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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Qumu Corporation | NASDAQ:QUMU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.8988 | 0.8881 | 0.9487 | 0 | 01:00:00 |
|
|
|
(Mark One)
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020; OR
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________TO ________.
|
|
Minnesota
|
41-1577970
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
Title of each class
|
|
Trading
Symbol
|
|
Name of each exchange on which registered
|
Common stock, par value $0.01
|
|
QUMU
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer x
|
Smaller reporting company x
|
Emerging growth company o
|
|
|
|
Description
|
Page
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Assets
|
(unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,365
|
|
|
$
|
10,639
|
|
Receivables, net of allowance for doubtful accounts of $44 and $45, respectively
|
5,082
|
|
|
4,586
|
|
||
Contract assets
|
907
|
|
|
1,089
|
|
||
Income tax receivable
|
441
|
|
|
338
|
|
||
Prepaid expenses and other current assets
|
2,022
|
|
|
1,981
|
|
||
Total current assets
|
16,817
|
|
|
18,633
|
|
||
Property and equipment, net of accumulated depreciation of $2,579 and $2,520, respectively
|
536
|
|
|
596
|
|
||
Right of use assets – operating leases
|
1,590
|
|
|
1,746
|
|
||
Intangible assets, net
|
2,770
|
|
|
3,075
|
|
||
Goodwill
|
6,739
|
|
|
7,203
|
|
||
Deferred income taxes, non-current
|
13
|
|
|
21
|
|
||
Other assets, non-current
|
458
|
|
|
442
|
|
||
Total assets
|
$
|
28,923
|
|
|
$
|
31,716
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and other accrued liabilities
|
$
|
2,755
|
|
|
$
|
2,816
|
|
Accrued compensation
|
1,906
|
|
|
1,165
|
|
||
Deferred revenue
|
10,304
|
|
|
10,140
|
|
||
Operating lease liabilities
|
527
|
|
|
587
|
|
||
Financing obligations
|
133
|
|
|
157
|
|
||
Warrant liability
|
2,903
|
|
|
2,939
|
|
||
Total current liabilities
|
18,528
|
|
|
17,804
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Deferred revenue, non-current
|
1,096
|
|
|
1,449
|
|
||
Income taxes payable, non-current
|
591
|
|
|
585
|
|
||
Operating lease liabilities, non-current
|
1,399
|
|
|
1,587
|
|
||
Financing obligations, non-current
|
61
|
|
|
83
|
|
||
Total long-term liabilities
|
3,147
|
|
|
3,704
|
|
||
Total liabilities
|
21,675
|
|
|
21,508
|
|
||
Commitments and contingencies (Note 3)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value, authorized 250,000 shares, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, authorized 29,750,000 shares, issued and outstanding 13,528,102
and 13,553,409, respectively
|
136
|
|
|
136
|
|
||
Additional paid-in capital
|
78,253
|
|
|
78,061
|
|
||
Accumulated deficit
|
(67,800
|
)
|
|
(65,128
|
)
|
||
Accumulated other comprehensive loss
|
(3,341
|
)
|
|
(2,861
|
)
|
||
Total stockholders’ equity
|
7,248
|
|
|
10,208
|
|
||
Total liabilities and stockholders’ equity
|
$
|
28,923
|
|
|
$
|
31,716
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
|
|
|
||
Software licenses and appliances
|
|
$
|
1,540
|
|
|
$
|
1,005
|
|
Service
|
|
4,687
|
|
|
6,093
|
|
||
Total revenues
