Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 03, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2016 | |
Entity Registrant Name | QUMU CORP | |
Entity Central Index Key | 892,482 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 9,229,043 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 4,641 | $ 7,072 |
Marketable securities | 0 | 6,249 |
Receivables, net of allowance for doubtful accounts of $21 and $24, respectively | 6,039 | 11,257 |
Income tax receivable | 343 | 659 |
Prepaid expenses and other current assets | 2,828 | 3,392 |
Total current assets | 13,851 | 28,629 |
Property and equipment, net of accumulated depreciation of $3,447 and $2,615, respectively | 2,083 | 2,942 |
Intangible assets, net | 8,818 | 11,032 |
Goodwill | 7,107 | 8,103 |
Deferred income taxes, non-current | 61 | 57 |
Other assets, non-current | 4,891 | 3,649 |
Total assets | 36,811 | 54,412 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 2,929 | 3,864 |
Accrued compensation | 2,140 | 4,014 |
Deferred revenue | 10,021 | 10,413 |
Deferred rent | 289 | 270 |
Financing obligations | 367 | 502 |
Current liabilities from discontinued operations | 0 | 50 |
Total current liabilities | 15,746 | 19,113 |
Long-term liabilities: | ||
Deferred revenue, non-current | 405 | 2,215 |
Income taxes payable, non-current | 6 | 9 |
Deferred tax liability, non-current | 367 | 575 |
Financing obligations, non-current | 259 | 519 |
Deferred rent - non-current | 780 | 998 |
Other non-current liabilities | 0 | 226 |
Total long-term liabilities | 1,817 | 4,542 |
Total liabilities | 17,563 | 23,655 |
Commitments and contingencies (Note 4) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, authorized 250,000 shares, no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, authorized 29,750,000 shares, issued and outstanding 9,246,803 and 9,188,682, respectively | 92 | 92 |
Additional paid-in capital | 66,501 | 65,484 |
Accumulated deficit | (44,206) | (33,298) |
Accumulated other comprehensive loss | (3,139) | (1,521) |
Total stockholders’ equity | 19,248 | 30,757 |
Total liabilities and stockholders’ equity | $ 36,811 | $ 54,412 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts and sales returns | $ 21 | $ 24 |
Property and equipment, accumulated depreciation and amortization | $ 3,447 | $ 2,615 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 29,750,000 | 29,750,000 |
Common stock, shares issued | 9,230,723 | 9,188,682 |
Common stock, shares outstanding | 9,230,723 | 9,188,682 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Software licenses and appliances | $ 1,154 | $ 3,267 | $ 3,952 | $ 6,970 |
Service | 5,956 | 6,335 | 18,409 | 17,365 |
Total revenues | 7,110 | 9,602 | 22,361 | 24,335 |
Cost of revenues: | ||||
Software licenses and appliances | 563 | 1,057 | 1,932 | 1,996 |
Service | 2,294 | 3,813 | 7,697 | 11,141 |
Total cost of revenues | 2,857 | 4,870 | 9,629 | 13,137 |
Gross profit | 4,253 | 4,732 | 12,732 | 11,198 |
Operating expenses: | ||||
Research and development | 1,986 | 2,848 | 6,746 | 8,508 |
Sales and marketing | 2,435 | 4,706 | 8,945 | 14,274 |
General and administrative | 2,109 | 4,353 | 7,344 | 12,275 |
Amortization of purchased intangibles | 221 | 200 | 674 | 599 |
Total operating expenses | 6,751 | 12,107 | 23,709 | 35,656 |
Operating loss | (2,498) | (7,375) | (10,977) | (24,458) |
Other income (expense): | ||||
Interest income (expense), net | (13) | (10) | (40) | 21 |
Other Nonoperating Income (Expense) | (13) | (89) | (24) | (157) |
Total other expense, net | (26) | (99) | (64) | (136) |
Loss before income taxes | (2,524) | (7,474) | (11,041) | (24,594) |
Income tax benefit | (39) | (163) | (133) | (482) |
Net loss from continuing operations | (2,485) | (7,311) | (10,908) | (24,112) |
Net income (loss) from discontinued operations, net of tax | 0 | 79 | 0 | (10) |
Net loss | $ (2,485) | $ (7,232) | $ (10,908) | $ (24,122) |
Net loss from continuing operations per share | $ (0.27) | $ (0.79) | $ (1.18) | $ (2.61) |
Net income from discontinued operations per share | 0 | 0.01 | 0 | 0 |
Net loss per share | $ (0.27) | $ (0.78) | $ (1.18) | $ (2.61) |
Basic and diluted weighted average shares outstanding | 9,241 | 9,288 | 9,232 | 9,233 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (2,485) | $ (7,232) | $ (10,908) | $ (24,122) |
Other comprehensive income (loss): | ||||
Net change in foreign currency translation adjustments | (391) | (516) | (1,619) | (417) |
Change in net unrealized gain (loss) on marketable securities, net of tax | 0 | 1 | 1 | 18 |
Total other comprehensive loss | (391) | (515) | (1,618) | (399) |
Total comprehensive loss | $ (2,876) | $ (7,747) | $ (12,526) | $ (24,521) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net loss | $ (10,908) | $ (24,122) |
