Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | IDI | |
Entity Registrant Name | IDI, Inc. | |
Entity Central Index Key | 1,460,329 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,467,286 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
CURRENT ASSETS | |||
Cash and cash equivalents | [1] | $ 3,080 | $ 5,996 |
Accounts receivable, net | 551 | 295 | |
Prepaid expenses and other current assets | 902 | 190 | |
Deferred tax assets, current | 95 | ||
Assets held for sale | 592 | ||
Total current assets | 5,125 | 6,576 | |
NON-CURRENT ASSETS | |||
Property and equipment, net | 790 | 302 | |
Intangible assets, net | 2,217 | 796 | |
Goodwill | 5,227 | 5,226 | |
Other assets | 38 | 38 | |
Deferred tax assets, non-current | 275 | ||
Total non-current assets | 8,272 | 6,637 | |
Total assets | 13,397 | 13,213 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 1,330 | 890 | |
Amounts due to related parties | 48 | 52 | |
Deferred revenue | 147 | 164 | |
Liabilities held for sale | 1,198 | ||
Total current liabilities | 2,723 | 1,106 | |
Total liabilities | $ 2,723 | $ 1,106 | |
SHAREHOLDERS' EQUITY | |||
Preferred Shares-$0.0001 par value 10,000,000 shares authorized, 4,965,302 and 4,965,302 shares issued and outstanding on June 30, 2015 and December 31, 2014, respectively | |||
Common Shares-$0.0005 par value 200,000,000 shares authorized, 13,926,076 and 6,597,155 shares issued and outstanding on June 30, 2015 and December 31, 2014, respectively | $ 7 | $ 3 | |
Additional paid-in capital | 59,384 | 12,714 | |
Accumulated other comprehensive loss | (130) | ||
Accumulated deficit | (47,717) | (610) | |
Total IDI shareholders' equity | 11,544 | 12,107 | |
Non-controlling interests | (870) | ||
Total shareholders' equity | 10,674 | 12,107 | |
Total liabilities and shareholders' equity | $ 13,397 | $ 13,213 | |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 4,965,302 | 4,965,302 |
Preferred stock, shares outstanding | 4,965,302 | 4,965,302 |
Common stock, par value | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 13,926,076 | 6,597,155 |
Common stock, shares outstanding | 13,926,076 | 6,597,155 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total | |
Income Statement [Abstract] | |||
Revenue from data fusion operations | [1] | $ 994 | $ 2,252 |
Cost of revenues | [1] | (424) | (978) |
Gross profit | [1] | 570 | 1,274 |
Operating expenses | |||
Sales and marketing expenses | [1] | (472) | (1,005) |
General and administrative expenses | [1] | (3,814) | (5,548) |
Loss from operations | [1] | (3,716) | (5,279) |
Other income/(expense) | |||
Interest income | [1] | 0 | 0 |
Other expense, net | [1] | 0 | 0 |
Total other income | [1] | 0 | 0 |
Loss from continuing operations before income taxes | [1] | (3,716) | (5,279) |
Income taxes | [1] | (265) | (265) |
Net loss from continuing operations | [1] | (3,981) | (5,544) |
Discontinued operations | |||
Pretax loss from operations of discontinued operations | [1] | (1,171) | (1,262) |
Pretax loss on disposal of discontinued operations | [1] | (41,471) | (41,471) |
Income tax expenses | [1] | (127) | (127) |
Less: Non-controlling interests | [1] | (1,280) | (1,297) |
Net loss from discontinued operations | [1] | (41,489) | (41,563) |
Net loss | [1] | $ (45,470) | $ (47,107) |
Loss per share | |||
Basic and Diluted, Continuing operations | [1] | $ (0.29) | $ (0.52) |
Basic and Diluted, Discontinued operations | [1] | (2.99) | (3.88) |
Total Net Income, Basic and Diluted | [1] | $ (3.28) | $ (4.40) |
Weighted average number of shares outstanding - | |||
Basic and diluted | [1] | 13,896,948 | 10,710,334 |
Comprehensive loss: | |||
Net loss | [1] | $ (45,470) | $ (47,107) |
Foreign currency translation adjustment | [1] | (136) | (130) |
Net comprehensive loss | [1] | $ (45,606) | $ (47,237) |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - Jun. 30, 2015 - USD ($) $ in Thousands | Total | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | [1] | $ (47,107) |
Less: Loss from discontinued operations, net of tax | [1] | (41,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | [1] | 76 |
Share-based compensation | [1] | 1,971 |
Change in allowance for doubtful accounts | [1] | (84) |
Deferred income tax expenses | [1] | 265 |
Changes in assets and liabilities of continuing operations, net of the effects of acquisition: | ||
Accounts receivable | [1] | (172) |
Prepaid expenses and other current assets | [1] | (554) |
Accounts payable and accrued expenses | [1] | (95) |
Amounts due to related parties | [1] | (18) |
Deferred revenue | [1] | (17) |
Cash used in operating activities from continuing operations | [1] | (4,172) |
Cash used in operating activities from discontinued operations | [1] | (337) |
Net cash used in operating activities | [1] | (4,509) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | [1] | (536) |
Capitalized costs of intangible assets | [1] | (1,319) |
Proceeds from acquisition | [1] | 3,569 |
Cash provided by investing activities from continuing operations | [1] | 1,714 |
Cash used in investing activities from discontinued operations | [1] | (121) |
Net cash provided by investing activities | [1] | 1,593 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net cash provided by financing activities | [1] | 0 |
Net decrease in cash and cash equivalents | [1] | (2,916) |
Cash and cash equivalents at beginning of period | [1] | 5,996 |
Cash and cash equivalents at end of period | [1] | 3,080 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | [1] | 0 |
Cash paid for income taxes | [1] | 0 |
Share-based compensation expenses capitalized as intangible assets | [1] | $ 130 |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Principal Activities and Organi
Principal Activities and Organization | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principal Activities and Organization | NOTE 1 – PRINCIPAL ACTIVITIES AND ORGANIZATION (a) Principal activities IDI, Inc. (the “Company” or “IDI”), formerly known as Tiger Media, Inc., is a holding company and, through its consolidated subsidiaries (collectively the “Group”), is principally engaged in data analytics, serving as an information solutions provider to the risk management industry for purposes including due diligence, risk assessment, fraud detection and prevention, and authentication and verification. Further, IDI’s cross-functional core systems and processes are designed to deliver products and solutions to the marketing industry and to enable the public and private sectors to layer our solutions over their unique data sets, providing otherwise unattainable insight. The Group was also engaged in the provision of advertising services in the out-of-home advertising industry in China. On June 30, 2015, the Company’s Board of Directors approved the plan to discontinue its Advertising Business (defined below). (b) Organization Organization – Tiger Media, Inc. On October 30, 2009, Tiger Media, Inc. (“Tiger Media”), formerly known as SearchMedia Holdings Limited (“SearchMedia Holdings”), completed the acquisition of all the issued and outstanding shares and warrants of SearchMedia International Limited (“SearchMedia International”). On December 14, 2012, SearchMedia Holdings changed its name to Tiger Media, Inc., a Cayman Islands exempted company. Organization – TBO The Best One, Inc. (“TBO”) is a holding company incorporated on September 22, 2014 in the State of Florida, which was formed to be engaged in the acquisition of operating businesses and the acquisition and development of valuable and proprietary technology assets across various industries. On October 2, 2014, TBO acquired 100% of the membership interests of Interactive Data, LLC (“Interactive Data”), a Georgia limited liability company and Interactive Data became a wholly-owned subsidiary of TBO. TBO accounted for the acquisition as a forward merger with TBO as both the legal and accounting acquirer. It was concluded that Interactive Data was not the predecessor accounting entity. Interactive Data is a data solutions provider, historically delivering data products and services to the Accounts Receivable Management (“ARM”) industry for location and identity verification, legislative compliance and debt recovery. Organization – Acquisition of TBO On March 21, 2015 (the “Effective Date”), Tiger Media and TBO Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Tiger Media (“Merger Sub”), completed a merger (the “Merger”) with TBO, pursuant to the terms and conditions of the Merger Agreement and Plan of Reorganization, as amended (the “Merger Agreement”) dated as of December 14, 2014, by and among Tiger Media, Merger Sub, TBO, and Derek Dubner, solely in his capacity as representative of the TBO shareholders. Before the Merger, on March 19, 2015, Tiger Media effected a one-for-five reverse stock split (the “Reverse Split”). The principal effect of the Reverse Split was to decrease the number of outstanding shares of each of Tiger Media’s ordinary shares. Except for de minimus adjustments for the treatment of fractional shares, the Reverse Split did not have any dilutive effect on Tiger Media shareholders and the relative voting and other rights that accompany the shares were not affected by the Reverse Split. In addition, the proportion of shares owned by shareholders relative to the number of shares authorized for issuance remained the same because the authorized number of shares were decreased in proportion to the Reverse Split from 1,000,000,000 shares to 200,000,000 shares. The authorized number of preferred shares were not affected by the Reverse Split and remain at 10,000,000 preferred shares. Also before the Merger, on March 20, 2015, Tiger Media completed its domestication from the Cayman Islands to Delaware as a Delaware corporation (the “Domestication”). Following the Domestication and the Reverse Split, on March 21, 2015 (the “Effective Date”), TBO merged into Merger Sub, with Merger Sub continuing as the surviving company and a wholly-owned subsidiary of Tiger Media. On April 8, 2015, Merger Sub’s entity name was changed to IDI Holdings, LLC (“IDI Holdings”), which is a wholly owned subsidiary of the Company. On April 30, 2015, Tiger Media changed its name to IDI, Inc. For accounting purposes, the Company recognized the Merger in accordance with ASC 805-40, Reverse Acquisitions Organization – Disposal of Advertising Business As a result of the Merger, and although it was the Company’s intention to continue to operate and further develop its Advertising Business (as defined below) both in China and the United States as of the Effective Date, on June 30, 2015, in connection with the continuing shift in IDI’s focus towards the data fusion industry via its consolidated subsidiaries, the Company’s Board of Directors approved a plan under which the Company discontinued the operations of its Chinese and British Virgin Islands based subsidiaries (collectively, the “Advertising Business”). The purpose of the plan is to focus the Company’s resources on the data fusion industry, where the Company believes the opportunities for future growth are substantially greater. Additionally, due to the continuing negative cash flow from operations of the Advertising Business, the Company elected not to invest further in this business. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 2 – DISCONTINUED OPERATIONS As mentioned above, on June 30, 2015, the Company’s Board of Directors approved the plan to discontinue the Advertising Business. The Company recognized the transactions in accordance with ASC 205-20 Discontinued Operations The following financial information presents the results of operations of the Advertising Business for the three and six months ended June 30, 2015. Three months ended Six months ended Revenue from advertising business $ 162 $ 171 Pretax loss from operations of discontinued operations $ (1,171 ) $ (1,262 ) Pretax loss on disposal of discontinued operations (41,471 ) (41,471 ) Income tax expenses (127 ) (127 ) Less: Non-controlling interests (1,280 ) (1,297 ) Net loss from discontinued operations $ (41,489 ) $ (41,563 ) The Company recorded a loss on disposal of the Advertising Business of $41,471, the majority of which are non-cash charges, pursuant to the following: Write-off of goodwill $ 35,472 Write-off of intangible assets 4,080 Write-off of long-term deferred expenses 517 Lease agreement early termination expenses 1,211 Employee severance expenses 191 Loss on disposal of discontinued operations $ 41,471 As of June 30, 2015, the assets held for sale and liabilities held for sale in relation to the discontinued operations (reported at the lower of carrying value or fair value less costs to sell) were made up of the following items: Cash and cash equivalents $ 72 Accounts receivable, net 159 Prepaid expenses and other current assets 211 Property and equipment 150 Assets held for sale $ 592 Accounts payable $ 423 Accrued expenses and other payables 312 Acquisition consideration payable 463 Liabilities held for sale $ 1,198 The acquisition consideration payable of $463 was payable in stock to the former equity owners of Shanghai Botang Advertising Co., Ltd. (“Shanghai Botang”), one of the Company’s acquired advertising entities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of preparation and liquidity The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the Company’s results of operations, financial position and cash flows have been made. The results of operations and cash flows for the three and six months ended June 30, 2015, are not necessarily indicative of the results of operations and cash flows that may be reported for the remainder of 2015 or for future periods. The Company reported net losses of $3,981 and $5,544 from continuing operations, net loss of $41,489 and $41,563 from discontinued operations for the three and six months ended June 30, 2015, respectively, and net cash used in operating activities of $4,509 for the six months ended June 30, 2015. As at June 30, 2015, the Company had an accumulated deficit of $47,717. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. (b) Use of estimates The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles (“US GAAP”) requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include the allowance for doubtful receivables; useful lives and residual values of property and equipment and intangible assets; recoverability of the carrying amount of property and equipment, goodwill and intangible assets; fair values of financial instruments; and the assessment of contingent obligations. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. (c) Foreign currency transactions and translation The Group’s reporting currency is the United States dollar (“US$”). The functional currency of the Company and its subsidiaries in the United States (the “US”) is the US$, whereas the functional currency of the Company’s consolidated subsidiaries in the People’s Republic of China (the “PRC”) is the Renminbi (“RMB”) and the functional currency of the Company’s subsidiaries in the Hong Kong Special Administrative Region (“HKSAR”) is the Hong Kong Dollars (“HK$”), as the PRC and HKSAR are the primary economic environments in which the respective entities operate. Since the RMB is not a fully convertible currency, all foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign currency. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. Transactions denominated in currencies other than the functional currency are translated into the respective functional currency at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in a currency other than the functional currency are translated into the functional currency using the applicable exchange rate at each balance sheet date. The assets and liabilities of the Company’s consolidated subsidiaries are translated into the US$ reporting currency using the exchange rate at each balance sheet date. Revenue and expenses of these entities are translated into US$ at average rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses resulting from translation of these entities’ financial statements into the US$ reporting currency are recorded as a separate component of “accumulated other comprehensive loss” within shareholders’ equity. (d) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Group’s cash and bank deposits were held in major financial institutions located in the US, which management believes have high credit ratings. The cash and bank deposits held in the US, denominated in USD, amounted to $3,080 and $5,996 as of June 30, 2015 and December 31, 2014, respectively. Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments. The Company places its temporary cash instruments with well-known financial institutions within the United States, and, at times, may maintain balances in US banks in excess of the $250 thousand dollar US FDIC Insurance limit. The Company monitors the credit ratings of the financial institutions to mitigate this risk. (e) Accounts receivable Accounts receivable are due from customers and are generally unsecured, which consist of amounts billed but not yet collected. None of the Group’s accounts receivable bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. Management determines the allowance based on reviews of customer-specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure related to its customers. (f) Property and equipment Property and equipment are stated at cost, net of accumulated depreciation or amortization. Expenditures for maintenance, repairs, and minor renewals are charged to expense in the period incurred. Betterments and additions are capitalized. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets, taking into consideration the assets’ salvage or residual value. The estimated useful lives of property and equipment are as follows: Computer and network equipment 5-7 years Furniture, fixtures and office equipment 3-5 years When items of property and equipment are retired or otherwise disposed of, loss/income is charged or credited for the difference between the net book value and proceeds received thereon. (g) Intangible assets other than goodwill The Group’s intangible assets are amortized on a straight line basis over their respective estimated useful lives, which are the periods over which the assets are expected to contribute directly or indirectly to the future cash flows of the Group. The Group’s intangible assets represent purchased intellectual property and related litigation costs, and capitalized software development costs, with estimated useful lives of 3-10 years. In accordance with ASC 350-40 “Software — internal use software” (h) Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired when accounted for by the purchase method of accounting. As of June 30, 2015, the goodwill balance relates to the October 2, 2014 acquisition of Interactive Data by TBO. Goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. (i) Impairment of long-lived assets Finite-lived intangible assets are amortized over their respective useful lives and, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with FASB ASC 360-10-15, “ Impairment or Disposal of Long-Lived Assets Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the undiscounted future cash flows. In calculating the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, gross margin percentages and terminal growth rates. No impairment loss once recognized is subsequently reversed even if facts and circumstances indicate recovery. (j) Fair Value of Financial Instruments FASB ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include: • Level 1 – defined as observable inputs such as quoted prices in active markets; • Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of the Group’s financial assets and liabilities approximate their carrying amount because of the short-term maturity of these instruments. (k) Revenue recognition The Company generally recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or a service has been rendered, the price is fixed or determinable and collection is reasonably assured. Revenue from data fusion operations is generally recognized on (a) a transactional basis determined by the customers’ usage, (b) a monthly fee or (c) a combination of both. Revenues pursuant to contracts containing a monthly fee are generally recognized ratably over the contract period, which is generally 1 year. Revenues pursuant to transactions determined by the customers’ usage are recognized when the transaction is complete. Costs associated with separately priced customer service contracts are generally recognized as follows: (a) costs are expensed as incurred; and (b) losses are recognized on contracts where the expected future costs exceed expected future revenue. No such loss contracts exist as of June 30, 2015. Customer payments received in excess of the amount of revenue recognized are recorded as deferred revenue in the consolidated balance sheets, and are recognized as revenue when the services are rendered. (l) Cost of revenues Cost of revenues, related to data fusion operations, consist primarily of data acquisition and infrastructure costs. (m) Advertising and promotion costs Advertising and promotion costs are charged to operations as incurred. Advertising and promotion costs, included in sales and marketing expenses amounted to $52 and $88 for the three and six months ended June 30, 2015, respectively. (n) Share-based payments The Group accounts for share-based payments to employees in accordance with ASC Topic 718, “Compensation—Stock Compensation The Company accounts for share-based payments to non-employees in accordance with ASC 505-50, “ Equity-Based Payments to Non-Employees (o) Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in income in the period that the change in tax rates or laws is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. The Group applies ASC Topic 740 “ Income Taxes For the quarter ended June 30, 2015, management believes, due to recent losses, that it is now more likely than not that the Company will not realize the benefit of its net deferred tax assets and has therefore established a valuation allowance for deferred tax assets recognized in prior periods. The effective tax rate differs from the statutory rate primarily due to the valuation allowance that was recorded on the operating losses incurred during the period and the valuation allowance that was recorded on deferred tax assets recognized in prior periods. (p) Loss per share Basic loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the periods. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares and is calculated using the treasury stock method for stock options and unvested shares. Common equivalent shares are excluded from the calculation in the loss periods as their effects would be anti-dilutive. On March 19, 2015, the Company effected the Reverse Split. The principal effect of the Reverse Split was to decrease the number of outstanding shares of the Company’s common shares. All per share amounts and shares outstanding for all the periods presented have been retroactively restated to reflect the Reverse Split. (q) Contingencies In the ordinary course of business, the Company is subject to loss contingencies that cover a wide range of matters. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued the Company evaluates, among other factors, the degree of probability and the ability to make a reasonable estimate of the amount of loss. (r) Segment reporting The Group has one operating segment, the data fusion operations, as defined by ASC Topic 280, “ Segment Reporting (s) Significant concentrations and risks Concentration of Credit Risk Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents, and accounts receivable. As of June 30, 2015 and December 31, 2014, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the US, which management believes are of high credit quality. Accounts receivable are typically unsecured and are derived from revenue earned from customers. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. Concentration of Customers During the three and six months ended June 30, 2015, the Group recognized revenue from one major customer, accounting for 10% and 23% of the total revenue from data fusion operations, respectively. As of June 30, 2015, one customer accounted for 17% of the Group’s accounts receivable. Concentration of Suppliers Three data suppliers accounted for 26%, 21% and 12% of the total purchases during the three months ended June 30, 2015. During the six months ended June 30, 2015, the Group’s purchases from these data suppliers accounted for 34%, 19% and 11% of the total purchases. As of June 30, 2015, one supplier accounted for 35% of the Group’s accounts payable. (t) Recently issued accounting standards In May 2014, the FASB and the International Accounting Standards Board (IASB) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under previous guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligations. On July 9, 2015, FASB approved the proposal to defer the effective date of ASU 2014-09 by one year. Early adoption is permitted as of the original effective date of December 15, 2016, and the standard is effective for public entities for annual reporting periods beginning after December 15, 2017, and interim periods therein. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements and disclosures. In January 2015, the FASB issued Accounting Standards Update 2015-01 (“ASU 205-01”), “ Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect that this ASU will have a significant impact on the consolidated financial statements upon adoption. Except for the ASUs above, for the six months ended June 30, 2015, the FASB has issued ASUs No. 2015-01 through ASU 2015-10, which are not expected to have a material impact on the consolidated financial statements upon adoption. |
