Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 Two | Suite 401-412 | |
Entity Address, Address Line One | 400 S 4th St, | |
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, $0.01 par value | |
Trading Symbol | QUMU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,591,773 | |
Entity Central Index Key | 0000892482 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 27,575 | $ 11,878 |
Accounts and Financing Receivable, after Allowance for Credit Loss, Current | 4,274 | 5,612 |
Contract assets | 470 | 467 |
Income tax receivable | 592 | 479 |
Prepaid expenses and other current assets | 2,685 | 2,302 |
Total current assets | 35,596 | 20,738 |
Property and equipment, net of accumulated depreciation of $1,413 and $1,376, respectively | 307 | 249 |
Right of use assets – operating leases | 288 | 332 |
Intangible assets, net | 1,959 | 2,143 |
Goodwill | 7,513 | 7,455 |
Deferred Income Tax Assets, Net | 19 | 19 |
Other assets, non-current | 462 | 490 |
Total assets | 46,144 | 31,426 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 2,525 | 2,705 |
Accrued compensation | 1,678 | 2,145 |
Deferred revenue | 11,993 | 12,918 |
Operating lease liabilities | 691 | 735 |
Financing obligations | 313 | 406 |
Other Notes Payable, Current | 0 | 1,800 |
Debt derivative liability, current | 0 | 37 |
Warrant liability | 1,993 | 2,910 |
Total current liabilities | 19,193 | 23,656 |
Long-term liabilities: | ||
Deferred revenue, non-current | 2,817 | 3,488 |
Income taxes payable, non-current | 613 | 608 |
Operating lease liabilities, non-current | 441 | 554 |
Financing obligations, non-current | 133 | 75 |
Other Liabilities, Noncurrent | 160 | 160 |
Total long-term liabilities | 4,164 | 4,885 |
Total liabilities | $ 23,357 | $ 28,541 |
Preferred stock, shares authorized (in shares) | 250,000 | 250,000 |
Common stock, shares outstanding (in shares) | 17,590,586 | 13,780,823 |
Commitments and contingencies (Note 3) | $ 0 | $ 0 |
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 17,590,586 and 13,780,823, respectively | 176 | 138 |
Additional paid-in capital | 103,824 | 79,489 |
Accumulated deficit | (78,778) | (74,328) |
Accumulated other comprehensive loss | (2,435) | (2,414) |
Total stockholders’ equity | 22,787 | 2,885 |
Total liabilities and stockholders’ equity | $ 46,144 | $ 31,426 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 42 | $ 42 |
Property and equipment, accumulated depreciation and amortization | $ 1,413 | $ 1,376 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 29,750,000 | 29,750,000 |
Common stock, shares issued (in shares) | 17,590,586 | 13,780,823 |
Common stock, shares outstanding (in shares) | 17,590,586 | 13,780,823 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 250,000 | 250,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 5,820 | $ 6,227 |
Cost of revenues: | ||
Total cost of revenues | 1,567 | 2,087 |
Gross profit | 4,253 | 4,140 |
Operating expenses: | ||
Research and development | 2,030 | 1,780 |
Sales and marketing | 4,476 | 2,218 |
General and administrative | 2,527 | 2,593 |
Amortization of purchased intangibles | 162 | 164 |
Total operating expenses | 9,195 | 6,755 |
Operating loss | (4,942) | (2,615) |
Other income (expense): | ||
Interest income (expense), net | (54) | 17 |
Decrease in fair value of derivative liability | 37 | 0 |
Decrease in fair value of warrant liability | 357 | 36 |
Other, net | 62 | (160) |
Total other income (expense), net | 402 | (107) |
Loss before income taxes | (4,540) | (2,722) |
Income tax benefit | (90) | (50) |
Net loss | $ (4,450) | $ (2,672) |
Net loss per share – basic (in dollars per share) | $ (0.27) | $ (0.20) |
Weighted average number of shares outstanding, basic (in shares) | 16,443 | 13,552 |
Net loss available to common stockholders, diluted | $ (4,807) | $ (2,838) |
Net loss per share – diluted (in dollars per share) | $ (0.29) | $ (0.21) |
Weighted average number of shares outstanding, diluted (in shares) | 16,679 | 13,589 |
Software licenses and appliances | ||
Revenues: | ||
Total revenues | $ 108 | $ 1,540 |
Cost of revenues: | ||
Total cost of revenues | 64 | 648 |
Service | ||
Revenues: | ||
Total revenues | 5,712 | 4,687 |
Cost of revenues: | ||
Total cost of revenues | $ 1,503 | $ 1,439 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (4,450) | $ (2,672) |
Other comprehensive loss: | ||
Net change in foreign currency translation adjustments | (21) | (480) |
Total other comprehensive loss | (21) | (480) |
Total comprehensive loss | $ (4,471) | $ (3,152) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2019 | 13,553 | ||||
Beginning balance at Dec. 31, 2019 | $ 10,208 | $ 136 | $ 78,061 | $ (65,128) | $ (2,861) |
Net loss | (2,672) | (2,672) | |||
Other comprehensive loss, net of taxes | (480) | (480) | |||
Issuance of stock under stock plan (in shares) | 4 | ||||
Issuance of stock under employee stock plan, net of forfeitures | 0 | $ 0 | 0 | ||
Redemption of stock to cover tax withholding for employee stock plan (in shares) | (29) | ||||
