Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AutoWeb, Inc. | |
Entity Central Index Key | 1,023,364 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,886,225 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Trading Symbol | AUTO |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 15,159 | $ 24,993 |
Short-term investment | 255 | 254 |
Accounts receivable, net of allowances for bad debts and customer credits of $857 and $892 at March 31, 2018 and December 31, 2017, respectively | 25,024 | 25,911 |
Prepaid expenses and other current assets | 1,667 | 1,805 |
Total current assets | 42,105 | 52,963 |
Property and equipment, net | 4,070 | 4,311 |
Investments | 100 | 100 |
Intangible assets, net | 27,426 | 29,113 |
Goodwill | 5,133 | |
Long-term deferred tax asset | 692 | |
Other assets | 1,269 | 601 |
Total assets | 74,970 | 92,913 |
Current liabilities: | ||
Accounts payable | 5,984 | 7,083 |
Accrued employee-related benefits | 1,925 | 2,411 |
Other accrued expenses and other current liabilities | 7,473 | 7,252 |
Current portion of convertible note payable | 1,000 | |
Total current liabilities | 16,382 | 16,746 |
Convertible note payable | 1,000 | |
Borrowings under revolving credit facility | 8,000 | |
Total liabilities | 16,382 | 25,746 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 55,000,000 shares authorized and 13,082,948 and 11,012,625 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 13 | 13 |
Additional paid-in capital | 357,754 | 356,054 |
Accumulated deficit | (299,179) | (288,900) |
Total stockholders' equity | 58,588 | 67,167 |
Total liabilities and stockholders' equity | 74,970 | 92,913 |
Preferred Class A [Member] | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 11,445,187 shares authorized, Series A Preferred stock, none issued and outstanding, Series B Preferred stock, none and 168,007 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | $ 0 | $ 0 |
CONSOLIDATED CONDENSED BALANCE3
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, allowances for bad debts and customer credits | $ 587 | $ 892 |
Stockholders' equity: | ||
Preferred stock, authorized (in shares) | 11,445,187 | 11,445,187 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 55,000,000 | 55,000,000 |
Common stock, issued (in shares) | 12,896,225 | 13,059,341 |
Common stock, outstanding (in shares) | 12,896,225 | 13,059,341 |
Preferred Class A [Member] | ||
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, Issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Lead fees | $ 24,080 | $ 29,092 |
Advertising | 8,087 | 7,969 |
Other revenues | 182 | 280 |
Total revenues | 32,349 | 37,341 |
Cost of revenues | 24,659 | 24,430 |
Gross profit | 7,690 | 12,911 |
Operating expenses: | ||
Sales and marketing | 3,712 | 3,763 |
Technology support | 3,385 | 3,253 |
General and administrative | 4,575 | 3,457 |
Depreciation and amortization | 1,160 | 1,229 |
Goodwill impairment | 5,133 | |
Total operating expenses | 17,965 | 11,702 |
Operating income (loss) | (10,275) | 1,209 |
Interest and other income (expense), net | (100) | |
Income (loss) before income tax provision | (10,275) | 1,109 |
Income tax provision | 4 | 625 |
Net income (loss) and comprehensive income (loss) | $ (10,279) | $ 484 |
Basic earnings (loss) per common share | $ (0.81) | $ 0.04 |
Diluted earnings (loss) per common share | $ (0.81) | $ 0.04 |
CONSOLIDATED CONDENSED STATEME5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (10,279) | $ 484 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 2,179 | 1,841 |
Provision for bad debts | 69 | 43 |
Provision for customer credits | 65 | 94 |
Share-based compensation | 1,626 | 1,011 |
Change in deferred tax asset | 692 | 334 |
Goodwill impairment | 5,133 | |
Changes in assets and liabilities: | ||
Accounts receivable | 753 | 4,980 |
Prepaid expenses and other current assets | 137 | 16 |
Other assets | (668) | 44 |
Accounts payable | (1,099) | (2,527) |
Accrued expenses and other current liabilities | (265) | (2,858) |
Net cash (used in) provided by operating activities | (1,657) | 3,462 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (250) | (163) |
Net cash used in investing activities | (250) | (163) |
Cash flows from financing activities: | ||
Payments on term loan borrowings | (2,625) | |
Proceeds from exercise of stock options | 73 | 457 |
Payments on revolving credit facility | (8,000) | |
Net cash used in financing activities | (7,927) | (2,168) |
Net increase (decrease) in cash and cash equivalents | (9,834) | 1,131 |
Cash and cash equivalents, beginning of period | 24,993 | 38,512 |
Cash and cash equivalents, end of period | 15,159 | 39,643 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | $ 73 | $ 356 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | AutoWeb, Inc. (“ AutoWeb Company Dealers Manufacturers The Company’s consumer-facing automotive websites (“ Company Websites Leads 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 AUTO. On October 9, 2017, the Company changed its name from Autobytel Inc. to AutoWeb, Inc., assuming the name of AutoWeb, Inc., which was the name of the company that the Company acquired in October 2015. In connection with this name change, the Company changed its stock ticker symbol from “ABTL” to “AUTO” on The Nasdaq Capital Market. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated condensed financial statements are presented on the same basis as the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“ 2017 Form 10-K SEC GAAP |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Issued but not yet adopted by the Company Accounting Standards Codification 220 “Comprehensive Income.” ASU TCJA Accounting Standards Codification 842 “Leases.” Recently adopted by the Company Accounting Standards Codification 606 “Revenue from Contracts with Customers.” The standard permits the use of either the retrospective or cumulative effect transition method (modified retrospective method). The Company adopted the ASU on a modified retrospective transition method on January 1, 2018 and will apply ASC 606 to the most current period presented in the financial statements issued subsequent to the adoption date. The Company did not record a cumulative adjustment to retained earnings as of January 1, 2018 since the Company was recognizing revenue consistent with the provisions of ASC 606 and any adjustment would have been deemed immaterial. In preparation for adoption of the standard, the Company implemented internal controls to enable the preparation of financial information and has reached conclusions on key accounting assessments related to the standard, including that accounting for variable consideration is immaterial. The Company adopted the standard through the application of the portfolio approach and selected a sample of customer contracts to assess under the guidance of the new standard that are characteristically representative of each revenue stream. The Company completed its review of the sample contracts, and there was no significant change to the pattern or timing of revenue recognition as a result of adopting the new standard. Accounting Standards Codification 805 “Business Combinations.” Accounting Standards Codification 718 “Compensation – Stock Compensation.” |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue is recognized upon transfer of control of promised goods or services to our customers, or when performance obligations under contract have been satisfied, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Further, under ASC 606, contract assets or contract liabilities that arise from a past performance but require a further performance obligation to be satisfied as a condition of settlement must be identified and recorded on the balance sheet until respectively settled. The Company performs the following steps in order to properly determine revenue recognition and identify relevant contract assets and contract liabilities: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to the performance obligations in the contract; and ● recognize revenue when, or as, we satisfy a performance obligation. Accounting Policy - Revenue Recognition The Company earns revenue by providing leads, advertising and mobile products and services used by Dealers and Manufacturers in their efforts to market and sell new and used vehicles to consumers. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We record revenue on distinct performance obligations at a single point in time, when control is transferred to the customer, which is consistent with past practice. The Company has three main revenue sources – Lead fees, advertising and other revenue. Accordingly, we recognize revenue for each source as described below: ● Lead fees - paid by Dealers and Manufacturers participating in the Company’s Lead programs and are comprised of Lead transaction and/or monthly subscription fees. Lead fees are recognized in the period when service is provided. ● Advertising - fees paid by Dealers and Manufacturers for 1) display advertising on our website and 2) fees from our clicks program. Revenue is recognized in the period advertisements are displayed on our websites or the period in which clicks have been delivered, as applicable. The Company recognizes gross revenue from the delivery of action-based ads in the period in which a user takes the action for which the marketer contracted with us. For advertising revenue arrangements where we are not the principal, we recognize revenue on a net basis. ● Other Revenues - Variable Consideration The Company’s products, namely Leads, are generally sold with a right-of-return for services that do not meet customer requirements as specified by the contract. Rights-of-return are estimable, and provisions for estimated returns are recorded as a reduction in revenue by the Company in the period revenue is recognized, and thereby accounted for as variable consideration. We include the allowance for customer credits in our net accounts receivable balances on the Company’s balance sheet at period end, which is consistent with past practice. Allowance for customer credits totaled $186,000 and $213,000 as of March 31, 2018 and December 31, 2017, respectively. See further discussion below on Significant Judgments exercised by the Company in regards to variable consideration. Contract Assets and Contract Liabilities Unbilled Revenue Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing. From time-to-time, the Company may have balances on its balance sheet representing revenue that has been recognized but not-yet invoiced, for which we have satisfied contract performance obligation and have a right to receive payment. These receivable balances are driven by the timing of administrative transaction processing, rather than indicative of partially complete performance obligations, or unbilled revenue, which represents revenue that is partially earned, control of promised services has not yet transferred to the customer and for which we have not earned complete right to payment. Deferred Revenue We defer the recognition of revenue when cash payments are received or due in advance of satisfying our performance obligations, including amounts which are refundable. Such activity is not a common practice of operation. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days from date of invoice. Practical Expedients and Exemptions We exclude from the transaction price all sales taxes related to revenue producing transactions collected from the customer for a governmental authority. We apply the new revenue standard requirements to a portfolio of contracts (or performance obligations) with similar characteristics for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs primarily relate to sales commissions and are recorded in selling, marketing and distribution expense. Significant Judgments The Company provides Dealers and Manufacturers with various opportunities to market their vehicles to potential vehicle buyers, namely via consumer lead and traffic referrals and online advertising products and services. Properly accounting for revenue generated by these digital marketing activities, as well as any related assets and liabilities that may arise in conjunction with these activities, requires management to exercise significant judgment: ● Arrangements with Multiple Performance Obligations The Company enters into contracts with customers that often include multiple products and services to a customer. Determining whether products and/or services are distinct performance obligations that should be accounted for singularly or separately may require significant judgment. ● Variable Consideration and Customer Credits The Company’s products are generally sold with a right-of-return. The Company sometimes may also provide other customer credits or sales incentives which are accounted for as variable consideration when determining the allocation of the transaction price to performance obligations under a contract. The allowance for customer credits is an estimate of adjustments for services that do not meet the customer requirements. Additions to the estimated allowance for customer credits are recorded as a reduction of revenues and are based on the Company’s historical experience of: (i) the amount of credits issued; (ii) the length of time after services are rendered that the credits are issued; (iii) other factors known at the time; and (iv) future expectations. Reductions in the estimated allowance for customer credits are recorded as an increase in revenues. As specific customer credits are identified, they are written off against the previously established estimated allowance for customer credits with no impact on revenues. Returns and credits are measured at contract inception, with respective obligations reviewed each reporting period or as further information becomes available, whichever is earlier, and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Customer credits are included in the net accounts receivable balance of the Company’s balance sheets as of March 31, 2018 and December 31, 2017. The Company has not made any significant changes to judgments in applying ASC 606 during the three months ended March 31, 2018. Disaggregation of Revenue We disaggregate revenue from contracts with customers by revenue source and have determined that disaggregating revenue into these categories sufficiently depicts the differences in the nature, amount, timing and uncertainty of our revenue streams. The Company has three main sources of revenue: lead fees, advertising and other revenues. The following table summarizes revenue from contracts with customers, disaggregated by revenue source, for the three months ended March 31, 2018 and 2017. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Three Months Ended March 31, 2018 2017 (in thousands) Lead fees $ 24,080 $ 29,092 Advertising Clicks 6,691 6,514 Display and other advertising 1,396 1,455 Other revenues 182 280 Total revenue $ 32,349 $ 37,341 |
Net Earnings (Loss) Per Share a
Net Earnings (Loss) Per Share and Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share and Stockholders’ Equity | Basic net earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period, excluding any unvested restricted stock. Diluted net earnings (loss) 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 methods, during the period. Potential common shares consist of unvested restricted stock and common shares issuable upon the exercise of stock options, the exercise of warrants and conversion of convertible notes. The following are the share amounts utilized to compute the basic and diluted net earnings per share for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Basic Shares: Weighted average common shares outstanding 13,010,948 11,025,864 Weighted average unvested restricted stock (393,890 ) (116,667 ) Basic Shares 12,617,058 10,909,197 Diluted Shares: Basic shares 12,617,058 10,909,197 Weighted average dilutive securities — 2,399,938 Diluted Shares 12,617,058 13,309,135 For the three months ended March 31, 2018, the Company’s basic and diluted net loss per share are the same since the Company generated a net loss for the period and potentially dilutive securities are excluded from diluted net loss per share because they have an anti-dilutive impact. For the three months ended March 31, 2017, weighted average dilutive securities included dilutive options, restricted stock awards, and the convertible note issued in connection with the acquisition of AutoWeb, Inc. (“ AWI For the three months ended March 31, 2018 and 2017, 3.0 million and 2.2 million of potentially anti-dilutive securities related to common stock have been excluded from the calculation of diluted net earnings per share, respectively. On September 6, 2017, the Company announced that its board of directors authorized the Company to repurchase up to $3.0 million of the Company’s common stock. Under the repurchase program, 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 program at any time. The Company will fund future repurchases, if any, through the use of available cash. No shares were repurchased during the three months ended March 31, 2018 and 2017. As of March 31, 2018, $2.3 million remains available for the Company to repurchase common stock. On June 22, 2017, the Company obtained stockholder approval for the issuance of shares of the Company’s common stock upon (i) the conversion of the Company’s then outstanding Series B Junior Participating Convertible Preferred Stock, par value $0.001 per share (“ Series B Preferred Stock Warrants. AutoUSA Warrant The warrant to purchase up to 148,240 shares of Series B Preferred Stock issued in connection with the acquisition of AWI (“ AWI Warrant Weighted Average Closing Price |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
