false 0001029744 0001029744 2022-02-10 2022-02-10
 
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
 
 
February 10, 2022 (February 10, 2022)
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:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value SOFO Nasdaq Capital Market
 
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 February 10, 2022, Sonic Foundry, Inc. reported financial results for the fiscal quarter ended December 31, 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)
 
 
February 10, 2022
 
   
By:
/s/ Kenneth A. Minor
By:
Kenneth A. Minor
Title:
Chief Financial Officer
 
 
 

Exhibit 99.1

 

 

LOGO.JPG

 

 

Sonic Foundry Announces First Quarter 2022 Financial Results

 

MADISON, Wis. – February 10, 2022 - Sonic Foundry, Inc. (NASDAQ: SOFO), the trusted leader in video creation and management solutions, and virtual and hybrid events, today announced consolidated financial results for its first quarter 2022 ended December 31, 2021.

 

Highlights for the First Quarter Ended December 31, 2021

 

  Total revenue was $7.3 million compared to $9.2 million in the prior year quarter due to reduced event revenue associated with in-person events being cancelled or delayed as a result of COVID.
  Gross margin was 71% of sales versus 74% of sales in the prior year quarter, reflecting hardware cost increases from global supply chain pressure.
  Net loss attributable to common stockholders was $0.17 per share compared to net income of $0.08 per diluted share in the first fiscal quarter of 2021, reflecting new investments made in product development and marketing to address new markets.
  Adjusted EBITDA was a negative $1.1 million compared to $1.3 million in the first fiscal quarter of 2021.
  On January 25, 2022, SOFO began trading on the Nasdaq Capital Market.

 

Management Commentary

 

“As I indicated last quarter, we expect that fiscal 2022 revenues will be relatively flat with momentum building throughout the year and beyond.  While our first quarter performance was down year-over-year, it was in line with fluctuations in the events industry and economic distruption caused by the lingering pandemic. It’s not surprising that the omicron variant caused renewed confusion and delays in the marketplace, just when event organizers began to schedule more in-person and hybrid gatherings.  The same also applies to corporate workplaces where management teams are still working to determine whether and how to bring their employees back to the office safely and productively. While we can assume these situations will eventually be resolved, the current uncertainty leads to disruption in our base video business,” said Joe Mozden, Jr., Chief Executive Officer of Sonic Foundry.

 

“While we always aim at steadily improving results, we recognize growth constraints in our existing business and therefore are far more focused on building our runway for future growth.  As I shared in my year-end commentary, we are very energized by our new initiatives that will address tomorrow’s needs and generate future growth.  First, we are expanding our cloud capabilities to better support our customers’ video-first journey.  This is an important step in moving Sonic Foundry from primarily a hardware provider to a SaaS service provider with recurring revenue streams.  Second, next-gen Sonic Foundry is materializing before our eyes. We are building the world’s most complete library of AI -enabled video solutions that can deliver instant, comprehensive, and automated video enhancement at scale.  We call this:  better video every time, in no time, and we are confident the market for this technology provides our Company with an ability to generate impressive growth.

 

“The third key component of our growth strategy has the potential to democratize global higher education. U.S. and U.K. universities are being increasingly challenged with lower enrollment and are looking for ways to expand into new growth markets.  In close collaboration with several university clients, we identified a global supply-demand imbalance. There are many students worldwide that can afford a higher education yet do not have access to it for a variety of reasons—geo/political instability; international travel restrictions; and inadequate infrastructure.  Our innovative solution will allow students to have an in-person experience in locally supported, affordable, community-centric environments that offer aggregated educational content through our Mediasite platform. Think of it this way—master classes taught by top professors that encourage students to engage with one another in a collaborative and supported setting. Our team is thrilled to be part of a solution that bridges the educational gap and offers education opportunities in economically disadvantaged regions.”