Net loss from discontinued operations, net of tax | 0 | 10 |
Net loss from continuing operations | (10,908) | (24,112) |
Adjustments to reconcile net loss to net cash used in continuing operating activities: | ||
Depreciation and amortization | 2,515 | 2,292 |
Stock-based compensation | 1,035 | 1,430 |
Loss on disposal of property and equipment | 4 | 23 |
Deferred income taxes | (148) | (235) |
Changes in operating assets and liabilities: | ||
Receivables | 4,892 | 1,647 |
Income taxes receivable / payable | 265 | (407) |
Prepaid expenses and other assets | (727) | (462) |
Accounts payable and other accrued liabilities | (884) | (524) |
Accrued compensation | (1,823) | (3,264) |
Deferred revenue | (1,857) | 1,296 |
Deferred rent | (193) | 0 |
Other non-current liabilities | (226) | (11) |
Net cash used in continuing operating activities | (8,055) | (22,327) |
Net cash provided by (used in) discontinued operating activities | (50) | 665 |
Net cash used in operating activities | (8,105) | (21,662) |
Investing activities: | ||
Purchases of marketable securities | 0 | (9,500) |
Sales and maturities of marketable securities | 6,250 | 24,215 |
Purchases of property and equipment | (52) | (530) |
Proceeds from sale of property and equipment | 0 | 43 |
Net cash provided by continuing investing activities | 6,198 | 14,228 |
Net cash used in discontinued investing activities | 0 | (1) |
Net cash provided by investing activities | 6,198 | 14,227 |
Financing activities: | ||
Principal payments on financing obligations | (386) | (241) |
Common stock repurchases to settle employee withholding liability | (18) | (46) |
Proceeds from employee stock plans | 0 | 142 |
Net cash used in financing activities | (404) | (145) |
Effect of exchange rate changes on cash | (120) | (75) |
Net decrease in cash and cash equivalents | (2,431) | (7,655) |
Cash and cash equivalents, beginning of period | 7,072 | 11,684 |
Cash and cash equivalents, end of period | 4,641 | 4,029 |
Supplemental disclosures of net cash paid during the period: | ||
Income taxes paid, net | 43 | 102 |
Interest paid | $ 49 | $ 16 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Qumu Corporation (the "Company") provides the tools businesses need to create, manage, secure, deliver and measure the success of their videos. The Company's innovative solutions release the power in video to engage and empower employees, partners and clients. Organizations around the world realize the greatest possible value from video they create and publish. Whatever the audience size, viewer device or network configuration, the Company's solutions are how business does video. The Company views its operations and manages its business as one segment and one reporting unit. Factors used to identify the Company's single operating segment and reporting unit include the financial information available for evaluation by the chief operating decision maker in making decisions about how to allocate resources and assess performance. The Company manages the marketing of its products and services through regional sales representatives and independent distributors in the United States and international markets. The Company previously conducted its operations through two businesses consisting of 1) its enterprise video content management software business and 2) its disc publishing business. On June 27, 2014, the Company's shareholders approved the sale of the disc publishing assets and on July 1, 2014, the sale was completed. As a result, effective June 27, 2014, the disc publishing business was classified as held for sale and qualified for presentation as discontinued operations effective with the reporting of the Company's financial results for the second quarter of 2014. Accordingly, effective June 27, 2014, the Company had one remaining reportable segment, the enterprise video content management software business. The operational results of the disc publishing business are presented in the “Net income (loss) from discontinued operations, net of tax” line item on the condensed consolidated statements of operations. All remaining amounts presented in the accompanying consolidated financial statements and notes reflect the financial results and financial position of the Company's continuing enterprise video content management software business, other than consolidated amounts reflecting operating results and balances for both the continuing and discontinued operations. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in a complete set of financial statements have been condensed or omitted. However, in the opinion of management, the financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position and results of operations and cash flows of the interim periods presented. Operating results for these interim periods are not necessarily indicative of results to be expected for the entire year, due to seasonal, operating and other factors. The operating results for the three and nine months ended September 30, 2016 and 2015 and the financial position as of September 30, 2016 and December 31, 2015 reflect the Company's disc publishing business as discontinued operations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015 . |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2016 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities Marketable securities consisted of the following (in thousands): December 31, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 6,250 $ — $ (1 ) $ 6,249 Total marketable securities $ 6,250 $ — $ (1 ) $ 6,249 No marketable securities were outstanding as of September 30, 2016. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Changes in the Company’s amortizable intangible assets consisted of the following (in thousands): September 30, 2016 Customer Relationships Developed Technology Trademarks / Trade-Names Covenants Not to Compete Total Original cost $ 4,853 $ 8,088 $ 2,181 $ 33 $ 15,155 Accumulated amortization (1,460 ) (4,224 ) (625 ) (28 ) (6,337 ) Net identifiable intangible assets $ 3,393 $ 3,864 $ 1,556 $ 5 $ 8,818 Weighted-average useful lives (years) 10 6 15 2 9 December 31, 2015 Customer Relationships Developed Technology Trademarks / Trade-Names Covenants Not to Compete Total Original cost $ 5,115 $ 8,567 $ 2,190 $ 38 $ 15,910 Accumulated amortization (1,075 ) (3,261 ) (528 ) (14 ) (4,878 ) Net identifiable intangible assets $ 4,040 $ 5,306 $ 1,662 $ 24 $ 11,032 Weighted-average useful lives (years) 10 6 15 2 9 Changes to the carrying amount of net amortizable intangible assets for the nine months ended September 30, 2016 consisted of the following (in thousands): Nine Months Ended Balance, beginning of period $ 11,032 Amortization expense (1,627 ) Currency translation (587 ) Balance, end of period $ 8,818 Amortization expense of intangible assets consisted of the following (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Amortization expense associated with the developed technology included in cost of revenues $ 308 $ 320 $ 953 $ 953 Amortization expense associated with other acquired intangible assets included in operating expenses 221 200 674 599 Total amortization expense $ 529 $ 520 $ 1,627 $ 1,552 Changes to the carrying amount of goodwill for the nine months ended September 30, 2016 consisted of the following (in thousands): Nine Months Ended Balance, beginning of period $ 8,103 Currency translation (996 ) Balance, end of period $ 7,107 During the nine months ended September 30, 2016 , the Company’s stock price traded at levels which caused the Company’s enterprise value, excluding any control premium, to approximate its book value, resulting in increased risk of a potential impairment of goodwill. As of September 30, 2016 , the Company’s market capitalization, without a control premium, exceeded its book value by approximately 9% . Declines in the Company's market capitalization could require the Company to record goodwill and other impairment charges. While a goodwill impairment charge is a non-cash charge, it would have a negative impact on the Company's results of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases and Other Financing Obligations Balances for assets acquired under capital lease obligations and included in property and equipment were as follows (in thousands): September 30, December 31, Computer and network equipment $ 509 $ 511 Furniture 287 287 Assets acquired under capital lease obligations 796 798 Accumulated depreciation (308 ) (123 ) Assets acquired under capital lease obligations, net $ 488 $ 675 The current and long-term portions of capital leases and other financing obligations were as follows (in thousands): September 30, December 31, Capital leases and other financing obligations, current $ 367 $ 502 Capital leases and other financing obligations, noncurrent 259 519 Total capital leases and other financing obligations $ 626 $ 1,021 The Company leases certain of its facilities and some of its equipment under non-cancelable operating lease arrangements. The rental payments under these leases are charged to expense on a straight-line basis over the non-cancelable term of the lease. Future minimum payments under capital lease obligations, other financing obligations, and non-cancelable operating leases, excluding property taxes and other operating expenses, as of September 30, 2016 are as follows (in thousands): Periods ending December 31, Capital leases and other financing obligations Operating leases Total Remainder of 2016 $ 127 $ 347 $ 474 2017 370 1,203 1,573 2018 172 997 1,169 2019 3 532 535 2020 — 297 297 Thereafter — 632 632 Total minimum lease payments 672 $ 4,008 $ 4,680 Less amount representing interest (46 ) Present value of net minimum lease payments $ 626 The above schedule excludes future payments associated with the term loan credit agreement the Company entered into on October 21, 2016, described in Note 10–"Subsequent Event." Contingencies The Company is exposed to a number of asserted and unasserted claims encountered in the normal course of business. Legal costs related to loss contingencies are expensed as incurred. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position or results of operations. The Company’s standard arrangements include provisions indemnifying customers against liabilities if the Company's products infringe a third-party’s intellectual property rights. The Company has not incurred any costs in its continuing operations as a result of such indemnifications and has not accrued any liabilities related to such contingent obligations in the accompanying condensed consolidated financial statements. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company granted the following stock-based awards: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock options 22,500 52,500 52,500 192,500 Restricted stock awards and restricted stock units — — 120,000 150,218 With the exception of an award of non-qualified options to purchase 130,000 shares of the Company's common stock to a newly hired executive management level employee on May 18, 2015, the stock options, restricted stock awards and restricted stock units granted during the three and nine months ended September 30, 2016 and 2015 were granted under the Company's Second Amended and Restated 2007 Stock Incentive Plan (the "2007 Plan"), a shareholder approved plan. On May 12, 2016, the Company’s shareholders approved an amendment to the 2007 Plan to increase the number of shares authorized under the plan by 500,000 to a total of 2,730,320 shares. The Company recognized the following expense related to its share-based payment arrangements (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock-based compensation cost, before income tax benefit: Stock options $ 94 $ 130 $ 398 $ 503 Restricted stock awards and restricted stock units 201 232 637 927 Total stock-based compensation $ 295 $ 362 $ 1,035 $ 1,430 Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock-based compensation cost included in: Cost of revenues $ 9 $ 40 $ 27 $ 115 Operating expenses 286 322 1,008 1,315 Total stock-based compensation $ 295 $ 362 $ 1,035 $ 1,430 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of September 30, 2016 and December 31, 2015 , the Company’s liability for gross unrecognized tax benefits totaled $1.0 million and $970,000 , respectively (excluding interest and penalties). Total accrued interest and penalties relating to unrecognized tax benefits amounted to $3,000 and $4,000 on a gross basis at September 30, 2016 and December 31, 2015 , respectively. The change in the liability for gross unrecognized tax benefits reflects an increase in reserves established for federal and state research and development credits. The Company does not currently expect significant changes in the amount of unrecognized tax benefits during the next twelve months. |
Computation of Net Loss From Co
Computation of Net Loss From Continuing Operations Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Net Loss From Continuing Operations Per Share of Common Stock | Computation of Net Loss From Continuing Operations Per Share of Common Stock The following table identifies the components of net loss per basic and diluted share (in thousands, except for per share data): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Shares outstanding at end of period 9,231 9,225 9,231 9,225 Basic weighted average shares outstanding 9,241 9,288 9,232 9,233 Dilutive effect of stock options and restricted stock units — — — — Total diluted weighted average shares outstanding 9,241 9,288 9,232 9,233 Net loss from continuing operations $ (2,485 ) $ (7,311 ) $ (10,908 ) $ (24,112 ) Net loss from continuing operations per basic and diluted share $ (0.27 ) $ (0.79 ) $ (1.18 ) $ (2.61 ) Stock options and restricted stock units to acquire weighted average common shares excluded from the computation of diluted weighted average common shares as their effect is anti-dilutive were as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Anti-dilutive stock options 1,312 1,573 1,418 1,576 Anti-dilutive restricted stock units 120 40 81 40 Anti-dilutive stock options and restricted stock units 1,432 1,613 1,499 1,616 Restricted stock units to acquire 120,000 common shares were outstanding as of September 30, 2016. As described in Note 10–"Subsequent Event," on October 21, 2016, the Company issued a warrant for the purchase of 314,286 shares of the Company's common stock having an exercise price of $2.80 per share. |
