Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 11, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-33720 | |
Entity Registrant Name | Remark Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-1135689 | |
Entity Address, Address Line One | 800 S. Commerce St. | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89106 | |
City Area Code | 702 | |
Local Phone Number | 701-9514 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | MARK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 99,408,916 | |
Entity Central Index Key | 0001368365 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 10,233 | $ 272 |
Trade accounts receivable, net | 2,235 | 1,964 |
Receivable from related parties | 531 | 0 |
Prepaid expense and other current assets | 5,803 | 4,623 |
Total current assets | 18,802 | 6,859 |
Property and equipment, net | 156 | 341 |
Operating lease assets | 470 | 4,359 |
Investment in unconsolidated affiliates | 1,922 | 1,935 |
Intangibles, net | 472 | 509 |
Other long-term assets | 1,254 | 824 |
Total assets | 23,076 | 14,827 |
Liabilities and Stockholders’ Deficit | ||
Accounts payable | 7,709 | 8,126 |
Accrued expense and other current liabilities | 13,295 | 14,326 |
Contract liability | 566 | 313 |
Note payable | 2,000 | 3,000 |
Loans payable, current | 0 | 12,025 |
Total current liabilities | 23,570 | 37,790 |
Loans payable, long-term | 425 | 0 |
Operating lease liabilities, long-term | 202 | 4,650 |
Warrant liability | 6,318 | 115 |
Total liabilities | 30,515 | 42,555 |
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; 99,408,916 and 51,055,159 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 99 | 51 |
Additional paid-in-capital | 351,417 | 319,275 |
Accumulated other comprehensive income | 111 | (227) |
Accumulated deficit | (359,066) | (346,827) |
Total stockholders’ deficit | (7,439) | (27,728) |
Total liabilities and stockholders’ deficit | $ 23,076 | $ 14,827 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (shares) | 99,408,916 | 51,055,159 |
Common stock, shares outstanding (shares) | 99,408,916 | 51,055,159 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,299 | $ 2,865 | $ 2,730 | $ 4,074 |
Cost and expense | ||||
Cost of revenue (excluding depreciation and amortization) | 1,210 | 1,541 | 1,231 | 3,134 |
Sales and marketing | 486 | 687 | 902 | 1,546 |
Technology and development | 1,477 | 854 | 2,125 | 2,158 |
General and administrative | 1,898 | 2,454 | 4,638 | 5,431 |
Depreciation and amortization | 66 | 260 | 156 | 585 |
Other operating expense | 0 | 0 | 0 | 6 |
Total cost and expense | 5,137 | 5,796 | 9,052 | 12,860 |
Operating loss | (2,838) | (2,931) | (6,322) | (8,786) |
Other income (expense) | ||||
Interest expense | (775) | (553) | (1,236) | (940) |
Other income, net | 57 | 92 | 57 | 47 |
Change in fair value of warrant liability | (6,260) | 2,078 | (6,203) | 662 |
Gain on lease termination | 0 | 0 | 1,538 | 0 |
Other loss, net | 0 | 27 | (73) | 1 |
Total other income (expense), net | (6,978) | 1,644 | (5,917) | (230) |
Loss from continuing operations before income taxes | (9,816) | (1,287) | (12,239) | (9,016) |
Benefit from income taxes | 0 | 0 | 0 | 0 |
Loss from continuing operations | (9,816) | (1,287) | (12,239) | (9,016) |
Loss from discontinued operations, net of tax (Note 17) | 0 | (1,487) | 0 | (2,610) |
Net loss | (9,816) | (2,774) | (12,239) | (11,626) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 156 | 127 | 338 | 33 |
Comprehensive loss | $ (9,660) | $ (2,647) | $ (11,901) | $ (11,593) |
Weighted-average shares outstanding, basic and diluted (in shares) | 89,264 | 43,335 | 71,527 | 39,994 |
Net loss per share, basic and diluted | ||||
Continuing operations (usd per share) | $ (0.11) | $ (0.03) | $ (0.17) | $ (0.23) |
Discontinued operations (usd per share) | 0 | (0.03) | 0 | (0.07) |
Consolidated (usd per share) | $ (0.11) | $ (0.06) | $ (0.17) | $ (0.30) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (shares) at Dec. 31, 2018 | 39,053,312 | ||||
Beginning balance at Dec. 31, 2018 | $ (13,124) | $ 39 | $ 308,018 | $ 32 | $ (321,213) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (11,626) | (11,626) | |||
Share-based compensation | 314 | 314 | |||
Common stock sales (in shares) | 7,074,597 | ||||
Common stock issued | 7,500 | $ 7 | 7,493 | ||
Equity instrument exercises (in shares) | 2,250 | ||||
Equity instrument exercises | 4 | 4 | |||
Other | 33 | 33 | |||
Ending balance (shares) at Jun. 30, 2019 | 46,130,159 | ||||
Ending balance at Jun. 30, 2019 | (16,899) | $ 46 | 315,829 | 65 | (332,839) |
Beginning balance (shares) at Mar. 31, 2019 | 40,722,229 | ||||
Beginning balance at Mar. 31, 2019 | (19,468) | $ 41 | 310,618 | (62) | (330,065) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,774) | (2,774) | |||
Share-based compensation | 216 | 216 | |||
Common stock sales (in shares) | 5,407,930 | ||||
Common stock issued | 5,000 | $ 5 | 4,995 | ||
Other | 127 | 127 | |||
Ending balance (shares) at Jun. 30, 2019 | 46,130,159 | ||||
Ending balance at Jun. 30, 2019 | $ (16,899) | $ 46 | 315,829 | 65 | (332,839) |
Beginning balance (shares) at Dec. 31, 2019 | 51,055,159 | 51,055,159 | |||
Beginning balance at Dec. 31, 2019 | $ (27,728) | $ 51 | 319,275 | (227) | (346,827) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (12,239) | (12,239) | |||
Share-based compensation | 93 | 93 | |||
Common stock sales (in shares) | 48,298,893 | ||||
Common stock issued | 32,030 | $ 48 | 31,982 | ||
Equity instrument exercises (in shares) | 54,864 | ||||
Equity instrument exercises | 67 | 67 | |||
Other | $ 338 | 338 | |||
Ending balance (shares) at Jun. 30, 2020 | 99,408,916 | 99,408,916 | |||
Ending balance at Jun. 30, 2020 | $ (7,439) | $ 99 | 351,417 | 111 | (359,066) |
Beginning balance (shares) at Mar. 31, 2020 | 66,133,888 | ||||
Beginning balance at Mar. 31, 2020 | (25,271) | $ 66 | 323,958 | (45) | (349,250) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (9,816) | (9,816) | |||
Share-based compensation | 47 | 47 | |||
Common stock sales (in shares) | 33,220,164 | ||||
Common stock issued | 27,378 | $ 33 | 27,345 | ||
Equity instrument exercises (in shares) | 54,864 | ||||
Equity instrument exercises | 67 | 67 | |||
Other | $ 156 | 156 | |||
Ending balance (shares) at Jun. 30, 2020 | 99,408,916 | 99,408,916 | |||
Ending balance at Jun. 30, 2020 | $ (7,439) | $ 99 | $ 351,417 | $ 111 | $ (359,066) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net cash used in continuing operating activities | $ (9,247) | $ (7,496) |
Net cash provided in discontinued operating activities | 0 | (7,159) |
Net cash used in operating activities | (9,247) | (14,655) |
Cash flows from investing activities: | ||
Proceeds from sale of business | 0 | 30,000 |
Purchases of property, equipment and software | (9) | (2) |
Payment of payroll costs capitalized to software in progress | 0 | (127) |
Net cash provided by (used in) continuing investing activities | (9) | 29,871 |
Net cash used in discontinued investing activities | 0 | (18,396) |
Net cash used in investing activities | (9) | 11,475 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 32,073 | 7,504 |
Proceeds from debt issuance | 425 | 0 |
Payment of loan fees and debt issuance cost | 0 | (2,275) |
Repayments of debt | (13,281) | (25,526) |
Net cash provided by financing activities | 19,217 | (20,297) |
Net change in cash, cash equivalents and restricted cash | 9,961 | (23,477) |
Cash, cash equivalents and restricted cash: | ||
Beginning of period, including cash in disposal group | 272 | 25,548 |
End of period | 10,233 | 2,071 |
Supplemental cash flow information: | ||
Cash paid for interest | 833 | 2,211 |
Supplemental schedule of non-cash investing and financing activities: | ||
Capitalization of interest to debt principal | 256 | 171 |
Increase in loan payable | $ 0 | $ 1,103 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 6 Months Ended |
Jun. 30, 2020 | |
