Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 17, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | IDI | ||
Entity Registrant Name | IDI, Inc. | ||
Entity Central Index Key | 1,460,329 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 45,991,941 | ||
Entity Public Float | $ 77,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |||
Current assets: | |||||
Cash and cash equivalents | $ 13,462 | $ 5,996 | [1] | ||
Accounts receivable, net of allowance for doubtful accounts of $318 and $105 at December 31, 2015 and 2014, respectively | 21,224 | 295 | |||
Prepaid expenses and other current assets | 2,931 | 292 | |||
Total current assets | 37,617 | 6,583 | |||
Property and equipment, net | 1,062 | 301 | |||
Intangible assets, net | 87,445 | [2] | 796 | [3] | |
Goodwill | 161,753 | [2] | 5,227 | [3] | |
Other non-current assets | 1,315 | 38 | |||
Deferred tax assets | 370 | ||||
Total assets | 289,192 | [2] | 13,315 | [3] | |
Current liabilities: | |||||
Trade accounts payable | 8,863 | 86 | |||
Accrued expenses and other current liabilities | 9,160 | 656 | |||
Amounts due to related parties | 302 | ||||
Deferred revenue | 783 | 164 | |||
Current portion of long-term debt | 2,250 | ||||
Total current liabilities | 21,056 | 1,208 | |||
Long-term debt, net | 48,668 | ||||
Deferred tax liabilities | 13,573 | ||||
Total liabilities | 83,297 | 1,208 | |||
Shareholders' equity : | |||||
Common shares-$0.0005 par value 200,000,000 shares authorized, 15,709,786 and 6,597,155 shares issued and outstanding on December 31, 2015 and 2014, respectively | [4] | 8 | 3 | ||
Additional paid-in capital | [4] | 291,032 | 12,714 | ||
Accumulated other comprehensive loss | [4] | 0 | 0 | ||
Accumulated deficit | [4] | (85,145) | (610) | ||
Total shareholders' equity | [4] | 205,895 | 12,107 | ||
Total liabilities and shareholders' equity | $ 289,192 | $ 13,315 | |||
Convertible Series A Preferred shares [Member] | |||||
Shareholders' equity : | |||||
Preferred Shares | [4] | ||||
Convertible Series B Preferred shares [Member] | |||||
Shareholders' equity : | |||||
Preferred Shares | [4] | ||||
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | ||||
[2] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | ||||
[3] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | ||||
[4] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 21, 2015 | Mar. 19, 2015 | Dec. 31, 2014 | |||
Allowance for doubtful accounts | $ 318 | $ 105 | |||||
Preferred stock, shares authorized | 10,000,000 | ||||||
Common stock, par value | $ 0.0005 | [1] | $ 0.0005 | $ 0.0005 | [1] | ||
Common stock, shares authorized | [1] | 200,000,000 | 200,000,000 | ||||
Common stock, shares issued | 15,709,786 | [1] | 6,597,155 | 6,597,155 | [1] | ||
Common stock, shares outstanding | 15,709,786 | [1] | 6,597,155 | 6,597,155 | [1] | ||
Convertible Series A Preferred shares [Member] | |||||||
Preferred stock, par value | $ 0.0001 | [1] | $ 0.0001 | $ 0.0001 | [1] | ||
Preferred stock, shares authorized | [1] | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares issued | 4,871,802 | [1] | 4,965,302 | 4,965,302 | [1] | ||
Preferred stock, shares outstanding | 4,871,802 | [1] | 4,965,302 | 4,965,302 | [1] | ||
Convertible Series B Preferred shares [Member] | |||||||
Preferred stock, par value | [1] | $ 0.0001 | |||||
Preferred stock, shares authorized | [1] | 10,000,000 | |||||
Preferred stock, shares issued | [1] | 450,962 | |||||
Preferred stock, shares outstanding | [1] | 450,962 | |||||
[1] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. |
Consolidated Balance Sheets (P4
Consolidated Balance Sheets (Parenthetical) | Mar. 19, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | |||
Reverse stock split ratio | 0.2 | 0.2 | 0.2 |
Reverse stock split description | 1-for-5 | ||
Effective date of reverse stock split | Mar. 19, 2015 | Mar. 19, 2015 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | ||||
Income Statement [Abstract] | |||||
Revenue | $ 14,091 | [1] | $ 817 | [2],[3] | |
Cost of revenues (exclusive of depreciation and amortization) | 10,253 | 337 | [2] | ||
Gross profit | 3,838 | 480 | [2] | ||
Operating expenses: | |||||
Sales and marketing expenses | 2,925 | 325 | [2] | ||
General and administrative expenses | 44,472 | 915 | [2] | ||
Depreciation and amortization | 841 | [1] | 17 | [2],[3] | |
Loss from operations | (44,400) | [1] | (777) | [2],[3] | |
Other income/(expense) | |||||
Interest expense, net | (468) | ||||
Contingent earn out costs | (14,300) | ||||
Total other expense | (14,768) | ||||
Loss from continuing operations before income taxes | (59,168) | (777) | [2] | ||
Income taxes | (16,583) | (167) | [2] | ||
Net loss from continuing operations | (42,585) | (610) | [2],[4] | ||
Discontinued operations | |||||
Pretax loss from operations of discontinued operations | (1,236) | ||||
Pretax loss on disposal of discontinued operations | (41,095) | ||||
Income taxes | 127 | ||||
Net loss from discontinued operations | (42,458) | ||||
Less: Non-controlling interests | (508) | ||||
Net loss from discontinued operations | (41,950) | 0 | |||
Net loss attributable to IDI | $ (84,535) | $ (610) | [2],[4] | ||
Loss per share | |||||
Basic and diluted, Continuing operations | [5],[6] | $ (3.27) | $ (0.14) | [2],[4] | |
Basic and diluted, Discontinued operations | [5],[6] | (3.22) | |||
Total Net Loss, Basic and Diluted | [6] | $ (6.48) | $ (0.14) | [2],[4] | |
Weighted average number of shares outstanding - | |||||
Basic and diluted | [5] | 13,036,082 | 4,501,041 | [2],[4] | |
Comprehensive loss: | |||||
Net loss attributable to IDI, Inc. | $ (84,535) | $ (610) | [2],[4] | ||
Foreign currency translation adjustment: | |||||
Unrealized | (130) | ||||
Realized upon the disposal of discontinued operations | 130 | ||||
Net comprehensive loss | $ (84,535) | $ (610) | [2] | ||
[1] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | ||||
[2] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | ||||
[3] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | ||||
[4] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative financial figures for the year ended December 31, 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | ||||
[5] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. Earnings per share tables may contain summation differences due to rounding. | ||||
[6] | Earnings per share tables may contain summation differences due to rounding. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Bridge Loan [Member] | Best One Inc [Member] | Fluent Acquisition [Member] | Common Stock [Member] | Common Stock [Member]Best One Inc [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Bridge Loan [Member] | Additional Paid-in Capital [Member]Best One Inc [Member] | Additional Paid-in Capital [Member]Fluent Acquisition [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-controlling Interests [Member] | Non-controlling Interests [Member]Best One Inc [Member] | Institutional Investor [Member] | Institutional Investor [Member]Common Stock [Member] | Institutional Investor [Member]Additional Paid-in Capital [Member] | Certain Investors [Member] | Certain Investors [Member]Additional Paid-in Capital [Member] | Convertible Series A Preferred shares [Member] | Convertible Series B Preferred shares [Member] | Convertible Series B Preferred shares [Member]Bridge Loan [Member] | Convertible Series B Preferred shares [Member]Fluent Acquisition [Member] | Convertible Series B Preferred shares [Member]Certain Investors [Member] | |
Beginning balance, shares at Sep. 22, 2014 | [1] | 1,000,001 | |||||||||||||||||||||||
Issuance of shares, net of offering costs | $ 12,694 | $ 3 | $ 12,691 | ||||||||||||||||||||||
Issuance of shares, net of offering costs, shares | [1] | 5,312,709 | 4,965,302 | ||||||||||||||||||||||
Issuance of shares as a result of acquisition, shares | [1] | 284,445 | |||||||||||||||||||||||
Share-based compensation expense | 23 | 23 | |||||||||||||||||||||||
Net loss attributable to IDI | (610) | $ (610) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2014 | 12,107 | $ 3 | 12,714 | (610) | |||||||||||||||||||||
Ending balance, shares at Dec. 31, 2014 | [1] | 6,597,155 | 4,965,302 | ||||||||||||||||||||||
Vesting of restricted stock units | 0 | $ 0 | 0 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Vesting of restricted stock units, shares | [1] | 382,300 | |||||||||||||||||||||||
Issuance of shares, net of offering costs | $ 413 | $ 413 | $ 9,400 | $ 1 | $ 9,399 | $ 49,780 | $ 49,780 | ||||||||||||||||||
Issuance of common shares upon cashless exercise of warrants | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Issuance of shares, net of offering costs, shares | [1] | 1,280,410 | 1,000 | 149,925 | |||||||||||||||||||||
Issuance of common shares upon cashless exercise of warrants, shares | [1] | 20,122 | |||||||||||||||||||||||
Issuance of shares as a result of acquisition | $ 44,112 | $ 123,766 | $ 4 | $ 44,108 | $ 123,766 | ||||||||||||||||||||
Conversion between common and preferred shares | 0 | $ 0 | 0 | 0 | 0 | 0 | $ 0 | $ 0 | |||||||||||||||||
Issuance of shares as a result of acquisition, shares | [1] | 7,291,299 | 300,037 | ||||||||||||||||||||||
Conversion between common and preferred shares, shares | [1] | 93,500 | (93,500) | ||||||||||||||||||||||
Additions as a result of the reverse acquisition | $ 425 | $ 425 | |||||||||||||||||||||||
Issuance of common shares to vendors for services rendered | 433 | 433 | |||||||||||||||||||||||
Issuance of common shares to vendors for services rendered, shares | [1] | 45,000 | |||||||||||||||||||||||
