Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-33508 | |
Entity Registrant Name | EDGIO, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-1677033 | |
Entity Address, Address Line One | 11811 North Tatum Blvd. | |
Entity Address, Address Line Two | Suite 3031 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85028 | |
City Area Code | 602 | |
Local Phone Number | 850-5000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | EGIO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 221,584,775 | |
Entity Central Index Key | 0001391127 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 59,306 | $ 41,918 |
Marketable securities | 11,444 | 37,367 |
Accounts receivable, net | 122,397 | 42,217 |
Income taxes receivable | 59 | 61 |
Prepaid expenses and other current assets | 28,775 | 13,036 |
Total current assets | 221,981 | 134,599 |
Property and equipment, net | 91,670 | 33,622 |
Operating lease right of use assets | 6,680 | 6,338 |
Marketable securities, less current portion | 40 | 40 |
Deferred income taxes | 2,745 | 1,893 |
Goodwill | 171,065 | 114,511 |
Intangible assets, net | 67,738 | 14,613 |
Other assets | 7,780 | 5,485 |
Total assets | 569,699 | 311,101 |
Current liabilities: | ||
Accounts payable | 39,755 | 11,631 |
Deferred revenue | 6,357 | 3,266 |
Operating lease liability obligations | 4,396 | 1,861 |
Income taxes payable | 433 | 873 |
Other current liabilities | 86,754 | 19,292 |
Total current liabilities | 137,695 | 36,923 |
Convertible senior notes, net | 122,416 | 121,782 |
Operating lease liability obligations, less current portion | 10,511 | 9,616 |
Deferred income taxes | 95 | 308 |
Deferred revenue, less current portion | 2,938 | 116 |
Other long-term liabilities | 710 | 777 |
Total liabilities | 274,365 | 169,522 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Convertible preferred stock, $0.001 par value; 7,500 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 300,000 shares authorized; 221,583 and 134,337 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 222 | 134 |
Common stock contingent consideration | 16,300 | 0 |
Additional paid-in capital | 797,508 | 576,807 |
Accumulated other comprehensive loss | (13,462) | (8,345) |
Accumulated deficit | (505,234) | (427,017) |
Total stockholders’ equity | 295,334 | 141,579 |
Total liabilities and stockholders’ equity | $ 569,699 | $ 311,101 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 7,500,000 | 7,500,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 221,583,000 | 134,337,000 |
Common stock, shares outstanding (in shares) | 221,583,000 | 134,337,000 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenue | $ 121,156 | $ 55,202 | $ 253,426 | $ 154,745 | |
Cost of revenue: | |||||
Cost of services | [1] | 74,421 | 33,687 | 155,578 | 99,708 |
Depreciation — network | 9,841 | 5,685 | 20,833 | 17,293 | |
Total cost of revenue | 84,262 | 39,372 | 176,411 | 117,001 | |
Gross profit | 36,894 | 15,830 | 77,015 | 37,744 | |
Operating expenses: | |||||
General and administrative | 22,198 | 10,532 | 64,958 | 30,944 | |
Sales and marketing | 14,428 | 5,987 | 33,001 | 21,619 | |
Research and development | 30,173 | 5,205 | 51,911 | 16,520 | |
Depreciation and amortization | 5,943 | 730 | 8,483 | 1,818 | |
Restructuring charges | 4,070 | 1,770 | 9,136 | 10,798 | |
Total operating expenses | 76,812 | 24,224 | 167,489 | 81,699 | |
Operating loss | (39,918) | (8,394) | (90,474) | (43,955) | |
Other income (expense): | |||||
Interest expense | (1,317) | (1,308) | (3,945) | (3,899) | |
Interest income | 140 | 17 | 200 | 104 | |
Other, net | (1,082) | (209) | (2,941) | (864) | |
Total other expense | (2,259) | (1,500) | (6,686) | (4,659) | |
Loss before income taxes | (42,177) | (9,894) | (97,160) | (48,614) | |
Income tax expense (benefit) | 440 | 211 | (18,943) | 718 | |
Net loss | $ (42,617) | $ (10,105) | $ (78,217) | $ (49,332) | |
Net loss per share: | |||||
Basic (in dollars per share) | $ (0.19) | $ (0.08) | $ (0.46) | $ (0.39) | |
Diluted (in dollars per share) | $ (0.19) | $ (0.08) | $ (0.46) | $ (0.39) | |
Weighted-average shares used in per share calculation: | |||||
Basic (shares) | 220,194 | 126,791 | 169,166 | 125,710 | |
Diluted (shares) | 220,194 | 126,791 | 169,166 | 125,710 | |
[1]Cost of services excludes amortization related to intangible assets, including technology, customer relationships, and trade names, which are included in depreciation and amortization in total operating expenses. |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (42,617) | $ (10,105) | $ (78,217) | $ (49,332) |
Other comprehensive loss, net of tax: | ||||
Unrealized gain on investments | 46 | 3 | 13 | 32 |
Foreign currency translation loss | (2,095) | (529) | (5,130) | (1,012) |
Other comprehensive loss | (2,049) | (526) | (5,117) | (980) |
Comprehensive loss | $ (44,666) | $ (10,631) | $ (83,334) | $ (50,312) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect of adoption of new accounting pronouncement | Common Stock | Common Stock Contingent Consideration | Additional Paid-In Capital | Additional Paid-In Capital Cumulative effect of adoption of new accounting pronouncement | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Cumulative effect of adoption of new accounting pronouncement |
Beginning balance, shares at Dec. 31, 2020 | 123,653 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 175,192 | $ (20,056) | $ 124 | $ 556,512 | $ (21,733) | $ (7,511) | $ (373,933) | $ 1,677 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (49,332) | (49,332) | |||||||
Change in unrealized gain on available-for-sale investments, net of taxes | 32 | 32 | |||||||
Foreign currency translation adjustment, net of taxes | (1,012) | (1,012) | |||||||
Exercise of common stock options (in shares) | 1,935 | ||||||||
Exercise of common stock options | 4,547 | $ 2 | 4,545 | ||||||
Vesting of restricted stock units (in shares) | 1,401 | ||||||||
Vesting of restricted stock units | 0 | $ 1 | (1) | ||||||
Restricted stock units surrendered in lieu of withholding taxes (in shares) | (410) | ||||||||
Restricted stock units surrendered in lieu of withholding taxes | (1,314) | (1,314) | |||||||
Issuance of common stock under employee stock purchase plan (in shares) | 355 | ||||||||
Issuance of common stock under employee stock purchase plan | 913 | 913 | |||||||
Share-based compensation | 13,920 | 13,920 | |||||||
Issuance of common stock and common stock for contingent consideration for business acquisition (in shares) | 6,878 | ||||||||
Issuance of common stock for business acquisition | 18,433 | $ 7 | 18,426 | ||||||
Ending balance, shares at Sep. 30, 2021 | 133,812 | ||||||||
Ending balance at Sep. 30, 2021 | 141,323 | $ 134 | 571,268 | (8,491) | (421,588) | ||||
Beginning balance, shares at Jun. 30, 2021 | 126,705 | ||||||||
Beginning balance at Jun. 30, 2021 | 130,884 | $ 127 | 550,205 | (7,965) | (411,483) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (10,105) | (10,105) | |||||||
Change in unrealized gain on available-for-sale investments, net of taxes | 3 | 3 | |||||||
Foreign currency translation adjustment, net of taxes | (529) | (529) | |||||||
Vesting of restricted stock units (in shares) | 306 | ||||||||
Restricted stock units surrendered in lieu of withholding taxes (in shares) | (77) | ||||||||
Restricted stock units surrendered in lieu of withholding taxes | (217) | (217) | |||||||
Share-based compensation | 2,854 | 2,854 | |||||||
Issuance of common stock and common stock for contingent consideration for business acquisition (in shares) | 6,878 | ||||||||
Issuance of common stock for business acquisition | 18,433 | $ 7 | 18,426 | ||||||
Ending balance, shares at Sep. 30, 2021 | 133,812 | ||||||||
Ending balance at Sep. 30, 2021 | $ 141,323 | $ 134 | 571,268 | (8,491) | (421,588) | ||||
Beginning balance, shares at Dec. 31, 2021 | 134,337 | 134,337 | |||||||
Beginning balance at Dec. 31, 2021 | $ 141,579 | $ 134 | $ 0 | 576,807 | (8,345) | (427,017) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (78,217) | (78,217) | |||||||
Change in unrealized gain on available-for-sale investments, net of taxes | 13 | 13 | |||||||
Foreign currency translation adjustment, net of taxes | (5,130) | (5,130) | |||||||
Exercise of common stock options (in shares) | 3,515 | ||||||||
Exercise of common stock options | 8,633 | $ 4 | 8,629 | ||||||
Vesting of restricted stock units (in shares) | 2,837 | ||||||||
Vesting of restricted stock units | 0 | $ 3 | (3) | ||||||
Restricted stock units surrendered in lieu of withholding taxes (in shares) | (934) | ||||||||
Restricted stock units surrendered in lieu of withholding taxes | (3,371) | (3,371) | |||||||
Issuance of common stock under employee stock purchase plan (in shares) | 280 | ||||||||
Issuance of common stock under employee stock purchase plan | 728 | 728 | |||||||
Share-based compensation (in shares) | 688 | ||||||||
Share-based compensation | 17,300 | 17,300 | |||||||
Capital contributions | 1,884 | 1,884 | |||||||
Issuance of common stock and common stock for contingent consideration for business acquisition (in shares) | 76,968 | ||||||||
Issuance of common stock for business acquisition | 186,196 | $ 77 | 186,119 | ||||||
Common stock contingent consideration related to business acquisition, net adjustment | 16,300 | 16,300 | |||||||
Issuance of common stock for employee compensation arrangements (in shares) | 3,892 | ||||||||
Issuance of common stock for employee compensation arrangements | $ 9,419 | $ 4 | 9,415 | ||||||
Ending balance, shares at Sep. 30, 2022 | 221,583 | 221,583 | |||||||
Ending balance at Sep. 30, 2022 | $ 295,334 | $ 222 | 16,300 | 797,508 | (13,462) | (505,234) | |||
Beginning balance, shares at Jun. 30, 2022 | 219,706 | ||||||||
Beginning balance at Jun. 30, 2022 | 336,612 | $ 220 | 16,900 | 793,522 | (11,413) | (462,617) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (42,617) | (42,617) | |||||||
Change in unrealized gain on available-for-sale investments, net of taxes | 46 | 46 | |||||||
Foreign currency translation adjustment, net of taxes | (2,095) | (2,095) | |||||||
Exercise of common stock options (in shares) | 320 | ||||||||
Exercise of common stock options | 590 | $ 1 | 589 | ||||||
Vesting of restricted stock units (in shares) | 1,315 | ||||||||
Vesting of restricted stock units | 0 | $ 1 | (1) | ||||||
Restricted stock units surrendered in lieu of withholding taxes (in shares) | (446) | ||||||||
Restricted stock units surrendered in lieu of withholding taxes | (1,562) | (1,562) | |||||||
Share-based compensation (in shares) | 688 | ||||||||
Share-based compensation | 4,960 | 4,960 | |||||||
Issuance of common stock for business acquisition | 0 | ||||||||
Adjustment to common stock contingent consideration related to business acquisition | $ (600) | (600) | |||||||
Ending balance, shares at Sep. 30, 2022 | 221,583 | 221,583 | |||||||
Ending balance at Sep. 30, 2022 | $ 295,334 | $ 222 | $ 16,300 | $ 797,508 | $ (13,462) | $ (505,234) |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (78,217) | $ (49,332) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 29,316 | 19,111 |
Share-based compensation | 22,656 | 16,477 |
Foreign currency remeasurement loss (gain) | 614 | (66) |
Deferred income taxes | (19,117) | (198) |
Gain on sale of property and equipment | (47) | (219) |
Accounts receivable charges | 671 | 1,047 |
Amortization of premium on marketable securities | 526 | 1,597 |
Noncash interest expense | 634 | 604 |
Changes in operating assets and liabilities, net of amounts acquired in business combinations: | ||
Accounts receivable | (33,136) | (13,037) |
Prepaid expenses and other current assets | (1,521) | 1,678 |
Income taxes receivable | (721) | 4 |
Other assets | (200) | 2,017 |
Accounts payable and other current liabilities | 52,437 | 8,163 |
Deferred revenue | 4,831 | 4,640 |
Income taxes payable | (424) | 210 |
Other long-term liabilities | (57) | (26) |
Net cash used in operating activities | (21,755) | (7,330) |
Investing activities | ||
Purchases of marketable securities | (19,781) | (44,838) |
Sale and maturities of marketable securities | 45,191 | 84,000 |
Purchases of property and equipment | (20,516) | (11,909) |
Proceeds from sale of property and equipment | 47 | 219 |
Cash acquired in (used for) acquisition of business | (30,968) | |
Cash acquired in (used for) acquisition of business | 30,866 | |
Net cash provided by (used in) investing activities | 35,807 | (3,496) |
Financing activities | ||
Payment of debt issuance costs | 0 | (30) |
Payments of employee tax withholdings related to restricted stock vesting | (3,371) | (1,315) |
Proceeds from employee stock plans | 9,361 | 5,460 |
Net cash provided by financing activities | 5,990 | 4,115 |
Effect of exchange rate changes on cash and cash equivalents | (2,654) | (499) |
Net increase (decrease) in cash and cash equivalents | 17,388 | (7,210) |
Cash and cash equivalents, beginning of period | 41,918 | 46,795 |
Cash and cash equivalents, end of period | 59,306 | 39,585 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 4,405 | 4,460 |
Cash paid during the period for income taxes, net of refunds | 1,202 | 714 |
Common stock issued in connection with acquisition of business | 186,196 | 18,433 |
Common stock contingent consideration related to business combination | 16,300 | 0 |
Common stock issued for employee compensation arrangements | 9,419 | 0 |