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 Operations and Comprehensive Income (Loss) as follows: Three Months Ended March 31, 2018 2017 (in thousands) Share-based compensation expense: Cost of revenues $ 15 $ 20 Sales and marketing 225 412 Technology support 153 128 General and administrative (1) 1,234 452 Share-based compensation costs 1,627 1,012 Amount capitalized to internal use software 1 1 Total share-based compensation costs $ 1,626 $ 1,011 (1) Certain awards were modified in connection with the termination of the Company’s former Chief Executive Officer’s employment by the Company and their vesting accelerated in accordance with the terms of the applicable award agreements. The total expense related to the acceleration of vested awards was approximately $0.8 million in the three months ended March 31, 2018. Service-Based Options. Three Months Ended March 31, 2018 2017 Number of service-based options granted 1,500 319,250 Weighted average grant date fair value $ 4.30 $ 6.91 Weighted average exercise price $ 8.19 $ 13.81 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 and vesting may be accelerated in the event of a change in control of the Company. Market Condition Options. Former CEO Former CEO Market Condition Options Stock option exercises Three Months Ended March 31, 2018 2017 Number of stock options exercised 15,217 58,959 Weighted average exercise price $ 4.80 $ 7.75 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, 2018 2017 Dividend yield — — Volatility 64 % 61 % Risk-free interest rate 2.4 % 1.8 % Expected life (years) 4.5 4.4 Upon adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” the Company elected to estimate the number of forfeitures. Restricted Stock Awards. RSAs The Company granted an aggregate of 345,000 RSAs on September 27, 2017 to executive officers of the Company. These RSAs are service-based and the forfeiture restrictions lapse with respect to one-third of the restricted stock on each of the first, second and third anniversaries of the date of the award. Lapsing of the forfeiture restrictions may be accelerated in the event of a change in control of the Company and will accelerate upon the death or disability of the holder. During the three months ended March 31, 2018, 70,000 shares of these RSAs were forfeited upon the resignation of an executive officer. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2018 | |
Investments [Abstract] | |
Investments | GoMoto In September 2013, the Company entered into a Convertible Note Purchase Agreement with SaleMove in which AutoWeb invested $150,000 in SaleMove in the form of an interest bearing, convertible promissory note. In November 2014, the Company invested an additional $400,000 in SaleMove in the form of an interest bearing, convertible promissory note. Upon closing of a preferred stock financing by SaleMove in July 2015, these two notes were converted in accordance with their terms into an aggregate of 190,997 Series A Preferred Stock, which shares were previously classified as a long-term investment on the consolidated balance sheet. The Company recorded an impairment charge of $0.6 million in SaleMove in the three months ended December 31, 2017. In October 2013, the Company entered into a Reseller Agreement with SaleMove to become a reseller of SaleMove’s technology for enhancing communications with consumers. SaleMove’s technology allows Dealers and Manufacturers to enhance the online shopping experience by interacting with consumers in real-time, including live video, audio and text-based chat or by phone. The Company and SaleMove share equally in revenues from automotive-related sales of the SaleMove products and services. In connection with this reseller arrangement, the Company advanced to SaleMove $1.0 million to fund SaleMove’s 50% share of various product development, marketing and sales costs and expenses, with the advanced funds to be recovered by the Company from SaleMove’s share of sales revenue. SaleMove advances are repaid to the Company from SaleMove’s share of net revenues and expenses from the Reseller Agreement. As of March 31, 2018, the net advances due from SaleMove totaled $401,000 and are recorded as an other long-term asset on the Unaudited Consolidated Condensed Balance Sheets. In December 2014, the Company entered into a Series Seed Preferred Stock Purchase Agreement with GoMoto in which the Company paid $100,000 for 317,460 shares of Series Seed Preferred Stock, $0.001 par value per share. The $100,000 investment in GoMoto was recorded at cost because the Company does not have significant influence over GoMoto. In October 2015 and May 2016, the Company invested an additional $375,000 and $375,000, respectively, in GoMoto in the form of convertible promissory notes (“ GoMoto Notes |
Selected Balance Sheet Accounts
Selected Balance Sheet Accounts | 3 Months Ended |
Mar. 31, 2018 | |
Selected Balance Sheet Accounts [Abstract] | |
Selected Balance Sheet Accounts | Property and Equipment March 31, 2018 December 31, 2017 (in thousands) Computer software and hardware $ 11,168 $ 11,065 Capitalized internal use software 5,896 5,774 Furniture and equipment 1,702 1,703 Leasehold improvements 1,565 1,539 20,331 20,081 Less—Accumulated depreciation and amortization (16,261 ) (15,770 ) Property and Equipment, net $ 4,070 $ 4,311 The Company periodically reviews the value of 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 the Company’s 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 an undiscounted cash flow model, which includes assumptions and estimates. Concentration of Credit Risk and Risks Due to Significant Customers 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, Subaru, Toyota, Volkswagen and Volvo), Media.net Advertising and General Motors. During the first three months of 2018, approximately 38% of the Company’s total revenues was derived from these three customers, and approximately 45%, or $11.6 million of gross accounts receivables related to these three customers at March 31, 2018. During the first three months of 