[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
33-0711569
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
18872 MacArthur Boulevard, Suite 200, Irvine, California
|
92612
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
(Do not check if a smaller
reporting company)
|
Page
|
||
PART I. FINANCIAL INFORMATION
|
||
ITEM 1.
|
||
1
|
||
2
|
||
3
|
||
4
|
||
ITEM 2.
|
15
|
|
ITEM 3.
|
22
|
|
ITEM 4.
|
22
|
|
PART II. OTHER INFORMATION
|
||
ITEM 1A.
|
23
|
|
ITEM 5.
|
23
|
|
ITEM 6.
|
25
|
|
26
|
September 30,
|
December 31,
|
|||||||
2014
|
2013*
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
22,316
|
$
|
18,930
|
||||
Accounts receivable, net of allowances for bad debts and customer credits of $711 and $405 at September 30, 2014 and December 31, 2013, respectively
|
16,793
|
14,178
|
||||||
Deferred tax asset
|
2,346
|
3,517
|
||||||
Prepaid expenses and other current assets
|
547
|
506
|
||||||
Total current assets
|
42,002
|
37,131
|
||||||
Property and equipment, net
|
1,892
|
1,548
|
||||||
Equity investment
|
2,500
|
2,500
|
||||||
Intangible assets, net
|
4,563
|
1,821
|
||||||
Goodwill
|
20,948
|
13,602
|
||||||
Deferred tax asset
|
31,135
|
31,135
|
||||||
Other assets
|
1,232
|
456
|
||||||
Total assets
|
$
|
104,272
|
$
|
88,193
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
7,721
|
$
|
5,267
|
||||
Accrued expenses and other current liabilities
|
7,979
|
7,648
|
||||||
Convertible note payable
|
5,000
|
—
|
||||||
Total current liabilities
|
20,700
|
12,915
|
||||||
Convertible note payable
|
1,000
|
5,000
|
||||||
Term loan payable
|
7,313
|
—
|
||||||
Borrowings under credit facility
|
5,250
|
4,250
|
||||||
Other non-current liabilities
|
550
|
1,200
|
||||||
Total liabilities
|
34,813
|
23,365
|
||||||
Commitments and contingencies
|
—
|
—
|
||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $0.001 par value; 11,445,187 shares authorized; none outstanding
|
—
|
—
|
||||||
Common stock, $0.001 par value; 55,000,000 shares authorized and 9,028,733 and 8,909,737 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
|
9
|
9
|
||||||
Additional paid-in capital
|
309,508
|
307,171
|
||||||
Accumulated deficit
|
(240,058
|
)
|
(242,352
|
)
|
||||
Total stockholders’ equity
|
69,459
|
64,828
|
||||||
Total liabilities and stockholders’ equity
|
$
|
104,272
|
$
|
88,193
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Revenues:
|
||||||||||||||||
Lead fees
|
$
|
25,880
|
$
|
20,653
|
$
|
76,727
|
$
|
55,013
|
||||||||
Advertising
|
1,093
|
956
|
2,531
|
2,567
|
||||||||||||
Other revenues
|
391
|
26
|
979
|
88
|
||||||||||||
Total revenues
|
27,364
|
21,635
|
80,237
|
57,668
|
||||||||||||
Cost of revenues
|
16,356
|
12,826
|
48,828
|
35,311
|
||||||||||||
Gross profit
|
11,008
|
8,809
|
31,409
|
22,357
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Sales and marketing
|
3,336
|
2,745
|
11,078
|
7,122
|
||||||||||||
Technology support
|
2,055
|
1,855
|
5,971
|
5,328
|
||||||||||||
General and administrative
|
3,161
|
2,526
|
8,899
|
6,961
|
||||||||||||
Depreciation and amortization
|
483
|
362
|
1,373
|
1,196
|
||||||||||||
Litigation settlements
|
(25
|
)
|
(66
|
)
|
(118
|
)
|
(205
|
)
|
||||||||
Total operating expenses
|
9,010
|
7,422
|
27,203
|
20,402
|
||||||||||||
Operating income
|
1,998
|
1,387
|
4,206
|
1,955
|
||||||||||||
Interest and other income (expense), net
|
(177
|
)
|
24
|
(518
|
)
|
331
|
||||||||||
Income before income tax provision
|
1,821
|
1,411
|
3,688
|
2,286
|
||||||||||||
Income tax provision
|
697
|
138
|
1,394
|
292
|
||||||||||||
Net income and comprehensive income
|
$
|
1,124
|
$
|
1,273
|
$
|
2,294
|
$
|
1,994
|
||||||||
Basic earnings per common share
|
$
|
0.12
|
$
|
0.14
|
$
|
0.26
|
$
|
0.22
|
||||||||
Diluted earnings per common share
|
$
|
0.11
|
$
|
0.13
|
$
|
0.22
|
$
|
0.21
|
Nine Months Ended September 30,
|
||||||||
2014
|
2013
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
2,294
|
$
|
1,994
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
1,650
|
1,528
|
||||||
Provision for bad debts
|
236
|
75
|
||||||
Provision for customer credits
|
773
|
437
|
||||||
Share-based compensation
|
1,025
|
556
|
||||||
Gain on long-term strategic investment
|
—
|
(108)
|
||||||
Change in deferred tax asset
|
1,171
|
—
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(690
|
)
|
(4,728
|
)
|
||||
Prepaid expenses and other current assets
|
3
|
(54
|
)
|
|||||
Other assets
|
(776
|
)
|
(33
|
)
|
||||
Accounts payable
|
173
|
2,273
|
||||||
Accrued expenses and other current liabilities
|
331
|
605
|
||||||
Non-current liabilities
|
(600
|
)
|
174
|
|||||
Net cash provided by operating activities
|
5,590
|
2,719
|
||||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(925
|
)
|
(648
|
)
|
||||
Advances on purchase of Advanced Mobile
|
—
|
(1,824
|
)
|
|||||
Investment in AutoWeb
|
—
|
(2,500
|
)
|
|||||
Change in long-term strategic investment
|
—
|
108
|
||||||
Investment in SaleMove
|
—
|
(150
|
)
|
|||||
