~~for interim and annual periods beginning after December 31, 2017. We have elected to adopt the new standard effective January 1, 2018 using the modified retrospective method.~~

In order to comply with the requirements of ASC 606 on January 1, 2018, we are continuing to update and enhance our internal accounting systems and our internal controls over financial reporting. If we are not successful in updating our policies, procedures, information systems and internal controls over financial reporting, the revenue that we recognize and the related disclosures that we provide under ASC 606 may not be complete or accurate, which could harm our operating results or cause us to fail to meet our reporting obligations.

~~The effect of comprehensive U.S. tax reform legislation on the Company and its affiliates, whether adverse or favorable, is uncertain.~~

On December 22, 2017, President Trump signed into law H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (informally titled the “Tax Cuts and Jobs Act”). Among a number of significant changes to the U.S. federal income tax rules, the Tax Cuts and Jobs Act reduces the marginal U.S. corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, shifts the United States toward a more territorial tax system, and imposes new taxes to combat erosion of the U.S. federal income tax base. The effect of the Tax Cuts and Jobs Act on the Company and its affiliates, whether adverse or favorable, is uncertain, and may not become evident for some period of time.

~~Item 1B.~~

Item 1B. Unresolved Staff Comments

Not applicable.


Item 1C.	Cybersecurity

~~Not applicable.~~Processes for Assessing, Identifying, and Managing Material Risks from Cybersecurity Threats; Board of Directors Oversight of Risks from Cybersecurity Threats and Management’s Role and Expertise in Assessing and Managing Material Risks from Cybersecurity Threats.

Cyber Risk Management and Strategy

Our Board and management team recognize the importance of assessing, identifying, and managing risks from cybersecurity threats. Our process for assessing, identifying and managing risks from cybersecurity threats is informed by

industry standards and includes internal cybersecurity risk assessments across our environment, and is supported by cybersecurity technologies, including automated tools, designed to monitor, identify, and address cybersecurity risks. We also have a process to assess and review the cybersecurity practices of new third-party vendors and service providers, including through established vendor requirements and risk assessments. This process also includes an annual re-assessment of critical third-party vendors and service providers.

This risk management program addresses, for example, risks identified by internal audits and assessments, external testing, threat intelligence providers, internal stakeholders, vulnerability management programs, and security tools and alerting. An internal business security team manages and maintains remediation strategies for identified risks and reports on them regularly to senior leadership.

We also regularly monitor the systems that contain personal data for internal and external threats to ensure confidentiality, availability, and integrity, and our incident response program contains controls to identify threats and alert us to suspicious activity. Internally, we prioritize proactivity as a critical component of our security practices and require that Brightcove employees participate in security training at least annually. We also distribute up-to-date information about the cybersecurity environment to increase awareness among employees. Additionally, as a public company, we evaluate our internal control over financial reporting in connection with Section 404 of the Sarbanes-Oxley Act, and our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting.

Although risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us, our business strategy, results of operations or financial condition, we have, from time to time, experienced threats and security incidents relating to our and our third party vendors’ information systems. For more information, please see the section titled “Risk Factors” included under Item 1A of this Annual Report on Form 10-K.

Governance Related to Cybersecurity Risks

Brightcove’s cyber risk management program, incident response process, and related operations are directed by the Vice President of Business Security (“VP, Business Security”). Currently, the VP, Business Security role is held by an individual who has over ten years of experience in cybersecurity, infrastructure, and cloud security and holds CISA, CISM, CIPM, and CDPSE certifications. The VP, Business Security reports to the Chief Legal Officer and is a member of the Brightcove Business Security working group, which has overall responsibility for establishing and implementing Brightcove’s cybersecurity strategy. Other members of the Brightcove Business Security working group include representatives from the product, security engineering, information technology, enterprise architecture and legal teams, who collectively have experience in cybersecurity, risk management, and compliance.

The Board is involved in the oversight of risks that could affect the company and receives updates at least quarterly from senior management, and periodically from outside advisors, regarding the various risks that the company faces.The audit committee assists the Board in its review and assessment of our cybersecurity, data privacy, and data security policies, practices, and procedures protecting our information technology systems, data, products, and services across all business functions, and reports its findings to the Board.

The audit committee has oversight over cybersecurity and related risks and concerns, and is responsible for interfacing with management and discussing with management the company’s principal risk exposures and the steps management has taken to monitor and control risk exposures, including cybersecurity and data protection policies. The audit committee is also responsible for, and reports to the Board on, (i) obtaining and reviewing reports on data management, security initiatives, and significant existing and emerging cybersecurity risks, including material cybersecurity incidents, (ii) assessing the impact on Brightcove and its stakeholders of any significant cybersecurity incident, and (iii) any disclosure obligations arising from any such incidents. The VP, Business Security reports to the audit committee to review the organizational cybersecurity program, risks, and status through quarterly updates and biannual meetings.


Item 2.	Properties

Our corporate headquarters ~~are~~is located at 281 Summer Street in Boston, Massachusetts. We relocated to our current office space in June 2022, and occupy approximately 40,000 square feet.

The initial term of the lease ~~82,184 square feet pursuant~~is for ten years. In connection with the office lease, the Company provided a security deposit, in the form of a letter of credit, in the amount of $823,998 in January 2022. This letter of credit will be auto-renewed annually, unless a 60 day notice is received from the landlord. An automatic extension can only be implemented through November 30, 2032. This letter of credit is irrevocable and does not have a cash requirement other than the amount already set forth. In the event

of a default, the landlord must provide written notice of default before drawing from the letter of credit as a security deposit, or to ~~a lease that terminates March 31, 2022.~~ remedy the amount owed.

We have sales and marketing offices in Boston, Massachusetts; London, England; Tokyo, Japan; Sydney, Australia; and Seoul, South ~~Korea; and Singapore.~~Korea. Our offices in ~~New York, New York; London, England; Seattle, Washington; San Francisco, California;~~Chennai, India, Guadalajara, Mexico, Funchal, Portugal and ~~Tempe, Arizona~~Covilha, Portugal are primarily used for ~~sales and marketing as well as~~ research and development. We believe our facilities are adequate for our current needs.

The Company’s primary office lease has the option to renew the lease for two successive periods of five years each. In connection with the office lease, the Company entered into a letter of credit in the amount of $2.4 million.


Item 3.	Legal Proceedings

~~On May 22, 2017, a lawsuit was filed against us and two individuals by Ooyala, Inc. (“Ooyala”) and Ooyala Mexico S. de R.L. de C.V. (“Ooyala Mexico”).~~ The lawsuit, which was filed in the United States District Court for the District of Massachusetts, concerns allegations that the two individuals, who are former employees of Ooyala Mexico, misappropriated customer information and other trade secrets and used that information in working for Brightcove. The complaint was amended on June 1, 2017 to remove claims against the two former employees of Ooyala Mexico. The remaining claims against us are for violation of the Defend Trade Secrets Act of 2016 (18 U.S.C. §1836), violation of the Massachusetts trade secret statute (M.G.L. c. 93, §42), violation of Massachusetts Chapter 93A (M.G.L. c. 93A, §11), and tortious interference with advantageous business relationships. Ooyala and Ooyala Mexico also filed a motion for preliminary injunction (amended at the same time the complaint was amended), seeking to enjoin us from using any of the allegedly misappropriated information or communicating with customers whose information was taken, and seeking the return of any information that was allegedly taken. On June 16, 2017, we filed an opposition to the motion for preliminary injunction, and also moved to dismiss the lawsuit. Brightcove’s motion to dismiss was denied on September 6, 2017. The court has not ruled on Ooyala’s motion for preliminary injunction. We expect the court to issue a schedule order in the near term. We cannot yet determine whether it is probable that a loss will be incurred in connection with this complaint, nor can we reasonably estimate the potential loss, if any.

On October 26, 2017, Realtime Adaptive Streaming LLC filed a complaint against us and our subsidiary Brightcove Holdings, Inc. in the United States District Court for the District of Delaware. The complaint alleges that Brightcove infringed five patents related to file compression technology. The complaint seeks monetary damages and injunctive relief. On December 1, 2017, Realtime filed an amended complaint, adding two additional patents to its claims. Brightcove filed a motion to dismiss on January 26, 2018. The plaintiff filed an opposition to the motion to dismiss on February 9, 2018 and Brightcove filed a reply on February 16, 2018. A ruling on the motion to dismiss has not yet been issued by the court. We cannot yet determine whether it is probable that a loss will be incurred in connection with this complaint, nor can the Company, ~~reasonably estimate the potential loss, if any.~~

~~In addition, we are,~~ from time to time, is party to litigation arising in the ordinary course of ~~our~~ business. Management does not believe that the outcome of these claims will have a material adverse effect on ~~our~~the consolidated financial position, results of operations or cash flows of the Company based on the status of proceedings at this time.


Item 4.	Mine Safety Disclosures

Not applicable.

PART II

~~Item 5.~~

~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock has been traded on the NASDAQ Global Market under the symbol “BCOV” since our initial public offering on February 17, 2012. Prior to this time, there was no public market for our common stock. ~~The following table shows the high and low sale prices per share of our common stock as reported on the NASDAQ Global Market for the periods indicated:~~

   High    Low
2016

First Quarter 2016
   6.31    4.82
Second Quarter 2016
   8.88    5.97
Third Quarter 2016
   13.29    8.77
Fourth Quarter 2016
   13.60    7.65
2017

First Quarter 2017
   9.05    6.95
Second Quarter 2017
   8.80    5.85
Third Quarter 2017
   7.25    6.15
Fourth Quarter 2017
   8.00    6.75

~~On February 23, 2018, the last reported sale price for our common stock on the NASDAQ Global Market was $7.15 per share.~~

Dividend Policy

We have never paid or declared any cash dividends on our common stock. We currently intend to retain any cash flow to finance the growth and development of our business, and we do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments and other factors our board of directors deems relevant.

Stockholders

As of February ~~23, 2018,~~16, 2024, there were approximately ~~109~~77 holders of record of our common stock (not including beneficial holders of stock held in street name).

Stock Performance Graph

The graph set forth below compares the cumulative total stockholder return on our common stock ~~between February 17, 2012 (the date of our initial public offering) and~~for the five years ended December 31, ~~2017,~~2023, with the cumulative total return of (a) the NASDAQ Computer & Data Processing Index and (b) the NASDAQ Composite Index, over the same period. This graph assumes the investment of $100 ~~on February 17, 2012~~ in our common stock, the NASDAQ Computer & Data Processing Index and the NASDAQ Composite Index and assumes the reinvestment of dividends, if any. The graph assumes our closing sales price on ~~February 17, 2012~~January 2, 2019 of ~~$14.30~~$7.05 per share as the initial value of our common ~~stock and not the initial offering price to the public of $11.00 per share.~~stock.

The comparisons shown in the graph below are based upon historical data. We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock. Information used in the graph was obtained from the NASDAQ Stock Market LLC, a financial data provider and a source believed to be reliable. The NASDAQ Stock Market LLC is not responsible for any errors or omissions in such information.


	1/2/2019		12/31/2019		12/31/2020		12/31/2021		12/31/2022		12/31/2023
Brightcove Inc.		100.0		123.3		261.0		145.0		74.2		36.7
NASDAQ Composite Index		100.0		134.6		193.3		234.7		157.0		225.2
NASDAQ Computer & Data Processing Index		100.0		149.6		224.4		309.4		198.7		330.7

   2/17/2012    12/31/2012    12/31/2013    12/31/2014    12/31/2015    12/31/2016    12/31/2017
Brightcove Inc.
   100.0    63.2    98.9    54.4    43.4    56.3    49.7
NASDAQ Composite Index
   100.0    102.3    141.5    160.4    169.6    182.4    233.9
NASDAQ Computer & Data Processing Index
   100.0    97.4    128.5    154.0    163.6    183.7    254.9

~~Sales of Unregistered Securities~~

~~Not applicable.~~

~~Use of Proceeds from Public Offering of Common Stock~~

~~On February 16, 2012, our registration statement on FormS-1~~ ~~(FileNo. 333-176444)~~ was declared effective for our initial public offering. On February 23, 2012, we closed our initial public offering of 5,750,000 shares of common stock, including 750,000 shares pursuant to the underwriters’ overallotment option, at an offering price of $11.00 per share. The managing underwriters of the offering were Morgan Stanley & Co. LLC, and Stifel, Nicolaus & Company, Incorporated. Following the sale of the shares in connection with the closing of our initial public offering, the offering terminated.

As a result of the offering, including the underwriters’ option to purchase additional shares, we received net proceeds of approximately $54.5 million, after deducting total expenses of approximately $8.7 million, consisting of underwriting discounts and commissions of $4.4 million and offering-related expenses reasonably estimated to be $4.3 million. None of such payments were direct or indirect payments to any of our directors or officers or their associates, to persons owning 10% or more of our common stock, or to any of our affiliates.

We have used $7.0 million of the net proceeds from our initial public offering to repay certain indebtedness. None of such payments were direct or indirect payments to any of our directors or officers or their associates, to persons owning 10% or more of our common stock, or to any of our affiliates. We also used approximately $27.4 million of the net proceeds from our initial public offering as consideration for the purchase of Zencoder in

August 2012. On January 31, 2014, we acquired substantially all of the assets of Unicorn for total consideration of approximately $39.7 million, which was funded by approximately $9.1 million of the net proceeds from our initial public offering and 2,850,547 shares of our common stock.

There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC on February 17, 2012 pursuant to Rule 424(b) under the Securities Act.

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

There were no repurchases of shares of common stock made during the year ended December 31, ~~2017.~~2023.

Item 6. [Reserved]

Not applicable.

~~Item 6.~~

~~Selected Consolidated Financial Data~~

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the consolidated financial statements and related notes, and other financial information included in this Annual Report on Form~~10-K.~~

We derived the consolidated financial data for the years ended December 31, 2017, 2016 and 2015 and as of December 31, 2017 and 2016 from our audited consolidated financial statements, which are included elsewhere in this Annual Report on Form~~10-K.~~ We derived the consolidated financial data for the years ended December 31, 2014 and 2013 and as of December 31, 2015, 2014 and 2013 from our audited consolidated financial statements, which are not included in this Annual Report on Form~~10-K.~~ ~~Historical results are not necessarily indicative of the results to be expected in future periods.~~

   Year Ended December 31,
   2017 2016 2015 2014⁽¹⁾ 2013
   (in thousands, except per share data)
Consolidated statements of operations data:

Revenue:

Subscription and support revenue
   $ 143,159 $ 142,022 $ 131,010 $ 120,324 $ 103,116
Professional services and other revenue
   12,754 8,244 3,696 4,693 6,779


Total revenue
   155,913 150,266 134,706 125,017 109,895
Cost of revenue:^{(3) (4)}

Cost of subscription and support revenue
   50,664 48,011 41,735 38,015 29,205
Cost of professional services and other revenue
   13,954 7,836 4,742 5,718 7,585


Total cost of revenue
   64,618 55,847 46,477 43,733 36,790


Gross profit
   91,295 94,419 88,229 81,284 73,105
Operating expenses:^{(3) (4)}

Research and development
   31,850 30,171 29,302 28,252 21,052
Sales and marketing
   57,294 54,038 45,795 46,014 41,000
General and administrative
   21,847 19,167 19,862 19,136 18,478
Merger-related
   —   21 201 3,075 2,069


Total operating expenses
   110,991 103,397 95,160 96,477 82,599


Loss from operations
   (19,696 ) (8,978 ) (6,931 ) (15,193 ) (9,494 )
Other income (expense):

Interest income
   124 99 6 11 58
Interest expense
   (26 ) (63 ) (96 ) (96 ) —
Other expense, net
   449 (634 ) (168 ) (1,355 ) (594 )


Total other expense, net
   547 (598 ) (258 ) (1,440 ) (536 )


Loss before income taxes andnon-controlling interest in consolidated subsidiary
   (19,149 ) (9,576 ) (7,189 ) (16,633 ) (10,030 )
Provision for (benefit from) income taxes
   370 410 391 260 212


Consolidated net loss
   (19,519 ) (9,986 ) (7,580 ) (16,893 ) (10,242 )
Net income attributable tonon-controlling interest in consolidated subsidiary
   —   —   —   —   (20 )


Net loss attributable to common stockholders
   $ (19,519 ) $ (9,986 ) $ (7,580 ) $ (16,893 ) $ (10,262 )


Net loss per share attributable to common stockholders — basic and diluted
   $ (0.57 ) $ (0.30 ) $ (0.23 ) $ (0.53 ) $ (0.36 )


Weighted-average number of common shares used in computing net loss per share attributable to common stockholders — basic and diluted
   34,376 33,189 32,598 31,949 28,351

~~(1)~~

~~The results of operations for Unicorn have been included in our consolidated financial statements since the date of acquisition on January 31, 2014.~~

   Year Ended December 31,
   2017    2016    2015    2014    2013
   (in thousands)
(3) Stock-based compensation included in above line items:

Cost of subscription and support revenue
   $ 439    $ 324    $ 181    $ 218    $ 248
Cost of professional services and other revenue
   251    217    181    141    149
Research and development
   1,563    1,275    1,392    1,399    1,191
Sales and marketing
   2,750    2,320    2,155    2,193    2,225
General and administrative
   2,240    1,876    2,105    2,436    2,588










Total stock-based compensation
   $ 7,243    $ 6,012    $ 6,014    $ 6,387    $ 6,401
(4) Amortization of acquired intangible assets included in above line items:

Cost of subscription and support revenue
   $ 2,031    $ 2,031    $ 2,031    $ 1,946    $ 1,013
Research and development
   11    126    126    140    39
Sales and marketing
   692    959    955    1,114    667










Total amortization of acquired intangible assets
   $ 2,734    $ 3,116    $ 3,112    $ 3,200    $ 1,719

   As of December 31,
   2017 2016    2015    2014    2013
   (in thousands)
Consolidated Balance Sheet Data:

Cash and cash equivalents
   $ 26,132 $ 36,813    $ 27,637    $ 22,916    $ 36,108
Accounts receivable, net
   25,236 21,575    21,213    21,463    21,560
Property and equipment, net
   9,143 9,264    8,689    10,372    8,795
Working capital
   (983 ) 7,792    6,592    4,582    20,634
Total assets
   127,615 136,424    127,668    127,584    103,126
Current and long-term deferred revenue
   39,614 34,756    29,931    29,704    23,818
Total stockholders’ equity
   66,756 78,196    78,135    80,763    60,380

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes appearing elsewhere in this Annual Report on Form10-K. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form10-K, particularly in “Risk Factors.”

Overview

We are a ~~leading~~ global ~~provider of~~leader in cloud-based streaming technology and services ~~for video. We were incorporated in Delaware in August 2004~~with a vision to be the world's most trusted streaming technology company. Brightcove’s software platform and ~~our headquarters are in Boston, Massachusetts. Our~~ suite of solutions include a breadth and depth of offerings that meet the needs of media and enterprise customers in a variety of industries across the globe with their use of streaming video, and serve as a guide in optimizing and maturing their streaming strategies. Leading companies across industries rely on our products, solutions, services, and ~~services~~industry expertise to grow their streaming businesses, monetize their content via streaming use-cases, expand and engage their audiences (both external and internal), and reduce the cost and complexity associated with storing, publishing, delivering, distributing, measuring, and monetizing content across streaming channels and devices.

With deep industry expertise and an understanding of how streaming video ~~across devices.~~

~~Brightcove Video Cloud, or Video Cloud,~~helps generate positive business outcomes, our ~~flagship product released in 2006, is~~proven platform combines functionality designed to meet the ~~world’s leading online video platform. Video Cloud enables~~needs and goals of our customers with the additional flexibility for customers to ~~publish and distribute video~~customize solutions to Internet-connected devices quickly, easily and in a cost-effective and high-quality manner. Brightcove Zencoder, or Zencoder, 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. Brightcove OTT Flow, powered by Accedo, or OTT Flow, is a service for media companies and content owners to rapidly deploy high-quality,~~direct-to-consumer,~~ ~~live andon-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.meet their own unique requirements.

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 December 31, ~~2017,~~2023, and 2022 we had ~~498~~671 and 725 employees, and 4,168 customers, of which 2,001 used our volume offerings and 2,167 used our premium offerings. As of December 31, 2016, we had 490 employees and 4,571 customers, of which 2,564 used our volume offerings and 2,007 used our premium offerings.respectively.

We generate revenue by offering our products to customers on a subscription-based, software as a service, or SaaS, model. Our revenue ~~grew from $150.3~~was $201.2 million in the year ended December 31, ~~2016~~2023 compared to ~~$155.9~~$211.0 million in the year ended December 31, ~~2017, primarily related to an increase in revenue from~~2022. Though we increased our professional services ~~engagements~~revenue compared to the prior year, this increase was offset by a decrease in subscription and ~~to a lesser extent our subscription-based SaaS.~~support revenue. Our consolidated net loss was ~~$19.5 million and $10.0~~$22.9 million for the ~~years~~year ended December 31, ~~2017 and 2016, respectively.~~2023, compared to $9.0 million for the year ended December 31, 2022. Included in consolidated net loss for the year ended December 31, ~~2017~~2023 was merger-related expenses, stock-based compensation expense and amortization of acquired intangible assets of ~~$7.2~~$0.3 million, $13.9 million and ~~$2.7~~$3.9 million, respectively. Included in consolidated net loss for the year ended December 31, ~~2016~~2022 was merger-related expenses, stock-based compensation expense and amortization of acquired intangible assets of ~~$6.0~~$0.7 million, $13.5 million, and ~~$3.1~~$3.4 million, respectively.

For the years ended December 31, ~~2017~~2023 and ~~2016,~~2022, our revenue derived from customers located outside North America was 41% and ~~38%~~44%, respectively. We expect the percentage of ~~total net~~ revenue derived from outside North America to ~~increase~~remain relatively unchanged or decrease in future periods ~~as we continue~~due to ~~expand our international operations.~~fluctuations in exchange rates and a decrease in usage-based fees.

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 andpay-as-you-go~~ contracts), our SSAI customers, our Player customers, our OTT Flow customers, our Video Marketing Suite customers and our Enterprise Video Suite customers. Our volume offerings include our Video Cloud Express customers and our Zencoder customers on~~month-to-month~~ ~~contracts andpay-as-you-go~~ ~~contracts.~~

~~As of~~ A discussion regarding our key metrics for the year ended December 31, ~~2017, we had 4,168~~2023 compared to 2022 is presented below. A discussion regarding our key metrics for the year ended December 31, 2022 compared to 2021 can be found under Part II -Item 7 of our Annual Report

on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (SEC) on February 23, 2023.

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


	Year Ended December 31,
	2023			2022
Customers (at period end)
Premium		2,028			2,235
Volume		531			610
Total customers (at period end)		2,559			2,845
Net revenue retention rate		95	%		95	%
Recurring dollar retention rate		94	%		89	%
Average annual subscription revenue per premium customer, excluding Starter edition customers (in thousands)	$	97.0		$	95.2
Average annual subscription revenue per premium customer for Starter edition customers only (in thousands)	$	4.6		$	4.5
Total backlog, excluding professional services engagements (in millions)	$	183.0		$	153.3
Total backlog to be recognized over next 12 months, excluding professional services engagements (in millions)	$	127.3		$	120.1

•

Number of Customers. We define our number of customers at the end of ~~which 2,001 used~~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 volume offerings include our Video Cloud Express customers and ~~2,167 used~~ our ~~premium offerings. As of December 31, 2016, we had 4,571~~Zencoder customers ~~of which 2,564 used our volume~~on month-to-month contracts and pay-as-you-go contracts. All other offerings ~~and 2,007 used our premium offerings. During 2013, we shifted our~~are considered premium.

Our go-to-market focus and growth strategy is to ~~expanding~~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, which we believe was due primarily to customer consolidation through mergers and acquisitions, customer business failures and customers deciding to switch to in-house solutions or other third-party solutions. 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 ~~2018~~2023 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~~

•

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 ~~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 years ended December 31, 2017 and 2016, the recurring dollar retention rate was 89% and 96%, respectively. The decrease is primarily due to the loss of certain customers as well as a reduction in contract value for certain recurring customers, based on certain commodity elements being repriced within our media market.

•

~~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. We began selling our Starter edition to customers in the second quarter of 2016. We consider Starter to be a premium offering and thus include Starter customers as premium customers. Our Starter edition has a price point of $199 or $499 per month, and as of the first quarter of 2017, sales of our Starter edition reached such a level that we determined that the overall average annual subscription revenue per premium customer is a more meaningful metric if we exclude revenue from Starter edition customers.

~~As such, we now disclose the average annual subscription revenue per premium customer separately for Starter edition customers and all other premium customers.~~

The ~~following table includes our key metrics~~recurring dollar retention rate focuses on contracts up for renewal in a given quarter, and only captures expansion/upsells at time of renewal, and is more susceptible to swings than the net revenue retention rate. Accordingly, we plan to continue to report the net revenue retention rate in addition to reporting recurring dollar retention rate after this Annual Report on Form 10-K for the ~~periods presented:~~year ended December 31, 2023.

•

Recurring Dollar Retention Rate. We assess our ability to retain customers using a metric we refer to as our recurring dollar retention rate. We calculate the recurring dollar retention rate by dividing the retained recurring value of subscription revenue for a period by the previous recurring value of subscription revenue for the same period. We define retained recurring value of subscription revenue as the committed subscription fees for all contracts that renew in a given period, including any increase or decrease in contract value. We define previous recurring value of subscription revenue as the recurring value from committed subscription fees for all contracts that expire in that same period. We typically calculate our

recurring dollar retention rate on a monthly basis. Recurring dollar retention rate provides visibility into our ongoing revenue.

•

Average Annual Subscription Revenue Per Premium Customer. We define average annual subscription revenue per premium customer as the total subscription revenue from premium customers for an annual period, excluding professional services revenue, divided by the average number of premium customers for that period. We believe that this metric is important in understanding subscription revenue for our premium offerings in addition to the relative size of premium customer arrangements. As our Starter edition has a price point of $199 or $499 per month, we disclose the average annual subscription revenue per premium customer separately for Starter edition customers and all other premium customers.

•

Backlog. We define backlog as the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied, excluding professional service engagements. We believe that this metric is important in understanding future business performance.

Restructuring

In March 2023, we took a restructuring action with the intent of aligning skills with the Company’s strategy and facilitating cost efficiencies and savings. As a result, certain headcount reductions were necessary. The Company incurred approximately $0.4 million in restructuring charges during the year ended December 31, 2023 in connection with this action. The restructuring charges reflect post-employment benefits, and the Company does not expect to incur any additional restructuring charges related to this action. The restructuring charges are reflected in the Condensed Consolidated Statements of Operations as follows: $0.2 million - General and Administrative; $0.1 million – Research and Development; and $0.1 million – Sales and Marketing. The Company paid the entire amount by March 31, 2023.

   Year Ended
December 31,
       2017         2016
Customers (at period end)

Volume
   2,001 2,564
Premium
   2,167 2,007


Total customers (at period end)
   4,168 4,571


Recurring dollar retention rate
   89 % 96 %
Average annual subscription revenue per premium customer, excluding Starter edition customers (in thousands)
   $ 70.1 $ 70.7
Average annual subscription revenue per premium customer for Starter edition customers only (in thousands)
   $ 4.3 $ 4.9

On April 28, 2023, we authorized a restructuring that was designed to reduce operating costs, improve operating margins and focus on key growth and strategic priorities (the "Plan"). The Plan included a reduction of our workforce by approximately 10%. The $2.4 million in restructuring charges recorded in the year ended December 31, 2023 reflect post-employment benefits. The restructuring charges are reflected in the Condensed Consolidated Statements of Operations as follows: $1.2 million in Sales and Marketing; $0.9 million in Research and Development; $0.2 million in General and Administrative and $0.1 million in Cost of Revenue.

In January 2024, we continued to restructure certain parts of our operations with the intent of aligning skills with the Company’s strategy and facilitating cost efficiencies and savings, which also resulted in more limited headcount reductions. We estimate that we will incur between $1.6 million and $1.8 million in restructuring charges in the three months ended March 31, 2024 in connection with this action, which is described in further detail in the notes to the consolidated financial statements.

Geopolitical Events

Worldwide economic uncertainties and negative trends, including financial and credit market fluctuations, uncertainty in the banking sector, rising interest rates, political unrest and social strife, such as continued Russian military action against Ukraine, and the current armed conflict in Israel and the Gaza Strip, a potential U.S. federal government shutdown, and other impacts from the macroeconomic environment have, and could continue to, affect our business, financial condition and results of operations. While we have continued to invest in business growth, our business is dependent on many factors and these macroeconomic conditions have caused and may in the future affect the rate of spending on software products and the demand for video to support virtual events.