2017, approximately 29% of the Company’s total revenues was derived from Urban Science Applications, Ford Direct and General Motors, and approximately 40%, or $11.7 million of gross accounts receivables, related to these three customers at March 31, 2017. Intangible Assets. On October 5, 2017, the Company and DealerX Partners, LLC, a Florida limited liability company (“ DealerX DealerX License Agreement The transaction consideration consisted of: (i) $8.0 million in cash paid to DealerX upon execution of the DealerX License Agreement and (ii) the right to 710,856 shares of the Company’s common stock, par value $0.001 per share, representing approximately five percent of the Company’s outstanding Common Stock as of the date the parties entered into the DealerX License Agreement (“ Market Capitalization Shares Alternative Cash Payment The Company’s intangible assets will be amortized over the following estimated useful lives: March 31, 2018 December 31, 2017 Definite-lived Intangible Asset Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Trademarks/trade names/licenses/domains 3 – 7 years $ 16,589 $ (4,602 ) $ 11,987 $ 16,589 $ (4,037 ) $ 12,552 Software and publications 3 years 1,300 (1,300 ) — 1,300 (1,300 ) — Customer relationships 2 - 10 years 19,563 (11,331 ) 8,232 19,563 (10,555 ) 9,008 Employment/non-compete agreements 1-5 years 1,510 (1,499 ) 11 1,510 (1,493 ) 17 Developed technology 5-7 years 8,955 (3,959 ) 4,996 8,955 (3,619 ) 5,336 $ 47,917 $ (22,691 ) $ 25,226 $ 47,917 $ (21,004 ) $ 26,913 March 31, 2018 December 31, 2017 Indefinite-lived Intangible Asset Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Domain Indefinite $ 2,200 $ — $ 2,200 $ 2,200 $ — $ 2,200 Amortization expense is included in cost of revenues and depreciation and amortization in the Unaudited Consolidated Condensed Statements of Operations. Amortization expense was $1.7 million and $1.4 million for the three months ended March 31, 2018 and 2017, respectively. Amortization expense for the remainder of the year and for future years is as follows: Year Amortization Expense (in thousands) 2018 $ 4,918 2019 5,236 2020 3,805 2021 3,697 2022 3,100 Thereafter 4,470 $ 25,226 Goodwill. (in thousands) Goodwill as of December 31, 2017 $ 5,133 Impairment charge (5,133 ) Goodwill as of March 31, 2018 $ — Accrued Expenses and Other Current Liabilities March 31, 2018 December 31, 2017 (in thousands) Accrued employee-related benefits $ 1,925 $ 2,411 Other accrued expenses and other current liabilities: Other accrued expenses 6,563 6,307 Amounts due to customers 452 438 Other current liabilities 458 507 Total other accrued expenses and other current liabilities 7,473 7,252 Total accrued expenses and other current liabilities $ 9,398 $ 9,663 Convertible Notes Payable AutoUSA Note |
Credit Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facility | The Company and MUFG Union Bank, N.A. entered into a Loan Agreement dated February 26, 2013, as amended on September 10, 2013, January 13, 2014, May 20, 2015, June 1, 2016, June 28, 2017 and December 27, 2017 (the original Loan Agreement, as amended, is referred to collectively as the “ Credit Facility Agreement Revolving Loan |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Employment Agreements The Company has employment agreements and severance benefits/retention agreements with certain key employees. A number of these agreements require severance payments and continuation of certain insurance benefits in the event of a termination of the employee’s employment by the Company without cause or by the employee for good reason (as defined is these agreements). Stock option agreements and restricted stock award agreements with some key employees provide for acceleration of vesting of stock options and lapsing of forfeiture restrictions on restricted stock in the event of a change in control of the Company, upon termination of employment by the Company without cause or by the employee for good reason, or upon the employee’s death or disability. Litigation From time to time, the Company may be involved in litigation matters arising from the normal course of its business activities. Such 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, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | On December 22, 2017, the U.S. government enacted comprehensive tax legislation known as the TCJA. The TCJA establishes new tax laws that took effect in 2018, including, but not limited to (1) reduction of the U.S. federal corporate tax rate from a maximum of 35% to 21%; (2) elimination of the corporate alternative minimum tax; (3) a new limitation on deductible interest expense; (4) the Transition Tax; (5) limitations on the deductibility of certain executive compensation; (6) changes to the bonus depreciation rules for fixed asset additions: and (7) limitations on net operating loss carryovers generated after December 31, 2017, to 80% of taxable income. ASC 740, Income Taxes, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. However, due to the complexity and significance of the TCJA's provisions, the SEC staff issued Staff Accounting Bulletin 118 (“ SAB 118 At March 31, 2018 and December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the TCJA; however, the Company has made a reasonable estimate of the effects of the TCJA’s change in the federal rate and revalued its deferred tax assets based on the rates at which they are expected to reverse in the future, which is generally the new 21% federal corporate tax rate plus applicable state tax rate. The Company recorded a decrease in deferred tax assets and deferred tax liabilities of $11.7 million and $0.0 million, respectively, with a corresponding net adjustment to deferred income tax expense of $11.7 million for the year ended December 31, 2017. In addition, the Company recognized a deemed repatriation of $0.6 million of deferred foreign income from its Guatemala subsidiary, which did not result in any incremental tax cost after application of foreign tax credits. The Company’s provisional estimates will be adjusted during the measurement period defined under SAB 118, based upon ongoing analysis of data and tax positions along with the new guidance from regulators and interpretations of the law. 