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BRIGHTCOVE INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2013. Forward-Looking Statements This Quarterly Report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Such forward-looking statements include any expectation of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; factors that may affect our operating results; statements related to adding employees; statements related to potential benefits of the acquisition of substantially all of the assets of Unicorn Media, Inc. and certain of its subsidiaries; statements related to future capital expenditures; statements related to future economic conditions or performance; statements as to industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "will," "plan," "project," "seek," "should," "target," "will," "would," and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Risk Factors" included in Item 1A of Part II of this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2013 and the risks discussed in our other SEC filings. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Company Overview We are a leading global provider of cloud services for video. Brightcove Video Cloud, or Video Cloud, our flagship product released in 2006, is the world's leading online video platform. As of June 30, 2014, we had 5,995 customers in over 70 countries, including many of the world's leading media, retail, technology and financial services companies, as well as governments, educational institutions and non-profit organizations. In the six months ended June 30, 2014, our customers used Video Cloud to deliver an average of approximately 1.5 billion video streams per month, which we believe is more video streams per month than any other professional solution. Video Cloud enables our customers to publish and distribute video to Internet-connected devices quickly, easily and in a cost-effective and high-quality manner. Our innovative technology and intuitive user interface give customers control over a wide range of features and functionality needed to publish and deliver a compelling user experience, including content management, format conversion, video player styling, distributed caching, advertising insertion, content protection and distribution to diverse device types and multiple websites, including their own websites, partner websites and social media sites. Video Cloud also includes comprehensive analytics that allow customers to understand and refine their engagement with end users. The Zencoder media processing service, or the Zencoder Service, is a cloud-based video encoding service. The Zencoder Service provides our customers with high-quality, reliable encoding of live and on-demand video and access to highly-scalable encoding power without having to pay for, manage and scale expensive hardware and software. On January 31, 2014, we acquired substantially all of the assets of Unicorn Media, Inc. and certain of its subsidiaries, or Unicorn, a provider of cloud-based video ad insertion technology. The Unicorn Once service, re-branded as Brightcove Once, is an innovative, cloud-based ad insertion and video stitching service which addresses the limitations of traditional online video ad insertion technology. Brightcove Once, or Once, reduces the need for platform-specific ad technology and makes it possible for customers to reliably deliver live or on-demand video with dynamically customized programming and targeted advertising to a wide range of Internet-connected devices. We plan to continue to develop, operate, support and promote Once in its current form in the near term. We also plan to integrate Once with our Video Cloud productover time. 16 As of June 30, 2013, we had 345 employees and 6,386 customers, of which 4,680 used our volume offerings and 1,706 used our premium offerings. As of June 30, 2014, we had 401 employees and 5,995 customers, of which 4,162 used our volume offerings and 1,833 used our premium offerings. We have primarily generated our revenue to date by offering our Video Cloud product to customers on a subscription-based, software-as-a-service, or SaaS, model. Our revenue grew from $51.6 million in the six months ended June 30, 2013 to $62.1 million in the six months ended June 30, 2014. Our consolidated net loss was $9.2 million and $7.7 million for the six months ended June 30, 2014 and 2013, respectively. Included in consolidated net loss for the six months ended June 30, 2014 was stock-based compensation expense, amortization of acquired intangible assets and merger-related expenses of $3.2 million, $1.6 million and $2.4 million, respectively. Included in consolidated net loss for the six months ended June 30, 2013 was stock-based compensation, amortization of acquired intangible assets and merger-related expenses of $3.2 million, $860,000 and $1.1 million, respectively. For the six months ended June 30, 2014 and 2013, our revenue derived from customers located outside North America was 41% and 40%, respectively. We expect the percentage of total net revenue derived from outside North America to increase in future periods as we continue to expand our international operations. Our philosophy for the next few years will continue to be to invest for long-term growth. We believe these investments will help us address some of the challenges facing our business such as demand for our products by customers and potential customers, rapid technological change in our industry, increased competition and resulting price sensitivity. These investments include support for the expansion of our infrastructure within our hosting facilities, the hiring of additional technical and sales personnel, and the innovation of new features for existing products and the development of new products. We believe these investments will help us retain our existing customers and lead to the acquisition of new customers. Additionally, we believe customer growth will enable us to achieve economies of scale which will reduce our cost of goods sold, research and development and general and administrative expenses as apercentage of total revenue. Acquisitions On August 14, 2012, we acquired Zencoder Inc., or Zencoder, a cloud-based media processing service and HTML5 video player technology provider, for total consideration of approximately $27.4 million. This transaction was accounted for under the purchase method of accounting. Accordingly, the results of operations of Zencoder have been included in our consolidated financial statements since the date of acquisition. All of the assets acquired and liabilities assumed in the transaction have been recognized at their