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BRIGHTCOVE INC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in thousands, except share and per share data, unless otherwise noted) (form 10-Q)


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, 2021.

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; and (4) 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; (3) Brightcove
Enterprise Video Suite, provides an enterprise-class platform for internal
communications, employee training, live streaming, marketing and ecommerce
videos; and (4) Brightcove CorpTV™, provides a new way to deliver marketing
videos, product announcements, training programs, and other live and on-demand
content in a branded experience for companies.

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 June 30, 2022 and 2021 we had 703 and 670 employees, respectively.


We generate revenue by offering our products to customers on a
subscription-based, software as a service, or SaaS, model. Our revenue increased
from $106.3 in the six months ended June 30, 2021 to $107.8 in the six months
ended June 30, 2022, due to an increase in subscription and support revenue.
This increase was due to an increase in the average annual subscription revenue
per premium customer during the six months ended June 30, 2022 as compared to
the prior period and an increase in usage-based fees during the three months
ended June 30, 2022 as compared to the prior period.

Included in the consolidated net loss for the six months ended June 30, 2022 was
stock-based compensation expense and amortization of acquired intangible assets
of $7.1 million and $1.6 million, respectively. Included in the consolidated net
income for the six months ended June 30, 2021 was merger-related expense,
stock-based compensation expense and amortization of acquired intangible assets
of $0.3 million, $4.9 million and $1.5 million, respectively.

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For the three and six months ended June 30, 2022 and 2021, our revenue derived
from customers located outside North America was 45% and 44%, and 43% and 43%,
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:

                                                            Six Months Ended June 30,
                                                            2022                 2021
Customers (at period end)
Premium                                                         2,301                2,280
Volume                                                            636                  983
Total customers (at period end)                                 2,937       

3,263

Net revenue retention rate                                       96.4 %               98.2 %
Recurring dollar retention rate                                  87.5 %               86.0 %
Average annual subscription revenue per premium
customer,
  excluding Starter edition customers (in thousands)    $        96.6       $         94.4
Average annual subscription revenue per premium
customer
  for Starter edition customers only (in thousands)     $         4.2       $          4.5
Total backlog, excluding professional services
engagements (in millions)                               $       151.9

$ 152.8
Total backlog to be recognized over next 12 months,
excluding

professional services engagements (in millions) $ 121.6$ 119.8

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, our Brightcove Engage customers, our Brightcove CorpTV™ 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 2022 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.

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

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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 and Geopolitical Events


While the future trends of the COVID-19 pandemic remain uncertain, we have not
experienced a significant disruption during the pandemic. We will continue to
monitor COVID-19's effect on our employees, customers, vendors and the regions
we operate in.

In late February 2022, Russian military forces launched significant military
action against Ukraine, and sustained conflict and disruption in the region is
likely. Subsequent to the invasion, the U.S. and other countries imposed
economic sanctions against officials, individuals, regions, and industries in
Russia, Ukraine and Belarus. We do not have operations or customers in Russia or
Ukraine and none of our material vendors source their services to us from Russia
or Ukraine. We will continue to monitor the situation and comply with any
sanctions and restrictions imposed by the U.S. government.

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.

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.

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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 CorpTV™, 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 six months of 2021
to the first six months of 2022. 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 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

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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 Expense (Benefit). Reflects other operating benefits, costs that do not
directly relate to the operating activities listed above.

Other (Expense) Income, net

Other (expense) income 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, 2021. We
maintain net deferred tax liabilities for temporary differences related to our
Japanese subsidiary.

During the six months ended June 30, 2022, we recorded a non-recurring benefit
of $1.0 million in the U.S. for the release of a portion of our valuation
allowance. This release of the valuation allowance is related to the Wicket
Acquisition completed in February 2022 and the creation of deferred tax
liabilities in purchase accounting that serve as a source of income for our
pre-existing deferred tax assets.

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 June 30, 2022 and 2021, we recorded $3.6
million and $2.6 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

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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. During the six months ended June 30, 2022, the U.S. dollar
increased in value as compared to the foreign currencies in which we conduct
business, and our foreign currency-based revenues decreased 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. Should the U.S. dollar continue to
increase in value, our future percentage of total net revenue derived from
outside North America may remain relatively unchanged or decrease.