Segment
Segment | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment | NOTE 4 – SEGMENT We currently manage our operations in one reportable segment, data fusion operations. On June 30, 2015, the Company’s Board of Directors approved the plan to discontinue its Advertising Business. Information regarding our data fusion operations, Advertising Business and the unallocated corporate operations as well as geographic information are as follows: (in thousands) Three Months Ended Six Months Ended Revenue: Data fusion operations $ 994 $ 2,252 Corporate* — — Sub-total of continuing operations 994 2,252 Advertising Business* 162 171 Operating loss: Data fusion operations $ 2,093 $ 3,528 Corporate* 1,623 1,751 Sub-total of continuing operations 3,716 5,279 Advertising Business* 1,171 1,257 Loss on disposal of business: Data fusion operations $ — $ — Corporate* — — Sub-total of continuing operations — — Advertising Business* 41,471 41,471 Revenue: US $ 994 $ 2,252 China and others* 162 171 * Information of Corporate and Advertising Business, and revenue from China and others for the six months ended June 30, 2015 all represented related amounts for the period from March 22, 2015, after the consummation of the Merger. Information regarding assets for our operating segments and the unallocated corporate operations are as follows as at June 30, 2015: June 30, 2015 Assets: Data fusion operations $ 10,634 Advertising Business 592 Corporate 2,171 $ 13,397 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 5 – LOSS PER SHARE On June 30, 2015, the Company’s Board of Directors approved a plan under which the Company discontinued operation of the Advertising Business, related financial results of which were then reclassified into discontinued operations. The information related to basic and diluted loss per share is as follows: Three months ended Six months ended Numerator: Net loss from continuing operations $ (3,981 ) $ (5,544 ) Net loss from discontinued operations (41,489 ) (41,563 ) $ (45,470 ) $ (47,107 ) Denominator: Weighted average shares outstanding - Basic and diluted 13,896,948 10,710,334 Loss per share: Basic and diluted: Continuing operations $ (0.29 ) $ (0.52 ) Discontinued operations (2.99 ) (3.88 ) $ (3.28 ) $ (4.40 ) |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | NOTE 6 – ACQUISITION As specified in Note 1(b) – Organization, on March 21, 2015, the Effective Date, Tiger Media, Inc. and the Merger Sub, completed the Merger with TBO, pursuant to the terms and conditions of the Merger Agreement. For accounting purposes, the Company recognized the Merger in accordance with ASC 805-40, Reverse Acquisitions Under the acquisition method of accounting, the assets (including identifiable intangible assets) and liabilities of Tiger Media prior to the Merger as of the Effective Date were recorded at their respective fair values and added to those of IDI Holdings. Any excess of purchase price over the fair value of the net assets were recorded as goodwill. Financial statements of IDI issued after the Merger would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Tiger Media. Under the reverse acquisition, the accounting acquiree, the Company, issued equity shares to the owners of the accounting acquirer, IDI Holdings. The consideration transferred by IDI Holdings for its interest in the Company is based on the number of equity interests IDI Holdings would have had to issue to give the owners of the Company the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value of the number of equity interests calculated in that way can be used as the fair value of consideration transferred in exchange for the Company. Certain shareholders of IDI Holdings also have the right to receive additional shares subject to an earn-out (as mentioned in Note (11) below). There was no accounting impact as a result of the earn-out consideration. The following table summarizes the purchase price allocation and the fair value of the net assets acquired and liabilities assumed (marked to market), and the resulting amount of goodwill in the acquisition of Tiger Media (the accounting acquiree) at the Effective Date. (in thousands) Assets acquired: Cash and cash equivalents $ 3,569 Accounts receivable 1,808 Other current assets 326 Property and equipment 1,419 Intangible assets 4,280 Long-term deferred expenses 586 11,988 Liabilities assumed: Accounts payable (1,519 ) Accrued expenses and other payables (736 ) Acquisition consideration payable (464 ) Amounts due to related parties (124 ) Deferred revenue (80 ) (2,923 ) Non-controlling interests (425 ) Goodwill 35,472 Total consideration $ 44,112 Goodwill from the acquisition principally relates to the assembled workforce and the synergy effects. As the Advertising Business was recognized into discontinued operations, no pro forma financial information was disclosed for the three and six months ended June 30, 2015. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Accounts Receivable, Net | NOTE 7 – ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following: June 30, 2015 December 31, 2014 Accounts receivable $ 572 $ 400 Less allowance for doubtful accounts (21 ) (105 ) Total accounts receivable, net $ 551 $ 295 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 8 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: June 30, 2015 December 31, 2014 Prepaid insurance $ 270 $ — Prepaid professional fees 483 150 Rental deposits and other receivables 149 40 Total prepaid expenses and other current assets $ 902 $ 190 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 9 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: June 30, 2015 December 31, 2014 Computer and network equipment $ 434 $ 283 Furniture, fixtures and office equipment 416 31 Total cost of property and equipment 850 314 Less: accumulated depreciation and amortization (60 ) (12 ) Property and equipment, net $ 790 $ 302 Depreciation of property and equipment of $25 and $48 for the three and six months ended June 30, 2015, respectively, were allocated to operating expenses. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 10 – INTANGIBLE ASSETS, NET Intangible assets other than goodwill consist of the following: Weighted average June 30, 2015 December 31, 2014 Gross amount Purchased IP and capitalized litigation costs 10 years $ 1,163 $ 461 Software developed for internal use 3-10 years 1,088 341 2,251 802 Accumulated amortization Purchased IP and capitalized litigation costs (13 ) — Software developed for internal use (21 ) (6 ) (34 ) (6 ) Net intangible assets Purchased IP and capitalized litigation costs 1,150 461 Software developed for internal use 1,067 335 $ 2,217 $ 796 The amounts associated with intangible assets were mainly related to the intellectual property purchased by TBO from Ole Poulsen (“Purchased IP”) pursuant to the Intellectual Property Purchase Agreement dated October 14, 2014 (“IP Agreement”) and related legal and other costs incurred in defending the Company’s claims to the Purchased IP, and capitalized costs of internally developed software. Amortization expenses of $16 and $28 were included in operating expenses for the three and six months ended June 30, 2015, respectively. |
Common Shares and Warrants
Common Shares and Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Common Shares and Warrants | NOTE 11 – COMMON SHARES AND WARRANTS Upon completion of the Merger on March 21, 2015, TBO stockholders were entitled to receive the following (all reflect the 1-for-5 Reverse Split): (a) 4,016,846 shares of TBO common stock, no par value per share (“TBO Common Stock”) converted into 4,016,846 shares of the Company’s common stock, par value $0.0005 per share (“Company Common Stock”); (b) 8,000 shares of TBO Series A Convertible Preferred Stock, par value $0.001 per share (“TBO Series A Preferred Stock”) converted into 4,200,511 shares of Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Company Preferred Stock”) at closing and 1,800,220 shares of Company Preferred Stock subject to an earn out; (c) 1,019,600 shares of TBO Series B Convertible Preferred Stock, par value $0.001 per share (“TBO Series B Preferred Stock”) converted into 764,791 shares of Company Preferred Stock; (d) 640,000 shares of TBO Series C Convertible Preferred Stock, par value $0.001 per share (“TBO Series C Preferred Stock”) converted into 480,057 shares of Company Common Stock; and (e) 4,000 shares of TBO Series D Convertible Preferred Stock, par value $0.001 per share (“TBO Series D Preferred Stock”) converted into 2,100,252 shares of Company Common Stock at closing and 900,108 shares of Company Common Stock subject to an earn out. Marlin Capital Investments, LLC (“Marlin Capital”), a company which Michael Brauser, our Executive Chairman, owns 50% and is one of two managers, held RSUs representing the right to receive 2,000,000 shares of TBO Common Stock. The Company assumed these RSUs upon closing and the RSUs represent the right to receive 2,000,000 shares of Company Common Stock. The RSUs vest annually beginning from October 13, 2015 only if certain performance goals of the Company are met. The shares underlying such RSUs will not be delivered until October 13, 2018, unless there is a change of control of the Company. In addition, 960,000 RSUs held by TBO employees were assumed by the Company and represent the right to receive 960,000 shares of Company Common Stock, subject to vesting and delivery. 