acquisition date fair values, which were finalized at December 31, 2012. The acquisition did not result in the addition of any reportable segments. On January 8, 2013, we acquired the remaining 37% interest of our majority-owned subsidiary, Brightcove Kabushiki Kaisha, or Brightcove KK, a Japanese joint venture which was formed on July 18, 2008. The purchase price of the remaining equity interest was approximately $1.1 million and was funded by cash on hand. Given that we now own 100% of Brightcove KK, we will continue to consolidate Brightcove KK for financial reporting purposes, however, commencing on January 8, 2013, we no longer record a non-controlling interest in the consolidated statements of operations. On January 31, 2014, we acquired substantially all of the assets of Unicorn Media, Inc. and certain of its subsidiaries, or Unicorn, a provider of cloud video ad insertion technology, for total consideration of approximately $39.7 million, which was funded by cash on hand of $9.1 million and 2,850,547 unregistered shares of our common stock. The results of operations of Unicorn are consolidated with our results of operations beginning on January 31, 2014, the closing date of the transaction. Key Metrics We regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. • Number of Customers. We define our number of customers at the end of a particular quarter as the number of customers generating subscription revenue at the end of the quarter. We believe the number of customers is a key indicator of our market penetration, the productivity of our sales organization and the value that our products bring to both large and small organizations. We classify our customers by including them in either premium or volume offerings. Our premium offerings include our premium Video Cloud customers (Enterprise and Pro editions), Once customers and our Zencoder customers who are on annual contracts. Our volume offerings include our Video Cloud Express customers and our Zencoder customers on month-to-month and pay-as-you-go contracts. The number of customers subscribing to our premium offerings is particularly important to monitor given that we expect revenue from premium offerings to continue to represent a significant portion of our total revenue, and we are investing significantly to support sales in a new and rapidly evolving market. As of June 30, 2014, we had 5,995 customers, of which 4,162 used our volume offerings and 1,833 used our premium offerings. As of June 30, 2013, we had 6,386 customers, of which 4,680 used our volume offerings and 1,706 used our premium offerings. The number of volume customers decreased during the six months ended June 30, 2014 primarily due to our discontinuation of entry-level Video Cloud Express offerings. As a result, we experienced attrition of this base level offering without a corresponding addition of customers. We expect customers using our volume offerings to continue to decrease during the remainder of 2014 given that certain of the Video Cloud Express price levels were discontinued. 17 • Average Monthly Streams. We define average monthly streams as the year-to-date average number of monthly stream starts on Video Cloud and Once. We believe the average number of monthly streams is a key indicator of the adoption of Video Cloud as an online video platform, the adoption of Once as online video ad insertion technology and the growth of video content across the Internet. During the six months ended June 30, 2014, the average number of monthly streams was approximately 1.5 billion, an increase of 63% from approximately 919 million during the six months ended June 30, 2013. During the six months ended June 30, 2014, the average number of monthly streams included those streams from Once, as the purchase of substantially all of the assets of Unicorn Media occurred during the first quarter of 2014. • Recurring Dollar Retention Rate. We assess our ability to retain customers using a metric we refer to as our recurring dollar retention rate. We calculate the recurring dollar retention rate by dividing the retained recurring value of subscription revenue for a period by the previous recurring value of subscription revenue for the same period. We define retained recurring value of subscription revenue as the committed subscription fees for all contracts that renew in a given period. We define previous recurring value of subscription revenue as the recurring value from committed subscription fees for all contracts that expire in that same period. We typically calculate our recurring dollar retention rate on a monthly basis. Recurring dollar retention rate provides visibility into our ongoing revenue. In the six months ended June 30, 2014, the recurring dollar retention rate was 93% compared with 100% for the six months ended June 30, 2013. The decrease in our recurring dollar retention rate in the six months ended June 30, 2014 was driven by a decrease in sales of additional products and services to our existing customer base. The following table includes our key metrics for the periods presented: Six Months Ended June 30, 2014 2013 Customers (at period end) Volume 4,162 4,680 Premium 1,833 1,706 Total customers (at period end) 5,995 6,386 Average monthly year-to-date streams (in thousands) 1,453,161 919,301 Recurring dollar retention rate 93 % 100 % Components of Consolidated Statements of Operations Revenue Subscription and Support Revenue - We generate subscription and support revenue from the sale of Video Cloud, the Zencoder Service and Once. Video Cloud is offered in two product lines. The first product line is comprised of our premium product editions, Enterprise and Pro. The Enterprise edition provides additional features and functionality such as a multi-account environment with consolidated billing, IP address filtering, the ability to produce live events with DVR functionality and advanced upload acceleration of content. Customer arrangements are typically one year contracts, which include a subscription to our platform, basic support and a pre-determined amount of video streams, bandwidth, and managed content. We also offer gold support to our premium customers for an additional fee, which includes extended phone support. The pricing for our premium editions is based on the number of users, accounts and usage, which is comprised of video streams, bandwidth and managed content. Should a customer's usage of this service exceed the contractual entitlements, the contract will provide the rate at which the customer must pay for actual usage above the contractual entitlements. The second product line is comprised of our volume product