AutoWeb, Inc. - Quarter Report: 2021 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
[X]
QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period
ended March 31, 2021
or
[
]
TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition
period from
to
Commission file number
1-34761
AutoWeb,
Inc.
(Exact name of registrant
as specified in its charter)
Delaware
|
|
33-0711569
|
(State or other
jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
400
North Ashley Drive, Suite 300
Tampa,
Florida 33602
(Address of principal
executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (949)
225-4500
Securities registered
pursuant to Section 12(b) of the Act:
Title of
each class
|
Trading
Symbol
|
Name of
each exchange on which registered
|
Common Stock, par value
$0.001 per share
|
AUTO
|
The Nasdaq Capital
Market
|
Indicate by check
mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90
days. Yes ☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes ☒ No ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange
Act.
Large accelerated
filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
Smaller reporting
company ☒
|
|
Emerging growth
company ☐
|
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards pursuant to
Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 3, 2021, there
were 13,465,871 shares of the Registrant’s Common Stock,
$0.001 par value, outstanding.
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INDEX
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Page
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PART I.
FINANCIAL INFORMATION
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3
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4
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5
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6
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7
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17
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21
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21
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PART II.
OTHER INFORMATION
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22
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23
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24
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- 2
-
PART I. FINANCIAL INFORMATION
Item 1. Financial
Statements
AUTOWEB,
INC.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE
SHEETS
(Amounts
in thousands, except share data)
|
March
31,
2021
|
December
31,
2020
|
Assets
|
|
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$11,218
|
$10,803
|
Restricted
cash
|
4,307
|
4,304
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Accounts receivable, net of
allowances for bad debts and customer credits of $307 and $406 at
March 31, 2021 and December 31, 2020,
respectively
|
13,916
|
13,955
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Prepaid expenses and other
current assets
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690
|
847
|
Total current
assets
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30,131
|
29,909
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Property and equipment,
net
|
3,080
|
2,953
|
Right-of-use
assets
|
2,668
|
2,892
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Intangible assets,
net
|
4,331
|
4,733
|
Other
assets
|
551
|
642
|
Total
assets
|
$40,761
|
$41,129
|
Liabilities
and Stockholders’ Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$8,131
|
$7,233
|
Borrowings under revolving
credit facility
|
10,207
|
10,185
|
Accrued employee-related
benefits
|
1,568
|
2,123
|
Other accrued expenses and
other current liabilities
|
511
|
538
|
Current portion of the PPP
Loan
|
—
|
1,384
|
Current portion of lease
liabilities
|
1,020
|
1,015
|
Current portion of
financing debt
|
66
|
65
|
Total current
liabilities
|
21,503
|
22,543
|
Lease liabilities, net of
current portion
|
1,944
|
2,191
|
Financing debt, net of
current portion
|
44
|
60
|
Total
liabilities
|
23,491
|
24,794
|
Commitments and
contingencies (Note 9)
|
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|
Stockholders’
equity:
|
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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, 2021 and December 31, 2020, respectively.
|
—
|
—
|
Common stock, $0.001 par
value; 55,000,000 shares authorized, 13,443,909 and 13,169,204
shares issued and outstanding at March 31, 2021 and December 31,
2020, respectively
|
13
|
13
|
Additional paid-in
capital
|
366,712
|
366,087
|
Accumulated
deficit
|
(349,455)
|
(349,765)
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Total stockholders’
equity
|
17,270
|
16,335
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Total liabilities and
stockholders’ equity
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$40,761
|
$41,129
|
See
accompanying notes to unaudited condensed consolidated financial
statements.
- 3
-
AUTOWEB,
INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts
in thousands, except per-share data)
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
|
|
|
Revenues:
|
|
|
Lead
generation
|
$14,186
|
$18,460
|
Digital
advertising
|
3,694
|
6,012
|
Total
revenues
|
17,880
|
24,472
|
Cost of
revenues
|
12,071
|
19,115
|
Gross
profit
|
5,809
|
5,357
|
Operating
expenses:
|
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Sales and
marketing
|
2,200
|
2,132
|
Technology
support
|
1,367
|
1,857
|
General and
administrative
|
3,132
|
3,943
|
Depreciation and
amortization
|
204
|
722
|
Total operating
expenses
|
6,903
|
8,654
|
|
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Operating
loss
|
(1,094)
|
(3,297)
|
Interest and other
(expense) income:
|
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Interest (expense) income,
net
|
(251)
|
(832)
|
Other income
(expense)
|
1,655
|
68
|
Total interest and other
(expense) income
|
1,404
|
(4,061)
|
Net income
(loss)
|
$310
|
$(4,061)
|
|
|
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Basic income (loss) per
common share
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$0.02
|
$(0.31)
|
|
|
|
Diluted income (loss) per
common share
|
$0.02
|
$(0.31)
|
See
accompanying notes to unaudited condensed consolidated financial
statements.
- 4
-
AUTOWEB,
INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts
in thousands, except share data)
Three
Months Ended March 31, 2021
|
|||||||
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Common
Stock
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Preferred
Stock
|
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||
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Number of
Shares
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Amount
|
Number of
Shares
|
Amount
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total
|
|
|
|
|
|
|
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Balance at December 31,
2020
|
13,169,204
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$13
|
—
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$—
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$366,087
|
$(349,765)
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$16,335
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Share-based
compensation
|
—
|
—
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—
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—
|
499
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—
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499
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Issuance of common stock
upon exercise of stock options
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54,705
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—
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—
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—
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126
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—
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126
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Issuance of restricted
stock
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220,000
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—
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—
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—
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—
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—
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—
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Net
income
|
—
|
—
|
—
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—
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—
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310
|
310
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Balance at March 31,
2021
|
13,443,909
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$13
|
—
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$—
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$366,712
|
$(349,455)
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$17,270
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Three
Months Ended March 31, 2020
|
|||||||
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Common
Stock
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Preferred
Stock
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||
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Number of
Shares
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Amount
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Number of
Shares
|
Amount
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Additional
Paid-In-Capital
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Accumulated
Deficit
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Total
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|
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Balance at December 31,
2019
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13,146,831
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$13
|
—
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$—
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$364,028
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$(342,945)
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$21,096
|
Share-based
compensation
|
—
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—
|
—
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—
|
509
|
—
|
509
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Net
loss
|
—
|
—
|
—
|
—
|
—
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(4,061)
|
(4,061)
|
Balance at March 31,
2020
|
13,146,831
|
$13
|
—
|
$—
|
$364,537
|
$(347,006)
|
$17,544
|
See
accompanying notes to unaudited condensed consolidated financial
statements.
- 5
-
AUTOWEB,
INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in thousands)
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
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Cash flows from operating
activities:
|
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Net income
(loss)
|
$310
|
$(4,061)
|
Adjustments to reconcile
net income (loss) to net cash used in operating
activities:
|
|
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Depreciation and
amortization
|
641
|
1,212
|
Provision for bad debts,
net of recoveries
|
(177)
|
12
|
Provision for customer
credits
|
137
|
92
|
Forgiveness of the PPP
Loan
|
(1,384)
|
—
|
Share-based
compensation
|
499
|
509
|
Amortization of
right-of-use assets
|
224
|
396
|
Changes in assets and
liabilities:
|
|
|
Accounts
receivable
|
79
|
3,127
|
Prepaid expenses and other
current assets
|
157
|
97
|
Other
assets
|
91
|
(103)
|
Accounts
payable
|
598
|
(1,273)
|
Accrued expenses and other
current liabilities
|
(583)
|
(560)
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Lease
liabilities
|
(242)
|
(402)
|
Net cash provided by (used
in) operating activities
|
350
|
(954)
|
Cash flows from investing
activities:
|
|
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Purchases of property and
equipment
|
(66)
|
(103)
|
Net cash used in investing
activities
|
(66)
|
(103)
|
Cash flows from financing
activities:
|
|
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Borrowings under PNC credit
facility
|
—
|
28,564
|
Payments under PNC credit
facility
|
—
|
(32,308)
|
Borrowings under CNC credit
facility
|
18,144
|
8,001
|
Payments under CNC credit
facility
|
(18,121)
|
(1,290)
|
Proceeds from exercise of
stock options
|
126
|
—
|
Payments under financing
agreement
|
(15)
|
—
|
Net cash provided by
financing activities
|
134
|
2,967
|
Net increase in cash and
cash equivalents and restricted cash
|
418
|
1,910
|
Cash and cash equivalents
and restricted cash, beginning of period
|
15,107
|
5,946
|
Cash and cash equivalents
and restricted cash, end of period
|
$15,525
|
$7,856
|
|
|
|
Reconciliation of cash and
cash equivalents and restricted cash
|
|
|
Cash and cash equivalents
at beginning of period
|
$10,803
|
$892
|
Restricted cash at
beginning of period
|
4,304
|
5,054
|
Cash and cash equivalents
and restricted cash at beginning of period
|
$15,107
|
$5,946
|
|
|
|
Cash and cash equivalents
at end of period
|
$11,218
|
$7,354
|
Restricted cash at end of
period
|
4,307
|
502
|
Cash and cash equivalents
and restricted cash at end of period
|
$15,525
|
$7,856
|
|
|
|
Supplemental disclosure of
cash flow information:
|
|
|
Cash refunds for income
taxes
|
$—
|
$381
|
Cash paid for
interest
|
$215
|
$323
|
Supplemental disclosure of
non-cash financing activities:
|
|
|
Right-of-use assets
obtained in exchange for operating lease
liabilities
|
$—
|
$1,501
|
Purchases on account
related to capitalized software
|
$300
|
$—
|
See
accompanying notes to unaudited condensed consolidated financial
statements.