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 an e-commerce digital media property focused on a luxury beach lifestyle. Our common stock is listed on the Nasdaq Capital Market under the ticker symbol MARK. We recognize revenue primarily from sales in the U.S. and China of AI-based products and services from our KanKan business. COVID-19 Our unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2020 were impacted by the effects of the global outbreak of a novel strain of coronavirus, or COVID-19, as national and local governmental authorities in China and the U.S., where we operate, have placed significant restrictions on travel and other activities within their respective countries, leading to extended business closures. The restrictions and resulting business closures have limited our operational capabilities, which could have a material adverse impact on our business and which have created significant uncertainties, such as the potential adverse effect of the pandemic on the economy, our vendors, our employees and customers and customer sentiment in general. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration and severity of the outbreak, the length of the travel restrictions and business closures imposed by domestic and foreign governments, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be predicted. The pandemic-related situation is changing rapidly, and additional impacts of which we are not currently aware may arise. We are closely monitoring developments in the U.S. and in China and are continually assessing the potential impact on our business. To mitigate the potential material negative effects that COVID-19 may have on our business and to do our part to provide customers with the means to limit the spread of COVID-19, we have repurposed and improved our existing urban life cycle solution that we were selling to make schools in China “smart” schools to build a new product line of high-quality, highly-effective thermal imaging solutions that leverage our innovative software to provide customers with the ability to scan crowds and areas of high foot traffic for indications that certain persons may require secondary screening. We have begun sales efforts primarily in the U.S., as well as in other countries. Going Concern During the six months ended June 30, 2020, and in each fiscal year since our inception, we have incurred net losses which have resulted in an accumulated deficit of $359.1 million as of June 30, 2020. Additionally, our operations have historically used more cash than they have provided. Net cash used in continuing operating activities was $9.2 million during the six months ended June 30, 2020. As of June 30, 2020, our cash and cash equivalents balance was $10.2 million, and we had a negative working capital balance of $4.8 million. On March 3, 2020, we entered into a common stock purchase agreement, later amended on April 9, 2020 (as amended, the “2020 Aspire Purchase Agreement”), with Aspire Capital Fund, LLC (“Aspire Capital”) under which Aspire Capital purchased $30.0 million of shares of our common stock. The 2020 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 March 29, 2019 (the “2019 Aspire Purchase Agreement”). Concurrently with entering into the 2020 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 2020 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 2020 Aspire Purchase Agreement. As of June 30, 2020, we have issued to Aspire Capital a total of 44,227,890 shares of our common stock under the 2020 Aspire Purchase Agreement. During the six months ended June 30, 2020, we issued a total of 48,238,893 shares of our common stock to Aspire Capital under the 2019 Aspire Purchase Agreement and the 2020 Aspire Purchase Agreement in exchange for approximately $32.0 million plus Aspire Capital’s commitment to participate in the 2020 Aspire Purchase Agreement. Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities 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, as well as through sales of our thermal-imaging products. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings and potential sales of investment assets or operating businesses. Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, in response to the COVID-19 pandemic), will play primary roles in determining whether we can successfully obtain additional capital. 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 the effects of the COVID-19 pandemic, 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 with existing cash, cash equivalents and cash resources, and based on the probable success of one or more of the following plans: • develop and grow new product line(s) • monetize existing assets • obtain additional capital through debt and/or equity issuances. 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 August 14, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of June 30, 2020, with the audited Consolidated Balance Sheet amounts as of December 31, 2019 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of June 30, 2020, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K (the “2019 Form 10-K”). Consolidation We include all of our subsidiaries, which include the variable-interest entities (“VIEs”) for which we are the primary beneficiary, in our condensed 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 are the primary beneficiary of the VIEs because the relationships between the VIEs and our WFOE are governed by contractual agreements, including in each case an Exclusive Call Option Agreement, an Exclusive Business Cooperation Agreement, a Proxy Agreement and an Equity Pledge Agreement, which give us control over the operations of the VIEs. We use the fair value method to account for equity investments in which we cannot exercise significant influence over the investee, such as with our investment in Sharecare, Inc. (“Sharecare”). With regard to our investment in Sharecare, GAAP allows us to continue to carry our investment at cost less impairment until such time as an observable price change in the underlying security occurs. Any gains or losses resulting from a change in fair value are recorded to the statement of operations. We use 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 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, share-based compensation, the fair value of the warrant liability, income taxes, inventory reserve and purchase price allocation, among other items. As of June 30, 2020, the impact of the COVID-19 pandemic continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Recently Issued Accounting Pronouncements 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, 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 | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3. REVENUE During the three months ended June 30, 2020, we began selling our thermal imaging products, primarily in the U.S., under our bio-safety business. We sell our Remark AI Thermal Kits to customers needing the ability to scan crowds and areas of high foot traffic for indications that certain persons with elevated temperatures may require secondary screening. Though the kits are semi-customizable, they generally consist primarily of a thermal imaging camera, a calibrating device, a computer to monitor the video feed, supporting equipment and our AI software. Once set up and calibrated, the kits scan a large number of people each minute, providing both thermally enhanced and standard video feeds that allow our customers to evaluate high volumes of people at large gatherings. Our Remark AI rPad thermal imaging devices, usually mounted on a wall or a single-post stand, are designed for customers needing the ability to scan individuals on a one-by-one basis in situations where rapid, high-volume scanning is not necessary, such as at a customer’s office entrances where employees can be scanned as they enter for indications of an elevated temperature that may require secondary screening. In addition to thermal scanning, we can customize our AI software embedded in the rPad to perform additional safety and security functions including identifying persons for authorized entry. We have also developed the Remark AI Thermal Helmet which can, for example, be worn by security personnel at large gatherings allowing for a mobile thermal scanning ability. In addition to our kits, pads and helmets, we sell extended warranties and also maintenance and support plans. Under our warranties and our maintenance and support plans, we stand-ready over the period specified in the contract to repair the hardware sold to the customer or provide support for or upgrade the software as new versions are released. For our kits, pads and helmets, we recognize the associated revenue at the point in time that the customer takes control of the product, while we recognize revenue related to our warranties and our maintenance and support plans over the period of time we have agreed to stand ready to perform the obligations related to such warranties or plans. We do not include disclosures related to remaining performance obligations because substantially all our contracts with customers have an original expected duration of one year or less or, with regard to our stand-ready obligations, the amounts involved are not material. Disaggregation of Revenue The following table presents a disaggregation of our revenue by major category (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 AI-based products and services $ 2,053 $ 2,466 $ 2,377 $ 2,890 Advertising and other 246 399 353 1,184 Revenue $ 2,299 $ 2,865 $ 2,730 $ 4,074 Significant Judgments When accounting for revenue 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 current GAAP regarding revenue, 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. During the six months ended June 30, 2020, our contract liability changed only as a result of routine business activity. During the six months ended June 30, 2020 and 2019, we did not recognize material amounts of revenue which were included in the beginning balance of Contract liability at January 1, 2020 and 2019, respectively. During the six months ended June 30, 2020 and 2019, we did not recognize revenue from performance obligations within the scope of ASC 606 that were satisfied in previous periods. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2020 | |