Purchase of AutoUSA
|
(10,044
|
)
|
—
|
|||||
Net cash used in investing activities
|
(10,969
|
)
|
(5,014
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Borrowings under credit facility
|
1,000
|
4,250
|
||||||
Borrowings under term loan
|
9,000
|
—
|
||||||
Payments on term loan borrowings
|
(1,687
|
)
|
—
|
|||||
Proceeds from exercise of stock options
|
502
|
205
|
||||||
Payment of contingent fee arrangement
|
(50
|
)
|
(83
|
)
|
||||
Net cash provided by financing activities
|
8,765
|
4,372
|
||||||
Net increase in cash and cash equivalents
|
3,386
|
2,077
|
||||||
Cash and cash equivalents, beginning of period
|
18,930
|
15,296
|
||||||
Cash and cash equivalents, end of period
|
$
|
22,316
|
$
|
17,373
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for income taxes
|
$
|
279
|
$
|
83
|
||||
Cash paid for interest
|
$
|
445
|
$
|
230
|
(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
|
(in thousands)
|
||||
Net identifiable assets acquired
|
$
|
758
|
||
Definite-lived intangible assets acquired
|
3,750
|
|||
Goodwill
|
7,346
|
|||
$
|
11,854
|
Valuation Method
|
Estimated
Fair Value
|
Estimated
Useful Life (1)
|
|||||||
(in thousands)
|
(years)
|
||||||||
Non-compete agreement
|
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 such 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 value was derived by calculating the difference between the present value of the Company's forecasted cash flows with the agreement in place and without the agreement 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 isn’t required to pay a third party a license fee for its use.
|
Three Months Ended
September 30, 2013
|
Nine Months Ended
September 30, 2013
|
|||||||
(in thousands) | ||||||||
Unaudited pro forma consolidated results:
|
||||||||
Revenues
|
$
|
28,547
|
$
|
87,176
|
||||
Net income
|
1,757
|
3,114
|
(in thousands)
|
||||
Cash (including working capital adjustment of $70)
|
$
|
2,570
|
||
Contingent consideration
|
825
|
|||
$
|
3,395
|
(in thousands)
|
||||
Net identifiable assets acquired
|
$
|
90
|
||
Definite-lived intangible assets acquired
|
1,380
|
|||
Goodwill
|
1,925
|
|||
Net assets acquired
|
$
|
3,395
|
Valuation Method
|
Estimated
Fair Value
|
Estimated
Useful Life (1)
|
|||||||
(in thousands)
|
(years)
|
||||||||
Non-compete agreement
|
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 such 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 value was derived by calculating the difference between the present value of the Company’s forecasted cash flows with the agreement in place and without the agreement 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.
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Basic Shares
|
9,028,733
|
8,900,574
|
8,986,146
|
8,874,252
|
||||||||||||
Weighted average dilutive securities
|
2,070,375
|
1,685,638
|
2,268,894
|
1,435,481
|
||||||||||||
Dilutive Shares
|
11,099,108
|
10,586,212
|
11,255,040
|
10,309,733
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Share-based compensation expense:
|
||||||||||||||||
Cost of revenues
|
$
|
18
|
$
|
13
|
$
|
52
|
$
|
38
|
||||||||
Sales and marketing
|
149
|
35
|
400
|
111
|
||||||||||||
Technology support
|
62
|
57
|
187
|
173
|
||||||||||||
General and administrative
|
142
|
78
|
389
|
236
|
||||||||||||
Share-based compensation costs
|
371
|
183
|
1,028
|
558
|
||||||||||||
Amount capitalized to internal use software
|
1
|
1
|
3
|
2
|
||||||||||||
Total share-based compensation costs
|
$
|
370
|
$
|
182
|
$
|
1,025
|
$
|
556
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Number of service-based options granted
|
59,500
|
13,000
|
461,250
|
109,000
|
||||||||||||
Weighted average grant date fair value
|
$ |
3.88
|
$
|
2.73
|
$
|
6.99
|
$
|
2.29
|
||||||||
Weighted average exercise price
|
$ |
8.50
|
$
|
5.92
|
$
|
15.44
|
$
|
4.43
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Dividend yield
|
—
|
—
|
—
|
—
|
||||||||||||
Volatility
|
56
|
%
|
56
|
%
|
56
|
%
|
65
|
%
|
||||||||
Risk-free interest rate
|
1.5
|
%
|
1.1
|
%
|
1.4
|
%
|
0.8
|
%
|
||||||||
Expected life (years)
|
4.3
|
4.3
|
4.3
|
4.3
|
September 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Computer software and hardware and capitalized internal use software
|
$
|
12,782
|
$
|
11,924
|
||||
Furniture and equipment
|
1,271
|
1,256
|
||||||
Leasehold improvements
|
957
|
937
|
||||||
15,010
|
14,117
|
|||||||
Less – Accumulated depreciation and amortization
|
(13,118
|
)
|
(12,569
|
)
|
||||
Property and equipment, net
|
$
|
1,892
|
$
|
1,548
|
September 30, 2014
|
December 31, 2013
|
||||||||||||||||||||||||||
Intangible Asset
|
Estimated Useful Life
|
Gross
|
Accumulated Amortization
|
Net
|
Gross
|
Accumulated Amortization
|
Net
|
||||||||||||||||||||
Trademarks/trade names/licenses/domains
|
5 years
|
$
|
6,581
|
$
|
(5,495
|
)
|
$
|
1,086
|
$
|
5,582
|
$
|
(5,209
|
)
|
$
|
373
|
||||||||||||
Software and publications
|
3 years
|
1,300
|
(1,300
|
)
|
—
|
1,300
|
(1,300
|
)
|
—
|
