Commitments and Contingencies
|6 Months Ended|
Jun. 30, 2021
|Commitments and Contingencies Disclosure [Abstract]|
|Commitments and Contingencies||Commitments and Contingencies
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 contained a renewal option for a period of five years. Because at the inception of the leases the Company was not reasonably certain it would 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):
Future payments used in the measurement of lease liabilities on the condensed consolidated balance sheet as of June 30, 2021 are as follows (in thousands):
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). As of June 30, 2021, there were no amounts outstanding on the line of credit. For the quarter ending June 30, 2021, the Company was in compliance with all covenants of the credit agreement.
On August 6, 2021, the Company entered into a First Amendment to the line of credit dated January 15, 2021. The following summarizes the Loan and Security Agreement as amended by the First Amendment.
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. However, until the Company's financial statements due for the quarter ending September 30, 2021 are received and reviewed by the Lender, the availability amount will not exceed $7.5 million. The borrowing base is initially four times the prior quarter’s monthly average recurring revenue from eligible customer accounts, but the multiple will thereafter be adjusted on a quarterly basis from and after the calendar quarter ending September 30, 2021. Thereafter, the borrowing base multiple will be four times if monthly recurring revenue declined from the preceding calendar quarter, five times if monthly recurring revenue increased up to 5% over the preceding calendar quarter, and six times if monthly recurring revenue increased at least 5% over the preceding calendar quarter. 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. The minimum quarterly recurring revenue for the third and fourth quarters of 2021 must be $4.5 million and $4.75 million, respectively. The minimum quarterly recurring revenue must be $5 million, $5.5 million, $6 million and $6.5 million for the first quarter through the fourth quarter of 2022, respectively. The Company is required to have minimum liquidity, tested as of the last day of each fiscal quarter. If the Company's trailing three month cash burn (calculated as provided in the First Amendment) is negative, then the Company must have liquidity of not less than $5 million or an amount equal to six months of remaining months minimum liquidity. If the Company's trailing three month cash burn is greater than or equal to zero dollars, then the Company must have liquidity of not less than $5 million. Liquidity is 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. Cash burn is Adjusted EBITDA, as defined in the First Amendment, less capital expenditures and cash interest paid.
On January 15, 2021, the Company repaid the secured promissory note dated 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.
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.
The entire disclosure for commitments and contingencies.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef