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, 2019.
Company Overview
We are a leading global provider of cloud-based services for video. We were
incorporated in Delaware in August 2004 and our headquarters are in Boston,
Massachusetts. Our suite of products and services reduce the cost and complexity
associated with publishing, distributing, measuring and monetizing video across
devices.
Brightcove Video Cloud, or Video Cloud, our flagship product, is the world's
leading online video platform. 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. Brightcove OTT Flow is a service for
media companies and content owners to rapidly deploy high-quality,
direct-to-consumer, live and on-demand video services across platforms.
Brightcove Video Marketing Suite, or Video Marketing Suite, is a comprehensive
suite of video technologies designed to address the needs of marketers to drive
awareness, engagement and conversion. Brightcove Enterprise Video Suite, or
Enterprise Video Suite, is an enterprise-class platform for internal
communications, employee training, live streaming, marketing and ecommerce
videos.
We also have a number of modular solutions for customers, including Brightcove
Zencoder, or Zencoder, which is a cloud-based video encoding service. Brightcove
SSAI, or SSAI, is an innovative, cloud-based ad insertion and video stitching
service that addresses the limitations of traditional online video ad insertion
technology. Brightcove Player, or Player, is a cloud-based service for creating
and managing video player experiences.
In September 2019, we released Brightcove Beacon, which is a purpose-built app
that enables companies to deliver and launch premium OTT video experiences
quickly and cost effectively across mobile, web, smart TVs and connected TVs,
all with the flexibility of multiple monetization models. In January 2020, we
released Brightcove Campaign, which is a purpose-built app that enables
marketers to easily create video-driven marketing campaigns that yield
insightful data with the ability to compare video performance to a variety of
industry benchmarks.
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, 2020, we had 616 employees and 3,381 customers, of which
2,267 used our premium offerings and 1,114 used our volume offerings. As of
September 30, 2019, we had 596 employees and 3,720 customers, of which 2,362
used our premium offerings and 1,358 used our volume offerings.
We generate revenue by offering our products to customers on a
subscription-based, software as a service, or SaaS, model. Our revenue grew from
$136.9 million in the nine months ended September 30, 2019 to $143.7 million in
the nine months ended September 30, 2020, primarily related to incremental
revenue from the Ooyala acquisition that was completed on April 1, 2019 and, to
a lesser extent, an increase in sales of our premium offerings to both new and
existing customers. Our consolidated net loss was $7.8 million and $15.2 million
for the nine months ended September 30, 2020 and 2019, 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. Included in consolidated net loss for the nine months ended
September 30, 2019 was merger-related expense, stock-based compensation expense
and amortization of acquired intangible assets of $8.1 million, $4.5 million and
$2.2 million, respectively.

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For the nine months ended September 30, 2020 and 2019, our revenue derived from
customers located outside North America was 45% and 48%, 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.

• 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, our Video

Marketing Suite customers, our Enterprise Video Suite customers, our

Brightcove Beacon 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.




As of September 30, 2020, we had 3,381 customers, of which 2,267 used our
premium offerings and 1,114 used our volume offerings. As of September 30, 2019,
we had 3,720 customers, of which 2,362 used our premium offerings and 1,358 used
our volume offerings.
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 2020 and beyond as we continue to focus on the market for our
premium solutions.

• 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.

During the nine months ended September 30, 2020 and 2019, the recurring


     dollar retention rate was 88% and 89%, respectively.



•    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. As of September 30,

2020, the total backlog for subscription and support contracts was

approximately $144.2 million, of which approximately $109.6 million is

expected to be recognized over the next 12 months. As of September 30, 2019,

the total backlog for subscription and support contracts was approximately

$125.7 million, of which approximately $100.6 million was expected to be
     recognized over the next 12 months.



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The following table includes our key metrics for the periods presented:

                                                                   Nine Months Ended
                                                                     September 30,
                                                                  2020            2019
Customers (at period end)
Premium                                                             2,267          2,362
Volume                                                              1,114          1,358

Total customers (at period end)                                     3,381   

3,720



Recurring dollar retention rate                                        88 % 

89 % Average annual subscription revenue per premium customer, excluding Starter edition customers (in thousands)

$    87.3

$ 82.0 Average annual subscription revenue per premium customer for Starter edition customers only (in thousands)

$     4.5

$ 4.6 Total backlog, excluding professional services engagements (in millions)

$   144.2

$ 125.7 Total backlog to be recognized over next 12 months, excluding professional services engagements (in millions) $ 109.6

$ 100.6


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.
See the section titled "Risk Factors" included under Part II, Item 1A below for
further discussion of the possible impact of
the COVID-19 pandemic
on our business.
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 support or platinum
support to our premium customers for an additional fee, which includes extended
phone support. 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.