Property and equipment remaining in accounts payable and other current liabilities | $ 1,298 | $ 1,166 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Edgio, Inc. (“Edgio”), a provider of content delivery services, edge security, video services, AppOps and Jamstack application architecture, provides powerful tools to optimize and deliver digital experiences. Edgio offers one of the largest, best-optimized private networks coupled with a global team of industry experts to provide edge services that are fast, secure and reliable. We were incorporated in Delaware in 2003, and have operated in the Phoenix metropolitan area since 2001 and elsewhere throughout the United States since 2003. We began international operations in 2004. On June 15, 2022, we changed our corporate name from Limelight Networks, Inc. to Edgio, Inc. On June 15, 2022, Edgio completed the acquisition (the “ Edgecast Acquisition ” ) of all of the outstanding shares of common stock of Edgecast Inc., a California corporation (“Edgecast”), and certain Edgecast-related businesses and assets from College Parent, L.P., a Delaware limited partnership (“College Parent”), for total purchase consideration of $202,446. The total purchase consideration included 76,920 shares of our common stock. Edgecast is a leading provider of edge security, content delivery and video services. Edgio accounted for the acquisition in accordance with ASC 805, Business Combinations , which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2021. All information is presented in thousands, except per share amounts and where specifically noted. The consolidated financial statements include accounts of Edgio 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, 2022, or for any future periods. Recent Accounting Standards Adopted Accounting Standards None Recently Issued Accounting Standards None Significant Accounting Policies |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions Edgecast Acquisition On June 15, 2022, we closed the acquisition of 100% of t he equity interests of Edgecast for an estimated total purchase consideration of $202,446. The following table presents the allocation of the estimated purchase price consideration for Edgecast: Consideration: Common stock $ 195,565 Common stock - contingent consideration 16,300 Less: Consideration allocated to employee compensation arrangements (9,419) Total consideration allocated to Edgecast Acquisition $ 202,446 The purchase price was defined within the purchase agreement as $270,000 in Edgio common stock at a reference price of $4.1168 (determined using a 30-day volume-weighted average price ( “ VWAP ”) of Edgio’s common stock price prior to the execution of the purchase agreement), and adjustments for customary working capital adjustments. The fair value of our common stock consideration of 80,812 shares, is based on the opening price of our common stock of $2.42 per share on the acquisition closing date. Inclusive within the common stock consideration, and pursuant to the purchase agreement, Edgio issued 7,287 shares of common stock in exchange for cash from College Parent of $30,000. As the economic substance of this issuance was to provide additional cash to Edgecast for liabilities that existed prior to the business combination and the transaction occurred on June 15, 2022, Edgio concluded that this was part of the business combination, and therefore, should be considered as part of the consideration transferred in exchange for the acquisition of Edgecast. The estimated purchase consideration was also adjusted for 3,892 shares issued for employee compensation arrangements accounted for as separate transactions as further discussed below. The purchase agreement contains an “earn-out” or contingent consideration provision in the event that the price of our common stock exceeds certain thresholds during the period ending on the third anniversary of the acquisition date of the transaction (the “Earnout Period”), Edgio will be required to issue approximately up to an additional 12,685 shares of our common stock to College Parent (the “common stock contingent consideration”). If during the Earnout Period, the closing share price of our common stock exceeds the following share prices for 10 trading days in any 30 consecutive trading day period the following number of shares of our common stock will be issued: (a) approximately 5,398 shares of our common stock if the closing share price of our common stock exceeds $6.1752 per share, (b) approximately 4,048 shares of our common stock if the closing share price of our common stock exceeds $8.2336 per share, and (c) approximately 3,239 shares of our common stock if the closing share price of our common stock exceeds $10.2920 per share. Edgio estimated that the fair value of the common stock contingent consideration, with the assistance of a third-party valuation specialist using a Monte Carlo simulation, and initially concluded it was $16,900 as of the acquisition date. During the three months ended September 30, 2022, Edgio updated the preliminary fair value of the contingent consideration from $16,900 to $16,300 as a measurement period adjustment, which impacted stockholders' equity and goodwill. As a result of the Edgecast Acquisition, certain cash awards that existed for Edgecast’s employees require the transferred employee to provide services to Edgio in the post-combination period in order for the cash award to be earned. When the awards are earned, Edgio will pay the employees the amount earned and subsequently be reimbursed by College Parent or College Parent will directly pay the employee the amount earned. Edgio considered whether the employee awards are part of the Edgecast Acquisition, and part of purchase consideration, or separate transactions, and not part of purchase accounting. Under ASC 805, a transaction entered into by or on behalf of the acquirer or primarily for the benefit of the acquirer or the combined entity, rather than primarily for the benefit of the acquiree (or its former owners) before the combi nation, is likely to be a separate transaction. The employee awards represent compensation for post-combination services rendered to Edgio and the reimbursement right was initiated by Edgio for the future economic benefit of the combined entity. Accordingly, Edgio concluded the employee awards represent transactions separate from the Edgecast Acquisition. Edgio allocated $9,419 of the total consideration transferred to College Parent to the employee compensation arrangements based on the post-combination fair value of the employee awards. As service is required to be rendered for the award to be earned, Edgio will recognize expense as the employee performs service. The employee compensation arrangements related to post-combination services and the related reimbursement right resulted in the recognition of $6,573 in prepaid expenses and other current assets and $2,846 in other assets on June 15, 2022. During the three and nine months ended September 30, 2022, Edgio recorded $3,865 and $4,863, in compensation expense to the unaudited consolidated statements of operations as a result of the employee compensation arrangements, respectively. Of the $3,865 of compensation expense, $674, $184, $292, and $2,715 was recorded to cost of services, general and administrative, sales and marketing, and research and development, respectively. Of the $4,863 of compensation expense, $880, $362, $333, and $3,288, was recorded to cost of services, general and administrative, sales and marketing, and research and development, respectively. The employee compensation arrangements are time-based vesting only and the unrecognized compensation expense was $4,556 as of September 30, 2022, of which $1,572 is expected to be recognized during the remainder of 2022, $2,559 in 2023, and the remainder thereafter. The Edgecast Acquisition was accounted for under the acquisition method of accounting and the operating results of Edgecast have been included in our consolidated financial statements as of the acquisition date. Under the acquisition method of accounting, the aggregate amount of consideration paid by us was allocated to Edgecast’s net tangible assets and intangible assets based on their estimated fair values as of the acquisition date. The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill. The factors contributing to the recognition of goodwill were based upon our conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill, which is non-deductible for tax purposes, represents expected synergies and the assembled workforce at the time of the acquisition. The following table summarizes the preliminary allocation of the purchase consideration to the acquisition date fair value of the assets, including intangible assets, liabilities assumed and related goodwill acquired: Cash (inclusive of $30,000 as described above) $ 30,037 Accounts receivable (a) 47,765 Prepaid expenses and other current assets (a) 6,835 Property and equipment (a) 61,718 Operating lease right of use assets 1,365 Goodwill (a) 58,512 Intangible assets Customer relationships 11,000 Technology 49,000 Other assets 393 Total assets acquired 266,625 Accounts payable and accrued liabilities 6,917 Deferred revenue 1,060 Operating lease liability obligations 3,071 Other current liabilities (a) 32,159 Operating lease liability obligations, less current portion 2,531 Deferred income taxes 18,433 Deferred revenue, less current portion 8 Total liabilities 64,179 Total purchase consideration $ 202,446 (a) During the third quarter of 2022, we identified measurement period adjustments related to preliminary fair value estimates. The total adjustments included a decrease to property and equipment of $6,348, a decrease to other current liabilities of $1,204, a decrease to accounts receivable of $788, and an increase to prepaid expenses and other current assets of $166. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and certain amounts noted above are preliminary and subject to change during the remaining measurement period as we obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed. The primary preliminary estimates that are not yet finalized relate to certain assets and liabilities assumed, identifiable intangible assets, deferred income taxes and residual goodwill. Edgio expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The fair value of acquired property and equipment was valued using the market approach and indirect cost approach and primarily consists of computer and networking equipment. The weighted-average depreciation period for the acquired property and equipment was 2.9 years at the acquisition date. The fair value of the acquired intangible assets was determined as follows, customer relationships, utilizing the excess earnings method, and technology, utilizing the relief from royalty method. The weighted-average amortization period of the acquired intangible assets was 8.5 years for customer relationships and 4.0 years for technology at the acquisition date. The deferred income tax liability was $18,433, primarily as a result of the fair value attributable to the identifiable intangible assets. During the three months ended September 30, 2022, Edgecast represented $62,231 of our total revenue and $8,306 of loss included in our consolidated net loss. During the nine months ended September 30, 2022, Edgecast represented $75,005 of our total revenue and $8,293 of loss included in our consolidated net loss. Transaction costs incurred by us in connection with the Edgecast Acquisition were $4,520 and $23,902 for the three and nine months ended September 30, 2022, respectively, and were recorded within general and administrative expenses in our unaudited consolidated statements of operations. Unaudited Pro Forma Financial Information The following unaudited pro forma combined financial information presents combined results of Edgio and Edgecast as if the acquisition of Edgecast has occurred on January 1, 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 121,156 $ 134,706 $ 399,958 $ 401,810 Net loss $ (33,635) $ (33,541) $ (93,096) $ (137,415) These unaudited pro forma combined financial statements include adjustments to reflect fair value adjustments related to property and equipment depreciation, customer relationships and technology amortization, compensation expense related to the employee compensation arrangements, exclusion of interest income related to loan receivables settled at the acquisition date, and the effects of the adjustments on income taxes and net loss. Additionally, the pro forma adjustments include adjustments to reflect non-recurring transaction costs of $4,520 and $23,902, incurred in the three and nine months ended September 30, 2022, respectively, and non-recurring restructuring charges related to the Edgecast Acquisition of $1,090 and $4,804 incurred in the three and nine months ended September 30, 2022, respectively, as of the beginning of the comparable prior reporting period. The pro forma financial information is not intended to represent or be indicative of the actual results of operations of the combined business that would have been reported had the acquisition of Edgecast been completed at the beginning of the fiscal year 2021, nor is it representative of future operating results of Edgio. Moov Acquisition In September 2021, we closed the acquisition of 100% of the equity interests of Moov Corporation (“Moov”), a California corporation doing business as Layer0, a sub-scale SaaS based application acceleration and developer support platform, for total purchase consideration of $52,487. The total purchase consideration included $34,054 in cash, and 6,878 shares of our common stock valued at $18,433 at the acquisition date. The following table presents the allocation of the purchase price for Moov: Consideration: Cash $ 34,054 Common stock 18,433 Total consideration $ 52,487 The fair value of our common stock consideration of 6,878 shares, is based on the closing price of our common stock of $2.68 per share on the acquisition closing date. The following table summarizes the final allocation of the purchase consideration to the acquisition date fair value of the assets, including intangible assets, liabilities assumed and related goodwill acquired: Cash $ 3,130 Accounts receivable 2,514 Prepaid expenses and other current assets (a) 1,052 Goodwill (a) 35,669 Intangible assets: Trade name 91 Customer relationships 7,090 Technology 8,480 Total assets acquired 58,026 Accounts payable and accrued liabilities 2,432 Deferred revenue 3,107 Total liabilities 5,539 Total purchase consideration $ 52,487 (a) The valuation process to determine the fair values is complete. During the respective measurement period (up to one year from the acquisition date), Edgio made certain measurement period adjustments to reflect facts and circumstances in existence at the acquisition date. |
Investments in Marketable Secur