Investment in Software Company
Investment in Software Company | 9 Months Ended |
Sep. 30, 2016 | |
Investments, All Other Investments [Abstract] | |
Investment in Software Company | Investment in Software Company At September 30, 2016 and December 31, 2015 , the Company held an investment totaling $3.1 million in convertible preferred stock of BriefCam, Ltd. (“BriefCam”), a privately-held Israeli company that develops video synopsis technology to augment security and surveillance systems to facilitate review of surveillance video. The investment is included in other non-current assets. Because the Company's ownership interest is less than 20% and it has no other rights or privileges that enable it to exercise significant influence over the operating and financial policies of BriefCam, the Company accounts for this equity investment using the cost method. Equity securities accounted for under the cost method are reviewed quarterly for changes in circumstances or the occurrence of events that suggest the Company’s investment may not be fully recoverable. If an unrealized loss for the investment is considered to be other-than-temporary, the loss will be recognized in the Consolidated Statements of Operations in the period the determination is made. The Company monitors BriefCam's results of operations, business plan and capital raising activities and is not aware of any events or circumstances that would indicate a decline in the carrying value of its investment. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which will simplify the income tax consequences, accounting for forfeitures and classification on the Statements of Consolidated Cash Flows. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the existing lease guidance and will require all leases with a term greater than 12 months to be recognized in the statements of financial position and eliminate current real estate-specific lease guidance, while maintaining substantially similar classification criteria for distinguishing between finance leases and operating leases. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this standard, which will require right-of-use assets and lease liabilities be recorded in the consolidated balance sheet for operating leases. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. The new standard is effective for the Company on January 1, 2018 but may be early adopted effective January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the timing of its adoption and the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Event [Abstract] | |
Subsequent Events | Subsequent Event As disclosed on the Company's Current Report on Form 8-K dated October 21, 2016, the Company entered into a term loan credit agreement (the “Credit Agreement”), under which it borrowed $8 million as a term loan on October 21, 2016. The term loan is scheduled to mature on October 21, 2019 and requires payment of interest monthly at the prime rate plus 6% . The Company may prepay the term loan at any time with the payment of the applicable pre-payment fee, or may be obligated to prepay the term loan, with the payment of the applicable pre-payment fee, with the net proceeds from certain dispositions (other than the Company’s interest in BriefCam, Ltd.), issuances of equity or debt securities, extraordinary transactions and upon a change of control. The Company is subject to certain affirmative and negative covenants under the Credit Agreement, including various financial covenants relating to a maximum cumulative net cash operating amount, minimum eligible accounts receivable and cash, minimum cash, minimum core bookings, maximum deferred revenue non-current, minimum subscription, maintenance and support revenue, and renewal rates. In connection with the Credit Agreement, the Company granted a first priority security interest in substantially all of its properties, rights and assets and Qumu, Inc. provided a guaranty of the Company’s obligations under the Credit Agreement pursuant to a Guaranty and Collateral Agreement dated October 21, 2016 in favor of the administrative agent. In connection with the Credit Agreement, on October 21, 2016, the Company issued a warrant to purchase 314,286 shares of the Company’s common stock. The warrant has an exercise price of $2.80 per share and an expiration date of October 21, 2026, and is transferrable. Upon the occurrence of certain defined events, the warrant holder has the right thereafter to receive, upon exercise of the warrant, an amount of securities, cash or property as if the warrant holder had been a holder of the shares issuable upon exercise of the warrant, or the warrant holder may require the Company to purchase the warrant