Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2016 | ||
Entity Registrant Name | QUMU CORP | ||
Entity Central Index Key | 892,482 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 9,221,614 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 37,187 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 10,364 | $ 7,072 | |
Marketable securities | 0 | 6,249 | |
Receivables, net of allowance | 7,495 | 11,257 | |
Prepaid income taxes | 317 | 659 | |
Prepaid expenses and other current assets | 2,470 | 3,392 | |
Total current assets | 20,646 | 28,629 | |
Property and equipment, net of depreciation | 1,827 | 2,942 | |
Intangible assets, net of amortization | 8,110 | 11,032 | |
Goodwill | 6,749 | 8,103 | |
Deferred income taxes, non-current | 70 | 57 | |
Other assets - non-current | 4,827 | 3,649 | |
Total assets | 42,229 | 54,412 | |
Current liabilities: | |||
Accounts payable and other accrued liabilities | 2,394 | 3,864 | |
Accrued compensation | 2,361 | 4,014 | |
Deferred revenue | 8,992 | 10,413 | |
Deferred rent | 283 | 270 | |
Financing obligations | 508 | 502 | |
Warrant liability | 893 | 0 | |
Current liabilities from discontinued operations | 0 | 50 | |
Total current liabilities | 15,431 | 19,113 | |
Long-term liabilities: | |||
Deferred revenue - non-current | 423 | 2,215 | |
Income taxes payable - non-current | 6 | 9 | |
Deferred tax liability - non-current | 294 | 575 | |
Deferred rent, non-current | 712 | 998 | |
Financing obligations, non-current | 170 | 519 | |
Term loan, non-current | 6,617 | 0 | |
Other non-current liabilities | 0 | 226 | |
Total long-term liabilities | 8,222 | 4,542 | |
Total liabilities | 23,653 | 23,655 | |
Commitments and contingencies (Notes 11 and 15) | |||
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 9,227,247 and 9,188,682, respectively | 92 | 92 | |
Additional paid-in capital | 66,864 | 65,484 | |
Accumulated deficit | (44,473) | (33,298) | |
Accumulated other comprehensive loss | (3,907) | (1,521) | |
Total stockholders’ equity | 18,576 | 30,757 | $ 58,273 |
Total liabilities and stockholders’ equity | $ 42,229 | $ 54,412 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
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 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 29,750,000 | 29,750,000 |
Common stock, shares issued | 9,227,247 | 9,188,682 |
Common stock, shares outstanding | 9,227,247 | 9,188,682 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Software licenses and appliances | $ 5,839 | $ 9,456 | $ 11,363 |
Service | 25,843 | 24,998 | 15,158 |
Total revenues | 31,682 | 34,454 | 26,521 |
Cost of revenues: | |||
Software licenses and appliances | 2,474 | 2,949 | 3,816 |
Service | 9,886 | 14,550 | 10,656 |
Total cost of revenues | 12,360 | 17,499 | 14,472 |
Gross profit | 19,322 | 16,955 | 12,049 |
Operating expenses: | |||
Research and development | 8,541 | 10,689 | 9,506 |
Sales and marketing | 11,529 | 17,994 | 17,991 |
General and administrative | 9,722 | 16,878 | 12,626 |
Amortization of purchased intangibles | 891 | 798 | 652 |
Total operating expenses | 30,683 | 46,359 | 40,775 |
Operating loss | (11,361) | (29,404) | (28,726) |
Other income (expense): | |||
Interest income (expense), net | (287) | 7 | 60 |
Change in fair value of warrant | 137 | 0 | 0 |
Other, net | 84 | (131) | (241) |
Total other expense, net | (66) | (124) | (181) |
Loss before income taxes | (11,427) | (29,528) | (28,907) |
Income tax benefit | (252) | (839) | (6,564) |
Net loss from continuing operations | (11,175) | (28,689) | (22,343) |
Net income (loss) from discontinued operations, net of tax | 0 | (10) | 13,823 |
Net loss | $ (11,175) | $ (28,699) | $ (8,520) |
Net loss from continuing operations per share – basic | $ (1.21) | $ (3.11) | $ (2.53) |
Net income (loss) from discontinued operations per share – basic | 0 | 0 | 1.57 |
Net loss per share – basic | $ (1.21) | $ (3.11) | $ (0.96) |
Basic weighted average shares outstanding | 9,232 | 9,235 | 8,836 |
Net loss from continuing operations per share – diluted | $ (1.23) | $ (3.11) | $ (2.53) |
Net income (loss) from discontinued operations per share – diluted | 0 | 0 | 1.57 |
Net loss per share – diluted | $ (1.23) | $ (3.11) | $ (0.96) |
Diluted weighted average shares outstanding | 9,232 | 9,235 | 8,836 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (11,175) | $ (28,699) | $ (8,520) |
Other comprehensive income (loss): | |||
Net change in foreign currency translation adjustments | (2,387) | (749) | (856) |
Change in net unrealized gain (loss) on marketable securities, net of tax | 1 | 13 | 5 |
Total other comprehensive loss | (2,386) | (736) | (851) |
Total comprehensive loss | $ (13,561) | $ (29,435) | $ (9,371) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2013 | 8,674 | ||||
Total stockholders' equity at beginning of period at Dec. 31, 2013 | $ 62,581 | $ 87 | $ 58,411 | $ 3,921 | $ 162 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (8,520) | (8,520) | |||
Other comprehensive loss, net of taxes | (851) | (851) | |||
Issuance of restricted stock (in shares) | 156 | ||||
Issuance of restricted stock | 0 | $ 1 | (1) | ||
Stock issued in stock option exercise (in shares) | 86 | ||||
Stock issued for employee stock plans | 193 | $ 1 | 192 | ||
Redemption of stock to cover tax withholding for employee stock plans (in shares) | (64) | ||||
Redemption of stock to cover tax withholding for employee stock plans | (99) | $ (1) | (98) | ||
Net tax reductions relating to exercise and expiration of stock options | (8) | (8) | |||
Stock-based compensation | 2,039 | 2,039 | |||
Foreign currency translation transfer related to the sale of foreign operations | (96) | (96) | |||
Shares issued for acquisition (in shares) | 275 | ||||
Shares issued for acquisition | 3,034 | $ 3 | 3,031 | ||
Shares outstanding at end of period (in shares) at Dec. 31, 2014 | 9,127 | ||||
Total stockholders' equity at end of period at Dec. 31, 2014 | 58,273 | $ 91 | 63,566 | (4,599) | (785) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (28,699) | (28,699) | |||
Other comprehensive loss, net of taxes | (736) | (736) | |||
Issuance of restricted stock (in shares) | 48 | ||||
Issuance of restricted stock | 0 | $ 1 | (1) | ||
Stock issued in stock option exercise (in shares) | 20 | ||||
Stock issued for employee stock plans | 142 | $ 0 | 142 | ||
Redemption of stock to cover tax withholding for employee stock plans (in shares) | (6) | ||||
Redemption of stock to cover tax withholding for employee stock plans | (50) | $ 0 | (50) | ||
Net tax reductions relating to exercise and expiration of stock options | (7) | (7) | |||
Stock-based compensation | 1,834 | 1,834 | |||
Shares outstanding at end of period (in shares) at Dec. 31, 2015 | 9,189 | ||||
Total stockholders' equity at end of period at Dec. 31, 2015 | 30,757 | $ 92 | 65,484 | (33,298) | (1,521) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (11,175) | (11,175) | |||
Other comprehensive loss, net of taxes | (2,386) | (2,386) | |||
Issuance of restricted stock (in shares) | 45 | ||||
Issuance of restricted stock | 0 | $ 0 | 0 | ||
Redemption of stock to cover tax withholding for employee stock plans (in shares) | (7) | ||||
Redemption of stock to cover tax withholding for employee stock plans | (26) | $ 0 | (26) | ||
Net tax reductions relating to exercise and expiration of stock options | (15) | (15) | |||
Stock-based compensation | 1,421 | 1,421 | |||
Shares outstanding at end of period (in shares) at Dec. 31, 2016 | 9,227 | ||||
Total stockholders' equity at end of period at Dec. 31, 2016 | $ 18,576 | $ 92 | $ 66,864 | $ (44,473) | $ (3,907) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net loss | $ (11,175) | $ (28,699) | $ (8,520) |
Net income (loss) from discontinued operations, net of tax | 0 | (10) | 13,823 |
Net loss from continuing operations | (11,175) | (28,689) | (22,343) |
Adjustments to reconcile net loss to net cash used in continuing operating activities: | |||
Depreciation and amortization | 3,303 | 3,118 | 2,049 |
Stock-based compensation | 1,421 | 1,834 | 1,841 |
Accretion of debt discount and issuance costs | 152 | 0 | 0 |
Loss on disposal of property and equipment | 4 | 108 | 102 |
Change in fair value of warrant liability | (137) | 0 | 0 |
Deferred income taxes | (229) | (564) | (126) |
Current income tax benefit resulting from income generated from discontinued operations | 0 | 0 | (6,337) |
Changes in operating assets and liabilities: | |||
Receivables | 3,244 | (1,331) | (5,679) |
Income taxes receivable / payable | 266 | (378) | 1,068 |
Prepaid expenses and other assets | (138) | 748 | (2,032) |
Accounts payable and other accrued liabilities | (1,406) | 443 | 1,189 |
Accrued compensation | (1,575) | (2,184) | 686 |
Deferred revenue | (2,673) | 2,729 | 5,499 |
Deferred rent | (265) | 48 | (105) |
Other non-current liabilities | (226) | 226 | 0 |
Net cash used in continuing operating activities | (9,434) | (23,892) | (24,188) |
Net cash provided by (used in) discontinued operating activities | (50) | 665 | 1,544 |
Net cash used in operating activities | (9,484) | (23,227) | (22,644) |
Investing activities: | |||
Purchases of marketable securities | 0 | (10,250) | (33,499) |
Sales and maturities of marketable securities | 6,250 | 27,465 | 23,250 |
Purchases of property and equipment | (76) | (635) | (1,051) |
Proceeds from sale of property and equipment | 0 | 43 | 0 |
Cash paid for acquisition of business, net of cash acquired | 0 | 0 | (11,556) |
Net cash provided by (used in) continuing investing activities | 6,174 | 16,623 | (22,856) |
Net cash provided by discontinued investing activities, including proceeds from sale of business | 0 | 2,300 | 19,676 |
Net cash provided by (used in) investing activities | 6,174 | 18,923 | (3,180) |
Financing activities: | |||
Proceeds from term loan and warrant issuance | 8,000 | 0 | 0 |
Payments for term loan and warrant issuance costs | (505) | 0 | 0 |
Principal payments on capital lease obligations | (513) | (320) | 0 |
Common stock repurchases to settle employee withholding liability | (26) | (50) | (99) |
Proceeds from employee stock plans | 0 | 142 | 193 |
Net cash provided by (used in) continuing financing activities | 6,956 | (228) | 94 |
Net cash used in discontinued financing activities | 0 | 0 | (59) |
Net cash provided by (used in) financing activities | 6,956 | (228) | 35 |
2,020 | 922 | ||
Effect of exchange rate changes on cash | (354) | (80) | (252) |
Net increase (decrease) in cash and cash equivalents | 3,292 | (4,612) | (26,041) |
Cash and cash equivalents, beginning of year | 7,072 | 11,684 | 37,725 |
Cash and cash equivalents, end of year | 10,364 | 7,072 | 11,684 |
Supplemental disclosures of net cash paid (received) during the year: | |||
Income taxes | 22 | (22) | (1,145) |
Interest | 211 | 33 | 0 |
Non-cash investing and financing activities: | |||
Financing obligations related to prepaid expenses and other assets | 182 | 402 | 0 |
Stock issued for acquisition of business | 0 | 927 | 0 |
Accrued liabilities and other non-current liabilities related to leasehold improvements | 0 | 689 | 0 |
Stock issued for acquisition of business | 0 | 0 | 3,034 |
Proceeds from sale of business held in escrow | $ 0 | $ 0 | $ 2,300 |
Nature Of Business And Summary
Nature Of Business And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Nature of Business and Summary of Significant Accounting Policies Nature of Business Qumu Corporation (the "Company") provides the software applications businesses use 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, allowing organizations around the world to 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. As further described in Note 2, 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 from discontinued operations, net of tax” line item on the 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. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates 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. Liquidity The Company has experienced recurring operating losses and negative cash flows from operating activities, and was unable to project future compliance with certain covenants in its credit agreement under certain financial scenarios. If the Company is not able to maintain compliance with its covenants that results in an Event of Default, the lender may accelerate the repayment of outstanding principal, which could negatively impact the Company’s ability to fund its working capital requirements, capital expenditures and general corporate expenses. Subsequent to year end, the Company amended its credit agreement and is projecting future compliance with the amended covenants with an operating plan that, when combined with its expense reduction program, further aligns resources with revenue. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, cash equivalents and marketable securities, for which the current carrying amounts approximate fair market values based on quoted market prices or net asset value; the warrant liability, for which the fair value is based on the Company's estimates of assumptions that market participants would use in pricing the liability; and the term loan, for which the fair value is estimated using a discounted cash flow analysis based on the Company’s current incremental borrowing rate and the contractual terms of the loan. Revenue Recognition The Company generates revenue through the sale of enterprise video content management software solutions, hardware, maintenance and support, and professional and other services. Software sales may take the form of a perpetual software license, a term software license or a cloud-hosted software as a service (SaaS). Software licenses and appliances revenue includes sales of perpetual software licenses and hardware. Service revenue includes term software licenses, SaaS, maintenance and support, and professional and other services. The Company commences revenue recognition when all of the following conditions are met: there is persuasive evidence of an arrangement; the product has been delivered or the services have been provided to the customer; the collection of the fees is reasonably assured; and the amount of fees to be paid by the customer is fixed or determinable. More specifically: • Revenue from perpetual software licenses and hardware are generally recognized when the product has been delivered. • Revenue from subscription, maintenance and support, which includes term software licenses, cloud-hosted software as a service and maintenance and support, are generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date the Company’s product has been delivered or service is made available to customers. • Revenue from professional and other services, which are not essential to the functionality of the software, are generally recognized as the services are provided to customers. The Company allocates revenue to the software-related and non-software elements under one arrangement based on the relative selling price. In such circumstances, the selling price for a deliverable is based on the following hierarchy: i) vendor-specific objective evidence (“VSOE”), if available, ii) third-party evidence (“TPE”), if VSOE is not available, or iii) estimated selling price (“ESP”), if neither VSOE nor TPE is available. The Company determines VSOE of the selling price for software-related elements, including professional services and software maintenance and support contracts, based on the price charged for the deliverable when sold separately. After the arrangement consideration has been allocated to the software-related and non-software related elements, the Company accounts for each respective element as follows: • Revenue for each of the non-software elements is allocated based on the selling price hierarchy and recognized as noted above provided all other criteria required for revenue recognition have been met. • Revenue for each of the software-related elements is allocated based on the VSOE of each element and recognized as noted above provided all other criteria required for revenue recognition have been met. In software-related arrangements for which the Company does not have the VSOE of the fair value for all elements, revenue is deferred until the earlier of when the VSOE is determined for the undelivered elements (residual method) or when all elements for which the Company does not have the VSOE of the fair value have been delivered, unless the only undelivered element is maintenance and support, in which case the entire amount of revenue is recognized over the maintenance and support period. Other items relating to charges collected from customers: • Shipping and handling charges collected from customers as part of the Company's sales transactions are included in revenues and the associated costs are included in cost of revenues. • Sales taxes charged to and collected from customers as part of the Company’s sales transactions are excluded from revenues and recorded as a liability to the applicable governmental taxing authority. Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. Deferred Commissions Sales commissions represent the direct incremental costs related to the acquisition of customer contracts. The Company recognizes commissions as sales and marketing expense at the time the associated product revenue is recognized, requiring establishment of a deferred cost in the event a commission is paid prior to recognition of revenue. The deferred commission amounts are recoverable through the related future revenue streams under non-cancelable customer contracts and also commission clawback provisions in the Company's sales compensation plans. Deferred commission costs included in prepaid expenses and other assets were $411,000 and $954,000 at December 31, 2016 and 2015 , respectively. Deferred commission costs in other assets, non-current were $148,000 and $104,000 at December 31, 2016 and 2015 , respectively. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. Marketable Securities Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. Marketable securities held by the Company are classified as available-for-sale. Available-for-sale securities are carried at fair value as determined by quoted market prices with unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. The Company analyzes its marketable securities for impairment on an ongoing basis. Factors considered in determining whether an unrealized loss is a temporary loss or an other-than-temporary loss include the length of time and extent to which the securities have been in an unrealized loss position and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated market recovery. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are initially recorded at a selling price, which approximates fair value upon the sale of goods or services to customers. The Company maintains an allowance for doubtful accounts to reflect accounts receivable at net realizable value. In judging the adequacy of the allowance for doubtful accounts, the Company considers multiple factors, including historical bad debt experience, the general economic environment, the need for specific client reserves and the aging of the Company’s receivables. A portion of this provision is included in operating expenses as a general and administrative expense and a portion of this provision is included as a reduction of license revenue. A considerable amount of judgment is required in assessing these factors. If the factors utilized in determining the allowance do not reflect future performance, then a change in the allowance for doubtful accounts would be necessary in the period such determination has been made, which would impact future results of operations. Changes to the allowance for doubtful accounts consisted of the following (in thousands): Year Ended December 31, Allowance for Doubtful Accounts: 2016 2015 2014 Balance at beginning of year $ 24 $ 55 $ 20 Write-offs (11 ) — (8 ) Recoveries — — — Change in provision 21 (31 ) 43 Balance at end of year $ 34 $ 24 $ 55 Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company records provisions for potential excess, obsolete and slow moving inventory. Results could be different if demand for the Company’s products decreased because of economic or competitive conditions, or if products became obsolete because of technical advancements in the industry or by the Company. Inventory included in prepaid expenses and other current assets was $204,000 and $250,000 as of December 31, 2016 and 2015 , respectively. Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from one to seven years for most assets. Leasehold improvements are amortized using the straight-line method over the shorter of the property’s useful life or the term of the underlying lease. Repairs and maintenance costs are charged to operations as incurred. The asset cost and related accumulated depreciation or amortization are adjusted for asset retirement or disposal, with the resulting gain or loss, if any, credited or charged to results of operations. Long-lived Assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets, including property and equipment and intangible assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Goodwill The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company annually, at its fiscal year end, estimates the fair value of the reporting unit and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. As of December 31, 2016, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. See Note 5–"Intangible Assets and Goodwill." Investment in Nonconsolidated Company As of December 31, 2016 and 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 Qumu'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, Qumu 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. Qumu 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 fair value below the carrying value of its investment. Derivative Liability In conjunction with debt financing completed in October 2016, the Company issued a warrant for the purchase of up to 314,286 shares of the Company's common stock, the entire portion of which remained unexercised and outstanding at December 31, 2016. The Company accounts for the warrant, a derivative financial instrument issued in conjunction with the Company's 2016 debt financing, as a current liability based upon the characteristics and provisions of the instrument. The warrant was determined to be ineligible for equity classification because of provisions that allow the holder under certain circumstances, essentially the sale of the Company as defined in the warrant agreement, to elect to receive a minimum cash payment in lieu of the Company's common shares. The warrant liability was recorded in the Company's consolidated balance sheets at its fair value on the date of issuance and is revalued on each subsequent balance sheet date until such instrument is exercised or expires, with any changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of this liability using an option pricing model that is based on the individual characteristics of the warrant on the valuation date, which includes assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument. Changes in the assumptions used could have a material impact on the resulting fair value. The primary input affecting the value of the warrant liability is the Company’s stock price. Generally, increases (decreases) in the fair value of the underlying stock would result in a corresponding increase (decrease) in the fair value of the warrant liability. Stock-Based Compensation The Company measures stock-based compensation based on the fair value of the award at the date of grant. The Company recognizes stock-based compensation on a straight-line basis over the requisite service period for the entire award, net of an estimated forfeiture rate. Compensation cost is recognized for all awards over the vesting period to the extent the requisite service requirements are met, whether or not the award is ultimately exercised. Conversely, when the requisite service requirements are not met and the award is forfeited prior to vesting, any compensation expense previously recognized for the award is reversed. Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. The Company uses the working model approach to determine technological feasibility. The Company’s products are released soon after technological feasibility has been established. As a result, the Company has not capitalized any software development costs because such costs have not been significant. Royalties for Third-Party Technology Royalties for third-party technology are either paid in advance and capitalized as prepaid royalties or are accrued as incurred and subsequently paid. These royalties are generally expensed to cost of revenue generally at the greater of a rate based on the contractual or estimated term or an effective royalty rate based on the total projected net revenue for contracts with guaranteed minimums. Each quarter, the Company also evaluates the expected future realization of its prepaid royalties, as well as any minimum commitments not yet paid to determine amounts it deems unlikely to be realized through product sales. Any impairments or losses determined before the launch of a product are generally charged to general and administrative expense, and any impairments or losses determined post-launch are charged to cost of revenue. Unrecognized minimum royalty-based commitments are accounted for as executory contracts and, therefore, any losses on these commitments are recognized when the underlying intellectual property is abandoned (i.e., cease use) or the contractual rights to use the intellectual property are terminated. During the quarter ended December 31, 2015, the Company recognized a loss relating to a third-party license agreement of $1.2 million to general and administration expense which included the write-off of a $606,000 prepaid royalty and the accrual of the remaining $606,000 minimum royalty payments. Income Taxes The Company provides for income taxes using the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some component or all of the deferred tax assets will not be realized. Tax rate changes are reflected in income during the period such changes are enacted. Foreign Currency Translation The functional currency for each of the Company’s international subsidiaries is the respective local currency. The Company translates its financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. The Company translates its assets and liabilities at the exchange rate in effect as of the financial statement date and translates statement of operations accounts using the average exchange rate for the period. Exchange rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive loss. Gains or losses, whether realized or unrealized, due to transactions in foreign currencies are reflected in the consolidated statements of operations under the line item other income (expense). The net gain on foreign currency transactions was $162,000 for the year ended December 31, 2016 and net losses on foreign currency transactions were $131,000 and $201,000 for the years ended December 31, 2015 and 2014 , respectively, and are included in other expenses in the consolidated statements of operations. Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by adjusting both the numerator (net loss) and the denominator (weighted-average number of shares outstanding), giving effect to all potentially dilutive common shares from the warrant, options and restricted stock units. The treasury stock method is used for computing potentially dilutive common shares. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with the net number of shares assumed to be issued added to the denominator. In addition, the numerator is adjusted to exclude the changes in the fair value of the warrants that are classified as a liability, but may be settled in shares. For the year ended December 31, 2016 , the Company reported diluted net loss as the impact of excluding the warrant income and related potentially dilutive shares was dilutive. Basic and diluted net loss per common share was the same for the years ended December 31, 2015 and 2014 as the impact of all potentially dilutive securities outstanding was anti-dilutive. Comprehensive Income (Loss) Comprehensive income (loss) includes net income and items defined as other comprehensive income, such as unrealized gains and losses on certain marketable securities and foreign currency translation adjustments. Such items are reported in the consolidated statements of comprehensive income (loss). New Accounting Pronouncements 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 adopted ASU 2016-09 effective January 1, 2017 and does not expect the adoption to have a material impact to 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall , which requires entities to measure equity instruments at fair value and recognize any changes in fair value in net income (loss). Entities may estimate the fair value of certain equity securities that do not have readily determinable fair value or may choose a practical expedient. If the practical expedient is elected, these investments would be recorded at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance also updates certain presentation and disclosure requirements. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this standard, which could be material to its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which provides guidance to customers about whether a cloud computing arrangement includes software, which the Company adopted prospectively as of January 1, 2016. The adoption had no impact on the Company's financial position, results of operations or cash flows. 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 new revenue standard may be applied using either of the following transition methods: a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures). The Company will adopt the standard in the first quarter of 2018 and preliminarily expects to use the modified retrospective method. However, the Company is continuing to evaluate the impact of the standard, and its adoption method is subject to change. Currently, the Company is in the process of reviewing its historical contracts to quantify the impact that the adoption of the standard will have on specific performance obligations. The Company is also continuing to evaluate the impact of the standard on its recognition of costs related to obtaining customer contracts (namely, sales commissions). While the Company continues to assess all potential impacts of this new standard, it currently believes the most significant impacts relate to the accounting for the timing of revenue recognition of subscription, or term-based, software license arrangements. Specifically, under the new standard: • Software revenue associated with non-cancellable subscription or, term-based, software license arrangements will generally be recognized upon delivery of the license. Historically, these arrangements have been material, and the Company currently recognizes this revenue ratably over the term of the software license; and • The Company expects that the accounting for software revenue derived from perpetual based licensing arrangements and associated services revenues will not be materially impacted. The adoption of the standard will require the implementation of new accounting processes, which will change the Company's internal controls over revenue recognition, contract acquisition costs and financial reporting. The Company is designing and implementing these controls in anticipation adopting the new standard January 1, 2018. |
Divestiture of Disc Publishing
Divestiture of Disc Publishing | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture of Disc Publishing Business | Divestiture of Disc Publishing Business On April 24, 2014, the Company entered into an asset purchase agreement (the “asset purchase agreement”) with Equus Holdings, Inc. and Redwood Acquisition, Inc. (now known as Rimage Corporation, “Buyer”). Under the terms of the asset purchase agreement, the Company agreed to sell to Buyer all of the assets primarily used or primarily held for use in connection with its disc publishing business. Buyer also agreed to assume on the closing date certain agreements and liabilities relating to the disc publishing business and the acquired assets. At a special meeting of the Company's shareholders held on June 27, 2014, the Company's shareholders approved the sale of the disc publishing assets as contemplated by the asset purchase agreement. As a result, effective June 27, 2014, the disc publishing business was classified as held for sale and qualified for discontinued operations presentation in the Company’s consolidated financial statements. The results of the discontinued disc publishing business have been presented as discontinued operations effective with the reporting of financial results for the second quarter 2014. As such, financial results for the years ended December 31, 2016, 2015 and 2014 have been reported on this basis. On July 1, 2014, the Company’s sale of the disc publishing business was completed. The Company also entered into a mutual transition services agreement with Buyer and entered into a lease agreement with Buyer for the lease from Buyer of a portion of the property located at 7725 Washington Avenue South, Minneapolis, MN 55439. The Company terminated the lease agreement in September 2015 due to the Company relocating its corporate headquarters to 510 1st Avenue North, Suite 305, Minneapolis, MN 55403. The adjusted purchase price paid to the Company was $22.0 million , of which $2.3 million was placed in an escrow account to support the Company’s indemnification obligations under the asset purchase agreement for a fifteen -month escrow period. In the third quarter of 2014, the Company recorded a gain on sale of the disc publishing business of $16.2 million , exclusive of the impact of transaction related expenses recorded through September 30, 2014. The gain on sale attributable to the U.S. is offset for federal income tax purposes by current or prior-year tax losses but is subject to applicable state income taxes. The operational results of the disc publishing business are presented in the “Net income from discontinued operations, net of tax” line item in the consolidated statements of operations. Also included in this line item for the 2014 period is the gain on sale of the disc publishing business and non-recurring expenses incurred by the Company as a result of the sale of the disc publishing business, including third-party transaction specific costs, one-time income tax related impacts and the acceleration of vesting of cash-based long-term incentive and stock-based awards payable to employees of the disc publishing business upon completion of the asset sale transaction. The described non-recurring expenses and income tax related impacts amounted to approximately $9.6 million for the year ended December 31, 2014. No general corporate charges were allocated to the discontinued business. The assets and liabilities of the discontinued business are presented on the consolidated balance sheets as assets and liabilities from discontinued operations. Other than consolidated amounts reflecting operating results and balances for both the continuing and discontinued 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. Revenue, operating income, gain on sale of business, income tax expense and net income from discontinued operations were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Net revenue $ — $ — $ 29,922 Operating income — — 4,520 Gain on sale of discontinued operations — — 16,167 Income tax expense (benefit) — (92 ) 6,955 Net income (loss) from discontinued operations, net of tax $ — $ (10 ) $ 13,823 As of December 31, 2015 , assets and liabilities from discontinued operations consisted of $50,000 of other current liabilities. The Company had no assets and liabilities from discontinued operations as of December 31, 2016 . |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities No marketable securities were outstanding as of December 31, 2016 . Marketable securities as of December 31, 2015 consisted of the following (in thousands): December 31, 2015 Amortized 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 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Computer, network equipment and furniture $ 3,639 $ 3,642 Leasehold improvements 1,899 1,915 Total property and equipment 5,538 5,557 Less accumulated depreciation and amortization (3,711 ) (2,615 ) Total property and equipment, net $ 1,827 $ 2,942 Depreciation and amortization expense associated with property and equipment was $1,161,000 , $1,052,000 and $747,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Intangible Assets The Company’s amortizable intangible assets consisted of the following (in thousands): December 31, 2016 Customer Relationships Developed Technology Trademarks / Trade-Names Covenants Not to Compete Total Original cost $ 4,759 $ 7,917 $ 2,178 $ 31 $ 14,885 Accumulated amortization (1,577 ) (4,509 ) (658 ) (31 ) (6,775 ) Net identifiable intangible assets $ 3,182 $ 3,408 $ 1,520 $ — $ 8,110 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 year ended December 31, 2016 consisted of the following (in thousands): Year Ended Balance, beginning of period $ 11,032 Amortization expense (2,142 ) Currency translation (780 ) Balance, end of period $ 8,110 Amortization expense of intangible assets consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Amortization expense associated with the developed technology included in cost of revenues $ 1,251 $ 1,268 $ 650 Amortization expense associated with other acquired intangible assets included in operating expenses 891 798 652 Total amortization expense $ 2,142 $ 2,066 $ 1,302 The Company estimates that amortization expense associated with intangible assets will be as follows (in thousands): Year Ending December 31, 2017 $ 2,059 2018 1,861 2019 1,188 2020 922 2021 722 Thereafter 1,358 Total $ 8,110 Goodwill On October 3, 2014, the Company completed the acquisition of Kulu Valley, Ltd., subsequently renamed Qumu Ltd, and recognized $8.8 million of goodwill and $6.7 million of intangible assets. The goodwill balance of $6.7 million at December 31, 2016 reflects the impact of foreign currency exchange rate fluctuations since the acquisition date. The gross carrying amount of goodwill related to the 2011 acquisition of Qumu, Inc. of $22.2 million was fully impaired in 2012. As of December 31, 2016, the Company’s market capitalization, without a control premium, was greater than its book value and, as a result, the Company concluded there was no goodwill impairment. Declines in the Company’s market capitalization or a downturn in its future financial performance and/or future outlook 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. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | A hierarchy for inputs used in measuring fair value is in place that distinguishes market data between observable independent market inputs and unobservable market assumptions by the reporting entity. The hierarchy is intended to maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available. Three levels within the hierarchy may be used to measure fair value: • Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs include data points that are observable such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) such as interest rates and yield curves that are observable for the asset or liability, either directly or indirectly. • Level 3: Inputs are generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect an entity’s own estimates of assumptions that market participants would use in pricing the asset or liability. The Company’s assets and liabilities measured at fair value on a recurring basis and the fair value hierarchy utilized to determine such fair values is as follows at December 31, 2016 (in thousands): Fair Value Measurements Using Total Fair Quoted Prices in Significant Other Significant Liabilities: Derivative warrant liability $ 893 $ — $ — $ 893 In conjunction with the October 21, 2016 debt financing, the Company issued a warrant for the purchase of up to 314,286 shares of the Company's common stock, the entire portion of which remained unexercised and outstanding at December 31, 2016. The warrant, which expires on October 21, 2026, has an exercise price of $2.80 per share and is transferrable. The warrant contains a cash settlement feature contingent upon the occurrence of certain events defined in the warrant agreement. As a result of this cash settlement feature, the warrant is subject to derivative accounting as prescribed under ASC 815. Accordingly, the fair value of the warrant on the date of issuance was recorded in the Company’s consolidated balance sheets as a liability. The warrant liability was recorded in the Company's consolidated balance sheets at its fair value on the date of issuance and is revalued on each subsequent balance sheet date until such instrument is exercised or expires, with any changes in the fair value between reporting periods recorded as other income or expense. During the year ended December 31, 2016, the Company recorded a non-cash gain from the change in fair value of the warrant liability of $137,000 . The decrease in fair value of the warrant liability during the year ended December 31, 2016 was primarily driven by a decrease in the Company’s stock price. The Company estimates the fair value of this liability using an option pricing model that is based on the individual characteristics of the warrant on the valuation date, which includes assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument. Changes in the assumptions used could have a material impact on the resulting fair value. The primary input affecting the value of the warrant liability is the Company’s stock price. Generally, increases (decreases) in the fair value of the underlying stock would result in a corresponding increase (decrease) in the fair value of the warrant liability. The Company classified the warrant liability as Level 3 due to the lack of relevant observable market data over fair value inputs such as the probability-weighting of the various scenarios in the arrangement. The following table represents a rollforward of the fair value of the Level 3 instrument (significant unobservable inputs): Balance at December 31, 2015 $ — Issuance of warrant instrument 1,030 Change in fair value (137 ) Balance at December 31, 2016 $ 893 The Company had no assets and liabilities measured at fair value on a recurring basis at December 31, 2015. |
Contingencies and Commitments
Contingencies and Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Lease Commitments | 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): December 31, 2016 2015 Computer and network equipment $ 511 $ 511 Furniture 287 287 Assets acquired under capital lease obligations 798 798 Accumulated depreciation (372 ) (123 ) Assets acquired under capital lease obligations, net $ 426 $ 675 The current and long-term portions of capital leases and other financing obligations were as follows (in thousands): December 31, 2016 2015 Capital leases and other financing obligations, current $ 508 $ 502 Capital leases and other financing obligations, noncurrent 170 519 Total capital leases and other financing obligations $ 678 $ 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 December 31, 2016 are as follows (in thousands): Capital leases and other financing obligations Operating leases Total Years ending December 31, 2017 $ 545 $ 1,185 $ 1,730 2018 171 978 1,149 2019 3 522 525 2020 — 298 298 2021 — 300 300 Thereafter — 332 332 Total minimum lease payments 719 $ 3,615 $ 4,334 Less amount representing interest (41 ) Present value of net minimum lease payments $ 678 On March 5, 2015, the Company entered into an office facility lease agreement for space that serves as its corporate headquarters. The eighty-nine month lease commenced on September 1, 2015, provides the Company approximately 17,216 square feet in Minneapolis, Minnesota, with the initial term expiring January 31, 2023. Total base rent payable over the lease period is $1.8 million . The Company has one option to extend the term of the lease for an additional five year period with respect to the leased premises. The lease agreement allowed the Company to construct leasehold improvements to the new space prior to the effective date of the lease. As the leasehold improvements are the property of the Company, the associated costs, amounting to approximately $713,000 , were capitalized in property and equipment as of September 30, 2015 and will be depreciated over the term of the lease. As an incentive to enter into the lease agreement, the lessor provided the Company a one-time tenant improvement allowance of $689,000 to apply against the cost of the leasehold improvements. The one-time tenant improvement allowance is included in deferred rent and will be amortized as a reduction of rent expense over the term of the lease. During the third quarter 2015, the Company recognized an equipment operating lease loss of $1.0 million relating to equipment the Company no longer utilizes as part of it managed services offerings. Rent expense under operating leases amounted to approximately $1.3 million , $1.0 million and $743,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. Term Loan On October 21, 2016, Qumu Corporation (the “Company”) and its wholly-owned subsidiary, Qumu, Inc., entered into a term loan credit agreement (the “credit agreement”) with HCP-FVD, LLC as lender and Hale Capital Partners, LP as administrative agent (the “Administrative Agent”). HCP-FVD, LLC is an affiliate of Hale Capital Partners, LP. Pursuant to the credit agreement, the Company borrowed $8.0 million as a term loan on October 21, 2016. The term loan is scheduled to mature on October 21, 2019, requires payment of interest monthly at the prime rate plus 6.0% . As of December 31, 2016 , interest was payable at 9.75% and the effective interest rate, which includes the impact of accreting the original issue discount and debt issuance costs noted below to interest expense over the term of the loan, was 16.5% . Upon issuance, the term loan was recorded in the Company's consolidated balance sheet net of an original issue discount of $1.0 million , which represented the fair value of the warrant issued in connection with the debt financing. Also upon issuance, the Company recorded debt issuance costs of $440,000 , which are net of $65,000 of costs allocated to the warrant liability and are recorded as a reduction to the carrying value of the term loan. The term loan is reported in the Company's consolidated balance sheets as follows (in thousands): December 31, 2016 2015 Term loan, at face value $ 8,000 $ — Unamortized original issue discount (967 ) — Unamortized debt issuance costs (416 ) — Term loan $ 6,617 $ — The term loan had an estimated fair value of $7.2 million as of December 31, 2016 . The fair value of the term loan is estimated using a discounted cash flow analysis based on the Company’s current incremental borrowing rate. As the contractual terms of the loan provide all the necessary inputs for this calculation, the term loan is classified as Level 2. The estimated fair value is not necessarily indicative of the amount that would be realized in a current market exchange. The Company may prepay the term loan at any time with the payment of the applicable pre-payment fee. The Company is obligated to prepay the term loan, with the payment of the applicable pre-payment fee, with the net proceeds from certain dispositions, issuances of equity or debt securities, extraordinary transactions or upon a change of control. The credit agreement contains affirmative and negative covenants and requirements relating to the Company and its operations. The negative covenants prohibit the Company from incurring debt, encumbering its assets, exceeding operating lease expense amounts, making dividends, distributions or payments on the Company’s capital stock, being a party to any acquisition or any merger or consolidation or similar transaction, modifying its organizational documents, entering into certain transactions with affiliates, making certain transfers to or conducting certain business through foreign subsidiaries, and incentivizing accelerated customer payments. The negative covenants of the credit agreement also require the Company to meet 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 minimum subscription and maintenance and support dollar renewal rates. The Company was in compliance with all its covenants as of December 31, 2016. While the Company was in compliance with all its covenants at December 31, 2016, the Company’s quarterly and annual results of operations are subject to significant fluctuations due to a variety of factors, many of which are outside of the Company’s control. These factors include the number and mix of products and solutions sold in the period, timing of customer purchase commitments, including the impact of long sales cycles and seasonal buying patterns, and variability in the size of customer purchases and the impact of large customer orders on a particular period. The foregoing factors are difficult to forecast, and these, as well as other factors, could adversely affect the Company’s quarterly and annual results of operations. Failure to achieve its quarterly or annual forecasts may result in the Company being out of compliance with covenants or projecting noncompliance in the future. Management actively monitors its opportunity pipeline, forecast, and projected covenant compliance on an ongoing basis. Subsequent to year end, the Company amended its credit agreement to reduce the minimum core bookings covenant requirement for any computation period ending prior to June 30, 2018 while also increasing the ratio of minimum eligible accounts receivable and cash to outstanding obligations. The amendments also modified certain prepayment terms. If at any time the Company's operating forecast projects non-compliance with its cash-related financial covenants, the Company would reduce its operating costs, including but not limited to headcount reductions, to achieve projected compliance. The Company has no legal or other restrictions that would materially limit its ability to execute on such operating cost reductions, nor does the Company believe that such reductions would materially impact the long-term prospects of the Company. However, there can be no assurance that any future expense reduction measures will result in the expected reductions in the timeframes necessary to achieve compliance with any cash-related financial covenant. In connection with the credit agreement, the Company granted a first priority security interest in substantially all of its properties, rights and assets and in the stock of Qumu, Inc. Pursuant to a charge over shares by deed by Qumu Corporation as Chargor and the Administrative Agent, the Company pledged to the Administrative Agent 65% of its shares in Qumu UK Holdings Ltd. Warrant In conjunction with the October 21, 2016 debt financing, the Company issued a warrant for the purchase of up to 314,286 shares of the Company's common stock, the entire portion of which remained unexercised and outstanding at December 31, 2016. The warrant, which expires on October 21, 2026, has an exercise price of $2.80 per share and is transferrable. The warrant contains a cash settlement feature contingent upon the occurrence of certain events, essentially the sale of the Company as defined in the warrant agreement. As a result of this cash settlement feature, the warrant is subject to derivative accounting as prescribed under ASC 815. Accordingly, the fair value of the warrant on the date of issuance was recorded in the Company’s consolidated balance sheets as a liability. Contingencies The Company is exposed to a number of asserted and unasserted legal claims encountered in the ordinary course of its business. Although the outcome of any such legal actions cannot be predicted, management believes that there are no pending legal proceedings against or involving the Company for which the outcome is likely to have a material adverse effect upon its 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 consolidated financial statements. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company issues shares pursuant to the 2007 Stock Incentive Plan (the “2007 Plan”) which provides for the grant of stock incentive awards in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units and other awards in stock and/or cash to certain key employees, non-employee directors and service providers. The exercise price of stock options granted under the 2007 Plan is equal to the market value on the date of grant. As of December 31, 2016 , 2,730,320 shares are authorized under the 2007 Plan, of which 741,831 were available for future grant. In addition to awards granted under the 2007 Plan, the Company granted non-qualified options to purchase 200,000 , 100,000 , 50,000 and 130,000 shares of its common stock to newly hired senior management level employees on April 1, 2009 , November 26, 2012 , January 7, 2013 and May 18, 2015 , respectively, of which 230,000 were outstanding as of December 31, 2016 . The options in all cases were granted outside of any shareholder-approved plan as inducements to accept employment with the Company. The options have an exercise price equal to the closing price of the Company’s common stock as reported by the Nasdaq Stock Market on the date of grant, vest in four equal installments on each of the first four anniversaries of the date of grant and have terms of seven years. In other respects, the options were structured to mirror the terms of the options granted under the 2007 Plan and are subject to stock option agreements between the Company and the employees. The Company recognized the following amounts related to the Company’s share-based payment arrangements (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation cost charged against loss, before income tax benefit Stock options $ 554 $ 686 $ 812 Restricted stock and restricted stock units 867 1,148 1,029 Total expense included in continuing operations $ 1,421 $ 1,834 $ 1,841 Stock-based compensation cost included in: Cost of revenues $ 49 $ 159 $ 55 Operating expenses 1,372 1,675 1,786 Total expense included in continuing operations $ 1,421 $ 1,834 $ 1,841 As of December 31, 2016 , total stock option compensation expense of $1.3 million and $894,000 was not yet recognized related to non-vested option awards and related to non-vested shares and share unit awards, respectively, and is expected to be recognized over a weighted average period of 3.0 years and 1.6 years, respectively. In addition to the stock-based compensation costs recognized in continuing operations related to the Company’s share-based payment arrangements, stock-based compensation costs of $198,000 are included in discontinued operations for the year ended December 31, 2014. Stock Options The fair value of each option award is estimated at the date of grant using the Black-Scholes option pricing model. The assumptions used to determine the fair value of stock option awards granted were as follows: Year Ended December 31, 2016 2015 2014 Expected life of options in years 4.75 4.75 4.75 Risk-free interest rate 1.1% - 1.4% 1.3% - 1.6% 1.4% - 1.6% Expected volatility 57.4% - 63.7% 34.5% - 53.2% 33.1% - 34.5% Expected dividend yield —% —% —% The Company reviews these assumptions at the time of each new option award and adjusts them as necessary to ensure proper option valuation. The expected life represents the period that the stock option awards are expected to be outstanding. Effective April 2008, the Company’s Board of Directors approved a change in the contractual term of stock options granted to employees from ten to seven years. Given the reduction in the contractual term of its employee stock option awards, the Company determined it was unable to rely on its historical exercise data as a basis for estimating the expected life of stock options granted to employees subsequent to this change. As such, the Company used the “simplified” method for determining the expected life of stock options granted to employees in 2016 , 2015 and 2014 , which bases the expected life calculation on the average of the vesting term and the contractual term of the awards. The risk-free interest rate is based on the yield of constant maturity U.S. treasury bonds with a remaining term equal to the expected life of the awards. The Company estimated the stock price volatility using weekly price observations over the most recent historical period equal to the expected life of the awards. A summary of share option activity is presented in the table below (in thousands, except per share data): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Options outstanding at December 31, 2013 1,748 $ 12.95 Granted 133 14.58 Exercised (86 ) 12.28 Canceled (160 ) 15.75 Options outstanding at December 31, 2014 1,635 12.84 Granted 617 4.73 Exercised (20 ) 7.27 Canceled (419 ) 13.45 Options outstanding at December 31, 2015 1,813 10.00 Granted 374 2.86 Exercised — — Canceled (679 ) 12.66 Options outstanding at December 31, 2016 1,508 7.03 4.7 $ — Total vested and expected to vest as of December 31, 2016 1,501 7.05 4.7 — Options exercisable as of: December 31, 2014 1,003 $ 14.15 December 31, 2015 969 13.09 December 31, 2016 703 10.06 3.1 $ — ________________________________________________________________ (1) Aggregate intrinsic value includes only those options with intrinsic value (options where the exercise price is below the market value). Other information pertaining to options is as follows (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Fair value of options granted $ 556 $ 1,119 $ 612 Per share weighted average fair value of options granted $ 1.49 $ 1.81 $ 4.60 Total intrinsic value of stock options exercised $ — $ 131 $ 242 The aggregate impact of the exercise of stock options, expirations of vested stock options and lapse of restrictions on restricted stock generated a net tax impact of $15,000 , $7,000 and $6,000 in 2016 , 2015 and 2014 respectively, recorded as a reduction in additional paid-in capital. Restricted Stock and Restricted Stock Units Restricted stock and restricted stock units are valued based on the market value of the Company’s shares on the date of grant, which was equal to the intrinsic value of the shares on that date. These awards vest and the restrictions lapse over varying periods from the date of grant. The Company recognizes compensation expense for the intrinsic value of the restricted awards ratably over the vesting period. A summary of restricted stock and restricted stock units activity is presented in the table below (in thousands, except per share data): Number of Shares Weighted Average Grant-Date Fair Value Nonvested at December 31, 2013 118 $ 10.94 Granted 184 14.92 Vested (76 ) 10.35 Canceled (12 ) 10.63 Nonvested at December 31, 2014 214 14.59 Granted 129 9.96 Vested (92 ) 14.52 Canceled (76 ) 12.64 Nonvested at December 31, 2015 175 12.05 Granted 120 4.00 Vested (76 ) 11.27 Canceled (29 ) 13.03 Nonvested at December 31, 2016 190 $ 7.13 Other information pertaining to restricted stock and restricted stock units is as follows (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Per share weighted average grant-date fair value of restricted stock and restricted stock units granted $ 4.00 $ 9.96 $ 14.92 Total fair value of restricted stock and restricted stock units vested $ 294 $ 667 $ 1,076 Stock-Based Compensation The Company issues shares pursuant to the 2007 Stock Incentive Plan (the “2007 Plan”) which provides for the grant of stock incentive awards in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units and other awards in stock and/or cash to certain key employees, non-employee directors and service providers. The exercise price of stock options granted under the 2007 Plan is equal to the market value on the date of grant. As of December 31, 2016 , 2,730,320 shares are authorized under the 2007 Plan, of which 741,831 were available for future grant. In addition to awards granted under the 2007 Plan, the Company granted non-qualified options to purchase 200,000 , 100,000 , 50,000 and 130,000 shares of its common stock to newly hired senior management level employees on April 1, 2009 , November 26, 2012 , January 7, 2013 and May 18, 2015 , respectively, of which 230,000 were outstanding as of December 31, 2016 . The options in all cases were granted outside of any shareholder-approved plan as inducements to accept employment with the Company. The options have an exercise price equal to the closing price of the Company’s common stock as reported by the Nasdaq Stock Market on the date of grant, vest in four equal installments on each of the first four anniversaries of the date of grant and have terms of seven years. In other respects, the options were structured to mirror the terms of the options granted under the 2007 Plan and are subject to stock option agreements between the Company and the employees. The Company recognized the following amounts related to the Company’s share-based payment arrangements (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation cost charged against loss, before income tax benefit Stock options $ 554 $ 686 $ 812 Restricted stock and restricted stock units 867 1,148 1,029 Total expense included in continuing operations $ 1,421 $ 1,834 $ 1,841 Stock-based compensation cost included in: Cost of revenues $ 49 $ 159 $ 55 Operating expenses 1,372 1,675 1,786 Total expense included in continuing operations $ 1,421 $ 1,834 $ 1,841 As of December 31, 2016 , total stock option compensation expense of $1.3 million and $894,000 was not yet recognized related to non-vested option awards and related to non-vested shares and share unit awards, respectively, and is expected to be recognized over a weighted average period of 3.0 years and 1.6 years, respectively. In addition to the stock-based compensation costs recognized in continuing operations related to the Company’s share-based payment arrangements, stock-based compensation costs of $198,000 are included in discontinued operations for the year ended December 31, 2014. Stock Options The fair value of each option award is estimated at the date of grant using the Black-Scholes option pricing model. The assumptions used to determine the fair value of stock option awards granted were as follows: Year Ended December 31, 2016 2015 2014 Expected life of options in years 4.75 4.75 4.75 Risk-free interest rate 1.1% - 1.4% 1.3% - 1.6% 1.4% - 1.6% Expected volatility 57.4% - 63.7% 34.5% - 53.2% 33.1% - 34.5% Expected dividend yield —% —% —% The Company reviews these assumptions at the time of each new option award and adjusts them as necessary to ensure proper option valuation. The expected life represents the period that the stock option awards are expected to be outstanding. Effective April 2008, the Company’s Board of Directors approved a change in the contractual term of stock options granted to employees from ten to seven years. Given the reduction in the contractual term of its employee stock option awards, the Company determined it was unable to rely on its historical exercise data as a basis for estimating the expected life of stock options granted to employees subsequent to this change. As such, the Company used the “simplified” method for determining the expected life of stock options granted to employees in 2016 , 2015 and 2014 , which bases the expected life calculation on the average of the vesting term and the contractual term of the awards. The risk-free interest rate is based on the yield of constant maturity U.S. treasury bonds with a remaining term equal to the expected life of the awards. The Company estimated the stock price volatility using weekly price observations over the most recent historical period equal to the expected life of the awards. A summary of share option activity is presented in the table below (in thousands, except per share data): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Options outstanding at December 31, 2013 1,748 $ 12.95 Granted 133 14.58 Exercised (86 ) 12.28 Canceled (160 ) 15.75 Options outstanding at December 31, 2014 1,635 12.84 Granted 617 4.73 Exercised (20 ) 7.27 Canceled (419 ) 13.45 Options outstanding at December 31, 2015 1,813 10.00 Granted 374 2.86 Exercised — — Canceled (679 ) 12.66 Options outstanding at December 31, 2016 1,508 7.03 4.7 $ — Total vested and expected to vest as of December 31, 2016 1,501 7.05 4.7 — Options exercisable as of: December 31, 2014 1,003 $ 14.15 December 31, 2015 969 13.09 December 31, 2016 703 10.06 3.1 $ — ________________________________________________________________ (1) Aggregate intrinsic value includes only those options with intrinsic value (options where the exercise price is below the market value). Other information pertaining to options is as follows (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Fair value of options granted $ 556 $ 1,119 $ 612 Per share weighted average fair value of options granted $ 1.49 $ 1.81 $ 4.60 Total intrinsic value of stock options exercised $ — $ 131 $ 242 The aggregate impact of the exercise of stock options, expirations of vested stock options and lapse of restrictions on restricted stock generated a net tax impact of $15,000 , $7,000 and $6,000 in 2016 , 2015 and 2014 respectively, recorded as a reduction in additional paid-in capital. Restricted Stock and Restricted Stock Units Restricted stock and restricted stock units are valued based on the market value of the Company’s shares on the date of grant, which was equal to the intrinsic value of the shares on that date. These awards vest and the restrictions lapse over varying periods from the date of grant. The Company recognizes compensation expense for the intrinsic value of the restricted awards ratably over the vesting period. A summary of restricted stock and restricted stock units activity is presented in the table below (in thousands, except per share data): Number of Shares Weighted Average Grant-Date Fair Value Nonvested at December 31, 2013 118 $ 10.94 Granted 184 14.92 Vested (76 ) 10.35 Canceled (12 ) 10.63 Nonvested at December 31, 2014 214 14.59 Granted 129 9.96 Vested (92 ) 14.52 Canceled (76 ) 12.64 Nonvested at December 31, 2015 175 12.05 Granted 120 4.00 Vested (76 ) 11.27 Canceled (29 ) 13.03 Nonvested at December 31, 2016 190 $ 7.13 Other information pertaining to restricted stock and restricted stock units is as follows (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Per share weighted average grant-date fair value of restricted stock and restricted stock units granted $ 4.00 $ 9.96 $ 14.92 Total fair value of restricted stock and restricted stock units vested $ 294 $ 667 $ 1,076 |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock [Abstract] | |
Common stock | Stockholders' Equity Common Stock Since October 2010, the Company’s Board of Directors has approved common stock repurchases of up to 3,500,000 shares. Shares may be purchased at prevailing market prices in the open market or in private transactions, subject to market conditions, share price, trading volume and other factors. The repurchase program may be discontinued at any time. The repurchase program has been funded to date using cash on hand. The Company repurchased no shares under the share repurchase program during the years ended December 31, 2016 , 2015 and 2014 . As of December 31, 2016 , 778,365 shares were available under the Board authorizations. Under the credit agreement, the Company is prohibited from repurchasing or redeeming its stock, subject to certain exceptions relating to the exercise or vesting of equity awards. |
401 (K) Savings Plan
401 (K) Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Profit Sharing And Savings Plan [Abstract] | |
401(K) Savings Plan | 401(K) Savings Plan The Company has a savings plan under Section 401(k) of the Internal Revenue Code. The plan allows employees to contribute up to 100% of pretax compensation. The Company matches a percentage of employees’ contributions. Matching contributions totaled $428,000 , $359,000 and $324,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes consist of the following (in thousands): Year Ended December 31, 2016 2015 2014 Loss before income taxes: Domestic $ (10,834 ) $ (26,889 ) $ (26,271 ) Foreign (593 ) (2,639 ) (2,636 ) Total loss before income taxes $ (11,427 ) $ (29,528 ) $ (28,907 ) The provision for income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current: U.S. Federal $ (6 ) $ (3 ) $ (122 ) State 50 27 35 Foreign (249 ) (817 ) (96 ) Total current (205 ) (793 ) (183 ) Deferred: U.S. Federal — 1 (5,693 ) State 12 (47 ) (562 ) Foreign (59 ) — (126 ) Total deferred (47 ) (46 ) (6,381 ) Total provision for income tax benefit $ (252 ) $ (839 ) $ (6,564 ) Total income tax benefit differs from the expected income tax benefit, computed by applying the federal statutory rate of 34% to earnings before income taxes as follows (in thousands): Year Ended December 31, 2016 2015 2014 Expected income tax benefit $ (3,885 ) $ (10,040 ) $ (9,828 ) State income taxes, net of federal tax effect (789 ) (830 ) (347 ) Change in tax rate (162 ) 48 20 Foreign tax (105 ) 80 690 Non-deductible stock issuance costs (24 ) — — Federal R&D credit (17 ) (82 ) (88 ) Foreign unremitted earnings 58 — — Change in valuation allowance 4,566 9,906 2,957 Other, net 106 79 32 Total provision for income tax benefit $ (252 ) $ (839 ) $ (6,564 ) The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are presented below (in thousands): December 31, 2016 2015 Deferred tax assets: Inventory provisions and uniform capitalization $ — $ 24 Accounts receivable allowances 12 9 Non-qualified stock option and restricted stock expense 961 1,789 Deferred revenue 408 76 Loss and credit carryforwards of U.S. subsidiary 33,673 28,366 Loss carryforward of foreign subsidiaries 1 382 Other accruals and reserves 674 1,108 Other (349 ) 122 Total deferred tax assets before valuation allowance 35,380 31,876 Less valuation allowance (32,930 ) (28,928 ) Total deferred tax assets $ 2,450 $ 2,948 Deferred tax liabilities: Acquired intangibles $ (2,526 ) $ (3,067 ) Fixed Assets (148 ) (399 ) Total deferred tax liabilities $ (2,674 ) $ (3,466 ) Total net deferred tax assets (liabilities) $ (224 ) $ (518 ) As of December 31, 2016 , the Company had $78.1 million of net operating loss carryforwards for U.S. federal tax purposes and $63.9 million of net operating loss carryforwards for various states. The loss carryforwards for federal tax purposes will expire between 2022 and 2036 if not utilized. The loss carryforwards for state tax purposes will expire between 2022 and 2036 if not utilized. As of December 31, 2016 , the Company had federal and state research and development credit carryforwards of $3.0 million , net of Section 383 limitations, which will begin to expire in 2022 if not utilized. As a result of its acquisition of Qumu, Inc. in October 2011, utilization of U.S. net operating losses and tax credits of Qumu, Inc. are subject to annual limitations under Internal Revenue Code Sections 382 and 383, respectively. The Company assessed that the valuation allowance against its U.S. deferred tax assets is still appropriate as of December 31, 2016, based on the consideration of all available positive and negative evidence, using the “more likely than not” standard required by ASC 740, Income Taxes . The valuation allowance will be reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of the valuation allowance. The Company generally believes that it is more likely than not that the future results of the operations of its subsidiaries in the U.K. will generate sufficient taxable income due to the reversal of deferred tax liabilities to realize the tax benefits related to its deferred tax assets. As of December 31, 2016, the Company had a cumulative foreign tax loss carryforward of $1.7 million in the U.K. This amount can be carried forward indefinitely. As of December 31, 2016, the Company has accrued a $58,000 deferred tax liability on unremitted earnings attributable to its international subsidiaries that are no longer considered to be reinvested indefinitely. Accumulated undistributed foreign earnings relate primarily to operations of the Company's subsidiaries in Japan and the U.K. and amount to approximately $1.1 million as of December 31, 2016. The amount of cash and cash equivalents held by the Company's international subsidiaries that are not available to fund domestic operations unless repatriated was $1.4 million as of December 31, 2016. The repatriation of cash and cash equivalents held by the Company's international subsidiaries would not result in an adverse tax impact on cash due to the Company's net operating loss position with respect to income taxes. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is presented in the table below (in thousands): Year Ended December 31, 2016 2015 Gross unrecognized tax benefits at beginning of year $ 970 $ 900 Increases related to: Prior year income tax positions 58 2 Current year income tax positions 14 68 Gross unrecognized tax benefits at end of year $ 1,042 $ 970 Included in the balance of unrecognized tax benefits at December 31, 2016 are potential benefits of $6,000 that if recognized, would affect the effective tax rate. The Company does not anticipate that the total amount of unrecognized tax benefits as of December 31, 2016 will change significantly by December 31, 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Total accrued interest and penalties amounted to $3,000 and $4,000 on a gross basis at December 31, 2016 and 2015 , respectively, and are excluded from the reconciliation of unrecognized tax benefits presented above. Interest and penalties recognized in the consolidated statements of operations related to uncertain tax positions amounted to a net tax expense in 2016 of $1,000 and net tax benefit in 2015 of $3,000 . The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2016 , the Company was no longer subject to income tax examinations for taxable years before 2014 in the case of U.S. federal taxing authorities, and taxable years generally before 2012 in the case of state taxing authorities, consisting primarily of Minnesota and California. |
