Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Remark Holdings, Inc. | ||
Entity Central Index Key | 0001368365 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Outstanding | 40,722,229 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 106.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 14,410 | $ 22,632 |
Restricted cash | 11,138 | 11,670 |
Trade accounts receivable, net | 6,369 | 3,673 |
Prepaid expense and other current assets | 12,128 | 5,518 |
Notes receivable, current | 100 | 290 |
Total current assets | 44,145 | 43,783 |
Notes receivable | 0 | 100 |
Property and equipment, net | 10,570 | 13,387 |
Investments in unconsolidated affiliates | 2,005 | 1,030 |
Intangibles, net | 17,930 | 23,946 |
Goodwill | 18,514 | 20,099 |
Other long-term assets | 644 | 1,192 |
Total assets | 93,808 | 103,537 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 30,876 | 17,857 |
Accrued expense and other current liabilities | 24,664 | 18,795 |
Deferred merchant booking | 4,664 | 9,027 |
Contract Liability | 4,063 | 3,691 |
Note payable | 3,000 | 3,000 |
Current maturities of long-term debt, net of unamortized discount and debt issuance cost | 35,314 | 38,085 |
Total current liabilities | 102,581 | 90,455 |
Warrant liability | 1,383 | 89,169 |
Other liabilities | 2,968 | 3,501 |
Total liabilities | 106,932 | 183,125 |
Commitments and contingencies (Note 13) | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 39,053,312 and 28,406,026 shares issued and outstanding; each at December 31, 2018 and 2017, respectively | 39 | 28 |
Additional paid-in-capital | 308,018 | 220,117 |
Accumulated other comprehensive loss | 32 | 115 |
Accumulated deficit | (321,213) | (299,848) |
Total stockholders’ equity (deficit) | (13,124) | (79,588) |
Total liabilities and stockholders’ equity | $ 93,808 | $ 103,537 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 39,053,312 | 28,406,026 |
Common stock, shares outstanding (in shares) | 39,053,312 | 28,406,026 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | |||
Revenue, net | $ 79,110 | $ 70,601 | |
Cost and expense | |||
Cost of revenue (excluding depreciation and amortization) | 24,628 | 16,909 | |
Sales and marketing | [1] | 38,391 | 33,252 |
Technology and development | [1] | 13,332 | 11,642 |
General and administrative | [1] | 33,344 | 19,391 |
Depreciation and amortization | 10,875 | 11,070 | |
Impairments | 2,209 | 14,646 | |
Other operating expense | [1] | 1,084 | 1,070 |
Total cost and expense | 123,863 | 107,980 | |
Operating loss | (44,753) | (37,379) | |
Other income (expense) | |||
Interest expense | (6,491) | (4,645) | |
Other income, net | 282 | 23 | |
Change in fair value of warrant liability | 27,879 | (64,139) | |
Other gain (loss) | 858 | (317) | |
Total other income (expense), net | 22,528 | (69,078) | |
Loss before income taxes | (22,225) | (106,457) | |
Benefit from (provision for) income taxes | 667 | (278) | |
Net loss | (21,558) | (106,735) | |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | (83) | 131 | |
Comprehensive loss | $ (21,641) | $ (106,604) | |
Weighted-average shares outstanding, basic and diluted (in shares) | 34,545 | 23,763 | |
Net loss per share, basic and diluted (in dollars per share) | $ (0.62) | $ (4.49) | |
[1] | Includes share-based compensation as follows: Sales and marketing of $129 and 0 ; Technology and development of $(280) and $716; General and administrative of $13,098 and $3,504; and Other operating expense of $1 and 0 as of December 31, 2018 and December 31, 2017, respectively. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based compensation expense | $ 12,948 | $ 4,220 |
Sales and marketing | ||
Share-based compensation expense | 129 | 0 |
Technology and development | ||
Share-based compensation expense | (280) | 716 |
General and administrative | ||
Share-based compensation expense | 13,098 | 3,504 |
Other operating expense | ||
Share-based compensation expense | $ 1 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Number of Shares, Beginning of period (in shares) at Dec. 31, 2016 | 22,232,004 | ||||
Stockholders' Equity, Beginning of period at Dec. 31, 2016 | $ (2,600) | $ 22 | $ 190,507 | $ (16) | $ (193,113) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (106,735) | (106,735) | |||
Share-based compensation | 3,618 | 3,618 | |||
Common stock sales (in shares) | 5,758,996 | ||||
Common stock sales | 24,160 | $ 6 | 24,154 | ||
Equity instrument exercises (in shares) | 378,516 | ||||
Equity instrument exercises | 1,750 | $ 0 | 1,750 | ||
Debt instrument conversion (in shares) | 39,010 | ||||
Debt instrument conversion | 174 | $ 0 | 174 | ||
Restricted stock forfeiture (in shares) | (2,500) | ||||
Restricted stock forfeiture | 0 | $ 0 | |||
Reclassification of liability-classified stock-based compensation | (114) | (114) | |||
Other | $ 159 | 28 | 131 | ||
Number of Shares, End of period (in shares) at Dec. 31, 2017 | 28,406,026 | 28,406,026 | |||
Stockholders' Equity, End of period at Dec. 31, 2017 | $ (79,588) | $ 28 | 220,117 | 115 | (299,848) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (21,558) | (21,558) | |||
Share-based compensation | 13,494 | 13,494 | |||
Common stock sales (in shares) | 5,893,428 | ||||
Common stock sales | 13,568 | $ 6 | 13,562 | ||
Equity instrument exercises (in shares) | 4,753,858 | ||||
Equity instrument exercises | 60,892 | $ 5 | 60,887 | ||
Reclassification of liability-classified stock-based compensation | (12) | (12) | |||
Other | $ (113) | (30) | (83) | ||
Number of Shares, End of period (in shares) at Dec. 31, 2018 | 39,053,312 | 39,053,312 | |||
Stockholders' Equity, End of period at Dec. 31, 2018 | $ (13,124) | $ 39 | $ 308,018 | $ 32 | $ (321,213) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (21,558) | $ (106,735) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | (27,879) | 64,139 |
Depreciation and amortization | 10,875 | 11,070 |
Share-based compensation | 12,948 | 4,220 |
Amortization of debt issuance costs and discount | 1,005 | 261 |
Deferred taxes | 527 | 8 |
Loss (gain) on disposal of long-lived assets | (922) | 82 |
Loss on impairment of intangible assets, including goodwill | 2,209 | 14,618 |
Other | 162 | 243 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,051) | (2,283) |
Prepaid expense and other assets | (5,813) | (1,781) |
Accounts payable, accrued expense and other liabilities | 18,985 | 5,379 |
Deferred merchant booking | (4,363) | 2,036 |
Contract liability | 669 | 228 |
Net cash used in operating activities | (16,206) | (8,515) |
Cash flows from investing activities: | ||
Proceeds from asset dispositions | 1,140 | 123 |
Purchases of property, equipment and software | (1,478) | (1,171) |
Payment of payroll costs capitalized to software in progress | (1,607) | (2,427) |
Purchase of equity in unconsolidated affiliate | (480) | 0 |
Other | 0 | (29) |
Net cash used in investing activities | (2,425) | (3,504) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 14,553 | 25,910 |
Proceeds from debt issuance | 0 | 3,000 |
Payment of debt issuance cost | (1,526) | (18) |
Repayments of debt | (2,250) | 0 |
Payment of contingent consideration related to business acquisitions | (900) | (940) |
Payments of capital lease obligations | 0 | (179) |
Net cash provided by financing activities | 9,877 | 27,773 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (8,754) | 15,754 |
Cash, cash equivalents and restricted cash: | ||
Beginning of period | 34,302 | 18,548 |
End of period | 25,548 | 34,302 |
Supplemental cash flow information: | ||
Cash paid for interest | 4,273 | 4,060 |
Cash paid for income taxes | 233 | 0 |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock | 59,907 | 0 |
Issuance of common stock upon conversion of debt instruments | 0 | 174 |
Common stock subscription payable to unconsolidated affiliate | $ 520 | $ 0 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1. ORGANIZATION AND BUSINESS Organization and Business Remark Holdings, Inc. and subsidiaries (“Remark”, “we”, “us”, or “our”), which include its consolidated variable-interest entities (“VIEs”), are primarily technology-focused. Our KanKan data intelligence platform serves as the basis for our development and deployment of artificial-intelligence-based (“AI-based”) solutions for businesses in many industries and geographies. We also own and operate digital media properties across multiple verticals, such as travel and entertainment and young adult lifestyle, that deliver relevant, dynamic content and e-commerce solutions. Our common stock is listed on the Nasdaq Capital Market under the ticker symbol MARK. We recognize revenue primarily from the following sources: • sales of a full range of travel and entertainment products including lodging, air travel, air travel/lodging packages, show tickets and tours • sales of financial-technology products and services from our KanKan business • sales of AI-based products and services from our KanKan business • various advertising mechanisms associated with our websites Going Concern During the year ended December 31, 2018 , and in each fiscal year since our inception, we have incurred net losses which have resulted in an accumulated deficit of $321.2 million as of December 31, 2018 . Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $16.2 million during the year ended December 31, 2018 . As of December 31, 2018 , our cash and cash equivalents balance was $14.4 million , and we had a negative working capital balance of $58.4 million . On July 2, 2018, we entered into a common stock purchase agreement (the “2018 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Aspire Capital to purchase up to an aggregate of $30.0 million of shares of our common stock over the 30 -month term of the 2018 Aspire Purchase Agreement. The 2018 Aspire Purchase Agreement, which we describe in more detail in Note 14 , terminated and replaced the common stock purchase agreement we had entered into with Aspire Capital on November 9, 2016 (the “2016 Aspire Purchase Agreement”). Concurrently with entering into the 2018 Aspire Purchase Agreement, we also entered into a registration rights agreement with Aspire Capital, in which we agreed to file with the Securities and Exchange Commission (the “SEC”) one or more registration statements, as necessary, and to the extent permissible and subject to certain exceptions, to register under the Securities Act of 1933, as amended, the sale of the shares of our common stock that may be issued to Aspire Capital under the 2018 Aspire Purchase Agreement. We have filed with the SEC a prospectus supplement to our effective shelf Registration Statement on Form S-3 (File No. 333-225448) registering all of the shares of common stock that may be offered to Aspire Capital from time to time under the 2018 Aspire Purchase Agreement. As of December 31, 2018 , Aspire Capital has purchased $10.0 million of shares of our common stock under the 2018 Aspire Purchase Agreement. During the years ended December 31, 2018 and 2017 , we issued a total of 5,893,428 and 5,629,661 shares of our common stock, respectively, to investors in exchange for approximately $13.6 million and $24.2 million in cash, respectively, including issuances to Aspire Capital of $10.0 million and $10.3 million , respectively. We also received cash from stock option exercises. We are a party to a financing agreement dated as of September 24, 2015 (as amended, the “Financing Agreement”) with certain of our subsidiaries as borrowers (together with Remark, the “Borrowers”), certain of our subsidiaries as guarantors (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and MGG Investment Group LP, in its capacity as collateral agent and administrative agent for the Lenders (“MGG”), pursuant to which the Lenders extended credit to the Borrowers consisting of a term loan in the aggregate principal amount of $35.5 million (the “Loan”). The terms of the Financing Agreement, the amendments thereto, and related documents effective as of December 31, 2018 are described in Note 11 , which also describes our ongoing events of default relating to our failure to make certain required payments under the Financing Agreement as well as certain other ongoing events of default. See Note 17 for information regarding new agreements with the Lenders. Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities, in conjunction with the ongoing events of default under the Financing Agreement, give rise to substantial doubt regarding our ability to continue as a going concern. We intend to fund our future operations and meet our financial obligations through revenue growth in our Technology and Data Intelligence segment; however, we cannot provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the long term (including but not limited to payment of the amounts required under the Financing Agreement). As a result, we are actively evaluating strategic alternatives including the potential sale of certain non-core assets, investment assets and operating businesses. However, we may need to obtain additional capital through equity financing or debt financing. Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions, will play primary roles in determining whether we can successfully obtain additional capital. Additionally, pursuant to the Financing Agreement, we are subject to certain limitations on our ability and the ability of our subsidiaries to, among other things, incur additional debt and transfer, sell or otherwise dispose of assets, without the consent of the Lenders. We cannot be certain that we will be successful at raising additional capital. A variety of factors, many of which are outside of our control, affect our cash flow; those factors include regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months following this report (including the amounts required under the Financing Agreement, based on the current status of discussions with the Lenders regarding ongoing events of default) with existing cash, cash equivalents and cash resources, and based on the probable success of one or more of the following plans: • monetize existing assets • work with our creditors to modify existing arrangements or refinance our debt • obtain additional capital through equity issuances, including but not limited to equity issuances to Aspire Capital under its existing purchase commitment (which equity issuances may dilute existing stockholders; see Note 17 for information regarding subsequent events) However, projections are inherently uncertain and the success of our plans is largely outside of our control. As a result, there is substantial doubt regarding our ability to continue as a going concern, and we may fully utilize our cash resources prior to April 1, 2020 . Comparability We have reclassified certain amounts in our December 31, 2017 consolidated financial statements to conform to the current presentation as of December 31, 2018 . Specifically, we have changed how we present operating expense to better reflect the activities that generate such expense, and we have reclassified liabilities associated with gift cards and similar items from contract liability to other current liabilities as we continue to clarify our disclosures related to the newly-adopted revenue standard. Neither total stockholders’ deficit as of December 31, 2017 nor net loss or cash flows for the year ended December 31, 2017 changed because of the reclassifications. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation We include all of our subsidiaries, which include four VIEs for which we are the primary beneficiary, in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. To comply with China’s laws which restrict foreign ownership of entities that operate within industries deemed sensitive by the Chinese government, we employ what we believe is a commonly-used organizational structure consisting of a wholly-foreign owned enterprise (“WFOE”) and the VIEs to operate our KanKan business. We own 100% of the equity of the WFOE, while the VIEs are companies formed in China under local laws which are owned by members of our management team. We funded the registered capital and operating expenses of the VIEs by extending loans to the VIEs’ owners. We believe that we are the primary beneficiary of the VIEs because the equity holders of such entities do not have significant equity at risk and because we have been able to direct the operations of the VIEs. We use the cost method to account for equity investments in which we cannot exercise significant influence over the investee, such as with our investment in Sharecare, and the equity method for equity investments in which we can exercise significant influence over the investee, such as our investment in Beijing All-in-one Cloud Net Technology, Co. Ltd. (“AIO”) (see Note 6 for information on our investments in unconsolidated affiliates). Use of Estimates We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, the fair value of the warrant liability, income taxes, inventory reserve and purchase price allocation, among other items. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , and all subsequent amendments (collectively “ASC 606”) using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of Accumulated deficit of approximately $0.2 million . We have not retrospectively adjusted the information for the comparative period reported herein, which information we continue to report under the accounting standards in effect for that period. The amounts of revenue, accounts receivable and contract liability that we reported under ASC 606 as of and for the year ended December 31, 2018 , were not materially different than the amounts we would have reported under the accounting standards previously in effect; however, the amount of deferred merchant booking reported as of the year ended December 31, 2018 would have been $0.9 million more if reported under the accounting standards previously in effect. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due in accordance with ASC 606. Accordingly, we recognize revenue only when we have transferred control of the goods or services and consideration received from the customer is nonrefundable. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. As a result of our adoption of ASC 606, the line item previously labeled “Deferred revenue” on our Consolidated Balance Sheets is now labeled “Contract liability”; the comparative period balance as reported herein did not change as a result of our application of the modified retrospective transition approach. For our contracts with customers, we only extend short-term credit policies to our customers, typically 30 days or less for our Travel & Entertainment segment and up to one year for large-scale projects delivered by our Technology and Data Intelligence segment. We record the incremental costs of obtaining contracts as an expense when incurred, because such costs would otherwise be amortized over a period of less than one year if capitalized. Transaction Services Our Travel & Entertainment segment generates our transaction services revenue, most of which results from the use of the merchant model under which we remain the merchant of record, but various service providers with whom we maintain relationships are ultimately responsible for delivering the underlying services for which our customers transact, such as lodging, air travel, entertainment, or tours. Our obligation to our customers is to arrange for these service providers to provide the underlying services, and we satisfy our obligation at the point in time that these service providers begin to provide the underlying service (e.g., upon the check-in date for lodging stays, upon the show/performance date for entertainment transactions, etc.). Though we are the merchant of record for transactions in which other entities provide the ultimate service, under current accounting guidance we are an agent in such transactions; therefore, we recognize revenue from transactions under the merchant model on a net basis (i.e., the amount we bill to our customers less the amounts we pay to the service providers). To a lesser extent, we provide tour services directly to our customers. Our obligation to provide such services is satisfied at the point in time that we finish providing the tour, and we recognize the resulting revenue on a gross basis when our obligation is satisfied. Our customers pay at the time the original transaction occurs via our sales channels, primarily the Vegas.com website and mobile application. Because the original transaction date almost always precedes the date that our performance obligation is satisfied, we record a Contract liability for the amount of consideration received (net of amounts owed to suppliers, which are recorded in deferred merchant bookings until the service date has passed). In general, we satisfy most of our performance obligations within approximately three to four months from the original transaction date, and substantially all performance obligations are satisfied within one year from the original transaction date. Data Platform Services Our KanKan business generates our data platform services revenue. One of the business’s product offerings involves utilizing our proprietary data intelligence software to provide high-quality loan candidates to our customers, which are companies that help to market the loan products of banks and other lending institutions in China to potential loan candidates. We earn a commission for this service, which is deemed earned and is