Redemption of stock related to tax withholdings on employee stock plan issuances | (53) | (53) | |||
Stock-based compensation | 245 | 245 | |||
Ending balance (in shares) at Mar. 31, 2020 | 13,528 | ||||
Ending balance at Mar. 31, 2020 | 7,248 | $ 136 | 78,253 | (67,800) | (3,341) |
Beginning balance (in shares) at Dec. 31, 2020 | 13,780 | ||||
Beginning balance at Dec. 31, 2020 | 2,885 | $ 138 | 79,489 | (74,328) | (2,414) |
Net loss | (4,450) | (4,450) | |||
Other comprehensive loss, net of taxes | (21) | (21) | |||
Issuance of common stock (in shares) | 3,709 | ||||
Issuance of common stock | 23,085 | $ 37 | 23,048 | ||
Warrant exercise (in shares) | 50 | ||||
Warrant exercise | 560 | $ 0 | 560 | ||
Issuance of stock under stock plan (in shares) | 52 | ||||
Issuance of stock under employee stock plan, net of forfeitures | 142 | $ 1 | 141 | ||
Redemption of stock related to tax withholdings on employee stock plan issuances | (3) | (3) | |||
Stock-based compensation | 589 | 589 | |||
Ending balance (in shares) at Mar. 31, 2021 | 17,591 | ||||
Ending balance at Mar. 31, 2021 | $ 22,787 | $ 176 | $ 103,824 | $ (78,778) | $ (2,435) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net loss | $ (4,450) | $ (2,672) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 243 | 314 |
Stock-based compensation | 589 | 245 |
Accretion of debt discount and issuance costs | 33 | 0 |
Decrease in fair value of derivative liability | (37) | 0 |
Decrease in fair value of warrant liability | (357) | (36) |
Deferred income taxes | 0 | 8 |
Changes in operating assets and liabilities: | ||
Receivables | (1,344) | 542 |
Contract assets | 3 | (182) |
Income taxes receivable / payable | (105) | (113) |
Prepaid expenses and other assets | (353) | (28) |
Accounts payable and other accrued liabilities | (379) | 17 |
Accrued compensation | (467) | 754 |
Deferred revenue | (1,614) | (18) |
Net cash used in operating activities | (5,556) | (1,889) |
Investing activities: | ||
Purchases of property and equipment | (29) | (27) |
Net cash used in investing activities | (29) | (27) |
Financing activities: | ||
Principal payments on financing obligations | (118) | (93) |
Principal payment on line of credit | (1,840) | 0 |
Proceeds from line of credit | 1,840 | 0 |
Principal payment on term loan | (1,833) | 0 |
Net proceeds from common stock issuance | 23,085 | 0 |
Proceeds from issuance of common stock under employee stock plans | 142 | 0 |
Common stock repurchases to settle employee withholding liability | (3) | (53) |
Net cash provided by (used in) financing activities | 21,273 | (146) |
Effect of exchange rate changes on cash | 9 | (212) |
Net increase (decrease) in cash and cash equivalents | 15,697 | (2,274) |
Cash and cash equivalents, beginning of period | 11,878 | 10,639 |
Cash and cash equivalents, end of period | 27,575 | 8,365 |
Supplemental disclosures of net cash paid during the period: | ||
Income taxes, net | 18 | 13 |
Interest, net | 17 | 3 |
Non-cash financing activity: | ||
Reclassification from warrant liability to additional paid-in capital for non-cash exercise | $ 560 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Qumu Corporation ("Qumu" or the "Company") provides the tools to create, manage, secure, distribute and measure the success of live and on-demand video for enterprises. 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. Qumu's customers, which include some of the world’s largest organizations, leverage the Qumu platform for a variety of cloud, on-premise and hybrid deployments. Use cases include self-service webcasting, sales enablement, internal communications, product training, regulatory compliance and customer engagement. The Company and its channel partners market Qumu's 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. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in a complete set of financial statements have been condensed or omitted. However, in the opinion of management, the financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position and results of operations and cash flows of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2020. Recently Adopted Accounting Standards 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 Company adopted this guidance effective January 1, 2021, prospectively, and the adoption of this standard did not have a material impact to the 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. The Company adopted this guidance effective January 1, 2021, prospectively, and the adoption of this standard did not have a material impact to the consolidated financial statements and related disclosures. 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. The Company adopted this guidance effective January 1, 2021, prospectively, and the adoption of this standard did not have a material impact to the consolidated financial statements and related 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. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, 2021 Customer Relationships Developed Technology Trademarks / Trade Names Total Original cost $ 4,960 $ 8,283 $ 2,184 $ 15,427 Accumulated amortization (3,999) (8,204) (1,265) (13,468) Intangibles assets, net $ 961 $ 79 $ 919 $ 1,959 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) Intangibles assets, net $ 1,084 $ 105 $ 954 $ 2,143 Changes to the carrying amount of net amortizable intangible assets consisted of the following (in thousands): Three Months Ended Balance, beginning of period $ 2,143 Amortization expense (189) Currency translation 5 Balance, end of period $ 1,959 Amortization expense of intangible assets consisted of the following (in thousands): Three Months Ended 2021 2020 Amortization expense associated with the developed technology included in cost of revenues $ 27 $ 72 Amortization expense associated with other acquired intangible assets included in operating expenses 162 164 Total amortization expense $ 189 $ 236 Goodwill The goodwill balance of $7.5 million at March 31, 2021 reflects the impact of foreign currency exchange rate fluctuations since the acquisition date. . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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 at various dates 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. 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 components of lease cost were as follows (in thousands): Three Months Ended 2021 2020 Operating lease cost $ 45 $ 96 Finance lease cost: Amortization of right of use assets 29 31 Interest on lease liabilities 2 2 Total finance cost 31 33 Total lease cost $ 76 $ 129 Future payments used in the measurement of lease liabilities on the condensed consolidated balance sheet as of March 31, 2021 are as follows (in thousands): Operating Finance Remainder of 2021 $ 575 $ 100 2022 625 62 2023 21 56 2024 — 8 2025 — — Total undiscounted lease payments 1,221 226 Less amount representing interest (89) (16) Present value of lease liabilities $ 1,132 $ 210 Wells Fargo Credit Facility On January 15, 2021, the Company entered into and closed on the Loan and Security Agreement (the “line of credit”) with Wells Fargo Bank, National Association providing for a revolving line of credit. Pursuant to the line of credit, the Company granted a security interest in substantially all of its properties, right and assets (including certain equity interest of the Company's subsidiaries). 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 line of credit 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 be 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 line of credit agreement provides that the Company's 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. As of March 31, 2021, there were no amounts outstanding on the line of credit. For the quarter ending March 31, 2021, the Company's recurring revenue was $4,979,000, which was $21,000 less than the $5 million covenant requirement. The Company complied with the minimum liquidity covenant for the quarter ended March 31, 2021. On May 4, 2021, Wells Fargo waived the Company's non-compliance with the recurring revenue covenant for the quarter ended March 31, 2021 and after giving effect to the waiver, the Company had borrowing capacity under the line of credit of $10 million as of April 30, 2021. Note Payable On January 15, 2021, the Company repaid the secured promissory note date May 1, 2020 to ESW Holdings, Inc. in the amount of $1.83 million, which represented the deferred purchase price of the Company’s purchase and termination of the warrant to ESW Holdings, Inc. ("ESW warrant") dated January 12, 2018 for 925,000 shares of the Company’s common stock. In connection with the repayment of the promissory note, the related security agreement dated May 1, 2020 between the Company and ESW Holdings, Inc. was terminated. As provided in the promissory note, the Company would have been obligated to pay ESW Holdings, Inc. an additional $150,000 if a Fundamental Transaction, as defined in the promissory note, occurred on or prior to April 1, 2021. The contingent payment obligation expired on April 1, 2021 as no such Fundamental Transaction occurred. Contingencies In connection with the termination of merger agreement with Synacor, Inc. on June 29, 2020, Qumu is contingently obligated to pay Synacor, Inc. $1.45 million upon the occurrence of certain events with respect to an Acquisition Transaction (as defined in the mutual termination agreement with Synacor, Inc.) during the 15 months following the termination, that is, by September 29, 2021. The Company has not accrued a liability related to this contingent obligation as the payment is not triggered unless and until an Acquisition Transaction occurs. The Company is exposed to asserted and unasserted claims encountered in the normal course of business. Legal costs related to loss contingencies are expensed as incurred. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position or results of operations. The Company’s standard arrangements include provisions indemnifying customers against liabilities if the Company's products infringe a third-party’s intellectual property rights. The Company has not incurred any costs in its continuing operations as a result of such indemnifications and has not accrued any liabilities related to such contingent obligations in the accompanying condensed consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' EquityOn January 29, 2021, the Company closed on a sale of its common stock in a follow-on public offering 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company granted the following stock-based awards in the periods indicated: Three Months Ended 2021 2020 Stock options — — Restricted stock awards and restricted stock units 98,500 53,600 Performance stock units 163,640 — The stock options, restricted stock awards, restricted stock units and performance stock units granted during the three months ended March 31, 2021 and 2020 were granted under the Company's Second Amended and Restated 2007 Stock Incentive Plan (the "2007 Plan"), a shareholder approved plan. The Company recognized the following expense related to its share-based payment arrangements (in thousands): Three Months Ended 2021 2020 Stock-based compensation cost, before income tax benefit: Stock options $ 171 $ 69 Restricted stock awards and restricted stock units 418 176 Performance stock units — — Total stock-based compensation $ 589 $ 245 Three Months Ended 2021 2020 Stock-based compensation cost included in: Cost of revenues $ 15 $ 5 Operating expenses 574 240 Total stock-based compensation $ 589 $ 245 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income TaxesAs of March 31, 2021 and December 31, 2020, the Company’s liability for gross unrecognized tax benefits (excluding interest and penalties) totaled $1.9 million and $1.8 million, respectively. The Company had accrued interest and penalties relating to unrecognized tax benefits of $56,000 and $50,000 on a gross basis at March 31, 2021 and December 31, 2020, respectively. 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 currently expect significant changes in the amount of unrecognized tax benefits during the next twelve months. |
Computation of Net Loss Per Sha
Computation of Net Loss Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [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): Three Months Ended 2021 2020 Net loss per share – basic Net loss $ (4,450) $ (2,672) Weighted average shares outstanding 16,443 13,552 Net loss per share – basic $ (0.27) $ (0.20) Net loss per share – diluted Loss attributable to common shareholders: Net loss $ (4,450) $ (2,672) Numerator effect of dilutive securities Warrants (357) (166) Loss attributable to common shareholders $ (4,807) $ (2,838) Weighted average shares outstanding – diluted: Weighted average shares outstanding – basic 16,443 13,552 Denominator effect of dilutive securities Warrants 236 37 Diluted potential common shares 236 37 Weighted average shares outstanding – diluted 16,679 13,589 Net loss per share – diluted $ (0.29) $ (0.21) Stock options, warrants and restricted stock units to acquire common shares that were excluded from the computation of diluted weighted-average common shares as their effect is anti-dilutive were as follows (in thousands): Three Months Ended 2021 2020 Stock options 1,224 1,056 Warrants — 414 Restricted stock units 534 125 Total anti-dilutive 1,758 1,595 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Adopted Accounting Standards and Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards 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 Company adopted this guidance effective January 1, 2021, prospectively, and the adoption of this standard did not have a material impact to the 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. The Company adopted this guidance effective January 1, 2021, prospectively, and the adoption of this standard did not have a material impact to the consolidated financial statements and related disclosures. 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. The Company adopted this guidance effective January 1, 2021, prospectively, and the adoption of this standard did not have a material impact to the consolidated financial statements and related 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. |
Revenue (Policies)
Revenue (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | RevenueThe 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. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of acquired intangible assets (excluding goodwill) | The Company’s amortizable intangible assets consisted of the following (in thousands): March 31, 2021 Customer Relationships Developed Technology Trademarks / Trade Names Total Original cost $ 4,960 $ 8,283 $ 2,184 $ 15,427 Accumulated amortization (3,999) (8,204) (1,265) (13,468) Intangibles assets, net $ 961 $ 79 $ 919 $ 1,959 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) Intangibles assets, net $ 1,084 $ 105 $ 954 $ 2,143 Changes to the carrying amount of net amortizable intangible assets consisted of the following (in thousands): Three Months Ended Balance, beginning of period $ 2,143 Amortization expense (189) Currency translation 5 Balance, end of period $ 1,959 |
