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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-20728
qumu-20210331_g1.jpg
QUMU CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota41-1577970
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
400 S 4th St,Suite 401-412
Minneapolis,Minnesota55415
(Address of principal executive offices)(Zip Code)
(612) 638-9100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol
Name of each exchange on which registered
Common Stock, $0.01 par valueQUMUThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act):
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No
As of May 5, 2021, the registrant had 17,591,773 outstanding shares of $.01 par value common stock.


Table of Contents
QUMU CORPORATION
FORM 10-Q
TABLE OF CONTENTS
FOR THE QUARTER ENDED MARCH 31, 2021
 DescriptionPage
 
 
 
 
 
 
 

2

Table of Contents
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
QUMU CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
March 31,
2021
December 31,
2020
Assets(unaudited)
Current assets:
Cash and cash equivalents$27,575 $11,878 
Receivables, net of allowance for credit losses of $42 and $42, respectively
4,274 5,612 
Contract assets470 467 
Income tax receivable592 479 
Prepaid expenses and other current assets2,685 2,302 
Total current assets35,596 20,738 
Property and equipment, net of accumulated depreciation of $1,413 and $1,376, respectively
307 249 
Right of use assets – operating leases288 332 
Intangible assets, net1,959 2,143 
Goodwill7,513 7,455 
Deferred income taxes, non-current19 19 
Other assets, non-current462 490 
Total assets$46,144 $31,426 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable and other accrued liabilities$2,525 $2,705 
Accrued compensation1,678 2,145 
Deferred revenue11,993 12,918 
Operating lease liabilities691 735 
Financing obligations313 406 
Note payable 1,800 
Derivative liability 37 
Warrant liability1,993 2,910 
Total current liabilities19,193 23,656 
Long-term liabilities:  
Deferred revenue, non-current2,817 3,488 
Income taxes payable, non-current613 608 
Operating lease liabilities, non-current441 554 
Financing obligations, non-current133 75 
Other liabilities, non-current160 160 
Total long-term liabilities4,164 4,885 
Total liabilities23,357 28,541 
Commitments and contingencies (Note 3)
Stockholders’ equity:  
Preferred stock, $0.01 par value, authorized 250,000 shares, no shares issued and outstanding
  
Common stock, $0.01 par value, authorized 29,750,000 shares, issued and outstanding 17,590,586
 and 13,780,823, respectively
176 138 
Additional paid-in capital103,824 79,489 
Accumulated deficit(78,778)(74,328)
Accumulated other comprehensive loss(2,435)(2,414)
Total stockholders’ equity22,787 2,885 
Total liabilities and stockholders’ equity$46,144 $31,426 
See accompanying notes to unaudited condensed consolidated financial statements.
3

Table of Contents
QUMU CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited – in thousands, except per share data)
 Three Months Ended
 March 31,
 20212020
Revenues:  
Software licenses and appliances$108 $1,540 
Service5,712 4,687 
Total revenues5,820 6,227 
Cost of revenues:  
Software licenses and appliances64 648 
Service1,503 1,439 
 Total cost of revenues1,567 2,087 
Gross profit4,253 4,140 
Operating expenses:  
Research and development2,030 1,780 
Sales and marketing4,476 2,218 
General and administrative2,527 2,593 
Amortization of purchased intangibles162 164 
Total operating expenses9,195 6,755 
Operating loss(4,942)(2,615)
Other income (expense):  
Interest income (expense), net(54)17 
Decrease in fair value of derivative liability37  
Decrease in fair value of warrant liability357 36 
Other, net62 (160)
Total other income (expense), net402 (107)
Loss before income taxes(4,540)(2,722)
Income tax benefit(90)(50)
Net loss$(4,450)$(2,672)
Net loss per share – basic:
Net loss per share – basic$(0.27)$(0.20)
Weighted average shares outstanding – basic16,443 13,552 
Net loss per share – diluted:
Loss attributable to common shareholders$(4,807)$(2,838)
Net loss per share – diluted$(0.29)$(0.21)
Weighted average shares outstanding – diluted16,679 13,589 
See accompanying notes to unaudited condensed consolidated financial statements.