edition, which we refer to as our Express edition. Our Express edition targets small and medium-sized businesses, or SMBs. The Express edition provides customers with the same basic functionality that is offered in our premium product editions but has been designed for customers who have lower usage requirements and do not typically seek advanced features and functionality. We have discontinued the lower level pricing options for the Express edition, and accordingly, the total number of customers using the Express edition decreased and we expect this to continue. Customers who purchase the Express edition generally enter into month-to-month agreements. Express customers are generally billed on a monthly basis and pay via a credit card, or they are billed annually in advance. The Zencoder Service includes all of the features and functionality necessary to encode digital files and convert them into a wide range of formats in a high-quality manner. The service is offered to customers on a subscription basis, with either committed contracts or pay-as-you-go contracts. The pricing is based on usage, which is comprised of minutes of video processed. The committed contracts include a fixed number of minutes of video processed. Should a customer's usage of this service exceed the contractual entitlements, the contract will provide the rate at which the customer must pay for actual usage above the contractual entitlements. Customers of the Zencoder Service on annual contracts are considered premium customers. Customers on month-to-month contracts, pay-as-you-go contracts, or contracts for a period of less than one year, are considered volume customers. 18 Once is an innovative, cloud-based ad insertion and video stitching service which addresses the limitations of traditional online video ad insertion technology. There are currently three Once offerings. OnceVOD includes dynamic delivery and monetization for premium video-on-demand content. OnceLIVE includes dynamic delivery, linear ad replacement and ad insertion for live broadcasts, events and 24/7 linear channels. OnceUX includes dynamic ad insertion, with associated rich client and interactive ad capabilities delivered via an API method. Once is offered to customers on a subscription basis, with varying levels of functionality, usage entitlements and support based on the size and complexity of a customer's needs. Professional Services and Other Revenue - Professional services and other revenue consists of services such as implementation, software customizations and project management for customers who subscribe to our premium editions. These arrangements are priced either on a fixed fee basis with a portion due upon contract signing and the remainder due when the related services have been completed, or on a time and materials basis. Cost of Revenue Cost of subscription, support and professional services revenue primarily consists of costs related to supporting and hosting our product offerings and delivering our professional services. These costs include salaries, benefits, incentive compensation and stock-based compensation expense related to the management of our data centers, our customer support team and our professional services staff. In addition to these expenses, we incur third-party service provider costs such as data center and content delivery network expenses, allocated overhead, depreciation expense and amortization of capitalized internal-use software development costs and acquired intangible assets. We allocate overhead costs such as rent, utilities and supplies to all departments based on relative headcount. As such, general overhead expenses are reflected in cost of revenue in addition to each operating expense category. The costs associated with providing professional services are significantly higher as a percentage of related revenue than the costs associated with delivering our subscription and support services due to the labor costs of providing professional services. As such, the implementation and professional services costs relating to an arrangement with a new customer are more significant than the costs to renew a customer's subscription and support arrangement. Cost of revenue increased in absolute dollars from the first six months of 2013 to the first six months of 2014. In future periods we expect our cost of revenue will increase in absolute dollars as our revenue increases. We also expect that cost of revenue as a percentage of revenue will decrease over time as we are able to achieve economies of scale in our business. However, cost of revenue as a percentage of revenue could fluctuate from period to period depending on the growth of our professional services business and any associated costs relating to the delivery of subscription services and the timing of significant expenditures. To the extent that our customer base grows, we intend to continue to invest additional resources in expanding the delivery capability of our products and other services. The timing of these additional expenses could affect our cost of revenue, both in terms of absolute dollars and as a percentage of revenue, in any particular quarterly or annual period. Operating Expenses We classify our operating expenses as follows: Research and Development. Research and development expenses consist primarily of personnel and related expenses for our research and development staff, including salaries, benefits, incentive compensation and stock-based compensation, in addition to the costs associated with contractors and allocated overhead. We have focused our research and development efforts on expanding the functionality and scalability of our products and enhancing their ease of use, as well as creating new product offerings. We expect research and development expenses to increase in absolute dollars as we intend to continue to periodically release new features and functionality, expand our product offerings, continue the localization of our products in various languages, upgrade and extend our service offerings, and develop new technologies. Over the long term, we believe that research and development expenses as a percentage of revenue will decrease, but will vary depending upon the mix of revenue from new and existing products, features and functionality, as well as changes in the technology that our products must support, such as new operating systems or new Internet-connected devices. Sales and Marketing. Sales and marketing expenses consist primarily of personnel and related expenses for our sales and marketing staff, including salaries, benefits, incentive compensation, commissions, stock-based compensation and travel costs, amortization of acquired intangible assets, in addition to costs associated with marketing and promotional events, corporate communications, advertising, other brand building and product marketing expenses and allocated overhead. Our sales and marketing expenses have increased in absolute dollars in each of the last three years. We intend to continue to invest in sales and marketing and increase the number of sales representatives to add new customers and expand the sale of our product offerings within our existing customer base, build brand awareness and sponsor additional marketing events. Accordingly, in future periods we expect sales and marketing expense to increase in absolute dollars and continue to be our most significant operating expense. Over the long term, we believe that sales and marketing expense as a percentage of revenue will decrease, but will vary depending upon the mix of revenue from new and existing customers and from small, medium-sized and enterprise customers, as well as changes in the productivity of our sales and marketing programs. 19 General and Administrative. General and administrative expenses consist primarily of personnel and related expenses for executive, legal, finance, information technology and human resources functions, including salaries, benefits, incentive compensation and stock-based compensation, in addition to the costs associated with professional fees, insurance premiums, other corporate expenses and allocated overhead. In future periods we expect general and administrative expenses to increase in absolute dollars as we continue to incur additional personnel and professional services costs related to the growth of our business and operations. Over the long term, we believe that general and administrative expenses as a percentage of revenue will decrease. Merger-related. Merger-related costs consisted of transaction expenses incurred as part of the Unicorn acquisition as well as costs associated with the retention of key employees of Unicorn and Zencoder. Approximately $1.8 million is required to be paid to retain certain key employees from the Unicorn acquisition. The period in which these services are to be performed varies by employee. Additionally, approximately $2.7 million is required to be paid to retain certain key employees from the Zencoder acquisition over a two-year period from the date of acquisition of Zencoder as services are performed. Given that the retention amount is related to a future service requirement, the related expense is being recorded as merger-related compensation expense in the consolidated statement of operations over the expected service period. Other Expense Other expense consists primarily of interest income earned on our cash, cash equivalents and investments, foreign exchange gains and losses and interest expense payable on our debt. Non-controlling Interest On January 8, 2013, we acquired the remaining 37% interest in Brightcove KK for a purchase price of approximately $1.1 million. As a result of the transaction, we own 100% of Brightcove KK and continue to consolidate Brightcove KK for financial reporting purposes, however, commencing on January 8, 2013, we ceased recording a non-controlling interest in the consolidated statements of operations. Income Taxes As part of the process of preparing our consolidated financial statements, we are required to estimate our taxes in each of the jurisdictions in which we operate. We account for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. In addition, this method requires a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We have provided a valuation allowance against our existing net deferred tax assets at June 30, 2014, with the exception of the deferred tax assets related to Brightcove KK. Stock-Based Compensation Expense Our cost of revenue, research and development, sales and marketing, and general and administrative expenses include stock-based compensation expense. Stock-based compensation expense represents the fair value of outstanding stock options and restricted stock awards, which are recognized over the respective stock option and restricted stock award service periods. We recorded stock-based compensation expense of $1.5 million for both the three months ended June 30, 2014 and 2013, and $3.2 million for both the six months ended June 30, 2014 and 2013, respectively. We expect stock-based compensation expense to increase in absolute dollars in future periods. Foreign Currency Translation With regard to our international operations, we frequently enter into transactions in currencies other than the U.S. dollar. As a result, our revenues, expenses and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the euro, British pound, Australian dollar, and Japanese yen. For the three months ended June 30, 2014 and 2013, 44% and 46%, respectively, of our revenue was generated in locations outside the United States. For the six months ended June 30, 2014 and 2013, 46% and 44%, respectively, of our revenue was generated in locations outside the United States. During the three months ended June 30, 2014 and 2013, 32% and 31%, respectively, of our revenue was in currencies other than the U.S. dollar, as were some of the associated expenses. During the six months ended June 30, 2014 and 2013, 33% and 30%, respectively, of our revenue was in currencies other than the U.S. dollar, as were some of the associated expenses. In periods when the U.S. dollar declines in value as compared to the foreign currencies in which we conduct business, our foreign currency-based revenues and expenses generally increase in value when translated into U.S. dollars. We expect our foreign currency-based revenue to increase in absolute dollars and as a percentage of total revenue. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. 