recognized at the point in time at which the related loan is issued to the candidate by a lending institution supporting the loan product being promoted by our customer. The amount of commission we recognize is determined by multiplying the commission rate specified in the applicable contract by the amount of the loan issued to the candidate. Under contracts with two of our customers, we are required to reimburse those customers for as much as 10% of the commissions paid under the contract if the total amount of the defaults across all of the loans issued and outstanding with respect to such contract exceeds an established threshold (the “Reimbursement Obligation”). Such contracts also require us to maintain a cash deposit with those customers to support the Reimbursement Obligation, and they permit the customer to deduct the required amount of any reimbursement from such deposit. We no longer provide new candidates to those customers under those particular contracts, and none of our remaining contracts related to providing loan candidates to customers include the Reimbursement Obligation or similar terms, so the maximum amount of our liability with respect to the Reimbursement Obligation as of December 31, 2018 and going forward is $0.5 million , Further, as of December 31, 2018, the amount we have on deposit with the customers under those contracts to support the Reimbursement Obligation exceeds such maximum liability with respect to the Reimbursement Obligation, and we have not reimbursed any customer any amount of commissions paid under these contracts, nor are we required to do so because the total amount of the defaults has not exceeded the established threshold. We have determined that the Reimbursement Obligation does not fall within the scope of ASC 606 and that we should account for it as a guarantee for accounting purposes using other GAAP. We recorded an initial liability, reported in Accrued expense and other current liabilities in our Consolidated Balance Sheets, equal to our maximum potential Reimbursement Obligation, an amount which approximated fair value. As we are released from an amount of the Reimbursement Obligation, we record the amount of reduction in the Reimbursement Obligation as data platform services revenue. We have not recorded material amounts of revenue resulting from being released from the Reimbursement Obligation. We also generate revenue by developing fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI solutions, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have one performance obligation to provide a fully-integrated AI solution to our customer and we recognize revenue at the point in time when the completed solution is delivered to, tested by and accepted by our customer. Advertising and Other Our Travel & Entertainment segment generates the majority of our advertising revenue, and we report the remaining amount of advertising revenue in Corporate Entity and Other in our segment information. We primarily generate advertising revenue from the use of sponsored links and display advertising placed directly on our website pages. Substantially all of our advertising contracts with customers are completed within one year or less. In click-through advertising contracts with customers, our obligation is to place our customers’ interactive ads on our websites for a specified period of time. We recognize revenue from click-through advertising at the point in time at which visitors to our websites click through the ads to our advertising customers’ websites. Any variability regarding contract consideration is resolved within the reporting period. Some of our advertising contracts with customers require us to place our advertising customers’ static display ads on our websites for a specified period of time or in a specific location on our websites, or both. We recognize revenue from such advertising placement arrangements either over time (ratably over the contract term) or based upon the delivery of advertising impressions, depending upon the terms of the contract. We also generate revenue from other sources, such as from e-commerce activity in which we sell goods to our customers, or media production which involves us producing video or Internet-based content for our customers. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised media content. Share-Based Compensation For grants of restricted stock or restricted stock units, we measure fair value using the closing price of our stock on the measurement date, while we use the Black-Scholes-Merton option pricing model (the “BSM Model”) to estimate the fair value of stock options and similar instruments awarded. The BSM Model requires the following inputs: • Expected volatility of our stock price. We analyze the historical volatility of our stock price utilizing daily stock price returns, and we also review the stock price volatility of certain peers. Using the information developed from such analysis and our judgment, we estimate how volatile our stock price will be over the period we expect the stock options will remain outstanding. • Risk-free interest rate. We estimate the risk-free interest rate using data from the Federal Reserve Treasury Constant Maturity Instruments H.15 Release (a table of rates downloaded from the Federal Reserve website) as of the valuation date for a security with a remaining term that approximates the period over which we expect the stock options will remain outstanding. • Stock price, exercise price and expected term. We use an estimate of the fair value of our common stock on the measurement date, the exercise price of the option, and the period over which we expect the stock options will remain outstanding. We measure compensation expense as of the grant date for granted equity-classified instruments and as of the settlement date for granted liability-classified instruments (meaning that we re-measure compensation expense at each balance sheet date until the settlement date occurs). Once we measure compensation expense, we recognize it over the requisite service period (generally the vesting period) of the grant, net of forfeitures as they occur. Concentrations of Credit Risk We maintain most of our cash, approximately 98% of which is denominated in U.S. dollars, at two financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000; however, at times, cash balances may exceed the FDIC-insured limit. As of December 31, 2018 , we do not believe we have any significant concentrations of credit risk, although approximately $24.3 million of our cash balance, including restricted cash, exceeded the FDIC-insured limit. Cash held by our non-U.S. subsidiaries is subject to foreign currency fluctuations against the U.S. dollar, although such risk is somewhat mitigated because we transfer U.S. funds to China to fund local operations. If, however, the U.S. dollar is devalued significantly against the Chinese currency, our cost to further develop our business in China could exceed original estimates. Accounts Receivable We regularly evaluate the collectability of trade receivable balances based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If we determine that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific reserve for bad debt will be recorded to reduce the related receivable to the amount expected to be recovered. We did not record a material amount of allowance for bad debt during 2018 or 2017 . Cash and Cash Equivalents Our cash and cash equivalents include demand deposits with financial institutions and short-term, highly-liquid instruments with original maturities of three months or less when purchased. The carrying value of the deposits and instruments approximates their fair value due to their short-term maturities. Income Taxes We recognize deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) to account for the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets, using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. Any effect on DTAs or DTLs resulting from a change in enacted tax rates is included in income during the period that includes the enactment date. We reduce the carrying amounts of DTAs by a valuation allowance if, based upon all available evidence (both positive and negative), we determine that it is more likely than not that such DTAs will not be realizable. Such assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, our forecasts of future profitability, tax planning strategies, the duration of statutory carryforward periods, and our experience with the utilization of operating loss and tax credit carryforwards before expiration. We apply a recognition threshold and measurement attribute related to uncertain tax positions taken or expected to be taken on our tax returns. We recognize a tax benefit for financial reporting of an uncertain income tax position when it has a greater than 50% likelihood of being sustained upon examination by the taxing authorities. We measure the tax benefit of an uncertain tax position based on the largest benefit that has a greater than 50% likelihood of being ultimately realized, including evaluation of settlements. Inventory We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value in the line item Prepaid expense and other current assets. Property, Equipment and Software We state property and equipment at cost and depreciate such assets using the straight-line method over the estimated useful lives of each asset category. For leasehold improvements, we determine amortization using the straight-line method over the shorter of the lease term or estimated useful life of the asset. We expense repairs and maintenance costs as incurred, while capitalizing betterments and capital improvements and depreciating such costs over the remaining useful life of the related asset. We capitalize qualifying costs of computer software and website development that we incur during the application development stage, as well as the cost of upgrades and enhancements that result in additional functionality, and we amortize such costs using the straight-line method over a period of three years , the expected period of the benefit. Commitments and Contingencies We record a liability for a loss contingency when we determine that it is probable that we have incurred such liability and we can reasonably estimate the amount. Impairments Long-Lived Assets Other Than Indefinite-Lived Intangible Assets When events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we evaluate long-lived assets for potential impairment, basing our testing method upon whether the assets are held for sale or held for use. For assets classified as held for sale, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets held and used, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, we recognize an impairment loss for the difference between the carrying value of the asset and its fair value. During 2018 and 2017 , we recorded impairment losses on certain definite-lived intangible assets (see Note 9 ). Goodwill and Indefinite-Lived Intangible Assets In the fourth quarter of each fiscal year, we test goodwill and indefinite-lived intangible assets for impairment. When testing for impairment, we first evaluate qualitative factors to determine whether events and circumstances indicate that, more likely than not, an indefinite-lived intangible asset is impaired. If, after evaluating the totality of events and circumstances and their potential effect on significant inputs to the fair value determination, we determine that, more likely than not, an indefinite-lived intangible asset is impaired, we then quantitatively test for impairment. During 2018 and 2017 , we recorded impairments of goodwill (see Note 9 ). During 2017 , we also record an impairment related to indefinite-lived intangible assets. Investment We routinely perform an assessment of our investments in Sharecare, Inc. (“Sharecare”) and in AIO to determine if they are other-than-temporarily impaired. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized cost of that investment. As part of our assessment process, we determine whether the impairment is temporary or other-than-temporary. We base our assessment on both quantitative criteria and qualitative information, considering a number of factors including, but not limited to how long the security has been impaired, the amount of the impairment, the financial condition and near-term prospects of the issuer, whether the issuer is current on contractually-obligated interest and principal payments, key corporate events pertaining to the issuer and whether the market decline was affected by macroeconomic conditions. If we determine that an investment has incurred an other-than-temporary impairment, we permanently reduce the cost of the security to fair value and recognize an impairment charge in our consolidated statements of operations. During 2018 or 2017 , we did no t record any impairment of our investments. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows: • Level 1 – Valuations based on quoted prices in active markets for identical assets and liabilities; • Level 2 – Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and • Level 3 – Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable. The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available. Liabilities Related to Warrants Issued We record certain common stock warrants we issued (see Note 4 for more detailed information) at fair value and recognize the change in the fair value of such warrants as a gain or loss which we report in the Other income (expense) section in our consolidated statement of operations. We report some of the warrants that we record at fair value as liabilities because they contain certain provisions allowing for reduction of their exercise price, while others are recorded as liabilities because they contain a conditional promise to issue a variable number of our common stock shares upon the warrants’ expiration, and the monetary amount of such obligation was fixed at the inception of the contract. We estimate the fair value of the warrants using the Monte Carlo Simulation method. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842), which changes GAAP primarily by requiring lessees to recognize, at lease commencement, a lease liability representing the present value of the lessee’s obligation to make lease payments, and a right-of-use asset representing the lessee’s right to use (or control the use of) a specified asset during the lease term, for leases classified as operating leases. For us, the amendments in ASU 2016-02 will become effective on January 1, 2019. We are designing appropriate internal controls and modifying key processes to allow for the implementation of ASU 2016-02, which we anticipate will have a material impact on our balance sheet, as we will be recording right-of-use assets and lease liabilities related to our operating leases, including our leases for office space. We do not anticipate that application of ASU 2016-02 will have a material impact on our statement of operations or cash flows. See Note 13 for information regarding our lease commitments. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3. REVENUE We are not required to include disclosures related to remaining performance obligations because substantially all of our contracts with customers have an original expected duration of one year or less. Disaggregation of Revenue The following table presents a disaggregation of our revenue by major category for the year ended December 31, 2018 (in thousands): Revenue category Year Ended December 31, 2018 Transaction services $ 64,863 Data platform services 8,030 Advertising and other 6,217 Revenue $ 79,110 Significant Judgments When accounting for revenue in accordance with ASC 606, we make certain judgments, such as whether we act as a principal or as an agent in transactions or whether our contracts with customers fall within the scope of ASC 606, that affect the determination of the amount and timing of our revenue from contracts with customers. Based on the current facts and circumstances related to our contracts with customers, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted in terms of their potential impact on the amount and timing of our revenue. Contract Assets and Contract Liabilities We do not currently generate material contract assets. Other than changes resulting from routine business activity, the balance of our Contract liability did not change significantly during the year ended December 31, 2018 . We recognized revenue of $3.1 million during the year ended December 31, 2018 , which was included in the beginning balance of Contract liability at January 1, 2018. Certain Agreements in the Technology and Data Intelligence Segment We completed two fully-integrated AI solutions in December 2018 for which we have fully performed under the agreement and title to the product passed to our customer, so we have recognized cost of revenue of $4.0 million ; however, we have not recognized the $4.6 million of revenue from such projects due to uncertainty regarding the timing of collection of amounts payable to us under the agreement. The uncertainty regarding the timing of collection prevents us from determining that collectibility of all amounts payable to us under the agreements is probable, resulting in a timing difference between recognition of cost and recognition of revenue. Though we cannot recognize the revenue until collectibility is deemed probable, we expect to fully collect the amounts payable to us under our legally-enforceable agreements and, therefore, we recorded a receivable of $4.6 million in Prepaid expense and other current assets, and a liability in Accrued expense and other current liabilities on our 2018 Consolidated Balance Sheet. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4. FAIR VALUE MEASUREMENTS Liabilities Related to Warrants to Purchase Common Stock At the end of each reporting period, we use the Monte Carlo Simulation model to estimate and report the fair value of liabilities related to certain outstanding warrants. As of December 31, 2018 , our outstanding liability-classified warrants include the warrants we issued or that we are obligated to issue as part of the consideration for our acquisition (the “CBG Acquisition”) of assets of China Branding Group Limited (“CBG”) in September 2016 (the “CBG Acquisition Warrants”) and warrants we issued as a result of an amendment to the Financing Agreement related to the acquisition (the “CBG Financing Warrants”). The following table presents the quantitative inputs, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: December 31, 2018 2017 CBG Financing Warrants Expected volatility 70.00 % 60.00 % Risk-free interest rate 2.52 % 1.96 % Expected remaining term (years) 1.73 2.73 CBG Acquisition Warrants Expected volatility 70.00 % 60.00 % Risk-free interest rate 2.46 % 2.25 % Expected remaining term (years) 4.72 5.72 During the fourth quarter of 2018, we increased the expected volatility we use as an input to the model. We made the change after reviewing our recent stock price performance and the historical stock price volatilities of our peer group, which led us to conclude that volatility over the expected period of the warrants would be higher than we had previously estimated. In addition to the quantitative assumptions above, we also consider whether we would issue additional equity and, if so, the price per share of such equity. At December 31, 2018 , we estimated that one future equity financing event would potentially occur within the subsequent twelve months. Our estimate of expected volatility and our stock price tend to have the most significant impact on the estimated fair value of the CBG Financing Warrants and the CBG Acquisition Warrants. If we added or subtracted five percentage points with regard to our estimate of expected volatility, or if our stock price increased or decreased by five percent, our estimates of fair value would change approximately as follows (in thousands): Change in volatility Increase Decrease CBG Financing Warrants $ 65 $ (65 ) CBG Acquisition Warrants 175 (230 ) Change in stock price CBG Financing Warrants $ 30 $ (30 ) CBG Acquisition Warrants 115 (115 ) The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Year Ended December 31, 2018 2017 Balance at beginning of period $ 89,169 $ 25,030 Warrant exercises (59,907 ) — Increase (decrease) in fair value (27,879 ) 64,139 Balance at end of period $ 1,383 $ 89,169 At January 1, 2018, our outstanding liability-classified warrants included warrants we issued in connection with our acquisition of all of the outstanding equity interests in Vegas.com, LLC (“Vegas.com”) in September 2015 (the “VDC Acquisition”) and the financing related thereto (the “VDC Acquisition Warrants” and the “VDC Financing Warrants”, respectively). On January 8, 2018, holders of VDC Acquisition Warrants with respect to 2,416,996 shares of our common stock exercised such warrants. Because the VDC Acquisition Warrants provided that such warrants were exercisable on a cashless basis only, we issued a total of 750,102 shares of common stock in settlement of such warrants without receiving any proceeds from the exercise thereof. On January 10, 2018, we exercised our right to exercise all remaining VDC Acquisition Warrants and VDC Financing Warrants (which right became effective when the closing price of our common stock reached $14.00 ), exercising VDC Acquisition Warrants with