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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.
SSAI 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.
Player is offered to customers on a subscription basis. Customer
arrangements are typically one-year contracts, which include
a subscription to Player, basic
support and a pre-determined amount of video
streams. We also offer gold support or platinum support to our Player customers
for an additional fee, which includes extended phone support. The pricing for
Player is based on the number of users, accounts and usage, which is comprised
of video streams. 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.
OTT Flow, 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, Brightcove Campaign, SSAI, Player, OTT Flow, 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.
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

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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 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 and fluctuates
based on the activity in the period.
Other Income (Expense), net
Other income (expense) consists primarily of interest expense from our credit
facility, 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, 2019.

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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, 2020 and 2019, we recorded
$2.0 million and $1.7 million, respectively, of stock-based compensation
expense. For the nine months ended September 30, 2020 and 2019, we recorded
$6.7 million and $4.5 million, respectively, of stock-based compensation
expense. 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 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, 2019, which we filed with the Securities and
Exchange Commission on February 27, 2020.
Results of Operations
As described above in
"COVID-19
Update", the ultimate extent of the impact of any epidemic, pandemic, outbreak
or other public health crisis on our results of operations will depend on future
developments, which are highly uncertain, including new information that may
emerge concerning the severity of the
current COVID-19 pandemic
or other public health crisis and actions taken to contain or prevent the
further spread, among others. Accordingly, we cannot fully predict the extent to
which our business and results of operations will be affected; however we expect
the COVID-19 pandemic
to continue to impact our operations in several ways. Our discussion of these
risks is detailed in the section titled "Risk Factors" included under
Part II, Item 1A below.

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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, 2019.

                                          Three Months Ended                      Nine Months Ended
                                             September 30,                          September 30,
                                        2020               2019                2020                2019
                                                (in thousands, except share and per share data)
Revenue:
Subscription and support
revenue                             $     46,338       $     45,424        $    136,613        $    129,192
Professional services and other
revenue                                    2,746              2,010               7,050               7,660

Total revenue                             49,084             47,434             143,663             136,852
Cost of revenue:
Cost of subscription and
support revenue                           15,735             16,686              50,290              50,237
Cost of professional services
and other revenue                          2,363              1,628               6,349               6,432

Total cost of revenue                     18,098             18,314              56,639              56,669

Gross profit                              30,986             29,120              87,024              80,183
Operating expenses:
Research and development                   8,215              8,127              26,199              23,150
Sales and marketing                       14,813             14,567              42,370              45,650
General and administrative                 6,694              6,245              19,633              17,485
Merger-related                                -               2,539               5,768               8,091

Total operating expenses                  29,722             31,478              93,970              94,376

Loss from operations                       1,264             (2,358 )            (6,946 )           (14,193 )
Other income (expense), net                  204               (441 )              (291 )              (477 )

Loss before income taxes                   1,468             (2,799 )            (7,237 )           (14,670 )
Provision for income taxes                   154                171                 597                 521

Net income (loss)                   $      1,314       $     (2,970 )      $     (7,834 )      $    (15,191 )

Net income (loss) per
share-basic and diluted
Basic                               $       0.03       $      (0.08 )      $      (0.20 )      $      (0.40 )
Diluted                             $       0.03       $      (0.08 )      $      (0.20 )      $      (0.40 )
Weighted-average shares-basic
and diluted
Basic                                 39,682,337         38,564,314          39,319,703          37,738,739
Diluted                               40,645,982         38,564,314          39,319,703          37,738,739