|
|
6,227
|
|
|
7,098
|
|
||
Cost of revenues:
|
|
|
|
|
|
|
||
Software licenses and appliances
|
|
648
|
|
|
311
|
|
||
Service
|
|
1,439
|
|
|
1,226
|
|
||
Total cost of revenues
|
|
2,087
|
|
|
1,537
|
|
||
Gross profit
|
|
4,140
|
|
|
5,561
|
|
||
Operating expenses:
|
|
|
|
|
|
|
||
Research and development
|
|
1,780
|
|
|
1,674
|
|
||
Sales and marketing
|
|
2,218
|
|
|
2,352
|
|
||
General and administrative
|
|
2,593
|
|
|
1,746
|
|
||
Amortization of purchased intangibles
|
|
164
|
|
|
218
|
|
||
Total operating expenses
|
|
6,755
|
|
|
5,990
|
|
||
Operating loss
|
|
(2,615
|
)
|
|
(429
|
)
|
||
Other income (expense):
|
|
|
|
|
|
|
||
Interest income (expense), net
|
|
17
|
|
|
(205
|
)
|
||
Decrease (increase) in fair value of warrant liability
|
|
36
|
|
|
(289
|
)
|
||
Other, net
|
|
(160
|
)
|
|
(31
|
)
|
||
Total other income (expense), net
|
|
(107
|
)
|
|
(525
|
)
|
||
Loss before income taxes
|
|
(2,722
|
)
|
|
(954
|
)
|
||
Income tax benefit
|
|
(50
|
)
|
|
(4
|
)
|
||
Net loss
|
|
$
|
(2,672
|
)
|
|
$
|
(950
|
)
|
|
|
|
|
|
||||
Net loss per share – basic:
|
|
|
|
|
||||
Net loss per share – basic
|
|
$
|
(0.20
|
)
|
|
$
|
(0.10
|
)
|
Weighted average shares outstanding – basic
|
|
13,552
|
|
|
9,688
|
|
||
Net loss per share – diluted:
|
|
|
|
|
||||
Loss attributable to common shareholders
|
|
$
|
(2,838
|
)
|
|
$
|
(950
|
)
|
Net loss per share – diluted
|
|
$
|
(0.21
|
)
|
|
$
|
(0.10
|
)
|
Weighted average shares outstanding – diluted
|
|
13,589
|
|
|
9,688
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Net loss
|
|
$
|
(2,672
|
)
|
|
$
|
(950
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|||
Net change in foreign currency translation adjustments
|
|
(480
|
)
|
|
243
|
|
||
Total other comprehensive income (loss)
|
|
(480
|
)
|
|
243
|
|
||
Total comprehensive loss
|
|
$
|
(3,152
|
)
|
|
$
|
(707
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018
|
9,624
|
|
|
$
|
96
|
|
|
$
|
69,072
|
|
|
$
|
(58,875
|
)
|
|
$
|
(3,288
|
)
|
|
$
|
7,005
|
|
Adoption of ASC Topic 842
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
190
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(950
|
)
|
|
—
|
|
|
(950
|
)
|
|||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|
243
|
|
|||||
Issuance of stock under employee stock plan, net of forfeitures
|
156
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Redemption of stock related to tax withholdings on employee stock plan issuances
|
(15
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|||||
Balance at March 31, 2019
|
9,765
|
|
|
$
|
98
|
|
|
$
|
69,266
|
|
|
$
|
(59,635
|
)
|
|
$
|
(3,045
|
)
|
|
$
|
6,684
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2019
|
13,553
|
|
|
$
|
136
|
|
|
$
|
78,061
|
|
|
$
|
(65,128
|
)
|
|
$
|
(2,861
|
)
|
|
$
|
10,208
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,672
|
)
|
|
—
|
|
|
(2,672
|
)
|
|||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
(480
|
)
|
|||||
Issuance of stock under employee stock plan, net of forfeitures
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Redemption of stock related to tax withholdings on employee stock plan issuances
|
(29
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
245
|
|
|||||
Balance at March 31, 2020
|
13,528
|
|
|
$
|
136
|
|
|
$
|
78,253
|
|
|
$
|
(67,800
|
)
|
|
$
|
(3,341
|
)
|
|
$
|
7,248
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(2,672
|
)
|
|
$
|
(950
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
314
|
|
|
408
|
|
||
Stock-based compensation
|
245
|
|
|
231
|
|
||
Accretion of debt discount and issuance costs
|
—
|
|
|
128
|
|
||
Gain on lease modification
|
—
|
|
|
(21
|
)
|
||
Increase (decrease) in fair value of warrant liability
|
(36
|
)
|
|
289
|
|
||
Deferred income taxes
|
8
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
(542
|
)
|
|
1,914
|
|
||
Contract assets
|
182
|
|
|
(1,176
|
)
|
||
Income taxes receivable / payable
|
(113
|
)
|
|
(3
|
)
|
||
Prepaid expenses and other assets
|
(28
|
)
|
|
125
|
|
||
Accounts payable and other accrued liabilities
|
17
|
|
|
(75
|
)
|
||
Accrued compensation
|
754
|
|
|
(405
|
)
|
||
Deferred revenue
|
(18
|
)
|
|
(424
|
)
|
||
Other non-current liabilities
|
—
|
|
|
(24
|
)
|
||
Net cash provided by (used in) operating activities
|
(1,889
|
)
|
|
17
|
|
||
Investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(27
|
)
|
|
(14
|
)
|
||
Net cash used in investing activities
|
(27
|
)
|
|
(14
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Principal payments on financing obligations
|
(93
|
)
|
|
(80
|
)
|
||
Common stock repurchases to settle employee withholding liability
|
(53
|
)
|
|
(36
|
)
|
||
Net cash used in financing activities
|
(146
|
)
|
|
(116
|
)
|
||
Effect of exchange rate changes on cash
|
(212
|
)
|
|
48
|
|
||
Net decrease in cash and cash equivalents
|
(2,274
|
)
|
|
(65
|
)
|
||
Cash and cash equivalents, beginning of period
|
10,639
|
|
|
8,636
|
|
||
Cash and cash equivalents, end of period
|
$
|
8,365
|
|
|
$
|
8,571
|
|
Supplemental disclosures of net cash paid (received) during the period:
|
|
|
|
|
|
||
Income taxes, net
|
$
|
13
|
|
|
$
|
(17
|
)
|
Interest, net
|
$
|
3
|
|
|
$
|
4
|
|
(1)
|
Nature of Business and Basis of Presentation
|
(2)
|
Intangible Assets and Goodwill
|
|
March 31, 2020
|
||||||||||||||
|
Customer Relationships
|
|
Developed Technology
|
|
Trademarks / Trade Names
|
|
Total
|
||||||||
Original cost
|
$
|
4,756
|
|
|
$
|
7,912
|
|
|
$
|
2,178
|
|
|
$
|
14,846
|
|
Accumulated amortization
|
(3,347
|
)
|
|
(7,612
|
)
|
|
(1,117
|
)
|
|
(12,076
|
)
|
||||
Net identifiable intangible assets
|
$
|
1,409
|
|
|
$
|
300
|
|
|
$
|
1,061
|
|
|
$
|
2,770
|
|
|
December 31, 2019
|
||||||||||||||
|
Customer Relationships
|
|
Developed Technology
|
|
Trademarks / Trade Names
|
|
Total
|
||||||||
Original cost
|
$
|
4,878
|
|
|
$
|
8,135
|
|
|
$
|
2,182
|
|
|
$
|
15,195
|
|
Accumulated amortization
|
(3,293
|
)
|
|
(7,741
|
)
|
|
(1,086
|
)
|
|
(12,120
|
)
|
||||
Net identifiable intangible assets
|
$
|
1,585
|
|
|
$
|
394
|
|
|
$
|
1,096
|
|
|
$
|
3,075
|
|
|
Three Months Ended
March 31, 2020 |
||
Balance, beginning of period
|
$
|
3,075
|
|
Amortization expense
|
(236
|
)
|
|
Currency translation
|
(69
|
)
|
|
Balance, end of period
|
$
|
2,770
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Amortization expense associated with the developed technology included in cost of revenues
|
|
$
|
72
|
|
|
$
|
117
|
|
Amortization expense associated with other acquired intangible assets included in operating expenses
|
|
164
|
|
|
218
|
|
||
Total amortization expense
|
|
$
|
236
|
|
|
$
|
335
|
|
(3)
|
Commitments and Contingencies
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Operating lease cost
|
$
|
96
|
|
|
$
|
193
|
|
Finance lease cost:
|
|
|
|
||||
Amortization of right of use assets
|
31
|
|
|
13
|
|
||
Interest on lease liabilities
|
2
|
|
|
2
|
|
||
Total finance cost
|
33
|
|
|
15
|
|
||
Total lease cost
|
$
|
129
|
|
|
$
|
208
|
|
|
Operating
leases
|
|
Finance
leases
|
||||
Remainder of 2020
|
$
|
589
|
|
|
$
|
68
|
|
2021
|
712
|
|
|
80
|
|
||
2022
|
672
|
|
|
5
|
|
||
2023
|
294
|
|
|
—
|
|
||
2024
|
114
|
|
|
—
|
|
||
Thereafter
|
—
|
|
|
—
|
|
||
Total undiscounted lease payments
|
2,381
|
|
|
153
|
|
||
Less amount representing interest
|
(455
|
)
|
|
(7
|
)
|
||
Present value of lease liabilities
|
$
|
1,926
|
|
|
$
|
146
|
|
(4)
|
Fair Value Measurements
|
•
|
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.
|
Description
|
|
Number of underlying warrant shares
|
|
Warrant exercise price
(per share)
|
|
Warrant expiration date
|
|||
Warrant issued in conjunction with January 2018 debt financing ("ESW warrant")
|
|
925,000
|
|
|
$
|
1.96
|
|
|
January 12, 2028
|
Warrant issued in conjunction with October 2016 debt financing ("Hale warrant")
|
|
314,286
|
|
|
$
|
2.80
|
|
|
October 21, 2026
|
Warrant issued to sales partner, iStudy Co., Ltd. ("iStudy warrant")
|
|
100,000
|
|
|
$
|
2.43
|
|
|
August 31, 2028
|
Total warrants outstanding
|
|
1,339,286
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total Fair
Value at March 31, 2020 |
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative warrant liability - ESW warrant
|
$
|
1,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,983
|
|
Derivative warrant liability - Hale warrant
|
915
|
|
|
—
|
|
|
—
|
|
|
915
|
|
||||
Derivative warrant liability - iStudy
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Derivative warrant liability
|
$
|
2,903
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,903
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total Fair
Value at December 31, 2019 |
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative warrant liability - ESW warrant
|
$
|
2,149
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,149
|
|
Derivative warrant liability - Hale warrant
|
645
|
|
|
—
|
|
|
—
|
|
|
645
|
|
||||
Derivative warrant liability - iStudy
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
||||
Derivative warrant liability
|
$
|
2,939
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,939
|
|
|
March 31, 2020
|
Probability-weighted timing of change in control or financing event
|
0.3 years
|
Balance at December 31, 2019
|
|
$
|
2,939
|
|
Change in fair value
|
|
(36
|
)
|
|
Balance at March 31, 2020
|
|
$
|
2,903
|
|
(5)
|
Revenue
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Software licenses and appliances
|
|
$
|
1,540
|
|
|
$
|
1,005
|
|
Service
|
|
|
|
|
||||