See the section titled “Risk Factors” included under Item 1A for further discussion of the possible impact of these geopolitical events 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~~Our products are generally offered ~~in two product lines. The first product line is comprised~~to customers on a subscription-based SaaS model, with varying levels of functionality, support, and usage entitlements that depend on the use case 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.customers. Customer arrangements are typically ~~one year~~one-year contracts, which include a subscription to ~~Video Cloud,~~our software, access to basic support and apre-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.~~usage entitlements. The pricing ~~for our premium editions~~ is based on the value of our software, ~~as well as~~ the ~~number~~level of ~~users, accounts~~support, and the amount of usage ~~which is comprised of video streams, bandwidth, transcoding and storage.~~entitlements. 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. We ~~believe that our bundled pricing approach has made it easier~~also offer enhanced support packages for ~~our customers to purchase all of the elements required to manage, store and deliver their video assets to their viewers. Pricing for some of thenon-software~~ elements of our products, however—such as bandwidth and storage—has been subject to moderate but consistent pricing pressure as a result of competition among bandwidth and cloud infrastructure providers. This pricing pressure has not historically had a meaningful impact on our results of operations. During the year ended December 31, 2017, we experienced an ~~unexpected, significant increase in the impact of the price competition among bandwidth and cloud infrastructure providers in the markets for these increasingly commoditizednon-software~~ services. As a result, our recurring dollar retention rate decreased in the year ended December 31, 2017. We have taken steps to reduce the portion of our revenue that is subject to such pricing pressure by bringing new solutions, such as Dynamic Delivery (formerly known as Bolt), to market. We believe that these new solutions increase the value of our software platform to customers and allow us to retain a larger portion of the customers’ total contract value while reducing the revenue related to~~non-software~~ ~~elements. However, as a result of the impact of the commoditization of thenon-software~~ ~~elements, we now expect that our subscription revenue growth rate will be impacted through the first quarter of 2018.~~additional fee.

~~The second product line is comprised of our volume product edition.~~ 39

Our ~~volume editions target small andmedium-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~~Video Cloud Express edition, ofwhich targets SMBs, and 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 intomonth-to-month~~ ~~agreements. Volume customers are generally billed on a monthly basis and pay via a credit card.~~

Zencoder ~~is offered to~~ customers on ~~a subscription basis, with either committed~~month-to-month contracts orpay-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. Zencoderare considered volume customers. All other customers are considered premium ~~customers other than Zencoder customerson month-to-month contractsor 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 aretypically one-year contracts,~~ ~~which include a subscription to Player, basic support anda 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 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. 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 typicallyone-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. 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 ormonth-to-month~~ ~~agreements. Starter customers withmonth-to-month~~ ~~agreements are generally billed on a monthly basis and pay via a credit card.~~

~~All 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.

Our backlog consists of the total future value of our committed customer contracts, whether billed or unbilled. As of December 31, 2017, we had backlog of approximately $106 million compared to backlog of

approximately $99 million as of December 31, 2016. Of the approximately $106 million in backlog as of December 31, 2017, between $83 million and $85 million is expected to be recognized as revenue during the year ended December 31, 2018. During the year ended December 31, 2017, approximately $73 million of revenue was recognized from backlog as of December 31, 2016. Because revenue for any period is a function of revenue recognized from backlog at the beginning of the period as well as from contract renewals and new customer contracts executed during the period, backlog at the beginning of any period is not necessarily indicative of future performance. Our presentation of backlog may differ from that of other companies in our industry.

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~~expenses 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 capitalizedinternal-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 ~~2016~~2022 to ~~2017.~~2023. 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 ~~growth~~number of our professional services ~~business~~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 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~~decreased for the ~~last three years.~~year ended December 31, 2023 compared to the prior year due to restructuring actions taken. We intend to continue to invest in sales and marketing ~~and increase the number of~~

~~sales representatives to add new customers~~ and expand the sale of our product offerings within our existing customer base, build brand awareness and sponsor additional marketing events. Accordingly, ~~in future periods~~ we expect sales and marketing ~~expense~~expenses to ~~increase in absolute dollars and~~ continue to be our most significant operating ~~expense.~~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 fromsmall, 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, in addition to~~compensation. General and administrative expenses also include the costs associated with

professional fees, insurance premiums, other corporate expenses and allocated overhead. In future periods we expect general and administrative expenses to increase in absolute dollars as we continue to incur additional personnel and professional services costs in order to support the growth of our business. Over the long term, we believe that general and administrative expenses as a percentage of revenue will decrease.

Merger-related. Merger-related costs ~~consisted~~consist of ~~transaction~~ expenses incurred as part of the acquisition of substantially all of the assets of Unicorn Media, Inc. and certain of its subsidiaries, or Unicorn, as well as costs associated with the retention of key employees of Unicorn. Approximately $1.5 million was required to be paid to retain certain key employees from the Unicorn acquisition. The period in which these services were performed varies by employee. Given that the retention amount was related to ~~a future service requirement,~~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 ~~related expense was recorded as merger-related compensation expense in the consolidated statements of operations over the expected service period.~~operating activities listed above.

Other ~~Expense~~(Expense) Income, net

Other ~~expense~~(expense) income consists primarily of interest income earned on our cash, cash equivalents, and foreign exchange gains and ~~losses and interest expense payable on our debt.~~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. and foreign net deferred tax assets and deferred tax assets at December 31, ~~2017, with the exception of the deferred tax assets related to Brightcove KK.~~2023.

~~On December 22, 2017, the Tax Cuts and Jobs Act was enacted in the United States. Refer to Note 7,~~~~Income Taxes~~~~, for additional information regarding this new tax legislation.~~

Stock-Based Compensation Expense

Our cost of revenue, research and development, sales and marketing, and general and administrative expenses include stock-based compensation expense. Stock-based compensation expense represents the fair value of outstanding stock options and restricted stock awards, which is recognized as expense over the respective stock option and restricted stock award service periods. For the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, we recorded stock-based compensation expense of ~~$7.2~~$13.9 million, ~~$6.0~~$13.5 million, and ~~$6.0~~$10.0 million, respectively. We expect stock-based compensation expense to increase in absolute dollars in future periods.

Foreign Currency Translation

With regard to our international operations, we frequently enter into transactions in currencies other than the U.S. dollar. As a result, our 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. For the years ended December 31, 2017, 2016 and 2015, 45%, 42% and 40%, respectively, of our revenue was generated in locations outside the United States. During the same periods, 29%, 28% and 27%, respectively, of our revenue was in currencies other than the U.S. dollar, as were some of the associated expenses. In periods when the U.S. dollar declines in value as compared to the foreign currencies in which we conduct business, our foreign currency-based revenue and expenses generally increase in value when translated into U.S. dollars. During the year ended December 31, 2023, the U.S. dollar increased in value as compared to the Japanese Yen, and our Japanese Yen-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 ~~foreign currency-based~~international operations. Should the U.S. dollar continue to increase in value, our future percentage of total net revenue toderived from outside North America may remain relatively unchanged ~~in absolute dollars and as a percentage of total revenue.~~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 believe that the following significant accounting policies, which are more fully described in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form10-K, involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

Revenue Recognition

We primarily derive revenue from the sale of our online video platform, which enables our customers to publish and distribute video to Internet-connected devices quickly, easily and in a cost-effective and high-quality manner. Revenue is derived from three primary sources: (1) the subscription to our technology and related support; (2) hosting, bandwidth and encoding services; and (3) professional services, which include customization services.

Under ASC 606, when the transaction price includes a variable amount of consideration, an entity is required to estimate the consideration that is expected to be received for a particular customer arrangement. We ~~recognize revenue when all~~evaluate variable consideration for usage-based fees at contract inception and re-evaluate quarterly over the course of the ~~following conditions are satisfied: (1) there~~contract. Specifically, we estimate the revenue pertaining to a customer’s usage that is ~~persuasive evidence of an arrangement; (2)~~expected to exceed the ~~service has been provided~~contractual entitlement allowance and allocate such revenue to the ~~customer; (3)~~distinct service within the ~~collection~~related contract that gives rise to the variable payment. Estimates of ~~fees~~variable consideration include analyzing customer usage against the applicable entitlement limit at the end of each reporting period and estimating the amount and timing of additional amounts to be invoiced in connection with projected usage. Estimates of variable consideration relating to customer usage do not include amounts for which it is ~~probable; and (4)~~probable that a significant reversal will occur. Determining the amount of ~~fees~~variable consideration to ~~be paid by the customer is fixed or determinable.~~

Our subscription arrangements provide customers the right to access our hosted software applications. Customers do not have the right to take possession of our software during the hosting arrangement. Accordingly, we recognize ~~revenue in accordance with Accounting Standards Codification (ASC) 605,~~~~Revenue Recognition~~~~. Contracts for premium customers generally have a term of one year and arenon-cancellable.~~ These contracts generally provide the customer with an annual level of usage, and provide the rate at which the customer must pay for actual usage above the annual allowable usage. For these services, we recognize the annual fee ratably as revenue ~~each month. Should~~involves significant judgment on the part of management and it is possible that actual revenue will deviate from estimates over the course of a customer’s ~~usage of our services exceed the annual allowable level, revenue is recognized for such excess in the period of the usage. Contracts for volume customers are generallymonth-to-month~~ arrangements, have a maximum monthly level of usage and provide the rate at which the customer must pay for actual usage above the monthly allowable usage. The monthly volume subscription and support and usage fees are recognized as revenue during the period in which the related cash is collected.

committed contract term.

~~Revenue recognition commences upon the later of when the application is placed in a production environment, or when all revenue recognition criteria have been met.~~

~~Professional services and other revenue sold on a stand-alone basis are recognized as the services are performed, subject to any refund or other obligation.~~

Deferred revenue includes amounts billed to customers for which revenue has not been recognized, and primarily consists of the unearned portion of annual software subscription and support fees, and deferred professional service fees.

~~Revenue is presented net of any taxes collected from customers.~~

~~Multiple-Element Arrangements~~

We periodically enter into multiple-element service arrangements that include platform subscription fees, support fees, and, in certain cases, other professional services.

~~We assess arrangements with~~ These contracts include multiple ~~deliverables under Accounting Standards Update (ASU)No. 2009-13,~~~~Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements —~~promises that we evaluate to determine if the promises are separate performance obligations. Performance obligations are identified based on services to be transferred to a ~~Consensus~~customer that are both capable of being distinct and are distinct within the context of the ~~FASB Emerging Issues Task Force~~ ~~. Arrangement~~contract. Once we determine the performance obligations, we determine the transaction price, which includes estimating the amount of variable consideration ~~is allocated~~ to ~~deliverables based on their relative selling price.~~

In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the deliverables must have stand-alone value upon delivery. If the deliverables have stand-alone value upon delivery, we account for each deliverable separately. Subscription services have stand-alone value as such services are often sold separately. In determining whether professional services have stand-alone value, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, we have concluded that all of the professional servicesbe included in ~~multiple-element arrangements executed have stand-alone value.~~

~~When multiple deliverables included~~the transaction price, if any. We then allocate the transaction price to each performance obligation in ~~an arrangement are separated into different units of accounting,~~ the ~~arrangement consideration is allocated to the identified separate units~~contract based on a relative stand-alone selling price ~~hierarchy. We determine the relative selling~~method. The transaction price ~~for a deliverable based on its vendor-specific objective evidence of fair value (VSOE), if available, or its best estimate of selling price (BESP), if VSOE~~post allocation is not available. We have determined that third-party evidence of selling price is not a practical alternative due to differences in our service offerings compared to other parties and the availability of relevant third party pricing information. The amount ofrecognized as revenue ~~allocated to delivered items is limited by contingent revenue, if any.~~

We have not established VSOE for our offerings due to the lack of pricing consistency, the introduction of new services and other factors. Accordingly, we use our BESP to determine the relative selling price. We determine BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, the geographic area where services are sold, price lists, our~~go-to-market~~ ~~strategy, historical contractually stated prices and prior relationships and future subscription service sales with certain classes of customers.~~

~~The determination of BESP is made through consultation with and approval by our management, taking into consideration thego-to-market~~ ~~strategy. As ourgo-to-market~~ strategies evolve, we may modify our pricing practices in the future, which could result in changes in selling prices, including both VSOE and BESP. We analyze the selling prices used in our allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices are analyzed on a more frequent basis if a significant change in our business necessitates a more timely analysis or if we experience significant variances in our selling prices.

~~Allowance for Doubtful Accounts~~

We offset gross trade accounts receivable with an allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable and is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with specific accounts. Provisions for allowances for doubtful accounts are recorded in general and administrative expense. If, upon signing a customer arrangement,as the related ~~account receivable~~performance obligation is not considered collectable, we will defer the associated revenue until we collect the cash. To date, we have not incurred any significant write-offs of accounts receivable and have not been required to revise any of our assumptions or estimates used in determining our allowance for doubtful accounts. As of December 31, 2017, our allowance for doubtful accounts was $146,000.satisfied.

~~Software Development Costs~~

~~Costs incurred to develop software applications used in ouron-demand~~ ~~application services consist of (a) certain external direct costs of materials and services incurred in developing or obtaininginternal-use~~ computer software and (b) payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the project. These costs generally consist of internal labor during configuration, coding and testing activities. Research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance and general and administrative or overhead costs are expensed as incurred. Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, it is probable the project will be completed, and the software will be used to perform the functions intended and certain functional and quality standards have been met. Qualified costs incurred during the operating stage of our software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to,~~internal-use~~ software are expensed as incurred. These capitalized costs are amortized on a straight-line basis over the expected useful life of the software, which is three years. We capitalized $3.2 million in 2017, $4.0 million in 2016 and $1.5 million in 2015, respectively, of~~internal-use~~ ~~software development costs. Amortization ofinternal-use~~ ~~software development costs was $1.9 million in 2017, $690,000 in 2016 and $469,000 in 2015, respectively.~~

Income Taxes

We are subject to income taxes in both the United States and international jurisdictions, and we use estimates in determining our provision for income taxes. We account for income taxes under the asset and liability method for accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using statutory rates. This process requires us to project our current tax liability and estimate our deferred tax assets and liabilities, including net operating losses and tax credit carryforwards. In assessing the need for a valuation allowance, we considered our recent operating results, future taxable income projections and feasible tax planning strategies. We have provided a valuation allowance against substantially all of our net U.S. and foreign deferred tax assets at December 31, ~~2017 with the exception of the~~2023. We recognized a deferred tax ~~assets related to Brightcove KK.~~liability in the U.S. for a portion of our indefinite lived intangibles and other deferred tax liabilities that would not be offset against deferred tax assets. Due to the evolving nature and complexity of tax regulations combined with the number of jurisdictions in which we operate, it is possible that our estimates of our tax liability could change in the future, which may result in additional tax liabilities and adversely affect our results of operations, financial condition and cash flows.

As of December 31, ~~2017~~2023 and ~~2016,~~2022, we had no material unrecognized tax benefits.

Business Combinations

We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and

liabilities assumed based on their fair values at the date of acquisition. We then allocate the purchase price in excess of net tangible assets acquired to identifiable intangible assets based on detailed valuations that use information and assumptions provided by management. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. ~~If the fair value of the assets acquired exceeds our purchase price, the excess is recognized as a gain.~~

Significant management judgments and assumptions are required in determining the fair value of acquired assets and liabilities, particularly acquired intangible assets. The valuation of purchased intangible assets is based upon estimates of the future performance and cash flows from the acquired business. Each asset is measured at fair value from the perspective of a market participant. Critical estimates in valuing purchased technology and customer lists include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges which could be material. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to

calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.

If different assumptions are used, it could materially impact the purchase price allocation and adversely affect our results of operations, financial condition and cash flows.

~~Goodwill and Acquired~~ Intangible Assets and Goodwill

~~We record goodwill when consideration paid in a purchase acquisition exceeds~~Intangible assets that have finite lives are amortized over their estimated useful lives based on the ~~fair value~~pattern of consumption of the ~~net assets acquired.~~ economic benefit or, if that pattern cannot be readily determined, on a straight-line basis and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as discussed above.

Goodwill is not amortized, but ~~rather~~ is ~~tested~~evaluated for impairment annually, or ~~more frequently if facts and~~whenever events or changes in circumstances ~~warrant a review.~~indicate that the carrying value may not be recoverable. Conditions that could trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in certain agreements, significant underperformance relative to historical or projected future operating results, an economic downturn in customers’ industries, increased competition, a significant reduction in our stock price for a sustained period or a reduction of our market capitalization relative to net book value. If there is an impairment, the amount of the impairment is on the excess of a reporting unit’s carrying amount over its fair value.

We have determined, based on our organizational structure, that we have one reporting unit as of December 31, 2023 and 2022. We evaluate impairment by comparing the estimated fair value of ~~each~~our reporting unit to its carrying value. We estimate fair value primarily utilizing the market approach, which calculates fair value based on the market values of comparable companies or comparable transactions. Actual results may differ materially from these estimates. The estimates we make in determining the fair value of our reporting unit involve the application of judgment, which could affect the timing and size of any future impairment charges. Impairment of our goodwill could significantly affect our operating results and financial position.

~~Intangible assets are recorded at their estimated fair value at the date of acquisition. We amortize our intangible assets over their estimated useful lives based on the pattern of consumption~~Please see Note 7 for a discussion of the ~~economic benefit or, if that pattern cannot be readily determined, on a straight-line basis. Amortization is recorded over the estimated useful lives ranging from two to fourteen years.~~our evaluation of impairment as of December 31, 2023

We review our intangible assets subject to amortization to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. If the carrying value of an asset exceeds its undiscounted cash flows, we will write down the carrying value of the intangible asset to its fair value in the period identified. In assessing recoverability, we must make assumptions regarding estimated future cash flows and discount rates. If these estimates or related assumptions change in the future, we may be required to record impairment charges. We generally calculate fair value as the present value of estimated future cash flows to be generated by the asset using a risk adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, we will amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.

~~We adopted ASUNo. 2011-08,~~~~Intangibles — Goodwill and Other (Topic 350) Testing Goodwill for Impairment~~~~. Under ASU2011-08,~~ we have the option to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount to determine whether further impairment testing is necessary. Based on the assessment of these qualitative factors, we determined that no impairment indicators were noted, allowing us to forego the quantitative analysis.43

~~Stock-based Compensation~~

We value our shares of common stock in connection with the issuance of stock-based equity awards using the closing price of our shares of common stock on the NASDAQ Global Market on the date of the grant. Accounting guidance requires employee stock-based payments to be accounted for under the fair value method. Under this method, we are required to record compensation cost based on the estimated fair value for stock-based awards granted over the requisite service periods for the individual awards, which generally equals the vesting periods. We use the straight-line amortization method for recognizing stock-based compensation expense associated with equity awards to employees. Upon the adoption of~~ASU 2016-09~~ ~~on January 1, 2017, we have elected to recognize prospectively gross share based compensation expense with actual forfeitures recognized as they occur. Prior to the adoption of ASU2016-09,~~ ~~we estimated forfeitures at the time of grant and revised those estimates in subsequent periods if actual forfeitures differed from estimates.~~

We estimate the fair value of employee stock options on the date of grant using the Black-Scholes option-pricing model, which requires the use of highly subjective estimates and assumptions. For restricted stock awards issued we estimate the fair value of each grant based on the stock price of our common stock on the date of grant. The expected volatility of options granted has been determined using a weighted average of the historical volatility measures of a peer group of companies that issued options with substantially similar terms as well as the historical volatility of our own common stock. The expected life assumption is based on the “simplified method” for estimating expected term as we do not have sufficient stock option exercise experience to support a reasonable estimate of the expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. We use an expected dividend rate of zero as we currently have no history or expectation of paying dividends on our common stock.

~~The relevant data used to determine the value of the stock option grants is as follows:~~

   Year Ended December 31,
     2017     2016     2015
Risk-free interest rate
   2.08 % 1.75 % 1.96 %
Expected volatility
   42 % 45 % 46 %
Expected life (in years)
   6.1 6.2 6.2
Expected dividend yield
   —   —   —

Results of Operations

The following tables set forth our results of operations for the periods presented. ~~Theperiod-to-period~~ ~~comparison of financial results is not necessarily indicative of future results.~~


	Year Ended December 31,									Year Ended December 31,
	2017			2016			2015			2023			2022			2021
	(in thousands, except share and per share data)									(in thousands, except share and per share data)
Revenue:
Subscription and support revenue	$	143,159		$	142,022		$	131,010		$	192,461		$	204,091		$	198,929
Professional services and other revenue		12,754			8,244			3,696			8,726			6,917			12,164

Total revenue		155,913			150,266			134,706			201,187			211,008			211,093
Cost of revenue:
Cost of subscription and support revenue		50,664			48,011			41,735			68,244			69,935			62,773
Cost of professional services and other revenue		13,954			7,836			4,742			9,109			7,138			10,255

Total cost of revenue		64,618			55,847			46,477			77,353			77,073			73,028

Gross profit		91,295			94,419			88,229			123,834			133,935			138,065
Operating expenses:
Research and development		31,850			30,171			29,302			37,202			33,524			31,718
Sales and marketing		57,294			54,038			45,795			72,410			73,997			71,177
General and administrative		21,847			19,167			19,862			35,556			32,550			29,261
Merger-related		—			21			201			307			747			300

Other expense (benefit)											—			1,149			(1,965	)
Total operating expenses		110,991			103,397			95,160			145,475			141,967			130,491

Loss from operations		(19,696	)		(8,978	)		(6,931	)
(Loss) income from operations											(21,641	)		(8,032	)		7,574
Other expense, net		547			(598	)		(258	)		(80	)		(1,035	)		(1,375	)

Loss before income taxes		(19,149	)		(9,576	)		(7,189	)
Provision for income taxes		370			410			391

Net loss	$	(19,519	)	$	(9,986	)	$	(7,580	)

Net loss per share - basic and diluted	$	(0.57	)	$	(0.30	)	$	(0.23	)

Weighted-average number of common shares used in computing net loss per share - basic and diluted		34,376			33,189			32,598

(Loss) income before income taxes											(21,721	)		(9,067	)		6,199
Provision (benefit) for income taxes											1,165			(52	)		802
Net (loss) income										$	(22,886	)	$	(9,015	)	$	5,397
Net (loss) income per share
Basic										$	(0.53	)	$	(0.22	)	$	0.13
Diluted										$	(0.53	)	$	(0.22	)	$	0.13
Weighted-average number of common shares used in computing net (loss) income per share
Basic											43,128			41,831			40,717
Diluted											43,128			41,831			42,200

Overview of Results of Operations for the Years Ended December 31, ~~2017~~2023 and ~~2016~~2022

Total revenue ~~increased by 4%, or $5.6 million,~~decreased in ~~2017~~2023 compared to ~~2016~~2022 due to ~~an increase~~a decrease in subscription and support revenue of 1%6%, or ~~$1.1~~$11.6 million, offset by an increase in professional services and other revenue of 26%, or $1.8 million. The decrease in subscription and support revenue of 6%, or $11.6 million, was primarily related to ~~the continued growth of our customer base for~~a decrease in revenue from our premium ~~offerings including sales to both new and existing customers.~~offerings. The increase in professional services and other revenue of ~~55%~~26%, or ~~$4.5~~$1.8 million, was primarily related to the size and number of professional services engagements in ~~2017~~2023 compared to ~~2016. The increases~~2022. Professional services and other revenue will vary from period to period depending on the number of implementations and other projects that are ~~offset by the loss of a major customer, during the first quarter of 2017, and a $1.5 million reduction~~ in revenue due to changes in foreign exchange rates compared to the exchange rates that were in effect during 2016. In addition, our revenue from premium offerings grew by $7.5 million, or 5%, in 2017 compared to 2016.process. 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 decreased by ~~$3.1~~$10.1 million, or 3%8%, in ~~2017~~2023 compared to ~~2016,~~2022, primarily due to ~~increases~~a decrease in ~~the cost of~~ subscription and support revenue, ~~and the cost of professional services revenue without corresponding increases~~as well as an increase in ~~revenue. Cost of subscription and support revenue increased due~~amortization expense related to ~~additional content delivery network expenses and network hosting services incurred in order to support the launch of a major customer. Cost~~

~~of professional services revenue increased due to a higher level of contractor costs and project hours during the year ended December 31, 2017.~~our capitalized internal-use software. Our ability to continue to maintain our overall gross profit will depend primarily on our ability to continue controlling our costs of ~~delivery.~~ delivery and our revenue from premium offerings.

Loss from operations was ~~$19.7~~$21.6 million in ~~2017~~2023 compared to ~~$9.0~~a loss from operations of $8.0 million in 2016. Loss from operations in 2017 included stock-based compensation expense and amortization of acquired intangible assets of $7.2 million and $2.7 million, respectively. Loss from operations in 2016 included stock-based compensation expense and amortization of acquired intangible assets of $6.0 million and $3.1 million, respectively. We expect operating income to improve from increased sales to both new and existing customers and from improved efficiencies throughout our organization as we continue to grow and scale our operations.

As of December 31, 2017, we had $26.1 million of unrestricted cash and cash equivalents, a decrease of $10.7 million from $36.8 million at December 31, 2016, due primarily to $6.4 million of cash used in operating activities, $3.0 million in capitalized~~internal-use~~ software costs, and $1.1 million in capital expenditures. There were also cash outflows of $489,000 in payments under capital lease obligations, $307,000 for payments on equipment financing and $268,000 in payments of withholding tax on RSU vesting.

~~Revenue~~

   Year Ended December 31,
   2017 2016 Change
Revenue by Product Line
   Amount    Percentage of
Revenue Amount    Percentage of
Revenue Amount %
   (in thousands, except percentages)
Premium
   $ 150,304    96 % $ 142,840    95 % $ 7,464 5 %
Volume
   5,609    4 7,426    5 (1,817 ) (24 )






Total
   $ 155,913    100 % $ 150,266    100 % $ 5,647 4 %

~~During 2017, revenue increased by $5.6 million, or 4%, compared to 2016,~~2022. This is primarily due to an increase in operating expenses of 2%, or $3.5 million, including restructuring expenses of $2.8 million, as well as a decrease in our gross profit of 8%, or $10.1 million.

Revenue


	Year Ended December 31,
	2023					2022					Change
Revenue by Product Line	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount			%
	(in thousands, except percentages)
Premium	$	199,908		99	%	$	208,777		98	%	$	(8,869	)		(4	)%
Volume		1,279		1			2,231		2			(952	)		(43	)
Total	$	201,187		100	%	$	211,008		100	%	$	(9,821	)		(5	)%

During 2023, revenue decreased by $9.8 million, or 5%, compared to 2022, primarily due to a decrease in revenue from our premium ~~offerings, which consist of subscription and support revenue, as well as professional services and other revenue.~~offerings. The ~~increase~~decrease in premium revenue of ~~$7.5~~$8.9 million, or 5%4%, is ~~partially~~ the result of ~~an 8% increase~~a decrease in the number of ~~premium~~our customers from 2,007 at December 31, 2016 to 2,167 at December 31, 2017, in addition to a $4.5 million, or 55%, increase in professional services revenue. The increases are offset by the loss of a major customer and a ~~$1.5 million reduction~~decrease in ~~revenue due to changes in foreign exchange rates compared to the exchange rates that were in effect during 2016.~~usage-based fees outside of North America. During ~~2017,~~2023, volume revenue decreased by ~~$1.8 million,~~$952,000, or ~~24%~~43%, compared to ~~2016, as we~~2022. We continue to focus on the market for our premium solutions.


	Year Ended December 31,															Year Ended December 31,
	2017					2016					Change					2023					2022					Change
Revenue by Type	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount		%			Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount			%
	(in thousands, except percentages)															(in thousands, except percentages)
Subscription and support	$	143,159		92	%	$	142,022		95	%	$	1,137		1	%	$	192,461		96	%	$	204,091		97	%	$	(11,630	)		(6	)%
Professional services and other		12,754		8			8,244		5			4,510		55			8,726		4			6,917		3			1,809			26

Total	$	155,913		100	%	$	150,266		100	%	$	5,647		4	%	$	201,187		100	%	$	211,008		100	%	$	(9,821	)		(5	)%

During ~~2017,~~2023, subscription and support revenue ~~increased~~decreased by ~~$1.1~~$11.6 million, or 1%6%, compared to ~~2016.~~2022. The ~~increase~~decrease was ~~primarily related~~due to the ~~continued growth of our customer base for our~~aforementioned decrease in revenue from premium offerings ~~including sales to both new and existing customers during 2017. The increases are offset by the loss~~outside of ~~a major customer~~North America during the ~~first quarter of 2017. In addition, professional~~year ended December 31, 2023. Professional services and other revenue increased by ~~$4.5~~$1.8 million, or ~~55%~~26%, ~~primarily related to the size and number of professional services engagements during 2017compared~~compared to the prior year. ~~During 2017, the increase in professional services revenue was primarily related to an increase in OTT~~

~~application development projects.~~ Professional services and other revenue will vary from period to period depending on the number of implementations and other projects that are in process.