20 We consider the assumptions and estimates associated with revenue recognition, allowance for doubtful accounts, software development costs, income taxes, business combinations, intangible assets, goodwill and stock-based compensation to be our critical accounting policies and estimates. There have been no material changes to our critical accounting policies since December 31, 2013. For a detailed explanation of the judgments made in these areas, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2013, which we filed with the Securities and Exchange Commission on March 11, 2014. We believe that our significant accounting policies, which are more fully described in the notes to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, have not materially changed from those described in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013. Results of Operations The following tables set forth our results of operations for the periods presented. The data has been derived from the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q which, in the opinion of our management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the interim periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results. This information should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. Three Months Ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 (in thousands, except percentages) Revenue:Subscription and support revenue $ 29,929 $ 25,575 $ 59,304 $ 49,352 Professional services and other revenue 1,074 1,326 2,804 2,270 Total revenue 31,003 26,901 62,108 51,622 Cost of revenue: Cost of subscription and support revenue 9,109 7,647 18,629 14,394 Cost of professional services and other revenue 1,315 1,525 3,062 3,192 Total cost of revenue 10,424 9,172 21,691 17,586 Gross profit 20,579 17,729 40,417 34,036 Operating expenses:Research and development 6,792 4,982 13,361 10,043 Sales and marketing 12,095 10,749 23,441 20,696 General and administrative 5,148 4,754 9,862 9,380 Merger-related 521 546 2,388 1,091 Total operating expenses 24,556 21,031 49,052 41,210 Loss from operations (3,977 ) (3,302 ) (8,635 ) (7,174 ) Other expense, net (294 ) (164 ) (406 ) (463 ) Loss before income taxes and non-controlling interest in consolidated subsidiary (4,271 ) (3,466 ) (9,041 ) (7,637 ) Provision for income taxes 56 56 123 94 Consolidated net loss (4,327 ) (3,522 ) (9,164 ) (7,731 ) Net income attributable to non-controlling interest in consolidated subsidiary - - - (20 ) Net loss attributable to Brightcove Inc. $ (4,327 ) $ (3,522 ) $ (9,164 ) $ (7,751 ) Net loss per share - basic and diluted $ (0.13 ) $ (0.12 ) $ (0.29 ) $ (0.28 ) Weighted-average number of common shares used in computing net loss per share 32,145,231 28,180,837 31,594,541 28,102,707 21 Overview of Results of Operations for the Three Months Ended June 30, 2014 and 2013 Total revenue increased by 15%, or $4.1 million, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013 due to an increase in subscription and support revenue of 17%, or $4.4 million, offset partially by a decrease in professional services and other revenue of 19%, or $252,000. The increase in subscription and support revenue resulted primarily from an increase in the number of our premium customers, which was 1,833 as of June 30, 2014, an increase of 7% from 1,706 customers as of June 30, 2013, as well as an increase in revenue from existing customers. In addition, our revenue from premium offerings grew by $4.2 million, or 18%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. Our ability to continue to provide the product functionality and performance that our customers require will be a major factor in our ability to continue to increase revenue. Our gross profit increased by $2.9 million, or 16%, in the three months ended June 30, 2014 compared to the three months ended June 30, 2013, primarily due to an increase in revenue. With the continued growth in our total revenue, our ability to maintain our overall gross profit will depend on our ability to continue controlling our costs of delivery. Loss from operations was $4.0 million in the three months ended June 30, 2014 compared to $3.3 million in the three months ended June 30, 2013. Loss from operations in the three months ended June 30, 2014 included stock-based compensation expense, amortization of acquired intangible assets and merger-related expenses of $1.5 million, $864,000 and $521,000, respectively. Loss from operations in the three months ended June 30, 2013 included stock-based compensation expense, amortization of acquired intangible assets and merger-related expenses of $1.5 million, $430,000 and $546,000, respectively. We expect operating income to improve from increased sales to both new and existing customers and from improved efficiencies throughout our organization as we continue to grow and scale our operations. As of June 30, 2014, we had $20.8 million of unrestricted cash and cash equivalents, a decrease of $12.2 million from $33.0 million at December 31, 2013, due primarily to $9.1 million of net cash paid as part of the Unicorn acquisition, $4.2 million of cash used in operating activities and $1.5 million in capital expenditures offset by $3.1 million in maturities of investments. Revenue Three Months Ended June 30 2014 2013 Change Revenue by Product Percentage of Percentage of Line Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Premium $ 28,463 92 % $ 24,222 90 % $ 4,241 18 % Volume 2,540 8 2,679 10 (139 ) (5 ) Total $ 31,003 100 % $ 26,901 100 % $ 4,102 15 % During the three months ended June 30, 2014, revenue increased by $ 4.1 million, or 15%, compared to the three months ended June 30, 2013, primarily due to an increase in revenue from our premium offerings, which consist of subscription and support revenue, as well as professional services and other revenue. The increase in premium revenue of $4.2 million, or 18%, is partially the result of a 7% increase in the number of premium customers from 1,706 at June 30, 2013 to 1,833 at June 30, 2014. In the three months ended June 30, 2014, volume revenue decreased by $139,000, or 5%, compared to the three months ended June 30, 2013, due primarily to the discontinuation of entry-level Video Cloud Express offerings. Three Months Ended June 30, 2014 2013 Change Percentage of Percentage of Revenue by Type Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Subscription and support $ 29,929 97 % $ 25,575 95 % $ 4,354 17 % Professional services and other 1,074 3 1,326 5 (252 ) (19 ) Total $ 31,003 100 % $ 26,901 100 % $ 4,102 15 % 22 In the three months ended June 30, 2014, subscription and support revenue increased by $4.4 million, or 17%, compared to the three months ended June 30, 2013. The increase was primarily related to the continued growth of our customer base for our premium offerings including sales to both new and existing customers. Professional services and other revenue decreased by 19%, or $252,000, due to a decrease in the number of professional service engagements that were related to projects and implementations supporting subscription sales. Professional services and other revenue will vary from period to period depending on the number of implementations and other projects that are in process. Three Months Ended June 30, 2014 2013 Change Percentage of Percentage of Revenue by Geography Amount Revenue Amount Revenue Amount % (in thousands, except percentages) North America $ 18,481 60 % $ 