Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001023364 | |
Entity Registrant Name | AutoWeb, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-34761 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0711569 | |
Entity Address, Address Line One | 400 North Ashley Drive, Suite 300 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33602 | |
City Area Code | 949 | |
Local Phone Number | 225-4500 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | AUTO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,051,149 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,716 | $ 7,315 |
Restricted cash | 100 | 4,314 |
Accounts receivable, net of allowances for bad debts and customer credits of $47 and $101 at June 30, 2022, and December 31, 2021, respectively | 10,039 | 11,433 |
Vehicle inventory | 0 | 1,076 |
Prepaid expenses and other current assets | 1,207 | 998 |
Total current assets | 14,062 | 25,136 |
Property and equipment, net | 3,753 | 3,853 |
Right-of-use assets | 1,642 | 1,993 |
Intangible assets, net | 3,047 | 3,634 |
Other assets | 409 | 516 |
Total assets | 22,913 | 35,132 |
Current liabilities: | ||
Accounts payable | 8,019 | 7,705 |
Borrowings under revolving credit facility | 4,743 | 10,001 |
Accrued employee-related benefits | 1,883 | 1,782 |
Other accrued expenses and other current liabilities | 1,401 | 610 |
Current portion of lease liabilities | 727 | 781 |
Financing debt | 32 | 64 |
Total current liabilities | 16,805 | 20,943 |
Lease liabilities, net of current portion | 1,116 | 1,432 |
Total liabilities | 17,921 | 22,375 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 55,000,000 shares authorized, 14,051,149 and 13,489,482 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively. | 14 | 13 |
Additional paid-in capital | 369,158 | 368,168 |
Accumulated deficit | (364,180) | (355,424) |
Total stockholders’ equity | 4,992 | 12,757 |
Total liabilities and stockholders’ equity | 22,913 | 35,132 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 11,445,187 shares authorized, Series A Preferred stock, 2,000,000 shares authorized, none issued and outstanding at March 31, 2022 and December 31, 2021, respectively. | $ 0 | $ 0 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for Credit Loss | $ 47 | $ 101 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 11,445,187 | 11,445,187 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 55,000,000 | 55,000,000 |
Common stock, shares issued (in shares) | 14,051,149 | 13,489,482 |
Common stock, shares outstanding (in shares) | 14,051,149 | 13,489,482 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares Issued (in shares) | 0 | 0 |
Preferred stock, shares Outstanding (in shares) | 0 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Revenue | $ 17,195 | $ 18,736 | $ 36,259 | $ 36,616 |
Gross profit | 3,681 | 6,557 | 7,585 | 12,366 |
Operating expenses: | ||||
Sales and marketing | 2,303 | 2,103 | 4,953 | 4,303 |
Technology support | 1,702 | 1,271 | 3,235 | 2,638 |
General and administrative | 3,793 | 3,089 | 7,355 | 6,221 |
Depreciation and amortization | 84 | 196 | 148 | 400 |
Total operating expenses | 7,882 | 6,659 | 15,691 | 13,562 |
Operating loss | (4,201) | (102) | (8,106) | (1,196) |
Interest and other (expense) income: | ||||
Interest expense, net | (234) | (248) | (500) | (498) |
Other (expense) income | (14) | 46 | (24) | 1,700 |
(Loss) income before income tax provision | (4,449) | (304) | (8,630) | 6 |
Income tax provision | 0 | 126 | 0 | |
Net (loss) income | $ (4,449) | $ (304) | $ (8,756) | $ 6 |
Basic (loss) income per common share (in dollars per share) | $ (0.33) | $ (0.02) | $ (0.66) | $ 0 |
Diluted (loss) income per common share (in dollars per share) | $ (0.33) | $ (0.02) | $ (0.66) | $ 0 |
Lead Generation [Member] | ||||
Revenues: | ||||
Revenue | $ 9,503 | $ 15,225 | $ 20,079 | $ 29,411 |
Digital Advertising [Member] | ||||
Revenues: | ||||
Revenue | 4,012 | 3,511 | 8,149 | 7,205 |
Used Vehicle Sales [Member] | ||||
Revenues: | ||||
Revenue | 3,680 | 0 | 8,031 | 0 |
Cost of revenues | 3,497 | 0 | 7,703 | 0 |
Lead Generation and Digital Advertising [Member] | ||||
Revenues: | ||||
Cost of revenues | $ 10,017 | $ 12,179 | $ 20,971 | $ 24,250 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 13,169,204 | 0 | |||
Balance at Dec. 31, 2020 | $ 13 | $ 0 | $ 366,087 | $ (349,765) | $ 16,335 |
Share-based compensation | $ 0 | $ 0 | 924 | 0 | $ 924 |
Issuance of common stock upon exercise of stock options (in shares) | 76,667 | 0 | 76,667 | ||
Issuance of common stock upon exercise of stock options | $ 0 | $ 0 | 176 | 0 | $ 176 |
Net (loss) income | $ 0 | $ 0 | 0 | 6 | 6 |
Balance (in shares) at Jun. 30, 2021 | 13,465,871 | 0 | |||
Balance at Jun. 30, 2021 | $ 13 | $ 0 | 367,187 | (349,759) | 17,441 |
Issuance of restricted stock (in shares) | 220,000 | 0 | |||
Issuance of restricted stock | $ 0 | $ 0 | 0 | 0 | 0 |
Balance (in shares) at Mar. 31, 2021 | 13,443,909 | 0 | |||
Balance at Mar. 31, 2021 | $ 13 | $ 0 | 366,712 | (349,455) | 17,270 |
Share-based compensation | $ 0 | $ 0 | 425 | 0 | $ 425 |
Issuance of common stock upon exercise of stock options (in shares) | 21,962 | 0 | 21,962 | ||
Issuance of common stock upon exercise of stock options | $ 0 | $ 0 | 50 | 0 | $ 50 |
Net (loss) income | $ 0 | $ 0 | 0 | (304) | (304) |
Balance (in shares) at Jun. 30, 2021 | 13,465,871 | 0 | |||
Balance at Jun. 30, 2021 | $ 13 | $ 0 | 367,187 | (349,759) | 17,441 |
Balance (in shares) at Dec. 31, 2021 | 13,489,482 | 0 | |||
Balance at Dec. 31, 2021 | $ 13 | $ 0 | 368,168 | (355,424) | 12,757 |
Share-based compensation | 0 | 0 | 990 | 0 | $ 990 |
Issuance of common stock upon exercise of stock options (in shares) | 0 | ||||
Net (loss) income | $ 0 | $ 0 | 0 | (8,756) | $ (8,756) |
Balance (in shares) at Jun. 30, 2022 | 14,051,149 | 0 | |||
Balance at Jun. 30, 2022 | $ 14 | $ 0 | 369,158 | (364,180) | 4,992 |
Issuance of restricted stock (in shares) | 575,000 | 0 | |||
Issuance of restricted stock | $ 1 | $ 0 | 0 | 0 | 1 |
Cancellation of restricted stock (in shares) | (13,333) | 0 | |||
Balance (in shares) at Mar. 31, 2022 | 14,051,149 | 0 | |||
Balance at Mar. 31, 2022 | $ 14 | $ 0 | 368,683 | (359,731) | 8,966 |
