false 0001029744 0001029744 2021-12-09 2021-12-09
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
December 9, 2021 (December 9, 2021)
Date of Report (Date of earliest event reported)
 
Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
(State or other jurisdiction
of incorporation)
 
000-30407
(Commission
File Number)
 
39-1783372
(IRS Employer
Identification No.)
 
 
222 W. Washington Ave
Madison, WI 53703
(Address of principal executive offices)
(608) 443-1600
(Registrant's telephone number)
 
Securities registered pursuant to Section 12(b) of the Act: none
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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.  ☐
 
 

 
Item 2.02 Results of Operations and Financial Condition.
 
On December 9, 2021, Sonic Foundry, Inc. reported financial results for the fiscal quarter and year ended September 30, 2021. See attached press release at exhibit 99.1.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(a)
Exhibits
 
 
99.1
  104 Cover page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
EXHIBIT LIST
 
 
NUMBER DESCRIPTION
   
99.1
104 Cover page Interactive Data File (embedded within the Inline XBRL document)
   
 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Sonic Foundry, Inc.
(Registrant)
 
 
December 9, 2021
 
   
By:
/s/ Ken Minor
By:
Ken Minor
Title:
Interim Chief Financial Officer
 
 
 

Exhibit 99.1

 

 

LOGO.JPG

 

 

Sonic Foundry Announces Fiscal Year 2021 and Fourth Quarter Financial Results

 

MADISON, Wis. – December 9, 2021 - Sonic Foundry, Inc. (OTC Pink Sheets: SOFO), the trusted leader for video creation and management solutions as well as virtual and hybrid events, today announced consolidated financial results for its fiscal year 2021 and fourth quarter ended September 30, 2021.

 

Highlights for the Fiscal Year Ended September 30, 2021

 

 

Total revenue increased 1.4% to $35.2 million compared to $34.7 million in the prior year. Exceeded fiscal 2021 revenue goal mainly due to growth in cloud and event business which offset pressures on traditional products.

 

Gross margin was 71% of sales compared to 72% of sales in the prior year, reflecting investment in cloud infrastructure to support recurring revenue growth.

 

Net income attributable to common stockholders was $0.36 per diluted share, compared to a net loss of $0.02 per diluted share in fiscal year 2020. Net income included the forgiveness of $2.3 million of debt associated with the PPP program.

 

Adjusted EBITDA was $2.7 million compared to $2.4 million in fiscal year 2020.

 

Highlights for the Fiscal Quarter Ended September 30, 2021

 

  Total revenue was $8.6 million compared to $10.2 million in the prior year quarter due to the $1.3 million impact of a one-time project to migrate a significant on-premises deployment to the Mediasite Cloud.
  Gross margin was 69% of sales compared to 72% of sales in the prior year quarter, reflecting investment in cloud infrastructure to support recurring revenue growth.
  Net loss attributable to common stockholders was $0.05 per diluted share, compared to a net income of $0.06 per diluted share in the fourth fiscal quarter of 2020, reflecting new investments made in product development and marketing to address new markets.
  Adjusted EBITDA was a negative $270 thousand compared to $1.6 million in the fourth fiscal quarter of 2020.

 

Management Commentary

 

“During fiscal 2021, we made substantial progress on transforming our business to the next-gen Sonic Foundry.  When I assumed the role of CEO, I laid out a plan to apply my past success energizing companies to achieve high revenue growth by stabilizing and growing the current business while simultaneously entering new markets. We are hitting our stride on executing that plan which began with having the right team in place. I am proud that we attracted top talent to our senior leadership and Board of Directors. This new team was able to reverse a long-standing revenue decline in just seven months while significantly improving profitability and strengthening the balance sheet.  I am excited about our strategic investments in innovation that were made to ensure our Mediasite platform continues to lead the industry in powering video access for our customers anytime, anywhere and on any device,” said Joe Mozden Jr., CEO, Sonic Foundry.

 

“I believe that the greatest opportunity in our 30-year history lies just ahead. The pandemic accelerated how content is delivered and consumed and we have optimized our platform to capitalize on this powerful and permanent shift in how people work and learn. Every day, we work with customers to adopt a new paradigm that makes any event or classroom—whether virtual, hybrid or in person—more engaging, more personalized, and more impactful. We are expanding our cloud capabilities to better support our customers as they adapt to a digital first world. At the same time, we are moving from primarily a hardware provider to a SaaS service provider, which will ultimately generate more recurring revenue.”