15,794 59 % $ 2,687 17 % Europe 7,730 25 6,498 23 1,232 19 Japan 2,012 6 1,518 6 494 33 Asia Pacific 2,543 8 2,920 11 (377 ) (13 ) Other 237 1 171 1 66 39 International subtotal 12,522 40 11,107 41 1,415 13 Total $ 31,003 100 % $ 26,901 100 % $ 4,102 15 % For purposes of this section, we designate revenue by geographic regions based upon the locations of our customers. North America is comprised of revenue from the United States, Canada and Mexico. International is comprised of revenue from locations outside of North America. Depending on the timing of new customer contracts, revenue mix from a geographic region can vary from period to period. In the three months ended June 30, 2014, total revenue for North America increased $2.7 million, or 17%, compared to the three months ended June 30, 2013. The increase in revenue for North America resulted primarily from an increase in subscription and support revenue from our premium offerings. In the three months ended June 30, 2014, total revenue outside of North America increased $1.4 million, or 13%, compared to the three months ended June 30, 2013. The increase in revenue internationally was the result of our increasing focus on marketing our services internationally. Cost of Revenue Three Months Ended June 30, 2014 2013 Change Percentage of Percentage of Cost of Revenue Amount Related Revenue Amount Related Revenue Amount % (in thousands, except percentages) Subscription and support $ 9,109 30 % $ 7,647 30 % $ 1,462 19 % Professional services and other 1,315 122 1,525 115 (210 ) (14 ) Total $ 10,424 34 % $ 9,172 34 % $ 1,252 14 % In the three months ended June 30, 2014, cost of subscription and support revenue increased $1.5 million, or 19%, compared to the three months ended June 30, 2013. The increase resulted primarily from an increase in the cost of network hosting services, content delivery network expenses and depreciation expense of $440,000, $398,000 and $298,000, respectively. There was also an increase in amortization of acquired intangible assets of $254,000. 23 In the three months ended June 30, 2014, cost of professional services and other revenue decreased $210,000, or 14%, compared to the three months ended June 30, 2013. The decrease resulted primarily from a decrease in contractor expenses of $228,000. Gross Profit Three Months Ended June 30, 2014 2013 Change Percentage of Percentage of Related Related Gross Profit Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Subscription and support $ 20,820 70 % $ 17,928 70 % $ 2,892 16 % Professional services and other (241 ) (22 ) (199 ) (15 ) (42 ) (21 ) Total $ 20,579 66 % $ 17,729 66 % $ 2,850 16 % The overall gross profit percentage was 66% for both the three months ended June 30, 2014 and 2013. Subscription and support gross profit increased $2.9 million, or 16%, compared to the three months ended June 30, 2013. Professional services and other gross profit decreased $42,000, or 21%, compared to the three months ended June 30, 2013. It is likely that gross profit, as a percentage of revenue, will fluctuate quarter by quarter due to the timing and mix of subscription and support revenue and professional services and other revenue, and the type, timing and duration of service required in delivering certain projects. Operating Expenses Three Months Ended June 30, 2014 2013 Change Percentage of Percentage of Operating Expenses Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Research and development $ 6,792 21 % $ 4,982 18 % $ 1,810 36 % Sales and marketing 12,095 39 10,749 40 1,346 13 General and administrative 5,148 17 4,754 18 394 8 Merger-related 521 2 546 2 (25 ) (5 ) Total $ 24,556 79 % $ 21,031 78 % $ 3,525 17 % Research and Development. In the three months ended June 30, 2014, research and development expense increased by $1.8 million, or 36%, compared to the three months ended June 30, 2013 primarily due to increases in employee-related, travel and rent expenses of $1.3 million, $140,000 and $111,000, respectively. In future periods, we expect that our research and development expense will continue to increase in absolute dollars as we hire additional employees, develop new features and functionality for our products, introduce additional software solutions and expand our product and service offerings. Sales and Marketing. In the three months ended June 30, 2014, sales and marketing expense increased $1.3 million, or 13%, compared to the three months ended June 30, 2013 primarily due to increases in employee-related expenses, travel expenses, marketing programs and amortization of acquired intangible asset expenses of $589,000, $388,000, $183,000 and $149,000, respectively. These increases were offset by a decrease in commission expense of $238,000. We expect that our sales and marketing expense will continue to increase in absolute dollars along with our revenue, as we continue to expand sales coverage and build brand awareness through what we believe are cost-effective channels. We expect that such increases may fluctuate from period to period, however, due to the timing of marketing programs. General and Administrative. In the three months ended June 30, 2014, general and administrative expense increased by $394,000, or 8%, compared to the three months ended June 30, 2013 primarily due to an increase in employee-related expenses, outside accounting and legal fees and contractor expenses of $248,000, $181,000 and $137,000, respectively. These increases were offset by a decrease in bad debt and depreciation expenses of $275,000 and $181,000, respectively. In future periods, we expect general and administrative expense will increase in absolute dollars as we add personnel and incur additional costs related to the growth of our business and operations. 