Computation of Net Loss from Co
Computation of Net Loss from Continuing Operations per Share of Common Stock (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share, Basic [Abstract] | |
Earnings Per Share [Text Block] | Computation of Net Loss From Continuing Operations Per Share of Common Stock The following table identifies the components of net loss from continuing operations per basic and diluted share (in thousands, except for per share data): Year Ended December 31, 2016 2015 2014 Net loss per share from continuing operations – basic Net loss from continuing operations $ (11,175 ) $ (28,689 ) $ (22,343 ) Weighted average shares outstanding – basic 9,232 9,235 8,836 Net loss per share from continuing operations – basic $ (1.21 ) $ (3.11 ) $ (2.53 ) Net loss per share from continuing operations – diluted Loss from continuing operations attributable to common shareholders: Net loss from continuing operations $ (11,175 ) $ (28,689 ) $ (22,343 ) Numerator effect of dilutive securities Warrant (137 ) — — Loss from continuing operations attributable to common shareholders $ (11,312 ) $ (28,689 ) $ (22,343 ) Weighted averages shares outstanding – diluted: Weighted average shares outstanding – basic 9,232 9,235 8,836 Denominator effect of dilutive securities Stock options and restricted stock units — — — Warrant — — — Diluted potential common shares — — — Weighted average shares outstanding – diluted 9,232 9,235 8,836 Net loss per share from continuing operations – diluted $ (1.23 ) $ (3.11 ) $ (2.53 ) Stock options and restricted stock units to acquire weighted average common shares of 1,511,000 , 1,676,000 and 1,724,000 for the years ended December 31, 2016 , 2015 and 2014 , respectively, have been excluded from the computation of diluted weighted average shares outstanding for each respective period as their effect is anti-dilutive. |
Significant Customers and Geogr
Significant Customers and Geographic Data | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information / Major Customers | Significant Customers and Geographic Data Customers accounting for more than 10% of the Company’s total revenue are as follows (in thousands): Years Ended December 31, Revenues 2016 2015 2014 Customer A $ 4,402 $ 4,375 * _________________________________________________ * Sales did not exceed 10% Customers accounting for more than 10% of the Company’s accounts receivable are as follows (in thousands): December 31, Accounts Receivable 2016 2015 2014 Customer A $ 1,099 * * Customer B $ 748 * * Customer C * $ 1,144 * Customer D * $ 1,173 * _________________________________________________ * Accounts receivable balance did not exceed 10% The Company’s revenues from each of its principal geographic regions are presented based on customer location as follows (in thousands): Years Ended December 31, 2016 2015 2014 North America $ 23,089 $ 25,254 $ 22,634 Europe 7,924 8,128 2,712 Asia 669 1,072 1,175 Total $ 31,682 $ 34,454 $ 26,521 Net property and equipment of the Company were located as follows (in thousands): December 31, 2016 2015 North America $ 1,732 $ 2,715 Europe 95 209 Asia — 18 Total $ 1,827 $ 2,942 |
Supplemental Quarterly Data - U
Supplemental Quarterly Data - Unaudited | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Income Statement Elements [Abstract] | |
Supplemental Quarterly Data - Unaudited | Supplemental Quarterly Data – Unaudited (In thousands, except per share data) 2015 2016 First Second Third Fourth First Second Third Fourth Revenues $ 5,969 $ 8,764 $ 9,602 $ 10,119 $ 8,736 $ 6,515 $ 7,110 $ 9,321 Cost of revenues 3,775 4,492 4,870 4,362 3,818 2,954 2,857 2,731 Gross profit 2,194 4,272 4,732 5,757 4,918 3,561 4,253 6,590 Operating expenses: Research and development 2,802 2,858 2,848 2,181 2,350 2,410 1,986 1,795 Sales and marketing 4,828 4,740 4,706 3,720 3,532 2,978 2,435 2,584 General and administrative 4,364 3,558 4,353 4,603 2,970 2,265 2,109 2,378 Amortization of intangibles 199 200 200 199 226 227 221 217 Total operating expenses 12,193 11,356 12,107 10,703 9,078 7,880 6,751 6,974 Operating loss (9,999 ) (7,084 ) (7,375 ) (4,946 ) (4,160 ) (4,319 ) (2,498 ) (384 ) Other income (expense): Interest income (expense), net 16 15 (10 ) (14 ) (12 ) (15 ) (13 ) (247 ) Change in fair value of warrant liability — — — — — — — 137 Other, net (64 ) (4 ) (89 ) 26 36 (47 ) (13 ) 108 Total other income (loss), net (48 ) 11 (99 ) 12 24 (62 ) (26 ) (2 ) Loss before income taxes (10,047 ) (7,073 ) (7,474 ) (4,934 ) (4,136 ) (4,381 ) (2,524 ) (386 ) Income tax benefit (174 ) (146 ) (163 ) (357 ) (4 ) (90 ) (39 ) (119 ) Net loss from continuing operations (9,873 ) (6,927 ) (7,311 ) (4,577 ) (4,132 ) (4,291 ) (2,485 ) (267 ) Net income (loss) from discontinued operations, net of tax (67 ) (22 ) 79 — — — — — Net income (loss) $ (9,940 ) $ (6,949 ) $ (7,232 ) $ (4,577 ) $ (4,132 ) $ (4,291 ) $ (2,485 ) $ (267 ) Net income (loss) per share – basic (1) $ (1.08 ) $ (0.75 ) $ (0.78 ) $ (0.50 ) $ (0.45 ) $ (0.46 ) $ (0.27 ) $ (0.03 ) Net income (loss) per share – diluted (1) $ (1.08 ) $ (0.75 ) $ (0.78 ) $ (0.50 ) $ (0.45 ) $ (0.46 ) $ (0.27 ) $ (0.04 ) (1) Due to the averaging of shares, quarterly earnings per share may not add to the total for the full year. |
Nature Of Business And Summar22
Nature Of Business And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Nature of Business | Qumu Corporation (the "Company") provides the software applications businesses use 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, allowing organizations around the world to 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. As further described in Note 2, 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 from discontinued operations, net of tax” line item on the 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. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates 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. |
Revenue Recognition | Revenue Recognition The Company generates revenue through the sale of enterprise video content management software solutions, hardware, maintenance and support, and professional and other services. Software sales may take the form of a perpetual software license, a term software license or a cloud-hosted software as a service (SaaS). Software licenses and appliances revenue includes sales of perpetual software licenses and hardware. Service revenue includes term software licenses, SaaS, maintenance and support, and professional and other services. The Company commences revenue recognition when all of the following conditions are met: there is persuasive evidence of an arrangement; the product has been delivered or the services have been provided to the customer; the collection of the fees is reasonably assured; and the amount of fees to be paid by the customer is fixed or determinable. More specifically: • Revenue from perpetual software licenses and hardware are generally recognized when the product has been delivered. • Revenue from subscription, maintenance and support, which includes term software licenses, cloud-hosted software as a service and maintenance and support, are generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date the Company’s product has been delivered or service is made available to customers. • Revenue from professional and other services, which are not essential to the functionality of the software, are generally recognized as the services are provided to customers. The Company allocates revenue to the software-related and non-software elements under one arrangement based on the relative selling price. In such circumstances, the selling price for a deliverable is based on the following hierarchy: i) vendor-specific objective evidence (“VSOE”), if available, ii) third-party evidence (“TPE”), if VSOE is not available, or iii) estimated selling price (“ESP”), if neither VSOE nor TPE is available. The Company determines VSOE of the selling price for software-related elements, including professional services and software maintenance and support contracts, based on the price charged for the deliverable when sold separately. After the arrangement consideration has been allocated to the software-related and non-software related elements, the Company accounts for each respective element as follows: • Revenue for each of the non-software elements is allocated based on the selling price hierarchy and recognized as noted above provided all other criteria required for revenue recognition have been met. • Revenue for each of the software-related elements is allocated based on the VSOE of each element and recognized as noted above provided all other criteria required for revenue recognition have been met. In software-related arrangements for which the Company does not have the VSOE of the fair value for all elements, revenue is deferred until the earlier of when the VSOE is determined for the undelivered elements (residual method) or when all elements for which the Company does not have the VSOE of the fair value have been delivered, unless the only undelivered element is maintenance and support, in which case the entire amount of revenue is recognized over the maintenance and support period. Other items relating to charges collected from customers: • Shipping and handling charges collected from customers as part of the Company's sales transactions are included in revenues and the associated costs are included in cost of revenues. • Sales taxes charged to and collected from customers as part of the Company’s sales transactions are excluded from revenues and recorded as a liability to the applicable governmental taxing authority. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue. |
Deferred Commissions | Deferred Commissions Sales commissions represent the direct incremental costs related to the acquisition of customer contracts. The Company recognizes commissions as sales and marketing expense at the time the associated product revenue is recognized, requiring establishment of a deferred cost in the event a commission is paid prior to recognition of revenue. The deferred commission amounts are recoverable through the related future revenue streams under non-cancelable customer contracts and also commission clawback provisions in the Company's sales compensation plans. |
Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. |
Marketable Securities | Marketable Securities Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. Marketable securities held by the Company are classified as available-for-sale. Available-for-sale securities are carried at fair value as determined by quoted market prices with unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. The Company analyzes its marketable securities for impairment on an ongoing basis. Factors considered in determining whether an unrealized loss is a temporary loss or an other-than-temporary loss include the length of time and extent to which the securities have been in an unrealized loss position and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated market recovery. |
Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are initially recorded at a selling price, which approximates fair value upon the sale of goods or services to customers. The Company maintains an allowance for doubtful accounts to reflect accounts receivable at net realizable value. In judging the adequacy of the allowance for doubtful accounts, the Company considers multiple factors, including historical bad debt experience, the general economic environment, the need for specific client reserves and the aging of the Company’s receivables. A portion of this provision is included in operating expenses as a general and administrative expense and a portion of this provision is included as a reduction of license revenue. A considerable amount of judgment is required in assessing these factors. If the factors utilized in determining the allowance do not reflect future performance, then a change in the allowance for doubtful accounts would be necessary in the period such determination has been made, which would impact future results of operations. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company records provisions for potential excess, obsolete and slow moving inventory. Results could be different if demand for the Company’s products decreased because of economic or competitive conditions, or if products became obsolete because of technical advancements in the industry or by the Company. Inventory included in prepaid expenses and other current assets was $204,000 and $250,000 as of December 31, 2016 and 2015 , respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from one to seven years for most assets. Leasehold improvements are amortized using the straight-line method over the shorter of the property’s useful life or the term of the underlying lease. Repairs and maintenance costs are charged to operations as incurred. The asset cost and related accumulated depreciation or amortization are adjusted for asset retirement or disposal, with the resulting gain or loss, if any, credited or charged to results of operations. |
Goodwill | Goodwill The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances warrant a review. The Company has determined that there is a single reporting unit for the purpose of goodwill impairment tests. For purposes of assessing the impairment of goodwill, the Company annually, at its fiscal year end, estimates the fair value of the reporting unit and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. As of December 31, 2016, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. See Note 5–"Intangible Assets and Goodwill." |
Impairment of Long-lived Assets | Long-lived Assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of its long-lived assets, including property and equipment and intangible assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. |
Investment in Nonconsolidated Company | Investment in Nonconsolidated Company As of December 31, 2016 and 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 Qumu'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, Qumu 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. Qumu 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 fair value below the carrying value of its investment. |
Derivative Liability | Derivative Liability In conjunction with debt financing completed in October 2016, the Company issued a warrant for the purchase of up to 314,286 shares of the Company's common stock, the entire portion of which remained unexercised and outstanding at December 31, 2016. The Company accounts for the warrant, a derivative financial instrument issued in conjunction with the Company's 2016 debt financing, as a current liability based upon the characteristics and provisions of the instrument. The warrant was determined to be ineligible for equity classification because of provisions that allow the holder under certain circumstances, essentially the sale of the Company as defined in the warrant agreement, to elect to receive a minimum cash payment in lieu of the Company's common shares. The warrant liability was recorded in the Company's consolidated balance sheets at its fair value on the date of issuance and is revalued on each subsequent balance sheet date until such instrument is exercised or expires, with any changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of this liability using an option pricing model that is based on the individual characteristics of the warrant on the valuation date, which includes assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument. Changes in the assumptions used could have a material impact on the resulting fair value. The primary input affecting the value of the warrant liability is the Company’s stock price. Generally, increases (decreases) in the fair value of the underlying stock would result in a corresponding increase (decrease) in the fair value of the warrant liability. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based compensation based on the fair value of the award at the date of grant. The Company recognizes stock-based compensation on a straight-line basis over the requisite service period for the entire award, net of an estimated forfeiture rate. Compensation cost is recognized for all awards over the vesting period to the extent the requisite service requirements are met, whether or not the award is ultimately exercised. Conversely, when the requisite service requirements are not met and the award is forfeited prior to vesting, any compensation expense previously recognized for the award is reversed. |
Research and Development Costs | Research and Development Costs Costs related to research, design and development of products are charged to research and development expense as incurred. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. The Company uses the working model approach to determine technological feasibility. The Company’s products are released soon after technological feasibility has been established. As a result, the Company has not capitalized any software development costs because such costs have not been significant. |
Royalties for Third-Party Technology | Royalties for Third-Party Technology Royalties for third-party technology are either paid in advance and capitalized as prepaid royalties or are accrued as incurred and subsequently paid. These royalties are generally expensed to cost of revenue generally at the greater of a rate based on the contractual or estimated term or an effective royalty rate based on the total projected net revenue for contracts with guaranteed minimums. Each quarter, the Company also evaluates the expected future realization of its prepaid royalties, as well as any minimum commitments not yet paid to determine amounts it deems unlikely to be realized through product sales. Any impairments or losses determined before the launch of a product are generally charged to general and administrative expense, and any impairments or losses determined post-launch are charged to cost of revenue. Unrecognized minimum royalty-based commitments are accounted for as executory contracts and, therefore, any losses on these commitments are recognized when the underlying intellectual property is abandoned (i.e., cease use) or the contractual rights to use the intellectual property are terminated. |
Income Taxes | Income Taxes The Company provides for income taxes using the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some component or all of the deferred tax assets will not be realized. Tax rate changes are reflected in income during the period such changes are enacted. |
Foreign Currency Translation | Foreign Currency Translation The functional currency for each of the Company’s international subsidiaries is the respective local currency. The Company translates its financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. The Company translates its assets and liabilities at the exchange rate in effect as of the financial statement date and translates statement of operations accounts using the average exchange rate for the period. Exchange rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive loss. Gains or losses, whether realized or unrealized, due to transactions in foreign currencies are reflected in the consolidated statements of operations under the line item other income (expense). |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by adjusting both the numerator (net loss) and the denominator (weighted-average number of shares outstanding), giving effect to all potentially dilutive common shares from the warrant, options and restricted stock units. The treasury stock method is used for computing potentially dilutive common shares. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with the net number of shares assumed to be issued added to the denominator. In addition, the numerator is adjusted to exclude the changes in the fair value of the warrants that are classified as a liability, but may be settled in shares. For the year ended December 31, 2016 , the Company reported diluted net loss as the impact of excluding the warrant income and related potentially dilutive shares was dilutive. Basic and diluted net loss per common share was the same for the years ended December 31, 2015 and 2014 as the impact of all potentially dilutive securities outstanding was anti-dilutive. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income and items defined as other comprehensive income, such as unrealized gains and losses on certain marketable securities and foreign currency translation adjustments. Such items are reported in the consolidated statements of comprehensive income (loss). |
New Accounting Pronouncements | New Accounting Pronouncements 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 adopted ASU 2016-09 effective January 1, 2017 and does not expect the adoption to have a material impact to 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall , which requires entities to measure equity instruments at fair value and recognize any changes in fair value in net income (loss). Entities may estimate the fair value of certain equity securities that do not have readily determinable fair value or may choose a practical expedient. If the practical expedient is elected, these investments would be recorded at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance also updates certain presentation and disclosure requirements. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this standard, which could be material to its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which provides guidance to customers about whether a cloud computing arrangement includes software, which the Company adopted prospectively as of January 1, 2016. The adoption had no impact on the Company's financial position, results of operations or cash flows. 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 new revenue standard may be applied using either of the following transition methods: a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures). The Company will adopt the standard in the first quarter of 2018 and preliminarily expects to use the modified retrospective method. However, the Company is continuing to evaluate the impact of the standard, and its adoption method is subject to change. Currently, the Company is in the process of reviewing its historical contracts to quantify the impact that the adoption of the standard will have on specific performance obligations. The Company is also continuing to evaluate the impact of the standard on its recognition of costs related to obtaining customer contracts (namely, sales commissions). While the Company continues to assess all potential impacts of this new standard, it currently believes the most significant impacts relate to the accounting for the timing of revenue recognition of subscription, or term-based, software license arrangements. Specifically, under the new standard: • Software revenue associated with non-cancellable subscription or, term-based, software license arrangements will generally be recognized upon delivery of the license. Historically, these arrangements have been material, and the Company currently recognizes this revenue ratably over the term of the software license; and • The Company expects that the accounting for software revenue derived from perpetual based licensing arrangements and associated services revenues will not be materially impacted. The adoption of the standard will require the implementation of new accounting processes, which will change the Company's internal controls over revenue recognition, contract acquisition costs and financial reporting. The Company is designing and implementing these controls in anticipation adopting the new standard January 1, 2018. |
Nature of Business and Summar23
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net | Changes to the allowance for doubtful accounts consisted of the following (in thousands): Year Ended December 31, Allowance for Doubtful Accounts: 2016 2015 2014 Balance at beginning of year $ 24 $ 55 $ 20 Write-offs (11 ) — (8 ) Recoveries — — — Change in provision 21 (31 ) 43 Balance at end of year $ 34 $ 24 $ 55 |
Divestiture of Disc Publishing
Divestiture of Disc Publishing (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations, income statement and balance sheet | Revenue, operating income, gain on sale of business, income tax expense and net income from discontinued operations were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Net revenue $ — $ — $ 29,922 Operating income — — 4,520 Gain on sale of discontinued operations — — 16,167 Income tax expense (benefit) — (92 ) 6,955 Net income (loss) from discontinued operations, net of tax $ — $ (10 ) $ 13,823 As of December 31, 2015 , assets and liabilities from discontinued operations consisted of $50,000 of other current liabilities. The Company had no assets and liabilities from discontinued operations as of December 31, 2016 . |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities as of December 31, 2015 consisted of the following (in thousands): December 31, 2015 Amortized 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Computer, network equipment and furniture $ 3,639 $ 3,642 Leasehold improvements 1,899 1,915 Total property and equipment 5,538 5,557 Less accumulated depreciation and amortization (3,711 ) (2,615 ) Total property and equipment, net $ 1,827 $ 2,942 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s amortizable intangible assets consisted of the following (in thousands): December 31, 2016 Customer Relationships Developed Technology Trademarks / Trade-Names Covenants Not to Compete Total Original cost $ 4,759 $ 7,917 $ 2,178 $ 31 $ 14,885 Accumulated amortization (1,577 ) (4,509 ) (658 ) (31 ) (6,775 ) Net identifiable intangible assets $ 3,182 $ 3,408 $ 1,520 $ — $ 8,110 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 year ended December 31, 2016 consisted of the following (in thousands): Year Ended Balance, beginning of period $ 11,032 Amortization expense (2,142 ) Currency translation (780 ) Balance, end of period $ 8,110 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense of intangible assets consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Amortization expense associated with the developed technology included in cost of revenues $ 1,251 $ 1,268 $ 650 Amortization expense associated with other acquired intangible assets included in operating expenses 891 798 652 Total amortization expense $ 2,142 $ 2,066 $ 1,302 |
Intangible Assets Future Amortization Expense | The Company estimates that amortization expense associated with intangible assets will be as follows (in thousands): Year Ending December 31, 2017 $ 2,059 2018 1,861 2019 1,188 2020 922 2021 722 Thereafter 1,358 Total $ 8,110 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The Company’s assets and liabilities measured at fair value on a recurring basis and the fair value hierarchy utilized to determine such fair values is as follows at December 31, 2016 (in thousands): Fair Value Measurements Using Total Fair Quoted Prices in Significant Other Significant Liabilities: Derivative warrant liability $ 893 $ — $ — $ 893 |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The Company classified the warrant liability as Level 3 due to the lack of relevant observable market data over fair value inputs such as the probability-weighting of the various scenarios in the arrangement. The following table represents a rollforward of the fair value of the Level 3 instrument (significant unobservable inputs): Balance at December 31, 2015 $ — Issuance of warrant instrument 1,030 Change in fair value (137 ) Balance at December 31, 2016 $ 893 |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The term loan is reported in the Company's consolidated balance sheets as follows (in thousands): December 31, 2016 2015 Term loan, at face value $ 8,000 $ — Unamortized original issue discount (967 ) — Unamortized debt issuance costs (416 ) — Term loan $ 6,617 $ — |
Schedule of Capital Leased Assets | Balances for assets acquired under capital lease obligations and included in property and equipment were as follows (in thousands): December 31, 2016 2015 Computer and network equipment $ 511 $ 511 Furniture 287 287 Assets acquired under capital lease obligations 798 798 Accumulated depreciation (372 ) (123 ) Assets acquired under capital lease obligations, net $ 426 $ 675 |
Schedule of Capital Leases and Other Financing Obligations | The current and long-term portions of capital leases and other financing obligations were as follows (in thousands): December 31, 2016 2015 Capital leases and other financing obligations, current $ 508 $ 502 Capital leases and other financing obligations, noncurrent 170 519 Total capital leases and other financing obligations $ 678 $ 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 December 31, 2016 are as follows (in thousands): Capital leases and other financing obligations Operating leases Total Years ending December 31, 2017 $ 545 $ 1,185 $ 1,730 2018 171 978 1,149 2019 3 522 525 2020 — 298 298 2021 — 300 300 Thereafter — 332 332 Total minimum lease payments 719 $ 3,615 $ 4,334 Less amount representing interest (41 ) Present value of net minimum lease payments $ 678 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of share-based payment arrangements | The Company recognized the following amounts related to the Company’s share-based payment arrangements (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation cost charged against loss, before income tax benefit Stock options $ 554 $ 686 $ 812 Restricted stock and restricted stock units 867 1,148 1,029 Total expense included in continuing operations $ 1,421 $ 1,834 $ 1,841 Stock-based compensation cost included in: Cost of revenues $ 49 $ 159 $ 55 Operating expenses 1,372 1,675 1,786 Total expense included in continuing operations $ 1,421 $ 1,834 $ 1,841 |
Schedule of assumptions used to determine the fair value of stock options awards granted | The fair value of each option award is estimated at the date of grant using the Black-Scholes option pricing model. The assumptions used to determine the fair value of stock option awards granted were as follows: Year Ended December 31, 2016 2015 2014 Expected life of options in years 4.75 4.75 4.75 Risk-free interest rate 1.1% - 1.4% 1.3% - 1.6% 1.4% - 1.6% Expected volatility 57.4% - 63.7% 34.5% - 53.2% 33.1% - 34.5% Expected dividend yield —% —% —% |
Schedule of share-based compensation pertaining to stock options | A summary of share option activity is presented in the table below (in thousands, except per share data): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Options outstanding at December 31, 2013 1,748 $ 12.95 Granted 133 14.58 Exercised (86 ) 12.28 Canceled (160 ) 15.75 Options outstanding at December 31, 2014 1,635 12.84 Granted 617 4.73 Exercised (20 ) 7.27 Canceled (419 ) 13.45 Options outstanding at December 31, 2015 1,813 10.00 Granted 374 2.86 Exercised — — Canceled (679 ) 12.66 Options outstanding at December 31, 2016 1,508 7.03 4.7 $ — Total vested and expected to vest as of December 31, 2016 1,501 7.05 4.7 — Options exercisable as of: December 31, 2014 1,003 $ 14.15 December 31, 2015 969 13.09 December 31, 2016 703 10.06 3.1 $ — ________________________________________________________________ (1) Aggregate intrinsic value includes only those options with intrinsic value (options where the exercise price is below the market value). |
Schedule of other share-based compensation, activity | Other information pertaining to options is as follows (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Fair value of options granted $ 556 $ 1,119 $ 612 Per share weighted average fair value of options granted $ 1.49 $ 1.81 $ 4.60 Total intrinsic value of stock options exercised $ — $ 131 $ 242 |
Nonvested restricted stock shares activity | A summary of restricted stock and restricted stock units activity is presented in the table below (in thousands, except per share data): Number of Shares Weighted Average Grant-Date Fair Value Nonvested at December 31, 2013 118 $ 10.94 Granted 184 14.92 Vested (76 ) 10.35 Canceled (12 ) 10.63 Nonvested at December 31, 2014 214 14.59 Granted 129 9.96 Vested (92 ) 14.52 Canceled (76 ) 12.64 Nonvested at December 31, 2015 175 12.05 Granted 120 4.00 Vested (76 ) 11.27 Canceled (29 ) 13.03 Nonvested at December 31, 2016 190 $ 7.13 |
Schedule of share-based compensation pertaining to restricted stock and restricted stock units | Other information pertaining to restricted stock and restricted stock units is as follows (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Per share weighted average grant-date fair value of restricted stock and restricted stock units granted $ 4.00 $ 9.96 $ 14.92 Total fair value of restricted stock and restricted stock units vested $ 294 $ 667 $ 1,076 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes | The components of loss before income taxes consist of the following (in thousands): Year Ended December 31, 2016 2015 2014 Loss before income taxes: Domestic $ (10,834 ) $ (26,889 ) $ (26,271 ) Foreign (593 ) (2,639 ) (2,636 ) Total loss before income taxes $ (11,427 ) $ (29,528 ) $ (28,907 ) |
Schedule of provision for income tax expense (benefit) | The provision for income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current: U.S. Federal $ (6 ) $ (3 ) $ (122 ) State 50 27 35 Foreign (249 ) (817 ) (96 ) Total current (205 ) (793 ) (183 ) Deferred: U.S. Federal — 1 (5,693 ) State 12 (47 ) (562 ) Foreign (59 ) — (126 ) Total deferred (47 ) (46 ) (6,381 ) Total provision for income tax benefit $ (252 ) $ (839 ) $ (6,564 ) |
Total income tax expense differs from the expected income tax expense | Total income tax benefit differs from the expected income tax benefit, computed by applying the federal statutory rate of 34% to earnings before income taxes as follows (in thousands): Year Ended December 31, 2016 2015 2014 Expected income tax benefit $ (3,885 ) $ (10,040 ) $ (9,828 ) State income taxes, net of federal tax effect (789 ) (830 ) (347 ) Change in tax rate (162 ) 48 20 Foreign tax (105 ) 80 690 Non-deductible stock issuance costs (24 ) — — Federal R&D credit (17 ) (82 ) (88 ) Foreign unremitted earnings 58 — — Change in valuation allowance 4,566 9,906 2,957 Other, net 106 79 32 Total provision for income tax benefit $ (252 ) $ (839 ) $ (6,564 ) |