Overview of Results of Operations for the Three Months Ended September 30, 2020
and 2019
Total revenue increased by 3%, or $1.7 million, in the three months ended
September 30, 2020 compared to the three months ended September 30, 2019 due to
an increase in subscription and support revenue of 2%, or $914,000, primarily
due to an increase in revenue from our premium offerings. The increase was also
due to an increase in professional services and other revenue of 37%, or
$736,000. 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 increased by $1.7 million, or 4%, in
the three months ended September 30, 2020 compared to the three months ended
September 30, 2019. 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 $1.9 million, or 6%, in the three months ended
September 30, 2020 compared to the three months ended September 30, 2019,
primarily due to an increase in revenue and a decrease in costs of revenue. 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 $1.3 million in the three months ended September 30,
2020 compared to a loss of $2.4 million in the three months ended September 30,
2019. This is primarily due to a decrease in costs of revenue and merger related
expenses in the three months ended September 30, 2020 compared to the three
months ended September 30, 2019.
As of September 30, 2020, we had $30.3 million of unrestricted cash and cash
equivalents, an increase of $7.6 million from $22.8 million at December 31,
2019, due primarily to $8.9 million of cash provided by operating activities and
$5.0 million in net proceeds from debt. These increases were offset by
$5.1 million in
capitalized internal-use software
costs, and $2.2 million in capital expenditures.

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Revenue

                                                            Three Months Ended September 30,
                                                         2020                                2019                       Change
                                                             Percentage of                     Percentage of

Revenue by Product Line                       Amount            Revenue     

Amount Revenue Amount %


                                                                       (in thousands, except percentages)
Premium                                     $   48,175                   98 %    $ 46,462                  98 %    $ 1,713         4 %
Volume                                             909                    2           972                   2          (63 )      (6 )

Total                                       $   49,084                  100 %    $ 47,434                 100 %    $ 1,650         3 %



During the three months ended September 30, 2020, revenue increased by
$1.7 million, or 3%, compared to the three months ended September 30, 2019,
primarily due to an increase in revenue from our premium offerings, which
consists of subscription and support revenue as well as professional services
and other revenue. The increase in premium revenue of $1.7 million, or 4%, is
primarily the result of a 5% increase in average annual subscription revenue per
premium customer during the three months ended September 30, 2020 compared to
the three months ended September 30, 2019. In the three months ended
September 30, 2020, volume revenue decreased by $63,000, or 6%, compared to the
three months ended September 30, 2019.

                                                      Three Months Ended September 30,
                                                   2020                                2019                       Change
                                                       Percentage of                     Percentage of

Revenue by Type                         Amount            Revenue           Amount          Revenue          Amount       %
                                                                (in thousands, except percentages)
Subscription and support              $   46,338                   94 %    $ 45,424                  96 %    $   914        2 %
Professional services and other            2,746                    6         2,010                   4          736       37

Total                                 $   49,084                  100 %    $ 47,434                 100 %    $ 1,650        3 %



During the three months ended September 30, 2020, subscription and support
revenue increased by $914,000, or 2%, compared to the three months ended
September 30, 2019. The increase was primarily related to a 5% increase in
average annual subscription revenue per premium customer during the three months
ended September 30, 2020 compared to the three months ended September 30, 2019.
In addition, professional services and other revenue increased by $736,000, or
37%, 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,
                                                       2020                                2019                        Change
                                                           Percentage of                     Percentage of

Revenue by Geography                        Amount            Revenue           Amount          Revenue           Amount         %
                                                                      (in thousands, except percentages)
North America                             $   27,515                   56 %    $ 24,904                  53 %    $  2,611         10 %

Europe                                         8,435                   17         8,178                  17           257          3
Japan                                          5,688                   12         5,391                  11           297          6
Asia Pacific                                   7,211                   15         8,646                  18        (1,435 )      (17 )
Other                                            235                   -            315                   1           (80 )      (25 )

International subtotal                        21,569                   44        22,530                  47          (961 )       (4 )

Total                                     $   49,084                  100 %    $ 47,434                 100 %    $  1,650          3 %



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.