	Year Ended December 31,																Year Ended December 31,
	2017					2016					Change						2023					2022					Change
Revenue by Geography	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount			%			Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount			%
	(in thousands, except percentages)																(in thousands, except percentages)
North America	$	91,358		59	%	$	92,912		62	%	$	(1,554	)		(2	)%	$	120,378		60	%	$	118,755		56	%	$	1,623			1	%

Europe		24,425		16			25,196		17			(771	)		(3	)		32,922		16			36,177		18			(3,255	)		(9	)
Japan		16,881		11			15,230		10			1,651			11			20,080		11			21,988		13			(1,908	)		(9	)
Asia Pacific		22,539		14			15,617		10			6,922			44			27,421		14			33,645		13			(6,224	)		(18	)
Other		710		0			1,311		1			(601	)		(46	)		386		—			443		—			(57	)		(13	)

International subtotal		64,555		41			57,354		38			7,201			13			80,809		41			92,253		44			(11,444	)		(12	)

Total	$	155,913		100	%	$	150,266		100	%	$	5,647			4	%	$	201,187		100	%	$	211,008		100	%	$	(9,821	)		(5	)%

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 ~~2017,~~2023, total revenue for North America ~~decreased~~increased by $1.6 million, or 2%1%, compared to ~~2016. The reduction in revenue for North America is primarily related to the loss of a major customer in the first quarter of 2017 partially offset by increases in sales to new and existing customers.~~2022. During ~~2017,~~2023, total revenue outside of North America ~~increased $7.2~~decreased by $11.4 million, or ~~13%~~12%, compared to ~~2016.~~2022. The ~~increase~~decrease in revenue ~~from international regions is~~in Japan was primarily ~~related~~driven by a decrease in average revenue per premium customer as customer usage-based fees were less in the current period and, to ~~an increase~~a lesser extent, non-recurring customer events that occurred in ~~revenue~~the prior period. The decreases in Asia Pacific and Japan. The increase in revenue from Asia Pacific and Japan is primarily related to an increase in revenue from professional services engagements related to OTT application development projects. These increasesEurope were ~~partially offset by a $1.5 million reduction in revenue~~ due to ~~changes~~a decrease in ~~foreign exchange rates compared to the exchange rates that were~~customers and a decrease in ~~effect during 2016.~~average revenue per premium customer as usage-based fees decreased.

Cost of Revenue


	Year Ended December 31,															Year Ended December 31,
	2017					2016					Change					2023					2022					Change
Cost of Revenue	Amount		Percentage of Related Revenue			Amount		Percentage of Related Revenue			Amount		%			Amount		Percentage of Related Revenue			Amount		Percentage of Related Revenue			Amount			%
	(in thousands, except percentages)															(in thousands, except percentages)
Subscription and support	$	50,664		35	%	$	48,011		34	%	$	2,653		6	%	$	68,244		35	%	$	69,935		34	%	$	(1,691	)		(2	)%
Professional services and other		13,954		109			7,836		95			6,118		78			9,109		104			7,138		103			1,971			28

Total	$	64,618		41	%	$	55,847		37	%	$	8,771		16	%	$	77,353		38	%	$	77,073		37	%	$	280			0	%

During ~~2017,~~2023, cost of subscription and support revenue ~~increased $2.7~~decreased $1.7 million, or 6%2%, compared to ~~2016. The increase resulted primarily from increases~~2022. This decrease corresponds to a decrease in our network hosting services and content delivery network expenses ~~amortization of capitalizedinternal-use~~ ~~software development costs, partner commission expense and network hosting services~~ of $1.2 million, ~~$1.2~~and $5.1 million, ~~$799,000 and $791,000, respectively. Partner commission expense primarily relates~~respectively, as we continue to ~~payments to third parties for the use~~optimize our costs of ~~technology that is integrated with our Video Cloud product. There~~goods sold. These decreases were also increases in maintenance expense, employee-related expense, costs associated with third-party software integrated with our service offering and stock-based compensation expense of $474,000, $316,000, $248,000 and $115,000, respectively. These increases were partially offset by ~~decreases~~an increase in ~~depreciation expense, costs~~

amortization of capitalized internal-use software development of $4.6 million.

~~associated with the closure of certain facilities, and bandwidth costs, of $1.2 million, $843,000 and $426,000, respectively.~~

During ~~2017,~~2023, cost of professional services and other revenue increased ~~$6.1~~$2.0 million, or ~~78%~~28%, compared to ~~2016.~~2022. This increase corresponds to ~~the increase in professional services revenue and resulted primarily from increases in contractor and employee-related expenses of $4.4 million and $1.4 million, respectively. There was~~ an increase in ~~the mix of~~ contractor expenses ~~versus internal expenses in order~~of $2.8 million due to ~~support various~~higher levels of implementation and professional services ~~projects.~~provided. This increase was offset by a decrease in employee-related expenses and rent and utilities expenses of $647,000 and $104,000, respectively.

Gross Profit


	Year Ended December 31,																	Year Ended December 31,
	2017						2016					Change						2023						2022						Change
Gross Profit	Amount			Percentage of Related Revenue			Amount		Percentage of Related Revenue			Amount			%			Amount			Percentage of Related Revenue			Amount			Percentage of Related Revenue			Amount			%
	(in thousands, except percentages)																	(in thousands, except percentages)
Subscription and support	$	92,495			65	%	$	94,011		66	%	$	(1,516	)		(2	)%	$	124,217			65	%	$	134,156			66	%	$	(9,939	)		(7	)%
Professional services and other		(1,200	)		(9	)		408		5			(1,608	)		nm			(383	)		(4	)		(221	)		(3	)		(162	)		(73	)

Total	$	91,295			59	%	$	94,419		63	%	$	(3,124	)		(3	)%	$	123,834			62	%	$	133,935			63	%	$	(10,101	)		(8	)%

~~nm – not meaningful~~

The overall gross profit percentage was ~~59%~~62% and 63% for the years ended December 31, ~~2017~~2023 and ~~2016,~~2022, respectively. ~~The decrease is primarily due to an increase in revenue from professional services engagements, which has a lower gross margin as compared to subscription and support revenue.~~ Subscription and support gross profit decreased ~~$1.5~~$9.9 million, or 2%7%, compared to ~~2016 due to additional content delivery network expenses and network hosting services incurred in order to support the launch of a major customer.~~2022. In addition, professional services and other gross profit decreased ~~$1.6 million compared to 2016 due to the increase in contractor expenses in order to support various professional services projects.~~

~~Operating Expenses~~

   Year Ended December 31,
   2017 2016 Change
Operating Expenses
   Amount    Percentage of
Revenue Amount    Percentage of
Revenue Amount %
   (in thousands, except percentages)
Research and development
   $ 31,850    20 % $ 30,171    20 % $ 1,679 6 %
Sales and marketing
   57,294    37 54,038    36 3,256 6
General and administrative
   21,847    14 19,167    13 2,680 14
Merger-related
   —      —   21    —   (21 ) (100 )






Total
   $ 110,991    71 % $ 103,397    69 % $ 7,594 7 %

~~Research and Development~~. ~~During 2017, research and development expense increased~~ by ~~$1.7 million,~~$162,000, or 6%73%, compared to 2016 primarily due to increases in employee-related, computer maintenance and support, stock-based compensation and contractor expenses of $1.7 million, $465,000, $288,000 and $246,000, respectively. These increases were partially offset by decreases in recruiting and relocation expense, travel expense, and amortization of acquired intangible assets of $382,000, $299,000 and $116,000, respectively. In future periods, we expect that our research and development expense will increase in absolute dollars as we continue to add employees, develop new features and functionality for our products, introduce additional software solutions and expand our product and service offerings.

~~Sales and Marketing~~. During 2017, sales and marketing expense increased by $3.3 million, or 6%, compared to 2016 primarily due to employee-related expense, commission expense, marketing programs and stock-based compensation expense of $2.2 million, $825,000, $565,000 and $430,000, respectively. There were also increases in computer maintenance and support and rent expense of $361,000 and $168,000, respectively. These increases were partially offset by decreases in travel expense, amortization of acquired intangible assets, contractor expense, and recruiting and relocation expense of $508,000, $267,000, $258,000 and $244,000, respectively. We expect that our sales and marketing expense will increase in absolute dollars along with our revenue, as we continue to expand sales coverage and build brand awareness through what we believe are cost-effective channels. We expect that such increases may fluctuate from period to period, however, due to the timing of marketing programs.

~~General and Administrative~~. During 2017, general and administrative expense increased by $2.7 million, or 14%, compared to 2016 primarily due to increases in outside accounting and legal fees, employee-related expense, and stock-based compensation expense of $2.2 million, $929,000 and $364,000, respectively. There were also increases in commission and travel expenses of $209,000 and $109,000, respectively. These increases were offset by decreases in contractor and recruiting and relocation expenses of $241,000 and $182,000, respectively, and the reversal of a sales tax accrual of $635,000. In future periods, we expect general and administrative expense to remain relatively unchanged.

~~Merger-related~~. ~~During 2017, merger-related expenses decreased $21,000, or 100%, when compared to 2016 due to a $21,000 decrease in costs associated with the retention of certain employees of Unicorn.~~

~~Other Expense, Net~~

   Year Ended December 31,
   2017 2016 Change
Other Expense
   Amount Percentage of
Revenue Amount Percentage of
Revenue Amount    %
   (in thousands, except percentages)
Interest income, net
   $ 124 —   % $ 99 —   % $ 25    25 %
Interest expense
   (26 ) —   (63 ) —   37    (59 )
Other expense, net
   449 —   (634 ) —   1,083    (171 )




Total
   $ 547 —   % $ (598 ) —   % $ 1,145    (191 )%

The interest expense during 2017 is primarily comprised of interest paid on capital leases and an equipment financing. The increase in other expenses, net was primarily due to foreign currency exchange gains recorded during 2017 upon collection of foreign denominated accounts receivable, compared to losses recorded in the corresponding period of the prior year.

~~Provision for Income Taxes~~

   Year Ended December 31,
   2017 2016 Change
Provision for Income Taxes
   Amount    Percentage of
Revenue Amount    Percentage of
Revenue Amount %
   (in thousands, except percentages)
Provision for income taxes
   $ 370    —   % $ 410    —   % $ (40 ) (10 )%

~~During 2017 and 2016, the provision for income taxes was primarily comprised of income tax expenses related to foreign jurisdictions.~~

~~Overview of Results of Operations for the Years Ended December 31, 2016 and 2015~~

Total revenue increased by 12%, or $15.6 million, in 2016 compared to 2015 due to an increase in subscription and support revenue of 8%, or $11.0 million. The increase in professional services and other revenue of 123%, or $4.5 million primarily related to the size and number of professional services engagements, in 2016 compared to 2015. The increase in subscription and support revenue resulted primarily from an increase in revenue from new and existing customers. In addition, our revenue from premium offerings grew by $17.1million, or 14%, in 2016 compared to 2015. 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 $6.2 million, or 7%, in 2016 compared to 2015, 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 $9.0 million in 2016 compared to $6.9 million in 2015. Loss from operations in 2016 included stock-based compensation expense and amortization of acquired intangible assets of $6.0 million and $3.1 million, respectively. Loss from operations in 2015 included stock-based compensation expense and amortization of acquired intangible assets of $6.0 million and $3.1 million, respectively. We expect operating income to improve from increased sales to both new and existing customers and from improved efficiencies throughout our organization as we continue to grow and scale our operations.

As of December 31, 2016, we had $36.8 million of unrestricted cash and cash equivalents, an increase of $9.2 million from $27.6 million at December 31, 2015, due primarily to $11.1 million of cash provided by operating activities, $4.6 million in proceeds from exercises of stock options and $604,000 in proceeds from an equipment financing. These increases were offset in part by $3.9 million in capitalization of~~internal-use~~ ~~software costs, $1.3 million in capital expenditures and $850,000 in payments under capital lease obligations.~~

~~Revenue~~

   Year Ended December 31,
   2016 2015 Change
Revenue by
Product Line
   Amount    Percentage of
Revenue Amount    Percentage of
Revenue Amount %
   (in thousands, except percentages)
Premium
   $ 142,840    95 % $ 125,767    93 % $ 17,073 14 %
Volume
   7,426    5 8,939    7 (1,513 ) (17 )






Total
   $ 150,266    100 % $ 134,706    100 % $ 15,560 12 %

During 2016, revenue increased by $15.6 million, or 12%, compared to 2015, primarily due to an increase in revenue from our premium offerings, which consist of subscription and support revenue, as well as professional services and other revenue. The increase in premium revenue of $17.1million, or 14%, is partially the result of an 8% increase in the number of premium customers from 1,863 at December 31, 2015 to 2,007 at December 31, 2016 and a 6% increase in the average annual subscription revenue per premium customer during 2016. In addition, during 2016, professional services and other revenue increased by $4.5 million compared to 2015. During 2016, volume revenue decreased by $1.5 million, or 17%, compared to 2015, as we continue to focus on the market for our premium solutions.

   Year Ended December 31,
   2016 2015 Change
Revenue by Type
   Amount    Percentage of
Revenue Amount    Percentage of
Revenue Amount    %
   (in thousands, except percentages)
Subscription and support
   $ 142,022    95 % $ 131,010    97 % $ 11,012    8 %
Professional services and other
   8,244    5 3,696    3 4,548    123








Total
   $ 150,266    100 % $ 134,706    100 % $ 15,560    12 %

During 2016, subscription and support revenue increased by $11.0 million, or 8%, compared to 2015. The increase was primarily related to the continued growth of our customer base for our premium offerings, including sales to both new and existing customers, and a 6% increase in the average annual subscription revenue per premium customer during 2016. In addition, professional services and other revenue increased by $4.5 million, or 123%, primarily related to the size and number of professional services engagements during 2016 compared to the prior year. We engaged in several large professional services engagements in 2016 to support our various subscription sales, including $4.7 million of revenue recognized from customers in Japan compared to $1.4 million 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.

   Year Ended December 31,
   2016 2015 Change
Revenue by Geography
   Amount    Percentage of
Revenue Amount    Percentage of
Revenue Amount %
   (in thousands, except percentages)
North America
   $ 92,912    62 % $ 86,106    64 % $ 6,806 8 %
Europe
   25,196    17 25,380    19 (184 ) (1 )
Japan
   15,230    10 9,061    7 6,169 68
Asia Pacific
   15,617    10 12,380    9 3,237 26
Other
   1,311    1 1,779    1 (468 ) (26 )






International subtotal
   57,354    38 48,600    36 8,754 18






Total
   $ 150,266    100 % $ 134,706    100 % $ 15,560 12 %

During 2016, total revenue for North America increased $6.8 million, or 8%, compared to 2015. The increase in revenue for North America resulted primarily from an increase in subscription and support revenue from our premium offerings. During 2016, total revenue outside of North America increased $8.8 million, or 18%, compared to 2015. The increase in revenue from international regions is primarily related to an increase in revenue in Japan and Asia Pacific. Revenue from customers in Japan increased by $6.2 million of which $3.3 million was from professional service arrangements. This increase is partially offset by a $1.1 million

~~reduction in revenue due to changes in foreign exchange rates compared to the exchange rates that were in effect during 2015.~~

~~Cost of Revenue~~

   Year Ended December 31, Change
   2016 2015
Cost of Revenue
   Amount    Percentage of
Related
Revenue Amount    Percentage of
Related
Revenue Amount    %
   (in thousands, except percentages)
Subscription and support
   $ 48,011    34 % $ 41,735    32 % $ 6,276    15 %
Professional services and other
   7,836    95 4,742    128 3,094    65








Total
   $ 55,847    37 % $ 46,477    35 % $ 9,370    20 %

During 2016, cost of subscription and support revenue increased $6.3 million, or 15%, compared to 2015. The increase resulted primarily from increases in content delivery network expenses, network hosting service expenses, employee-related expenses, and costs associated with the closure of certain facilities of $3.2 million, $2.4 million, $738,000 and $696,000, respectively. There were also increases in bandwidth, third-party software integrated with our service offerings and stock-based compensation expenses of $239,000, $208,000 and $143,000, respectively. These increases were partially offset by a decrease in depreciation expense of $1.2 million.

During 2016, cost of professional services and other revenue increased $3.1 million, or 65%, compared to 2015. The increase resulted primarily from increases in contractor and employee-related expenses of $2.3 million and $605,000, respectively. The increase primarily related to an increase in professional services projects in 2016.

~~Gross Profit~~

   Year Ended December 31, Change
   2016 2015
Gross Profit
   Amount    Percentage of
Related
Revenue Amount Percentage of
Related
Revenue Amount    %
   (in thousands, except percentages)
Subscription and support
   $ 94,011    66 % $ 89,275 68 % $ 4,736    5 %
Professional services and other
   408    5 (1,046 ) (28 ) 1,454    139






Total
   $ 94,419    63 % $ 88,229 65 % $ 6,190    7 %

The overall gross profit percentage was 63% and 65% for the years ended December 31, 2016 and 2015, respectively. Subscription and support gross profit increased $4.7 million, or 5%, compared to 2015. Professional services and other gross profit increased $1.5 million, or 139% compared to 2015. The increase in the number of professional service engagements has allowed for greater leverage of fixed costs, which has resulted in margin expansion for this revenue stream. The decrease in subscription and support gross margin is primarily related to additional costs incurred in delivering our subscription service in addition to the costs incurred to close certain facilities. During 2016 we moved certain operating activities to cloud-based services while maintaining existing data centers until the fourth quarter at which time we closed certain facilities and incurred an additional expense of $845,000. We expect to continue to seek opportunities to move operating activities to additional cloud-based services, and as a result, to achieve a moderate increase in subscription and support gross margin.2022. 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


	Year Ended December 31,										Change						Year Ended December 31,
	2016					2015											2023					2022					Change
Operating Expenses	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount			%			Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount			%
	(in thousands, except percentages)																(in thousands, except percentages)
Research and development	$	30,171		20	%	$	29,302		22	%	$	869			3	%	$	37,202		18	%	$	33,524		16	%	$	3,678			11	%
Sales and marketing		54,038		36			45,795		34			8,243			18			72,410		36	%		73,997		35	%		(1,587	)		(2	)%
General and administrative		19,167		13			19,862		15			(695	)		(3	)		35,556		18	%		32,550		15	%		3,006			9	%
Merger-related		21		—			201		—			(180	)		(90	)		307		—			747		—			(440	)		(59	)%

Other																		—		—			1,149		—			(1,149	)		(1	)
Total	$	103,397		69	%	$	95,160		71	%	$	8,237			9	%	$	145,475		72	%	$	141,967		66	%	$	3,508			2	%

Research and Development. During ~~2016,~~2023, research and development expense increased by ~~$869,000,~~$3.7 million, or 3%11%, compared to ~~2015~~2022. This increase was primarily due to increases in employee-related ~~and contractor~~ expenses of $4.1 million, which included $1.1 million ~~and $248,000 respectively. These increases were partially offset by decreases in rent, travel and stock-based compensation expenses~~ of ~~$186,000, $149,000 and $117,000, respectively. In future periods, we expect that our research and development expense will~~restructuring expenses. This increase ~~in absolute dollars as we continue to add employees, develop new features and functionality for our products, introduce additional software solutions and expand our product and service offerings.~~

~~Sales and Marketing~~. During 2016, sales and marketing expense increased by $8.2 million, or 18%, compared to 2015 primarily due to employee-related, commission and travel expenses of $4.5 million, $2.2 million and $652,000 respectively. There were also increases in computer maintenance and support, marketing programs and stock-based compensation expenses of $388,000, $364,000 and $165,000, respectively. These increases were partiallywas offset by a decrease in contractor expenses of $479,000. We expect our research and development expense, as percentage of ~~$283,000.~~revenue, to remain relatively unchanged in future periods.

Sales and Marketing. During 2023, sales and marketing expense decreased by $1.6 million, or 2%, compared to 2022 primarily due to decreases in marketing programs expenses, contractor expenses and rent and utilities expenses of $2.7 million, $745,000 and $615,000, respectively. These decreases were offset by an increase in employee-related expenses of $2.2 million, which included $1.3 million of restructuring expenses, and various other expenses that, in aggregate, increased by $274,000. We expect that our sales and marketing expense will ~~increase~~decrease in absolute dollars ~~along with our revenue,~~in the short term as a result of the restructuring actions we ~~continue to expand sales coverage~~took in 2023 and ~~build brand awareness through what we believe are cost-effective channels. We expect that such increases may fluctuate from period to period, however, due to the timing of marketing programs.~~January 2024.

General and Administrative.During ~~2016,~~2023, general and administrative expense ~~decreased~~increased by ~~695,000,~~$3.0 million, or 3%9%, compared to ~~2015~~2022 primarily due to ~~decreases~~an increase in ~~outside accounting and legal fees, stock-based compensation expense, bad debt expense, and rent expense~~employee-related expenses of $1.3 million, ~~$229,000, $179,000 and $109,000, respectively. These decreases were offset by increases in employee-related, recruiting and amortization~~which included $412,000 of~~internal-use~~ ~~software development expenses~~ restructuring expenses. The remainder of ~~$700,000, $247,000 and $165,000, respectively. There were also~~the increase was due to increases in computer maintenance and support expenses, outside accounting and ~~commission~~legal fees, and stock based compensation expense of $799,000, $565,000 and $745,000, respectively. These increases were offset by decreases in recruiting and relocation expenses and insurance expenses of ~~$148,000~~$221,000 and ~~$131,000, respectively.~~$126,000, respectively, and other various expenses that, in aggregate, decreased by approximately $112,000. In future periods, we expect general and administrative expense, ~~will increase in absolute dollars~~ as ~~we add personnel and incur additional costs related~~a percentage of revenue, to ~~the growth of our business and operations.~~remain relatively unchanged.

~~Merger-related~~Merger-Related. During ~~2016,~~2023, merger-related ~~expenses~~expense decreased ~~$180,000,~~by $440,000, or ~~90%~~59%, ~~when~~ compared to ~~2015~~2022 primarily due to costs incurred in connection with the acquisition of Wicket Labs in 2022 which did not recur in 2023.

Other 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 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 was recognized as of March 28, 2022. The total expense of $1.1 million reflected $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, the entire balance was paid as of December 31, 2023. During the year ended December 31, 2023, we did not incur additional other expenses.

Overview of Results of Operations for the Years Ended December 31, 2022 and 2021

A discussion regarding an ~~$182,000~~overview of our results of operations for the year ended December 31, 2023 compared to 2022 is presented below. A discussion regarding an overview of our results of operations for the year ended December 31, 2022 compared to 2021 can be found under Part II -Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 23, 2023.

Liquidity and Capital Resources

Cash and cash equivalents.

We had cash and cash equivalents totaling $18.6 million at December 31, 2023 compared to $31.9 million at December 31, 2022. The decrease in ~~costs associated with the retention of certain employees of Unicorn.~~

~~Other Expense, Net~~

   Year Ended December 31,

   2016 2015 Change
Other Expense
   Amount Percentage of
Revenue Amount Percentage of
Revenue Amount %
   (in thousands, except percentages)
Interest income, net
   $ 99 —   % $ 6 —   % $ 93 nm %
Interest expense
   (63 ) —   (96 ) —   33 (34 )
Other expense, net
   (634 ) —   (168 ) —   (466 ) 277


Total
   $ (598 ) —   % $ (258 ) —   % $ (340 ) 132 %

~~nm – not meaningful~~

~~During 2016, interest income, net, increased by $93,000 compared to 2015. The increase is~~cash in 2023 was primarily due to ~~a higher average cash balance as interest~~the decrease in net income, ~~is generated from~~which was the ~~investment of our cash balances, less related bank fees.~~

The interest expense during 2016 is primarily comprised of interest paid on capital leases and an equipment financing. The increase in other expenses, net is primarily due to a gain of $871,000 in 2015 upon the return of shares from escrow in connection with a business combination. This increase is offset in part by a decrease of $413,000 in foreign currency exchange losses that are recorded upon collection of foreign denominated accounts receivable.

~~Provision for Income Taxes~~

Year Ended December 31,
2016 2015 Change
Provision for Income Taxes
Amount Percentage of
Revenue Amount Percentage of
Revenue Amount %
(in thousands, except percentages)
Provision for income taxes
$ 410 — % $ 391 — % $ 19 5 %

~~During 2016 and 2015, the provision for income taxes was primarily comprised of income tax expenses related to foreign jurisdictions.~~

~~Liquidity and Capital Resources~~

In connection with our initial public offering in February 2012, we received aggregate proceeds of approximately $58.8 million, including the proceeds from the underwriters’ exercise of their overallotment option, net of underwriters’ discounts and commissions, but before deducting offering expenses of approximately $4.3 million. Prior to our initial public offering, we funded our operations primarily through private placements of preferred and common stock, as well as through borrowings of $7.0 million under our bank credit facilities. In February 2012, we repaid the $7.0 million balance under our bank credit facilities. Allresult of the ~~preferred stock was converted into shares of our common stock~~decrease in ~~connection with our initial public offering.~~

   Year Ended December 31,
Condensed Consolidated Statements of Cash Flow Data
   2017    2016    2015
   (in thousands)
Purchases of property and equipment
   $ (1,102 )    $ (1,307 )    $ (1,390 )
Depreciation and amortization
   7,257    7,796    8,687
Cash flows (used in) provided by operating activities
   (6,441 )    11,077    9,081
Cash flows used in investing activities
   (4,112 )    (5,293 )    (2,846 )
Cash flows (used in) provided by financing activities
   (544 )    3,633    (1,412 )

~~Cash and cash equivalents.~~

total revenue compared to 2022. Our cash and cash equivalents at December 31, ~~2017~~2023 were held for working capital purposes and were invested primarily in money market funds. We do not enter into investments for trading or speculative purposes. At December 31, ~~2017~~2023 and ~~2016,~~2022, we had ~~$7.8~~$8.3 million and ~~$5.9~~$12.1 million, respectively, of cash and cash equivalents held by subsidiaries in international locations, including subsidiaries located in Japan and the United Kingdom. As a result of changes in tax law, these earnings can be repatriated to the United Statestax-free but ~~will~~could still be subject to foreign withholding taxes. ~~The Company is still~~During the year ended December 31, 2023, we paid $1.7 million of cash consideration held back to sellers for the satisfaction of certain representations and warranties in relation to the ~~process~~acquisition of ~~analyzing the impact of the Tax Cuts and Jobs Act on its indefinite reinvestment assertion.~~Wicket Labs. 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.

Year Ended December 31,

Condensed Consolidated Statements of Cash Flow Data

2023

2022

2021

(in thousands)

Cash flows provided by operating activities

4,505

25,421

19,563

Cash flows used in investing activities

(15,650
)

(37,767
)

(10,842
)
Cash flows (used in) provided by financing activities

(2,030
)

(83
)

702

47

Accounts receivable, net.

Our accounts receivable balance fluctuates from period to period, which affects our cash flow from operating activities. The fluctuations vary depending on the timing of our billing activity, cash collections, and changes to our allowance for doubtful accounts. In many instances we receive cash payment from a customer prior to the time we are able to recognize revenue on a transaction. We record these payments as deferred revenue, which has a positive effect on our accounts receivable balances. We use days’ sales outstanding, or DSO, calculated on a quarterly basis, as a measurement of the quality and status of our receivables. We define DSO as (a) accounts receivable, net of allowance for doubtful accounts, divided by total revenue for the most recent quarter, multiplied by (b) the number of days in that quarter. DSO was 59 days at December 31, 2017 and 53 days at December 31, 2016.

Cash flows ~~(used in)~~ provided by operating activities.

Cash ~~used in~~provided by operating activities consists primarily of net ~~loss~~income adjusted for certainnon-cash items including depreciation and amortization, stock-based compensation expense, the provision for bad debts and the effect of changes in working capital and other activities. Cash ~~used in~~provided by operating activities during the year ended December 31, ~~2017~~2023 was ~~$6.4~~$4.5 million. The cash ~~flows used in~~flow provided by operating activities primarily resulted from net ~~losses~~non-cash charges of ~~$19.5~~$30.6 million ~~and~~offset by changes in our operating assets and liabilities of ~~$1.6 million, partially offset by netnon-cash~~ ~~charges of $14.7 million. Uses of cash included increases in accounts receivable and prepaid expenses of $3.8~~$3.2 million and ~~$1.5 million, respectively, and~~ a ~~decrease in accrued expense~~net loss of ~~$2.9~~$22.9 million. ~~These outflows were offset in part by increases in deferred revenue and accounts payable of $4.7 million and $1.8 million, respectively.~~ Netnon-cash expenses consisted ~~primarily~~ of ~~$7.3~~$13.9 million for stock-based compensation, $16.5 million for depreciation and amortization, ~~expense~~ and ~~$7.2~~$162,000 for provision for reserves on accounts receivable. Cash inflows from changes in our operating assets and liabilities consisted primarily of a decrease in prepaid expenses and other current assets of $1.6 million, ~~for stock-based compensation expense.~~a decrease in other assets of $1.3 million, an increase in accounts payable of $3.3 million, and an increase in deferred revenue of $6.7 million. These inflows were offset by an increase in accounts receivable of $7.7 million, a decrease in accrued expenses of $8.0 million, and operating leases of $409,000. The decrease in cash flow provided by operating activities during the year ended December 31, 2023 compared to the prior period is primarily due to the increase in net loss.

