8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2008

LIMELIGHT NETWORKS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-33508	20-1677033
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

2220 W. 14^th Street
Tempe, AZ 85281

(Address, including zip code, of principal executive offices)

(602) 850-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 2.02 Results of Operations and Financial Condition.

     On May 8, 2008, Limelight Networks, Inc. issued a press release regarding its financial results for the first quarter ended March 31, 2008 and certain other information. The full text of this press release is furnished herewith as Exhibit 99.1.

     The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number	Description
99.1	Limelight Networks, Inc. Press Release dated May 8, 2008 (furnished herewith).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIMELIGHT NETWORKS, INC.
Dated: May 8, 2008	By:	/s/ Matthew Hale
		Matthew Hale
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Limelight Networks, Inc. Press Release dated May 8, 2008 (furnished herewith).

EX-99.1

Exhibit 99.1

LIMELIGHT NETWORKS REPORTS FIRST QUARTER 2008 RESULTS

• Grew revenue to $30.2 million, a 29% increase from the year-ago first-quarter

• Signed 183 new customers, up from 84 new customers in last year’s first quarter, including 35 international and 77 signed in March

• Introduced Limelight Live Event Services — a solution of professional services and advanced technologies — enabling content producers to broadcast live events

• Announced content delivery network support for Microsoft Silverlight DRM powered by PlayReady

• Launched content delivery network support for Adobe Flash Media Server 3

• Received first patent award for digital rights management technology

TEMPE, Ariz. — 8 May 2008 — Limelight Networks, Inc (Nasdaq: LLNW) today reported first-quarter 2008 revenue of $30.2 million and a GAAP net loss of $18.4 million, or 22 cents per basic share. Non-GAAP net loss, adjusted for certain charges, was $2.0 million, or 2 cents per share. EBITDA adjusted for share-based compensation, litigation and damage costs, was $2.1 million. Limelight Networks’ non-GAAP EPS loss of 2 cents per basic share excludes a charge of 15 cents per basic share related to litigation and damage costs and 5 cents per basic share of share-based compensation.

Reconciliation of GAAP to non-GAAP net income is included in the attached tables.

“We are pleased with our customer addition rate, platform advancements, additions to our service suite, and progress towards our goal of delivering a brilliant client and end-user experience. Our number of new customer wins was up over 110% compared to the same quarter last year — despite an unfavorable verdict in our ongoing litigation with Akamai. Over 40% of these new customers were signed in March, after the verdict was announced, clearly demonstrating continued confidence in our business,” said Jeff Lunsford, chief executive officer, Limelight Networks, Inc.

Business Drivers

Limelight Networks signed 183 new customers in the first quarter, up significantly from 84 signed in the same quarter a year ago. Of those new customer wins, 35 were international, and 77 occurred in the month of March. The Company also saw early success with its newly announced Live Event Services product, continued growth of its electronic software delivery products, expanded agreements with existing customers, and international expansion in the quarter.

Solid Financial Footing

First-quarter revenue was $30.2 million, up 29 percent from $23.4 million in the year-ago first quarter and within the range of guidance previously provided by the Company.

“We are focused on continued growth of recurring revenues and further diversification of revenue streams, including extending our business into the enterprise sector. Our top 20 customers now account for 58% of total revenue, down from 64% a year ago,” said Matt Hale, chief financial officer, Limelight Networks, Inc.

Capital purchases were $3.1 million, down from $5.6 million in last year’s first quarter.

“We continue to make operational improvements throughout the business, including software platform enhancements and improvements in infrastructure performance.,” commented Hale.

Limelight Networks ended the quarter with no debt and approximately $195 million in cash and short-term marketable securities.

Second-Quarter Outlook

Limelight Networks anticipates second-quarter revenue to be in the range of $28 million to $30 million.

Conference Call and Web Audiocast

Management will host a quarterly conference call for investors beginning at 2:00 p.m. PST (5:00 p.m. EST). This call can be accessed toll-free at 1.800.561.2718 within the United States or 1.617.614.3525 outside of the U.S. using Conference ID 50345649.

The conference call will also be audiocast live at www.llnw.com and a replay will be available following the call from the Company’s website.