Share-based compensation expense | 34,533 | 34,533 | |||||||||||||||||||||||
Contingent earn out costs | 14,300 | 14,300 | |||||||||||||||||||||||
Net loss attributable to IDI | (84,535) | (84,535) | |||||||||||||||||||||||
Net loss attributable to non-controlling interests | (508) | (508) | |||||||||||||||||||||||
Foreign currency translation adjustment | (130) | (130) | |||||||||||||||||||||||
Changes as a result of the disposal of discontinued operations | 213 | $ 130 | $ 83 | ||||||||||||||||||||||
Issuance of warrants in relation to the term loan | 1,586 | 1,586 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2015 | $ 205,895 | $ 8 | $ 291,032 | $ (85,145) | |||||||||||||||||||||
Ending balance, shares at Dec. 31, 2015 | [1] | 15,709,786 | 4,871,802 | 450,962 | |||||||||||||||||||||
[1] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Reverse stock split ratio | 0.2 |
Reverse stock split description | 1-for-5 |
Effective date of reverse stock split | Mar. 19, 2015 |
Institutional Investor [Member] | |
Issuance costs | $ 600 |
Certain Investors [Member] | |
Issuance costs | $ 220 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss attributable to IDI | $ (84,535) | $ (610) | [1],[2] | ||
Less: Loss from discontinued operations, net of tax | (41,950) | 0 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 841 | [3] | 17 | [1],[4] | |
Non-cash interest expenses and amortization of debt issuance costs | 151 | ||||
Share-based compensation expense | 33,714 | 23 | [1] | ||
Non-cash expenses in relation to the services provided | 446 | ||||
Non-cash contingent earn out costs | 14,300 | ||||
Provision for bad debts | 213 | 105 | [1] | ||
Deferred income tax expenses | (16,460) | (270) | [1] | ||
Changes in assets and liabilities of continuing operations, net of the effects of acquisition: | |||||
Accounts receivable | (893) | (138) | [1] | ||
Prepaid expenses and other current assets | (1,574) | (139) | [1] | ||
Other non-current assets | (513) | (38) | [1] | ||
Accounts payable and accrued expenses | 1,784 | 500 | [1] | ||
Amounts due to related parties | (66) | 52 | [1] | ||
Deferred revenue | 306 | 24 | [1] | ||
Net cash used in operating activities from continuing operations | (10,336) | (474) | [1] | ||
Net cash used in operating activities from discontinued operations | (337) | ||||
Net cash used in operating activities | (10,673) | (474) | [1] | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (662) | (85) | [1] | ||
Purchase of intangible assets | (250) | (27) | [1] | ||
Capitalized costs included in intangible assets | (3,065) | (186) | [1] | ||
Proceeds from reverse acquisition | 3,569 | ||||
Acquisitions, net of cash acquired | (93,276) | (5,926) | [1] | ||
Net cash used in investing activities from continuing operations | (93,684) | (6,224) | [1] | ||
Net cash used in investing activities from discontinued operations | (121) | ||||
Net cash used in investing activities | (93,805) | (6,224) | [1] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of shares, net of issuance costs | 59,180 | 12,694 | [1] | ||
Proceeds for debt obligations | 55,000 | ||||
Debt costs | (2,236) | ||||
Net cash provided by financing activities | 111,944 | 12,694 | [1] | ||
Net increase in cash and cash equivalents | 7,466 | 5,996 | [1] | ||
Cash and cash equivalents at beginning of period | [1] | 5,996 | |||
Cash and cash equivalents at end of period | 13,462 | $ 5,996 | [1] | ||
SUPPLEMENTAL DISCLOSURE INFORMATION | |||||
Cash paid for interest | 3 | ||||
Cash received for income taxes refund | 123 | ||||
Share-based compensation expenses capitalized as intangible assets | 363 | ||||
Series B preferred issued in relation to the bridge loans | 1,586 | ||||
Bridge Loan [Member] | |||||
SUPPLEMENTAL DISCLOSURE INFORMATION | |||||
Series B preferred issued in relation to the bridge loans | $ 413 | ||||
Reverse Acquisition Transaction [Member] | |||||
SUPPLEMENTAL DISCLOSURE INFORMATION | |||||
Fair value of shares issued for acquisitions | 44,112 | ||||
Fluent Acquisition [Member] | |||||
SUPPLEMENTAL DISCLOSURE INFORMATION | |||||
Fair value of shares issued for acquisitions | 123,766 | ||||
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | ||||
[2] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative financial figures for the year ended December 31, 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | ||||
[3] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | ||||
[4] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Principal activities and organi
Principal activities and organization | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principal activities and organization | 1. Principal activities and organization (a) Principal activities IDI, Inc. (“we”, “us”, “our”, “IDI”, or the “Company”), a Delaware corporation, formerly known as Tiger Media, Inc. (“Tiger Media”), is a data and analytics company providing information and marketing solutions to businesses in a variety of industries. Through powerful analytics, we transform data into intelligence, in a fast and efficient manner, so that our clients can spend their time on what matters most – running their organizations with confidence. Through leading-edge, proprietary technology and a massive data repository, our data and analytical solutions harness the power of data fusion, uncovering the relevance of disparate data points and converting them into comprehensive and insightful views of people, businesses, assets and their interrelationships. We empower clients across markets and industries to better execute all aspects of their business. The Company serves the risk management and the consumer marketing industries through its consolidated subsidiaries, Interactive Data, LLC and Fluent, LLC, respectively. Interactive Data provides information solutions to a broad and diverse set of industries including financial services, insurance, healthcare, corporate risk, law enforcement, government, collections, retail, and legal, for purposes including identity verification, location, due diligence, risk management, prevention and detection of fraud and abuse, legislative compliance, and debt recovery. Fluent provides people-based, digital marketing solutions to leading consumer brands and direct marketers utilizing Fluent’s proprietary audience data and technology to enable marketers to acquire their best customers, with precision, at a massive scale. We provide our services to organizations in the United States. IDI was previously 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). As of December 31, 2015, the Company has disposed of all assets and liabilities related to its Advertising Business. (b) Organization Tiger Media On October 30, 2009, 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. 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 (“Interactive Data Acquisition”). 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. TBO Merger with Tiger Media On March 21, 2015 (the “Effective Date of TBO Merger”), Tiger Media and TBO Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Tiger Media (“TBO Merger Sub”), completed a merger (the “TBO Merger”) with TBO, pursuant to the terms and conditions of the Merger Agreement and Plan of Reorganization, as amended (the “TBO Merger Agreement”) dated as of December 14, 2014, by and among Tiger Media, TBO Merger Sub, TBO, and Derek Dubner, solely in his capacity as representative of the TBO shareholders. Before the TBO 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, TBO merged into TBO Merger Sub, with TBO Merger Sub continuing as the surviving company and a wholly-owned subsidiary of Tiger Media. On April 8, 2015, TBO 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 TBO Merger in accordance with Accounting Standards Codification (“ASC”) Topic 805-40, Reverse Acquisitions Disposal of Advertising Business As a result of the TBO 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 of TBO Merger, 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. As of December 31, 2015, the Company has disposed of all assets and liabilities related to its Advertising Business. Fluent Acquisition On November 16, 2015, the Company entered into an Agreement and Plan of Merger (the “Fluent Merger Agreement”) by and among the Company, Fluent Acquisition I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Fluent Merger Sub”), Fluent Acquisition II, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Fluent Merger Co”), Fluent, Inc., a Delaware corporation (“Fluent Inc”), the sellers of the Company (each, a “Seller” and collectively, the “Sellers”), and Ryan Schulke, as the representative of each Seller. On December 8, 2015 (the “Effective Date of Fluent Acquisition”), the Company completed the acquisition of Fluent Inc (the “Fluent Acquisition”), pursuant to the Fluent Merger Agreement. On December 9, 2015, Fluent Merger Co, the surviving entity during the Fluent Acquisition, changed its name to Fluent LLC (“Fluent”). IDI is the legal and accounting acquirer of the Fluent Acquisition. Fluent is a leader in people-based digital marketing and customer acquisition. Refer to Note 4 – Acquisitions and Note 5 – Discontinued Operations to the consolidated financial statements for the details of the acquisitions and disposal of Advertising Business, respectively. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of preparation and liquidity The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company reported net loss of $42,585 and $610 from continuing operations, net loss of $41,950 and $0 from discontinued operations for the years ended December 31, 2015 and 2014, respectively, and net cash used in operating activities of $10,673 and $474 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, the Company had an accumulated deficit of $85,145. As of December 31, 2015, the Company had available cash of approximately $13.5 million, an increase of $7.5 million, or 125%, from $6.0 million as of December 31, 2014. Based on projections of growth in revenue and operating results in the coming year, the Company believes that it will have sufficient cash resources to finance its operations and expected capital expenditures for the next twelve months. 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 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 of property and equipment and intangible assets, recoverability of the carrying amount of property and equipment, goodwill and intangible assets, valuation of assets and liabilities acquired in a business combination, 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) 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 Company’s cash and bank deposits were held in major financial institutions located in the United States, which management believes have high credit ratings. The cash and bank deposits held in the United States, denominated in USD, amounted to $13,462 and $5,996 as of December 31, 2015 and 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 United States banks in excess of the $250 thousand dollar US Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of the financial institutions to mitigate this risk. (d) Accounts receivable Accounts receivable are due from customers and are generally unsecured, which consist of amounts earned but not yet collected. None of the Company’s accounts receivable bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the Company’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 Company does not have any off-balance-sheet credit exposure related to its customers. The amount of the allowance for doubtful accounts was $318 and $105 as of December 31, 2015 and 2014, respectively. (e) 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. Property and equipment are depreciated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. 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 Leasehold improvements 4-7 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. (f) Business combination The Company record the acquisitions pursuant to ASC 805 – Business Combinations. We allocate the fair value of purchased consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired intangible assets, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. (g) Intangible assets other than goodwill The Company’s intangible assets are initially recorded at the capitalized actual costs incurred, their acquisition cost, or fair value if acquired as part of a business combination, and 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 Company. The Company’s intangible assets represent purchased intellectual property and related litigation costs, software developed for internal use, customer relationship, trademarks, domain names, database and non-competition agreement, including those resulted from the acquisitions. Intangible assets have an estimated useful lives of 3-20 years. In accordance with ASC Topic 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 December 31, 2015, the goodwill balance relates to the October 2, 2014 acquisition of Interactive Data by IDI Holdings, and the Fluent Acquisition effective on December 8, 2015. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other” On October 1, 2015, we performed a quantitative Step One assessment. A quantitative Step One assessment involved determining the fair value of each reporting unit using market participant assumptions. If we believe that the carrying value of a reporting unit with goodwill exceeds its estimated fair value, we will perform a quantitative Step Two assessment. Step Two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. The results of our Step One assessment proved that the estimated fair value of the Company exceed its carrying value, and therefore a Step Two assessment was not performed. We concluded that goodwill was not impaired as of December 31, 2015 and 2014. For purposes of reviewing impairment and the recoverability of goodwill, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values. (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 ASC Topic 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. We concluded that there was no impairment on our long-lived assets as of December 31, 2015 and 2014. (j) Fair value of financial instruments ASC Topic 820, “Fair Value Measurements and Disclosures” 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 Company’s cash and cash equivalents, receivables and payables, including the current portion of long-term debt approximate their carrying amount because of the short-term nature of these instruments. The long-term debt outstanding as of December 31, 2015 represented the term loan and bridge loans on December 8, 2015. As analysed in Note 11, we regard the fair value of the long-term debt to approximate their carrying amounts as of December 31, 2015. Refer to Note 11 for the analysis of long-term debt. (k) Revenue recognition The Company provides information services and performance marketing services, and 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. Information services revenue is generated from the risk management industry and consumer marketing industry. Information service revenue generated from the risk management industry 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 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. Information service revenue generated from consumer marketing industry is generally recognized when the leads are delivered, in accordance with terms detailed in the agreements. These terms typically call for a transactional unit price per lead delivered based on predefined qualifying conditions (most significant, each user must be validated). Additional revenues are generated through revenue-sharing agreements with marketers who email offers to users provided by the Company from its owned and operated sites. Performance marketing revenue is recognized when the conversions are generated based on predefined user actions (for example, a click, a registration, an app install or a coupon print) subject to certain qualifying conditions (most significant, each user must be validated), in accordance with terms detailed in advertiser agreements and/or the attendant insertion orders. These terms typically call for a specific transactional unit price per conversion generated. These leads and user actions mentioned above are tracked in real time by the Company’s systems, reported, recorded, and regularly reconciled against advertiser data either in real time or at various contractually defined periods, whereupon the number of qualified leads during such specified period are finalized and adjustments, if any, to revenue are made. Costs associated with separately priced customer service contracts are expensed as incurred. 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. As of December 31, 2015, deferred revenue totaled $783, all of which is expected to be realized in 2016. (l) Cost of revenues (exclusive of depreciation and amortization) Cost of revenues, consist primarily of data acquisition costs, media costs paid to publishers and other 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 $388 and $38 for the years ended December 31, 2015 and 2014, respectively. (n) Share-based payments The Company 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 Topic 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 Company applies ASC Topic 740, “ Income Taxes” (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 Company has two operating segments, Information Services and Performance Marketing, as defined by ASC Topic 280, “ Segment Reporting (s) Significant concentrations and risks Concentration of Credit Risk Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents, and accounts receivable. As of December 31, 2015 and 2014, all of the Company’s cash and cash equivalents were deposited in financial institutions located in the United States, 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 Company performs on its customers and its ongoing monitoring process of outstanding balances. Concentration of Customers During the year ended December 31, 2015, the Company recognized revenue from one major customer, accounting for 14% of the total revenue. Such customer, however, manages the ad platforms of leading search engines and represents a consortium of advertisers, which limits overall concentration risk. During the year ended December 31, 2014, there was no individual customer that accounted for more than 10% of the total revenue. As of December 31, 2015, the same customer as mentioned above, accounted for 17% of the Company’s accounts receivable, while no customer accounted for more than 10% of the Company’s accounts receivable as of December 31, 2014. Concentration of Suppliers One media supplier accounted for 11% of the total cost of revenues during the year ended December 31, 2015. Four data suppliers accounted for 30%, 19%, 11% and 11% of the total cost of revenues during the years ended December 31, 2014. As of December 31, 2015, two media suppliers accounted for 16% and 12% of the Company’s total trade accounts payable, while as of December 31, 2014, four data suppliers accounted for 40%, 22%, 15% and 14% of the Company’s total trade accounts payable. (t) Recently issued accounting standards In May 2014, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606)” In June 2014, FASB issued ASU No. 2014-12 (“ASU 2014-12”), “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) In August 2014, FASB issued ASU No. 2014-15 (“ASU 2014-15”), “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2015, FASB issued ASU No. 2015-01 (“ASU 2015-01”), “ Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, FASB issued ASU No. 2015-02 (“ASU 2015-02”), “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. In April 2015, FASB issued ASU No. 2015-03 (“ASU 2015-03”), “ Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” In September 2015, FASB issued ASU No. 2015-16 (“ASU 2015-16”), “ Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued Accounting Standards Update No. 2015-17 (“ASU 2015-17”), “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes Except for the ASUs above, for the year ended December 31, 2015, other ASUs are not expected to have a material impact on the consolidated financial statements upon adoption. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Loss per share | 3. Loss per share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the years ended December 31, 2015 and 2014. The information related to basic and diluted loss per share is as follows: (In thousands) Year Ended December 31, 2015 2014 (1) Numerator: Net loss from continuing operations $ (42,585 ) $ (610 ) Net loss from discontinued operations attributable to IDI (41,950 ) — Net loss $ (84,535 ) $ (610 ) Denominator: Weighted average shares outstanding - Basic and diluted 13,036,082 4,501,041 Loss per share: (2) Basic and diluted: Continuing operations $ (3.27 ) $ (0.14 ) Discontinued operations (3.22 ) — $ (6.48 ) $ (0.14 ) (1) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative financial figures for the year ended December 31, 2014 were from September 22, 2014, the date of inception, through December 31, 2014. (2) Earnings per share tables may contain summation differences due to rounding. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Fluent Acquisition To accelerate the Company’s strategy to apply its next generation data fusion technology to not only the risk management industry, but also as an advanced data analytics platform to the consumer marketing industry, as specified in Note 1(b) – Organization, on December 8, 2015, the Effective Date of Fluent Acquisition, the Company completed the acquisition of Fluent, pursuant to the terms and conditions of the Fluent Merger Agreement. For accounting purposes, the Company recognized the Fluent Acquisition in accordance with ASC Topic 805 – Business Combinations Under the acquisition method of accounting, the assets (including identifiable intangible assets) and liabilities of Fluent prior to the Fluent Acquisition as of the Effective Date were recorded at their respective fair values. Any excess of purchase price over the fair value of the net assets were recorded as goodwill. The Company’s financial statements issued after the Fluent Acquisition would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Fluent. Pursuant to the Fluent Merger Agreement, the Company acquired 100% of the outstanding stock of Fluent from the Sellers of Fluent for the following considerations: (i) 300,037 shares, as adjusted, of the Company’s Series B Non-Voting (In thousands) Assets acquired: Cash and cash equivalents $ 6,013 Accounts receivable 20,250 Prepaid expenses and other current assets 691 Property and equipment 242 Intangible assets: Customer relationship 30,875 Trademarks 16,357 Domain names 191 Developed technology 10,716 Database 25,052 Non-competition agreements 728 Total intangible assets 83,919 Other non-current assets 763 Deferred tax assets 1,868 113,746 Liabilities assumed: Accounts payable and accrued expenses 10,792 Liability for employee incentive-based compensation plan 4,000 Deferred revenue 314 Deferred tax liabilities 32,111 47,217 Goodwill 156,526 Total consideration $ 223,055 Including: Cash consideration $ 99,289 Fair value of Series B Preferred issued 123,766 Total consideration $ 223,055 The intangible assets acquired are amortized on a straight-line Goodwill from the acquisition of Fluent principally relates to intangible assets that do not qualify for separate recognition, including the assembled workforce and synergy effects. Goodwill is not tax deductible for income tax purposes and was assigned to the Information Services and Performance Marketing reporting segments of $42,623 and $119,130, respectively. The fair value of assets acquired and liabilities assumed from our acquisition of Fluent was based on a preliminary valuation and our estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price that are not yet finalized are related to the fair value of intangible assets, certain accrued liabilities, and income taxes. Measurement period adjustments will be applied to the period that the adjustment is identified in our consolidated financial statements. The financial data of Fluent for the period from December 9, 2015 through December 31, 2015 is presented below: (In thousands) Period from December 9, 2015 Revenue $ 10,089 Loss from continuing operations $ (190 ) Net loss $ (589 ) Pro forma disclosure for acquisition (unaudited) The following table includes the pro forma results for the years ended December 31, 2015 and 2014 of the combined companies as though the acquisition had been completed as of the beginning of the periods presented. Pro forma (unaudited) Year Ended December 31, (In thousands) 2015 2014 (1) Revenue $ 148,863 $ 19,508 Loss from continuing operations $ (59,739 ) $ (35,403 ) Net loss $ (87,575 ) $ (24,669 ) Basic and diluted loss per share $ (6.72 ) $ (5.48 ) (1) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the combined comparative pro forma figures of both IDI and Fluent in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. In preparation of the unaudited pro forma financial data, for the year ended December 31, 2015, we included pro forma adjustments in relation to the additional acquired intangible assets amortization expenses and interest expenses of $9,412, and $6,906, respectively, and we also added back acquisition related costs, share-based compensation expenses, and the related net income tax benefit of $879, $2,553, and $4,381, respectively. For the period from September 22, 2014 through December 31, 2014, we included pro forma adjustments in relation to the additional acquired intangible assets amortization expenses, interest expenses, and share-based compensation expenses of $2,759, $2,015 and $32,386, respectively, and we also added back the related total net income tax benefit of $12,634. The unaudited pro forma financial information is presented for information purposes only, which may not necessarily reflect our future results of operations or what the results of operations would have been had we owned and operated each company as of the beginning of the periods presented. TBO Merger with Tiger Media To expand Tiger Media’s business into data and analytics industry, on March 21, 2015, the Effective Date of TBO Merger, Tiger Media and TBO Merger Sub, completed the merger with TBO, pursuant to the terms and conditions of the TBO Merger Agreement, as specified in Note 1(b) – Organization, For accounting purposes, the Company recognized the TBO Merger in accordance with ASC Topic 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 (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, net 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 all assets and liabilities related to the Advertising Business have been disposed as of December 31, 2015 for $0, no pro forma financial information was disclosed for the year ended December 31, 2015. Interactive Data Acquisition In order to enter the data and analytics industry, leveraging Interactive Data’s technology infrastructure to allow for penetration into the ARM marketplace, as specified in Note 1(b) – Organization, on October 2, 2014, IDI Holdings acquired 100% of the membership interests of Interactive Data for $6,320 of cash and 284,445 shares of common share. IDI Holdings accounted for the acquisition as a forward merger with IDI Holdings as both the legal and accounting acquirer. It was concluded that Interactive Data was not the predecessor accounting entity. For accounting purposes, the Company recognized the Interactive Data Acquisition in accordance with ASC Topic 805, “ Business Combinations” (In thousands) Assets acquired: Working capital, net $ 426 Property and equipment, net 229 Intangible assets, net 339 Deferred tax assets 99 Goodwill 5,227 Total consideration $ 6,320 |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | 5. Discontinued operations As mentioned in Note 2 - Organization, 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 Topic 205-20, “ Discontinued Operations” The following financial information presents the results of operations of the Advertising Business for the year ended December 31, 2015. (In thousands) Year Ended Revenue $ 218 Pretax loss from operations of discontinued operations $ (1,236 ) Pretax loss on disposal of discontinued operations (41,095 ) Income tax expenses 127 Less: Non-controlling interests (508 ) Net loss from discontinued operations $ (41,950 ) Included in the net loss from discontinued operations, the Company recorded a loss on disposal of the Advertising Business of $41,095 for the year ended December 31, 2015, the majority of which are