Cash flows used in investing activities.

Cash used in investing activities during the year ended December 31, ~~2017~~2023 was ~~$4.1~~$15.7 million, consisting primarily of ~~$3.0~~$12.5 million for the capitalization ofinternal-use software costs and ~~$1.1~~$3.1 million in capital expenditures to support the business. The decrease in cash flows used in investing activities is primarily due to the acquisition of Wicket Labs in 2022.

Cash flows ~~(used in) provided by~~used in financing activities.

Cash used in financing activities for the year ended December 31, ~~2017~~2023 was ~~$545,000, consisting of~~$2.0 million, primarily from deferred acquisition payments ~~under capital lease obligation, equipment~~and other financing ~~and withholding tax on RSU vesting of $489,000, $307,000 and $269,000, respectively, offset in part by the proceeds received on the exercise of common stock options of $520,000.~~

activities.

Credit ~~facility borrowings.~~facility.

On November ~~19, 2015,~~1, 2023, we entered into ana loan modification agreement to our existing amended and restated loan and security agreement with a lender (the “Loan Agreement”), for the extension of the maturity date of amounts due under the Second Restated Loan Agreement until three years from the date of the Loan Agreement, providing for up to a ~~$20.0~~$30.0 million ~~asset based~~asset-based line of credit (the “Line of Credit”). ~~Under the Line of Credit, we can borrow up to $20.0 million.~~ Borrowings under the Line of Credit are secured by substantially all of our assets, excluding our intellectual property. Outstanding amounts under the Line of Credit accrue interest at a rate equal to the prime rate or the LIBOR rate plus 2.5%. Under the Loan Agreement, we must comply with certain financial covenants, including maintaining a minimum asset coverage ratio. If the outstanding principal during any month is at least $15.0 million, the Company must also maintain a minimum net income threshold based~~on non-GAAP operating~~ measures. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the Line of Credit to declare all amounts borrowed under the Line of Credit, together with accrued interest and fees, to be immediately due and payable. We were in compliance with all covenants under the Line of Credit as of December 31, ~~2017.~~

~~On December 31, 2015,~~2023. As we have not drawn on the ~~Company entered into an equipment financing agreement with a lender (the “December 2015 Equipment Financing Agreement”) to finance the purchase~~Line of $604,000 in computer equipment. In February 2016, the Company drew down $604,000 under the December 2015 Equipment Financing Agreement, and the liability was recorded at fair value using a market interest rate. The Company repaid its obligation over a two year period through January 2018, and the amountCredit, there are no amounts outstanding ~~was $26,000~~ as of December 31, ~~2017.~~2023.

Net operating loss carryforwards.

As of December 31, ~~2017, we~~2023, the Company had federal ~~and state~~ net operating losses of approximately ~~$161.9~~$154.0 million, ~~and $66.7~~of which $108.3 million ~~respectively, which~~ are available to offset future taxable income, if any, through ~~2037. We~~2037 and $45.7 million which are available to offset future taxable income indefinitely. As of December 31, 2023, the Company had state net operating losses of approximately $76.5 million, of which $73.4 million are available to offset future taxable income, if any, through 2041 and $3.1 million which are available to offset future taxable income indefinitely. The Company also had federal and state research and development tax credits of ~~$6.1~~$10.7 million and ~~$3.9~~$6.3 million, respectively, which expire in various amounts through ~~2037. Our~~2043. The net operating loss and tax credit amounts are subject to annual limitations under Section 382 change of ownership rules ofunder the U.S. Internal Revenue Code of 1986, as amended. We completed an assessment to determine whether there may have been a Section 382 ownership change and determined that it is more likely than not that our net operating and tax credit amounts as disclosed are not subject to any material Section 382 limitations.

In assessing our ability to utilize our net deferred tax assets, we considered whether it is more likely than not that some portion or all of our net deferred tax assets will not be realized. Based upon the level of our historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, we believe it is more likely than not that we will not realize the benefits of these deductible differences. Accordingly, we have provided a valuation allowance against our U.S. deferred tax assets as of December 31, ~~2017~~2023 and ~~2016.~~2022.

Based upon the level of historical income in Japan and future projections, we believe it is probable that we will realize the benefits of our future deductible differences. As such, we have not provided a valuation allowance against out net deferred tax assets as of December 31, 2017 and 2016.48

Contractual Obligations and Commitments

Our principal commitments consist primarily of obligations under our leases for our office space and contractual commitments for ~~capital leases and equipment financing as well as~~ content delivery network services, hosting and other support services. During 2022 and 2023 we renewed and amended agreements with our primary providers of content delivery network services, hosting and other support services. The terms of the agreements comprised, respectively: 1) a minimum commitment of $93.2 million over three years and 2) a minimum commitment of $6.6 million over two years. As of December 31, 2023, we had operating lease obligations of $21.8 million, with $3.3 million payable within 12 months. As of December 31, 2023, we had outstanding purchase obligations of $55.2 million, with $37.9 payable within 12 months. Other than these lease obligations and contractual commitments, we do not have commercial commitments under lines of credit, standby repurchase obligations or other such debt arrangements. The following table summarizes these contractual obligations at December 31, ~~2017:~~2023:


	Payment Due by Period										Payment Due by Period
	Total		Less than 1 Year		1- 3 Years		3 - 5 Years		More than 5 Years
(in thousands)											Total		Less than 1 Year		More than 1 Year
Operating lease obligations	$	29,597	$	8,384	$	12,155	$	6,964	$	2,094	$	21,844	$	3,302	$	18,542
Capital lease obligations		231		231		—		—		—
Outstanding purchase obligations		23,829		15,833		7,996		—		—		55,239		37,891		17,348

Total	$	53,657	$	24,448	$	20,151	$	6,964	$	2,094	$	77,083	$	41,193	$	35,890

Anticipated Cash Flows

We expect to incur significant operating costs, particularly related to services delivery costs, sales and marketing and research and development, for the foreseeable future in order to execute our business plan. We anticipate that such operating costs, as well as planned capital expenditures will constitute a material use of our cash resources. As a result, our net cash flows will depend heavily on the level of future sales, changes in deferred revenue and our ability to manage infrastructure costs.

We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditures for at least the next 12 months. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, our introduction of new products and enhancements, and our expansion of sales and marketing and product development activities. To the extent that our cash and cash equivalents, ~~short and long-term investments~~ and cash flow from operating activities are insufficient to fund our future activities, we may need to raise additional funds through bank credit arrangements or public or private equity or debt financings. We also may need to raise additional funds in the event we determine in the future to acquire businesses, technologies and products that will complement our existing operations. We have an existing loan and security agreement with a lender which provides for up to a $30.0 million asset-backed line of credit which expires on November 1, 2026. In the event funding is required, we may not be able to obtain additional bank credit arrangements or equity or debt financing on terms acceptable to us or at all.

~~Off-Balance~~ ~~Sheet Arrangements~~

~~We do not have any special purpose entities oroff-balance~~ ~~sheet arrangements.~~

Recent Accounting Pronouncements

For information on recent accounting pronouncements, see Recently Issued and Adopted Accounting Standards in the notes to the ~~condensed~~ consolidated financial statements appearing elsewhere in this Annual Report on Form10-K.

~~ITEM 7A.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign exchange risks, interest rate and inflation.

Financial instruments

Financial instruments meeting fair value disclosure requirements consist of cash equivalents, accounts receivable and accounts payable. The fair value of these financial instruments approximates their carrying amount.

Foreign currency exchange risk

Our results of operations 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. Except for revenue transactions in Japan, we enter into transactions directly with substantially all of our foreign customers.

Percentage of revenues and expenses in foreign currency is as follows:


	Twelve Months Ended December 31,						Twelve Months Ended December 31,
	2017			2016			2023			2022
Revenues generated in locations outside the United States		45	%		42	%		45	%		47	%
Revenues in currencies other than the United States dollar (1)		29	%		28	%		25	%		27	%
Expenses in currencies other than the United States dollar (1)		15	%		15	%		17	%		16	%

~~(1)~~

~~Percentage of revenues and expenses denominated in foreign currency for the years ended December 31, 2017 and 2016:~~

(1)

Percentage of revenues and expenses denominated in foreign currency for the years ended December 31, 2023 and 2022:


	Twelve Months Ended December 31, 2017						Twelve Months Ended December 31, 2023
	Revenues			Expenses			Revenues			Expenses
Euro		6	%		1	%		6	%		1	%
British pound		7			6			6	%		6	%
Japanese Yen		11			4			10	%		2	%
Other		5			4			3	%		8	%

Total		29	%		15	%		25	%		17	%


	Twelve Months Ended December 31, 2016						Twelve Months Ended December 31, 2022
	Revenues			Expenses			Revenues			Expenses
Euro		7	%		2	%		8	%		1	%
British pound		7			6			6	%		5	%
Japanese Yen		10			4			10	%		2	%
Other		4			3			3	%		8	%

Total		28	%		15	%		27	%		16	%

As of December 31, ~~2017~~2023 and ~~2016,~~2022, we had ~~$7.3~~$6.6 million and ~~$5.6~~$6.9 million, respectively, of receivables denominated in currencies other than the U.S. dollar. We also maintain cash accounts denominated in currencies other than the local currency, which exposes us to foreign exchange rate movements.

In addition, although our foreign subsidiaries have intercompany accounts that are eliminated upon consolidation, these accounts expose us to foreign currency exchange rate fluctuations. Exchange rate fluctuations on short-term intercompany accounts are recorded in our consolidated statements of operations under “other (expense) income, ~~(expense),~~ net”, while exchange rate fluctuations on long-term intercompany accounts are recorded ~~in our consolidated balance sheets under “accumulated~~as a component of other comprehensive ~~income” in stockholders’ equity,~~(loss) income, as they are considered part of our net ~~investment and hence do not give rise to gains or losses.~~

investment.

Currently, our largest foreign currency exposures are the euro and British pound primarily because our European operations have a higher proportion of our local currency denominated ~~expenses.~~expenses, in addition to the Japanese Yen as result of our ongoing operations in Japan. Relative to foreign currency exposures existing at December 31, ~~2017,~~2023, a ~~10%~~20% unfavorable movement in foreign currency exchange rates would expose us to significant losses in earnings or cash flows or significantly diminish the fair value of our foreign currency financial instruments. For the year ended December 31, ~~2017,~~2023, we estimated that a ~~10%~~20% unfavorable movement in foreign currency exchange rates would have decreased revenues by ~~$4.5~~$9.9 million, decreased expenses by ~~$2.6~~$7.7 million and ~~decreased~~increased operating ~~income~~losses by ~~$1.9~~$2.2 million. The estimates used assume that all currencies move in the same direction at the same time and the ratio ofnon-U.S. dollar denominated revenue and expenses to U.S. dollar denominated revenue and expenses does not change from current levels. Since a portion of our revenue is deferred revenue that is recorded at different foreign currency exchange rates, the impact to revenue of a change in foreign currency exchange rates is recognized over time, and the impact to expenses is more immediate, as expenses are recognized at the current foreign currency exchange rate in effect at the time the expense is incurred. All of the potential changes noted above are based on sensitivity analyses performed on our financial results as of December 31, ~~2017 and 2016.~~2023.

Interest rate risk

We had ~~unrestricted~~ cash and cash equivalents totaling ~~$26.1~~$18.6 million at December 31, ~~2017.~~2023. Cash and cash equivalents were invested primarily in money market funds and are held for working capital purposes. We do not use derivative financial instruments in our investment portfolio. Declines in interest rates, however, would reduce future interest income. We incurred $26,000 and $63,000 of interest expense during the years ended December 31, 2017 and 2016, respectively, related to interest paid on capital leases and an equipment financing. While we continue to incur interest expense in connection with our capital leases and equipment financing, the interest expense is fixed and not subject to changes in market interest rates. In the event that we borrow under our line of credit, ~~which bears interest at the prime rate or the LIBOR rate plus the LIBOR rate margin,~~ the related interest expense recorded would be subject to changes in the rate of interest.

~~Inflation risk~~

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.50


Item 8.	Financial Statements and Supplementary Data

Brightcove Inc.

Index to Consolidated Financial Statements


	Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)		~~F-1~~	F-2
Consolidated Balance Sheets as of December 31, ~~2017~~2023 and ~~2016~~2022		~~F-2~~	F-4
Consolidated Statements of Operations for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~2021		~~F-3~~	F-5
Consolidated Statements of Comprehensive ~~Loss~~ (Loss) Income for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~2021		~~F-4~~	F-6
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~2021		~~F-5~~	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~2021		~~F-6~~	F-8
Notes to Consolidated Financial Statements		~~F-7~~	F-9

F-1

Report of Independent Registered Public Accounting Firm

To the ~~Shareholders~~Stockholders and the

Board of Directors of Brightcove Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brightcove Inc. (the Company) as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of operations, comprehensive ~~loss,~~(loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2017,~~2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2017~~2023 and ~~2016,~~2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2023, in conformity with U.S. generally accepted accounting ~~principles.~~principles

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2017,~~2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February ~~28, 2018~~22, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are nerot, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


		Revenue Recognition – Variable Consideration
Description of the Matter		As described in the footnotes of the consolidated financial statements, specifically, “Summary of Significant Accounting Policies,” the Company’s contracts contain transaction prices with variable amounts of consideration related to usage-based fees. The Company estimates the revenue pertaining to a customer’s usage that is expected to exceed the contractual entitlement allowance, after consideration of any constraints, which is recognized ratably over the service period. Auditing the Company's measurement of variable consideration is especially challenging and subjective because estimating customers usage involves assessing a large volume of contracts and subjective management assumptions related to estimated future usage. Changes in assumptions of estimated future usage can have a material effect on the amount of revenue recognized in the period.
How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls over the assessment and recording of variable consideration including the Company’s evaluation of potential estimated future usage at the contract level including the impacts of any constraints. We identified and tested controls used for the accumulation of the actual usage to date as well as the assessment of the estimated forecasted usage and related impacts of any constraints.

F-2


		To test variable consideration, our audit procedures included, amongst others, testing the completeness and accuracy of the underlying data used in the Company’s calculation. This included, for a sample of contracts, agreeing the entitlement allowances to the underlying contracts and agreeing the actual usage to the underlying system of record. To assess management’s variable consideration assumptions, for a sample of contracts, we tested management’s estimated usage over the contractual entitlement allowance by comparing the entitlement and usage rates to actual customer experience, interviewed account managers to understand the actual and expected usage, and evaluated the impacts of any related constraints. We also tested the Company’s historical lookback analysis on a sample basis. Lastly, we performed sensitivity analyses to evaluate how the changes in management’s assumptions of future usage based on historical trends could affect revenue recognized.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2010.

Boston, Massachusetts

February ~~28, 2018~~22, 2024

F-3

Brightcove Inc.

Consolidated Balance Sheets


	December 31,						December 31,
	2017			2016			2023			2022
	(in thousands, except share and per share data)						(in thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents	$	26,132		$	36,813		$	18,615		$	31,894
Accounts receivable, net of allowance of $146 and $154 at December 31, 2017 and December 31, 2016, respectively		25,236			21,575
Accounts receivable, net of allowance of $210 and $294 at December 31, 2023 and December 31, 2022, respectively								33,451			26,004
Prepaid expenses		3,991			3,729			6,569			8,700
Other current assets		3,045			2,168			11,764			10,722

Total current assets		58,404			64,285			70,399			77,320
Property and equipment, net		9,143			9,264			42,476			39,677
Operating lease right-of-use asset								16,233			18,671
Intangible assets, net		8,236			10,970			6,368			10,279
Goodwill		50,776			50,776			74,859			74,859
Deferred tax asset		87			121
Other assets		969			1,008			5,772			7,007

Total assets	$	127,615		$	136,424		$	216,107		$	227,813

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	6,142		$	5,327		$	14,422		$	11,326
Accrued expenses		13,621			15,705			17,566			26,877
Capital lease liability		228			489
Equipment financing		26			307
Operating lease liability								4,486			4,157
Deferred revenue		39,370			34,665			68,155			61,597

Total current liabilities		59,387			56,493			104,629			103,957
Deferred revenue, net of current portion		244			91
Operating lease liability, net of current portion								17,358			20,528
Other liabilities		1,228			1,644			207			981

Total liabilities		60,859			58,228			122,194			125,466
Commitments and contingencies(Note 5)
Commitments and contingencies (Note 9)
Stockholders’ equity:
Undesignated preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued		—			—			—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 34,933,408 and 34,143,148 shares issued at December 31, 2017 and 2016, respectively		35			34
Common stock, $0.001 par value; 100,000,000 shares authorized; 43,833,919 and 42,449,677 shares issued at December 31, 2023 and 2022, respectively								44			42
Additionalpaid-in capital		238,700			230,788			328,918			314,825
Treasury stock, at cost; 135,000 shares		(871	)		(871	)		(871	)		(871	)
Accumulated other comprehensive loss		(809	)		(1,172	)		(1,236	)		(1,593	)
Accumulated deficit		(170,299	)		(150,583	)		(232,942	)		(210,056	)

Total stockholders’ equity		66,756			78,196			93,913			102,347

Total liabilities and stockholders’ equity	$	127,615		$	136,424		$	216,107		$	227,813

See accompanying notes.

F-4

Brightcove Inc.

Consolidated Statements of Operations


	Year Ended December 31,									Year Ended December 31,
	2017			2016			2015			2023			2022			2021
	(in thousands, except per share data)									(in thousands, except per share data)
Revenue:
Subscription and support revenue	$	143,159		$	142,022		$	131,010		$	192,461		$	204,091		$	198,929
Professional services and other revenue		12,754			8,244			3,696			8,726			6,917			12,164

Total revenue		155,913			150,266			134,706			201,187			211,008			211,093
Cost of revenue:^{(1) (2)}
Cost of revenue:
Cost of subscription and support revenue		50,664			48,011			41,735			68,244			69,935			62,773
Cost of professional services and other revenue		13,954			7,836			4,742			9,109			7,138			10,255

Total cost of revenue		64,618			55,847			46,477			77,353			77,073			73,028

Gross profit		91,295			94,419			88,229			123,834			133,935			138,065
Operating expenses:^{(1) (2)}
Operating expenses:
Research and development		31,850			30,171			29,302			37,202			33,524			31,718
Sales and marketing		57,294			54,038			45,795			72,410			73,997			71,177
General and administrative		21,847			19,167			19,862			35,556			32,550			29,261
Merger-related		—			21			201			307			747			300

Other expense (benefit)											—			1,149			(1,965	)
Total operating expenses		110,991			103,397			95,160			145,475			141,967			130,491

Loss from operations		(19,696	)		(8,978	)		(6,931	)
Other income (expense):
(Loss) income from operations											(21,641	)		(8,032	)		7,574
Other (expense) income, net
Interest income		124			99			6			176			103			5
Interest expense		(26	)		(63	)		(96	)		(26	)		—			—
Other income (expense), net		449			(634	)		(168	)
Other expense, net											(230	)		(1,138	)		(1,380	)
Total other (expense) income, net											(80	)		(1,035	)		(1,375	)
(Loss) income before income taxes											(21,721	)		(9,067	)		6,199
Provision (benefit) for income taxes											1,165			(52	)		802
Net (loss) income										$	(22,886	)	$	(9,015	)	$	5,397
Net (loss) income per share
Basic										$	(0.53	)	$	(0.22	)	$	0.13
Diluted										$	(0.53	)	$	(0.22	)	$	0.13
Weighted-average number of common shares used in computing net (loss) income per share
Basic											43,128			41,831			40,717
Diluted											43,128			41,831			42,200

Total other income (expense), net		547			(598	)		(258	)

Loss before income taxes		(19,149	)		(9,576	)		(7,189	)
Provision for income taxes		370			410			391

Net loss	$	(19,519	)	$	(9,986	)	$	(7,580	)

Net loss per share — basic and diluted	$	(0.57	)	$	(0.30	)	$	(0.23	)

Weighted-average number of common shares used in computing net loss per share — basic and diluted		34,376			33,189			32,598

(1) Stock-based compensation included in above line items:
Cost of subscription and support revenue	$	439		$	324		$	181
Cost of professional services and other revenue		251			217			181
Research and development		1,563			1,275			1,392
Sales and marketing		2,750			2,320			2,155
General and administrative		2,240			1,876			2,105
(2) Amortization of acquired intangible assets included in above line items:
Cost of subscription and support revenue	$	2,031		$	2,031		$	2,031
Research and development		11			126			126
Sales and marketing		692			959			955

See accompanying notes.

F-5

Brightcove Inc.

Consolidated Statements of Comprehensive ~~Loss~~(Loss) Income


	Year Ended December 31,									Year Ended December 31,
	2017			2016			2015			2023			2022			2021
	(in thousands)									(in thousands)
Net loss	$	(19,519	)	$	(9,986	)	$	(7,580	)
Net (loss) income										$	(22,886	)	$	(9,015	)	$	5,397
Other comprehensive (loss) income:
Foreign currency translation adjustments		363			(284	)		(112	)		357			(931	)		(474	)

Comprehensive loss	$	(19,156	)	$	(10,270	)	$	(7,692	)

Comprehensive (loss) income										$	(22,529	)	$	(9,946	)	$	4,923

See accompanying notes.

F-6

Brightcove Inc.

Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Income Accumulated
Deficit Total
Stockholders’
Equity

Common Stock Treasury Stock
Shares Par Value Shares Value
Balance at December 31, 2014
32,424,554 $ 32 $ 214,524 —   $ —   $ (776 ) $ (133,017 ) $ 80,763
Issuance of common stock upon exercise of stock options
58,449 —   129 —   —   —   —   129
Issuance of common stock pursuant to restricted stock units
327,628 1 —   —   —   —   —   1
Return of common stock issued pursuant to settlement agreement
—   —   (135,000 ) (871 ) —   —   (871 )
Withholding tax on restricted stock units vesting
—   —   (209 ) —   —   —   —   (209 )
Stock-based compensation expense
—   —   6,014 —   —   —   —   6,014
Foreign currency translation adjustment
—   —   —   —   —   (112 ) —   (112 )
Net loss
—   —   —   —   —   —   (7,580 ) (7,580 )

Balance at December 31, 2015
32,810,631 33 220,458 (135,000 ) (871 ) (888 ) (140,597 ) 78,135
Issuance of common stock upon exercise of stock options
886,085 1 4,554 —   —   —   —   4,555
Issuance of common stock pursuant to restricted stock units
425,904 —   —   —   —   —   —   —
Withholding tax on restricted stock units vesting
—   —   (405 ) —   —   —   —   (405 )
Stock-based compensation expense
—   —   6,181 —   —   —   —   6,181
Issuance of common stock upon net exercise of stock warrants
20,528 —
Foreign currency translation adjustment
—   —   —   —   —   (284 ) —   (284 )
Net loss
—   —   —   —   —   —   (9,986 ) (9,986 )

Balance at December 31, 2016
34,143,148 34 230,788 (135,000 ) (871 ) (1,172 ) (150,583 ) 78,196
Issuance of common stock upon exercise of stock options
229,127 —   520 —   —   —   —   520
Issuance of common stock pursuant to restricted stock units
561,133 1 (1 ) —   —   —   —   —
Withholding tax on restricted stock units vesting
—   —   (268 ) —   —   —   —   (268 )
Stock-based compensation expense
—   —   7,464 —   —   —   —   7,464
Impact of adoption of ASU2016-09 as of January 1, 2017
—   —   197 —   —   —   (197 ) —
Foreign currency translation adjustment
—   —   —   —   —   363 —   363
Net loss
—   —   —   —   —   —   (19,519 ) (19,519 )

Balance at December 31, 2017
34,933,408 $ 35 $ 238,700 (135,000 ) $ (871 ) $ (809 ) $ (170,299 ) $ 66,756


	Year Ended December 31,
	2023			2022			2021
	(in thousands, except share data)
Shares of common stock issued
Balance, beginning of period		42,449,677			41,384,643			40,152,021
Common stock issued upon acquisition		—			212,507			—
Issuance of common stock upon exercise of stock options and pursuant to restricted stock units		1,384,242			852,527			1,232,622
Balance, end of period		43,833,919			42,449,677			41,384,643
Shares of treasury stock
Balance, beginning of period		(135,000	)		(135,000	)		(135,000	)
Balance, end of period		(135,000	)		(135,000	)		(135,000	)
Par value of common stock issued
Balance, beginning of period	$	42		$	41		$	40
Common stock issued upon acquisition		—			—			—
Issuance of common stock upon exercise of stock options and pursuant to restricted stock units		2			1			1
Balance, end of period	$	44		$	42		$	41
Value of treasury stock
Balance, beginning of period	$	(871	)	$	(871	)	$	(871	)
Balance, end of period	$	(871	)	$	(871	)	$	(871	)
Additional paid-in capital
Balance, beginning of period	$	314,825		$	298,793		$	287,059
Issuance of common stock upon exercise of stock options and pursuant to restricted stock units, net of tax		(1	)		(84	)		1,175
Stock-based compensation expense		14,425			14,129			10,559
Withholding tax on restricted stock		(331	)		—			—
Common stock issued upon acquisition		—			1,987			—
Balance, end of period	$	328,918		$	314,825		$	298,793
Accumulated deficit
Balance, beginning of period	$	(210,056	)	$	(201,041	)	$	(206,438	)
Net (loss) income		(22,886	)		(9,015	)		5,397
Balance, end of period	$	(232,942	)	$	(210,056	)	$	(201,041	)
Accumulated other comprehensive loss
Balance, beginning of period	$	(1,593	)	$	(662	)	$	(188	)
Foreign currency translation adjustment		357			(931	)		(474	)
Balance, end of period	$	(1,236	)	$	(1,593	)	$	(662	)
Total stockholders’ equity	$	93,913		$	102,347		$	96,260

See accompanying notes.

F-7

Brightcove Inc.

Consolidated Statements of Cash Flows


	Year Ended December 31,									Year Ended December 31,
	2017			2016			2015			2023			2022			2021
	(in thousands)									(in thousands)
Operating activities
Net loss	$	(19,519	)	$	(9,986	)	$	(7,580	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Net (loss) income										$	(22,886	)	$	(9,015	)	$	5,397
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		7,257			7,796			8,687			16,536			10,696			8,322
Stock-based compensation		7,243			6,012			6,014			13,899			13,548			9,968
Deferred income taxes		38			(47	)		(27	)
Provision for reserves on accounts receivable		203			230			408			162			118			159
Loss on disposal of equipment		—			155			68
Gain from settlement of escrow claim		—			—			(871	)
Changes in assets and liabilities:
Accounts receivable		(3,811	)		(559	)		(157	)		(7,707	)		4,227			(846	)
Prepaid expenses and other current assets		(1,484	)		(894	)		680			1,565			(1,216	)		1,281
Other assets		56			(299	)		(256	)		1,328			(348	)		(1,437	)
Accounts payable		1,758			733			1,751			3,294			120			(683	)
Accrued expenses		(2,930	)		3,172			137			(7,950	)		2,397			(5,209	)
Operating leases											(409	)		5,503			(634	)
Deferred revenue		4,748			4,764			227			6,673			(609	)		3,245

Net cash (used in) provided by operating activities		(6,441	)		11,077			9,081
Net cash provided by operating activities											4,505			25,421			19,563
Investing activities
Cash paid for purchase of intangible asset		—			(300	)		—
Purchases of property and equipment, net of returns(Note 2)		(1,102	)		(1,307	)		(1,390	)
Cash paid for acquisition, net of cash acquired											—			(13,215	)		(2,000	)
Purchases of property and equipment											(3,120	)		(10,727	)		(2,205	)
Capitalizedinternal-use software costs		(3,010	)		(3,887	)		(1,456	)		(12,530	)		(13,825	)		(6,637	)
Decrease in restricted cash		—			201			—

Net cash used in investing activities		(4,112	)		(5,293	)		(2,846	)		(15,650	)		(37,767	)		(10,842	)
Financing activities
Proceeds from exercise of stock options		520			4,555			129			—			177			2,846
Payments of withholding tax on RSU vesting		(268	)		(405	)		(209	)
Proceeds from equipment financing		—			604			1,704
Payments on equipment financing(Note 8)		(307	)		(271	)		(1,704	)
Payments under capital lease obligation		(489	)		(850	)		(1,332	)

Deferred acquisitions payments											(1,700	)		—			(475	)
Other financing activities											(330	)		(260	)		(1,669	)
Net cash (used in) provided by financing activities		(544	)		3,633			(1,412	)		(2,030	)		(83	)		702
Effect of exchange rate changes on cash and cash equivalents		416			(241	)		(102	)		(104	)		(1,416	)		(1,156	)

Net (decrease) increase in cash and cash equivalents		(10,681	)		9,176			4,721
Net decrease in cash and cash equivalents											(13,279	)		(13,845	)		8,267
Cash and cash equivalents at beginning of period		36,813			27,637			22,916			31,894			45,739			37,472

Cash and cash equivalents at end of period	$	26,132		$	36,813		$	27,637		$	18,615		$	31,894		$	45,739

Supplemental disclosure of cash flow information
Cash paid for operating lease liabilities										$	3,686		$	1,842		$	4,277
Cash paid for income taxes	$	500		$	351		$	263		$	1,372		$	671		$	737

Cash paid for interest	$	26		$	63		$	96		$	23		$	—		$	—

Supplemental disclosure ofnon-cash operating activities
Capitalization of stock-based compensation related to internal use software	$	221		$	169		$	—		$	527		$	580		$	593

Supplemental disclosure ofnon-cash investing and financing activities
Unpaidinternal-use software costs	$	28		$	20		$	38		$	210		$	1,213		$	446

Fair value of shares issued for acquisition of a business										$	—		$	1,987		$	—
Unpaid purchases of property and equipment	$	138		$	83		$	1,177		$	714		$	267		$	25

See accompanying notes.