Investments in Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Securities | Investments in Marketable Securities The following is a summary of marketable securities (designated as available-for-sale) at September 30, 2022: Amortized Gross Gross Estimated Certificate of deposit $ 40 $ — $ — $ 40 Commercial paper 3,242 — — 3,242 Corporate notes and bonds 5,204 — 27 5,177 Municipal securities 3,026 — 1 3,025 Total marketable securities $ 11,512 $ — $ 28 $ 11,484 The amortized cost and estimated fair value of marketable securities at September 30, 2022, by maturity are shown below: Amortized Gross Gross Estimated Available-for-sale securities: Due in one year or less $ 11,472 $ — $ 28 $ 11,444 Due after one year and through five years 40 — — 40 Total marketable securities $ 11,512 $ — $ 28 $ 11,484 The following is a summary of marketable securities (designated as available-for-sale) at December 31, 2021: Amortized Gross Gross Estimated Certificate of deposit $ 40 $ — $ — $ 40 Corporate notes and bonds 18,297 — 38 18,259 Municipal securities 19,117 — 9 19,108 Total marketable securities $ 37,454 $ — $ 47 $ 37,407 The amortized cost and estimated fair value of marketable securities at December 31, 2021, by maturity are shown below: Amortized Gross Gross Estimated Available-for-sale securities: Due in one year or less $ 37,209 $ — $ 47 $ 37,162 Due after one year and through five years 245 — — 245 Total marketable securities $ 37,454 $ — $ 47 $ 37,407 |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net include: September 30, December 31, 2022 2021 Accounts receivable $ 124,533 $ 43,887 Less: credit allowance (210) (170) Less: allowance for doubtful accounts (1,926) (1,500) Total accounts receivable, net $ 122,397 $ 42,217 The following is a roll-forward of the allowances for doubtful accounts related to trade accounts receivable for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021: Nine Months Ended Twelve Months Ended September 30, 2022 December 31, 2021 Beginning of period $ 1,500 $ 1,012 Provision for credit losses 671 1,082 Write-offs (245) (594) End of period $ 1,926 $ 1,500 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include: September 30, December 31, 2022 2021 Prepaid bandwidth and backbone $ 1,893 $ 1,754 VAT receivable 6,902 4,781 Prepaid expenses and insurance 6,682 1,975 Related party receivable 7,853 — Vendor deposits and other 5,445 4,526 Total prepaid expenses and other current assets $ 28,775 $ 13,036 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net include: September 30, December 31, 2022 2021 Network equipment $ 164,925 $ 123,915 Computer equipment and software 8,968 7,107 Furniture and fixtures 5,961 1,406 Leasehold improvements 6,073 6,454 Other equipment 17 18 Total property and equipment 185,944 138,900 Less: accumulated depreciation (94,274) (105,278) Total property and equipment, net $ 91,670 $ 33,622 Cost of revenue depreciation expense related to property and equipment was $9,841 and $5,685, for the three months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021, cost of revenue depreciation expense related to property and equipment was $20,833 and $17,293, respectively. Operating expense depreciation and amortization expense related to property and equipment was $1,026 and $409, for the three months ended September 30, 2022 and 2021, respectively. Operating expense depreciation and amortization expense related to property and equipment was $1,608 and $1,497, for the nine months ended September 30, 2022 and 2021, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets We have recorded goodwill as a result of past business acquisitions. We review goodwill for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may exceed their fair value. We concluded that we have one reporting unit and assigned the entire balance of goodwill to this reporting unit as of September 30, 2022. The changes in the carrying amount of goodwill for the nine months ended September 30, 2022, were as follows: Balance, December 31, 2021 $ 114,511 Foreign currency translation adjustment (1,179) Measurement period adjustments - Moov acquisition (779) Acquisition of Edgecast 58,512 Balance, September 30, 2022 $ 171,065 Intangible assets consist of the following as of September 30, 2022: Gross Accumulated Net Trade name $ 91 $ (33) $ 58 Client relationships 18,090 (1,970) 16,120 Technology 57,480 (5,920) 51,560 Total other intangible assets $ 75,661 $ (7,923) $ 67,738 Aggregate expense related to amortization of other intangible assets for the three and nine months ended September 30, 2022 was $4,917 and $6,875, respectively. Aggregate expense related to amortization of other intangible assets for the three and nine months ended September 30, 2021 was $321. There were no impairment charges incurred in the periods presented. As of September 30, 2022, the weighted-average remaining useful lives of our acquired intangible assets were 1.9 years for trade name, 6.7 years for client relationships, and 3.7 years for technology, and 4.4 years in total, for all acquired intangible assets. As of September 30, 2022, future amortization expense related to our other intangible assets is expected to be recognized as follows: Remainder of 2022 $ 4,174 2023 16,694 2024 16,684 2025 16,664 2026 8,480 Thereafter 5,042 Total $ 67,738 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities include: September 30, December 31, 2022 2021 Accrued compensation and benefits $ 16,534 $ 5,131 Accrued cost of revenue (1) 47,977 5,714 Accrued interest payable 729 1,823 Related party payable 10,241 — Other accrued expenses 11,273 6,624 Total other current liabilities $ 86,754 $ 19,292 (1) September 30, 2022 balance includes accrued cost of revenue acquired as a result of the Edgecast Acquisition, and accrued bandwidth costs and co-location fees related to Edgecast operations during the three and nine months ended September 30, 2022. Refer to Note 3 “ Business Acquisitions” for more information. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes - Due 2025 On July 27, 2020, we issued $125,000 aggregate principal amount of 3.50% Convertible Senior Notes due 2025 (the “Notes”), including the initial purchasers’ exercise in full of their option to purchase an additional $15,000 principal amount of the Notes, in a private placement to qualified institutional buyers in an offering exempt from registration under the Securities Act of 1933, as amended. The net proceeds from the issuance of the Notes was $120,741 after deducting transaction costs. The Notes are governed by an indenture (the “Indenture”) between us, as the issuer, and U.S. Bank, National Association, as trustee. The Notes are senior, unsecured obligations of ours and will be equal in right of payment with our senior, unsecured indebtedness; senior in right of payment to our indebtedness that is expressly subordinated to the notes; effectively subordinated to our senior, secured indebtedness, including future borrowings, if any, under our $20,000 credit facility with Silicon Valley Bank (“SVB”), to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the Notes become automatically due and payable. The Notes mature on August 1, 2025, unless earlier converted, redeemed or repurchased in accordance with their term prior to the maturity date. Interest is payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2021. The holders of the Notes may convert all or any portion of their Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price per share of our common stock exceeds 130% of the conversion price of $8.53 for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the measurement period) in which the trading price per $1 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions of our common stock; (4) if we call such Notes for redemption; and (5) at any time from, and including, May 1, 2025, until the close of business on the second scheduled trading day immediately before the maturity date. On or after May 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in minimum principal amount denominations of $1 or any integral multiple of $1 in excess thereof, at the option of the holder regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture. The Notes have an initial conversion rate of 117.2367 shares of our common stock per $1 principal amount of Notes, which is equal to an initial conversion price of approximately $8.53 per share of our common stock. The initial conversion price of the Notes represents a premium of approximately 27.5% over the last reported sale price of our common stock on The Nasdaq Global Select Market of $6.69 per share on July 22, 2020. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will increase the conversion rate in certain circumstances for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption in connection with such notice of redemption, provided that the conversion rate will not exceed 149.4768 share of our common stock per $1 principal amount of Notes, subject to adjustment. We may not redeem the Notes prior to August 4, 2023. We may redeem for cash all, or any portion in an authorized denomination, of the Notes, at our option, on or after August 4, 2023, and on or prior to the 41 st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that we are not required to redeem or retire the Notes periodically. If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of September 30, 2022, the conditions allowing holders of the Notes to convert had not been met and therefore the Notes are not yet convertible. The Notes were classified as long-term debt on our consolidated balance sheet as of September 30, 2022, and December 31, 2021. At the time of issuance in July 2020, we separately accounted for the liability and equity components of the Notes. We determined the initial carrying amount of the $102,500 liability component before consideration of debt discount and transaction fees by calculating the present value of the cash flows using an effective interest rate of 8.6%. The interest rate was determined based on non-convertible debt offerings of similar sizes and terms by companies with similar credit ratings (Level 2 inputs). The carrying amount of the equity component, representing the conversion option, was $22,500 and was calculated by deducting the initial carrying value of the liability component from the principal amount of the Notes as a whole. This difference represents a debt discount that is amortized to interest expense over the 5-year contractual term of the Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. On January 1, 2021, we early adopted ASU 2020-06 on a modified retrospective basis. As a result of the adoption of ASU 2020-06, our total remaining interest expense over the contractual terms of our convertible debt will be approximately $20,823 less than under the previous accounting standards. The adoption resulted in a $21,733 decrease in additional paid in capital from the derecognition of the bifurcated equity component, a $20,255 increase in debt from the derecognition of the discount associated with the bifurcated equity component and a $1,677 decrease to the opening balance of accumulated deficit, representing the cumulative interest expense recognized related to the amortization of the bifurcated conversion option. We initially allocated transaction costs related to the issuance of the Notes to the liability and equity components using the same proportions as the initial carrying value of the Notes. Transaction costs initially attributable to the liability component were $3,400 and are being amortized to interest expense using the effective interest method over the term of the Notes. Transaction costs attributable to the equity component were $859. Following the adoption of ASU 2020-06, the transaction costs attributable to the original equity component are now being amortized to interest expense over the remaining term of the Notes. The net carrying amounts of the liability and equity components of the Notes consisted of the following: September 30, December 31, 2022 2021 Liability component: Principal $ 125,000 $ 125,000 Unamortized transaction costs (2,584) (3,218) Net carrying amount $ 122,416 $ 121,782 Interest expense recognized related to the Notes was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Contractual interest expense $ 1,093 $ 1,094 $ 3,281 $ 3,259 Amortization of transaction costs 214 204 634 604 Total $ 1,307 $ 1,298 $ 3,915 $ 3,863 As of September 30, 2022, and December 31, 2021, the estimated fair value of the Notes was $112,659 and $119,363, respectively. We estimated the fair value based on the quoted market prices in an inactive market on the last trading day of the reporting period, which are considered Level 2 inputs. Capped Call Transactions In connection with the offering of the Notes, we entered into privately negotiated capped call transactions with certain counterparties (collectively, the “ Capped Calls ” ). The Capped Calls have an initial strike price of approximately $8.53 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $13.38 per share, subject to certain adjustments. The Capped Calls are generally intended to reduce or offset the potential economic dilution of approximately 14.7 million shares to our common stock upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. As the Capped Calls are considered indexed to our own stock and are equity classified, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $16,400 incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital. Line of Credit In November 2015 we entered into the original Loan and Security Agreement (the “ Credit Agreement ” ) with SVB. At September 30, 2022, the maximum principal commitment amount was $20,000. All outstanding borrowings owed under the Credit Agreement become due and payable no later than the final maturity date. Our borrowing capacity is the lesser of the commitment amount or 80% of eligible accounts receivable. As of September 30, 2022, and December 31, 2021, we had no outstanding borrowings, and we had availability under the Credit Agreement of $20,000 and $20,000, respectively. As of September 30, 2022, borrowings under the Credit Agreement bear interest at the current prime rate minus 0.25%. In the event of default, obligations shall bear interest at a rate per annum that is 3% above the then applicable rate. Amendment fees and other commitment fees are included in interest expense. During the three months ended September 30, 2022 and 2021, there was no interest expense and fees expense and amortization was $10 and $10, respectively. During the nine months ended September 30, 2022 and 2021, there was no interest expense and fees expense and amortization was $30 and $36, respectively. Any borrowings are secured by essentially all of our domestic personal property, with a negative pledge on intellectual property. SVB’s security interest in our foreign subsidiaries is limited to 65% of the voting stock of each such foreign subsidiary. We are required to maintain an Adjusted Quick Ratio of at least 1.0 to 1.0. We are also subject to certain customary limitations on our ability to, among other things, incur debt, grant liens, make acquisitions and other investments, make certain restricted payments such as dividends, dispose of assets or undergo a change in control. As of September 30, 2022, we were in compliance with our covenant under the Credit Agreement. As long as our Adjusted Quick Ratio remains above 1.5 to 1, we no longer are required to submit quarterly borrowing base reports. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges During the third quarter of 2021, management committed to restructure certain parts of the company to align our workforce and facility requirements with our continued investment in the business as we focus on cost efficiencies, improved growth and profitability. As a result, certain facilities, right of use assets, outside service contracts and professional fees were incurred. During the second quarter of 2022, management committed to a separate action to restructure certain parts of the company to focus on improved profitability. As a result, certain headcount reductions were implemented. During the three and nine months ended September 30, 2022, we incurred $4,070 and $9,136, respectively, of costs related to these restructuring plans. We expect approximately $2,000 of additional costs related primarily to consulting fees to restructure our datacenter architecture over the next 18 months. The following table summarizes the activity of our restructuring accrual (recorded in other current liabilities on our consolidated balance sheet) during the nine months ended September 30, 2022 (in thousands): 2022 Restructuring Charges Employee Severance and Related Benefits Share-Based Compensation Facilities Related Charges Professional Fees and Other Total Balance as of December 31, 2021 $ 235 $ — $ 180 $ — $ 415 Costs incurred (recorded in restructuring charge) (95) — 791 2 698 Cash disbursements (140) — (687) (2) (829) Non-cash charges, other adjustments — — 3 — 3 Balance as of March 31, 2022 $ — $ — $ 287 $ — $ 287 Costs incurred (recorded in restructuring charge) 3,714 — 654 — 4,368 Cash disbursements — — (807) — (807) Non-cash charges, other adjustments (1,884) — — — (1,884) Balance as of June 30, 2022 $ 1,830 $ — $ 134 $ — $ 1,964 Costs incurred (recorded in restructuring charge) 1,511 397 2,162 — 4,070 Cash disbursements (3,011) — (409) — (3,420) Non-cash charges (182) (157) (1,596) — (1,935) Balance as of September 30, 2022 $ 148 $ 240 $ 291 $ — $ 679 The following table summarizes the activity of our restructuring accrual (recorded in other current liabilities on our consolidated balance sheet) during the nine months ended September 30, 2021 (in thousands): 2021 Restructuring Charges Employee Severance and Related Benefits Share-Based Compensation Facilities Related Charges Professional Fees and Other Total Balance as of January 1, 2021 $ — $ — $ — $ — $ — Costs incurred (recorded in restructuring charge) 3,513 1,354 — 2,006 6,873 Cash disbursements (1,143) — — (237) (1,380) Non-cash charges — (1,354) — — (1,354) Balance as of March 31, 2021 $ 2,370 $ — $ — $ 1,769 $ 4,139 Costs incurred (recorded in restructuring charge) (247) 917 — 1,485 2,155 Cash disbursements (1,203) — — (2,902) (4,105) Non-cash charges — (917) — — (917) Balance as of June 30, 2021 $ 920 $ — $ — $ 352 $ 1,272 Costs incurred (recorded in restructuring charge) (1) (236) 1,882 125 1,770 Cash disbursements (357) — — (465) (822) Non-cash charges (9) 383 (1,882) — (1,508) Balance as of September 30, 2021 $ 553 $ 147 $ — $ 12 $ 712 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Legal Matters We are subject to various legal proceedings and claims, either asserted or unasserted, arising from time to time, in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows and accordingly, no material legal contingencies were accrued as of September 30, 2022 and December 31, 2021. 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 clients, which could reduce their demand for our services. For example, tax authorities in various states and abroad may impose taxes on the Internet-related revenue we generate based on regulations currently being applied to similar but not directly comparable industries. There are many transactions and calculations where the ultimate tax determination is uncertain. In addition, domestic and international taxation laws are subject to change. In the future, we may come under audit, which could result in changes to our tax estimates. We believe we have maintained 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. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per ShareWe calculate basic and diluted net 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 net loss per share. Diluted net loss per share includes the dilutive effect of all potentially dilutive common stock, including awards granted under our equity incentive compensation plans, in the weighted-average number of shares of common stock outstanding. The following table sets forth the components used in the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ (42,617) $ (10,105) $ (78,217) $ (49,332) Basic weighted-average outstanding shares of common stock 220,194 126,791 169,166 125,710 Basic weighted-average outstanding shares of common stock 220,194 126,791 169,166 125,710 Dilutive effect of stock options, restricted stock units, and other equity incentive plans — — — — Diluted weighted-average outstanding shares of common stock 220,194 126,791 169,166 125,710 Basic net loss per share $ (0.19) $ (0.08) $ (0.46) $ (0.39) Diluted net loss per share: $ (0.19) $ (0.08) $ (0.46) $ (0.39) For the three and nine months ended September 30, 2022 and 2021, 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Employee stock purchase plan 266 314 266 314 Stock options 1,081 1,243 2,044 2,574 Restricted stock units 4,170 11,521 5,250 11,979 Convertible senior notes 14,654 14,654 14,654 14,654 Contingently issuable shares (1) 12,685 — 12,685 — 32,856 27,732 34,899 29,521 (1) Represents common stock contingent consideration related to the Edgecast Acquisition. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 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. We did not purchase any shares during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, there remained $21,200 under this share repurchase program. Amended and Restated Equity Incentive Plan We established the 2007 Equity Incentive Plan (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 (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 Restated 2007 Plan to April 2026. There was no increase in the aggregate number of shares available for issuance. The total number of shares available to be issued under the Restated 2007 Plan as of September 30, 2022 was 15,524. 2021 Inducement Plan In November 2021, we adopted the Inducement Plan pursuant to which we reserved 11,000 shares of common stock, to be used exclusively for grants of equity-based awards to highly qualified prospective officers and employees, as an inducement material to the individual's entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. The Inducement Plan was adopted by our board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. We have issued 10,477 shares under the Inducement Plan as of September 30, 2022. Employee Stock Purchase Plan In June 2013, our stockholders approved our 2013 Employee Stock Purchase Plan ( “ ESPP ” ), authorizing the issuance of 4,000 shares. In May 2019, our stockholders approved the adoption of Amendment 1 to the ESPP. Amendment 1 increased the number of shares authorized to 9,000 shares (an increase of 5,000 shares) and amended the maximum number of shares of common stock that an eligible employee may be permitted to purchase during each offering period to be 5 shares. The ESPP allows participants to purchase our common stock at a 15% discount of the lower of the beginning or end of the offering period using the closing price on that day. During the three months ended September 30, 2022, we did not issue any shares under the ESPP. During the nine months ended September 30, 2022, we issued 280 shares under the ESPP. Total cash proceeds from the purchase of shares under the ESPP was approximately $730. As of September 30, 2022, shares reserved for issuance to employees under this plan totaled 2,769, and we held employee contributions of $621 (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 September 30, 2022. 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 September 30, 2022, the board of directors had not adopted any resolutions for the issuance of preferred stock. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Changes in the components of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2022, were as follows: Foreign Available for Currency Sale Securities Total Balance, December 31, 2021 $ (8,296) $ (49) $ (8,345) Other comprehensive (loss) gain before reclassifications (5,130) 13 (5,117) Amounts reclassified from accumulated other comprehensive loss — — — Net current period other comprehensive (loss) gain (5,130) 13 (5,117) Balance, September 30, 2022 $ (13,426) $ (36) $ (13,462) |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The following table summarizes the components of share-based compensation expense included in our consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation expense by type: Stock options $ 340 $ 144 $ 1,510 $ 7,395 Restricted stock units 7,850 3,300 20,618 8,579 ESPP 163 213 528 503 Total share-based compensation expense $ 8,353 $ 3,657 $ 22,656 $ 16,477 Share-based compensation expense: Cost of services $ 855 $ 438 $ 1,589 $ 1,142 General and administrative expense 2,200 2,301 6,469 10,203 Sales and marketing expense 727 640 3,284 1,598 Research and development expense 4,571 662 11,314 1,647 Restructuring charge — (384) — 1,887 Total share-based compensation expense $ 8,353 $ 3,657 $ 22,656 $ 16,477 Unrecognized share-based compensation expense totaled approximately $32,249 at September 30, 2022, of which $4,019 related to stock options and $28,230 related to restricted stock units. Unrecognized share-based compensation includes both time-based and performance-based equity. We currently expect to recognize share-based compensation expense of $5,122 during the remainder of 2022, $18,454 in 2023, and the remainder thereafter based on scheduled vesting of the stock options and restricted stock units outstanding at September 30, 2022. |
Operating Leases - Right of Use
Operating Leases - Right of Use Assets and Purchase Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases - Right of Use Assets and Purchase Commitments | Operating Leases - Right of Use Assets and Purchase Commitments Right of Use Assets We have various operating leases for office space that expire through 2030. Below is a summary of our right of use assets and liabilities as of September 30, 2022. Right-of-use assets $ 6,680 Lease liability obligations, current $ 4,396 Lease liability obligations, less current portion 10,511 Total lease liability obligations $ 14,907 Weighted-average remaining lease term 5.4 years Weighted-average discount rate 5.05 % During the three and nine months ended September 30, 2022, operating lease costs were immaterial. During the three months ended September 30, 2021, we recognized approximately $398 in operating lease costs. Operating lease costs of $97 are included in cost of revenue, and $301 are included in operating expenses in our consolidated statements of operations. During the three months ended September 30, 2021, cash paid for operating leases was approximately $754. During the nine months ended September 30, 2021, we recognized approximately $1,827 in operating lease costs. Operating lease costs of $340 were included in cost of revenue, and $1,487 were included in operating expenses in our consolidated statements of operations. During the nine months ended September 30, 2021, cash paid for operating leases was approximately $2,317. Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of September 30, 2022, were as follows: Remainder of 2022 $ 1,360 2023 5,154 2024 2,360 2025 1,440 2026 1,468 Thereafter 5,361 Total minimum payments 17,143 Less: amount representing interest 2,236 Total $ 14,907 Purchase Commitments We have long-term commitments for bandwidth usage and co-location with various networks and Internet service providers. The following summarizes our minimum non-cancellable commitments for future periods as of September 30, 2022: Remainder of 2022 $ 24,242 2023 46,593 2024 24,592 2025 17,893 2026 13,557 Thereafter 5,234 Total minimum payments $ 132,111 |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations During the three months ended September 30, 2022 we had two clients, Amazon and Verizon, who each represented 10% or more of our total revenue. During the nine months ended September 30, 2022 we had one client, Amazon, who represented 10% or more of our total revenue. During the three and nine months ended September 30, 2021, respectively, we had two clients, Amazon and Sony, who each represented 10% or more of our total revenue. Revenue from clients located within the United States, our country of domicile, was $87,478 for the three months ended September 30, 2022, compared to $33,405 for the three months ended September 30, 2021. For the nine months ended September 30, 2022, revenue from clients located within the United States was $170,347, compared to $90,576 for the nine months ended September 30, 2021. During the three and nine months ended September 30, 2022 and 2021, respectively, based on client location, we had two countries, the United States and Japan, which individually accounted for 10% or more of our total revenue. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 September 30, 2022 and 2021 was $440 and $211, respectively. For the nine months ended September 30, 2022 and 2021, income tax (benefit) expense was $(18,943) and $718, respectively. Income tax expense (benefit) was different than the statutory income tax rate primarily due to the partial release of valuation allowances resulted from deferred tax liabilities created by the acquired intangibles related to the Edgecast Acquisition, which created source two income and resulted in certain deferred tax assets, previously subject to valuation allowances due to them not being more likely than not of being realized, now being realizable, and the recording of state and foreign tax expense for the three and nine month periods. We file income tax returns in jurisdictions with varying statutes of limitations. Tax years 2018 through 2020 remain subject to examination by federal tax authorities. Tax years 2017 through 2020 generally remain subject to examination by state tax authorities. As of September 30, 2022, we are not under any federal or state examination for income taxes. For the three and nine months ended September 30, 2022 and 2021, respectively, there was no impact to income tax expense related to the Global Intangible Low-Taxed Income inclusion (“GILTI”) as a result of our net operating loss carryforwards (NOL) and valuation allowance position. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. We have evaluated the impact of the CARES Act, and do not expect the provisions of the CARES Act to have an impact on us. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions College Parent and its related affiliates qualified as a related party following the close of the Edgecast Acquisition due to its ownership interest in Edgio. At September 30, 2022, Edgio had recorded receivables from College Parent and its affiliates related to reimbursement for certain compensation and severance plans. Additionally, at September 30, 2022, Edgio had recorded payables related to transition service agreements, which had been entered into between Edgio and College Parent and its related affiliates. For the three months ended September 30, 2022, expenses related to these agreements were $14,304 of which $7,216 was recorded in cost of sales, $2,406 was recorded in general and administrative, $222 was recorded in sales and marketing, and $4,460 was recorded in research and development within our consolidated statement of operations. For the nine months ended September 30, 2022, expenses related to these agreements were $16,821 of which $9,139 was recorded in cost of sales, $2,876 was recorded in general and administrative, $334 was recorded in sales and marketing, and $4,472 was recorded in research and development within our consolidated statement of operations. The following table summarizes the amounts due to and due from College Parent and its related affiliates: September 30, 2022 Prepaid assets and other current assets $ 7,853 Other assets 2,557 Total amount due from related party $ 10,410 Accounts payable $ 6,580 Other current liabilities 10,241 Total amount due to related party $ 16,821 |