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 to purchase common stock. As of June 30, 2020, 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 (as defined in Note 12 ) 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: June 30, December 31, 2020 2019 CBG Financing Warrants Expected volatility 85.00 % 85.00 % Risk-free interest rate 0.18 % 1.60 % Expected remaining term (years) 0.23 0.73 CBG Acquisition Warrants Expected volatility 75.00 % 75.00 % Risk-free interest rate 0.23 % 1.65 % Expected remaining term (years) 3.23 3.72 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 June 30, 2020, we estimated that no equity financing events 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. We determined that, for the three months ended June 30, 2020, adding or subtracting five percentage points with regard to our estimate of expected volatility, or increases or decreases in our stock price of five percent, would not have resulted in changes to our estimates of fair value, except as follows: Increase Decrease Change in volatility CBG Financing Warrants $ 130 $ 130 CBG Acquisition Warrants 460 405 Change in stock price CBG Financing Warrants $ 660 $ 595 CBG Acquisition Warrants 290 230 The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Six Months Ended June 30, Year Ended December 31, 2020 2019 Balance at beginning of period $ 115 $ 1,383 Increase (decrease) in fair value 6,203 (1,268) Balance at end of period $ 6,318 $ 115 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 our acquisition of Vegas.com, LLC (“Vegas.com”) in September 2015 that were contingent upon the performance of Vegas.com in the years ended December 31, 2016, 2017, and 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 six months ended June 30, 2020 in the balance of the liability associated with the Earnout Payments (in thousands): Balance at beginning of period $ 1,086 Interest accrued on unpaid balance 34 Balance at end of period $ 1,120 |
TRADE ACCOUNTS RECEIVABLE
TRADE ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Trade Accounts Receivable | NOTE 5. TRADE ACCOUNTS RECEIVABLE June 30, 2020 December 31, 2019 Gross accounts receivable balance $ 4,465 $ 4,171 Allowance for bad debt (2,230) (2,207) Accounts receivable, net $ 2,235 $ 1,964 |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATES | 6 Months Ended |
Jun. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATES | NOTE 6. INVESTMENT 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 June 30, 2020, we owned approximately 4.5% of Sharecare’s issued 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 as of June 30, 2020, 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For the three months ended June 30, 2020, the amount of our equity in AIO’s net earnings for their quarter ended March 31, 2020 was not material. |
PREPAID EXPENSE AND OTHER CURRE
PREPAID EXPENSE AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
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): June 30, 2020 December 31, 2019 Other receivables $ 3,608 $ 3,712 Prepaid expense 448 633 Deposits 10 7 Inventory, net 1,355 — Other current assets 382 271 Total $ 5,803 $ 4,623 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2020 | |
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): Estimated Life June 30, 2020 December 31, 2019 Computers and equipment 3 987 989 Furniture and fixtures 3 47 23 Software 3 4,872 4,896 Leasehold improvements 10 11 114 Total property, equipment and software $ 5,917 $ 6,022 Less accumulated depreciation (5,761) (5,681) Total property, equipment and software, net $ 156 $ 341 For the six months ended June 30, 2020 and 2019, depreciation (and amortization of software) expense was $0.1 million and $0.4 million, respectively. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 9. LEASES We lease office space and a vehicle under contracts we classify as operating leases. None of our leases are financing leases. The following table presents the detail of our lease expense, net of sublease income, which is reported in General and administrative expense (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease expense $ 83 $ 385 $ 471 $ 703 Short-term lease expense 47 98 122 164 Less: Sublease income — (78) — (78) Lease expense $ 130 $ 405 $ 593 $ 789 We reported within continuing operating cash flows for the six months ended June 30, 2020 and 2019, $0.1 million and $0.9 million, respectively, of cash paid for amounts included in the measurement of operating lease liabilities. As of June 30, 2020, our operating leases had a weighted-average remaining lease term of approximately 14 months, and we used a weighted-average discount rate of approximately 13% to measure our operating lease liabilities. Maturity of Lease Liabilities The following table presents information regarding the maturities of our undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in our June 30, 2020 unaudited Condensed Consolidated Balance Sheet (in thousands): Operating lease liabilities maturing during the next: One year $ 387 Two years 149 Three years 76 Total undiscounted cash flows $ 612 Present value of cash flows $ 548 Lease liabilities on balance sheet: Short-term $ 346 Long-term 202 Total lease liabilities $ 548 The current portion of our operating lease liability, which we report in Accrued expense and other current liabilities on our unaudited Condensed Consolidated Balance Sheet, also includes approximately $1.5 million of estimated damages from the early termination of the lease on our former office located at 3960 Howard Hughes Parkway in Las Vegas. See Note 13 and Note 18 for more information. Significant Judgments When accounting for our leases, we make certain judgments, such as whether a contract contains a lease or what discount rate to use, that affect the determination of the amount of our lease assets and liabilities. Based on the current facts and circumstances related to our contracts, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 10. INTANGIBLE ASSETS The following table summarizes intangible assets by category (in thousands): June 30, 2020 December 31, 2019 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,256 $ (911) $ 345 $ 1,256 $ (874) $ 382 Other intangible assets 68 (68) — 68 (68) — $ 1,324 $ (979) $ 345 $ 1,324 $ (942) $ 382 Indefinite-lived intangible assets License to operate in China 127 127 127 127 Total intangible assets $ 1,451 $ 472 $ 1,451 $ 509 Total amortization expense was de minimis and $0.2 million for the six months ended June 30, 2020 and 2019, respectively. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 11. INCOME TAX Our effective tax rate (“ETR”) from continuing operations was 0.0% for the six months ended June 30, 2020. The quarterly ETR has not significantly differed from our historical annual ETR because we continue to maintain a full valuation allowance against our existing deferred tax assets. In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary change to income and non-income-based tax laws. As of June 30, 2020, we do not currently expect the provisions of the CARES Act to have a material effect on current income tax expense or the realizability of deferred income tax assets. We will monitor additional guidance and impact that the CARES Act and other potential legislation may have on our income taxes. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 12. 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. As of June 30, 2020, we owe $2.4 million in principal and accrued interest. Other Debt The following table presents debt (in thousands) as of: June 30, 2020 December 31, 2019 MGG loan due May 2020 $ — $ 12,025 Loans payable, current — 12,025 PPP loan due April 2022 425 — Loans payable, long-term $ 425 $ — Loan due May 2020 We were 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 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 “MGG Loan”). On May 15, 2019, we completed the sale of all of the issued and outstanding membership interests of Vegas.com (the “VDC Transaction”) and used the cash proceeds of $30 million to pay amounts due under the Financing Agreement, of which approximately $10 million remained outstanding after giving effect to the application of such cash proceeds. On May 28, 2020, we repaid in full all outstanding obligations under, and terminated, the Financing Agreement. See Note 13 for further discussion of Lender actions. Loan due April 2022 On April 15, 2020, we entered into a loan agreement (the “PPP Loan”) with our bank under the U.S. Small Business Administration’s Paycheck Protection Program. Under the PPP Loan, we borrowed $0.4 million with a stated interest rate of one percent for a term of two years from the initial disbursement date of April 15, 2020. The PPP Loan is eligible for forgiveness as part of the CARES Act if certain requirements are met. We continue to evaluate and monitor the requirements of the CARES Act that allow for forgiveness. The accrued interest expense relating these loans for three and six months ended June 30, 2020 was not material. As of June 30, 2020, the SBA loan had an outstanding principle balance of $0.4 million included in loans payable. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13. COMMITMENTS AND CONTINGENCIES At June 30, 2020, we had no material commitments outside the normal course of business. Contingencies As of June 30, 2020, we were neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us and, therefore, we have not accrued any contingent liabilities, except as described below. Earnout Payment As of June 30, 2020 and December 31, 2019, we have accrued approximately $1.1 million related to the Earnout Payment related to our acquisition of Vegas.com. See Note 4 for more information regarding the Earnout Payment. Termination of Lease and Related Landlord Actions Since approximately July 2019, we have not been able to pay our obligations under the office lease for our former office located at 3960 Howard Hughes Parkway in Las Vegas, Nevada. On March 5, 2020, our former landlord, BRE/HC Las Vegas Property Holdings, L.L.C (the “Hughes Center Landlord”), exercised its right to terminate the lease as of such date as a result of the ongoing payment default. On April 9, 2020, the Hughes Center Landlord filed suit against us in Nevada to recover the approximately $1.1 million of rent owed through March 5, 2020, plus damages resulting from the early termination of the lease. Based on calculations stipulated by the lease, we estimated the increase to rent expense and to the current portion of our operating lease liability, net of security deposit of $0.3 million, was approximately $1.5 million as of June 30, 2020. On August 3, 2020, we entered into a Settlement Agreement and Release (the “Hughes Center Lease Settlement”) with the Hughes Center Landlord under which we will pay $0.6 million to the Hughes Center Landlord in exchange for a full release of all obligations and claims against us in relation to our lease agreement with the Hughes Center Landlord. See Note 18 for more information regarding the Hughes Center Lease Settlement. We have leased new office space under a lease that is not material to our consolidated financial statements. Lender Actions and Repayment of Debt On January 8, 2020, we received a notice from MGG that, as a result of certain continuing defaults under the Financing Agreement, the Lenders had exercised their right under the Financing Agreement to replace the single-member board of directors of our wholly-owned subsidiary that holds our investment (described in Note 6 ) in Sharecare with a person of their choosing. On March 16, 2020, we received a notice of acceleration from MGG, in which MGG declared that the entire unpaid principal of and any accrued and unpaid interest on the MGG Loan, and all fees and other amounts payable under the Financing Agreement, were immediately due and payable and demanded that all such amounts be paid immediately to MGG. On March 16, 2020, MGG filed a Summons with Notice against us in the Supreme Court of the State of New York, County of New York, alleging a claim for breach of contract under the Financing Agreement. On May 28, 2020, we repaid in full all outstanding obligations under, and terminated, the Financing Agreement. On the same date, and concurrently with repaying all outstanding obligations under the Financing Agreement, we agreed to reduce by $0.30 per share the exercise price of the CBG Financing Warrants to purchase 6,601,558 shares of our common stock. On June 23, 2020, MGG voluntarily discontinued the legal action against us in the Supreme Court of the State of New York, County of New York. |
STOCKHOLDERS' EQUITY, SHARE-BAS
STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE | NOTE 14. STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE Common Shares Authorized Our Amended and Restated Certificate of Incorporation authorizes us to issue up to 100,000,000 shares of our common stock, of which 99,408,916 shares were outstanding as of August 11, 2020. In addition, as of August 11, 2020, we had outstanding stock options allowing for the purchase of as many as approximately 15.9 million shares of common stock and we had outstanding warrants to purchase 6,641,558 shares of common stock. If all of our outstanding stock options and warrants were exercised, the total number of shares of our common stock that we would be required to issue would greatly exceed the number of our remaining authorized but unissued shares of common stock. As a result of such potential shortfall in the number of our authorized shares of common stock, we will have insufficient shares of common stock available to issue in connection with the exercise of our outstanding stock options and warrants or any future equity financing transaction we may seek to undertake. Accordingly, we intend to seek approval of an increase in the number of our authorized shares of common stock at a 2020 special meeting of stockholders. Equity Issuances On March 3, 2020, we entered into the 2020 Aspire Purchase Agreement with Aspire Capital which provided that, upon the terms and subject to the conditions and limitations set forth therein, we had 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 2020 Aspire Purchase Agreement. The 2020 Aspire Purchase Agreement replaced the 2019 Aspire Purchase Agreement, which terminated under the terms of the 2020 Aspire Purchase Agreement. In consideration for entering into the 2020 Aspire Purchase Agreement, we have issued to Aspire Capital 2,374,545 shares of our common stock. As of June 30, 2020, we have issued to Aspire Capital a total of 44,227,890 shares of our common stock under the 2020 Aspire Purchase Agreement. During the six months ended June 30, 2020, we issued a total of 48,238,893 shares of our common stock to Aspire Capital under the 2019 Aspire Purchase Agreement and the 2020 Aspire Purchase Agreement in exchange for $32.0 million plus Aspire Capital’s commitment to participate in the 2020 Aspire Purchase Agreement. On July 20, 2020, we filed a registration statement on Form S-1 (Registration No. 333-239944) with the SEC (as amended, the “Registration Statement”). The Registration Statement, which has not yet been declared effective by the SEC, relates to an offer (the “Offering”) to sell up to a total of 150,000 units (the “Units”) consisting of 600,000 shares of 9.5% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred”) and 150,000 warrants to purchase common stock (the “Warrants”, together with the Units and the Series A Preferred, the “Securities”), plus the grant of an over-allotment option for the issuance, sale and delivery of up to 90,000 additional Series A Preferred and/or 22,500 additional Warrants. Each Unit consists of (i) four shares of Series A Preferred and (ii) one Warrant which may become exercisable to purchase one share of our common stock. The Securities are to be offered and sold in the manner described in the Registration Statement and the related prospectus included therein. We estimate that the net proceeds to us from the sale of the Units in the Offering will be approximately $13.8 million (assuming the over-allotment option is not exercised), based on the public offering price of $100.00 per Unit, after deducting the total underwriting discounts and commissions payable, excluding estimated offering expenses. This amount does not include the proceeds that we may receive in connection with any exercise of the Warrants issued pursuant to the Offering. Share-Based Compensation We are authorized to issue equity-based awards under our 2010 Equity Incentive Plan, our 2014 Incentive Plan, and our 2017 Incentive Plan, 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 generally expire 10 years from the grant date. All forms of equity awards and 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. The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of June 30, 2020, and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2020 10,359,079 $ 4.20 Granted — — Exercised (54,864) 1.23 Forfeited, cancelled or expired (87,375) 2.63 Outstanding at June 30, 2020 10,216,840 $ 4.23 6.2 $ — Options exercisable at June 30, 2020 9,876,966 $ 4.35 6.1 $ — The following table summarizes activity under our equity incentive plans related to the China Cash Bonuses as of June 30, 2020, and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2020 1,087,500 $ 5.20 Forfeited, cancelled or expired (183,000) 5.42 Outstanding at June 30, 2020 904,500 $ 5.16 5.0 $ — Options exercisable at June 30, 2020 882,750 $ 5.25 4.9 $ — During the six months ended June 30, 2020, we did not award restricted stock under our equity incentive plans. During the three months ended June 30, 2020 and 2019, we incurred share-based compensation expense (benefit) of $0.6 million and $(0.1) million, respectively. During the six months ended June 30, 2020 and 2019, we incurred share-based compensation expense of $0.7 million and $0.2 million, respectively. Net Loss per Share For the three and six months ended June 30, 2020 and 2019, 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 for the three and six months ended June 30, 2020 and 2019 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 6,601,558 shares of our common stock at an exercise price of $1.93 per share. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15. RELATED PARTY TRANSACTIONS As of June 30, 2020, we had outstanding approximately $0.5 million of receivables from related parties. The receivables represent cash advances in excess of expense reimbursements to senior management. The cash to be received from these receivables was subsequently injected as additional capital into our VIEs in China. See Note 18 for more information regarding subsequent payment of these amounts to our VIEs. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 16. SEGMENT INFORMATION As a result of our disposal of the previously-reported Travel and Entertainment segment, we currently report one segment: our Technology & Data Intelligence segment, which provides services to our customers based upon the data collected and processed by our proprietary data intelligence software. Our chief operating decision maker uses Adjusted EBITDA as the primary measure of profitability for evaluating the operational performance of our reportable segment. Adjusted EBITDA represents operating income (loss) plus depreciation and amortization expense, share-based compensation expense, impairments and net other income, less other loss. We do not allocate certain types of shared expense, such as legal and accounting, to our reportable segment; such costs are included in Corporate Entity and Other. The following table presents certain financial information regarding our reportable segment and other entities for the three and six months ended June 30, 2020 and 2019 (in thousands): Technology & Data Intelligence Corporate Entity and Other Consolidated Three Months Ended June 30, 2020 Revenue $ 987 $ 1,312 $ 2,299 Adjusted EBITDA $ (782) $ (1,286) $ (2,068) Three Months Ended June 30, 2019 Revenue $ 2,465 $ 400 $ 2,865 Adjusted EBITDA $ (344) $ (2,310) $ (2,654) Six Months Ended June 30, 2020 Revenue $ 1,311 $ 1,419 $ 2,730 Adjusted EBITDA $ (1,472) $ (2,491) $ (3,963) Six Months Ended June 30, 2019 Revenue $ 2,890 $ 1,184 $ 4,074 Adjusted EBITDA $ (3,003) $ (4,927) $ (7,930) The following table reconciles Adjusted EBITDA to Loss before income taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Adjusted EBITDA $ (2,068) $ (2,654) $ (3,963) $ (7,930) Depreciation and amortization (66) (260) (156) (585) Share-based compensation expense (646) 102 (681) (223) Other expense (income), net (58) (92) (57) (47) Other loss (gain) — (27) (1,465) (1) Operating loss $ (2,838) $ (2,931) $ (6,322) $ (8,786) Other income (expense) Interest expense (775) (553) (1,236) (940) Other income (expense), net 57 92 57 47 Gain on lease termination — — 1,538 — Change in fair value of warrant liability (6,260) 2,078 (6,203) 662 Other gain (loss), net — 27 (73) 1 Total other income (expense), net $ (6,978) $ 1,644 $ (5,917) $ (230) Income (Loss) from continuing operations before income taxes $ (9,816) $ (1,287) $ (12,239) $ (9,016) The following table presents total assets for our reportable segment and the corporate and other entities (in thousands): June 30, 2020 December 31, 2019 Technology & Data Intelligence segment $ 8,468 $ 7,450 Corporate entity and other business units 14,608 7,377 Consolidated $ 23,076 $ 14,827 Capital expenditures for our Technology & Data Intelligence segment were de minimis during the three and six months ended June 30, 2020, respectively, and were de minimis and $0.1 million during the three and six months ended June 30, 2019, respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 17. DISCONTINUED OPERATIONS On May 15, 2019, we completed the VDC Transaction for an aggregate purchase price of $30.0 million. The business we sold in the VDC Transaction formerly comprised our Travel and Entertainment segment. The following table presents the major classes of line items constituting the pretax profit or loss of the disposed Travel and Entertainment segment (in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Revenue $ 9,178 $ 27,432 Cost of revenue (excluding depreciation and amortization) 1,240 4,016 Selling, general and administrative 7,506 18,383 Technology and development 1,082 3,280 Depreciation, amortization and impairments 5,860 8,007 Other operating expense 139 384 Other expense (income) and loss (gain), net (4,948) (3,814) Loss from discontinued operations before income taxes (1,701) (2,824) Benefit from income taxes 214 214 Loss from discontinued operations $ (1,487) $ (2,610) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS On July 27, 2020, senior management personnel described in Note 15 injected approximately $0.5 million into our VIEs, thereby reducing our receivable from them to zero. Also on July 27, 2020, we granted to employees and directors, excluding our CEO, options to purchase approximately 5.6 million shares of our common stock. The option agreements governing the grants contain a stipulation that, regardless of vesting, such options do not become exercisable until stockholders approve an increase in the number of shares of our common stock authorized for issuance. On August 3, 2020, we entered into the Hughes Center Lease Settlement with the Hughes Center Landlord. Under the Hughes Center Lease Settlement, we paid $0.45 million to the Hughes Center Landlord and agreed to pay another $0.15 million in three equal installments on each of September 1, 2020, October 1, 2020 and November 1, 2020, in full settlement of the obligations we incurred in relation to the office lease. If we do not make the installment payments on or before the specified dates, we will be required to pay an additional amount of approximately $0.2 million to the Hughes Center Landlord, which would increase the total aggregate settlement payments to approximately $0.8 million. The plaintiff has begun the process of discontinuing legal action against us. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of June 30, 2020, with the audited Consolidated Balance Sheet amounts as of December 31, 2019 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of June 30, 2020, as well as our unaudited Condensed Consolidated Statements of |
Consolidation | Consolidation We include all of our subsidiaries, which include the variable-interest entities (“VIEs”) for which we are the primary beneficiary, in our condensed 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 are the primary beneficiary of the VIEs because the relationships between the VIEs and our WFOE are governed by contractual agreements, including in each case an Exclusive Call Option Agreement, an Exclusive Business Cooperation Agreement, a Proxy Agreement and an Equity Pledge Agreement, which give us control over the operations of the VIEs. |
Use of Estimates | Use of Estimates We prepare our consolidated financial statements in conformity with 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, share-based compensation, the fair value of the warrant liability, income taxes, inventory reserve and purchase price allocation, among other items. As of June 30, 2020, the impact of the COVID-19 pandemic continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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, 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) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table presents a disaggregation of our revenue by major category (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 AI-based products and services $ 2,053 $ 2,466 $ 2,377 $ 2,890 Advertising and other 246 399 353 1,184 Revenue $ 2,299 $ 2,865 $ 2,730 $ 4,074 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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: June 30, December 31, 2020 2019 CBG Financing Warrants Expected volatility 85.00 % 85.00 % Risk-free interest rate 0.18 % 1.60 % Expected remaining term (years) 0.23 0.73 CBG Acquisition Warrants Expected volatility 75.00 % 75.00 % Risk-free interest rate 0.23 % 1.65 % Expected remaining term (years) 3.23 3.72 Increase Decrease Change in volatility CBG Financing Warrants $ 130 $ 130 CBG Acquisition Warrants 460 405 Change in stock price CBG Financing Warrants $ 660 $ 595 CBG Acquisition Warrants 290 230 |