Share-based compensation | 0 | 0 | 475 | 0 | $ 475 |
Issuance of common stock upon exercise of stock options (in shares) | 0 | ||||
Net (loss) income | $ 0 | $ 0 | 0 | (4,449) | $ (4,449) |
Balance (in shares) at Jun. 30, 2022 | 14,051,149 | 0 | |||
Balance at Jun. 30, 2022 | $ 14 | $ 0 | $ 369,158 | $ (364,180) | $ 4,992 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (8,756) | $ 6 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,150 | 1,266 |
(Recoveries)/provision, net | (13) | 9 |
Forgiveness of PPP loan | 0 | (1,384) |
Share-based compensation | 990 | 924 |
Amortization of right-of-use assets | 421 | 453 |
Gain on disposal of assets | (1) | |
Deferred tax liability | 110 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 1,407 | (914) |
Prepaid expenses and other current assets | (209) | (553) |
Vehicle inventory | 1,076 | 0 |
Other assets | 107 | 134 |
Accounts payable | 193 | 950 |
Accrued expenses and other current liabilities | 857 | 309 |
Lease liabilities | (440) | (492) |
Net cash (used in) provided by operating activities | (3,108) | 708 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (340) | (770) |
Purchase of intangible asset | (75) | 0 |
Net cash used in investing activities | (415) | (770) |
Cash flows from financing activities: | ||
Borrowings under CNC credit facility | 36,111 | 35,471 |
Principal payments on CNC credit facility | (41,369) | (35,501) |
Payments under financing agreement | (32) | (33) |
Proceeds from exercise of stock options | 0 | 176 |
Net cash (used in) provided by financing activities | (5,290) | 113 |
Net (decrease) increase in cash and cash equivalents | (8,813) | 51 |
Cash and cash equivalents and restricted cash, beginning of period | 11,629 | 15,107 |
Cash and cash equivalents and restricted cash, end of period | 2,816 | 15,158 |
Reconciliation of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents at beginning of period | 7,315 | 10,803 |
Restricted cash at beginning of period | 4,314 | 4,304 |
Cash and cash equivalents and restricted cash, beginning of period | 11,629 | 15,107 |
Cash and cash equivalents at end of period | 2,716 | 10,849 |
Restricted cash at end of period | 100 | 4,309 |
Cash and cash equivalents and restricted cash, end of period | 2,816 | 15,158 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 12 | 0 |
Cash refunds for income taxes | 0 | 1 |
Cash paid for interest | 427 | 435 |
Supplemental disclosure of non-cash financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 70 | 0 |
Purchases on account related to capitalized software | $ 122 | $ 276 |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. AutoWeb, Inc. (“ AutoWeb Company Dealers Manufacturers The Company’s consumer-facing websites (“ Company Websites Leads third The Company’s click traffic referral program provides consumers who are shopping for vehicles online with targeted offers based on make, model and geographic location. As these consumers conduct online research on Company Websites or on the site of one one The Company has also generated revenue through its used vehicle acquisition business by offering automotive consumers an option to sell their used vehicle outside of a dealership location through the Company’s wholly owned subsidiary, Tradein Expert, Inc., dba CarZeus, and then reselling these used vehicles indirectly to Dealers through wholesale auctions or through direct to Dealer sales. On May 16, 2022, |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 2. The accompanying unaudited condensed consolidated financial statements are presented on the same basis as the Company’s Annual Report on Form 10 December 31, 2021 (“ 2021 Form 10 SEC March 24, 2022 1934, Exchange Act GAAP 10 8 03 X. not 2021 10 References to amounts in the condensed consolidated financial statement sections are in thousands, except share and per share data, unless otherwise specified. Going Concern During the six June 30, 2022, June 30, 2022, September 2022, one 10 As previously reported in its Quarterly Report on Form 10 March 31, 2022 (“ Q1 10 May 16, 2022, Board Special Committee Strategic Alternatives ● Continuing to seek debt or equity financing on terms and conditions acceptable to the Company; ● Evaluating potential sale/divestiture transactions, including a sale of the Company or its assets; ● Seeking partnering/licensing transactions; and ● Restructuring the Company’s debt and operations, including the possibility that the Company may In addition, the Company management implemented near-term operating plans to address the Company’s near-term cash and liquidity needs (“ Near-Term Operating Plans ● Conducting a review of and reductions to the Company’s cost and expense structure, including reductions in employee expense (which could include furloughs and terminations); ● Working with current and potential vendors to decrease costs and expenses; ● Suspending investments in growth strategies and the Company's transformation from a digital media company to a transaction-enabled matchmaker; ● Suspending capital expenditures; and ● Suspending, or reducing the scope of, some or all of the Company’s operations, which included the suspension of the Company’s used vehicle acquisition business and furloughing the employees within that segment in May 2022. The Special Committee and the Company’s management team, working with the Company’s financial, legal and other advisers, proceeded with a review of Strategic Alternatives, including reaching out to potential bidders and investors. Based on a careful review and consideration of Strategic Alternatives, as previously reported in the Company’s Current Report on Form 8 July 25, 2022 (“ July 25 th Form 8 July 24, 2022, Merger Agreement 1, Parent 2, Purchaser August 3, 2022, Offer Company Common Stock Offer Price One Planet Group Merger 251 DGCL Transactions In connection with the execution of the Merger Agreement, certain of the Company’s stockholders, including certain officers, directors and stockholders affiliated with such directors, and certain other stockholders, and comprising approximately 40% of the outstanding shares of Company Common Stock, entered into Tender and Support