Segment Reporting and Geographi
Segment Reporting and Geographic Areas | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Areas | Segment Reporting and Geographic Areas Our chief operating decision maker (who is our Chief Executive Officer) reviews our financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. We operate in one industry segment—content delivery and related services and we operate in three geographic areas—Americas, Europe, Middle East, and Africa (“EMEA”), and Asia Pacific. Revenue by geography is based on the location of the client from where the revenue is earned based on bill to locations. The following table sets forth our revenue by geographic area: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 96,135 79 % $ 34,065 62 % $ 181,781 72 % $ 92,432 60 % EMEA 6,954 6 % 6,427 12 % 18,924 7 % 20,986 14 % Asia Pacific 18,067 15 % 14,710 26 % 52,721 21 % 41,327 26 % Total revenue $ 121,156 100 % $ 55,202 100 % $ 253,426 100 % $ 154,745 100 % 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 September 30, Nine Months Ended September 30, Country / Region 2022 2021 2022 2021 United States / Americas $ 87,478 $ 33,405 $ 170,347 $ 90,576 Japan / Asia Pacific $ 10,519 $ 7,925 $ 32,571 $ 23,584 The following table sets forth property and equipment, net (long-lived assets) by geographic area where they are located: September 30, December 31, 2022 2021 Americas $ 71,413 $ 23,733 International 20,257 9,889 Total long-lived assets $ 91,670 $ 33,622 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of September 30, 2022, and December 31, 2021, 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 September 30, 2022: Fair Value Measurements at Reporting Date Using Description Total Quoted Prices In Active Markets for Identical Assets Significant Significant Assets: Money market funds (2) $ 8,491 $ 8,491 $ — $ — Certificate of deposit (1) 40 — 40 — Commercial paper (1) 3,242 — 3,242 — Corporate notes and bonds (1) 5,177 — 5,177 — Municipal securities (1) 3,025 — 3,025 — Total assets measured at fair value $ 19,975 $ 8,491 $ 11,484 $ — ______________ (1) Classified in marketable securities (2) Classified in cash and cash equivalents The following is a summary of fair value measurements at December 31, 2021: Fair Value Measurements at Reporting Date Using Description Total Quoted Prices In Active Markets for Identical Assets Significant Significant Assets: Money market funds (2) $ 7,310 $ 7,310 $ — $ — Certificate of deposit (1) 40 — 40 — Corporate notes and bonds (1) 18,259 — 18,259 — Municipal securities (1) 19,108 — 19,108 — Total assets measured at fair value $ 44,717 $ 7,310 $ 37,407 $ — ______________ (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 from the date of purchase. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2021. All information is presented in thousands, except per share amounts and where specifically noted. |
Use of Estimates | 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, 2022, or for any future periods. |
Recent Accounting Standards | Recent Accounting Standards Adopted Accounting Standards None Recently Issued Accounting Standards |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition Purchase Price | The following table presents the allocation of the estimated purchase price consideration for Edgecast: Consideration: Common stock $ 195,565 Common stock - contingent consideration 16,300 Less: Consideration allocated to employee compensation arrangements (9,419) Total consideration allocated to Edgecast Acquisition $ 202,446 The following table presents the allocation of the purchase price for Moov: Consideration: Cash $ 34,054 Common stock 18,433 Total consideration $ 52,487 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase consideration to the acquisition date fair value of the assets, including intangible assets, liabilities assumed and related goodwill acquired: Cash (inclusive of $30,000 as described above) $ 30,037 Accounts receivable (a) 47,765 Prepaid expenses and other current assets (a) 6,835 Property and equipment (a) 61,718 Operating lease right of use assets 1,365 Goodwill (a) 58,512 Intangible assets Customer relationships 11,000 Technology 49,000 Other assets 393 Total assets acquired 266,625 Accounts payable and accrued liabilities 6,917 Deferred revenue 1,060 Operating lease liability obligations 3,071 Other current liabilities (a) 32,159 Operating lease liability obligations, less current portion 2,531 Deferred income taxes 18,433 Deferred revenue, less current portion 8 Total liabilities 64,179 Total purchase consideration $ 202,446 (a) During the third quarter of 2022, we identified measurement period adjustments related to preliminary fair value estimates. The total adjustments included a decrease to property and equipment of $6,348, a decrease to other current liabilities of $1,204, a decrease to accounts receivable of $788, and an increase to prepaid expenses and other current assets of $166. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. The following table summarizes the final allocation of the purchase consideration to the acquisition date fair value of the assets, including intangible assets, liabilities assumed and related goodwill acquired: Cash $ 3,130 Accounts receivable 2,514 Prepaid expenses and other current assets (a) 1,052 Goodwill (a) 35,669 Intangible assets: Trade name 91 Customer relationships 7,090 Technology 8,480 Total assets acquired 58,026 Accounts payable and accrued liabilities 2,432 Deferred revenue 3,107 Total liabilities 5,539 Total purchase consideration $ 52,487 (a) The valuation process to determine the fair values is complete. During the respective measurement period (up to one year from the acquisition date), Edgio made certain measurement period adjustments to reflect facts and circumstances in existence at the acquisition date. |
Schedule of Pro Forma Information | The following unaudited pro forma combined financial information presents combined results of Edgio and Edgecast as if the acquisition of Edgecast has occurred on January 1, 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue $ 121,156 $ 134,706 $ 399,958 $ 401,810 Net loss $ (33,635) $ (33,541) $ (93,096) $ (137,415) |
Investments in Marketable Sec_2
Investments in Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Marketable Securities | The following is a summary of marketable securities (designated as available-for-sale) at September 30, 2022: Amortized Gross Gross Estimated Certificate of deposit $ 40 $ — $ — $ 40 Commercial paper 3,242 — — 3,242 Corporate notes and bonds 5,204 — 27 5,177 Municipal securities 3,026 — 1 3,025 Total marketable securities $ 11,512 $ — $ 28 $ 11,484 The following is a summary of marketable securities (designated as available-for-sale) at December 31, 2021: Amortized Gross Gross Estimated Certificate of deposit $ 40 $ — $ — $ 40 Corporate notes and bonds 18,297 — 38 18,259 Municipal securities 19,117 — 9 19,108 Total marketable securities $ 37,454 $ — $ 47 $ 37,407 |
Amortized Cost and Estimated Fair Value of Marketable Securities by Maturity | The amortized cost and estimated fair value of marketable securities at September 30, 2022, by maturity are shown below: Amortized Gross Gross Estimated Available-for-sale securities: Due in one year or less $ 11,472 $ — $ 28 $ 11,444 Due after one year and through five years 40 — — 40 Total marketable securities $ 11,512 $ — $ 28 $ 11,484 The amortized cost and estimated fair value of marketable securities at December 31, 2021, by maturity are shown below: Amortized Gross Gross Estimated Available-for-sale securities: Due in one year or less $ 37,209 $ — $ 47 $ 37,162 Due after one year and through five years 245 — — 245 Total marketable securities $ 37,454 $ — $ 47 $ 37,407 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Summary of Accounts Receivable and Allowances for Doubtful Accounts | Accounts receivable, net include: September 30, December 31, 2022 2021 Accounts receivable $ 124,533 $ 43,887 Less: credit allowance (210) (170) Less: allowance for doubtful accounts (1,926) (1,500) Total accounts receivable, net $ 122,397 $ 42,217 The following is a roll-forward of the allowances for doubtful accounts related to trade accounts receivable for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021: Nine Months Ended Twelve Months Ended September 30, 2022 December 31, 2021 Beginning of period $ 1,500 $ 1,012 Provision for credit losses 671 1,082 Write-offs (245) (594) End of period $ 1,926 $ 1,500 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets include: September 30, December 31, 2022 2021 Prepaid bandwidth and backbone $ 1,893 $ 1,754 VAT receivable 6,902 4,781 Prepaid expenses and insurance 6,682 1,975 Related party receivable 7,853 — Vendor deposits and other 5,445 4,526 Total prepaid expenses and other current assets $ 28,775 $ 13,036 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net include: September 30, December 31, 2022 2021 Network equipment $ 164,925 $ 123,915 Computer equipment and software 8,968 7,107 Furniture and fixtures 5,961 1,406 Leasehold improvements 6,073 6,454 Other equipment 17 18 Total property and equipment 185,944 138,900 Less: accumulated depreciation (94,274) (105,278) Total property and equipment, net $ 91,670 $ 33,622 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2022, were as follows: Balance, December 31, 2021 $ 114,511 Foreign currency translation adjustment (1,179) Measurement period adjustments - Moov acquisition (779) Acquisition of Edgecast 58,512 Balance, September 30, 2022 $ 171,065 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following as of September 30, 2022: Gross Accumulated Net Trade name $ 91 $ (33) $ 58 Client relationships 18,090 (1,970) 16,120 Technology 57,480 (5,920) 51,560 Total other intangible assets $ 75,661 $ (7,923) $ 67,738 |
Schedule of Intangible Assets Future Amortization Expense | As of September 30, 2022, future amortization expense related to our other intangible assets is expected to be recognized as follows: Remainder of 2022 $ 4,174 2023 16,694 2024 16,684 2025 16,664 2026 8,480 Thereafter 5,042 Total $ 67,738 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities include: September 30, December 31, 2022 2021 Accrued compensation and benefits $ 16,534 $ 5,131 Accrued cost of revenue (1) 47,977 5,714 Accrued interest payable 729 1,823 Related party payable 10,241 — Other accrued expenses 11,273 6,624 Total other current liabilities $ 86,754 $ 19,292 (1) September 30, 2022 balance includes accrued cost of revenue acquired as a result of the Edgecast Acquisition, and accrued bandwidth costs and co-location fees related to Edgecast operations during the three and nine months ended September 30, 2022. Refer to Note 3 “ Business Acquisitions” for more information. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The net carrying amounts of the liability and equity components of the Notes consisted of the following: September 30, December 31, 2022 2021 Liability component: Principal $ 125,000 $ 125,000 Unamortized transaction costs (2,584) (3,218) Net carrying amount $ 122,416 $ 121,782 Interest expense recognized related to the Notes was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Contractual interest expense $ 1,093 $ 1,094 $ 3,281 $ 3,259 Amortization of transaction costs 214 204 634 604 Total $ 1,307 $ 1,298 $ 3,915 $ 3,863 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve | The following table summarizes the activity of our restructuring accrual (recorded in other current liabilities on our consolidated balance sheet) during the nine months ended September 30, 2022 (in thousands): 2022 Restructuring Charges Employee Severance and Related Benefits Share-Based Compensation Facilities Related Charges Professional Fees and Other Total Balance as of December 31, 2021 $ 235 $ — $ 180 $ — $ 415 Costs incurred (recorded in restructuring charge) (95) — 791 2 698 Cash disbursements (140) — (687) (2) (829) Non-cash charges, other adjustments — — 3 — 3 Balance as of March 31, 2022 $ — $ — $ 287 $ — $ 287 Costs incurred (recorded in restructuring charge) 3,714 — 654 — 4,368 Cash disbursements — — (807) — (807) Non-cash charges, other adjustments (1,884) — — — (1,884) Balance as of June 30, 2022 $ 1,830 $ — $ 134 $ — $ 1,964 Costs incurred (recorded in restructuring charge) 1,511 397 2,162 — 4,070 Cash disbursements (3,011) — (409) — (3,420) Non-cash charges (182) (157) (1,596) — (1,935) Balance as of September 30, 2022 $ 148 $ 240 $ 291 $ — $ 679 The following table summarizes the activity of our restructuring accrual (recorded in other current liabilities on our consolidated balance sheet) during the nine months ended September 30, 2021 (in thousands): 2021 Restructuring Charges Employee Severance and Related Benefits Share-Based Compensation Facilities Related Charges Professional Fees and Other Total Balance as of January 1, 2021 $ — $ — $ — $ — $ — Costs incurred (recorded in restructuring charge) 3,513 1,354 — 2,006 6,873 Cash disbursements (1,143) — — (237) (1,380) Non-cash charges — (1,354) — — (1,354) Balance as of March 31, 2021 $ 2,370 $ — $ — $ 1,769 $ 4,139 Costs incurred (recorded in restructuring charge) (247) 917 — 1,485 2,155 Cash disbursements (1,203) — — (2,902) (4,105) Non-cash charges — (917) — — (917) Balance as of June 30, 2021 $ 920 $ — $ — $ 352 $ 1,272 Costs incurred (recorded in restructuring charge) (1) (236) 1,882 125 1,770 Cash disbursements (357) — — (465) (822) Non-cash charges (9) 383 (1,882) — (1,508) Balance as of September 30, 2021 $ 553 $ 147 $ — $ 12 $ 712 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share | The following table sets forth the components used in the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ (42,617) $ (10,105) $ (78,217) $ (49,332) Basic weighted-average outstanding shares of common stock 220,194 126,791 169,166 125,710 Basic weighted-average outstanding shares of common stock 220,194 126,791 169,166 125,710 Dilutive effect of stock options, restricted stock units, and other equity incentive plans — — — — Diluted weighted-average outstanding shares of common stock 220,194 126,791 169,166 125,710 Basic net loss per share $ (0.19) $ (0.08) $ (0.46) $ (0.39) Diluted net loss per share: $ (0.19) $ (0.08) $ (0.46) $ (0.39) |