 

“This quarter is the beginning of our transformation from focusing solely on our existing business to investing substantially, not only in our current space, but in adjacent markets where we have the right to win. I promised to keep you updated on our progress regarding these top-priority initiatives and am pleased to share that we have deals with key enterprise clients who are excited to bring these new ventures to market with us.  The other piece of news is that we achieved our goal of uplisting to the Nasdaq Capital Market, which I believe will improve our visibility to new investors and our trading liquidity.  Our team has accomplished a lot in a short period of time, yet we’re just getting started.”

 

Fiscal First Quarter 2022 Operating Results

 

Service revenue, which included support, cloud services, events, and professional services was $5.2 million for fiscal quarter ended December 31, 2021, compared to prior year quarter service revenue of $7.0 million. Product revenue was $2.0 million compared to $2.2 million during the same period last year. Cloud services revenue, including event related cloud services, decreased 23% to $1.8 million in the first quarter of 2022 compared to $2.4 million in the same quarter last year. Event revenue in the first quarter of 2022 was $1.4 million, compared with $1.9 reported in the comparable year-ago quarter. Gross margin was $5.1 million for the first quarter of fiscal 2022, compared with $6.8 million in the same period of the prior fiscal year.

 

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 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 first quarter ended December 31, 2022, and 2021 are included in the release. 

 

About Sonic Foundry®, Inc.

 

Sonic Foundry (NASDAQ: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.

 

© 2022 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, Inc.

maggie@mpublicrelations.com

310-916-6934

 

Investors:

Margaret Boyce, Financial Profiles

mboyce@finprofiles.com

310-622-8247

 

 

 

Sonic Foundry, Inc.

Consolidated Balance Sheets

(in thousands, except for share data)

(Unaudited)

 

    December 31,     September 30,  
   

2021

   

2021

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 6,521     $ 9,989  

Accounts receivable, net of allowances of $198 and $236

    5,303       5,167  

Inventories, net

    717       442  

Investment in sales-type lease, current

    267       294  

Capitalized commissions, current

    341       360  

Prepaid expenses and other current assets

    1,168       1,153  

Total current assets

    14,317       17,405  

Property and equipment:

               

Leasehold improvements

    1,085       1,111  

Computer equipment

    8,840       8,527  

Furniture and fixtures

    1,547       1,528  

Total property and equipment

    11,472       11,166  

Less accumulated depreciation and amortization

    8,374       8,368  

Property and equipment, net

    3,098       2,798  

Other assets:

               

Investment in sales-type lease, long-term

    436       490  

Capitalized commissions, long-term

    75       76  

Right-of-use assets under operating leases

    2,786       2,441  

Other long-term assets

    1,130       805  

Total assets

  $ 21,842     $ 24,015  

Liabilities and stockholders’ equity

               

Current liabilities:

               

Accounts payable

    1,444       1,072  

Accrued liabilities

    2,020       2,522  

Current portion of unearned revenue

    8,352       9,413  

Current portion of finance lease obligations

    60       79  

Current portion of operating lease obligations

    1,128       930  

Total current liabilities

    13,004       14,016  

Long-term portion of unearned revenue

    1,495       1,614  

Long-term portion of finance lease obligations

    22       26  

Long-term portion of operating lease obligations

    1,759       1,583  

Long-term portion of notes payable and warrant debt

    554       556  

Derivative liability, at fair value

    26       53  

Other liabilities

    118       27  

Total liabilities

    16,978       17,875  

Commitments and contingencies

               

Stockholders’ equity:

               

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; 9,108,071 and 9,064,821 shares issued and 9,095,355 and 9,052,105 shares outstanding

    91       91  

Additional paid-in capital

    213,557       213,278  

Accumulated deficit

    (207,970 )     (206,442 )

Accumulated other comprehensive loss

    (645 )     (618 )

Treasury stock, at cost, 12,716 shares

    (169 )     (169 )

Total stockholders’ equity

    4,864       6,140  

Total liabilities and stockholders’ equity

  $ 21,842     $ 24,015  

 

 

 

Sonic Foundry, Inc.