- 6
-
AUTOWEB,
INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1.
Organization
and Operations
AutoWeb, Inc.
(“AutoWeb” or the “Company”) is a digital marketing company for
the automotive industry that assists automotive retail dealers
(“Dealers”) and
automotive manufacturers (“Manufacturers”) market and sell
new and used vehicles to consumers through its programs for online
lead and traffic referrals, dealer marketing products and services,
and online advertising.
The Company’s
consumer-facing automotive websites (“Company
Websites”) provide
consumers with information and tools to aid them with their
automotive purchase decisions and the ability to submit inquiries
requesting Dealers to contact the consumers regarding purchasing or
leasing vehicles (“Leads”). Leads are internally generated from
Company Websites or acquired from third parties that generate Leads
from their websites.
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 of the Company’s
network of automotive publishers, they are presented with relevant
offers on a timely basis and, upon the consumer clicking on the
displayed advertisement, are sent to the appropriate website
location of one of the Company’s Dealer, Manufacturer or
advertising customers.
2.
Basis of
Presentation
The accompanying
unaudited condensed consolidated financial statements are presented
on the same basis as the Company’s Annual Report on Form
10-K for the year ended December 31, 2020
(“2020 Form 10-K”)
filed with the Securities and Exchange Commission
(“SEC”). AutoWeb has made its
disclosures in accordance with U.S. generally accepted accounting
principles (“GAAP”) for interim financial information and
with the instructions to Form 10-Q and Rule 8-03 of Regulation
S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial
statements. In the opinion of Company management, all
adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation with respect to interim financial
statements, have been included. The unaudited condensed
consolidated statement of operations and cash flows for the period
ended March 31, 2021, are not necessarily indicative of the
results of operations or cash flows expected for the year or any
other period. The unaudited condensed consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements and the notes thereto in the 2020
Form 10-K.
References to amounts in
the consolidated financial statement sections are in thousands,
except share and per share data, unless otherwise
specified.
As of March 31,
2021 and December 31, 2020, restricted cash primarily consisted of
pledged cash pursuant to the CIT Northbridge Credit LLC
(“CNC
Credit Agreement”)
discussed in Note 11.
In
early 2020 and continuing as of the date of this Quarterly Report
on Form 10-Q, the outbreak of coronavirus has led to quarantines
and stay-at-home/work-from-home orders in a number of countries,
states, cities and regions and the closure or limited access to
public and private offices, businesses and facilities, worldwide,
causing widespread disruptions to travel, economic activity and
financial markets. The pandemic has led the Company’s
Manufacturer and Dealer customers to experience disruptions in the
(i) supply of vehicle and parts inventories, (ii) ability and
willingness of consumers to visit automotive dealerships to
purchase or lease vehicles, and (iii) overall health, safety and
availability of their labor force. Manufacturers have also shut
down assembly plants, adversely impacting inventories of new
vehicles. Volatility in the financial markets, concerns about
exposure to the virus, governmental quarantines,
stay-at-home/work-from-home orders, business closures and
employment furloughs and layoffs have also impacted consumer
confidence and willingness to visit dealerships and to purchase or
lease vehicles. High unemployment rates and lower consumer
confidence may continue even after stay-at-home/work-from-home
orders and business closures have ended. These disruptions have
impacted the willingness or desire of the Company’s customers
to acquire vehicle Leads or other digital marketing services from
the Company. The Company is also experiencing direct disruptions in
the Company’s operations due to the overall health and safety
of, and concerns for, the Company’s labor force and as a
result of governmental “social distancing” programs,
quarantines, travel restrictions and stay-at-home/work-from-home
orders, leading to office closures, operating from employee homes
and restrictions on the Company’s employees traveling to the
Company’s various offices.
In
addition to the continued impact of the coronavirus pandemic on
supply chains and vehicle inventories and sales, Manufacturers have
also experienced significant disruption in the supply of
semiconductor chips required for new vehicles due to a worldwide
shortage of these chips. As a result, the ability of Manufacturers
to maintain regular production output of certain vehicles, and the
corresponding reduction in available new vehicle inventories, have
adversely impacted vehicle sales. Further disrupting the automotive
industry and the number of vehicles available for sale or lease are
disruptions in the supply of seat foam and rubber, which is a key
material used in tires as well as other components of new
vehicles.
The Company is unable to predict the continuing
extent, duration and impact of the pandemic and supply chain
disruptions on the automotive industry in general, and on the
Company’ business and operations specifically. Vehicle sales
have declined, and the Company continues to experience
cancellations or suspensions of purchases of Leads and other
digital marketing services by the Company’s customers, which
could materially and adversely affect the Company’s
future business, results of operations, financial condition,
earnings per share, cash flow or the trading price of our stock
(individually and collectively referred to as the
Company’s“financial
performance”). In light of the impact of the
pandemic and supply chain disruptions, the Company has taken steps to reduce the
Company’s overall lead and click generation efforts and
corresponding costs to better align the Company’s volumes
with industry demand and consumer intent and ability to purchase or
lease vehicles. The Company
will continue to evaluate these and other cost reduction measures,
and explore all options available to the Company, in order to
minimize the impact of these events on the
Company.
- 7
-
3.
Recent
Accounting Pronouncements
The Company has reviewed
all recently issued accounting pronouncements and concluded that
they were either not applicable or not expected to have a material
impact to its consolidated financial
statements.
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”) contract assets or
contract liabilities that arise from past performance but require a
further performance before the obligation can be fully satisfied
must be identified and recorded on the balance sheet until
respective settlements have been met.
The Company has two main
revenue sources – Lead Generation and Digital Advertising.
Accordingly, the Company recognizes revenue for each source as
described below:
●
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-party wholesale
suppliers for (i) the Company’s click traffic program, (ii)
display advertising on the Company’s websites and (iii) email
and other direct marketing. Revenue is recognized in the period
advertisements are displayed on the Company’s Websites or the
period in which clicks have been delivered, as applicable. The
Company recognizes revenue from the delivery of action-based
advertisement (including email and other direct marketing) in the
period in which a user takes the action for which the marketer
contracted with the Company. For advertising revenue arrangements
where the Company is not the principal, the Company recognizes
revenue on a net basis.
Variable
Consideration
Leads are generally sold with a right-of-return
for services that do not meet customer requirements as specified by
the relevant contract. Some
leads also are subject to pricing adjustments based upon their
subsequent conversion into vehicle sales. Rights-of-returns and
lead conversions are estimable, and provisions for these estimates
are recorded as a reduction in revenue by the Company in the period
revenue is recognized, and thereby accounted for as variable
consideration. The Company includes the allowance for customer
credits in its net accounts receivable balances on the
Company’s balance sheet at period end. Allowance for customer
credits approximated $153,000 and $64,000 as of March 31, 2021 and
December 31, 2020, respectively.
Contract Assets and Contract
Liabilities
Unbilled
Revenue
Timing of revenue recognition may differ from
the timing of invoicing to customers. The Company records a
receivable when revenue is recognized prior to invoicing. From time
to time, the Company may have balances on its balance sheet
representing revenue that has been recognized by the Company upon
satisfaction of performance obligations and earning a right to
receive payment. These not-yet-invoiced receivable balances are
driven by the timing of administrative transaction processing, and
are not indicative of partially complete performance obligations or
unbilled revenue.
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 typical for the Company. The Company had zero
deferred revenue included in its consolidated balance sheets as of
March 31, 2021 and December 31, 2020. Payment terms and conditions
can vary by contract type. Generally, payment terms within the
Company’s customer contracts include a requirement of payment
within 30 to 60 days from date of invoice. Typically, customers
make payments after receipt of invoice for billed services, and
less typically, in advance of rendered
services.
The
Company has not made any significant changes in applying ASC 606
during the three months ended March 31,
2021.