Subscription, maintenance and support
|
|
4,160
|
|
|
5,563
|
|
||
Professional services and other
|
|
527
|
|
|
530
|
|
||
Total service
|
|
4,687
|
|
|
6,093
|
|
||
Total revenues
|
|
$
|
6,227
|
|
|
$
|
7,098
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
North America
|
|
$
|
4,050
|
|
|
$
|
4,308
|
|
Europe
|
|
1,874
|
|
|
2,241
|
|
||
Asia
|
|
303
|
|
|
549
|
|
||
Total
|
|
$
|
6,227
|
|
|
$
|
7,098
|
|
(6)
|
Stock-Based Compensation
|
|
|
Three Months Ended
March 31, |
||||
|
|
2020
|
|
2019
|
||
Stock options
|
|
—
|
|
|
17,000
|
|
Restricted stock awards and restricted stock units
|
|
53,600
|
|
|
98,492
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Stock-based compensation cost, before income tax benefit:
|
|
|
|
|
|
|
||
Stock options
|
|
$
|
69
|
|
|
$
|
94
|
|
Restricted stock awards and restricted stock units
|
|
176
|
|
|
132
|
|
||
Performance stock units
|
|
—
|
|
|
5
|
|
||
Total stock-based compensation
|
|
$
|
245
|
|
|
$
|
231
|
|
|
|
|
|
|
||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Stock-based compensation cost included in:
|
|
|
|
|
|
|
||
Cost of revenues
|
|
$
|
5
|
|
|
$
|
8
|
|
Operating expenses
|
|
240
|
|
|
223
|
|
||
Total stock-based compensation
|
|
$
|
245
|
|
|
$
|
231
|
|
(7)
|
Income Taxes
|
(8)
|
Computation of Net Loss Per Share of Common Stock
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Net loss per share – basic
|
|
|
|
|
||||
Net loss
|
|
$
|
(2,672
|
)
|
|
$
|
(950
|
)
|
Weighted average shares outstanding
|
|
13,552
|
|
|
9,688
|
|
||
Net loss per share – basic
|
|
$
|
(0.20
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
||||
Net loss per share – diluted
|
|
|
|
|
||||
Loss attributable to common shareholders:
|
|
|
|
|
||||
Net loss
|
|
$
|
(2,672
|
)
|
|
$
|
(950
|
)
|
Numerator effect of dilutive securities
|
|
|
|
|
||||
Warrants
|
|
(166
|
)
|
|
—
|
|
||
Loss attributable to common shareholders
|
|
$
|
(2,838
|
)
|
|
$
|
(950
|
)
|
Weighted average shares outstanding – diluted:
|
|
|
|
|
||||
Weighted average shares outstanding – basic
|
|
13,552
|
|
|
9,688
|
|
||
Denominator effect of dilutive securities
|
|
|
|
|
||||
Warrants
|
|
37
|
|
|
—
|
|
||
Diluted potential common shares
|
|
37
|
|
|
—
|
|
||
Weighted average shares outstanding – diluted
|
|
13,589
|
|
|
9,688
|
|
||
Net loss per share – diluted
|
|
$
|
(0.21
|
)
|
|
$
|
(0.10
|
)
|
|
|
Three Months Ended
March 31, |
||||
|
|
2020
|
|
2019
|
||
Stock options
|
|
1,056
|
|
|
1,416
|
|
Warrants
|
|
414
|
|
|
1,339
|
|
Restricted stock units
|
|
125
|
|
|
150
|
|
Total anti-dilutive
|
|
1,595
|
|
|
2,905
|
|
•
|
Beginning in March 2020, Qumu’s prospective customers cited COVID-19 travel restrictions, work-from-home requirements and social distancing protocols as factors motivating their consideration of Qumu’s live and on-demand video for the enterprise software solutions. During the last weeks of March 2020, Qumu received customer orders of $9.7 million total contract value, which were directly attributable to the new working environment caused by the pandemic COVID-19. Other customer orders and sales opportunities have also accelerated due to the customers’ COVID-19-driven video needs.