Reconciliation of liabilities of warrants | The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Six Months Ended June 30, Year Ended December 31, 2020 2019 Balance at beginning of period $ 115 $ 1,383 Increase (decrease) in fair value 6,203 (1,268) Balance at end of period $ 6,318 $ 115 |
Reconciliation of earnout payments | The following table presents the change during the six months ended June 30, 2020 in the balance of the liability associated with the Earnout Payments (in thousands): Balance at beginning of period $ 1,086 Interest accrued on unpaid balance 34 Balance at end of period $ 1,120 |
TRADE ACCOUNTS RECEIVABLE (Tabl
TRADE ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | June 30, 2020 December 31, 2019 Gross accounts receivable balance $ 4,465 $ 4,171 Allowance for bad debt (2,230) (2,207) Accounts receivable, net $ 2,235 $ 1,964 |
PREPAID EXPENSE AND OTHER CUR_2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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): June 30, 2020 December 31, 2019 Other receivables $ 3,608 $ 3,712 Prepaid expense 448 633 Deposits 10 7 Inventory, net 1,355 — Other current assets 382 271 Total $ 5,803 $ 4,623 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment consist of the following (in thousands, except estimated lives): Estimated Life June 30, 2020 December 31, 2019 Computers and equipment 3 987 989 Furniture and fixtures 3 47 23 Software 3 4,872 4,896 Leasehold improvements 10 11 114 Total property, equipment and software $ 5,917 $ 6,022 Less accumulated depreciation (5,761) (5,681) Total property, equipment and software, net $ 156 $ 341 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lease expense, net of sublease income | The following table presents the detail of our lease expense, net of sublease income, which is reported in General and administrative expense (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease expense $ 83 $ 385 $ 471 $ 703 Short-term lease expense 47 98 122 164 Less: Sublease income — (78) — (78) Lease expense $ 130 $ 405 $ 593 $ 789 |
Maturity of lease liabilities | The following table presents information regarding the maturities of our undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in our June 30, 2020 unaudited Condensed Consolidated Balance Sheet (in thousands): Operating lease liabilities maturing during the next: One year $ 387 Two years 149 Three years 76 Total undiscounted cash flows $ 612 Present value of cash flows $ 548 Lease liabilities on balance sheet: Short-term $ 346 Long-term 202 Total lease liabilities $ 548 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-lived intangible assets | The following table summarizes intangible assets by category (in thousands): June 30, 2020 December 31, 2019 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,256 $ (911) $ 345 $ 1,256 $ (874) $ 382 Other intangible assets 68 (68) — 68 (68) — $ 1,324 $ (979) $ 345 $ 1,324 $ (942) $ 382 Indefinite-lived intangible assets License to operate in China 127 127 127 127 Total intangible assets $ 1,451 $ 472 $ 1,451 $ 509 |
Indefinite-lived intangible assets | The following table summarizes intangible assets by category (in thousands): June 30, 2020 December 31, 2019 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,256 $ (911) $ 345 $ 1,256 $ (874) $ 382 Other intangible assets 68 (68) — 68 (68) — $ 1,324 $ (979) $ 345 $ 1,324 $ (942) $ 382 Indefinite-lived intangible assets License to operate in China 127 127 127 127 Total intangible assets $ 1,451 $ 472 $ 1,451 $ 509 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The following table presents debt (in thousands) as of: June 30, 2020 December 31, 2019 MGG loan due May 2020 $ — $ 12,025 Loans payable, current — 12,025 PPP loan due April 2022 425 — Loans payable, long-term $ 425 $ — |
STOCKHOLDERS' EQUITY, STOCK-BAS
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stock option activity under equity incentive plans | The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of June 30, 2020, and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2020 10,359,079 $ 4.20 Granted — — Exercised (54,864) 1.23 Forfeited, cancelled or expired (87,375) 2.63 Outstanding at June 30, 2020 10,216,840 $ 4.23 6.2 $ — Options exercisable at June 30, 2020 9,876,966 $ 4.35 6.1 $ — The following table summarizes activity under our equity incentive plans related to the China Cash Bonuses as of June 30, 2020, and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2020 1,087,500 $ 5.20 Forfeited, cancelled or expired (183,000) 5.42 Outstanding at June 30, 2020 904,500 $ 5.16 5.0 $ — Options exercisable at June 30, 2020 882,750 $ 5.25 4.9 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The following table presents certain financial information regarding our reportable segment and other entities for the three and six months ended June 30, 2020 and 2019 (in thousands): Technology & Data Intelligence Corporate Entity and Other Consolidated Three Months Ended June 30, 2020 Revenue $ 987 $ 1,312 $ 2,299 Adjusted EBITDA $ (782) $ (1,286) $ (2,068) Three Months Ended June 30, 2019 Revenue $ 2,465 $ 400 $ 2,865 Adjusted EBITDA $ (344) $ (2,310) $ (2,654) Six Months Ended June 30, 2020 Revenue $ 1,311 $ 1,419 $ 2,730 Adjusted EBITDA $ (1,472) $ (2,491) $ (3,963) Six Months Ended June 30, 2019 Revenue $ 2,890 $ 1,184 $ 4,074 Adjusted EBITDA $ (3,003) $ (4,927) $ (7,930) The following table reconciles Adjusted EBITDA to Loss before income taxes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Adjusted EBITDA $ (2,068) $ (2,654) $ (3,963) $ (7,930) Depreciation and amortization (66) (260) (156) (585) Share-based compensation expense (646) 102 (681) (223) Other expense (income), net (58) (92) (57) (47) Other loss (gain) — (27) (1,465) (1) Operating loss $ (2,838) $ (2,931) $ (6,322) $ (8,786) Other income (expense) Interest expense (775) (553) (1,236) (940) Other income (expense), net 57 92 57 47 Gain on lease termination — — 1,538 — Change in fair value of warrant liability (6,260) 2,078 (6,203) 662 Other gain (loss), net — 27 (73) 1 Total other income (expense), net $ (6,978) $ 1,644 $ (5,917) $ (230) Income (Loss) from continuing operations before income taxes $ (9,816) $ (1,287) $ (12,239) $ (9,016) The following table presents total assets for our reportable segment and the corporate and other entities (in thousands): June 30, 2020 December 31, 2019 Technology & Data Intelligence segment $ 8,468 $ 7,450 Corporate entity and other business units 14,608 7,377 Consolidated $ 23,076 $ 14,827 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the major classes of line items constituting the pretax profit or loss of the disposed Travel and Entertainment segment (in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Revenue $ 9,178 $ 27,432 Cost of revenue (excluding depreciation and amortization) 1,240 4,016 Selling, general and administrative 7,506 18,383 Technology and development 1,082 3,280 Depreciation, amortization and impairments 5,860 8,007 Other operating expense 139 384 Other expense (income) and loss (gain), net (4,948) (3,814) Loss from discontinued operations before income taxes (1,701) (2,824) Benefit from income taxes 214 214 Loss from discontinued operations $ (1,487) $ (2,610) |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 03, 2020 | Dec. 31, 2019 | Mar. 29, 2019 | |
Debt Instrument [Line Items] | |||||
Accumulated deficit | $ 359,066 | $ 346,827 | |||
Net cash used in operating activities | 9,247 | $ 7,496 | |||
Cash and cash equivalents | 10,233 | $ 272 | |||
Working capital | $ 4,800 | ||||
Aspire Capital Fund, LLC | |||||
Debt Instrument [Line Items] | |||||
Number of shares issued (in shares) | 48,238,893 | ||||
Consideration received on sale of stock | $ 32,000 | ||||
Private Placement | Aspire Capital Fund, LLC | |||||
Debt Instrument [Line Items] | |||||
Purchase amount of shares authorized | $ 30,000 | $ 30,000 | |||
Number of shares issued (in shares) | 44,227,890 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | $ 2,299,000 | $ 2,865,000 | $ 2,730,000 | $ 4,074,000 |
Revenue included in the beginning balance of Contract liability | 0 | 0 | ||
Revenue from performance obligations satisfied in previous periods | 0 | 0 | ||
AI-based products and services | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | 2,053,000 | 2,466,000 | 2,377,000 | 2,890,000 |
Advertising and other | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue | $ 246,000 | $ 399,000 | $ 353,000 | $ 1,184,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assumptions Used in Calculating the Fair Value of Warrants (Details) - Fair Value, Inputs, Level 3 - China Branding Group Limited | Jun. 30, 2020 | Dec. 31, 2019 |
Expected volatility | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.8500 | 0.8500 |
Expected volatility | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.7500 | 0.7500 |
Risk-free interest rate | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0018 | 0.0160 |
