(in thousands, except share and per share data, unless otherwise noted)
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, 2020.
Company Overview
We are a leading global provider of cloud-based services for video. We were
incorporated in Delaware in August 2004. With our Emmy
®
-winning technology and award-winning services, we help our customers realize
the potential of video to address business-critical challenges. Customers rely
on our suite of products, services, and expertise to reduce the cost and
complexity associated with publishing, distributing, measuring and monetizing
video across devices.
We sell five core video products that help our customers use video to further
their businesses in meaningful ways: (1) Video Cloud, our flagship product and
the world's leading online video platform, enables our customers to quickly and
easily distribute high-quality video to Internet-connected devices;
(2) Brightcove Live, our industry-leading solution for live streaming, delivers
high-quality viewer experiences at scale; (3) Brightcove Beacon, a purpose-built
application that enables companies to launch premium OTT video experiences
quickly and cost effectively, across devices and with the flexibility of
multiple monetization models; (4) Brightcove Player, an exceptionally fast,
cloud-based technology for creating and managing video experiences; and
(5) Zencoder, a powerful, cloud-based video encoding technology.
Customers can complement their use of our core products with modular
technologies that provide enhanced capabilities such as (1) innovative ad
insertion and video stitching through Brightcove SSAI; (2) efficient publication
of videos to Facebook, Twitter, and YouTube through Brightcove Social; (3) an
app for creating marketing campaigns with insightful data and industry
benchmarks through Brightcove Campaign; (4) simple streaming of video
communications to an app through Brightcove Engage; and (5) create branded video
experience by accessing templates with
built-in
best practices through Brightcove Gallery.
We have also brought to market several video solutions, which are comprised of a
suite of video technologies that address specific customer
use-cases
and needs: (1) Virtual Events Experience helps brands to transform events into
customized virtual experiences; (2) Brightcove Video Marketing Suite, enables
marketers to use video to drive brand awareness, engagement and conversion; and
(3) Brightcove Enterprise Video Suite, provides an enterprise-class platform for
internal communications, employee training, live streaming, marketing and
ecommerce videos.
Our philosophy for the next few years will continue to be to invest in our
product strategy and development, sales,
and go-to-market activities
to support our long-term revenue growth. We believe these investments will help
us address some of the challenges facing our business such as demand for our
products by existing 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, the
innovation of new features for existing products and the development of new
products. We believe this strategy will help us retain our existing customers,
increase our average annual subscription revenue per premium customer 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 a
percentage of total revenue.
As of September 30, 2021 and 2020 we had 693 and 616 employees, respectively.
We generate revenue by offering our products to customers on a
subscription-based, software as a service, or SaaS, model. Our revenue grew from
$143.7 million in the nine months ended September 30, 2020 to $158.5 million in
the nine months ended September 30, 2021, due to an increase in the average
annual subscription revenue per premium customer.
Included in the consolidated net income for the nine months ended September 30,
2021 was stock-based compensation expense and amortization of acquired
intangible assets of $7.2 million, and $2.3 million, respectively. Included in
the consolidated net loss for the nine months ended September 30, 2020 was
merger-related expense, stock-based compensation expense, and amortization of
acquired intangible assets of $5.8 million, $6.7 million, and $2.6 million,
respectively.

                                       15
--------------------------------------------------------------------------------
  Table of Contents
For the nine months ended September 30, 2021 and 2020, our revenue derived from
customers located outside North America was 44% and 45%, 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.
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.
The following table includes our key metrics for the periods presented:

                                                        Nine Months Ended September 30,
                                                        2021                       2020
Customers (at period end)
Premium                                                      2,265                      2,267
Volume                                                         940                      1,114

Total customers (at period end)                              3,205                      3,381

Net revenue retention rate                                    97.1 %                     93.8 %
Recurring dollar retention rate                                 88 %                       88 %
Average annual subscription revenue per
premium customer,
excluding Starter edition customers (in
thousands)                                         $          93.9            $          87.3
Average annual subscription revenue per
premium customer
for Starter edition customers only (in
thousands)                                         $           4.6            $           4.5
Total backlog, excluding professional
services engagements (in millions)                 $         148.6            $         144.2
Total backlog to be recognized over next 12
months, excluding
professional services engagements (in
millions)                                          $         115.0            $         109.6



•    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 our customers. 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), our Zencoder


     customers (other than Zencoder customers on
     month-to-month
     contracts and
     pay-as-you-go

contracts), our SSAI customers, our Player customers, our OTT Flow customers

(OTT Flow is our partner-based OTT platform, which preceded Brightcove

Beacon), our Virtual Event Experience customers, our Video Marketing Suite

customers, our Enterprise Video Suite customers, our Brightcove Beacon

customers, Brightcove Engage customers and our Brightcove Campaign customers.