F-8

Brightcove Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~2021

(in thousands, except share and per share data, unless otherwise noted)

Business Description

Brightcove Inc. (the Company) is a ~~leading~~ global provider of cloud services for video which enable its customers to publish and distribute video to Internet-connected devices quickly, easily and in a cost-effective and high-quality manner.

The Company is headquartered in Boston, Massachusetts and was incorporated in the state of Delaware on August 24, 2004. At December 31, 2017, the Company had nine wholly-owned subsidiaries: Brightcove UK Ltd, Brightcove Singapore Pte. Ltd., Brightcove Korea, Brightcove Australia Pty Ltd, Brightcove Holdings, Inc., Brightcove Kabushiki Kaisha (Brightcove KK), Zencoder Inc. (Zencoder), Brightcove~~FZ-LLC,~~ ~~and Cacti Acquisition LLC.~~

2. Summary of Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the consolidated financial statements.

The Company believes that a significant accounting policy is one that is both important to the portrayal of the Company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as the result of the need to make estimates about the effect of matters that are inherently uncertain.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB).

Use of Estimates and Uncertainties

The preparation of financial statements in conformity with GAAP requires management 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 expensed during the reporting period.

Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition and ~~revenue reserves, allowances for doubtful accounts,~~variable consideration, contingent liabilities, ~~the expensing and capitalization of research and development costs forinternal-use~~ ~~software,~~ intangible asset valuations, ~~amortization periods, expected future cash flows used to evaluate the recoverability of long-lived assets, the determination of the fair value of stock awards issued, stock-based compensation expense,~~ and the ~~recoverability~~realizability of the Company’s ~~net~~ deferred tax ~~assets and related valuation allowance.~~assets.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the

circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made.

The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, customers switching to in-house solutions, customer concentration, management of international activities, protection of proprietary rights, patent litigation, and dependence on key individuals.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

~~Subsequent Events Considerations~~

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events.

Foreign Currency Translation

The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is the local currency of each subsidiary. All assets and liabilities in the balance sheets of entities whose functional currency is a

F-9

currency other than the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: (1) asset and liability accounts atperiod-end rates, (2) income statement accounts at weighted-average exchange rates for the period, and (3) stockholders’ equity accounts at historical exchange rates. The resulting translation adjustments are excluded from income (loss) and reflected as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in net loss for the period. The Company may periodically have certain intercompany foreign currency transactions that are deemed to be of a long-term investment nature; exchange adjustments related to those transactions are made directly to other comprehensive loss, a separate component of stockholders’ equity.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Management determines the appropriate classification of investments at the time of purchase, andre-evaluates such determination at each balance sheet date. The Company did ~~not~~not have any short-term or long-term investments at December 31, ~~2017~~2023 or ~~2016.~~

2022. Cash and cash equivalents primarily consist of cash on deposit with banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value.

Property and Equipment

~~Cash~~Property and ~~cash equivalents as of December 31, 2017~~equipment are recorded at cost and ~~2016 consist~~depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the ~~following:~~lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, are removed from the accounts, and any resulting gain or loss is included in the determination of net income or loss in the period of retirement. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements are capitalized as additions to property and equipment.

The Company estimates the useful life of property and equipment as follows:

   December 31, 2017
Description
   Contracted
Maturity    Amortized Cost    Fair Market
Value    Balance Per
Balance
Sheet
Cash
   Demand    $ 17,972    $ 17,972    $ 17,972
Money market funds
   Demand    8,160    8,160    8,160






Total cash and cash equivalents
      $ 26,132    $ 26,132    $ 26,132

   December 31, 2016
Description
   Contracted
Maturity    Amortized Cost    Fair Market
Value    Balance Per
Balance
Sheet
Cash
   Demand    $ 23,942    $ 23,942    $ 23,942
Money market funds
   Demand    12,871    12,871    12,871






Total cash and cash equivalents
      $ 36,813    $ 36,813    $ 36,813

~~Disclosure~~
Estimated Useful Life
(in Years)
Computer equipment
3
Software
3 - 6
Furniture and fixtures
5
Leasehold improvements
Shorter of lease term or the estimated useful life

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

•

Level 1: Observable inputs, such as quoted prices for identical assets or liabilities in active markets;

•

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, or market-corroborated inputs; and

•

Level 3: Unobservable inputs for which there is little or no market data which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

F-10

The valuation techniques that may be used to measure fair value are as follows:

A. Market approach — Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

B. Income approach — Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models, and excess earnings method.

C. Cost approach — Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the years ended December 31, 2023 or 2022. Realized gains and losses from sales of the Company’s investments are included in “Other (expense) income, net”.

The carrying amounts of the Company’s financial instruments, which include cash, cash equivalents, accounts receivable, accounts payable, and accrued expenses, ~~capital lease liabilities and equipment financing,~~ approximated their fair values at December 31, ~~2017~~2023 and ~~2016,~~2022, due to the short-term nature of these instruments.

The Company has evaluated the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts. ~~See Note 4~~

The Company’s financial instruments carried at fair value were less than $0.1 million as of December 31, 2023 and 2022.

Revenue

ASC 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for ~~further discussion.~~those goods or services.

~~Revenue Recognition~~1) Identify the contract with a customer

2) Identify the performance obligations in the contract

3) Determine the transaction price

4) Allocate the transaction price to performance obligations in the contract

5) Recognize revenue when or as the Company satisfies a performance obligation

The Company ~~primarily derives revenue~~satisfies performance obligations as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The transaction price is the total amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer. The Company has elected to exclude from the sale of its online video platform, which enables its customers to publish and distribute video to Internet-connected devices quickly, easily and in a cost-effective and high-quality manner. Revenue is derived from three primary sources: (1) the subscription to its technology and related support; (2) hosting, bandwidth and encoding services; and (3) professional services, which include initiation,~~set-up~~ ~~and customization services.~~

~~The Company recognizes revenue when all~~measurement of the ~~following conditions~~transaction price all taxes assessed by a governmental authority that are ~~satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the collection of fees is probable;~~both imposed on and ~~(4) the amount of fees to be paid~~concurrent with a specific revenue-producing transaction and collected by the Company from a customer ~~is fixed or determinable.~~(e.g. sales and use tax).

Disaggregation of Revenue

Subscription and Support

The Company’s subscription arrangements provide customers the right to access its hosted software applications. Customers do not have the right to take possession of the Company’s software during the hosting arrangement. ~~Accordingly, the Company recognizes revenue in accordance with ASC 605,~~~~Revenue Recognition~~. Contracts for premium customers generally have a term of one year and arenon-cancellable. These contracts generally provide the customer with a maximum ~~annual~~contractual level of ~~usage,~~entitlement, and provide the rate at which the customer ~~must pay~~pays for actual usage above the ~~annual allowable usage. For~~contractual entitlement allowance. These subscription arrangements are considered stand ready obligations that are providing a series of distinct services that are substantially the same and are transferred with the same pattern to the customer. As such, these ~~services,~~

F-11

subscription arrangements are treated as a single performance obligation and the related fees are recognized as revenue ratably over the term of the underlying arrangement.

When the transaction price includes a variable amount of consideration, an entity is required to estimate the consideration that is expected to be received for a particular customer arrangement. The Company evaluates variable consideration for usage-based fees at contract inception and re-evaluates quarterly over the course of the contract. Specifically, the Company ~~recognizes~~estimates the ~~annual fee ratably as~~ revenue ~~each month. Should~~pertaining to a customer’s usage ~~of the Company’s services~~that is expected to exceed the ~~annual allowable level,~~contractual entitlement allowance and allocates such revenue to the distinct service within the related contract that gives rise to the variable payment. Estimates of variable consideration include analyzing customer usage against the applicable entitlement limit at the end of each reporting period and estimating the amount and timing of additional amounts to be invoiced in connection with projected usage. Estimates of variable consideration relating to customer usage do not include amounts for which it is ~~recognized for such excess in~~probable that a significant reversal will occur. Determining the ~~period~~amount of variable consideration to recognize as revenue involves significant judgment on the ~~usage.~~ part of management and it is possible that actual revenue will deviate from estimates over the course of a customer’s committed contract term.

Contracts ~~for volume~~with customers that are ~~generally~~month-to-month arrangements (volume customers) have a maximum monthly level of usage and provide the rate at which the customer must pay for actual usage above the monthly allowable usage. The monthly volume subscription and support and usage fees are recognized as revenue during the related period inof performance. Contracts with customers that are invoiced on a pay-as-you-go basis, where there is no monthly or annual commitment for usage, provide the rate at which the ~~related cash is collected.~~

customer must pay for actual usage for a particular period. Fees that are invoiced on a pay-as-you-go basis are recognized as revenue during the period of performance.

Professional Services and Other Revenue

~~Revenue recognition commences~~Professional services and other revenue consist 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 ~~later of~~remainder due when the ~~application is placed in a production environment, or when all revenue recognition criteria~~related services have been ~~met.~~

completed, or on a time and materials basis. Professional services and other revenue is recognized on a percent complete basis based on the input method. Professional services and other revenue sold on a stand-alone basis are recognized as the services are performed, subject to any refund or other obligation.

~~Revenue is presented net of any taxes collected from customers.~~

~~Multiple-Element Arrangements~~

The Company periodically enters into multiple-element service arrangements that include platform subscription fees, support fees, and, in certain cases, other professional services.

These contracts include multiple promises that the Company evaluates to determine if the promises are separate performance obligations. Performance obligations are identified based on services to be transferred to a customer that are both capable of being distinct and are distinct within the context of the contract. Once the Company determines the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Company ~~assesses arrangements with multiple deliverables under ASUNo. 2009-13,~~~~Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements — a Consensus of~~then allocates the ~~FASB Emerging Issues Task Force,~~ ~~which amended~~transaction price to each performance obligation in the ~~previous multiple-element arrangements accounting guidance. Pursuant to ASU2009-13,~~ objective and reliable evidence of fair value of the undelivered elements is no longer required in order to account for deliverables in a multiple-element arrangement separately. Instead, arrangement consideration is allocated to deliverables based on their relative selling price. The guidance also eliminated the use of the residual method.

In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the deliverables must have stand-alone value upon delivery. If the deliverables have stand-alone value upon delivery, the Company accounts for each deliverable separately. Subscription services have stand-alone value as such services are often sold separately. In determining whether professional services have stand-alone value, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that all of the professional services included in multiple-element arrangements executed have stand-alone value.

~~When multiple deliverables included in an arrangement are separated into different units of accounting, the arrangement consideration is allocated to the identified separate units~~ based on a relative stand-alone selling price ~~hierarchy.~~method. The transaction price post allocation is recognized as revenue as the related performance obligation is satisfied.

Costs to Obtain a Contract

Commissions are paid to internal sales representatives as compensation for obtaining contracts. Under ASC 606, Revenue from Contracts with Customers, the Company ~~determines~~capitalizes commissions that are incremental, as a result of costs incurred to obtain a customer contract, if those costs are not within the ~~relative selling price~~scope of another topic within the accounting literature and meet the specified criteria. Assets recognized for costs to obtain a ~~deliverable based~~contract are amortized over the period of performance for the underlying customer contracts. The commission expense on ~~its vendor-specific objective evidence~~contracts with new customers is recorded over the average life of ~~fair value (VSOE), if available, or its best estimate of selling price (BESP), if VSOE~~a customer given the commission amount associated with sales to new customers is not ~~available.~~commensurate with the commission amount associated with the contract renewal for those same customers. The ~~Company has determined that third-party evidence~~commission amount associated with the renewal of ~~selling price (TPE) is not~~ a ~~practical alternative due~~contract in addition to ~~differences in its service offerings compared~~any commission amount related to ~~other parties and~~incremental sales are recorded as expense over the ~~availability of relevant third-party pricing information. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.~~

The Company has not established VSOE for its offerings due to the lack of pricing consistency, the introduction of new services and other factors. Accordingly, the Company uses its BESP to determine the relative selling price. The Company determines BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volumeterm of the ~~Company’s transactions, the geographic area where services~~renewed contract. These assets are ~~sold, price lists, historical contractually stated prices and prior relationships and future subscription service sales with certain classes of customers.~~periodically assessed for impairment.

~~The determination of BESP is made through consultation with and approval by the Company’s management, taking into consideration thego-to-market~~ ~~strategy. As the Company’sgo-to-market~~ strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in selling prices, including both VSOE and BESP. The Company analyzes the selling prices used in its allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices are analyzed on a more frequent basis if a significant change in the Company’s business necessitates a more timely analysis or if the Company experiences significant variances in its selling prices.

Cost of Revenue

Cost of revenue primarily consists of costs related to supporting and hosting the Company’s product offerings and delivering professional services. These costs include salaries, benefits, incentive compensation and stock-based compensation expense related to the management of the Company’s data centers, customer support team and the Company’s professional

F-12

services staff, in addition to third-party service provider costs such as data center and networking expenses, allocated overhead, amortization of capitalizedinternal-use software development costs and intangible assets and depreciation expense.

Allowance for Doubtful Accounts

The Company offsets gross trade accounts receivable with an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable and is based upon historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with specific accounts. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for allowances for doubtful accounts are recorded in general and administrative expense.

Effective January 1, 2020, the Company adopted ASC 326, which requires measurement and recognition of expected credit losses for financial assets held. Estimating credit losses based on risk characteristics requires significant judgment by the Company. Significant judgments include, but are not limited to: assessing current economic conditions and the extent to which they would be relevant to the existing characteristics of the Company’s financial assets, the estimated life of financial assets, and the level of reliance on historical experience in light of economic conditions. The Company reviews and updates, when necessary, its historical risk characteristics that are meaningful to estimating credit losses, any new risk characteristics that arise in the natural course of business, and the estimated life of its financial assets.

The Company uses the aging method to estimate its expected credit losses on trade accounts receivable (“AR”) and unbilled trade accounts receivable (“UAR”). As of December 31, 2023, the financial assets of the Company within the scope of the assessment comprised AR and UAR. UAR is reflected in Other current assets on the Company’s Consolidated Balance Sheets and was $1.8 million and $1.8 million as of December 31, 2023 and December 31, 2022, respectively. Estimated credit losses for UAR were not material.

The information obtained from assessing historical experience, current economic conditions and reasonable and supportable forecasts were used to identify risk characteristics that can affect future credit loss experience. The historical analysis yielded one material risk factor, the geographical location of the customer. Specifically, historical experience showed that AR that was due from customers in the Asia Pacific region had experienced more credit losses than the other geographic areas listed in Note 15. Europe and Japan had significantly less credit loss experience when compared to Asia Pacific while North America’s credit loss experience was commensurate with the proportion of total AR that North America’s AR comprised. There were no other significant risk characteristics identified in the review of historical experience.

Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015:~~2021:

   Balance at
Beginning
of Period    Provision    Write-offs    Balance at
End of
Period
Year ended December 31, 2017
   $ 154    $ 203    $ (211 )    $ 146
Year ended December 31, 2016
   332    230    (408 )    154
Year ended December 31, 2015
   181    408    (257 )    332


	Balance at Beginning of Period		Provision		Write-offs			Balance at End of Period
Year ended December 31, 2023	$	294	$	162	$	(246	)	$	210
Year ended December 31, 2022		353		118		(177	)		294
Year ended December 31, 2021		648		159		(454	)		353

Off-Balance Sheet Risk and Concentration of Credit Risk

The Company has no significantoff-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high credit standing. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company ~~routinely assesses the creditworthiness of its customers. The Company~~ generally has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable.

For the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~ 2021, no individual customer accounted for more than 10% of total revenue. As of December 31, 2023 and 2022, no individual customer accounted for more than 10% of ~~total revenue.~~accounts receivable, net.

~~As of December 31, 2017 and 2016, no individual customer accounted for more than 10% of net accounts receivable.~~

Concentration of Other Risks

F-13

The Company is dependent on certain content delivery network providers who provide digital media delivery functionality enabling the Company’son-demand application service to function as intended for the Company’s customers and ultimateend-users. The disruption of these services could have a material adverse effect on the Company’s business, financial position, and results of operations.

Software Development Costs

Costs incurred to develop software applications used in the Company’son-demand application services consist of (a) certain external direct costs of materials and services incurred in developing or obtaininginternal-use computer software, and (b) payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the project. These costs generally consist of internal labor during configuration, coding, and testing activities. Research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance and general and administrative or overhead costs are expensed as incurred. Capitalization begins when the preliminary project stage is complete, management, with the relevant authority, authorizes and commits to the funding of the software project, it is probable the project will be completed, the software will be used to perform the functions intended and certain functional and quality standards have been met. Qualified costs incurred during the operating stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to,internal-use software are expensed as incurred. These capitalized costs are amortized on a straight-line basis over the expected useful life of the software, which is estimated to be three ~~years.~~years. Capitalizedinternal-use software development costs are classified as “Software” within “Property and Equipment, net” in the accompanying consolidated balance sheets.

During the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, the Company capitalized ~~$3,239, $4,038~~$11.7 million, $15.5 million, and ~~$1,488,~~$7.7 million, respectively, ofinternal-use software development costs. The Company recorded amortization expense associated with its capitalizedinternal-use software development costs of ~~$1,867, $690~~$9.9 million, $5.2 million and ~~$469~~$3.6 million for the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively.

Leases

~~Property~~Under ASC 842, a right-of-use asset and ~~Equipment~~lease liability is recorded for all leases and the statement of operations reflects the lease expense for operating leases and amortization/interest expense for financing leases. The Company does not apply the recognition requirements in the standard to a lease that at commencement date has a lease term of twelve months or less and does not contain a purchase option that it is reasonably certain to exercise and to not separate lease and related non-lease components.

~~Property and equipment are recorded at cost and depreciated over their estimated useful lives using~~The Company leases its facilities under non-cancelable operating leases. Right-of-use assets represent the ~~straight-line method. Leasehold improvements are amortized over the shorter of~~right to use an underlying asset for the lease term, orand lease liabilities represent the ~~estimated useful life~~obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the ~~related asset. Upon retirement or sale,~~Company’s leases do not provide an implicit rate, the ~~cost~~Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of ~~assets disposed~~lease payments. Many of ~~and~~ the ~~related accumulated depreciation,~~Company’s lessee agreements include options to extend the lease, which are ~~removed from the accounts, and any resulting gain or loss is~~not included in the ~~determination of net income or loss in the period of retirement.~~minimum lease terms unless they are reasonably certain to be exercised.

~~Property and equipment consists of the following:~~

   Estimated Useful Life
(in Years)    December 31,
      2017    2016
Computer equipment
   3    17,157    $ 18,750
Software
   3 - 6    17,996    14,648
Furniture and fixtures
   5    2,396    1,995
Leasehold improvements


Shorter of lease
term or the
estimated useful life

   1,366    1,202




      38,915    36,595
Less accumulated depreciation and amortization
      29,772    27,331




      $ 9,143    $ 9,264

~~Depreciation and amortization expense, which includes amortization expense associated with capitalizedinternal-use~~ ~~software development costs, for the years ended December 31, 2017, 2016 and 2015 was $4,523, $4,860 and $5,575, respectively.~~

~~Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements are capitalized as additions to property and equipment.~~

On December 31, 2015, the Company entered into an equipment financing agreement with a lender (the “December 2015 Equipment Financing Agreement”) to finance the purchase of $604 in computer equipment. In February 2016, the Company drew down $604 under the December 2015 Equipment Financing Agreement. Refer to Note 8 for a discussion of the equipment financing.

On December 31, 2016, the Company disposed of a cost value of $1.9 million in computer equipment in connection with the closure of certain facilities for the purpose of consolidating its data centers. The Company recorded cost of revenue of $845, of which $695 represented the settlement amount due upon signing a termination agreement relating to the facilities and $150 represented a loss on disposal of assets in connection with the closure of the facilities.

Long-Lived Assets

The Company reviews long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During this review, the Companyre-evaluates the significant assumptions used in determining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flows, and other indicators of value. Management then determines whether the remaining useful life continues to be appropriate, or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. If impairment exists, the Company adjusts the carrying value of the asset to fair value, generally determined by a discounted cash flow analysis.

For the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, the Company has not identified any impairment of its long-lived assets.

Business Combinations

The Company records tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the

assets acquired and liabilities assumed

F-14

based on their fair values at the date of acquisition. The Company then allocates the purchase price in excess of net tangible assets acquired to identifiable intangible assets based on detailed valuations that use information and assumptions provided by management. Any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed is allocated to goodwill. If the fair value of the assets acquired exceeds the purchase price, the excess is recognized as a gain.

If different assumptions are used, it could materially impact the purchase price allocation and adversely affect our results of operations, financial condition and cash flows.

For further discussion of the Company’s accounting policies related to business combinations, see Note 3.

Intangible Assets and Goodwill

Intangible assets that have finite lives are amortized over their estimated useful lives based on the pattern of consumption of the economic benefit or, if that pattern cannot be readily determined, on a straight-line basis and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as discussed above.

Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

~~In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, and other factors,~~ Conditions that could trigger a more frequent impairment assessment include, but are not limited to, ~~determine the fair value of these assets. If these estimates or their related assumptions~~a significant adverse change in certain agreements, significant underperformance relative to historical or projected future operating results, an economic downturn in customers’ industries, increased competition, a significant reduction in our stock price for a sustained period or a reduction of our market capitalization relative to net book value. If there is an impairment, the ~~future, the Company may be required to record impairment charges against these assets in the reporting period in which~~amount of the impairment is ~~determined.~~ on the excess of a reporting unit’s carrying amount over its fair value.

The Company has determined, based on its organizational structure, that it had one reporting unit as of December 31, ~~2017~~2023 and ~~2016.~~

~~For goodwill,~~2022. The Company evaluates impairment by comparing the ~~impairment evaluation includes a comparison of the carrying~~estimated fair value of ~~the~~its reporting unit to ~~the fair value~~its carrying value. Please see Note 7 for a discussion of the ~~reporting unit. If the reporting unit’s estimated fair value exceeds the reporting unit’s carrying value, no~~Company's evaluation of impairment ~~of goodwill exists. If the fair value of the reporting unit does not exceed its carrying value, then further analysis would be required to determine the amount of the impairment, if any.~~

~~In accordance with ASUNo. 2011-08,~~~~Intangibles — Goodwill and Other (Topic 350) Testing Goodwill for Impairment~~, the Company has the option to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount to determine whether further impairment testing is necessary. Based on the results of the qualitative review of goodwill performed as of December 31, ~~2017 and 2016, the Company did not identify any indicators of impairment. As such, thetwo-phase~~ ~~process described above was not necessary.~~2023

Comprehensive (Loss) Income

Comprehensive ~~Income (Loss)~~

~~Comprehensive~~(loss) income ~~(loss)~~ is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances fromnon-owner sources. Accumulated other comprehensive loss is presented separately on the consolidated balance sheets and consists entirely of cumulative foreign translation adjustments as of December 31, ~~2017~~2023 and ~~2016.~~2022.

Net ~~Loss~~(Loss) Income per Share

The Company calculates basic and diluted ~~net loss~~(loss) earnings per common share by dividing the ~~net loss~~(loss) earnings amount by the ~~weighted-average~~ number of common shares outstanding during the period. The ~~Company has excluded (a) all~~calculation of diluted earnings per common share includes the

F-15

~~unvested restricted shares that are subject to repurchase and (b)~~

effects of the ~~Company’s other potentially dilutive shares, which include warrants to purchase common stock and~~assumed exercise of any outstanding ~~common~~ stock options and ~~unvested~~the assumed vesting of shares of restricted stock ~~units, from the weighted-average number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses incurred.~~awards, where dilutive.

The following ~~potentially dilutive~~table set forth the computations of basic and diluted (loss) earnings per share:


	Year Ended December 31,
(in thousands, except per share data)	2023			2022			2021
Net (loss) income	$	(22,886	)	$	(9,015	)	$	5,397

Weighted average shares used in computing basic earnings per share		43,128			41,831			40,717

Effect of weighted average dilutive stock-based awards		-			-			1,483

Weighted average shares used in computing diluted earnings per share		43,128			41,831			42,200

Net (loss) income per share—basic and diluted
Basic	$	(0.53	)	$	(0.22	)	$	0.13
Diluted	$	(0.53	)	$	(0.22	)	$	0.13

The following outstanding common shares have been excluded from the computation of dilutive ~~net loss~~(loss) earnings per share as of ~~December 31, 2017, 2016 and 2015, as their effect would have been antidilutive:~~the periods indicated because such securities are anti-dilutive:


	Year Ended December 31,						Year Ended December 31,
	2017		2016		2015		2023		2022		2021
Options outstanding		4,127		4,291		4,139		2,248		1,420		1,681
Restricted stock units outstanding		2,050		1,668		1,043		5,620		5,212		3,937
Warrants		—		19		28
Total options and restricted stock units outstanding								7,868		6,632		5,618

Income Taxes

The Company accounts 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.

The Company accounts for uncertain tax positions recognized in the consolidated financial statements by prescribing amore-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Interest and penalties, if applicable, related to uncertain tax positions would be recognized as a component of income tax expense. The Company has no recorded liabilities for uncertain tax positions as of December 31, ~~2017~~2023 or ~~2016.~~2022.

Stock-Based Compensation

At December 31, ~~2017,~~2023, the Company had ~~four~~seven stock-based compensation plans, which are more fully described in Note 6.11.

The Company values its shares of common stock in connection with the issuance of stock-based equity awards using the closing price of the Company’s shares of common stock on the NASDAQ Global Market on the date of the grant. Accounting guidance requires stock-based payments to be accounted for under the fair value method. Under this method, the Company is required to record compensation cost based on the estimated fair value for stock-based awards granted over the requisite service periods for the individual awards, which generally equals the vesting periods.

For stock options issued under the Company’s stock-based compensation plans, the fair value of each option grant is estimated on the date of grant. For service-based options, the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award. ~~For restricted stock units issued under the Company’s stock-based compensation plans, the~~

The fair value of each ~~grant is calculated based on the Company’s stock price on the date of grant.~~

~~The fair value of each~~service-based option grant issued under the Company’s stock-based compensation plans was estimated using the Black-Scholes option-pricing model. The expected volatility of options granted has been determined using ~~a weighted-average of the historical volatility measures of a peer group of companies that issued options with substantially similar terms as well as~~ the historical volatility of the Company’s own common stock. The expected life of options has been determined utilizing the ~~“simplified~~

F-16

“simplified method”. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.

~~The weighted-average fair value of~~For premium-priced options ~~granted during~~issued under the years ended December 31, 2017, 2016 and 2015, was $3.08, $4.01 and $3.10 per share, respectively. The weighted-average assumptions utilized to determine such values are presented in the following table:

   Year Ended December 31,
   2017 2016 2015
Risk-free interest rate
   2.08 % 1.75 % 1.96 %
Expected volatility
   42 % 45 % 46 %
Expected life (in years)
   6.1 6.2 6.2
Expected dividend yield
   —   —   —

~~For the years ended December 31, 2017, 2016 and 2015, total~~Company's stock-based compensation expense was $7,243, $6,012 and $6,014, respectively. As of December 31, 2017, there was $18,232 of total unrecognized stock-based compensation expense related to stock based awards that is expected to be recognized over a weighted-average period of 2.06 years.