Schedule of Antidilutive Securities Excluded from Computation | For the three and nine months ended September 30, 2022 and 2021, 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Employee stock purchase plan 266 314 266 314 Stock options 1,081 1,243 2,044 2,574 Restricted stock units 4,170 11,521 5,250 11,979 Convertible senior notes 14,654 14,654 14,654 14,654 Contingently issuable shares (1) 12,685 — 12,685 — 32,856 27,732 34,899 29,521 (1) Represents common stock contingent consideration related to the Edgecast Acquisition. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Changes in the components of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2022, were as follows: Foreign Available for Currency Sale Securities Total Balance, December 31, 2021 $ (8,296) $ (49) $ (8,345) Other comprehensive (loss) gain before reclassifications (5,130) 13 (5,117) Amounts reclassified from accumulated other comprehensive loss — — — Net current period other comprehensive (loss) gain (5,130) 13 (5,117) Balance, September 30, 2022 $ (13,426) $ (36) $ (13,462) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Components of Share-based Compensation Expense | The following table summarizes the components of share-based compensation expense included in our consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation expense by type: Stock options $ 340 $ 144 $ 1,510 $ 7,395 Restricted stock units 7,850 3,300 20,618 8,579 ESPP 163 213 528 503 Total share-based compensation expense $ 8,353 $ 3,657 $ 22,656 $ 16,477 Share-based compensation expense: Cost of services $ 855 $ 438 $ 1,589 $ 1,142 General and administrative expense 2,200 2,301 6,469 10,203 Sales and marketing expense 727 640 3,284 1,598 Research and development expense 4,571 662 11,314 1,647 Restructuring charge — (384) — 1,887 Total share-based compensation expense $ 8,353 $ 3,657 $ 22,656 $ 16,477 |
Operating Leases - Right of U_2
Operating Leases - Right of Use Assets and Purchase Commitments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Right-of-use Assets and Lease Liabilities | Below is a summary of our right of use assets and liabilities as of September 30, 2022. Right-of-use assets $ 6,680 Lease liability obligations, current $ 4,396 Lease liability obligations, less current portion 10,511 Total lease liability obligations $ 14,907 Weighted-average remaining lease term 5.4 years Weighted-average discount rate 5.05 % |
Future Minimum Lease Payments Over Remaining Lease Periods | Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of September 30, 2022, were as follows: Remainder of 2022 $ 1,360 2023 5,154 2024 2,360 2025 1,440 2026 1,468 Thereafter 5,361 Total minimum payments 17,143 Less: amount representing interest 2,236 Total $ 14,907 |
Minimum Purchase Commitments | The following summarizes our minimum non-cancellable commitments for future periods as of September 30, 2022: Remainder of 2022 $ 24,242 2023 46,593 2024 24,592 2025 17,893 2026 13,557 Thereafter 5,234 Total minimum payments $ 132,111 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summarizes of Amounts Due To and Due From | The following table summarizes the amounts due to and due from College Parent and its related affiliates: September 30, 2022 Prepaid assets and other current assets $ 7,853 Other assets 2,557 Total amount due from related party $ 10,410 Accounts payable $ 6,580 Other current liabilities 10,241 Total amount due to related party $ 16,821 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Areas (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenue Earned by Geographic Area | The following table sets forth our revenue by geographic area: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 96,135 79 % $ 34,065 62 % $ 181,781 72 % $ 92,432 60 % EMEA 6,954 6 % 6,427 12 % 18,924 7 % 20,986 14 % Asia Pacific 18,067 15 % 14,710 26 % 52,721 21 % 41,327 26 % Total revenue $ 121,156 100 % $ 55,202 100 % $ 253,426 100 % $ 154,745 100 % |
Schedule of Concentration of Revenue by Country | 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 September 30, Nine Months Ended September 30, Country / Region 2022 2021 2022 2021 United States / Americas $ 87,478 $ 33,405 $ 170,347 $ 90,576 Japan / Asia Pacific $ 10,519 $ 7,925 $ 32,571 $ 23,584 |
Long-lived Assets by Geographical Area | The following table sets forth property and equipment, net (long-lived assets) by geographic area where they are located: September 30, December 31, 2022 2021 Americas $ 71,413 $ 23,733 International 20,257 9,889 Total long-lived assets $ 91,670 $ 33,622 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Investments | The following is a summary of fair value measurements at September 30, 2022: Fair Value Measurements at Reporting Date Using Description Total Quoted Prices In Active Markets for Identical Assets Significant Significant Assets: Money market funds (2) $ 8,491 $ 8,491 $ — $ — Certificate of deposit (1) 40 — 40 — Commercial paper (1) 3,242 — 3,242 — Corporate notes and bonds (1) 5,177 — 5,177 — Municipal securities (1) 3,025 — 3,025 — Total assets measured at fair value $ 19,975 $ 8,491 $ 11,484 $ — ______________ (1) Classified in marketable securities (2) Classified in cash and cash equivalents The following is a summary of fair value measurements at December 31, 2021: Fair Value Measurements at Reporting Date Using Description Total Quoted Prices In Active Markets for Identical Assets Significant Significant Assets: Money market funds (2) $ 7,310 $ 7,310 $ — $ — Certificate of deposit (1) 40 — 40 — Corporate notes and bonds (1) 18,259 — 18,259 — Municipal securities (1) 19,108 — 19,108 — Total assets measured at fair value $ 44,717 $ 7,310 $ 37,407 $ — ______________ (1) Classified in marketable securities (2) Classified in cash and cash equivalents |
Nature of Business (Details)
Nature of Business (Details) - Edgecast, Inc. shares in Thousands, $ in Thousands | Jun. 15, 2022 USD ($) shares |
Business Acquisition [Line Items] | |
Consideration transferred | $ | $ 202,446 |
Consideration , equity interest (in shares) | shares | 76,920 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jun. 15, 2022 USD ($) tradingDay $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) $ / shares | |
Business Acquisition [Line Items] | ||||||||||
Business acquisition, expected purchase price | $ 270,000 | |||||||||
Issuance of common stock for employee compensation arrangements (in shares) | shares | 3,892,000 | |||||||||
Share-based compensation expense | $ 8,353 | $ 3,657 | $ 22,656 | $ 16,477 | ||||||
Unrecognized compensation expense | 32,249 | $ 32,249 | ||||||||
Acquired intangible assets, weighted average useful life | 4 years 4 months 24 days | |||||||||
Restructuring charges | 4,070 | $ 4,368 | $ 698 | 1,770 | $ 2,155 | $ 6,873 | $ 9,136 | 10,798 | ||
Research and development expense | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 4,571 | 662 | 11,314 | 1,647 | ||||||
Cost of sales | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 855 | 438 | 1,589 | 1,142 | ||||||
General and administrative expense | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 2,200 | 2,301 | 6,469 | 10,203 | ||||||
Sales and marketing expense | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 727 | $ 640 | $ 3,284 | $ 1,598 | ||||||
Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired intangible assets, weighted average useful life | 6 years 8 months 12 days | |||||||||
Technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired intangible assets, weighted average useful life | 3 years 8 months 12 days | |||||||||
Edgecast, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, percentage of interests acquired | 100% | |||||||||
Consideration transferred | $ 202,446 | |||||||||
Business acquisition, expected share price (in dollars per share) | $ / shares | $ 4.1168 | |||||||||
Business acquisition, share price, trading days | tradingDay | 30 | |||||||||
Business acquisition, expected equity interest (in shares) | shares | 80,812,000 | |||||||||
Business combination, share price (in dollars per share) | $ / shares | $ 2.42 | |||||||||
Consideration , equity interest (in shares) | shares | 76,920,000 | |||||||||
Consideration transferred, equity | $ 195,565 | |||||||||
Common stock - contingent consideration | 16,900 | 16,300 | ||||||||
Consideration allocated to employee compensation arrangements | 9,419 | |||||||||
Prepaid expense and other current assets recognized | 6,573 | |||||||||
Other assets recognized | $ 2,846 | |||||||||
Share-based compensation expense | 3,865 | $ 4,863 | ||||||||
Unrecognized compensation expense | 4,556 | 4,556 | ||||||||
Unrecognized compensation expense, to be recognized remainder of year | 1,572 | 1,572 | ||||||||
Unrecognized compensation expense, to be recognized year one | 2,559 | 2,559 | ||||||||
Property and equipment useful life | 2 years 10 months 24 days | |||||||||
Deferred income tax liability | $ 18,433 | |||||||||
Revenue of acquiree since acquisition date | 62,231 | 75,005 | ||||||||
Income of acquiree since acquisition date | 8,306 | 8,293 | ||||||||
Transaction costs | 4,520 | 23,902 | ||||||||
Edgecast, Inc. | Acquisition-related costs | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Transaction costs | 1,090 | 4,804 | ||||||||
Edgecast, Inc. | Research and development expense | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 2,715 | 3,288 | ||||||||
Edgecast, Inc. | Cost of sales | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 674 | 880 | ||||||||
Edgecast, Inc. | General and administrative expense | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 184 | 362 | ||||||||
Edgecast, Inc. | Sales and marketing expense | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | $ 292 | $ 333 | ||||||||
Edgecast, Inc. | Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired intangible assets, weighted average useful life | 8 years 6 months | |||||||||
Edgecast, Inc. | Technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired intangible assets, weighted average useful life | 4 years | |||||||||
Edgecast, Inc. | College Parent | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration , equity interest (in shares) | shares | 7,287,000 | |||||||||
Consideration transferred, equity | $ 30,000 | |||||||||
Contingent consideration, earnout period | 3 years | |||||||||
Contingent consideration, equity (in shares) | shares | 12,685,000 | |||||||||
Earnout period, threshold trading days | tradingDay | 10 | |||||||||
Earnout period, consecutive threshold trading days | tradingDay | 30 | |||||||||
Edgecast, Inc. | Stock price trigger, one | College Parent | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, equity (in shares) | shares | 5,398,000 | |||||||||
Earnout period, stock trigger price (in dollars per share) | $ / shares | $ 6.1752 | |||||||||
Edgecast, Inc. | Stock price trigger, two | College Parent | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, equity (in shares) | shares | 4,048,000 | |||||||||
Earnout period, stock trigger price (in dollars per share) | $ / shares | $ 8.2336 | |||||||||
Edgecast, Inc. | Stock price trigger, three | College Parent | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, equity (in shares) | shares | 3,239,000 | |||||||||
Earnout period, stock trigger price (in dollars per share) | $ / shares | $ 10.2920 | |||||||||
Moov Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, percentage of interests acquired | 100% | 100% | 100% | |||||||
Consideration transferred | $ 52,487 | |||||||||
Business combination, share price (in dollars per share) | $ / shares | $ 2.68 | $ 2.68 | $ 2.68 | |||||||
Consideration , equity interest (in shares) | shares | 6,878,000 | |||||||||
Consideration transferred, equity | $ 18,433 | |||||||||
Consideration transferred, cash | $ 34,054 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Business Acquisition Purchase Price (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 15, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Edgecast, Inc. | |||
Consideration: | |||
Common stock | $ 195,565 | ||
Common stock - contingent consideration | 16,900 | $ 16,300 | |
Less: Consideration allocated to employee compensation arrangements | (9,419) | ||
Total consideration | $ 202,446 | ||
Moov Corporation | |||
Consideration: | |||
Cash | $ 34,054 | ||
Common stock | 18,433 | ||
Total consideration | $ 52,487 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Jun. 15, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 171,065 | $ 171,065 | $ 114,511 | ||||
Measurement period adjustments - Moov acquisition | $ (779) | ||||||
Edgecast, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 30,037 | ||||||
Accounts receivable | 47,765 | ||||||
Prepaid expenses and other current assets | 6,835 | ||||||
Property and equipment | 61,718 | ||||||
Operating lease right of use assets | 1,365 | ||||||
Goodwill | 58,512 | ||||||
Other assets | 393 | ||||||
Total assets acquired | 266,625 | ||||||
Accounts payable and accrued liabilities | 6,917 | ||||||
Deferred revenue | 1,060 | ||||||
Operating lease liability obligations | 3,071 | ||||||
Other current liabilities | 32,159 | ||||||
Operating lease liability obligations, less current portion | 2,531 | ||||||
Deferred income taxes | 18,433 | ||||||
Deferred revenue, less current portion | 8 | ||||||
Total liabilities | 64,179 | ||||||
Total purchase consideration | 202,446 | ||||||
Decrease to fixed assets | 6,348 | ||||||
Edgecast, Inc. | Additional Paid-In Capital | |||||||
Business Acquisition [Line Items] | |||||||
Decrease to other current liabilities | 1,204 | ||||||
Decrease to accounts receivable, net | 788 | ||||||
Increase to prepaid expenses | 166 | ||||||
Edgecast, Inc. | College Parent | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 30,000 | ||||||
Edgecast, Inc. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets: | 11,000 | ||||||
Edgecast, Inc. | Technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets: | $ 49,000 | ||||||