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. During 2017, management assessed the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred over the three-year period ended December 31, 2017. The Company was projecting pre-tax income for 2017 until the three months ended December 31, 2017, in which the Company incurred a significant pre-tax loss due to goodwill impairment. The Company experienced increased costs in servicing its customers and started to see a decrease in market share as a result of more competition. The Company also projects that 2018 pre-tax profits may not offset the cumulative three-year pre-tax loss as of December 31, 2017. Based on this evaluation, the Company recorded an additional valuation allowance of $16.7 million against its deferred tax assets during the year ended December 31, 2017. At March 31, 2018 and December 31, 2017, the Company has recorded a valuation allowance of $21.3 million against its deferred tax assets. The Company’s effective tax rate for the three months ended March 31, 2018 differed from the U.S. federal statutory rate primarily due to operating losses that receive no tax benefit as a result of valuation allowance recorded for such losses. The total amount of unrecognized tax benefits, excluding associated interest and penalties, was $0.5 million as of March 31, 2018, all of which, if subsequently recognized, would have affected the Company’s tax rate. As of March 31, 2018 and December 31, 2017, the total balance of accrued interest and penalties related to uncertain tax positions was zero. 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 the three months ended March 31, 2018 and March 31, 2017. The Company operates under a tax holiday in Guatemala, which began November 16, 2017 and is effective through November 16, 2027. The tax holiday is conditional upon our meeting certain employment and investment requirements. The impact of the tax holiday was not material for the year ended December 31, 2017 and decreased foreign taxes by $33,000 for the three months ended March 31, 2018. The benefit of the tax holiday on net income per share (diluted) was not material for 2017 or for the three months ended March 31, 2018. The Company is subject to taxation in the U.S. and in various foreign and state jurisdictions. Due to expired statutes of limitation, the Company’s federal income tax returns for years prior to calendar year 2014 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 2013 are no longer subject to examination. The Company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next twelve months. Audit outcomes and the timing of settlements are subject to significant uncertainty. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Event | |
Subsequent Event | On April 12, 2018, the Company’s board of directors (“ Board Also on April 12, 2018, the Board appointed Jared R. Rowe to the position of President and CEO. In accordance with his employment agreement, the Board also appointed Mr. Rowe to the Board as a Class I director effective on that date, with his term to expire at the Company’s annual meeting of stockholders in 2020. |
Recent Accounting Pronounceme18
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Issued but not yet adopted by the Company Accounting Standards Codification 220 “Comprehensive Income.” ASU TCJA Accounting Standards Codification 842 “Leases.” Recently adopted by the Company Accounting Standards Codification 606 “Revenue from Contracts with Customers.” The standard permits the use of either the retrospective or cumulative effect transition method (modified retrospective method). The Company adopted the ASU on a modified retrospective transition method on January 1, 2018 and will apply ASC 606 to the most current period presented in the financial statements issued subsequent to the adoption date. The Company did not record a cumulative adjustment to retained earnings as of January 1, 2018 since the Company was recognizing revenue consistent with the provisions of ASC 606 and any adjustment would have been deemed immaterial. In preparation for adoption of the standard, the Company implemented internal controls to enable the preparation of financial information and has reached conclusions on key accounting assessments related to the standard, including that accounting for variable consideration is immaterial. The Company adopted the standard through the application of the portfolio approach and selected a sample of customer contracts to assess under the guidance of the new standard that are characteristically representative of each revenue stream. The Company completed its review of the sample contracts, and there was no significant change to the pattern or timing of revenue recognition as a result of adopting the new standard. Accounting Standards Codification 805 “Business Combinations.” Accounting Standards Codification 718 “Compensation – Stock Compensation.” |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Revenue from contracts | Three Months Ended March 31, 2018 2017 (in thousands) Lead fees $ 24,080 $ 29,092 Advertising Clicks 6,691 6,514 Display and other advertising 1,396 1,455 Other revenues 182 280 Total revenue $ 32,349 $ 37,341 |
Net Earnings (Loss) Per Share20
