Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 28, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AUTOBYTEL INC | ' |
Entity Central Index Key | '0001023364 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 8,992,078 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
UNAUDITED_CONSOLIDATED_CONDENS
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Current assets: | ' | ' | |
Cash and cash equivalents | $19,257 | $18,930 | [1] |
Accounts receivable, net of allowances for bad debts and customer credits of $405 and $405 at March 31, 2014 and December 31, 2013, respectively | 16,072 | 14,178 | [1] |
Deferred tax asset | 3,348 | 3,517 | [1] |
Prepaid expenses and other current assets | 592 | 506 | [1] |
Total current assets | 39,269 | 37,131 | [1] |
Property and equipment, net | 1,676 | 1,548 | [1] |
Equity investment | 2,500 | 2,500 | [1] |
Intangible assets, net | 5,233 | 1,821 | [1] |
Goodwill | 20,948 | 13,602 | [1] |
Deferred tax asset | 31,135 | 31,135 | [1] |
Other assets | 757 | 456 | [1] |
Total assets | 101,518 | 88,193 | [1] |
Current liabilities: | ' | ' | |
Accounts payable | 7,727 | 5,267 | [1] |
Accrued expenses and other current liabilities | 6,510 | 7,649 | [1] |
Deferred revenues | 10 | -1 | [1] |
Total current liabilities | 14,247 | 12,915 | [1] |
Convertible note payable | 6,000 | 5,000 | [1] |
Term loan payable | 8,438 | ' | [1] |
Borrowings under credit facility | 5,250 | 4,250 | [1] |
Other non-current liabilities | 975 | 1,200 | [1] |
Total liabilities | 34,910 | 23,365 | [1] |
Commitments and contingencies | ' | ' | [1] |
Stockholders' equity: | ' | ' | |
Preferred stock, $0.001 par value; 11,445,187 shares authorized; none outstanding | ' | ' | [1] |
Common stock, $0.001 par value; 55,000,000 shares authorized and 8,981,340 and 8,909,737 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 9 | 9 | [1] |
Additional paid-in capital | 308,581 | 307,171 | [1] |
Accumulated deficit | -241,982 | -242,352 | [1] |
Total stockholders' equity | 66,608 | 64,828 | [1] |
Total liabilities and stockholders' equity | $101,518 | $88,193 | [1] |
[1] | Amounts were derived from audited financial statements |
UNAUDITED_CONSOLIDATED_CONDENS1
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Accounts receivable, allowances for bad debts and customer credits | $405 | $405 |
Stockholders' equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, authorized (in shares) | 11,445,187 | 11,445,187 |
Preferred stock, outstanding (in shares) | ' | ' |
Common stock, authorized (in shares) | 55,000,000 | 55,000,000 |
Common stock, issued (in shares) | 8,981,340 | 8,909,737 |
Common stock, outstanding (in shares) | 8,981,340 | 8,909,737 |
UNAUDITED_CONSOLIDATED_CONDENS2
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Lead fees | $26,013 | $17,517 |
Advertising | 673 | 715 |
Other revenues | 273 | 29 |
Total revenues | 26,959 | 18,261 |
Cost of revenues | 16,874 | 11,669 |
Gross profit | 10,085 | 6,592 |
Operating expenses: | ' | ' |
Sales and marketing | 4,017 | 2,241 |
Technology support | 1,924 | 1,705 |
General and administrative | 3,022 | 2,290 |
Depreciation and amortization | 434 | 424 |
Litigation settlements | -68 | -71 |
Total operating expenses | 9,329 | 6,589 |
Operating income | 756 | 3 |
Interest and other income (expense), net | -166 | 402 |
Income before income tax provision | 590 | 405 |
Income tax provision | 220 | 71 |
Net income and comprehensive income | $370 | $334 |
Computation of Basic and Diluted Net Income Per Share [Abstract] | ' | ' |
Basic income per common share (in dollars per share) | $0.04 | $0.04 |
Diluted income per common share (in dollars per share) | $0.04 | $0.04 |
UNAUDITED_CONSOLIDATED_CONDENS3
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' | |
Net income | $370 | $334 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ' | ' | |
Depreciation and amortization | 527 | 538 | |
Provision for bad debts | 27 | 8 | |
Provision for customer credits | 207 | 169 | |
Share-based compensation | 286 | 186 | |
Change in deferred tax asset | 169 | ' | |
Changes in assets and liabilities: | ' | ' | |
Accounts receivable | 806 | -1,813 | |
Prepaid expenses and other current assets | -42 | 6 | |
Other assets | -301 | -71 | |
Accounts payable | 179 | 1,442 | |
Accrued expenses and other current liabilities | -1,139 | -1,052 | |
Deferred revenues | 11 | -166 | |
Non-current liabilities | -225 | 47 | |
Net cash provided by (used in) operating activities | 875 | -372 | |
Cash flows from investing activities: | ' | ' | |
Purchases of property and equipment | -256 | -198 | |
Purchase of AutoUSA | -10,044 | ' | |
Net cash used in investing activities | -10,300 | -198 | |
Cash flows from financing activities: | ' | ' | |
Borrowings under credit facility | 1,000 | ' | |
Borrowings under term loan | 9,000 | ' | |
Payments on term loan borrowings | -562 | ' | |
Proceeds from exercise of stock options | 314 | 20 | |
Payment of contingent fee arrangement | ' | -28 | |
Net cash provided by (used in) financing activities | 9,752 | -8 | |
Net increase (decrease) in cash and cash equivalents | 327 | -578 | |
Cash and cash equivalents, beginning of period | 18,930 | [1] | 15,296 |
Cash and cash equivalents, end of period | $19,257 | $14,718 | |
[1] | Amounts were derived from audited financial statements |
Organization_and_Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Operations | ' |
Autobytel Inc. (“Autobytel” or the “Company”) is an automotive marketing services company that assists automotive retail dealers (“Dealers”) and automotive manufacturers (“Manufacturers”) market and sell new and used vehicles through its programs for online lead referrals (“Leads”), Dealer marketing products and services, online advertising programs and mobile products. | |
The Company’s consumer-facing automotive websites (“Company Websites”), including its flagship website Autobytel.com®, provide consumers with information and tools to aid them with their automotive purchase decisions and the ability to submit inquiries requesting Dealers to contact the consumers regarding purchasing or leasing vehicles (“Vehicle Leads”). For consumers who may not be able to secure loans through conventional lending sources, the Company Websites provide these consumers the ability to submit inquiries requesting Dealers or other lenders that may offer vehicle financing to these consumers to contact the consumers regarding vehicle financing (“Finance Leads”). The Company’s mission for consumers is to be “Your Lifetime Automotive Advisor®” by engaging consumers throughout the entire lifecycle of their automotive needs. | |
The Company was incorporated in Delaware on May 17, 1996. Its principal corporate offices are located in Irvine, California. The Company’s common stock is listed on The NASDAQ Capital Market under the symbol ABTL. | |
On January 13, 2014 (“AutoUSA Acquisition Date”), Autobytel and AutoNation, Inc., a Delaware corporation (“Seller Parent”), and AutoNationDirect.com, Inc., a Delaware corporation and subsidiary of Seller Parent (“Seller”), entered into and consummated a Membership Interest Purchase Agreement in which Autobytel acquired all of the issued and outstanding membership interests in AutoUSA, LLC, a Delaware limited liability company and a subsidiary of Seller (“AutoUSA”). AutoUSA was a (i) lead aggregator purchasing internet-generated automotive consumer leads from third parties and reselling those consumer leads to automotive vehicle dealers; and (ii) reseller of third party products and services to automotive Dealers. See Note 4. | |
Effective October 1, 2013 (“Advanced Mobile Acquisition Date”), the Company acquired substantially all of the assets of privately-held Advanced Mobile, LLC, a Delaware limited liability company, and Advanced Mobile Solutions Worldwide, Inc., a Delaware corporation (collectively referred to in this Quarterly Report on Form 10-Q as “Advanced Mobile”). Advanced Mobile (now Autobytel Mobile) provides mobile marketing solutions (e.g., mobile applications, mobile portals, mobile websites, TextShield™, mobile text marketing, quick response codes, text messaging, short message service and multimedia service) for the automotive industry. TextShield™ provides a web-based portal that allows Dealers to centrally manage text communications. The acquired assets consisted primarily of customer contracts, technology license rights and rights in domain names and short codes used for SMS texting. As a result of the acquisition, the Company will offer Manufacturers and Dealers the ability to connect with consumers using text communication via a secure platform. In addition, Autobytel will offer Dealers a comprehensive suite of mobile products, including mobile apps, mobile websites, Send2Phone capabilities and text message marketing. See Note 4. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation [Abstract] | ' |
Basis of Presentation | ' |
The accompanying unaudited consolidated condensed financial statements presented herein are presented on the same basis as the Company’s Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2013 (“2013 Form 10-K”). Autobytel has made its disclosures in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The statements of income and comprehensive income and cash flows for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the results of operations or cash flows expected for the year or any other period. The unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the 2013 Form 10-K. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Accounting Standards Codification 740 “Income Taxes.” In July 2013, Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” was issued. The objective of this ASU is to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. This ASU is effective for fiscal years beginning after December 15, 2013. Adoption of this ASU did not have a material impact on the Company’s consolidated financial results. |
Acquisitions