Moov Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 3,130 | ||||||
Accounts receivable | 2,514 | ||||||
Prepaid expenses and other current assets | 1,052 | ||||||
Goodwill | 35,669 | ||||||
Total assets acquired | 58,026 | ||||||
Accounts payable and accrued liabilities | 2,432 | ||||||
Deferred revenue | 3,107 | ||||||
Total liabilities | 5,539 | ||||||
Total purchase consideration | 52,487 | ||||||
Increase (decrease) to prepaid expenses and other current assets | (119) | $ 38 | $ 860 | ||||
Measurement period adjustments - Moov acquisition | $ 119 | $ (38) | $ (860) | ||||
Moov Corporation | Trade name | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets: | 91 | ||||||
Moov Corporation | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets: | 7,090 | ||||||
Moov Corporation | Technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets: | $ 8,480 |
Business Acquisitions - Sched_3
Business Acquisitions - Schedule of Pro Forma Information (Details) - Edgecast, Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 121,156 | $ 134,706 | $ 399,958 | $ 401,810 |
Net loss | $ (33,635) | $ (33,541) | $ (93,096) | $ (137,415) |
Investments in Marketable Sec_3
Investments in Marketable Securities - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 11,512 | $ 37,454 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 28 | 47 |
Estimated Fair Value | 11,484 | 37,407 |
Certificate of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40 | 40 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 40 | 40 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,242 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 3,242 | |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,204 | 18,297 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 27 | 38 |
Estimated Fair Value | 5,177 | 18,259 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,026 | 19,117 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 1 | 9 |
Estimated Fair Value | $ 3,025 | $ 19,108 |
Investments in Marketable Sec_4
Investments in Marketable Securities - Amortized Cost and Estimated Fair Value of Marketable Securities by Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Amortized Cost, Due in one year or less | $ 11,472 | $ 37,209 |
Amortized Cost, Due after one year and through five years | 40 | 245 |
Amortized Cost | 11,512 | 37,454 |
Gross Unrealized Gains, Due in one year or less | 0 | 0 |
Gross Unrealized Gains, Due after one year and through five years | 0 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses, Due in one year or less | 28 | 47 |
Gross Unrealized Losses, Due after one year and through five years | 0 | 0 |
Gross Unrealized Losses | 28 | 47 |
Estimated Fair Value, Due in one year or less | 11,444 | 37,162 |
Estimated Fair Value, Due after one year and through five years | 40 | 245 |
Estimated Fair Value | $ 11,484 | $ 37,407 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Accounts Receivable, net | ||
Accounts receivable | $ 124,533 | $ 43,887 |
Less: credit allowance | (210) | (170) |
Less: allowance for doubtful accounts | (1,926) | (1,500) |
Total accounts receivable, net | 122,397 | 42,217 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning of period | 1,500 | 1,012 |
Provision for credit losses | 671 | 1,082 |
Write-offs | (245) | (594) |
End of period | $ 1,926 | $ 1,500 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid bandwidth and backbone | $ 1,893 | $ 1,754 |
VAT receivable | 6,902 | 4,781 |
Prepaid expenses and insurance | 6,682 | 1,975 |
Related party receivable | 7,853 | 0 |
Vendor deposits and other | 5,445 | 4,526 |
Total prepaid expenses and other current assets | $ 28,775 | $ 13,036 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property and equipment, net | ||
Total property and equipment | $ 185,944 | $ 138,900 |
Less: accumulated depreciation | (94,274) | (105,278) |
Total property and equipment, net | 91,670 | 33,622 |
Network equipment | ||
Property and equipment, net | ||
Total property and equipment | 164,925 | 123,915 |
Computer equipment and software | ||
Property and equipment, net | ||
Total property and equipment | 8,968 | 7,107 |
Furniture and fixtures | ||
Property and equipment, net | ||
Total property and equipment | 5,961 | 1,406 |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment | 6,073 | 6,454 |
Other equipment | ||
Property and equipment, net | ||
Total property and equipment | $ 17 | $ 18 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Cost of revenue depreciation expense | $ 9,841 | $ 5,685 | $ 20,833 | $ 17,293 |
Operating expense depreciation | $ 1,026 | $ 409 | $ 1,608 | $ 1,497 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) reportingUnit | Sep. 30, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Number of reporting units | reportingUnit | 1 | |||
Amortization expense, intangible assets | $ 4,917,000 | $ 321,000 | $ 6,875,000 | $ 321,000 |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 |
Acquired intangible assets, weighted average useful life | 4 years 4 months 24 days | |||
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 1 year 10 months 24 days | |||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 6 years 8 months 12 days | |||
Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 3 years 8 months 12 days |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 114,511 |
Foreign currency translation adjustment | (1,179) |
Measurement period adjustments - Moov acquisition | (779) |
Acquisition of Edgecast | 58,512 |
Ending balance | $ 171,065 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 75,661 |
Accumulated Amortization | (7,923) |
Net Carrying Amount | 67,738 |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 91 |
Accumulated Amortization | (33) |
Net Carrying Amount | 58 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 18,090 |
Accumulated Amortization | (1,970) |
Net Carrying Amount | 16,120 |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 57,480 |
Accumulated Amortization | (5,920) |
Net Carrying Amount | $ 51,560 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Intangible Assets Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 4,174 |
2023 | 16,694 |
2024 | 16,684 |
2025 | 16,664 |
2026 | 8,480 |
Thereafter | 5,042 |
Net Carrying Amount | $ 67,738 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued compensation and benefits | $ 16,534 | $ 5,131 |
Accrued cost of revenue | 47,977 | 5,714 |
Accrued interest payable | 729 | 1,823 |
Related party payable | 10,241 | 0 |
Other accrued expenses | 11,273 | 6,624 |
Total other current liabilities | $ 86,754 | $ 19,292 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Jul. 27, 2020 USD ($) tradingDay $ / shares shares | Jul. 31, 2020 USD ($) | Nov. 30, 2015 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Nov. 02, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 22, 2020 $ / shares | |
Line of Credit Facility [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 6.69 | ||||||||||||
Increase (decrease) in equity | $ 295,334,000 | $ 141,323,000 | $ 295,334,000 | $ 141,323,000 | $ 336,612,000 | $ 141,579,000 | $ 130,884,000 | $ 175,192,000 | |||||
Convertible senior notes, net | 122,416,000 | 122,416,000 | 121,782,000 | ||||||||||
Convertible debt, fair value | 112,659,000 | 112,659,000 | 119,363,000 | ||||||||||
Additional Paid-In Capital | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase (decrease) in equity | 797,508,000 | 571,268,000 | 797,508,000 | 571,268,000 | 793,522,000 | 576,807,000 | 550,205,000 | 556,512,000 | |||||
Accumulated Deficit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase (decrease) in equity | (505,234,000) | (421,588,000) | (505,234,000) | (421,588,000) | $ (462,617,000) | (427,017,000) | $ (411,483,000) | (373,933,000) | |||||
Cumulative effect of adoption of new accounting pronouncement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Decrease in interest payable | 20,823,000 | ||||||||||||
Increase (decrease) in equity | (20,056,000) | ||||||||||||
Convertible senior notes, net | 20,255,000 | ||||||||||||
Cumulative effect of adoption of new accounting pronouncement | Additional Paid-In Capital | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase (decrease) in equity | (21,733,000) | ||||||||||||
Cumulative effect of adoption of new accounting pronouncement | Accumulated Deficit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase (decrease) in equity | $ 1,677,000 | ||||||||||||
Capped call | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Initial strike price (in dollars per share) | $ / shares | $ 8.53 | ||||||||||||
Initial cap price (in dollars per share) | $ / shares | $ 13.38 | ||||||||||||
Number of shares covered by capped calls (in shares) | shares | 14.7 | ||||||||||||
Costs incurred for capped calls | $ 16,400,000 | ||||||||||||
Convertible Senior Notes due 2025 | Convertible debt | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Aggregate principal amount | $ 125,000,000 | ||||||||||||
Stated interest rate (as a percent) | 3.50% | ||||||||||||
Additional principal amount, option | $ 15,000,000 | ||||||||||||
Net proceeds from debt issuance | $ 120,741,000 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.53 | ||||||||||||
Conversion ratio | 0.1172367 | ||||||||||||
Share price premium (as a percent) | 27.50% | ||||||||||||
Carrying amount | $ 102,500,000 | 122,416,000 | 122,416,000 | 121,782,000 | |||||||||
Effective interest rate (as a percent) | 8.60% | ||||||||||||
Equity component, gross amount | $ 22,500,000 | ||||||||||||
Debt term | 5 years | ||||||||||||
Transaction costs, liability component | $ 3,400,000 | ||||||||||||
Transaction costs, equity component | $ 859,000 | ||||||||||||
Contractual interest expense | 1,093,000 | 1,094,000 | 3,281,000 | 3,259,000 | |||||||||
Amortization of transaction costs | 214,000 | 204,000 | 634,000 | 604,000 | |||||||||
Convertible Senior Notes due 2025 | Convertible debt | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Conversion ratio | 0.1494768 | ||||||||||||
Convertible Senior Notes due 2025 | Convertible debt | Conversion covenant one | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Threshold percentage of stock price trigger (as a percent) | 130% | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.53 | ||||||||||||
Threshold trading days | tradingDay | 20 | ||||||||||||
Threshold consecutive trading days | tradingDay | 30 | ||||||||||||
Convertible Senior Notes due 2025 | Convertible debt | Conversion covenant two | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Threshold percentage of stock price trigger (as a percent) | 98% | ||||||||||||
Threshold consecutive trading days | tradingDay | 10 | ||||||||||||
Consecutive trading days immediately after measurement period | tradingDay | 5 | ||||||||||||
Convertible Senior Notes due 2025 | Convertible debt | Redemption option | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Threshold percentage of stock price trigger (as a percent) | 130% | ||||||||||||
Threshold trading days | tradingDay | 20 | ||||||||||||
Threshold consecutive trading days | tradingDay | 30 | ||||||||||||
Redemption price percentage (as a percent) | 100% | ||||||||||||
Convertible Senior Notes due 2025 | Convertible debt | Redemption option | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Threshold trading days | tradingDay | 41 | ||||||||||||
Convertible Senior Notes due 2025 | Convertible debt | Upon fundamental change | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Redemption price percentage (as a percent) | 100% | ||||||||||||
Revolving credit facility | Credit Agreement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Maximum borrowing amount | $ 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||
Borrowing capacity limit, percent of accounts receivable (as a percent) | 80% | ||||||||||||
Proceeds from line of credit | 0 | 0 | 0 | ||||||||||
Current borrowing capacity | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||||
Increase in interest rate in event of default (as a percent) | 3% | 3% | |||||||||||
Contractual interest expense | $ 0 | 0 | $ 0 | 0 | |||||||||
Amortization of transaction costs | $ 10,000 | $ 10,000 | $ 30,000 | $ 36,000 | |||||||||
Voting stock percentage in foreign subsidiaries (as a percent) | 65% | ||||||||||||
Line of credit facility, covenant compliance, adjusted quick ratio | 1 | 1 | |||||||||||
Adjusted quick ratio, monthly report submission threshold | 1.5 | ||||||||||||
Revolving credit facility | Credit Agreement | Subsequent event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Maximum borrowing amount | $ 50,000,000 | ||||||||||||
Revolving credit facility | Credit Agreement | Alternative base rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable rate minimum (as a percent) | 0.25% |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Debt (Details) - Convertible debt - Convertible Senior Notes due 2025 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 31, 2020 | |
Liability component: | ||||||
Principal | $ 125,000 | $ 125,000 | $ 125,000 | |||
Unamortized transaction costs | (2,584) | (2,584) | (3,218) | |||
Net carrying amount | 122,416 | 122,416 | $ 121,782 | $ 102,500 | ||
Interest Expense | ||||||
Contractual interest expense | 1,093 | $ 1,094 | 3,281 | $ 3,259 | ||
Amortization of transaction costs | 214 | 204 | 634 | 604 | ||
Total | $ 1,307 | $ 1,298 | $ 3,915 | $ 3,863 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs incurred | $ 4,070 | $ 9,136 | ||||||
Restructuring costs expected to be incurred, net | 2,000 | 2,000 | ||||||
Restructuring Reserve [Roll Forward] | ||||||||
Beginning balance | 1,964 | $ 287 | $ 415 | $ 1,272 | $ 4,139 | $ 0 | 415 | $ 0 |
Restructuring charges | 4,070 | 4,368 | 698 | 1,770 | 2,155 | 6,873 | 9,136 | 10,798 |
Cash disbursements | (3,420) | (807) | (829) | (822) | (4,105) | (1,380) | ||
Non-cash charges, other adjustments | (1,935) | (1,884) | 3 | (1,508) | (917) | (1,354) | ||
Ending balance | 679 | 1,964 | 287 | 712 | 1,272 | 4,139 | 679 | 712 |
Employee Severance and Related Benefits | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Beginning balance | 1,830 | 0 | 235 | 920 | 2,370 | 0 | 235 | 0 |
Restructuring charges | 1,511 | 3,714 | (95) | (1) | (247) | 3,513 | ||
Cash disbursements | (3,011) | 0 | (140) | (357) | (1,203) | (1,143) | ||
Non-cash charges, other adjustments | (182) | (1,884) | 0 | (9) | 0 | 0 | ||
Ending balance | 148 | 1,830 | 0 | 553 | 920 | 2,370 | 148 | 553 |
Share-Based Compensation | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Beginning balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restructuring charges | 397 | 0 | 0 | (236) | 917 | 1,354 | ||
Cash disbursements | 0 | 0 | 0 | 0 | 0 | 0 | ||
Non-cash charges, other adjustments | (157) | 0 | 0 | 383 | (917) | (1,354) | ||