- 8
-
Disaggregation of
Revenue
The
Company disaggregates revenue from contracts with customers by
revenue source and has determined that disaggregating revenue into
these categories 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 months ended March 31, 2021 and
2020. Revenue is recognized net of allowances for returns and any
taxes collected from customers, which are subsequently remitted to
governmental authorities.
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
|
|
|
Lead
generation
|
$14,186
|
$18,460
|
Digital
advertising
|
|
|
Clicks
|
2,932
|
5,349
|
Display and other
advertising
|
762
|
663
|
Total digital
advertising
|
3,694
|
6,012
|
|
|
|
Total
revenues
|
$17,880
|
$24,472
|
5.
Net
Income (Loss) Per Share and Stockholders’
Equity
Basic net income (loss) per
share is computed using the weighted average number of common
shares outstanding during the period, excluding any unvested
restricted stock. Diluted net income (loss) per share is computed
using the weighted average number of common shares, and if
dilutive, potential common shares outstanding, as determined under
the treasury stock and if-converted methods, during the period.
Potential common shares consist of unvested restricted stock,
common shares issuable upon the exercise of stock options and the
exercise of warrants.
The following are the share
amounts utilized to compute the basic and diluted net
income (loss) per share for the three months ended March 31,
2021 and 2020, respectively:
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
Basic
Shares:
|
|
|
Weighted average common
shares outstanding
|
13,253,050
|
13,146,831
|
Weighted average unvested
restricted stock
|
(75,944)
|
(13,333)
|
Basic
Shares
|
13,177,106
|
13,133,498
|
|
|
|
Diluted
Shares:
|
|
|
Basic
shares
|
13,177,106
|
13,133,498
|
Weighted average dilutive
securities
|
140,281
|
—
|
Diluted
Shares
|
13,317,387
|
13,133,498
|
For the three months ended
March 31, 2021, weighted average dilutive securities included
dilutive options and restricted stock awards. For the three
months ended March 31, 2020, the Company’s basic and diluted
net loss per share are the same because the Company generated a net
loss for the period and potentially dilutive securities are
excluded from diluted net loss per share because they have an
anti-dilutive impact.
For the three months ended
March 31, 2021 and 2020, 4.4 million and 4.5 million, respectively,
of potentially anti-dilutive securities related to common stock
have been excluded from the calculation of diluted net earnings per
share.
- 9
-
6.
Share-Based
Compensation
Share-based compensation
expense is included in costs and expenses in the Unaudited
Condensed Consolidated Statements of Operations as
follows:
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
|
|
|
Share-based compensation
expense:
|
|
|
Sales and
marketing
|
$30
|
$32
|
Technology
support
|
11
|
27
|
General and
administrative
|
458
|
450
|
Share-based compensation
costs
|
499
|
509
|
|
|
|
Total share-based
compensation costs
|
$499
|
$509
|
Service-Based
Options. The Company
granted the following service-based options for the three months
ended March 31, 2021 and 2020,
respectively:
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
|
|
|
Number of service-based
options granted
|
765,000
|
460,000
|
Weighted average grant date
fair value
|
$1.82
|
$1.09
|
Weighted average exercise
price
|
$2.60
|
$2.00
|
These options are
valued using a Black-Scholes option pricing model. Options issued
to employees generally vest one-third on the first anniversary of
the grant date and ratably over twenty-four months
thereafter. The vesting of these awards is contingent
upon the employee’s continued employment with the Company
during the vesting period and vesting may be accelerated under
certain conditions, including upon a change in control of the
Company and, in the case of certain officers of the Company,
termination of employment by the Company without cause and
voluntary termination of employment by such officer with good
reason. Options issued to non-employee directors generally vest
monthly over a 12-month period and vesting may be accelerated under
certain conditions, including upon a change in control of the
Company and upon the termination of service as a director of the
Company in the event such termination of service is due to
resignation, failure to be re-elected, failure to be nominated for
re-election, or without removal for cause.
Restricted Stock
Awards. The Company
granted an aggregate of 220,000 restricted stock awards
(“RSAs”) in the first quarter of 2021 to certain
executive officers of the Company. The RSAs are
service-based and the forfeiture restrictions lapse with respect to
one-third of the restricted stock on each of the first, second and
third anniversaries of the date of the award. Lapsing of
the forfeiture restrictions may be accelerated in the event of a
change in control of the Company and will accelerate upon the death
or disability of the holder of the RSAs.
The grant date fair value
of stock options granted during these periods was estimated using
the following weighted average assumptions:
|
Three Months Ended
March
31,
|
|
|
2021
|
2020
|
|
|
|
Dividend
yield
|
—
|
—
|
Volatility
|
94.4%
|
68%
|
Risk-free interest
rate
|
0.7%
|
1.1%
|
Expected life
(years)
|
4.8
|
4.5
|
- 10
-
Stock option
exercises. The
following stock options were exercised during the three months
ended March 31, 2021 and 2020,
respectively:
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
|
|
|
Number of stock options
exercised
|
54,705
|
—
|
Weighted average exercise
price
|
$2.30
|
$—
|
7.
Selected
Balance Sheet Accounts
Property and
Equipment. Property
and equipment consist of the following:
|
March
31,
2021
|
December
31,
2020
|
|
|
|
Computer software and
hardware
|
$4,938
|
$4,940
|
Capitalized internal use
software
|
7,390
|
7,391
|
Furniture and
equipment
|
1,105
|
935
|
Leasehold
improvements
|
883
|
884
|
Construction in
progress
|
1,001
|
805
|
|
15,317
|
14,955
|
Less—Accumulated
depreciation and amortization
|
(12,237)
|
(12,002)
|
Property and
Equipment, net
|
$3,080
|
$2,953
|
Concentration of Credit Risk
and Risks Due to Significant Customers. Financial instruments that potentially
subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents and accounts receivable.
Cash and cash equivalents are primarily maintained with high credit
quality financial institutions in the United States. Deposits held
by banks exceed the amount of insurance provided for such
deposits.
Accounts receivable are
primarily derived from fees billed to Dealers and Manufacturers.
The Company generally requires no collateral to support its
accounts receivables and maintains an allowance for bad debts for
potential credit losses.
The Company has a
concentration of credit risk with its accounts receivable balances.
Approximately 59%, or $8.3 million, of gross accounts receivable at
March 31, 2021, and approximately 41% of total revenues for the
quarter ended March 31, 2021, are related to Urban Science
Applications (which represents several Manufacturer programs),
Carat Detroit (which represents General Motors), Autodata Solutions
and Ford Direct. For 2020, approximately 38%, or $8.2 million, of
gross accounts receivable at March 31, 2020, and approximately 34%
of total revenues for the quarter ended March 31, 2020, are related
to Urban Science Applications, Carat Detroit and
Media.net.
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 will be amortized over the following estimated
useful lives:
|
|
March
31, 2021
|
December
31, 2020
|
||||
Definite-Lived
Intangible Asset
|
Estimated
Useful Life
|
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
|
|
|
|||||
Trademarks/trade
names/licenses/ domains
|
3 – 7
years
|
$16,589
|
$(16,091)
|
$498
|
$16,589
|
$(15,961)
|
$628
|
Customer
relationships
|
2 – 5
years
|
19,563
|
(19,563)
|
—
|
19,563
|
(19,563)
|
—
|
Developed
technology
|
5 – 7
years
|
8,955
|
(7,322)
|
1,633
|
8,955
|
(7,050)
|
1,905
|
|
$45,107
|
$(42,976)
|
$2,131
|
$45,107
|
$(42,574)
|
$2,533
|
- 11
-
|
|
March
31, 2021
|
December
31, 2020
|
||||
Indefinite-Lived
Intangible Asset
|
Estimated
Useful Life
|
Gross
|
Accumulated
Amortization
|
Net
|
Gross
|
Accumulated
Amortization
|
Net
|
|
|
|
|
|
|
|
|
Domain
|
Indefinite
|
$2,200
|
$—
|
$2,200
|
$2,200
|
$—
|
$2,200
|
Amortization expense is
included in “Cost of revenues” and “Depreciation
and amortization” in the Unaudited Condensed Consolidated
Statements of Operations. Amortization expense was $0.4 million and
$0.9 million for the three months ended March 31, 2021 and 2020,
respectively.
Amortization expense for
the remainder of the year and for future years is as
follows:
Year
|
Amortization
Expense
|
|
|
2021
|
$1,097
|
2022
|
902
|
2023
|
86
|
2024
|
46
|
|
$2,131
|
Accrued Expenses and Other
Current Liabilities. Accrued expenses and other current
liabilities consisted of the following:
|
March
31,
2021
|
December
31,
2020
|
|
|
|
Accrued employee-related
benefits
|
$1,568
|
$2,123
|
Other accrued expenses and
other current liabilities:
|
|
|
Other accrued
expenses
|
101
|
143
|
Amounts due to
customers
|
82
|
94
|
Other current
liabilities
|
328
|
301
|
Total other accrued
expenses and other current liabilities
|
511
|
538
|
|
|
|
Total accrued expenses and
other current liabilities
|
$2,079
|
$2,661
|
8.