Acquisitions | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Business Combinations [Abstract] | ' | |||||||||
Acquisitions | ' | |||||||||
Acquisition of AutoUSA | ||||||||||
On the AutoUSA Acquisition Date, Autobytel acquired all of the issued and outstanding membership interests in AutoUSA. The Company acquired AutoUSA to expand its reach and influence in the industry by increasing its Dealer network. | ||||||||||
The AutoUSA Acquisition Date fair value of the consideration transferred totaled $11.9 million which consisted of the following (in thousands): | ||||||||||
Cash (including a working capital adjustment of $44) | $ | 10,044 | ||||||||
Convertible subordinated promissory note | 1,300 | |||||||||
Warrant to purchase $1.0 million of Company common stock | 510 | |||||||||
$ | 11,854 | |||||||||
As part of the consideration paid for the acquisition, the Company issued a convertible subordinated promissory note for $1.0 million ("AutoUSA Note") to the Seller. The fair value of the AutoUSA Note as of the AutoUSA Acquisition Date was $1.3 million. This valuation was estimated using a binomial option pricing method. Key assumptions used in valuing the AutoUSA Note include a market yield of 1.6% and stock price volatility of 65.0%. As the AutoUSA Note was issued with a substantial premium, the Company recorded the premium as additional paid-in capital. Interest is payable at an annual interest rate of 6% in quarterly installments. The entire outstanding balance of the AutoUSA Note is to be paid in full on January 31, 2019. At any time after January 31, 2017, the holders of the AutoUSA Note may convert all or any part of, but at least 30,600 shares, the then outstanding and unpaid principal of the AutoUSA Note into fully paid shares of the Company's common stock at a conversion price of $16.34 per share (as adjusted for stock splits, stock dividends, combinations and other similar events). The right to convert the AutoUSA Note into common stock of the Company is accelerated in the event of a change in control of the Company. In the event of default, the entire unpaid balance of the AutoUSA Note will become immediately due and payable and will bear interest at the lower of 8% per year and the highest legal rate permissible under applicable law. | ||||||||||
The warrant to purchase 69,930 shares of Company common stock issued in connection with the acquisition ("AutoUSA Warrant") was valued as of the AutoUSA Acquisition Date at $7.35 per share for a total value of $0.5 million. The Company used an option pricing model to determine the value of the AutoUSA Warrant. Key assumptions used in valuing the AutoUSA Warrant are as follows: risk-free rate of 1.6%, stock price volatility of 65.0% and a term of 5.0 years. The AutoUSA Warrant was valued based on long-term stock price volatilities of the Company. The exercise price of the AutoUSA Warrant is $14.30 per share (as adjusted for stock splits, stock dividends, combinations and other similar events). The AutoUSA Warrant becomes exercisable on the third anniversary of the issuance date and expires on the fifth anniversary of the issuance date. The right to exercise the AutoUSA Warrant is accelerated in the event of a change in control of the Company. | ||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed as of March 31, 2014. Because the transaction was completed in the three months ended March 31, 2014, we have not yet finalized the fair values of the assets and liabilities assumed in connection with the acquisition. During the three months ended March 31, 2014, the Company made adjustments to the purchase price allocation due to changes in working capital and fixed assets acquired. | ||||||||||
(in thousands) | ||||||||||
Net identifiable assets acquired | $ | 758 | ||||||||
Long-lived intangible assets acquired | 3,750 | |||||||||
Goodwill | 7,346 | |||||||||
$ | 11,854 | |||||||||
The preliminary fair value of the acquired intangible assets was determined using the below valuation approaches. In estimating the preliminary fair value of the acquired intangible assets, the Company utilized the valuation methodology determined to be most appropriate for the individual intangible asset being valued as described below. The acquired intangible assets include the following: | ||||||||||
Valuation Method | Estimated | Estimated | ||||||||
Fair Value | Useful Life (1) | |||||||||
(in thousands) | (years) | |||||||||
Non-compete agreements | Discounted cash flow (2) | $ | 90 | 2 | ||||||
Customer relationships | Excess of earnings (3) | 2,660 | 5 | |||||||
Trademark/trade names | Relief from Royalty (4) | 1,000 | 5 | |||||||
Total purchased intangible assets | $ | 3,750 | ||||||||
-1 | Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. | |||||||||
-2 | The non-compete agreements fair value was derived by calculating the difference between the present value of the Company's forecasted cash flows with the agreements in place and without the agreements in place. | |||||||||
-3 | The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships. | |||||||||
-4 | The relief from royalty method is an earnings approach which assesses the royalty savings an entity realizes since it owns the asset and doesn't have to pay a third party a license fee for it use. | |||||||||
Some of the more significant estimates and assumptions inherent in the estimate of the fair value of the identifiable purchased intangible assets include all assumptions associated with forecasting cash flows and profitability. The primary assumptions used for the determination of the preliminary fair value of the purchased intangible assets were generally based upon the discounted present value of anticipated cash flows. Estimated years of projected earnings generally follow the range of estimated remaining useful lives for each intangible asset class. | ||||||||||
The goodwill recognized of $7.3 million is attributable primarily to expected synergies and the assembled workforce of AutoUSA. The full amount is expected to be amortizable for income tax purposes. | ||||||||||
The Company incurred approximately $1.0 million of acquisition related costs related to AutoUSA in the three months ended March 31, 2014, all of which were expensed. | ||||||||||
The following unaudited pro forma information presents the consolidated results of the Company and AutoUSA for the three months ended March 31, 2013, with adjustments to give effect to pro forma events that are directly attributable to the acquisition and have a continuing impact, but exclude the impact of pro forma events that are directly attributable to the acquisition and are one-time occurrences. The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the results of operations of future periods, the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results of operations that the combined company will experience after the acquisition. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur as a result of the acquisition and combining the operations of the companies. | ||||||||||
The unaudited pro forma consolidated results of operations, assuming the acquisition had occurred on January 1, 2013, are as follows (in thousands): | ||||||||||
Three Months Ended | ||||||||||
31-Mar-13 | ||||||||||
Unaudited pro forma consolidated results: | ||||||||||
Revenues | $ | 25,534 | ||||||||
Net income | 616 | |||||||||
Acquisition of Advanced Mobile | ||||||||||
As of the Advanced Mobile Acquisition Date, the Company acquired substantially all of the assets of Advanced Mobile. Advanced Mobile provides mobile marketing solutions (e.g., mobile applications, mobile portals, mobile websites, TextShield™, mobile text marketing, quick response codes, text messaging, short message service and multimedia service) for the automotive industry. The acquired assets consisted primarily of customer contracts, technology license rights and rights in domain names and short codes used for SMS texting. Advanced Mobile was acquired to enable the Company to offer the automotive industry the mobile technology and resources required to exploit the expanding growth in smart phone and tablet use. | ||||||||||
The Advanced Mobile Acquisition Date fair value of the consideration transferred totaled $3.4 million which consisted of the following: | ||||||||||
(in thousands) | ||||||||||
Cash (including working capital adjustment of $70) | $ | 2,570 | ||||||||
Contingent consideration | 825 | |||||||||
$ | 3,395 | |||||||||
The contingent consideration arrangement (“Contingent Consideration”) requires the Company to pay up to $1.5 million of additional consideration to Advanced Mobile if certain revenue and gross profit targets are met. The fair value of the contingent consideration as of the Effective Date was $825,000. The fair value of the contingent consideration was estimated using a Monte Carlo Simulation. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820, Fair Value Measurements and Disclosures. The key assumptions in applying the Monte Carlo Simulation consisted of volatility inputs for both revenue and gross profit, forecasted gross margin, and a weighted-average cost of capital assumption used to adjust forecasted revenue and gross margin for risk. | ||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the Advanced Mobile Acquisition Date. Because the transaction was completed subsequent to the end of the third quarter of 2013, we have not yet finalized the fair values of the assets and liabilities assumed in connection with the acquisition. | ||||||||||
(in thousands) | ||||||||||
Net identifiable assets acquired | $ | 90 | ||||||||
Definite-lived intangible assets acquired | 1,380 | |||||||||
Goodwill | 1,925 | |||||||||
Net assets acquired | $ | 3,395 | ||||||||
The preliminary fair value of the acquired intangible assets was determined using the below valuation approaches. In estimating the preliminary fair value of the acquired intangible assets, the Company utilized the valuation methodology determined to be most appropriate for the individual intangible asset being valued as described below. The acquired intangible assets include the following: | ||||||||||