||||||||||||||||||
Customer relationships
|
2-5 years
|
5,074
|
(2,495
|
)
|
2,579
|
2,320
|
(1,926
|
)
|
394
|
||||||||||||||||||
Employment/non-compete agreements
|
5 years
|
700
|
(458
|
)
|
242
|
610
|
(335
|
)
|
275
|
||||||||||||||||||
Developed technology
|
5 years
|
820
|
(164
|
)
|
656
|
820
|
(41
|
)
|
779
|
||||||||||||||||||
$
|
14,475
|
$
|
(9,912
|
)
|
$
|
4,563
|
$
|
10,632
|
$
|
(8,811
|
)
|
$
|
1,821
|
Year
|
Amortization Expense
|
|||
(in thousands)
|
||||
2014
|
$
|
382
|
||
2015
|
1,394
|
|||
2016
|
942
|
|||
2017
|
926
|
|||
2018
|
879
|
|||
2019
|
32
|
|||
$
|
4,555
|
Goodwill as of December 31, 2013
|
$
|
13,602
|
||
Acquisition of AutoUSA
|
7,346
|
|||
Goodwill as of September 30, 2014
|
$
|
20,948
|
September 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Compensation and related costs
|
$
|
3,533
|
$
|
3,540
|
||||
Professional fees and other accrued expenses
|
3,526
|
3,209
|
||||||
Amounts due to customers
|
250
|
208
|
||||||
Other current liabilities
|
670
|
692
|
||||||
Total accrued expenses and other current liabilities
|
$
|
7,979
|
$
|
7,649
|
●
|
The effect of unemployment on the number of vehicle purchasers;
|
●
|
Pricing and purchase incentives for vehicles;
|
●
|
The expectation that consumers will be purchasing fewer vehicles overall during their lifetime as a result of better quality vehicles and longer warranties;
|
●
|
The impact of gasoline prices on demand for vehicles;
|
●
|
Increases or decreases in the number of retail Dealers or in the number of Manufacturers and other wholesale customers in our customer base;
|
●
|
Volatility in spending by Manufacturers, Dealers and others in their marketing budgets and allocations;
|
●
|
The effect of changes in search engine algorithms and methodologies on our Lead generation and website advertising activities and margins; and
|
●
|
The competitive impact of consolidation in the online automotive referral industry.
|
2014
|
% of total revenues
|
2013
|
% of total revenues
|
$ Change
|
% Change
|
|||||||||||||||||||
(Dollar amounts in thousands)
|
||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Lead fees
|
$
|
25,880
|
95
|
%
|
$
|
20,653
|
96
|
%
|
$
|
5,227
|
25
|
%
|
||||||||||||
Advertising
|
1,093
|
4
|
956
|
4
|
137
|
14
|
||||||||||||||||||
Other revenues
|
391
|
1
|
26
|
—
|
365
|
1,404
|
||||||||||||||||||
Total revenues
|
27,364
|
100
|
21,635
|
100
|
5,729
|
26
|
||||||||||||||||||
Cost of revenues (excludes depreciation of $7 and $18 for the three months ended September 30, 2014 and 2013, respectively)
|
16,356
|
60
|
12,826
|
59
|
3,530
|
28
|
||||||||||||||||||
Gross profit
|
11,008
|
40
|
8,809
|
41
|
2,199
|
25
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Sales and marketing
|
3,336
|
12
|
2,745
|
13
|
591
|
22
|
||||||||||||||||||
Technology support
|
2,055
|
7
|
1,855
|
8
|
200
|
11
|
||||||||||||||||||
General and administrative
|
3,161
|
12
|
2,526
|
12
|
635
|
25
|
||||||||||||||||||
Depreciation and amortization
|
483
|
2
|
362
|
2
|
121
|
33
|
||||||||||||||||||
Litigation settlements
|
(25
|
)
|
—
|
(66
|
)
|
—
|
41
|
(62
|
)
|
|||||||||||||||
Total operating expenses
|
9,010
|
33
|
7,422
|
35
|
1,588
|
21
|
||||||||||||||||||
Operating income
|
1,998
|
7
|
1,387
|
6
|
611
|
44
|
||||||||||||||||||
Interest and other income (expense), net
|
(177
|
)
|
—
|
24
|
—
|
(201
|
)
|
(838
|
)
|
|||||||||||||||
Income before income tax provision
|
1,821
|
7
|
1,411
|
6
|
410
|
29
|
||||||||||||||||||
Income tax provision
|
697
|
3
|
138
|
—
|
559
|
405
|
||||||||||||||||||
Net income
|
$
|
1,124
|
4
|
%
|
$
|
1,273
|
6
|
%
|
$
|
(149
|
)
|
(12
|
%)
|
2014
|
% of total revenues
|
2013
|
% of total revenues
|
$ Change
|
% Change
|
|||||||||||||||||||
(Dollar amounts in thousands)
|
||||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Lead fees
|
$
|
76,727
|
96
|
%
|
$
|
55,013
|
95
|
%
|
$
|
21,714
|
39
|
%
|
||||||||||||
Advertising
|
2,531
|
3
|
2,567
|
5
|
(36
|
)
|
(1
|
)
|
||||||||||||||||
Other revenues
|
979
|
1
|
88
|
—
|
891
|
1,013
|
||||||||||||||||||
Total revenues
|
80,237
|
100
|
57,668
|
100
|
22,569
|
39
|
||||||||||||||||||
Cost of revenues (excludes depreciation of $21 and $70 for the nine months ended September 30, 2014 and 2013, respectively)
|
48,828
|
61
|
35,311
|
61
|
13,517
|
38
|
||||||||||||||||||
Gross profit
|
31,409
|
39
|
22,357
|
39
|
9,052
|
40
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Sales and marketing
|
11,078
|
14
|
7,122
|
12
|
3,956
|
56
|
||||||||||||||||||
Technology support
|
5,971
|
7
|
5,328
|
9
|
643
|
12
|
||||||||||||||||||
General and administrative
|
8,899
|
11
|
6,961
|
12
|
1,938
|
28
|
||||||||||||||||||
Depreciation and amortization
|
1,373
|
2
|
1,196
|
2
|
177
|
15
|
||||||||||||||||||
Litigation settlements
|
(118
|
)
|
—
|
(205
|
)
|
—
|
87
|
(42
|
)
|
|||||||||||||||
Total operating expenses
|
27,203
|
34
|
20,402
|
35
|
6,801
|
33
|
||||||||||||||||||
Operating income
|
4,206
|
5
|
1,955
|
4
|
2,251
|
115
|