Financial Statements

LIMELIGHT NETWORKS, INC.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

	March 31,		December 31,
	2008		2007
Assets
Cash and cash equivalents	$	120,254	$	113,824
Marketable securities		74,423		83,273
Accounts receivable, net		22,115		21,407
Income tax receivable		1,366		1,960
Prepaid expenses and other current assets		5,008		4,469
Current assets		223,166		224,933
Property and equipment, net		43,963		46,968
Marketable securities, less current portion		32		87
Other assets		876		1,440
Total assets	$	268,037	$	273,428
Liabilities and stockholders’ equity
Accounts payable	$	4,929	$	8,523
Accounts payable, related parties		150		230
Deferred revenue, current portion		5,399		4,237
Provision for litigation		55,264		48,130
Other current liabilities		14,753		9,312
Current liabilities		80,495		70,432
Deferred revenue, less current portion		7,328		8,189
Other liabilities		771		770
Total liabilities		88,594		79,391
Stockholders’ equity		179,443		194,037
Total liabilities and stockholders’ equity	$	268,037	$	273,428

LIMELIGHT NETWORKS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,			December 31,
	2008			2007			2007			2006
Revenues	$	30,202		$	29,132		$	23,353		$	22,110
Costs and operating expenses:
Cost of revenues (1)(2)		20,672			18,435			14,497			13,232
General and administrative (1)(2)		13,329			7,961			7,774			10,061
Sales and marketing (1)		8,142			8,619			3,018			2,450
Research and development (1)		1,590			1,385			1,285			1,200
Provision for Litigation		7,134			48,130			—			—
Total costs and operating expenses		50,867			84,530			26,574			26,943
Operating loss		(20,665	)		(55,398	)		(3,221	)		(4,833	)
Interest expense		(21	)		(6	)		(573	)		(431	)
Interest income		1,891			2,035			89			129
Other income (expense)		170			(177	)		—			105
Loss before income taxes		(18,625	)		(53,546	)		(3,705	)		(5,030	)
Income tax (benefit) expense		(183	)		1,799			200			(51	)
Net loss	$	(18,442	)	$	(55,345	)	$	(3,905	)	$	(4,979	)
Net loss allocable to common stockholders	$	(18,442	)	$	(55,345	)	$	(3,905	)	$	(4,979	)
Net loss per share:
Basic	$	(0.22	)	$	(0.67	)	$	(0.18	)	$	(0.25	)
Diluted	$	(0.22	)	$	(0.67	)	$	(0.18	)	$	(0.25	)
Shares used in per share calculations:
Basic		82,623			82,140			21,945			19,882
Diluted		82,623			82,140			21,945			19,882

(1)	Includes share-based compensation (see supplemental table for figures)
(2)	Includes depreciation (see supplemental table for figures)

LIMELIGHT NETWORKS, INC.
Supplemental Financial Data
(In thousands)
(Unaudited)

	Three Months Ended
	March 31,			December 31,		March 31,		December 31,
	2008			2007		2007		2006
Supplemental financial data (in thousands):
Share-based compensation:
Cost of revenues	$	507		$	479	$	242	$	201
General and administrative		1,665			1,454		3,743		4,655
Sales and marketing		1,306			1,272		235		143
Research and development		482			420		851		856
Total share-based Compensation	$	3,960		$	3,625	$	5,071	$	5,855
Depreciation and amortization:
Network-related depreciation	$	6,013		$	5,429	$	4,688	$	3,908
Other depreciation		247			278		137		91
Total depreciation and amortization	$	6,260		$	5,707	$	4,825	$	3,999
Capital expenditures:
Capital Expenditures (cash and accrual)	$	3,095		$	5,135	$	5,575	$	17,109
Net increase (decrease) in cash, cash equivalents and marketable securities	$	(2,475	)	$	3,032	$	4,995	$	(3,501	)
End of period statistics:
Number of production customers under recurring contract		1,232			1,157		726		693
Number of employees		244			239		167		123