4

Table of Contents
QUMU CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited - in thousands)
 Three Months Ended
 March 31,
 20212020
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)

See accompanying notes to unaudited condensed consolidated financial statements.

5

Table of Contents
QUMU CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited – in thousands)

Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
 SharesAmount
Balance at December 31, 201913,553 $136 $78,061 $(65,128)$(2,861)$10,208 
Net loss— — — (2,672)— (2,672)
Other comprehensive loss, net of taxes— — — — (480)(480)
Issuance of stock under employee stock plan, net of forfeitures4   — —  
Redemption of stock related to tax withholdings on employee stock plan issuances(29)— (53)— — (53)
Stock-based compensation— — 245 — — 245 
Balance at March 31, 202013,528 $136 $78,253 $(67,800)$(3,341)$7,248 

Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
 SharesAmount
Balance at December 31, 202013,780 $138 $79,489 $(74,328)$(2,414)$2,885 
Net loss— — — (4,450)— (4,450)
Other comprehensive loss, net of taxes— — — — (21)(21)
Issuance of common stock3,709 37 23,048 — — 23,085 
Warrant exercise50  560 — — 560 
Issuance of stock under employee stock plan, net of forfeitures52 1 141 — — 142 
Redemption of stock related to tax withholdings on employee stock plan issuances— — (3)— — (3)
Stock-based compensation— — 589 — — 589 
Balance at March 31, 202117,591 $176 $103,824 $(78,778)$(2,435)$22,787 


See accompanying notes to unaudited condensed consolidated financial statements.

6

Table of Contents
QUMU CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited – in thousands)
 Three Months Ended
 March 31,
 20212020
Operating activities:  
Net loss$(4,450)$(2,672)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization243 314 
Stock-based compensation589 245 
Accretion of debt discount and issuance costs33  
Decrease in fair value of derivative liability(37) 
Decrease in fair value of warrant liability(357)(36)
Deferred income taxes 8 
Changes in operating assets and liabilities:
Receivables1,344 (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) 
Proceeds from line of credit1,840  
Principal payment on term loan(1,833) 
Net proceeds from common stock issuance23,085  
Proceeds from issuance of common stock under employee stock plans142  
Common stock repurchases to settle employee withholding liability(3)(53)
Net cash provided by (used in) financing activities21,273 (146)
Effect of exchange rate changes on cash9 (212)
Net increase (decrease) in cash and cash equivalents15,697 (2,274)
Cash and cash equivalents, beginning of period11,878 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  

See accompanying notes to unaudited condensed consolidated financial statements.
7

Table of Contents
QUMU CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1)     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
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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.

(2) Intangible Assets and Goodwill
Intangible Assets
The Company’s amortizable intangible assets consisted of the following (in thousands):
March 31, 2021
Customer RelationshipsDeveloped TechnologyTrademarks / Trade NamesTotal
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 RelationshipsDeveloped TechnologyTrademarks / Trade NamesTotal
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
 March 31, 2021
Balance, beginning of period$2,143 
Amortization expense(189)
Currency translation5 
Balance, end of period$1,959 
Amortization expense of intangible assets consisted of the following (in thousands):
 Three Months Ended
 March 31,
 20212020
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 expenses162 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.
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(3) 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
 March 31,
20212020
Operating lease cost$45 $96 
Finance lease cost:
Amortization of right of use assets29 31 
Interest on lease liabilities2 2 
Total finance cost31 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
leases
Finance
leases
Remainder of 2021$575 $100 
2022625 62 
202321 56 
2024 8 
2025  
Total undiscounted lease payments1,221 226 
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
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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.