     Our volume offerings include our Video Cloud Express customers and our
     Zencoder customers on
     month-to-month
     contracts and
     pay-as-you-go
     contracts.


Our

go-to-market


focus and growth strategy is to expand our premium customer base, as we believe
our premium customers represent a greater opportunity for our solutions. Premium
customers decreased compared to the prior period due to some customers deciding
to switch to
in-house
solutions or other third-party solutions and some customers acquired in the
Ooyala acquisition deciding not to switch to our solution. Volume customers
decreased in recent periods primarily due to our discontinuation of the
promotional Video Cloud Express offering. As a result, we have experienced
attrition of this base level offering without a corresponding addition of
customers. We expect customers using our volume offerings to continue to
decrease in 2021 and beyond as we continue to focus on the market for our
premium solutions.

• Net Revenue Retention Rate

. We assess our ability to retain and expand customers using a metric we

refer to as our net revenue retention rate. We calculate the net revenue

retention rate by dividing: (a) the current annualized recurring revenue for

premium customers that existed twelve months prior by (b) the annualized

recurring revenue for all premium customers that existed twelve months prior.

We define annualized recurring revenue for premium customers as the aggregate

annualized contract value from our premium customer base, measured as of the

end of a given period. We typically calculate our net revenue retention rate

on a quarterly basis. For annual periods, we report net revenue retention

rate as the average of the net revenue retention rate for all fiscal quarters

included in the period. By dividing the retained recurring revenue by the

base recurring revenue, we measure our success in retaining and growing


     installed revenue from the specific cohort of customers we served at the
     beginning of the period. The recurring dollar retention rate focuses on
     contracts up for renewal in a given quarter and only captures

expansion/upsells at time of renewal, and is more susceptible to swings than

the net revenue retention rate. Accordingly, we plan to continue to report

the net revenue retention rate and discontinue reporting recurring dollar


     retention rate after December 31, 2021.



                                       16

--------------------------------------------------------------------------------
  Table of Contents
•    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,

including any increase or decrease in contract value. 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.

• Average Annual Subscription Revenue Per Premium Customer

. We define average annual subscription revenue per premium customer as the

total subscription revenue from premium customers for an annual period,

excluding professional services revenue, divided by the average number of

premium customers for that period. We believe that this metric is important

in understanding subscription revenue for our premium offerings in addition

to the relative size of premium customer arrangements. As our Starter edition

has a price point of $199 or $499 per month, we disclose the average annual

subscription revenue per premium customer separately for Starter edition


     customers and all other premium customers.



•    Backlog
     . We define backlog as the aggregate amount of transaction price that is
     allocated to performance obligations that have not yet been satisfied,

excluding professional service engagements. We believe that this metric is

important in understanding future business performance.




COVID-19
Update
While the implications of
the COVID-19 pandemic
remain uncertain, we plan to continue to make investments to support business
growth. We believe that the growth of our business is dependent on many factors,
including our ability to expand our customer base, increase adoption of our
product offerings within existing customers, develop new products and
applications to extend the functionality of our products and provide a high
level of customer service. We expect to invest in sales and marketing to support
customer growth. We also expect to invest in research and development as we
continue to introduce new products and applications to extend the functionality
of our products. We intend to maintain a high level of customer service and
support which we consider critical for our continued success. We also expect to
continue to incur general and administrative expenses to support our business
and to maintain the infrastructure required to be a public company. We expect to
use our cash flow from operations and, if necessary, our credit facility to fund
operations.
Components of Consolidated Statements of Operations
Revenue
Subscription and Support Revenue
 - We generate subscription and support revenue from the sale of our products.
Video Cloud is offered in two product lines. The first product line is comprised
of our premium product editions. All premium editions include functionality to
publish and distribute video to Internet-connected devices, with higher levels
of premium editions providing additional features and functionality. Customer
arrangements are typically
one-year
contracts, which include a subscription to Video Cloud, basic support
and a pre-determined
amount of video streams, bandwidth, transcoding and storage. We also offer gold,
platinum and platinum plus support to our premium customers for an additional
fee. The pricing for our premium editions is based on the value of our software,
as well as the number of users, accounts and usage, which is comprised of video
streams, bandwidth, transcoding and storage. Should a customer's usage 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. Our volume
editions target
small and medium-sized businesses, or
SMBs. The volume editions provide customers with the same basic functionality
that is offered in our premium product editions but have been designed for
customers who have lower usage requirements and do not typically require
advanced features and functionality. We discontinued the lower level pricing
options for the Express edition of our volume offering and expect the total
number of customers using the Express edition to continue to decrease. Customers
who purchase the volume editions generally
enter into month-to-month agreements.
Volume customers are generally billed on a monthly basis and pay via a credit
card.
Virtual Events Experience, Brightcove Live and Brightcove Player are offered to
customers on a subscription basis. Customer arrangements are
typically one-year contracts,
which include a subscription to Virtual Events Experience, Brightcove Live or
the Brightcove Player, basic support and
a pre-determined amount
of video streams, bandwidth, transcoding, and storage and only video streams for
Brightcove Player. We also offer gold, platinum, and platinum plus support to
our Virtual Events Experience, Brightcove Live and Brightcove Player customers
for an additional fee. The pricing for these products is based on the value of
our software, as well as, the number of users, accounts and usage. Should a
customer's usage exceed the contractual entitlements, the contract will provide
the rate at which the customer must pay for actual usage above the contractual
entitlements.