Estimated | Estimated | |||||||||
Valuation Method | Fair Value | Useful Life (1) | ||||||||
(in thousands) | (years) | |||||||||
Non-compete agreements | Discounted cash flow (2) | $ | 110 | 5 | ||||||
Customer relationships | Excess of earnings (3) | 450 | 2 | |||||||
Developed technology | Excess of earnings (3) | 820 | 5 | |||||||
Total purchased intangible assets | $ | 1,380 | ||||||||
-1 | Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. | |||||||||
-2 | The non-compete agreement fair values were derived by calculating the difference between the present value of the Company’s forecasted cash flows with the agreements in place and without the agreements in place. | |||||||||
-3 | The excess of earnings method estimates a purchased intangible asset’s value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships. | |||||||||
Some of the more significant estimates and assumptions inherent in the estimate of the fair value of the identifiable purchased intangible assets include all assumptions associated with forecasting cash flows and profitability. The primary assumptions used for the determination of the preliminary fair value of the purchased intangible assets were generally based upon the discounted present value of anticipated cash flows discounted at a rate of 26%. Estimated years of projected earnings generally follow the range of estimated remaining useful lives for each intangible asset class. | ||||||||||
The goodwill recognized of $1.9 million is attributable primarily to expected synergies and the assembled workforce of Advanced Mobile. The full amount is amortizable for income tax purposes. As of March 31, 2014, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Advanced Mobile. | ||||||||||
The Company incurred $0.3 million of acquisition related costs related to Advanced Mobile, all of which was expensed in 2013. | ||||||||||
The following unaudited pro forma information presents the consolidated results of the Company and Advanced Mobile for the three months ended March 31, 2013, with adjustments to give effect to pro forma events that are directly attributable to the acquisition and have a continuing impact, but exclude the impact of pro forma events that are directly attributable to the acquisition and are one-time occurrences. The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the results of operations of future periods, the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results of operations that the combined company will experience after the acquisition. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur as a result of the acquisition and combining the operations of the companies. | ||||||||||
The unaudited pro forma consolidated results of operations, assuming the acquisition had occurred on January 1, 2013, are as follows: | ||||||||||
Three Months Ended | ||||||||||
31-Mar-13 | ||||||||||
(in thousands) | ||||||||||
Unaudited pro forma consolidated results: | ||||||||||
Revenues | $ | 18,509 | ||||||||
Net income | $ | 331 | ||||||||
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Net Earnings Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Computation of Basic and Diluted Net Income Per Share [Abstract] | ' | ||||||||
Computation of Basic and Diluted Net Earnings Per Share | ' | ||||||||
Basic net earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted net earnings per share is computed using the weighted average number of common shares, and if dilutive, potential common shares outstanding, as determined under the treasury stock and if-converted method, during the period. Potential common shares consist of common shares issuable upon the exercise of stock options, common shares issuable upon the exercise of the warrant described below and common shares issuable upon conversion of the convertible notes described in Note 7. The following are the share amounts utilized to compute the basic and diluted net income per share for the three months ended March 31, 2014 and 2013: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Basic Shares | 8,928,400 | 8,856,289 | |||||||
Weighted average dilutive securities | 1,353,938 | 219,243 | |||||||
Dilutive Shares | 10,282,338 | 9,075,532 | |||||||
For the three months ended March 31, 2014, weighted average dilutive securities included dilutive options and warrants. For the three months ended March 31, 2013, weighted average dilutive securities included dilutive options. | |||||||||
For the three months ended March 31, 2014, 2.1 million of potentially anti-dilutive shares of common stock have been excluded from the calculation of diluted net income per share. For the three months ended March 31, 2013, 2.6 million of potentially anti-dilutive shares of common stock have been excluded from the calculation of diluted net income per share. | |||||||||
On February 13, 2012, the Company announced that the Board of Directors had approved a stock repurchase program that authorized the repurchase of up to $1.5 million of Company common stock. The Board of Directors authorized the Company to repurchase an additional $2.0 million of Company common stock on June 7, 2012. Under these repurchase programs, the Company may repurchase common stock from time to time on the open market or in private transactions. This authorization does not require the Company to purchase a specific number of shares, and the Board of Directors may suspend, modify or terminate the programs at any time. The Company would fund repurchases through the use of available cash. The Company began repurchasing its common stock on March 7, 2012. No shares have been repurchased since 2012. Shares repurchased in 2012 were cancelled by the Company and returned to authorized and unissued shares. | |||||||||
Warrant. On September 17, 2010 (“Cyber Acquisition Date”), the Company acquired substantially all of the assets of privately-held Autotropolis, Inc., a Florida corporation, and Cyber Ventures, Inc., a Florida corporation (collectively referred to in this Quarterly Report on Form 10-Q as “Cyber”). In connection with the acquisition of Cyber, the Company issued to the sellers a warrant to purchase 400,000 shares of Company common stock (“Cyber Warrant”). The Cyber Warrant was valued at $3.15 per share on the Cyber Acquisition Date using an option pricing model with the following key assumptions: risk-free rate of 2.3%, stock price volatility of 77.5% and a term of 8.04 years. The Cyber Warrant was valued based on historical stock price volatilities of the Company and comparable public companies as of the Cyber Acquisition Date. The exercise price of the Cyber Warrant is $4.65 per share (as adjusted for stock splits, stock dividends, combinations and other similar events). The Cyber Warrant became exercisable on September 16, 2013 and expires on the eighth anniversary of the issuance date. The Cyber Warrant has not been exercised as of March 31, 2014. | |||||||||
The AutoUSA Warrant issued related to the acquisition described in Note 4 was valued as of the AutoUSA Acquisition Date at $7.35 per share for a total value of $0.5 million. The Company used an option pricing model to determine the value of the AutoUSA Warrant. Key assumptions used in valuing the AutoUSA Warrant are as follows: risk-free rate of 1.6%, stock price volatility of 65.0% and a term of 5.0 years. The AutoUSA Warrant was valued based on long-term stock price volatilities of the Company. The exercise price of the AutoUSA Warrant is $14.30 per share (as adjusted for stock splits, stock dividends, combinations and other similar events). The AutoUSA Warrant becomes exercisable on the third anniversary of the issuance date and expires on the fifth anniversary of the issuance date. The right to exercise the AutoUSA Warrant is accelerated in the event of a change in control of the Company. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Share-Based Compensation | ' | ||||||||
Share-based compensation expense is included in costs and expenses in the accompanying Unaudited Consolidated Condensed Statements of Income and Comprehensive Income as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Share-based compensation expense: | |||||||||
Cost of revenues | $ | 17 | $ | 12 | |||||
Sales and marketing | 109 | 35 | |||||||
Technology support | 57 | 60 | |||||||
General and administrative | 104 | 79 | |||||||
Share-based compensation costs | 287 | 186 | |||||||
Amount capitalized to internal use software | 1 | - | |||||||
Total share-based compensation costs | $ | 286 | $ | 186 | |||||
Service-Based Options. The Company granted the following service-based options for the three months ended March 31, 2014 and 2013: | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Number of service-based options granted | 391,750 | 57,000 | |||||||
Weighted average grant date fair value | $ | 7.47 | $ | 2.19 | |||||
Weighted average exercise price | $ | 16.89 | $ | 4.01 | |||||
These options are valued using a Black-Scholes option pricing model and generally vest one-third on the first anniversary of the grant date and ratably over twenty-four months thereafter. The vesting of these awards is contingent upon the employee’s continued employment with the Company during the vesting period. | |||||||||
Performance-based Options. During the three months ended March 31, 2014, the Company granted 40,000 performance-based inducement stock options in connection with the acquisition of AutoUSA (“AutoUSA Inducement Options”), with a weighted average grant date fair value of $6.08, using a Black-Scholes option pricing model and weighted average exercise price of $13.62. The AutoUSA Inducement Options are subject to two vesting requirements and conditions: (i) level of achievement of performance goals based on revenue and gross margin of the Company’s retail dealer services group and (ii) time vesting. In addition, the Company granted 10,000 inducement options to a new employee with a weighted average grant date fair value of $6.85, using a Black-Scholes option pricing model and weighted average exercise price of $14.93. These inducement options vest one-third on the first anniversary of the grant date and ratably over twenty-four months thereafter. | |||||||||