||||||||||||||||||
Interest and other income (expense), net
|
(518
|
)
|
—
|
331
|
—
|
(849
|
)
|
(256
|
)
|
|||||||||||||||
Income before income tax provision
|
3,688
|
5
|
2,286
|
4
|
1,402
|
61
|
||||||||||||||||||
Income tax provision
|
1,394
|
2
|
292
|
1
|
1,102
|
377
|
||||||||||||||||||
Net income
|
$
|
2,294
|
3
|
%
|
$
|
1,994
|
3
|
%
|
$
|
300
|
15
|
%
|
Nine Months Ended September 30,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
5,590
|
$
|
2,719
|
||||
Net cash used in investing activities
|
(10,969
|
)
|
(5,014
|
)
|
||||
Net cash provided by financing activities
|
8,765
|
4,372
|
2.1‡
|
Asset Purchase Agreement dated as of September 16, 2010, by and among Autotropolis, Inc., a Florida corporation, Cyber Ventures, Inc., a Florida corporation, William Ferriolo, Ian Bentley and the Ian Bentley Revocable Trust created U/A/D 3/1/2005, Autobytel Inc., a Delaware corporation, and Autobytel Acquisition Subsidiary, Inc., a Delaware corporation, which is incorporated herein by reference to Exhibit 2.1 of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 filed with the SEC on November 12, 2010 (SEC File No. 001-34761)
|
2.2‡
|
Asset Purchase Agreement dated as of September 30, 2013, by and among Autobytel Inc., a Delaware corporation, Advanced Mobile, LLC, a Delaware limited liability company, and Advanced Mobile Solutions Worldwide, Inc., a Delaware corporation, which is incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the SEC on October 3, 2013 (SEC File No. 001-34761)
|
2.3‡
|
Membership Interest Purchase Agreement dated as of January 13, 2014 by and among Autobytel Inc., a Delaware corporation, AutoNation, Inc., a Delaware corporation, and AutoNationDirect.com, Inc., a Delaware corporation, which is incorporated by reference to the Current Report on Form 8-K filed with the SEC on January 17, 2014 (SEC File No. 001-34761) (“January 17, 2014 Form 8-K”)
|
3.1
|
Fifth Amended and Restated Certificate of Incorporation of Autobytel Inc. (formerly Autobytel.com Inc. (“Autobytel” or the “Company”)) certified by the Secretary of State of Delaware (filed December 14, 1998), as amended by Certificate of Amendment dated March 1, 1999, Second Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Autobytel dated July 22, 1999, Third Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Autobytel dated August 14, 2001, Certificate of Designation of Series A Junior Participating Preferred Stock dated July 30, 2004, and Amended Certificate of Designation of Series A Junior Participating Preferred Stock dated April 24, 2009, which is incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 filed with the SEC on April 24, 2009 (SEC File No. 000-22239), as amended by the Fourth Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Autobytel effective as of July 11, 2012, which is incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on July 12, 2012 (SEC File No. 001-34761), and as amended by Fifth Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of Autobytel Inc. dated July 3, 2013, which is incorporated by reference to Exhibit 3.3 of the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed with the SEC on August 1, 2013 (SEC File No. 001-34761)
|
3.2*
|
Fourth Amended and Restated Bylaws of Autobytel dated October 30, 2014
|
4.1
|
Form of Common Stock Certificate of Autobytel, which is incorporated herein by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001 filed with the SEC on November 14, 2001 (SEC File No. 000-22239)
|
4.2
|
Tax Benefit Preservation Plan dated as of May 26, 2010, between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent, together with the following exhibits thereto: Exhibit A – Form of Right Certificate; and Exhibit B – Summary of Rights to Purchase Shares of Preferred Stock of Autobytel Inc., which is incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 2, 2010 (SEC File No. 000-22239)
|
4.3
|
Certificate of Adjustment Under Section 11(m) of the Tax Benefit Preservation Plan dated July 12, 2012, which is incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed with the SEC on November 8, 2012 (SEC File No. 001-34761)
|
4.4
|
Amendment No. 1 to Tax Benefit Preservation Plan dated as of April 14, 2014 between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent, which is incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File No. 001-34761)
|
31.1*
|
Rule 13a-14(a)/15d-14(a) Certification by Principal Executive Officer
|
31.2*
|
Rule 13a-14(a)/15d-14(a) Certification by Principal Financial Officer
|
32.1*
|
Section 1350 Certification by Principal Executive Officer and Principal Financial Officer
|
101.INS††
|
XBRL Instance Document
|
101.SCH††
|
XBRL Taxonomy Extension Schema Document
|
101.CAL††
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF††
|
XBRL Taxonomy Extension Definition Document
|
101.LAB††
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE††
|
XBRL Taxonomy Presentation Linkbase Document
|
*
|
Filed or furnished herewith.