Amortization of acquired intangible assets | Amortization expense of intangible assets consisted of the following (in thousands): Three Months Ended 2021 2020 Amortization expense associated with the developed technology included in cost of revenues $ 27 $ 72 Amortization expense associated with other acquired intangible assets included in operating expenses 162 164 Total amortization expense $ 189 $ 236 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The components of lease cost were as follows (in thousands): Three Months Ended 2021 2020 Operating lease cost $ 45 $ 96 Finance lease cost: Amortization of right of use assets 29 31 Interest on lease liabilities 2 2 Total finance cost 31 33 Total lease cost $ 76 $ 129 |
Lessee, Operating Lease, Liability, Maturity | Future payments used in the measurement of lease liabilities on the condensed consolidated balance sheet as of March 31, 2021 are as follows (in thousands): Operating Finance Remainder of 2021 $ 575 $ 100 2022 625 62 2023 21 56 2024 — 8 2025 — — Total undiscounted lease payments 1,221 226 Less amount representing interest (89) (16) Present value of lease liabilities $ 1,132 $ 210 |
Finance Lease, Liability, Maturity | Future payments used in the measurement of lease liabilities on the condensed consolidated balance sheet as of March 31, 2021 are as follows (in thousands): Operating Finance Remainder of 2021 $ 575 $ 100 2022 625 62 2023 21 56 2024 — 8 2025 — — Total undiscounted lease payments 1,221 226 Less amount representing interest (89) (16) Present value of lease liabilities $ 1,132 $ 210 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Warrants Outstanding [Table Text Block] | As of March 31, 2021, the following warrants for the purchase of Qumu's common stock were outstanding and exercisable: Description Number of underlying warrant shares Warrant exercise price Warrant expiration date Warrant issued in conjunction with October 2016 debt financing ("Hale warrant") 238,583 $ 2.80 October 21, 2026 Warrant issued to sales partner, iStudy Co., Ltd. ("iStudy warrant") 100,000 $ 2.43 August 31, 2028 Total warrants outstanding 338,583 |
Schedule of Fair Value, Assets and 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 were as follows at March 31, 2021 and December 31, 2020 (in thousands): Fair Value Measurements Using Total Fair Quoted Prices in Significant Other Significant Liabilities: Warrant liability - Hale $ 1,443 $ — $ — $ 1,443 Warrant liability - iStudy 550 — — 550 Warrant liability $ 1,993 $ — $ — $ 1,993 Derivative liability $ — $ — $ — $ — Total $ 1,993 $ — $ — $ 1,993 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 |
Schedule of Unobservable Inputs [Table Text Block] | The following table represents the significant unobservable input used in the fair value measurement of Level 3 warrant liability instruments: March 31, 2021 Probability-weighted timing of change in control 5.0 years |
Schedule of Changes in Fair Value of Liabilities Measured on Recurring Basis | The following table summarizes the changes in fair value measurements for the three months ended March 31, 2021: Warrant liability Derivative liability Total Balance at December 31, 2020 $ 2,910 $ 37 $ 2,947 Reduction in warrant liability for partial exercise of Hale warrant (560) — (560) Change in fair value (357) (37) (394) Balance at March 31, 2021 $ 1,993 $ — $ 1,993 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The Company combines its products and services into three product categories and three geographic regions, based on customer location, as follows (in thousands): Three Months Ended 2021 2020 Software licenses and appliances $ 108 $ 1,540 Service Subscription, maintenance and support 4,979 4,160 Professional services and other 733 527 Total service 5,712 4,687 Total revenues $ 5,820 $ 6,227 Three Months Ended 2021 2020 North America $ 3,938 $ 4,050 Europe 1,621 1,874 Asia 261 303 Total $ 5,820 $ 6,227 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule Of Share-Based Payment Arrangements | The Company granted the following stock-based awards in the periods indicated: Three Months Ended 2021 2020 Stock options — — Restricted stock awards and restricted stock units 98,500 53,600 Performance stock units 163,640 — |
Schedule of Allocation of Share-based Compensation Costs by Plan | The Company recognized the following expense related to its share-based payment arrangements (in thousands): Three Months Ended 2021 2020 Stock-based compensation cost, before income tax benefit: Stock options $ 171 $ 69 Restricted stock awards and restricted stock units 418 176 Performance stock units — — Total stock-based compensation $ 589 $ 245 Three Months Ended 2021 2020 Stock-based compensation cost included in: Cost of revenues $ 15 $ 5 Operating expenses 574 240 Total stock-based compensation $ 589 $ 245 |
Computation of Net Loss Per S_2