Consolidated Statements of Operations

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

(Unaudited)

 

   

Three Months Ended December 31,

 
   

2021

   

2020

 

Revenue:

               

Product and other

  $ 2,009     $ 2,161  

Services

    5,244       7,004  

Total revenue

    7,253       9,165  

Cost of revenue:

               

Product and other

    861       813  

Services

    1,244       1,598  

Total cost of revenue

    2,105       2,411  

Gross margin

    5,148       6,754  

Operating expenses:

               

Selling and marketing

    3,091       3,010  

General and administrative

    1,798       1,198  

Product development

    1,774       1,741  

Total operating expenses

    6,663       5,949  

Income (Loss) from operations

    (1,515 )     805  

Non-operating income (expenses):

               

Interest income (expense), net

    5       (29 )

Other income (expense), net

    (19 )     11  

Total non-operating expense

    (14 )     (18 )

Income (Loss) before income taxes

    (1,529 )     787  

Income tax benefit (expense)

    1       (155 )

Net income (loss)

  $ (1,528 )   $ 632  

Dividends on preferred stock

           

Net income (loss) attributable to common stockholders

  $ (1,528 )   $ 632  

Income (Loss) per common share:

               

Basic net income (loss) per common share

  $ (0.17 )   $ 0.08  

Diluted net income (loss) per common share

  $ (0.17 )   $ 0.08  

Weighted average common shares – Basic

    9,077,492       7,963,775  

– Diluted

    9,077,492       8,336,028  

 

 

 

Sonic Foundry, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

   

Three Months Ended

 
   

December 31,

 
   

2021

   

2020

 

Operating activities

               

Net Income (Loss)

  $ (1,528 )   $ 632  

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

               

Amortization of warrant debt, debt discount and debt issuance costs

    8       19  

Depreciation and amortization of property and equipment

    252       268  

Loss on sale of fixed assets

    167        

Provision for doubtful accounts

    (63 )     22  

Stock-based compensation expense related to stock options

    221       119  

Remeasurement (gain) loss on derivative liability

    (27 )     5  

Changes in operating assets and liabilities:

               

Accounts receivable

    (171 )     1,079  

Inventories

    (279 )     (42 )

Investment in sales-type lease

    60       63  

Capitalized commissions

    20       95  

Prepaid expenses and other current assets

    (34 )     45  

Right-of-use assets under operating leases

    (371 )     285  

Operating lease obligations

    404       (295 )

Other long-term assets

    (21 )     (91 )

Accounts payable and accrued liabilities

    (177 )     (2,053 )

Other long-term liabilities

    95       12  

Unearned revenue

    (1,122 )     (1,431 )

Net cash used in operating activities

    (2,566 )     (1,268 )

Investing activities

               

Purchases of property and equipment

    (616 )     (287 )

Capitalization of software development costs

    (328 )      

Net cash used in investing activities

    (944 )     (287 )

Financing activities

               

Payments on notes payable

          (368 )

Proceeds from exercise of common stock options

    58       142  

Payments on capital lease and financing arrangements

    (23 )     (41 )

Net cash provided by (used in) financing activities

    35       (267 )

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

    7       48  

Net decrease in cash and cash equivalents

    (3,468 )     (1,774 )

Cash and cash equivalents at beginning of year

    9,989       7,619  

Cash and cash equivalents at end of year

  $ 6,521     $ 5,845  

Supplemental cash flow information:

               

 

 

 

Interest paid

  $ 2     $ 20  

Income taxes paid, foreign

    28       44  

Non-cash financing and investing activities:

               

Property and equipment financed by finance lease or accounts payable

    253        
                 

 

 

 

Sonic Foundry, Inc.

Consolidated Non-GAAP Adjusted EBITDA Reconciliation

(in thousands)

 

   

Three Months Ended December 31,

 
   

2021

   

2020

 

Net income (loss)

  $ (1,528 )   $ 632  

Add:

               

Depreciation and amortization

    252       268  

Income tax expense (benefit)

    (1 )     155  

Interest expense (income)

    (5 )     29  

Stock-based compensation expense

    221       119  

Severance

    -       101  

Adjusted EBITDA

  $ (1,061 )   $ 1,304