Ending balance | 240 | 0 | 0 | 147 | 0 | 0 | 240 | 147 |
Facilities Related Charges | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Beginning balance | 134 | 287 | 180 | 0 | 0 | 0 | 180 | 0 |
Restructuring charges | 2,162 | 654 | 791 | 1,882 | 0 | 0 | ||
Cash disbursements | (409) | (807) | (687) | 0 | 0 | 0 | ||
Non-cash charges, other adjustments | (1,596) | 0 | 3 | (1,882) | 0 | 0 | ||
Ending balance | 291 | 134 | 287 | 0 | 0 | 0 | 291 | 0 |
Professional Fees and Other | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Beginning balance | 0 | 0 | 0 | 352 | 1,769 | 0 | 0 | 0 |
Restructuring charges | 0 | 0 | 2 | 125 | 1,485 | 2,006 | ||
Cash disbursements | 0 | 0 | (2) | (465) | (2,902) | (237) | ||
Non-cash charges, other adjustments | 0 | 0 | 0 | 0 | 0 | 0 | ||
Ending balance | $ 0 | $ 0 | $ 0 | $ 12 | $ 352 | $ 1,769 | $ 0 | $ 12 |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (42,617) | $ (10,105) | $ (78,217) | $ (49,332) |
Basic weighted-average outstanding shares of common stock | 220,194 | 126,791 | 169,166 | 125,710 |
Dilutive effect of stock options, restricted stock units, and other equity incentive plans (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted-average outstanding shares of common stock | 220,194 | 126,791 | 169,166 | 125,710 |
Basic net loss per share (in dollars per share) | $ (0.19) | $ (0.08) | $ (0.46) | $ (0.39) |
Diluted net loss per share (in dollars per share) | $ (0.19) | $ (0.08) | $ (0.46) | $ (0.39) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings (in shares) | 32,856 | 27,732 | 34,899 | 29,521 |
Employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings (in shares) | 266 | 314 | 266 | 314 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings (in shares) | 1,081 | 1,243 | 2,044 | 2,574 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings (in shares) | 4,170 | 11,521 | 5,250 | 11,979 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings (in shares) | 14,654 | 14,654 | 14,654 | 14,654 |
Contingently issuable shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings (in shares) | 12,685 | 0 | 12,685 | 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 31, 2019 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Mar. 14, 2017 | Jun. 30, 2013 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Issuance of preferred stock authorized (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | |||||
ESPP | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Number of shares authorized for issuance (in shares) | 9,000,000 | 4,000,000 | ||||||
Increase in shares available for issuance (in shares) | 5,000,000 | |||||||
Maximum number of shares permitted to purchase per period (in shares) | 5,000 | |||||||
Discount from market price for employees (as a percent) | 15% | |||||||
Issuance of common stock under employee stock purchase plan (in shares) | 0 | 280,000 | ||||||
Cash proceeds from purchase of shares under ESPP | $ 730 | $ 730 | ||||||
Common stock reserved for future options and restricted stock awards (in shares) | 2,769,000 | 2,769,000 | ||||||
Employee funds held by company for future purchase of shares | $ 621 | $ 621 | ||||||
2007 Equity Incentive Plan | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock reserved for future issuance (in shares) | 15,524,000 | 15,524,000 | ||||||
2021 Inducement Plan | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock reserved for future issuance (in shares) | 11,000,000 | |||||||
Shares issued during period | 10,477,000 | |||||||
2017 Share Repurchase Program | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchase amount authorized | $ 25,000 | |||||||
Shares repurchased and retired during period | 0 | 0 | ||||||
Remaining authorized repurchase amount | $ 21,200 | $ 21,200 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 336,612 | $ 130,884 | $ 141,579 | $ 175,192 |
Other comprehensive (loss) gain before reclassifications | (5,117) | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||
Other comprehensive loss | (2,049) | (526) | (5,117) | (980) |
Ending balance | 295,334 | 141,323 | 295,334 | 141,323 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (11,413) | (7,965) | (8,345) | (7,511) |
Ending balance | (13,462) | $ (8,491) | (13,462) | $ (8,491) |
Foreign Currency | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (8,296) | |||
Other comprehensive (loss) gain before reclassifications | (5,130) | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||
Other comprehensive loss | (5,130) | |||
Ending balance | (13,426) | (13,426) | ||
Available for Sale Securities | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (49) | |||
Other comprehensive (loss) gain before reclassifications | 13 | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||
Other comprehensive loss | 13 | |||
Ending balance | $ (36) | $ (36) |
Share-Based Compensation - Comp
Share-Based Compensation - Components of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Components of share-based compensation expense | ||||
Total share-based compensation expense | $ 8,353 | $ 3,657 | $ 22,656 | $ 16,477 |
Cost of services | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | 855 | 438 | 1,589 | 1,142 |
General and administrative expense | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | 2,200 | 2,301 | 6,469 | 10,203 |
Sales and marketing expense | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | 727 | 640 | 3,284 | 1,598 |
Research and development expense | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | 4,571 | 662 | 11,314 | 1,647 |
Restructuring charge | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | 0 | (384) | 0 | 1,887 |
Stock options | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | 340 | 144 | 1,510 | 7,395 |
Restricted stock units | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | 7,850 | 3,300 | 20,618 | 8,579 |
ESPP | ||||
Components of share-based compensation expense | ||||
Total share-based compensation expense | $ 163 | $ 213 | $ 528 | $ 503 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation expense total | $ 32,249 |
Share-based compensation expense, remainder of year | 5,122 |
Share-based compensation expense, 2022 | 18,454 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation expense total | 4,019 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation expense total | $ 28,230 |
Operating Leases - Right of U_3
Operating Leases - Right of Use Assets and Purchase Commitments - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | ||||
Right-of-use assets | $ 6,680 | $ 6,338 | ||
Operating lease liability obligations | 4,396 | 1,861 | ||
Operating lease liability obligations, less current portion | 10,511 | $ 9,616 | ||
Total lease liability obligations | $ 14,907 | |||
Weighted-average remaining lease term | 5 years 4 months 24 days | |||
Weighted-average discount rate | 5.05% | |||
Operating lease costs | $ 398 | $ 1,827 | ||
Operating cash flows from operating leases | 754 | 2,317 | ||
Cost of sales | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease costs | 97 | 340 | ||
Operating Expenses | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease costs | $ 301 | $ 1,487 |
Operating Leases - Right of U_4
Operating Leases - Right of Use Assets and Purchase Commitments - Future Minimum Lease Payments Over Remaining Lease Periods (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Future minimum lease payments over remaining lease periods | |
Remainder of 2022 | $ 1,360 |
2023 | 5,154 |
2024 | 2,360 |
2025 | 1,440 |
2026 | 1,468 |
Thereafter | 5,361 |
Total minimum payments | 17,143 |
Less: amount representing interest | 2,236 |
Total | $ 14,907 |
Operating Leases - Right of U_5
Operating Leases - Right of Use Assets and Purchase Commitments - Minimum Purchase Commitments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Minimum purchase commitments | |
Remainder of 2022 | $ 24,242 |
2023 | 46,593 |
2024 | 24,592 |
2025 | 17,893 |
2026 | 13,557 |
Thereafter | 5,234 |
Total minimum payments | $ 132,111 |
Concentrations (Details)
Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Revenue | $ 121,156 | $ 55,202 | $ 253,426 | $ 154,745 |
Customer concentration | Sales revenue | Two Clients | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10% | 10% | 10% | |
Customer concentration | Sales revenue | One Client | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10% | |||
Geographic concentration | Sales revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 100% | 100% | 100% | 100% |
United States / Americas | Geographic concentration | Sales revenue | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 87,478 | $ 33,405 | $ 170,347 | $ 90,576 |
United States and Japan | Geographic concentration | Sales revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10% | 10% | 10% | 10% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 440 | $ 211 | $ (18,943) | $ 718 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Affiliated entity - College Parent $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||
Expenses | $ 14,304 | $ 16,821 |
Revenue | 0 | 0 |
Trade accounts receivable | 0 | 0 |
Cost of sales | ||
Related Party Transaction [Line Items] | ||
Expenses | 7,216 | 9,139 |
General and administrative expense | ||
Related Party Transaction [Line Items] | ||
Expenses | 2,406 | 2,876 |
Sales and marketing expense | ||
Related Party Transaction [Line Items] | ||
Expenses | 222 | 334 |
Research and development expense | ||
Related Party Transaction [Line Items] | ||
Expenses | $ 4,460 | $ 4,472 |
Related Party Transactions - Su
Related Party Transactions - Summary of Amounts Due To and Due From (Details) - College Parent - Affiliated entity $ in Thousands | Sep. 30, 2022 USD ($) |
Related Party Transaction [Line Items] | |
Total amount due from related party | $ 10,410 |
Total amount due to related party | 16,821 |
Prepaid assets and other current assets | |
Related Party Transaction [Line Items] | |
Total amount due from related party | 7,853 |
Other assets | |
Related Party Transaction [Line Items] | |
Total amount due from related party | 2,557 |
Accounts payable | |
Related Party Transaction [Line Items] | |
Total amount due to related party | 6,580 |
Other current liabilities | |
Related Party Transaction [Line Items] | |
Total amount due to related party | $ 10,241 |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Areas - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 location segment | |
Segment Reporting [Abstract] | |
Number of industry segment | segment | 1 |
Number of geographic areas | location | 3 |
Segment Reporting and Geograp_4
Segment Reporting and Geographic Areas - Revenue Earned by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 121,156 | $ 55,202 | $ 253,426 | $ 154,745 |
Americas | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 96,135 | 34,065 | 181,781 | 92,432 |
EMEA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 6,954 | 6,427 | 18,924 | 20,986 |
Asia Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 18,067 | $ 14,710 | $ 52,721 | $ 41,327 |
Sales revenue | Geographic concentration | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percent of revenue | 100% | 100% | 100% | 100% |
Sales revenue | Geographic concentration | Americas | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percent of revenue | 79% | 62% | 72% | 60% |
Sales revenue | Geographic concentration | EMEA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percent of revenue | 6% | 12% | 7% | 14% |
Sales revenue | Geographic concentration | Asia Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percent of revenue | 15% | 26% | 21% | 26% |
Segment Reporting and Geograp_5
Segment Reporting and Geographic Areas - Schedule of Concentration of Revenue by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Revenue | $ 121,156 | $ 55,202 | $ 253,426 | $ 154,745 |
Geographic concentration | Sales revenue | United States / Americas | ||||
Concentration Risk [Line Items] | ||||
Revenue | 87,478 | 33,405 | 170,347 | 90,576 |
Geographic concentration | Sales revenue | Japan / Asia Pacific | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 10,519 | $ 7,925 | $ 32,571 | $ 23,584 |
Segment Reporting and Geograp_6
Segment Reporting and Geographic Areas - Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Long-lived assets by geographical area | ||
Total long-lived assets | $ 91,670 | $ 33,622 |
Americas | ||
Long-lived assets by geographical area | ||
Total long-lived assets | 71,413 | 23,733 |
International | ||
Long-lived assets by geographical area | ||
Total long-lived assets | $ 20,257 | $ 9,889 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | $ 19,975 | $ 44,717 |
Money market funds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 8,491 | 7,310 |
Certificate of deposit | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 40 | 40 |
Commercial paper | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 3,242 | |
Corporate notes and bonds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 5,177 | 18,259 |
Municipal securities | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 3,025 | 19,108 |
Quoted Prices In Active Markets for Identical Assets (Level 1) | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 8,491 | 7,310 |
Quoted Prices In Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 8,491 | 7,310 |
Quoted Prices In Active Markets for Identical Assets (Level 1) | Certificate of deposit | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | |
Quoted Prices In Active Markets for Identical Assets (Level 1) | Corporate notes and bonds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Quoted Prices In Active Markets for Identical Assets (Level 1) | Municipal securities | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 11,484 | 37,407 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Certificate of deposit | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 40 | 40 |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 3,242 | |
Significant Other Observable Inputs (Level 2) | Corporate notes and bonds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 5,177 | 18,259 |
Significant Other Observable Inputs (Level 2) | Municipal securities | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 3,025 | 19,108 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Certificate of deposit | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | |
Significant Unobservable Inputs (Level 3) | Corporate notes and bonds | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Municipal securities | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Total assets measured at fair value | $ 0 | $ 0 |
Uncategorized Items - egio-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |