Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 05, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 000-20728 | ||
Entity Registrant Name | QUMU CORPORATION | ||
Entity Incorporation, State or Country Code | MN | ||
Entity Tax Identification Number | 41-1577970 | ||
Entity Address, Address Line One | 400 S 4th St, | ||
Entity Address, Address Line Two | Suite 401-412 | ||
Entity Address, City or Town | Minneapolis, | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55415 | ||
City Area Code | (612) | ||
Local Phone Number | 638-9100 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | QUMU | ||
Security Exchange Name | NASDAQ | ||
Entity Central Index Key | 0000892482 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 41,459 | ||
Entity Common Stock, Shares Outstanding | 17,579,929 | ||
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 11,878 | $ 10,639 |
Receivables, net | 5,612 | 4,586 |
Contract assets | 467 | 1,089 |
Income tax receivable | 479 | 338 |
Prepaid expenses and other current assets | 2,302 | 1,981 |
Total current assets | 20,738 | 18,633 |
Property and equipment, net | 249 | 596 |
Right of use assets – operating leases | 332 | 1,746 |
Intangible assets, net | 2,143 | 3,075 |
Goodwill | 7,455 | 7,203 |
Deferred income taxes, non-current | 19 | 21 |
Other assets, non-current | 490 | 442 |
Total assets | 31,426 | 31,716 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 2,705 | 2,816 |
Accrued compensation | 2,145 | 1,165 |
Operating lease liabilities | 735 | 587 |
Deferred revenue | 12,918 | 10,140 |
Financing obligations | 406 | 157 |
Note payable | 1,800 | 0 |
Derivative liability | 37 | 0 |
Warrant liability | 2,910 | 2,939 |
Total current liabilities | 23,656 | 17,804 |
Long-term liabilities: | ||
Deferred revenue, non-current | 3,488 | 1,449 |
Income taxes payable, non-current | 608 | 585 |
Operating lease liabilities, non-current | 554 | 1,587 |
Financing obligations, non-current | 75 | 83 |
Other non-current liabilities | 160 | 0 |
Total long-term liabilities | 4,885 | 3,704 |
Total liabilities | 28,541 | 21,508 |
Commitments and contingencies | ||
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 13,780,823 and 13,553,409, respectively | 138 | 136 |
Additional paid-in capital | 79,489 | 78,061 |
Accumulated deficit | (74,328) | (65,128) |
Accumulated other comprehensive loss | (2,414) | (2,861) |
Total stockholders’ equity | 2,885 | 10,208 |
Total liabilities and stockholders’ equity | $ 31,426 | $ 31,716 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 13,780,823 | 13,553,409 |
Common stock, shares outstanding | 13,780,823 | 13,553,409 |
Deferred revenue | $ 12,918 | $ 10,140 |
Contract assets | $ 467 | $ 1,089 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 29,072 | $ 25,362 | $ 25,013 |
Cost of revenues | 8,353 | 7,059 | 8,493 |
Revenues: | |||
Gross profit | 20,719 | 18,303 | 16,520 |
Operating expenses: | |||
Research and development | 8,252 | 7,360 | 7,013 |
Sales and marketing | 9,055 | 8,709 | 8,394 |
General and administrative | 10,059 | 6,787 | 7,122 |
Amortization of purchased intangibles | 657 | 757 | 904 |
Total operating expenses | 28,023 | 23,613 | 23,433 |
Operating loss | (7,304) | (5,310) | (6,913) |
Other income (expense): | |||
Interest expense, net | (73) | (754) | (1,809) |
Decrease in fair value of derivative liability | 103 | 0 | 0 |
Decrease (increase) in fair value of warrant liability | (1,826) | (141) | 368 |
Gain on sale of BriefCam, Ltd. | 0 | 41 | 6,602 |
Loss on extinguishment of debt | 0 | (348) | (1,189) |
Other expense, net | (406) | (125) | (378) |
Total other income (expense), net | (2,202) | (1,327) | 3,594 |
Loss before income taxes | (9,506) | (6,637) | (3,319) |
Income tax expense (benefit) | (306) | (194) | 298 |
Net loss | $ (9,200) | $ (6,443) | $ (3,617) |
Net loss per share – basic: | |||
Net loss per share – basic | $ (0.68) | $ (0.62) | $ (0.38) |
Weighted average shares outstanding – basic | 13,612 | 10,395 | 9,499 |
Net loss per share – diluted: | |||
Loss attributable to common shareholders | $ (9,494) | $ (6,548) | $ (3,778) |
Net loss per share – diluted | $ (0.70) | $ (0.63) | $ (0.39) |
Weighted average shares outstanding – diluted | 13,627 | 10,414 | 9,606 |
Software licenses and appliances | |||
Total revenues | $ 6,762 | $ 4,903 | $ 5,814 |
Cost of revenues | 2,528 | 1,911 | 2,277 |
Service | |||
Total revenues | 22,310 | 20,459 | 19,199 |
Cost of revenues | $ 5,825 | $ 5,148 | $ 6,216 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (9,200) | $ (6,443) | $ (3,617) |
Other comprehensive income (loss): | |||
Net change in foreign currency translation adjustments | 447 | 427 | (543) |
Total comprehensive loss | $ (8,753) | $ (6,016) | $ (4,160) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjustment |
Shares outstanding at beginning of period (in shares) at Dec. 31, 2017 | 9,365 | |||||||
Total stockholders' equity at beginning of period at Dec. 31, 2017 | $ 9,192 | $ 934 | $ 94 | $ 68,035 | $ (56,197) | $ 939 | $ (2,740) | $ (5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adoption of ASC Topic 606 | (3,617) | (3,617) | ||||||
Net loss | (543) | (543) | ||||||
Issuance of restricted stock, shares | 277 | |||||||
Other comprehensive loss, net of taxes | (10) | $ 2 | (12) | |||||
Redemption of stock to cover tax withholding for employee stock plans, shares | (18) | |||||||
Redemption of stock related to tax withholdings on employee stock plan issuances | (33) | $ 0 | (33) | |||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 1,082 | 1,082 | ||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2018 | 9,624 | |||||||
Total stockholders' equity at end of period at Dec. 31, 2018 | 7,005 | $ 190 | $ 96 | 69,072 | (58,875) | $ 190 | (3,288) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adoption of ASC Topic 606 | (6,443) | (6,443) | ||||||
Net loss | 427 | 427 | ||||||
Stock Issued During Period, Shares, Other | 3,652 | |||||||
Stock Issued During Period, Value, Other | 8,201 | $ 37 | 8,164 | |||||
Issuance of restricted stock, shares | 304 | |||||||
Other comprehensive loss, net of taxes | 46 | $ 3 | 43 | |||||
Redemption of stock to cover tax withholding for employee stock plans, shares | (27) | |||||||
Redemption of stock related to tax withholdings on employee stock plan issuances | (75) | $ 0 | (75) | |||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 857 | 857 | ||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2019 | 13,553 | |||||||
Total stockholders' equity at end of period at Dec. 31, 2019 | 10,208 | $ 136 | 78,061 | (65,128) | (2,861) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adoption of ASC Topic 606 | (9,200) | (9,200) | ||||||
Net loss | 447 | 447 | ||||||
Issuance of restricted stock, shares | 284 | |||||||
Other comprehensive loss, net of taxes | 440 | $ 2 | 438 | |||||
Redemption of stock to cover tax withholding for employee stock plans, shares | (57) | |||||||
Redemption of stock related to tax withholdings on employee stock plan issuances | (188) | $ 0 | (188) | |||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 1,178 | 1,178 | ||||||
Shares outstanding at end of period (in shares) at Dec. 31, 2020 | 13,780 | |||||||
Total stockholders' equity at end of period at Dec. 31, 2020 | $ 2,885 | $ 138 | $ 79,489 | $ (74,328) | $ (2,414) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | |||
Net loss | $ (9,200) | $ (6,443) | $ (3,617) |
Adjustments to reconcile net loss to net cash provided by (used in) continuing operating activities: | |||
Depreciation and amortization | 1,518 | 1,526 | 2,366 |
Stock-based compensation | 1,178 | 857 | 1,082 |
Accretion of debt discount and issuance costs | 85 | 471 | 1,321 |
Loss on debt extinguishment | 0 | 348 | 1,189 |
Gain on sale of BriefCam, Ltd. | 0 | (41) | (6,602) |
Gain on lease modification | 0 | (21) | 0 |
Loss on lease contract termination | 0 | 0 | (177) |
Decrease in fair value of derivative liability | (103) | 0 | 0 |
Increase (decrease) in fair value of warrant liability | 1,826 | 141 | (368) |
Deferred income taxes | 2 | 31 | (131) |
Changes in operating assets and liabilities: | |||
Receivables | (938) | 1,720 | (786) |
Contract assets | 645 | (604) | 65 |
Income taxes receivable / payable | (102) | 13 | 375 |
Prepaid expenses and other assets | 157 | 522 | 449 |
Accounts payable and other accrued liabilities | 682 | 174 | (1,196) |
Accrued compensation | 972 | (389) | (263) |
Deferred revenue | 4,688 | 181 | 3,092 |
Deferred rent | 0 | 0 | (144) |
Other non-current liabilities | 160 | (24) | 148 |
Net cash provided by (used in) operating activities | 1,570 | (1,538) | (2,843) |
Investing activities: | |||
Proceeds from sale of BriefCam, Ltd. | 0 | 41 | 9,778 |
Purchases of property and equipment | (128) | (168) | (127) |
Net cash provided by (used in) investing activities | (128) | (127) | 9,651 |
Financing activities: | |||
Proceeds from Issuance of Common Stock | 0 | 8,201 | 0 |
Proceeds from issuance of common stock under employee stock plans | 440 | 46 | 0 |
Proceeds from term loan and warrant issuance | 0 | 0 | 10,000 |
Principal payments on term loans | 0 | (4,000) | (14,000) |
Payments for term loan, warrant issuance and debt extinguishment costs | 0 | (250) | (1,308) |
Principal payments on financing obligations | (372) | (320) | (402) |
Common stock repurchases to settle employee tax withholding liability | (188) | (75) | (33) |
Net cash provided by (used in) financing activities | (120) | 3,602 | (5,743) |
Effect of exchange rate changes on cash | (83) | 66 | (119) |
Net increase in cash and cash equivalents | 1,239 | 2,003 | 946 |
Cash and cash equivalents, beginning of year | 10,639 | 8,636 | 7,690 |
Cash and cash equivalents, end of year | 11,878 | 10,639 | 8,636 |
Supplemental disclosures of net cash paid (received) during the year: | |||
Income taxes | (248) | (293) | 52 |
Interest | 14 | 546 | |
Interest | 505 | ||
Financing obligations related to prepaid expenses and other assets | 511 | 203 | 264 |
Financing obligations related to property and equipment | $ 102 | $ 148 | $ 97 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 ("Qumu" or the "Company") provides the software solutions to create, manage, secure, distribute and measure the success of live and on-demand video for the enterprise. The Qumu platform enables global organizations to drive employee engagement, increase access to video, and modernize the workplace by providing a more efficient and effective way to share knowledge. The world’s largest organizations leverage the Qumu platform for a variety of cloud, on-premise and hybrid deployments. Use cases including self-service webcasting, sales enablement, internal communications, product training, regulatory compliance and customer engagement. The Company markets its products to customers primarily in North America, Europe and Asia. 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 markets its products and services through regional sales representatives and independent distributors in the United States and international markets. 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. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, for which the current carrying amounts approximate fair market values based on quoted market prices or net asset value; warrant liabilities, for which the fair value of $2.9 million at both December 31, 2020 and 2019 is based on the Company's estimates of assumptions that market participants would use in pricing the liabilities. Revenue Recognition The Company generates revenue through the sale of enterprise video content management software, hardware, maintenance and support, and professional and other services. Software sales may take the form of a perpetual software license, a cloud-hosted software as a service (SaaS) or a term software license. Software licenses and appliances revenue includes sales of perpetual software licenses and hardware. Service revenue includes SaaS, term software licenses, maintenance and support, and professional and other services. An individual sale can range from a single year agreement for thousands of dollars to a multi-year agreement for over a million dollars. The Company follows a five-step model to assess each sale to a customer: identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time (for cloud-hosted software as a service, maintenance and support, and other services) or at a point in time (for software licenses and hardware). The Company enters into contracts that can include various combinations of software licenses, appliances, maintenance and services, some of which are distinct and are accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each distinct performance obligation, on a relative basis using its standalone selling price. The Company determines the standalone 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. The Company's on-premise term software licenses and technical support for its on-premise term software licenses are distinct from each other. As a result, the software license is recognized upon transfer of control, which is at fulfillment. The revenue allocable to technical support is recognized ratably over the non-cancellable committed term of the agreement. Other items relating to charges collected from customers include reimbursable expenses, shipping and handling charges and sales taxes charges. 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-cancellable 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 Sales 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-cancellable customer contracts and commission clawback provisions in the Company's sales compensation plans. Deferred commission costs included in prepaid expenses and other assets were $745,000 and $380,000 at December 31, 2020 and 2019, respectively. Deferred commission costs in other assets, non-current were $276,000 and $138,000 at December 31, 2020 and 2019, respectively. The Company recognized commissions expense of $2.2 million and $1.9 million during the years ended December 31, 2020 and 2019, 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. 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: 2020 2019 2018 Balance at beginning of year $ 45 $ 61 $ 21 Write-offs (28) (6) — Change in provision 25 (10) 40 Balance at end of year $ 42 $ 45 $ 61 Inventories Inventories are stated at the lower of cost or net realizable value. 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 $184,000 and $350,000 as of December 31, 2020 and 2019, 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 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, 2020, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. See Note 3–"Intangible Assets and Goodwill." Leases The Company is a lessee in several non-cancellable operating leases, primarily for office space, and finance leases, for certain IT equipment. Beginning January 1, 2019, the Company accounts for leases in accordance with ASU 2016-02, Leases , and the related amendments (collectively, "Topic 842"). The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right of use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and at the same date as for operating leases, and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments in accounting for leases under Topic 842 include how the Company determines the discount rate it uses to discount the unpaid lease payments to present value, lease term and lease payments. – ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s information. Therefore, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. – The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. – Lease payments included in the measurement of the lease liability include the fixed payments owed over the lease term, termination penalties, amounts expected to be payable under a residual-value guarantee, and the exercise price of an option to purchase the asset if the Company is reasonably certain to exercise the option. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus any prepaid lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Derivatives Liability In conjunction with the debt financings completed in October 2016 and January 2018, the Company issued two warrants for the purchase of up to an aggregate of 1,239,286 shares of the Company's common stock, of which one representing 314,286 shares remained outstanding as of December 31, 2020. Subsequent to year end, a portion of the warrants were exercised in a cashless exercise. The exercise resulted in the issuance by the Company of 50,000 shares of common stock and an overall reduction of 75,703 warrant shares. On May 1, 2020, the Company canceled the ESW warrant in exchange for a note payable (see Note 4–"Commitments and Contingencies") which contained an embedded derivative liability that is measured on a recurring basis at fair value. On August 31, 2018, the Company issued a separate warrant to a sales partner for the purchase of up to 100,000 shares of the Company's common stock, which remained outstanding as of December 31, 2020. The Company accounts for the warrants, which are derivative financial instruments, as a current liability based upon the characteristics and provisions of the instruments. The warrants were 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 agreements, to receive cash payment or other consideration at the option of the holder in lieu of the Company's common shares. A warrant liability is 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 option pricing models that are based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock price and 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 for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company's stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding 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. For awards subject to time-based vesting, the Company recognizes stock-based compensation on a straight-line basis over the requisite service period for the entire award. Compensation cost is recognized 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. For awards subject to performance conditions, the Company accounts for compensation expense based upon the grant-date fair value of the awards applied to the best estimate of ultimate performance against the respective targets on a straight-line basis over the requisite vesting period of the awards. The performance conditions require management to make assumptions regarding the likelihood of achieving certain performance goals. Changes in these performance assumptions, as well as differences in actual results from management’s estimates, could result in estimated or actual values different from previously estimated fair values. Research and Development Costs Costs related to research, design and development of products are expensed to research and development 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 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 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 The Company provides for income taxes using the asset and 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 losses on foreign currency transactions for the years ended December 31, 2020, 2019 and 2018 were $406,000, $260,000 and $55,000, respectively, and are included in other income (expense) 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 warrants. 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 dilutive warrants that are classified as a liability but may be settled in shares. For the years ended December 31, 2020, 2019 and 2018, the Company reported diluted net loss, as the impact of excluding the warrant income and related potentially dilutive shares was dilutive. Comprehensive Income (Loss) Comprehensive income (loss) includes net income and items defined as other comprehensive income, such as unrealized gains and losses on foreign currency translation adjustments. Such items are reported in the consolidated statements of comprehensive income (loss). Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) , which changes the fair value measurement disclosure requirements of ASC 820. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. The Company adopted ASU 2018-13 effective January 1, 2020. The impact of adopting this standard was not material to the Company's consolidated financial statements or disclosures. Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40 ). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax) which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company does not believe the impact of adopting this standard will be material to its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The purpose of the amendment is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company does not believe the impact of adopting this standard will be material to its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which supersedes current guidance requiring recognition of credit losses when it is probable that a loss has been incurred. The standard requires the establishment of an allowance for estimated credit losses on financial assets, including trade and other receivables, at each reporting date. The ASU will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company does not believe the impact of adopting this standard will be material to its consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2020 2019 Computer, network equipment and furniture $ 1,602 $ 2,381 Leasehold improvements 23 735 Total property and equipment 1,625 3,116 Less accumulated depreciation and amortization (1,376) (2,520) Total property and equipment, net $ 249 $ 596 Depreciation and amortization expense associated with property and equipment was $575,000, $314,000 and $438,000 for the years ended December 31, 2020, 2019 and 2018, respectively. During the year ended December 31, 2020, the Company surrendered leased office facilities in Minneapolis, London and Hyderabad and recorded an expense of $280,000 for depreciation and amortization related leasehold improvements and certain equipment and furniture resulting from the reduction in their estimated useful lives; see Note 4–"Commitments and Contingencies–Leases." In addition, during the year ended |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets The Company’s amortizable intangible assets consisted of the following (in thousands): December 31, 2020 Customer Relationships Developed Technology Trademarks / Trade-Names Total Original cost $ 4,945 $ 8,256 $ 2,184 $ 15,385 Accumulated amortization (3,861) (8,151) (1,230) (13,242) Net identifiable intangible assets $ 1,084 $ 105 $ 954 $ 2,143 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 Amortization expense of intangible assets consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Amortization expense associated with the developed technology included in cost of revenues $ 286 $ 455 $ 1,024 Amortization expense associated with other acquired intangible assets included in operating expenses 657 757 904 Total amortization expense $ 943 $ 1,212 $ 1,928 The Company estimates that amortization expense associated with intangible assets will be as follows (in thousands): Year Ending December 31, 2021 $ 752 2022 552 2023 309 2024 141 2025 141 Thereafter 248 Total $ 2,143 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 $7.5 million at December 31, 2020 reflects the impact of foreign currency exchange rate fluctuations since the acquisition date. As of December 31, 2020, 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company is obligated under finance leases covering certain IT equipment that expire at various dates over the next three years. The Company also has non-cancellable operating leases, primarily for office space, that expire over the next three years. The Company has two leases that each contain a renewal option for a period of five years. Because at the inception of the leases the Company was not reasonably certain to exercise the options, the options were not considered in determining the lease terms under Topic 842, which was adopted January 1, 2019. In December 2020, the Company notified landlords for the two leases that it was surrendering its right to occupy the office spaces and thereby would not be exercising its option to renew and would be exercising the leases early termination clauses allowing the lease terms to end in May 2022 and August 2022. The impact of the reduction of the lease terms reduced the Company's operating lease liabilities by $433,000. During December 2020, the Company transitioned to permanent remote work for all of its personnel as part of its “Work from Wherever, Forever” policy. The Company closed three of its four offices due to its new remote work policy. As part of the policy, the Company’s management determined that, effective December 31, 2020, the Company will no longer occupy the leased office space in Minneapolis, Minnesota, and London, England, which were primarily used for engineering, service, sales, marketing and administration, and the leased office space in Hyderabad, India, which was primarily used for software development and testing. The Company will continue to occupy its leased space in Burlingame, California, primarily for technology storage and research and development. Given the transition to permanent remote work, the Company recorded in the fourth quarter of 2020 a non-cash expense of approximately $637,000 related to the right of use assets–operating leases for the three surrendered office leases. Additionally, the Company incurred a non-cash expense of $280,000 in the fourth quarter of 2020 related to the surrender of certain leasehold improvements, office and computer equipment, and furniture at the leased premises. During December 2020, the Company also entered into lease agreements associated with flexible shared workspace arrangements in Minneapolis, Minnesota, and London, England, and Hyderabad, India. The flexible shared workspace arrangement in Minneapolis, Minnesota has a lease term of 18 months and therefore is considered a lease under Topic 842. The other two flexible shared workspace arrangements are 12 months or less, and thus the Company has elected the practical expedient method and recognize the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. The Company intends to continue to pay all rental payments due and payable by the Company pursuant to the leases governing the leased premises. Many of the Company's leases include escalation clauses, renewal options and/or termination options that are factored into its determination of lease payments under Topic 842 when reasonably certain. These options to extend or terminate a lease are at the Company's discretion. The Company has elected to take the practical expedient and not separate lease and non-lease components of contracts. The Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement under Topic 842. The Company's lease agreements do not contain any material residual value guarantees. The components of lease cost were as follows (in thousands): December 31, 2020 2019 Operating lease cost $ 1,041 $ 526 Finance lease cost: Amortization of right of use assets 112 106 Interest on lease liabilities 7 11 Total finance cost 119 117 Total lease cost $ 1,160 $ 643 The Company's ROU assets and lease liabilities were reported in the consolidated balance sheet as follows (in thousands): December 31, Leases Classification on Balance Sheet 2020 2019 Assets Operating Right of use assets – operating leases $ 332 $ 1,746 Finance Property and equipment 124 130 Total lease assets $ 456 $ 1,876 Liabilities Current Operating Operating lease liabilities $ 735 $ 587 Finance Financing obligations 110 83 Non-current Operating Operating lease liabilities, non-current 554 1,587 Finance Financing obligations, non-current 75 83 Total lease liabilities $ 1,474 $ 2,340 Other information related to leases is as follows (in thousands): December 31, 2020 2019 Supplemental cash flow information: Reduction in operating lease right of use assets and lease liabilities due to reassessment of lease terms $ 433 $ — Cash paid for amounts included in the measurement of lease liabilities Operating cash flow from operating leases $ 522 $ 432 Financing cash flow from finance leases 83 77 ROU assets obtained in exchange for new lease obligations Operating leases $ 47 $ — Finance leases 106 148 Weighted-average remaining lease term: Operating leases 1.7 years 3.8 years Finance leases 2.2 years 2.0 years Weighted-average discount rate: Operating leases 10.0 % 10.0 % Finance leases 6.2 % 6.2 % Future payments used in the measurement of lease liabilities on the consolidated balance sheet as of December 31, 2020 are as follows (in thousands): Operating Finance 2021 $ 811 $ 117 2022 552 42 2023 — 37 2024 — — 2025 — — Thereafter — — Total undiscounted lease payments 1,363 196 Less amount representing interest (74) (11) Present value of lease liabilities $ 1,289 $ 185 Subleases The Company determined that it had excess capacity at its Minneapolis, Minnesota headquarters and effective May 1, 2018 ceased using a portion of its leased space, subsequently making it available for occupancy by a sublessee. The Company also recorded a loss related to the exit activity of $177,000 (net of adjustments for the derecognition of leasehold improvement and deferred rent balances related to the exit activity), which is included in other income (expense) for the year ended December 31, 2018. Sublease income from the Company's subleases was $105,000 and $160,000 for the years ended December 31, 2019 and 2018. No sublease income was recognized for the year ended December 31, 2020. Credit Agreement – ESW Holdings, Inc. During 2020, the Company entered into a secured promissory note to ESW Holdings, Inc. ("note payable") as consideration for cancellation of its outstanding warrant to ESW Holdings, Inc. ("ESW warrant"), On May 1, 2020, the Company canceled the ESW warrant, which was for the purchase of up to 925,000 shares of Qumu's common stock at an exercise price of $1.96 per share and expiring January 2028. Additionally, the terms of the warrant provided for a cash settlement in the event of a change of control transaction referred to as a Fundamental Transaction, computed using a Black-Scholes option pricing model with specified inputs stipulated in the warrant agreement. The fair value of the warrant instrument has historically been reported as a liability in Qumu's consolidated financial statements, and, for certain historical reporting periods since its issuance, the shares underlying the warrant instrument were dilutive in the calculation of earnings per share. As consideration for the warrant cancellation, the Company entered into a note payable, having a face amount of $1,833,000, which was less than the cash settlement amount of $1,983,000 computed under the terms of the warrant agreement, due on April 1, 2021 and bearing no interest. The payment obligation of the note would be accelerated upon a Fundamental Transaction, and Qumu would be required to pay an additional $150,000 to ESW Holdings, Inc. upon the closing of a Fundamental Transaction. The note payable provided for prepayment at any time without penalty. The Company paid the note payable on January 12, 2021 (see Note 15–"Subsequent Events.") The note payable was recorded at its present value of future cash flows of $1,833,000 discounted at 7.25% (prime plus 4.00%), which was $1,715,000 at May 1, 2020. The value of the note payable will be accreted up to its face value at maturity. As of December 31, 2020, the carrying value of the note payable was $1,800,000, which also approximated its fair value. The note payable contains a $150,000 contingent payment obligation due upon the closing of a Fundamental Transaction on or prior to the April 1, 2021 maturity date. This contingent payment obligation qualifies as an embedded derivative in accordance with ASC Topic 815, Derivatives and Hedging . The embedded derivative is measured at fair value and is remeasured at fair value each subsequent reporting period and reported on the Company's consolidated balance sheet as a derivative liability. Changes in fair value are recognized in other income (expense) in the consolidated statement of operations as "Decrease (increase) in fair value of derivative liability." See Note 5–"Fair Value Measurements." In connection with the note, the Company and ESW Holdings, Inc. entered into a security agreement dated May 1, 2020 providing for a future security interest in certain assets of the Company that would not attach unless and until the occurrence of the Triggering Event specified therein. The termination of the merger agreement with Synacor, Inc. represented a Triggering Event, resulting in ESW Holdings, Inc. securing an interest in certain of Qumu's cash deposit accounts. Contingencies The Company is exposed to a number of asserted and unasserted claims encountered in the normal course of business. Legal costs related to loss contingencies are expensed as incurred. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position or results of operations. The Company’s standard arrangements include provisions indemnifying customers against liabilities if the Company's products infringe a third-party’s intellectual property rights. The Company has not incurred any costs in its continuing operations as a result of such indemnifications and has not accrued any liabilities related to such contingent obligations in the accompanying consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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. As of December 31, 2020 and 2019, the following warrants for the purchase of Qumu's common stock were outstanding and exercisable: Number of underlying warrant shares Warrant exercise price December 31, Warrant expiration date Description 2020 2019 Warrant issued in conjunction with October 2016 debt financing ("Hale warrant") 314,286 314,286 $ 2.80 October 21, 2026 Warrant issued in conjunction with January 2018 debt financing ("ESW warrant") — 925,000 $ 1.96 January 12, 2028 Warrant issued to sales partner, iStudy Co., Ltd. ("iStudy warrant") 100,000 100,000 $ 2.43 August 31, 2028 Total warrants outstanding 414,286 1,339,286 On May 1, 2020, the Company canceled the ESW warrant in exchange for a note payable (see Note 4–"Commitments and Contingencies") which contained an embedded derivative liability that is measured on a recurring basis at fair value. The Company recorded non-cash income of $103,000 for the year ended December 31, 2020 resulting from the change in fair value of the derivative liability. The Hale warrant and ESW warrant contain a cash settlement feature upon the occurrence of a certain events, essentially the sale of the Company as defined in the warrant agreements. Upon a sale of the Company, the holder of the iStudy warrant may exercise the warrant or may elect to receive the same consideration as it would have been entitled to receive upon the occurrence of such transaction if it had been the holder of the shares then issuable upon such exercise of the warrant. All warrants are transferable. As a result of these features, the warrants are subject to derivative accounting as prescribed under ASC 815. Accordingly, a warrant liability was recorded in the Company's consolidated balance sheets at its fair value on the respective dates of the warrants' 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 (expense) in the consolidated statement of operations as "Decrease (increase) in fair value of warrant liability." During 2020 and 2019, the Company recorded non-cash expense of $1,826,000 and $141,000, respectively, and during 2018 the Company recorded non-cash income of $368,000, resulting from the change in fair value of the warrant liability. The Company estimates the fair value of this liability using option pricing models that are based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock price and 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 for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company's stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding decrease in the fair value of the warrant liability. The Company’s 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, 2020 and 2019 (in thousands): Fair Value Measurements Using Total Fair Quoted Prices in Significant Other Significant Liabilities: Warrant liability - Hale $ 2,245 $ — $ — $ 2,245 Warrant liability - iStudy 665 — — 665 Warrant liability $ 2,910 $ — $ — $ 2,910 Derivative liability $ 37 $ — $ — $ 37 Total $ 2,947 $ — $ — $ 2,947 Fair Value Measurements Using Total Fair Quoted Prices in Significant Other Significant 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 The Company's evaluation of the probability and timing of a change in control represents an unobservable input (Level 3) that shortens or lengthens the expected term input of the option pricing model for all warrants, and generally correspondingly increases or decreases, respectively, the discounted value of the minimum cash payment component of the Hale warrant and, prior to its cancellation, the ESW warrant. Consequently, as of December 31, 2020 and 2019, the liability related to each warrant was classified as a Level 3 liability. The Company's evaluation of the probability and timing of a change in control represents an unobservable input (Level 3) that increases or decreases the likelihood of triggering the note payable agreement's Fundamental Transaction contingency, resulting in Level 3 classification of the derivative liability. The following table represents the significant unobservable input used in the fair value measurement of Level 3 warrant liability instruments: December 31, 2020 Probability-weighted timing of change in control 4.9 years The following table summarizes the changes in fair value measurements for the year ended December 31, 2020: Warrant liability Derivative liability Total Balance at December 31, 2019 $ 2,939 $ — $ 2,939 Cancellation of ESW warrant liability (Note 4) (1,855) — (1,855) Issuance of derivative liability upon cancellation of ESW warrant — 140 140 Change in fair value 1,826 (103) 1,723 Balance at December 31, 2020 $ 2,910 $ 37 $ 2,947 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Common Stock [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock Offering On November 7, 2019, the Company completed a public equity offering, selling a total of 3,652,000 shares of common stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $8.2 million. A portion of the net proceeds fro m this offering was used to repay the $4.8 million of outstanding principal, accrued interest and prepayment fee under the Company's term loan credit agreement with ESW Holdings, Inc. on November 12, 2019. The Company's use of the $3.4 million of remaining net proceeds from this offering is for working capital and general corporate purposes. Subsequent to December 31, 2020, in January 2021 the Company completed an additional public equity offering of 3,708,750 shares of its common stock which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $23.1 million; see Note 15–"Subsequent Events." Common Stock Repurchase Program |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [Abstract] | |
Revenue | Revenue Nature of Products and Services Perpetual software licenses The Company’s perpetual software license arrangements grant customers the right to use the software indefinitely as it exists at the time of purchase. The Company recognizes revenue for distinct software licenses once the license period has begun and the software has been made available to the customer. Payments for perpetual software license contracts are generally received upon fulfillment of the software product. Term software licenses The Company's term software licenses differ from perpetual software licenses in that the customer's right to use the licensed product has a termination date. Term software licenses are recognized upon transfer of control, which is typically at fulfillment, resulting in up-front revenue recognition. The Company categorizes revenue from term software licenses as subscription, maintenance and support revenue in service revenues. Payments are generally received quarterly or annually in equal or near equal installments over the term of the agreement. Cloud-hosted software as a service Cloud-hosted software as a service (SaaS) arrangements grant customers the right to access and use the licensed products at the outset of an arrangement via third-party cloud providers. Updates are generally made available throughout the entire term of the arrangement, which is generally one Hardware The Company sells appliances that are typically drop shipped from third-party suppliers selected by the Company. The transaction price allocated to the appliance is generally recognized as revenue at fulfillment when the customer obtains control of the product. Payments for appliances are generally received upon delivery of the hardware product. Maintenance and support Maintenance and support arrangements grant customers the right to software updates and technical support over the term of the maintenance and support contract. Revenue from maintenance and support is generally recognized ratably over the contract term beginning on the commencement date of each contract, which is upon fulfillment of the software obligation. Payments are generally received annually in advance of the service period. Professional services and training Professional services and training generally consist of software implementation, on-boarding services and best practices consulting. Revenue from professional services contracts is typically recognized as performed, generally using hours expended to measure progress. Services are generally invoiced monthly for work performed. Revenues by product category and geography The Company combines its products and services into three product categories and three geographic regions, based on customer location, as follows (in thousands): Year Ended 2020 2019 2018 Software licenses and appliances $ 6,762 $ 4,903 $ 5,814 Service Subscription, maintenance and support 19,555 18,249 17,132 Professional services and other 2,755 2,210 2,067 Total service 22,310 20,459 19,199 Total revenues $ 29,072 $ 25,362 $ 25,013 Year Ended 2020 2019 2018 North America $ 20,073 $ 16,588 $ 16,639 Europe 7,693 7,527 6,453 Asia 1,306 1,247 1,921 Total $ 29,072 $ 25,362 $ 25,013 Substantially all revenue from North America is sourced from customers in the United States. The Company has determined that reporting non-domestic revenue by country is not practicable. Significant Judgments The Company's contracts with customers typically contain promises to transfer multiple products and services to a customer. Judgment is required to determine whether each product and/or service is considered to be a distinct performance obligation that should be accounted for separately under the contract. The Company allocates the transaction price to the distinct performance obligations based on relative standalone selling price (“SSP”). The Company estimates SSP by maximizing use of observable prices such as the prices charged to customers on a standalone basis, established prices lists, contractually stated prices, profit margins and other entity-specific factors, or by using information such as market conditions and other observable inputs. However, the selling prices of its software licenses and cloud-hosted SaaS arrangements are highly variable. Thus, the Company estimates SSP for software licenses and cloud-hosted SaaS arrangements using the residual approach, determined based on total transaction price less the SSP of other goods and services promised in the contract. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as most of the Company’s license arrangements, the Company has concluded that the licenses and associated services are distinct from each other. In others, like the Company’s cloud-hosted SaaS arrangements, the license and certain services are not distinct from each other and therefore the Company has concluded that these promised goods and services are a single, combined performance obligation. If a group of agreements are so closely related that they are, in effect, part of a single arrangement, such agreements are deemed to be one arrangement for revenue recognition purposes. The Company exercises significant judgment to evaluate the relevant facts and circumstances in determining whether the separate agreements should be accounted for separately or as, in substance, a single arrangement. The Company’s judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved. The Company is required to estimate the total consideration expected to be received from contracts with customers. In limited circumstances, the consideration expected to be received is variable based on the specific terms of the contract or based on the Company’s expectations of the term of the contract. Generally, the Company has not experienced significant returns from or refunds to customers. These estimates require significant judgment and the change in these estimates could have an effect on its results of operations during the periods involved. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables or contract liabilities (deferred revenue) on the Company’s consolidated balance sheet. The Company records deferred revenue when revenue is recognized subsequent to invoicing. The Company’s balances for contract assets totaled $467,000 and $1.1 million as of December 31, 2020 and 2019, respectively. The Company’s balances for contract liabilities, which are included in current and non-current deferred revenue, totaled $16.4 million and $11.6 million as of December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the Company recognized $9.8 million of revenue that was included in the deferred revenue balance at the beginning of the period. All other activity in deferred revenue is due to the timing of invoices in relation to the timing of revenue as described above. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $28.3 million as of December 31, 2020, of which the Company expects to recognize $16.0 million of revenue over the next 12 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company issues shares pursuant to the 2007 Stock Incentive Plan (the “2007 Plan”), a shareholder approved 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 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. With the exception of the awards described in the following paragraph, the stock options, restricted stock awards and restricted stock units granted during the year ended December 31, 2020 and 2019 were granted under the 2007 Plan. In addition to awards granted under the 2007 Plan, the Company granted a non-qualified option to purchase 457,692 shares of its common stock to a newly hired chief executive officer on July 22, 2020, which was the first date of an open window period following the first day of employment. The option was granted outside of any shareholder-approved plan as an inducement to accept employment with the Company. The option has an exercise price equal to the closing price of the Company’s common stock as reported by the Nasdaq Stock Market on the grant date, vest in three equal installments on each of the first three During the year ended December 31, 2020, the Company's shareholders approved an amendment to the 2007 Plan to increase the number of shares authorized under the plan by 500,000 to a total of 3,730,320 shares, of which 640,205 were available for future grant. The Company recognized the following amounts related to the Company’s share-based payment arrangements (in thousands): Year Ended December 31, 2020 2019 2018 Stock-based compensation cost charged against loss, before income tax benefit Stock options $ 424 $ 331 $ 326 Restricted stock and restricted stock units 754 521 566 Performance stock units — 5 190 Total stock-based compensation costs $ 1,178 $ 857 $ 1,082 Stock-based compensation cost included in: Cost of revenues $ 36 $ 26 $ 34 Operating expenses 1,142 831 1,048 Total stock-based compensation costs $ 1,178 $ 857 $ 1,082 As of December 31, 2020, compensation expense of $1.9 million related to non-vested option awards was not yet recognized and is expected to be recognized over a weighted-average period of 2.8 years. As of December 31, 2020, compensation expense of $1.9 million related to non-vested shares and restricted share unit awards was not yet recognized and is expected to be recognized over a weighted-average period 2.9 years. 