from the holder for a cash amount equal to the greater of the original issuance value of $915,390 and the Black-Scholes value of the remaining unexercised portion of the warrant. The terms of the warrant require liability classification upon issuance on October 21, 2016. This liability will be remeasured to its fair value on a recurring basis at each reporting date. The change in fair value of the warrant liability during each reporting period will be recorded on our consolidated statements of operations as a component of other income (expense), net, at each reporting date. Management's judgment is used to estimate the fair value of the warrant, which is classified as a Level 3 liability under the fair value hierarchy. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would have a directionally similar impact to the fair value measurement. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Marketable Securities [Abstract] | |
Schedule Of Marketable Securities | Marketable securities consisted of the following (in thousands): December 31, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 6,250 $ — $ (1 ) $ 6,249 Total marketable securities $ 6,250 $ — $ (1 ) $ 6,249 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In Intangible Assets | Changes in the Company’s amortizable intangible assets consisted of the following (in thousands): September 30, 2016 Customer Relationships Developed Technology Trademarks / Trade-Names Covenants Not to Compete Total Original cost $ 4,853 $ 8,088 $ 2,181 $ 33 $ 15,155 Accumulated amortization (1,460 ) (4,224 ) (625 ) (28 ) (6,337 ) Net identifiable intangible assets $ 3,393 $ 3,864 $ 1,556 $ 5 $ 8,818 Weighted-average useful lives (years) 10 6 15 2 9 December 31, 2015 Customer Relationships Developed Technology Trademarks / Trade-Names Covenants Not to Compete Total Original cost $ 5,115 $ 8,567 $ 2,190 $ 38 $ 15,910 Accumulated amortization (1,075 ) (3,261 ) (528 ) (14 ) (4,878 ) Net identifiable intangible assets $ 4,040 $ 5,306 $ 1,662 $ 24 $ 11,032 Weighted-average useful lives (years) 10 6 15 2 9 Changes to the carrying amount of net amortizable intangible assets for the nine months ended September 30, 2016 consisted of the following (in thousands): Nine Months Ended Balance, beginning of period $ 11,032 Amortization expense (1,627 ) Currency translation (587 ) Balance, end of period $ 8,818 |
Amortization Expense | Amortization expense of intangible assets consisted of the following (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Amortization expense associated with the developed technology included in cost of revenues $ 308 $ 320 $ 953 $ 953 Amortization expense associated with other acquired intangible assets included in operating expenses 221 200 674 599 Total amortization expense $ 529 $ 520 $ 1,627 $ 1,552 |
Changes in Goodwill | Changes to the carrying amount of goodwill for the nine months ended September 30, 2016 consisted of the following (in thousands): Nine Months Ended Balance, beginning of period $ 8,103 Currency translation (996 ) Balance, end of period $ 7,107 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Capital Leased Assets | Balances for assets acquired under capital lease obligations and included in property and equipment were as follows (in thousands): September 30, December 31, Computer and network equipment $ 509 $ 511 Furniture 287 287 Assets acquired under capital lease obligations 796 798 Accumulated depreciation (308 ) (123 ) Assets acquired under capital lease obligations, net $ 488 $ 675 |
Schedule of Debt | The current and long-term portions of capital leases and other financing obligations were as follows (in thousands): September 30, December 31, Capital leases and other financing obligations, current $ 367 $ 502 Capital leases and other financing obligations, noncurrent 259 519 Total capital leases and other financing obligations $ 626 $ 1,021 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum payments under capital lease obligations, other financing obligations, and non-cancelable operating leases, excluding property taxes and other operating expenses, as of September 30, 2016 are as follows (in thousands): Periods ending December 31, Capital leases and other financing obligations Operating leases Total Remainder of 2016 $ 127 $ 347 $ 474 2017 370 1,203 1,573 2018 172 997 1,169 2019 3 532 535 2020 — 297 297 Thereafter — 632 632 Total minimum lease payments 672 $ 4,008 $ 4,680 Less amount representing interest (46 ) Present value of net minimum lease payments $ 626 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Of Share-Based Payment Arrangements | The Company granted the following stock-based awards: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock options 22,500 52,500 52,500 192,500 Restricted stock awards and restricted stock units — — 120,000 150,218 |