During the three months ended March 31, 2013, the Company granted 87,117 performance-based stock options (“2013 Performance Options”) to certain employees with a weighted average grant date fair value of $2.19, using a Black-Scholes option pricing model and a weighted average exercise price of $4.00. The 2013 Performance Options were subject to two vesting requirements and conditions: (i) percentage achievement of 2013 revenues and earnings before taxes, depreciation and amortization (“EBITDA”) goals and (ii) time vesting. Based on the Company’s 2013 revenues and EBITDA performance, 83,398 of the 2013 Performance Options vested under the performance vesting condition, and one-third of these options vested on the first anniversary of the grant date, with the remainder vesting ratably over twenty-four months thereafter. | |||||||||
Market Condition Options. In 2009, the Company granted 213,650 stock options to substantially all employees at exercise prices equal to the price of the stock on the grant date of $1.75, with a fair market value per option granted of $0.97, using a Black-Scholes option pricing model. One-third of these options cliff vested on the first anniversary following the grant date and the remaining two-thirds vest ratably over twenty-four months thereafter. In addition, the remaining two-thirds of the awards were subject to satisfaction of market price conditions for the Company’s common stock, which conditions have been satisfied. During the three months ended March 31, 2014 and 2013, 10,793 and 4,000 of these market condition stock options were exercised, respectively. | |||||||||
During the three months ended March 31, 2014, 73,603 stock options (inclusive of the 10,793 market condition stock options exercised during the period) were exercised, with aggregate weighted average exercise prices of $4.25. There were 8,000 stock options (inclusive of the 4,000 market condition stock options exercised during the period) exercised during the three months ended March 31, 2013 with aggregate weighted average exercise prices of $2.43. The grant date fair value of stock options granted during these periods was estimated using the Black-Scholes option pricing model using the following weighted average assumptions: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Dividend yield | — | — | |||||||
Volatility | 56 | % | 72 | % | |||||
Risk-free interest rate | 1.3 | % | 0.6 | % | |||||
Expected life (years) | 4.3 | 4.3 | |||||||
Selected_Balance_Sheet_Account
Selected Balance Sheet Accounts | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||
Selected Balance Sheet Accounts [Abstract] | ' | |||||||||||||||||||||||||
Selected Balance Sheet Accounts | ' | |||||||||||||||||||||||||
Property and Equipment. Property and equipment consists of the following: | ||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Computer software and hardware and capitalized internal use software | $ | 12,232 | $ | 11,924 | ||||||||||||||||||||||
Furniture and equipment | 1,265 | 1,256 | ||||||||||||||||||||||||
Leasehold improvements | 937 | 937 | ||||||||||||||||||||||||
14,434 | 14,117 | |||||||||||||||||||||||||
Less – Accumulated depreciation and amortization | (12,758 | ) | (12,569 | ) | ||||||||||||||||||||||
Property and equipment, net | $ | 1,676 | $ | 1,548 | ||||||||||||||||||||||
The Company periodically reviews long-lived assets to determine if there are any impairment indicators. The Company assesses the impairment of these assets, or the need to accelerate amortization, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company’s judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of our long-lived assets. If such indicators exist, the Company evaluates the assets for impairment based on the estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. Should the carrying amount of an asset exceed its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying amount over its fair value. Fair value is generally determined based on a valuation process that provides an estimate of the fair value of these assets using a discounted cash flow model, which includes assumptions and estimates. | ||||||||||||||||||||||||||
Concentration of Credit Risk and Risks Due to Significant Customers. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are primarily maintained with two high credit quality financial institutions in the United States. Deposits held by banks exceed the amount of insurance provided for such deposits. These deposits may be redeemed upon demand. | ||||||||||||||||||||||||||
Accounts receivable are primarily derived from fees billed to Dealers and Manufacturers. The Company generally requires no collateral to support its accounts receivables and maintains an allowance for bad debts for potential credit losses. | ||||||||||||||||||||||||||
The Company has a concentration of credit risk with its automotive industry related accounts receivable balances, particularly with Urban Science Applications (which represents Acura, Audi, Honda, Nissan, Infiniti, Mercedes Benz, Smart, Subaru, Toyota, Volkswagen and Volvo), General Motors and Kia Corporation. During the first three months of 2014, approximately 31% of the Company’s total revenues were derived from these three customers, and approximately 35%, or $5.7 million, of gross accounts receivable related to these three customers at March 31, 2014. | ||||||||||||||||||||||||||
During the first three months of 2013, approximately 25% of the Company’s total revenues were derived from General Motors, Urban Science Applications and Nissan/Infiniti, and approximately 36%, or $4.4 million of gross accounts receivables related to these three customers at March 31, 2013. | ||||||||||||||||||||||||||
Equity Investments. In September 2013 the Company entered into a Contribution Agreement with privately-held AutoWeb, Inc., a Delaware corporation ("AutoWeb"), in which Autobytel contributed to AutoWeb $2.5 million and assigned to AutoWeb all the ownership interests in the autoweb.com domain name and two registered trademarks related to the AutoWeb name and related goodwill in exchange for 8,000 shares of AutoWeb Series A Preferred Stock, $0.01 par value per share. The 8,000 shares of AutoWeb Series A Preferred Stock are convertible into AutoWeb common stock on a one-for-one basis (subject to adjustments for stock splits, stock dividends, combinations and recapitalizations) and represented 16% of all issued and outstanding common stock of AutoWeb as of September 18, 2013, on a fully diluted basis, as of this date. The Company also obtained an option to acquire an additional 5,000 shares of AutoWeb Series A Preferred Stock at a per share exercise price of $500, which option expires September 2015. In connection with this investment, the Company also entered into arrangements with AutoWeb to use the AutoWeb pay-per-click, auction-driven automotive marketplace technology platform as both a publisher and as an advertiser. Upon the occurrence of a liquidation event (i.e., a liquidation, dissolution or winding up of AutoWeb; a consolidation or merger where AutoWeb is not the surviving entity; a consolidation or merger where AutoWeb is the surviving entity and either (i) the rights of the Series A Preferred Stock are changed, or (ii) the Series A Preferred Stock is exchanged for cash, securities or property; or a sale or transfer of all or substantially all of AutoWeb's assets), the Series A Preferred Stock is entitled to a liquidation preference of the greater of (i) $1,000 per share (subject to adjustments for stock splits, stock dividends, combinations and recapitalizations); and (ii) the amount that would be distributed with respect to AutoWeb's common stock, assuming full conversion of the Series A Preferred Stock into common stock. | ||||||||||||||||||||||||||
In September 2013 the Company invested $150,000 in SaleMove, Inc., a Delaware corporation, ("SaleMove") in the form of a convertible promissory note. The convertible promissory note accrues interest an annual rate of 6.0% and is due and payable in full on August 14, 2015 unless converted prior to the maturity date. The convertible note will be converted into preferred stock of SaleMove in the event of a preferred stock financing by SaleMove of at least $1.0 million prior to the maturity date of the convertible note. The Company recorded the $150,000 note as an other long-term asset on the Consolidated Balance Sheet as of March 31, 2014. | ||||||||||||||||||||||||||
Intangible Assets. The Company amortizes specifically identified intangible assets using the straight-line method over the estimated useful lives of the assets. In connection with the acquisitions of Cyber, Advanced Mobile and AutoUSA the Company identified $9.7 million of intangible assets. The Company’s intangible assets will be amortized over the following estimated useful lives (in thousands): | ||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||||
Intangible Asset | Estimated Useful Life | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Trademarks/trade names/licenses/domains | 5 years | $ | 6,581 | $ | (5,298 | ) | $ | 1,283 | $ | 5,582 | $ | (5,209 | ) | $ | 373 | |||||||||||
Software and publications | 3 years | 1,300 | (1,300 | ) | — | 1,300 | (1,300 | ) | — | |||||||||||||||||
Customer relationships | 3 years | 4,980 | (2,094 | ) | 2,886 | 2,320 | (1,926 | ) | 394 | |||||||||||||||||
Employment/non-compete agreements | 5 years | 700 | (374 | ) | 326 | 610 | (335 | ) | 275 | |||||||||||||||||
Developed technology | 5 years | 820 | (82 | ) | 738 | 820 | (41 | ) | 779 | |||||||||||||||||
$ | 14,381 | $ | (9,148 | ) | $ | 5,233 | $ | 10,632 | $ | (8,811 | ) | $ | 1,821 | |||||||||||||
