UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K | ||
CURRENT REPORT | ||
PURSUANT TO SECTION 13 OR 15(d) OF | ||
THE SECURITIES EXCHANGE ACT OF 1934 | ||
Date of Report (date of earliest event reported): October 30, 2018 | ||
Qumu Corporation | ||
(Exact name of Registrant as Specified in its Charter) | ||
Minnesota | ||
(State Or Other Jurisdiction Of Incorporation) |
000-20728 | 41-1577970 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
510 1st Avenue North, Suite 305 | ||
Minneapolis, MN | 55403 | |
(Address Of Principal Executive Offices) | (Zip Code) |
(612) 638-9100 | ||
Registrant’s Telephone Number, Including Area Code | ||
o | Written communications pursuant to Rule 425 under the Securities Act |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. o | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | |
QUMU CORPORATION | ||
By: | /s/ David G. Ristow | |
David G. Ristow | ||
Chief Financial Officer | ||
Date: October 31, 2018 |
• | Cash and cash equivalents totaled $8.5 million as of September 30, 2018, compared to $7.7 million as of December 31, 2017. During the third quarter, the Company used a portion of the $9.6 million in net proceeds from the sale of BriefCam to pay down its long-term debt by $6.0 million and accrued interest by $463,000, while still ending the third quarter with $8.5 million in cash, compared to $5.2 million in cash at June 30, 2018. |
• | Operating expenses decreased $1.3 million and $2.6 million during the three and nine months ended September 30, 2018, respectively, compared to the 2017 periods, reflecting the impact of the Company's ongoing cost reduction initiatives. |
• | Software license and appliance revenue was $1.0 million and $1.8 million for the three months ended September 30, 2018 and 2017, respectively, and $4.3 million and $4.0 million for the nine months ended September 30, 2018 and 2017, respectively, with the year-to-date increase attributable to both new license sales and expansion of existing customers. |
• | Subscription, maintenance and support revenue was $4.1 million and $5.1 million for the three months ended September 30, 2018 and 2017, respectively, and $12.3 million and $15.1 million for the nine months ended September 30, 2018 and 2017, respectively. The year-over-year revenue comparisons were negatively impacted by approximately $297,000 and $740,000 for the three and nine months ended September 30, 2018, respectively, due to the adoption of the new revenue recognition standard (ASC Topic 606). Additionally, the loss of a large customer which was previously announced as lost in the fourth quarter |
• | Gross margin for the third quarter 2018 was 62.6%, compared to 61.6% for the third quarter 2017. Gross margin for the nine months ended September 30, 2018 was 63.4%, compared to 62.8% for the nine months ended September 30, 2017. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenues: | |||||||||||||||
Software licenses and appliances | $ | 985 | $ | 1,822 | $ | 4,303 | $ | 3,971 | |||||||
Service | 4,668 | 5,751 | 13,807 | 16,967 | |||||||||||
Total revenues | 5,653 | 7,573 | 18,110 | 20,938 | |||||||||||
Cost of revenues: | |||||||||||||||
Software licenses and appliances | 504 | 916 | 1,643 | 1,778 | |||||||||||
Service | 1,611 | 1,995 | 4,990 | 6,003 | |||||||||||
Total cost of revenues | 2,115 | 2,911 | 6,633 | 7,781 | |||||||||||
Gross profit | 3,538 | 4,662 | 11,477 | 13,157 | |||||||||||
Operating expenses: | |||||||||||||||
Research and development | 1,617 | 1,769 | 5,159 | 5,676 | |||||||||||
Sales and marketing | 1,796 | 2,509 | 6,388 | 7,484 | |||||||||||
General and administrative | 1,608 | 2,083 | 5,536 | 6,552 | |||||||||||
Amortization of purchased intangibles | 224 | 226 | 680 | 675 | |||||||||||
Total operating expenses | 5,245 | 6,587 | 17,763 | 20,387 | |||||||||||
Operating loss | (1,707 | ) | (1,925 | ) | (6,286 | ) | (7,230 | ) | |||||||
Other income (expense): | |||||||||||||||
Gain on sale of BriefCam, Ltd. | 6,502 | — | 6,502 | — | |||||||||||
Loss on extinguishment of debt | (1,189 | ) | — | (1,189 | ) | — | |||||||||
Interest expense, net | (262 | ) | (343 | ) | (1,616 | ) | (994 | ) | |||||||