Agreements with Parent and Purchaser, whereby such stockholders have agreed to tender and not Consummation of the Transactions is subject to customary closing conditions, including that a majority of the outstanding shares of the Company Common Stock are tendered in the Offer. The Company believes that there is substantial doubt about the ability to continue as a going concern and the Company is dependent upon consummating the Transactions. The acquisition of the Company provided for in the Merger Agreement is largely outside of the Company’s control as it is subject to a tender offer which will not 10 not no no The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These financial statements do not Nasdaq Notice of Delisting As previously disclosed, on June 30, 2022, Notice NASDAQ Common Stock 30 $1.00 Minimum Bid Price Requirement 5550 2 Rule no Pursuant to NASDAQ Listing Rule 5810 3 180 December 27, 2022, December 27, 2022, $1.00 10 no If the Merger is consummated, the Company Common Stock will be delisted from The Nasdaq Capital Market and deregistered under the Securities Exchange Act of 1934 Exchange Act |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 3. Recent Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not not |
Note 4 - Revenue Recognition
Note 4 - Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 4. Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to the Company’s customers or when the Company satisfies any performance obligations under contract. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for respective goods or services provided. Further, under Accounting Standards Codification 606, Revenue from Contracts with Customers ASC 606 The Company has three ● Lead Generation – paid by Dealers and Manufacturers participating in the Company’s Lead programs and are comprised of Lead transaction and/or monthly subscription fees. Lead generation is recognized in the period when service is provided. ● Digital Advertising – fees paid by Dealers, Manufacturers and third not ● Used Vehicle Sales – Used vehicles acquired by the Company are predominately resold at wholesale auctions or direct to Dealers. Revenue from the sale of these vehicles is recognized upon transfer of ownership of the vehicle to the wholesale customer. Variable Consideration Leads are generally sold with a right-of-return for services that do not may not June 30, 2022. December 31, 2021. Contract Assets and Contract Liabilities Unbilled Revenue Timing of revenue recognition may may not not Deferred Revenue The Company defers the recognition of revenue when cash payments are received or due in advance of satisfying the Company’s performance obligations, including amounts which are refundable. Such activity is not June 30, 2022, December 31, 2021. 30 60 The Company has not 606 six June 30, 2022. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers by revenue source and has determined that disaggregating revenue into the categories listed below sufficiently depicts the differences in the nature, amount, timing and uncertainty of revenue streams. The following table summarizes revenue from contracts with customers, disaggregated by revenue source, for the three six June 30, 2022, 2021. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Lead generation $ 9,503 $ 15,225 $ 20,079 $ 29,411 Digital advertising Clicks 3,659 2,839 7,315 5,770 Display and other advertising 353 672 834 1,435 Total digital advertising 4,012 3,511 8,149 7,205 Used vehicle sales 3,680 — 8,031 — Total revenues $ 17,195 $ 18,736 $ 36,259 $ 36,616 |
Note 5 - Net (Loss) Income Per
Note 5 - Net (Loss) Income Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 5. Net (Loss) Income Per Share Basic net (loss) income per share is computed using the weighted average number of common shares outstanding during the three six June 30, 2022, 2021, three six June 30, 2022, 2021. The following are the share amounts utilized to compute the basic and diluted net (loss) income per share for the three six June 30, 2022, 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic Shares: Weighted average common shares outstanding 14,051,149 13,461,044 13,947,779 13,357,622 Weighted average unvested restricted stock (708,334 ) (220,000 ) (628,840 ) (148,370 ) Basic Shares 13,342,815 13,241,044 13,318,939 13,209,252 Diluted Shares: Basic shares 13,342,815 13,241,044 13,318,939 13,209,252 Weighted average dilutive securities — — — 204,543 Diluted Shares 13,342,815 13,241,044 13,318,939 13,413,795 For the three six June 30, 2022, three June 30, 2021, For the six June 30, 2021, For the three six June 30, 2022, three six June 30, 2021, |
Note 6 - Share-Based Compensati
Note 6 - Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 6. Share-based compensation expense is included in costs as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Share-based compensation expense: Sales and marketing $ 52 $ 32 $ 102 $ 63 Technology support — 8 5 19 General and administrative 423 385 883 842 Total share-based compensation costs $ 475 $ 425 $ 990 $ 924 Service-Based Options. three six June 30, 2022, 2021, Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Number of service-based options granted — 55,000 500,000 820,000 Weighted average grant date fair value $ — $ 1.94 $ 2.09 $ 1.83 Weighted average exercise price $ — $ 2.75 $ 2.94 $ 2.61 These options are valued using a Black-Scholes option pricing model. Options issued to employees generally vest one third first twenty-four may 12 may 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Dividend yield — — — — Volatility — % 95 % 95 % 94 % Risk-free interest rate — % 0.9 % 1.6 % 0.8 % Expected life (years) — 4.7 4.8 4.8 Stock option exercises three six June 30, 2022, 2021, Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Number of stock options exercised — 21,962 — 76,667 Weighted average exercise price $ — $ 2.30 $ — $ 2.30 A summary of the Company’s outstanding stock options as of June 30, 2022, six Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (years) (thousands) Outstanding at December 31, 2021 4,381,348 $ 3.85 4.3 $ 1,662 Granted 500,000 2.94 — — Exercised — — — — Forfeited or expired (236,520 ) 6.43 — — Outstanding at June 30, 2022 4,644,828 $ 3.62 4.1 $ — Vested and expected to vest at June 30, 2022 4,528,321 $ 3.64 4.1 $ — Exercisable at June 30, 2022 3,273,769 $ 3.95 3.5 $ — Restricted Stock Awards. RSAs first 2022 2021, one third second third may |