LIMELIGHT NETWORKS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,			December 31,
	2008			2007			2007			2006
Cash flows from operating activities:
Net loss	$	(18,442	)	$	(55,345	)	$	(3,905	)	$	(4,979	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		6,260			5,707			4,824			3,999
Share-based compensation		3,960			3,625			5,071			5,855
Deferred income tax (benefit) expense		(176	)		33			(467	)		(470	)
Excess tax benefits related to stock option exercises					(1,596	)		—
Accounts receivable charges		1,562			2,268			677			743
Accretion of debt discount		—			—			41			74
Accretion of marketable securities		(453	)		(530	)		—			—
Gain on sale of property and equipment		—			—			—			(175	)
(Gain) Loss on foreign exchange		(106	)		42			—			—
Loss on investment		55			387			—			—
Unrealized (gain) loss on marketable securities		(58	)		—			—			—
Changes in operating assets and liabilities:
Accounts receivable		(2,271	)		(5,243	)		1,998			(6,313	)
Prepaid expenses and other current assets		87			1,037			(1,809	)		(499	)
Income taxes receivable		594			2,742			310			(3,124	)
Other assets		564			11			(119	)		(162	)
Accounts payable		(4,678	)		3,613			(732	)		(6,074	)
Accounts payable, related parties		(80	)		230			1			781
Deferred revenue		301			135			20			—
Provision for litigation		7,134			48,130			—			—
Other current liabilities		5,035			(4,449	)		630			2,161
Other long term liabilities		1			740			—			—
Net cash (used in) provided by operating activities:		(711	)		1,536			6,540			(8,183	)
Cash flows from investing activities:
Purchase of marketable securities		(34,725	)		(2,081	)		—			—
Sale of marketable securities		44,200			20,300			—			—
Purchases of property and equipment		(2,441	)		(37,569	)		(3,095	)		(13,282	)
Net cash provided by (used in) investing activities		7,034			(19,350	)		(3,095	)		(13,282	)
Cash flows from financing activities:
Borrowings on credit facilities		—			—			—			23,818
Payments on credit facilities		—			—			—			(7,749	)
Borrowings on line of credit		—			—			1,500			—
Payments on capital lease obligations		—			—			(159	)		(71	)
Payments on notes payable — related parties		—			—			—			—
Escrow funds returned from share repurchase		—			1,190			298			317
Excess tax benefits related to stock option exercises		—			1,573			23			1,627
Proceeds from exercise of stock options and warrants		107			175			31			200
Proceeds from preferred stock issuance		—			—			—			(107	)
Proceeds from initial public offering, net of issuance costs		—			(47	)		—			—
Effects of exchange rate changes on cash and cash equivalents		—			(4	)		—			—
Net cash provided by financing activities		107			2,887			1,693			18,035
Net increase (decrease) in cash and cash equivalents		6,430			(14,926	)		5,138			(3,430	)
Cash and cash equivalents, beginning of period		113,824			128,750			7,611			11,041
Cash and cash equivalents, end of period	$	120,254		$	113,824		$	12,749		$	7,611

Use of Non-GAAP Financial Measures

     To evaluate our business, we consider and use Non-GAAP net income and EBITDA adjusted for share-based compensation and litigation and damage costs as a supplemental measure of operating performance. We consider Non-GAAP net income to be an important indicator of overall business performance because it allows us to illustrate the impact of the effects of share-based compensation, litigation expenses and provision for litigation. We define EBITDA as GAAP net income before interest income, interest expense, other income and expense, provision for income taxes, depreciation and amortization. We define EBITDA adjusted for share-based compensation and litigation and damage costs as EBITDA plus expenses that we do not consider reflective of our ongoing operations. We use EBITDA adjusted for share-based compensation and litigation and damage costs as a supplemental measure to review and assess operating performance. We also believe use of EBITDA adjusted for share-based compensation and litigation and damage costs facilitates investors’ use of operating performance comparisons from period to period.

     The terms Non-GAAP net income, EBITDA and EBITDA adjusted for share-based compensation and litigation and damage costs are not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and are not measures of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. Our Non-GAAP net income, EBITDA and EBITDA adjusted for share-based compensation and litigation and damage costs have limitations as analytical tools, and when assessing our operating performance, Non-GAAP net income, EBITDA and EBITDA adjusted for share-based compensation and litigation and damage costs should not be considered in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Some of these limitations include, but are not limited to:

• EBITDA and EBITDA adjusted for share-based compensation and litigation and damage costs do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

• they do not reflect changes in, or cash requirements for, our working capital needs;