                                       17
--------------------------------------------------------------------------------
  Table of Contents
Zencoder 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 exceed the contractual entitlements, the
contract will provide the rate at which the customer must pay for actual usage
above the contractual entitlements. Zencoder customers are considered premium
customers other than Zencoder customers
on month-to-month contracts
or pay-as-you-go contracts,
which are considered volume customers.
Brightcove Beacon and Brightcove Campaign are each 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. Customer
arrangements are typically
one-year
contracts.
Video Marketing Suite and Enterprise Video Suite are offered to customers on a
subscription basis in Starter, Pro and Enterprise editions. The Pro and
Enterprise customer arrangements are typically
one-year
contracts, which typically include a subscription to Video Cloud, Gallery,
Brightcove Social (for Video Marketing Suite customers) or Brightcove Live (for
Enterprise Video Suite customers), basic support and a
pre-determined
amount of video streams or plays (for Video Marketing Suite customers), viewers
(for Enterprise Video Suite customers), bandwidth and storage or videos. We also
generally offer gold support or platinum support to these customers for an
additional fee, which includes extended phone support. The pricing for our Pro
and Enterprise editions is based on the number of users, accounts and usage,
which is comprised of video streams or plays, viewers, bandwidth and storage or
videos. Should a customer's usage exceed the contractual entitlements, the
contract will provide the rate at which the customer must pay for actual usage
above the contractual entitlements, or will require the customer to upgrade its
package upon renewal. The Starter edition provides customers with the same basic
functionality that is offered in our Pro and Enterprise editions but has been
designed for customers who have lower usage requirements and do not typically
seek advanced features and functionality. Customers who purchase the Starter
edition may enter into
one-year
agreements or
month-to-month
agreements. Starter customers with
month-to-month
agreements are generally billed on a monthly basis and pay via a credit card.
All Brightcove Beacon, OTT Flow, Brightcove Campaign, Brightcove Live, SSAI,
Player, Virtual Events Experience, Video Marketing Suite and Enterprise Video
Suite customers are considered premium customers.
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, or CDN,
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.
Cost of revenue increased in absolute dollars from the first nine months of 2020
to the first nine months of 2021. In future periods we expect our cost of
revenue will increase in absolute dollars as our revenue increases. Cost of
revenue as a percentage of revenue could fluctuate from period to period
depending on the number of our professional services engagements 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

                                       18
--------------------------------------------------------------------------------
  Table of Contents
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 expand
the sale of our product offerings within our existing customer base, build brand
awareness and sponsor additional marketing events. Accordingly, we expect sales
and marketing expense to continue to be our most significant operating expense
in future periods. 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.
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. General and administrative expenses also include the
costs associated with professional fees, insurance premiums, other corporate
expenses and allocated overhead. Over the long term, we believe that general and
administrative expenses as a percentage of revenue will decrease.
Merger-related
. Merger-related costs consist of expenses related to mergers and acquisitions,
integration costs and general corporate development activities.
Other (Benefit) Expense
. Reflects other operating benefits, costs that do not directly relate to the
operating activities listed above.
Other Income (Expense), net
Other income (expense) consists primarily of interest income earned on our cash,
cash equivalents, and foreign exchange gains and losses.
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 U.S. net deferred tax assets at December 31, 2020. We
maintain net deferred tax liabilities for temporary differences related to our
Japanese subsidiary.
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 grant date fair value of
outstanding stock options and restricted stock awards, which is recognized as
expense over the respective stock option and restricted stock award service
periods. For the three months ended September 30, 2021 and 2020, we recorded
$2.3 million and $2.0 million, respectively, of stock-based compensation
expense. We expect stock-based compensation expense to increase in absolute
dollars in future periods.