non-cash charges, pursuant to the following: (In thousands) Year Ended Write-off of goodwill $ (35,472 ) Write-off of intangible assets (4,080 ) Write-off of long-term deferred assets (517 ) Lease agreements early termination compensation expenses (1,211 ) Employee severance compensation expenses (191 ) Gain on write-off of acquisition consideration payable 463 Loss on disposal of equity interests (87 ) Loss on disposal of discontinued operations $ (41,095 ) |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts receivable, net | 6. Accounts receivable, net Accounts receivable, net consist of the following: December 31, 2015 December 31, 2014 Accounts receivable $ 21,542 $ 400 Less: Allowance for doubtful accounts (318 ) (105 ) Total accounts receivable, net $ 21,224 $ 295 Provision for bad debts of $213 and $105 was provided for the year ended December 31, 2015 and 2014, respectively. |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | 7. Property and equipment, net Property and equipment, net consist of the following: (In thousands) December 31, 2015 December 31, 2014 Computer and network equipment $ 562 $ 282 Furniture, fixtures and office equipment 544 31 Leasehold improvements 111 — Total cost of property and equipment 1,217 313 Less: accumulated depreciation and amortization (155 ) (12 ) Property and equipment, net $ 1,062 $ 301 Depreciation of property and equipment of $143 and $17 for the years ended December 31, 2015 and 2014, respectively, were recorded in depreciation and amortization account. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | 8. Intangible assets, net Intangible assets other than goodwill consist of the following: (In thousands) Weighted average December 31, 2015 December 31, 2014 Gross amount: Purchased IP and capitalized litigation costs 10 years $ 1,659 $ 461 Software developed for internal use 3-10 years 2,571 341 Developed technology 5 years 10,716 — Customer relationship 7 years 30,875 — Trademarks 20 years 16,357 — Domain names 20 years 191 — Database 10 years 25,052 — Non-competition agreements 5 years 728 — 88,149 802 Accumulated amortization: Purchased IP and capitalized litigation costs (34 ) — Software developed for internal use (50 ) (6 ) Developed technology (133 ) — Customer relationship (272 ) — Trademarks (50 ) — Domain names (1 ) — Database (155 ) — Non-competition agreements (9 ) — (704 ) (6 ) Net intangible assets: Purchased IP and capitalized litigation costs 1,625 461 Software developed for internal use 2,521 335 Developed technology 10,583 — Customer relationship 30,603 — Trademarks 16,307 — Domain names 190 — Database 24,897 — Non-competition agreements 719 — $ 87,445 $ 796 The amount associated with Purchased IP and capitalized litigation costs is 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. The gross amount associated with software developed for internal use mainly represent capitalized costs of internally developed software. The amounts of developed technology, customer relationship, trademarks, domain names, database, and non-competition agreements all represent the fair values of intangible assets acquired as a result of the Fluent Acquisition. Amortization expenses of $698 and $6 were included in depreciation and amortization expenses for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, there were intangible assets of $1,384 and $2,090, included into the gross amounts of Purchased IP and capitalized litigation costs, and software developed for internal use, respectively, that have not started amortization, which would start to amortize when they are put into use. The Company capitalized $3,428 during the year ended December 31, 2015, with $1,198 related to purchased intellectual property litigation costs and $2,230 related to internally developed software. Estimated amortization expenses related to the Company’s intangible assets for 2016 through 2020 and thereafter are $10,282, $10,455, $10,455, $10,455, $10,265 and $35,533, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. As discussed in Note 1, goodwill is tested for impairment on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying value. We performed our annual goodwill impairment tests as of October 1, 2015 and resulted in no impairment of goodwill. Changes in the amount of goodwill for the years ended December 31, 2015 and 2014, are as follows: (In thousands) Balance as of September 21, 2014 (date of inception) $ — Addition as a result of Interactive Data acquisition 5,227 Balance as of December 31, 2014 5,227 Addition as a result of the TBO Merger with Tiger Media 35,472 Write-off of goodwill resulted from the disposal of the Advertising Business (35,472 ) Addition as a result of Fluent acquisition 156,526 Balance as of December 31, 2015 $ 161,753 Impairment of goodwill $ — |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | 10. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: (In thousands) December 31, 2015 December 31, 2014 Liability for employee incentive-based compensation plan $ 4,000 $ — Commission and bonus payable 3,325 — Professional fees payable 823 506 Accrued interest 316 — Others 696 150 Total $ 9,160 $ 656 The liability for employee incentive-based compensation plan represents the deferred payout of employee incentive-based compensation plan assumed upon the acquisition of Fluent, which would be paid one year after the acquisition date. |
Long-term debt, net
Long-term debt, net | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt, net | 11. Long-term debt, net Long-term debt, net, as of December 31, 2015, consist of the following: (In thousands) 12% term loan, due 2020 10% bridge loans, due 2021 Total Principal amount $ 45,000 10,000 $ 55,000 Less: unamortized debt issuance costs 3,729 449 4,178 Add: PIK interest accrued to the principal balance 29 67 96 Long-term debt, net 41,300 9,618 50,918 Less: Current portion of long-term debt 2,250 — 2,250 Long-term debt, net (non-current) $ 39,050 $ 9,618 $ 48,668 There was no long-term debt for the year ended December 31, 2014. Term Loans On December 8, 2015, Fluent became the borrower under the term loan agreement (“Credit Agreement”), among the Company, Fluent Merger Sub, Fluent, Inc., and Fluent Merger Co (now known as Fluent), the persons party thereto from time to time as guarantors, the financial institutions party thereto from time to time as lenders, and Whitehorse Finance, Inc. (the “Agent”), evidencing a term loan in the amount of $45.0 million (“Term Loan”). Fluent’s obligations in respect of the Term Loan are guaranteed by the Company and substantially all of the other direct and indirect subsidiaries of the Company. The obligations of Fluent and the obligations of the guarantors are secured by substantially all of such entities’ assets. The Credit Agreement has a term of five years. The Term Loan accrues interest at LIBOR (with a floor of 0.5%) plus 10.5% per annum, payable in cash, plus an additional 1.0% per annum payable, at Fluent LLC’s election, in-kind paid-in-kind Payments of principal in the amount of $563 each are due on the last day of each quarter during the term of the Credit Agreement, commencing March 31, 2016. Additionally, 50% of excess cash flow of Fluent and its subsidiaries for the immediately preceding fiscal year is required to be paid towards the Term Loan obligations, commencing with the fiscal year ending December 31, 2016. The Credit Agreement provides for certain other customary mandatory prepayments upon certain events. The Credit Agreement provides for certain prepayment premiums during the first 4 years of the Term Loan, provided that the prepayment premiums are not applicable to scheduled payments of principal, the required excess cash flow payments and certain other required prepayments. In connection with the Term Loan, on December 8, 2015, the Company issued to the Agent and its affiliates warrants (the “Whitehorse Warrants”) to purchase, in aggregate, 200,000 shares of Common Shares. The Whitehorse Warrants are exercisable at any time (i) following the date of approval for listing of the Common Share issuable upon exercise of the Whitehorse Warrants on the NYSE MKT and (ii) prior to the 10 year anniversary of the date of issuance of the Whitehorse Warrants at $8.00 per share. If the Company has a public equity offering, certain adjustments are available. The fair value of Whitehorse Warrants of $1,586 was recognized as debt issuance costs. At December 31, 2015, the balance was $1,564. We estimate the fair value of the Whitehorse Warrants on the date of grant using a Black-Scholes Expected term (in years) 10 Risk-free interest rate 2.24 % Expected volatility 114.33 % Expected dividend yield 0.00 % The Credit Agreement contains customary representations and warranties, covenants (including certain financial covenants), and events of default, upon the occurrence of which the Agent may accelerate the obligations under the Credit Agreement. The financial covenants include the requirement that the Company and its subsidiaries attain certain quarterly minimum EBITDA thresholds, Fluent and its subsidiaries attain certain quarterly minimum EBITDA thresholds, Fluent and its subsidiaries meet certain leverage ratios on a quarterly basis, Fluent and its subsidiaries meet certain fixed charge coverage ratios on a quarterly basis, and Fluent and its subsidiaries maintain at all times cash and cash equivalent balances of at least $2.0 million (or such lesser amount agreed to by the Agent), in the aggregate. As of December 31, 2015, the Company was in compliance with the financial covenant