28,000 outstanding TBO warrants were assumed upon the Merger and are exercisable for 28,000 shares of Company Common Stock. See discussion of cashless warrant exercise below. As stated in Note 1(b), for accounting purposes, the Company has been recognized as the accounting acquiree in the Merger described above, with IDI Holdings being the accounting acquirer. Therefore, the equity structure prior to March 21, 2015 was restated to reflect the number of common shares and preferred shares of the Company issued to TBO shareholders to effect the transaction using the exchange ratio prescribed by the Merger Agreement. Common shares As of June 30, 2015 and December 31, 2014, the number of issued and outstanding common shares was 13,926,076 and 6,597,155, respectively. The change of number of common shares during the three months ended June 30, 2015 was as a result of issuance of the following common shares: • In April 2015, an aggregate of 17,500 shares were issued to former directors and an employee as a result of the vesting of RSUs. • In June 2015, 20,122 shares were issued to an investor as a result of a cashless exercise of the 28,000 warrants, as mentioned below. Warrants On June 19, 2015, 28,000 warrants were exercised and 20,122 common shares were issued as a result of a cashless exercise. As of June 30, 2015, there were no outstanding warrants. Preferred shares As of June 30, 2015, as part of the Merger, the Company issued a total of 4,965,302 shares of Company Preferred Shares to TBO shareholders. An additional 1,800,220 shares of Company Preferred Stock may be issued subject to an earn out. Terms of the Company Preferred Shares are as follows: Conversion. Dividends. Voting Rights. Dissolution, Liquidation or Winding Up. pro rata No Preemptive or Redemption Rights. |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation | NOTE 12 – SHARE-BASED COMPENSATION As of June 30, 2015, the Company maintains two share-based incentive plans. On January 1, 2008, the 2008 Share Incentive Plan (the “2008 Plan”) was approved by the board of directors and shareholders of SearchMedia International with respect to the granting of up to 359,299 share options and restricted share units. The number of authorized shares to be awarded under the 2008 Plan was increased to 600,000 following board approval in August 2010 and subsequent shareholder approval in September 2011, to 900,000 shares in December 2012 and 1.2 million shares in December 2013. On April 27, 2015, the Board approved the IDI, Inc. 2015 Stock Incentive Plan (the “2015 Plan”), which was subsequently approved during the annual shareholder meeting on June 2, 2015, covering the issuance of 2,500,000 shares of Common Stock in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units. The primary purpose of the Plan is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in IDI and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company. As of June 30, 2015, there were 10,568 and 1,052,500 shares of common stock reserved for issuance under the 2008 Plan and the 2015 Plan, respectively. In addition, as mentioned in Note (11) above, outside of the 2008 Plan and 2015 Plan, Marlin Capital held RSUs representing the right to receive 2,000,000 shares of TBO Common Stock, which was assumed by the Company upon closing and the RSUs represent the right to receive 2,000,000 shares of Company Common Stock. The RSUs vest annually beginning from October 13, 2015 only if certain performance goals of the Company are met. The shares underlying such RSUs will not be delivered until October 13, 2018, unless there is a change of control of the Company. 960,000 RSUs held by TBO employees, including the Company’s Co-Chief Executive Officer (“Co-CEO”) and President, were also assumed by the Company and represent the right to receive 960,000 shares of Company Common Stock, subject to vesting and delivery. Share options Pursuant to the 2015 Plan, on June 23, 2015, a total of 25,000 share options were granted to an employee with a vesting period of 4 years. Compensation expense recognized from employee stock options for the three and six months ended June 30, 2015 was $17 and $20, respectively, which was recognized in general and administrative expenses and discontinued operations in the condensed consolidated statements of operations. As of June 30, 2015, unrecognized share-based compensation cost in respect of granted share options amounted to $77. We estimate the fair value of each stock option on the date of grant using a Black-Scholes option-pricing formula, applying the following assumptions, and amortize the fair value to expense over the option’s vesting period using the straight-line attribution approach for employees and non-employee directors: Three Months Ended Expected term (in years) 4 Risk-free interest rate 1.57 % Expected volatility 20.97 % Expected dividend yield 0.00 % Restricted share units Details of restricted share unit activity during the six months ended June 30, 2015 were as follows: • On January 28, 2015, a total of 355,800 shares of RSUs were granted to certain employees and directors with the vesting date on the earlier of July 28, 2015 or an involuntary separation. • On March 24, 2015, a total of 136,000 shares of RSUs were granted to two directors with the vesting date on the earlier of September 24, 2015 or an involuntary separation. • On April 29, 2015, a total of 1,357,500 shares of RSUs were granted to certain individuals and group, which had a vesting period of 3-4 years. • On June 16, 2015, a total of 65,000 shares of RSUs were granted to certain new members of the Board of Directors with a vesting period ranging from 1 to 3 years. The Group recognized compensation cost (included in general and administrative expenses and discontinued operations in the condensed consolidated statements of operations, and intangible assets in the condensed consolidated balance sheets) for these restricted share units of $2,443 and $2,543 for the three and six months ended June 30, 2015, respectively. The fair value of the restricted share units was estimated using the market value of the common shares on the date of grant, which was equivalent to the closing price of one share of our common stock on the grant date. As of June 30, 2015, unrecognized share-based compensation cost in respect of granted restricted share units amounted to $14,961 that are expected to be recognized over a weighted average period of 1.59 years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 – RELATED PARTY TRANSACTIONS (a) Related party transactions For the three and six months ended June 30, 2015, material related party transactions were as follows: Interest in the Merger — Frost Gamma Investments Trust Before the Merger, but after giving effect to the Reverse Split, Frost Gamma Investments Trust (“Frost Gamma”), an affiliate of Phillip Frost, M.D., owned 2,144,275 shares of IDI, representing 29.4% of the IDI’s outstanding ordinary shares. In addition, at the Effective Time, after giving effect to a TBO recapitalization, Frost Gamma owned 80,000 shares of TBO Common Stock, 640,000 shares of TBO Series C Preferred Stock, and 4,000 shares of TBO Series D Preferred Stock, which resulted in IDI issuing to Frost Gamma 2,660,309 shares of Company Common Stock at closing, and an additional 900,108 shares of Company Common Stock subject to an earn out. As a result, following the Merger, Frost Gamma owned 34.6% of Company Common Stock at closing and 38.6% of Company Common Stock assuming the Common Earn Out Shares are earned. In connection with approving the Merger and the related transactions, the Board of IDI and its Audit Committee reviewed and considered Frost Gamma’s interest in such transactions. Employment Agreement — Derek Dubner On October 2, 2014, TBO entered into an employment agreement with Derek Dubner (as amended, the “Dubner Employment Agreement”), which was assumed by IDI in the Merger. Mr. Dubner earns an annual base salary of $200. Dubner’s Employment Agreement continues through September 30, 2016, unless terminated sooner. If Mr. Dubner’s employment is terminated by IDI without cause as defined in the Dubner Employment Agreement or by Mr. Dubner for good reason, Mr. Dubner is entitled to a severance in the amount equal to his base salary for the remainder of the term. The definition of “good reason” includes a material diminution in his overall responsibilities, a reduction in his compensation without his prior written consent, a request by IDI encouraging Mr. Dubner to participate in an unlawful act, and IDI’s breach of a material term of the Dubner Employment Agreement. Under the Dubner Employment Agreement, Mr. Dubner received a bonus of $100 as a result of the Merger, and received an additional bonus of $150 as a result of raising $10.0 million in a financing following the Merger. Additionally, Mr. Dubner received 400,000 RSUs, vesting quarterly during the term of the agreement, and immediately upon a Company Sale, as that term is defined in the Dubner Employment Agreement, of IDI. Mr. Dubner’s RSUs represent Mr. Dubner’s right to receive 400,000 shares of IDI Common Stock. IDI may terminate the Dubner Employment Agreement if there is an adverse ruling against Mr. Dubner pursuant to an action brought on by TransUnion alleging Mr. Dubner’s employment with IDI is a breach of Mr. Dubner’s confidentiality or fiduciary obligations to TransUnion or TLO, provided that IDI pay Mr. Dubner his base salary for the remainder of his term. IDI also agreed to indemnify Mr. Dubner against expenses incurred in connection with such an action. Employment Agreement — James Reilly On October 2, 2014, TBO entered into an employment agreement with James Reilly (as amended, the “Reilly Employment Agreement”), which was assumed by IDI in the Merger. Mr. Reilly earns an annual base salary of $200. Reilly’s Employment Agreement continues through September 30, 2016, unless terminated sooner. If Mr. Reilly’s employment is terminated by IDI without cause as defined in the Reilly Employment Agreement or by Mr. Reilly for good reason, Mr. Reilly is entitled to a severance in the amount equal to his base salary for the remainder of the term. The definition of “good reason” includes a material diminution in his overall responsibilities, a reduction in his compensation without his prior written consent, a request by IDI encouraging Mr. Reilly to participate in an unlawful act, and IDI’s breach of a material term of the Reilly Employment Agreement. Under the Reilly Employment Agreement, Mr. Reilly received a bonus of $100 as a result of the Merger. Additionally, Mr. Reilly received 200,000 RSUs, vesting quarterly during the term of the agreement, and immediately upon a Company Sale, as that term is defined in the Reilly Employment Agreement, of IDI. Mr. Reilly’s RSUs represent Mr. Reilly’s right to receive 200,000 shares of IDI Common Stock. IDI may terminate the Reilly Employment Agreement if there is an adverse ruling against Mr. Reilly pursuant to an action brought on by TransUnion alleging Mr. Reilly’s employment with IDI is a breach of Mr. Reilly’s confidentiality or fiduciary obligations to TransUnion or TLO, provided that IDI pay Mr. Reilly his base salary for the remainder of his term. IDI also agreed to indemnify Mr. Reilly against expenses incurred in connection with such an action. Business Consulting Agreement — Marlin Capital Investments, LLC On October 13, 2014, TBO entered into a business consulting services agreement with Marlin Capital Investments, LLC (“Marlin Capital”) for a term of four (4) years (the “Marlin Consulting Agreement”). Michael Brauser, the Company’s Executive Chairman, is a 50% owner and one of two managers of Marlin Capital. Under the Marlin Consulting Agreement, Marlin Capital serves in the capacity of a strategic advisor to TBO and provides services such as recommendations on organizational structure, capital structure, future financing needs, and business strategy. The Marlin Consulting Agreement provides for equity compensation issued to Marlin in the amount of 2,000,000 RSUs of TBO. IDI assumed these RSUs in the Merger and the RSUs represent the right to receive 2,000,000 shares of IDI common stock. The RSUs vest on four equal annual installments beginning October 13, 2015 only if certain performance goals of IDI are met. The shares underlying such RSUs will not be delivered until October 13, 2018, unless there is a change of control of IDI. (b) Amounts due to related parties Note June 30, 2015 December 31, 2014 Payables for income taxes (i ) $ 48 $ 52 $ 48 $ 52 Notes: (i) Represents payable to two shareholders for income tax prepaid. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 – COMMITMENTS AND CONTINGENCIES (a) Operating lease commitments As of June 30, 2015, future minimum rental payments under non-cancellable operating leases having initial or remaining lease terms of more than one year are as follows: Year 2015 $ 187 2016 270 2017 278 2018 229 2019 207 2020 and thereafter 621 $ 1,792 (b) Capital commitment As of June 30, 2015, material capital commitment under non-cancellable data licensing was $371. (c) Contingency Except as disclosed in Part II, Item 1, Legal Proceedings, the Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on the business, financial condition or results of operations, therefore, no provision was made for operational claims in operations as of June 30, 2015 and December 31, 2014. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS The Company has evaluated all events and transactions after June 30, 2015 through the date these financial statements were issued. The following material matters have occurred through August 14, 2015. Issuance of shares On June 16, 2015, the Company’s Board of Directors approved the issuance of shares to certain third-party vendors for certain investor relation and consulting services. On July 1, 2015, a total of 32,000 shares of Company Common Stock was issued to two consulting firms. Financing On July 10, 2015, the Company filed a Form S-3 with Securities and Exchange Commission (“SEC”), pursuant to which, the Company intends to offer and sell from time to time the common stock and debt securities as described in the prospectus (the “Prospectus”). The total offering price of the securities described in the Prospectus will not exceed a total of $160.0 million. The Form S-3 has been declared effective by SEC on July 21, 2015. After the approval by the Company’s Board of Directors on July 23, 2015, the Company entered into an agreement with an institutional investor to purchase $10.0 million of the Company’s common stock in a registered direct offering and a concurrent private placement of warrants to purchase common stock on July 24, 2015. Pursuant to the definitive purchase agreement with the investor, the Company sold 1,280,410 shares of its common stock at a per share price of $7.81 in a registered direct offering. Additionally, in a concurrent private placement, the Company issued to the investor warrants to purchase 0.5 share of common stock for each share of common stock purchased in the registered direct offering at an exercise price of $10.00 per share, for a total of 640,205 shares of common stock. The warrants will be exercisable six months from the date of issuance and will expire 36 months from the date of issuance. The net proceeds to the Company from the offering, after deducting placement agent fees and estimated offering expenses, were approximately $9.365 million, which was received on July 28, 2015. The registered direct offering and the concurrent private placement closed on July 28, 2015. Additionally, the Company’s Co-CEO Derek Dubner earned a $150 bonus as a result of this transaction. Certain litigation On or about July 22, 2015, IDI, Inc., Peter W.H. Tan, Derek Dubner, and Jacky Wang were named as defendants in a class action complaint alleging violations of the U.S. federal securities laws, captioned Garrett Heim v. IDI, Inc., et al., Case No. 9:15-CV-81019-BB, in the United States District Court for the Southern District of Florida. In the estimation of our management, this lawsuit does not represent a material risk to our financial condition at this time; however, due to the early stage of litigation and limited information available at this time, our management can offer no assurances as to the outcome of such litigation, including the possibility that any outcome could be more adverse to the company than currently anticipated. In addition, it is possible similar lawsuits may be filed in the future, about which we can also not offer any assurance. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of preparation and liquidity | (a) Basis of preparation and liquidity The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the Company’s results of operations, financial position and cash flows have been made. The results of operations and cash flows for the three and six months ended June 30, 2015, are not necessarily indicative of the results of operations and cash flows that may be reported for the remainder of 2015 or for future periods. The Company reported net losses of $3,981 and $5,544 from continuing operations, net loss of $41,489 and $41,563 from discontinued operations for the three and six months ended June 30, 2015, respectively, and net cash used in operating activities of $4,509 for the six months ended June 30, 2015. As at June 30, 2015, the Company had an accumulated deficit of $47,717. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. |
Use of estimates | (b) Use of estimates The preparation of consolidated financial statements in accordance with United States generally accepted accounting principles (“US GAAP”) requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include the allowance for doubtful receivables; useful lives and residual values of property and equipment and intangible assets; recoverability of the carrying amount of property and equipment, goodwill and intangible assets; fair values of financial instruments; and the assessment of contingent obligations. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Foreign currency transactions and translation | (c) Foreign currency transactions and translation The Group’s reporting currency is the United States dollar (“US$”). The functional currency of the Company and its subsidiaries in the United States (the “US”) is the US$, whereas the functional currency of the Company’s consolidated subsidiaries in the People’s Republic of China (the “PRC”) is the Renminbi (“RMB”) and the functional currency of the Company’s subsidiaries in the Hong Kong Special Administrative Region (“HKSAR”) is the Hong Kong Dollars (“HK$”), as the PRC and HKSAR are the primary economic environments in which the respective entities operate. Since the RMB is not a fully convertible currency, all foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign currency. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC. Transactions denominated in currencies other than the functional currency are translated into the respective functional currency at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in a currency other than the functional currency are translated into the functional currency using the applicable exchange rate at each balance sheet date. The assets and liabilities of the Company’s consolidated subsidiaries are translated into the US$ reporting currency using the exchange rate at each balance sheet date. Revenue and expenses of these entities are translated into US$ at average rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses resulting from translation of these entities’ financial statements into the US$ reporting currency are recorded as a separate component of “accumulated other comprehensive loss” within shareholders’ equity. |
Cash and cash equivalents | (d) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Group’s cash and bank deposits were held in major financial institutions located in the US, which management believes have high credit ratings. The cash and bank deposits held in the US, denominated in USD, amounted to $3,080 and $5,996 as of June 30, 2015 and December 31, 2014, respectively. Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments. The Company places its temporary cash instruments with well-known financial institutions within the United States, and, at times, may maintain balances in US banks in excess of the $250 thousand dollar US FDIC Insurance limit. The Company monitors the credit ratings of the financial institutions to mitigate this risk. |
Accounts receivable | (e) Accounts receivable Accounts receivable are due from customers and are generally unsecured, which consist of amounts billed but not yet collected. None of the Group’s accounts receivable bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. Management determines the allowance based on reviews of customer-specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure related to its customers. |
Property and equipment | (f) Property and equipment Property and equipment are stated at cost, net of accumulated depreciation or amortization. Expenditures for maintenance, repairs, and minor renewals are charged to expense in the period incurred. Betterments and additions are capitalized. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets, taking into consideration the assets’ salvage or residual value. The estimated useful lives of property and equipment are as follows: Computer and network equipment 5-7 years Furniture, fixtures and office equipment 3-5 years When items of property and equipment are retired or otherwise disposed of, loss/income is charged or credited for the difference between the net book value and proceeds received thereon. |
Intangible assets other than goodwill | (g) Intangible assets other than goodwill The Group’s intangible assets are amortized on a straight line basis over their respective estimated useful lives, which are the periods over which the assets are expected to contribute directly or indirectly to the future cash flows of the Group. The Group’s intangible assets represent purchased intellectual property and related litigation costs, and capitalized software development costs, with estimated useful lives of 3-10 years. In accordance with ASC 350-40 “Software — internal use software” |
Goodwill | (h) Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired when accounted for by the purchase method of accounting. As of June 30, 2015, the goodwill balance relates to the October 2, 2014 acquisition of Interactive Data by TBO. Goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. |
Impairment of long-lived assets | (i) Impairment of long-lived assets Finite-lived intangible assets are amortized over their respective useful lives and, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with FASB ASC 360-10-15, “ Impairment or Disposal of Long-Lived Assets Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying value of assets can be supported by the undiscounted future cash flows. In calculating the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, gross margin percentages and terminal growth rates. No impairment loss once recognized is subsequently reversed even if facts and circumstances indicate recovery. |
Fair Value of Financial Instruments | (j) Fair Value of Financial Instruments FASB ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include: • Level 1 – defined as observable inputs such as quoted prices in active markets; • Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of the Group’s financial assets and liabilities approximate their carrying amount because of the short-term maturity of these instruments. |
Revenue recognition | (k) Revenue recognition The Company generally recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or a service has been rendered, the price is fixed or determinable and collection is reasonably assured. Revenue from data fusion operations is generally recognized on (a) a transactional basis determined by the customers’ usage, (b) a monthly fee or (c) a combination of both. Revenues pursuant to contracts containing a monthly fee are generally recognized ratably over the contract period, which is generally 1 year. Revenues pursuant to transactions determined by the customers’ usage are recognized when the transaction is complete. Costs associated with separately priced customer service contracts are generally recognized as follows: (a) costs are expensed as incurred; and (b) losses are recognized on contracts where the expected future costs exceed expected future revenue. No such loss contracts exist as of June 30, 2015. Customer payments received in excess of the amount of revenue recognized are recorded as deferred revenue in the consolidated balance sheets, and are recognized as revenue when the services are rendered. |
Cost of revenues | (l) Cost of revenues Cost of revenues, related to data fusion operations, consist primarily of data acquisition and infrastructure costs. |
Advertising and promotion costs | (m) Advertising and promotion costs Advertising and promotion costs are charged to operations as incurred. Advertising and promotion costs, included in sales and marketing expenses amounted to $52 and $88 for the three and six months ended June 30, 2015, respectively. |
Share-based payments | (n) Share-based payments The Group accounts for share-based payments to employees in accordance with ASC Topic 718, “Compensation—Stock Compensation The Company accounts for share-based payments to non-employees in accordance with ASC 505-50, “ Equity-Based Payments to Non-Employees |