Note 7 - Selected Balance Sheet
Note 7 - Selected Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Additional Financial Information Disclosure [Text Block] | 7. Property and Equipment June 30, 2022 December 31, 2021 Computer software and hardware $ 5,038 $ 5,008 Capitalized internal use software 8,370 8,362 Furniture and equipment 1,105 1,105 Leasehold improvements 883 883 Construction in progress 1,903 1,478 17,299 16,836 Less—Accumulated depreciation and amortization (13,546 ) (12,983 ) Property and equipment, net $ 3,753 $ 3,853 Intangible Assets. The Company amortizes specifically identified definite-lived intangible assets using the straight-line method over the estimated useful lives of the assets. The Company’s intangible assets are amortized over the following estimated useful lives: June 30, 2022 December 31, 2021 Definite-lived Intangible Asset Estimated Useful Life (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trademarks/ trade names/ licenses/ domains 3 - 7 $ 16,589 $ (16,414 ) $ 175 $ 16,589 $ (16,372 ) $ 217 Developed technology 5 - 7 8,955 (8,683 ) 272 8,955 (8,138 ) 817 $ 25,544 $ (25,097 ) $ 447 $ 25,544 $ (24,510 ) $ 1,034 June 30, 2022 December 31, 2021 Definite-lived Intangible Asset Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Domain Indefinite $ 2,600 $ — $ 2,600 $ 2,600 $ — $ 2,600 The Company amortizes specifically identified definite-lived intangible assets using the straight-line method over the estimated useful lives of the assets. Amortization expense is included in “Cost of revenues – lead generation and digital advertising” and “Depreciation and amortization” in the Unaudited Consolidated Condensed Statements of Operations. Total amortization expense was $0.3 million and $0.6 million for the three six June 30, 2022, three six June 30, 2021, Amortization expense for the remainder of the year and for future years is as follows: Year Amortization Expense 2022 (remaining 6 months) $ 315 2023 86 2024 46 $ 447 Accrued Expenses and Other Current Liabilities June 30, 2022 December 31, 2021 Accrued employee-related benefits $ 1,883 $ 1,782 Other accrued expenses and other current liabilities: Other accrued expenses 1,045 201 Amounts due to customers 30 77 Other current liabilities 326 332 Total other accrued expenses and other current liabilities 1,401 610 Total accrued expenses and other current liabilities $ 3,284 $ 2,392 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 The Company has a concentration of credit risk with its accounts receivable balances. Approximately 60%, or $6.0 million, of gross accounts receivable at June 30, 2022, six June 30, 2022, % of % of Customers Revenue Accounts Receivable Carat Detroit 9 % 20 % Urban Science Applications 11 % 18 % Autodata Solutions 10 % 13 % Shift Digital 6 9 Total 36 % 60 % During 2021, June 30, 2021, six June 30, 2021, % of % of Customers Revenue Accounts Receivable Urban Science Applications 12 % 15 % Carat Detroit 13 % 21 % Ford Direct 9 % 10 % Autodata Solutions 12 % 18 % Total 46 % 64 % On May 24, 2021, FordDirect September 30, 2021. June 11, 2021, December 1, 2020, June 30, 2021, |
Note 8 - Leases
Note 8 - Leases | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 8. The Company determines if an arrangement is a lease at inception. Right-of-use (“ ROU not five not may Lease Liabilities June 30, 2022, December 31, 2021, June 30, 2022 December 31, 2021 Current portion of lease liabilities $ 727 $ 781 Long-term lease liabilities, net of current portion 1,116 1,432 Total lease liabilities $ 1,843 $ 2,213 The Company’s aggregate lease maturities as of June 30, 2022, Year 2022 (remaining 6 months) $ 410 2023 831 2024 554 2025 205 Total minimum lease payments 2,000 Less imputed interest (157 ) Total lease liabilities $ 1,843 Rent expense included in operating expenses and cost of revenue was $0.3 million and $0.6 million for the three six June 30, 2022, three six June 30, 2021, |
Note 9 - Debt
Note 9 - Debt | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 9. On March 26, 2020, CNC Credit Agreement Agent first On July 30, 2021, Credit Facility Second Amendment August 12, 2021. On September 13, 2021, Credit Facility Third Amendment $3,000,000 eighty fifty forty On May 26, 2022, Credit Facility Fourth Amendment March 26, 2020, May 18, 2020, July 30, 2021, September 13, 2021. The Credit Facility Fourth Amendment provides for (i) a reduction in the minimum borrowing usage requirement from forty twenty The Credit Facility Fourth Amendment also amends the existing Loan Agreement to allow the financing of insurance premiums for the 2022 2023 As of June 30, 2022, June 30, 2022. 1 2 one not no may no no If, due to any circumstance affecting the London interbank market, the Agent determines that adequate and fair means do not two not no If the Agent determines that for any reason (i) dollar deposits are not not not However, if Agent determines that (i) adequate and reasonable means do not no Scheduled Unavailability Date may LIBOR Successor Rate 50% not no x no 1/2 1%; 1%. March 26, 2023. As of June 30, 2022, December 31, 2021, On April 16, 2020, PPP Loan SBA May 18, 2020, On January 13, 2021, 2020. January 2021, On June 10, 2020, thirty-six Financing Agreement June 30, 2022, December 31, 2022. The Company’s future commitments under the Financing Agreement as of June 30, 2022, Year 2022 (remaining 6 months) 32 Total financing debt $ 32 |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 10. Employment Agreements The Company has employment agreements and severance benefits 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 in 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 not may not On August 4, 2022, August 9, 2022 August 10, 2022, Stockholder Actions 14 14 20 1934 14D 9 August 3, 2022 ( Recommendation Statement The defendants deny, disagree with and intend to vigorously defend against the Stockholder Actions. If the Stockholder Actions are not may |