                                       19
--------------------------------------------------------------------------------
  Table of Contents
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 revenue,
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. 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 revenue and expenses generally increase in value when
translated into U.S. dollars. 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.
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 the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue 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.
We consider the assumptions and estimates associated with revenue recognition,
income taxes, business combinations, intangible assets and goodwill to be our
critical accounting policies and estimates.
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, 2020, which we filed with the Securities and
Exchange Commission on February 24, 2021.
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, 2020.

                                       20

--------------------------------------------------------------------------------


  Table of Contents
                                      Three Months Ended September 30,             Nine Months Ended September 30,
                                         2021                   2020                  2021                   2020

                                                    (in thousands, except share and per share data)
Revenue:
Subscription and support
revenue                            $         49,226         $      46,338       $        148,667         $    136,613
Professional services and
other revenue                                 2,937                 2,746                  9,785                7,050

Total revenue                                52,163                49,084                158,452              143,663
Cost of revenue:
Cost of subscription and
support revenue                              16,406                15,735                 46,840               50,290
Cost of professional services
and other revenue                             2,247                 2,363                  8,205                6,349

Total cost of revenue                        18,653                18,098                 55,045               56,639

Gross profit                                 33,510                30,986                103,407               87,024
Operating expenses:
Research and development                      7,902                 8,215                 24,041               26,199
Sales and marketing                          18,451                14,813                 52,730               42,370
General and administrative                    7,345                 6,694                 21,822               19,633
Merger-related                                   45                    -                     300                5,768
Other (benefit) expense                          -                     -                  (1,965 )                 -

Total operating expenses                     33,743                29,722                 96,928               93,970

(Loss) income from operations                  (233 )               1,264                  6,479               (6,946 )
Other (expense) income, net                    (319 )                 204                   (937 )               (291 )

(Loss) income before income
taxes                                          (552 )               1,468                  5,542               (7,237 )
Provision for income taxes                      468                   154                    562                  597

Net (loss) income                  $         (1,020 )       $       1,314       $          4,980         $     (7,834 )
Net (loss) income per
share-basic and diluted
Basic                              $          (0.02 )       $        0.03       $           0.12         $      (0.20 )
Diluted                            $          (0.02 )       $        0.03       $           0.12         $      (0.20 )
Weighted-average shares-basic
and diluted
Basic                                    40,934,689            39,682,337             40,570,817           39,319,703
Diluted                                  40,934,689            40,645,982             42,237,438           39,319,703


Overview of Results of Operations for the Three Months Ended September 30, 2021
and 2020
Total revenue increased by 6%, or $3.1 million, in the three months ended
September 30, 2021 compared to the three months ended September 30, 2020 due to
an increase in subscription and support revenue of 6%, or $2.9 million,
primarily due to an increase in average revenue per premium customer of 6.9%.
Professional services and other revenue also increased by 7% or $191.
Professional services and other revenue will vary from period to period
depending on the number of implementations and other projects that are in
process. In addition, our revenue from premium offerings grew by $3.3 million,
or 7%, in the three months ended September 30, 2021 compared to the three months
ended September 30, 2020. 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 $2.5 million, or 8%, in the three months ended
September 30, 2021 compared to the three months ended September 30, 2020,
primarily due to an increase in revenue and our transition of acquired Ooyala
customers to our technology during 2020, which resulted in reduced costs. Our
ability to continue to maintain our overall gross profit will depend primarily
on our ability to continue controlling our costs of delivery.
Loss from operations was $0.2 million in the three months ended September 30,
2021 compared to a loss from operations of $1.3 million in the three months
ended September 30, 2020. This is primarily due to an increase in revenue of
$3.1 million and the improvement of gross profit on subscription and support
revenue in the three months ended September 30, 2021 compared to the three
months ended September 30, 2020.