Leases
The Company
determines if an arrangement is a lease at inception. Right-of-use
(“ROU”) assets represent the Company’s
right to use an underlying asset for the lease term and lease
liabilities represent the obligation to make lease payments arising
from the lease. Operating lease ROU assets and liabilities are
recognized at commencement date of the lease based on the present
value of lease payments over the lease term. The Company has lease
arrangements for certain equipment and facilities that typically
have original terms not exceeding five years and, in some cases,
contain automatic renewal provisions that provide for multiple year
renewal terms unless either party, prior to the then-expiring term,
notifies the other party of the intention not to renew the
lease. The Company’s lease terms may also include
options to terminate the lease when it is reasonably certain that
the Company will exercise such options. When readily
determinable, the Company uses the implicit rate in determining the
present value of lease payments. The ROU asset also includes any
lease payments made and excludes lease incentives. Lease expense
for lease payments is recognized on a straight-line basis over the
lease term.
Lease
Liabilities. Lease
liabilities as of March 31, 2021 and December 31, 2020,
respectively, consist of the following:
|
March
31,
2021
|
December
31,
2020
|
Current portion of lease
liabilities
|
$1,020
|
$1,015
|
Long-term lease
liabilities, net of current portion
|
1,944
|
2,191
|
Total lease
liabilities
|
$2,964
|
$3,206
|
- 12
-
The Company’s
aggregate lease maturities as of March 31, 2021, are as
follows:
Year
|
|
2021 (remaining 9
months)
|
$895
|
2022
|
881
|
2023
|
797
|
2024
|
528
|
2025
|
197
|
Total minimum lease
payments
|
3,298
|
Less imputed
interest
|
(334)
|
Total lease
liabilities
|
$2,964
|
Rent expense included in
operating expenses and cost of revenue was $0.3 million for the
three months ended March 31, 2021, with a weighted-average
remaining lease term of 2.8 years and a weighted-average discount
rate of 6.25%. Rent expense included in operating expenses and cost
of revenue was $0.5 million for the three months ended
March 31, 2020, with a weighted average remaining lease term
of 2.0 years and a weighted-average discount rate of
6.25%.
9.
Commitments
and Contingencies
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 be involved in litigation matters arising from the
normal course of its business operations. Such litigation, even if
not meritorious, could result in substantial costs and diversion of
resources and management attention, and an adverse outcome in
litigation could materially adversely affect its business, results
of operations, financial condition, and cash flows. The Company
assesses the likelihood of any adverse judgments or outcomes of
these matters as well as potential ranges of probable losses. The
Company records a loss contingency when an unfavorable outcome is
probable, and the amount of the loss can be reasonably estimated.
The amount of allowances required, if any, for these contingencies
is determined after analysis of each individual case. The amount of
allowances may change in the future if there are new material
developments in each matter. Gain contingencies are not
recorded until all elements necessary to realize the revenue are
present. Any legal fees incurred in connection with a contingency
are expensed as incurred.
10.
Income
Taxes
On an interim basis, the
Company estimates what its anticipated annual effective tax rate
will be and records a quarterly income tax provision in accordance
with the estimated annual rate, 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
create fluctuations in the overall effective tax rate from period
to period.
Due to overall cumulative
losses incurred in recent years, the Company maintained a valuation
allowance against its deferred tax assets as of March 31, 2021 and
December 31, 2020. The Company’s effective tax rate for the
three months ended March 31, 2021, differed from the U.S. federal
statutory rate primarily due to operating losses that receive no
tax benefit as a result of a valuation allowance recorded against
the Company's existing tax assets. The total amount of unrecognized
tax benefits, excluding associated interest and penalties, was $0.2
million as of March 31, 2021, all of which, if subsequently
recognized, would have affected the Company's tax
rate.
As of March 31, 2021
and December 31, 2020, there were no accrued interest and
penalties related to uncertain tax positions. The Company
recognizes interest and penalties related to uncertain tax
positions as a component of income tax expense, and the accrued
interest and penalties are included in deferred and other long-term
liabilities in the Company’s unaudited condensed consolidated
balance sheets. There were no material interest or penalties
included in income tax expense for the three months ended
March 31, 2021 and 2020.
- 13
-
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 2017 are not subject to examination by the U.S.
Internal Revenue Service. Generally,
for the majority of state jurisdictions where the Company does
business, periods prior to calendar year 2016 are no longer subject
to examination. The Company does not anticipate a significant
change to the total amount of unrecognized tax benefits within the
next twelve months.
In response to the
coronavirus pandemic, the Coronavirus Aid, Relief and Economic
Security Act (“CARES Act”) was signed into law in March 2020. The
CARES Act lifts certain deduction limitations originally imposed by
the Tax Cuts and Jobs Act (“TCJA”). Corporate taxpayers may carryback net
operating losses originating during 2018 through 2020 for up to
five years, which was not previously allowed under the TCJA. The
CARES Act also eliminates the 80% of taxable income limitations by
allowing corporate entities to fully utilize NOL carryforwards to
offset taxable income in 2018, 2019 or
2020.
Taxpayers may generally
deduct interest up to the sum of 50% of adjusted taxable income
plus business interest income (30% limit under the TCJA) for tax
years beginning January 1, 2019 and 2020. The CARES Act allows
taxpayers with alternative minimum tax credits to claim a refund in
2020 for the entire amount of the credits instead of recovering the
credits through refunds over a period of years, as originally
enacted by the TCJA. The enactment of the CARES Act did not result
in any material adjustments to the Company’s income tax
provision for the three months ended March 31, 2021, or to its net
deferred tax assets as of March 31, 2021.
On December 27,
2020, President Trump signed into law the Consolidated
Appropriations Act of 2021 (the “Act”). The Act enhances and expands
certain provisions of the CARES Act. The Act permits
taxpayers whose Paycheck Protection Program loans
(“PPP
Loan”) are forgiven to
deduct the expenses relating to their loans to the extent they
would otherwise qualify as ordinary and necessary business
expenses. This rule applies retroactively to the effective date of
the CARES Act, so that expenses paid using funds from PPP loans
previously issued under the CARES Act are deductible, regardless of
when the loan was forgiven. The Company’s $1.4 million
PPP loan was completely forgiven in January 2021 and the expenses
are currently deductible on the Company’s 2020 federal tax
return.
11.
Debt
On April 30, 2019,
the Company entered into a $25.0 million Revolving Credit and
Security Agreement (“PNC Credit
Agreement”) with PNC
Bank, N.A. (“PNC”) as agent, and the Company’s U.S.
subsidiaries Car.com, Inc., Autobytel, Inc., and AW GUA USA, Inc.
(“Company U.S.
Subsidiaries”). The
obligations under the PNC Credit Agreement were guaranteed by the
Company’s U.S. subsidiaries and secured by a first priority
lien on all of the Company’s and the Company U.S.
subsidiaries’ tangible and intangible assets. The PNC Credit
Agreement provided a subfacility of up to $5.0 million for letters
of credit. The PNC Credit Agreement was to expire on April 30,
2022.
The interest rates
per annum applicable to borrowings under the PNC Credit Agreement
were, at the Company’s option (subject to certain
conditions), equal to either a domestic rate
(“Domestic Rate
Loans”) or a LIBOR rate
for one, two, or three-month interest periods chosen by the Company
(“LIBOR Rate
Loans”), plus the
applicable margin percentage of 2% for Domestic Rate Loans and 3%
for LIBOR Rate Loans. The domestic rate for Domestic Rate Loans
would be the highest of (i) the base commercial lending rate of the
lender, (ii) the overnight bank funding rate plus 0.50%, or (iii)
the LIBOR rate plus 1.00% so long as the daily LIBOR rate is
offered, ascertainable and not unlawful. The PNC Credit Agreement
also provided for commitment fees ranging from 0.5% to 1.5% applied
to unused funds (with the applicable fee based on quarterly average
borrowings) but with the fees fixed at 1.5% until September 30,
2019. Fees for letters of credit were to be equal to 3% for LIBOR
Rate Loans, with a fronting fee for each Letter of Credit in an
amount equal to 0.5% of the daily average aggregate undrawn amount
of all letters of credit outstanding. The Company was required to
maintain a $5.0 million pledged interest-bearing deposit account
with the lender until the Company’s consolidated EBITDA is
greater than $10.0 million.