|
‡
|
Certain schedules in this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Autobytel will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Autobytel may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
|
††
|
Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|
AUTOBYTEL INC.
|
|||||
Date: November 5, 2014
|
By:
|
/s/ Curtis E. DeWalt
|
|||
Curtis E. DeWalt
|
|||||
Senior Vice President and Chief Financial Officer
|
|||||
(Duly Authorized Officer and Principal Financial Officer)
|
Date: November 5, 2014
|
By:
|
/s/ Wesley Ozima
|
|||
Wesley Ozima
|
|||||
Vice President and Controller
|
|||||
(Principal Accounting Officer)
|
2.1‡
|
Asset Purchase Agreement dated as of September 16, 2010, by and among Autotropolis, Inc., a Florida corporation, Cyber Ventures, Inc., a Florida corporation, William Ferriolo, Ian Bentley and the Ian Bentley Revocable Trust created U/A/D 3/1/2005, Autobytel Inc., a Delaware corporation, and Autobytel Acquisition Subsidiary, Inc., a Delaware corporation, which is incorporated herein by reference to Exhibit 2.1 of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 filed with the SEC on November 12, 2010 (SEC File No. 001-34761)
|
2.2‡
|
Asset Purchase Agreement dated as of September 30, 2013, by and among Autobytel Inc., a Delaware corporation, Advanced Mobile, LLC, a Delaware limited liability company, and Advanced Mobile Solutions Worldwide, Inc., a Delaware corporation, which is incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the SEC on October 3, 2013 (SEC File No. 001-34761)
|
2.3‡
|
Membership Interest Purchase Agreement dated as of January 13, 2014 by and among Autobytel Inc., a Delaware corporation, AutoNation, Inc., a Delaware corporation, and AutoNationDirect.com, Inc., a Delaware corporation, which is incorporated by reference to the Current Report on Form 8-K filed with the SEC on January 17, 2014 (SEC File No. 001-34761) (“January 17, 2014 Form 8-K”)
|
3.1
|
Fifth Amended and Restated Certificate of Incorporation of Autobytel Inc. (formerly Autobytel.com Inc. (“Autobytel” or the “Company”)) certified by the Secretary of State of Delaware (filed December 14, 1998), as amended by Certificate of Amendment dated March 1, 1999, Second Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Autobytel dated July 22, 1999, Third Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Autobytel dated August 14, 2001, Certificate of Designation of Series A Junior Participating Preferred Stock dated July 30, 2004, and Amended Certificate of Designation of Series A Junior Participating Preferred Stock dated April 24, 2009, which is incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 filed with the SEC on April 24, 2009 (SEC File No. 000-22239), as amended by the Fourth Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Autobytel effective as of July 11, 2012, which is incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on July 12, 2012 (SEC File No. 001-34761), and as amended by Fifth Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of Autobytel Inc. dated July 3, 2013, which is incorporated by reference to Exhibit 3.3 of the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed with the SEC on August 1, 2013 (SEC File No. 001-34761)
|
3.2*
|
Fourth Amended and Restated Bylaws of Autobytel dated October 30, 2014
|
4.1
|
Form of Common Stock Certificate of Autobytel, which is incorporated herein by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001 filed with the SEC on November 14, 2001 (SEC File No. 000-22239)
|
4.2
|
Tax Benefit Preservation Plan dated as of May 26, 2010, between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent, together with the following exhibits thereto: Exhibit A – Form of Right Certificate; and Exhibit B – Summary of Rights to Purchase Shares of Preferred Stock of Autobytel Inc., which is incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 2, 2010 (SEC File No. 000-22239)
|
4.3
|
Certificate of Adjustment Under Section 11(m) of the Tax Benefit Preservation Plan dated July 12, 2012, which is incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed with the SEC on November 8, 2012 (SEC File No. 001-34761)
|
4.4
|
Amendment No. 1 to Tax Benefit Preservation Plan dated as of April 14, 2014 between Autobytel Inc. and Computershare Trust Company, N.A., as rights agent, which is incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File No. 001-34761)
|
31.1*
|
Rule 13a-14(a)/15d-14(a) Certification by Principal Executive Officer
|
31.2*
|
Rule 13a-14(a)/15d-14(a) Certification by Principal Financial Officer
|
32.1*
|
Section 1350 Certification by Principal Executive Officer and Principal Financial Officer
|
101.INS††
|
XBRL Instance Document
|
101.SCH††
|
XBRL Taxonomy Extension Schema Document
|
101.CAL††
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF††
|
XBRL Taxonomy Extension Definition Document
|
101.LAB††
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE††
|
XBRL Taxonomy Presentation Linkbase Document
|
*
|
Filed or furnished herewith.