 

“I am particularly excited about the R&D projects we are undertaking that will address tomorrow’s needs. We are developing a set of AI-based video solutions that will enhance the value of our customers’ content. The target for our innovation is every video that exists in the enterprise, regardless of origin, saving content owners valuable time as they struggle to meet the high expectations of their audiences. In addition, we are innovating new solutions to bridge the higher education gap in developing economies where a supply and demand imbalance exists. I look forward to sharing exciting updates on these initiatives as we achieve the aggressive goals we have laid out for the year ahead.”  

 

“We are actively investing in the future of our company and are rigorously disciplined when it comes to generating long-term value for our stakeholders. Our business is now right-sized, with a plan to execute future growth initiatives in exciting new markets. We have a solid foundation, a 30-year history of industry leadership, a large installed base of amazing customers, and an energized management team focused on creating value. With the highly fragmented enterprise video market expected to grow at a CAGR of 11.6% to $33 billion in the next five years, we have considerable potential to gain market share in areas where we have earned the right to win,” concluded Mozden.

 

Fiscal Year 2021 Operating Results

 

Service revenue, which included support, cloud services, events, and professional services was $24.7 million for fiscal year 2021 compared to $24.4 million in the prior fiscal year. Product revenue was $10.5 million compared to $10.3 million during the same period last year. Cloud services revenue increased 20% to $8.3 million compared to $6.9 million last fiscal year. Event revenue increased 8% to $6.4 million versus $5.9 million last fiscal year.

 

Gross margin was 71% for fiscal year 2021, compared with 72% in last fiscal year. The decrease in gross margin was primarily attributable to significant investment in new cloud infrastructure needed to drive future growth.

 

Selling, general, administrative, and other expenses (SG&A) was $24.1 million for fiscal year 2021, compared with $24.4 million in the prior fiscal year. While SG&A decreased from last year reflecting headcount reductions in late fiscal 2020, the Company invested heavily in new systems and resources in the latter half of fiscal 2021 to drive future growth.

 

Net income attributable to common stockholders was $3.1 million (including forgiveness of a PPP loan of $2.3 million), or $0.36 per diluted share, for fiscal year 2021, compared with a net loss attributable to common stockholders of $179 thousand, or a loss $0.02 per diluted share, for the same period of the prior fiscal year.

 

Adjusted EBITDA was $2.7 million in fiscal year 2021, compared to $2.4 million in the prior fiscal year.

 

Fiscal Fourth Quarter 2021 Operating Results

 

Service revenue, which included support, cloud services events, and installations was $5.6 million, compared to prior year service revenue of $7.4 million, which included a $1.3 million customer data center migration. Product revenue was $3.0 million compared to $2.7 in the fourth quarter last year. Cloud services revenue decreased due to the $1.5 million impact of a one-time project to migrate a significant on-premises deployment to the Mediasite Cloud.

 

Gross margin was $5.9 million for the fourth quarter of fiscal 2021, compared with $7.3 million in the same period of the prior fiscal year. The decrease again reflects a large on-time transaction in the prior year to migrate a customer to the Mediasite Cloud.

 

Selling, general, administrative, and other expenses (SG&A) was $6.6 million for the fourth quarter of fiscal 2021, compared with $6.7 million in the year ago period.

 

Net loss attributable to common stockholders was $458 thousand, or a loss of $0.06 per diluted share, for the fourth quarter of fiscal 2021, compared with net income attributable to common stockholders of $439 thousand, or $0.06 per diluted share, for the same period of the prior fiscal year.

 

Adjusted EBITDA for the fourth quarter of 2021 was a negative $270 thousand versus $1.6 million in the year ago period.

 

Non-GAAP Financial Information

 

To supplement and enhance the reader’s understanding of our operating performance, we disclose adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (adjusted EBITDA), a non-GAAP measure of operating performance. Our adjusted EBITDA measure additionally adds back stock compensation expense, and severance, and subtracts gain from debt forgiveness from the SEC definition of EBITDA. As such, our adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and should not be viewed as an alternative to net income as a measurement of our operating performance. A reconciliation of net income to adjusted EBITDA for the fourth quarter ended September 30, 2021, and 2020 are included in the release.

 

About Sonic Foundry®, Inc.

 

Sonic Foundry (OTC Pink Sheets: SOFO) is the global leader for video capture, management, and streaming solutions as well as virtual and hybrid events. Trusted by more than 5,200 educational institutions, corporations, health organizations and government entities in over 65 countries, its Mediasite Video Platform quickly and cost-effectively automates the capture, management, delivery, and search of live and on-demand streaming videos. Learn more at www.sonicfoundry.com.

 

© 2021 Sonic Foundry, Inc. Product and service names mentioned herein are the trademarks of Sonic Foundry, Inc. or their respective owners.