Computation of Net Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Components Of Net Income (Loss) Per Basic And Diluted Share | The following table identifies the components of net loss per basic and diluted share (in thousands, except for per share data): Three Months Ended 2021 2020 Net loss per share – basic Net loss $ (4,450) $ (2,672) Weighted average shares outstanding 16,443 13,552 Net loss per share – basic $ (0.27) $ (0.20) Net loss per share – diluted Loss attributable to common shareholders: Net loss $ (4,450) $ (2,672) Numerator effect of dilutive securities Warrants (357) (166) Loss attributable to common shareholders $ (4,807) $ (2,838) Weighted average shares outstanding – diluted: Weighted average shares outstanding – basic 16,443 13,552 Denominator effect of dilutive securities Warrants 236 37 Diluted potential common shares 236 37 Weighted average shares outstanding – diluted 16,679 13,589 Net loss per share – diluted $ (0.29) $ (0.21) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Stock options, warrants and restricted stock units to acquire common shares that were excluded from the computation of diluted weighted-average common shares as their effect is anti-dilutive were as follows (in thousands): Three Months Ended 2021 2020 Stock options 1,224 1,056 Warrants — 414 Restricted stock units 534 125 Total anti-dilutive 1,758 1,595 |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2021segmentreporting_unit | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | segment | 1 |
Number of reporting units | reporting_unit | 1 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Components Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | $ 15,427 | $ 15,385 |
Accumulated amortization | (13,468) | (13,242) |
Intangibles assets, net | 1,959 | 2,143 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | 4,960 | 4,945 |
Accumulated amortization | (3,999) | (3,861) |
Intangibles assets, net | 961 | 1,084 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | 8,283 | 8,256 |
Accumulated amortization | (8,204) | (8,151) |
Intangibles assets, net | 79 | 105 |
Trademarks / Trade-Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost | 2,184 | 2,184 |
Accumulated amortization | (1,265) | (1,230) |
Intangibles assets, net | $ 919 | $ 954 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Intangible Assets Rollforward) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Balance, beginning of period | $ 2,143 | |
Amortization expense | (189) | $ (236) |
Currency translation | (5) | |
Balance, end of period | $ 1,959 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization expense | $ 189 | $ 236 |
Cost of revenues | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense associated with intangible assets | 27 | 72 |
Operating expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense associated with intangible assets | $ 162 | $ 164 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 7,513 | $ 7,455 |
Kulu Valley Ltd | ||
Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 7,500 |
Commitments and Contingencies_2
Commitments and Contingencies (Components of Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 45 | $ 96 |
Amortization of right of use assets | 29 | 31 |
Interest on lease liabilities | 2 | 2 |
Total finance cost | 31 | 33 |
Total lease cost | $ 76 | $ 129 |
Commitments and Contingencies_3
Commitments and Contingencies (Future Payments Used in Measurement of Lease Liabilities) (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Operating leases | |
Remainder of 2021 | $ 575 |
2022 | 625 |
2023 | 21 |
2024 | 0 |
2025 | 0 |
Total undiscounted lease payments | 1,221 |
Less amount representing interest | (89) |
Present value of lease liabilities | 1,132 |
Finance leases | |
Remainder of 2021 | 100 |
2022 | 62 |
2023 | 56 |
2024 | 8 |
2025 | 0 |
Total undiscounted lease payments | 226 |
Less amount representing interest | (16) |
Present value of lease liabilities | $ 210 |
Commitments and Contingencies_4
Commitments and Contingencies (Lease Narrative) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Lessee, Finance Lease, Term of Contract | 3 years |
Lessee, Operating Lease, Term of Contract | 3 years |
Lessee, Operating Lease, Number Of Offices | 2 |
Lessee, Operating Lease, Renewal Term | 5 years |
Commitments and Contingencies_5
Commitments and Contingencies (Note Payable) (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | May 01, 2020 | Jan. 12, 2018 |
Debt Instrument [Line Items] | |||||
Class of Warrant or Right, Outstanding | 338,583 | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Other Notes Payable, Current | $ 0 | $ 1,800 | |||
Warrant liability - ESW | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,830 | ||||
Additional payments potentially required | $ 150 | ||||
Warrant liability - ESW | |||||
Debt Instrument [Line Items] | |||||
Class of Warrant or Right, Outstanding | 925,000 |
Commitments and Contingencies_6
Commitments and Contingencies (Contingencies) (Details) - Synacor - USD ($) $ in Thousands | Jun. 29, 2020 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | ||
Additional termination payment | $ 1,450 | |