respect to 6,184,414 shares of our common stock and VDC Financing Warrants with respect to 3,117,148 shares of our common stock. Because the VDC Acquisition Warrants and VDC Financing Warrants provided that such warrants were exercisable on a cashless basis only, we issued a total of 2,236,915 and 1,385,396 shares of common stock to the holders of the VDC Acquisition Warrants and the VDC Financing Warrants, respectively, in settlement of such warrants without receiving any proceeds from the exercise thereof. Contingent Consideration Issued in Business Acquisition We used the discounted cash flow valuation technique to estimate the fair value of the liability related to certain cash payments stipulated in the VDC Acquisition that were contingent upon the performance of Vegas.com in the years ended December 31, 2016 and 2017, and are contingent upon the performance of Vegas.com in the year ending December 31, 2018 (the “Earnout Payments”). The significant unobservable inputs that we used, which we classify in Level 3 of the fair value hierarchy, were projected earnings before interest, taxes, depreciation and amortization (“EBITDA”), the probability of achieving certain amounts of EBITDA, and the rate used to discount the liability. The following table presents the change during the years ended December 31, 2018 and 2017 in the balance of the liability associated with the Earnout Payments (in thousands): December 31, 2018 2017 Balance at beginning of period $ 1,930 $ 2,830 Payments (1,000 ) (1,000 ) Change in fair value of contingent consideration 60 100 Balance at end of period $ 990 $ 1,930 On the Consolidated Balance Sheets, we included the liability for contingent consideration as a component of Accrued expense and other liabilities. |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | NOTE 5. RESTRICTED CASH Our restricted cash for the year ended December 31, 2018 relates to a Letter of Credit Facility Agreement between Vegas.com and Bank of America, N.A. to satisfy the requirements of several of the vendors for whom we sell products (hotel rooms, air travel, show tickets, et cetera) through our online outlets. By contract, certain vendors require letters of credit as a means of securing our payment to them of amounts related to the sales we make on their behalf. We renew the letter of credit facility annually in May, and the restrictions on the cash related to the letters of credit will remain to the extent we continue to enter into contracts requiring the security of letters of credit. In November 2018, we amended the Letter of Credit Facility Agreement to increase by $1.7 million the total amount of letters of credit we can issue, bringing the total amount of letters of credit issuable to $11.0 million . The following table provides a reconciliation of the amounts separately reported as Cash and cash equivalents and Restricted cash on our consolidated balance sheets with the single line item reported on our consolidated statements of cash flows as Cash, cash equivalents and restricted cash (in thousands): December 31, 2018 2017 Cash and cash equivalents $ 14,410 $ 22,632 Restricted cash reported in current assets 11,138 11,670 Total cash, cash equivalents and restricted cash $ 25,548 $ 34,302 |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATES | NOTE 6. INVESTMENTS IN UNCONSOLIDATED AFFILIATES In 2009, we co-founded a U.S.-based venture, Sharecare, to build a web-based platform that simplifies the search for health and wellness information. The other co-founders of Sharecare were Dr. Mehmet Oz, HARPO Productions, Discovery Communications, Jeff Arnold and Sony Pictures Television. As of December 31, 2018 , we owned approximately five percent of Sharecare’s issued capital stock and maintained representation on its Board of Directors. During June 2018, one of our consolidated VIEs acquired a 20% interest in AIO, a Chinese technology company which provides consulting and data services to the Chinese film industry, in exchange for $1.0 million , a portion of which was paid by December 31, 2018 , and a license to use our proprietary KanKan data intelligence platform in China. Based on our evaluation of the facts and circumstances related to the transaction, we determined that we will account for such transaction using the equity method of accounting. We recognize our equity in the net earnings or losses relating to AIO on a one-quarter reporting lag in our Consolidated Statements of Operations and Comprehensive Loss. For the year ended December 31, 2018 , the amount of our equity in AIO’s net earnings from the date we acquired our interest in AIO until September 30, 2018 was not material. |
PREPAID EXPENSE AND OTHER CURRE
PREPAID EXPENSE AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS The following table presents the components of prepaid expense and other current assets (in thousands): December 31, 2018 2017 Other receivables $ 5,132 $ 1,281 Prepaid expense 2,747 2,036 Deposits 3,420 1,960 Inventory, net 587 234 Other current assets 242 7 Total $ 12,128 $ 5,518 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands, except estimated lives): December 31, Estimated Life 2018 2017 Vehicles 5 $ 1,296 $ 447 Computers and equipment 2 - 12 1,989 1,635 Furniture and fixtures 2 - 9 155 220 Software 3 - 5 21,559 20,773 Software development in progress 2,139 1,935 Leasehold improvements 1 - 10 599 328 Total property, equipment and software $ 27,737 $ 25,338 Less accumulated depreciation and amortization (17,167 ) (11,951 ) Total property, equipment and software, net $ 10,570 $ 13,387 For the year ended December 31, 2018 and 2017 , depreciation (and amortization of software) expense was $5.7 million and $5.6 million , respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS Intangible Assets The following table summarizes intangible assets by category (in thousands): December 31, 2018 December 31, 2017 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,411 $ (917 ) $ 494 $ 2,591 $ (1,663 ) $ 928 Customer relationships 23,186 (14,611 ) 8,575 23,486 (10,539 ) 12,947 Media content and broadcast rights 1,350 (923 ) 427 2,485 (936 ) 1,549 Acquired technology 436 (406 ) 30 578 (461 ) 117 Other intangible assets 68 (68 ) — 68 (68 ) — $ 26,451 $ (16,925 ) $ 9,526 $ 29,208 $ (13,667 ) $ 15,541 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 128 128 129 129 Total intangible assets $ 34,855 $ 17,930 $ 37,613 $ 23,946 For the year ended December 31, 2018 and 2017 , total amortization expense was $5.1 million and $5.5 million , respectively. During the fourth quarter of 2017, we made certain decisions based upon information that came to our attention which led us to determine that certain of our intangible assets related to the CBG Acquisition were impaired, so we recognized a loss of approximately $5.8 million . More specifically, we decided that we would not rely on the customer base underlying our customer relationship intangible asset that we acquired in the CBG Acquisition and would therefore develop our own customer relationships, and that we would not renew the contracts underlying the media broadcast rights that we acquired in the CBG Acquisition. We also believe that certain of the other parties to the Second Amended and Restated Asset and Securities Purchase Agreement in the CBG Acquisition had fraudulently mispresented and concealed material information such that, among other consequences, the Fanstang tradename did not hold more than nominal value to us. On October 24, 2017, we and Intersearch Tax Solutions, Inc. (“ITS”) entered into a quitclaim agreement (the “ITS Agreement”) under which we sold certain domain names and related rights and property to ITS. Pursuant to the ITS Agreement, in exchange for the assets we sold to ITS, we received $0.1 million in cash, $0.2 million in the form of a promissory note (the “ITS Note”), 25% of the amount of tax-extension related revenue generated by hyperlinks on our IRS.com website that link to the domain names ITS purchased from us, and 35% of the amount of gross profit in excess of $0.3 million generated by any of the properties ITS purchased from us. The ITS Note will accrue interest at a rate of 5% per annum, compounded annually, with $0.1 million principal plus related accrued and unpaid interest due and payable on each of April 30, 2018 and April 30, 2019. We recognized an immaterial loss on the sale, which we reported in Other loss on our 2017 Consolidated Statement of Operations and Comprehensive Loss. During the fourth quarter of 2018, we decided that we would outsource video production to a third party for Remark Entertainment. As a result, we determined that the remaining intangible asset related to the CBG Acquisition was impaired based on revised cash flow estimates, so we recognized an impairment loss of approximately $0.6 million . On December 18, 2018, we and Simply FinTech, Inc. (“Simply FinTech”) entered into a quitclaim agreement (the “Simply FinTech Agreement”) under which we sold the Banks.com domain name and related rights and property to Simply FinTech. Pursuant to the Simply FinTech Agreement, in exchange for the assets we sold to Simply FinTech, we received $0.5 million in cash. We recognized a gain of approximately $0.4 million on the sale, which we reported in Other loss on our 2018 Consolidated Statement of Operations and Comprehensive Loss. See Note 15 for details regarding the sale of the IRS.com web domain. The following table presents the aggregate amortization expense related to finite-lived intangible assets for the next five years (in thousands): For the year ending December 31: Amount 2019 $ 4,749 2020 3,481 2021 299 2022 299 2023 299 Goodwill The following table summarizes the changes in goodwill during the year ended December 31, 2018 and December 31, 2017 (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Travel and Entertainment Segment Corporate Entity and Other Business Units Total Travel and Entertainment Segment Corporate Entity and Other Business Units Total Balance at beginning of period $ 18,514 $ 1,585 $ 20,099 $ 18,514 $ 8,249 $ 26,763 Business acquisitions — — — — 2,116 2,116 Impairment of goodwill — (1,585 ) (1,585 ) — (8,796 ) (8,796 ) Other — — — — 16 16 Balance at end of period $ 18,514 $ — $ 18,514 $ 18,514 $ 1,585 $ 20,099 Our sale of substantially all of Banks.com’s remaining assets during the fourth quarter of 2018 prompted us to record the impairment of goodwill noted in the table above, as we determined at that time that will not operate the Banks.com business in the future. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The following table presents the components of our provision for income taxes for the year ended December 31, 2018 , and 2017 , in thousands: Year Ended December 31, 2018 2017 Current Foreign $ (140 ) $ 270 Deferred Federal (527 ) 8 Income tax provision as reported $ (667 ) $ 278 The following table presents a reconciliation between the income tax benefit computed by applying the federal statutory rate and our actual income tax expense: Year Ended December 31, 2018 2017 Income tax benefit at federal statutory rate $ (4,667 ) $ (36,208 ) Change in deferred tax asset valuation allowance 11,806 (18,998 ) Tax reform — 22,496 Tax impact of warrants (5,855 ) 21,807 Tax effects of: Foreign tax rates different than U.S. federal statutory rate (470 ) (85 ) Other permanent items 80 363 Deferred adjustments (1,369 ) 11,505 Other (192 ) (602 ) Income tax provision (benefit) as reported $ (667 ) $ 278 Our 2018 effective tax rate was impacted by maintaining a valuation allowance against domestic federal net deferred tax assets and a permanent tax adjustment related to the fair value of the outstanding warrants. Our 2017 effective tax rate was impacted by maintaining a valuation allowance against domestic federal net deferred tax assets as well as the permanent tax adjustment related to the fair value of the outstanding warrants. Our 2016 effective tax rate was impacted by the recording of a valuation allowance against domestic federal net deferred tax assets and certain permanent adjustments made for tax purposes. The following table presents loss before income tax attributable to domestic and to foreign operations (in thousands): Year Ended December 31, 2018 2017 Domestic $ (10,465 ) $ (107,452 ) Foreign (11,760 ) 995 Loss before income taxes $ (22,225 ) $ (106,457 ) Deferred Tax Assets and Liabilities We assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing DTAs. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2018. Such objective evidence limits our ability to consider other subjective evidence. On the basis of our evaluation, as of December 31, 2018, we continued to maintain the valuation allowance noted in the table below to recognize only the portion of the DTAs that, more likely than not, we can realize. The amount of the DTAs considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for future growth. The following table presents the components of our DTAs and DTLs (in thousands): December 31, 2018 2017 Deferred Tax Assets Net operating loss carryforwards $ 36,090 $ 28,424 Deferred income and reserves 332 382 Amortization of intangibles 4,918 4,315 Share-based compensation expense 7,386 4,419 Differences related to stock basis in equity investment — 233 Other 1,980 148 Gross deferred tax assets $ 50,706 $ 37,921 Valuation allowance (50,176 ) (38,348 ) Deferred tax assets, net of valuation allowance $ 530 $ (427 ) Deferred Tax Liabilities Depreciation of fixed assets (744 ) (314 ) Gross deferred tax liabilities (744 ) (314 ) Net deferred tax liability $ (214 ) $ (741 ) Net operating losses available at December 31, 2018 to offset future taxable income in the U.S. federal, U.S. state, Hong Kong and China jurisdictions are $142.5 million , $31.7 million , $1.7 million and $10.1 million , respectively. The income tax rates in Hong Kong and China are 16.5% and 25% , respectively. The U.S. net operating losses generated prior to 2018 expire between 2019 and 2037. The US net operating losses generated in 2018 have no expiration date and carry forward indefinitely. The net operating losses generated in Hong Kong have no expiration date and carry forward indefinitely, while the net operating losses generated in China have a 5 -year carryover period. We file income tax returns in various domestic and foreign tax jurisdictions with varying statutes of limitations. We are currently under examination by the IRS in the U.S. federal jurisdiction regarding our 2016 tax year, while our 2015, 2017 and 2018 tax years generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, our 2014 through 2017 tax years generally remain subject to examination by the relevant tax authorities. Under the Internal Revenue Code of 1986, as amended (the “Code”), if an ownership change (as defined for income tax purposes) occurs, §382 of the Code imposes an annual limitation on the amount of a corporation's taxable income that can be offset by net operating loss carryforwards. During our 2014 tax year, we analyzed recent acquisitions and ownership changes and determined that certain of such transactions qualified as an ownership changes under §382. As a result, we will likely not be able to use a portion of our net operating loss carryforwards. For the years ended December 31, 2018 and 2017 , we had no unrecognized tax benefits, and we have not taken any tax positions which we expect might significantly change unrecognized tax benefits during the 12 months following December 31, 2018 . We comply with tax legislation and rules that apply in jurisdictions in which we operate around the globe, to the best of our ability. In China, we incur certain business expenses subject to jurisdictionally specific requirements. While we have adhered to such rules, circumstances exist outside of our control that create uncertainty relative to our ability to sustain certain deductions. We believe, at a more likely than not level, we will sustain such deductions; however, taxing authorities in China may take an alternative position. Tax Reform On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), which makes broad and complex changes to the U.S. tax code that affected the 2017 tax year, including, but not limited to, (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries and (2) bonus depreciation that will allow for full expensing of qualified property. The Tax Act also establishes new tax laws that affect the 2018 tax year and future tax years, including, but not limited to: (1) reduction of the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) a new limitation on deductible interest expense; (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (4) elimination of the corporate alternative minimum tax (AMT); (5) a new provision designed to tax global intangible low-taxed income (GILTI); (6) the creation of the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) limitations on the deductibility of certain executive compensation; and (8) changing rules related to uses of and limitations of net operating losses (NOLs) generated after December 31, 2017. Staff of the Securities and Exchange Commission (the “SEC”) issued SAB 118, which provided guidance on accounting for the tax effects of the Tax Act. The guidance provides for a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete their accounting for the Tax Act under GAAP. Our accounting for all elements of the Tax Act was completed during the fourth quarter of 2018. Consistent with SAB 118, we included reasonable estimates of certain effects and, therefore, recorded provisional adjustments as of December 31, 2017 for certain aspects of the Tax Act. For others, we were not able to make reasonable estimates and did not record provision adjustments. We completed our accounting for all aspects of the Tax Act during the fourth quarter of 2018 as follows: Impact on DTAs and DTLs from reduction of U.S. federal corporate tax rate We computed the provisional impact of the reduced tax rate (from 35% to 21%) on our U.S. federal DTAs and DTLs, which were remeasured as of December 31, 2017. We also computed the provisional impact on our valuation allowance as it relates to our U.S. federal DTAs and DTLs and appropriately adjusted our valuation allowance as of December 31, 2017. During the fourth quarter of 2018, we completed our accounting for the remeasured federal DTAs and DTLs and corresponding valuation allowance, making no changes to the provisional amounts recorded in the year ended December 31, 2017. Valuation Allowances During the fourth quarter of 2018, we completed our accounting for the need and amount of valuation allowance, making no changes to the provisional amounts recorded in the year ended December 31, 2017. Deemed Repatriation Tax As of December 31, 2017, we were unable to record a reasonable estimate of the amount of transition tax. During the fourth quarter of 2018, we completed our accounting for transition tax and did not record any amount of liability because we have cumulative tax losses in all non-US tax jurisdictions. Global Intangible Low Taxed Income (GILTI) As of December 31, 2017, we did not make a provisional estimate for the impact of GILTI. During the fourth quarter of 2018, we completed our accounting for GILTI and have made a policy choice to account for GILTI as a current period expense when incurred. We account for the undistributed earnings of subsidiaries as a temporary difference, except that we do not record DTLs for undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested in foreign jurisdictions. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 11. DEBT Short-Term Debt On April 12, 2017, we issued a short-term note payable in the principal amount of $3.0 million to a private lender in exchange for cash in the same amount. The agreement, which does not have a stated interest rate, required us to repay the note plus a fee of $115 thousand on the maturity date of June 30, 2017. The note is accruing interest at $500 per day on the unpaid principal until we repay the note in full. Other Debt The following table presents debt as of (in thousands): December 31, 2018 2017 Loan due September 2020 $ 35,500 $ 35,500 Unamortized original issue discount (1,418 ) (836 ) Unamortized debt issuance cost (18 ) (79 ) Carrying value of Loan 34,064 34,585 Exit fee payable in relation to Loan 1,250 3,500 Total long-term debt $ 35,314 $ 38,085 Less: current portion (35,314 ) (38,085 ) Long-term debt, less current portion and net of debt issuance cost $ — $ — On September 24, 2015, we entered into the Financing Agreement, pursuant to which the Lenders provided us with the $27.5 million Loan. We entered into Amendment No. 1 to Financing Agreement on September 20, 2016 which, among other changes, increased the Loan by $8.0 million to a total aggregate principal amount of $35.5 million . As of December 31, 2018 , after amendments and other events described below, the Loan bore interest at three-month LIBOR (with a floor of 1% ) plus 11% per annum, payable monthly, and had a maturity date of September 30, 2020. As of December 31, 2018 , the applicable interest rate on the Loan was approximately 13% per annum. In connection with the Financing Agreement, we also entered into a security agreement dated as of September 24, 2015 (the “Security Agreement”) with the other Borrowers and the Guarantors for the benefit of MGG, as collateral agent for the Secured Parties referred to therein, to secure the obligations of the Borrowers and the Guarantors under the Financing Agreement. The Security Agreement provides for a first-priority lien on, and security interest in, all assets of Remark and our subsidiaries, subject to certain exceptions. On October 25, 2017, we entered into Amendment No. 2 and Waiver and Consent to Financing Agreement, pursuant to which the Lenders waived specified events of default under the Financing Agreement occurring prior to January 1, 2018, including but not limited to events of default resulting from our non-compliance with covenants requiring minimum consolidated EBITDA of Remark and its subsidiaries and value of our assets. The Lenders also waived the covenant related to restricted cash balance through September 19, 2017. On December 5, 2017, we entered into Amendment No. 3 to Financing Agreement pursuant to which the Lenders agreed, among other things, to modify certain of our covenants under the Financing Agreement, including (i) replacing the covenant regarding consolidated EBITDA of Remark and our subsidiaries with a covenant regarding consolidated gross revenue of our subsidiaries engaged in the operation of our KanKan business, (ii) modifying the covenants regarding consolidated EBITDA of Vegas.com and its subsidiaries and the value of certain of our assets, and (iii) increasing the amount we are permitted to invest in our non-U.S. subsidiaries operating our KanKan business, subject to certain conditions. On April 30, 2018, we entered into Amendment No. 4 and Waiver to Financing Agreement (the “Fourth Financing Amendment”), which provided for, among other things, (i) a reduction in the interest rate on the remaining amount outstanding under the Financing Agreement to three-month LIBOR plus 8.5% per annum, (ii) an extension of the maturity date under the Financing Agreement to September 30, 2020, (iii) a modification of certain of our covenants under the Financing Agreement, including covenants regarding capital expenditures, minimum value of certain of our assets, consolidated EBITDA of Vegas.com and its subsidiaries, and revenue generated by KanKan, (iv) an increase in the amount we are permitted to invest in our non-U.S. subsidiaries operating our KanKan business (v) a waiver by the Lenders of certain events of default under the Financing Agreement and (vi) prepayment by the Borrowers of $8.0 million principal amount outstanding and $3.5 million of exit fees under the Financing Agreement within 60 days following the date of the Fourth Financing Amendment. In consideration for the Lenders’ entry into the Fourth Financing Amendment, we also paid a closing fee of approximately $413 thousand . Effective as of June 29, 2018, we entered into Amendment No. 5 and Waiver to Financing Agreement (the “Fifth Financing Amendment”) pursuant to which the Lenders agreed, among other things, to extend the due date of the prepayments required by the Fourth Financing Amendment for up to three months , provided that we made extension payments on the first business day of each such month. The extension payments were $250,000 for each of the first two months and $500,000 for the third month, with the final extension period ending on September 28, 2018. We made the extension payments required by the Fifth Financing Amendment to extend the due date of the prepayments required by the Fourth Financing Amendment to September 28, 2018; however, we failed to prepay the $8.0 million principal amount and $3.5 million of exit fees due on such date. Such failure to make the required payments constitutes an event of default under the Financing Agreement and as a result, from September 28, 2018, the Loan bore interest at three-month LIBOR plus 11.0% , the default interest rate. The Financing Agreement also contains certain affirmative and negative covenants (including, but not limited to, financial covenants with respect to quarterly EBITDA levels and the value of our assets). As of December 31, 2018 and September 30, 2018, we were not in compliance with the covenants under the Financing Agreement requiring minimum revenue from our KanKan business during the year ended December 31, 2018 of $25.0 million and during the trailing nine month period ended September 30, 2018 of $12.6 million , as actual revenue from our KanKan business during such periods was $8.0 million and $5.6 million , respectively. Our non-compliance with such covenants constitute events of default under the Financing Agreement. On October 4, 2018, $2.25 million held in a cash collateral account to secure our obligations under the Financing Agreement (such amount reflected in Restricted cash in our consolidated balance sheet) was transferred to the Lenders and applied to the amount of exit fees due and payable under the Financing Agreement. The Financing Agreement requires us to maintain a balance in that account of at least $2.25 million and we have not replaced that amount transferred to Lenders, which constitutes an event of default under the Financing Agreement. On October 16, 2018, in connection with our discussions with Lenders regarding a resolution of the events of default then existing under the Financing Agreement described herein, we agreed to increase the amount of the exit fees payable to the Lenders under the Financing Agreement by $1.0 million . See Note 17 for additional information regarding the Lenders’ willingness to forbear from taking enforcement action as a result of our events of default. We accounted for the Second Financing Amendment through the Fifth Financing Amendment as debt modifications, individually and collectively resulting in an immaterial amount of debt issuance cost expensed as incurred. The Fourth Financing Amendment and the Fifth Financing Amendment added additional debt discount totaling $1.5 million during the year ended December 31, 2018, while the Second Financing Amendment and the Third Financing Amendment added additional debt discount totaling $1.0 million during the year ended December 31, 2017, all of which is being amortized over the remaining term of the debt. |
OTHER LIABILITIES
OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 12. OTHER LIABILITIES The following table presents the components of other liabilities (in thousands): December 31, 2018 2017 Deferred rent $ 1,583 $ 1,820 Accrued early lease termination liability 1,137 — Contingent consideration liability — 940 Deferred tax liability 214 741 Other 34 — Total $ 2,968 $ 3,501 During the first quarter of 2018, we determined that we would no longer use certain leased office space and, as a result, we sublet the majority of such office space to third parties. As a result of our decision, we recognized $2.3 million of unallocated rent expense in the corporate entity, and an associated liability for early lease termination. The current portion of the liability is recorded in Accrued expense and other current liabilities, with the long-term portion recorded in Other liabilities (see table above). The following table presents the change in the liability balance related to the early lease termination (in thousands): December 31, 2018 Balance at beginning of period $ — Establishment of early lease termination liability 2,295 Payment of rent and other costs (1,039 ) Receipt of amounts due under subleases 223 Other 22 Balance at end of period $ 1,501 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13. COMMITMENTS AND CONTINGENCIES Letters of Credit As detailed in Note 5 , we are party to a letter of credit facility under which certain third parties could potentially require us to make payment. At December 31, 2018 , we had restricted approximately $11.1 million of cash for potential payments under our letter of credit facility. Lease Commitments We are party to various operating leases for office space, certain of which contain rent escalation clauses and renewal options, under which we incur rent expense that we recognize on a straight-line basis over the lease term. Our operating lease obligations expire on various future dates, with the latest expiring in 2024. For the years ended December 31, 2018 and 2017 , we incurred approximately $4.8 million and $3.1 million of rent expense, respectively. The following table presents future minimum lease payments under non-cancelable operating leases (in thousands): Future Minimum Lease Payments 2019 $ 3,713 2020 3,262 2021 3,169 2022 2,686 2023 1,793 Thereafter 301 Total $ 14,924 We did not reduce future minimum lease payments in the table above by minimum sublease rentals of approximately $2.2 million due in the future under noncancelable subleases. Other Commitment On February 22, 2018, Vegas.com entered into an agreement for use of a suite at the new stadium being built in Las Vegas for the Vegas Raiders team of the National Football League. Under the agreement, we are obligated to pay $0.2 million on each of March 1, 2019 and March 1, 2020, and thereafter we are obligated to pay an aggregate of $7.2 million in 14 annual installments beginning on the March 1 st after the Vegas Raiders play their first game in the new stadium. Contingencies We are neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us; therefore, we have not accrued any contingent liabilities related to such proceedings. Pursuant to the terms of the purchase agreement we entered into in connection with the VDC Acquisition, we are obligated to make one more Earnout Payment, which is due in the second quarter of 2019. As of December 31, 2018 we have accrued approximately $1.0 million related to the Earnout Payment. |
STOCKHOLDERS' EQUITY, STOCK-BAS
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE | NOTE 14. STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE Equity Issuances On July 2, 2018, we entered into the 2018 Aspire Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Aspire Capital to purchase up to an aggregate of $30.0 million of shares of our common stock over the 30 -month term of the 2018 Aspire Purchase Agreement. The 2018 Aspire Purchase Agreement replaced the 2016 Aspire Purchase Agreement, which was terminated under the terms of the 2018 Aspire Purchase Agreement. Under the 2018 Aspire Purchase Agreement, on any trading day over the 30 -month term of such agreement, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 50,000 shares of our common stock per business day, up to an aggregate of $30.0 million under the 2018 Aspire Purchase Agreement, at a per share price (the “Purchase Price”) equal to the lesser of (i) the lowest sale price of our common stock on the purchase date or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive trading days ending on the trading day immediately preceding the purchase date. The aggregate purchase price payable by Aspire Capital on any one purchase date may not exceed $250,000 , unless otherwise mutually agreed. The parties may mutually agree to increase the number of shares of our common stock that may be purchased per trading day pursuant to the terms of the 2018 Aspire Purchase Agreement to 3,000,000 shares. In addition, on any trading day on which we submit a Purchase Notice to Aspire Capital to purchase at least 50,000 shares, we also have the right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of our common stock equal to up to 30% of the aggregate shares of our common stock traded on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares we may determine, and a minimum purchase price threshold equal to the greater of (i) 80% of the closing price of our common stock on the business day immediately preceding the VWAP Purchase Date or (ii) a higher price that may be determined by us. The purchase price per share pursuant to such VWAP Purchase Notice will be equal to the lesser of (i) the closing sale price of our common stock on the VWAP Purchase Date, or (ii) 97% of the volume-weighted average price for our common stock traded on its principal market on the VWAP Purchase Date, subject to certain exceptions. We may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed. In addition, Aspire Capital will not be required to buy any shares of our common stock pursuant to a Purchase Notice that is received by Aspire Capital on any trading day on which the last closing trade price of our common stock is below $1.00 . There are no trading volume requirements or restrictions under the 2018 Aspire Purchase Agreement, and we will control the timing and amount of sales of our common stock to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as directed by us in accordance with the 2018 Aspire Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the 2018 Aspire Purchase Agreement. The 2018 Aspire Purchase Agreement may be terminated by us at any time, at our discretion, without any cost to us. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the 2018 Aspire Purchase Agreement. The 2018 Aspire Purchase Agreement provides that the total number of shares that may be issued pursuant to such agreement is limited to 6,629,039 shares (the “2018 Aspire Exchange Cap”), or 19.99% of our shares of common stock outstanding as of the date of the 2018 Aspire Purchase Agreement, unless stockholder approval is obtained in accordance with the rules of the Nasdaq Stock Market. If stockholder approval is not obtained, such limitation will not apply after the 2018 Aspire Exchange Cap is reached if at all times thereafter the average purchase price paid for all shares issued under the 2018 Aspire Purchase Agreement is equal to or greater than $3.91 per share. The 2018 Aspire Purchase Agreement also provides that at no time will Aspire Capital (together with its affiliates) beneficially own more than 19.99% of our outstanding shares of common stock. As of December 31, 2018 , we have issued to Aspire Capital a total of 3,308,812 shares of our common stock under the 2018 Aspire Purchase Agreement, including 3,095,238 shares purchased by Aspire Capital for an aggregate purchase price of $10.0 million , and 213,574 shares issued to Aspire Capital upon executing the 2018 Aspire Purchase Agreement. We also issued the shares of our common stock in settlement of the warrants as described in Note 4 . During the years ended December 31, 2018 and 2017 , we issued a total of 2,584,616 and 2,110,379 shares of our common stock to investors in certain private placements in exchange for approximately $3.6 million and $13.8 million in cash, respectively. Stock-Based Compensation We are authorized to issue equity-based awards with respect to as many as 525,000 , 10,000,000 and 10,000,000 shares of our common stock under our 2010 Equity Incentive Plan, our 2014 Incentive Plan, and our 2017 Incentive Plan, respectively, each of which our stockholders have approved. We also award cash bonuses (“China Cash Bonuses”) to our employees in China, which grants are not subject to a formal incentive plan and which can only be settled in cash. We grant such awards to attract, retain and motivate eligible officers, directors, employees and consultants. Under each of the plans, we have granted shares of restricted stock and options to purchase common stock to our officers and employees with exercise prices equal to or greater than the fair value of the underlying shares on the grant date. Stock options and China Cash Bonuses awarded generally expire 10 years from the grant date. All forms of equity awards and the China Cash Bonuses vest upon the passage of time, the attainment of performance criteria, or both. When participants exercise stock options, we issue any shares of our common stock resulting from such exercise from new authorized and unallocated shares available at the time of exercise. We estimate the fair value of stock option awards using the BSM Model. During the periods noted, we applied the following weighted-average assumptions: Year Ended December 31, 2018 2017 Expected term in years 6.0 6.0 Expected volatility 60 % 50 % Expected dividends — % — % Risk-free interest rate 2.37 % 2.00 % We estimated the expected term based upon historical data. The risk-free interest rate is based on the U.S. Treasury yield curve appropriate for the expected term on the date of grant, and we estimate the expected volatility primarily using the historical volatility of our common stock. Actual compensation, if any, ultimately realized may differ significantly from the amount estimated using an option-pricing model. The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of December 31, 2018 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2018 9,397,056 $ 3.80 Granted 1,915,500 6.78 Exercised (381,445 ) 2.58 Forfeited, cancelled or expired (56,262 ) 5.61 Outstanding at December 31, 2018 10,874,849 $ 4.36 7.5 $ — Exercisable at December 31, 2018 10,630,224 $ 4.33 7.5 $ — The following table summarizes the status of non-vested stock options as of December 31, 2018 , and changes during the year then ended: Shares Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2018 1,111,826 $ 1,202 Granted 1,915,500 12,758 Vested (2,742,359 ) 13,449 Forfeited (40,342 ) 69 Non-vested at December 31, 2018 244,625 $ 439 For the year ended December 31, 2017 , the weighted-average grant-date fair value of options granted was $3.1 million . For the years ended December 31, 2018 and 2017 , we received proceeds from stock option exercises totaling approximately $1.0 million and $1.8 million , respectively, while the total intrinsic values of all stock option exercises during each of such years was approximately $1.5 million and $1.1 million , respectively. As of December 1, 2017, we changed the way we compensate our employees in China. On that date, we cancelled stock options previously issued to China employees and compensated such employees with China Cash Bonuses. The amount and timing of each China Cash Bonus paid is determined in a manner similar to stock appreciation rights. We accounted for the change to China Cash Bonuses, which affected approximately 40 of our China employees, as modifications of the original awards, recognizing incremental compensation expense of approximately $0.5 million in 2017. The following table summarizes activity related to the liability-classified China Cash Bonuses as of December 31, 2018 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2018 266,500 $ 3.84 Granted 1,421,375 5.92 Exercised (7,875 ) 4.23 Forfeited, cancelled or expired (215,250 ) 5.70 Outstanding at December 31, 2018 1,464,750 $ 5.60 9.1 $ — Exercisable at December 31, 2018 500,000 $ 5.19 8.8 $ — During the year ended December 31, 2018 , we did not award restricted stock under our equity incentive plans. The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands): Year Ended December 31, 2018 2017 Stock options $ 13,494 $ 2,765 China Cash Bonuses (546 ) 602 Restricted stock — 853 Total $ 12,948 $ 4,220 The following table presents information regarding unrecognized share-based compensation cost associated with stock options and China Cash Bonuses: December 31, 2018 Unrecognized share-based compensation cost for non-vested awards (in thousands): Stock options 355 China Cash Bonuses 203 Weighted-average years over which unrecognized share-based compensation expense will be recognized: Stock options 1.1 China Cash Bonuses 1.1 Net Income (Loss) per Share For the years ended December 31, 2018 and 2017 , there were no reconciling items related to either the numerator or denominator of the loss per share calculation. Securities which would have been anti-dilutive to a calculation of diluted earnings per share include: • the outstanding stock options described above; • the outstanding CBG Acquisition Warrant, which may be exercised to purchase 40,000 shares of our common stock at a per-share exercise price of $10.00 (we are also committed to the future issuance of additional CBG Acquisition Warrants at the same per-share exercise price as the CBG Acquisition Warrant that has already been issued), and the outstanding CBG Financing Warrants, which may be exercised to purchase 3,221,777 shares of our common stock at an exercise price of $4.56 per share; and • the warrants issued in conjunction with our acquisition of Hotelmobi, Inc., which may be exercised to purchase 1,000,000 shares of our common stock, half at an exercise price of $8.00 per share and half at an exercise price of $12.00 per share. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15. RELATED PARTY TRANSACTIONS On June 11, 2018, we sold the IRS.com web domain to a company in which our former CFO has a significant ownership interest. The consideration consisted of a cash payment of approximately $0.6 million and assumed liabilities of approximately $0.1 million . We recognized a gain of approximately $0.6 million on the transaction which is reported in Other gain (loss) on our 2018 Consolidated Statement of Operations and Comprehensive Loss. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 16. SEGMENT INFORMATION We currently report on two segments: our Travel & Entertainment segment, which provides our customers with access to a full range of travel and entertainment services in Las Vegas and surrounding areas, and our Technology & Data Intelligence segment, which provides products and services to our customers based upon the data collected and processed by our proprietary data intelligence software. Our chief operating decision makers use Adjusted EBITDA as the primary measure of profitability for evaluating the operational performance of our reportable segments. Adjusted EBITDA represents operating income (loss) plus depreciation and amortization expense, share-based compensation expense, impairments and net other income, less other loss. For our Travel & Entertainment segment, Adjusted EBITDA includes an allocation of rent expense, which allocation we base on usage of space. We do not allocate certain other types of shared expense, such as legal and accounting, to our reportable segments; such costs are included in Corporate Entity and Other. The following table presents certain financial information regarding our business segments and other entities for the years ended December 31, 2018 and 2017 (in thousands): Travel & Entertainment Technology & Data Intelligence Corporate Entity and Other Consolidated Year Ended December 31, 2018 Revenue $ 69,057 $ 8,030 $ 2,023 $ 79,110 Adjusted EBITDA $ 9,043 $ (11,061 ) $ (15,563 ) $ (17,581 ) Year Ended December 31, 2017 Revenue $ 61,543 $ 5,744 $ 3,314 $ 70,601 Adjusted EBITDA $ 6,562 $ (3,116 ) $ (11,183 ) $ (7,737 ) The following table reconciles Adjusted EBITDA for our business segments to Operating loss (in thousands): Travel & Entertainment Technology & Data Intelligence Corporate Entity and Other Consolidated Year Ended December 31, 2018 Adjusted EBITDA $ 9,043 $ (11,061 ) $ (15,563 ) $ (17,581 ) Less: Depreciation and amortization (8,786 ) (653 ) (1,436 ) (10,875 ) Impairments — — (2,209 ) (2,209 ) Share-based compensation expense (523 ) 185 (12,610 ) (12,948 ) Other income, net (15 ) (225 ) (42 ) (282 ) Plus: Other loss 28 2 (888 ) (858 ) Operating loss $ (253 ) $ (11,752 ) $ (32,748 ) $ (44,753 ) Year Ended December 31, 2017 Adjusted EBITDA $ 6,562 $ (3,116 ) $ (11,183 ) $ (7,737 ) Less: Depreciation and amortization (8,473 ) (520 ) (2,077 ) (11,070 ) Impairments — — (14,646 ) (14,646 ) Share-based compensation expense — — (4,220 ) (4,220 ) Other income, net (19 ) (3 ) (1 ) (23 ) Plus: Other loss 125 6 186 317 Operating loss $ (1,805 ) $ (3,633 ) $ (31,941 ) $ (37,379 ) The following table presents total assets for our segments (in thousands): December 31, 2018 2017 Travel and entertainment segment $ 73,089 $ 75,820 Technology and data intelligence segment 15,563 7,579 Corporate entity and other business units 5,156 20,138 Consolidated $ 93,808 $ 103,537 In the table above, we have restated total segment assets at December 31, 2017 for our Technology and Data Intelligence segment as well as the balance of total assets related to our corporate entity and other business units to conform to the current year presentation. We made the reporting change in response to a change in the way we analyze asset balances when making resource allocation decisions at the segment level. Capital expenditures for our travel and entertainment segment totaled $2.2 million and $2.3 million during the years ended December 31, 2018 and 2017 , respectively, while capital expenditures for our technology and data intelligence segment totaled $0.7 million and $1.2 million during the same periods, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS Agreements with Lenders On March 15, 2019, we entered into a Membership Interest Purchase Agreement (the “VDC Purchase Agreement”) with VDC-MGG Holdings LLC, a Delaware limited liability company (“Purchaser”). Pursuant to the terms of the VDC Purchase Agreement, we agreed to sell to Purchaser all of the issued and outstanding membership interests of Vegas.com, for an aggregate purchase price of $30 million (the “VDC Transaction”). By purchasing the membership interest of Vegas.com, the Purchaser effectively assumed an amount of negative working capital. The cash proceeds of the VDC Transaction will be used to pay amounts due under that certain Financing Agreement dated as of September 24, 2015 (as amended, the “Financing Agreement”), by and among us and certain of our subsidiaries as borrowers, certain of our subsidiaries as guarantors, the lenders from time to time party thereto (the “Lenders”), and MGG Investment Group LP (“MGG”), in its capacity as collateral agent and administrative agent for the Lenders, of which approximately $10.0 million will remain outstanding after giving effect to the application of such cash proceeds. The Purchaser is an affiliate of MGG. The VDC Purchase Agreement contains representations, warranties, covenants, indemnification provisions and closing conditions customary for transactions of this type. The VDC Purchase Agreement also contains a restriction on Vegas.com making any payment or transfer of funds, cash or any other asset to us or our other subsidiaries in excess of $150,000 in the aggregate in any 30 -day period from and after the date of the VDC Purchase Agreement. Additionally, the VDC Purchase Agreement contains the following closing conditions, among others: (i) Vegas.com’s purchasing at its expense a six-year tail directors’ and officers’ liability insurance policy; (ii) with respect to certain intellectual property license agreement pursuant to which certain intellectual property is licensed to Vegas.com, execution and delivery of an assignment of such agreement by the licensor party to such agreement to the record owner of the relevant intellectual property; and (iii) approval of the VDC Transaction by the holders of a majority of our outstanding shares of common stock (“Stockholder Approval”). Under the VDC Purchase Agreement, we also agreed that we will not, and we will cause Vegas.com not to, engage in certain transactions or take certain actions prior to closing without Purchaser’s prior written consent. The VDC Purchase Agreement is subject to customary termination provisions, and also may be terminated (i) by Purchaser, if we did not file a preliminary proxy statement related to the VDC Purchase Agreement with the SEC within five business days after the date of the VDC Purchase Agreement (we filed the preliminary proxy statement on March 22, 2019), (ii) by either party, if our stockholders vote on approval of the VDC Purchase Agreement and the VDC Transaction at a stockholder meeting held for such purpose (the “Special Meeting”) and Stockholder Approval is not obtained, (iii) by either party, if the closing does not occur before June 15, 2019, which deadline may be extended by Purchaser in its sole discretion to August 15, 2019 if Stockholder Approval is not obtained by June 15, 2019, or (iv) by either party, if our board of directors (the “Board”) makes a “Seller Adverse Recommendation Change” (as defined in the VDC Purchase Agreement) in accordance with the terms of the VDC Purchase Agreement, which may relate to, among other things, the Board’s approval of an alternative third party acquisition proposal. The Board’s ability to make a Seller Adverse Recommendation Change is subject to the Board’s determination, after consultation with independent financial advisors and outside legal counsel, that the failure to make such a Seller Adverse Recommendation Change would be inconsistent with the Board’s fiduciary duties under applicable law. Additionally, before the Board can make a Seller Adverse Recommendation Change, we are required to give Purchaser notice and, if and to the extent desired by Purchaser, negotiate with Purchaser in good faith to make adjustments to the terms of the VDC Purchase Agreement. In connection with our entry into the VDC Purchase Agreement, in its capacity as administrative agent and collateral agent for the Lenders, MGG provided us with a letter in which MGG (a) consented to the VDC Transaction, or to an alternative transaction to sell all of the issued and outstanding membership interests of Vegas.com under certain limited conditions (an “Alternative Transaction”) and (b) agreed it is willing to forbear from taking enforcement actions under the Financing Agreement and applicable law, effective on such date as we pay certain outstanding costs and expenses of the Lenders payable under the Financing Agreement, through up to June 4, 2019. The forbearance will terminate early under certain circumstances, including but not limited to the following: (i) if any event of default occurs under the Financing Agreement, other than those previously specified by us to the Lenders; (ii) if we or Vegas.com breach or default under the VDC Purchase Agreement; (iii) if the VDC Purchase Agreement is terminated for any reason other than for us to enter into an agreement with respect to an Alternative Transaction under the conditions specified in the VDC Purchase Agreement; (iv) if we do not file a preliminary proxy statement with the SEC within five business days after the date of the VDC Purchase Agreement; (v) if we do not file a definitive proxy statement with the SEC within three business days after expiration of the required 10 -day waiting period after filing the preliminary proxy statement, or if we receive SEC comments, on the earlier of (x) three business days after resolution of such comments and (y) April 24, 2019; (vi) if we do not hold the Special Meeting within 40 calendar days after the filing of the definitive proxy statement with the SEC; and (vii) if the VDC Transaction does not close in accordance with the VDC Purchase Agreement within one business day after the Special Meeting. The forbearance letter with MGG also (i) restricts Vegas.com from transferring cash or other assets to us or our other subsidiaries in excess of $150,000 in any 30 -day consecutive period, (ii) restricts us and our domestic subsidiaries from transferring cash or other assets to our foreign subsidiaries in excess of $10,000 , other than the transfer of cash proceeds from certain future equity issuances and (iii) requires us to deliver to MGG a rolling 13-week cash flow forecast each week. If MGG’s forbearance expires, as a result of existing events of default under the Financing Agreement (as previously disclosed in our filings with the SEC), the Lenders may declare our obligations under the Financing Agreement, including all unpaid principal and interest, due and payable immediately and exercise such other rights available to them under the Financing Agreement, which could have a material adverse effect on our financial condition. Additionally, in connection with our entry into the VDC Purchase Agreement, we are in discussions with MGG regarding a resolution of the existing events of default under the Financing Agreement and an amendment to the Financing Agreement, anticipated to be entered into at the closing of the VDC Transaction. We cannot provide any assurance that we will be successful in completing the VDC Transaction or resolving the existing events of default under the Financing Agreement, or that the Lenders will forbear from taking any enforcement actions against us. Sale of Common Stock On March 21, 2019, we sold 1,666,667 shares of our common stock to Aspire Capital in exchange for $2.5 million . New Common Stock Purchase Agreement On March 29, 2019, we entered into a common stock purchase agreement (the “2019 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Aspire Capital to purchase up to an aggregate of $30.0 million of shares of our common stock over the 30 -month term of the 2019 Aspire Purchase Agreement. Upon the satisfaction of certain commencement conditions set forth in the 2019 Aspire Purchase Agreement, the 2019 Aspire Purchase Agreement will replace the 2018 Aspire Purchase Agreement, which will terminate under the terms of the 2019 Aspire Purchase Agreement. In consideration for entering into the 2019 Aspire Purchase Agreement, upon commencement of the 2019 Aspire Purchase Agreement, we will issue to Aspire Capital $0.9 million of shares of our common stock. Under the 2019 Aspire Purchase Agreement, on any trading day over the 30 -month term of such agreement, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 50,000 shares of our common stock per trading day, up to an aggregate of $30.0 million under the 2019 Aspire Purchase Agreement, at a per share price (the “Purchase Price”) equal to the lesser of (i) the lowest sale price of our common stock on the purchase date or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive trading days ending on the trading day immediately preceding the purchase date. The aggregate purchase price payable by Aspire Capital on any one purchase date may not exceed $250,000 , unless otherwise mutually agreed. The parties may mutually agree to increase the number of shares of our common stock that may be purchased per trading day pursuant to the terms of the 2019 Aspire Purchase Agreement to 3,000,000 shares. In addition, on any trading day on which we submit a Purchase Notice to Aspire Capital to purchase at least 50,000 shares, we also have the right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of our common stock equal to up to 30% of the aggregate shares of our common stock traded on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares we may determine, and a minimum purchase price threshold equal to the greater of (i) 80% of the closing price of our common stock on the trading day immediately preceding the VWAP Purchase Date or (ii) a higher price that may be determined by us. The purchase price per share pursuant to such VWAP Purchase Notice will be equal to the lesser of (i) the closing sale price of our common stock on the VWAP Purchase Date, or (ii) 97% of the volume-weighted average price for our common stock traded on its principal market on the VWAP Purchase Date. We may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed. In addition, Aspire Capital will not be required to buy any shares of our common stock pursuant to a Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.25 . There are no trading volume requirements or restrictions under the 2019 Aspire Purchase Agreement, and we will control the timing and amount of sales of our common stock to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as directed by us in accordance with the 2019 Aspire Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the 2019 Aspire Purchase Agreement. The 2019 Aspire Purchase Agreement may be terminated by us at any time, at our discretion, without any cost to us. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the 2019 Aspire Purchase Agreement. The 2019 Aspire Purchase Agreement provides that the total number of shares that may be issued pursuant to such agreement is limited to 8,140,373 shares (the “2019 Aspire Exchange Cap”), or 19.99% of our shares of common stock outstanding as of the date of the 2019 Aspire Purchase Agreement, unless stockholder approval is obtained in accordance with the rules of the Nasdaq Stock Market. If stockholder approval is not obtained, such limitation will not apply after the 2019 Aspire Exchange Cap is reached if at all times thereafter the average purchase price paid for all shares issued under the 2019 Aspire Purchase Agreement is equal to or greater than $1.85 per share. The 2019 Aspire Purchase Agreement also provides that at no time will Aspire Capital (together with its affiliates) beneficially own more than 19.99% of our outstanding shares of common stock. Pending Settlement of CBG Litigation In January 2019, we and CBG and the CBG’s joint official liquidators (the “JOLs”) entered into a Stipulation for Settlement which sets forth the binding terms of our settlement agreement (the “Stipulation for Settlement”). Pursuant to the Stipulation for Settlement, we shall issue fully-transferable warrants on a non-diluted basis allowing for the purchase of 5,710,000 shares of our common stock at a per-share exercise price of $6.00 , which warrants are exercisable for a period of 5 years from the date of the Stipulation for Settlement, and which we have the right to cause the warrant holders to exercise if the closing price of our common stock is $8.00 or greater on any 5 non-consecutive days in any consecutive 30 -day trading window. The parties to the Stipulation for Settlement also agreed to negotiate anti-dilution provisions for the warrants. In exchange for the foregoing consideration, the parties to the Stipulation for Settlement agreed to release their claims against each other and enter into a written definitive settlement agreement. After entering into the Stipulation for Settlement, the JOLs demanded the warrants also include an exchange right. We rejected this request as it is a material term that was not included in the Stipulation for Settlement, which we believe is binding and enforceable. We filed a motion to enforce the Stipulation for Settlement on March 12, 2019, and intend to vigorously protect our rights thereunder. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation We include all of our subsidiaries, which include four VIEs for which we are the primary beneficiary, in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. To comply with China’s laws which restrict foreign ownership of entities that operate within industries deemed sensitive by the Chinese government, we employ what we believe is a commonly-used organizational structure consisting of a wholly-foreign owned enterprise (“WFOE”) and the VIEs to operate our KanKan business. We own 100% of the equity of the WFOE, while the VIEs are companies formed in China under local laws which are owned by members of our management team. We funded the registered capital and operating expenses of the VIEs by extending loans to the VIEs’ owners. We believe that we are the primary beneficiary of the VIEs because the equity holders of such entities do not have significant equity at risk and because we have been able to direct the operations of the VIEs. We use the cost method to account for equity investments in which we cannot exercise significant influence over the investee, such as with our investment in Sharecare, and the equity method for equity investments in which we can exercise significant influence over the investee, such as our investment in Beijing All-in-one Cloud Net Technology, Co. Ltd. (“AIO”) (see Note 6 |
Use of Estimates | Use of Estimates We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, the fair value of the warrant liability, income taxes, inventory reserve and purchase price allocation, among other items. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , and all subsequent amendments (collectively “ASC 606”) using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of Accumulated deficit of approximately $0.2 million . We have not retrospectively adjusted the information for the comparative period reported herein, which information we continue to report under the accounting standards in effect for that period. The amounts of revenue, accounts receivable and contract liability that we reported under ASC 606 as of and for the year ended December 31, 2018 , were not materially different than the amounts we would have reported under the accounting standards previously in effect; however, the amount of deferred merchant booking reported as of the year ended December 31, 2018 would have been $0.9 million more if reported under the accounting standards previously in effect. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due in accordance with ASC 606. Accordingly, we recognize revenue only when we have transferred control of the goods or services and consideration received from the customer is nonrefundable. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. As a result of our adoption of ASC 606, the line item previously labeled “Deferred revenue” on our Consolidated Balance Sheets is now labeled “Contract liability”; the comparative period balance as reported herein did not change as a result of our application of the modified retrospective transition approach. For our contracts with customers, we only extend short-term credit policies to our customers, typically 30 days or less for our Travel & Entertainment segment and up to one year for large-scale projects delivered by our Technology and Data Intelligence segment. We record the incremental costs of obtaining contracts as an expense when incurred, because such costs would otherwise be amortized over a period of less than one year if capitalized. Transaction Services Our Travel & Entertainment segment generates our transaction services revenue, most of which results from the use of the merchant model under which we remain the merchant of record, but various service providers with whom we maintain relationships are ultimately responsible for delivering the underlying services for which our customers transact, such as lodging, air travel, entertainment, or tours. Our obligation to our customers is to arrange for these service providers to provide the underlying services, and we satisfy our obligation at the point in time that these service providers begin to provide the underlying service (e.g., upon the check-in date for lodging stays, upon the show/performance date for entertainment transactions, etc.). Though we are the merchant of record for transactions in which other entities provide the ultimate service, under current accounting guidance we are an agent in such transactions; therefore, we recognize revenue from transactions under the merchant model on a net basis (i.e., the amount we bill to our customers less the amounts we pay to the service providers). To a lesser extent, we provide tour services directly to our customers. Our obligation to provide such services is satisfied at the point in time that we finish providing the tour, and we recognize the resulting revenue on a gross basis when our obligation is satisfied. Our customers pay at the time the original transaction occurs via our sales channels, primarily the Vegas.com website and mobile application. Because the original transaction date almost always precedes the date that our performance obligation is satisfied, we record a Contract liability for the amount of consideration received (net of amounts owed to suppliers, which are recorded in deferred merchant bookings until the service date has passed). In general, we satisfy most of our performance obligations within approximately three to four months from the original transaction date, and substantially all performance obligations are satisfied within one year from the original transaction date. Data Platform Services Our KanKan business generates our data platform services revenue. One of the business’s product offerings involves utilizing our proprietary data intelligence software to provide high-quality loan candidates to our customers, which are companies that help to market the loan products of banks and other lending institutions in China to potential loan candidates. We earn a commission for this service, which is deemed earned and is recognized at the point in time at which the related loan is issued to the candidate by a lending institution supporting the loan product being promoted by our customer. The amount of commission we recognize is determined by multiplying the commission rate specified in the applicable contract by the amount of the loan issued to the candidate. Under contracts with two of our customers, we are required to reimburse those customers for as much as 10% of the commissions paid under the contract if the total amount of the defaults across all of the loans issued and outstanding with respect to such contract exceeds an established threshold (the “Reimbursement Obligation”). Such contracts also require us to maintain a cash deposit with those customers to support the Reimbursement Obligation, and they permit the customer to deduct the required amount of any reimbursement from such deposit. We no longer provide new candidates to those customers under those particular contracts, and none of our remaining contracts related to providing loan candidates to customers include the Reimbursement Obligation or similar terms, so the maximum amount of our liability with respect to the Reimbursement Obligation as of December 31, 2018 and going forward is $0.5 million , Further, as of December 31, 2018, the amount we have on deposit with the customers under those contracts to support the Reimbursement Obligation exceeds such maximum liability with respect to the Reimbursement Obligation, and we have not reimbursed any customer any amount of commissions paid under these contracts, nor are we required to do so because the total amount of the defaults has not exceeded the established threshold. We have determined that the Reimbursement Obligation does not fall within the scope of ASC 606 and that we should account for it as a guarantee for accounting purposes using other GAAP. We recorded an initial liability, reported in Accrued expense and other current liabilities in our Consolidated Balance Sheets, equal to our maximum potential Reimbursement Obligation, an amount which approximated fair value. As we are released from an amount of the Reimbursement Obligation, we record the amount of reduction in the Reimbursement Obligation as data platform services revenue. We have not recorded material amounts of revenue resulting from being released from the Reimbursement Obligation. We also generate revenue by developing fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI solutions, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have one performance obligation to provide a fully-integrated AI solution to our customer and we recognize revenue at the point in time when the completed solution is delivered to, tested by and accepted by our customer. Advertising and Other Our Travel & Entertainment segment generates the majority of our advertising revenue, and we report the remaining amount of advertising revenue in Corporate Entity and Other in our segment information. We primarily generate advertising revenue from the use of sponsored links and display advertising placed directly on our website pages. Substantially all of our advertising contracts with customers are completed within one year or less. In click-through advertising contracts with customers, our obligation is to place our customers’ interactive ads on our websites for a specified period of time. We recognize revenue from click-through advertising at the point in time at which visitors to our websites click through the ads to our advertising customers’ websites. Any variability regarding contract consideration is resolved within the reporting period. Some of our advertising contracts with customers require us to place our advertising customers’ static display ads on our websites for a specified period of time or in a specific location on our websites, or both. We recognize revenue from such advertising placement arrangements either over time (ratably over the contract term) or based upon the delivery of advertising impressions, depending upon the terms of the contract. We also generate revenue from other sources, such as from e-commerce activity in which we sell goods to our customers, or media production which involves us producing video or Internet-based content for our customers. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised media content. |
Share-Based Compensation | Share-Based Compensation For grants of restricted stock or restricted stock units, we measure fair value using the closing price of our stock on the measurement date, while we use the Black-Scholes-Merton option pricing model (the “BSM Model”) to estimate the fair value of stock options and similar instruments awarded. The BSM Model requires the following inputs: • Expected volatility of our stock price. We analyze the historical volatility of our stock price utilizing daily stock price returns, and we also review the stock price volatility of certain peers. Using the information developed from such analysis and our judgment, we estimate how volatile our stock price will be over the period we expect the stock options will remain outstanding. • Risk-free interest rate. We estimate the risk-free interest rate using data from the Federal Reserve Treasury Constant Maturity Instruments H.15 Release (a table of rates downloaded from the Federal Reserve website) as of the valuation date for a security with a remaining term that approximates the period over which we expect the stock options will remain outstanding. • Stock price, exercise price and expected term. We use an estimate of the fair value of our common stock on the measurement date, the exercise price of the option, and the period over which we expect the stock options will remain outstanding. We measure compensation expense as of the grant date for granted equity-classified instruments and as of the settlement date for granted liability-classified instruments (meaning that we re-measure compensation expense at each balance sheet date until the settlement date occurs). Once we measure compensation expense, we recognize it over the requisite service period (generally the vesting period) of the grant, net of forfeitures as they occur. |
Concentration of Credit Risk | Concentrations of Credit Risk We maintain most of our cash, approximately 98% of which is denominated in U.S. dollars, at two financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000; however, at times, cash balances may exceed the FDIC-insured limit. As of December 31, 2018 , we do not believe we have any significant concentrations of credit risk, although approximately $24.3 million of our cash balance, including restricted cash, exceeded the FDIC-insured limit. Cash held by our non-U.S. subsidiaries is subject to foreign currency fluctuations against the U.S. dollar, although such risk is somewhat mitigated because we transfer U.S. funds to China to fund local operations. If, however, the U.S. dollar is devalued significantly against the Chinese currency, our cost to further develop our business in China could exceed original estimates. |
Accounts Receivable | Accounts Receivable We regularly evaluate the collectability of trade receivable balances based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If we determine that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific reserve for bad debt will be recorded to reduce the related receivable to the amount expected to be recovered. |
Cash and Cash Equivalents | Cash and Cash Equivalents Our cash and cash equivalents include demand deposits with financial institutions and short-term, highly-liquid instruments with original maturities of three months or less when purchased. The carrying value of the deposits and instruments approximates their fair value due to their short-term maturities. |
Income Taxes | Income Taxes We recognize deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) to account for the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets, using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. Any effect on DTAs or DTLs resulting from a change in enacted tax rates is included in income during the period that includes the enactment date. We reduce the carrying amounts of DTAs by a valuation allowance if, based upon all available evidence (both positive and negative), we determine that it is more likely than not that such DTAs will not be realizable. Such assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, our forecasts of future profitability, tax planning strategies, the duration of statutory carryforward periods, and our experience with the utilization of operating loss and tax credit carryforwards before expiration. We apply a recognition threshold and measurement attribute related to uncertain tax positions taken or expected to be taken on our tax returns. We recognize a tax benefit for financial reporting of an uncertain income tax position when it has a greater than 50% likelihood of being sustained upon examination by the taxing authorities. We measure the tax benefit of an uncertain tax position based on the largest benefit that has a greater than 50% likelihood of being ultimately realized, including evaluation of settlements. |
Business Combinations | |
Inventory | Inventory We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value in the line item Prepaid expense and other current assets. |
Property, Equipment and Software | Property, Equipment and Software We state property and equipment at cost and depreciate such assets using the straight-line method over the estimated useful lives of each asset category. For leasehold improvements, we determine amortization using the straight-line method over the shorter of the lease term or estimated useful life of the asset. We expense repairs and maintenance costs as incurred, while capitalizing betterments and capital improvements and depreciating such costs over the remaining useful life of the related asset. We capitalize qualifying costs of computer software and website development that we incur during the application development stage, as well as the cost of upgrades and enhancements that result in additional functionality, and we amortize such costs using the straight-line method over a period of three years , the expected period of the benefit. |
Commitments and Contingencies | Commitments and Contingencies We record a liability for a loss contingency when we determine that it is probable that we have incurred such liability and we can reasonably estimate the amount. |
Impairments, Long-Lived Assets Other Than Indefinite-Lived Intangible Assets | Long-Lived Assets Other Than Indefinite-Lived Intangible Assets When events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we evaluate long-lived assets for potential impairment, basing our testing method upon whether the assets are held for sale or held for use. For assets classified as held for sale, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets held and used, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, we recognize an impairment loss for the difference between the carrying value of the asset and its fair value. |
Impairments, Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets In the fourth quarter of each fiscal year, we test goodwill and indefinite-lived intangible assets for impairment. When testing for impairment, we first evaluate qualitative factors to determine whether events and circumstances indicate that, more likely than not, an indefinite-lived intangible asset is impaired. If, after evaluating the totality of events and circumstances and their potential effect on significant inputs to the fair value determination, we determine that, more likely than not, an indefinite-lived intangible asset is impaired, we then quantitatively test for impairment. |
Impairments, Investments | Investment We routinely perform an assessment of our investments in Sharecare, Inc. (“Sharecare”) and in AIO to determine if they are other-than-temporarily impaired. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized cost of that investment. As part of our assessment process, we determine whether the impairment is temporary or other-than-temporary. We base our assessment on both quantitative criteria and qualitative information, considering a number of factors including, but not limited to how long the security has been impaired, the amount of the impairment, the financial condition and near-term prospects of the issuer, whether the issuer is current on contractually-obligated interest and principal payments, key corporate events pertaining to the issuer and whether the market decline was affected by macroeconomic conditions. If we determine that an investment has incurred an other-than-temporary impairment, we permanently reduce the cost of the security to fair value and recognize an impairment charge in our consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows: • Level 1 – Valuations based on quoted prices in active markets for identical assets and liabilities; • Level 2 – Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and • Level 3 – Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable. The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available. |
Liabilities Related to Warrants Issued | Liabilities Related to Warrants Issued We record certain common stock warrants we issued (see Note 4 for more detailed information) at fair value and recognize the change in the fair value of such warrants as a gain or loss which we report in the Other income (expense) section in our consolidated statement of operations. We report some of the warrants that we record at fair value as liabilities because they contain certain provisions allowing for reduction of their exercise price, while others are recorded as liabilities because they contain a conditional promise to issue a variable number of our common stock shares upon the warrants’ expiration, and the monetary amount of such obligation was fixed at the inception of the contract. We estimate the fair value of the warrants using the Monte Carlo Simulation method. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842), which changes GAAP primarily by requiring lessees to recognize, at lease commencement, a lease liability representing the present value of the lessee’s obligation to make lease payments, and a right-of-use asset representing the lessee’s right to use (or control the use of) a specified asset during the lease term, for leases classified as operating leases. For us, the amendments in ASU 2016-02 will become effective on January 1, 2019. We are designing appropriate internal controls and modifying key processes to allow for the implementation of ASU 2016-02, which we anticipate will have a material impact on our balance sheet, as we will be recording right-of-use assets and lease liabilities related to our operating leases, including our leases for office space. We do not anticipate that application of ASU 2016-02 will have a material impact on our statement of operations or cash flows. See Note 13 for information regarding our lease commitments. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table presents a disaggregation of our revenue by major category for the year ended December 31, 2018 (in thousands): Revenue category Year Ended December 31, 2018 Transaction services $ 64,863 Data platform services 8,030 Advertising and other 6,217 Revenue $ 79,110 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Quantitative inputs | The following table presents the quantitative inputs, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: December 31, 2018 2017 CBG Financing Warrants Expected volatility 70.00 % 60.00 % Risk-free interest rate 2.52 % 1.96 % Expected remaining term (years) 1.73 2.73 CBG Acquisition Warrants Expected volatility 70.00 % 60.00 % Risk-free interest rate 2.46 % 2.25 % Expected remaining term (years) 4.72 5.72 If we added or subtracted five percentage points with regard to our estimate of expected volatility, or if our stock price increased or decreased by five percent, our estimates of fair value would change approximately as follows (in thousands): Change in volatility Increase Decrease CBG Financing Warrants $ 65 $ (65 ) CBG Acquisition Warrants 175 (230 ) Change in stock price CBG Financing Warrants $ 30 $ (30 ) CBG Acquisition Warrants 115 (115 ) |
Reconciliation of liabilities of warrants | The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Year Ended December 31, 2018 2017 Balance at beginning of period $ 89,169 $ 25,030 Warrant exercises (59,907 ) — Increase (decrease) in fair value (27,879 ) 64,139 Balance at end of period $ 1,383 $ 89,169 |
Reconciliation of earnout payments | The following table presents the change during the years ended December 31, 2018 and 2017 in the balance of the liability associated with the Earnout Payments (in thousands): December 31, 2018 2017 Balance at beginning of period $ 1,930 $ 2,830 Payments (1,000 ) (1,000 ) Change in fair value of contingent consideration 60 100 Balance at end of period $ 990 $ 1,930 |
RESTRICTED CASH (Tables)
RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | The following table provides a reconciliation of the amounts separately reported as Cash and cash equivalents and Restricted cash on our consolidated balance sheets with the single line item reported on our consolidated statements of cash flows as Cash, cash equivalents and restricted cash (in thousands): December 31, 2018 2017 Cash and cash equivalents $ 14,410 $ 22,632 Restricted cash reported in current assets 11,138 11,670 Total cash, cash equivalents and restricted cash $ 25,548 $ 34,302 |
PREPAID EXPENSE AND OTHER CUR_2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expense and other current assets | The following table presents the components of prepaid expense and other current assets (in thousands): December 31, 2018 2017 Other receivables $ 5,132 $ 1,281 Prepaid expense 2,747 2,036 Deposits 3,420 1,960 Inventory, net 587 234 Other current assets 242 7 Total $ 12,128 $ 5,518 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment consist of the following (in thousands, except estimated lives): December 31, Estimated Life 2018 2017 Vehicles 5 $ 1,296 $ 447 Computers and equipment 2 - 12 1,989 1,635 Furniture and fixtures 2 - 9 155 220 Software 3 - 5 21,559 20,773 Software development in progress 2,139 1,935 Leasehold improvements 1 - 10 599 328 Total property, equipment and software $ 27,737 $ 25,338 Less accumulated depreciation and amortization (17,167 ) (11,951 ) Total property, equipment and software, net $ 10,570 $ 13,387 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived intangible assets | The following table summarizes intangible assets by category (in thousands): December 31, 2018 December 31, 2017 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,411 $ (917 ) $ 494 $ 2,591 $ (1,663 ) $ 928 Customer relationships 23,186 (14,611 ) 8,575 23,486 (10,539 ) 12,947 Media content and broadcast rights 1,350 (923 ) 427 2,485 (936 ) 1,549 Acquired technology 436 (406 ) 30 578 (461 ) 117 Other intangible assets 68 (68 ) — 68 (68 ) — $ 26,451 $ (16,925 ) $ 9,526 $ 29,208 $ (13,667 ) $ 15,541 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 128 128 129 129 Total intangible assets $ 34,855 $ 17,930 $ 37,613 $ 23,946 |
Indefinite-lived intangible assets | The following table summarizes intangible assets by category (in thousands): December 31, 2018 December 31, 2017 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,411 $ (917 ) $ 494 $ 2,591 $ (1,663 ) $ 928 Customer relationships 23,186 (14,611 ) 8,575 23,486 (10,539 ) 12,947 Media content and broadcast rights 1,350 (923 ) 427 2,485 (936 ) 1,549 Acquired technology 436 (406 ) 30 578 (461 ) 117 Other intangible assets 68 (68 ) — 68 (68 ) — $ 26,451 $ (16,925 ) $ 9,526 $ 29,208 $ (13,667 ) $ 15,541 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 128 128 129 129 Total intangible assets $ 34,855 $ 17,930 $ 37,613 $ 23,946 |
Future amortization expense | The following table presents the aggregate amortization expense related to finite-lived intangible assets for the next five years (in thousands): For the year ending December 31: Amount 2019 $ 4,749 2020 3,481 2021 299 2022 299 2023 299 |