(4) Fair Value Measurements
Assets and liabilities measured at fair value are classified into the following categories:
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 March 31, 2021, the following warrants for the purchase of Qumu's common stock were outstanding and exercisable:
DescriptionNumber of underlying warrant sharesWarrant exercise price
(per share)
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 outstanding338,583 
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The warrant liability was recorded in the Company's consolidated balance sheets at its fair value on the respective dates 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 in other income (expense) of the consolidated statement of operations as "Decrease (increase) in fair value of warrant liability." The Company recorded non-cash income of $357,000 and $36,000 for the three months ended March 31, 2021 and 2020, respectively, resulting from the change in fair value of the warrant liability.
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.
On May 1, 2020, the Company canceled the ESW warrant in exchange for a note payable (see Note 3–"Commitments and Contingencies") which contained an embedded derivative liability that is measured on a recurring basis at fair value. The Company recognized non-cash income of $37,000 for the three months ended March 31, 2021 resulting from the change in fair value of the derivative liability. The derivative liability was derecognized on April 1, 2021 upon expiration of the contingent payment obligation without the contingency being triggered.
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
Value at
March 31, 2021
Quoted Prices in
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Liabilities:    
Warrant liability - Hale$1,443 $ $ $1,443 
Warrant liability - iStudy550   550 
Warrant liability$1,993 $ $ $1,993 
Derivative liability$ $ $ $ 
Total$1,993 $ $ $1,993 

  Fair Value Measurements Using
 Total Fair
Value at
December 31, 2020
Quoted Prices in
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Liabilities:    
Warrant liability - Hale2,245   2,245 
Warrant liability - iStudy665   665 
Warrant liability$2,910 $ $ $2,910 
Derivative liability$37 $ $ $37 
Total$2,947 $ $ $2,947 
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. Consequently, as of March 31, 2021 and December 31, 2020, 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.
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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 control5.0 years
The following table summarizes the changes in fair value measurements for the three months ended March 31, 2021:
Warrant liabilityDerivative liabilityTotal
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 

(5) Stockholders' Equity
On 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.

(6) Revenue
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.
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):
 Three Months Ended
 March 31,
 20212020
Software licenses and appliances$108 $1,540 
Service
Subscription, maintenance and support4,979 4,160 
Professional services and other733 527 
Total service5,712 4,687 
Total revenues$5,820 $6,227 

Three Months Ended
 March 31,
 20212020
North America$3,938 $4,050 
Europe1,621 1,874 
Asia261 303 
Total$5,820 $6,227 
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Contract Balances
The Company’s balances for contract assets totaled $470,000 and $467,000 as of March 31, 2021 and December 31, 2020, respectively. The Company’s balances for contract liabilities, which are included in deferred revenue, totaled $14.8 million and $16.4 million as of March 31, 2021 and December 31, 2020, respectively.
During the three months ended March 31, 2021 and 2020, the Company recognized $4.5 million and $3.7 million, respectively, 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 recognizable 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 $25.4 million as of March 31, 2021, of which the Company expects to recognize $14.4 million of revenue over the next 12 months and the remainder thereafter. During the three months ended March 31, 2021 and 2020, no revenue was recognized from performance obligations satisfied in previous periods.

(7) Stock-Based Compensation
The Company granted the following stock-based awards in the periods indicated:
 Three Months Ended
 March 31,
 20212020
Stock options  
Restricted stock awards and restricted stock units98,500 53,600 
Performance stock units163,640  
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
 March 31,
 20212020
Stock-based compensation cost, before income tax benefit:  
Stock options$171 $69 
Restricted stock awards and restricted stock units418 176 
Performance stock units  
Total stock-based compensation$589 $245 
 Three Months Ended
 March 31,
 20212020
Stock-based compensation cost included in:  
Cost of revenues$15 $5 
Operating expenses574 240 
Total stock-based compensation$589 $245 


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(8) Income Taxes
As 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.