Note 11 - Income Taxes
Note 11 - Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 11. 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, adjusted accordingly by the tax effect of certain discrete items that arise during the quarter. As the year progresses, the Company refines its estimated annual effective tax rate based on actual year-to-date results. This process can result in significant changes to the Company's estimated effective tax rate. When such activity occurs, the income tax provision is adjusted during the quarter in which the estimates are refined and adjusted. As such, the Company’s year-to-date tax provision reflects the estimated annual effective tax rate. Therefore, these changes along with the adjustments to the Company’s deferred taxes and related valuation allowance may Due to overall cumulative losses incurred in recent years, the Company maintained a valuation allowance against its deferred tax assets as of June 30, 2022, December 31, 2021. six June 30, 2022, no June 30, 2022, As of June 30, 2022, December 31, 2021, no six June 30, 2022, 2021. 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 2018 2017, not 2018 may 2017 no not twelve In response to the coronavirus pandemic, the CARES Act was signed into law in March 2020. TCJA may NOL s 2018 2020 five not 50% Employee Retention Credit March 2022, July 2022, second 2021 first third 2021. |
Note 12 - Segment Reporting
Note 12 - Segment Reporting | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 12. As a result of the CarZeus Purchase Transaction on August 1, 2021, May 16, 2022, The segment performance is reviewed by the chief executive officer at the operating (loss) income level. The following table provides segment reporting of the Company for the three six June 30, 2022: Three Months Ended June 30, 2022 (In thousands) Automotive digital marketing Used vehicle acquisition & resale Total Revenues $ 13,515 $ 3,680 $ 17,195 Cost of sales 10,017 3,497 13,514 Gross profit 3,498 183 3,681 Operating loss 3,965 236 4,201 Total assets 22,362 551 22,913 Six Months Ended June 30, 2022 (In thousands) Automotive digital marketing Used vehicle acquisition & resale Total Revenues $ 28,228 $ 8,031 $ 36,259 Cost of sales 20,971 7,703 28,674 Gross profit 7,257 328 7,585 Operating loss 7,613 493 8,106 Total assets 22,362 551 22,913 |
Note 13 - Subsequent Event
Note 13 - Subsequent Event | 6 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 13. As disclosed in Note 2 July 25 th 8 July 24, 2022, August 3, 2022, On August 4, 2022 August 9, 2022, 10, Commitments and Contingencies |
Note 4 - Revenue Recognition (T
Note 4 - Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Lead generation $ 9,503 $ 15,225 $ 20,079 $ 29,411 Digital advertising Clicks 3,659 2,839 7,315 5,770 Display and other advertising 353 672 834 1,435 Total digital advertising 4,012 3,511 8,149 7,205 Used vehicle sales 3,680 — 8,031 — Total revenues $ 17,195 $ 18,736 $ 36,259 $ 36,616 |
Note 5 - Net (Loss) Income Pe_2
Note 5 - Net (Loss) Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic Shares: Weighted average common shares outstanding 14,051,149 13,461,044 13,947,779 13,357,622 Weighted average unvested restricted stock (708,334 ) (220,000 ) (628,840 ) (148,370 ) Basic Shares 13,342,815 13,241,044 13,318,939 13,209,252 Diluted Shares: Basic shares 13,342,815 13,241,044 13,318,939 13,209,252 Weighted average dilutive securities — — — 204,543 Diluted Shares 13,342,815 13,241,044 13,318,939 13,413,795 |
Note 6 - Share-Based Compensa_2
Note 6 - Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Share-based compensation expense: Sales and marketing $ 52 $ 32 $ 102 $ 63 Technology support — 8 5 19 General and administrative 423 385 883 842 Total share-based compensation costs $ 475 $ 425 $ 990 $ 924 |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Number of service-based options granted — 55,000 500,000 820,000 Weighted average grant date fair value $ — $ 1.94 $ 2.09 $ 1.83 Weighted average exercise price $ — $ 2.75 $ 2.94 $ 2.61 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Dividend yield — — — — Volatility — % 95 % 95 % 94 % Risk-free interest rate — % 0.9 % 1.6 % 0.8 % Expected life (years) — 4.7 4.8 4.8 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Number of stock options exercised — 21,962 — 76,667 Weighted average exercise price $ — $ 2.30 $ — $ 2.30 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (years) (thousands) Outstanding at December 31, 2021 4,381,348 $ 3.85 4.3 $ 1,662 Granted 500,000 2.94 — — Exercised — — — — Forfeited or expired (236,520 ) 6.43 — — Outstanding at June 30, 2022 4,644,828 $ 3.62 4.1 $ — Vested and expected to vest at June 30, 2022 4,528,321 $ 3.64 4.1 $ — Exercisable at June 30, 2022 3,273,769 $ 3.95 3.5 $ — |
Note 7 - Selected Balance She_2
Note 7 - Selected Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, 2022 December 31, 2021 Computer software and hardware $ 5,038 $ 5,008 Capitalized internal use software 8,370 8,362 Furniture and equipment 1,105 1,105 Leasehold improvements 883 883 Construction in progress 1,903 1,478 17,299 16,836 Less—Accumulated depreciation and amortization (13,546 ) (12,983 ) Property and equipment, net $ 3,753 $ 3,853 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2022 December 31, 2021 Definite-lived Intangible Asset Estimated Useful Life (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trademarks/ trade names/ licenses/ domains 3 - 7 $ 16,589 $ (16,414 ) $ 175 $ 16,589 $ (16,372 ) $ 217 Developed technology 5 - 7 8,955 (8,683 ) 272 8,955 (8,138 ) 817 $ 25,544 $ (25,097 ) $ 447 $ 25,544 $ (24,510 ) $ 1,034 |
Schedule of Indefinite-Lived Intangible Assets [Table Text Block] | June 30, 2022 December 31, 2021 Definite-lived Intangible Asset Estimated Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Domain Indefinite $ 2,600 $ — $ 2,600 $ 2,600 $ — $ 2,600 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Amortization Expense 2022 (remaining 6 months) $ 315 2023 86 2024 46 $ 447 |