Amortization expense for the remainder of the year and for the next four years is as follows: | ||||||||||||||||||||||||||
Year | Amortization Expense | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
2014 | $ | 1,110 | ||||||||||||||||||||||||
2015 | 1,347 | |||||||||||||||||||||||||
2016 | 930 | |||||||||||||||||||||||||
2017 | 926 | |||||||||||||||||||||||||
2018 | 879 | |||||||||||||||||||||||||
$ | 5,192 | |||||||||||||||||||||||||
Goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is not amortized and is assessed annually for impairment or earlier, when events or circumstances indicate that the carrying value of such assets may not be recoverable. The Company did not record impairment related to goodwill as of March 31, 2014 and 2013. | ||||||||||||||||||||||||||
As of March 31, 2014, goodwill consisted of the following (in thousands): | ||||||||||||||||||||||||||
Goodwill as of December 31, 2013 | $ | 13,602 | ||||||||||||||||||||||||
Acquisition of AutoUSA | 7,346 | |||||||||||||||||||||||||
Goodwill as of March 31, 2014 | $ | 20,948 | ||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities. Accrued expenses and other current liabilities consisted of the following: | ||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Compensation and related costs | $ | 1,561 | $ | 3,540 | ||||||||||||||||||||||
Professional fees and other accrued expenses | 4,105 | 3,209 | ||||||||||||||||||||||||
Amounts due to customers | 193 | 208 | ||||||||||||||||||||||||
Other current liabilities | 651 | 692 | ||||||||||||||||||||||||
Total accrued expenses and other current liabilities | $ | 6,510 | $ | 7,649 | ||||||||||||||||||||||
Long-term debt. In connection with the acquisition of Cyber, the Company issued a convertible subordinated promissory note for $5.0 million (“Cyber Convertible Note”) to the sellers. The fair value of the Cyber Convertible Note as of the Cyber Acquisition Date was $5.9 million. This valuation was estimated using a binomial option pricing method. Key assumptions used in valuing the Cyber Convertible Note included a market yield of 15.0% and stock price volatility of 77.5%. As the Cyber Convertible Note was issued with a substantial premium, the Company recorded the premium as additional paid-in capital. Interest is payable at an annual interest rate of 6% in quarterly installments. The entire outstanding balance of the Cyber Convertible Note is to be paid in full on September 30, 2015. At any time after September 30, 2013, the holders of the Cyber Convertible Note may convert all or any part of, but in 40,000 minimum share increments, the then outstanding and unpaid principal of the Cyber Convertible Note into fully paid shares of the Company’s common stock at a conversion price of $4.65 per share (as adjusted for stock splits, stock dividends, combinations and other similar events). The right to convert the Cyber Convertible Note into common stock of the Company is accelerated in the event of a change in control of the Company. In the event of default, the entire unpaid balance of the Cyber Convertible Note will become immediately due and payable and will bear interest at the lower of 8% per year and the highest legal rate permissible under applicable law. | ||||||||||||||||||||||||||
In connection with the acquisition of AutoUSA, the Company issued the AutoUSA Note to the Seller. The fair value of the AutoUSA Note as of the AutoUSA Acquisition Date was $1.3 million. This valuation was estimated using a binomial option pricing method. Key assumptions used in valuing the AutoUSA Note include a market yield of 1.6% and stock price volatility of 65.0%. As the AutoUSA Note was issued with a substantial premium, the Company recorded the premium as additional paid-in capital. Interest is payable at an annual interest rate of 6% in quarterly installments. The entire outstanding balance of the AutoUSA Note is to be paid in full on January 31, 2019. At any time after January 31, 2017, the holders of the AutoUSA Note may convert all or any part of, but at least 30,600 shares, the then outstanding and unpaid principal of the AutoUSA Note into fully paid shares of the Company's common stock at a conversion price of $16.34 per share (as adjusted for stock splits, stock dividends, combinations and other similar events). The right to convert the AutoUSA Note into common stock of the Company is accelerated in the event of a change in control of the Company. In the event of default, the entire unpaid balance of the AutoUSA Note will become immediately due and payable and will bear interest at the lower of 8% per year and the highest legal rate permissible under applicable law. | ||||||||||||||||||||||||||
Credit Facility and Term Loan. On January 13, 2014, the Company entered into a Credit Facility Amendment with Union Bank, amending the Company's existing Loan Agreement with Union Bank initially entered into on February 26, 2013, and amended on September 10, 2013 (the existing Loan Agreement, as amended to date, is referred to herein collectively as the "Credit Facility Agreement"). The Credit Facility Amendment provides for (i) a new $9.0 million term loan (“Term Loan”); and (ii) amendments to the Company’s existing $8.0 million revolving line of credit (“Revolving Loan”). | ||||||||||||||||||||||||||
The Term Loan is amortized over a period of four years, with fixed quarterly principal payments of $562,500. Borrowings under the Term Loan or under the Revolving Loan bear interest at either (i) the bank's Reference Rate (prime rate) minus 0.50% or (ii) the LIBOR plus 2.50%, at the option of the Company. Interest under both the Term Loan and the Revolving Loan adjust (i) at the end of each LIBOR rate period (1, 2, 3, 6 or 12 months terms) selected by the Company, if the LIBOR rate is selected; or (ii) with changes in Union Bank's Reference Rate, if the Reference Rate is selected. The Company pays a commitment fee of 0.10% per year on the unused portion of the Revolving Loan payable quarterly in arrears. Borrowings under the Term Loan and the Revolving Loan are secured by a first priority security interest on all of the Company's personal property (including, but not limited to, accounts receivable) and proceeds thereof. The Term Loan matures December 31, 2017, and the maturity date of the Revolving Loan was extended from February 28, 2015 to March 31, 2017. Borrowings under the Revolving Loan may be used as a source to finance capital expenditures, acquisitions and stock buybacks and for other general corporate purposes. Borrowing under the Term Loan was limited to use for the acquisition of AutoUSA, and the Company drew down the entire $9.0 million of the Term Loan, together with $1.0 million under the Revolving Loan, in financing this acquisition. The outstanding balance of the term loan and credit facility as of March 31, 2014 was $8.4 million and $5.25 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Employment Agreements | |
The Company has employment agreements and retention agreements with certain key employees. A number of these agreements require severance payments, continuation of certain insurance benefits and acceleration of vesting of stock options in the event of a termination of employment by the Company without cause or by the employee for good reason. | |
Litigation | |
As of March 31, 2014, we were not the subject of any litigation as a defendant in any action or proceeding. From time to time, the Company may be involved in litigation matters arising from the normal course of its business activities. The actions filed against the Company and other litigation, even if not meritorious, could result in substantial costs and diversion of resources and management attention, and an adverse outcome in litigation could materially adversely affect its business, results of operations, financial condition and cash flows. | |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
On an interim basis, the Company estimates what its anticipated annual effective tax rate will be and records a quarterly income tax provision in accordance with the estimated annual rate, plus the tax effect of certain discrete items that arise during the quarter. As the fiscal year progresses, the Company refines its estimates based on actual events and financial results during the year. This process can result in significant changes to the Company's estimated effective tax rate. When this occurs, the income tax provision is adjusted during the quarter in which the estimates are refined so that the year-to-date provision reflects the estimated annual effective tax rate. These changes, along with adjustments to the Company's deferred taxes and related valuation allowance, may create fluctuations in the overall effective tax rate from quarter to quarter. | |
The Company’s effective tax rate for the three months ended March 31, 2014 differed from the U.S. federal statutory rate primarily due to state income taxes and permanent non-deductible tax items. | |
The total amount of unrecognized tax benefits, excluding associated interest and penalties, was $0.6 million as of March 31, 2014, of which $0.1 million would impact the effective tax rate if recognized. | |
The total balance of accrued interest and penalties related to uncertain tax positions was $22,000 and $20,000 as of March 31, 2014 and December 31, 2013, respectively. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense and the accrued interest and penalties are included in deferred and other long-term liabilities in the Company’s condensed consolidated balance sheets. There were no material interest or penalties included in income tax expense for each of the three months ended March 31, 2014 and March 31, 2013. | |