Goodwill | The following table summarizes the changes in goodwill during the year ended December 31, 2018 and December 31, 2017 (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Travel and Entertainment Segment Corporate Entity and Other Business Units Total Travel and Entertainment Segment Corporate Entity and Other Business Units Total Balance at beginning of period $ 18,514 $ 1,585 $ 20,099 $ 18,514 $ 8,249 $ 26,763 Business acquisitions — — — — 2,116 2,116 Impairment of goodwill — (1,585 ) (1,585 ) — (8,796 ) (8,796 ) Other — — — — 16 16 Balance at end of period $ 18,514 $ — $ 18,514 $ 18,514 $ 1,585 $ 20,099 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | The following table presents the components of our provision for income taxes for the year ended December 31, 2018 , and 2017 , in thousands: Year Ended December 31, 2018 2017 Current Foreign $ (140 ) $ 270 Deferred Federal (527 ) 8 Income tax provision as reported $ (667 ) $ 278 |
Effective income tax rate reconciliation | The following table presents a reconciliation between the income tax benefit computed by applying the federal statutory rate and our actual income tax expense: Year Ended December 31, 2018 2017 Income tax benefit at federal statutory rate $ (4,667 ) $ (36,208 ) Change in deferred tax asset valuation allowance 11,806 (18,998 ) Tax reform — 22,496 Tax impact of warrants (5,855 ) 21,807 Tax effects of: Foreign tax rates different than U.S. federal statutory rate (470 ) (85 ) Other permanent items 80 363 Deferred adjustments (1,369 ) 11,505 Other (192 ) (602 ) Income tax provision (benefit) as reported $ (667 ) $ 278 |
Income before income tax, domestic and foreign | The following table presents loss before income tax attributable to domestic and to foreign operations (in thousands): Year Ended December 31, 2018 2017 Domestic $ (10,465 ) $ (107,452 ) Foreign (11,760 ) 995 Loss before income taxes $ (22,225 ) $ (106,457 ) |
Deferred tax assets and liabilities | The following table presents the components of our DTAs and DTLs (in thousands): December 31, 2018 2017 Deferred Tax Assets Net operating loss carryforwards $ 36,090 $ 28,424 Deferred income and reserves 332 382 Amortization of intangibles 4,918 4,315 Share-based compensation expense 7,386 4,419 Differences related to stock basis in equity investment — 233 Other 1,980 148 Gross deferred tax assets $ 50,706 $ 37,921 Valuation allowance (50,176 ) (38,348 ) Deferred tax assets, net of valuation allowance $ 530 $ (427 ) Deferred Tax Liabilities Depreciation of fixed assets (744 ) (314 ) Gross deferred tax liabilities (744 ) (314 ) Net deferred tax liability $ (214 ) $ (741 ) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The following table presents debt as of (in thousands): December 31, 2018 2017 Loan due September 2020 $ 35,500 $ 35,500 Unamortized original issue discount (1,418 ) (836 ) Unamortized debt issuance cost (18 ) (79 ) Carrying value of Loan 34,064 34,585 Exit fee payable in relation to Loan 1,250 3,500 Total long-term debt $ 35,314 $ 38,085 Less: current portion (35,314 ) (38,085 ) Long-term debt, less current portion and net of debt issuance cost $ — $ — |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | The following table presents the components of other liabilities (in thousands): December 31, 2018 2017 Deferred rent $ 1,583 $ 1,820 Accrued early lease termination liability 1,137 — Contingent consideration liability — 940 Deferred tax liability 214 741 Other 34 — Total $ 2,968 $ 3,501 |
Change in liability balance | The following table presents the change in the liability balance related to the early lease termination (in thousands): December 31, 2018 Balance at beginning of period $ — Establishment of early lease termination liability 2,295 Payment of rent and other costs (1,039 ) Receipt of amounts due under subleases 223 Other 22 Balance at end of period $ 1,501 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments under operating lease agreements | The following table presents future minimum lease payments under non-cancelable operating leases (in thousands): Future Minimum Lease Payments 2019 $ 3,713 2020 3,262 2021 3,169 2022 2,686 2023 1,793 Thereafter 301 Total $ 14,924 |
STOCKHOLDERS' EQUITY, STOCK-B_2
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Valuation assumptions | We estimate the fair value of stock option awards using the BSM Model. During the periods noted, we applied the following weighted-average assumptions: Year Ended December 31, 2018 2017 Expected term in years 6.0 6.0 Expected volatility 60 % 50 % Expected dividends — % — % Risk-free interest rate 2.37 % 2.00 % |
Activity under equity incentive plans | The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of December 31, 2018 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2018 9,397,056 $ 3.80 Granted 1,915,500 6.78 Exercised (381,445 ) 2.58 Forfeited, cancelled or expired (56,262 ) 5.61 Outstanding at December 31, 2018 10,874,849 $ 4.36 7.5 $ — Exercisable at December 31, 2018 10,630,224 $ 4.33 7.5 $ — The following table summarizes activity related to the liability-classified China Cash Bonuses as of December 31, 2018 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2018 266,500 $ 3.84 Granted 1,421,375 5.92 Exercised (7,875 ) 4.23 Forfeited, cancelled or expired (215,250 ) 5.70 Outstanding at December 31, 2018 1,464,750 $ 5.60 9.1 $ — Exercisable at December 31, 2018 500,000 $ 5.19 8.8 $ — |
Schedule of non-vested stock options | The following table summarizes the status of non-vested stock options as of December 31, 2018 , and changes during the year then ended: Shares Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2018 1,111,826 $ 1,202 Granted 1,915,500 12,758 Vested (2,742,359 ) 13,449 Forfeited (40,342 ) 69 Non-vested at December 31, 2018 244,625 $ 439 |
Share-based compensation cost | The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands): Year Ended December 31, 2018 2017 Stock options $ 13,494 $ 2,765 China Cash Bonuses (546 ) 602 Restricted stock — 853 Total $ 12,948 $ 4,220 The following table presents information regarding unrecognized share-based compensation cost associated with stock options and China Cash Bonuses: December 31, 2018 Unrecognized share-based compensation cost for non-vested awards (in thousands): Stock options 355 China Cash Bonuses 203 Weighted-average years over which unrecognized share-based compensation expense will be recognized: Stock options 1.1 China Cash Bonuses 1.1 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents certain financial information regarding our business segments and other entities for the years ended December 31, 2018 and 2017 (in thousands): Travel & Entertainment Technology & Data Intelligence Corporate Entity and Other Consolidated Year Ended December 31, 2018 Revenue $ 69,057 $ 8,030 $ 2,023 $ 79,110 Adjusted EBITDA $ 9,043 $ (11,061 ) $ (15,563 ) $ (17,581 ) Year Ended December 31, 2017 Revenue $ 61,543 $ 5,744 $ 3,314 $ 70,601 Adjusted EBITDA $ 6,562 $ (3,116 ) $ (11,183 ) $ (7,737 ) The following table reconciles Adjusted EBITDA for our business segments to Operating loss (in thousands): Travel & Entertainment Technology & Data Intelligence Corporate Entity and Other Consolidated Year Ended December 31, 2018 Adjusted EBITDA $ 9,043 $ (11,061 ) $ (15,563 ) $ (17,581 ) Less: Depreciation and amortization (8,786 ) (653 ) (1,436 ) (10,875 ) Impairments — — (2,209 ) (2,209 ) Share-based compensation expense (523 ) 185 (12,610 ) (12,948 ) Other income, net (15 ) (225 ) (42 ) (282 ) Plus: Other loss 28 2 (888 ) (858 ) Operating loss $ (253 ) $ (11,752 ) $ (32,748 ) $ (44,753 ) Year Ended December 31, 2017 Adjusted EBITDA $ 6,562 $ (3,116 ) $ (11,183 ) $ (7,737 ) Less: Depreciation and amortization (8,473 ) (520 ) (2,077 ) (11,070 ) Impairments — — (14,646 ) (14,646 ) Share-based compensation expense — — (4,220 ) (4,220 ) Other income, net (19 ) (3 ) (1 ) (23 ) Plus: Other loss 125 6 186 317 Operating loss $ (1,805 ) $ (3,633 ) $ (31,941 ) $ (37,379 ) The following table presents total assets for our segments (in thousands): December 31, 2018 2017 Travel and entertainment segment $ 73,089 $ 75,820 Technology and data intelligence segment 15,563 7,579 Corporate entity and other business units 5,156 20,138 Consolidated $ 93,808 $ 103,537 |
ORGANIZATION AND BUSINESS (Det
ORGANIZATION AND BUSINESS (Details) - USD ($) | Jul. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 20, 2016 | Sep. 24, 2015 |
Description of Business [Line Items] | |||||
Accumulated deficit | $ 321,213,000 | $ 299,848,000 | |||
Net cash used in operating activities | (16,206,000) | (8,515,000) | |||
Cash and cash equivalents | 14,410,000 | 22,632,000 | |||
Negative working capital | 58,400,000 | ||||
Common Stock | |||||
Description of Business [Line Items] | |||||
Common stock issuances | $ 13,600,000 | $ 24,200,000 | |||
Common stock issuances (in shares) | 5,893,428 | 5,629,661 | |||
Loans Payable | |||||
Description of Business [Line Items] | |||||
Original principal amount | $ 35,500,000 | $ 35,500,000 | $ 35,500,000 | $ 27,500,000 | |
Aspire Capital Fund, LLC | Common Stock | |||||
Description of Business [Line Items] | |||||
Common stock issuances | $ 10,000,000 | 10,300,000 | |||
Common stock issuances (in shares) | 3,095,238 | ||||
Private Placement | Common Stock | |||||
Description of Business [Line Items] | |||||
Common stock issuances | $ 3,600,000 | $ 13,800,000 | |||
Common stock issuances (in shares) | 2,584,616 | 2,110,379 | |||
Private Placement | Aspire Capital Fund, LLC | |||||
Description of Business [Line Items] | |||||
Shares authorized for purchase (in shares) | $ 30,000,000 | ||||
Private Placement | Aspire Capital Fund, LLC | Common Stock | |||||
Description of Business [Line Items] | |||||
Period of purchase | 30 months |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018entity | Dec. 31, 2018USD ($)financial_institutionentity | Dec. 31, 2017USD ($) | Jan. 01, 2018USD ($) | |
Concentration Risk [Line Items] | ||||
Number of consolidated VIEs | entity | 1 | 4 | ||
Cumulative effect of adoption of new accounting principle | $ 193,000 | |||
Term of contract | 1 year | |||
Reimbursement liability | $ 500,000 | |||
Cash balance in excess of FDIC-insured limit | 24,300,000 | |||
Investments, other than temporary impairment | $ 0 | $ 0 | ||
Software development costs | ||||
Concentration Risk [Line Items] | ||||
Estimated useful life | 3 years | |||
Cash Concentration Risk | Cash | ||||
Concentration Risk [Line Items] | ||||
Percentage of cash | 98.00% | |||
Number of financial institutions | financial_institution | 2 | |||
Transaction Services | ||||
Concentration Risk [Line Items] | ||||
Performance period for substantially all obligations | 1 year | |||
Transaction Services | Minimum | ||||
Concentration Risk [Line Items] | ||||
Typical performance period | 3 months | |||
Transaction Services | Maximum | ||||
Concentration Risk [Line Items] | ||||
Typical performance period | 4 months | |||
Advertising And Other | ||||
Concentration Risk [Line Items] | ||||
Performance period for substantially all obligations | 1 year | |||
Pro Forma | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
Concentration Risk [Line Items] | ||||
Deferred merchant booking | $ 900,000 | |||
Travel and entertainment segment | ||||
Concentration Risk [Line Items] | ||||
Term of contract | 30 days | |||
KanKan | ||||
Concentration Risk [Line Items] | ||||
Term of contract | 1 year | |||
Accumulated Deficit | ||||
Concentration Risk [Line Items] | ||||
Cumulative effect of adoption of new accounting principle | 193,000 | |||
Accumulated Deficit | Accounting Standards Update 2014-09 | ||||
Concentration Risk [Line Items] | ||||
Cumulative effect of adoption of new accounting principle | $ 200,000 | |||
Two Customers | ||||
Concentration Risk [Line Items] | ||||
Contract With Customer, Refund Liability, Percentage Of Commission Paid | 10.00% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Term of contract | 1 year | ||
Revenue | $ 79,110 | $ 70,601 | |
Revenue recognized | 3,100 | ||
Cost of revenue | 24,628 | 16,909 | |
Revenue not yet recognized | $ 6,369 | 6,369 | 3,673 |
Liability for amounts payable | 24,664 | 24,664 | $ 18,795 |
Transaction Services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 64,863 | ||
Data platform services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 8,030 | ||
Advertising And Other | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 6,217 | ||
AI Solutions | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Cost of revenue | 4,000 | ||
Revenue not yet recognized | 4,600 | 4,600 | |
Liability for amounts payable | $ 4,600 | $ 4,600 |
FAIR VALUE MEASUREMENTS - Sche
FAIR VALUE MEASUREMENTS - Schedule of Assumptions Used in Calculating the Fair Value of Warrants (Details) - Fair Value, Inputs, Level 3 - China Branding Group Limited | Dec. 31, 2018 | Dec. 31, 2017 |
Expected volatility | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.7000 | 0.6000 |
Expected volatility | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.7000 | 0.6000 |
Risk-free interest rate | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0252 | 0.0196 |
Risk-free interest rate | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0246 | 0.0225 |
Expected remaining term (years) | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected remaining term (years) | 1 year 8 months 22 days | 2 years 8 months 22 days |
Expected remaining term (years) | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected remaining term (years) | 4 years 8 months 20 days | 5 years 8 months 20 days |
FAIR VALUE MEASUREMENTS - Esti
FAIR VALUE MEASUREMENTS - Estimate of Expected Volatility and Stock Price (Details) - China Branding Group Limited $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
CBG Financing Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Changes in fair value resulting from 5% increase in expected volatility | $ 65 |
Changes in fair value resulting from 5% decrease in expected volatility | (65) |
Changes in fair value resulting from 5% increase of stock price | 30 |
Changes in fair value resulting from 5% decrease of stock price | (30) |
CBG Acquisition Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Changes in fair value resulting from 5% increase in expected volatility | 175 |
Changes in fair value resulting from 5% decrease in expected volatility | (230) |
Changes in fair value resulting from 5% increase of stock price | 115 |
Changes in fair value resulting from 5% decrease of stock price | $ (115) |
FAIR VALUE MEASUREMENTS - Chan
FAIR VALUE MEASUREMENTS - Change in Fair Value of Warrants Accounted for as Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant Liability | ||
Change in the Fair Value of Warrants | ||
Balance at beginning of period | $ 89,169 | $ 25,030 |
Warrant exercises | (59,907) | 0 |
Increase (decrease) in fair value | (27,879) | 64,139 |
Balance at end of period | 1,383 | 89,169 |
Vegas.com LLC | ||
Contingent Consideration | ||
Balance at beginning of period | 1,930 | 2,830 |
Payments | (1,000) | (1,000) |
Change in fair value of contingent consideration | 60 | 100 |
Balance at end of period | $ 990 | $ 1,930 |
FAIR VALUE MEASUREMENTS - Narr
FAIR VALUE MEASUREMENTS - Narrative (Details) | Jan. 10, 2018$ / sharesshares | Jan. 08, 2018shares | Dec. 31, 2018future_event |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated future equity financing events | future_event | 1 | ||
Stock price trigger (usd per share) | $ / shares | $ 14 | ||
Former Owner of Vegas.com | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Securities exercised (in shares) | 2,416,996 | ||
Common stock issued in settlement of warrants (in shares) | 2,236,915 | 750,102 | |
Number of shares represented by warrants exercised (in shares) | 6,184,414 | ||
Lender | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Common stock issued in settlement of warrants (in shares) | 1,385,396 | ||
Number of shares represented by warrants exercised (in shares) | 3,117,148 |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | ||||
Increase in letters of credit available for issuance | $ 1,700 | |||
Letters of credit available for issuance | $ 11,000 | |||
Cash and cash equivalents | $ 14,410 | $ 22,632 | ||
Restricted cash reported in current assets | 11,138 | 11,670 | ||
Total cash, cash equivalents and restricted cash | $ 25,548 | $ 34,302 | $ 18,548 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2018USD ($)entity | Dec. 31, 2018USD ($)entity | Dec. 31, 2017USD ($) | |
Noncontrolling Interest [Line Items] | |||
Number of consolidated VIEs | entity | 1 | 4 | |
Payments to acquire investment | $ 480 | $ 0 | |
Sharecare | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage in unconsolidated affiliate | 5.00% | ||
All-in-one Cloud Net Technology, Co | |||
Noncontrolling Interest [Line Items] | |||
Percentage of investment acquired | 20.00% | ||
Payments to acquire investment | $ 1,000 |
PREPAID EXPENSE AND OTHER CUR_3
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Current Assets | ||
Other receivables | $ 5,132 | $ 1,281 |
Prepaid expense | 2,747 | 2,036 |
Deposits | 3,420 | 1,960 |
Inventory, net | 587 | 234 |
Other current assets | 242 | 7 |
Total | $ 12,128 | $ 5,518 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | $ 27,737 | $ 25,338 |
Less accumulated depreciation and amortization | (17,167) | (11,951) |
Total property, equipment and software, net | 10,570 | 13,387 |
Depreciation and amortization | $ 5,700 | 5,600 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 5 years | |
Total property, equipment and software | $ 1,296 | 447 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | 1,989 | 1,635 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | 155 | 220 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | $ 21,559 | 20,773 |
Software development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 2,139 | 1,935 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | $ 599 | $ 328 |
Minimum | Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 2 years | |
Minimum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 2 years | |
Minimum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 1 year | |
Maximum | Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 12 years | |
Maximum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 9 years | |
Maximum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 5 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 10 years |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets Rollforward (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-lived intangible assets | ||
Gross Amount | $ 26,451 | $ 29,208 |
Accumulated Amortization | (16,925) | (13,667) |
Net Amount | 9,526 | 15,541 |
Indefinite-lived intangible assets | ||
Total intangible assets, Gross Amount | 34,855 | 37,613 |
Total intangible assets, Net Amount | 17,930 | 23,946 |
Trademarks and trade names | ||
Indefinite-lived intangible assets | ||
Indefinite lived intangible assets | 8,276 | 8,276 |
License to operate in China | ||
Indefinite-lived intangible assets | ||
Indefinite lived intangible assets | 128 | 129 |
Domain names | ||
Finite-lived intangible assets | ||
Gross Amount | 1,411 | 2,591 |
Accumulated Amortization | (917) | (1,663) |
Net Amount | 494 | 928 |
Customer relationships | ||
Finite-lived intangible assets | ||
Gross Amount | 23,186 | 23,486 |
Accumulated Amortization | (14,611) | (10,539) |
Net Amount | 8,575 | 12,947 |
Media content and broadcast rights | ||
Finite-lived intangible assets | ||
Gross Amount | 1,350 | 2,485 |
Accumulated Amortization | (923) | (936) |
Net Amount | 427 | 1,549 |
Acquired technology | ||
Finite-lived intangible assets | ||
Gross Amount | 436 | 578 |
Accumulated Amortization | (406) | (461) |
Net Amount | 30 | 117 |
Other intangible assets | ||
Finite-lived intangible assets | ||
Gross Amount | 68 | 68 |
Accumulated Amortization | (68) | (68) |
Net Amount | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | Dec. 18, 2018 | Oct. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 5.1 | $ 5.5 | ||||
China Branding Group Limited | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment of intangible assets | $ 0.6 | $ 5.8 | ||||
Certain Domain Names And Related Rights And Property | Intersearch Tax Solutions, Inc. (ITS) | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Proceeds from sale of other assets | $ 0.1 | |||||
Receivable with imputed interest | $ 0.2 | |||||
Tax extension related revenue generated, percent to be received | 25.00% | |||||
Percent of gross profit to be received in excess of threshold generated by sold properties | 35.00% | |||||
Gross profit threshold generated by sold properties | $ 0.3 | |||||
Receivable with imputed interest, effective yield (interest rate) | 5.00% | |||||
Receivable with imputed interest, principal amount due annually | $ 0.1 | |||||
Banks.com Domain Name And Related Rights And Property | Simply FinTech | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Proceeds from sale of other assets | $ 0.5 | |||||
Gain on sale | $ 0.4 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Future Amortization (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 4,749 |
2020 | 3,481 |
2021 | 299 |
2022 | 299 |
2023 | $ 299 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 20,099 | $ 26,763 |
Business acquisitions | 0 | 2,116 |
Impairment of goodwill | (1,585) | (8,796) |
Other | 0 | 16 |
Balance at end of period | 18,514 | 20,099 |
Travel and entertainment segment | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 18,514 | 18,514 |
Business acquisitions | 0 | 0 |
Impairment of goodwill | 0 | 0 |
Other | 0 | 0 |
Balance at end of period | 18,514 | 18,514 |
Corporate entity and other business units | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 1,585 | 8,249 |