In July 2017, the Company entered into a separation agreement with its former Chief Executive Officer (“CEO”), which accelerated the vesting schedule of certain existing stock-based awards held by the CEO. The incremental stock-based compensation expense as a result of the modification of these stock-based awards was $186 for the year ended December 31, 2017. Further, the vesting schedule of certain other stock-based awards held by the CEO accelerates upon a change in control of the Company on or prior to December 31, 2017, which would result in an additional $220 of stock-based compensation expense upon such change in control. As there was not a change in control of the Company, the additional stock-based compensation was not recognized.

~~On January 1, 2017, the Company adoptedASU 2016-09. ASU 2016-09 identifies~~ areas for simplification involving several aspects of accounting for share based payments, including income tax consequences, classification of awards as either equity or liabilities, an option to make a policy election to recognize gross share based compensation expense with actual forfeitures recognized as they occur as well as certain classification changes on the statement of cash flows. In connection with the adoption of this standard, the Company changed its accounting policy to record actual forfeitures as they occur, rather than estimating forfeitures by applying a forfeiture rate. As this policy change was applied prospectively, prior periods have not been adjusted. The Company recorded a cumulative effect adjustment in the three months ended March 31, 2017, which increased accumulated deficit and~~additional paid-in-capital by~~ ~~$197.~~

~~Prior to the adoption of ASU2016-09~~ on January 1, 2017, the Company estimated forfeitures at the time of grant and revised those estimates in subsequent periods if actual forfeitures differed from estimates. The Company used historical data to estimate~~pre-vesting~~ option forfeitures to the extent that actual forfeitures differed from our estimates, and the difference was recorded as a cumulative adjustment in the period the estimates were revised. Stock-based compensation expense recognized in the consolidated financial statements is based on awards that are ultimately expected to vest. For the years ended December 31, 2016 and 2015, the Company applied an estimated forfeiture rate of approximately 17%, and 17%, respectively.

~~The Company accounts for transactions in which services are received fromnon-employees~~ ~~in exchange for equity instruments based on~~plans, the fair value of ~~such services received, or of the equity instruments~~each option issued ~~whichever~~ is ~~more reliably measured. The Company determines the total stock-based compensation expense related tonon-employee~~ ~~awards~~determined using the ~~Black-Scholes option-pricing model. Additionally, in accordance with ASC 505,~~~~Equity-Based Payments toNon-Employees,~~ ~~the Company accounts~~binomial lattice model, which calculates multiple potential outcomes for ~~awards tonon-employees~~ ~~prospectively, such that the~~option exercises and establishes a fair value based on the most likely outcome. Key assumptions for the binomial lattice model include share price, volatility, the early exercise multiple, risk-free rate, expected dividends, and number of ~~the awards is remeasured at each reporting date until the earlier of (a) the performance commitment date or (b) the date the services required under the arrangement have been completed.~~time steps.

For ~~the years ended December 31, 2017, 2016 and 2015, stock-based compensation expense for stock options granted tonon-employees~~ ~~in the accompanying consolidated statements of operations was not material.~~

~~See Note 6 for a summary of the stock option and~~ restricted stock ~~activity~~units issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. For performance-based awards with service-based vesting conditions, the Company recognizes compensation expense based upon a review of the Company’s expected achievement against the specified targets. For performance-based awards with market-based vesting, the Company recognizes compensation expense as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied. The Monte-Carlo simulation model is used to estimate fair value of market-based performance restricted stock units. The Monte-Carlo simulation model calculates multiple potential outcomes for an award and establishes a fair value based on the most likely outcome. Key assumptions for the ~~year ended December 31, 2017.~~Monte-Carlo simulation model include the risk-free rate, expected volatility, expected dividends and the correlation coefficient.

Forfeitures are recognized as they occur.

Advertising Costs

Advertising costs are charged to operations as incurred. The Company incurred advertising costs of ~~$2,485, $2,137~~$2.7 million, $4.8 million and ~~$2,081~~$6.0 million for the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively.

Merger-related Costs

Merger-related costs consist of expenses related to mergers and acquisitions, integration costs and general corporate development activities. In 2022, merger-related costs incurred were primarily related to the acquisition of Wicket Labs and, to a lesser extent, general merger and related activities. In 2023 and 2021, merger-related costs incurred were primarily related to general merger and related activities.

Recent Accounting Pronouncements and Standards

~~Revenue Recognition~~Recently Adopted Accounting Pronouncements

ASU No. 2023-09

In ~~May 2014,~~December 2023, the ~~Financial~~FASB issued ASU No. 2023-09, which improves the transparency and decision usefulness of income tax disclosures, specifically to enhance investors's ability to: (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. This guidance will be effective for the Company on January 1, 2025. The Company does not expect application of this guidance to have a material impact on its consolidated financial statements.

3. Business Combinations

On February 1, 2022, the Company acquired 100% of the outstanding shares of Wicket Labs, Inc. (“Wicket Labs”) a provider of subscriber and content insights, in exchange for common stock of the Company and cash, (“Wicket Acquisition”). At the closing, the Company issued 212,507 unregistered shares of common stock of the Company valued at approximately $2.0 million and approximately $15.0 million in cash, of which 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. During the year ended December 31, 2022, the Company paid $0.1 million of cash consideration held back to the sellers for the satisfaction of certain representations and warranties. The remaining cash consideration held back was included in Accrued Expenses at December 31, 2022 and released in full on February 8, 2023.

F-17

The Wicket Acquisition was accounted for using the purchase method of accounting in accordance with Accounting Standards ~~Board (FASB) issuedASU No. 2014-09,~~Codification 805 — Business Combinations. Accordingly, the results of operations of the acquired company have been included in the accompanying condensed consolidated financial statements since the date of acquisition. The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the Wicket Acquisition, and using assumptions that the Company’s management believes are reasonable given the information currently available. The Company completed its valuation of its intangible assets, accounts receivable, deferred revenue and the valuation of the acquired deferred tax assets and liabilities during the year ended December 31, 2022. The final allocations of the purchase price to intangible assets, accounts receivable, deferred revenue, goodwill and any deferred tax assets and liabilities are included in these consolidated financial statements.

During the year ended December 31, 2022, the Company incurred $0.7 million of merger-related costs related to the Wicket Acquisition.

The excess of the purchase price over the estimated amounts of net assets as of the effective date of the acquisition was allocated to goodwill in accordance with the accounting guidance. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Wicket Acquisition. These benefits include the acquired workforce and opportunities to expand the Company’s offerings in target market segments that use subscriber and content insights to make decisions. The goodwill is non-deductible for tax purposes.

The total purchase price for the Wicket Acquisition has been allocated as follows:

Cash

$
53

Accounts receivable and other assets

782

Identifiable intangible assets

4,382

Goodwill

13,957

Deferred revenue

(1,033
)
Deferred tax liabilities

(1,009
)
Other liabilities

(95
)
Total estimated purchase price

$
17,037

The following are the identifiable intangible assets acquired and their respective useful lives, as determined based on valuations:

Amount

Useful Life
(in years)

Developed technology

$
4,200

6

Customer relationships

182

5

Total

$
4,382

The fair value of the intangible assets has been estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital.

Pro forma results of operations for the Wicket Acquisition have not been presented because the effect of the acquisition is not material to the Company's consolidated financial results. Revenue and earnings attributable to acquired operations since the date of the acquisition are included in the Company's consolidated statements of operations.

4. Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2023 and 2022 consist of the following:

December 31, 2023

Description

Contracted
Maturity

Amortized Cost

Fair Market
Value

Cash

Demand

$
18,571

$
18,571

Money market funds

Demand

44

44

Total cash and cash equivalents

$
18,615

$
18,615

F-18

December 31, 2022

Description

Contracted
Maturity

Amortized Cost

Fair Market
Value

Cash

Demand

$
31,852

$
31,852

Money market funds

Demand

42

42

Total cash and cash equivalents

$
31,894

$
31,894

5. Property and Equipment

Property and equipment consist of the following:

December 31,

2023

2022

Computer equipment

$
16,027

$
15,516

Software

75,311

60,534

Furniture and fixtures

4,895

4,775

Leasehold improvements

9,001

8,839

105,234

89,664

Less accumulated depreciation and amortization

62,758

49,987

$
42,476

$
39,677

Depreciation and amortization expense, which includes amortization expense associated with capitalized internal-use software development costs, for the years ended December 31, 2023, 2022 and 2021 was $12.6 million, $7.3 million and $5.3 million, respectively.

6. Revenue from Contracts with Customers ~~(Topic 606)~~,

The Company primarily derives revenue from the sale of its online video platform, which ~~modifies how all entities recognize revenue,~~enables its customers to publish and ~~consolidates into one ASC Topic (ASC Topic 606,~~distribute video to Internet-connected devices quickly, easily and in a cost-effective and high-quality manner. Revenue is derived from ~~Contracts~~three primary sources: (1) the subscription to its technology and related support; (2) hosting, bandwidth and encoding services; and (3) professional services, which include initiation, set-up and customization services.

The following summarizes the opening and closing balances of receivables, contract assets and contract liabilities from contracts with ~~Customers~~~~) (“ASC 606”),~~customers.


	Accounts Receivable, net		Contract Assets (current)		Deferred Revenue (current)		Deferred Revenue (non-current)		Total Deferred Revenue
Balance at December 31, 2023		33,451		1,785		68,155		185		68,340
Balance at December 31, 2022		26,004		1,786		61,597		360		61,957
Balance at December 31, 2021		29,866		2,375		62,057		114		62,171
Balance at December 31, 2020		29,305		2,078		58,741		811		59,552

Revenue recognized during the ~~current guidance found in ASC Topic 605~~, and various other revenue accounting standards for specialized transactions and industries. ASC 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 may be applied using either a full retrospective approach, under which all yearsyear ended December 31, 2023 from amounts included in deferred revenue at the ~~financial statements will be presented under~~beginning of the ~~revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for~~period was approximately $61.0 million. During the year ~~of adoption, but not for prior years. Under the latter method, entities will recognize acumulative catch-up adjustment~~ ~~to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity at the date of adoption. In August 2015, the FASB issuedASU 2015-14,~~ ~~Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date~~~~, which defers the effective date of ASC 606 by one year. ASC 606 is now effective for annual reporting periods beginning after~~ended December ~~15, 2017, including interim periods within those annual reporting periods.~~

The Company will adopt ASC 606 on January 1, 2018. The Company has elected to apply the modified retrospective method of adoption. The adoption of ASC 606 is expected to have a material effect on the Company’s consolidated financial statements. In addition to the enhanced footnote disclosures related to customer contracts,31, 2023, the Company anticipates that the most significant impact of the new standard will relate to variable consideration and costs to obtain a contract. In order to complete this assessment, the Company is continuing to update and enhance its internal accounting systems and internal controls over financial reporting.did not recognize any material revenue from performance obligations satisfied or partially satisfied in previous periods.

~~Variable Consideration~~

Contracts for premium customers generally provide the customer with a maximum annual level of entitlements and provide the rate at which the customer must pay for actual usage above the annual entitlement allowance. Under ASC 605, if usage exceeds the annual allowance level for a particular customer arrangement, the associated revenue is recognized in the period that the additional usage occurs. Under ASC 606, when the transaction price includes a variable amount, an entity is required to estimate the consideration that is expected to be received for a particular customer arrangement. The ~~Company will evaluate variable consideration for usage based fees at contract inception andre-evaluate~~ quarterly over the course of the contract. Specifically, the Company will estimate the revenue pertaining to a customer’s usage that is expected to exceed the annual entitlement allowance and allocate such revenue to the distinct service within the related contract that gives rise to the variable payment. Estimates of variable consideration relating to customer usage should not include amounts for which it is probable that a significant reversal will occur. Determining the amount of variable consideration to recognize as revenue involves significant judgment on the part of management and it is possible that actual revenue will deviate from estimates over the course of a customer’s committed contract term. The Company has not yet completed its assessment of variable consideration relating to customer usage under ASC 606 and is still evaluating the impact on its results of operations. However, the Company’s preliminary assessment is that there will be a material impact to retained earnings upon adoption.

~~Costs to Obtain a Contract~~

Commissions are paid to internal sales representatives as compensation for obtaining contracts. Under ASC 606, the Company will capitalize commissions that are incremental as a result of costs incurred to obtain a customer contract if those costs are not within the scope of another topic within the accounting literature and meet the specified criteria. Assetsassets recognized for costs to obtain a contract ~~will be amortized over the period~~were $13.1 million and $12.4 million as of ~~performance~~December 31, 2023 and December 31, 2022, respectively. Amortization expense recognized for the underlying customer contracts. The commission expense on contracts with new customers was previously recorded over the respective contract term. Under ASC 606, the commission expense on contracts with new customers will be recorded over the average life of a customer given the commission amount associated with sales to new customers is not commensurate with the commission amount associated with the contract renewal for those same customers. The commission amount associated with the renewal of a contract in addition to any related incremental sale was previously recorded as expense in the quarter the commission was earned; however, under ASC 606 these commission amounts will be recorded as expense over the term of the renewed contract. These assets will be periodically assessed for impairment. The Company has not yet completed its assessment of costs to obtain a contract ~~under ASC 606~~was $10.9 million, $10.4 million and ~~is still evaluating~~$12.7 million during the ~~impact on its results of operations. However, the Company’s preliminary assessment is that there will be a material impact~~years ended December 31, 2023, 2022 and 2021, respectively.

Transaction Price Allocated to ~~retained earnings upon adoption.~~Future Performance Obligations

~~Other Recent Accounting Pronouncements~~

~~In February 2016, the FASB issuedASU 2016-02,~~ ~~Leases (Topic 842), Amendments to the FASB Accounting Standards Codification~~~~, which replaces the existing guidance for leases.ASU 2016-02 requires~~ the identification of arrangements that should be accounted for as leases by lessees. In general, lease arrangements exceeding a twelve month term must now be recognized as assets and liabilities on the balance sheet of the lessee. Under~~ASU 2016-02, a right-of-use asset~~ and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of~~ASU 2016-02 must~~ ~~be calculated using the applicable incremental borrowing rate at the date of adoption. In addition,ASU 2016-02 requires~~ the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance is effective for annual and interim periods beginning after December 15, 2018 and requires retrospective application. The Company is currently assessing the impact that adopting~~ASU 2016-02 will~~ ~~have on its consolidated financial statements and related disclosures.~~

~~In June 2016, the FASB issuedASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~~~, which reduces the diversity in how certain transactions are classified in the statement of cash flows.ASU 2016-15 is~~ effective for public companies for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The guidance requires application using a retrospective transition method. The adoption of~~ASU 2016-15 is~~ ~~not expected to have a material effect on the Company’s consolidated financial statements or disclosures.~~

~~In November 2016, the FASB issuedASU 2016-18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash~~~~, which requires an entity to reconcile and explain the period-over-period change in total cash, cash equivalents and restricted cash within its statement of cash flows.ASU 2016-18 is~~ ~~effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments inASU 2016-18 using~~ ~~a full retrospective approach. The adoption ofASU 2016-18 is~~ ~~not expected to have a material effect on the Company’s consolidated financial statements or disclosures.~~

~~In January 2017, the FASB issued ASU2017-04,~~~~Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount overF-19

~~its fair value, determined in Step 1. ASU2017-04~~ is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not plan to early adopt ASU~~2017-04,~~ ~~and the Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements and related disclosures.~~

~~In May 2017, the FASB issued ASU2017-09,~~~~Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting~~~~, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU2017-09~~ ~~will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU2017-09,~~ an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU~~2017-09~~ will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company has adopted this guidance effective January 1, 2018 and does not expect this new guidance to have a material impact on the Company’s consolidated financial statements.

~~On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted in the United States. The Act reduces the U.S. federal corporate tax rate from 34% to 21%, requires companies to pay aone-time~~ transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. In December 2017, the Securities and Exchange Commission (“SEC”) issued guidance under Staff Accounting Bulletin No. 118,~~Income Tax Accounting Implications of the Tax Cuts and Jobs Act~~ (“SAB 118”) directing taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. As of December 31, ~~2017,~~2023, the total aggregate transaction price allocated to the unsatisfied performance obligations for subscription and support contracts was approximately $183.0 million, of which approximately $127.3 million is expected to be recognized over the next 12 months. The Company ~~had not yet completed its accounting for~~expects to recognize substantially all of the ~~tax effects of the enactment of the Act; however, the Company has made a reasonable estimate of the effects on our existing deferred tax balances andone-time~~ ~~transition tax. Refer to Note 7,~~~~Income Taxes~~~~, for additional information regarding this new tax legislation.~~

~~In addition to the reduction in the federal corporate tax rate and theone-time~~ ~~transition tax, which the Company has accounted for with provisional estimates at~~remaining unsatisfied performance obligations by December 31, 2017, the Company continues to analyze the provisions of tax reform that become effective for the Company in 2018 including the provisions related to Global Intangible Low Taxed Income, Foreign Derived Intangible Income, Base Erosion Anti-Abuse Tax, as well as other provisions which would limit the deductibility of future expenses.2028.

3.7. Intangible Assets and Goodwill

Finite-lived intangible assets consist of the following as of December 31, ~~2017:~~2023:

Description
   Weighted
Average
Estimated
Useful Life
(in years)    Gross
Carrying
Value    Accumulated
Amortization    Net
Carrying
Value
Developed technology
   7    $ 14,223    $ 9,431    $ 4,792
Customer relationships
   11    6,257    2,813    3,444
Non-compete agreements
   3    1,912    1,912    —
Tradename
   3    368    368    —






Total
      $ 22,760    $ 14,524    $ 8,236


Description	Weighted Average Estimated Useful Life (in years)		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology		6	$	22,278	$	19,663	$	2,615
Customer relationships		9		15,669		11,916		3,753
Non-compete agreements		3		1,912		1,912		—
Tradename		3		368		368		—
Total			$	40,227	$	33,859	$	6,368

Finite-lived intangible assets consist of the following as of December 31, ~~2016:~~2022:


Description	Weighted Average Estimated Useful Life (in years)		Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Estimated Useful Life (in years)		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology		7	$	14,223	$	7,400	$	6,823		6	$	22,278	$	17,393	$	4,885
Customer relationships		11		6,257		2,147		4,110		9		15,669		10,275		5,394
Non-compete agreements		3		1,912		1,875		37		3		1,912		1,912		—
Tradename		3		368		368		—		3		368		368		—

Total			$	22,760	$	11,790	$	10,970			$	40,227	$	29,948	$	10,279

~~Amortization~~

In the fourth quarter of 2022 the Company assessed the useful life of the acquired Wicket-developed technology and changed its estimate of the expected useful life to 3 years. This change was applied prospectively as of the beginning of the fourth quarter 2022.

The following table summarizes amortization expense related to intangible assets for the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015 was $2,734, $3,116 and $3,112, respectively.~~2021:


	Year Ended December 31,
	2023		2022		2021
Cost of subscription and support revenue	$	2,270	$	1,757	$	1,420
Sales and marketing		1,641		1,662		1,652
	$	3,911	$	3,419	$	3,072

The estimated remaining amortization expense for each of the five succeeding years and thereafter is as follows:

Year Ending December 31,
   Amount
2018
   $ 2,317
2019
   1,603
2020
   1,585
2021
   1,327
2022
   370
2023 and thereafter
   1,034


Total
   $ 8,236


Year Ending December 31,	Amount
2024	$	3,688
2025		2,141
2026		536
2027		3
2028		—
2029 and thereafter		—
Total	$	6,368

~~The~~

Goodwill was $74,859 at December 31, 2023 and 2022. There were no changes in the carrying amount of goodwill ~~was $50,776~~for the year ended December 31, 2023.

F-20

The Company views its operations and manages its business as one reporting unit and tests goodwill and its definite-lived intangible assets annually on October 31. As of October 31, 2023, the Company did not identify an impairment triggering event and assessed impairment for goodwill and other definite-lived intangible assets using a qualitative approach and quantitative approach, respectively.

During the two months ended December 31, 2023 the Company identified a triggering event, the decrease in its stock price as of December 31, ~~2017~~2023 (the interim testing date), that may indicate impairment.

The Company reviewed its quantitative analysis for its definite-lived intangible assets as of October 31, 2023, that used undiscounted cash flow models, and ~~2016.~~

~~4. Fair Value Measurements~~

~~ASC 820, Fair Value Measurements and Disclosures~~~~, establishes a three-level valuation hierarchy for instruments measured at fair value~~determined that ~~distinguishes between~~the assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information availableused in the ~~circumstances.~~

•

~~Level~~ 1: ~~Observable inputs, such as quoted prices for identical assets or liabilities in active markets;~~

•

~~Level~~ 2: ~~Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, or market-corroborated inputs; and~~

•

~~Level~~ 3: ~~Unobservable inputs for which there is little or no market data which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.~~

~~The valuation techniques that may be used to measure fair value are as follows:~~

A.~~Market approach~~ ~~— Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.~~

B.~~Income approach~~ — Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models, and excess earnings method.

C.~~Cost approach~~ ~~— Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).~~

~~The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input~~undiscounted cash flow model were still applicable as of December 31, ~~2017~~2023 and ~~2016:~~that there was no impairment on our definite-lived intangible assets. The Company's significant assumptions in the undiscounted cash flow models include, but are not limited to, its revenue growth rates assumption.

   December 31, 2017
   Quoted
Prices in
Active
Markets for
Identical
Items
(Level 1)    Significant
Other
Observable
Inputs
(Level 2)    Significant
Unobservable
Inputs
(Level 3)    Total
Assets:

Money market funds
   $ 8,160    $ —      $ —      $ 8,160








Total assets
   $ 8,160    $ —      $ —      $ 8,160








   December 31, 2016
   Quoted
Prices in
Active
Markets for
Identical
Items
(Level 1)    Significant Other
Observable
Inputs
(Level 2)    Significant
Unobservable
Inputs
(Level 3)    Total
Assets:

Money market funds
   $ 12,871    $ —      $ —      $ 12,871








Total assets
   $ 12,871    $ —      $ —      $ 12,871

~~Realized gains~~As the Company has one reporting unit all of its goodwill was allocated to that unit for the purpose of testing for impairment. To determine fair value of its one reporting unit, the Company engaged a third-party valuation expert and ~~losses from sales of~~provided the ~~Company’s investments are included in “Other income (expense), net”.~~

valuation expert with projected financial information prepared by management. The Company ~~measures eligible assets~~took the income approach and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggersused a ~~new basis of accounting. The Company did not elect~~discounted cash flow model as its valuation technique to ~~remeasure any of its existing financial assets or liabilities, and did not elect~~measure the fair value ~~option for any financial assets and liabilities transacted~~of its reporting unit. The discounted cash flow model used forecasted cash flows plus a terminal value based on capitalizing the last period's cash flows using a perpetual growth rate. The Company's significant assumptions in the ~~years ended December 31, 2017~~discounted cash flow model include, but are not limited to: the weighted average cost of capital ("WACC", the rate at which future cash flows are discounted to present value), revenue growth rates, including the perpetual growth rate for the terminal year, and operating margins of the reporting unit. Lastly, the Company reconciled the aggregate of the discounted cash flows to its market capitalization, which included a reasonable control premium based on observed market conditions. The result of the goodwill impairment test performed indicated that estimated fair value exceeded the carrying value of the reporting unit. As such, the Company feels the reporting unit was not at risk of impairment as of the interim testing date.

Conditions that could trigger future impairment assessment include, but are not limited to, a significant adverse change in certain agreements, significant underperformance relative to historical or ~~2016.~~projected future operating results, an economic downturn in customers’ industries, increased competition, a significant reduction in our stock price for a sustained period or a reduction of our market capitalization relative to net book value. These factors could have a negative material impact to the fair value of the Company's reporting unit and could result in a future impairment charge.

~~5. Commitments and Contingencies~~8. Leases

~~Operating Lease Commitments~~

The Company’s corporate headquarters are located in Boston, Massachusetts, pursuant to a lease of approximately 40,000 square feet that terminates on September 30, 2032. The initial term of the lease is for ten years. The Company ~~leases its facilities undernon-cancelable~~ ~~operating leases. These operating leases expire at various dates through January 2024. Future minimum rental commitments under operating leases at December 31, 2017 are as follows:~~

Year Ending December 31,
   Operating
Lease
Commitments
2018
   $ 8,384
2019
   6,990
2020
   5,165
2021
   4,952
2022
   2,013
2023 and thereafter
   2,094


   $ 29,598

~~Certain amounts included in the table above relating toco-location~~ ~~leases for the Company’s servers include usage based charges in addition to base rent.~~

~~The Company’s primary office lease~~ has the option to ~~renew~~extend the lease for two successive ~~periods~~five-year terms which were not recognized in the initial liability and right-of-use asset, as the Company does not expect to exercise the extension. The Company has a right of ~~five years each.~~first offer to lease additional office space that becomes available within the 281 Summer Street premises. In connection with the office lease, the Company ~~entered into~~provided a security deposit, in the form of a letter of credit, in the amount of ~~$2,404.~~$0.8 million in January 2022. This letter of credit will be auto-renewed annually, unless a 60 day notice is received from the landlord. An automatic extension can only be implemented through November 30, 2032. This letter of credit is irrevocable and does not have a cash requirement other than the amount already set forth. In the event of a default, the landlord must provide written notice of default before drawing from the letter of credit as a security deposit, or to remedy the amount owed.

~~Certain of the Company’s operating leases include escalating payment amounts and lease incentives.~~ The Company ~~is recognizing the related~~leases offices in Tokyo, Japan; Sydney, Australia; Chennai, India; Seoul, South Korea; London, England; Guadalajara, Mexico; Funchal, Portugal and Covilha, Portugal.

The Company’s rent expense on a straight-line basis over the term of the lease. The lease incentives are considered an inseparable part of the lease agreement, and are recognized as a reduction of rent expense on a straight-line basis over the term of the lease. As of December 31, 2017 and 2016, the Company had deferred rent and rent incentives of $1,464 and $1,579, respectively, of which $1,102 and $1,320, respectively, is classified as a long-term liability in the accompanying consolidated balance sheets. Rent expensewas $4.1 million, $5.1 million, $4.3 million for the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~2023, respectively.

The Company entered into one operating lease agreement in the current year, resulting in the recording of an initial liability and corresponding right-of-use asset of $0.3 million.

The weighted average remaining lease terms and discount rates were as follows:

F-21


	December 31,
	2023			2022			2021
Weighted average remaining lease term (years)	7.77			8.27			8.81
Weighted average discount rate		5.9	%		5.8	%		5.7	%

The weighted-average remaining non-cancelable lease term for the Company’s operating leases was ~~$6,608, $6,334~~7.77 years at December 31, 2023. The weighted-average discount rate was 5.9% at December 31, 2023.

The Company’s operating leases expire at various dates through 2032. The following shows the undiscounted cash flows for the remaining years under operating leases at December 31, 2023:


Year Ending December 31,	Operating Lease Commitments
2024	$	4,774
2025		4,235
2026		3,981
2027		4,010
2028		3,802
2029 and thereafter		10,779
Total operating lease commitments		31,581
Less imputed interest		(9,737	)
Total lease liabilities	$	21,844

The Company’s discounted current operating lease liability and ~~$6,831,~~discounted non-current lease liability at December 31, 2023 were $4.5 million and $17.4 million, respectively. ~~Income from sublease rental activity amounted to $285, $219 and $185, respectively, for~~

In the fourth quarter of 2020 the Company subleased 100% of one of its London offices through the remaining lease term. For the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015.~~

~~In addition to the operating obligations noted in the table above, during the year ended December 31, 2017,~~2021 the Company ~~recorded cost~~recognized rent income of ~~revenue of $845, $695 of which represented the settlement amount due upon signing a termination agreement~~$0.8 million, $0.8 million and $0.9 million, respectively, within operating expenses. Lease income relating to variable lease payments was immaterial.

The Company’s London sublease expires in December of 2024. The undiscounted cash inflows from the ~~facilities and $150 represented a loss on disposal of assets in connection with the closure of the facilities~~London sublease for the ~~purpose of consolidating data centers.~~

~~Capital Lease Commitments~~

~~The Company leases certain computer equipment and support undernon-cancelable~~ ~~capital leases. The lease arrangements expire at various dates through September 2018. Future minimum rental commitments under capital leases~~remaining year at December 31, ~~2017 are as follows:~~2023 was $0.9 million.

Year Ending December 31,
   Capital Lease
Commitments
2018
   $ 231
Less – interest on capital leases
   3


   $ 228

~~At December 31, 2017, total assets under capital leases were $1.2 million~~

Commitments and ~~related accumulated amortization was $940,000.~~

Contingencies

~~In addition to the operating lease and capital lease commitments discussed above, as of December 31, 2017, the Company hadnon-cancelable~~ ~~commitments of $15,833, $7,823 and $173 payable in 2018, 2019 and 2020, respectively, primarily for content delivery network services, hosting and other support services.~~

Legal Matters

The Company, from time to time, is party to litigation arising in the ordinary course of business. Management does not believe that the outcome of these claims will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company based on the status of proceedings at this time.