The Company is subject to taxation in the U.S. and in various state jurisdictions. Due to expired statutes of limitation, the Company’s federal income tax returns for years prior to calendar year 2010 are not subject to examination by the U.S. Internal Revenue Service. Generally, for the majority of state jurisdictions where the Company does business, periods prior to calendar year 2009 are no longer subject to examination. The Company is currently under examination by the State of Colorado for the years 2009 through 2012, but does not anticipate any material adjustments. The Company has estimated that $0.1 million of unrecognized tax benefits related to income tax positions may be affected by the resolution of tax examinations or expiring statutes of limitation within the next twelve months. Audit outcomes and the timing of settlements are subject to significant uncertainty. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
AutoUSA [Member] | ' | |||||||||
Fair value of consideration transferred | ' | |||||||||
The AutoUSA Acquisition Date fair value of the consideration transferred totaled $11.9 million which consisted of the following (in thousands): | ||||||||||
Cash (including a working capital adjustment of $44) | $ | 10,044 | ||||||||
Convertible subordinated promissory note | 1,300 | |||||||||
Warrant to purchase $1.0 million of Company common stock | 510 | |||||||||
$ | 11,854 | |||||||||
Fair value of assets and liabilities assumed | ' | |||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the AutoUSA Acquisition Date. Because the transaction was completed in the three months ended March 31, 2014, we have not yet finalized the fair values of the assets and liabilities assumed in connection with the acquisition. | ||||||||||
(in thousands) | ||||||||||
Net identifiable assets acquired | $ | 758 | ||||||||
Long-lived intangible assets acquired | 3,750 | |||||||||
Goodwill | 7,346 | |||||||||
$ | 11,854 | |||||||||
Acquired intangible assets | ' | |||||||||
The acquired intangible assets include the following: | ||||||||||
Valuation Method | Estimated | Estimated | ||||||||
Fair Value | Useful Life (1) | |||||||||
(in thousands) | (years) | |||||||||
Non-compete agreements | Discounted cash flow (2) | $ | 90 | 2 | ||||||
Customer relationships | Excess of earnings (3) | 2,660 | 5 | |||||||
Trademark/trade names | Relief from Royalty (4) | 1,000 | 5 | |||||||
Total purchased intangible assets | $ | 3,750 | ||||||||
-1 | Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. | |||||||||
-2 | The non-compete agreements fair value was derived by calculating the difference between the present value of the Company's forecasted cash flows with the agreements in place and without the agreements in place. | |||||||||
-3 | The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships. | |||||||||
-4 | The relief from royalty method is an earnings approach which assesses the royalty savings an entity realizes since it owns the asset and doesn't have to pay a third party a license fee for it use. | |||||||||
Unaudited pro forma consolidated results of operations | ' | |||||||||
The unaudited pro forma consolidated results of operations, assuming the acquisition had occurred on January 1, 2013, are as follows (in thousands): | ||||||||||
Three Months Ended | ||||||||||
31-Mar-13 | ||||||||||
Unaudited pro forma consolidated results: | ||||||||||
Revenues | $ | 25,534 | ||||||||
Net income | 616 | |||||||||
Advanced Mobile [Member] | ' | |||||||||
Fair value of consideration transferred | ' | |||||||||
The Advanced Mobile Acquisition Date fair value of the consideration transferred totaled $3.4 million which consisted of the following: | ||||||||||
(in thousands) | ||||||||||
Cash (including working capital adjustment of $70) | $ | 2,570 | ||||||||
Contingent consideration | 825 | |||||||||
$ | 3,395 | |||||||||
Fair value of assets and liabilities assumed | ' | |||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the Advanced Mobile Acquisition Date. Because the transaction was completed subsequent to the end of the third quarter of 2013, we have not yet finalized the fair values of the assets and liabilities assumed in connection with the acquisition. | ||||||||||
(in thousands) | ||||||||||
Net identifiable assets acquired | $ | 90 | ||||||||
Definite-lived intangible assets acquired | 1,380 | |||||||||
Goodwill | 1,925 | |||||||||
Net assets acquired | $ | 3,395 | ||||||||
Acquired intangible assets | ' | |||||||||
The acquired intangible assets include the following: | ||||||||||
Estimated | Estimated | |||||||||
Valuation Method | Fair Value | Useful Life (1) | ||||||||
(in thousands) | (years) | |||||||||
Non-compete agreements | Discounted cash flow (2) | $ | 110 | 5 | ||||||
Customer relationships | Excess of earnings (3) | 450 | 2 | |||||||
Developed technology | Excess of earnings (3) | 820 | 5 | |||||||
Total purchased intangible assets | $ | 1,380 | ||||||||
-1 | Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. | |||||||||
-2 | The non-compete agreement fair values were derived by calculating the difference between the present value of the Company’s forecasted cash flows with the agreements in place and without the agreements in place. | |||||||||
-3 | The excess of earnings method estimates a purchased intangible asset’s value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships. | |||||||||
Unaudited pro forma consolidated results of operations | ' | |||||||||
The unaudited pro forma consolidated results of operations, assuming the acquisition had occurred on January 1, 2013, are as follows: | ||||||||||
Three Months Ended | ||||||||||
31-Mar-13 | ||||||||||
(in thousands) | ||||||||||
Unaudited pro forma consolidated results: | ||||||||||
Revenues | $ | 18,509 | ||||||||
Net income | $ | 331 | ||||||||
Computation_of_Basic_and_Dilut1
Computation of Basic and Diluted Net Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Computation of Basic and Diluted Net Income Per Share [Abstract] | ' | ||||||||
Computation of Basic and Diluted Net Income Per Share | ' | ||||||||
The following are the share amounts utilized to compute the basic and diluted net income per share for the three months ended March 31, 2014 and 2013: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Basic Shares | 8,928,400 | 8,856,289 | |||||||
Weighted average dilutive securities | 1,353,938 | 219,243 | |||||||
Dilutive Shares | 10,282,338 | 9,075,532 | |||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Share-based compensation expense included in costs and expenses | ' | ||||||||
Share-based compensation expense is included in costs and expenses in the accompanying Unaudited Consolidated Condensed Statements of Income and Comprehensive Income as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Share-based compensation expense: | |||||||||
Cost of revenues | $ | 17 | $ | 12 | |||||
Sales and marketing | 109 | 35 | |||||||
Technology support | 57 | 60 | |||||||
General and administrative | 104 | 79 | |||||||
Share-based compensation costs | 287 | 186 | |||||||
Amount capitalized to internal use software | 1 | - | |||||||
Total share-based compensation costs | $ | 286 | $ | 186 | |||||
Service based options granted during period | ' | ||||||||
Service-Based Options. The Company granted the following service-based options for the three months ended March 31, 2014 and 2013: | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Number of service-based options granted | 391,750 | 57,000 | |||||||
Weighted average grant date fair value | $ | 7.47 | $ | 2.19 | |||||
Weighted average exercise price | $ | 16.89 | $ | 4.01 | |||||
Fair value of stock options granted using the following weighted average assumptions | ' | ||||||||
The grant date fair value of stock options granted during these periods was estimated using the Black-Scholes option pricing model using the following weighted average assumptions: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Dividend yield | — | — | |||||||
Volatility | 56 | % | 72 | % | |||||
Risk-free interest rate | 1.3 | % | 0.6 | % | |||||
Expected life (years) | 4.3 | 4.3 | |||||||
Selected_Balance_Sheet_Account1
Selected Balance Sheet Accounts (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||||
Selected Balance Sheet Accounts [Abstract] | ' | |||||||||||||||||||||||||
Property and equipment | ' | |||||||||||||||||||||||||
Property and Equipment. Property and equipment consists of the following: | ||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Computer software and hardware and capitalized internal use software | $ | 12,232 | $ | 11,924 | ||||||||||||||||||||||
Furniture and equipment | 1,265 | 1,256 | ||||||||||||||||||||||||
Leasehold improvements | 937 | 937 | ||||||||||||||||||||||||
14,434 | 14,117 | |||||||||||||||||||||||||
Less – Accumulated depreciation and amortization | (12,758 | ) | (12,569 | ) | ||||||||||||||||||||||
Property and equipment, net | $ | 1,676 | $ | 1,548 | ||||||||||||||||||||||
Intangible assets amortized over the estimated useful lives | ' | |||||||||||||||||||||||||
The Company’s intangible assets will be amortized over the following estimated useful lives (in thousands): | ||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||||
Intangible Asset | Estimated Useful Life | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Trademarks/trade names/licenses/domains | 5 years | $ | 6,581 | $ | (5,298 | ) | $ | 1,283 | $ | 5,582 | $ | (5,209 | ) | $ | 373 | |||||||||||
Software and publications | 3 years | 1,300 | (1,300 | ) | — | 1,300 | (1,300 | ) | — | |||||||||||||||||
Customer relationships | 3 years | 4,980 | (2,094 | ) | 2,886 | 2,320 | (1,926 | ) | 394 | |||||||||||||||||
Employment/non-compete agreements | 5 years | 700 | (374 | ) | 326 | 610 | (335 | ) | 275 | |||||||||||||||||
Developed technology | 5 years | 820 | (82 | ) | 738 | 820 | (41 | ) | 779 | |||||||||||||||||
$ | 14,381 | $ | (9,148 | ) | $ | 5,233 | $ | 10,632 | $ | (8,811 | ) | $ | 1,821 | |||||||||||||
Amortization expense for the remainder of the year and for the next four years | ' | |||||||||||||||||||||||||
Amortization expense for the remainder of the year and for the next four years is as follows: | ||||||||||||||||||||||||||