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, 2020 2019 2018 Expected life of options in years 4.50 - 4.75 4.70 - 4.75 4.54 - 4.75 Risk-free interest rate 0.2% - 0.4% 1.8% - 2.5% 2.6% - 2.9% Expected volatility 75.3% - 76.3% 69.7% - 73.6% 69.6% - 70.5% 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. The Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term, and therefore it uses the simplified method for determining the expected life of stock options granted to employees in 2020, 2019 and 2018, 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): (In thousands, except per share data) Shares Weighted Average Exercise Price Weighted Aggregate Intrinsic Value (1) Options outstanding at December 31, 2017 1,288 $ 6.18 Granted 758 2.24 Exercised — — Canceled (604) 7.60 Options outstanding at December 31, 2018 1,442 3.51 Granted 39 3.11 Exercised (40) 2.55 Canceled (381) 5.20 Options outstanding at December 31, 2019 1,060 2.93 Granted 658 4.90 Exercised (295) 2.63 Canceled (158) 4.31 Options outstanding at December 31, 2020 1,265 3.85 2.9 $ 5,317 Total vested and expected to vest as of December 31, 2020 1,265 3.85 2.9 $ 5,317 Options exercisable as of: December 31, 2018 572 $ 5.29 December 31, 2019 540 3.51 December 31, 2020 394 2.96 3.5 $ 2,069 ________________________________________________________________ (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, 2020 2019 2018 Fair value of options granted $ 1,891 $ 71 $ 982 Per share weighted average fair value of options granted $ 2.87 $ 1.83 $ 1.30 Total intrinsic value of stock options exercised $ 707 $ 55 $ — 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 Nonvested at December 31, 2017 218 $ 3.87 Granted 279 2.17 Vested (186) 3.66 Canceled (3) 14.78 Nonvested at December 31, 2018 308 2.38 Granted 230 3.16 Vested (198) 2.53 Canceled (31) 2.25 Nonvested at December 31, 2019 309 2.87 Granted 577 4.50 Vested (244) 2.23 Canceled (114) 3.22 Nonvested at December 31, 2020 528 $ 4.52 Other information pertaining to restricted stock and restricted stock units is as follows (in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Per share weighted average grant-date fair value of restricted stock and restricted stock units granted $ 4.50 $ 3.16 $ 2.17 Total fair value of restricted stock and restricted stock units vested $ 903 $ 749 $ 377 Performance Stock Units The Company granted performance stock units during 2018 ("2018 Performance Stock Units") and 2017 ("2017 Performance Stock Units"). In settlement of the performance stock units, the Company issues a number of shares equal to the number of performance stock units issued multiplied by the total percentage achievement of the performance goals for each award. The percentage achievement for the performance stock units may not exceed 100%. A summary of performance stock units activity is presented in the table below (in thousands): Number of Units 2018 Performance Stock Units 2017 Performance Stock Units Total Performance Stock Units Nonvested at December 31, 2017 — 140 140 Granted 169 — 169 Vested — (116) (116) Canceled (21) (24) (45) Nonvested at December 31, 2018 148 — 148 Granted — — — Vested (98) — (98) Canceled (9) — (9) Nonvested at December 31, 2019 41 — 41 Granted — — — Vested — — — Canceled (41) — (41) Nonvested at December 31, 2020 — — — In settlement of vested performance stock units granted in 2018, during the year ended December 31, 2019 the Company issued 98,492 shares of restricted stock, which was equal to the number of vested 2018 performance stock units multiplied by the performance goals achievement of 100%. At December 31, 2019, there were 40,599 shares of common stock underlying the outstanding 2018 performance stock units that were subject to vesting upon the achievement of performance goals for the performance period of January 1, 2019 to December 31, 2019. The outstanding unvested 2018 performance stock units were canceled on February 10, 2020 upon determination by the Compensation Committee of the Company's Board of Directors that the performance metric for the 2019 performance period was not achieved. Accordingly, as of December 31, 2020, there were no performance stock units outstanding. The 2017 Performance Stock Units consisted of 140,493 units outstanding as of December 31, 2017, of which 116,168 vested during 2018. In settlement of the vested 2017 Performance Stock Units, during 2018 the Company issued 25,726 shares upon vesting, which was equal to the number of 2017 Performance Stock Units vested multiplied by the weighted percentage achievement of the performance goals for the 2017 Incentive Plan of approximately 22.1%. With the vesting and settlement of the 2017 Performance Stock Units in shares, the 2017 Performance Stock Units terminated. |
401 (K) Savings Plan
401 (K) Savings Plan | 12 Months Ended |
Dec. 31, 2020 | |
Profit Sharing And Savings Plan [Abstract] | |
401(K) Savings Plan | 401(k) Savings PlanThe 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 subject to Internal Revenue Code limitations. The Company matches a percentage of employees’ contributions. Matching contributions totaled $303,000, $296,000 and $281,000 for the years ended December 31, 2020, 2019 and 2018, respectively. |
Sale of Investment in Software
Sale of Investment in Software Company | 12 Months Ended |
Dec. 31, 2020 | |
Investment in Software Company [Abstract] | |
Investment in Software Company | Sale of Investment in Software CompanyDuring 2018, Canon Inc. ("Canon") acquired all of the outstanding shares of BriefCam, Ltd. ("BriefCam"), a privately-held Israeli company, and the Company received $9.7 million from the closing proceeds for its convertible preferred shares of BriefCam, as well as received $100,000 following the satisfaction of a contingency, resulting in a gain on sale of $6.6 million during the year ended December 31,2018. Additionally, during the year ended December 31, 2019, the Company recognized a gain of $41,000 related to the release of cash from escrow in connection with the sale. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Loss before income taxes: Domestic $ (7,435) $ (5,466) $ (1,631) Foreign (2,071) (1,171) (1,688) Total loss before income taxes $ (9,506) $ (6,637) $ (3,319) The provision for income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: U.S. Federal $ — $ — $ (8) State 61 17 591 Foreign (368) (246) (314) Total current (307) (229) 269 Deferred: U.S. Federal — — — State (8) 8 11 Foreign 9 27 18 Total deferred 1 35 29 Total provision for income tax expense (benefit) $ (306) $ (194) $ 298 Total income tax expense (benefit) differs from the expected income tax expense (benefit), computed by applying the federal statutory rate of 21% in 2020, 2019 and 2018, to earnings before income taxes as follows (in thousands): Year Ended December 31, 2020 2019 2018 Expected income tax benefit $ (1,997) $ (1,393) $ (697) Federal R&D credit (67) (54) (32) Refundable AMT credit — — (12) Effect of deferred rate change — — 8 Foreign tax 76 27 38 Non-deductible equity expense 258 15 13 Non-deductible stock issuance costs (82) 3 85 Foreign unremitted earnings — — 130 Change in valuation allowance 1,655 1,379 408 State income taxes, net of federal tax effect (168) (219) 455 Other, net 19 48 (98) Total provision for income tax expense (benefit) $ (306) $ (194) $ 298 The tax effects of temporary differences that give rise to significant portions of deferred tax assets (liabilities) are presented below (in thousands): December 31, 2020 2019 Deferred tax assets: Inventory provisions and uniform capitalization $ 1 $ — Accounts receivable allowances 8 8 Non-qualified stock option and restricted stock expense 245 220 Deferred revenue 302 218 Lease liabilities 199 290 Loss and credit carryforwards of U.S. subsidiary 25,844 24,717 Loss carryforward of foreign subsidiaries 91 145 Excess interest expense 420 496 Other accruals and reserves 326 101 Total deferred tax assets before valuation allowance 27,436 26,195 Less valuation allowance (26,999) (25,406) Total deferred tax assets $ 437 $ 789 Deferred tax liabilities: Acquired intangibles $ (347) $ (465) Right of use assets (78) (207) Fixed assets 7 (26) Other — (70) Total deferred tax liabilities $ (418) $ (768) Total net deferred tax assets $ 19 $ 21 As of December 31, 2020, the Company had $94.0 million of net operating loss carryforwards for U.S. federal tax purposes and $66.3 million of net operating loss carryforwards for various states. The loss carryforwards for state tax purposes will expire between 2021 and 2038 if not utilized. At December 31, 2020, $85.8 million of federal net operating loss carryforwards (losses originating in tax years beginning prior to January 1, 2018), expire in years 2022 through 2037, and federal net operating loss of $8.2 million generated since 2018 can be carryforward indefinitely and utilization is limited to 80% of taxable income. The net operating loss expiration related to the state income tax returns that the Company files varies by state. As of December 31, 2020, the Company had federal and state research and development credit carryforwards of $3.5 million, net of Section 383 limitations, which will begin to expire in 2023 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 has not completed an IRC Section 382 study since 2011. It is possible additional ownership changes have occurred, which may result in additional Section 382 and 383 limitations. Due to the valuation allowance, it is not expected that any such limitation will have an impact on the results of operations of the Company. The Company assessed that the valuation allowance against its U.S. deferred tax assets is still appropriate as of December 31, 2020 and 2019, based on the consideration of all available positive and negative evidence, using the “more likely than not” standard required by ASC 740, Income Taxes . During 2019 the U.K. shifted from a net deferred tax liability to net deferred tax asset position. As such, the Company no longer believes that it is more likely than not that the future results of the operations in the U.K. will generate sufficient taxable income to utilize the deferred tax assets. As of December 31, 2020 and 2019, a full valuation allowance has been applied against its U.K. deferred tax assets. As of December 31, 2020, the Company had a cumulative foreign tax loss carryforward of $2.1 million in the U.K. This amount can be carried forward indefinitely. The valuation allowance will be reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of the valuation allowance. On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted, significantly altering U.S. corporate income tax law. Many of the new elements of the Tax Act became effective during 2018, including limitations on the deductibility of interest expense, limitations on executive compensation, as well as international provisions. The Company has considered and incorporated the new provisions into its tax calculations. Such provisions included in the Tax Act did not significantly impact the Company in 2020 and 2019, due to the full valuation allowance on deferred tax assets. The Company may repatriate cash associated with undistributed earnings of its foreign subsidiaries, such that they are not reinvested indefinitely. The repatriation of cash and cash equivalents held by the Company's international subsidiaries would not result in an adverse tax impact on cash given that the future tax consequences of repatriation are expected to be insignificant as a result of the Tax Cuts and Jobs Act of 2017. 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, 2020 2019 Gross unrecognized tax benefits at beginning of year $ 1,780 $ 1,724 Increases related to: Prior year income tax positions — 7 Current year income tax positions 57 49 Decreases related to: Prior year income tax positions - closure of statute of limitations (1) — Gross unrecognized tax benefits at end of year $ 1,836 $ 1,780 Included in the balance of unrecognized tax benefits at December 31, 2020 are potential benefits of $608,000 that, if recognized, would affect the effective tax rate. The change in the liability for gross unrecognized tax benefits reflects an increase in reserves established for federal and state uncertain tax positions. The Company does not anticipate that the total amount of unrecognized tax benefits as of December 31, 2020 will change significantly by December 31, 2021. 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 $50,000 and $28,000 on a gross basis at December 31, 2020 and 2019, 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 net tax expense of $22,300 and $22,000 in 2020 and 2019, respectively. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2020, the Company was no longer subject to income tax examinations for taxable years before 2018 in the case of U.S. federal taxing authorities, and taxable years generally before 2016 in the case of major state and local taxing jurisdictions. |
Computation of Net Loss per Sha
Computation of Net Loss per Share of Common Stock (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share, Basic [Abstract] | |
Computation of Net Loss per Share of Common Stock | Computation of Net Loss Per Share of Common Stock The following table identifies the components of net loss per basic and diluted share (in thousands, except for per share data): Year Ended December 31, 2020 2019 2018 Net loss per share – basic Net loss $ (9,200) $ (6,443) $ (3,617) Weighted average shares outstanding – basic 13,612 10,395 9,499 Net loss per share – basic $ (0.68) $ (0.62) $ (0.38) Net loss per share – diluted Loss attributable to common shareholders: Net loss $ (9,200) $ (6,443) $ (3,617) Numerator effect of dilutive securities Warrants (294) (105) (161) Loss attributable to common shareholders $ (9,494) $ (6,548) $ (3,778) Weighted averages shares outstanding – diluted: Weighted average shares outstanding – basic 13,612 10,395 9,499 Denominator effect of dilutive securities Warrants 15 19 107 Weighted average shares outstanding – diluted 13,627 10,414 9,606 Net loss per share – diluted $ (0.70) $ (0.63) $ (0.39) Stock options, warrants and restricted stock units to acquire common shares excluded from the computation of diluted weighted-average common shares as their effect is anti-dilutive were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 1,150 1,299 1,273 Warrants 414 1,025 348 Restricted stock units 284 124 150 Total anti-dilutive 1,848 2,448 1,771 |
Significant Customers and Geogr
Significant Customers and Geographic Data | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Significant Customers and Geographic Data | Significant Customers and Geographic Data One customer accounting for more than 10% of the Company’s total revenue is as follows (in thousands): Year Ended December 31, Revenues 2020 2019 2018 Customer A $ 6,442 * * _________________________________________________ * No customer exceeded 10% of total revenue Customers accounting for more than 10% of the Company’s accounts receivable are as follows (in thousands): December 31, Accounts Receivable 2020 2019 Customer B $ 918 * Customer C $ 535 $ 677 Customer D * $ 550 Customer E * $ 471 _________________________________________________ * Accounts receivable balance did not exceed 10% Net property and equipment of the Company were located as follows (in thousands): December 31, 2020 2019 United States $ 180 $ 442 United Kingdom 34 96 India 35 58 Total $ 249 $ 596 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Hale Warrant Exercise On January 12, 2021, HCP-FVD, LLC, the holder of the outstanding Hale warrant to purchase 314,286 shares of common stock, exercised a portion of the warrant in a cashless exercise. The exercise resulted in the issuance by the Company of 50,000 shares of common stock and an overall reduction of 75,703 warrant shares. Immediately following the exercise, HCP-FVD, LLC retains the right under the warrant to purchase 238,583 shares of the Company's common stock at an exercise price of $2.80 per share through October 21, 2026. The estimated fair value of the exercised warrants of $561,000 will be reflected as a reclassification from warrant liability to stockholders' equity in the Company's consolidated balance sheet. Wells Fargo Credit Facility On January 15, 2021, the Company entered into and closed on the Loan and Security Agreement (the “Loan Agreement”) with Wells Fargo Bank, National Association providing for a revolving line of credit. Concurrently with the closing of the Loan Agreement, the Company received an advance of approximately $1,840,000 from the line of credit and used $1,832,888 to repay the face amount of that certain secured promissory note dated May 1, 2020 to ESW Holdings, Inc., which represented the deferred purchase price of the Company’s purchase and termination of the warrant to ESW Holdings, Inc. dated January 12, 2018 for 925,000 shares of the Company’s common stock. In connection with the repayment of the ESW Note, the related security agreement May 1, 2020 between the Company and ESW Holdings, Inc. was terminated. As provided in the ESW Note, the Company will be obligated to pay ESW Holdings, Inc. an additional $150,000 if a “Fundamental Transaction,” as defined in the ESW Note, occurs prior to April 1, 2021. Under the Loan Agreement, the revolving line has a maximum availability for borrowing of the lesser of $10 million or a defined borrowing base, less any outstanding letters of credit and the outstanding principal balance of any advances. The borrowing base is six times the prior quarter’s monthly average recurring revenue from eligible customer accounts. The revolving line has a January 15, 2023 maturity date and amounts borrowed bear interest at a floating per annum rate equal to 1.25% above Wells Fargo's prime rate, currently 3.25%. The Company will also be obligated to pay Wells Fargo an unused revolving line facility fee quarterly in arrears of 0.25% per annum of the average unused portion of the revolving line of credit during such quarterly period. The Loan Agreement contains customary affirmative and negative covenants and requirements relating to the Company and its operations. The affirmative covenants also require the Company to maintain at all times minimum quarterly recurring revenue and minimum liquidity. As of the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2021, the Company's recurring revenue may not less than the amounts reflected in a financial covenant side letter agreement entered into between the Company and Wells Fargo on January 15, 2021 (the “Letter Agreement”). The Letter Agreement specifies minimum quarterly recurring revenue for the first, second, third and fourth quarters of 2021 of $5 million, $5 million, $6 million and $8 million, respectively. The Letter Agreement also specifies minimum quarterly recurring revenue of $8 million for all quarters of 2022. The Loan Agreement provides that the Company liquidity, tested as of the last day of each fiscal quarter, of not less than $5 million, with liquidity generally defined as including the aggregate amount of unrestricted and unencumbered cash and cash equivalents held at such time by the Company in accounts maintained with Wells Fargo or its affiliates in the United States, and the availability under the line of credit. Pursuant to the Loan Agreement, the Company granted a security interest in substantially all of its properties, rights and assets (including certain equity interests of the Company’s subsidiaries). Public Offering On January 29, 2021, the Company closed on the sale of its common stock in a follow-on public offering of the Company's common stock, par value $0.01 per share, with Craig-Hallum Capital Group LLC, as underwriter. In the follow-on offering, the Company issued and sold 3,225,000 base shares plus an additional 483,750 overallotment shares to the underwriter at a price of $6.31125 per share. The price to the public in the offering was $6.75 per share. The net proceeds to the Company for the issuance of the total 3,708,750 shares, after deducting underwriting discounts and commissions and other offering expenses, was approximately $23.1 million. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business and Principles of Consolidation | Nature of Business Qumu Corporation ("Qumu" or the "Company") provides the software solutions to create, manage, secure, distribute and measure the success of live and on-demand video for the enterprise. The Qumu platform enables global organizations to drive employee engagement, increase access to video, and modernize the workplace by providing a more efficient and effective way to share knowledge. The world’s largest organizations leverage the Qumu platform for a variety of cloud, on-premise and hybrid deployments. Use cases including self-service webcasting, sales enablement, internal communications, product training, regulatory compliance and customer engagement. The Company markets its products to customers primarily in North America, Europe and Asia. 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 markets its products and services through regional sales representatives and independent distributors in the United States and international markets. 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 EstimatesThe 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, for which the current carrying amounts approximate fair market values based on quoted market prices or net asset value; warrant liabilities, for which the fair value of $2.9 million at both December 31, 2020 and 2019 is based on the Company's estimates of assumptions that market participants would use in pricing the liabilities. |
Revenue Recognition | Revenue Recognition The Company generates revenue through the sale of enterprise video content management software, hardware, maintenance and support, and professional and other services. Software sales may take the form of a perpetual software license, a cloud-hosted software as a service (SaaS) or a term software license. Software licenses and appliances revenue includes sales of perpetual software licenses and hardware. Service revenue includes SaaS, term software licenses, maintenance and support, and professional and other services. An individual sale can range from a single year agreement for thousands of dollars to a multi-year agreement for over a million dollars. The Company follows a five-step model to assess each sale to a customer: identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time (for cloud-hosted software as a service, maintenance and support, and other services) or at a point in time (for software licenses and hardware). The Company enters into contracts that can include various combinations of software licenses, appliances, maintenance and services, some of which are distinct and are accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each distinct performance obligation, on a relative basis using its standalone selling price. The Company determines the standalone 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. The Company's on-premise term software licenses and technical support for its on-premise term software licenses are distinct from each other. As a result, the software license is recognized upon transfer of control, which is at fulfillment. The revenue allocable to technical support is recognized ratably over the non-cancellable committed term of the agreement. |
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-cancellable 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 Sales 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-cancellable customer contracts and commission clawback provisions in the Company's sales compensation plans. Deferred commission costs included in prepaid expenses and other assets were $745,000 and $380,000 at December 31, 2020 and 2019, respectively. Deferred commission costs in other assets, non-current were $276,000 and $138,000 at December 31, 2020 and 2019, respectively. The Company recognized commissions expense of $2.2 million and $1.9 million during the years ended December 31, 2020 and 2019, respectively. |
Cash and 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. |
Accounts Receivable and 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 | InventoriesInventories are stated at the lower of cost or net realizable value. 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 $184,000 and $350,000 as of December 31, 2020 and 2019, respectively. |
Property and Equipment | Property and EquipmentProperty and equipment are stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from one |
Long-lived Assets | Long-lived AssetsThe 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 | 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, 2020, the Company completed its annual impairment test of goodwill. Based upon that evaluation, the Company determined that its goodwill was not impaired. See Note 3–"Intangible Assets and Goodwill." |
Leases | Leases The Company is a lessee in several non-cancellable operating leases, primarily for office space, and finance leases, for certain IT equipment. Beginning January 1, 2019, the Company accounts for leases in accordance with ASU 2016-02, Leases , and the related amendments (collectively, "Topic 842"). The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right of use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and at the same date as for operating leases, and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments in accounting for leases under Topic 842 include how the Company determines the discount rate it uses to discount the unpaid lease payments to present value, lease term and lease payments. – ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s information. Therefore, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. – The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. – Lease payments included in the measurement of the lease liability include the fixed payments owed over the lease term, termination penalties, amounts expected to be payable under a residual-value guarantee, and the exercise price of an option to purchase the asset if the Company is reasonably certain to exercise the option. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus any prepaid lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. |
Derivative Liability | Derivatives Liability In conjunction with the debt financings completed in October 2016 and January 2018, the Company issued two warrants for the purchase of up to an aggregate of 1,239,286 shares of the Company's common stock, of which one representing 314,286 shares remained outstanding as of December 31, 2020. Subsequent to year end, a portion of the warrants were exercised in a cashless exercise. The exercise resulted in the issuance by the Company of 50,000 shares of common stock and an overall reduction of 75,703 warrant shares. On May 1, 2020, the Company canceled the ESW warrant in exchange for a note payable (see Note 4–"Commitments and Contingencies") which contained an embedded derivative liability that is measured on a recurring basis at fair value. On August 31, 2018, the Company issued a separate warrant to a sales partner for the purchase of up to 100,000 shares of the Company's common stock, which remained outstanding as of December 31, 2020. The Company accounts for the warrants, which are derivative financial instruments, as a current liability based upon the characteristics and provisions of the instruments. The warrants were 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 agreements, to receive cash payment or other consideration at the option of the holder in lieu of the Company's common shares. A warrant liability is 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 option pricing models that are based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock price and 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 for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company's stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding 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. For awards subject to time-based vesting, the Company recognizes stock-based compensation on a straight-line basis over the requisite service period for the entire award. Compensation cost is recognized 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. For awards subject to performance conditions, the Company accounts for compensation expense based upon the grant-date fair value of the awards applied to the best estimate of ultimate performance against the respective targets on a straight-line basis over the requisite vesting period of the awards. The performance conditions require management to make assumptions regarding the likelihood of achieving certain performance goals. Changes in these performance assumptions, as well as differences in actual results from management’s estimates, could result in estimated or actual values different from previously estimated fair values. |
Research and Development Costs | Research and Development Costs Costs related to research, design and development of products are expensed to research and development 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 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 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 asset and 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). The net losses on foreign currency transactions for the years ended December 31, 2020, 2019 and 2018 were $406,000, $260,000 and $55,000, respectively, and are included in other income (expense) in the consolidated statements of operations. |
Net Loss Per Share | Net Loss Per ShareBasic 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 warrants. 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 dilutive warrants that are classified as a liability but may be settled in shares. For the years ended December 31, 2020, 2019 and 2018, the Company reported diluted net loss, as the impact of excluding the warrant income and related potentially dilutive shares was 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 foreign currency translation adjustments. Such items are reported in the consolidated statements of comprehensive income (loss). |
New Accounting Pronouncements | Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) , which changes the fair value measurement disclosure requirements of ASC 820. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. The Company adopted ASU 2018-13 effective January 1, 2020. The impact of adopting this standard was not material to the Company's consolidated financial statements or disclosures. Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40 ). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax) which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company does not believe the impact of adopting this standard will be material to its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The purpose of the amendment is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company does not believe the impact of adopting this standard will be material to its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which supersedes current guidance requiring recognition of credit losses when it is probable that a loss has been incurred. The standard requires the establishment of an allowance for estimated credit losses on financial assets, including trade and other receivables, at each reporting date. The ASU will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company does not believe the impact of adopting this standard will be material to its consolidated financial statements and related disclosures. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 2018 Balance at beginning of year $ 45 $ 61 $ 21 Write-offs (28) (6) — Change in provision 25 (10) 40 Balance at end of year $ 42 $ 45 $ 61 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): December 31, 2020 2019 Computer, network equipment and furniture $ 1,602 $ 2,381 Leasehold improvements 23 735 Total property and equipment 1,625 3,116 Less accumulated depreciation and amortization (1,376) (2,520) Total property and equipment, net $ 249 $ 596 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 Customer Relationships Developed Technology Trademarks / Trade-Names Total Original cost $ 4,945 $ 8,256 $ 2,184 $ 15,385 Accumulated amortization (3,861) (8,151) (1,230) (13,242) Net identifiable intangible assets $ 1,084 $ 105 $ 954 $ 2,143 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 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense of intangible assets consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Amortization expense associated with the developed technology included in cost of revenues $ 286 $ 455 $ 1,024 Amortization expense associated with other acquired intangible assets included in operating expenses 657 757 904 Total amortization expense $ 943 $ 1,212 $ 1,928 |
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, 2021 $ 752 2022 552 2023 309 2024 141 2025 141 Thereafter 248 Total $ 2,143 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Information | Other information related to leases is as follows (in thousands): December 31, 2020 2019 Supplemental cash flow information: Reduction in operating lease right of use assets and lease liabilities due to reassessment of lease terms $ 433 $ — Cash paid for amounts included in the measurement of lease liabilities Operating cash flow from operating leases $ 522 $ 432 Financing cash flow from finance leases 83 77 ROU assets obtained in exchange for new lease obligations Operating leases $ 47 $ — Finance leases 106 148 Weighted-average remaining lease term: Operating leases 1.7 years 3.8 years Finance leases 2.2 years 2.0 years Weighted-average discount rate: Operating leases 10.0 % 10.0 % Finance leases 6.2 % 6.2 % |
Assets And Liabilities, Lessee | The Company's ROU assets and lease liabilities were reported in the consolidated balance sheet as follows (in thousands): December 31, Leases Classification on Balance Sheet 2020 2019 Assets Operating Right of use assets – operating leases $ 332 $ 1,746 Finance Property and equipment 124 130 Total lease assets $ 456 $ 1,876 Liabilities Current Operating Operating lease liabilities $ 735 $ 587 Finance Financing obligations 110 83 Non-current Operating Operating lease liabilities, non-current 554 1,587 Finance Financing obligations, non-current 75 83 Total lease liabilities $ 1,474 $ 2,340 |
Schedule of capital leased assets | The components of lease cost were as follows (in thousands): December 31, 2020 2019 Operating lease cost $ 1,041 $ 526 Finance lease cost: Amortization of right of use assets 112 106 Interest on lease liabilities 7 11 Total finance cost 119 117 Total lease cost $ 1,160 $ 643 |
Schedule of future minimum lease payments for capital leases | Future payments used in the measurement of lease liabilities on the consolidated balance sheet as of December 31, 2020 are as follows (in thousands): Operating Finance 2021 $ 811 $ 117 2022 552 42 2023 — 37 2024 — — 2025 — — Thereafter — — Total undiscounted lease payments 1,363 196 Less amount representing interest (74) (11) Present value of lease liabilities $ 1,289 $ 185 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The Company’s 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, 2020 and 2019 (in thousands): Fair Value Measurements Using Total Fair Quoted Prices in Significant Other Significant Liabilities: Warrant liability - Hale $ 2,245 $ — $ — $ 2,245 Warrant liability - iStudy 665 — — 665 Warrant liability $ 2,910 $ — $ — $ 2,910 Derivative liability $ 37 $ — $ — $ 37 Total $ 2,947 $ — $ — $ 2,947 Fair Value Measurements Using Total Fair Quoted Prices in Significant Other Significant 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 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table represents the significant unobservable input used in the fair value measurement of Level 3 warrant liability instruments: December 31, 2020 Probability-weighted timing of change in control 4.9 years |
Fair Value Measurements, Recurring and Nonrecurring | The following table summarizes the changes in fair value measurements for the year ended December 31, 2020: Warrant liability Derivative liability Total Balance at December 31, 2019 $ 2,939 $ — $ 2,939 Cancellation of ESW warrant liability (Note 4) (1,855) — (1,855) Issuance of derivative liability upon cancellation of ESW warrant — 140 140 Change in fair value 1,826 (103) 1,723 Balance at December 31, 2020 $ 2,910 $ 37 $ 2,947 |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2020 and 2019, the following warrants for the purchase of Qumu's common stock were outstanding and exercisable: Number of underlying warrant shares Warrant exercise price December 31, Warrant expiration date Description 2020 2019 Warrant issued in conjunction with October 2016 debt financing ("Hale warrant") 314,286 314,286 $ 2.80 October 21, 2026 Warrant issued in conjunction with January 2018 debt financing ("ESW warrant") — 925,000 $ 1.96 January 12, 2028 Warrant issued to sales partner, iStudy Co., Ltd. ("iStudy warrant") 100,000 100,000 $ 2.43 August 31, 2028 Total warrants outstanding 414,286 1,339,286 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [Abstract] | |
Disaggregation of Revenue | Revenues by product category and geography The Company combines its products and services into three product categories and three geographic regions, based on customer location, as follows (in thousands): Year Ended 2020 2019 2018 Software licenses and appliances $ 6,762 $ 4,903 $ 5,814 Service Subscription, maintenance and support 19,555 18,249 17,132 Professional services and other 2,755 2,210 2,067 Total service 22,310 20,459 19,199 Total revenues $ 29,072 $ 25,362 $ 25,013 Year Ended 2020 2019 2018 North America $ 20,073 $ 16,588 $ 16,639 Europe 7,693 7,527 6,453 Asia 1,306 1,247 1,921 Total $ 29,072 $ 25,362 $ 25,013 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [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, 2020 2019 2018 Stock-based compensation cost charged against loss, before income tax benefit Stock options $ 424 $ 331 $ 326 Restricted stock and restricted stock units 754 521 566 Performance stock units — 5 190 Total stock-based compensation costs $ 1,178 $ 857 $ 1,082 Stock-based compensation cost included in: Cost of revenues $ 36 $ 26 $ 34 Operating expenses 1,142 831 1,048 Total stock-based compensation costs $ 1,178 $ 857 $ 1,082 |
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, 2020 2019 2018 Expected life of options in years 4.50 - 4.75 4.70 - 4.75 4.54 - 4.75 Risk-free interest rate 0.2% - 0.4% 1.8% - 2.5% 2.6% - 2.9% Expected volatility 75.3% - 76.3% 69.7% - 73.6% 69.6% - 70.5% 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): (In thousands, except per share data) Shares Weighted Average Exercise Price Weighted Aggregate Intrinsic Value (1) Options outstanding at December 31, 2017 1,288 $ 6.18 Granted 758 2.24 Exercised — — Canceled (604) 7.60 Options outstanding at December 31, 2018 1,442 3.51 Granted 39 3.11 Exercised (40) 2.55 Canceled (381) 5.20 Options outstanding at December 31, 2019 1,060 2.93 Granted 658 4.90 Exercised (295) 2.63 Canceled (158) 4.31 Options outstanding at December 31, 2020 1,265 3.85 2.9 $ 5,317 Total vested and expected to vest as of December 31, 2020 1,265 3.85 2.9 $ 5,317 Options exercisable as of: December 31, 2018 572 $ 5.29 December 31, 2019 540 3.51 December 31, 2020 394 2.96 3.5 $ 2,069 ________________________________________________________________ (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, 2020 2019 2018 Fair value of options granted $ 1,891 $ 71 $ 982 Per share weighted average fair value of options granted $ 2.87 $ 1.83 $ 1.30 Total intrinsic value of stock options exercised $ 707 $ 55 $ — |
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 Nonvested at December 31, 2017 218 $ 3.87 Granted 279 2.17 Vested (186) 3.66 Canceled (3) 14.78 Nonvested at December 31, 2018 308 2.38 Granted 230 3.16 Vested (198) 2.53 Canceled (31) 2.25 Nonvested at December 31, 2019 309 2.87 Granted 577 4.50 Vested (244) 2.23 Canceled (114) 3.22 Nonvested at December 31, 2020 528 $ 4.52 |
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, 2020 2019 2018 Per share weighted average grant-date fair value of restricted stock and restricted stock units granted $ 4.50 $ 3.16 $ 2.17 Total fair value of restricted stock and restricted stock units vested $ 903 $ 749 $ 377 |
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | A summary of performance stock units activity is presented in the table below (in thousands): Number of Units 2018 Performance Stock Units 2017 Performance Stock Units Total Performance Stock Units Nonvested at December 31, 2017 — 140 140 Granted 169 — 169 Vested — (116) (116) Canceled (21) (24) (45) Nonvested at December 31, 2018 148 — 148 Granted — — — Vested (98) — (98) Canceled (9) — (9) Nonvested at December 31, 2019 41 — 41 Granted — — — Vested — — — Canceled (41) — (41) Nonvested at December 31, 2020 — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Loss before income taxes: Domestic $ (7,435) $ (5,466) $ (1,631) Foreign (2,071) (1,171) (1,688) Total loss before income taxes $ (9,506) $ (6,637) $ (3,319) |
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, 2020 2019 2018 Current: U.S. Federal $ — $ — $ (8) State 61 17 591 Foreign (368) (246) (314) Total current (307) (229) 269 Deferred: U.S. Federal — — — State (8) 8 11 Foreign 9 27 18 Total deferred 1 35 29 Total provision for income tax expense (benefit) $ (306) $ (194) $ 298 |
Total income tax expense differs from the expected income tax expense | Total income tax expense (benefit) differs from the expected income tax expense (benefit), computed by applying the federal statutory rate of 21% in 2020, 2019 and 2018, to earnings before income taxes as follows (in thousands): Year Ended December 31, 2020 2019 2018 Expected income tax benefit $ (1,997) $ (1,393) $ (697) Federal R&D credit (67) (54) (32) Refundable AMT credit — — (12) Effect of deferred rate change — — 8 Foreign tax 76 27 38 Non-deductible equity expense 258 15 13 Non-deductible stock issuance costs (82) 3 85 Foreign unremitted earnings — — 130 Change in valuation allowance 1,655 1,379 408 State income taxes, net of federal tax effect (168) (219) 455 Other, net 19 48 (98) Total provision for income tax expense (benefit) $ (306) $ (194) $ 298 |
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, 2020 2019 Deferred tax assets: Inventory provisions and uniform capitalization $ 1 $ — Accounts receivable allowances 8 8 Non-qualified stock option and restricted stock expense 245 220 Deferred revenue 302 218 Lease liabilities 199 290 Loss and credit carryforwards of U.S. subsidiary 25,844 24,717 Loss carryforward of foreign subsidiaries 91 145 Excess interest expense 420 496 Other accruals and reserves 326 101 Total deferred tax assets before valuation allowance 27,436 26,195 Less valuation allowance (26,999) (25,406) Total deferred tax assets $ 437 $ 789 Deferred tax liabilities: Acquired intangibles $ (347) $ (465) Right of use assets (78) (207) Fixed assets 7 (26) Other — (70) Total deferred tax liabilities $ (418) $ (768) Total net deferred tax assets $ 19 $ 21 |
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, 2020 2019 Gross unrecognized tax benefits at beginning of year $ 1,780 $ 1,724 Increases related to: Prior year income tax positions — 7 Current year income tax positions 57 49 Decreases related to: Prior year income tax positions - closure of statute of limitations (1) — Gross unrecognized tax benefits at end of year $ 1,836 $ 1,780 |
Computation of Net Loss per S_2
Computation of Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share, Basic [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table identifies the components of net loss per basic and diluted share (in thousands, except for per share data): Year Ended December 31, 2020 2019 2018 Net loss per share – basic Net loss $ (9,200) $ (6,443) $ (3,617) Weighted average shares outstanding – basic 13,612 10,395 9,499 Net loss per share – basic $ (0.68) $ (0.62) $ (0.38) Net loss per share – diluted Loss attributable to common shareholders: Net loss $ (9,200) $ (6,443) $ (3,617) Numerator effect of dilutive securities Warrants (294) (105) (161) Loss attributable to common shareholders $ (9,494) $ (6,548) $ (3,778) Weighted averages shares outstanding – diluted: Weighted average shares outstanding – basic 13,612 10,395 9,499 Denominator effect of dilutive securities Warrants 15 19 107 Weighted average shares outstanding – diluted 13,627 10,414 9,606 Net loss per share – diluted $ (0.70) $ (0.63) $ (0.39) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Stock options, warrants and restricted stock units to acquire common shares excluded from the computation of diluted weighted-average common shares as their effect is anti-dilutive were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Stock options 1,150 1,299 1,273 Warrants 414 1,025 348 Restricted stock units 284 124 150 Total anti-dilutive 1,848 2,448 1,771 |
Significant Customers and Geo_2
Significant Customers and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of sale amounts and related accounts receivable balances generated by unaffiliated customers that provided more than 10% of consolidated revenues | One customer accounting for more than 10% of the Company’s total revenue is as follows (in thousands): Year Ended December 31, Revenues 2020 2019 2018 Customer A $ 6,442 * * _________________________________________________ * No customer exceeded 10% of total revenue Customers accounting for more than 10% of the Company’s accounts receivable are as follows (in thousands): December 31, Accounts Receivable 2020 2019 Customer B $ 918 * Customer C $ 535 $ 677 Customer D * $ 550 Customer E * $ 471 |
Schedule of net property and equipment location | Net property and equipment of the Company were located as follows (in thousands): December 31, 2020 2019 United States $ 180 $ 442 United Kingdom 34 96 India 35 58 Total $ 249 $ 596 |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)segmentreporting_unitshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of segments | segment | 1 | ||
Number of reporting units | reporting_unit | 1 | ||
Right of use assets – operating leases | $ 332 | $ 1,746 | |
Operating lease, liability | 1,289 | ||
Contract assets | 467 | 1,089 | |
Capitalized Contract Cost, Amortization | 2,200 | 1,900 | |
Inventory, net | $ 184 | $ 350 | |
Warrant shares (in shares) | shares | 414,286 | 1,339,286 | |
Foreign currency transaction gain (loss), before tax | $ (406) | $ (260) | $ (55) |
Hale Capital and ESW, Inc. | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant shares (in shares) | shares | 1,239,286 | ||
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 | 5 years | ||
Prepaid Expenses and Other Current Assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract assets | $ 745 | $ 380 | |
Other Noncurrent Assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract with Customer, Asset, Net, Noncurrent | $ 276 | $ 138 |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $ 45 | $ 61 | $ 21 |
Write-offs | (28) | (6) | 0 |
Change in provision | 25 | (10) | 40 |
Balance at end of year | $ 42 | $ 45 | $ 61 |
Property and Equipment Schedule
Property and Equipment Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,625 | $ 3,116 |
Less accumulated depreciation and amortization | (1,376) | (2,520) |
Total property, plant & equipment, net | 249 | 596 |
Computer, network equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,602 | 2,381 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23 | $ 735 |
Property and Equipment Narrativ
Property and Equipment Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 575 | $ 314 | $ 438 |
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment | 979 | ||
Property, Plant and Equipment, Disposals | 979 | ||
Facility Closing | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 280 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill Changes In Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of purchased intangibles | $ 943 | $ 1,212 | $ 1,928 |
Original cost | 15,385 | 15,195 | |
Accumulated amortization | (13,242) | (12,120) | |
Net identifiable intangible assets | 2,143 | 3,075 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Original cost | 4,945 | 4,878 | |
Accumulated amortization | (3,861) | (3,293) | |
Net identifiable intangible assets | 1,084 | 1,585 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Original cost | 8,256 | 8,135 | |
Accumulated amortization | (8,151) | (7,741) | |
Net identifiable intangible assets | 105 | 394 | |
Trademarks / trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Original cost | 2,184 | 2,182 | |
Accumulated amortization | (1,230) | (1,086) | |
Net identifiable intangible assets | $ 954 | $ 1,096 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill Amortization expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of purchased intangibles | $ 943 | $ 1,212 | $ 1,928 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of purchased intangibles | 286 | 455 | 1,024 |
Operating expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of purchased intangibles | $ 657 | $ 757 | $ 904 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill Intangible Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2021 | $ 752 |
2022 | 552 |
2023 | 309 |
2024 | 141 |
2025 | 141 |
Thereafter | 248 |
Other Finite-Lived Intangible Assets, Gross | $ 2,143 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill Narrative (Details) - USD ($) | Oct. 03, 2014 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 7,455,000 | $ 7,203,000 | |
Goodwill impairment | 0 | ||
Kulu Valley Ltd | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill acquired during period | $ 8,800,000 | ||
Goodwill | $ 7,500,000 | ||
Intangible assets acquired during period | $ 6,700,000 |
Commitments and Contingencies N
Commitments and Contingencies Narrative (Details) | May 01, 2020USD ($)$ / sharesshares | Nov. 07, 2019USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Jan. 12, 2018$ / sharesshares |
Loss Contingencies [Line Items] | ||||||
Lessee, Operating Lease, Term of Contract | 3 years | |||||
Lessee, Operating Lease, Renewal Term | 5 years | |||||
Gain (Loss) on Termination of Lease | $ 0 | $ 21,000 | $ 0 | |||
Sublease Income | $ 0 | 105,000 | 160,000 | |||
Number of office spaces | 2 | |||||
Proceeds from sale of BriefCam, Ltd. | $ 0 | 41,000 | 9,778,000 | |||
Loss on debt extinguishment | 0 | 348,000 | 1,189,000 | |||
Proceeds from Issuance of Common Stock | $ 8,200,000 | $ 0 | $ 8,201,000 | 0 | ||
Warrant shares (in shares) | shares | 414,286 | 1,339,286 | ||||
Note payable | $ 1,800,000 | $ 0 | ||||
Operating Lease, reduction of right of use asset and leases liability | 433,000 | |||||
Depreciation and amortization | 1,518,000 | $ 1,526,000 | $ 2,366,000 | |||
Facility Closing | ||||||
Loss Contingencies [Line Items] | ||||||
Operating Leases, Rent Expense | 637,000 | |||||
Depreciation and amortization | $ 280,000 | |||||
ESW Holdings, Inc. | ||||||
Loss Contingencies [Line Items] | ||||||
Term loan, at face value | $ 1,833,000 | |||||
Basis spread on variable rate | 4.00% | |||||
Class Of Warrant Or Right, Additional Payments Potentially Required | $ 150,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 7.25% | |||||
Note payable | $ 1,715,000 | |||||
Notes payable, fair value | $ 1,800,000 | |||||
ESW Holdings, Inc. | ||||||
Loss Contingencies [Line Items] | ||||||
Warrant shares (in shares) | shares | 925,000 | 0 | 925,000 | 925,000 | ||
Warrant, exercise price (in dollars per share) | $ / shares | $ 1.96 | $ 1.96 | ||||
Cash settlement value of warrant instrument | $ 1,983,000 | |||||
Minneapolis Headquarters | ||||||
Loss Contingencies [Line Items] | ||||||
Restructuring costs and asset impairment charges | $ 177,000 |
Commitments and Contingencies S
Commitments and Contingencies Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 1,041 | $ 526 |
Amortization of right of use assets | 112 | 106 |
Interest on lease liabilities | 7 | 11 |
Total finance cost | 119 | 117 |
Total lease cost | $ 1,160 | $ 643 |
Commitments and Contingencies L
Commitments and Contingencies Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Right of use assets – operating leases | $ 332 | $ 1,746 |
Property and equipment | 124 | 130 |
Total lease assets | 456 | 1,876 |
Current | ||
Operating lease liabilities | 735 | 587 |
Financing obligations | 110 | 83 |
Non-current | ||
Operating lease liabilities, non-current | 554 | 1,587 |
Financing obligations, non-current | 75 | 83 |
Lease, Liability | $ 1,474 | $ 2,340 |
Commitments and Contingencies_2
Commitments and Contingencies Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||
Operating cash flow from operating leases | $ 522 | $ 432 |
Financing cash flow from finance leases | 83 | 77 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 47 | 0 |
Finance leases | $ 106 | $ 148 |
Weighted-average remaining lease term: Operating leases | 1 year 8 months 12 days | 3 years 9 months 18 days |
Weighted-average remaining lease term: Financing leases | 2 years 2 months 12 days | 2 years |
Weighted-average discount rate: Operating leases | 10.00% | 10.00% |
Weighted-average discount rate: Financing leases | 6.20% | 6.20% |
Property and equipment | $ 124 | $ 130 |
Financing obligations, non-current | 75 | 83 |
Lease, Liability | 1,474 | 2,340 |
Reduction due to reassessment of lease terms | $ 433 | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies Schedule of Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating leases | |
2021 | $ 811 |
2022 | 552 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted lease payments | 1,363 |
Less amount representing interest | (74) |
Present value of lease liabilities | 1,289 |
Finance leases | |
2021 | 117 |
2022 | 42 |
2023 | 37 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted lease payments | 196 |
Less amount representing interest | (11) |
Present value of lease liabilities | $ 185 |
Commitments and Contingencies_4
Commitments and Contingencies Subleases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lease Contract Termination [Roll Forward] | |||
Sublease Income | $ 0 | $ 105,000 | $ 160,000 |
Commitments and Contingencies T
Commitments and Contingencies Term Loan (Details) - USD ($) | May 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 12, 2018 |
Class of Warrant or Right [Line Items] | |||||
Warrant shares (in shares) | 414,286 | 1,339,286 | |||
Proceeds from sale of BriefCam, Ltd. | $ 0 | $ 41,000 | $ 9,778,000 | ||
Debt Instrument [Line Items] | |||||
Note payable | $ 1,800,000 | $ 0 | |||
ESW Holdings, Inc. | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant shares (in shares) | 925,000 | 0 | 925,000 | 925,000 | |
Cash settlement value of warrant instrument | $ 1,983,000 | ||||
ESW Holdings, Inc. | |||||
Class of Warrant or Right [Line Items] | |||||
Notes payable, fair value | 1,800,000 | ||||
Term loan, at face value | 1,833,000 | ||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,833,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 7.25% | ||||
Basis spread on variable rate | 4.00% | ||||
Note payable | $ 1,715,000 | ||||
Notes payable, fair value | 1,800,000 | ||||
Class Of Warrant Or Right, Additional Payments Potentially Required | $ 150,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 01, 2020 | Aug. 31, 2018 | Jan. 12, 2018 | Oct. 21, 2016 | |
Class of Warrant or Right [Line Items] | |||||||
Warrant shares (in shares) | 414,286 | 1,339,286 | |||||
Change in fair value of warrant | $ (1,826) | $ (141) | $ 368 | ||||
Hale Capital, LLP | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant shares (in shares) | 314,286 | 314,286 | |||||
Warrant, exercise price (in dollars per share) | $ 2.80 | ||||||
ESW Holdings, Inc. | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant shares (in shares) | 0 | 925,000 | 925,000 | 925,000 | |||
Warrant, exercise price (in dollars per share) | $ 1.96 | $ 1.96 | |||||
iStudy Co., Ltd. | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant shares (in shares) | 100,000 | 100,000 | 100,000 | ||||
Warrant, exercise price (in dollars per share) | $ 2.43 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurements Levels (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | May 01, 2020 | Dec. 31, 2019 | Aug. 31, 2018 | Jan. 12, 2018 | Oct. 21, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrant shares (in shares) | 414,286 | 1,339,286 | ||||
ESW Holdings, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrant shares (in shares) | 0 | 925,000 | 925,000 | 925,000 | ||
Warrants and Rights Outstanding, Maturity Date | Jan. 12, 2028 | |||||
Hale Capital, LLP | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrant shares (in shares) | 314,286 | 314,286 | ||||
Warrants and Rights Outstanding, Maturity Date | Oct. 21, 2026 | |||||
iStudy Co., Ltd. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Warrant shares (in shares) | 100,000 | 100,000 | 100,000 | |||
Warrants and Rights Outstanding, Maturity Date | Aug. 31, 2028 | |||||
Fair value, measurements, recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | $ 2,947 | $ 2,900 | ||||
Fair value, measurements, recurring | Fair Value, Inputs, Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | |||||
Fair value, measurements, recurring | Fair Value, Inputs, Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | |||||
Fair value, measurements, recurring | Fair Value, Inputs, Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 2,947 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 2,947 | 2,939 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (1,855) | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 140 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 1,723 | |||||
Fair value, measurements, recurring | Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 2,910 | 2,939 | ||||
Fair value, measurements, recurring | Warrants | ESW Holdings, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 2,149 | |||||
Fair value, measurements, recurring | Warrants | Hale Capital, LLP | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 2,245 | 645 | ||||
Fair value, measurements, recurring | Warrants | iStudy Co., Ltd. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 665 | 145 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | 0 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 1 | ESW Holdings, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | |||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 1 | Hale Capital, LLP | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | 0 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 1 | iStudy Co., Ltd. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | 0 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | 0 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 2 | ESW Holdings, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | |||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 2 | Hale Capital, LLP | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | 0 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 2 | iStudy Co., Ltd. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | 0 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 2,910 | 2,939 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 2,910 | 2,939 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (1,855) | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 1,826 | |||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 3 | ESW Holdings, Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 2,149 | |||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 3 | Hale Capital, LLP | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 2,245 | 645 | ||||
Fair value, measurements, recurring | Warrants | Fair Value, Inputs, Level 3 | iStudy Co., Ltd. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 665 | 145 | ||||
Fair value, measurements, recurring | Derivative | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 37 | |||||
Fair value, measurements, recurring | Derivative | Fair Value, Inputs, Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | |||||
Fair value, measurements, recurring | Derivative | Fair Value, Inputs, Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 0 | |||||
Fair value, measurements, recurring | Derivative | Fair Value, Inputs, Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liability | 37 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 37 | $ 0 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 140 | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (103) |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss) | $ (1,826) | $ (141) | $ 368 |
Fair value, measurements, recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Beginning balance | 2,900 | ||
Ending balance | 2,947 | $ 2,900 | |
Fair value, inputs, level 3 | Fair value, measurements, recurring | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Ending balance | $ 2,947 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Inputs (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Unobservable input, range high, low and weighted average | 4 years 10 months 24 days |
Stockholders' Equity Common Sto
Stockholders' Equity Common Stock Offering (Details) - USD ($) $ in Thousands | Nov. 07, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 12, 2019 |
Common Stock Offering [Abstract] | |||||
Stock Issued During Period, Shares, New Issues | 3,652,000 | ||||
Proceeds from Issuance of Common Stock | $ 8,200 | $ 0 | $ 8,201 | $ 0 | |
Payment of debt, accrued interest and prepayment fee | $ 4,800 | ||||
Proceeds from issuance of stock, after costs and extinguishment of debt | $ 3,400 |
Stockholders' Equity Common S_2
Stockholders' Equity Common Stock Repurchase Program (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock [Abstract] | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 3,500,000 | ||
Stock Repurchased During Period, Shares | 0 | 0 | 0 |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 778,365 |
Revenue Nature of Products and
Revenue Nature of Products and Services (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Term of cloud-hosted software as a service [Line Items] | |
Periodic Updates to SaaS Arrangements | 1 year |
Maximum | |
Term of cloud-hosted software as a service [Line Items] | |
Periodic Updates to SaaS Arrangements | 3 years |
Revenue Revenue by Product Cate
Revenue Revenue by Product Category and Geography (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)regioncategory | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 29,072 | $ 25,362 | $ 25,013 |
Number Of Product Categories | category | 3 | ||
Number Of Geographic Regions | region | 3 | ||
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 20,073 | 16,588 | 16,639 |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,693 | 7,527 | 6,453 |
India | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,306 | 1,247 | 1,921 |
Software license and appliances | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,762 | 4,903 | 5,814 |
Service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 22,310 | 20,459 | 19,199 |
Subscription, maintenance and support | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 19,555 | 18,249 | 17,132 |
Professional services and other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,755 | $ 2,210 | $ 2,067 |
Revenue Contract Balances (Deta
Revenue Contract Balances (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue [Abstract] | |||
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ 0 | $ 0 | $ 0 |
Contract assets | 467,000 | 1,089,000 | |
Contract with Customer, Liability | $ 16,400,000 | $ 11,600,000 | |
Contract with Customer, Liability, Revenue Recognized | 9,800,000 | ||
Revenue, Remaining Performance Obligation, Amount | $ 28,300,000 | ||
Revenue, Performance Obligation, Description of Timing | 30 to 60 days |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 28.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 16 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | Jul. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,730,320 | |||||
Stock-based compensation cost | $ 1,178,000 | $ 857,000 | $ 1,082,000 | |||
Other comprehensive loss, net of taxes | $ 440,000 | 46,000 | (10,000) | |||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock option compensation expense not yet recognized | 1,900,000 | |||||
Weighted-average period for recognition of cost not yet recognized | 2 years 9 months 18 days | |||||
Stock-based compensation cost | $ 424,000 | 331,000 | 326,000 | |||
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 | 1,900,000 | |||||
Weighted-average period for recognition of cost not yet recognized | 2 years 10 months 24 days | |||||
Stock-based compensation cost | $ 754,000 | $ 521,000 | $ 566,000 | |||
Nonvested restricted stock or performance stock units granted during year | 577,000 | 230,000 | 279,000 | |||
Performance stock units forfeited during year | (114,000) | (31,000) | (3,000) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 244,000 | 198,000 | 186,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 528,000 | 309,000 | 308,000 | 218,000 | ||
Performance shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation cost | $ 0 | $ 5,000 | $ 190,000 | |||
Nonvested restricted stock or performance stock units granted during year | 0 | 0 | 169,000 | |||
Performance stock units forfeited during year | (41,000) | (9,000) | (45,000) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | 98,000 | 116,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 41,000 | 148,000 | 140,000 | ||
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 Available for Grant | 640,205 | |||||
Granted non-qualified options to purchase shares of common stock | 658,000 | 39,000 | 758,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,265,000 | 1,060,000 | 1,442,000 | 1,288,000 | ||
2007 Stock Incentive Plan | Performance shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 0 | |||||
2018 Performance Stock Units | Restricted stock and restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested restricted stock or performance stock units granted during year | 98,492 | |||||
2018 Performance Stock Units | Performance shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested restricted stock or performance stock units granted during year | 0 | 0 | 169,000 | |||
Performance stock units forfeited during year | (41,000) | (9,000) | (21,000) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | 98,000 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 40,599 | 148,000 | 0 | ||
2017 Performance Stock Units | Performance shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested restricted stock or performance stock units granted during year | 0 | 0 | 0 | |||
Performance stock units forfeited during year | 0 | 0 | (24,000) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 22.10% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | 0 | 116,168 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 0 | 0 | 140,493 | ||
Other comprehensive loss, net of taxes | $ 25,726 | |||||