Schedule of Accrued Liabilities [Table Text Block] | June 30, 2022 December 31, 2021 Accrued employee-related benefits $ 1,883 $ 1,782 Other accrued expenses and other current liabilities: Other accrued expenses 1,045 201 Amounts due to customers 30 77 Other current liabilities 326 332 Total other accrued expenses and other current liabilities 1,401 610 Total accrued expenses and other current liabilities $ 3,284 $ 2,392 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | % of % of Customers Revenue Accounts Receivable Carat Detroit 9 % 20 % Urban Science Applications 11 % 18 % Autodata Solutions 10 % 13 % Shift Digital 6 9 Total 36 % 60 % % of % of Customers Revenue Accounts Receivable Urban Science Applications 12 % 15 % Carat Detroit 13 % 21 % Ford Direct 9 % 10 % Autodata Solutions 12 % 18 % Total 46 % 64 % |
Note 8 - Leases (Tables)
Note 8 - Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Lease, Cost [Table Text Block] | June 30, 2022 December 31, 2021 Current portion of lease liabilities $ 727 $ 781 Long-term lease liabilities, net of current portion 1,116 1,432 Total lease liabilities $ 1,843 $ 2,213 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Year 2022 (remaining 6 months) $ 410 2023 831 2024 554 2025 205 Total minimum lease payments 2,000 Less imputed interest (157 ) Total lease liabilities $ 1,843 |
Note 9 - Debt (Tables)
Note 9 - Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year 2022 (remaining 6 months) 32 Total financing debt $ 32 |
Note 12 - Segment Reporting (Ta
Note 12 - Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three Months Ended June 30, 2022 (In thousands) Automotive digital marketing Used vehicle acquisition & resale Total Revenues $ 13,515 $ 3,680 $ 17,195 Cost of sales 10,017 3,497 13,514 Gross profit 3,498 183 3,681 Operating loss 3,965 236 4,201 Total assets 22,362 551 22,913 Six Months Ended June 30, 2022 (In thousands) Automotive digital marketing Used vehicle acquisition & resale Total Revenues $ 28,228 $ 8,031 $ 36,259 Cost of sales 20,971 7,703 28,674 Gross profit 7,257 328 7,585 Operating loss 7,613 493 8,106 Total assets 22,362 551 22,913 |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 03, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Income (Loss) Attributable to Parent, Total | $ (4,449) | $ (304) | $ (8,756) | $ 6 | |||
Net Cash Provided by (Used in) Operating Activities, Total | (3,108) | 708 | |||||
Cash and Cash Equivalents, at Carrying Value, Total | 2,716 | $ 10,849 | 2,716 | $ 10,849 | $ 7,315 | $ 10,803 | |
Retained Earnings (Accumulated Deficit), Total | $ (364,180) | $ (364,180) | $ (355,424) | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Subsequent Event [Member] | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||||
Business Acquisition, Share Price (in dollars per share) | $ 0.39 | ||||||
Business Acquisition, Tender and Support Agreements, Percentage of Outstanding Shares | 40% |
Note 4 - Revenue Recognition (D
Note 4 - Revenue Recognition (Details Textual) - USD ($) | Jun. 30, 2022 | Jun. 22, 2022 | Dec. 31, 2021 |
Contract with Customer, Asset, Allowance for Credit Loss, Ending Balance | $ 0 | $ 27,000 | |
Contract with Customer, Liability, Total | $ 0 | $ 0 |
Note 4 - Revenue Recognition -
Note 4 - Revenue Recognition - Revenue From Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | $ 17,195 | $ 18,736 | $ 36,259 | $ 36,616 |
Lead Generation [Member] | ||||
Revenue | 9,503 | 15,225 | 20,079 | 29,411 |
Click Advertising [Member] | ||||
Revenue | 3,659 | 2,839 | 7,315 | 5,770 |
Display And Other Advertising [Member] | ||||
Revenue | 353 | 672 | 834 | 1,435 |
Digital Advertising [Member] | ||||
Revenue | 4,012 | 3,511 | 8,149 | 7,205 |
Used Vehicle Sales [Member] | ||||
Revenue | $ 3,680 | $ 0 | $ 8,031 | $ 0 |
Note 5 - Net (Loss) Income Pe_3
Note 5 - Net (Loss) Income Per Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 13,932 | 4,600,000 | 31,823 | 4,500,000 |
Note 5 - Net (Loss) Income Pe_4
Note 5 - Net (Loss) Income Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Weighted average common shares outstanding (in shares) | 14,051,149 | 13,461,044 | 13,947,779 | 13,357,622 |
Weighted average unvested restricted stock (in shares) | (708,334) | (220,000) | (628,840) | (148,370) |
Basic Shares (in shares) | 13,342,815 | 13,241,044 | 13,318,939 | 13,209,252 |
Weighted average dilutive securities (in shares) | 0 | 0 | 204,543 | |
Diluted Shares (in shares) | 13,342,815 | 13,241,044 | 13,318,939 | 13,413,795 |
Note 6 - Share-Based Compensa_3
Note 6 - Share-Based Compensation (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 575,000 | 220,000 |
Note 6 - Share Based Compensati
Note 6 - Share Based Compensation - Share Based Compensation Expense Is Included in Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based compensation | $ 990 | $ 924 | ||
Total share-based compensation costs | $ 475 | $ 425 | 990 | 924 |
Software Service, Support and Maintenance Arrangement [Member] | ||||
Share-based compensation | 0 | 8 | 5 | 19 |
Selling and Marketing Expense [Member] | ||||
Share-based compensation | 52 | 32 | 102 | 63 |
General and Administrative Expense [Member] | ||||
Share-based compensation | $ 423 | $ 385 | $ 883 | $ 842 |
Note 6 - Share Based Compensa_2
Note 6 - Share Based Compensation - Service Based Options Granted During Period (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Granted, number of options (in shares) | 0 | 55,000 | 500,000 | 820,000 |
Weighted average grant date fair value (in dollars per share) | $ 0 | $ 1.94 | $ 2.09 | $ 1.83 |
Granted, weighted average exercise price per share (in dollars per share) | $ 0 | $ 2.75 | $ 2.94 | $ 2.61 |
Note 6 - Share Based Compensa_3
Note 6 - Share Based Compensation - Fair Value of Stock Options Granted Using the Following Weighted Average Assumptions (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Dividend yield | 0% | 0% | 0% | |
Volatility | 0% | 95% | 95% | 94% |
Risk-free interest rate | 0% | 0.90% | 1.60% | 0.80% |
Expected life (years) (Year) | 4 years 8 months 12 days | 4 years 9 months 18 days | 4 years 9 months 18 days |
Note 6 - Share Based Compensa_4
Note 6 - Share Based Compensation - Stock Option Exercises (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Number of stock options exercised (in shares) | 0 | 21,962 | 0 | 76,667 |