Net Earnings (Loss) Per Share and Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | Three Months Ended March 31, 2018 2017 Basic Shares: Weighted average common shares outstanding 13,010,948 11,025,864 Weighted average unvested restricted stock (393,890 ) (116,667 ) Basic Shares 12,617,058 10,909,197 Diluted Shares: Basic shares 12,617,058 10,909,197 Weighted average dilutive securities — 2,399,938 Diluted Shares 12,617,058 13,309,135 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation expense included in costs and expenses | Three Months Ended March 31, 2018 2017 (in thousands) Share-based compensation expense: Cost of revenues $ 15 $ 20 Sales and marketing 225 412 Technology support 153 128 General and administrative (1) 1,234 452 Share-based compensation costs 1,627 1,012 Amount capitalized to internal use software 1 1 Total share-based compensation costs $ 1,626 $ 1,011 (1) Certain awards were modified in connection with the termination of the Company’s former Chief Executive Officer’s employment by the Company and their vesting accelerated in accordance with the terms of the applicable award agreements. The total expense related to the acceleration of vested awards was approximately $0.8 million in the three months ended March 31, 2018. |
Service based options granted during period | Three Months Ended March 31, 2018 2017 Number of service-based options granted 1,500 319,250 Weighted average grant date fair value $ 4.30 $ 6.91 Weighted average exercise price $ 8.19 $ 13.81 |
Stock option exercises | Three Months Ended March 31, 2018 2017 Number of stock options exercised 15,217 58,959 Weighted average exercise price $ 4.80 $ 7.75 |
Fair value of stock options granted using the following weighted average assumptions | Three Months Ended March 31, 2018 2017 Dividend yield — — Volatility 64 % 61 % Risk-free interest rate 2.4 % 1.8 % Expected life (years) 4.5 4.4 |
Selected Balance Sheet Accoun22
Selected Balance Sheet Accounts (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Selected Balance Sheet Accounts [Abstract] | |
Property and equipment | March 31, 2018 December 31, 2017 (in thousands) Computer software and hardware $ 11,168 $ 11,065 Capitalized internal use software 5,896 5,774 Furniture and equipment 1,702 1,703 Leasehold improvements 1,565 1,539 20,331 20,081 Less—Accumulated depreciation and amortization (16,261 ) (15,770 ) Property and Equipment, net $ 4,070 $ 4,311 |
Intangible assets amortized over the estimated useful lives | The Company’s intangible assets will be amortized over the following estimated useful lives: March 31, 2018 December 31, 2017 Definite-lived Intangible Asset Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Trademarks/trade names/licenses/domains 3 – 7 years $ 16,589 $ (4,602 ) $ 11,987 $ 16,589 $ (4,037 ) $ 12,552 Software and publications 3 years 1,300 (1,300 ) — 1,300 (1,300 ) — Customer relationships 2 - 10 years 19,563 (11,331 ) 8,232 19,563 (10,555 ) 9,008 Employment/non-compete agreements 1-5 years 1,510 (1,499 ) 11 1,510 (1,493 ) 17 Developed technology 5-7 years 8,955 (3,959 ) 4,996 8,955 (3,619 ) 5,336 $ 47,917 $ (22,691 ) $ 25,226 $ 47,917 $ (21,004 ) $ 26,913 March 31, 2018 December 31, 2017 Indefinite-lived Intangible Asset Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Domain Indefinite $ 2,200 $ — $ 2,200 $ 2,200 $ — $ 2,200 |
Amortization expense for the remainder of the year and for the next four years | Year Amortization Expense (in thousands) 2018 $ 4,918 2019 5,236 2020 3,805 2021 3,697 2022 3,100 Thereafter 4,470 $ 25,226 |
Goodwill | (in thousands) Goodwill as of December 31, 2017 $ 5,133 Impairment charge (5,133 ) Goodwill as of March 31, 2018 $ — |
Accrued expenses and other current liabilities | March 31, 2018 December 31, 2017 (in thousands) Accrued employee-related benefits $ 1,925 $ 2,411 Other accrued expenses and other current liabilities: Other accrued expenses 6,563 6,307 Amounts due to customers 452 438 Other current liabilities 458 507 Total other accrued expenses and other current liabilities 7,473 7,252 Total accrued expenses and other current liabilities $ 9,398 $ 9,663 |
Organization and Operations (De
Organization and Operations (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
State of incorporation | Delaware |
Date of incorporation | May 17, 1996 |
Trading Symbol | AUTO |
Date of acquisition/merger | Dec. 31, 2016 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue from contracts with customers | $ 32,349 | $ 37,341 |
Lead Fees [Member] | ||
Revenue from contracts with customers | 24,080 | 29,092 |
Click Advertising [Member] | ||
Revenue from contracts with customers | 6,691 | 6,514 |
Display and Other Advertising [Member] | ||
Revenue from contracts with customers | 1,396 | 1,455 |
Other Revenues [Member] | ||
Revenue from contracts with customers | $ 182 | $ 280 |
Net Earnings (Loss) Per Share25
Net Earnings (Loss) Per Share and Stockholders’ Equity (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Basic Shares: | ||
Weighted average common shares outstanding | 13,010,948 | 11,025,864 |
Weighted average unvested restricted stock | (393,890) | (116,667) |
Basic shares | 12,617,058 | 10,909,197 |
Dilutive Shares: | ||
Basic shares | 12,617,058 | 10,909,197 |
Weighted average dilutive securities | 2,399,938 | |
Dilutive Shares | 12,617,058 | 13,309,135 |
Net Earnings (Loss) Per Share26
Net Earnings (Loss) Per Share and Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | |
Dilutive Shares: | |||
Authorized amount of stock repurchase, minimum | $ 3,000,000 | ||
Anti-dilutive potential shares of common stock | 3,000,000 | 2,200,000 | |
Auto USA | |||
Warrant | |||
Warrant price (in dollars per share) | $ 7.35 | ||
AWI Warrant | |||
Warrant | |||
Warrant issued | 1,482,400 | ||
Warrant price (in dollars per share) | $ 1.72 | ||
Exercise price of warrant (in dollars per share) | $ 18.45 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based compensation expense: | ||
Share-based compensation costs | $ 1,627 | $ 1,012 |
Amount capitalized to internal use software | 1 | 1 |
Total share-based compensation costs | 1,626 | 1,011 |
Cost of revenues [Member] | ||
Share-based compensation expense: | ||
Share-based compensation costs | 15 | 20 |
Sales and marketing [Member] | ||
Share-based compensation expense: | ||
Share-based compensation costs | 225 | 412 |
Technology support [Member] | ||
Share-based compensation expense: | ||