Non-shareholder approved plan | Equity Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted non-qualified options to purchase shares of common stock | 457,692 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years |
Stock-Based Compensation Schedu
Stock-Based Compensation Schedule Of Share-Based Payment Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | $ 1,178 | $ 857 | $ 1,082 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | 36 | 26 | 34 |
Operating expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | 1,142 | 831 | 1,048 |
Restricted stock and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | 754 | 521 | 566 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | 424 | 331 | 326 |
Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | $ 0 | $ 5 | $ 190 |
Stock-Based Compensation Sche_2
Stock-Based Compensation Schedule of Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum risk free interest rate | 0.20% | 1.80% | 2.60% |
Maximum risk free interest rate | 0.40% | 2.50% | 2.90% |
Expected minimum volatility rate | 75.30% | 69.70% | 69.60% |
Expected maximum volatility rate | 76.30% | 73.60% | 70.50% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options (in years) | 4 years 6 months | 4 years 8 months 12 days | 4 years 6 months 14 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options (in years) | 4 years 9 months | 4 years 9 months | 4 years 9 months |
Stock-Based Compensation Sche_3
Stock-Based Compensation Schedule of Share-based Compensation Rollforward (Details) - 2007 Stock Incentive Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Options outstanding, beginning of year (in shares) | 1,060 | 1,442 | 1,288 |
Number of options granted | 658 | 39 | 758 |
Options exercised (in shares) | (295) | (40) | 0 |
Options canceled (in shares) | (158) | (381) | (604) |
Weighted-average remaining contractual term for options outstanding (In years) | 2 years 10 months 24 days | ||
Options outstanding, end of year (in shares) | 1,265 | 1,060 | 1,442 |
Weighted-average remaining contractual term for options outstanding (In years) | 2 years 10 months 24 days | ||
Options vested and expected to vest (in shares) | 1,265 | ||
Options subject to exercise (in shares) | 394 | 540 | 572 |
Weighted Average Exercise Price | |||
Options outstanding, weighted-average exercise price, beginning of year (dollars per share) | $ 2.93 | $ 3.51 | $ 6.18 |
Options granted, weighted-average exercise price (dollars per share) | 4.90 | 3.11 | 2.24 |
Options exercised, weighted-average exercise price (dollars per share) | 2.63 | 2.55 | 0 |
Options canceled, weighted-average exercise price (dollars per share) | 4.31 | 5.20 | 7.60 |
Options outstanding, weighted-average exercise price, end of year (dollars per share) | 3.85 | 2.93 | 3.51 |
Weighted-average exercise price for options subject to exercise (dollars per share) | $ 2.96 | $ 3.51 | $ 5.29 |
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 3 years 6 months | ||
Aggregate intrinsic value of options outstanding (value) | $ 5,317 | ||
Weighted-average exercise price for options vested and expected to vest (dollars per share) | $ 3.85 | ||
Aggregate intrinsic value for options subject to exercise (value) | $ 2,069 | ||
Aggregate intrinsic value of options vested and expected to vest (value) | $ 5,317 |
Stock-Based Compensation Sche_4
Stock-Based Compensation Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Fair value of options granted | $ 1,891 | $ 71 | $ 982 |
Per share weighted average fair value of options granted (dollars per share) | $ 2.87 | $ 1.83 | $ 1.30 |
Total intrinsic value of stock options exercised | $ 707 | $ 55 | $ 0 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | |||
Nonvested at beginning period (in shares) | 309 | 308 | 218 |
Granted (in shares) | 577 | 230 | 279 |
Vested (in shares) | (244) | (198) | (186) |
Canceled (in shares) | (114) | (31) | (3) |
Nonvested at period end (in shares) | 528 | 309 | 308 |
Weighted Average Grant-Date Fair Value | |||
Nonvested at beginning period (in dollars per share) | $ 2.87 | $ 2.38 | $ 3.87 |
Granted (in dollars per share) | 4.50 | 3.16 | 2.17 |
Vested (in dollars per share) | 2.23 | 2.53 | 3.66 |
Canceled (in dollars per share) | 3.22 | 2.25 | 14.78 |
Nonvested at period end (in dollars per share) | $ 4.52 | $ 2.87 | $ 2.38 |
Stock-Based Compensation Sche_5
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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) | $ 4.50 | $ 3.16 | $ 2.17 |
Total fair value of restricted stock and restricted stock units vested | $ 903 | $ 749 | $ 377 |
Stock-Based Compensation Sche_6
Stock-Based Compensation Schedule of Performance Stock Units (Details) - Performance shares - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Units | |||
Nonvested at beginning period (in shares) | 41,000 | 148,000 | 140,000 |
Granted (in shares) | 0 | 0 | 169,000 |
Vested (in shares) | 0 | (98,000) | (116,000) |
Canceled (in shares) | (41,000) | (9,000) | (45,000) |
Nonvested at period end (in shares) | 0 | 41,000 | 148,000 |
2018 Performance Stock Units | |||
Number of Units | |||
Nonvested at beginning period (in shares) | 40,599 | 148,000 | 0 |
Granted (in shares) | 0 | 0 | 169,000 |
Vested (in shares) | 0 | (98,000) | 0 |
Canceled (in shares) | (41,000) | (9,000) | (21,000) |
Nonvested at period end (in shares) | 0 | 40,599 | 148,000 |
2017 Performance Stock Units | |||
Number of Units | |||
Nonvested at beginning period (in shares) | 0 | 0 | 140,493 |
Granted (in shares) | 0 | 0 | 0 |
Vested (in shares) | 0 | 0 | (116,168) |
Canceled (in shares) | 0 | 0 | (24,000) |
Nonvested at period end (in shares) | 0 | 0 | 0 |
401 (K) Savings Plan (Details)
401 (K) Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Profit Sharing And Savings Plan [Abstract] | |||
Maximum employee contribution, percentage | 100.00% | ||
Employer matching contributions | $ 303 | $ 296 | $ 281 |
Sale of Investment in Softwar_2
Sale of Investment in Software Company (Details) - USD ($) | Oct. 31, 2018 | Jul. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||
Gain on sale of BriefCam, Ltd. | $ 0 | $ (41,000) | $ (6,602,000) | ||
BriefCam, Canon Inc | |||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||
Proceeds from Sale of Other Investments | $ 100,000 | $ 9,700,000 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation Allowance [Line Items] | |||
Operating loss carryforwards | $ 2,100,000 | ||
Loss carryforward of foreign subsidiary and joint venture | $ 91,000 | 145,000 | |
Federal and state research and development credit carryforwards | 3,500,000 | ||
Unrecognized tax benefit that would affect the effective tax rate | 608,000 | ||
Interest and penalties related to unrecognized tax benefits accrued | 50,000 | $ 28,000 | |
Interest and penalties recognized related to unrecognized tax expense (benefits) | $ (22,300) | $ (22,000) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Domestic Tax Authority | |||
Valuation Allowance [Line Items] | |||
Operating loss carryforwards | $ 94,000,000 | ||
State and Local Jurisdiction | |||
Valuation Allowance [Line Items] | |||
Operating loss carryforwards | $ 66,300,000 |
Income Taxes Component of Incom
Income Taxes Component of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (7,435) | $ (5,466) | $ (1,631) |
Foreign | (2,071) | (1,171) | (1,688) |
Total loss before income taxes | $ (9,506) | $ (6,637) | $ (3,319) |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense (Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Current U.S. Federal | $ 0 | $ 0 | $ (8) |
Current State | 61 | 17 | 591 |
Current Foreign | (368) | (246) | (314) |
Total current | (307) | (229) | 269 |
Deferred U.S. Federal | 0 | 0 | 0 |
Deferred State | (8) | 8 | 11 |
Deferred Foreign | 9 | 27 | 18 |
Total deferred | 1 | 35 | 29 |
Income tax expense (benefit) | $ (306) | $ (194) | $ 298 |
Income Taxes Income Tax Reconci
Income Taxes Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax benefit | $ (1,997) | $ (1,393) | $ (697) |
State income taxes, net of federal tax effect | (168) | (219) | 455 |
Effect of deferred rate change | 0 | 0 | 8 |
Foreign tax | 76 | 27 | 38 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount | 258 | 15 | 13 |
Non-deductible stock issuance costs | (82) | 3 | 85 |
Federal R&D credit | (67) | (54) | (32) |
Effective Income Tax Rate Reconciliation, Tax Credit, Other, Amount | 0 | 0 | (12) |
Foreign unremitted earnings | 0 | 0 | 130 |
Change in valuation allowance | 1,655 | 1,379 | 408 |
Other, net | 19 | 48 | (98) |
Income tax expense (benefit) | $ (306) | $ (194) | $ 298 |
Income Taxes Deferred Tax Asset
Income Taxes Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 2,100 | |
Deferred tax assets: | ||
Inventory provisions and uniform capitalization | $ 1 | 0 |
Accounts receivable allowances | 8 | 8 |
Non-qualified stock option and restricted stock expense | 245 | 220 |
Deferred maintenance revenue | 302 | 218 |
Deferred tax asset, leasing liabilities | 199 | 290 |
Deferred Tax Liabilities, Leasing Arrangements | (78) | (207) |
Fixed assets | 7 | |
Deferred Tax Liabilities, Property, Plant and Equipment | (26) | |
Loss and credit carryfowards of U.S. subsidiary | 25,844 | 24,717 |
Loss carryforward of foreign subsidiary and joint venture | 91 | 145 |
Deferred tax assets, excess interest expense | 420 | 496 |
Other accruals and reserves | 326 | 101 |
Total deferred tax assets before valuation allowance | 27,436 | 26,195 |
Less valuation allowance | (26,999) | (25,406) |
Total deferred tax assets | 437 | 789 |
Deferred tax liabilities | ||
Acquired intangibles | (347) | (465) |
Other | 0 | (70) |
Total deferred tax liabilities | (418) | (768) |
Total net deferred tax assets | $ 19 | 21 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 94,000 | |
Tax years beginning prior to January 1, 2018 [Member] | Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 85,800 | |
Tax years beginning prior to January 1, 2018 [Member] [Member] | Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 8,200 |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits, beginning of year | $ 1,780 | $ 1,724 |
Increases related to prior year income tax positions | 0 | 7 |
Increases related to current year income tax positions | 57 | 49 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (1) | 0 |
Gross unrecognized tax benefits, end of year | $ 1,836 | $ 1,780 |
Computation of Net Loss per S_3
Computation of Net Loss 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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average shares outstanding – basic | 13,612 | 10,395 | 9,499 |
Net loss | $ (9,200) | $ (6,443) | $ (3,617) |
Warrants | (294) | (105) | (161) |
Loss attributable to common shareholders | $ (9,494) | $ (6,548) | $ (3,778) |
Weighted average shares outstanding – diluted (shares) | 13,627 | 10,414 | 9,606 |
Net loss per share – diluted | $ (0.70) | $ (0.63) | $ (0.39) |
Net loss per share – basic | $ (0.68) | $ (0.62) | $ (0.38) |
Warrants | |||
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 | 15 | 19 | 107 |
Computation of Net Loss per S_4
Computation of Net Loss 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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,848 | 2,448 | 1,771 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,150 | 1,299 | 1,273 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 414 | 1,025 | 348 |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 284 | 124 | 150 |
Significant Customers and Geo_3
Significant Customers and Geographic Data Revenues and Accounts Receivable by Customers (Details) - Customer Concentration Risk - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current Receivables | Customer B | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable | $ 918 | |
Current Receivables | Customer C | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable | 535 | $ 677 |
Current Receivables | Customer D | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable | 550 | |
Current Receivables | Customer E | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable | $ 471 | |
Revenue from Contract with Customer, Product and Service Benchmark | Customer A | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 6,442 |
Significant Customers and Geo_4
Significant Customers and Geographic Data Property and Equipment by Region (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 249 | $ 596 | |
Geography Concentration Risk | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 249 | $ 596 | |
Geography Concentration Risk | Property, Plant and Equipment | United States | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 180 | 442 | |
Geography Concentration Risk | Property, Plant and Equipment | United Kingdom | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 34 | 96 | |
Geography Concentration Risk | Property, Plant and Equipment | India | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 35 | $ 58 |
Termination of Merger Agreement
Termination of Merger Agreement with Synacor, Inc. - Narrative (Details) - USD ($) $ in Thousands | Jun. 29, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 1,600 | |
Synacor | ||
Business Acquisition [Line Items] | ||
Payment of contract termination | $ 250 | |
Estimate of possible loss | $ 1,450 | |
Contract termination period | 15 months | |
Contract termination, percentage | 50.00% | |
Synacor | Minimum | ||
Business Acquisition [Line Items] | ||
Contract termination, percentage | 15.00% | |
Synacor | Maximum | ||
Business Acquisition [Line Items] | ||
Contract termination, percentage | 85.00% |
Subsequent Event - Hale Warrant
Subsequent Event - Hale Warrant Exercise (Details) - USD ($) | Jan. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 21, 2016 |
Subsequent Event [Line Items] | ||||
Warrant shares (in shares) | 414,286 | 1,339,286 | ||
Hale Capital, LLP | ||||
Subsequent Event [Line Items] | ||||
Warrant shares (in shares) | 314,286 | 314,286 | ||
Warrant, exercise price (in dollars per share) | $ 2.80 | |||
Subsequent Event | Hale Capital, LLP | ||||
Subsequent Event [Line Items] | ||||
Warrant shares (in shares) | 238,583 | |||
Warrant, exercise price (in dollars per share) | $ 2.80 | |||
Shares issued Class of Warrant or Right, Shares Issued Upon Exercise | 50,000 | |||
Class of Warrant or Right, Warrant Shares Exercised | 75,703 | |||
Class of Warrant or Right, Fair Value of Warrant Shares Exercised | $ 561,000 |
Subsequent Event - Wells Fargo
Subsequent Event - Wells Fargo Credit Facility (Details) - USD ($) | Jan. 15, 2021 | May 01, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 12, 2018 |
Subsequent Event [Line Items] | ||||||||||
Payments of Debt Issuance Costs | $ 0 | $ 250,000 | $ 1,308,000 | |||||||
Warrant shares (in shares) | 414,286 | 1,339,286 | ||||||||
ESW Holdings, Inc. | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class Of Warrant Or Right, Additional Payments Potentially Required | $ 150,000 | |||||||||
Basis spread on variable rate | 4.00% | |||||||||
ESW Holdings, Inc. | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant, exercise price (in dollars per share) | $ 1.96 | $ 1.96 | ||||||||
Warrant shares (in shares) | 925,000 | 0 | 925,000 | 925,000 | ||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from Lines of Credit | $ 1,840,000,000 | |||||||||
Payments of Debt Issuance Costs | 1,832,888 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||||||
Basis spread on variable rate | 1.25% | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||||
Line of Credit Facility, Covenant Terms | 8 million | |||||||||
Compensating Balance, Amount | $ 5,000,000 | |||||||||
Subsequent Event | Forecast | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Covenant Terms | 8 million | 6 million | 5 million | 5 million | ||||||
Subsequent Event | Prime Rate | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Interest Rate at Period End | 3.25% |
Subsequent Event - Public Offer
Subsequent Event - Public Offering (Details) - USD ($) | Jan. 29, 2021 | Nov. 07, 2019 |
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 3,652,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance Initial Public Offering | $ 23,100,000 | |
Stock Issued During Period, Shares, New Issues | 3,708,750 | |
Subsequent Event | Base shares | ||
Subsequent Event [Line Items] | ||
Shares Issued, Price Per Share | $ 6.75 | |
Stock Issued During Period, Shares, New Issues | 3,225,000 | |
Subsequent Event | Overallotment shares | ||
Subsequent Event [Line Items] | ||
Shares Issued, Price Per Share | $ 6.31125 | |
Stock Issued During Period, Shares, New Issues | 483,750 |