Risk-free interest rate | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0023 | 0.0165 |
Expected remaining term (years) | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, expected remaining term | 2 months 23 days | 8 months 23 days |
Expected remaining term (years) | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, expected remaining term | 3 years 2 months 23 days | 3 years 8 months 19 days |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | Jun. 30, 2020future_event |
Fair Value Disclosures [Abstract] | |
Estimated future equity financing events | 0 |
FAIR VALUE MEASUREMENTS - Estim
FAIR VALUE MEASUREMENTS - Estimate of Expected Volatility and Stock Price (Details) - China Branding Group Limited $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
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 | $ 130 |
Changes in fair value resulting from 5% decrease in expected volatility | 130 |
Changes in fair value resulting form 5% increase in stock price | 595 |
Changes in fair value resulting from 5% decrease in stock price | 660 |
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 | 460 |
Changes in fair value resulting from 5% decrease in expected volatility | 405 |
Changes in fair value resulting form 5% increase in stock price | 230 |
Changes in fair value resulting from 5% decrease in stock price | $ 290 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value of Warrants Accounted for as Derivative Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Warrant liabilities | ||
Contingent Consideration | ||
Balance at beginning of period | $ 115 | $ 1,383 |
Change in fair value | 6,203 | (1,268) |
Balance at end of period | 6,318 | 115 |
Earnout payment liabilities | Vegas.com LLC | ||
Contingent Consideration | ||
Balance at beginning of period | 1,086 | |
Interest accrued on unpaid balance | 34 | |
Balance at end of period | $ 1,120 | $ 1,086 |
TRADE ACCOUNTS RECEIVABLE (Deta
TRADE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross accounts receivable balance | $ 4,465 | $ 4,171 |
Allowance for bad debt | (2,230) | (2,207) |
Accounts receivable, net | $ 2,235 | $ 1,964 |
AI-based products and services | Product Concentration Risk | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of gross trade receivables | 55.00% |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Details) $ in Millions | 1 Months Ended | |
Jun. 30, 2018USD ($)entity | Jun. 30, 2020 | |
Noncontrolling Interest [Line Items] | ||
Number of consolidated VIEs | entity | 1 | |
Sharecare | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage in unconsolidated affiliate | 4.50% | |
All-in-one Cloud Net Technology, Co | ||
Noncontrolling Interest [Line Items] | ||
Interest in VIE acquired | 20.00% | |
Payments to acquire VIE | $ | $ 1 |
PREPAID EXPENSE AND OTHER CUR_3
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Current Assets | ||
Other receivables | $ 3,608 | $ 3,712 |
Prepaid expense | 448 | 633 |
Deposits | 10 | 7 |
Inventory, Net | 1,355 | 0 |
Other current assets | 382 | 271 |
Total | $ 5,803 | $ 4,623 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total property, equipment and software | $ 5,917 | $ 6,022 | |
Less accumulated depreciation | (5,761) | (5,681) | |
Total property, equipment and software, net | 156 | 341 | |
Depreciation (and amortization of software) expense | $ 100 | $ 400 | |
Computers and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Life (Years) | 3 years | ||
Total property, equipment and software | $ 987 | 989 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Life (Years) | 3 years | ||
Total property, equipment and software | $ 47 | 23 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Life (Years) | 3 years | ||
Total property, equipment and software | $ 4,872 | 4,896 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Life (Years) | 10 years | ||
Total property, equipment and software | $ 11 | $ 114 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Current portion of operating lease liability | $ 346 | $ 346 | ||
Cash paid for operating lease liabilities | $ 100 | $ 900 | ||
Weighted-average remaining lease term | 14 months | 14 months | ||
Weighted-average discount rate | 13.00% | 13.00% | ||
Gain on lease termination | $ 0 | $ 0 | $ 1,538 | $ 0 |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease expense | $ 83 | $ 385 | $ 471 | $ 703 |
Short-term lease expense | 47 | 98 | 122 | 164 |
Less: Sublease income | 0 | (78) | 0 | (78) |
Lease expense | $ 130 | $ 405 | $ 593 | $ 789 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Operating lease liabilities maturing during the next: | ||
One year | $ 387 | |
Two years | 149 | |
Three years | 76 | |
Total undiscounted cash flows | 612 | |
Present value of cash flows | 548 | |
Lease liabilities on balance sheet: | ||
Short-term | 346 | |
Long-term | 202 | $ 4,650 |
Present value of cash flows | $ 548 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-lived intangible assets | |||
Gross Amount | $ 1,324 | $ 1,324 | |
Accumulated Amortization | (979) | (942) | |
Net Amount | 345 | 382 | |
Total intangible assets | |||
Gross Amount | 1,451 | 1,451 | |
Net Amount | 472 | 509 | |
Amortization expense | $ 200 | ||
License to operate in China | |||
Indefinite-lived intangible assets | |||
Indefinite lived intangible assets | 127 | 127 | |
Domain names | |||
Finite-lived intangible assets | |||
Gross Amount | 1,256 | 1,256 | |
Accumulated Amortization | (911) | (874) | |
Net Amount | 345 | 382 | |
Other intangible assets | |||
Finite-lived intangible assets | |||
Gross Amount | 68 | 68 | |
Accumulated Amortization | (68) | (68) | |
Net Amount | $ 0 | $ 0 |
INCOME TAX (Details)
INCOME TAX (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 0.00% |
DEBT - Short-Term Debt Narrativ
DEBT - Short-Term Debt Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Apr. 12, 2017 | |
Short-term Debt [Line Items] | |||
Note payable | $ 2,000,000 | $ 3,000,000 | |
Principal and accrued interest | $ 2,400,000 | ||
Short-term note payable to private lender | |||
Short-term Debt [Line Items] | |||
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 Instrum
DEBT - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Loans payable, current | $ 0 | $ 12,025 |
Loans payable, long-term | 425 | 0 |
Loans Payable | ||
Debt Instrument [Line Items] | ||
Loans payable, long-term | 425 | 0 |
Loans Payable | ||
Debt Instrument [Line Items] | ||
Loans payable, current | $ 0 | $ 12,025 |
DEBT - Other Debt Narrative (De
DEBT - Other Debt Narrative (Details) - USD ($) | Apr. 15, 2020 | Jun. 30, 2020 | May 15, 2019 | Sep. 24, 2015 |
Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Original principal amount | $ 35,500,000 | |||
Financing Agreement | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 10,000,000 | |||
Paycheck Protection Program, CARES Act | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Original principal amount | $ 400,000 | |||
Debt outstanding | $ 400,000 | |||
Debt interest rate percentage | 1.00% | |||
Term of debt | 2 years | |||
Discontinued Operations, Disposed of by Sale | Vegas.com LLC | ||||
Debt Instrument [Line Items] | ||||
Aggregate purchase price | $ 30,000,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | Aug. 03, 2020 | May 28, 2020 | Apr. 09, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Aug. 11, 2020 | Mar. 05, 2020 |
Loss Contingencies [Line Items] | ||||||||||
Damages sought | $ 1,100,000 | |||||||||
Gain on lease termination | $ 0 | $ 0 | $ 1,538,000 | $ 0 | ||||||
Vegas.com LLC | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accrued earnout payment | $ 1,100,000 | $ 1,100,000 | ||||||||
Office Space | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Security deposit | $ 300,000 | |||||||||
Subsequent Event | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Warrants (in shares) | 6,641,558 | |||||||||
Subsequent Event | Hughes Center Lease Settlement | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Payments for legal settlement | $ 600,000 | |||||||||
CBG Financing Warrants | China Branding Group Limited | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Warrant, exercise price (usd per share) | $ 0.30 | |||||||||
Warrants (in shares) | 6,601,558 |
STOCKHOLDERS' EQUITY, SHARE-B_2
STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 20, 2020 | Mar. 03, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Aug. 11, 2020 | May 28, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 29, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Common stock, shares outstanding (shares) | 99,408,916 | 99,408,916 | 51,055,159 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Share-based compensation expense | $ 646 | $ (102) | $ 681 | $ 223 | |||||||||
Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock, shares outstanding (shares) | 99,408,916 | ||||||||||||
Warrants (in shares) | 6,641,558 | ||||||||||||
Subsequent Event | Common Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock outstanding (in shares) | 15,900,000 | ||||||||||||