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During the three months ended September 30, 2020, total revenue for North
America increased by $2.6 million, or 10%, compared to the three months ended
September 30, 2019. In the three months ended September 30, 2020, total revenue
outside of North America decreased by $961,000, or 4%, compared to the three
months ended September 30, 2019. The decrease in revenue from international
regions is primarily related to decreases in revenue in Asia Pacific.
Cost of Revenue

                                                     Three Months Ended September 30,
                                                  2020                                 2019                       Change
                                                       Percentage of                     Percentage of

                                                          Related                           Related

Cost of Revenue                       Amount              Revenue           Amount          Revenue          Amount        %
                                                                (in thousands, except percentages)
Subscription and support            $    15,735                    34 %    $ 16,686                  37 %    $  (951 )      (6 )%
Professional services and other           2,363                    86         1,628                  81          735        45

Total                               $    18,098                    37 %    $ 18,314                  39 %    $  (216 )      (1 )%



In the three months ended September 30, 2020, cost of subscription and support
revenue decreased by $951,000, or 6%, compared to the three months ended
September 30, 2019. The decrease resulted primarily from the transition of
acquired Ooyala customers to our technology. Specifically, there were decreases
in employee-related expenses, maintenance, third party software costs, partner
commissions, intangible amortization, and contractor expenses of $305,000,
$152,000, $152,000, $142,000, $133,000 and $124,000, respectively. These
decreases were offset by an increase in network hosting services of $266,000.
In the three months ended September 30, 2020, cost of professional services and
other revenue increased by $735,000, or 45%, compared to the three months ended
September 30, 2019. This increase corresponds to increases in professional
services and other revenue and the related increases in contractor expense and
employee-related expenses of $634,000 and $212,000, respectively.
Gross Profit

                                                    Three Months Ended September 30,
                                                 2020                                 2019                      Change
                                                      Percentage of                     Percentage of

                                                         Related                           Related

Gross Profit                         Amount              Revenue           Amount          Revenue          Amount       %
                                                              (in thousands, except percentages)
Subscription and support           $    30,603                    66 %    $ 28,738                  63 %    $ 1,865       6 %
Professional services and other            383                    14           382                  19            1       0 %

Total                              $    30,986                    63 %    $ 29,120                  61 %    $ 1,866       6 %



The overall gross profit percentage was 63% and 61% for the three months ended
September 30, 2020 and 2019, respectively. Subscription and support gross profit
increased by $1.9 million, or 6%, compared to the three months ended
September 30, 2019. 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.

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Operating Expenses

                                                           Three Months Ended September 30,
                                                        2020                                 2019                         Change
                                                             Percentage of                     Percentage of

Operating Expenses                          Amount              Revenue           Amount          Revenue           Amount         %
                                                                       (in thousands, except percentages)
Research and development                  $     8,215                    17 %    $  8,127                  17 %    $     88           1 %
Sales and marketing                            14,813                    30        14,567                  31           246           2
General and administrative                      6,694                    14         6,245                  13           449           7
Merger-related                                     -                     -          2,539                   5        (2,539 )      (100 )

Total                                     $    29,722                    61 %    $ 31,478                  66 %    $ (1,756 )        (6 )%



Research and Development
.
 In the three months ended September 30, 2020, research and development expense
increased by $88,000, or 1%, compared to the three months ended September 30,
2019 primarily due to an increase in contractor expense of $724,000. This
increase was offset by decreases in recruiting and employee-related expenses of
$308,000 and $251,000, respectively. We expect our research and development
expense as a percentage of revenue to decrease as a result of restructuring
activities taken in 2020.
Sales and Marketing
.
In the three months ended September 30, 2020, sales and marketing expense
increased by $246,000, or 2%, compared to the three months ended September 30,
2019 primarily due to increases in contractor expense, commission and
stock-based compensation of $827,000, $264,000 and $166,000, respectively. These
increases were offset by decreases in travel and employee-related expenses of
$833,000 and $172,000, respectively. We expect that our sales and marketing
expense will increase as a percent of revenue and 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.
General and Administrative
.
In the three months ended September 30, 2020, general and administrative expense
increased by $449,000, or 7%, compared to the three months ended September 30,
2019 primarily due to increases in restructuring expense and stock-based
compensation of $395,000 and $298,000, respectively. These increases were offset
by a decrease in bad debt expense of $246,000. In future periods, we expect
general and administrative expense to remain relatively unchanged.
Merger-Related
.
 In the three months ended September 30, 2020, merger-related expenses decreased
by $2.5 million primarily due to costs incurred during the three months ended
September 30, 2019 associated with the transition of acquired customers to our
technology and general merger and related activities.
Overview of Results of Operations for the Nine Months Ended September 30, 2020
and 2019
Total revenue increased by 5%, or $6.8 million, in the nine months ended
September 30, 2020 compared to the nine months ended September 30, 2019 due to
an increase in subscription and support revenue of 6%, or $7.4 million,
primarily due to the acquired Ooyala customers and, to a lesser extent, due to
an increase in revenue from our premium offerings. Substantially all of the
revenue from the Ooyala acquisition is subscription and support revenue. This
increase was offset by a decrease in professional services and other revenue of
8% or $610,000. 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 $6.9 million, or 5%, in the
nine months ended September 30, 2020 compared to the nine months ended
September 30, 2019. 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 $6.8 million, or 9%, in the nine months ended
September 30, 2020 compared to the nine months ended September 30, 2019,
primarily due to an increase in revenue. 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 $6.9 million in the nine months ended September 30,
2020 compared to $14.2 million in the nine months ended September 30, 2019. This
is primarily due to an increase in revenue and a decrease in marketing expenses
in the nine months ended September 30, 2020 compared to the nine months ended
September 30, 2019.