Share-based compensation costs | 153 | 128 |
General and administrative [Member] | ||
Share-based compensation expense: | ||
Share-based compensation costs | $ 1,234 | $ 452 |
Share-Based Compensation (Det28
Share-Based Compensation (Details 1) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Issued or Granted During Period, Share-based Compensation | ||
Number of service-based options granted | 1,500 | 319,250 |
Weighted average grant date fair value | $ 4.30 | $ 6.91 |
Weighted average exercise price | $ 8.19 | $ 13.81 |
Share-Based Compensation (Det29
Share-Based Compensation (Details 2) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of stock options exercised | 15,217 | 58,959 |
Weighted average exercise price | $ 4.80 | $ 7.75 |
Share-Based Compensation (Det30
Share-Based Compensation (Details 3) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair value of stock options granted using the following weighted average assumptions | ||
Dividend yield | 0.00% | 0.00% |
Volatility (in hundredths) | 64.00% | 61.00% |
Risk-free interest rate (in hundredths) | 2.40% | 1.80% |
Expected life (years) | 4 years 6 months | 4 years 8 months 24 days |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Annual interest rate (in hundredths) | 6.00% | |
GoMoto [Member] | ||
Convertible promissory note | $ 100 | |
Preferred shares issued upon convesion of debt | 317,460 | |
Annual interest rate (in hundredths) | 4.00% | |
Reserve for notes receivable | $ 800 | |
SaleMove Inc [Member] | ||
Convertible promissory note | $ 150 | |
Impairment charge | $ 600 | |
Preferred shares issued upon convesion of debt | 190,997 | |
Advances to affiliate | $ 401 |
Selected Balance Sheet Accoun32
Selected Balance Sheet Accounts (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property and Equipment | ||
Computer software and hardware | $ 11,168 | $ 11,065 |
Capitalized internal use software | 5,896 | 5,774 |
Furniture and equipment | 1,702 | 1,703 |
Leasehold improvements | 1,565 | 1,539 |
Property and equipment, gross | 20,331 | 20,081 |
Less - Accumulated depreciation and amortization | (16,261) | (15,770) |
Property and equipment, net | $ 4,070 | $ 4,311 |
Selected Balance Sheet Accoun33
Selected Balance Sheet Accounts (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets | ||
Gross | $ 47,917 | $ 47,917 |
Accumulated Amortization | (22,691) | (21,004) |
Net | 27,426 | 29,113 |
Trademarks and Trade Names [Member] | ||
Intangible Assets | ||
Gross | 16,589 | 6,589 |
Accumulated Amortization | (4,602) | (4,037) |
Net | $ 11,987 | 12,552 |
Trademarks and Trade Names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 3 years | |
Trademarks and Trade Names [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 7 years | |
Software and publications [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 3 years | |
Intangible Assets | ||
Gross | $ 1,300 | 1,300 |
Accumulated Amortization | (1,300) | (1,300) |
Net | ||
Customer Relationships [Member] | ||
Intangible Assets | ||
Gross | 19,563 | 19,563 |
Accumulated Amortization | (11,331) | (10,555) |
Net | $ 8,232 | 9,008 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 2 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 10 years | |
Employment/non-compete agreements [Member] | ||
Intangible Assets | ||
Gross | $ 1,510 | 1,510 |
Accumulated Amortization | (1,499) | (1,493) |
Net | $ 11 | 17 |
Employment/non-compete agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 1 year | |
Employment/non-compete agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 5 years | |
Developed Technology Rights [Member] | ||
Intangible Assets | ||
Gross | $ 8,955 | 8,955 |
Accumulated Amortization | (3,959) | (3,619) |
Net | $ 4,996 | 5,336 |
Developed Technology Rights [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 5 years | |
Developed Technology Rights [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets | ||
Estimated Useful Life | 7 years | |
Domain [Member] | ||
Intangible Assets | ||
Gross | $ 2,200 | 2,200 |
Accumulated Amortization | ||
Net | $ 2,200 | $ 2,200 |
Selected Balance Sheet Accoun34
Selected Balance Sheet Accounts (Details 2) $ in Thousands | Mar. 31, 2018USD ($) |
Amortization expense for the remainder of the year and for the next five years | |
2,018 | $ 4,918 |
2,019 | 5,236 |
2,020 | 3,805 |
2,021 | 3,697 |
2,022 | 3,100 |
2,023 | 4,470 |
Total | $ 25,226 |
Selected Balance Sheet Accoun35
Selected Balance Sheet Accounts (Details 3) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued expenses and other current liabilities | ||
Accrued employee-related benefits | $ 1,925 | $ 2,411 |
Other accrued expenses | 6,563 | 6,307 |
Amounts due to customers | 452 | 438 |
Other current liabilities | 458 | 507 |
Total other accrued expenses and other current liabilities | 7,473 | 7,252 |
Total accrued expenses and other current liabilities | $ 9,398 | $ 9,663 |
Selected Balance Sheet Accoun36
Selected Balance Sheet Accounts (Details 4) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill | |
Goodwill, beginning of period | $ 5,133 |
Impairment charge | (5,133) |
Goodwill, end of period |
Selected Balance Sheet Accoun37
Selected Balance Sheet Accounts (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Fair value of note | $ 1,300 | |
Convertible subordinated promissory note issued | $ 1,000 | |
Interest is payable at an annual interest rate (in hundredths) | 6.00% | |
Amortization expense | $ 1,700 | $ 1,400 |
Impairment charge | $ (5,133) | |
Sales Revenue Net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk | 38.00% | 29.00% |
Accounts Receivable [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk | 45.00% | 40.00% |
Concentration risk, amount | $ 11,600 | $ 11,700 |
Credit Facility (Details Narrat
Credit Facility (Details Narrative) $ in Thousands | Mar. 31, 2018USD ($) |
Term loan balance | $ 0 |
Revolving loan limit | 8,000 |
Term Loan 1 | |
Term loan | 9,000 |
Term Loan 2 | |
Term loan | $ 15,000 |