- 14
-
On October 29,
2019, the Company, the Company’s U.S. subsidiaries, and PNC
entered into a First Amendment to the PNC Credit Agreement
(“PNC
Credit Agreement First Amendment”) that provided for an amended financial
covenant related to the Company’s minimum required EBITDA (as
defined in the PNC Credit Agreement). This amended financial
covenant required the Company to maintain its consolidated EBITDA
(as defined in the PNC Credit Agreement) at stated minimum levels
(i) of $0.7 million for the quarter ended September 30, 2019; (ii)
$250,000 for the month of October 2019; (iii) $600,000 for the two
months ended November 30, 2019; and ranging from $3.6 million to
$7.5 million for the later periods set forth in the PNC Credit
Agreement First Amendment during the remaining term of the PNC
Credit Agreement. In addition, the PNC Credit Agreement First
Amendment added a new financial covenant requiring the Company to
maintain at least a 1.20 to 1.00 Fixed Charge Coverage Ratio (as
defined in the PNC Credit Agreement First Amendment) for the
periods set forth in the PNC Credit Agreement First Amendment. If
the Company failed to comply with the minimum EBITDA requirements
or the Fixed Charge Coverage Ratio, the Company had the right to
cure (“Cure Right”) through the application of the proceeds
from the sale of new equity interests in the Company, subject to
the conditions set forth in the PNC Credit Agreement First
Amendment. The Cure Right could not be exercised more than three
times during the term of the PNC Credit Agreement and any proceeds
from a sale of equity interests could not be less than the greater
of (i) the amount required to cure the applicable default; and (ii)
$500,000.
On January 16,
2020, the Company received a notice of event of default and
reservation of rights (“Default
Notice”) from PNC Bank
under the PNC Credit Agreement advising the Company that an event
of default had occurred and was continuing under Section 10.3 of
the PNC Credit Agreement by reason of the Company’s failure
to deliver to PNC the financial statements and related compliance
certificate for the month ended November 30, 2019. Although not
covered by the Default Notice at the time, the Company also was not
in compliance with the minimum EBITDA financial covenant under the
PNC Credit Agreement. As a result of the Default Notice, PNC
increased the interest rate under the PNC Credit Agreement by 2.0%
per annum.
On March 26, 2020,
the Company fully paid the PNC Credit Agreement, at which time it
was terminated, and in conjunction with the termination of the PNC
Credit Agreement, on March 26, 2020, the Company entered into a
$20.0 million Loan, Security and Guarantee Agreement
(“CNC
Credit Agreement”) with
CIT Northbridge Credit LLC, as agent (the
“Agent”),
and the Company’s U.S. subsidiaries. The CNC Credit Agreement
provides for a $20.0 million revolving credit facility with
borrowings subject to availability based primarily on limits of 85%
of eligible billed accounts receivable and 75% against eligible
unbilled accounts receivable. The obligations under the CNC Credit
Agreement are guaranteed by the Company’s U.S. subsidiaries
and secured by a first priority lien on all of the Company’s
and the Company’s U.S. subsidiaries’ tangible and
intangible assets. The CNC Credit Agreement has an average minimum
borrowing usage requirement of an average of
$10,000,000.
As of March 31, 2021, the
Company had $10.2 million outstanding under the CNC Credit
Agreement and approximately $1.2 million of net availability. To
increase the borrowing base sufficient enough to meet the minimum
borrowing usage requirement, the Company on June 29, 2020, placed
$3.0 million into a restricted cash account that provided for
greater availability under the CNC Credit Agreement. The Company
placed an additional $1.0 million into the same restricted cash
account in December 2020. The Company can borrow up to 97.5%
of the total restricted cash amount. The restricted cash accrues
interest at a variable rate currently averaging 0.25% per
annum.
Financing costs related to
the CNC Credit Agreement, net of accumulated amortization, of
approximately $0.3 million, have been deferred over the initial
term of the loan and are included in other assets as of March 31,
2021. The interest rate per annum applicable to borrowings under
the CNC Credit Agreement is the LIBO plus 5.5%. The LIBO Rate is
equal to the greater of (i) 1.75%, and (ii) the rate determined by
the Agent to be equal to the quotient obtained by dividing (1) the
LIBO Base Rate (i.e., the rate per annum determined by Agent to be
the offered rate that appears on the applicable Bloomberg page) for
the applicable LIBOR Loan for the applicable interest period by (2)
one minus the Eurodollar Reserve Percentage (i.e., the reserve
percentage in effect under regulations issued from time to time by
the Board of Governors of the Federal Reserve System for
determining the maximum reserve requirement with respect to
Eurocurrency funding for the applicable LIBOR Loan for the
applicable interest period). If adequate and reasonable means do
not exist for ascertaining or the LIBOR rate is no longer
available, the Company and the Agent may amend the CNC Credit
Agreement to replace LIBOR with an alternate benchmark rate. If no
LIBOR successor rate is determined, the obligation of the lenders
to make or maintain LIBOR loans will be suspended and the LIBO Base
Rate component will no longer be utilized in determining the base
rate.
If, due to any circumstance
affecting the London interbank market, the Agent determines that
adequate and fair means do not exist for ascertaining the LIBO Rate
on any applicable date (and such circumstances that are identified
in the next two paragraphs below are not covered or governed by
such provisions below), then until the Agent determines that such
circumstance no longer exists, the obligation of lenders to make
LIBOR Loans will be suspended and, if requested by the Agent, the
Company must promptly, at its option, either (i) pay all such
affected LIBOR Loans or (ii) convert such affected LIBOR Loans into
loans that bear reference to the Base Rate plus the Applicable
Margin.
- 15
-
If the Agent determines
that for any reason (i) dollar deposits are not being offered to
banks in the London interbank Eurodollar market for the applicable
loan amount or applicable interest period, (ii) adequate and
reasonable means do not exist for determining the LIBO Rate for the
applicable interest period, or (iii) LIBOR for the applicable
interest period does not adequately and fairly reflect the cost to
the lenders of funding a loan, then the lenders’ obligation
to make or maintain LIBOR Loans will be suspended to the extent of
the affected LIBOR Loan or interest period until all such loans are
converted to loans bearing interest at the Base Rate (as defined
below) plus the Applicable Margin (as specified
below).
However, if Agent
determines that (i) adequate and reasonable means do not exist for
ascertaining LIBOR for any requested interest period and such
circumstances are unlikely to be temporary; (ii) the administrator
of the LIBOR screen rate or a governmental authority having
jurisdiction over the Agent has made a public statement identifying
a specific date after which LIBOR or the LIBOR screen rate shall no
longer be made available, or used for determining the interest rate
of loans (“Scheduled Unavailability
Date”); or (iii)
syndicated loans currently being executed, or that include language
similar to that contained in this paragraph are being executed or
amended to incorporate or adopt a new benchmark interest rate to
replace LIBOR, then Agent and the Company may amend the CNC Credit
Agreement to replace LIBOR with an alternate benchmark rate
(“LIBOR Successor
Rate”) and any such
amendment will become effective unless lenders holding more than
50% in value of the loans or commitments under the CNC Credit
Agreement do not accept such amendment. If no LIBOR Successor Rate
has been determined and the circumstances under clause (i) above
exist or the Scheduled Unavailability Date has
occurred, (x) the obligation of lenders to make or
maintain LIBOR Loans will be suspended (to the extent of the
affected LIBOR Loans or interest periods), and (y) the LIBO
Base Rate component will no longer be utilized in determining the
Base Rate. The Base Rate for any day is a fluctuating rate
per annum equal to the highest of: (i) the Federal Funds Rate plus
1/2 of 1%; (ii) the rate of interest in effect for such day as
publicly announced from time to time by JPMorgan Chase Bank, N.A.
as its “prime rate” in effect for such day; or (iii)
the most recently available LIBO Base Rate (as adjusted by any
minimum LIBO Rate floor) plus 1%. The Applicable Margin is equal to
5.50%. The CNC Credit Agreement expires on March 26,
2023.
On April 16, 2020,
the Company received a PPP Loan in the amount of approximately
$1.38 million from PNC pursuant to the PPP administered by the
United States Small Business Administration
(“SBA”) under the CARES
Act.
On January 13, 2021, the
Company received a notice from PNC Bank regarding forgiveness of
the loan in the principal amount of approximately $1.38 million
that was made to the Company pursuant to the SBA PPP under the
CARES Act of 2020. The notice states that SBA has remitted to PNC a
loan forgiveness payment equal to $1.39 million, which constitutes
full payment and forgiveness of the principal amount of the
PPP loan and all accrued interest. In January 2021, the Company
recognized the forgiveness of the PPP Loan on its Unaudited
Condensed Consolidated Statement of Operations.
On June 10, 2020,
the Company entered into a thirty-six-month equipment financing
agreement (“Financing
Agreement”) with
Dimension Funding LLC. The Financing Agreement provides for an
advance payment of approximately $170,000 to be used to secure
furniture and fixtures for the Company’s new office location
in Irvine, California. Payments of approximately $5,300 (inclusive
of imputed interest) are made monthly under the Financing
Agreement. As of March 31, 2021, the Company has paid approximately
$61,000. The Financing Agreement will mature on December 31,
2022.