|
•
|
During the last week of March 2020, use of Qumu’s cloud-based enterprise video solution increased over 30 times normal levels during peak business hours. This dramatic increase is the result of Qumu’s Global 2000 customer base mobilizing to support thousands of concurrent video users, as they operate under travel restrictions and mandatory work-at-home policies due to COVID-19. Into the month of April 2020, Qumu has continued to experience higher than average usage among its customers and anticipates this will continue at least for the duration of widespread travel restrictions and mandatory work-at-home policies due to COVID-19, as well as generally following this period as customers increase their use of video as a primary communication channel in the enterprise.
|
•
|
Protecting Employees: Since the March 2020 shelter-in-place and stay-at-home executive orders and similar requirements, Qumu’s employees in each of its locations – Minneapolis, Minnesota; Burlingame, California; London, England; and Hyderabad, India – are working remotely and continuing to support Qumu’s operations globally. Qumu has not experienced any layoffs or furloughs and, due to expected revenue performance in 2020, does not expect future layoffs or furloughs.
|
•
|
Prioritizing Services and Supplies: For the significant majority of customers, Qumu is able to provide remote support and service. Due to customer demand, Qumu has and may in the future rely upon outsourced professional services,
|
•
|
Enhanced Financial Diligence: Considering the scale of the COVID-19 pandemic and the corresponding economic crisis it has created, Qumu has continued to diligently evaluate the nature and extent of the financial impact of COVID-19 on Qumu’s customers. To date, Qumu has not experienced any material collections issues stemming from COVID-19 impacts on Qumu’s customers. At this time, Qumu believes it has limited risk credit or collection risk given its Global 2000 customer base and given that non-payment may lead to termination of access to cloud or hybrid deployed solutions or termination of technical support and updates for on-premise solutions.
|
|
|
Three Months Ended March 31,
|
|||||||
|
|
Percentage of Revenues
|
|
Percent Increase (Decrease)
|
|||||
|
|
2020
|
|
2019
|
|
2019 to 2020
|
|||
Revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(12
|
)%
|
Cost of revenues
|
|
(33.5
|
)
|
|
(21.7
|
)
|
|
36
|
|
Gross profit
|
|
66.5
|
|
|
78.3
|
|
|
(26
|
)
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
28.6
|
|
|
23.6
|
|
|
6
|
|
Sales and marketing
|
|
35.6
|
|
|
33.1
|
|
|
(6
|
)
|
General and administrative
|
|
41.7
|
|
|
24.6
|
|
|
49
|
|
Amortization of purchased intangibles
|
|
2.6
|
|
|
3.0
|
|
|
(25
|
)
|
Total operating expenses
|
|
108.5
|
|
|
84.3
|
|
|
13
|
|
Operating loss
|
|
(42.0
|
)
|
|
(6.0
|
)
|
|
510
|
|
Other income (expense), net
|
|
(1.7
|
)
|
|
(7.4
|
)
|
|
(80
|
)
|
Loss before income taxes
|
|
(43.7
|
)
|
|
(13.4
|
)
|
|
185
|
|
Income tax benefit
|
|
(0.8
|
)
|
|
—
|
|
|
1,150
|
|
Net loss
|
|
(42.9
|
)%
|
|
(13.4
|
)%
|
|
181
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
Increase (Decrease)
|
|
Percent Increase (Decrease)