Contract termination period | 15 months |
Commitments and Contingencies_7
Commitments and Contingencies (Wells Fargo LOC) (Details) - USD ($) | Jan. 15, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||||||
Line of Credit Facility, Covenant Terms | 5 million | ||||||||
Compensating Balance, Amount | $ 5,000,000 | ||||||||
Covenant terms, actual recurring revenue | $ 4,979,000 | ||||||||
Covenant terms, recurring revenue amount remaining to meet covenant requirement | $ 21,000 | ||||||||
Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms | 8 million | 8 million | 8 million | 8 million | 8 million | 6 million | 5 million | ||
Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Interest Rate at Period End | 3.25% |
Fair Value Measurements (Warran
Fair Value Measurements (Warrants Outstanding) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 12, 2018 | |
Class of Warrant or Right [Line Items] | ||||
Change in fair value | $ 357 | $ 36 | ||
Class of Warrant or Right, Outstanding | 338,583 | |||
ESW Holdings, Inc. | ||||
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Outstanding | 925,000 | |||
Hale Capital, LLP | ||||
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Outstanding | 238,583 | 314,286 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.80 | |||
Warrants and Rights Outstanding, Maturity Date | Oct. 21, 2026 | |||
iStudy Co., Ltd. | ||||
Class of Warrant or Right [Line Items] | ||||
Class of Warrant or Right, Outstanding | 100,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.43 | |||
Warrants and Rights Outstanding, Maturity Date | Aug. 31, 2028 |
Fair Value Measurements (Measur
Fair Value Measurements (Measurement Levels) (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | $ 1,993 | $ 2,947 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 1,993 | 2,947 |
Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 1,993 | 2,910 |
Warrants | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 1,993 | 2,910 |
Warrants | Warrant liability - Hale | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 1,443 | 2,245 |
Warrants | Warrant liability - Hale | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants | Warrant liability - Hale | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants | Warrant liability - Hale | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 1,443 | 2,245 |
Warrants | Warrant liability - iStudy | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 550 | 665 |
Warrants | Warrant liability - iStudy | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants | Warrant liability - iStudy | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Warrants | Warrant liability - iStudy | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 550 | 665 |
Derivative | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 37 |
Derivative | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Derivative | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | 0 | 0 |
Derivative | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability | $ 0 | $ 37 |
Fair Value Measurements (Unobse
Fair Value Measurements (Unobservable Inputs) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Unobservable input [Abstract] | |
Unobservable input, range high, low and weighted average | 5 years |
Fair Value Measurements (Rollfo
Fair Value Measurements (Rollforward) (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2021 | $ 1,993 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,993 | $ 2,947 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (560) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (394) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2021 | 1,993 | |
Derivative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2021 | 0 | |
Derivative | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 0 | 37 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (37) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2021 | 0 | |
Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2021 | 1,993 | |
Warrants | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,993 | $ 2,910 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (560) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (357) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at March 31, 2021 | $ 1,993 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair value disclosure [Abstract] | ||
Change in fair value | $ 357 | $ 36 |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Change in fair value | $ 357 | $ 36 |
Fair Value Measurements (Warr_2
Fair Value Measurements (Warrant Exercise) (Details) - Warrant liability - Hale | Jan. 12, 2021shares |
Class of Warrant or Right [Line Items] | |
Shares issued Class of Warrant or Right, Shares Issued Upon Exercise | 50,000 |
Class of Warrant or Right, Warrant Shares Exercised | 75,703 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | Jan. 29, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issued in transaction | 3,708,750 |
Consideration received on transaction | $ | $ 23.1 |