|
‡
|
Certain schedules in this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Autobytel will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Autobytel may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
|
††
|
Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|
|
ARTICLE I OFFICES |
1
|
|
Section 1.01. REGISTERED OFFICE |
1
|
|
Section 1.02. PRINCIPAL OFFICE |
1
|
|
Section 1.03. OTHER OFFICES |
1
|
|
ARTICLE II MEETINGS OF STOCKHOLDERS |
1
|
|
Section 2.01. ANNUAL MEETINGS |
1
|
|
Section 2.02. SPECIAL MEETINGS |
1
|
|
Section 2.03. PLACE OF MEETINGS |
1
|
|
Section 2.04. NOTICE OF MEETINGS |
2
|
|
Section 2.05. QUORUM |
2
|
|
Section 2.06. VOTING |
2
|
|
Section 2.07. LIST OF STOCKHOLDERS |
3
|
|
Section 2.08. INSPECTOR OF ELECTION |
4
|
|
Section 2.09. STOCKHOLDER ACTION WITHOUT MEETINGS |
4
|
|
Section 2.10. ADVANCE NOTICE PROVISION FOR NOMINATION OF DIRECTORS |
4
|
|
Section 2.11. ADVANCE NOTICE PROVISION FOR PROPOSING BUSINESS AT A STOCKHOLDERS’ MEETING |
6
|
|
Section 2.12. ORGANIZATION |
8
|
|
ARTICLE III BOARD OF DIRECTORS |
8
|
|
Section 3.01. GENERAL POWERS |
8
|
|
Section 3.02. NUMBER |
8
|
|
Section 3.03. ELECTION OF DIRECTORS |
8
|
|
Section 3.04. RESIGNATIONS |
8
|
|
Section 3.05. VACANCIES |
9
|
|
Section 3.06. PLACE OF MEETING; TELEPHONE CONFERENCE MEETING |
9
|
|
Section 3.07. FIRST MEETING |
9
|
|
Section 3.08. REGULAR MEETINGS |
9
|
|
Section 3.09. SPECIAL MEETINGS |
9
|
|
Section 3.10. QUORUM AND ACTION |
10
|
|
Section 3.11. ACTION BY CONSENT |
10
|
|
Section 3.12. COMPENSATION |
10
|
|
Section 3.13. COMMITTEES |
11
|
|
Section 3.14. MEETINGS AND ACTIONS OF COMMITTEES |
11
|
|
Section 3.15. CHAIRMAN OF THE BOARD |
11
|
|
Section 4.01. OFFICERS |
11
|
|
Section 4.02. ELECTION |
11
|
|
Section 4.03. SUBORDINATE OFFICERS |
12
|
|
Section 4.04. REMOVAL AND RESIGNATION |
12
|
|
Section 4.05. VACANCIES |
12
|
|
Section 4.06. CHIEF EXECUTIVE OFFICER |
12
|
|
Section 4.07. PRESIDENT |
12
|
|
Section 4.08. CHIEF OPERATING OFFICER |
12
|
|
Section 4.09. CHIEF FINANCIAL OFFICER |
13
|
|
Section 4.10. VICE PRESIDENT |
13
|
|
Section 4.11. SECRETARY |
13
|
|
Section 4.12. ASSISTANT SECRETARY |
13
|
|
ARTICLE V CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC |
14
|
|
Section 5.01. EXECUTION OF CONTRACTS |
14
|
|
Section 5.02. CHECKS, DRAFTS, ETC |
14
|
|
Section 5.03. DEPOSIT |
14
|
|
Section 5.04. GENERAL AND SPECIAL BANK ACCOUNTS |
14
|
|
ARTICLE VI SHARES AND THEIR TRANSFER |
14
|
|
Section 6.01. CERTIFICATES FOR STOCK |
14
|
|
Section 6.02. TRANSFER OF STOCK |
15
|
|
Section 6.03. REGULATIONS |
15
|
|
Section 6.04. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES |
15
|
|
Section 6.05. RECORD DATE |
16
|
|
Section 6.06. REPRESENTATION OF SHARES OF OTHER CORPORATIONS |
16
|
|
Section 6.07. SPECIAL DESIGNATION ON CERTIFICATES |
17
|
|
ARTICLE VII INDEMNIFICATION |
17
|
|
Section 7.01. ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION |
17
|
|
Section 7.02. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION |
18
|
|
Section 7.03. DETERMINATION OF RIGHT OF INDEMNIFICATION |
18
|
|
Section 7.04. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY |
18
|
|
Section 7.05. ADVANCE OF EXPENSES |
18
|
|
Section 7.06. OTHER RIGHTS AND REMEDIES |
18
|
|
Section 7.07. INSURANCE |
18
|
|
Section 7.08. CONSTITUENT CORPORATIONS |
19
|
|
Section 7.09. EMPLOYEE BENEFIT PLANS |
19
|
|
Section 7.10. TERM |
19
|
|
Section 7.11. SEVERABILITY |
19
|
|
Section 7.12. AMENDMENTS |
19
|
|
ARTICLE VIII RECORDS AND REPORTS |
19
|
|
Section 8.01. MAINTENANCE OF RECORDS |
19
|
|
Section 8.02. INSPECTION BY DIRECTORS |
19
|
|
ARTICLE IX MISCELLANEOUS |
20
|
|
Section 9.01. SEAL |
20
|
|
Section 9.02. WAIVER OF NOTICES |
20
|
|
Section 9.03. LOANS AND GUARANTIES |
20
|
|
Section 9.04. GENDER |
20
|
|
Section 9.05. AMENDMENTS |
20
|
|
ARTICLE X FORUM FOR ADJUDICATION OF DISPUTES |
20
|
|
Section 10.01 FORUM |
20
|
|
Section 10.02 PERSONAL JURISDICTION |
21
|
|
Section 10.03 ENFORCEABILITY |
21
|
|
CERTIFICATE OF SECRETARY |
22
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Autobytel Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jeffrey H. Coats
|
||
Jeffrey H. Coats
|
||
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Autobytel Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Curtis E. DeWalt
|
||
Curtis E. DeWalt,
|
||
Senior Vice President and
Chief Financial Officer
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Jeffrey H. Coats
|
||
Jeffrey H. Coats
|
||
President and Chief Executive Officer
|
||
November 5, 2014
|
/s/ Curtis E. DeWalt
|
||
Curtis E. DeWalt
|
||
Senior Vice President and
|
||
Chief Financial Officer
|
||
November 5, 2014
|
_*]+]Y/AG_P`'.^B_
M$;XA_#GP"G[&>MZ0WQ`\=>"_!2:H_P`;M,O4TIO&'B+3-`746M!\-[=KM=/.