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. We discuss any assumptions and
estimates that could have a material effect on the results of operations in the
applicable section of this discussion and analysis of the financial condition
and results of operations.

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,
2021, which we filed with the Securities and Exchange Commission on February 18,
2022.

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

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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, 2021.

                                        Three Months Ended June 30,            Six Months Ended June 30,
                                         2022                 2021              2022               2021
                                                (in thousands, except share and per share data)
Revenue:
Subscription and support revenue    $       52,988$       48,602$     104,589$    99,441
Professional services and other
revenue                                      1,459                2,870             3,237             6,848
Total revenue                               54,447               51,472           107,826           106,289
Cost of revenue:
Cost of subscription and support
revenue                                     16,943               14,756            33,925            30,434
Cost of professional services and
other revenue                                1,761                2,468             3,759             5,958
Total cost of revenue                       18,704               17,224            37,684            36,392
Gross profit                                35,743               34,248            70,142            69,897
Operating expenses:
Research and development                     8,372                7,855            16,609            16,139
Sales and marketing                         17,961               18,130            36,249            34,279
General and administrative                   8,554                7,418            16,643            14,477
Merger-related                                 153                  255               747               255
Other expense (benefit)                          -                    -             1,149            (1,965 )
Total operating expenses                    35,040               33,658            71,397            63,185
Income (loss) from operations                  703                  590            (1,255 )           6,712
Other (expense) income, net                   (825 )                117            (1,212 )            (618 )
(Loss) income before income taxes             (122 )                707            (2,467 )           6,094
Provision (benefit) for income
taxes                                          179                 (163 )            (529 )              94
Net (loss) income                   $         (301 )     $          870     $      (1,938 )$     6,000
Net (loss) income per share-basic
and diluted
     Basic                          $        (0.01 )     $         0.02     $       (0.05 )$      0.15
     Diluted                        $        (0.01 )     $         0.02     $       (0.05 )$      0.14
Weighted-average shares-basic and
diluted
     Basic                                  41,723               40,615            41,580            40,386
     Diluted                                41,723               42,209            41,580            42,391



Overview of Results of Operations for the Three Months Ended June 30, 2022 and
2021


Total revenue increased by 6%, or $3.0 million, in the three months ended June
30, 2022 compared to the three months ended June 30, 2021 due to an increase in
subscription and support revenue of 9% or $4.4 million, primarily due to an
increase in revenue from our premium offerings. The increase in revenue from our
premium offerings was due to an increase in the average annual subscription
revenue per premium customer and an increase in usage-based fees. Professional
services and other revenue decreased by 49% or $1.4 million in the three months
ended June 30, 2022 compared to the three months ended June 30, 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. Our revenue from premium offerings increased by $3.3 million, or 7%, in
the three months ended June 30, 2022 compared to the three months ended June 30,
2021. 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.

The U.S. dollar has strengthened against the Japanese Yen and the Euro when
compared against exchange rates during the prior year period of comparison. In
constant currency, our total revenue for the three months ended June 30, 2022
would have been approximately $56.2 million. The majority of the effect of
revenue in constant currency was in revenues denominated in Japanese Yen of $634
and Euro of $687. Constant currency is calculated as translating current period
revenue denominated in foreign currencies at the exchange rates of the prior
period of comparison.

Our gross profit increased by $1.5 million, or 4%, in the three months ended
June 30, 2022 compared to the three months ended June 30, 2021, primarily due to
an increase in subscription and support 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 $0.7 million in the three months ended June 30, 2022
compared to income from operations of $0.6 million in the three months ended
June 30, 2021. This is primarily due to an increase in revenue of $3.0 million
and an improvement

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of gross profit on subscription and support revenue in the three months ended
June 30, 2022 compared to the three months ended June 30, 2021.