Schedule of Allocation of Share-based Compensation Costs by Plan | The Company recognized the following expense related to its share-based payment arrangements (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock-based compensation cost, before income tax benefit: Stock options $ 94 $ 130 $ 398 $ 503 Restricted stock awards and restricted stock units 201 232 637 927 Total stock-based compensation $ 295 $ 362 $ 1,035 $ 1,430 Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock-based compensation cost included in: Cost of revenues $ 9 $ 40 $ 27 $ 115 Operating expenses 286 322 1,008 1,315 Total stock-based compensation $ 295 $ 362 $ 1,035 $ 1,430 |
Computation of Net Loss From 21
Computation of Net Loss From Continuing Operations Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Components Of Net Income (Loss) Per Basic And Diluted Share | The following table identifies the components of net loss per basic and diluted share (in thousands, except for per share data): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Shares outstanding at end of period 9,231 9,225 9,231 9,225 Basic weighted average shares outstanding 9,241 9,288 9,232 9,233 Dilutive effect of stock options and restricted stock units — — — — Total diluted weighted average shares outstanding 9,241 9,288 9,232 9,233 Net loss from continuing operations $ (2,485 ) $ (7,311 ) $ (10,908 ) $ (24,112 ) Net loss from continuing operations per basic and diluted share $ (0.27 ) $ (0.79 ) $ (1.18 ) $ (2.61 ) |
Nature of Business and Basis 22
Nature of Business and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Marketable Securities (Schedule
Marketable Securities (Schedule Of Marketable Securities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Marketable Securities [Line Items] | ||
Cost | $ 6,250 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Fair Value | 6,249 | |
Certificates Of Deposit | ||
Marketable Securities [Line Items] | ||
Cost | 6,250 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Fair Value | $ 0 | $ 6,249 |
Intangible Assets and Goodwil24
Intangible Assets and Goodwill (Components Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | $ 15,155 | $ 15,910 |
Accumulated amortization | (6,337) | (4,878) |
Net identifiable intangible assets | $ 8,818 | $ 11,032 |
Weighted-average useful lives (years) | 9 years | 9 years |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | $ 4,853 | $ 5,115 |
Accumulated amortization | (1,460) | (1,075) |
Net identifiable intangible assets | $ 3,393 | $ 4,040 |
Weighted-average useful lives (years) | 10 years | 10 years |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | $ 8,088 | $ 8,567 |
Accumulated amortization | (4,224) | (3,261) |
Net identifiable intangible assets | $ 3,864 | $ 5,306 |
Weighted-average useful lives (years) | 6 years | 6 years |
Trademarks / Trade-Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | $ 2,181 | $ 2,190 |
Accumulated amortization | (625) | (528) |
Net identifiable intangible assets | $ 1,556 | $ 1,662 |
Weighted-average useful lives (years) | 15 years | 15 years |
Covenants Not to Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | $ 33 | $ 38 |
Accumulated amortization | (28) | (14) |
Net identifiable intangible assets | $ 5 | $ 24 |
Weighted-average useful lives (years) | 2 years | 2 years |
Intangible Assets and Goodwil25
Intangible Assets and Goodwill (Intangible Assets Rollforward) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance, beginning of period | $ 11,032 | |||
Amortization expense | $ (529) | $ (520) | (1,627) | $ (1,552) |
Currency translation | 587 | |||
Balance, end of period | $ 8,818 | $ 8,818 |
Intangible Assets and Goodwil26
Intangible Assets and Goodwill (Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Amortization expense | ||||
Amortization of Intangible Assets, Production and Nonproduction | $ 529 | $ 520 | $ 1,627 | $ 1,552 |
Amortization of Intangible Assets | 221 | 200 | 674 | 599 |
Cost of revenues | ||||
Amortization expense | ||||
Amortization of Intangible Assets | 308 | 320 | 953 | 953 |
Operating expenses | ||||
Amortization expense | ||||
Amortization of Intangible Assets | $ 221 | $ 200 | $ 674 | $ 599 |
Intangible Assets and Goodwil27
Intangible Assets and Goodwill (Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 9.00% |
Goodwill [Roll Forward] | |
Balance, beginning of year | $ 8,103 |
Currency translation | (996) |
Balance, end of period | $ 7,107 |
Commitments and Contingencies28
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | $ 796 | $ 798 |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | (308) | (123) |
Capital Leases, Balance Sheet, Assets by Major Class, Net | 488 | 675 |
Computer and network equipment | ||
Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | 509 | 511 |
Furniture | ||
Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | $ 287 | $ 287 |
Commitments and Contingencies29
Commitments and Contingencies (Schedule of Capital Leases and Other Financing Obligations) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Capital leases and other financing obligations, current | $ 367 | $ 502 |
Capital leases and other financing obligations, noncurrent | 259 | 519 |
Capital Lease Obligations | $ 626 | $ 1,021 |
Commitments and Contingencies30
Commitments and Contingencies (Future Minimum Lease Payments) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
Remainder of 2016 | $ 474 |
2,017 | 1,573 |
2,018 | 1,169 |
2,019 | 535 |
2,020 | 297 |
Thereafter | 632 |
Total minimum lease payments | 4,680 |
Capital leases and other financing obligations | |
Remainder of 2016 | 127 |
2,017 | 370 |
2,018 | 172 |
2,019 | 3 |
2,020 | 0 |
Thereafter | 0 |
Total minimum lease payments | 672 |
Less amount representing interest | (46) |
Present value of net minimum lease payments | 626 |
Operating leases | |
Remainder of 2016 | 347 |
2,017 | 1,203 |
2,018 | 997 |
2,019 | 532 |
2,020 | 297 |
Thereafter | 632 |
Total minimum lease payments | $ 4,008 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule of Stock-based Awards Granted) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock options granted during period (in shares) | 22,500 | 52,500 | 52,500 | 192,500 |
2007 Stock Incentive Plan | Restricted stock awards and restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of equity other than options granted during period (in shares) | 0 | 0 | 120,000 | 150,218 |
Stock-Based Compensation (Sch32
Stock-Based Compensation (Schedule Of Allocation of Share-Based Compensation Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Cost Charged Against Income | $ 295 | $ 362 | $ 1,035 | $ 1,430 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Cost Charged Against Income | 94 | 130 | 398 | 503 |
Restricted stock awards and restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Cost Charged Against Income | 201 | 232 | 637 | 927 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Cost Charged Against Income | 9 | 40 | 27 | 115 |
Operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Cost Charged Against Income | $ 286 | $ 322 | $ 1,008 | $ 1,315 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) - 2007 Stock Incentive Plan | May 12, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,730,320 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 1,000,000 | $ 970,000 |
Accrued interest and penalties relating to unrecognized tax benefits | $ 3,000 | $ 4,000 |
Computation of Net Loss From 35
Computation of Net Loss From Continuing Operations Per Share of Common Stock (Components Of Net Income (Loss) Per Basic And Diluted Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Oct. 21, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Shares outstanding at end of period | 9,231,000 | 9,225,000 | 9,231,000 | 9,225,000 | |
Basic weighted average shares outstanding | 9,241,000 | 9,288,000 | 9,232,000 | 9,233,000 | |
Dilutive effect of stock options/restricted stock units | 0 | 0 | 0 | 0 | |
Total diluted weighted average shares outstanding | 9,241,000 | 9,288,000 | 9,232,000 | 9,233,000 | |
Net loss from continuing operations | $ (2,485) | $ (7,311) | $ (10,908) | $ (24,112) | |
Net loss from continuing operations per share | $ (0.27) | $ (0.79) | $ (1.18) | $ (2.61) | |
Stock Compensation Plan | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 1,432,000 | 1,613,000 | 1,499,000 | 1,616,000 | |
Stock options | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 1,312,000 | 1,573,000 | 1,418,000 | 1,576,000 | |
Restricted Stock And Restricted Stock Units [Member] | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 120,000 | 120,000 | |||
Antidilutive securities excluded from computation of earnings per share | 120,000 | 40,000 | 81,000 | 40,000 | |
Subsequent Event | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Class of Warrant or Right, Outstanding | 314,286 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.80 |
Investment in Software Company
Investment in Software Company (Details) - Briefcam Ltd. - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Cost method investments | $ 3.1 | $ 3.1 |
Maximum | ||
Minority ownership interest (less than 20%) | 20.00% | 20.00% |
Subsequent Event Other liabilit
Subsequent Event Other liabilities (Details) - Subsequent Event | Oct. 21, 2016USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $ 8,000,000 |
Stated interest rate | 6.00% |
Class of Warrant or Right, Outstanding | shares | 314,286 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.80 |
Minimum contingent warrant liability | $ 915,390 |