(9)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
 March 31,
 20212020
Net loss per share – basic
Net loss$(4,450)$(2,672)
Weighted average shares outstanding16,443 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 – basic16,443 13,552 
Denominator effect of dilutive securities
Warrants236 37 
Diluted potential common shares236 37 
Weighted average shares outstanding – diluted16,679 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
 March 31,
 20212020
Stock options1,224 1,056 
Warrants 414 
Restricted stock units534 125 
Total anti-dilutive1,758 1,595 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with the section titled “Financial Information” and our audited financial statements and related notes which are included in our most recent Annual Report on Form 10-K. Our actual results could differ materially from those anticipated in the forward-looking statements included in this discussion as a result of certain factors, including, but not limited to, those discussed in “Risk Factors” included in our most recent Annual Report on Form 10-K.
Overview
Qumu Corporation ("Qumu", "Company" or "we") 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
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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.
Impact of COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to be spread throughout the U.S. and the world. The COVID-19 pandemic has changed the businesses of Qumu’s customers and prospective customers in a number of ways. As part of these changes, enterprises of all sizes are implementing technology plans to virtualize customer meetings, employee communications and major events – as well as record and store video assets for on-demand viewing.
The factors that initially drove demand for Qumu's solutions in 2020 continue to impact the Company's business. Qumu expects to capture additional revenue opportunities presented by the widespread adoption and use of video in the enterprise. Widespread adoption and use of video in the enterprise is critical to our future growth and success. Qumu believes that the COVID-19 crisis is a tipping point for the use and acceptance of video as a primary communication channel within the enterprise. As video content and software to manage video content achieve high levels of acceptance within the enterprise, management believes this will drive demand and market adoption for Qumu’s video platform and tools, with product development, sales and marketing, and engineering resources increasingly focused on delivering cloud-based solutions over on-premises solutions, consistent with out strategic roadmap and customer preferences.
We expect that even as some businesses return to conducting some portion of their work in-person, many business will continue long-term remote and flexible work models in which video is a business-critical communication tool. We believe that enterprises are accelerating their cloud and technology plans to address the challenges and complexities of these mixed work environments. With more companies transitioning to either a complete remote or hybrid work environment, having employees working in different location at different times, we foresee enterprises leveraging large-scale synchronous and asynchronous video.
Additionally, the significantly higher than historic usage of Qumu’s cloud-based enterprise video solution that the Company experienced in 2020 continued into 2021. The dramatic increase is the result of Qumu’s Global 2000 customer base mobilizing to support thousands of concurrent video users, as they operate under travel restrictions and mandatory work-at-home policies due to COVID-19. The Company hosted 20 million viewers on Qumu Cloud during the first quarter, down 38% from the fourth quarter 2020 and up 74% from the first quarter 2020. Qumu anticipates these usage patterns will continue at least for the duration of widespread travel restrictions and mandatory work-at-home policies due to COVID-19, as well as generally following this period as customers increase their use of video as a primary communication channel in the enterprise.
Critical Accounting Policies
The discussion of the Company's financial condition and results of operations is based upon its financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of the Company's financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. On an ongoing basis, management evaluates its estimates and assumptions. Management bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that management believes to be reasonable. The Company's actual results may differ from these estimates under different assumptions or conditions.
Management utilizes its technical knowledge, cumulative business experience, judgment and other factors in the selection and application of the Company’s accounting policies. The accounting policies considered by management to be the most critical to the presentation of the condensed consolidated financial statements because they require the most difficult, subjective and complex judgments include revenue recognition, accounting for leases, and derivative liabilities for outstanding warrants. Our significant accounting policies applicable to the three months ended March 31, 2021 are discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