The Company’s
future commitments under the Financing Agreement as of March 31,
2021, are as follows:
Year
|
|
2021 (remaining 9
months)
|
47
|
2022
|
63
|
Total financing
debt
|
$110
|
- 16
-
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Cautionary
Note Concerning Forward-Looking Statements
The Securities and
Exchange Commission (“SEC”) encourages companies to disclose
forward-looking information so that investors can better understand
a company’s future prospects and make informed investment
decisions. This Quarterly Report on Form 10-Q contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
“anticipates,” “could,” “may,”
“estimates,” “expects,”
“projects,” “intends,” “plans,”
“believes,” “will” and words of similar
substance used in connection with any discussion of future
operations or financial performance identify forward-looking
statements. In particular, statements regarding expectations and
opportunities, industry trends, new product expectations and
capabilities, and our outlook regarding our performance and growth
are forward-looking statements. This Quarterly Report on Form 10-Q
also contains statements regarding plans, goals and objectives.
There is no assurance that we will be able to carry out our plans
or achieve our goals and objectives or that we will be able to do
so successfully on a profitable basis. These forward-looking
statements are just predictions and involve significant risks and
uncertainties, many of which are beyond our control, and actual
results may differ materially from these statements. Factors that
could cause actual outcomes or results to differ materially from
those reflected in forward-looking statements include, but are not
limited to, those discussed in this Item 2, Part II, Item 1A of
this Quarterly Report on Form 10-Q, and under the heading
“Risk Factors” in our annual report on Form 10-K for
the year ended December 31, 2020 (“2020 Form 10-K”).
Investors are urged not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date on
which they were made. Except as may be required by law, we do not
undertake any obligation, and expressly disclaim any obligation, to
update or alter any forward-looking statements, whether as a result
of new information, future events or otherwise. All forward-looking
statements contained herein are qualified in their entirety by the
foregoing cautionary statements.
The following discussion of
our results of operations and financial condition should be read in
conjunction with our unaudited condensed consolidated financial
statements and related notes included in Part I, Item 1 of this
Quarterly Report on Form 10-Q and our audited consolidated
financial statements and the notes thereto in the 2020 Form
10-K.
Our corporate
website is located at www.autoweb.com.
Information on our website is not incorporated by reference in this
Quarterly Report on Form 10-Q. At or through the Investor Relations
section of our website we make available free of charge our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and all amendments to these reports as soon as
practicable after the reports are electronically filed with or
furnished to the SEC.
Unless the context
otherwise requires, the terms “we”, “us”,
“our”, “AutoWeb” and “Company”
refer to AutoWeb, Inc. and its consolidated
subsidiaries.
Basis of
Presentation and Critical Accounting Policies
See Note 2,
Basis or
Presentation, of the Notes to
Unaudited Condensed Consolidated Financial Statements included in
Part I, Item 1 of this Quarterly Report on Form
10-Q.
We prepare our financial
statements in conformity with accounting principles generally
accepted in the United States of America, which require us to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Accordingly, actual results could differ materially from
our estimates. To the extent that there are material differences
between these estimates and our actual results, our financial
condition or results of operations may be affected. For a detailed
discussion of the application of our critical accounting policies,
see Item 7 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in the 2020
Form 10-K. There have been no changes to our critical accounting
policies since we filed our 2020 Form 10-K.
Overview
Total revenues in the first
three months of 2021 were $17.9 million compared to $24.5 million
in the first three months of 2020. The decline in total revenues
was directly related to the impact of the coronavirus pandemic on
vehicle sales and overall demand from our clients for our
products. Although our prior strategic focus often generated
higher gross revenue, the margin profile and overall quality was
lower, resulting in lower overall levels of gross profit and higher
client churn. As a part of our strategic decisions, we also shifted
focus to our core Leads, clicks and email products and services and
away from non-core products and services, such as third-party party
product offerings. This shift further negatively impacted total
revenues. Generally lower retail Leads sales levels resulting
from retail dealer participation attrition in the retail dealer
network that occurred in part of 2020 was an additional factor that
contributed to lower total revenues during the three months ending
March 31, 2021. As a result of the continued impact of
the coronavirus pandemic on vehicle sales, coupled with vehicle
inventory and supply related issues, we have continued to
intentionally operate at lower levels of media spend to match
projected industry selling rates, which provides a more accurate
reflection of true consumer demand. Dealers and consumers alike are
still contending with broader macroeconomic uncertainty, and with
this in mind, our objective is to provide the right mix of
high-quality Leads and click traffic to our customers by staying
aligned with automotive supply and demand dynamics. Finally,
the disruption from the January 2020 malware attack on the
Company’s systems also negatively impacted total revenues in
2020. In March 2021, we received an approximate $0.3 million
insurance reimbursement related to the January 2020 malware attack,
which is partially included in other income for the
quarter.
- 17
-
As we continue to work with
our traffic suppliers to optimize our SEM methodologies and further
grow our high-quality traffic streams, we are also investing in and
testing new traffic acquisition strategies and enhanced mobile
consumer experiences. Further, we continue to invest in our
pay-per-click approach to improve the consumer experience of that
product. With a more efficient traffic acquisition model emerging,
our plan for 2021 and beyond is to grow audience, improve
conversion, improve Leads and clicks delivery rates, expand
distribution, and increase retail Dealer Leads and clicks budget
capacity. We believe that this focus, along with plans to develop
new, innovative products to create a more efficient process for how
active vehicle shoppers with a vehicle in mind can be matched with
sellers that can meet the shoppers’ needs, will create
opportunities for improved quality of delivery and strengthen our
position for revenue growth.
Our lead and click
generation products have historically operated with limited
visibility due to short sales cycles and a high rate of customer
churn as clients are able to join and leave our platform with
limited notice. Our advertising business is also subject to
seasonal trends, with the first quarter of the calendar year
typically showing sequential decline versus the fourth quarter.
These factors have historically contributed to volatility in our
revenues, cost of revenues, gross profit, and gross profit
margin. We anticipate these trends will continue throughout
2021.
Although we are not able at
this time to provide any specific guidance regarding our full year
2021 financial performance with detail or accuracy, many industry
analysts have forecast improvement in new vehicle unit sales
seasonally adjusted annual rate from 14.5 million units in 2020 to
a range of 15.5-16.4 million units in 2021, or 7-13%
growth. We anticipate that our remaining 2021 financial
condition may be adversely impacted when compared to 2020 by (i)
the continuing impact of the coronavirus pandemic on vehicle sales
and on demand for our products and services; (ii) increased
competitive pressure on cost of audience acquisition that may limit
how much volume we will be able to profitably source and distribute
to our customers; (iii) the costs and revenue impact associated
with our efforts to optimize our clicks product; and (iv) the
decision to shift our focus to our core leads, clicks and email
products and services and away from non-core product and
services.
In
early 2020 and continuing as of the date of this Quarterly Report
on Form 10-Q, the outbreak of coronavirus has led to quarantines
and stay-at-home/work-from-home orders in a number of countries,
states, cities and regions and the closure or limited access to
public and private offices, businesses and facilities, worldwide,
causing widespread disruptions to travel, economic activity and
financial markets. The pandemic has led our Manufacturer and Dealer
customers to experience disruptions in the (i) supply of vehicle
and parts inventories, (ii) ability and willingness of consumers to
visit automotive dealerships to purchase or lease vehicles, and
(iii) overall health, safety and availability of their labor force.
Manufacturers have also shut down assembly plants, adversely
impacting inventories of new vehicles. Volatility in the financial
markets, concerns about exposure to the virus, governmental
quarantines, stay-at-home/work-from-home orders, business closures
and employment furloughs and layoffs have also impacted consumer
confidence and willingness to visit dealerships and to purchase or
lease vehicles. High unemployment rates and lower consumer
confidence may continue even after stay-at-home/work-from-home
orders and business closures have ended. These disruptions have
impacted the willingness or desire of our customers to acquire
vehicle Leads or other digital marketing services from us. We are
also experiencing direct disruptions in our operations due to the
overall health and safety of, and concerns for, our labor force and
as a result of governmental “social distancing”
programs, quarantines, travel restrictions and
stay-at-home/work-from-home orders, leading to office closures,
operating from employee homes and restrictions on our employees
traveling to our various offices.
In
addition to the continued impact of the coronavirus pandemic on
supply chains and vehicle inventories and sales, Manufacturers have
also experienced significant disruption in the supply of
semiconductor chips required for new vehicles due to a worldwide
shortage of these chips. As a result, the ability of Manufacturers
to maintain regular production output of certain vehicles, and the
corresponding reduction in available new vehicle inventories, have
adversely impacted vehicle sales. Further disrupting the automotive
industry and the number of vehicles available for sale or lease are
disruptions in the supply of seat foam and rubber, which is a key
material used in tires as well as other components of new
vehicles.