MI?:FM5FMVN%A\I9H2_F)^V__``4>_;CMO^"?'[.1_:"N_AM=?%2(>/O"'@7_
M`(16T\4P^$9M_BMM15=3_M>XT77H]EB=/^:U^P[KCSA^_BV?-_F]_LQ?\G%?
MLW?]EV^"?_JQ_"]?W!_\')?_`"C>?_LX'X/_`/HSQ%7SO%W`G"N5\9\"93@<
ML=#+\ZQM2CF5#Z[CZCQ%-8G"TU'VM7%3JTK1JS5Z$Z;=]]%;Z'A'CCB?-.#N
M-\UQV9*OCLGPE*IEU;ZG@:?L)RPV(J2DZ=+#0I5;RA!VK0FE;1:N_DW[+/\`
MP<9?#[]H#XF:SX/\:_LY:G\'_!_A?X5?%3XM>)_'UY\5M-\41Z7HOPN\*77B
MB[LH=$7P7H+7M]K/V>/2M-C74X6;4+JVBC2>29(7_B[^./Q%/QH^,WQ;^+\M
MC?:;)\4/B+XY\ ;1I4LHS.G*3PF`P=/'T:N9SKTUC*4*M7ZG3
MQ+HPGAJUZCIQ52DO?C\IX;9CG^197G>?X3$85\/94ZE7- ;P3JCZLD2?!KX/Z$/%OQ=URT;12+H>
M)+BSFT'P)X`@N!_9]]\1?'?A6WOUFL!>0MZIH/[4'PD\3Z_HWA_P]JVHZO+X
MA_9\LOVG=%U&RTR671M1^$VHZA!I]CJ=KJ`<(^IW
Selected Balance Sheet Accounts (Details Narrative) (USD $)
In Thousands, except Share data, unless otherwise specified |
9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2014
Institution
|
Dec. 31, 2013
|
Sep. 17, 2010
Cyber [Member]
|
Sep. 30, 2014
Auto USA [Member]
|
Sep. 30, 2014
Auto USA [Member]
Convertible Notes Payable [Member]
|
Sep. 30, 2013
Autoweb [Member]
|
Sep. 30, 2014
Autoweb [Member]
|
Sep. 30, 2013
Autoweb [Member]
Series A Preferred Stock [Member]
|
Sep. 30, 2014
$8M Revolving Credit Facility [Member]
|
Sep. 30, 2014
$9M Revolving Credit Facility
|
Sep. 30, 2014
Revolving Credit Facility [Member]
LIBOR [Member]
|
Sep. 30, 2014
Revolving Credit Facility [Member]
Prime Rate [Member]
|
Sep. 30, 2014
SaleMove Inc [Member]
|
Sep. 30, 2014
Revenue Concentration [Member]
|
Sep. 30, 2013
Revenue Concentration [Member]
|
Sep. 30, 2014
Receivables Concentration [Member]
|
Sep. 30, 2013
Receivables Concentration [Member]
|
||||
Concentration of Credit Risk and Risks Due to Significant Customers | ||||||||||||||||||||
Number of high credit quality financial institutions | 2 | |||||||||||||||||||
Concentration risk percent | 28.00% | 28.00% | 36.00% | 37.00% | ||||||||||||||||
Gross accounts receivable | $ 6,400 | $ 5,500 | ||||||||||||||||||
Number of customers | 3 | 3 | 3 | 3 | ||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Intangible assets acquired in business acquisitions | 9,700 | |||||||||||||||||||
Convertible note payable | 1,000 | 5,000 | [1] | 5,000 | 150 | |||||||||||||||
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 | Sep. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2017 | Aug. 14, 2015 | ||||||||||||||||
Date after which notes can be converted | Sep. 30, 2013 | |||||||||||||||||||
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 | 7,300 | 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 | Sep. 01, 2015 | |||||||||||||||||||
|
!.ME3]PQ`<.-_'N$
M899"FIX#X#UCXO*"-\DT'F__`0``__\#`%!+`P04``8`"````"$`\4#+U98&
M``!G(@``&0```'AL+W=O 0$' 2!=(.SB"
MQLD.VF#2I*QIT]9)6RW;K"^XT\WYGC"VENPL_CZGL?/FS&7GY.)%&CNUL&-K
M.[;2U.#9DRD*0Y/L(&,<8[Z4%3]F\=%]0.?#:8,25-,,&G*H&AAQZ8/(#D
MMQS-TJV_````__\#`%!+`P04``8`"````"$`@`I@TG<"```_!@``&0```'AL
M+W=O 1)),!32#IC_O
MHB3;N,_0J'K$Y`J3VM:,"71$<8T(?1U23A"Q!$#PK!J<_KIJD:2K#CU]OEQ!