                                       21
--------------------------------------------------------------------------------

  Table of Contents
Revenue

                                                            Three Months Ended September 30,
                                                         2021                                2020                        Change
                                                             Percentage of                     Percentage of

Revenue by Product Line                       Amount            Revenue     

Amount Revenue Amount %



                                                                       (in thousands, except percentages)
Premium                                     $   51,466                   99 %    $ 48,175                  98 %    $ 3,291          7 %
Volume                                             697                    1           909                   2         (212 )      (23 )

Total                                       $   52,163                  100 %    $ 49,084                 100 %    $ 3,079          6 %



During the three months ended September 30, 2021, revenue increased by
$3.1 million, or 6%, compared to the three months ended September 30, 2020,
primarily due to an increase in revenue from our premium offerings. The increase
in premium revenue of $3.3 million, or 7%, is primarily the result of increased
premium subscription offerings to our customers as the average annual
subscription revenue per premium customer increased 6.9% compared to the prior
period. In the three months ended September 30, 2021, volume revenue decreased
by $212, or 23%, compared to the three months ended September 30, 2020, as we
continue to focus on the market for our premium solutions.

                                                      Three Months Ended September 30,
                                                   2021                                2020                      Change
                                                       Percentage of                     Percentage of

Revenue by Type                         Amount            Revenue           Amount          Revenue          Amount       %

                                                                (in thousands, except percentages)
Subscription and support              $   49,226                   94 %    $ 46,338                  96 %    $ 2,888       6 %
Professional services and other            2,937                    6         2,746                   4          191       7

Total                                 $   52,163                  100 %    $ 49,084                 100 %    $ 3,079       6 %



During the three months ended September 30, 2021, subscription and support
revenue increased by $2.9 million, or 6%, compared to the three months ended
September 30, 2020. The increase was primarily related to an increase in the
average annual subscription revenue per premium customer of 6.9% during the
three months ended September 30, 2021 compared to the three months ended
September 30, 2020. In addition, professional services and other revenue
increased by $191, or 7%, compared to the corresponding quarter in the prior
year. 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 September 30,
                                                       2021                                2020                        Change
                                                           Percentage of                     Percentage of

Revenue by Geography                        Amount            Revenue       

Amount Revenue Amount %



                                                                     (in thousands, except percentages)
North America                             $   29,420                   56 %    $ 27,515                  56 %    $ 1,905          7 %

Europe                                         9,689                   19         8,435                  17        1,254         15
Japan                                          6,185                   12         5,688                  12          497          9
Asia Pacific                                   6,746                   13         7,211                  15         (465 )       (6 )
Other                                            123                   -            235                  -          (112 )      (48 )

International subtotal                        22,743                   44        21,569                  44        1,174          5

Total                                     $   52,163                  100 %    $ 49,084                 100 %    $ 3,079          6 %



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.
During the three months ended September 30, 2021, total revenue for North
America increased $1.9 million, or 7%, compared to the three months ended
September 30, 2020. In the three months ended September 30, 2021, total revenue
outside of North America increased $1.2 million, or 5%, compared to the three
months ended September 30, 2020. The increase in revenue from international
regions is primarily related to increases in revenue in Europe.

                                       22
--------------------------------------------------------------------------------

  Table of Contents
Cost of Revenue

                                                     Three Months Ended September 30,
                                                  2021                                 2020                       Change
                                                       Percentage of                     Percentage of

                                                          Related                           Related

Cost of Revenue                       Amount              Revenue           Amount          Revenue          Amount        %

                                                                (in thousands, except percentages)
Subscription and support            $    16,406                    33 %    $ 15,735                  34 %    $   671         4 %
Professional services and other           2,247                    77         2,363                  86         (116 )      (5 )

Total                               $    18,653                    36 %    $ 18,098                  37 %    $   555         3 %



In the three months ended September 30, 2021, cost of subscription and support
revenue increased by $671, or 4%, compared to the three months ended
September 30, 2020. The increase resulted primarily from the 6% increase in
subscription and support revenue in the three months ended September 30, 2021
compared to the three months ended September 30, 2020. In the three months ended
September 30, 2021, cost of professional services and other revenue decreased by
$116, or 5%, compared to the three months ended September 30, 2020. This
decrease corresponds to a decrease in contractor expenses of $216 in the three
months ended September 30, 2021, compared to the three months ended
September 30, 2020.
Gross Profit

                                                    Three Months Ended September 30,
                                                 2021                                 2020                       Change
                                                      Percentage of                     Percentage of

                                                         Related                           Related

Gross Profit                         Amount              Revenue           Amount          Revenue          Amount       %