requirements. Bridge Loans On December 8, 2015, the Company entered into and consummated the bridge financing (the “Bridge Loans”) with each of Frost Gamma Investment Trust (“Frost Gamma”), Michael Brauser, the Executive Chairman of the Board of Directors, and another investor (the “Bridge Investors”), pursuant to which the Company received a $5.0 million bridge loan from Frost Gamma, $4.0 million from Michael Brauser, and $1.0 million from other investor, for an aggregate bridge financing in the amount of $10.0 million. The Bridge Investors received (i) a promissory note in the principal amount equal to the amount of their respective Bridge Loans, with a rate of interest of 10% per annum, which interest shall be capitalized monthly by adding to the outstanding principal amount of such Bridge Loans, and (ii) a grant of 100 shares of Series B Preferred for each $1.0 million increment of their respective Bridge Loans, with a total of 1,000 shares of Series B Preferred granted (“Bridge Loan Shares”), pursuant to fee letter agreements (the “Fee Letters”),. Each share of Series B Preferred shall automatically convert into 50 shares of Common Share on the Conversion Date, as defined below in Note 13. Under the terms of the Bridge Loans, the Company is required to repay the principal amounts thereof, with all accrued interest thereon, on the date that is six months after the repayment of all amounts due under the Credit Agreement, except that the Company may repay the Bridge Loans earlier from the proceeds of a round of public equity financing. The fair value of Bridge Loan Shares of $413 was calculated by multiplying the closing common stock market price of the Company on December 8, 2015 of $8.45, with the total shares granted, as converted, which was recognized as debt cost, and the unamortized debt cost as of December 31, 2015 was $409. In connection with the Bridge Loans, on December 8, 2015, the Company, Fluent, substantially all of the direct and indirect subsidiaries of the Company, each lender under the Bridge Loans, and the Agent, entered into a Subordination Agreement (the “Subordination Agreement”), pursuant to which the debt under the Bridge Loans was made expressly subordinate to the debt under the Credit Agreement. In addition, the Subordination Agreement restricts the terms of the Bridge Loans, including certain modifications of such terms, and the ability of any lender under the Bridge Notes to take certain actions with respect to the obligations arising under the Bridge Loans. The terms of the Subordination Agreement shall remain in effect until such time that all obligations under the Credit Agreement are paid in full. Maturities Excluding potential additional principal payments due on the Term Loans based on excess cash flows for the immediately preceding fiscal year, as mentioned above, scheduled future maturities of total debts as of December 31, 2015, were as follows: (In thousands) Year 2016 $ 2,250 2017 2,250 2018 2,250 2019 2,250 2020 36,000 2021 and thereafter 10,000 Total maturities 55,000 Add: Accrued PIK interest, added to the principal 96 Less: Unamortized debts issuance costs (4,178 ) Total $ 50,918 Fair value As mentioned above, the Company’s long-term debt outstanding as of December 31, 2015 represented 1) the Term Loan pursuant to a Credit Agreement on December 8, 2015, with interest at LIBOR (with a floor of 0.5%) plus 10.5% per annum, and 2) Bridge Loans pursuant to bridge loan agreements effective December 8, 2015, with a rate of interest of 10% per annum. By considering the short period of the long-term debt being outstanding from December 8, 2015, the effective date, up to December 31, 2015, and the market interest rates, we regard the fair values of the long-term debt approximate their carrying amount as of December 31, 2015. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 12. Income taxes The benefit for income taxes on loss from continuing operations consisted of the following: Year Ended December 31, (In thousands) 2015 2014 Current Federal $ (123 ) $ — State — — (123 ) — Deferred Federal (14,660 ) (167 ) State (1,800 ) — (16,460 ) (167 ) Benefit for income taxes $ (16,583 ) $ (167 ) The Company’s effective income tax benefit differed from the statutory federal income tax rate of 34.0% for the years ended December 31, 2015 and 2014. For the year ended December 31, 2015, this difference is primarily due to state income taxes and one-time contingent earn out costs related to shares issued pursuant to the TBO Merger Agreement. A reconciliation was shown as follows: Year Ended December 31, (In thousands) 2015 2014 Tax on continuing operating loss before income taxes $ (20,117 ) 34.0 % $ (264 ) 34.0 % Non-deductible contingent earn out costs 4,862 -8.2 % — 0.0 % Non-deductible acquisition costs 366 -0.6 % 101 -0.2 % Other permanent differences 185 -0.3 % 3 0.0 % Effect of state taxes (net of federal tax benefit) (1,800 ) 3.0 % (7 ) 0.0 % Others (79 ) 0.1 % — 0.0 % Benefit related to income taxes $ (16,583 ) 28.0 % $ (167 ) 33.8 % Components of deferred income tax consist of the following: (In thousands) December 31, 2015 December 31, 2014 Deferred tax assets: Net operating loss carryforwards $ 4,619 $ 213 Share-base compensation 12,069 — Liability for employee incentive-based compensation plan 1,528 — Accounts receivable 530 38 Accrued expenses and other current liabilities 136 84 Intangible assets — 203 18,882 538 Deferred tax liabilities: Intangible assets as a result of Fluent Acquisition $ 31,743 — Property and equipment 239 84 Prepaid expenses and other current assets 412 — Internal Revenue Code Sec. 481 adjustment 61 84 32,455 168 Net deferred tax liability $ (13,573 ) $ 370 As of December 31, 2015, the Company had federal and state net operating loss carryforwards of $12,610 and $10,651, respectively, which begin to expire in 2034. The Company’s net operating losses may be subject to annual Section 382 limitations due to ownership changes that could impact the future realization. As a result of certain realization requirements of ASC 718, Compensation — Stock Compensation ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management believes, based on all positive and negative evidence, that the deferred tax assets will be fully realized and therefore has not recorded a valuation allowance. In accordance with the provisions of ASC 740 -10, the Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. As of December, 2015, the Company has no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. All of the Company’s income tax filings since inception remain open for tax examinations. |
Common shares, preferred shares
Common shares, preferred shares and warrants | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common shares, preferred shares and warrants | 13. Common shares, preferred shares and warrants Common shares Upon completion of the TBO Merger on March 21, 2015, TBO stockholders received the following (all reflect the 1-for-5 (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 Share (“Company Common Share”), par value $0.0005 per share; (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 the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred”) at closing and 1,800,220 shares of Series A Preferred 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 Series A Preferred; (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 Share; 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 Share at closing and 900,108 shares of Company Common Share subject to an earn out. Marlin Capital Investments, LLC (“Marlin Capital”), a company which Michael Brauser owns 50% and is one of two managers, held Restricted Stock Units (“RSUs”) representing the right to receive 2,000,000 shares of TBO Common Stock. The Company assumed these RSUs upon closing of the TBO Merger and the RSUs represent the right to receive 2,000,000 shares of Company Common Share. 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 a vesting period ranging from 2 to 4 years. 28,000 outstanding TBO warrants were assumed upon the TBO Merger and are exercisable for 28,000 shares of Company Common Stock. In June 2015, 20,122 shares of Company Common Stock were issued as a result of a cashless exercise of the 28,000 warrants. As stated in Note 1(b), for accounting purposes, the Company has been recognized as the accounting acquiree in the TBO Merger described above, with IDI Holdings, formerly known as TBO, 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 stockholders to effect the transaction using the exchange ratio prescribed by the TBO Merger Agreement. Pursuant to (a) – (b) above, the equity structure of IDI Holdings, the accounting acquirer, was restated to reflect the number of Company Common Share and Series A Preferred of 4,965,302 and 6,597,155, respectively, prior to March 21, 2015, As of December 31, 2015 and 2014, the number of issued and outstanding common shares was 15,709,786 and 6,597,155, respectively. The change of number of common shares during the year ended December 31, 2015 was as a result of issuance of the following common shares: • On March 21, 2015, for accounting purpose, 7,291,299 common shares were deemed to be issued to the accounting acquiree as a result of the reverse acquisition. • During the year ended December 31, 2015, an aggregate of 382,300 common shares were issued to certain directors, officers and employees, as a result of the vesting of RSUs. • On July 28, 2015, 1,280,410 shares were issued to an institutional investor as a result of a registered direct offering. Pursuant to the