|
|||||||||
|
|
2020
|
|
2019
|
|
2019 to 2020
|
|
2019 to 2020
|
|||||||
Software licenses and appliances
|
|
$
|
1,540
|
|
|
$
|
1,005
|
|
|
$
|
535
|
|
|
53
|
%
|
Service
|
|
|
|
|
|
|
|
|
|||||||
Subscription, maintenance and support
|
|
4,160
|
|
|
5,563
|
|
|
(1,403
|
)
|
|
(25
|
)
|
|||
Professional services and other
|
|
527
|
|
|
530
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
Total service
|
|
4,687
|
|
|
6,093
|
|
|
(1,406
|
)
|
|
(23
|
)
|
|||
Total revenues
|
|
$
|
6,227
|
|
|
$
|
7,098
|
|
|
$
|
(871
|
)
|
|
(12
|
)%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
Increase (Decrease)
|
|
Percent Increase (Decrease)
|
|||||||||
|
|
2020
|
|
2019
|
|
2019 to 2020
|
|
2019 to 2020
|
|||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
Software licenses and appliances
|
|
$
|
892
|
|
|
$
|
694
|
|
|
$
|
198
|
|
|
29
|
%
|
Service
|
|
3,248
|
|
|
4,867
|
|
|
(1,619
|
)
|
|
(33
|
)
|
|||
Total gross profit
|
|
$
|
4,140
|
|
|
$
|
5,561
|
|
|
$
|
(1,421
|
)
|
|
(26
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Gross margin:
|
|
|
|
|
|
|
|
|
|||||||
Software licenses and appliances
|
|
57.9
|
%
|
|
69.1
|
%
|
|
(11.2
|
)%
|
|
|
||||
Service
|
|
69.3
|
%
|
|
79.9
|
%
|
|
(10.6
|
)%
|
|
|
||||
Total gross margin
|
|
66.5
|
%
|
|
78.3
|
%
|
|
(11.8
|
)%
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
Increase (Decrease)
|
|
Percent Increase (Decrease)
|
|||||||||
|
|
2020
|
|
2019
|
|
2019 to 2020
|
|
2019 to 2020
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
Research and development
|
|
$
|
1,780
|
|
|
$
|
1,674
|
|
|
$
|
106
|
|
|
6
|
%
|
Sales and marketing
|
|
2,218
|
|
|
2,352
|
|
|
(134
|
)
|
|
(6
|
)
|
|||
General and administrative
|
|
2,593
|
|
|
1,746
|
|
|
847
|
|
|
49
|
|
|||
Amortization of purchased intangibles
|
|
164
|
|
|
218
|
|
|
(54
|
)
|
|
(25
|
)
|
|||
Total operating expenses
|
|
$
|
6,755
|
|
|
$
|
5,990
|
|
|
$
|
765
|
|
|
13
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
Increase (Decrease)
|
|
Percent Increase (Decrease)
|
|||||||||
|
|
2020
|
|
2019
|
|
2019 to 2020
|
|
2019 to 2020
|
|||||||
Compensation and employee-related
|
|
$
|
1,248
|
|
|
$
|
1,197
|
|
|
$
|
51
|
|
|
4
|
%
|
Overhead and other expenses
|
|
394
|
|
|
335
|
|
|
59
|
|
|
18
|
|
|||
Outside services and consulting
|
|
113
|
|
|
108
|
|
|
5
|
|
|
5
|
|
|||
Depreciation and amortization
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(100
|
)
|
|||
Equity-based compensation
|
|
25
|
|
|
33
|
|
|
(8
|
)
|
|
(24
|
)
|
|||
Total research and development expenses
|
|
$
|
1,780
|
|
|
$
|
1,674
|
|
|
$
|
106
|
|
|
6
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
Increase (Decrease)
|
|
Percent Increase (Decrease)
|
|||||||||
|
|
2020
|
|
2019
|
|
2019 to 2020
|
|
2019 to 2020
|
|||||||
Compensation and employee-related
|
|
$
|
1,771
|
|
|
$
|
1,826
|
|
|
$
|
(55
|
)
|
|
(3
|
)%
|
Overhead and other expenses
|
|
237
|
|
|
291
|
|
|
(54
|
)
|
|
(19
|
)
|
|||
Outside services and consulting
|
|
172
|
|
|
209
|
|
|
(37
|
)
|
|
(18
|
)
|
|||
Depreciation and amortization
|
|
11
|
|
|
1
|
|
|
10
|
|
|
1,000
|
|
|||
Equity-based compensation
|
|
27
|
|
|
25
|
|
|
2
|
|
|
8
|
|
|||