Common Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock, shares outstanding (shares) | 99,408,916 | 46,130,159 | 99,408,916 | 46,130,159 | 66,133,888 | 51,055,159 | 40,722,229 | 39,053,312 | |||||
Option award expiration period | 10 years | ||||||||||||
Public Stock Offering | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Consideration received on sale of stock | $ 13,800 | ||||||||||||
Purchase amount of shares authorized (in shares) | 150,000 | ||||||||||||
Sale of stock, price per share (in dollars per share) | $ 100 | ||||||||||||
Public Stock Offering | Subsequent Event | Series A Cumulative Redeemable Perpetual Preferred Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares issued (in shares) | 600,000 | ||||||||||||
Preferred stock, dividend rate | 9.50% | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||||
Number of shares per unit (in shares) | 4 | ||||||||||||
Over-Allotment Option | Subsequent Event | Series A Cumulative Redeemable Perpetual Preferred Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares issued (in shares) | 90,000 | ||||||||||||
Aspire Capital Fund, LLC | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares issued (in shares) | 48,238,893 | ||||||||||||
Consideration received on sale of stock | $ 32,000 | ||||||||||||
Aspire Capital Fund, LLC | Private Placement | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Purchase amount of shares authorized | $ 30,000 | $ 30,000 | |||||||||||
Number of shares issued (in shares) | 2,374,545 | ||||||||||||
Number of shares issued (in shares) | 44,227,890 | ||||||||||||
Aspire Capital Fund, LLC | Private Placement | Common Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Period of purchase stock | 30 months | ||||||||||||
Common Stock Warrants | Public Stock Offering | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants to purchase stock (in shares) | 150,000 | ||||||||||||
Number of securities called by each warrant (in shares) | 1 | ||||||||||||
Common Stock Warrants | Over-Allotment Option | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants to purchase stock (in shares) | 22,500 | ||||||||||||
China Branding Group Limited | CBG Acquisition Warrants | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Equity interests issued (in shares) | 40,000 | ||||||||||||
Exercise price (usd per share) | $ 10 | $ 10 | |||||||||||
China Branding Group Limited | CBG Financing Warrants | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants (in shares) | 6,601,558 | ||||||||||||
Equity interests issued (in shares) | 6,601,558 | ||||||||||||
Exercise price (usd per share) | $ 1.93 | $ 1.93 |
STOCKHOLDERS' EQUITY, SHARE-B_3
STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE - Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Stock Options | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 10,359,079 |
Exercised (in shares) | shares | (54,864) |
Forfeited, cancelled or expired (in shares) | shares | (87,375) |
Outstanding at end of period (in shares) | shares | 10,216,840 |
Options exercisable (in shares) | shares | 9,876,966 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 4.20 |
Exercised (in dollars per share) | $ / shares | 1.23 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 2.63 |
Outstanding at end of period (in dollars per share) | $ / shares | 4.23 |
Options exercisable (in dollars per share) | $ / shares | $ 4.35 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding (term) | 6 years 2 months 12 days |
Options exercisable (term) | 6 years 1 month 6 days |
Aggregate Intrinsic Value (in thousands) | |
Outstanding | $ | $ 0 |
Options exercisable | $ | $ 0 |
China Cash Bonus Awards | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 1,087,500 |
Forfeited, cancelled or expired (in shares) | shares | (183,000) |
Outstanding at end of period (in shares) | shares | 904,500 |
Options exercisable (in shares) | shares | 882,750 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 5.20 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 5.42 |
Outstanding at end of period (in dollars per share) | $ / shares | 5.16 |
Options exercisable (in dollars per share) | $ / shares | $ 5.25 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding (term) | 5 years |
Options exercisable (term) | 4 years 10 months 24 days |
Aggregate Intrinsic Value (in thousands) | |
Outstanding | $ | $ 0 |
Options exercisable | $ | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Receivables from related parties | $ 531 | $ 0 |
Management | Advances To Senior Management | ||
Related Party Transaction [Line Items] | ||
Receivables from related parties | $ 500 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)segment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 1 | ||||
Certain Financial Information | |||||
Revenue | $ 2,299 | $ 2,865 | $ 2,730 | $ 4,074 | |
Adjusted EBITDA | (2,068) | (2,654) | (3,963) | (7,930) | |
Adjusted EBITDA | (2,068) | (2,654) | (3,963) | (7,930) | |
Depreciation and amortization | (66) | (260) | (156) | (585) | |
Share-based compensation expense | (646) | 102 | (681) | (223) | |
Other expense (income), net | (58) | (92) | (57) | (47) | |
Other loss (gain) | 0 | (27) | (1,465) | (1) | |
Operating loss | (2,838) | (2,931) | (6,322) | (8,786) | |
Other income (expense) | |||||
Interest expense | (775) | (553) | (1,236) | (940) | |
Other income (expense), net | 57 | 92 | 57 | 47 | |
Gain on lease termination | 0 | 0 | 1,538 | 0 | |
Change in fair value of warrant liability | (6,260) | 2,078 | (6,203) | 662 | |
Other gain (loss), net | 0 | 27 | (73) | 1 | |
Total other income (expense), net | (6,978) | 1,644 | (5,917) | (230) | |
Loss from continuing operations before income taxes | (9,816) | (1,287) | (12,239) | (9,016) | |
Assets | 23,076 | 23,076 | $ 14,827 | ||
Capital expenditures | 9 | 2 | |||
Technology & Data Intelligence | |||||
Other income (expense) | |||||
Capital expenditures | 100 | ||||
Operating Segments | Technology & Data Intelligence | |||||
Certain Financial Information | |||||
Revenue | 987 | 2,465 | 1,311 | 2,890 | |
Adjusted EBITDA | (782) | (344) | (1,472) | (3,003) | |
Adjusted EBITDA | (782) | (344) | (1,472) | (3,003) | |
Corporate entity and other business units | |||||
Certain Financial Information | |||||
Revenue | 1,312 | 400 | 1,419 | 1,184 | |
Adjusted EBITDA | (1,286) | (2,310) | (2,491) | (4,927) | |
Adjusted EBITDA | (1,286) | $ (2,310) | (2,491) | $ (4,927) | |
Continuing Operations | |||||
Other income (expense) | |||||
Assets | 23,076 | 23,076 | 14,827 | ||
Continuing Operations | Operating Segments | Technology & Data Intelligence | |||||
Other income (expense) | |||||
Assets | 8,468 | 8,468 | 7,450 | ||
Continuing Operations | Corporate entity and other business units | |||||
Other income (expense) | |||||
Assets | $ 14,608 | $ 14,608 | $ 7,377 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | May 15, 2019 | |
Line items constituting pretax profit or loss | |||||
Loss from discontinued operations | $ 0 | $ (1,487) | $ 0 | $ (2,610) | |
Discontinued Operations, Disposed of by Sale | VDC Transaction | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Aggregate purchase price | $ 30,000 | ||||
Line items constituting pretax profit or loss | |||||
Revenue | 9,178 | 27,432 | |||
Cost of revenue (excluding depreciation and amortization) | 1,240 | 4,016 | |||
Selling, general and administrative | 7,506 | 18,383 | |||
Technology and development | 1,082 | 3,280 | |||
Depreciation, amortization and impairments | 5,860 | 8,007 | |||
Other operating expense | 139 | 384 | |||
Other expense (income) and loss (gain), net | (4,948) | (3,814) | |||
Loss from discontinued operations before income taxes | (1,701) | (2,824) | |||
Benefit from income taxes | 214 | 214 | |||
Loss from discontinued operations | $ (1,487) | $ (2,610) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands, shares in Millions | Aug. 03, 2020USD ($)installment | Jul. 27, 2020USD ($)shares | Nov. 01, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Subsequent Event [Line Items] | |||||
Receivable from related parties | $ 531 | $ 0 | |||
Subsequent Event | Share-based Payment Arrangement, Employee [Member] | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Shares granted in period (in shares) | shares | 5.6 | ||||
Subsequent Event | Cash Injection Into VIE By Senior Management | Management | |||||
Subsequent Event [Line Items] | |||||
Decrease in accounts receivable from related parties | $ 500 | ||||
Hughes Center Lease Settlement | Forecast | |||||
Subsequent Event [Line Items] | |||||
Payments for legal settlements | $ 150 | ||||
Hughes Center Lease Settlement | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Payments for legal settlements | $ 450 | ||||
Number of payment installments | installment | 3 | ||||
Potential additional payment requirement | $ 200 | ||||
Potential total aggregate settlement payments | $ 800 |