Revenue

                                           Three Months Ended June 30,
                                      2022                              2021                       Change
                                        Percentage of                     Percentage of
Revenue by Product Line    Amount          Revenue           Amount          Revenue          Amount        %
                                                    (in thousands, except percentages)
Premium                   $ 53,998                  99 %    $ 50,694                  99 %   $  3,304          7 %
Volume                         449                   1           778                   1         (329 )      (42 )
Total                     $ 54,447                 100 %    $ 51,472                 100 %   $  2,975          6 %



During the three months ended June 30, 2022, revenue increased by $3.0 million,
or 6%, compared to the three months ended June 30, 2021, primarily due to an
increase in revenue from our premium offerings. The increase in premium revenue
of $3.3 million, or 7%, is the result of the increase in average annual
subscription revenue per premium customer and an increase in usage-based fees.
In the three months ended June 30, 2022, volume revenue decreased by $329, or
42%, compared to the three months ended June 30, 2021, as we continue to focus
on the market for our premium solutions.

                                             Three Months Ended June 30,
                                        2022                             2021                        Change
                                          Percentage of                     Percentage of
Revenue by Type              Amount          Revenue          Amount           Revenue          Amount        %
                                                      (in thousands, except percentages)
Subscription and support    $ 52,988                  97 %   $  48,602                  94 %   $  4,386          9 %
Professional services and
other                          1,459                   3         2,870                   6 %     (1,411 )      (49 )
Total                       $ 54,447                 100 %   $  51,472                 100 %   $  2,975          6 %



During the three months ended June 30, 2022, subscription and support revenue
increased compared to the three months ended June 30, 2021. Professional
services and other revenue decreased by $1.4 million, or 49%, 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 June 30,
                                         2022                             2021                         Change
                                           Percentage of                    Percentage of
Revenue by Geography          Amount          Revenue          Amount      

Revenue Amount %

                                                        (in thousands, except percentages)
North America                $ 30,019                  55 %   $ 29,398                  57 %   $    621             2 %
Europe                         10,128                  19        9,547                  19          581             6
Japan                           5,077                   9        5,370                  10         (293 )          (5 )
Asia Pacific                    9,060                  17        7,016                  14        2,044            29
Other                             163                   -          141                   -           22            16
International subtotal         24,428                  45       22,074                  43        2,354            11
Total                        $ 54,447                 100 %   $ 51,472                 100 %   $  2,975             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 June 30, 2022, total revenue for North America
increased by $621, or 2%, compared to the three months ended June 30, 2021. In
the three months ended June 30, 2022, total revenue outside of North America
increased by $ 2.35 million, or 11%, compared to the three months ended June 30,
2021. The increase in revenue from international regions is primarily related to
an increase in usage-based revenue in Asia Pacific.

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Cost of Revenue

                                                   Three Months Ended June 30,
                                              2022                             2021                        Change
                                                Percentage of                    Percentage of
                                                   Related                          Related
Cost of Revenue                    Amount          Revenue          Amount          Revenue         Amount         %
                                                            (in thousands, except percentages)
Subscription and support          $ 16,943                  32 %   $ 14,756                  30 %   $ 2,187           15 %
Professional services and other      1,761                 121        2,468                  86        (707 )        (29 )
Total                             $ 18,704                  34 %   $ 17,224                  33 %   $ 1,480            9 %



In the three months ended June 30, 2022, cost of subscription and support
revenue increased by $ 2.2 million, or 15%, compared to the three months ended
June 30, 2021. The increase resulted primarily from an increase in content
delivery network and network hosting services expenses in the three months ended
June 30, 2022 compared to the three months ended June 30, 2021. In the three
months ended June 30, 2022, cost of professional services and other revenue
decreased by$ 0.7 million, or 29%, compared to the three months ended June 30,
2021. This decrease corresponds to the 49% decrease professional services and
other revenue in the three months ended June 30, 2022, compared to the three
months ended June 30, 2021.

Gross Profit

                                                   Three Months Ended June 30,
                                              2022                             2021                        Change
                                                Percentage of                    Percentage of
                                                   Related                          Related
Gross Profit                       Amount          Revenue          Amount          Revenue         Amount         %
                                                            (in thousands, except percentages)
Subscription and support          $ 36,045                  68 %   $ 33,846                  70 %   $ 2,199            6 %
Professional services and other       (302 )               (21 )        402                  14        (704 )       (175 )%
Total                             $ 35,743                  66 %   $ 34,248                  67 %   $ 1,495            4 %



The overall gross profit percentage was 66% for the three months ended June 30,
2022 compared to 67% for the three months ended June 30, 2021. Subscription and
support gross profit increased $2.2 million in the three months ended June 30,
2022 compared to the three months ended June 30, 2021. The increase in gross
profit dollars for subscription and support revenue was due to the 9% increase
in subscription and support revenue. Professional services and other gross
profit decreased $704, or 175%. The decrease in gross profit dollars for
professional services and other revenue was due to the 49% decrease in
professional services and other revenue.