Decrease (increase) in value of warrant liability | (401 | ) | 15 | (292 | ) | (52 | ) | ||||||||
Other, net | (78 | ) | (166 | ) | (481 | ) | (345 | ) | |||||||
Total other income (expense), net | 4,572 | (494 | ) | 2,924 | (1,391 | ) | |||||||||
Income (loss) before income taxes | 2,865 | (2,419 | ) | (3,362 | ) | (8,621 | ) | ||||||||
Income tax expense (benefit) | 469 | (110 | ) | 303 | (139 | ) | |||||||||
Net income (loss) | $ | 2,396 | $ | (2,309 | ) | $ | (3,665 | ) | $ | (8,482 | ) | ||||
Net income (loss) per share – basic: | |||||||||||||||
Net income (loss) per share – basic | $ | 0.25 | $ | (0.25 | ) | $ | (0.39 | ) | $ | (0.91 | ) | ||||
Weighted average shares outstanding – basic | 9,559 | 9,404 | 9,472 | 9,335 | |||||||||||
Net income (loss) per share – diluted: | |||||||||||||||
Net loss per share – diluted | $ | 0.25 | $ | (0.25 | ) | $ | (0.39 | ) | $ | (0.91 | ) | ||||
Weighted average shares outstanding – diluted | 9,709 | 9,404 | 9,472 | 9,335 |
Assets | September 30, 2018 | December 31, 2017 | |||||
Current assets: | |||||||
Cash and cash equivalents | $ | 8,499 | $ | 7,690 | |||
Receivables, net | 4,150 | 5,529 | |||||
Contract assets | 156 | — | |||||
Income taxes receivable | 319 | 156 | |||||
Prepaid expenses and other current assets | 1,932 | 1,830 | |||||
Total current assets | 15,056 | 15,205 | |||||
Property and equipment, net | 512 | 911 | |||||
Intangible assets, net | 4,661 | 6,295 | |||||
Goodwill | 7,132 | 7,390 | |||||
Deferred income taxes, non-current | 60 | 77 | |||||
Other assets, non-current | 925 | 4,398 | |||||
Total assets | $ | 28,346 | $ | 34,276 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable and other accrued liabilities | $ | 1,841 | $ | 3,878 | |||
Accrued compensation | 959 | 1,824 | |||||
Deferred revenue | 9,114 | 8,923 | |||||
Deferred rent | 47 | 181 | |||||
Financing obligations | 144 | 1,047 | |||||
Warrant liability | 3,458 | 819 | |||||
Total current liabilities | 15,563 | 16,672 | |||||
Long-term liabilities: | |||||||
Deferred revenue, non-current | 1,483 | 141 | |||||
Income taxes payable, non-current | 531 | 3 | |||||
Deferred tax liability, non-current | 40 | 153 | |||||
Deferred rent, non-current | 322 | 507 | |||||
Term loan and other financing obligations, non-current | 3,304 | 7,608 | |||||
Other liabilities, non-current | 146 | — | |||||
Total long-term liabilities | 5,826 | 8,412 | |||||
Total liabilities | 21,389 | 25,084 | |||||
Stockholders’ equity: | |||||||
Common stock | 95 | 94 | |||||
Additional paid-in capital | 68,763 | 68,035 | |||||
Accumulated deficit | (58,923 | ) | (56,197 | ) | |||
Accumulated other comprehensive loss | (2,978 | ) | (2,740 | ) | |||
Total stockholders’ equity | 6,957 | 9,192 | |||||
Total liabilities and stockholders’ equity | $ | 28,346 | $ | 34,276 |
Nine Months Ended September 30, | |||||||
2018 | 2017 | ||||||
Operating activities: | |||||||
Net loss | $ | (3,665 | ) | $ | (8,482 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 1,924 | 2,309 | |||||
Stock-based compensation | 767 | 1,090 | |||||
Accretion of debt discount and issuance costs | 1,194 | 364 | |||||
Gain on sale of BriefCam, Ltd. | (6,502 | ) | — | ||||
Loss on debt extinguishment | 1,189 | — | |||||
Loss on lease contract termination | 177 | — | |||||
Change in value of warrant liability | 292 | 52 | |||||
Deferred income taxes | (99 | ) | (112 | ) | |||
Changes in operating assets and liabilities: | |||||||
Receivables | 1,363 | 1,204 | |||||
Contract assets | 394 | — | |||||
Income taxes receivable / payable | 357 | 142 | |||||
Prepaid expenses and other assets | 291 | 1,070 | |||||
Accounts payable and other accrued liabilities | (2,082 | ) | 563 | ||||
Accrued compensation | (857 | ) | (405 | ) | |||
Deferred revenue | 2,283 | 151 | |||||
Deferred rent | (121 | ) | (132 | ) | |||
Other non-current liabilities | 98 | — | |||||
Net cash used in operating activities | (2,997 | ) | (2,186 | ) | |||
Investing activities: | |||||||
Proceeds from sale of BriefCam, Ltd. | 9,678 | — | |||||
Purchases of property and equipment | (116 | ) | (22 | ) | |||
Net cash provided by (used in) investing activities | 9,562 | (22 | ) | ||||
Financing activities: | |||||||