definitive purchase agreement (“July Securities Purchase Agreement”) with an institutional investor on July 24, 2015, the Company sold 1,280,410 shares of its common stock at a per share price of $7.81. The net proceeds to the Company from the offering, after deducting offering costs of $600, were received on July 28, 2015. • During the year ended December 31, 2015, an aggregate of 45,000 shares were issued to four third-party consulting firms, for services to be performed in accordance with contracts. • In December 2015, an aggregate of 93,500 shares of Series A Preferred were converted into the Company’s Common Shares, based on the conversion rate of 1:1. Warrants Pursuant to a concurrent private placement with the July Securities Purchase Agreement, as mentioned above, 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. As mentioned below in Series B Preferred shares Refer to Note 11 for additional disclosure on warrants. Series A Preferred shares As part of the TBO Merger, the Company, as accounting acquiree, issued a total of 4,965,302 shares of Series A Preferred to TBO shareholders. An additional 1,800,220 shares of Company Series A Preferred may be issued subject to an earn-out. Terms of the Company’s Series A Preferred shares are as follows: Conversion. Dividends. Voting Rights. Dissolution, Liquidation or Winding Up. pro rata No Preemptive or Redemption Rights. For the year ended December 31, 2015, a total of 93,500 shares of Series A Preferred were converted into the Company’s common shares immediately before the closing of sales to non-affiliates. Series B Preferred shares For the year ended December 31, 2015, the Company issued a total of 450,962 shares of Series B Preferred to the Sellers of Fluent and certain investors. On November 16, 2015, the Company raised approximately $10.0 million in gross proceeds from the sale of 29,985 shares of the Company’s Series B Preferred and warrants to purchase up to 749,625 shares of the Common Share (the “Securities Purchase Agreements Warrants”) pursuant to securities purchase agreements (the “Securities Purchase Agreements”). On November 16, 2015, the Company entered into a Stock Purchase Agreement with Frost Gamma, providing for the sale of 119,940 shares of Series B Preferred to Frost Gamma, in exchange for $40.0 million (the “FGIT Stock Purchase Agreement”). As mentioned in Note 11 – Long-term debt, net, pursuant to the Bridge Loans agreement on December 8, 2015, related investors were granted a total of 1,000 shares of Series B Preferred. The fair value of such Series B Preferred as of grant date was $413. Refer to Note 11 for details. As discussed in Note 1 (b) and Note 4, on December 8, 2015, the Company acquired Fluent pursuant to the Fluent Merger Agreement, a total of 300,037 shares of Series B Preferred were issued to the Sellers as part of the acquisition consideration. Terms of the Company’s Series B Preferred shares are as follows: Dividends, Redemption Voting Rights Liquidation Conversion non-assessable On February 22, 2016, the Company’s Series B Preferred, 450,962 shares in total, automatically converted into 22,548,100 shares of the Company’s Common Share, by multiplying each such share of Series B Preferred being converted by 50. |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based payments | 14. Share-based payments As of December 31, 2015, the Company maintains two share-based incentive plans. The 2008 Share Incentive Plan (the “2008 Plan”) was carried forward as a result of the reverse acquisition effective on March 21, 2015, with 136,068 shares of common share reserved for issuance as of March 21, 2015. On April 27, 2015, the Board of Directors 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 2015 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. On November 16, 2015, the Board of Directors and the Compensation Committee of the Board approved the increase of the number of shares of Common Stock authorized for issuance as awards under the Company’s 2015 Stock Incentive Plan, as amended (the “2015 Plan Amendment”), to 12,500,000, provided that the increase in the number of shares of Common Stock available under the 2015 Plan Amended will be subject to stockholder approval of such issuance at the Company’s next Annual Meeting of Stockholders in accordance with the rules of the NYSE MKT LLC (the “Stockholder Approval”). As of December 31, 2015, there were 70,568 and 6,699,000 shares of common share reserved for issuance under the 2008 Plan and the 2015 Plan Amended, respectively. The 2015 Plan Amendment is subject to the Stockholder Approval. Non-plan share-based payments Outside of the 2008 Plan and 2015 Plan, as amended, 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 of the TBO Merger and the RSUs represent the right to receive 2,000,000 shares of Company Common Share. 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 and President, were also assumed by the Company and represent the right to receive 960,000 shares of Company Common Share, with a vesting period ranging from 2 to 4 years. Refer to details in Note (13) above. As of December 31, 2015, we believed it would be probable that the performance goals specified under the Marlin Capital agreement would be met in the future, and recognized the share-based compensation expenses by $1,512 for the year ended December 31, 2015. Outside of the 2008 Plan and 2015 Plan, effective November 16, 2015, the Company entered into an employment agreement with Michael Brauser (the “Michael Brauser Employment Agreement”) relating to his service as Executive Chairman of the Board of Directors, pursuant to which, Michael Brauser will receive an annual base salary of $25,000 payable in accordance with the Company’s general payroll practices and 5.0 million RSUs representing the right to receive 5.0 million shares of Common Share, provided that the issuance of shares of Common Share underlying the RSUs is subject to Stockholder Approval. The RSUs vest ratably over a four year period; provided, however, that no portion of the restricted stock units shall vest unless and until the Company has, for any fiscal year in which the restricted stock units are outstanding, gross revenue determined in accordance with the Company’s audited financial statements in excess of $100.0 million for such fiscal year and positive earnings before income tax, interests, depreciation and amortization (“EBITDA”) (as determined based on the Company’s audited financial statements) for such fiscal year, after subtracting all charges for equity compensation paid to executives or other service providers to the Company (collectively, the “Vesting Conditions”). Such RSUs vest in full upon a Company change in control, termination of Michael Brauser without cause, termination by Michael Brauser for good reason, or Michael Brauser’s death or disability. The Company concluded that it would be probable that the Vesting Conditions would be met. Outside of the 2008 Plan and 2015 Plan, on December 8, 2015, at the time of Phillip Frost’s joining the Board of Directors of the Company as Executive Vice Chairman, Frost Gamma received a grant of 3,000,000 RSUs, provided that the issuance of shares of Common Share underlying such RSUs is subject to the Stockholder Approval. These grants were fully vested on December 8, 2015. The Company determined the Board of Directors approval date to be the grant date and amortize the share-based compensation expenses beginning from the grant date. Share options Details of share options activity during the years ended December 31, 2015 and 2014 were as follows: Number of Weighted average Weighted Aggregate (1) Balance as of January 1, 2015 — $ — — $ — Additions as a result of the reverse acquisition 407,000 $ 9.21 Granted 85,000 $ 10.39 Forfeited (30,000 ) $ 7.85 Balance as of December 31, 2015 462,000 $ 9.52 5.3 years $ — Options exercisable as of December 31, 2015 365,334 $ 9.35 4.6 years (1) The aggregate intrinsic value amounts in the table above represent the difference between the closing price of IDI’s common share on December 31, 2015 of $7.34 and the exercise price, multiplied by the number of stock options as of the same date. The unvested balance of options were shown below for the year ended December 31, 2015: Number of Weighted average Weighted Unvested as of January 1, 2015 — $ — — Additions as a result of the reverse acquisition 63,334 $ 6.82 Granted 85,000 $ 10.39 Vested (11,667 ) $ 8.10 Forfeited (10,000 ) $ 7.85 Unvested as of December 31, 2015 126,667 $ 9.02 8.1 years Detail information for the share options granted or added during the year ended December 31, 2015 was shown below: • On March 21, 2015, as a result of the reverse acquisition, a total of outstanding options of Tiger Media, with a vesting period ranging from 1 to 3 years, were carried forward. • On June 23, 2015, a total of 25,000 share options were granted to an employee with a vesting period of 4 years; • On November 16, 2015, a total of 60,000 share options were granted to three employees with a vesting period of 4 years. We estimate the fair value of each stock option on the date of grant using a Black-Scholes option-pricing model 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, for the year ended December 31, 2015: Expected term (in years) 4 Risk-free interest rate 1.57% - 1.66% Expected volatility 20.97% - 128.66% Expected dividend yield 0.00% The total fair value of all share options granted during the year ended December 31, 2015 was $624. Compensation expense recognized from employee stock options for the years ended December 