Schedule of tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) | The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are presented below (in thousands): December 31, 2016 2015 Deferred tax assets: Inventory provisions and uniform capitalization $ — $ 24 Accounts receivable allowances 12 9 Non-qualified stock option and restricted stock expense 961 1,789 Deferred revenue 408 76 Loss and credit carryforwards of U.S. subsidiary 33,673 28,366 Loss carryforward of foreign subsidiaries 1 382 Other accruals and reserves 674 1,108 Other (349 ) 122 Total deferred tax assets before valuation allowance 35,380 31,876 Less valuation allowance (32,930 ) (28,928 ) Total deferred tax assets $ 2,450 $ 2,948 Deferred tax liabilities: Acquired intangibles $ (2,526 ) $ (3,067 ) Fixed Assets (148 ) (399 ) Total deferred tax liabilities $ (2,674 ) $ (3,466 ) Total net deferred tax assets (liabilities) $ (224 ) $ (518 ) |
Reconciliation of the beginning and ending amounts of gross unrecognized tax benefits | A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is presented in the table below (in thousands): Year Ended December 31, 2016 2015 Gross unrecognized tax benefits at beginning of year $ 970 $ 900 Increases related to: Prior year income tax positions 58 2 Current year income tax positions 14 68 Gross unrecognized tax benefits at end of year $ 1,042 $ 970 |
Computation of Net Loss from 32
Computation of Net Loss from Continuing Operations per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share, Basic [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table identifies the components of net loss from continuing operations per basic and diluted share (in thousands, except for per share data): Year Ended December 31, 2016 2015 2014 Net loss per share from continuing operations – basic Net loss from continuing operations $ (11,175 ) $ (28,689 ) $ (22,343 ) Weighted average shares outstanding – basic 9,232 9,235 8,836 Net loss per share from continuing operations – basic $ (1.21 ) $ (3.11 ) $ (2.53 ) Net loss per share from continuing operations – diluted Loss from continuing operations attributable to common shareholders: Net loss from continuing operations $ (11,175 ) $ (28,689 ) $ (22,343 ) Numerator effect of dilutive securities Warrant (137 ) — — Loss from continuing operations attributable to common shareholders $ (11,312 ) $ (28,689 ) $ (22,343 ) Weighted averages shares outstanding – diluted: Weighted average shares outstanding – basic 9,232 9,235 8,836 Denominator effect of dilutive securities Stock options and restricted stock units — — — Warrant — — — Diluted potential common shares — — — Weighted average shares outstanding – diluted 9,232 9,235 8,836 Net loss per share from continuing operations – diluted $ (1.23 ) $ (3.11 ) $ (2.53 ) |
Significant Customers and Geo33
Significant Customers and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of sale amounts and related accounts receivable balances generated by unaffiliated customers that provided more than 10% of consolidated revenues | Customers accounting for more than 10% of the Company’s total revenue are as follows (in thousands): Years Ended December 31, Revenues 2016 2015 2014 Customer A $ 4,402 $ 4,375 * _________________________________________________ * Sales did not exceed 10% Customers accounting for more than 10% of the Company’s accounts receivable are as follows (in thousands): December 31, Accounts Receivable 2016 2015 2014 Customer A $ 1,099 * * Customer B $ 748 * * Customer C * $ 1,144 * Customer D * $ 1,173 * |
Schedule of revenues from each geographic regions based on customer location | The Company’s revenues from each of its principal geographic regions are presented based on customer location as follows (in thousands): Years Ended December 31, 2016 2015 2014 North America $ 23,089 $ 25,254 $ 22,634 Europe 7,924 8,128 2,712 Asia 669 1,072 1,175 Total $ 31,682 $ 34,454 $ 26,521 |
Schedule of net property and equipment location | Net property and equipment of the Company were located as follows (in thousands): December 31, 2016 2015 North America $ 1,732 $ 2,715 Europe 95 209 Asia — 18 Total $ 1,827 $ 2,942 |
Supplemental Quarterly Data -34
Supplemental Quarterly Data - Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Income Statement Elements [Abstract] | |
Supplemental Quarterly Data - Unaudited | 2015 2016 First Second Third Fourth First Second Third Fourth Revenues $ 5,969 $ 8,764 $ 9,602 $ 10,119 $ 8,736 $ 6,515 $ 7,110 $ 9,321 Cost of revenues 3,775 4,492 4,870 4,362 3,818 2,954 2,857 2,731 Gross profit 2,194 4,272 4,732 5,757 4,918 3,561 4,253 6,590 Operating expenses: Research and development 2,802 2,858 2,848 2,181 2,350 2,410 1,986 1,795 Sales and marketing 4,828 4,740 4,706 3,720 3,532 2,978 2,435 2,584 General and administrative 4,364 3,558 4,353 4,603 2,970 2,265 2,109 2,378 Amortization of intangibles 199 200 200 199 226 227 221 217 Total operating expenses 12,193 11,356 12,107 10,703 9,078 7,880 6,751 6,974 Operating loss (9,999 ) (7,084 ) (7,375 ) (4,946 ) (4,160 ) (4,319 ) (2,498 ) (384 ) Other income (expense): Interest income (expense), net 16 15 (10 ) (14 ) (12 ) (15 ) (13 ) (247 ) Change in fair value of warrant liability — — — — — — — 137 Other, net (64 ) (4 ) (89 ) 26 36 (47 ) (13 ) 108 Total other income (loss), net (48 ) 11 (99 ) 12 24 (62 ) (26 ) (2 ) Loss before income taxes (10,047 ) (7,073 ) (7,474 ) (4,934 ) (4,136 ) (4,381 ) (2,524 ) (386 ) Income tax benefit (174 ) (146 ) (163 ) (357 ) (4 ) (90 ) (39 ) (119 ) Net loss from continuing operations (9,873 ) (6,927 ) (7,311 ) (4,577 ) (4,132 ) (4,291 ) (2,485 ) (267 ) Net income (loss) from discontinued operations, net of tax (67 ) (22 ) 79 — — — — — Net income (loss) $ (9,940 ) $ (6,949 ) $ (7,232 ) $ (4,577 ) $ (4,132 ) $ (4,291 ) $ (2,485 ) $ (267 ) Net income (loss) per share – basic (1) $ (1.08 ) $ (0.75 ) $ (0.78 ) $ (0.50 ) $ (0.45 ) $ (0.46 ) $ (0.27 ) $ (0.03 ) Net income (loss) per share – diluted (1) $ (1.08 ) $ (0.75 ) $ (0.78 ) $ (0.50 ) $ (0.45 ) $ (0.46 ) $ (0.27 ) $ (0.04 ) (1) Due to the averaging of shares, quarterly earnings per share may not add to the total for the full year. |
Nature Of Business And Summar35
Nature Of Business And Summary Of Significant Accounting Policies Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 21, 2016 | Sep. 30, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Warrant shares | 314,286 | |||||
Foreign currency transaction gain (loss), before tax | $ 162,000 | $ (131,000) | $ (201,000) | |||
Inventory, net | $ 250,000 | $ 204,000 | 250,000 | |||
Property, Plant and Equipment | Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property and equipment estimated useful lives | 1 year | |||||
Property, Plant and Equipment | Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property and equipment estimated useful lives | 7 years | |||||
Briefcam Ltd. | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Investment carrying value | $ 3,100,000 | $ 3,100,000 | $ 3,100,000 | |||
Briefcam Ltd. | Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Minority ownership interest (as a percent) | 20.00% | 20.00% | 20.00% | |||
Prepaid Expenses and Other Current Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deferred commission costs recorded | $ 954,000 | $ 411,000 | $ 954,000 | |||
Other Noncurrent Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deferred commission costs recorded | 104,000 | $ 148,000 | $ 104,000 | |||
General and Administrative Expense [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Loss on third party license agreement | 1,200,000 | |||||
Write-off of prepaid royalty | $ 606,000 | |||||
Accrued minimum royalty payments | $ 606,000 |
Nature Of Business And Summar36
Nature Of Business And Summary Of Significant Accounting Policies Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $ 24 | $ 55 | $ 20 |
Write-offs | (11) | 0 | (8) |
Recoveries | 0 | 0 | 0 |
Change in provision | 21 | (31) | 43 |
Balance at end of year | $ 34 | $ 24 | $ 55 |
Divestiture of Disc Publishin37
Divestiture of Disc Publishing (Details) - Disc Publishing - USD ($) $ in Thousands | Jul. 02, 2014 | Jul. 01, 2014 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of businesses | $ 22,000 | |||||
Escrow deposit | $ 2,300 | |||||
Escrow lapsed period | 15 months | |||||
Gain on sale of discontinued operations | $ 16,200 | $ 0 | $ 0 | $ 16,167 | ||
Transaction expenses related to discontinued operations | $ 9,600 |
Divestiture of Disc Publishin38
Divestiture of Disc Publishing - Net Income from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Current income tax benefit resulting from income generated from discontinued operations | $ 0 | $ 0 | $ (6,337) | |||||||||
Net income (loss) from discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 79 | $ (22) | $ (67) | 0 | (10) | 13,823 | |
Disc Publishing | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Net revenue | 0 | 0 | 29,922 | |||||||||
Operating income | 0 | 0 | 4,520 | |||||||||
Gain on sale of discontinued operations | $ 16,200 | 0 | 0 | 16,167 | ||||||||
Current income tax benefit resulting from income generated from discontinued operations | 0 | (92) | 6,955 | |||||||||
Net income (loss) from discontinued operations, net of tax | $ 0 | $ (10) | $ 13,823 |
Divestiture of Disc Publishin39
Divestiture of Disc Publishing - Balance Sheet from Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Liabilities of Disposal Group, Including Discontinued Operation, Current | $ 0 | $ 50 |
Disc Publishing | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Other current liabilities | $ 0 | $ 50 |
Marketable Securities Schedule
Marketable Securities Schedule Of Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Marketable Securities [Line Items] | ||
Cost | $ 0 | $ 6,250 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (1) |
Available-for-sale Securities | 0 | 6,249 |
Certificates of deposit | ||
Marketable Securities [Line Items] | ||
Cost | 0 | 6,250 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (1) |
Available-for-sale Securities | $ 0 | $ 6,249 |
Property and Equipment Narrativ
Property and Equipment Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation related to property and equipment | $ 1,161 | $ 1,052 | $ 747 |
Property and Equipment Schedule
Property and Equipment Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,538 | $ 5,557 |
Less accumulated depreciation and amortization | (3,711) | (2,615) |
Total property, plant & equipment, net | 1,827 | 2,942 |
Computer, network equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,639 | 3,642 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,899 | $ 1,915 |
Intangible Assets and Goodwil43
Intangible Assets and Goodwill Changes In Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of purchased intangibles | $ 217 | $ 221 | $ 227 | $ 226 | $ 199 | $ 200 | $ 200 | $ 199 | $ 891 | $ 798 | $ 652 |
Original cost | 14,885 | 15,910 | 14,885 | 15,910 | |||||||
Accumulated amortization | (6,775) | (4,878) | (6,775) | (4,878) | |||||||
Net identifiable intangible assets | 8,110 | 11,032 | $ 8,110 | $ 11,032 | |||||||
Weighted-average useful lives (years) | 9 years | 9 years | |||||||||
Amortization of intangible assets | $ 2,142 | $ 2,066 | $ 1,302 | ||||||||
Customer relationships | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Original cost | 4,759 | 5,115 | 4,759 | 5,115 | |||||||
Accumulated amortization | (1,577) | (1,075) | (1,577) | (1,075) | |||||||
Net identifiable intangible assets | 3,182 | 4,040 | $ 3,182 | $ 4,040 | |||||||
Weighted-average useful lives (years) | 10 years | 10 years | |||||||||
Developed technology | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Original cost | 7,917 | 8,567 | $ 7,917 | $ 8,567 | |||||||
Accumulated amortization | (4,509) | (3,261) | (4,509) | (3,261) | |||||||
Net identifiable intangible assets | 3,408 | 5,306 | $ 3,408 | $ 5,306 | |||||||
Weighted-average useful lives (years) | 6 years | 6 years | |||||||||
Trademarks / trade names | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Original cost | 2,178 | 2,190 | $ 2,178 | $ 2,190 | |||||||
Accumulated amortization | (658) | (528) | (658) | (528) | |||||||
Net identifiable intangible assets | 1,520 | 1,662 | $ 1,520 | $ 1,662 | |||||||
Weighted-average useful lives (years) | 15 years | 15 years | |||||||||
Covenants not to compete | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Original cost | 31 | 38 | $ 31 | $ 38 | |||||||
Accumulated amortization | (31) | (14) | (31) | (14) | |||||||
Net identifiable intangible assets | $ 0 | $ 24 | $ 0 | $ 24 | |||||||
Weighted-average useful lives (years) | 2 years | 2 years |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill Intangible Asset Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Balance, beginning of period | $ 11,032 | ||
Amortization expense | (2,142) | $ (2,066) | $ (1,302) |
Currency translation | (780) | ||
Balance, end of period | $ 8,110 | $ 11,032 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill Amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of purchased intangibles | $ 217 | $ 221 | $ 227 | $ 226 | $ 199 | $ 200 | $ 200 | $ 199 | $ 891 | $ 798 | $ 652 |
Amortization of intangible assets | 2,142 | 2,066 | 1,302 | ||||||||
Cost of revenues | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of purchased intangibles | 1,251 | 1,268 | 650 | ||||||||
Operating expenses | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of purchased intangibles | $ 891 | $ 798 | $ 652 |
Intangible Assets and Goodwil46
Intangible Assets and Goodwill Intangible Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,017 | $ 2,059 |
2,018 | 1,861 |
2,019 | 1,188 |
2,020 | 922 |
2,021 | 722 |
Thereafter | 1,358 |
Other Finite-Lived Intangible Assets, Gross | $ 8,110 |
Intangible Assets and Goodwil47
Intangible Assets and Goodwill Narrative (Details) - USD ($) $ in Thousands | Oct. 03, 2014 | Oct. 30, 2011 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 6,749 | $ 8,103 | ||
Qumu, Inc. | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill acquired during period | $ 22,200 | |||
Kulu Valley Ltd | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 8,800 | $ 6,700 | ||
Intangible assets acquired during period | $ 6,700 |
Fair Value Measurements - Meas
Fair Value Measurements - Measurements Levels (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | $ 893 | |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | $ 893 | $ 0 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 21, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Warrant shares | 314,286 | |||||||||||
Warrant, exercise price | $ 2.80 | |||||||||||
Change in fair value of warrant | $ 137 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 137 | $ 0 | $ 0 | |
Fair Value, Measurements, Recurring | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Derivative Liability | 893 | 893 | ||||||||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Change in fair value of warrant | 137 | |||||||||||
Derivative Liability | $ 893 | $ 0 | $ 893 | $ 0 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Change in fair value | $ (137) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (137) | $ 0 | $ 0 |
Fair Value, Measurements, Recurring | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Balance at December 31, 2016 | 893 | 893 | |||||||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Balance at December 31, 2015 | $ 0 | 0 | |||||||||
Issuance of warrant instrument | 1,030 | ||||||||||
Change in fair value | (137) | ||||||||||
Balance at December 31, 2016 | $ 893 | $ 0 | $ 893 | $ 0 |
Contingencies and Commitments51
Contingencies and Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Assets acquired under capital lease obligations | $ 798 | $ 798 |
Accumulated depreciation | (372) | (123) |
Assets acquired under capital lease obligations, net | 426 | 675 |
Capital leases and other financing obligations, current | 508 | 502 |
Capital leases and other financing obligations, noncurrent | 170 | 519 |
Total capital leases and other financing obligations | 678 | 1,021 |
Computer and network equipment | ||
Capital Leased Assets [Line Items] | ||
Assets acquired under capital lease obligations | 511 | 511 |
Furniture | ||
Capital Leased Assets [Line Items] | ||
Assets acquired under capital lease obligations | $ 287 | $ 287 |
Contingencies and Commitments S
Contingencies and Commitments Schedule of Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
2,017 | $ 545 |
2,018 | 171 |
2,019 | 3 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total minimum lease payments | 719 |
Less amount representing interest | (41) |
Present value of net minimum lease payments | 678 |
Operating leases | |
2,017 | 1,185 |
2,018 | 978 |
2,019 | 522 |
2,020 | 298 |
2,021 | 300 |
Thereafter | 332 |
Total minimum lease payments | 3,615 |
Total | |
2,017 | 1,730 |
2,018 | 1,149 |
2,019 | 525 |
2,020 | 298 |
2,021 | 300 |
Thereafter | 332 |
Total minimum lease payments | $ 4,334 |
Contingencies and Commitments N
Contingencies and Commitments Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 21, 2016USD ($)$ / sharesshares | Sep. 01, 2015USD ($)ft² | |
Loss Contingencies [Line Items] | |||||||
Long-term Debt | $ 7,200,000 | $ 7,200,000 | |||||
Operating Leases, Future Minimum Payments Due | $ 3,615,000 | ||||||
Loss on Contracts | $ 1,000,000 | ||||||
Operating Leases, Rent Expense | 1,300,000 | 1,000,000 | $ 743,000 | ||||
Debt Instrument, Face Amount | $ 8,000,000 | $ 8,000,000 | 0 | $ 8,000,000 | |||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 9.75% | 9.75% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 16.50% | 16.50% | |||||
Debt Instrument, Unamortized Discount | $ 967,000 | $ 967,000 | $ 0 | 1,000,000 | |||
Debt Issuance Costs, Gross | 440,000 | ||||||
Pledged Assets, Other, Not Separately Reported on Statement of Financial Position | $ 0.65 | ||||||
Warrant shares | shares | 314,286 | ||||||
Warrant, exercise price | $ / shares | $ 2.80 | ||||||
Warrant | |||||||
Loss Contingencies [Line Items] | |||||||
Other Expenses | $ 65,000 | ||||||
Prime Rate | |||||||
Loss Contingencies [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | ||||||
Minneapolis Headquarters | |||||||
Loss Contingencies [Line Items] | |||||||
Area of Real Estate Property | ft² | 17,216 | ||||||
Operating Leases, Future Minimum Payments Due | $ 1,800,000 | ||||||