Income taxes | (o) Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in income in the period that the change in tax rates or laws is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. The Group applies ASC Topic 740 “ Income Taxes For the quarter ended June 30, 2015, management believes, due to recent losses, that it is now more likely than not that the Company will not realize the benefit of its net deferred tax assets and has therefore established a valuation allowance for deferred tax assets recognized in prior periods. The effective tax rate differs from the statutory rate primarily due to the valuation allowance that was recorded on the operating losses incurred during the period and the valuation allowance that was recorded on deferred tax assets recognized in prior periods. |
Loss per share | (p) Loss per share Basic loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the periods. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares and is calculated using the treasury stock method for stock options and unvested shares. Common equivalent shares are excluded from the calculation in the loss periods as their effects would be anti-dilutive. On March 19, 2015, the Company effected the Reverse Split. The principal effect of the Reverse Split was to decrease the number of outstanding shares of the Company’s common shares. All per share amounts and shares outstanding for all the periods presented have been retroactively restated to reflect the Reverse Split. |
Contingencies | (q) Contingencies In the ordinary course of business, the Company is subject to loss contingencies that cover a wide range of matters. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued the Company evaluates, among other factors, the degree of probability and the ability to make a reasonable estimate of the amount of loss. |
Segment reporting | (r) Segment reporting The Group has one operating segment, the data fusion operations, as defined by ASC Topic 280, “ Segment Reporting |
Significant concentrations and risks | (s) Significant concentrations and risks Concentration of Credit Risk Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents, and accounts receivable. As of June 30, 2015 and December 31, 2014, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the US, which management believes are of high credit quality. Accounts receivable are typically unsecured and are derived from revenue earned from customers. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. Concentration of Customers During the three and six months ended June 30, 2015, the Group recognized revenue from one major customer, accounting for 10% and 23% of the total revenue from data fusion operations, respectively. As of June 30, 2015, one customer accounted for 17% of the Group’s accounts receivable. Concentration of Suppliers Three data suppliers accounted for 26%, 21% and 12% of the total purchases during the three months ended June 30, 2015. During the six months ended June 30, 2015, the Group’s purchases from these data suppliers accounted for 34%, 19% and 11% of the total purchases. As of June 30, 2015, one supplier accounted for 35% of the Group’s accounts payable. |
Recently issued accounting standards | (t) Recently issued accounting standards In May 2014, the FASB and the International Accounting Standards Board (IASB) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under previous guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligations. On July 9, 2015, FASB approved the proposal to defer the effective date of ASU 2014-09 by one year. Early adoption is permitted as of the original effective date of December 15, 2016, and the standard is effective for public entities for annual reporting periods beginning after December 15, 2017, and interim periods therein. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements and disclosures. In January 2015, the FASB issued Accounting Standards Update 2015-01 (“ASU 205-01”), “ Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect that this ASU will have a significant impact on the consolidated financial statements upon adoption. Except for the ASUs above, for the six months ended June 30, 2015, the FASB has issued ASUs No. 2015-01 through ASU 2015-10, which are not expected to have a material impact on the consolidated financial statements upon adoption. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal of Discontinued Activity | The following financial information presents the results of operations of the Advertising Business for the three and six months ended June 30, 2015. Three months ended Six months ended Revenue from advertising business $ 162 $ 171 Pretax loss from operations of discontinued operations $ (1,171 ) $ (1,262 ) Pretax loss on disposal of discontinued operations (41,471 ) (41,471 ) Income tax expenses (127 ) (127 ) Less: Non-controlling interests (1,280 ) (1,297 ) Net loss from discontinued operations $ (41,489 ) $ (41,563 ) |
Schedule of Loss on Disposal Activity | The Company recorded a loss on disposal of the Advertising Business of $41,471, the majority of which are non-cash charges, pursuant to the following: Write-off of goodwill $ 35,472 Write-off of intangible assets 4,080 Write-off of long-term deferred expenses 517 Lease agreement early termination expenses 1,211 Employee severance expenses 191 Loss on disposal of discontinued operations $ 41,471 |
Assets and Liabilities Held for Sale Related to Discontinued Operations | As of June 30, 2015, the assets held for sale and liabilities held for sale in relation to the discontinued operations (reported at the lower of carrying value or fair value less costs to sell) were made up of the following items: Cash and cash equivalents $ 72 Accounts receivable, net 159 Prepaid expenses and other current assets 211 Property and equipment 150 Assets held for sale $ 592 Accounts payable $ 423 Accrued expenses and other payables 312 Acquisition consideration payable 463 Liabilities held for sale $ 1,198 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Computer and network equipment 5-7 years Furniture, fixtures and office equipment 3-5 years |
Segment (Tables)
Segment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Information Regarding Data Fusion Operations, Advertising Business and Assets for Operating Segments and Unallocated Corporate Operations as well as Geographic Information | Information regarding our data fusion operations, Advertising Business and the unallocated corporate operations as well as geographic information are as follows: (in thousands) Three Months Ended Six Months Ended Revenue: Data fusion operations $ 994 $ 2,252 Corporate* — — Sub-total of continuing operations 994 2,252 Advertising Business* 162 171 Operating loss: Data fusion operations $ 2,093 $ 3,528 Corporate* 1,623 1,751 Sub-total of continuing operations 3,716 5,279 Advertising Business* 1,171 1,257 Loss on disposal of business: Data fusion operations $ — $ — Corporate* — — Sub-total of continuing operations — — Advertising Business* 41,471 41,471 Revenue: US $ 994 $ 2,252 China and others* 162 171 * Information of Corporate and Advertising Business, and revenue from China and others for the six months ended June 30, 2015 all represented related amounts for the period from March 22, 2015, after the consummation of the Merger. Information regarding assets for our operating segments and the unallocated corporate operations are as follows as at June 30, 2015: June 30, 2015 Assets: Data fusion operations $ 10,634 Advertising Business 592 Corporate 2,171 $ 13,397 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The information related to basic and diluted loss per share is as follows: Three months ended Six months ended Numerator: Net loss from continuing operations $ (3,981 ) $ (5,544 ) Net loss from discontinued operations (41,489 ) (41,563 ) $ (45,470 ) $ (47,107 ) Denominator: Weighted average shares outstanding - Basic and diluted 13,896,948 10,710,334 Loss per share: Basic and diluted: Continuing operations $ (0.29 ) $ (0.52 ) Discontinued operations (2.99 ) (3.88 ) $ (3.28 ) $ (4.40 ) |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The following table summarizes the purchase price allocation and the fair value of the net assets acquired and liabilities assumed (marked to market), and the resulting amount of goodwill in the acquisition of Tiger Media (the accounting acquiree) at the Effective Date. (in thousands) Assets acquired: Cash and cash equivalents $ 3,569 Accounts receivable 1,808 Other current assets 326 Property and equipment 1,419 Intangible assets 4,280 Long-term deferred expenses 586 11,988 Liabilities assumed: Accounts payable (1,519 ) Accrued expenses and other payables (736 ) Acquisition consideration payable (464 ) Amounts due to related parties (124 ) Deferred revenue (80 ) (2,923 ) Non-controlling interests (425 ) Goodwill 35,472 Total consideration $ 44,112 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts receivable consist of the following: June 30, 2015 December 31, 2014 Accounts receivable $ 572 $ 400 Less allowance for doubtful accounts (21 ) (105 ) Total accounts receivable, net $ 551 $ 295 |
Prepaid Expenses and Other Cu28
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: June 30, 2015 December 31, 2014 Prepaid insurance $ 270 $ — Prepaid professional fees 483 150 Rental deposits and other receivables 149 40 Total prepaid expenses and other current assets $ 902 $ 190 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consist of the following: June 30, 2015 December 31, 2014 Computer and network equipment $ 434 $ 283 Furniture, fixtures and office equipment 416 31 Total cost of property and equipment 850 314 Less: accumulated depreciation and amortization (60 ) (12 ) Property and equipment, net $ 790 $ 302 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consist of the following: Weighted average June 30, 2015 December 31, 2014 Gross amount Purchased IP and capitalized litigation costs 10 years $ 1,163 $ 461 Software developed for internal use 3-10 years 1,088 341 2,251 802 Accumulated amortization Purchased IP and capitalized litigation costs (13 ) — Software developed for internal use (21 ) (6 ) (34 ) (6 ) Net intangible assets Purchased IP and capitalized litigation costs 1,150 461 Software developed for internal use 1,067 335 $ 2,217 $ 796 |
Share-based compensation (Table
Share-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Estimated Grant Date Fair Value of Share Options, Using Black-Scholes Option-Pricing Formula | We estimate the fair value of each stock option on the date of grant using a Black-Scholes option-pricing formula, applying the following assumptions, and amortize the fair value to expense over the option’s vesting period using the straight-line attribution approach for employees and non-employee directors: Three Months Ended Expected term (in years) 4 Risk-free interest rate 1.57 % Expected volatility 20.97 % Expected dividend yield 0.00 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Due to Related Parties | (b) Amounts due to related parties Note June 30, 2015 December 31, 2014 Payables for income taxes (i ) $ 48 $ 52 $ 48 $ 52 Notes: (i) Represents payable to two shareholders for income tax prepaid. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments under Non-cancellable Operating Leases | As of June 30, 2015, future minimum rental payments under non-cancellable operating leases having initial or remaining lease terms of more than one year are as follows: Year 2015 $ 187 2016 270 2017 278 2018 229 2019 207 2020 and thereafter 621 $ 1,792 |
Principal Activities and Orga34
Principal Activities and Organization - Additional Information (Detail) | Mar. 19, 2015shares | Jun. 30, 2015shares | Dec. 31, 2014shares | Oct. 02, 2014 |
Organization And Principal Business [Line Items] | ||||
Reverse stock split ratio | 0.2 | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Reverse Stock Split [Member] | ||||
Organization And Principal Business [Line Items] | ||||
Common stock, shares increase decrease | 1,000,000,000 | |||
Common stock, shares authorized | 200,000,000 | |||
Best One Inc [Member] | Interactive Data [Member] | ||||
Organization And Principal Business [Line Items] | ||||