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Revenue

                                          Nine Months Ended September 30,
                                      2020                               2019                        Change
                                         Percentage of                      Percentage of

Revenue by Product Line    Amount           Revenue           Amount       

   Revenue          Amount        %
                                                    (in thousands, except percentages)
Premium                   $ 140,904                  98 %    $ 133,970                  98 %    $ 6,934         5 %
Volume                        2,759                   2          2,882                   2         (123 )      (4 )

Total                     $ 143,663                 100 %    $ 136,852                 100 %    $ 6,811         5 %



During the nine months ended September 30, 2020, revenue increased by
$6.8 million, or 5%, compared to the nine months ended September 30, 2019,
primarily due to an increase in revenue from our premium offerings, which
consists of subscription and support revenue as well as professional services
and other revenue, driven by customers obtained as part of the Ooyala
acquisition. The increase in premium revenue of $6.9 million, or 5%, is
primarily the result of a 6% increase in average annual subscription revenue per
premium customer during the nine months ended September 30, 2020 compared to the
nine months ended September 30, 2019. In the nine months ended September 30,
2020, volume revenue decreased by $123,000, or 4%, compared to the nine months
ended September 30, 2019, as we continue to focus on the market for our premium
solutions.

                                                      Nine Months Ended September 30,
                                                  2020                               2019                        Change
                                                     Percentage of                      Percentage of

Revenue by Type                        Amount           Revenue           Amount           Revenue          Amount        %
                                                                (in thousands, except percentages)
Subscription and support              $ 136,613                  95 %    $ 129,192                  94 %    $ 7,421         6 %
Professional services and other           7,050                   5          7,660                   6         (610 )      (8 )

Total                                 $ 143,663                 100 %    $ 136,852                 100 %    $ 6,811         5 %



During the nine months ended September 30, 2020, subscription and support
revenue increased by $7.4 million, or 6%, compared to the nine months ended
September 30, 2019. The increase was primarily related to the acquired Ooyala
customers and a 6% increase in average annual subscription revenue per premium
customer during the nine months ended September 30, 2020 compared to the nine
months ended September 30, 2019. In addition, professional services and other
revenue decreased by $610,000, or 8%, 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.

                                                          Nine Months Ended September 30,
                                                      2020                               2019                         Change
                                                         Percentage of                      Percentage of

Revenue by Geography                       Amount           Revenue           Amount           Revenue           Amount         %
                                                                     (in thousands, except percentages)
North America                             $  78,553                  55 %    $  72,425                  53 %    $  6,128          8 %

Europe                                       25,323                  18         22,814                  17         2,509         11
Japan                                        17,344                  12         16,725                  12           619          4
Asia Pacific                                 21,795                  15         24,009                  17        (2,214 )       (9 )
Other                                           648                  -             879                   1          (231 )      (26 )

International subtotal                       65,110                  45         64,427                  47           683          1

Total                                     $ 143,663                 100 %    $ 136,852                 100 %    $  6,811          5 %



During the nine months ended September 30, 2020, total revenue for North America
increased by $6.1 million, or 8%, compared to the nine months ended
September 30, 2019. In the nine months ended September 30, 2020, total revenue
outside of North America increased by $683,000, or 1%, compared to the nine
months ended September 30, 2019. The increase in revenue from international
regions is primarily related to increases in revenue in Europe and Japan, offset
by a decrease in revenue in Asia Pacific.

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Cost of Revenue

                                                     Nine Months Ended September 30,
                                                  2020                                2019                        Change
                                                      Percentage of                     Percentage of

                                                         Related                           Related

Cost of Revenue                       Amount             Revenue           Amount          Revenue           Amount        %
                                                                (in thousands, except percentages)
Subscription and support            $   50,290                    37 %    $ 50,237                  39 %    $     53         0 %
Professional services and other          6,349                    90         6,432                  84           (83 )      (1 )

Total                               $   56,639                    39 %    $ 56,669                  41 %    $    (30 )       0 %



In the nine months ended September 30, 2020, cost of subscription and support
revenue increased by $53,000 compared to the nine months ended September 30,
2019. The increase resulted primarily from incremental costs from the
acquisition of Ooyala.
In the nine months ended September 30, 2020, cost of professional services and
other revenue decreased by $83,000, or 1%, compared to the nine months ended
September 30, 2019.
Gross Profit

                                                      Nine Months Ended September 30,
                                                   2020                                2019                        Change
                                                       Percentage of                     Percentage of

                                                          Related                           Related

Gross Profit                           Amount             Revenue           Amount          Revenue          Amount         %
                                                                 (in thousands, except percentages)
Subscription and support             $   86,323                    63 %    $ 78,955                  61 %    $ 7,368          9 %
Professional services and other             701                    10         1,228                  16         (527 )      (43 )

Total                                $   87,024                    61 %    $ 80,183                  59 %    $ 6,841          9 %



The overall gross profit percentage was 61% and 59% for the nine months ended
September 30, 2020 and 2019, respectively. Subscription and support gross profit
increased by $7.4 million, or 9%, compared to the nine months ended
September 30, 2019. 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,
                                                   2020                                2019                        Change
                                                       Percentage of                     Percentage of

Operating Expenses                     Amount             Revenue           Amount          Revenue           Amount         %
                                                                 (in thousands, except percentages)
Research and development             $   26,199                    18 %    $ 23,150                  17 %    $  3,049         13 %
Sales and marketing                      42,370                    29        45,650                  33        (3,280 )       (7 )
General and administrative               19,633                    14        17,485                  13         2,148         12
Merger-related                            5,768                     4         8,091                   6        (2,323 )      (29 )

Total                                $   93,970                    65 %    $ 94,376                  69 %    $   (406 )        0 %



Research and Development
.
 In the nine months ended September 30, 2020, research and development expense
increased by $3.0 million, or 13%, compared to the nine months ended
September 30, 2019 primarily due to increases in employee-related, contractor,
computer maintenance and support and rent expense of $1.8 million, $1.1 million,
$396,000 and $212,000, respectively. These increases were offset by a decrease
in recruiting expense of $380,000.

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Sales and Marketing
.
In the nine months ended September 30, 2020, sales and marketing expense
decreased by $3.3 million, or 7%, compared to the nine months ended
September 30, 2019 primarily because our annual customer conference, which is
normally held in May, was held virtually in May 2020 due
to COVID-19.
There were decreases in travel-related, marketing program-related and
employee-related expenses of $2.5 million, $2.1 million and $1.0 million,
respectively. These decreases were offset by increases in contractor expense,
stock-based compensation, intangible amortization and computer maintenance and
support of $1.1 million, $1.0 million, $316,000 and $288,000, respectively.
General and Administrative
.
In the nine months ended September 30, 2020, general and administrative
increased by $2.1 million or 12%, compared to the nine months ended
September 30, 2019 primarily due to increases in stock-based compensation,
employee-related and restructuring expenses of $1.1 million, $765,000 and
$519,000, respectively. These increases were offset by a decrease in
travel-related expenses of $229,000.
Merger-Related
.
 In the nine months ended September 30, 2020, merger-related expenses decreased
by $2.3 million primarily because of a decrease in costs associated with the
transition of acquired customers to our technology which did not recur in the
three months ended September 30, 2020.
Liquidity and Capital Resources
Cash and cash equivalents.
Our cash and cash equivalents at September 30, 2020 were held for working
capital purposes. We do not enter into investments for trading or speculative
purposes. At September 30, 2020 and December 31, 2019, we had $16.4 million and
$14.0 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 repatriated to the

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