                                                              (in thousands, except percentages)
Subscription and support           $    32,820                    67 %    $ 30,603                  66 %    $ 2,217        7 %
Professional services and other            690                    23           383                  14          307       80 %

Total                              $    33,510                    64 %    $ 30,986                  63 %    $ 2,524        8 %



The overall gross profit percentage was 64% for the three months ended
September 30, 2021 compared to 63% for the three months ended September 30,
2020. Subscription and support gross profit increased $2.2 million, or 7%,
compared to the three months ended September 30, 2020. The increase in gross
profit dollars for subscription and support revenue was due to incremental costs
from the acquisition of Ooyala in the three months ended September 30, 2020
which did not recur in the three months ended September 30, 2021.
Operating Expenses

                                                          Three Months Ended September 30,
                                                       2021                                 2020                        Change
                                                            Percentage of                     Percentage of

Operating Expenses                         Amount              Revenue      

Amount Revenue Amount %



                                                                     (in thousands, except percentages)
Research and development                 $     7,902                    15 %    $  8,215                  17 %    $  (313 )       (4 )%
Sales and marketing                           18,451                    35        14,813                  30        3,638         25
General and administrative                     7,345                    14         6,694                  14          651         10
Merger-related                                    45                    -             -                   -            45        N/A

Total                                    $    33,743                    65 %    $ 29,722                  61 %    $ 4,021         14 %



Research and Development
.
 In the three months ended September 30, 2021, research and development expense
decreased by $313 or 4%, compared to the three months ended September 30, 2020
primarily due to a decrease in rent and contractor expenses of $315 and $292
respectively. These decreases were offset by an increase in stock-based
compensation of $267, as well as various other expenses that, in the aggregate,
increased by approximately $27. We expect our research and development expense
as a percentage of revenue to remain relatively unchanged.

                                       23
--------------------------------------------------------------------------------
  Table of Contents
Sales and Marketing
.
In the three months ended September 30, 2021, sales and marketing expense
increased by $3.6 million, or 25%, compared to the three months ended
September 30, 2020, primarily due to an increase in marketing campaigns,
employee-related, and commission expenses of $1.8 million, $1.6 million, and
$1.2 million, respectively. These increases were offset by a decrease in rent
and contractor expenses of $435 and $627, respectively. The remaining decrease
was due to various other expenses that, in aggregate, decreased by approximately
$46. We expect that our sales and marketing expense will increase in absolute
dollars for the remainder of 2021 as compared to the prior period as we will
continue to invest in these activities to support revenue growth.
General and Administrative
.
In the three months ended September 30, 2021, general and administrative expense
increased by $651, or 10%, compared to the three months ended September 30,
2020, primarily due to increases in outside professional services, employee-
related, and stock-based compensation expenses of $244, $193, and $176,
respectively. The remaining increase was due to various other expenses that, in
aggregate, increased by approximately $38. In future periods, we expect general
and administrative expense to remain relatively unchanged.
Merger-Related
.
 In the three months ended September 30, 2021, merger-related expenses remained
relatively unchanged, compared to the three months ended September 30, 2020.
Overview of Results of Operations for the Nine Months Ended September 30, 2021
and 2020
Total revenue increased by 10%, or $14.8 million, in the nine months ended
September 30, 2021 compared to the nine months ended September 30, 2020 due to
an increase in subscription and support revenue of 9%, or $12.1 million,
primarily due to an increase in revenue from our premium offerings. Professional
services and other revenue also increased by 39%, or $2.7 million, compared to
the corresponding period in the prior year. Professional services and other
revenue will vary from period to period depending on the number of
implementations and other projects that are in process. Our revenue from premium
offerings grew by $15.3 million, or 11%, in the nine months ended September 30,
2021 compared to the nine months ended September 30, 2020. 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 $16.4 million, or 19%, in the nine months ended
September 30, 2021 compared to the nine months ended September 30, 2020, due to
an increase in revenue and an improvement in subscription and support gross
profit. The increase in revenue is due to an increase in our average revenue per
premium customer. The improvement in subscription and support gross profit was
primarily due to transition of acquired Ooyala customers to our technology
during 2020, which reduced costs. Our ability to continue to maintain our
overall gross profit will depend primarily on our ability to continue
controlling our costs of delivery.
Income from operations was $6.5 million in the nine months ended September 30,
2021 compared to a loss from operations of $6.9 million in the nine months ended
September 30, 2020. This is primarily due to the aforementioned increase in
revenue of $14.8 million and decreases in costs of revenue of $1.6 million in
the nine months ended September 30, 2021 compared to the nine months ended
September 30, 2020.
Revenue