Total sales and marketing expenses
|
|
$
|
2,218
|
|
|
$
|
2,352
|
|
|
$
|
(134
|
)
|
|
(6
|
)%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
Increase (Decrease)
|
|
Percent Increase (Decrease)
|
|||||||||
|
|
2020
|
|
2019
|
|
2019 to 2020
|
|
2019 to 2020
|
|||||||
Compensation and employee-related
|
|
$
|
698
|
|
|
$
|
719
|
|
|
$
|
(21
|
)
|
|
(3
|
)%
|
Overhead and other expenses
|
|
308
|
|
|
341
|
|
|
(33
|
)
|
|
(10
|
)
|
|||
Outside services and consulting
|
|
522
|
|
|
450
|
|
|
72
|
|
|
16
|
|
|||
Depreciation and amortization
|
|
66
|
|
|
71
|
|
|
(5
|
)
|
|
(7
|
)
|
|||
Equity-based compensation
|
|
188
|
|
|
165
|
|
|
23
|
|
|
14
|
|
|||
Transaction-related expenses
|
|
811
|
|
|
—
|
|
|
811
|
|
|
n/m
|
|
|||
Total general and administrative expenses
|
|
$
|
2,593
|
|
|
$
|
1,746
|
|
|
$
|
847
|
|
|
49
|
%
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Interest income (expense), net
|
|
$
|
17
|
|
|
$
|
(205
|
)
|
Decrease (increase) in fair value of warrant liability
|
|
36
|
|
|
(289
|
)
|
||
Other, net
|
|
(160
|
)
|
|
(31
|
)
|
||
Total other income (expense), net
|
|
$
|
(107
|
)
|
|
$
|
(525
|
)
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
8,365
|
|
|
$
|
10,639
|
|
Working capital
|
$
|
(1,711
|
)
|
|
$
|
829
|
|
Financing obligations
|
$
|
194
|
|
|
$
|
240
|
|
Operating lease liabilities
|
1,926
|
|
|
2,174
|
|
||
Financing obligations and operating lease liabilities
|
$
|
2,120
|
|
|
$
|
2,414
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows provided by (used in):
|
|
|
|
|
|
||
Operating activities
|
$
|
(1,889
|
)
|
|
$
|
17
|
|
Investing activities
|
(27
|
)
|
|
(14
|
)
|
||
Financing activities
|
(146
|
)
|
|
(116
|
)
|
||
Effect of exchange rate changes on cash
|
(212
|
)
|
|
48
|
|
||
Net change in cash and cash equivalents
|
$
|
(2,274
|
)
|
|
$
|
(65
|
)
|
•
|
competitive dynamics may cause pricing levels to change as the market matures and cause customers to seek out lower priced alternatives to Qumu’s video content management software or force Qumu to reduce the prices Qumu charges for its products or services; or
|
•
|
existing and new market participants may introduce new types of solutions and different approaches to enable enterprises to address their enterprise communications or video communications needs and these disruptive technologies may reduce demand for Qumu’s video content management software.
|
Monthly Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that may yet be Purchased under the Plans or Programs (at end of period)
|
January 2020
|
|
1,921
|
|
$2.56
|
|
—
|
|
778,365
|
February 2020
|
|
—
|
|
$—
|
|
—
|
|
778,365
|
March 2020
|
|
27,586
|
|
$1.77
|
|
—
|
|
778,365
|
(a)
|
The following exhibits are included herein:
|
|
|
|
|
QUMU CORPORATION
|
|
|
|
|
Registrant
|
|
|
|
|
|
Date:
|
May 8, 2020
|
|
By:
|
/s/ Vernon J. Hanzlik
|
|
|
|
|
Vernon J. Hanzlik
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
May 8, 2020
|
|
By:
|
/s/ David G. Ristow
|
|
|
|
|
David G. Ristow
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
(Principal Accounting Officer)
|
1 Year Qumu Chart |
1 Month Qumu Chart |
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