Year | Amortization Expense | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
2014 | $ | 1,110 | ||||||||||||||||||||||||
2015 | 1,347 | |||||||||||||||||||||||||
2016 | 930 | |||||||||||||||||||||||||
2017 | 926 | |||||||||||||||||||||||||
2018 | 879 | |||||||||||||||||||||||||
$ | 5,192 | |||||||||||||||||||||||||
Goodwill | ' | |||||||||||||||||||||||||
As of March 31, 2014, goodwill consisted of the following (in thousands): | ||||||||||||||||||||||||||
Goodwill as of December 31, 2013 | $ | 13,602 | ||||||||||||||||||||||||
Acquisition of AutoUSA | 7,346 | |||||||||||||||||||||||||
Goodwill as of March 31, 2014 | $ | 20,948 | ||||||||||||||||||||||||
Accrued expenses and other current liabilities | ' | |||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities. Accrued expenses and other current liabilities consisted of the following: | ||||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Compensation and related costs | $ | 1,561 | $ | 3,540 | ||||||||||||||||||||||
Professional fees and other accrued expenses | 4,105 | 3,209 | ||||||||||||||||||||||||
Amounts due to customers | 193 | 208 | ||||||||||||||||||||||||
Other current liabilities | 651 | 692 | ||||||||||||||||||||||||
Total accrued expenses and other current liabilities | $ | 6,510 | $ | 7,649 |
Organization_and_Operations_De
Organization and Operations (Details Narrative) | 3 Months Ended | 0 Months Ended | 3 Months Ended |
Mar. 31, 2014 | Oct. 01, 2013 | Mar. 31, 2014 | |
Advanced Mobile [Member] | AutoUSA [Member] | ||
Date of incorporation | 17-May-96 | ' | ' |
Date of acquisition | ' | 1-Oct-13 | 13-Jan-14 |
Acquisitions_Details
Acquisitions (Details) (AutoUSA [Member], USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Consideration transferred | $11,854 |
Cash [Member] | ' |
Consideration transferred | 10,000 |
Working Capital [Member] | ' |
Consideration transferred | 44 |
Convertible Notes Payable [Member] | ' |
Consideration transferred | 1,300 |
Warrant [Member] | ' |
Consideration transferred | $510 |
Acquisitions_Details_1
Acquisitions (Details 1) (AutoUSA [Member], USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
AutoUSA [Member] | ' |
Assets Acquired (Liabilities Assumed), Net | ' |
Net identifiable assets acquired | $758 |
Definite-lived intangible assets acquired | 3,750 |
Goodwill | 7,346 |
Net assets acquired | $11,854 |
Acquisitions_Details_2
Acquisitions (Details 2) (AutoUSA [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
Acquired Definite-Lived Intangible Assets | ' | |
Estimated Fair Value | $3,750 | |
Noncompete Agreements [Member] | ' | |
Acquired Definite-Lived Intangible Assets | ' | |
Valuation Method | 'Discounted cash flow | [1] |
Estimated Fair Value | 90 | |
Estimated Useful Life | '2 years | [2] |
Customer Relationships [Member] | ' | |
Acquired Definite-Lived Intangible Assets | ' | |
Valuation Method | 'Excess of earnings | [3] |
Estimated Fair Value | 2,660 | |
Estimated Useful Life | '5 years | [2] |
Trademarks and Trade Names [Member] | ' | |
Acquired Definite-Lived Intangible Assets | ' | |
Valuation Method | 'Relief from Royalty | [4] |
Estimated Fair Value | $1,000 | |
Estimated Useful Life | '5 years | [2] |
[1] | The non-compete agreements fair value was derived by calculating the difference between the present value of the Company's forecasted cash flows with the agreements in place and without the agreements in place. | |
[2] | Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. | |
[3] | The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships. | |
[4] | The relief from royalty method is an earnings approach which assesses the royalty savings an entity realizes since it owns the asset and doesn't have to pay a third party a license fee for it use. |
Acquisitions_Details_3
Acquisitions (Details 3) (AutoUSA [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
AutoUSA [Member] | ' |
Unaudited pro forma consolidated results | ' |
Revenue | $25,534 |
Net Income | $616 |
Acquisitions_Details_4
Acquisitions (Details 4) (Advanced Mobile [Member], USD $) | Oct. 01, 2013 |
In Thousands, unless otherwise specified | |
Consideration transferred | $3,395 |
Cash [Member] | ' |
Consideration transferred | 2,500 |
Working Capital [Member] | ' |
Consideration transferred | 825 |
Convertible Notes Payable [Member] | ' |
Consideration transferred | $70 |
Acquisitions_Details_5
Acquisitions (Details 5) (Advanced Mobile [Member], USD $) | Oct. 01, 2013 |
In Thousands, unless otherwise specified | |
Advanced Mobile [Member] | ' |
Assets Acquired (Liabilities Assumed), Net | ' |
Net identifiable assets acquired | $90 |
Definite-lived intangible assets acquired | 1,380 |
Goodwill | 1,925 |
Net assets acquired | $3,395 |
Acquisitions_Details_6
Acquisitions (Details 6) (Advanced Mobile [Member], USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Oct. 01, 2013 | |
Acquired Definite-Lived Intangible Assets | ' | |
Estimated Fair Value | $1,400 | |
Noncompete Agreements [Member] | ' | |
Acquired Definite-Lived Intangible Assets | ' | |
Valuation Method | 'Discounted cash flow | [1] |
Estimated Fair Value | 110 | |
Estimated Useful Life | '5 years | [2] |
Customer Relationships [Member] | ' | |
Acquired Definite-Lived Intangible Assets | ' | |
Valuation Method | 'Excess of earnings | [3] |
Estimated Fair Value | 450 | |
Estimated Useful Life | '2 years | [2] |
Developed Technology Rights [Member] | ' | |
Acquired Definite-Lived Intangible Assets | ' | |
Valuation Method | 'Excess of earnings | [3] |
Estimated Fair Value | $820 | |
Estimated Useful Life | '5 years | [2] |
[1] | The non-compete agreements fair value was derived by calculating the difference between the present value of the Company's forecasted cash flows with the agreements in place and without the agreements in place. | |
[2] | Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. | |
[3] | The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships. |
Acquisitions_Details_7
Acquisitions (Details 7) (Advanced Mobile [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2013 |
Advanced Mobile [Member] | ' |
Unaudited pro forma consolidated results | ' |
Revenue | $18,509 |
Net Income | $331 |
Acquisitions_Details_Narrative
Acquisitions (Details Narratives) (USD $) | 0 Months Ended | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Oct. 01, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Advanced Mobile [Member] | AutoUSA [Member] | AutoUSA [Member] | AutoUSA [Member] | |
Warrant [Member] | Convertible Notes Payable [Member] | |||
Convertible subordinated promissory note | ' | $1,000 | ' | ' |
Principal convertible into shares of common stock upon meeting threshold | ' | ' | ' | 30,600 |
Conversion price per share | ' | $16.34 | ' | $16.34 |
Default interest rate maximum | ' | 8.00% | ' | 8.00% |
Warrant issued | ' | ' | ' | 69,930 |
Warrant per share price | ' | $7.35 | ' | ' |
Valuation assumptions | ' | ' | ' | ' |
Market yield | ' | ' | ' | 1.60% |
Volatilty | ' | ' | 65.00% | 65.00% |
Risk free rate | ' | ' | 1.60% | ' |
Warrant term | ' | ' | '5 years | ' |
Warrant exercise price | ' | $14.30 | $14.30 | ' |
Contingent consideration | ' | ' | ' | ' |
Contingent consideration, potential payments | 1,500 | ' | ' | ' |
Assets Acquired | ' | ' | ' | ' |
Goodwill | 1,925 | 7,346 | ' | ' |
Acquisition related costs | 300 | 1,000 | ' | ' |
Net assets acquired | $3,395 | $11,854 | ' | ' |
Acquired Definite-Lived Intangible Assets | ' | ' | ' | ' |
Cash flow discount rate, fair value assumption (in hundredths) | 26.00% | ' | ' | ' |
Computation_of_Basic_and_Dilut2
Computation of Basic and Diluted Net Earnings Per Share (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Computation of Basic and Diluted Net Income Per Share [Abstract] | ' | ' |
Basic shares (in shares) | 8,928,400 | 8,856,289 |
Weighted average dilutive securities (in shares) | 1,353,938 | 219,243 |
Dilutive Shares (in shares) | 10,282,338 | 9,075,532 |
Computation_of_Basic_and_Dilut3
Computation of Basic and Diluted Net Earnings Per Share (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jun. 07, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2012 | Sep. 17, 2010 | Mar. 31, 2014 |
Cyber [Member] | AutoUSA [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Anti-dilutive potential shares of common stock | ' | 2,100,000 | 2,600,000 | ' | ' | ' |
Authorized amount of stock repurchase, minimum | $2 | ' | ' | $1.50 | ' | ' |
Warrant | ' | ' | ' | ' | ' | ' |
Warrant price (in dollars per share) | ' | ' | ' | ' | $3.15 | $7.35 |
Number of shares warrants give right to purchase (in shares) | ' | ' | ' | ' | 400,000 | 500,000 |
Risk-free rate | ' | ' | ' | ' | 2.30% | 1.60% |
Stock price volatility | ' | ' | ' | ' | 77.50% | 65.00% |
Term | ' | ' | '4 years | ' | '8 years 0 months 14 days | '5 years |
Exercise price of warrant (in dollars per share) | ' | ' | ' | ' | $4.65 | $14.30 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation | ' | ' |
Share-based compensation costs | $287 | $186 |
Amount capitalized to internal use software | 1 | ' |
Total share-based compensation costs | 286 | 186 |
Cost of revenues [Member] | ' | ' |
Share-based Compensation | ' | ' |
Share-based compensation costs | 17 | 12 |
Sales and marketing [Member] | ' | ' |
Share-based Compensation | ' | ' |
Share-based compensation costs | 109 | 35 |
Technology support [Member] | ' | ' |
Share-based Compensation | ' | ' |
Share-based compensation costs | 57 | 60 |
General and administrative [Member] | ' | ' |
Share-based Compensation | ' | ' |
Share-based compensation costs | $104 | $79 |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 1) (Service Based Options [Member], USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Service Based Options [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Options granted (in shares) | 391,750 | 57,000 |
Options weighted average grant date fair value (in dollars per share) | $7.47 | $2.19 |
Options weighted average exercise price (in dollars per share) | $16.89 | $4.01 |