                                          Nine Months Ended September 30,
                                      2021                               2020                         Change
                                         Percentage of                      Percentage of

Revenue by Product Line    Amount           Revenue           Amount       

   Revenue           Amount         %

                                                     (in thousands, except percentages)
Premium                   $ 156,182                  99 %    $ 140,904                  98 %    $ 15,278         11 %
Volume                        2,270                   1          2,759                   2          (489 )      (18 )

Total                     $ 158,452                 100 %    $ 143,663                 100 %    $ 14,789         10 %



During the nine months ended September 30, 2021, revenue increased by
$14.8 million, or 10%, compared to the nine months ended September 30, 2020,
primarily due to an increase in revenue from our premium offerings, which
consists of subscription and support revenue as well as professional services.
The increase in premium revenue of $15.3 million, or 11%, is primarily the
result of an 8% increase in average annual subscription revenue per premium
customer during the nine months ended September 30, 2021 compared to the nine
months ended September 30, 2020. This increase in average annual subscription
revenue per premium customer is primarily due to premium customers ordering more
of our products.

                                       24
--------------------------------------------------------------------------------
  Table of Contents
During the nine months ended September 30, 2021, volume revenue decreased by
$489 or 18%, compared to the nine months ended September 30, 2020, as we
continue to focus on the market for our premium solutions.

                                                      Nine Months Ended September 30,
                                                  2021                               2020                        Change
                                                     Percentage of                      Percentage of

Revenue by Type                        Amount           Revenue           Amount           Revenue           Amount       %


                                                                (in thousands, except percentages)
Subscription and support              $ 148,667                  94 %    $ 136,613                  95 %    $ 12,054        9 %
Professional services and other           9,785                   6          7,050                   5         2,735       39

Total                                 $ 158,452                 100 %    $ 143,663                 100 %    $ 14,789       10 %



During the nine months ended September 30, 2021, subscription and support
revenue increased by $12.1 million, or 9%, compared to the nine months ended
September 30, 2020. The increase was primarily related to an 8% increase in
average annual subscription revenue per premium customer.
In addition, professional services and other revenue increased by $2.7 million,
or 39%, compared to the corresponding period in the prior year. This increase
was driven by one particular project that was completed in the three months
ended March 31, 2021. Professional services and other revenue will vary from
period to period depending on the number of implementations and other projects
that are in process.

                                                         Nine Months Ended September 30,
                                                     2021                               2020                         Change
                                                        Percentage of                      Percentage of

Revenue by Geography                      Amount           Revenue           Amount           Revenue           Amount         %

                                                                    (in thousands, except percentages)
North America                            $  89,204                  56 %    $  78,553                  55 %    $ 10,651         14 %

Europe                                      28,159                  18         25,323                  18         2,836         11
Japan                                       19,263                  12         17,344                  12         1,919         11
Asia Pacific                                21,421                  14         21,795                  15          (374 )       (2 )
Other                                          405                  -             648                  -           (243 )      (38 )

International subtotal                      69,248                  44         65,110                  45         4,138          6

Total                                    $ 158,452                 100 %    $ 143,663                 100 %    $ 14,789         10 %



During the nine months ended September 30, 2021, total revenue for North America
increased $10.7 million, or 14%, compared to the nine months ended September 30,
2020. The increase was due to revenue from our premium offerings.
During the nine months ended September 30, 2021, total revenue outside of North
America increased $4.1 million, or 6%, compared to the nine months ended
September 30, 2020. The increase in revenue from international regions is
primarily related to increased sales of our premium offerings to existing
customers in Japan and Europe.
Cost of Revenue

                                                     Nine Months Ended September 30,
                                                  2021                                2020                        Change
                                                      Percentage of                     Percentage of

                                                         Related                           Related

Cost of Revenue                       Amount             Revenue           Amount          Revenue           Amount        %

                                                                (in thousands, except percentages)
Subscription and support            $   46,840                    32 %    $ 50,290                  37 %    $ (3,450 )      (7 )%
Professional services and other          8,205                    84         6,349                  90         1,856        29

Total                               $   55,045                    35 %    $ 56,639                  39 %    $ (1,594 )      (3 )%



In the nine months ended September 30, 2021, cost of subscription and support
revenue decreased $3.5 million, or 7%, compared to the nine months ended
September 30, 2020. The decrease resulted primarily from incremental costs from
the acquisition of Ooyala in the nine months ended September 30, 2020 which did
not recur in the nine months ended September 30, 2021.