Operating Expenses

                                              Three Months Ended June 30,
                                         2022                              2021                        Change
                                            Percentage of                    Percentage of
Operating Expenses            Amount           Revenue          Amount          Revenue          Amount         %
                                                        (in thousands, except percentages)
Research and development     $   8,372                  15 %   $  7,855                  15 %   $    517            7 %
Sales and marketing             17,961                  33       18,130                  35         (169 )         (1 )
General and administrative       8,554                  16        7,418                  14        1,136           15
Merger-related                     153                   -          255                   -         (102 )        (40 )
Other expense (benefit)              -                   -            -                   -            -           NM
Total                        $  35,040                  64 %   $ 33,658                  65 %   $  1,382            4 %



Research and Development. In the three months ended June 30, 2022, research and
development increased by $517 or 7% compared to the three months ended June 30,
2021, primarily due to an increase in stock-based compensation expense of $404.
The remaining increase was due to various other expenses that, in aggregate,
increased by approximately $113. We expect our research and development expense
as a percentage of revenue to remain relatively unchanged.

Sales and Marketing. In the three months ended June 30, 2022, sales and
marketing expense decreased by $169, or 1%, compared to the three months ended
June 30, 2021, primarily due to a decrease in marketing program expenses of $1.0
million, offset

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by an increase in employee-related expenses of $816. We expect that our sales
and marketing expense will increase in absolute dollars for the remainder of
2022 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 June 30, 2022, general and
administrative expense increased by $1.1 million, or 15%, compared to the three
months ended June 30, 2021, primarily due to increases in employee-related and
stock-based compensation expenses of $707 and $515, respectively. These
increases were offset by various other expenses that, in aggregate, decreased by
approximately $86. In future periods, we expect general and administrative
expense to remain relatively unchanged.

Merger-Related. In the three months ended June 30, 2022, merger-related expense
remained relatively unchanged compared to the three months ended June 30, 2021.

Provision (benefit) for Income taxes. In the three months ended June 30, 2022,
provision (benefit) for income taxes expense remained relatively unchanged
compared to the three months ended June 30, 2021.

Overview of Results of Operations for the Six Months Ended June 30, 2022 and
2021


Total revenue increased by 1%, or $1.5 million, in the six months ended June 30,
2022 compared to the six months ended June 30, 2021 due to an increase in
subscription and support revenue of 5%, or $5.1 million, primarily due to an
increase in revenue from our premium offerings during the three months ended
June 30, 2022 as described in the results of operations for that period.
Professional services and other revenue decreased by 53%, or $3.6 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 $2.1 million, or 2%, in the six months ended June 30, 2022
compared to the six months ended June 30, 2021. 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.

The U.S. dollar has strengthened against the Japanese Yen and the Euro when
compared against exchange rates during the prior year period of comparison. In
constant currency, our total revenue for the six months ended June 30, 2022
would have been approximately $110.8 million. The majority of the effect of
revenue in constant currency was in revenues denominated in Japanese Yen of $1.3
million and Euro of $982. Constant currency is calculated as translating current
period revenue denominated in foreign currencies at the exchange rates of the
prior period of comparison.

Our gross profit increased remained relatively unchanged in the six months ended
June 30, 2022 compared to the six months ended June 30, 2021. 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 $1.3 million in the six months ended June 30, 2022
compared to income from operations of $6.7 million in the six months ended June
30, 2021. This is primarily due to an increase in operating expenses of $8.2
million in the six months ended June 30, 2022 compared to the six months ended
June 30, 2021.