ShareBased_Compensation_Detail2
Share-Based Compensation (Details 2) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Fair value of stock options granted using the following weighted average assumptions | ' | ' |
Expected life (years) | ' | '4 years |
Employee Stock Option [Member] | ' | ' |
Fair value of stock options granted using the following weighted average assumptions | ' | ' |
Dividend yield (in hundredths) | 0.00% | 0.00% |
Volatility (in hundredths) | 56.00% | 72.00% |
Risk-free interest rate (in hundredths) | 1.30% | 0.60% |
Expected life (years) | '4 years 3 months 18 days | '4 years 3 months 18 days |
ShareBased_Compensation_Detail3
Share-Based Compensation (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2009 | |
AutoUSA Inducement Options [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Options granted (in shares) | 40,000 | ' | ' |
Options weighted average grant date fair value (in dollars per share) | 6.08 | ' | ' |
Options weighted average exercise price (in dollars per share) | 13.62 | ' | ' |
2013 Performance Options [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Options granted (in shares) | ' | 87,177 | ' |
Options weighted average grant date fair value (in dollars per share) | ' | 2.19 | ' |
Options weighted average exercise price (in dollars per share) | ' | 4 | ' |
Options vested following performance | ' | 83,398 | ' |
Proportion of options vested on first anniversary of grant date | ' | 0.33 | ' |
Period over which options are granted ratably | ' | '24 months | ' |
Market Condition Options [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Options granted (in shares) | ' | ' | 213,650 |
Options weighted average grant date fair value (in dollars per share) | ' | ' | $0.97 |
Options weighted average exercise price (in dollars per share) | ' | ' | $1.75 |
Proportion of options vested on first anniversary of grant date | ' | ' | 0.33 |
Period over which options are granted ratably | ' | ' | '24 months |
Stock options exercised (in shares) | 10,793 | 4,000 | ' |
Employee Stock Option [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock options exercised (in shares) | 73,603 | 8,000 | ' |
Options exercised weighted average exercise price (in dollars per share) | 4.25 | 2.43 | ' |
Selected_Balance_Sheet_Account2
Selected Balance Sheet Accounts (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Property and Equipment | ' | ' | |
Computer software and hardware and capitalized internal use software | $12,232 | $11,924 | |
Furniture and equipment | 1,265 | 1,256 | |
Leasehold improvements | 937 | 937 | |
Property and equipment, gross | 14,434 | 14,117 | |
Less - Accumulated depreciation and amortization | -12,758 | -12,569 | |
Property and equipment, net | $1,676 | $1,548 | [1] |
[1] | Amounts were derived from audited financial statements |
Selected_Balance_Sheet_Account3
Selected Balance Sheet Accounts (Details 1) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets | ' | ' | |
Intangible assets, gross | $14,381 | $10,632 | |
Accumulated amortization | -9,148 | -8,811 | |
Intangible assets, net | 5,233 | 1,821 | [1] |
Trademarks and Trade Names [Member] | ' | ' | |
Intangible Assets | ' | ' | |
Intangible assets, gross | 6,581 | 5,582 | |
Accumulated amortization | -5,298 | -5,209 | |
Intangible assets, net | 1,283 | 373 | |
Finite-Lived Intangible Assets | ' | ' | |
Estimated Useful Life (in years) | '5 years | ' | |
Software and publications [Member] | ' | ' | |
Intangible Assets | ' | ' | |
Intangible assets, gross | 1,300 | 1,300 | |
Accumulated amortization | -1,300 | -1,300 | |
Intangible assets, net | ' | ' | |
Finite-Lived Intangible Assets | ' | ' | |
Estimated Useful Life (in years) | '3 years | ' | |
Customer Relationships [Member] | ' | ' | |
Intangible Assets | ' | ' | |
Intangible assets, gross | 4,980 | 2,320 | |
Accumulated amortization | -2,094 | -1,926 | |
Intangible assets, net | 2,886 | 394 | |
Finite-Lived Intangible Assets | ' | ' | |
Estimated Useful Life (in years) | '3 years | ' | |
Noncompete Agreements [Member] | ' | ' | |
Intangible Assets | ' | ' | |
Intangible assets, gross | 700 | 610 | |
Accumulated amortization | -374 | -335 | |
Intangible assets, net | 326 | 275 | |
Developed Technology [Member] | ' | ' | |
Intangible Assets | ' | ' | |
Intangible assets, gross | 820 | 820 | |
Accumulated amortization | -82 | -41 | |
Intangible assets, net | $738 | $779 | |
Finite-Lived Intangible Assets | ' | ' | |
Estimated Useful Life (in years) | '5 years | ' | |
Employment/non-compete agreements [Member] | ' | ' | |
Finite-Lived Intangible Assets | ' | ' | |
Estimated Useful Life (in years) | '5 years | ' | |
[1] | Amounts were derived from audited financial statements |
Selected_Balance_Sheet_Account4
Selected Balance Sheet Accounts (Details 2) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Selected Balance Sheet Accounts [Abstract] | ' |
2013 | $1,110 |
2014 | 1,347 |
2015 | 930 |
2016 | 926 |
2017 | 879 |
Total | $5,192 |
Selected_Balance_Sheet_Account5
Selected Balance Sheet Accounts (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
Goodwill | ' | |
Goodwill, beginning of period | $13,602 | [1] |
Goodwill acquired during period | 7,346 | |
Goodwill, end of period | $20,948 | |
[1] | Amounts were derived from audited financial statements |
Selected_Balance_Sheet_Account6
Selected Balance Sheet Accounts (Details 4) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Selected Balance Sheet Accounts [Abstract] | ' | ' | |
Compensation and related costs | $1,561 | $3,540 | |
Professional fees and other accrued expenses | 4,105 | 3,209 | |
Amounts due to customers | 193 | 208 | |
Other current liabilities | 651 | 692 | |
Total accrued expenses and other current liabilities | $6,510 | $7,649 | [1] |
[1] | Amounts were derived from audited financial statements |
Selected_Balance_Sheet_Account7
Selected Balance Sheet Accounts (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 17, 2010 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Institution | Cyber [Member] | AutoUSA [Member] | AutoUSA [Member] | Autoweb [Member] | Autoweb [Member] | Autoweb [Member] | $8M Revolving Credit Facility [Member] | $9M Revolving Credit Facility | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | SaleMove Inc [Member] | Revenue Concentration [Member] | Revenue Concentration [Member] | Receivables Concentration [Member] | Receivables Concentration [Member] | |||
Convertible Notes Payable [Member] | Series A Preferred Stock [Member] | LIBOR [Member] | Prime Rate [Member] | |||||||||||||||
Concentration of Credit Risk and Risks Due to Significant Customers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of high credit quality financial institutions | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Concentration risk percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31.00% | 25.00% | 35.00% | 36.00% | |
Gross accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,400 | $5,700 | |
Number of customers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | 3 | 3 | |
Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Intangible assets acquired in business acquisitions | 9,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Convertible note payable | 6,000 | 5,000 | [1] | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' |
Fair value of note | ' | ' | 5,900 | ' | 1,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Market yield (in hundredths) | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock price volatility (in hundredths) | ' | ' | 77.50% | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Interest is payable at an annual interest rate (in hundredths) | ' | ' | 6.00% | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | |
Note maturity date | ' | ' | 30-Sep-15 | ' | ' | ' | ' | ' | 31-Mar-17 | 31-Dec-17 | ' | ' | 14-Aug-15 | ' | ' | ' | ' | |
Date after which notes can be converted | ' | ' | 30-Sep-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Minimum share increments into which the notes can be converted (in shares) | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Principal convertible into shares of common stock upon meeting threshold | ' | ' | ' | ' | 30,600 | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | |
Conversion price (in dollars per share) | ' | ' | $4.65 | $16.34 | $16.34 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Interest payable on note in case of default (in hundredths) | ' | ' | 8.00% | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | 8,000 | 9,000 | ' | ' | ' | ' | ' | ' | ' | |
Amortization period | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | ' | ' | ' | ' | ' | ' | ' | |
Quarterly principal payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 562,500 | ' | ' | ' | ' | ' | ' | ' | |
Basis spread on variable rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 0.50% | ' | ' | ' | ' | ' | |
Commitment fee (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 0.10% | ' | ' | ' | ' | ' | ' | ' | ' | |
Outstanding balance | ' | ' | ' | ' | ' | ' | ' | ' | 8,400 | 5,250 | ' | ' | ' | ' | ' | ' | ' | |
Ownership interest (in hundredths) | ' | ' | ' | ' | ' | ' | 16.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Investment amount | $2,500 | $2,500 | [1] | ' | ' | ' | ' | $2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock acquired (in shares) | ' | ' | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock acquired (in dollars per share) | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Option acquired | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Option exercise price | ' | ' | ' | ' | ' | $500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Option expiration date | ' | ' | ' | ' | ' | 1-Sep-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Amounts were derived from audited financial statements |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Unrecognized tax benefits | $600,000 | $100,000 |
Accrued interest and penalties | $2,200,000,000 | $2,000,000,000 |