Exercised, weighted average exercise price per share (in dollars per share) | $ 0 | $ 2.30 | $ 0 | $ 2.30 |
Note 6 - Share Based Compensa_5
Note 6 - Share Based Compensation - Stock Options Outstanding (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Outstanding, number of options (in shares) | 4,381,348 | ||||
Outstanding, weighted average exercise price per share (in dollars per share) | $ 3.85 | ||||
Outstanding, Weighted Average Remaining Contractual Term (Year) | 4 years 1 month 6 days | 4 years 3 months 18 days | |||
Outstanding, Aggregate Intrinsic Value | $ 1,662 | $ 1,662 | |||
Granted, number of options (in shares) | 0 | 55,000 | 500,000 | 820,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 0 | $ 2.75 | $ 2.94 | $ 2.61 | |
Exercised, number of options (in shares) | 0 | (21,962) | 0 | (76,667) | |
Exercised, weighted average exercise price per share (in dollars per share) | $ 0 | $ 2.30 | $ 0 | $ 2.30 | |
Forfeited or expired, number of options (in shares) | (236,520) | ||||
Forfeited or expired, weighted average exercise price per share (in dollars per share) | $ 6.43 | ||||
Outstanding, number of options (in shares) | 4,644,828 | 4,644,828 | 4,381,348 | ||
Outstanding, weighted average exercise price per share (in dollars per share) | $ 3.62 | $ 3.62 | $ 3.85 | ||
Vested and expected to vest, number of options (in shares) | 4,528,321 | 4,528,321 | |||
Vested and expected to vest, weighted average exercise price per share (in dollars per share) | $ 3.64 | $ 3.64 | |||
Vested and expected to vest,Weighted Average Remaining Contractual Term (Year) | 4 years 1 month 6 days | ||||
Exercisable, number of options (in shares) | 3,273,769 | 3,273,769 | |||
Exercisable, weighted average exercise price per share (in dollars per share) | $ 3.95 | $ 3.95 | |||
Exercisable,Weighted Average Remaining Contractual Term (Year) | 3 years 6 months |
Note 7 - Selected Balance She_3
Note 7 - Selected Balance Sheet Accounts (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lump Sum Payment | $ 0.5 | ||||
Accounts Receivable [Member] | Dealer and Manufacturers Concentration Risk [Member] | Urban Science Applications, Carat Detroit, Ford Direct, Autodata Solutions and Shift Digital [Member] | |||||
Concentration Risk, Percentage | 60% | ||||
Accounts Receivable, Sale | $ 6 | ||||
Accounts Receivable [Member] | Dealer and Manufacturers Concentration Risk [Member] | Urban Science Applications, Carat Detroit, Ford Direct and Autodata Solutions [Member] | |||||
Concentration Risk, Percentage | 64% | ||||
Accounts Receivable, Sale | $ 9.7 | ||||
Revenue Benchmark [Member] | Dealer and Manufacturers Concentration Risk [Member] | Urban Science Applications, Carat Detroit, Ford Direct, Autodata Solutions and Shift Digital [Member] | |||||
Concentration Risk, Percentage | 36% | ||||
Revenue Benchmark [Member] | Dealer and Manufacturers Concentration Risk [Member] | Urban Science Applications, Carat Detroit, Ford Direct and Autodata Solutions [Member] | |||||
Concentration Risk, Percentage | 46% | ||||
Operating Expense [Member] | |||||
Depreciation, Nonproduction | $ 0.3 | $ 0.4 | $ 0.6 | $ 0.8 |
Note 7 - Selected Balance She_4
Note 7 - Selected Balance Sheet Accounts - Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Computer software and hardware | $ 5,038 | $ 5,008 |
Capitalized internal use software | 8,370 | 8,362 |
Furniture and equipment | 1,105 | 1,105 |
Leasehold improvements | 883 | 883 |
Construction in progress | 1,903 | 1,478 |
Property, Plant and Equipment, Gross, Ending Balance | 17,299 | 16,836 |
Less—Accumulated depreciation and amortization | (13,546) | (12,983) |
Property and equipment, net | $ 3,753 | $ 3,853 |
Note 7 - Selected Balance She_5
Note 7 - Selected Balance Sheet Accounts - Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, gross | $ 25,544 | $ 25,544 |
Finite-Lived Intangible Assets, Accumulated Amortization | (25,097) | (24,510) |
Finite-Lived Intangible Assets, Net | 447 | 1,034 |
Trademarks Trade Names Licenses and Domains [Member] | ||
Finite-Lived Intangible Assets, gross | 16,589 | 16,589 |
Finite-Lived Intangible Assets, Accumulated Amortization | (16,414) | (16,372) |
Finite-Lived Intangible Assets, Net | $ 175 | 217 |
Trademarks Trade Names Licenses and Domains [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | |
Trademarks Trade Names Licenses and Domains [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets, gross | $ 8,955 | 8,955 |
Finite-Lived Intangible Assets, Accumulated Amortization | (8,683) | (8,138) |
Finite-Lived Intangible Assets, Net | $ 272 | $ 817 |
Developed Technology Rights [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | |
Developed Technology Rights [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years |
Note 7 - Selected Balance She_6
Note 7 - Selected Balance Sheet Accounts - Indefinite Lived Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Domain [Member] | ||
Indefinite-lived Intangible Assets, gross | $ 2.6 | $ 2.6 |
Note 7 - Selected Balance She_7
Note 7 - Selected Balance Sheet Accounts - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
2022 (remaining 6 months) | $ 315 | |
2023 | 86 | |
2024 | 46 | |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 447 | $ 1,034 |
Note 7 - Selected Balance She_8
Note 7 - Selected Balance Sheet Accounts - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued employee-related benefits | $ 1,883 | $ 1,782 |
Other accrued expenses | 1,045 | 201 |
Amounts due to customers | 30 | 77 |
Other current liabilities | 326 | 332 |
Other accrued expenses and other current liabilities | 1,401 | 610 |
Total accrued expenses and other current liabilities | $ 3,284 | $ 2,392 |
Note 7 - Selected Balance She_9
Note 7 - Selected Balance Sheet Accounts - Concentration of Credit Risk (Details) - Customer Concentration Risk [Member] | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Carat Detroit [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 9% | 13% |
Carat Detroit [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 20% | 21% |
Urban Science Applications [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 11% | 12% |
