The Numbers and Details Behind Bending Spoons Plans to Acquire Brightcove
In regulatory filings (two 8-Ks and one 10-Q), more details have emerged in Bending Spoons plans to acquire Brightcove, including some terms for employees who stay on with the new company, the number of aggregate shares of company common stock tied to RSU awards, the exact number of Brightcove employees, a disclosure of a “material weakness in internal control over financial reporting,” and other company details. I have highlighted some of the numbers below, and Mark Donnigan and I recorded a special podcast discussing the proposed Brightcove acquisition, which you can listen to here.
- As of Sept 30, 2024, Brightcove had 621 employees, not 720 like multiple people keep reporting
- If the deal is not completed by August 24, 2025, Brightcove would have to pay $7.8M in a termination charge
- Brightcove’s CEO, CFO, CLO all have been given a $200K bonus to stay on with the Company or one of its subsidiaries through the Closing
- Employees who stay with the new entity cannot have their salary or base hourly rate “reduced by more than 10%” for 12 months.
- Brightcove disclosed a “material weakness in internal control over financial reporting.” Fortunately, Brightcove says the material weakness “did not result in any material misstatements in our financial statements or disclosures, and there were no changes to previously released financial results.”
- Brightcove has a minimum commitment of $6.6 million over two years for content delivery network services, hosting and other support services.
- On March 20, 2023, Brightcove granted 1,563,688 premium-priced options to some of its employees under its 2021 Stock Incentive Plan. The options have a strike price of $7.00 and vest in equal installments over three years following March 10, 2023.
- An aggregate of 1,904,276 shares of Brightcove’s common stock were subject to outstanding company stock options, and an aggregate of 7,579,892 shares of company common stock were subject to outstanding company RSU awards.
- While not in the filing, I find a record of 53 patents granted to Brightcove. However, in Q1, the company sold an unknown number of its patents to Adeia for $6.0 million. I don’t know how many patents Brightcove currently owns.
- At the end of Q3, Brightcove had 1,923 premium customers, which was slightly down YoY. Outside of premium customers, Brightcove had 469 “starter” customers, paying $350 monthly, which was slightly down in Q3 YoY.