Follow-On Public Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issued in transaction | 3,225,000 |
Price per share in transaction (in dollars per share) | $ / shares | $ 6.75 |
Over-Allotment Option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issued in transaction | 483,750 |
Price per share in transaction (in dollars per share) | $ / shares | $ 6.31125 |
Revenue (Disaggregation of Reve
Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 5,820 | $ 6,227 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 3,938 | 4,050 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 1,621 | 1,874 |
Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 261 | 303 |
Software licenses and appliances | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 108 | 1,540 |
Subscription, maintenance and support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 4,979 | 4,160 |
Professional services and other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | 733 | 527 |
Total service | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers | $ 5,712 | $ 4,687 |
Revenue (Contract Assets and Li
Revenue (Contract Assets and Liabilities) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 470,000 | $ 467,000 | |
Contract with customer, liability | 14,800,000 | $ 16,400,000 | |
Contract with customer, liability, revenue recognized | 4,500,000 | $ 3,700,000 | |
Contract with customer, performance obligation satisfied in previous period | $ 0 | $ 0 |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Remaining performance obligations | $ 25.4 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract with customer, liability, revenue recognized | 4.5 | $ 3.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Remaining performance obligations | $ 14.4 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied, expected timing | 12 months |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule of Stock-based Awards Granted) (Details) - 2007 Stock Incentive Plan - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | 0 | 0 |
Restricted stock awards and restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity instruments other than options, granted (in shares) | 98,500 | 53,600 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity instruments other than options, granted (in shares) | 163,640 | 0 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - 2007 Stock Incentive Plan - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | 0 | 0 |
Restricted stock awards and restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity instruments other than options, granted (in shares) | 98,500 | 53,600 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity instruments other than options, granted (in shares) | 163,640 | 0 |
Stock-Based Compensation (Sch_2
Stock-Based Compensation (Schedule Of Allocation of Share-Based Compensation Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 589 | $ 245 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 171 | 69 |
Restricted stock awards and restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 418 | 176 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 0 | 0 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 15 | 5 |
Operating expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 574 | $ 240 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 1,900 | $ 1,800 |
Accrued interest and penalties relating to unrecognized tax benefits | $ 56 | $ 50 |
Computation of Net Loss Per S_3
Computation of Net Loss Per Share of Common Stock (Components of Net Income (Loss) Per Basic and Diluted Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net loss per share – basic | ||
Net loss | $ (4,450) | $ (2,672) |
Weighted average number of shares outstanding, basic (in shares) | 16,443 | 13,552 |
Net loss per share – basic (in dollars per share) | $ (0.27) | $ (0.20) |
Net income (loss) per share – diluted | ||
Net loss | $ (4,450) | $ (2,672) |
Numerator effect of dilutive securities | (357) | (166) |
Net loss available to common stockholders, diluted | $ (4,807) | $ (2,838) |
Weighted average number of shares outstanding, basic (in shares) | 16,443 | 13,552 |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | ||
Weighted average number diluted shares outstanding adjustment | 236 | 37 |
Weighted average number of shares outstanding, diluted (in shares) | 16,679 | 13,589 |
Net loss per share – diluted (in dollars per share) | $ (0.29) | $ (0.21) |
Warrants | ||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | ||
Incremental common shares attributable to dilutive effect of call options and warrants (in shares) | 236 | 37 |
Computation of Net Loss Per S_4
Computation of Net Loss Per Share of Common Stock (Schedule of Antidilutive Securities Excluded from the Computation of Earnings Per Share) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,758 | 1,595 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,224 | 1,056 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 414 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 534 | 125 |