Leasehold Improvements, Gross | 713,000 | ||||||
Tenant Improvements | $ 689,000 |
Contingencies and Commitments T
Contingencies and Commitments Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Oct. 21, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | |||
Term loan, at face value | $ 8,000 | $ 8,000 | $ 0 |
Unamortized original issue discount | (967) | $ (1,000) | 0 |
Unamortized debt issuance costs | (416) | 0 | |
Unamortized debt issuance costs | $ 6,617 | $ 0 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | May 18, 2015 | Jan. 07, 2013 | Nov. 30, 2012 | Apr. 30, 2009 | Apr. 30, 2008 | Mar. 31, 2008 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Net tax impact of share-based compensation reduction in additional paid-in capital | $ 15,000 | $ 7,000 | $ 6,000 | ||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Termination period from the date of grant | 7 years | 10 years | |||||||
Total stock option compensation expense not yet recognized | $ 1,300,000 | ||||||||
Weighted-average period for recognition of cost not yet recognized | 2 years 350 days | ||||||||
Restricted stock and restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock option compensation expense not yet recognized | $ 894,000 | ||||||||
Weighted-average period for recognition of cost not yet recognized | 1 year 219 days | ||||||||
2007 Stock Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,730,320 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 741,831 | ||||||||
Newly Hired Executive Officers | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted non-qualified options to purchase shares of common stock | 130,000 | 50,000 | 100,000 | 200,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 230,000 | ||||||||
Termination period from the date of grant | 7 years | ||||||||
Qumu, Inc. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation costs included in discontinued operations | $ 198,000 |
Stock-Based Compensation Schedu
Stock-Based Compensation Schedule Of Share-Based Payment Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost charged against income, before income tax benefit | $ 1,421 | $ 1,834 | $ 1,841 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost charged against income, before income tax benefit | 49 | 159 | 55 |
Operating expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost charged against income, before income tax benefit | 1,372 | 1,675 | 1,786 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost charged against income, before income tax benefit | 554 | 686 | 812 |
Restricted stock and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost charged against income, before income tax benefit | $ 867 | $ 1,148 | $ 1,029 |
Stock-Based Compensation Sche57
Stock-Based Compensation Schedule of Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options (in years) | 4 years 273 days | 4 years 273 days | 4 years 273 days |
Minimum risk free interest rate | 1.10% | 1.30% | 1.36% |
Maximum risk free interest rate | 1.40% | 1.60% | 1.61% |
Expected minimum volatility rate | 57.40% | 34.50% | 33.10% |
Expected maximum volatility rate | 63.70% | 53.20% | 34.50% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation Sche58
Stock-Based Compensation Schedule of Share-based Compensation Rollforward (Details) - 2007 and 1992 Stock Incentive Plans - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning of year (in shares) | 1,813 | 1,635 | 1,748 |
Number of options granted | 374 | 617 | 133 |
Options exercised (in shares) | 0 | (20) | (86) |
Options canceled (in shares) | (679) | (419) | (160) |
Options outstanding, end of year (in shares) | 1,508 | 1,813 | 1,635 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding, weighted-average exercise price, beginning of year (dollars per share) | $ 10 | $ 12.84 | $ 12.95 |
Options granted, weighted-average exercise price (dollars per share) | 2.86 | 4.73 | 14.58 |
Options exercised, weighted-average exercise price (dollars per share) | 0 | 7.27 | 12.28 |
Options canceled, weighted-average exercise price (dollars per share) | 12.66 | 13.45 | 15.75 |
Options outstanding, weighted-average exercise price, end of year (dollars per share) | $ 7.03 | $ 10 | $ 12.84 |
Weighted-average remaining contractual term for options outstanding (In years) | 4 years 263 days | ||
Aggregate intrinsic value of options outstanding (value) | $ 0 | ||
Options subject to exercise (in shares) | 703 | 969 | 1,003 |
Weighted-average exercise price for options subject to exercise (dollars per share) | $ 10.06 | $ 13.09 | $ 14.15 |
Weighted-average remaining contractual term for options subject to exercise | 3 years 33 days | ||
Aggregate intrinsic value for options subject to exercise (value) | $ 0 | ||
Options vested and expected to vest (in shares) | 1,501 | ||
Weighted-average exercise price for options vested and expected to vest (dollars per share) | $ 7.05 | ||
Weighted-average remaining contractual term for options vested and expected to vest (In years) | 4 years 258 days | ||
Aggregate intrinsic value of options vested and expected to vest (value) | $ 0 |
Stock-Based Compensation Sche59
Stock-Based Compensation Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Fair value of options granted | $ 556 | $ 1,119 | $ 612 |
Per share weighted average fair value of options granted (dollars per share) | $ 1.49 | $ 1.81 | $ 4.60 |
Total intrinsic value of stock options exercised | $ 0 | $ 131 | $ 242 |
Stock-Based Compensation Nonves
Stock-Based Compensation Nonvested Restricted Stocks (Details) - Restricted stock and restricted stock units - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested restricted stock shares, beginning of year | 175 | 214 | 118 |
Nonvested restricted stock shares granted | 120 | 129 | 184 |
Nonvested restricted stock shares vested | (76) | (92) | (76) |
Nonvested restricted stock shares canceled | (29) | (76) | (12) |
Nonvested restricted stock shares, end of year | 190 | 175 | 214 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Nonvested restricted stock weighted average grant date fair value, beginning of year | $ 12.05 | $ 14.59 | $ 10.94 |
Nonvested restricted stock weighted average grant date fair value, granted (usd per share) | 4 | 9.96 | 14.92 |
Nonvested restricted stock weighted average grant date fair value, vested | 11.27 | 14.52 | 10.35 |
Nonvested restricted stock weighted average grant date fair value, canceled | 13.03 | 12.64 | 10.63 |
Nonvested restricted stock weighted average grant date fair value, end of year | $ 7.13 | $ 12.05 | $ 14.59 |
Stock-Based Compensation Sche61
Stock-Based Compensation Schedule of Restricted Stock Options (Details) - Restricted stock and restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Per share weighted average grant-date fair value of restricted stock and restricted stock units granted (usd per share) | $ 4 | $ 9.96 | $ 14.92 |
Total fair value of restricted stock and restricted stock units vested | $ 294 | $ 667 | $ 1,076 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Common Stock [Abstract] | |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 3,500,000 |
Stock Repurchased During Period, Shares | 0 |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 778,365 |
401 (K) Savings Plan (Details)
401 (K) Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Profit Sharing And Savings Plan [Abstract] | |||
Maximum employee contribution, percentage | 100.00% | ||
Employer matching contributions | $ 428 | $ 359 | $ 324 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | $ 1,700,000 | |
Loss carryforward of foreign subsidiary and joint venture | 1,000 | $ 382,000 |
Federal and state research and development credit carryforwards | 3,000,000 | |
Undistributed foreign earnings | 1,100,000 | |
Unrecognized tax benefit that would affect the effective tax rate | 6,000 | |
Interest and penalties related to unrecognized tax benefits accrued | 3,000 | 4,000 |
Interest and penalties recognized related to unrecognized tax expense (benefits) | (1,000) | $ (3,000) |
Foreign Subsidiaries | ||
Valuation Allowance [Line Items] | ||
Cash and cash equivalent and marketable securities held by foreign subsidiaries | 1,400,000 | |
Domestic Tax Authority | ||
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | 78,100,000 | |
State and Local Jurisdiction | ||
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | $ 63,900,000 |
Income Taxes Component of Incom
Income Taxes Component of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (10,834) | $ (26,889) | $ (26,271) |
Foreign | (593) | (2,639) | (2,636) |
Total loss before income taxes | $ (11,427) | $ (29,528) | $ (28,907) |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense (Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Current U.S. Federal | $ (6) | $ (3) | $ (122) | ||||||||
Current State | 50 | 27 | 35 | ||||||||
Current Foreign | (249) | (817) | (96) | ||||||||
Total current | (205) | (793) | (183) | ||||||||
Deferred U.S. Federal | 0 | 1 | (5,693) | ||||||||
Deferred State | 12 | (47) | (562) | ||||||||
Deferred Foreign | (59) | 0 | (126) | ||||||||
Total deferred | (47) | (46) | (6,381) | ||||||||
Income tax expense (benefit) | $ (119) | $ (39) | $ (90) | $ (4) | $ (357) | $ (163) | $ (146) | $ (174) | $ (252) | $ (839) | $ (6,564) |
Income Taxes Income Tax Reconci
Income Taxes Income Tax Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Federal statutory tax rate (percent) | 34.00% | 34.00% | |||||||||
Expected income tax expense (benefit) | $ (3,885,000) | $ (10,040,000) | $ (9,828,000) | ||||||||
State income taxes, net of federal tax effect | (789,000) | (830,000) | (347,000) | ||||||||
Changes in tax rate | (162,000) | 48,000 | 20,000 | ||||||||
Federal R&D credit | (17,000) | (82,000) | (88,000) | ||||||||
Effective Income Tax Rate Reconciliation, Deduction, Other, Amount | 58,000 | 0 | 0 | ||||||||
Change in valuation allowance | 4,566,000 | 9,906,000 | 2,957,000 | ||||||||
Foreign tax | (105,000) | 80,000 | 690,000 | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | (24,000) | 0 | 0 | ||||||||
Other, net | 106,000 | 79,000 | 32,000 | ||||||||
Income tax expense (benefit) | $ (119,000) | $ (39,000) | $ (90,000) | $ (4,000) | $ (357,000) | $ (163,000) | $ (146,000) | $ (174,000) | $ (252,000) | $ (839,000) | $ (6,564,000) |
Income Taxes Deferred Tax Asset
Income Taxes Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Inventory provisions and uniform capitalization | $ 0 | $ 24 |
Accounts receivable allowances | 12 | 9 |
Non-qualified stock option and restricted stock expense | 961 | 1,789 |
Deferred maintenance revenue | 408 | 76 |
Loss and credit carryfowards of U.S. subsidiary | 33,673 | 28,366 |
Loss carryforward of foreign subsidiary and joint venture | 1 | 382 |
Other accruals and reserves | 674 | 1,108 |
Other | (349) | 122 |
Total deferred tax assets before valuation allowance | 35,380 | 31,876 |
Less valuation allowance | (32,930) | (28,928) |
Total deferred tax assets | 2,450 | 2,948 |
Deferred tax liabilities | ||
Acquired intangibles | (2,526) | (3,067) |
Deferred Tax Liabilities, Property, Plant and Equipment | (148) | (399) |
Total deferred tax liabilities | (2,674) | (3,466) |
Total net deferred tax assets (liabilities) | $ (224) | $ (518) |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits, beginning of year | $ 970 | $ 900 |
Increases related to prior year income tax positions | 58 | 2 |
Increases related to current year income tax positions | 14 | 68 |
Gross unrecognized tax benefits, end of year | $ 1,042 | $ 970 |
Computation of Net Loss from 70
Computation of Net Loss from Continuing Operations per Share of Common Stock Components of Net Loss From Continuing Operations Per Basic and Diluted Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss from continuing operations | $ (267) | $ (2,485) | $ (4,291) | $ (4,132) | $ (4,577) | $ (7,311) | $ (6,927) | $ (9,873) | $ (11,175) | $ (28,689) | $ (22,343) |
Basic weighted average shares outstanding | 9,232 | 9,235 | 8,836 | ||||||||
Net loss per share from continuing operations – basic (usd per shares) | $ (1.21) | $ (3.11) | $ (2.53) | ||||||||
Warrant | $ (137) | $ 0 | $ 0 | ||||||||
Loss from continuing operations attributable to common shareholders | $ (11,312) | $ (28,689) | $ (22,343) | ||||||||
Diluted potential common shares | 0 | 0 | 0 | ||||||||
Weighted average shares outstanding – diluted (shares) | 9,232 | 9,235 | 8,836 | ||||||||
Net loss per share from continuing operations – diluted (usd per share) | $ (1.23) | $ (3.11) | $ (2.53) | ||||||||
Stock options and restricted stock units | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 0 | 0 | ||||||||
Warrant | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 0 | 0 |
Computation of Net Loss from 71
Computation of Net Loss from Continuing Operations per Share of Common Stock Antidilutive Shares Excluded From the Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock options and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,511 | 1,676 | 1,724 |
Significant Customers and Geo72
Significant Customers and Geographic Data Revenues and Accounts Receivable by Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | $ 9,321 | $ 7,110 | $ 6,515 | $ 8,736 | $ 10,119 | $ 9,602 | $ 8,764 | $ 5,969 | $ 31,682 | $ 34,454 | $ 26,521 |
Customer Concentration Risk | Revenues | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | 31,682 | 34,454 | $ 26,521 | ||||||||
Customer Concentration Risk | Revenues | Customer A | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Revenues | $ 4,402 | 4,375 | |||||||||
Customer Concentration Risk | Current Receivables | Customer A | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Accounts Receivable | 1,099 | 1,099 | |||||||||
Customer Concentration Risk | Current Receivables | Customer B | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Accounts Receivable | 748 | 748 | |||||||||
Customer Concentration Risk | Current Receivables | Customer C | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Accounts Receivable | 1,144 | 1,144 | |||||||||
Customer Concentration Risk | Current Receivables | Customer D | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Accounts Receivable | $ 1,173 | $ 1,173 |
Significant Customers and Geo73
Significant Customers and Geographic Data Revenues and Property, Plant, and Equipment by Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue from External Customer [Line Items] | |||||||||||
Concentration Risk, Percentage | 10.00% | ||||||||||
Revenues | $ 9,321 | $ 7,110 | $ 6,515 | $ 8,736 | $ 10,119 | $ 9,602 | $ 8,764 | $ 5,969 | $ 31,682 | $ 34,454 | $ 26,521 |
Property and equipment, net of depreciation | 1,827 | 2,942 | 1,827 | 2,942 | |||||||
North America | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Property and equipment, net of depreciation | 1,732 | 2,715 | 1,732 | 2,715 | |||||||
Europe | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Property and equipment, net of depreciation | 95 | 209 | 95 | 209 | |||||||
Asia | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Property and equipment, net of depreciation | $ 0 | $ 18 | 0 | 18 | |||||||
Customer Concentration Risk | Revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 31,682 | 34,454 | 26,521 | ||||||||
Customer Concentration Risk | North America | Revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 23,089 | 25,254 | 22,634 | ||||||||
Customer Concentration Risk | Europe | Revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | 7,924 | 8,128 | 2,712 | ||||||||
Customer Concentration Risk | Asia | Revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenues | $ 669 | $ 1,072 | $ 1,175 |
Supplemental Quarterly Data -74
Supplemental Quarterly Data - Unaudited (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Income Statement Elements [Abstract] | |||||||||||
Revenues | $ 9,321 | $ 7,110 | $ 6,515 | $ 8,736 | $ 10,119 | $ 9,602 | $ 8,764 | $ 5,969 | $ 31,682 | $ 34,454 | $ 26,521 |
Cost of revenues | 2,731 | 2,857 | 2,954 | 3,818 | 4,362 | 4,870 | 4,492 | 3,775 | 12,360 | 17,499 | 14,472 |
Gross profit | 6,590 | 4,253 | 3,561 | 4,918 | 5,757 | 4,732 | 4,272 | 2,194 | 19,322 | 16,955 | 12,049 |
Research and development | 1,795 | 1,986 | 2,410 | 2,350 | 2,181 | 2,848 | 2,858 | 2,802 | 8,541 | 10,689 | 9,506 |
Sales and marketing | 2,584 | 2,435 | 2,978 | 3,532 | 3,720 | 4,706 | 4,740 | 4,828 | 11,529 | 17,994 | 17,991 |
General and administrative | 2,378 | 2,109 | 2,265 | 2,970 | 4,603 | 4,353 | 3,558 | 4,364 | 9,722 | 16,878 | 12,626 |
Amortization of purchased intangibles | 217 | 221 | 227 | 226 | 199 | 200 | 200 | 199 | 891 | 798 | 652 |
Total operating expenses | 6,974 | 6,751 | 7,880 | 9,078 | 10,703 | 12,107 | 11,356 | 12,193 | 30,683 | 46,359 | 40,775 |
Operating loss | (384) | (2,498) | (4,319) | (4,160) | (4,946) | (7,375) | (7,084) | (9,999) | (11,361) | (29,404) | (28,726) |
Interest income (expense), net | (247) | (13) | (15) | (12) | (14) | (10) | 15 | 16 | (287) | 7 | 60 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 137 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 137 | 0 | 0 |
Other, net | 108 | (13) | (47) | 36 | 26 | (89) | (4) | (64) | 84 | (131) | (241) |
Total other expense, net | (2) | (26) | (62) | 24 | 12 | (99) | 11 | (48) | (66) | (124) | (181) |
Loss before income taxes | (386) | (2,524) | (4,381) | (4,136) | (4,934) | (7,474) | (7,073) | (10,047) | (11,427) | (29,528) | (28,907) |
Income tax benefit | (119) | (39) | (90) | (4) | (357) | (163) | (146) | (174) | (252) | (839) | (6,564) |
Net loss from continuing operations | (267) | (2,485) | (4,291) | (4,132) | (4,577) | (7,311) | (6,927) | (9,873) | (11,175) | (28,689) | (22,343) |
Net income from discontinued operations, net of tax | 0 | 0 | 0 | 0 | 0 | 79 | (22) | (67) | 0 | (10) | 13,823 |
Net loss | $ (267) | $ (2,485) | $ (4,291) | $ (4,132) | $ (4,577) | $ (7,232) | $ (6,949) | $ (9,940) | $ (11,175) | $ (28,699) | $ (8,520) |
Net income (loss) per share – basic(1) | $ (0.03) | $ (0.27) | $ (0.46) | $ (0.45) | $ (0.50) | $ (0.78) | $ (0.75) | $ (1.08) | $ (1.21) | $ (3.11) | $ (0.96) |
Net loss per share – diluted | $ (0.04) | $ (0.27) | $ (0.46) | $ (0.45) | $ (0.50) | $ (0.78) | $ (0.75) | $ (1.08) | $ (1.23) | $ (3.11) | $ (0.96) |