                                       25
--------------------------------------------------------------------------------
  Table of Contents
In the nine months ended September 30, 2021, cost of professional services and
other revenue increased $1.9 million, or 29%, compared to the nine months ended
September 30, 2020. This increase corresponds to an increase in contractor
expenses of $1.7 million in the nine months ended September 30, 2021 compared to
the nine months ended September 30, 2020.
Gross Profit

                                                   Nine Months Ended September 30,
                                                2021                                2020                        Change
                                                    Percentage of                     Percentage of

                                                       Related                           Related

Gross Profit                        Amount             Revenue           Amount          Revenue           Amount        %

                                                              (in thousands, except percentages)
Subscription and support          $   101,827                   68 %    $ 86,323                  63 %    $ 15,504        18 %
Professional services and other         1,580                   16           701                  10           879       125

Total                             $   103,407                   65 %    $ 87,024                  61 %    $ 16,383        19 %



The overall gross profit percentage was 65% and 61% for the nine months ended
September 30, 2021 and 2020, respectively. Subscription and support gross profit
increased $15.5 million, or 18%, compared to the nine months ended September 30,
2020. 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

                                                          Nine Months Ended September 30,
                                                       2021                                2020                        Change
                                                           Percentage of                     Percentage of

Operating Expenses                         Amount             Revenue           Amount          Revenue           Amount         %

                                                                     (in thousands, except percentages)
Research and development                 $   24,041                    15 %    $ 26,199                  18 %    $ (2,158 )       (8 )%
Sales and marketing                          52,730                    33        42,370                  29        10,360         24
General and administrative                   21,822                    14        19,633                  14         2,189         11
Merger-related                                  300                     0         5,768                   4        (5,468 )      (95 )
Other (benefit) expense                      (1,965 )                  (1 )          -                   -         (1,965 )      N/A

Total                                    $   96,928                    61 %    $ 93,970                  65 %    $  2,958          3 %



Research and Development
.
 In the nine months ended September 30, 2021, research and development expense
decreased by $2.2 million, or 8%, compared to the nine months ended
September 30, 2020 primarily due to a decrease in employee-related and rent
expenses of $1.6 million and $1.0 million, respectively. These decreases were
partially offset by an increase in stock-based compensation expense of $423.
Sales and Marketing
.
In the nine months ended September 30, 2021, sales and marketing expense
increased by $10.4 million, or 24%, compared to the nine months ended
September 30, 2020 primarily due to increases in marketing campaigns, commission
and employee-related expenses of $4.7 million, $4.1 million, and $3.8 million,
respectively. These increases were offset by decreases in rent, contractor and
travel expenses of $1.2 million, $550 and $404, respectively.
General and Administrative
.
In the nine months ended September 30, 2021, general and administrative
increased by $2.2 million or 11%, compared to the nine months ended
September 30, 2020 primarily due to increases in outside accounting and legal
fees, employee-related, stock-based compensation, and contractor expenses of
$995, $669, $330 and $297, respectively.
Merger-Related
.
 In the nine months ended September 30, 2021, merger-related expenses decreased
$5.5 million due to costs incurred in connection with general merger and related
activities in 2020 which did not recur in the current period.
Other (benefit) expense
.
 On March 27, 2020, in response to the
COVID-19
pandemic, the U.S. government enacted the Coronavirus Aid, Relief, and Economic
Security Act, which was amended by the Consolidated Appropriations Act in
December of 2020 (the "CARES Act"). The CARES Act provides numerous tax
provisions and other stimulus measures, including the creation of certain
employee retention credits. In the first quarter of 2021, we recognized a
benefit of $1,965 from the CARES Act related to employee retention credits. The
benefit was recorded as Other (benefit) expense.

                                       26

--------------------------------------------------------------------------------


  Table of Contents
Liquidity and Capital Resources
Cash and cash equivalents.
Our cash and cash equivalents at September 30, 2021 were held for working
capital purposes and were invested primarily in cash. We do not enter into
investments for trading or speculative purposes. At September 30, 2021 and
December 31, 2020, we had $14.5 million and $17.1 million, respectively, of cash
and cash equivalents held by subsidiaries in international locations, including
subsidiaries located in Japan and the United Kingdom. These earnings can be

© Edgar Online, source Glimpses