24 Merger-related. During the three months ended June 30, 2014, we incurred $521,000 of merger-related expenses associated with our acquisition of Unicorn and the retention of certain employees of Zencoder and Unicorn. Merger-related costs include $119,000 of costs incurred in connection with closing the acquisition of Unicorn, $337,000 of costs associated with the retention of certain employees of Unicorn and $65,000 of costs associated with the retention of certain employees of Zencoder. During the three months ended June 30, 2013, we incurred merger-related expenses associated with the retention of certain employees of Zencoder of $546,000. Other Expense, Net Three Months Ended June 30, 2014 2013 Change Percentage of Percentage of Other Expense Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Interest income, net $ 2 - % $ 15 - % $ (13 ) (89 )% Interest expense (26 ) - - - (26 ) nm Other expense, net (270 ) (1 ) (179 ) (1 ) (91 ) (51 ) Total $ (294 ) (1 )% $ (164 ) (1 )% $ (130 ) (79 )% nm - not meaningful In the three months ended June 30, 2014, interest income, net, decreased by $13,000 compared to the corresponding period of the prior year. The decrease is primarily due to a lower average cash balance as interest income is generated from the investment of our cash balances, less related bank fees. The interest expense during the six months ended June 30, 2014 is primarily comprised of interest paid on capital leases. The decrease in other expense, net during the three months ended June 30, 2014 was primarily due to an increase in foreign currency exchange losses of $95,000 upon collection of foreign denominated accounts receivable. Provision for Income Taxes Three Months Ended June 30, 2014 2013 Change Percentage of Percentage ofProvision for Income Taxes Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Provision for income taxes $ 56 - % $ 56 - % $ - - % In the three months ended June 30, 2014, provision for income taxes remained relatively consistent to the corresponding period of the prior year. Provision for income taxes was primarily comprised of income tax expenses related to foreign jurisdictions. Overview of Results of Operations for the Six Months Ended June 30, 2014 and 2013 Total revenue increased by 20%, or $10.5 million, in the six months ended June 30, 2014 compared to the six months ended June 30, 2013 due to an increase in subscription and support revenue of 20%, or $10.0 million, and an increase in professional services and other revenue of 24%, or $534,000. The increase in subscription and support revenue resulted primarily from an increase in the number of our premium customers, which was 1,833 as of June 30, 2014, an increase of 7% from 1,706 customers as of June 30, 2013, as well as an increase in revenue from existing customers. In addition, our revenue from premium offerings grew by $10.7 million, or 23%, in the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Our ability to continue to provide the product functionality and performance that our customers require will be a major factor in our ability to continue to increase revenue. Our gross profit increased by $6.4 million, or 19%, in the six months ended June 30, 2014 compared to the six months ended June 30, 2013, primarily due to an increase in revenue. Our ability to continue to maintain our overall gross profit will depend on our ability to continue controlling our costs of delivery. Loss from operations was $8.6 million in the six months ended June 30, 2014 compared to $7.2 million in the six months ended June 30, 2013. Loss from operations in the six months ended June 30, 2014 included stock-based compensation expense, amortization of acquired intangible assets and merger-related expenses of $3.2 million, $1.6 million and $2.4 million, respectively. Loss from operations in the six months ended June 30, 2013 included stock-based compensation expense, amortization of acquired intangible assets and merger-related expenses of $3.2 million, $860,000 and $1.1 million, respectively. We expect operating income to improve from increased sales to both new and existing customers and from improved efficiencies throughout our organization as we continue to grow and scale our operations. 25 As of June 30, 2014, we had $20.8 million of unrestricted cash and cash equivalents, a decrease of $12.2 million from $33.0 million at December 31, 2013, due primarily to $9.1 million of net cash paid as part of the Unicorn acquisition, $4.2 million of cash used in operating activities and $1.5 million in capital expenditures offset by $3.1 million in maturities of investments. Revenue Six Months Ended June 30, 2014 2013 Change Percentage of Percentage of Revenue by Product Line Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Premium $ 57,060 92 % $ 46,409 90 % $ 10,651 23 % Volume 5,048 8 5,213 10 (165 ) (3 ) Total $ 62,108 100 % $ 51,622 100 % $ 10,486 20 % During the six months ended June 30, 2014, revenue increased by $10.5 million, or 20%, compared to the six months ended June 30, 2013, primarily due to an increase in revenue from our premium offerings, which consist of subscription and support revenue, as well as professional services and other revenue. The increase in premium revenue of $10.7 million, or 23%, is partially the result of a 7% increase in the number of premium customers from 1,706 at June 30, 2013 to 1,833 at June 30, 2014. In the six months ended June 30, 2014, revenue from our volume offerings decreased by $165,000, or 3%, compared to the six months ended June 31, 2013, due primarily to the discontinuation of entry-level Video Cloud Express offerings. Six Months Ended June 30, 2014 2013 Change Percentage of Percentage of Revenue by Type Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Subscription and support $ 59,304 95 % $ 49,352 96 % $ 9,952 20 % Professional services and other 2,804 5 2,270 4 534 24 Total $ 62,108 100 % $ 51,622 100 % $ 10,486 20 % In the six months ended June 30, 2014, subscription and support revenue increased by $10.0 million, or 20%, compared to the six months ended June 30, 2013. The increase was primarily related to the continued growth of our customer base for our premium offerings including sales to both new and existing customers. Professional services and other revenue increased by 24%, or $534,000, due to an increase in the number of professional service engagements that were related to projects and implementations supporting subscription sales. Professional services and other revenue will vary from period to period depending on the number of implementations and other projects that are in process. Six Months Ended June 30, 2014 2013 Change Percentage of Percentage of Revenue by Geography Amount Revenue Amount Revenue Amount % (in thousands, except percentages) North America $ 36,495 59 % $ 31,208 60 % $ 5,287 17 % Europe 16,357 26 11,888 23 4,469 38 Japan 3,933 6 2,971 6 962 32 Asia Pacific 4,876 8 5,202 10 (326 ) (6 ) Other 447 1 353 1 94 27International subtotal 25,613 41 20,414 40 5,199 25 Total $ 62,108 100 % $ 51,622 100 % $ 10,486 20 % 26 For purposes of this section, we designate revenue by geographic regions based upon the locations of our customers. North America is comprised of revenue from the United States, Canada and Mexico. International is comprised of revenue from locations outside of North America. Depending on the timing of new customer contracts, revenue mix from a geographic region can vary from period to period. In the six months ended June 30, 2014, total revenue for North America increased $5.3 