Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.20.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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 June 30, 2020, the following warrants for the purchase of Qumu's common stock were outstanding and exercisable:
Description
 
Number of underlying warrant shares
 
Warrant exercise price
(per share)
 
Warrant expiration date
Warrant issued in conjunction with October 2016 debt financing ("Hale warrant")
 
314,286

 
$
2.80

 
October 21, 2026
Warrant issued to sales partner, iStudy Co., Ltd. ("iStudy warrant")
 
100,000

 
$
2.43

 
August 31, 2028
Total warrants outstanding
 
414,286

 
 
 
 

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 expense of $434,000 and $1.4 million for the three months ended June 30, 2020 and 2019, respectively, and non-cash expense of $398,000 and $1.7 million for the six months ended June 30, 2020 and 2019, respectively, resulting from the change in fair value of the warrant liability.
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 recorded non-cash income of $105,000 for both the three and six months ended June 30, 2020 resulting from the change in fair value of the derivative liability.
The Company’s liabilities measured at fair value on a recurring basis and the fair value hierarchy utilized to determine such fair values is as follows at June 30, 2020 and December 31, 2019 (in thousands):
 
 
 
Fair Value Measurements Using
 
Total Fair
Value at
June 30, 2020
 
Quoted Prices in
Active Markets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Liabilities:
 
 
 
 
 
 
 
Warrant liability - Hale
$
1,224

 
$

 
$

 
$
1,224

Warrant liability - iStudy
258

 

 

 
258

Warrant liability
$
1,482

 
$

 
$

 
$
1,482

Derivative liability
$
35

 
$

 
$

 
$
35

Total
$
1,517

 
$

 
$

 
$
1,517

 
 
 
Fair Value Measurements Using
 
Total Fair
Value at
December 31, 2019
 
Quoted Prices in
Active Markets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Liabilities:
 
 
 
 
 
 
 
Warrant liability - ESW
$
2,149

 
$

 
$

 
$
2,149

Warrant liability - Hale
645

 

 

 
645

Warrant liability - iStudy
145

 

 

 
145

Total
$
2,939

 
$

 
$

 
$
2,939


The Company's evaluation of the probability and timing of a change in control represents an unobservable input (Level 3) that shortens or lengthens the expected term input of the option pricing model for all warrants, and generally correspondingly increases or decreases, respectively, the discounted value of the minimum cash payment component of the Hale warrant and, prior to its cancellation, the ESW warrant. Consequently, as of June 30, 2020 and December 31, 2019, the liability related to each warrant was classified as a Level 3 liability.
The Company's evaluation of the probability and timing of a change in control represents an unobservable input (Level 3) that increases or decreases the likelihood of triggering the note payable agreement's Fundamental Transaction contingency, resulting in Level 3 classification of the derivative liability.
The following table represents the significant unobservable input used in the fair value measurement of Level 3 warrant liability instruments:
 
June 30, 2020
Probability-weighted timing of change in control
5.2 years

The following table summarizes the changes in fair value measurements for the six months ended June 30, 2020:
 
 
Warrant liability
 
Derivative liability
 
Total
Balance at December 31, 2019
 
$
2,939

 
$

 
$
2,939

Cancellation of ESW warrant liability (Note 3)
 
(1,855
)
 

 
(1,855
)
Issuance of derivative liability upon cancellation of ESW warrant
 

 
140

 
140

Change in fair value
 
398

 
(105
)
 
293

Balance at June 30, 2020
 
$
1,482

 
$
35

 
$
1,517