 

Forward Looking Statements

 

This news release contains forward-looking statements about the products and services of Sonic Foundry within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements about our products and services, our customer base, strategic investments, new partnerships, our future operating results and any statements we make about the companys future. These types of statements address matters that are subject to many risks and uncertainties. Actual results could differ materially from the forward-looking guidance we provide. Any forward-looking statements should be considered in context of the risk factors disclosed in our periodic forms 10Q, 10K and other filings with the SEC. These filings can be accessed on-line at www.sec.gov and other websites or can be obtained from the companys investor relations department. All of the information and disclosures we make in this news release regarding our business, including any forward-looking guidance, are as of the date given and we assume no obligation to update or change this information, regardless of subsequent events.

 

Contacts

 

Media:

Maggie Habib, mPR

maggie@mpublicrelations.com

 

Investors:

Margaret Boyce

310-622-8247

mboyce@finprofiles.com

 

 

 

Sonic Foundry, Inc.

Consolidated Balance Sheets

(in thousands, except for share data)

(Unaudited)

 

   

September 30,

 
   

2021

   

2020

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 9,989     $ 7,619  

Accounts receivable, net of allowances of $261 and $236

    5,167       6,250  

Inventories, net

    442       1,167  

Investment in sales-type lease, current

    294       275  

Capitalized commissions, current

    360       440  

Prepaid expenses and other current assets

    1,153       1,065  

Total current assets

    17,405       16,816  

Property and equipment:

               

Leasehold improvements

    1,111       1,128  

Computer equipment

    8,527       7,960  

Furniture and fixtures

    1,528       1,366  

Total property and equipment

    11,166       10,454  

Less accumulated depreciation and amortization

    8,368       7,295  

Property and equipment, net

    2,798       3,159  

Other assets:

               

Investment in sales-type lease, long-term

    490       76  

Capitalized commissions, long-term

    76       100  

Right-of-use assets under operating leases

    2,441       2,081  

Other long-term assets

    805       397  

Total assets

  $ 24,015     $ 22,629  

Liabilities and stockholders’ equity (deficit)

               

Current liabilities:

               

Accounts payable

    1,072       2,689  

Accrued liabilities

    2,522       2,565  

Current portion of unearned revenue

    9,413       10,402  

Current portion of finance lease obligations

    79       119  

Current portion of operating lease obligations

    930       1,425  

Current portion of notes payable and warrant debt, net of discounts

          1,104  

Total current liabilities

    14,016       18,304  

Long-term portion of unearned revenue

    1,614       1,736  

Long-term portion of finance lease obligations

    26       89  

Long-term portion of operating lease obligations

    1,583       665  

Long-term portion of notes payable and warrant debt, net of discounts

    556       2,673  

Derivative liability, at fair value

    53       66  

Other liabilities

    27       144  

Total liabilities

    17,875       23,677  

Commitments and contingencies

               

Stockholders’ equity (deficit):

               

Preferred stock, $.01 par value, authorized 500,000 shares; none issued

           

9% Preferred stock, Series A, voting, cumulative, convertible, $.01 par value (liquidation preference of $1,000 per share), authorized 4,500 shares; zero shares issued and outstanding, at amounts paid in

           

5% Preferred stock, Series B, voting, cumulative, convertible, $.01 par value (liquidation preference at par), authorized 1,000,000 shares, none issued

           

Common stock, $.01 par value, authorized 15,000,000 shares; 9,064,821 and 7,965,325 shares issued and 9,052,105 and 7,952,609 shares outstanding

    91       80  

Additional paid-in capital

    213,278       209,022  

Accumulated deficit

    (206,442 )     (209,519 )

Accumulated other comprehensive loss

    (618 )     (462 )

Treasury stock, at cost, 12,716 shares

    (169 )     (169 )

Total stockholders’ equity (deficit)

    6,140       (1,048 )

Total liabilities and stockholders’ equity (deficit)

  $ 24,015     $ 22,629  

 

 

 

Sonic Foundry, Inc.

Consolidated Statements of Operations

(in thousands, except for share and per share data)

(Unaudited)

 

   

Years Ended September 30,

   

Quarters Ended September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Revenue:

                               

Product and other

  $ 10,473     $ 10,339     $ 3,067     $ 2,727  

Services

    24,694       24,414       5,563       7,427  

Total revenue

    35,167       34,753       8,630       10,154  

Cost of revenue:

                               

Product and other

    4,042       4,430       1,204       1,243  

Services

    6,252       5,204       1,482       1,638  

Total cost of revenue

    10,294       9,634       2,686       2,881  

Gross margin

    24,873       25,119       5,944       7,273  

Operating expenses:

                               