Revenue

                                                  Six Months Ended June 30,
                                           2022                              2021                         Change
                                              Percentage of                     Percentage of
Revenue by Product Line         Amount           Revenue          Amount   

Revenue Amount %

                                                          (in thousands, except percentages)
Premium                        $ 106,770                  99 %   $ 104,716                  99 %   $  2,054            2 %
Volume                             1,056                   1         1,573                   1         (517 )        (33 )
Total                          $ 107,826                 100 %   $ 106,289                 100 %   $  1,537            1 %



During the six months ended June 30, 2022, revenue increased by $1.5 million, or
1%, compared to the six months ended June 30, 2021, 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 $2.1 million, or 2%, is primarily the result of an 2% increase in
average annual subscription revenue per premium customer during the six months
ended June 30, 2022 compared to the six months ended June 30, 2021. This
increase in average annual subscription revenue per premium customer is
primarily due to premium customers ordering more of our products.

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During the six months ended June 30, 2022, volume revenue decreased by $517 or
33%, compared to the six months ended June 30, 2021, as we continue to focus on
the market for our premium solutions.

                                                     Six Months Ended June 30,
                                              2022                              2021                         Change
                                                 Percentage of                     Percentage of
Revenue by Type                    Amount           Revenue          Amount           Revenue          Amount         %
                                                             (in thousands, except percentages)
Subscription and support          $ 104,589                  97 %   $  99,441                  94 %   $  5,148            5 %
Professional services and other       3,237                   3         6,848                   6       (3,611 )        (53 )
Total                             $ 107,826                 100 %   $ 106,289                 100 %   $  1,537            1 %


During the six months ended June 30, 2022, subscription and support revenue
increased by $5.1 million, or 5%, compared to the six months ended June 30,
2021
. The increase was related to a 2% increase in average annual subscription
revenue per premium customer and an increase in usage-based fees.


In addition, professional services and other revenue decreased by $3.6 million,
or 53%, 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.

                                                 Six Months Ended June 30,
                                          2022                              2021                         Change
                                             Percentage of                     Percentage of
Revenue by Geography           Amount           Revenue          Amount           Revenue          Amount         %
                                                         (in thousands, except percentages)
North America                 $  59,480                  56 %   $  59,784                  56 %   $   (304 )         (1 )%
Europe                           19,233                  18        18,470                  17          763            4
Japan                            12,338                  11        13,078                  12         (740 )         (6 )
Asia Pacific                     16,496                  15        14,675                  14        1,821           12
Other                               279                   -           282                   -           (3 )         (1 )
International subtotal           48,346                  44        46,505                  43        1,841            4
Total                         $ 107,826                 100 %   $ 106,289                 100 %   $  1,537            1 %


During the six months ended June 30, 2022, total revenue for North America
remained relatively unchanged compared to the six months ended June 30, 2021.


During the six months ended June 30, 2022, total revenue outside of North
America increased $1.8 million, or 4%, compared to the six months ended June 30,
2021. The increase in revenue from international regions is primarily related to
an increase in usage-based revenue in Asia Pacific.

Cost of Revenue

                                                    Six Months Ended June 30,
                                              2022                             2021                        Change
                                                Percentage of                    Percentage of
                                                   Related                          Related
Cost of Revenue                    Amount          Revenue          Amount          Revenue          Amount         %
                                                            (in thousands, except percentages)
Subscription and support          $ 33,925                  32 %   $ 30,434                  31 %   $  3,491           11 %
Professional services and other      3,759                 116        5,958                  87       (2,199 )        (37 )
Total                             $ 37,684                  35 %   $ 36,392                  34 %   $  1,292            4 %



In the six months ended June 30, 2022, cost of subscription and support revenue
increased $3.5 million, or 11%, compared to the six months ended June 30, 2021.
The increase resulted primarily from an increase in content delivery network,
network hosting services, and third-party software integration expenses of $1.7
million, $1.5 million, and $1.0 million, respectively. These increases were
offset by a decrease in partner commissions of $807. The remaining increase was
due to various other expenses that, in aggregate, increased by approximately
$70.


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In the six months ended June 30, 2022, cost of professional services and other
revenue decreased $2.2 million, or 37%, compared to the six months ended June
30, 2021. This decrease corresponds to a decrease in contractor expenses of $2.2
million in the six months ended June 30, 2022 compared to the six months ended
June 30, 2021.