Urban Science Applications [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 18% | 15% |
Autodata Solutions [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 10% | 12% |
Autodata Solutions [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 13% | 18% |
Ford Direct [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 9% | |
Ford Direct [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 10% | |
Shift Digital [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 6% | |
Shift Digital [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 9% | |
Urban Science Applications, Carat Detroit, Ford Direct and Autodata Solutions [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 36% | 46% |
Urban Science Applications, Carat Detroit, Ford Direct and Autodata Solutions [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 60% | 64% |
Note 8 - Leases (Details Textua
Note 8 - Leases (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 2 years 6 months | 3 years 2 months 12 days | 2 years 6 months | 3 years 2 months 12 days |
Operating Lease, Weighted Average Discount Rate, Percent | 6.28% | 6.25% | 6.28% | 6.25% |
Operating Expenses and Cost of Revenues [Member] | ||||
Operating Lease, Expense | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 |
Note 8 - Leases - Lease Liabili
Note 8 - Leases - Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current portion of lease liabilities | $ 727 | $ 781 |
Long-term lease liabilities, net of current portion | 1,116 | 1,432 |
Total lease liabilities | $ 1,843 | $ 2,213 |
Note 8 - Leases - Aggregate Lea
Note 8 - Leases - Aggregate Lease Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
2022 (remaining 6 months) | $ 410 | |
2023 | 831 | |
2024 | 554 | |
2025 | 205 | |
Total minimum lease payments | 2,000 | |
Less imputed interest | (157) | |
Total lease liabilities | $ 1,843 | $ 2,213 |
Note 9 - Debt (Details Textual)
Note 9 - Debt (Details Textual) - USD ($) | 6 Months Ended | ||||||||||
Jan. 13, 2021 | Jun. 10, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | May 26, 2022 | May 25, 2022 | May 06, 2022 | Sep. 13, 2021 | Jul. 30, 2021 | Apr. 16, 2020 | Mar. 26, 2020 | |
Gain (Loss) on Extinguishment of Debt, Total | $ 0 | $ 1,384,000 | |||||||||
CNC Credit Agreement [Member] | |||||||||||
Debt Instrument, Face Amount | $ 20,000,000 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | ||||||||||
Primarily Billed Accounts Receivable Due After One Year Highest Interest Rate | 85% | ||||||||||
Unbilled Accounts Receivable | 75% | ||||||||||
Long-term Line of Credit, Total | $ 1,500,000 | ||||||||||
Long-Term Debt, Gross | 4,700,000 | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 100,000 | ||||||||||
Libor Rate Loans Percentage | 1.75% | ||||||||||
Marginal Rate | 5.50% | ||||||||||
CNC Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ||||||||||
CNC Credit Agreement [Member] | Other Assets [Member] | |||||||||||
Debt Issuance Costs, Net, Total | $ 200,000 | ||||||||||
Credit Facility Agreement [Member] | |||||||||||
Purchaser Becoming a Guarantor | $ 3,000,000 | ||||||||||
Credit Facility Third Amendment [Member] | |||||||||||
Line of Credit, Borrowing Base Inventory | $ 3,000,000 | ||||||||||
Line of Credit, Borrowing Base, Percent of Accounts Receivable | 85% | ||||||||||
Line of Credit, Borrowing Base, Purchase Price for Vehicles | 80% | ||||||||||
Credit Facility Third Amendment [Member] | Maximum [Member] | |||||||||||
Line of Credit, Minimum Borrowing Usage Requirement Percent | 50% | ||||||||||
Line of Credit, Minimum Borrowing Usage Requirement | $ 10,000,000 | ||||||||||
Credit Facility Third Amendment [Member] | Minimum [Member] | |||||||||||
Line of Credit, Minimum Borrowing Usage Requirement Percent | 40% | ||||||||||
Line of Credit, Minimum Borrowing Usage Requirement | $ 8,000,000 | ||||||||||
Credit Facility Fourth Amendment [Member] | |||||||||||
Line of Credit, Minimum Borrowing Usage Requirement Percent | 20% | 40% | |||||||||
Line of Credit, Minimum Borrowing Usage Requirement | $ 4,000,000 | $ 8,000,000 | |||||||||
Line of Credit, Base Amount for Calculating Underusage Fee | $ 6,000,000 | $ 10,000,000 | |||||||||
Line of Credit, Collateral Applied to Outstanding Loan Balance | $ 4,000,000 | ||||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||||
Loans Payable, Noncurrent, Total | $ 1,380,000 | ||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 1,380,000 | ||||||||||
Debt Instrument, Decrease, Forgiveness, Including Accrued Interest | $ 1,390,000 | ||||||||||
Financing Agreement [Member] | |||||||||||
Due to Related Parties, Current, Total | $ 170,000 | ||||||||||
Payments to Acquire Furniture and Fixtures | $ 5,300 | $ 100,000 |
Note 9 - Debt - Future Commitme
Note 9 - Debt - Future Commitments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
2022 (remaining 6 months) | $ 32 |
Total financing debt | $ 32 |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Details Textual) | Aug. 09, 2022 |
Loss Contingency, Number of Plaintiffs | 4 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Unrecognized Tax Benefits, Ending Balance | $ 200 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 0 | $ 0 | |
Subsequent Event [Member] | |||
Income Tax Credits and Adjustments | $ 600 |
Note 12 - Segment Reporting (De
Note 12 - Segment Reporting (Details Textual) | 6 Months Ended |
Jun. 30, 2022 | |
Number of Reportable Segments | 2 |
Note 12 - Business Segment Info
Note 12 - Business Segment Information - Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues | $ 17,195 | $ 18,736 | $ 36,259 | $ 36,616 | |
Cost of sales | 13,514 | 28,674 | |||
Gross profit | 3,681 | 6,557 | 7,585 | 12,366 | |
Operating loss | (4,201) | $ (102) | (8,106) | $ (1,196) | |
Total assets | 22,913 | 22,913 | $ 35,132 | ||
Automotive Digital Marketing [Member] | |||||
Revenues | 13,515 | 28,228 | |||
Cost of sales | 10,017 | 20,971 | |||
Gross profit | 3,498 | 7,257 | |||
Operating loss | (3,965) | (7,613) | |||
Total assets | 22,362 | 22,362 | |||
Used Vehicle Acquisition & Resale [Member] | |||||
Revenues | 3,680 | 8,031 | |||
Cost of sales | 3,497 | 7,703 | |||
Gross profit | 183 | 328 | |||
Operating loss | (236) | (493) | |||
Total assets | $ 551 | $ 551 |