Selling and marketing

    11,970       13,025       3,205       3,591  

General and administrative

    4,870       5,055       1,514       1,408  

Product development

    7,226       6,303       1,871       1,703  

Total operating expenses

    24,066       24,383       6,590       6,702  

Income (Loss) from operations

    807       736       (646 )     571  

Non-operating income (expenses):

                               

Interest expense, net

    (44 )     (658 )     (2 )     (37 )

Gain on debt forgiveness

    2,325                    

Other income (expense), net

    4       (109 )     12       41  

Total non-operating income (expense)

    2,285       (767 )     10       4  

Income (Loss) before income taxes

    3,092       (31 )     (636 )     575  

Income tax benefit (expense)

    (15 )     (148 )     178       (136 )

Net income (loss)

  $ 3,077     $ (179 )   $ (458 )   $ 439  

Dividends on preferred stock

                       

Net income (loss) attributable to common stockholders

  $ 3,077     $ (179 )   $ (458 )   $ 439  

Income (Loss) per common share:

                               

Basic net income (loss) per common share

  $ 0.37     $ (0.02 )   $ (0.06 )   $ 0.06  

Diluted net income (loss) per common share

  $ 0.36     $ (0.02 )   $ (0.05 )   $ 0.05  

Weighted average common shares – Basic

    8,230,100       7,216,135       8,086,331       7,940,480  

– Diluted

    8,650,384       7,216,135       8,952,750       8,346,877  

 

 

 

Sonic Foundry, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

   

Years Ended

 
   

September 30,

 
   

2021

   

2020

 

Operating activities

               

Net Income (Loss)

  $ 3,077     $ (179 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

               

Amortization of other intangibles

    49       231  

Depreciation and amortization of property and equipment

    1,263       889  

Loss on sale of fixed assets

    37        

Provision for doubtful accounts

    25       111  

(Recovery of ) Provision for inventory reserve

    (16 )     122  

Loss on conversion of related party debt to equity

          26  

Stock-based compensation expense related to stock options

    487       158  

Stock issued for board of director's fees

    70       63  

Deferred loan interest to related party

          317  

Remeasurement (gain) loss on derivative liability

    (13 )     57  

Gain on debt forgiveness

    (2,325 )      

Changes in operating assets and liabilities:

               

Accounts receivable

    821       268  

Inventories

    734       (729 )

Investment in sales-type lease

    (452 )     (48 )

Capitalized commissions

    104       30  

Prepaid expenses and other current assets

    (121 )     (57 )

Right-of-use assets under operating leases

    (387 )     492  

Operating lease obligations

    445       (528 )

Other long-term assets

    (438 )      

Accounts payable and accrued liabilities

    (989 )     1,503  

Other long-term liabilities

    (110 )     (2 )

Unearned revenue

    (1,015 )     617  

Net cash provided by (used in) operating activities

    1,246       3,341  

Investing activities

               

Purchases of property and equipment

    (1,482 )     (1,736 )

Net cash used in investing activities

    (1,482 )     (1,736 )

Financing activities

               

Proceeds from notes payable

          3,157  

Payments on notes payable

    (935 )     (1,358 )

Proceeds from issuance of common stock

    3,710       73  

Payments on capital lease and financing arrangements

    (120 )     (202 )

Net cash provided by financing activities

    2,655       1,670  

Changes in cash and cash equivalents due to changes in foreign currency

    (49 )     49  

Net increase (decrease) in cash and cash equivalents

    2,370       3,324  

Cash and cash equivalents at beginning of year

    7,619       4,295  

Cash and cash equivalents at end of year

  $ 9,989     $ 7,619  

Supplemental cash flow information:

               

 

 

 

Interest paid

  $ 32     $ 148  

Income taxes paid, foreign

    97       154  

Non-cash financing and investing activities:

               

Property and equipment financed by finance lease or accounts payable

    152       724  

Common stock issued for extinguishment of related party debt

          5,005  

 

 

 

Sonic Foundry, Inc.

Consolidated Non-GAAP Adjusted EBITDA Reconciliation

(in thousands)

 

   

Years Ended September 30,

   

Quarters Ended September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Net income (loss)

  $ 3,077     $ (179 )   $ (458 )   $ 439  

Add:

                               

Depreciation and amortization

    1,263       889       255       235  

Income tax expense (benefit)

    15       148       (178 )     136  

Interest expense

    44       658       2       37  

Stock-based compensation expense

    487       158       109       55  

Severance

    157       705       -       705  

Subtract:

                               

Gain on debt forgiveness

    2,325       -       -       -  

Adjusted EBITDA

  $ 2,718     $ 2,379     $ (270 )   $ 1,607