Membership interest acquired | 100.00% |
Discontinued Operations - Dispo
Discontinued Operations - Disposal of Discontinued Activity (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total | |
Results of operations of the Advertising Business [Line Items] | |||
Pretax loss from operations of discontinued operations | [1] | $ (1,171) | $ (1,262) |
Pretax loss on disposal of discontinued operations | [1] | (41,471) | (41,471) |
Income tax expenses | [1] | (127) | (127) |
Less: Non-controlling interests | [1] | (1,280) | (1,297) |
Net loss from discontinued operations | [1] | (41,489) | (41,563) |
Advertising Business [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |||
Results of operations of the Advertising Business [Line Items] | |||
Revenue from advertising business | 162 | 171 | |
Pretax loss from operations of discontinued operations | (1,171) | (1,262) | |
Pretax loss on disposal of discontinued operations | (41,471) | (41,471) | |
Income tax expenses | (127) | (127) | |
Less: Non-controlling interests | (1,280) | (1,297) | |
Net loss from discontinued operations | $ (41,489) | $ (41,563) | |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total | |
Schedule Of Discontinued Operations [Line Items] | |||
Pretax loss on disposal of discontinued operations | [1] | $ 41,471 | $ 41,471 |
Acquisition consideration payable | 463 | 463 | |
Advertising Business [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |||
Schedule Of Discontinued Operations [Line Items] | |||
Pretax loss on disposal of discontinued operations | $ 41,471 | $ 41,471 | |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Loss on Disposal Activity (Detail) - Jun. 30, 2015 - Advertising Business [Member] - Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] - USD ($) $ in Thousands | Total |
Loss On Disposal Of Discontinued Operations [Line Items] | |
Write-off of goodwill | $ 35,472 |
Write-off of intangible assets | 4,080 |
Write-off of long-term deferred expenses | 517 |
Lease agreement early termination expenses | 1,211 |
Employee severance expenses | 191 |
Loss on disposal of discontinued operations | $ 41,471 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities Held for Sale Related to Discontinued Operations (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Cash and cash equivalents | $ 72 |
Accounts receivable, net | 159 |
Prepaid expenses and other current assets | 211 |
Property and equipment | 150 |
Assets held for sale | 592 |
Accounts payable | 423 |
Accrued expenses and other payables | 312 |
Acquisition consideration payable | 463 |
Liabilities held for sale | $ 1,198 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)Item | Jun. 30, 2015USD ($)SegmentItem | Dec. 31, 2014USD ($) | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net loss | [1] | $ 3,981 | $ 5,544 | |
Net loss from discontinued operations | [1] | (41,489) | (41,563) | |
Net cash used in operating activity | [1] | (4,509) | ||
Accumulated deficit | 47,717 | 47,717 | $ 610 | |
FDIC Insurance limit | 250 | 250 | ||
Intangible assets capitalized | 1,449 | $ 1,449 | ||
Revenue recognition period | 1 year | |||
Advertising and promotion costs | $ 52 | $ 88 | ||
Recognized income tax positions | 50.00% | 50.00% | ||
Operating segments | Segment | 1 | |||
Software Developed for Internal Use [Member] | Minimum [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated useful life of intangible assets | 3 years | |||
Software Developed for Internal Use [Member] | Maximum [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Estimated useful life of intangible assets | 10 years | |||
Intellectual Property Litigation Costs [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Intangible assets capitalized | $ 702 | $ 702 | ||
Software Development Cost [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Intangible assets capitalized | 747 | 747 | ||
United States [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cash and bank deposits | $ 3,080 | $ 3,080 | $ 5,996 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer One [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Major customers | Item | 1 | 1 | ||
Concentration risk | 10.00% | 23.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Major customers | Item | 1 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk | 17.00% | |||
Customer Concentration Risk [Member] | Accounts Payable [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Major customers | Item | 1 | |||
Customer Concentration Risk [Member] | Accounts Payable [Member] | Customer One [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk | 35.00% | |||
Supplier Concentration Risk [Member] | Net Assets, Segment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of major suppliers | Item | 3 | 3 | ||
Supplier Concentration Risk [Member] | Net Assets, Segment [Member] | Supplier One [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk | 26.00% | 34.00% | ||
Supplier Concentration Risk [Member] | Net Assets, Segment [Member] | Supplier Two [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk | 21.00% | 19.00% | ||
Supplier Concentration Risk [Member] | Net Assets, Segment [Member] | Supplier Three [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk | 12.00% | 11.00% | ||
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 6 Months Ended |
Jun. 30, 2015 | |
Computer and Network Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated life of property and equipment | 5 years |
Computer and Network Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated life of property and equipment | 7 years |
Furniture, Fixtures and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated life of property and equipment | 3 years |
Furniture, Fixtures and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated life of property and equipment | 5 years |
Segment - Additional Informatio
Segment - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Operating segments | 1 |
Segment - Information Regarding
Segment - Information Regarding Data Fusion Operations, Advertising Business and Assets for Operating Segments and Unallocated Corporate Operations as well as Geographic Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | ||
Segment Reporting Information [Line Items] | ||||
Revenue | [1] | $ 994 | $ 2,252 | |
Operating loss | [1] | (3,716) | (5,279) | |
Assets | 13,397 | 13,397 | $ 13,213 | |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 994 | 2,252 | ||
China and Others [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 162 | 171 | ||
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating loss | 1,623 | 1,751 | ||
Assets | 2,171 | 2,171 | ||
Data Fusion Segment [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 994 | 2,252 | ||
Operating loss | 2,093 | 3,528 | ||
Assets | 10,634 | 10,634 | ||
Advertising Business Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 162 | 171 | ||
Operating loss | 1,171 | 1,257 | ||
Assets | 592 | 592 | ||
Loss on disposal of business | $ 41,471 | $ 41,471 | ||
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Earnings Per Share (Detail) - Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Thousands | Total | Total | |
Earnings Per Share [Abstract] | |||
Net loss from continuing operations | [1] | $ (3,981) | $ (5,544) |
Net loss from discontinued operations | [1] | (41,489) | (41,563) |
Net loss | [1] | $ (45,470) | $ (47,107) |
Weighted average shares outstanding - Basic and diluted | [1] | 13,896,948 | 10,710,334 |
Basic and diluted: | |||
Continuing operations | [1] | $ (0.29) | $ (0.52) |
Discontinued operations | [1] | (2.99) | (3.88) |
Total Net Income, Basic and Diluted | [1] | $ (3.28) | $ (4.40) |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding periods in 2014 are presented. |
Acquisition - Summary of Purcha
Acquisition - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 21, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 5,227 | $ 5,226 | |
Tiger Media [Member] | Best One Inc [Member] | |||
Business Acquisition [Line Items] | |||
Non-controlling interests | $ (425) | ||
Goodwill | 35,472 | ||
Total consideration | 44,112 | ||
Assets acquired: | |||
Cash and cash equivalents | 3,569 | ||
Accounts receivable | 1,808 | ||
Other current assets | 326 | ||
Property and equipment | 1,419 | ||
Intangible assets | 4,280 | ||
Long-term deferred expenses | 586 | ||
Total | 11,988 | ||
Liabilities assumed: | |||
Accounts payable | (1,519) | ||
Accrued expenses and other payables | (736) | ||
Acquisition consideration payable | (464) | ||
Amounts due to related parties | (124) | ||
Deferred revenue | (80) | ||
Total | $ (2,923) |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Accounts receivable | $ 572 | $ 400 |
Less allowance for doubtful accounts | (21) | (105) |
Total accounts receivable, net | $ 551 | $ 295 |
Prepaid Expenses and Other Cu46
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 270 | |
Prepaid professional fees | 483 | $ 150 |
Rental deposits and other receivables | 149 | 40 |
Total prepaid expenses and other current assets | $ 902 | $ 190 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 850 | $ 314 |
Less: accumulated depreciation and amortization | (60) | (12) |
Property and equipment, net | 790 | 302 |
Computer and Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 434 | 283 |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 416 | $ 31 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Property, Plant and Equipment [Abstract] | ||
Depreciation of property and equipment | $ 25 | $ 48 |
Intangible Assets, Net - Intang
Intangible Assets, Net - Intangible Assets Other than Goodwill (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | $ 2,251 | $ 802 |
Accumulated amortization | (34) | (6) |
Net intangible assets | $ 2,217 | 796 |
Purchased IP and Capitalized Litigation Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years | |
Gross amount | $ 1,163 | 461 |
Accumulated amortization | (13) | |
Net intangible assets | 1,150 | 461 |
Software Developed for Internal Use [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | 1,088 | 341 |
Accumulated amortization | (21) | (6) |
Net intangible assets | $ 1,067 | $ 335 |
Software Developed for Internal Use [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 3 years | |
Software Developed for Internal Use [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Finite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 16 | $ 28 |
Common Shares and Warrants - Ad
Common Shares and Warrants - Additional Information (Detail) | Jun. 19, 2015shares | Mar. 21, 2015$ / sharesshares | Jun. 30, 2015$ / sharesshares | Apr. 30, 2015shares | Jun. 30, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Oct. 13, 2014 |
Equity [Line Items] | |||||||
Common stock, converted | 4,016,846 | ||||||
Common stock, par value | $ / shares | $ 0.0005 | $ 0.0005 | $ 0.0005 | $ 0.0005 | |||
Preferred stock, shares issued | 4,965,302 | 4,965,302 | 4,965,302 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, earn out | 1,800,220 | ||||||
Common stock, shares issued | 13,926,076 | 13,926,076 | 6,597,155 | ||||
Common stock, shares outstanding | 13,926,076 | 13,926,076 | 6,597,155 | ||||
Number of warrants exercised | 28,000 | ||||||
Former Director and Employee [Member] | |||||||
Equity [Line Items] | |||||||
Shares issued during the period for services | 17,500 | ||||||
Marlin Capital Investments Llc [Member] | |||||||
Equity [Line Items] | |||||||
Ownership percentage by Mike Brauser in Marlin Capital Investments LLC | 50.00% | 50.00% | 50.00% | ||||
Warrant [Member] | |||||||
Equity [Line Items] | |||||||
Shares issued upon exercise of convertible securities | 20,122 | ||||||
Employee Stock Option [Member] | |||||||
Equity [Line Items] | |||||||
Number of assumed equity awards outstanding of acquired entity | 960,000 | 960,000 | 960,000 | ||||
Best One Inc [Member] | |||||||
Equity [Line Items] | |||||||
Common stock, converted | 4,016,846 | ||||||
Common stock no par value | $ / shares | $ 0 | ||||||
Number of equity awards | 960,000 | ||||||
Best One Inc [Member] | Preferred Shares [Member] | |||||||
Equity [Line Items] | |||||||
Preferred shares issued upon merger | 4,965,302 | ||||||
Preferred stock conversion ratio | 1 | ||||||