On May 22, 2017, a lawsuit was filed against Brightcove and two individuals by Ooyala, Inc. (“Ooyala”) and Ooyala Mexico S. de R.L. de C.V. (“Ooyala Mexico”). The lawsuit, which was filed in the United States District Court for the District of Massachusetts, concerns allegations that the two individuals, who are former employees of Ooyala Mexico, misappropriated customer information and other trade secrets and used that information in working for Brightcove. The complaint was amended on June 1, 2017 to remove claims against the two former employees of Ooyala Mexico. The remaining claims against Brightcove are for violation of the Defend Trade Secrets Act of 2016 (18 U.S.C. §1836), violation of the Massachusetts trade secret statute (M.G.L. c. 93, §42), violation of Massachusetts Chapter 93A (M.G.L. c. 93A, §11), and tortious interference with advantageous business relationships. Ooyala and Ooyala Mexico also filed a motion for preliminary injunction (amended at the same time the complaint was amended), seeking to enjoin Brightcove from using any of the allegedly misappropriated information or communicating with customers whose information was allegedly taken, and seeking the return of any information that was taken. On June 16, 2017, Brightcove filed an opposition to the motion for preliminary injunction, and also moved to dismiss the lawsuit. Brightcove’s motion to dismiss was denied on September 6, 2017. The court has not ruled on Ooyala’s motion for preliminary injunction. The Company expects the court to issue a schedule order in the near term. The Company cannot yet determine whether it is probable that a loss will be incurred in connection with this complaint, nor can the Company reasonably estimate the potential loss, if any.

On October 26, 2017, Realtime Adaptive Streaming LLC filed a complaint against Brightcove and Brightcove’s subsidiary Brightcove Holdings, Inc. (collectively, in this paragraph, “Brightcove”) in the United States District Court for the District of Delaware. The complaint alleges that Brightcove infringed five patents related to file compression technology. The complaint seeks monetary damages and injunctive relief. On December 1, 2017, Realtime filed an amended complaint, adding two additional patents to its claims. Brightcove filed a motion to dismiss on January 26, 2018. Realtime filed an opposition to the motion to dismiss on February 9, 2018 and Brightcove filed a reply on February 16, 2018. A ruling on the motion to dismiss has not yet been issued by the court. We cannot yet determine whether it is probable that a loss will be incurred in connection with this complaint, nor can the Company reasonably estimate the potential loss, if any.

Guarantees and Indemnification Obligations

The Company typically enters into indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses and costs incurred by the indemnified party, generally the Company’s customers, in connection with patent, copyright, trade secret, or other intellectual property or personal right infringement ~~claim~~claims by third parties with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual after execution of the agreement. Based on when customers first subscribe for the Company’s service, the maximum potential amount of future payments the Company could be required to make under certain of these indemnification agreements is unlimited, however, more recently theThe Company has typically limited the maximum potential value

of such potential future payments in relation to the value of the contract. ~~Based on historical experience and information known as of December 31, 2017, the Company has not incurred any costs for the above guarantees and indemnities.~~ The Company has received requests for indemnification from customers in connection with patent infringement suits brought against the customer by a third party. ~~To date,~~Based on historical experience and information known as of December 31, 2023, the Company has ~~not agreed that~~incurred minimal costs for the ~~requested indemnification is required by the Company’s contract with any such customer.~~above guarantees and indemnities.

In certain circumstances, the Company warrants that its products and services will perform in all material respects in accordance with its standard published specification documentation in effect at the time of delivery of the licensed products and services to the customer for the warranty period of the product or service. To date, the Company has not incurred significant expense under its warranties and, as a result, the Company believes the estimated fair value of these agreements is immaterial.

6.F-22

10. Stockholders’ Equity

Common Stock

Common stockholders are entitled to one vote per share. Holders of common stock are entitled to receive dividends, when and if declared by the Board.

~~Treasury~~Common Stock Reserved for Future Issuance

~~The Company has recorded 135,000 shares as treasury stock as of December 31, 2017 and 2016.~~

~~Equity Incentive Plans~~

At December 31, ~~2017,~~2023, the Company has reserved the following shares of common stock for future issuance:


	December 31, 2023
Common stock options outstanding		2,247,951
Restricted stock unit awards outstanding		5,619,438
Shares available for issuance under all stock-based compensation plans		7,768,241
Total shares of authorized common stock reserved for future issuance		15,635,630

11. Stock-Based Compensation

Stock-Based Compensation Plans

At December 31, 2023, the Company had ~~four~~seven stock-based compensation ~~plans,~~plans:

•

On February 8, 2022, the ~~Amended and Restated 2004 Stock Option and Incentive~~Company adopted the Brightcove Inc. 2022 Inducement Plan (the ~~2004~~2022 Plan),. The 2022 Plan provides for the ~~2012~~issuance of employment inducement awards to the Company’s Chief Executive Officer (CEO).

•

On March 25, 2021, the Board adopted, the Brightcove Inc. 2021 Stock Incentive Plan (the ~~2012~~2021 Plan) which was approved by the shareholders on May 11, 2021. On March 15, 2023, the Board adopted an amendment to the 2021 plan to increase the aggregate number of shares of Stock reserved for issuance under the Plan by 7,000,000, which was approved by the ~~Brightcove Inc. 2012 RSU~~shareholders on May 10, 2023. The maximum number of shares of stock reserved and available for issuance under the 2021 Plan, as amended, is 13,200,000 shares.

•

The 2018 Inducement Plan (the ~~RSU Plan),~~2018 plan). Effective April 11, 2018, the Company adopted the 2018 Plan. The 2018 Plan provides for the issuance of stock options and restricted stock units to the Company’s CEO.

•

The Brightcove Inc. 2014 Stock Option Inducement Plan (the 2014 Stock Inducement Plan). In 2014, the Company adopted the 2014 Stock Inducement Plan in connection with the Unicorn asset purchase agreement.

•

The ~~2004~~2012 RSU Inducement Plan (the 2012 RSU Plan). In 2012, the Company adopted the 2012 RSU Plan in connection with the acquisition of Zencoder. The restricted stock units were settled in shares of the Company’s common stock upon vesting.

•

The 2012 Stock Incentive Plan (the 2012 Plan). The 2012 Plan provided for the issuance of incentive andnon-qualified stock options, restricted stock, and other equity awards to the Company’s employees, officers, directors, consultants and ~~advisors, up to an aggregate of 7,397,843 shares~~advisors. In conjunction with the effectiveness of the ~~Company’s common stock.~~ 2021 Plan, the Board voted that no further stock options or other equity-based awards may be granted under the 2012 Plan.

•

The ~~Company also established a UKSub-Plan~~ ~~of the~~Amended and Restated 2004 Stock Option and Incentive Plan (the 2004 Plan). The 2004 Plan, ~~under which~~like the ~~Company was permitted~~2012 Plan, provided for the issuance of incentive and non-qualified stock options, restricted stock, and other equity awards to ~~make grants of options to~~the Company’s employees, ~~subject to tax in the United Kingdom.~~officers, directors, consultants and advisors. In conjunction with the effectiveness of the 2012 Plan, the Board voted that no further stock options or other equity-based awards may be granted under the 2004 Plan.

~~In 2012,~~The following table summarizes stock-based compensation expense as included in the ~~Board and stockholders adopted the 2012 Plan, which became effective on February 16, 2012. The 2012 Plan provides~~consolidated statement of operations for the ~~issuance~~years ended December 31, 2023, 2022 and 2021:

F-23


	Year Ended December 31,
	2023		2022		2021
Cost of subscription and support revenue	$	506	$	508	$	627
Cost of professional services and other revenue		375		433		401
Research and development		2,453		2,746		1,677
Sales and marketing		4,197		3,990		2,957
General and administrative		6,368		5,622		4,306
Other (expense) benefit		—		249		—
	$	13,899	$	13,548	$	9,968

As of ~~incentive andnon-qualified~~ ~~stock options, restricted stock and other~~December 31, 2023, there was $25.4 million of total unrecognized stock-based compensation expense related to stock-based awards that is expected to ~~the Company’s officers, employees,non-employee~~ ~~directors and certain other key persons~~be recognized over a weighted-average period of the Company as are selected by the Board or the compensation committee thereof. In connection with the approval of the 2012 Plan, the Company reserved 1,700,000 shares of common stock for issuance under the 2012 Plan, and 124,703 shares were transferred from the 2004 Plan. The number of shares reserved and available for issuance under the 2012 Plan automatically increases each January 1, beginning in 2013, by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee subject to an overall overhang limit of 30%. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization.2.3 years.

In 2012, the Company adopted the RSU Plan and made awards of restricted stock units pursuant to the RSU Plan to 15 new employees in connection with the acquisition of Zencoder. The awards of restricted stock units cover an aggregate of 77,100 shares of the Company’s common stock and were made as a material inducement to the employees entering into employment with the Company in connection with the acquisition of Zencoder. The restricted stock units were settled in shares of the Company’s common stock upon vesting.Stock Options

In 2014, the Company adopted the 2014 Stock Inducement Plan and made awards of options pursuant to the 2014 Stock Inducement Plan to 61 new employees in connection with the asset purchase agreement. The awards of options cover an aggregate of 578,350 shares of the Company’s common stock in the form of options to purchase shares of the Company’s common stock as an inducement to the employees entering into employment with the Company in connection with the asset purchase agreement.

~~At December 31, 2017, 1,429,022 shares were available for issuance under all stock-based compensation plans.~~

The following is a summary of the stock option activity for all stock option plans during the ~~year~~years ended December 31, ~~2017:~~2023, 2022 and 2021:


	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		2,110,486		$	9.19			$	—
Granted		114,973			14.88
Exercised		(333,190	)		8.53			$	2,999
Cancelled		(210,792	)		10.26
Outstanding at December 31, 2021		1,681,477		$	9.59			$	1,938
Granted		—			—
Exercised		(28,400	)		6.24			$	40
Cancelled		(233,310	)		11.11
Outstanding at December 31, 2022		1,419,767		$	9.39			$	4
Granted		1,563,688			7.00
Exercised		—			—			$	—
Cancelled		(735,504	)		9.39
Outstanding at December 31, 2023		2,247,951		$	7.73		7.11	$	—
Exercisable at December 31, 2023		815,986		$	8.74		3.50	$	—

   Number of
Shares Weighted-Average
Exercise
Price    Weighted-Average
Remaining
Contractual
Term
(In Years)    Aggregate
Intrinsic
Value⁽¹⁾
Outstanding at December 31, 2016
   4,150,584 $ 7.17
Granted
   483,727 7.03
Exercised
   (229,127 ) 2.27       $ 1,243
Cancelled
   (480,871 ) 8.05



Outstanding at December 31, 2017
   3,924,313 $ 7.33    6.30    $ 3,783



Exercisable at December 31, 2017
   2,430,839 $ 7.23    5.37    $ 3,052


(1)	The aggregate intrinsic value was calculated based on the positive difference between the ~~estimated~~ fair value of the Company’s common stock on December 31, ~~2017~~2023, December 31, 2022, and December 31, 2021 of ~~$7.10~~$2.59, $5.23, and $10.22 per share, respectively, or the date of exercise, as appropriate, and the exercise price of the underlying options.

On March 20, 2023, the Company granted 1,563,688 premium-priced options to some of its employees under its 2021 Stock Incentive Plan. The ~~aggregate intrinsic~~options have a strike price of $7.00 and vest in equal installments over three years following March 10, 2023. The binomial lattice model is used to estimate the fair value of the premium-priced options. The binomial lattice model calculates multiple potential outcomes for option exercises and establishes a fair value based on the most likely outcome. Key assumptions for the binomial lattice model include share price, volatility, the early exercise multiple, risk-free rate, expected dividends, and number of time steps.

Prior to 2023, the Company had only granted service-based options ~~exercised during~~under its stock compensation plans. The fair value of each option grant issued under the ~~years ended December 31, 2016~~Company’s stock-based compensation plans prior to 2023 was estimated using the Black-Scholes option-pricing model.

F-24

The weighted-average fair value of options granted and ~~2015 was $5,159 and $281, respectively.~~assumptions utilized to determine such values are presented in the following table:


	Year Ended December 31,
	2023		2022		2021
Weighted-average fair value of options granted during the year	$	1.75	$	—	$	6.98

Risk-free interest rate	3.4 - 4.8%			—		1.22	%
Expected volatility	47.9 - 55.5%			—		48	%
Expected life (in years)		—		—		6.2
Expected dividend yield		—		—		—

Restricted Stock Units

The Company has entered into restricted stock unit (RSU) agreements with certain of its employees pursuant to the 2012 Plan, the 2021 Plan, and the ~~RSU~~2022 Plan. Vesting occurs periodically at specified time intervals, ranging from three months to four years, and in specified percentages. Upon vesting, the holder will receive one share of the Company’s common stock for each unit vested.

Under the 2012 Plan, the Company granted restricted stock units to certain key executives, which contain both performance-based (“P-RSU”) and service-based vesting conditions (“S-RSU”). The Company measures compensation expense for these performance-based awards based upon a review of the Company’s expected achievement against specified financial performance targets. Compensation cost is recognized on a ratable basis over the requisite service period for each series of grants to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets. On a periodic basis, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time. The Company determined that the conditions for a portion of the performance-based restricted stock units were achieved in the first quarter of 2020. As such, the Company recognized $0.2 million of stock-based compensation expense relating to performance-based awards for the year ended December 31, 2021. The Company did not recognize stock-based compensation expense relating to the aforementioned performance-based awards in the years ended December 31, 2022, and 2023, respectively, as the Company determined that the conditions for further portions of the performance-based restricted stock units to vest were not achieved.

Under the 2022 Plan, the Company granted 800,000 restricted stock units to the Company's CEO, in connection with the commencement of his employment on March 28, 2022. Of the total restricted stock units granted, 300,000 are subject solely to service-based vesting conditions (the “RSUs”) and 500,000 are subject to both market-based and service-based vesting conditions (the “PSUs”). The RSUs vest in equal annual installments over three years following March 28, 2022. The market-based vesting conditions applicable to the PSUs are achieved only if the volume weighted average price of the Company’s common stock during any 20 consecutive trading day period in the four year performance period following the CEO’s start date, March 28, 2022, equals or exceeds stock price hurdles ranging from $12.50 to $30.00, increasing in seven increments of $2.50. The percentage of the award that is earned upon achievement of each stock price hurdle is 10% of the PSUs for each of the first two achievement tiers, 12.5% for each of the next four achievement tiers and 15% for each of the final two achievement tiers. The PSUs vest 50% upon achievement of a stock price hurdle and 50% upon the earlier of the one-year anniversary of such achievement date or March 28, 2025, subject to the CEO’s continued employment through the applicable vesting date.

For restricted stock units with market-based performance conditions, the cost of the awards is recognized as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied. The Monte-Carlo simulation model is used to estimate fair value of market-based performance restricted stock units. The Monte-Carlo simulation model calculates multiple potential outcomes for an award and establishes a fair value based on the most likely outcome. Key assumptions for the Monte-Carlo simulation model include the risk-free rate, expected volatility, expected dividends and the correlation coefficient.

F-25

The following table summarizes the ~~RSU~~P-RSU and S-RSU activity during the year ended December 31, ~~2017:~~2023, 2022, and 2021:


	Shares			Weighted Average Grant Date Fair Value		S-RSU Shares			Weighted Average Grant Date Fair Value		P-RSU Shares			Weighted Average Grant Date Fair Value		Total RSU Shares			Weighted Average Grant Date Fair Value
Unvested by December 31, 2016		1,902,577		$	7.84
Unvested by December 31, 2020							2,000,416		$	10.30		1,587,801		$	10.40		3,588,217		$	10.35
Granted		1,189,973			6.95		2,269,341			12.24		64,011			12.65		2,333,352			12.25
Vested and issued		(561,133	)		7.47		(680,769	)		9.85		(181,910	)		8.74		(862,679	)		9.62
Cancelled		(312,713	)		7.80		(673,268	)		11.67		(448,730	)		9.59		(1,121,998	)		10.84
Unvested by December 31, 2021							2,915,720		$	11.66		1,021,172		$	11.04		3,936,892		$	11.50

Unvested by December 31, 2017		2,218,704		$	7.44
						S-RSU Shares			Weighted Average Grant Date Fair Value		P-RSU Shares			Weighted Average Grant Date Fair Value		Total RSU Shares			Weighted Average Grant Date Fair Value
Unvested by December 31, 2021							2,915,720		$	11.66		1,021,172		$	11.04		3,936,892		$	11.50
Granted							3,803,691			6.94		500,000			4.06		4,303,691			6.61
Vested and issued							(824,127	)		11.63		—			0.00		(824,127	)		11.63
Cancelled							(1,356,935	)		10.09		(848,314	)		11.06		(2,205,249	)		10.47
Unvested by December 31, 2022							4,538,349		$	8.19		672,858		$	6.54		5,211,207		$	7.88

						S-RSU Shares			Weighted Average Grant Date Fair Value		P-RSU Shares			Weighted Average Grant Date Fair Value		Total RSU Shares			Weighted Average Grant Date Fair Value
Unvested by December 31, 2022							4,538,349		$	8.19		672,858		$	6.54		5,211,207		$	7.88
Granted							3,102,058			4.51		—			0.00		3,102,058			4.51
Vested and issued							(1,384,242	)		8.35		—			0.00		(1,384,242	)		8.35
Cancelled							(1,153,897	)		7.61		(155,688	)		10.14		(1,309,585	)		7.91
Unvested by December 31, 2023							5,102,268		$	6.04		517,170		$	4.54		5,619,438		$	5.90

~~Warrants~~

In September 2006, the Company issued fully vested warrants to purchase an aggregate of 46,713 shares of Series B Preferred Stock, at a purchase price of $3.21 per share, to two lenders in connection with a line of credit

agreement. The warrants were exercisable at any time up until the expiration date of August 31, 2016. The fair value of the warrants was recorded as a discount on the related debt, and was amortized to interest expense over the life of the debt. The debt was fully repaid in March 2007. The warrant liability was reported at fair value until completion of the Company’s IPO in February 2012, whereupon the warrants automatically converted into warrants to purchase shares of the Company’s common stock. At the time of conversion of the warrants in connection with the Company’s IPO, the fair value of the warrants was $395, which was reclassified as a component of additional~~paid-in~~ ~~capital.~~

During 2012, 18,685 shares exercisable under the warrants were exercised pursuant to a net exercise provision, which resulted in the issuance of 15,781 common shares. In August 2016, the remaining 28,028 shares exercisable under the warrants were exercised pursuant to a net exercise provision, which resulted in the issuance of 20,528 common shares.

~~Common Stock Reserved for Future Issuance~~

~~At December 31, 2017, the Company has reserved the following shares of common stock for future issuance:~~


	~~December 31,~~ ~~2017~~
~~Common stock options outstanding~~		~~3,924,313~~
~~Restricted stock unit awards outstanding~~		~~2,218,704~~
~~Shares available for issuance under all stock-based compensation plans~~		~~1,429,022~~

~~Total shares of authorized common stock reserved for future issuance~~		~~7,572,039~~

7.12. Income Taxes

Loss before the provision (benefit) for income taxes consists of the ~~following:~~following jurisdictional (loss) income:


	Year Ended December 31,									Year Ended December 31,
	2017			2016			2015			2023			2022			2021
Domestic	$	(20,528	)	$	(10,756	)	$	(8,028	)	$	(24,613	)	$	(11,391	)	$	4,136
Foreign		1,379			1,180			839			2,892			2,324			2,063

Total	$	(19,149	)	$	(9,576	)	$	(7,189	)	$	(21,721	)	$	(9,067	)	$	6,199

F-26

The provision (benefit) for income taxes in the accompanying consolidated financial statements consists of the following:


	Year Ended December 31,								Year Ended December 31,
	2017		2016			2015			2023			2022			2021
Current provision:
Federal	$	—	$	—		$	—		$	(4	)	$	-		$	-
State		21		33			29			117			66			7
Foreign		311		424			389			1,122			880			801

Total current		332		457			418			1,235			946			808

Deferred (benefit):
Federal		—		—			—			(5	)		(834	)		1
State		—		—			—			2			(168	)		2
Foreign		38		(47	)		(27	)		(67	)		4			(9	)

Total deferred		38		(47	)		(27	)		(70	)		(998	)		(6	)

Total provision	$	370	$	410		$	391

Total (benefit) provision									$	1,165		$	(52	)	$	802

A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate is as follows:


	Year Ended December 31,									Year Ended December 31,
	2017			2016			2015			2023	2022	2021
Tax at statutory rates		(34.0	)%		(34.0	)%		(34.0	)%	(21.0%)	(21.0%)	(21.0%)
State income taxes		(4.1	)		(6.1	)		3.4		(3.7%)	(8.8%)	3.4%
Change in tax rate		103.9			0.1			3.0		1.4%	(0.8%)	(0.2%)
Permanent differences		7.1			11.7			34.7		11.4%	18.6%	4.4%
Global intangible low-taxed income										0%	19.9%	0%
Foreign rate differential		(0.7	)		(1.1	)		(1.2	)	1.0%	2.8%	(2.6%)
Research and development credits		(3.7	)		(6.7	)		(9.6	)	(4.2%)	(9.1%)	7.6%
Change in valuation allowance		(66.3	)		40.8			7.7		19.8%	(1.4%)	(3.4%)
Other, net		(0.3	)		(0.4	)		1.4		0.7%	(0.7%)	(1.1%)

Effective tax rate		1.9	%		4.3	%		5.4	%	5.4%	(0.5%)	(12.9%)

The ~~approximate~~ income tax effect of each type of temporary difference and carryforward as of December 31, ~~2017~~2023 and ~~2016~~2022 is as follows:


	As of December 31,						As of December 31,
	2017			2016			2023			2022
Deferred tax assets:
Net operating loss carry-forwards	$	37,964		$	45,850		$	36,936		$	41,239
Tax credit carry-forwards		9,173			7,654			15,691			14,588
Stock-based compensation		1,856			2,236			1,853			2,127
Fixed Assets		267			154			-			134
Account receivable reserves		189			219			140			340
Accrued compensation		851			2,232			602			1,050
Capitalizedstart-up costs		138			279
Lease Liability								4,955			5,524
Capitalized research expenditures								13,234			6,733
Other temporary differences		371			761			1,159			829

Total deferred tax assets		50,809			59,385			74,570			72,564
Deferred tax liabilities:
Other deferred tax liabilities								(4,196	)		(4,046	)
ROU Asset								(4,101	)		(4,578	)
Intangible assets		(3,611	)		(5,962	)		(1,215	)		(3,305	)

Total deferred tax liabilities		(3,611	)		(5,962	)		(9,512	)		(11,929	)

Valuation allowance		(47,111	)		(53,302	)		(65,070	)		(60,717	)

Net deferred tax assets	$	87		$	121

Net deferred tax asset (liability)							$	(12	)	$	(82	)

The Company is required to compute income tax expense in each jurisdiction in which it operates. This process requires the Company to project its current tax liability and estimate its deferred tax assets and liabilities, including net operating loss (NOL) and tax credit carry-forwards. In assessing the ability to realize the net deferred tax assets, management considers whether it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

F-27

The Company has provided a valuation allowance against substantially all of its remaining U.S. net deferred tax assets as of December 31, ~~2017~~2023 and ~~2016,~~December 31, 2022, as based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences. The ~~decrease~~Company has provided a valuation allowance against the net deferred tax assets of its foreign subsidiaries as of December 31, 2023 and December 31, 2022 largely based on the significant weight of negative evidence given to the consolidated worldwide cumulative loss position for the current year and the prior two years. The increase in the valuation allowance from ~~2016~~2022 to ~~2017~~2023 of ~~$6.2~~$4.4 million principally relates to the ~~reduction in federal deferred tax rate offset by the~~ current year ~~taxable loss.~~

U.S. losses and generation of federal and state research and development tax credits.

Based upon the level of historical income in Japan and future projections, the Company believes it is probable it will realize the benefits of its future deductible differences. As such, the Company has not recorded a valuation allowance against its net deferred tax assets in Japan as of December 31, 2017 and 2016.

As of December 31, ~~2017,~~2023, the Company had federal ~~and state~~ net operating losses of approximately ~~$161.9~~$154.0 million, ~~and $66.7~~of which $108.3 million ~~respectively, which~~ are available to offset future taxable income, if any, through ~~2037.~~2037 and $45.7 million which are available to offset future taxable income indefinitely. As of December 31, 2023, the Company had state net operating losses of approximately $76.5 million, of which $73.4 million are available to offset future taxable income, if any, through 2041 and $3.1 million which are available to offset future taxable income indefinitely. The Company also had federal and state research and development tax credits of ~~$6.1~~$10.7 million and ~~$3.9~~$6.3 million, respectively, which expire in various amounts through ~~2037.~~2043. The net operating loss and tax credit amounts are subject to annual limitations under Section 382 change of ownership rules under the U.S. Internal Revenue Code of 1986, as amended. ~~Through June 30, 2014,~~This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company completed an analysis covering the tax periods from inception through December 31, 2022 and performed a high level assessment of the period January 1, 2023 through December 31, 2023 to determine whether there may have been a Section 382 ownership change and determined that it ismore-likely-than-not that the Company’s net operating and tax credit amounts as disclosed are not subject to any material Section 382 limitations.

OnEffective January 1, ~~2009,~~2022, the Tax Cuts and Jobs Act of 2017 requires the Company ~~adopted~~to capitalize, and subsequently amortize R&D expenses over five years for research activities conducted in the ~~provision~~U.S. and over fifteen years for ~~uncertain~~research activities conducted outside of the U.S. As of December 31, 2023, the Company has recorded a deferred tax ~~positions under ASC 740,~~~~Income Taxes~~~~. The adoption did not have an impact on~~asset of $13.2 million related to the ~~Company’s retained earnings balance.~~ capitalized R&D expenditures which is offset by a decrease in its net operating loss carryforward.

At December 31, ~~2017~~2023 and ~~2016,~~2022, the Company had no recorded liabilities for uncertain tax ~~positions.~~

~~At December 31, 2017 and 2016, the Company had no~~positions, nor any accrued interest or penalties related to uncertain tax positions.

The Company files income tax returns in the U.S. federal tax jurisdiction, various state and various foreign jurisdictions. The Company is currently open to examination under the statute of limitations by the Internal Revenue Service and state jurisdictions for the tax years ended ~~2014~~2020 through ~~2017.~~2023. Since the Company is in a U.S. loss carryforward position, carryforward tax attributes generated in prior years may still be adjusted upon future examination if they have or will be used in a future period. Additionally, certainnon-U.S. jurisdictions are no longer subject for income tax examinations by authorities for tax years before ~~2012.~~2018.

As of December 31, 2017, the Company had not yet completed its accounting for all of the tax effects of the enactment of the Act; however, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the~~one-time~~ transition tax. The Company will continue to refine its calculations as additional analysis is completed. The Company expects that any additional changes will be offset by an increase or decrease in the Company’s valuation allowance as any transition tax will result in use of the net operating loss deferred tax asset, which is fully offset by a valuation allowance along with all other net deferred tax assets.

No additional U.S. income taxes or foreign withholding taxes have been provided for any additional outside basis differences inherent in the Company’s foreign entities as these amounts continue to be indefinitely reinvested in foreign operations based on management’s current intentions. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to theone-time transition tax) is not practicable. ~~The Company is still in the process of analyzing the impact of the Act on its indefinite reinvestment assertion.~~

13. Debt

~~8. Debt~~

On November ~~19, 2015,~~1, 2023, the Company entered into a loan modification agreement to an existing amended and restated loan and security agreement with a lender ~~(the~~(collectively, the “Loan Agreement”) ~~providing~~. The Loan Agreement provides for up to a ~~$20.0~~$30.0 million ~~asset based~~asset-backed line of credit (the “Line of Credit”). ~~Under the Line of Credit, the Company can borrow up to $20.0 million.~~ Borrowings under the Line of Credit are secured by substantially all of the Company’s assets, excluding its intellectual property. Outstanding amounts under the Line of Credit accrue interest at a rate ~~equal to~~as follows: (i) for prime rate advances, the prime rate orplus 225 basis points and (ii) for Secured Overnight Financing Rate ('SOFR") advances, the ~~LIBOR~~greater of (A) the SOFR rate plus ~~2.5%~~225 basis points and (B) 4%. Under the Loan Agreement, the Company must comply with certain financial covenants, including maintaining a minimum asset coverage ratio. If ~~the~~there is outstanding principal during any month, ~~is at least $15.0 million,~~ the Company must also maintain a minimum net income threshold based onnon-GAAP operating ~~measures.~~measures. Failure to comply with these covenants, or the occurrence of an event of default, could permit the ~~lender~~lenders under the Line of Credit to declare all amounts borrowed under the Line of Credit, together with accrued interest and fees, to be immediately due and payable. The Line of Credit agreement will expire on November 1, 2026

F-28

. The Company was in compliance with all applicable covenants under the Line of Credit as of December 31, ~~2017. As the Company has not drawn on the Line of Credit,~~2023 and there ~~are~~ were no ~~amounts~~ borrowings outstanding as of December 31, ~~2017.~~2023.