We are unable to predict the continuing extent,
duration and impact of the pandemic and supply chain disruptions on
the automotive industry in general, and on our business and
operations specifically. Vehicle sales have declined, and we
continue to experience cancellations or suspensions of purchases of
Leads and other digital marketing services by our customers, which
could materially and adversely affect our financial
performance. In light of the impact of the pandemic and
supply chain disruptions, we have taken steps to reduce our overall lead and click
generation efforts and corresponding costs to better align our
volumes with industry demand and consumer intent and ability to
purchase or lease vehicles. We will continue to evaluate these and other cost
reduction measures, and explore all options available to us, in
order to minimize the impact of these events on
us.
- 18
-
Results
of Operations
Three
Months Ended March 31, 2021 Compared to the Three Months Ended
March 31, 2020
The following table sets
forth certain statement of operations data for the three-month
periods ended March 31, 2021 and 2020 (certain amounts may not
calculate due to rounding):
|
2021
|
% of
total revenues
|
2020
|
% of
total revenues
|
$
Change
|
%
Change
|
|
(Dollar amounts in thousands)
|
|
||||
Revenues:
|
|
|
|
|
|
|
Lead
generation
|
$14,186
|
79%
|
$18,460
|
75%
|
$(4,274)
|
(23)%
|
Digital
advertising
|
3,694
|
21
|
6,012
|
25
|
(2,318)
|
(39)
|
Total
revenues
|
17,880
|
100
|
24,472
|
100
|
(6,592)
|
(27)
|
Cost of
revenues
|
12,071
|
68
|
19,115
|
78
|
(7,044)
|
(37)
|
Gross
profit
|
5,809
|
32
|
5,357
|
22
|
452
|
8
|
Operating
expenses:
|
|
|
|
|
|
|
Sales and
marketing
|
2,200
|
12
|
2,132
|
9
|
68
|
3
|
Technology
support
|
1,367
|
8
|
1,857
|
8
|
(490)
|
(26)
|
General and
administrative
|
3,132
|
18
|
3,943
|
16
|
(811)
|
(21)
|
Depreciation and
amortization
|
204
|
1
|
722
|
3
|
(518)
|
(72)
|
Total operating
expenses
|
6,903
|
39
|
8,654
|
36
|
(1,751)
|
(20)
|
Operating
loss
|
(1,094)
|
(6)
|
(3,297)
|
(14)
|
2,203
|
(67)
|
Interest and other income
(expense), net
|
1,404
|
8
|
(764)
|
(3)
|
2,168
|
(284)
|
Loss before income tax
provision
|
310
|
|
(4,061)
|
(17)
|
4,371
|
(108)
|
Income tax
provision
|
—
|
—
|
—
|
—
|
—
|
—
|
Net income
(loss)
|
$310
|
2%
|
$(4,061)
|
(17)%
|
$4,371
|
(108)%
|
Lead
generation. Lead
generation revenues decreased $4.3 million, or 23%, in the first
quarter of 2021 compared to the first quarter of 2020 primarily a
result of the impact of the coronavirus pandemic on vehicle sales
despite forecasted improvement for the full year of 2021. We also
reduced our overall Lead generation efforts starting in second
quarter of 2020 and continuing into 2021 to better align our
volumes with industry demand and consumer intent to purchase a
vehicle.
Digital Advertising.
Digital advertising revenues decreased
$2.3 million, or 39%, in the first quarter of 2021 compared to the
first quarter of 2020, as a result of a decrease in click revenue
associated with decreased click volume. The decrease in click
volume is attributed to the impact of the coronavirus pandemic and
our internal decision to reduce overall click generation efforts to
better align with industry demand.
Cost of
Revenues. Cost of
revenues consists of purchase request and traffic acquisition costs
and other cost of revenues. Purchase request and traffic
acquisition costs consist of payments made to our third-party
purchase request providers, including internet portals and online
automotive information providers. Other cost of revenues consists
of SEM and fees paid to third parties for data and content,
including search engine optimization activity, included on our
websites; connectivity costs; development costs related to our
websites; technology license fees; server equipment depreciation;
and technology amortization directly related to our Websites. Cost
of revenues decreased $7.0 million, or 37%, in the first quarter of
2021 compared to the first quarter of 2020 primarily due to
decreased SEM, purchase request and traffic acquisition
costs.
Gross
Profit. Gross profit increased $0.5 million, or 8%,
compared to 2020 due to prioritizing gross profitability by
reducing lead generation effort as opposed to the maximization of
lead traffic and lead volume. Further contributing to this increase
was a reduction in cost of revenues primarily driven by a reduction
in cost-per-click.
Sales and
Marketing. Sales and
marketing expense include costs for developing our brand equity,
personnel costs and other costs associated with Dealer sales,
website advertising and Dealer support. Sales and marketing expense
in the first quarter of 2021 increased $0.1 million, or 3%,
compared to the first quarter of 2020 due primarily to an increase
SEM and advertising expense.
- 19
-
Technology Support.
Technology support expense includes
compensation, benefits, software licenses and other direct costs
incurred by the Company to enhance, manage, maintain, support,
monitor and operate the Company’s websites and related
technologies, and to operate the Company’s internal
technology infrastructure. Technology support expense in the first
quarter of 2021 decreased by $0.5 million, or 26%, compared to the
first quarter of 2020 due primarily to lower headcount related
costs.
General and
Administrative. General and
administrative expense consists of executive, financial, human
resources and legal personnel and expenses, costs related to being
a public company and bad debt expense. General and administrative
expense in the first quarter of 2021 decreased by $0.8 million, or
21%, from the first quarter of 2020 due primarily to lower
consulting and recruiting costs and a reduction in compensation and
benefit-related expenses.
Depreciation and
Amortization. Depreciation and amortization expense in the first
quarter of 2021 decreased by $0.5 million, or 72%, from the first
quarter of 2020 primarily due to assets that have been fully
depreciated as compared to the same period in the prior
year.
Interest and Other Income
(Expense), Net. Interest and other income (expense), net was $1.4
million for the first quarter of 2021 compared to $(0.8) million
for the first quarter of 2020. In the first quarter of
2021, we recorded $1.4 million of income associated with the
forgiveness of our PPP Loan. Further contributing to the increase
in interest and other income (expense) was an insurance
reimbursement related to the January 2020 malware attack in which
we recorded $0.2 million on our Unaudited Condensed Consolidated
Statement of Operations. Interest expense decreased to $0.3 million
in the first quarter of 2021 from $0.8 million in the first quarter
of 2020 due to the prior year write-off of our deferred financing
fees associated with the revolving line of credit under the PNC
Credit Facility. Interest expense includes interest on outstanding
borrowings and the amortization of debt issuance
costs.
Income Taxes.
Income tax expense was zero in the
first quarter of 2021 and 2020, respectively. Income tax
expense for the quarter ended March 31, 2021 differed from the
federal statutory rate primarily due to operating losses that
receive no tax benefit as a result of valuation allowance recorded
for such losses.
Liquidity
and Capital Resources
The table below sets forth
a summary of our cash flows for the three months ended March 31,
2021 and 2020:
|
Three
Months Ended
March
31,
|
|
|
2021
|
2020
|
|
(in thousands)
|
|
Net cash provided by (used
in) operating activities
|
$350
|
$(954)
|
Net cash used in investing
activities
|
(66)
|
(103)
|
Net cash provided by
financing activities
|
134
|
2,967
|
Our principal sources of
liquidity are our cash and cash equivalent balances and borrowings
under the CNC Credit Agreement. Our cash and cash
equivalents and restricted cash totaled $15.5 million as of March
31, 2021, compared to $15.1 million as of December 31, 2020.
As of March 31, 2021, we had net income of $0.3 million. The net
income is primarily attributable to receiving approximately $1.4
million of PPP loan forgiveness coupled with $0.2 million of income
associated with the insurance reimbursement related to the January
2020 malware attack. We had cash provided by operations of $0.4
million for the three months ended March 31, 2021. As of March 31,
2021, we had an accumulated deficit of $349.5 million and
stockholders' equity of $17.3 million.
We have developed a
strategic plan focused on improving operating performance in the
future that includes modernizing and upgrading our technology and
systems, pursuing business objectives and responding to business
opportunities, developing new or improving existing products and
services and enhancing operating
infrastructure.
Our objective is to
achieve cash generation as a business; however, there is no
assurance that we will be able to achieve this objective. The CNC
Credit Agreement is expected to be used to continue to partially
fund operations.