Best One Inc [Member] | Warrant [Member] | |||||||
Equity [Line Items] | |||||||
Number of assumed equity awards outstanding of acquired entity | 28,000 | ||||||
Number of equity awards | 28,000 | ||||||
Best One Inc [Member] | Employee Stock Option [Member] | |||||||
Equity [Line Items] | |||||||
Number of equity awards | 960,000 | ||||||
Best One Inc [Member] | Restricted Share Units [Member] | |||||||
Equity [Line Items] | |||||||
Number of assumed equity awards outstanding of acquired entity | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Number of equity awards | 2,000,000 | 2,000,000 | |||||
Share Based Compensation Description | The RSUs vest annually beginning from October 13, 2015 only if certain performance goals of the Company are met. The shares underlying such RSUs will not be delivered until October 13, 2018, unless there is a change of control of the Company. | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 4,200,511 | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||
Series A Convertible Preferred Stock [Member] | Best One Inc [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 8,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 764,791 | ||||||
Series B Convertible Preferred Stock [Member] | Best One Inc [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 1,019,600 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 480,057 | ||||||
Series C Convertible Preferred Stock [Member] | Best One Inc [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 640,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||
Series D Convertible Preferred Stock [Member] | |||||||
Equity [Line Items] | |||||||
Common stock, converted | 900,108 | ||||||
Preferred stock, shares issued | 2,100,252 | ||||||
Series D Convertible Preferred Stock [Member] | Best One Inc [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares issued | 4,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||
Earnout Shares [Member] | Best One Inc [Member] | Preferred Shares [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock, shares reserved for future issuance | 1,800,220 | 1,800,220 |
Share-based compensation - Addi
Share-based compensation - Additional Information (Detail) - USD ($) | Jun. 23, 2015 | Jun. 16, 2015 | Apr. 29, 2015 | Apr. 27, 2015 | Mar. 24, 2015 | Mar. 21, 2015 | Jan. 28, 2015 | Jan. 01, 2008 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2011 |
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Unrecognized share-based compensation cost in respect of granted share options | $ 77,000 | $ 77,000 | |||||||||||
General and Administrative Expense [Member] | Discontinued Operations [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Compensation cost recognized | 17,000 | $ 20,000 | |||||||||||
Best One Inc [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Number of equity awards | 960,000 | ||||||||||||
Two Thousand Eight Stock Incentive Plan [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Share based compensation arrangement by share options | 359,299 | ||||||||||||
Increase in shares authorized | 1,200,000 | 900,000 | 600,000 | ||||||||||
2015 Stock Incentive Plan [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Share based compensation arrangement by share options | 2,500,000 | ||||||||||||
Restricted Share Units [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Restricted share units, granted | 65,000 | 1,357,500 | 136,000 | 355,800 | |||||||||
Restricted share units, vesting period | Sep. 24, 2015 | Jul. 28, 2015 | |||||||||||
Restricted share units, compensation cost | 2,443 | $ 2,543 | |||||||||||
Unrecognized share-based compensation cost in respect of granted restricted share units | $ 14,961 | $ 14,961 | |||||||||||
Share based compensation weighted average period | 1 year 7 months 2 days | ||||||||||||
Restricted Share Units [Member] | Best One Inc [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Number of assumed equity awards outstanding of acquired entity | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||
Number of equity awards | 2,000,000 | 2,000,000 | |||||||||||
Share Based Compensation Description | The RSUs vest annually beginning from October 13, 2015 only if certain performance goals of the Company are met. The shares underlying such RSUs will not be delivered until October 13, 2018, unless there is a change of control of the Company. | ||||||||||||
Restricted Share Units [Member] | Minimum [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Restricted share units, vesting period | 1 year | 3 years | |||||||||||
Restricted Share Units [Member] | Maximum [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Restricted share units, vesting period | 3 years | 4 years | |||||||||||
2008 Share Inventive Plan [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Common stock reserved for future issuance | 10,568 | 10,568 | |||||||||||
2015 Stock Incentive Plan [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Common stock reserved for future issuance | 1,052,500 | 1,052,500 | |||||||||||
Employee Stock Option [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Share based compensation arrangement by share options | 25,000 | ||||||||||||
Number of assumed equity awards outstanding of acquired entity | 960,000 | 960,000 | 960,000 | ||||||||||
Share based compensation arrangement, vesting period | 4 years | ||||||||||||
Employee Stock Option [Member] | Best One Inc [Member] | |||||||||||||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||||||||||||
Number of equity awards | 960,000 |
Share-based compensation - Sche
Share-based compensation - Schedule of Estimated Grant Date Fair Value of Share Options, Using Black-Scholes Option-Pricing Formula (Detail) - 3 months ended Jun. 30, 2015 - Employee Stock Option [Member] | Total |
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |
Expected term (in years) | 4 years |
Risk-free interest rate | 1.57% |
Expected volatility | 20.97% |
Expected dividend yield | 0.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jun. 16, 2015shares | Apr. 29, 2015shares | Mar. 24, 2015shares | Jan. 28, 2015shares | Oct. 13, 2014Installmentshares | Oct. 02, 2014USD ($)shares | Jun. 30, 2015shares | Mar. 21, 2015shares | Dec. 31, 2014shares |
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | 13,926,076 | 6,597,155 | |||||||
The amount of the financing raised | $ | $ 10,000,000 | ||||||||
Frost Gamma Investments Trust [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of Shares owned | 2,144,275 | ||||||||
Ownership percentage | 29.40% | ||||||||
Common stock, shares issued | 2,660,309 | ||||||||
Issuance of additional shares subject to earn out | 900,108 | ||||||||
Dubner Employment Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Annual base salary | $ | 200,000 | ||||||||
Employment agreement description | Dubner's Employment Agreement continues through September 30, 2016, unless terminated sooner. If Mr. Dubner's employment is terminated by IDI without cause as defined in the Dubner Employment Agreement or by Mr. Dubner for good reason, Mr. Dubner is entitled to a severance in the amount equal to his base salary for the remainder of the term. | ||||||||
Bonus received | $ | 100,000 | ||||||||
Additional bonus received | $ | $ 150,000 | ||||||||
Number of common stock shares received by RSU holder | 400,000 | ||||||||
Marlin Capital Investments Llc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock shares received by RSU holder | 2,000,000 | ||||||||
Business consulting services agreement period | 4 years | ||||||||
Ownership percentage by Mike Brauser in Marlin Capital Investments LLC | 50.00% | 50.00% | |||||||
Reilly Employment Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Annual base salary | $ | $ 200,000 | ||||||||
Employment agreement description | Reilly's Employment Agreement continues through September 30, 2016, unless terminated sooner. If Mr. Reilly's employment is terminated by IDI without cause as defined in the Reilly Employment Agreement or by Mr. Reilly for good reason, Mr. Reilly is entitled to a severance in the amount equal to his base salary for the remainder of the term. | ||||||||
Bonus received | $ | $ 100 | ||||||||
Number of common stock shares received by RSU holder | 200,000 | ||||||||
Common Stock [Member] | Frost Gamma Investments Trust [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares owned prior to merger | 80,000 | ||||||||
Restricted Share Units [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted share units, granted | 65,000 | 1,357,500 | 136,000 | 355,800 | |||||
Restricted Share Units [Member] | Dubner Employment Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted share units, granted | 400,000 | ||||||||
Restricted Share Units [Member] | Marlin Capital Investments Llc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted share units, granted | 2,000,000 | ||||||||
Shares vesting installments period | Installment | 4 | ||||||||
Shares vested beginning date | Oct. 13, 2015 | ||||||||
Restricted Share Units [Member] | Reilly Employment Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Restricted share units, granted | 200,000 | ||||||||
TBO Series C Preferred Stock [Member] | Frost Gamma Investments Trust [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares owned prior to merger | 640,000 | ||||||||
TBO Series D Preferred Stock [Member] | Frost Gamma Investments Trust [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares owned prior to merger | 4,000 | ||||||||
Initial Closing [Member] | Frost Gamma Investments Trust [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 34.60% | ||||||||
Earnout Shares [Member] | Frost Gamma Investments Trust [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 38.60% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amounts Due to Related Parties (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 48 | $ 52 |
Prepaid Income Tax Payable To Shareholders [Member] | ||
Related Party Transaction [Line Items] | ||
Payables for income taxes | $ 48 | $ 52 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Rental Payments under Non-cancellable Operating Leases (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 187 |
2,016 | 270 |
2,017 | 278 |
2,018 | 229 |
2,019 | 207 |
2020 and thereafter | 621 |
Operating leases, Total | $ 1,792 |
Commitments and Contingencies57
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Material capital commitment under non-cancellable data licensing | $ 371,000 | |
Provision for operational claims | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jul. 28, 2015USD ($) | Jul. 24, 2015USD ($)$ / sharesshares | Jul. 01, 2015Firmshares | Oct. 02, 2014USD ($) | Jul. 10, 2015USD ($) | Jun. 30, 2015USD ($)shares | Dec. 31, 2014USD ($)shares |
Subsequent Event [Line Items] | |||||||
Total offering price of securities | $ 7,000 | $ 3,000 | |||||
Common stock sold | shares | 200,000,000 | 200,000,000 | |||||
Common stock, shares issued | shares | 13,926,076 | 6,597,155 | |||||
Dubner Employment Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Bonus received | $ 100,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Net proceeds from offering | $ 9,365,000 | ||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase share of common stock | $ / shares | $ 0.5 | ||||||
Exercise price of warrants | $ / shares | $ 10 | ||||||
Common stock, shares issued | shares | 640,205 | ||||||
Exercisable period for warrants | 6 months | ||||||
Warrant expiration period | 36 months | ||||||
Subsequent Event [Member] | Dubner Employment Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Bonus received | $ 150,000 | ||||||
Subsequent Event [Member] | Institutional Investor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Total amount of the financing from an institutional investor | $ 10,000,000 | ||||||
Common stock sold | shares | 1,280,410 | ||||||
Sale price per share | $ / shares | $ 7.81 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued during the period for services | shares | 32,000 | ||||||
Number of consulting firms | Firm | 2 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Total offering price of securities | $ 160,000,000 |