million, or 17%, compared to the six months ended June 30, 2013. The increase in revenue for North America resulted primarily from an increase in subscription and support revenue from our premium offerings. In the six months ended June 30, 2014, total revenue outside of North America increased $5.2 million, or 25%, compared to the six months ended June 30, 2013. The increase in revenue internationally was the result of our increasing focus on marketingour services internationally. Cost of Revenue Six Months Ended June 30, 2014 2013 Change Percentage of Percentage of Related Related Cost of Revenue Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Subscription and support $ 18,629 31 % $ 14,394 29 % $ 4,235 29 % Professional services and other 3,062 109 3,192 141 (130 ) (4 ) Total $ 21,691 35 % $ 17,586 34 % $ 4,105 23 % In the six months ended June 30, 2014, cost of subscription and support revenue increased $4.2 million, or 29%, compared to the six months ended June 30, 2013. The increase resulted primarily from an increase in the cost of content delivery network expenses, network hosting services and depreciation expense of $2.0 million, $1.2 million and $496,000, respectively. There was also an increase in amortization of acquired intangible assets of $424,000. In the six months ended June 30, 2014, cost of professional services and other revenue decreased $130,000, or 4%, compared to the six months ended June 30, 2013. The decrease resulted primarily from a decrease in contractor expenses of $340,000 offset by an increase in employee-related expenses of $201,000. Gross Profit Six Months Ended June 30, 2014 2013 Change Percentage of Percentage of Related Related Gross Profit Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Subscription and support $ 40,675 69 % $ 34,958 71 % $ 5,717 16 % Professional services and other (258 ) (9 ) (922 ) (41 ) 664 72 Total $ 40,417 65 % $ 34,036 66 % $ 6,381 19 % For the six months ended June 30, 2014, the overall gross profit percentage was 65% compared to 66% for the six months ended June 30, 2013. Subscription and support gross profit increased $5.7 million, or 16%, compared to the six months ended June 30, 2013. Professional services and other gross profit increased $664,000, or 72%, compared to the six months ended June 30, 2013, as we have continued to build the professional services organization while better leveraging fixed costs with increased customer implementation and customization projects. It is likely that gross profit, as a percentage of revenue, will fluctuate quarter by quarter due to the timing and mix of subscription and support revenue and professional services and other revenue, and the type, timing and duration of service required in delivering certain projects. 27 Operating Expenses Six Months Ended June 30, 2014 2013 Change Percentage of Percentage of Operating Expenses Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Research and development $ 13,361 22 % $ 10,043 20 % $ 3,318 33 % Sales and marketing 23,441 38 20,696 40 2,745 13 General and administrative 9,862 16 9,380 18 482 5 Merger-related 2,388 4 1,091 2 1,297 119 Total $ 49,052 80 % $ 41,210 80 % $ 7,842 19 % Research and Development. In the six months ended June 30, 2014, research and development expense increased by $3.3 million, or 33%, compared to the six months ended June 30, 2013 primarily due to increases in employee-related, travel, and rent expenses of $2.3 million, $210,000 and $210,000, respectively. There was also an increase in expenses related to computer maintenance andsupport of $266,000. Sales and Marketing. In the six months ended June 30, 2014, sales and marketing expense increased $2.7 million, or 13%, compared to the six months ended June 30, 2013 primarily due to increases in employee-related expenses, travel expenses and marketing programs of $1.3 million, $500,000 and $309,000, respectively. There was also an increase in amortization of acquired intangible assets of $247,000. These expenses were offset by a decrease in commissionexpense of $253,000. General and Administrative. In the six months ended June 30, 2014, general and administrative expense increased by $482,000, or 5%, compared to the six months ended June 30, 2013 primarily due to an increase in employee-related expenses, outside accounting and legal fees, and contractor expenses of $451,000, $301,000 and $175,000, respectively. These expenses were offset by decreases in depreciation and bad debt expenses of $361,000 and $290,000, respectively. Merger-related. During the six months ended June 30, 2014, we incurred $2.4 million of merger-related expenses associated with our acquisition of Unicorn and the retention of certain employees of Zencoder and Unicorn. Merger-related costs include $1.6 million of costs incurred in connection with closing the acquisition of Unicorn, $565,000 of costs associated with the retention of certain employees of Unicorn and $181,000 of costs associated with the retention of certain employees of Zencoder. During the six months ended June 30, 2013, we incurred merger-related expenses associated with the retention of certain employees of Zencoder of $1.1 million. Other Expense, Net Six Months Ended June 30, 2014 2013 Change Percentage of Percentage of Other Expense Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Interest income, net $ 9 - % $ 36 - % $ (27 ) (75 )% Interest expense (45 ) - - - (45 ) nm Other expense, net (370 ) (1 )% (499 ) (1 )% 129 26 Total $ (406 ) (1 )% $ (463 ) (1 )% $ 57 12 % nm - not meaningful In the six months ended June 30, 2014, interest income, net, decreased by $27,000 compared to the corresponding period of the prior year. The decrease is primarily due to lower average cash balances as interest income is generated from the investment of our cash balances, less related bank fees. The interest expense during the six months ended June 30, 2014 is primarily comprised of interest paid on capital leases. The decrease in other expense, net during the six months ended June 30, 2014 was primarily due to a decrease in foreign currency exchange losses of $125,000 upon collection of foreign denominated accounts receivable. 28 Provision for Income Taxes Six Months Ended June 30, 2014 2013 Change Percentage of Percentage ofProvision for Income Taxes Amount Revenue Amount Revenue Amount % (in thousands, except percentages) Provision for income taxes $ 123 - % $ 94 - % $ 29 31 % In the six months ended June 30, 2014, provision for income taxes, increased by $29,000 compared to the corresponding period of the prior year, and was primarily comprised of income tax expenses related to foreign jurisdictions. |