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Results of Operations
The percentage relationships to revenues of certain income and expense items for the three months ended March 31, 2021 and 2020, and the percentage changes in these income and expense items relative to the prior year period, are contained in the following table:
Three Months Ended March 31,
 Percentage of RevenuesPercent Increase (Decrease)
 202120202020 to 2021
Revenues100.0 %100.0 %(7)%
Cost of revenues(26.9)(33.5)(25)
Gross profit73.1 66.5 
Operating expenses:  
Research and development34.9 28.6 14 
Sales and marketing76.8 35.6 102 
General and administrative43.4 41.7 (3)
Amortization of purchased intangibles2.8 2.6 (1)
Total operating expenses157.9 108.5 36 
Operating loss(84.8)(42.0)89 
Other expense, net6.9 (1.7)n/a
Loss before income taxes(77.9)(43.7)67 
Income tax benefit(1.5)(0.8)80 
Net loss(76.4)%(42.9)%67 %
Revenues
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.
The table below describes Qumu's revenues by product category (dollars in thousands):
Three Months Ended March 31,
Increase (Decrease)Percent Increase (Decrease)
202120202020 to 20212020 to 2021
Software licenses and appliances$108 $1,540 $(1,432)(93)%
Service
Subscription, maintenance and support4,979 4,160 819 20 
Professional services and other733 527 206 39 
Total service5,712 4,687 1,025 22 
Total revenues$5,820 $6,227 $(407)(7)%
Revenues can vary period to period based on the type of contract the Company enters into with each customer. The quarterly software licenses and appliances revenues are also subject to the timing of fulfillment of products, which can result in large fluctuations when compared to the prior quarters. The decrease in software license and appliances revenues in the three months ended March 31, 2021, compared to the corresponding 2020 period, resulted as management placed less emphasis on pursuing perpetual license sales as part of the Company's accelerated implementation of its SaaS-focused strategic roadmap. The increase in subscription, maintenance and support revenues in the three months ended March 31, 2021, compared to the corresponding 2020 period, was primarily driven by recurring revenue attributable to SaaS sales orders in recent quarters, including a large customer order received at the end of the first quarter 2020, which the customer identified as specifically driven by the change in working environment due to COVID-19.
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The increase in subscription, maintenance and support revenues in the three months ended March 31, 2021, compared to the corresponding 2020 period primarily resulted from on-premise to cloud conversions as well as incremental customer expansions.
Professional services revenues for the three months ended March 31, 2021 grew 39%, compared to the corresponding 2020 period, benefiting from professional services performed in the current quarter related to software and appliances sales in recent quarters.
Future consolidated revenues will be dependent upon many factors, including the rate of adoption of the Company's software solutions in its targeted markets, whether arrangements with customers are structured as a perpetual, term or SaaS licenses, which impacts the timing of revenue recognition and customer conversions from on-premises to cloud. As part of the Company’s long-term strategic roadmap, the Company is accelerating the evolution of its SaaS-based business model with a “cloud first” focus, which is expected to shift a greater proportion of revenue to SaaS licenses revenue, which is recognized over the term of the license. Other factors that will influence future consolidated revenues include the timing of customer orders and renewals, the product and service mix of customer orders, the impact of changes in economic conditions and the impact of foreign currency exchange rate fluctuations.
Due to the impact COVID-19 has had on working environments, Qumu generally expects increased demand for Qumu’s enterprise video as a service and Qumu’s other video software offerings both in the short-term and in the long-term, as well as increased usage of its video platform among existing and future customers.
Qumu expects to capture revenue opportunities presented by the widespread adoption and use of video in the enterprise.
Gross Profit and Gross Margin
A comparison of gross profit and gross margin by revenue category is as follows (dollars in thousands):
Three Months Ended March 31,
Increase (decrease)Percent Increase (Decrease)
202120202020 to 20212020 to 2021
Gross profit:
Software licenses and appliances$44 $892 $(848)(95)%
Service4,209 3,248 961 30 
Total gross profit$4,253 $4,140 $113 %
Gross margin:
Software licenses and appliances40.7 %57.9 %(17.2)%
Service73.7 %69.3 %4.4 %
Total gross margin73.1 %66.5 %6.6 %
Gross margin in the three months ended March 31, 2021 was 73.1% compared to 66.5% for the three months ended March 31, 2020, an increase of 6.6% due to a lower mix of appliance revenue, which generally carries lower margins, and an increase in higher-margin SaaS revenue. Additionally, the three months ended March 31, 2020 included outsourced professional services expenses for certain customer-specific projects, which negatively impacted services gross margin.