• they do not reflect the cash requirements necessary for litigation costs and damages accruals;

• they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• they do not reflect income taxes or the cash requirements for any tax payments;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will be replaced sometime in the future, and EBITDA and EBITDA adjusted for share-based compensation and litigation and damage costs do not reflect any cash requirements for such replacements;

• while share-based compensation is a component of operating expense, the impact on our financial statements compared to other companies can vary significantly due to such factors as the assumed life of the options and the assumed volatility of our common stock; and

• other companies may calculate EBITDA and EBITDA adjusted for share-based compensation and litigation and damage costs differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP Net Income and EBITDA adjusted for share-based compensation and litigation and damage costs only as supplemental support for management’s analysis of business performance . Non-GAAP Net Income, EBITDA and EBITDA adjusted for share-based compensation and litigation and damage costs are calculated as follows for the periods presented in thousands:

Reconciliation of Non-GAAP Financial Measures

     In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, the company is presenting the most directly comparable GAAP financial measures and reconciling the non-GAAP financial metrics to the comparable GAAP measures.

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (Loss)
(In thousands)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,			December 31,
	2008			2007			2007			2006
GAAP net loss	$	(18,442	)	$	(55,345	)	$	(3,905	)	$	(4,979	)
Provision for litigation		7,134			48,130			—			—
Share-based compensation		3,960			3,625			5,071			5,855
Litigation defense expenses		5,366			2,772			885			2,296
Deferred CDN Services not yet delivered		—			729			—			—
Deferred cost of traffic and services		—			21			—			—
Non-GAAP net (loss) income	$	(1,982	)	$	(68	)	$	2,051		$	3,172

Reconciliation of GAAP Net Income (Loss) to EBITDA to EBITDA
Adjusted for Share-Based Compensation and Litigation and Damage Costs
(In thousands)
(Unaudited)

	Three Months Ended
	March 31,			December 31,			March 31,			December 31,
	2008			2007			2007			2006
GAAP net loss	$	(18,442	)	$	(55,345	)	$	(3,905	)	$	(4,979	)
Add: depreciation and amortization		6,260			5,707			4,825			3,999
Add: interest expense		21			6			573			431
Less: interest and other income		(2,062	)		(1,858	)		(89	)		(234	)
Plus income tax expense (benefit)		(183	)		1,799			200			(51	)
EBITDA	$	(14,406	)	$	(49,691	)	$	1,604		$	(834	)
Add: provision for litigation		7,134			48,130			—			—
Add: share-based compensation		3,960			3,625			5,071			5,855
Add: litigation defense expenses		5,366			2,772			885			2,296
EBITDA adjusted for share-based compensation, litigation and damage costs	$	2,054		$	4,836		$	7,560		$	7,317

Safe-Harbor Statement

This press release contains forward-looking statements concerning, among other things, the outlook for the Company’s revenues, net loss and stock-based compensation expense for the second quarter of 2008, customer growth, market growth, pricing pressures, expansion into additional market segments, product and services improvements and litigation and related expenses. Forward-looking statements are not guarantees and are subject to a number of risks and uncertainties that could cause actual results to differ materially including, but not limited to, risks and uncertainties discussed in the Company’s Annual Report on Form 10K and other filings with the Securities and Exchange Commission and the final review of the results and amendments and preparation of quarterly financial statements, including consultation with our outside auditors. Accordingly, readers are cautioned not to place undue reliance on any forward-looking statements. The Company assumes no duty or obligation to update or revise any forward-looking statements for any reason.

# # #

About Limelight Networks, Inc.

Limelight Networks, Inc. (Nasdaq: LLNW) is a content delivery partner enabling the next wave of Internet business and entertainment. More than 1300 Internet, entertainment, software, and technology brands trust our robust, scalable platform to monetize their digital assets by delivering a brilliant online experience to their global audience. Our architecture bypasses the busy public Internet using a dedicated optical network that interconnects thousands of servers and delivers massive files at the speed of light — directly to the access networks that consumers use every day. Our proven network and passion for service provides our customers confidence that every object in their library will be delivered to every user, every time. For more information, visit http://www.limelightnetworks.com.

Contact:
Paul Alfieri of Limelight Networks, Inc.
+1-917-297-4241
palfieri@llnw.com