We believe that current
cash reserves and operating cash flows will be enough to sustain
operations for the next twelve months. If we are unsuccessful in
meeting our objective to sustain cash generation as a business, we
may need to seek to satisfy our future cash needs through private
or public sales of securities, debt financings or
partnering/licensing transactions; however, there is no assurance
that we will be successful in satisfying our future cash needs to
continue operations.
Our future capital
requirements will depend on many factors, including but not limited
to, those discussed in this Item 2, Part II, Item 1A of this
Quarterly Report on Form 10-Q and the risk factors set forth
in Part I, Item 1A, “Risk Factors” of our 2020 Form
10-K. To the extent that our existing
sources of liquidity are insufficient to fund our future
operations, we may need to engage in equity or additional or
alternative debt financings to secure additional funds. There can
be no assurance that additional funds will be available when needed
from any source or, if available, will be available on terms that
are acceptable to us.
- 20
-
For information concerning
our CNC Credit Agreement, see Note 11 included in the Notes to
Unaudited Condensed Consolidated Financial Statements included in
Part I, Item 1 of this Quarterly Report on Form
10-Q.
Net Cash Provided by (Used in)
Operating Activities. Net cash provided by operating
activities in the three months ended March 31, 2021 of $0.4 million
resulted primarily from depreciation and amortization of $0.6 million,
stock compensation expense of $0.5 million, net income of $0.3
million, amortization of right-of-use assets of $0.2 million, and
$0.1 million net decrease in net working capital. Offsetting these
increases was forgiveness of the PPP loan of approximately $1.4
million.
Net
cash used in operating activities in the three months ended March
31, 2020 of $1.0 million resulted primarily from net loss of $4.1
million, offset by depreciation and amortization of $1.2 million,
stock compensation expense of $0.5 million, other non-cash charges
of $0.5 million, and a $0.9 million net decrease in net working
capital.
Net Cash Used in Investing
Activities. Net cash
used in investing activities during the three months ended March
31, 2021 of $0.1 million was related to purchases of property and
equipment.
Net cash used in investing
activities during the three months ended March 31, 2020 of $0.1
million was related to purchases of property and
equipment.
Net Cash Provided by Financing
Activities. Net cash
provided by financing activities of $0.1 million during the three
months ended March 31, 2021 primarily consisted of proceeds from
the exercise of stock options.
Net cash provided by
financing activities of $3.0 million during the three months ended
March 31, 2020 primarily consisted of net borrowings on the credit
facility.
Off-Balance
Sheet Arrangements
At March 31, 2021, we had
no off-balance sheet arrangements as defined in Regulation S-K,
Item 303(a)(4)(D)(ii).
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
Not
applicable.
Item 4. Controls and Procedures
Our
Chief Executive Officer and Chief Financial Officer (our principal
executive officer and principal financial officer, respectively)
have evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Security Exchange Act of 1934, as amended, the “Exchange Act”) as of March 31,
2021, the end of the period covered by this Quarterly Report on
Form 10-Q (the “Evaluation
Date”). They have concluded that, as of the Evaluation
Date, these disclosure controls and procedures were effective to
ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others
within those entities and would be disclosed on a timely basis. The
Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures are designed, and are
effective, to give reasonable assurance that the information
required to be disclosed by us in reports that we file under the
Exchange Act is recorded, processed, summarized and reported within
the time period specified in the rules and forms of the Securities
and Exchange Commission. They have also concluded that our
disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that are filed
or submitted under the Exchange Act are accumulated and
communicated to our management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.
Changes in Internal Control
over Financial Reporting
During the quarter ended March 31, 2021, there
were no changes in our “internal control over financial
reporting” (as defined in Rule 13a-15(f) under the Exchange
Act that have materially affected, or are reasonably likely to
material affect, our internal control over financial
reporting.
- 21
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PART II.
OTHER INFORMATION
Item 1A.
Risk Factors
Our
future business, results of operations, financial condition,
earnings per share, cash flow or the trading price of our stock,
individually and collectively referred to as our
(“financial
performance,”) may be affected by a number of factors,
including but not limited to those described in Part I, Item 1A of
the 2020 Form 10-K under the heading “Risk Factors” and
under the heading “Cautionary Note Concerning Forward-Looking
Statements” in Part I, Item 2 of this Quarterly Report on
Form 10-Q, any one or more of which could, directly or indirectly,
cause the Company’s actual financial performance to vary
materially from past, or from anticipated future, financial
performance. Any of these factors, in whole or in part, could
materially and adversely affect the Company’s financial
performance. The risks described in the 2020 Form 10-K are not the
only risks we face. In addition to the risks set forth in the 2020
Form 10-K, additional risks and uncertainties not currently known
to us or that we currently deem to be immaterial may also
materially and adversely affect our financial
performance.
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Item 6.
Exhibits
Number
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Description
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3.1
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Seventh Amended and Restated Certificate of
Incorporation of AutoWeb, Inc. (filed with the Secretary of the
State of Delaware on June 22, 2020), incorporated by reference
to Exhibit
3.1 to the Current Report on Form 8-K filed with
the SEC on June 23, 2020 (SEC File No.
001-34761).
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3.2
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Seventh Amended and Restated Bylaws of AutoWeb,
Inc. dated as of October 9, 2017, incorporated by reference
to Exhibit
3.5 to the Current Report on Form 8-K filed with
the SEC on October 10, 2017 (SEC File No.
001-34761).
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4.1
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Tax
Benefit Preservation Plan dated as of May 26, 2010, by and between
Company 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 Company, 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); Amendment
No. 1 to Tax Benefit Preservation Plan dated as of April 14, 2014,
between Company and Computershare Trust Company, N.A., as rights
agent, 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); Amendment
No. 2 to Tax Benefit Preservation Plan dated as of April 13,
2017, between Company and Computershare Trust Company, N.A., as
rights agent, incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K filed with
the SEC on April 14, 2017 (SEC File No. 001-34761); Amendment No. 3
to Tax Benefit Preservation Plan dated as of March 31, 2020,
between Company and Computershare Trust Company, N.A., as rights
agent, incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K filed with
the SEC on April 2, 2020 (SEC File No. 001-34761); Certificate of
Adjustment Under Section 11(m) of the Tax Benefit Preservation
Plan, 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).
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10.1■
|
Third Amended and Restated Severance Benefits
Agreement dated as of March 3, 2021, between Company and Glenn
Fuller, incorporated by reference to
Exhibit
10.9 to the Annual Report on Form 10-K for the year
ended December 31, 2020, filed with the SEC on March 11, 2021 (SEC
File No. 001-34761).
|
|
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10.2■
|
Amended and Restated Severance Benefits
Agreement dated as of March 3, 2021, between Company and Daniel
Ingle, incorporated by reference to
Exhibit
10.2 to the Current Report on Form 8-K filed with the
SEC on March 4, 2021 (SEC File No. 001-34761).
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|
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10.3■
|
Amended and Restated Severance Benefits
Agreement dated as of March 3, 2021, between Company and Michael
Sadowski, incorporated by reference to
Exhibit
10.1 to the Current Report on Form 8-K filed with the
SEC on March 4, 2021 (SEC File No. 001-34761).
|
|
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10.4■
|
Amended and Restated Severance Benefits
Agreement dated as of March 3, 2021, between Company and Sara
Partin, incorporated by reference to
Exhibit
10.18 to the Annual Report on Form 10-K for the year
ended December 31, 2020, filed with the SEC on March 11, 2021 (SEC
File No. 001-34761).
|
|
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31.1*
|
Chief Executive Officer Section 302
Certification of Periodic Report dated May 6,
2021.
|
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31.2*
|
Chief Financial Officer Section 302
Certification of Periodic Report dated May 6,
2021.
|
|
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32.1*
|
Chief Executive Officer and Chief Financial
Officer Section 906 Certification of Periodic Report dated May 6,
2021.
|
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101.INS
|
XBRL
Instance Document.
|
|
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101.SCH
|
XBRL
Taxonomy Extension Schema Document.
|
|
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101.CAL
|
XBRL
Taxonomy Calculation Linkbase Document.
|
|
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101.DEF
|
XBRL
Taxonomy Extension Definition Document.
|
|
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101.LAB
|
XBRL
Taxonomy Label Linkbase Document.
|
|
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101.PRE
|
XBRL
Taxonomy Presentation Linkbase Document.
|
|
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*
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Filed or Furnished herewith.
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■
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Management Contract or Compensatory Plan or
Arrangement.
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- 23
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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AutoWeb,
Inc.
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||
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Date: May 6,
2021
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By:
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/s/ Michael
Sadowski
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Michael
Sadowski
|
|
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|
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Executive
Vice President, Chief Financial Officer
|
|
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(Principal
Financial Officer)
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Date: May 6,
2021
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By:
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/s/ Cheray
Duran
|
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Cheray
Duran
|
|
|
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Vice
President, Corporate Controller
|
|
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(Principal
Accounting Officer)
|
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