Gross profit includes $27,000 and $72,000 for the three months ended March 31, 2021 and 2020, respectively, for the amortization of intangible assets. Cost of revenues for the full year 2021 is expected to include approximately $0.1 million of amortization expense for purchased intangibles, compared to $0.3 million for the full year 2020. Included in cost of revenues are the costs related to the Company's service personnel, of which there were 24 and 21 at March 31, 2021 and 2020, respectively.
Future gross profit margins are expected to fluctuate quarter to quarter and will be impacted by the rate of growth and mix of the Company's product and service offerings, utilization of service personnel, fixed and variable royalty expense, and foreign currency exchange rate fluctuations.
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Operating Expenses
The following is a summary of operating expenses (dollars in thousands):
Three Months Ended March 31,
Increase (Decrease)Percent Increase (Decrease)
202120202020 to 20212020 to 2021
Operating expenses:
Research and development$2,030 $1,780 $250 14 %
Sales and marketing4,476 2,218 2,258 102 
General and administrative2,527 2,593 (66)(3)
Amortization of purchased intangibles162 164 (2)(1)
Total operating expenses$9,195 $6,755 $2,440 36 %
Total operating expenses as a percent of revenues increased to 158% for the three months ended March 31, 2021, compared to 109% for the three months ended March 31, 2020, primarily driven by increased costs for outside services and consulting associated with the continued implementation of the Company's strategic roadmap in 2021, higher compensation costs associated with increased number of personnel, offset by decreased transaction-related expenses related to the Company's merger agreement with Synacor, Inc. that was subsequently terminated. The Company had 114 and 84 personnel in operating activities at March 31, 2021 and 2020, respectively. The Company incurred severance expense within operating expenses of $102,000 for the three months ended March 31, 2021. No severance expense was incurred for the three months ended March 31, 2020.
Research and development
Research and development expenses were as follows (dollars in thousands):
Three Months Ended March 31,
IncreasePercent Increase
202120202020 to 20212020 to 2021
Compensation and employee-related$1,268 $1,248 $20 %
Overhead and other expenses464 394 70 18 
Outside services and consulting274 113 161 142 
Depreciation and amortization— n/m
Equity-based compensation23 25 (2)(8)
Total research and development expenses$2,030 $1,780 $250 14 %
Total research and development expenses as a percent of revenues were 35% and 29% for the three months ended March 31, 2021 and 2020, respectively. The Company had 36 and 35 research and development personnel as of March 31, 2021 and 2020, respectively.
The increase in total research and development expenses of $250,000 in the three months ended March 31, 2021, compared to the corresponding 2020 period, was primarily due to increased costs related to research and development outside services and consulting expense related to development of features and functionality in the Company's cloud. Additionally, overhead and other expenses increased as the Company incurred higher research and development expenses to support customers’ increased usage of Qumu’s cloud-based enterprise video solution due to COVID-19.
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Sales and marketing
Sales and marketing expenses were as follows (dollars in thousands):
Three Months Ended March 31,
Increase (Decrease)Percent Increase (Decrease)
202120202020 to 20212020 to 2021
Compensation and employee-related$2,655 $1,771 $884 50 %
Overhead and other expenses242 237 
Outside services and consulting1,485 172 1,313 763 
Depreciation and amortization11 (4)(36)
Equity-based compensation87 27 60 222 
Total sales and marketing expenses$4,476 $2,218 $2,258 102 %
Total sales and marketing expenses as a percent of revenues were 77% and 36% for the three months ended March 31, 2021 and 2020, respectively. The Company had 55 and 32 sales and marketing personnel at March 31, 2021 and 2020, respectively.
The increase in sales and marketing expenses of $2.3 million in the three months ended March 31, 2021, compared to the corresponding 2020 period, was primarily driven by $1.3 million of increased costs for outside services and consulting associated with the continued implementation of the Company's strategic roadmap in 2021, and $884,000 of higher compensation costs associated with an increase in sales and marketing personnel.
General and administrative
General and administrative expenses were as follows (dollars in thousands):
Three Months Ended March 31,
Increase (Decrease)Percent Increase (Decrease)
202120202020 to 20212020 to 2021
Compensation and employee-related$913 $698 $215 31 %
Overhead and other expenses305 308 (3)(1)
Outside services and consulting799 522 277 53 
Depreciation and amortization46 66 (20)(30)
Equity-based compensation464 188 276 147 
Transaction-related expenses— 811