Business acquisitions | 0 | 2,116 |
Impairment of goodwill | (1,585) | (8,796) |
Other | 0 | 16 |
Balance at end of period | $ 0 | $ 1,585 |
INCOME TAX - Components of Pro
INCOME TAX - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current | ||
Foreign | $ (140) | $ 270 |
Deferred | ||
Federal | (527) | 8 |
Income tax provision (benefit) as reported | $ (667) | $ 278 |
INCOME TAX - Reconciliation (D
INCOME TAX - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | $ (4,667) | $ (36,208) |
Change in deferred tax asset valuation allowance | 11,806 | (18,998) |
Tax reform | 0 | 22,496 |
Tax impact of warrants | (5,855) | 21,807 |
Tax effects of: | ||
Foreign tax rates different than U.S. federal statutory rate | (470) | (85) |
Other permanent items | 80 | 363 |
Deferred adjustments | (1,369) | 11,505 |
Other | (192) | (602) |
Income tax provision (benefit) as reported | $ (667) | $ 278 |
INCOME TAX - Domestic and Fore
INCOME TAX - Domestic and Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (10,465) | $ (107,452) |
Foreign | (11,760) | 995 |
Loss before income taxes | $ (22,225) | $ (106,457) |
INCOME TAX - Deferred Tax Asse
INCOME TAX - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets | ||
Net operating loss carryforwards | $ 36,090 | $ 28,424 |
Deferred income and reserves | 332 | 382 |
Amortization of intangibles | 4,918 | 4,315 |
Share-based compensation expense | 7,386 | 4,419 |
Differences related to stock basis in equity investment | 0 | 233 |
Other | 1,980 | 148 |
Gross deferred tax assets | 50,706 | 37,921 |
Valuation allowance | (50,176) | (38,348) |
Deferred tax assets, net of valuation allowance | 530 | (427) |
Deferred Tax Liabilities | ||
Depreciation of fixed assets | (744) | (314) |
Gross deferred tax liabilities | (744) | (314) |
Net deferred tax liability | $ (214) | $ (741) |
INCOME TAX - Narrative (Detail
INCOME TAX - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
U.S. Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 142,500,000 | |
U.S. State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 31,700,000 | |
Hong Kong | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 1,700,000 | |
Federal income tax rate | 16.50% | |
China | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 10,100,000 | |
Federal income tax rate | 25.00% | |
Carryover period | 5 years |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Oct. 04, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Apr. 30, 2018 | Sep. 20, 2016 | Sep. 30, 2018 | Dec. 31, 2018 | Oct. 16, 2018 | Dec. 31, 2017 | Apr. 12, 2017 | Sep. 24, 2015 |
Debt Instrument [Line Items] | |||||||||||
Cash held in collateral account | $ 2,250,000 | ||||||||||
Additional discount | $ 1,500,000 | $ 1,000,000 | |||||||||
Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fee payable in relation to short-term note payable | 1,250,000 | $ 1,000,000 | 3,500,000 | ||||||||
Original principal amount | $ 35,500,000 | $ 35,500,000 | $ 35,500,000 | $ 27,500,000 | |||||||
Additional principal amount | $ 8,000,000 | ||||||||||
Interest rate floor of variable rate | 1.00% | ||||||||||
Effective interest rate | 13.00% | ||||||||||
LIBOR | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 8.50% | 11.00% | |||||||||
Financing Agreement Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fee payable in relation to short-term note payable | $ 3,500,000 | ||||||||||
Repayments of debt | $ 8,000,000 | ||||||||||
Exit fee payment period | 60 days | ||||||||||
Closing fee | $ 413,000 | ||||||||||
Prepayment of debt | 3 months | ||||||||||
Financing Agreement Amendment | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Post-default interest rate | 11.00% | ||||||||||
The Financing Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum collateral amount | $ 2,250,000 | ||||||||||
First Two Months | Financing Agreement Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 250,000 | ||||||||||
Third Month | Financing Agreement Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 500,000 | ||||||||||
KanKan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revenue | $ 5,600,000 | $ 8,000,000 | |||||||||
KanKan | Financing Agreement Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum revenue requirement | $ 12,600,000 | $ 25,000,000 | |||||||||
Notes Payable, Other Payables | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Short-term note payable | $ 3,000,000 | ||||||||||
Fee payable in relation to short-term note payable | 115,000 | ||||||||||
Daily interest accrued on unpaid balance after maturity | $ 500 |
DEBT - Schedule of Debt Instru
DEBT - Schedule of Debt Instruments (Details) - USD ($) | Dec. 31, 2018 | Oct. 16, 2018 | Dec. 31, 2017 | Sep. 20, 2016 | Sep. 24, 2015 |
Debt Instrument [Line Items] | |||||
Total long-term debt | $ 35,314,000 | $ 38,085,000 | |||
Less: current portion | (35,314,000) | (38,085,000) | |||
Long-term debt, less current portion and net of debt issuance cost | 0 | 0 | |||
Loans Payable | |||||
Debt Instrument [Line Items] | |||||
Original principal amount | 35,500,000 | 35,500,000 | $ 35,500,000 | $ 27,500,000 | |
Unamortized original issue discount | (1,418,000) | (836,000) | |||
Unamortized debt issuance cost | (18,000) | (79,000) | |||
Carrying value of Loan | 34,064,000 | 34,585,000 | |||
Exit fee payable in relation to Loan | $ 1,250,000 | $ 1,000,000 | $ 3,500,000 |
OTHER LIABILITIES - Components
OTHER LIABILITIES - Components of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 1,583 | $ 1,820 |
Accrued early lease termination liability | 1,137 | 0 |
Contingent consideration liability | 0 | 940 |
Deferred tax liability | 214 | 741 |
Other | 34 | 0 |
Total | $ 2,968 | $ 3,501 |
OTHER LIABILITIES - Narrative (
OTHER LIABILITIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | |||
Unallocated rent expense | $ 4.8 | $ 3.1 | |
Corporate, Non-Segment | |||
Other Commitments [Line Items] | |||
Unallocated rent expense | $ 2.3 |
OTHER LIABILITIES - Restructuri
OTHER LIABILITIES - Restructuring Reserve Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at beginning of period | $ 0 |
Establishment of early lease termination liability | 2,295 |
Payment of rent and other costs | (1,039) |
Receipt of amounts due under subleases | 223 |
Other | 22 |
Balance at end of period | $ 1,501 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)installment | Dec. 31, 2017USD ($) | |
Loss Contingencies [Line Items] | ||
Restricted cash | $ 11,138 | $ 11,670 |
Rent expense | 4,800 | $ 3,100 |
Future minimum sublease rentals | 2,200 | |
Vegas.com LLC | ||
Loss Contingencies [Line Items] | ||
Maximum payment of contingent consideration liability | 1,000 | |
Letter of Credit | ||
Loss Contingencies [Line Items] | ||
Restricted cash | 11,100 | |
Vegas Raiders Suite | ||
Loss Contingencies [Line Items] | ||
Other Commitment, Due in Next Twelve Months | 200 | |
Other Commitment, Due After Second Year | 7,200 | |
Other commitment | $ 200 | |
Number of annual installments | installment | 14 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments Under Operating Lease Agreements (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 3,713 |
2020 | 3,262 |
2021 | 3,169 |
2022 | 2,686 |
2023 | 1,793 |
Thereafter | 301 |
Total | $ 14,924 |
STOCKHOLDERS' EQUITY, STOCK-B_3
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Narrative (Details) | Jul. 02, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)employeeshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Weighted average grant date fair value of options | $ | $ 3,100,000 | ||
Proceeds from stock options exercised | $ | $ 1,000,000 | 1,800,000 | |
Intrinsic value of options exercised | $ | $ 1,500,000 | $ 1,100,000 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option award expiration period | 10 years | ||
Weighted average grant date fair value of options | $ | $ 12,758,000 | ||
2010 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 525,000 | ||
2014 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 10,000,000 | ||
2017 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 10,000,000 | ||
Aspire Capital Fund, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 3,308,812 | ||
Private Placement | Aspire Capital Fund, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for purchase (in shares) | $ | $ 30,000,000 | ||
Shares authorized for purchase (in shares) | 50,000 | ||
Consecutive threshold trading days | 10 days | ||
Purchase price, daily maximum | $ | $ 250,000 | ||
Purchase price, optional maximum daily amount (in shares) | 3,000,000 | ||
Purchase amount, percentage of aggregate shares | 30.00% | ||
Threshold purchase price, percentage of closing stock price | 80.00% | ||
Purchase price per share, percentage of volume-weighted average stock price | 97.00% | ||
Threshold minimum stock price for purchase | $ / shares | $ 1 | ||
Sale of stock, shares authorized (in shares) | 6,629,039 | ||
Shares authorized, percentage of common stock outstanding | 19.99% | ||
Minimum price per share to maintain average purchase price (in dollars per share) | $ / shares | $ 3.91 | ||
Shares issued (in shares) | 213,574 | ||
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock issuances (in shares) | 5,893,428 | 5,629,661 | |
Common stock issuances | $ | $ 13,600,000 | $ 24,200,000 | |
Common Stock | Aspire Capital Fund, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock issuances (in shares) | 3,095,238 | ||
Common stock issuances | $ | $ 10,000,000 | $ 10,300,000 | |
Common Stock | Private Placement | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock issuances (in shares) | 2,584,616 | 2,110,379 | |
Common stock issuances | $ | $ 3,600,000 | $ 13,800,000 | |
Common Stock | Private Placement | Aspire Capital Fund, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of purchase | 30 months | ||
China | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of employees impacted by change in stock-based compensation plan | employee | 40 | ||
Share-based compensation expense | $ | $ 500,000 |
STOCKHOLDERS' EQUITY, STOCK-B_4
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Expected term in years | 6 years | 6 years |
Expected volatility | 60.00% | 50.00% |
Expected dividends | 0.00% | 0.00% |
Risk-free interest rate | 2.37% | 2.00% |
STOCKHOLDERS' EQUITY, STOCK-B_5
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Stock Options | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 9,397,056 |
Granted (in shares) | shares | 1,915,500 |
Exercised (in shares) | shares | (381,445) |
Forfeited, cancelled or expired (in shares) | shares | (56,262) |
Outstanding at end of period (in shares) | shares | 10,874,849 |
Options exercisable at end of period (in shares) | shares | 10,630,224 |
Weighted-Average Exercise Price (in dollars per share) | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 3.80 |
Granted (in dollars per share) | $ / shares | 6.78 |
Exercised (in dollars per share) | $ / shares | 2.58 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 5.61 |
Outstanding at end of period (in dollars per share) | $ / shares | 4.36 |
Options exercisable at end of period (in dollars per share) | $ / shares | $ 4.33 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 7 years 6 months 10 days |
Options exercisable at end of period | 7 years 5 months 25 days |
Aggregate Intrinsic Value (in thousands) | |
Outstanding at end of period | $ | $ 0 |
Options exercisable at end of period | $ | $ 0 |
China | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 266,500 |
Granted (in shares) | shares | 1,421,375 |
Exercised (in shares) | shares | (7,875) |
Forfeited, cancelled or expired (in shares) | shares | (215,250) |
Outstanding at end of period (in shares) | shares | 1,464,750 |
Options exercisable at end of period (in shares) | shares | 500,000 |
Weighted-Average Exercise Price (in dollars per share) | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 3.84 |
Granted (in dollars per share) | $ / shares | 5.92 |
Exercised (in dollars per share) | $ / shares | 4.23 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 5.70 |
Outstanding at end of period (in dollars per share) | $ / shares | 5.60 |
Options exercisable at end of period (in dollars per share) | $ / shares | $ 5.19 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 9 years 1 month 17 days |
Options exercisable at end of period | 8 years 9 months 10 days |
Aggregate Intrinsic Value (in thousands) | |
Outstanding at end of period | $ | $ 0 |
Options exercisable at end of period | $ | $ 0 |
STOCKHOLDERS' EQUITY, STOCK-B_6
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Summary of Nonvested Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted-Average Grant-Date Fair Value | ||
Granted (in dollars per share) | $ 3,100 | |
Stock Options | ||
Shares | ||
Non-vested, beginning of period (in shares) | 1,111,826 | |
Granted (in shares) | 1,915,500 | |
Vested (in shares) | (2,742,359) | |
Forfeited (in shares) | (40,342) | |
Non-vested, end of period (in shares) | 244,625 | 1,111,826 |
Weighted-Average Grant-Date Fair Value | ||
Non-vested, beginning of period (in dollars per share) | $ 1,202 | |
Granted (in dollars per share) | 12,758 | |
Vested (in dollars per share) | 13,449 | |
Forfeited (in dollars per share) | 69 | |
Non-vested, end of period (in dollars per share) | $ 439 | $ 1,202 |
STOCKHOLDERS' EQUITY, STOCK-B_7
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Share-based Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 12,948 | $ 4,220 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 13,494 | 2,765 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 853 |
China | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ (546) | $ 602 |
STOCKHOLDERS' EQUITY, STOCK-B_8
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Unrecognized Share-based Compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation cost for non-vested awards (in thousands): | $ 355 |
Weighted-average years over which unrecognized share-based compensation expense will be recognized: | 1 year 1 month 15 days |
China | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation cost for non-vested awards (in thousands): | $ 203 |
Weighted-average years over which unrecognized share-based compensation expense will be recognized: | 1 year 1 month 10 days |
STOCKHOLDERS' EQUITY, STOCK-B_9
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Net Loss Per Share (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Hotelmobi, Inc. | Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | shares | 1,000,000 |
CBG Acquisition Warrants | China Branding Group Limited | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Equity interests issued (in shares) | shares | 40,000 |
Exercise price (usd per share) | $ 10 |
CBG Financing Warrants | China Branding Group Limited | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Equity interests issued (in shares) | shares | 3,221,777 |
Exercise price (usd per share) | $ 4.56 |
Warrant One | Hotelmobi, Inc. | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Exercise price (usd per share) | 8 |
Warrant Two | Hotelmobi, Inc. | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Exercise price (usd per share) | $ 12 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | Jun. 11, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Gain on transaction with related party | $ 858 | $ (317) | |
Related Party Sale Of IRS Web Domain | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 600 | ||
Debt assumed by related party | 100 | ||
Gain on transaction with related party | $ 600 | ||
Loan To Equity Interest Owner | |||
Related Party Transaction [Line Items] | |||
Due from related party | $ 700 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of segments | segment | 2 | |
Revenue | $ 79,110 | $ 70,601 |
Adjusted EBITDA | (17,581) | (7,737) |
Depreciation and amortization | (10,875) | (11,070) |
Impairments | (2,209) | (14,646) |
Share-based compensation expense | (12,948) | (4,220) |
Other income, net | (282) | (23) |
Other loss | (858) | 317 |
Operating loss | (44,753) | (37,379) |
Assets | 93,808 | 103,537 |
Capital expenditures | 1,478 | 1,171 |
Operating Segments | Travel and entertainment segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 69,057 | 61,543 |
Adjusted EBITDA | 9,043 | 6,562 |
Depreciation and amortization | (8,786) | (8,473) |
Impairments | 0 | 0 |
Share-based compensation expense | (523) | 0 |
Other income, net | (15) | (19) |
Other loss | 28 | 125 |
Operating loss | (253) | (1,805) |
Assets | 73,089 | 75,820 |
Capital expenditures | 2,200 | 2,300 |
Operating Segments | Technology & Data Intelligence | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,030 | 5,744 |
Adjusted EBITDA | (11,061) | (3,116) |
Depreciation and amortization | (653) | (520) |
Impairments | 0 | 0 |
Share-based compensation expense | 185 | 0 |
Other income, net | (225) | (3) |
Other loss | 2 | 6 |
Operating loss | (11,752) | (3,633) |
Assets | 15,563 | 7,579 |
Capital expenditures | 700 | 1,200 |
Corporate Entity and Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,023 | 3,314 |
Adjusted EBITDA | (15,563) | (11,183) |
Depreciation and amortization | (1,436) | (2,077) |
Impairments | (2,209) | (14,646) |
Share-based compensation expense | (12,610) | (4,220) |
Other income, net | (42) | (1) |
Other loss | (888) | 186 |
Operating loss | (32,748) | (31,941) |
Assets | $ 5,156 | $ 20,138 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 29, 2019 | Mar. 21, 2019 | Mar. 15, 2019 | Jul. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
The Financing Agreement | Loans Payable | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Outstanding loan | $ 10,000,000 | ||||||
Disposal Group, Held-for-sale | Vegas.com LLC | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate purchase price | 30,000,000 | ||||||
Restriction on transfer of funds, cash or other asset in excess of | $ 150,000 | ||||||
Restriction on transfer of funds period | 30 days | ||||||
Restriction on transfer of funds to foreign subsidiaries in excess of | $ 10,000 | ||||||
Aspire Capital Fund, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued (in shares) | 3,308,812 | ||||||
Aspire Capital Fund, LLC | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued (in shares) | 1,666,667 | ||||||
Consideration received | $ 2,500,000 | ||||||
Private Placement | Aspire Capital Fund, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued (in shares) | 213,574 | ||||||
Shares authorized for purchase (in shares) | $ 30,000,000 | ||||||
Shares authorized for purchase (in shares) | 50,000 | ||||||
Consecutive threshold trading days | 10 days | ||||||
Purchase price, daily maximum | $ 250,000 | ||||||
Purchase price, optional maximum daily amount (in shares) | 3,000,000 | ||||||
Purchase amount, percentage of aggregate shares | 30.00% | ||||||
Threshold purchase price, percentage of closing stock price | 80.00% | ||||||
Purchase price per share, percentage of volume-weighted average stock price | 97.00% | ||||||
Threshold minimum stock price for purchase | $ 1 | ||||||
Sale of stock, shares authorized (in shares) | 6,629,039 | ||||||
Shares authorized, percentage of common stock outstanding | 19.99% | ||||||
Minimum price per share to maintain average purchase price (in dollars per share) | $ 3.91 | ||||||
Private Placement | Aspire Capital Fund, LLC | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Shares authorized for purchase (in shares) | $ 30,000,000 | ||||||
Shares authorized for purchase (in shares) | 50,000 | ||||||
Consecutive threshold trading days | 10 days | ||||||
Purchase price, daily maximum | $ 250,000 | ||||||
Purchase price, optional maximum daily amount (in shares) | 3,000,000 | ||||||
Purchase amount, percentage of aggregate shares | 30.00% | ||||||
Threshold purchase price, percentage of closing stock price | 80.00% | ||||||
Purchase price per share, percentage of volume-weighted average stock price | 97.00% | ||||||
Threshold minimum stock price for purchase | $ 0.25 | ||||||
Sale of stock, shares authorized (in shares) | 8,140,373 | ||||||
Shares authorized, percentage of common stock outstanding | 19.99% | ||||||
Minimum price per share to maintain average purchase price (in dollars per share) | $ 1.85 | ||||||
Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued as consideration | $ 13,600,000 | $ 24,200,000 | |||||
Common Stock | Aspire Capital Fund, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued as consideration | 10,000,000 | 10,300,000 | |||||
Common Stock | Aspire Capital Fund, LLC | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Period of purchase | 30 months | ||||||
Common Stock | Private Placement | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued as consideration | $ 3,600,000 | $ 13,800,000 | |||||
Common Stock | Private Placement | Aspire Capital Fund, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Period of purchase | 30 months | ||||||
Scenario, Forecast | Private Placement | Aspire Capital Fund, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued as consideration | $ 900,000 | ||||||
Scenario, Forecast | CBG Acquisition Warrants | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Warrants issued (in shares) | 5,710,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 6 | ||||||
Exercise period of warrants | 5 years | ||||||
Threshold minimum stock price trigger for exercise of warrants | $ 8 | ||||||
Threshold non-consecutive trading days | 5 days | ||||||
Consecutive trading day window | 30 days |