M4ME=46EA#I2+`4T1M/#KBD02^+WT*#)]5!AHS>QCK(LN/D24$\*T$5B7HF\W
M78"W-M0_"PFR5)>2*\Q*+HDP#D,]7.CAR'"_5.%(?O#+;L.GL)3YN34JDDRY
M*UU/KC#Q*#=(]'"AA0//Z$RIPM=R$UWN;5<%V)1I3)0K3"1E!K'A6J%%/:/$
MNZ;7XJJJQUZFMQ@3.'NJFR#KXV1[>]
M-D6V[PM59]?WO)5;9>7%%@K;9HY&?3B4>4'K_*TJ+IT0:8ISUD']VU-Y;3_4
MJGR.7)4U7]^N3WE=74'BM3R7W8]>U+:J?/OE>*F;[/4,[?Y.%EG^H=U_FJ3O1%YMKMY-<#X,0)L"G*$8`-BT'RV
M@HNQ765BLK>AW8<$8&XB8?P8";Y+(X26PFK-.3CF)&8ET&B&GV][PW\L!`'K
M]B8.UM$E$?-=FS"T%I*(V8L9NR:[%P^C2+<,E$`I&^^C,5.[G#`T4DG*]R7'
M+E:2^6NR>_$P.G83#Q1`AP>;FEP@AOH1K?G<%`Y`J)2O'4T`+R9&Y6YB@O(X
M9J+81I,+Q"`3)81Z&V][$"KF`)H`7DR,#M[$!`5TS"1FLY,+Q"`3(?EYHR`[
M[L=QP@JAR>Q%P\CC33105QT:7+K-P1[V-*(1Q3)CPU3D*C54F\(`=*A[<7F(%!6.*\EBPL[J9HMQ^S
M%`\72:V1355H?2<9HECN?\8"X2@*33ERH`DYOGK=KGP][6.2F9B.7HKGQ"5Z
M#3/XUIM.&6^H&CBD'#5]GPJT4T=XR46DAW?,XJ_0!$1SO+L<%]AR>H^_>5!D
M?L9%+=9@+2LQ2V;9I171:A0+N;+"USX245:&PZ^
M]=OW[$M52B+^R\J`Q?G\W=SI+UG97AG57^':AP;F:B4W#-.:(A@HZ_#CY97(
M-GNCR2\#)<"IM`RZB=AM<'B8%Q1\;J^O]]933;(8160M#>*_[>:KMZD0_Q,@
M:V!+MT2=3Q1D\\P6@W,6IK
.'E,['9/F,<(`JK(
M-?*:BX["Q@RQ%I9SLWJ]&..1=@Q3%/%^KO?K#U]0_(,XP0H;:C
M]-X>'6Y]L^*K=LZ?WKVG?O4&?VE9<8?RFO::2+=7O6>AKMU&`=8*+BW//*UH
MG9YL4LGK3;X8MH+VGH#(@%D;S"7?B_YGD\>R2B19L5XW?_FI/8[AM*Z%N7$I
MM`-M2ZO,:N'>0$[UHU5MPS*M;H&[D8@I%Q@](45P^1\CQZH=Q7R;V?MUF6MM
ME>VI4<=U>OJT#;[N*Y;A,"N>$6`_J]JBH'4%Z5O1Z_/40`C=NMY>J!#+(->M
M7;/%!GB!)%?9M&P//,>!=>R@\S@^*(FMA477X':)&D>"B:^JJ/#IWFS:]ND4
M>BB`3^0N(3A"AHQE.U]41C)"3$8R0%!&,D)41@B=?<&5:W(9
M;N#4\K:!37/2[:8]2U$^]00)\#T>LQ\$&;.KS\8A>S3:.*:MK)!?=F)CWL<7
MZT_LD;1AQ*Z<#0/V2-DP0E1&WF]RZW+$B]8%IN<]2+;TS?W\;3"`43HPQ[.5
M!+/\A&=TTG,ZPNF.%W>'SY8HLO@(BT&T"]C:38MO82(\ILZ.V90-*P#;\;S/
M."?_8U4L`Z"S=GWULB*;0F"G#NZ:P#TG^!;:U]G;=,I//X#X58/ZE8,T:[WV
M7N\V_H,3F6S[#F/!CF*;O/PT9VN5\C,[!^4[K#>HIV1^B,+$L1.VO8B=_JC"
M,ZC`T\L(B>`YA+]1P1_T)*R/0_A#[VFO$4$O2OF#
AHWK9X:H
M)UM';>(!2SJI!E+*G'H'VS?1SC>H)0;;A2:_A.!3D\E:PX?/:"1U4,,HP4)F
M^!9ZV3_'OTE;,HVY7;&K-*8*+%7&K,=R/L:LC@8\>R%NS7EV"D5JJ%:'QY'`
M'2TRX-8G2I0IY)Z[X-K[I[#]#U1Q'R7*]C2`@W(]JCIOK:Q,*9Z\6FXSU5;[
M:*OX$<(G.O-661V.EPK;#:$SMCK.W_NLOBL$/R.^R2T/=H/ZY,\C%%SA4#<5
M=0-46E:RT#0O)6S:A`B>Y-EK/3BN)&8K`9V-.U6F.3R97J
`Y83E[95&`>)D`7[MJ>)^!]'Y\L-VY4]<'/^5<+P_H
MD6>C&J`59Q9H>[E%*A99GIPL_=$)=[8;4%6RGSM_'R8>')A>B3*X6D%:MO#F2N(0M/Y+.
MO57P%GS52S)0YMG5GEO!VU`>\\GR*,%;O3*4XWYM0H'#&PO=V]R:W-H965T
G:C+W9'1FRLAJW5AE
]]^.S?FS6@VIA4/"5E-+'0LB*=46A/#
M1KYJ=-;G2XP$$I%UZ^&`?IECB#4BC,0823"28B3#2(Z1`B,E1BJ,U%9$=_%U
M];JQ6:^;#FG50T(6:RXPXBFD=2^NUZE&%O="E4"JR%E:-O>DWT6%N)<((S%&
M$HRD&,DPDF.DP$B)D0HCM171S