Gross Profit

                                                    Six Months Ended June 30,
                                              2022                             2021                        Change
                                                Percentage of                    Percentage of
                                                   Related                          Related
Gross Profit                       Amount          Revenue          Amount          Revenue          Amount         %
                                                            (in thousands, except percentages)
Subscription and support          $ 70,664                  68 %   $ 69,007                  69 %   $  1,657            2 %
Professional services and other       (522 )               (16 )        890                  13       (1,412 )       (159 )
Total                             $ 70,142                  65 %   $ 69,897                  66 %   $    245            0 %



The overall gross profit percentage was 65% and 66% for the six months ended
June 30, 2022 and 2021, respectively. Subscription and support gross profit
increased $1.7 million, or 2%, compared to the six months ended June 30, 2021.
Professional services and other gross profit decreased by $1.4 million, or 159%,
compared to the six months ended June 30, 2021. 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


                                               Six Months Ended June 30,
                                         2022                             2021                        Change
                                           Percentage of                    Percentage of
Operating Expenses            Amount          Revenue          Amount      

Revenue Amount %

                                                       (in thousands, except percentages)
Research and development     $ 16,609                  15 %   $ 16,139                  15 %   $    470            3 %
Sales and marketing            36,249                  34       34,279                  32        1,970            6
General and administrative     16,643                  15       14,477                  14        2,166           15
Merger-related                    747                   1          255                   -          492          193
Other (benefit) expense         1,149                   1       (1,965 )                (2 )      3,114         (158 )



Research and Development. In the six months ended June 30, 2022, research and
development expense increased by $470 , or 3%, compared to the six months ended
June 30, 2021 primarily due to an increase in stock-based compensation expense
of $804, offset by a decrease in employee-related expenses of $422. The
remaining increase was due to various other expenses that, in aggregate,
increased by approximately $89.

Sales and Marketing. In the six months ended June 30, 2022, sales and marketing
expense increased by $2.0 million, or 6%, compared to the six months ended June
30, 2021 primarily due to an increase in contractor, rent, stock-based
compensation, travel, computer maintenance and support of $580, $489, $343,
$263, and $241, respectively. The remaining increase was due to various other
expenses that, in aggregate, increased by approximately $50.

General and Administrative. In the six months ended June 30, 2022, general and
administrative increased by $2.2 million or 15%, compared to the six months
ended June 30, 2021 primarily due to increases in employee-related, stock-based
compensation, and recruiting and relocation expenses of $991, $845,and $231,
respectively. The remaining increase was due to various other expenses that, in
aggregate, increased by approximately $100.

Merger-Related. In the six months ended June 30, 2022, merger-related expenses
increased $492.0 due to costs incurred in connection with the Wicket Acquisition
in 2022.

Other (benefit) expense. On March 28, 2022 our CEO retired. Pursuant to a
Transition Agreement that was entered into by the previous CEO and the Company
in October 2021, the CEO, upon retirement, would be paid his annual base
compensation through

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December 31, 2022 and his 2022 annual bonus, the bonus amount to be determined
by the Company's 2022 performance. In accordance with generally accepted
accounting principles we determined that the remaining base compensation and the
current estimate of the 2022 annual bonus should be accrued and the expense
recognized as of March 28, 2022. The total expense of $1.1 million also reflects
$0.2 million of stock-based compensation expense as a result of the modification
of certain awards pursuant to the Transition Agreement. Of the total annual base
compensation and bonus accrued, $0.8 million remains unpaid as of June 30, 2022
and is reflected in Accrued Expenses on the Company's Condensed Consolidated
Balance Sheets.

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.

Liquidity and Capital Resources

Cash and cash equivalents.


Our cash and cash equivalents at June 30, 2022 were held for working capital
purposes and were invested primarily in cash. We do not enter into investments
for trading or speculative purposes. At June 30, 2022 and December 31, 2021, we
had $13.0 million and $13.8 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 United
States tax-free but could still be subject to foreign withholding taxes. On
February 1, 2022, we acquired 100% of the outstanding shares of Wicket Labs, in
exchange for 212,507 unregistered shares of our common stock valued at
approximately $2 million and approximately $13.2 million in cash. Approximately
$1.8 million of the cash consideration was held back to secure payment of any
claims of indemnification for breaches or inaccuracies in the Sellers'
representations and warranties, covenants and agreements. We believe that our
existing cash and cash equivalents will be sufficient to meet our anticipated
working capital and capital expenditure needs over at least the next 12 months.

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