On December 31, 2015, the Company entered into an equipment financing agreement with a lender (the “December 2015 Equipment Financing Agreement”) to finance the purchase of $604 in computer equipment. In February 2016, the Company drew down $604 under the December 2015 Equipment Financing Agreement, and the liability was recorded at fair value using a market interest rate. The Company repaid its obligation over a two year period through January 2018, and the amount outstanding was $26 as of December 31, 2017.

9.14. Accrued Expenses

Accrued expenses consist of the following:


	December 31,				December 31,
	2017		2016		2023		2022
Accrued payroll and related benefits	$	4,436	$	7,089	$	6,499	$	10,082
Accrued sales and other taxes		1,363		2,275		2,601		3,098
Accrued professional fees and outside contractors		2,021		1,082		2,163		3,057
Accrued content delivery		2,390		2,013		3,528		5,684
Accrued other liabilities		3,411		3,246		2,775		4,956

Total	$	13,621	$	15,705	$	17,566	$	26,877

~~10.~~

15. Segment Information

Disclosure requirements about segments of an enterprise and related information establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in interim financial reports issued to stockholders. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief decision maker is its chief executive officer. The Company and the chief decision maker view the Company’s operations and manage its business as one operating segment.

Geographic Data

Total revenue to unaffiliated customers by geographic area, based on the location of the customer, was as follows:


	Year Ended December 31,						Year Ended December 31,
	2017		2016		2015		2023		2022		2021
Revenue:
North America	$	91,358	$	92,912	$	86,106	$	120,378	$	118,755	$	119,079
Europe		24,425		25,196		25,380		32,922		36,177		37,947
Japan		16,881		15,230		9,061		20,080		21,988		25,272
Asia Pacific		22,539		15,617		12,380		27,421		33,645		28,261
Other		710		1,311		1,779		386		443		534

Total revenue	$	155,913	$	150,266	$	134,706	$	201,187	$	211,008	$	211,093

North America is comprised of revenue from the United States, Canada and Mexico. Revenue from customers located in the United States was ~~$85,459, $87,302~~$111.7 million, $111.8 million and ~~$80,455~~$111.5 million during the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015, respectively. Revenue from customers located in Japan was $16,881, $15,230 and $9,061 during the years ended December 31, 2017, 2016 and 2015,~~2021, respectively. Other than the United States and Japan, no ~~other~~ country contributed more than ~~10%~~10% of the Company’s total revenue during the years ended December 31, ~~2017~~2023, 2022, and ~~2016.~~2021, respectively.

~~As of December 31, 2017 and December 31, 2016, property and equipment at locations outside the U.S. was not material.~~

~~11.~~16. 401(k) Savings Plan

The Company maintains a defined contribution savings plan covering all eligible U.S. employees under Section 401(k) of the Internal Revenue Code. Company contributions to the plan may be made at the discretion of the Board. During the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, the Company has made contributions to the plan of ~~$425, $336~~$1.4 million, $0.8 million and ~~$276,~~$0.4 million, respectively.

17. Restructuring

~~12. Quarterly Financial Data (unaudited)~~

F-29

In March 2023, the Company took an action to restructure certain parts of the Company with the intent of aligning skills with the Company’s strategy and facilitating cost efficiencies and savings. As a result certain headcount reductions were necessary. The ~~following table presents certain unaudited quarterly financial information for~~Company incurred approximately $0.4 million in restructuring charges during the ~~eight quarters in the period~~year ended December 31, ~~2017. This information has been prepared~~2023 in connection with this action. The restructuring charges reflect post-employment benefits, and the Company does not expect to incur any additional restructuring charges related to this action. The restructuring charges are reflected in the Condensed Consolidated Statements of Operations as follows: $0.2 million - General and Administrative; $0.1 million – Research and Development; and $0.1 million – Sales and Marketing. The Company paid the entire amount by March 31, 2023.

On April 28, 2023, the Company authorized a restructuring that is designed to reduce operating costs, improve operating margins and focus on key growth and strategic priorities (the "Plan"). The Plan includes a reduction of the Company's then-current workforce by approximately 10%. The Company incurred approximately $2.4 million in restructuring charges during the year ended December 31, 2023 in connection with the Plan. The restructuring charges reflect post-employment benefits. The restructuring charges are reflected in the Condensed Consolidated Statements of Operations as follows: $1.2 million in Sales and Marketing; $0.9 million in Research and Development; $0.2 million in General and administrative and $0.1 million in Cost of Revenue. The Company paid all $2.4 million of the restructuring charges by September 30, 2023.

18. Subsequent Events

On January 11, 2024, the Company took an action to restructure certain parts of the Company with the intent of aligning skills with the Company’s strategy and facilitating cost efficiencies and savings. As a result certain headcount reductions were necessary. The Company estimates it will incur between $1.6 million and $1.8 million in restructuring charges in the three months ended March 31, 2024 in connection with this action. The restructuring charges will primarily reflect post-employment benefits and will be reflected in the Condensed Consolidated Statements of Operations. The Company expects to pay the amounts due as a result of the restructuring action by June 30, 2024, with the majority expected to be paid before March 31, 2024.

On February 21, 2024, Robert Noreck, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer (collectively, “CFO”), notified the Company of his intention to resign. The Company and Mr. Noreck entered into a Transition and Resignation Agreement dated February 21, 2024, pursuant to which Mr. Noreck will step down as CFO effective as of the earlier of May 31, 2024 and the appointment of a successor CFO (the “Transition Date”). Beginning on the ~~same basis as~~Transition Date, Mr. Noreck will transition into the ~~audited financial statements and includes all adjustments (consisting only~~role of ~~normal recurring adjustments) necessary~~a consultant through September 30, 2024, at which time Mr. Noreck’s services to ~~present fairly~~ the ~~unaudited quarterly results of operations set forth herein.~~Company will terminate. The Company has agreed that Mr. Noreck’s employment need not be exclusive to the Company after June 1, 2024.

F-30

For the three months ended:
Dec. 31,
2017 Sep. 30,
2017 Jun. 30,
2017 Mar. 31,
2017 Dec. 31,
2016 Sep. 30,
2016 Jun. 30,
2016 Mar. 31,
2016
Revenue
$ 40,101 $ 39,487 $ 38,753 $ 37,572 $ 38,625 $ 38,389 $ 36,960 $ 36,292
Gross profit
23,783 22,983 22,175 22,354 23,272 24,612 23,507 23,028
Loss from operations
(1,331 ) (5,349 ) (7,884 ) (5,132 ) (3,684 ) (1,552 ) (2,211 ) (1,531 )
Net loss
(1,372 ) (5,396 ) (7,678 ) (5,073 ) (4,363 ) (1,618 ) (2,398 ) (1,607 )
Basic net loss per share
(0.04 ) (0.16 ) (0.22 ) (0.15 ) (0.13 ) (0.05 ) (0.07 ) (0.05 )
Diluted net loss per share
(0.04 ) (0.16 ) (0.22 ) (0.15 ) (0.13 ) (0.05 ) (0.07 ) (0.05 )


Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.


Item 9A.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Annual Report on Form10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule13a-15(f) or15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2017~~2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control-Integrated Framework (2013). Based on this assessment and those criteria, management concluded that our internal control over financial reporting was effective as of December 31, ~~2017.~~2023.

The effectiveness of our internal control over financial reporting as of December 31, ~~2017~~2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

F-51

Report of Independent Registered Public Accounting Firm

To the ~~Shareholders~~Stockholders and the

Board of Directors of Brightcove Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Brightcove Inc.’s internal control over financial reporting as of December 31, ~~2017,~~2023, based on criteria established in Internal ~~Control-Integrated~~Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Brightcove Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of operations, comprehensive ~~loss,~~(loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2017,~~2023, and the related notes and our report dated February ~~28, 2018~~22, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control ~~over~~Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~/s/ Ernst & Young LLP~~

~~Boston, Massachusetts~~

~~February 28, 2018~~

~~Item 9B.~~
/s/ Ernst & Young LLP	~~Other Information~~

Boston, Massachusetts

February 22, 2024

~~None.~~

F-52


Item 9B.	Other Information

During the three month period ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or any “non-Rule 10b5-1 trading agreement” (as defined in Item 408(c) of Regulation S-K).


Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

F-53

PART III

~~Item 10.~~

~~Directors, Executive Officers, and Corporate Governance~~

Item 10. Directors, Executive Officers, and Corporate Governance

Incorporated by reference from the information in our Proxy Statement for our ~~2018~~2024 Annual Meeting of Stockholders, which we will file with the SEC within 120 days of the end of the fiscal year to which this Annual Report on Form10-K relates.

~~Item 11.~~

~~Executive Compensation~~

Item 11. Executive Compensation

~~Item 12.~~

~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~Item 13.~~

~~Certain Relationships and Related Transactions and Director Independence~~

Item 13. Certain Relationships and Related Transactions and Director Independence

~~Item 14.~~

~~Principal Accountant Fees and Services~~

Item 14. Principal Accountant Fees and Services

F-54

PART IV


Item 15.	Exhibits, Financial Statements and Schedules

(a)(1) Financial Statements.

The response to this portion of Item 15 is set forth under Item 8 above.

(a)(2) Financial Statement Schedules.

All schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto set forth under Item 8 above.

(a)(3) Exhibits.

The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form10-K.



Exhibits

2.1* (1)		Agreement and Plan of Merger, dated as of July 26, 2012, by and among the Registrant, Zebra Acquisition Corporation, Zencoder Inc. and the Securityholders’ Representative named therein.
2.2* (2)
~~2.2* (2)~~		Asset Purchase Agreement and Plan of Reorganization, dated as of January 6, 2014, by and among the Registrant, Cacti Acquisition LLC, Unicorn Media, Inc., Unicorn Media of Arizona, Inc., U Media Limited and the Securityholders’ Representative named therein.
3.1* (3)
~~3.1* (3)~~		Eleventh Amended and Restated Certificate of Incorporation.
3.2* (4)
~~3.2* (4)~~		Amended and RestatedBy-Laws.
4.1* (5)
~~4.1* (5)~~		Form of Common Stock certificate of the Registrant.
4.2* (6)
~~4.2* (6)~~		Second Amended and Restated Investor Rights Agreement dated January 17, 2007, by and among the Registrant, the investors listed therein, and Jeremy Allaire, as amended.
4.3* (7)
~~4.3* (7)~~		~~Warrant to Purchase Stock dated August 31, 2006 issued by the Registrant to TriplePoint Capital LLC.~~

~~4.4* (8)~~		Brightcove Inc. RSU Inducement Plan.
4.4* (8)
~~4.5* (9)~~		Form of Restricted Stock Unit Award Agreement under the Brightcove Inc. 2012 RSU Inducement Plan.
4.5* (9)		Brightcove Inc. 2018 Inducement Plan.
4.6* (10)		Form of Stock Option Agreement under the Brightcove Inc. 2018 Inducement Plan.
4.7* (11)		Form of Performance-Based Restricted Stock Unit Agreement under the Brightcove Inc. 2018 Inducement Plan.
4.8* (12)		Description of Capital Stock.
10.1* ~~(10)~~(13)		Form of Indemnification Agreement between the Registrant and its directors and executive officers.

10.2†* ~~(11)~~(14)		Amended and Restated 2004 Stock Option and Incentive Plan of the Registrant, together with forms of award agreement.

10.3†* ~~(12)~~(15)		2012 Stock Incentive Plan of the Registrant.

10.4†* ~~(13)~~(16)		Form of Incentive Stock Option Agreement under the 2012 Stock Incentive Plan.
10.5† (17)
~~10.5†* (14)~~		Form ofNon-Qualified Stock Option Agreement for Company Employees under the 2012 Stock Incentive Plan.
10.6* (18)
~~10.6* (15)~~		~~Lease dated February 28, 2007 between Mortimer B. Zuckerman, Edward H. Linde and Michael A. Cantalupa, as Trustees of One Cambridge Center Trust and Brightcove Inc., as amended.~~

~~10.7* (16)~~		~~Lease dated June 15, 2011 between BP Russia Wharf LLC and Brightcove Inc.~~

~~10.8* (17)~~		Loan and Security Agreement dated March 30, 2011 between Silicon Valley Bank and Brightcove Inc., as amended.
10.7* (19)
~~10.9* (18)~~		Second Loan Modification Agreement dated April 29, 2013 between Silicon Valley Bank and Brightcove Inc.
10.8* (20)
~~10.10* (19)~~		Third Loan Modification Agreement dated October 3, 2014 between Silicon Valley Bank and Brightcove Inc.
10.9* (21)
~~10.11* (20)~~		Loan and Security Agreement dated November 19, 2015 between Silicon Valley Bank and Brightcove Inc.

~~10.12†* (21)~~		~~Employment Agreement dated August 8, 2011 between the Registrant and Jeremy Allaire.~~

~~10.13†* (22)~~		~~Employment Agreement dated August 8, 2011 between the Registrant and David Mendels.~~


~~Exhibits~~10.10†* (22)

~~10.14†* (23)~~		~~Employment Agreement dated August 8, 2011 between the Registrant and Edward Godin.~~

~~10.15†* (24)~~		~~Employment Agreement dated August 8, 2011 between the Registrant and Andrew Feinberg.~~

~~10.16* (25)~~		~~Employment Separation Agreement dated January 2, 2013 between the Registrant and Edward Godin.~~

~~10.17†* (26)~~		~~Amended and Restated Employment Agreement dated July 25, 2013 between Brightcove Inc. and Jeremy Allaire~~

~~10.18†* (27)~~		~~Letter Agreement dated August 25, 2014 between the Registrant and Christopher Menard related to Mr. Menard’s resignation and separation from employment with the Registrant.~~

~~10.19†* (28)~~		~~Employment Agreement dated October 1, 2014 between the Registrant and Jon Corley.~~

~~10.20†* (29)~~		~~Employment Agreement dated October 1, 2014 between the Registrant and Paul Goetz.~~

~~10.21†* (30)~~		~~Employment Agreement dated November 3, 2014 between the Registrant and Kevin R. Rhodes.~~

~~10.22†* (31)~~		Non-Employee Director Compensation Policy.
10.11†* (23)
~~10.23†* (32)~~		Senior Executive Incentive Bonus Plan.
10.12†* (24)
~~10.24†* (33)~~		Form of Restricted Stock Unit Award Agreement under the 2012 Stock Incentive Plan.
10.13†* (25)
~~10.25†* (34)~~		Form of Restricted Stock Unit Award Agreement for Company Employees under the 2012 Stock Incentive Plan.

F-55


10.14†* (26)
~~10.26†* (35)~~		Form of Restricted Stock Unit Award Agreement forNon-Employee Directors under the 2012 Stock Incentive Plan.
10.15* (27)
~~10.27* (36)~~		Form ofNon-Qualified Stock Option Agreement forNon-Employee Directors under the 2012 Stock Incentive Plan.
10.16†* (28)
~~10.28†* (37)~~		~~Separation Agreement dated July 24, 2017 between the Registrant and David Mendels.~~

~~10.29†* (38)~~		~~Amendment to Employment Agreement dated July 24, 2017 between the Registrant and Andrew Feinberg.~~

~~10.30†* (39)~~		Employment Agreement dated September 20, 2017 between the Registrant and David Plotkin.
10.17†* (29)		Non-Employee Director Compensation Policy, as amended and restated on April 11, 2018.
10.18†* (30)		Employment Agreement dated May 3, 2018 between the Registrant and Robert Noreck.
10.19* (31)		Second Amended and Restated Loan and Security Agreement dated December 14, 2018 between the Registrant and Silicon Valley Bank.
10.20* (32)		First Loan Modification Agreement dated March 29, 2019 between the Registrant and Silicon Valley Bank.
10.21* (33)		Third Loan Modification Agreement dated December 28, 2020 between the Registrant and Silicon Valley Bank.
10.22†* (34)		Brightcove Inc. 2021 Stock Incentive Plan.
10.23†* (35)		Form of Incentive Stock Option Agreement under the Brightcove Inc. 2021 Stock Incentive Plan.
10.24†* (36)		Form of Non-Qualified Stock Option Agreement for Brightcove Employees under the Brightcove Inc. 2021 Stock Incentive Plan.
10.25†* (37)		Form of Non-Qualified Stock Option Agreement for Non-U.S. Employees under the Brightcove Inc. 2021 Stock Incentive Plan.
10.26†* (38)		Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Brightcove Inc. 2021 Stock Incentive Plan.
10.27†* (39)		Form of Restricted Stock Unit Agreement for Brightcove Employees under the Brightcove Inc. 2021 Stock Incentive Plan.
10.28†* (40)		Form of Restricted Stock Unit Agreement for Non-U.S. Employees under the Brightcove Inc. 2021 Stock Incentive Plan.
10.29†* (41)		Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Brightcove Inc. 2021 Stock Incentive Plan.
10.30†* (42)		Employment Agreement, dated February 8, 2022 by and between the Registrant and Marc DeBevoise.
10.31*+ (43)		Lease dated November 23, 2021, between 281 Summer Street, LLC and Brightcove Inc.
10.32†* (44)		Brightcove Inc. 2022 Inducement Plan.
10.33†* (45)		Form of Restricted Stock Unit Award Agreement under the Brightcove Inc. 2022 Inducement Plan.
10.34†* (46)		Form of Performance-Based Restricted Stock Unit Award Agreement under the Brightcove Inc. 2022 Inducement Plan.
10.35*+ (47)		Second Loan Modification Agreement dated July 29, 2019 between the Registrant and Silicon Valley Bank.
10.36†* (48)		Amendment No. 1 to the Brightcove Inc. 2021 Stock Incentive Plan
10.37*+ (49)		Fourth Loan Modification Agreement, dated as of November 1, 2023, by and between the Registrant and the Bank.
10.38†**		Transition and Resignation Agreement dated February 21, 2024 between the Registrant and Robert Noreck.
21.1**		Subsidiaries of the Registrant.
23.1**
23.1**		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1**
24.1**		Power of Attorney (included on signature page).
31.1**
31.1**		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
31.2**		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
~~32.1**•~~		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1**		Amended and Restated Policy for Recoupment of Incentive Compensation.
101.INS**		Inline XBRL Instance Document.
101.SCH**
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.


~~Exhibits~~101.LAB**

101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

~~(1)~~

(1)

Filed as Exhibit 2.1 ~~to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange Commission on July 26, 2012.~~

~~(2)~~

~~Filed as Exhibit 2.1 to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange Commission on January 6, 2014.~~

~~(3)~~

~~Filed as Exhibit 3.2 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(4)~~

~~Filed as Exhibit 3.3 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(5)~~

~~Filed as Exhibit 4.1 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(6)~~

~~Filed as Exhibit 4.2 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(7)~~

~~Filed as Exhibit 4.4 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(8)~~

~~Filed as Exhibit 4.4 to the Registrant’s Registration Statement on FormS-8~~ ~~filed with the Securities and Exchange Commission on August 14, 2012.~~

~~(9)~~

~~Filed as Exhibit 4.5 to the Registrant’s Registration Statement on FormS-8~~ ~~filed with the Securities and Exchange Commission on August 14, 2012.~~

~~(10)~~

~~Filed as Exhibit 10.1 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(11)~~

~~Filed as Exhibit 10.2 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(12)~~

~~Filed as Exhibit 10.3 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(13)~~

~~Filed as Exhibit 10.4 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(14)~~

~~Filed as Exhibit 10.5 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(15)~~

~~Filed as Exhibit 10.6 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(16)~~

~~Filed as Exhibit 10.7 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(17)~~

~~Filed as Exhibit 10.8 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(18)~~

~~Filed as Exhibit 10.1 to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange Commission on April 30, 2013.~~

~~(19)~~

~~Filed as Exhibit 10.1 to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange Commission on October 7, 2014.~~

~~(20)~~

~~Filed as Exhibit 10.1 to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange Commission on November 20, 2015.~~

~~(21)~~

~~Filed as Exhibit 10.9 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(22)~~

~~Filed as Exhibit 10.10 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(23)~~

~~Filed as Exhibit 10.11 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(24)~~

~~Filed as Exhibit 10.13 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on August 24, 2011.~~

~~(25)~~

~~Filed as Exhibit 10.14~~ to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2012.

F-56

(2)

Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 6, 2014.

(3)

Filed as Exhibit 3.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(4)

Filed as Exhibit 3.3 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(5)

Filed as Exhibit 4.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(6)

Filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on August 24, 2011.

(7)

Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 14, 2012.

(8)

Filed as Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 14, 2012.

(9)

Filed as Exhibit 4.4 to Registrant’s Registration Statement on Form S-8 filed with the Commission on May 1, 2018.

(10)

Filed as Exhibit 4.5 to Registrant’s Registration Statement on Form S-8 filed with the Commission on May 1, 2018.

(11)

Filed as Exhibit 4.6 to Registrant’s Registration Statement on Form S-8 filed with the Commission on May 1, 2018.

(12)

Filed as Exhibit 4.9 to Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2020.

(13)

Filed as Exhibit 10.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(14)

Filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on August 24, 2011.

(15)

Filed as Exhibit 10.3 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(16)

Filed as Exhibit 10.4 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(17)

Filed as Exhibit 10.5 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(18)

Filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on August 24, 2011.

(19)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 30, 2013.

(20)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 7, 2014.

(21)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 20, 2015.

(22)

Filed as Exhibit 10.14 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(23)

Filed as Exhibit 10.15 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(24)

Filed as Exhibit 10.16 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(25)

Filed as Exhibit 10.17 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(26)

Filed as Exhibit 10.18 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

(27)

Filed as Exhibit 10.19 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on February 6, 2012.

F-57

(28)

Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on October 26, 2017.

(29)

Filed as Exhibit 99.5 to Registrant’s Current Report on Form 8-K filed with the Commission on April 11, 2018.

(30)

Filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 4, 2018.

(31)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 14, 2018.

(32)

Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on April 24, 2019.

(33)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 29, 2020.

(34)

Filed as Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 17, 2021.

(35)

Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2021.

(36)

Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2021.

(37)

Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2021.

(38)

Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2021.

(39)

Filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2021.

(40)

Filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2021.

(41)

Filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on July 28, 2021.

(42)

Filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 9, 2022.

(43)

Filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 18, 2022.

(44)

Filed as Exhibit 4.4 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 18, 2022.

(45)

Filed as Exhibit 4.5 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 18, 2022.

(46)

Filed as Exhibit 4.6 to Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 18, 2022.

(47)

Filed as Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 23, 2023.

(48)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 11, 2023.

(49)

Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 1, 2023.


*	Incorporated herein by reference.
**	Filed herewith.
•	The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form10-K ~~filed with~~ and will not be deemed “filed” for purposes of Section 18 of the Securities ~~and~~ Exchange ~~Commission on March 5, 2013.~~

~~(26)~~

~~Filed~~Act of 1934, as ~~Exhibit 10.1~~amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the ~~Registrant’s Current Report on Form8-K~~ ~~filed with~~extent that the ~~Securities and Exchange Commission on July 25, 2013.~~

~~(27)~~

~~Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form10-Q~~ ~~filed with the Securities and Exchange Commission on November 3, 2014.~~

~~(28)~~

~~Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form10-Q~~ ~~filed with the Securities and Exchange Commission on November 3, 2014.~~

~~(29)~~

~~Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form10-Q~~ ~~filed with the Securities and Exchange Commission on November 3, 2014.~~

~~(30)~~

~~Filed as Exhibit 10.1 to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange Commission on November 10, 2014.~~

~~(31)~~

~~Filed as Exhibit 10.14 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(32)~~

~~Filed as Exhibit 10.15 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(33)~~

~~Filed as Exhibit 10.16 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(34)~~

~~Filed as Exhibit 10.17 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(35)~~

~~Filed as Exhibit 10.18 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(36)~~

~~Filed as Exhibit 10.19 to Amendment No. 5 to the Registrant’s Registration Statement on FormS-1~~ ~~filed with the Securities and Exchange Commission on February 6, 2012.~~

~~(37)~~

~~Filed as Exhibit 99.2 to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange commission on July 26, 2017.~~

~~(38)~~

~~Filed as Exhibit 99.3 to the Registrant’s Current Report on Form8-K~~ ~~filed with the Securities and Exchange commission on July 26, 2017.~~

~~(39)~~

~~Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form10-Q~~ ~~filed with the Securities and Exchange Commission on October 26, 2017.~~

*	~~Incorporated herein~~Registrant specifically incorporates it by reference.

** †	~~Filed herewith.~~

~~The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form10-K~~ and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

†	Indicates a management contract or any compensatory plan, contract or arrangement.
+	Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission.

~~Item 16.~~

~~Form10-K~~ ~~Summary~~

Item 16. Form 10-K Summary

Not applicable.

F-58

Signatures

~~Signatures~~

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the ~~28th~~22nd day of February, ~~2018.~~2024.


		~~BRIGHTCOVE INC.~~

~~By:~~		~~/s/ Andrew Feinberg~~BRIGHTCOVE INC.

		~~Andrew Feinberg~~
	By:		/s/ Marc DeBevoise

		Marc DeBevoise
		Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby constitutes and appoints ~~Kevin R. Rhodes~~Marc DeBevoise, Robert Noreck and David Plotkin, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawfulattorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Name	Title		Date

/s/ ~~Andrew Feinberg~~Marc DeBevoise ~~Andrew Feinberg~~Marc DeBevoise	Chief Executive Officer (Principal Executive Officer)and Director		February ~~28, 2018~~
		22, 2024

/s/ ~~Kevin R. Rhodes~~Robert Noreck ~~Kevin R. Rhodes~~Robert Noreck	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		February ~~28, 2018~~
		22, 2024
~~/s/ Christopher Stagno~~ ~~Christopher Stagno~~	~~Chief Accounting Officer~~ ~~(Principal Accounting Officer)~~			~~February 28, 2018~~

/s/ ~~Gary Haroian~~Diane Hessan ~~Gary Haroian~~Diane Hessan	Chairman of the Board of Directors		February ~~28, 2018~~
		22, 2024
~~/s/ Deborah Besemer~~ ~~Deborah Besemer~~	~~Director~~			~~February 28, 2018~~

/s/ ~~Derek Harrar~~Kristin Frank ~~Derek Harrar~~Kristin Frank	Director		February ~~28, 2018~~
		22, 2024
~~/s/ Diane Hessan~~ ~~Diane Hessan~~	~~Director~~			~~February 28, 2018~~

/s/ Gary Haroian Gary Haroian	Director		February 22, 2024

/s/ Scott Kurnit Scott Kurnit	Director		February ~~28, 2018~~
		22, 2024
/s/ ~~David Orfao~~Tsedal Neeley ~~David Orfao~~Tsedal Neeley	Director		February ~~28, 2018~~22, 2024
/s/ Thomas E. Wheeler Thomas E. Wheeler	Director		February 22, 2024

73F-59


Delaware	20-1579162
~~Delaware~~	~~20-1579162~~
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
~~290 Congress Street~~ ~~Boston, Massachusetts~~		~~02210~~
281 Summer Street Boston, Massachusetts	02210
(Address of principal executive offices)	(Zip Code)


Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock, par value $0.001 per share	BCOV	The NASDAQ Global Market


Large accelerated filer			☐		Accelerated filer		☒ 
~~Non-accelerated~~ ~~filer~~		~~☐ (Do not check if a smaller reporting company)~~
Non-accelerated filer				Smaller reporting company		☐ 
Emerging growth company ☐		


			Page
PART I.
Item 1.	Business			4	6
Item 1A.	Risk Factors			13	14
Item 1B.	Unresolved Staff Comments			30	32
Item 2.1C.	~~Properties~~Cybersecurity			30	32
Item 3.2.	~~Legal Proceedings~~Properties			30	33
Item 4.3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures			31
		34
~~PART II.~~
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			32	35
Item 6.	~~Selected Consolidated Financial Data~~[Reserved]			35	36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk			60	49
Item 8.	Financial Statements and Supplementary Data			63	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			~~F-31~~	51
Item 9A.	Controls and Procedures			~~F-31~~	51
Item 9B.	Other Information			67
		53
~~PART III~~Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections				53

PART III
Item 10.	Directors, Executive Officers and Corporate Governance			67	54
Item 11.	Executive Compensation			67	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			67	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence			67	54
Item 14.	Principal Accountant Fees and Services			67
		54
~~PART IV~~
PART IV
Item 15.	Exhibits and Financial Statement Schedules			67	55
Item 16.	Form10-K Summary			71	58

Signatures						72	59