Proceeds from term loan and warrant issuance | 10,000 | — | |||||
Principal payments on term loans | (14,000 | ) | — | ||||
Payments for term loan issuance costs | (1,308 | ) | (125 | ) | |||
Principal payments on financing obligations | (329 | ) | (383 | ) | |||
Common stock repurchases to settle employee withholding liability | (28 | ) | (11 | ) | |||
Net cash used in financing activities | (5,665 | ) | (519 | ) | |||
Effect of exchange rate changes on cash | (91 | ) | 101 | ||||
Net increase (decrease) in cash and cash equivalents | 809 | (2,626 | ) | ||||
Cash and cash equivalents, beginning of period | 7,690 | 10,364 | |||||
Cash and cash equivalents, end of period | $ | 8,499 | $ | 7,738 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Software licenses and appliances | $ | 985 | $ | 1,822 | $ | 4,303 | $ | 3,971 | |||||||
Service | |||||||||||||||
Subscription, maintenance and support | 4,091 | 5,113 | 12,251 | 15,061 | |||||||||||
Professional services and other | 577 | 638 | 1,556 | 1,906 | |||||||||||
Total service | 4,668 | 5,751 | 13,807 | 16,967 | |||||||||||
Total revenue | $ | 5,653 | $ | 7,573 | $ | 18,110 | $ | 20,938 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net income (loss) | $ | 2,396 | $ | (2,309 | ) | $ | (3,665 | ) | $ | (8,482 | ) | ||||
Interest expense, net | 262 | 343 | 1,616 | 994 | |||||||||||
Income tax expense (benefit) | 469 | (110 | ) | 303 | (139 | ) | |||||||||
Depreciation and amortization expense: | |||||||||||||||
Depreciation and amortization in cost of revenues | 2 | 6 | 7 | 25 | |||||||||||
Depreciation and amortization in operating expenses | 63 | 227 | 358 | 716 | |||||||||||
Total depreciation and amortization expense | 65 | 233 | 365 | 741 | |||||||||||
Amortization of intangibles included in cost of revenues | 288 | 302 | 879 | 893 | |||||||||||
Amortization of intangibles included in operating expenses | 224 | 226 | 680 | 675 | |||||||||||
Total amortization of intangibles expense | 512 | 528 | 1,559 | 1,568 | |||||||||||
Total depreciation and amortization expense | 577 | 761 | 1,924 | 2,309 | |||||||||||
EBITDA | 3,704 | (1,315 | ) | 178 | (5,318 | ) | |||||||||
Gain on sale of BriefCam, Ltd. | (6,502 | ) | — | (6,502 | ) | — | |||||||||
Loss on extinguishment of debt | 1,189 | — | 1,189 | — | |||||||||||
Increase (decrease) in fair value of warrant liability | 401 | (15 | ) | 292 | 52 | ||||||||||
Other expense, net | 78 | 166 | 481 | 345 | |||||||||||
Stock-based compensation expense: | |||||||||||||||
Stock-based compensation included in cost of revenues | 8 | (3 | ) | 26 | 29 | ||||||||||
Stock-based compensation included in operating expenses | 321 | 310 | 741 | 1,061 | |||||||||||
Total stock-based compensation expense | 329 | 307 | 767 | 1,090 | |||||||||||
Adjusted EBITDA | $ | (801 | ) | $ | (857 | ) | $ | (3,595 | ) | $ | (3,831 | ) |
1. | We are seeing continued growth in customer opportunities and our pipeline remains strong at two-and-a-half times projected sales. |
2. | We have already closed several deals this quarter. |
3. | Qumu’s customer renewal rate continues to grow, rising one percent during the quarter to 90.5%. This indicates we are continuing to earn the trust and commitment of the world’s leading organizations. |
4. | During the quarter we expanded our footprint within 22 customers, beyond our renewal activities. |
5. | We are continuing to expand our reach with a leveraged sales model, steadily building strong channel relationships with British Telecom, AT&T, Pinnaca, XenTegra, Genesis, and Whitlock. |
• | Choosing the Best Video Distribution Technology for Your Environment |
• | 5 Simple Steps for Creating High Quality Business Video, and |
• | Video Captioning Using Artificial Intelligence |
• | We are bullish on the business and reiterating our confidence as we finish 2018 and look to 2019 |
• | Qumu ended our third quarter with a positive net income and earnings per share and a very strong balance sheet |
• | Our pipeline and deal activity are robust |
• | We continue to earn top rankings from industry analysts |
• | And our Qx strategy is taking hold with new and existing customers |
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