31, 2015 and 2014 was $28 and $0, respectively, which was recognized in general and administrative expenses and discontinued operations in the consolidated statements of operations. As of December 31, 2015, unrecognized share-based compensation cost in respect of granted share options amounted to $601. Restricted stock units Details of restricted stock unit activity during the years ended December 31, 2015 and 2014 were as follows: Number of units Weighted average grant-date fair value Unvested as of September 22, 2014 (date of inception) — $ — Granted 2,960,000 2.00 Unvested as of December 31, 2014 2,960,000 2.00 Additions as a result of the reverse acquisition (1) 416,800 4.81 Granted (2) 13,890,500 9.16 Vested and delivered (382,300 ) 5.55 Vested not delivered (3,085,000 ) 8.36 Forfeited (79,000 ) 5.78 Unvested as of December 31, 2015 13,721,000 $ 7.35 (1) The 416,800 RSUs were as a result of the reverse acquisition, which were granted to certain directors and employees prior to the TBO Merger, with a verting period ranging from 6 months to 4 years. (2) Among the total grants in 2015, 12,312,000 shares, with weighted average grant-date fair value of $9.48, are subject to the Stockholder Approval. Among the 12,312,000 shares, 3,000,000 shares were granted to Frost Gamma, and were vested fully on the grant date, and the remaining shares have a vesting period ranging from 3 to 4 years. For accounting purposes, the grant date was determined to be in 2015, as the Company concluded the Stockholder Approval was perfunctory. The Company recognized compensation cost (included in sales and marketing expenses, general and administrative expenses, and discontinued operations in the consolidated statements of operations, and intangible assets in the consolidated balance sheets) for these restricted stock units of $34,513 and $23 for the years ended December 31, 2015 and 2014, respectively. The fair value of the restricted stock 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 common share on the grant date. As of December 31, 2015, unrecognized share-based compensation cost in respect of granted restricted stock units amounted to $100,864 that are expected to be recognized over a weighted average period of 1.7 years. The share-based compensation expenses for the share options and RSUs were allocated to the following accounts in the consolidated financial statement for the years ended December 31, 2015 and 2014: Year Ended December 31, (In thousands) 2015 2014 Sales and marketing expenses $ 310 $ — General and administrative expenses 33,404 23 Discontinued operations 456 — Capitalized in intangible assets 363 — Total $ 34,533 $ 23 |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment information | 15. Segment information We currently manage our operations in two reportable segments, Information Services and Performance Marketing. The segments reflect the way the Company evaluates its business performance and manages its operations. As of December 31, 2015, the Company has disposed of all assets and liabilities related to its Advertising Business and related results of operations has been recognized as discontinued operations, therefore, no information is presented here. As all revenue is generated in the United States, no geographic information is presented. Information regarding our information services and performance marketing are as follows: Year Ended December 31, (In thousands) 2015 (1) 2014 (2) Revenue: Information services $ 6,413 $ 817 Performance marketing 7,678 — 14,091 817 Loss from operations: Information services $ (43,824 ) $ (777 ) Performance marketing (576 ) — (44,400 ) (777 ) Depreciation and amortization: Information services $ 481 $ 17 Performance marketing 360 — 841 17 Assets: Information services $ 102,582 $ 13,315 Performance marketing 186,610 — 289,192 13,315 Intangible assets, net: Information services $ 42,951 $ 796 Performance marketing 44,494 — 87,445 796 Goodwill: Information services $ 42,623 $ 5,227 Performance marketing 119,130 — 161,753 5,227 Capital expenditure: Information services $ 3,977 $ 298 Performance marketing — — 3,977 298 The Company does not allocate interest expense nor income taxes to their segments. (1) As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent’s financial data from December 9, 2015 through December 31, 2015. (2) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | 16. Related party transactions (a) Related party transactions For the years ended December 31, 2015 and 2014, material related party transactions were as follows: Interest in the TBO Merger — Frost Gamma Investments Trust Before the TBO Merger, but after giving effect to the Reverse Split, 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 of TBO Merger, 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 Share subject to an earn out. As a result, following the TBO Merger, Frost Gamma owned 34.6% of Company Common Share at closing and 38.6% of Company Common Share assuming the Common Earn Out Shares are earned. In connection with approving the TBO Merger and the related transactions, the Board of Directors of IDI and its Audit Committee reviewed and considered Frost Gamma’s interest in such transactions. Phillip Frost, M.D As mentioned in Note 15 above, on December 8, 2015, Phillip Frost, M.D., was appointed as a director of the Company to fill the Board seat vacated by Daniel Brauser, and was named Executive Vice Chairman of the Board. At the time of his joining the Board of Directors as Executive Vice Chairman, Frost Gamma, received a grant of 3,000,000 RSUs, subject to the Stockholder Approval. Financing — Frost Gamma Investments Trust As part of the Securities Purchase Agreements mentioned in Note 15 above, on November 16, 2015, approximately $7.0 million of gross proceeds was raised pursuant to a Securities Purchase Agreement (the “FGIT Securities Purchase Agreement”) between the Company and Frost Gamma. Frost Gamma received (i) 20,990 shares of Series B Preferred and (ii) warrants to purchase up to 524,750 shares of the Company’s common share, with an exercise price of $6.67 per share. On November 16, 2015, the Company entered into the Stock Purchase Agreement with Frost Gamma providing for the sale of 119,940 shares of Series B Preferred to Frost Gamma, in exchange for $40.0 million (the “FGIT Stock Purchase Agreement”). Each share of Series B Preferred will automatically convert into 50 shares of Common Stock, on the Conversion Date. The sale was completed in connection with the Fluent Acquisition on December 8, 2015. On December 8, 2015, the Company entered into and consummated the Bridge Loans with each of Frost Gamma, Michael Brauser, and another investor, pursuant to which the Company received a $5.0 million bridge loan from Frost Gamma, a $4.0 million bridge loan from Michael Brauser, and a $1.0 million bridge loan from such other investor, for aggregate bridge financing in the amount of $10.0 million. Refer to details discussed in Note 12 – Long-term Debts, net. Bridge Loan — Michael Brauser As mentioned in Financing - Frost Gamma Investments Trust, on December 8, 2015, the Company entered into and consummated the Bridge Loan with Michael Brauser, pursuant to which, the Company received $4.0 million from Michael Brauser. Business Consulting Agreement — Marlin Capital Investments, LLC On October 13, 2014, IDI Holdings entered into a business consulting services agreement with Marlin Capital for a term of four 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 TBO 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. As mentioned in Note 14 above, as of December 31, 2015, the Company recognized share-based compensation expenses of $1,512 for the year ended December 31, 2015. Others Effective on August 1, 2015, IDI entered into a consulting agreement with DAB Management Group Inc. (“DAB”) for DAB to provide consulting services related to business development, future acquisition and strategic transactions for a term of six months, and shall automatically renew for additional six-month periods, unless either party provides written notice to the other of its intent not to renew not fewer than 30 days prior to the expiration of the then current term (the “DAB Agreement”). DAB is owned by Daniel Brauser, one of the Company’s related parties. Under the DAB Agreement, the consulting service fee is $20 per month. A total of consulting service fee of $100 was paid for the year ended December 31, 2015. Beginning in June 2015, the Company began paying monthly rental payments of $5 on behalf of Grander Holdings, Inc, an entity owned by the Company’s Executive Chairman, for a portion of its office lease at 4400 Biscayne Blvd, Miami, Florida 33137, to Frost Real Estate Holdings, LLC, an entity controlled by Dr. Phillip Frost, a significant shareholder in the Company. The office is occupied by the Company’s Executive Chairman, as well as corporate and administrative personnel to conduct the Company-related business. The Company recognized rental fees of $35 in total for the year ended December 31, 2015. In October 2015, the Company entered into a Non-Exclusive Aircraft Dry Lease Agreement with Brauser Aviation, LLC, an affiliated entity of our Executive Chairman, to pay a set hourly rate for Company-related usage of the aircraft. The Company recognized aircraft lease fee of $94 in total for the year ended December 31, 2015. Fluent has a vendor agreement with OnBlaze LLC ("OnBlaze") , a related party of the Company. For the year ended December 31, 2015, Fluent paid $13 for the media services provided by OnBlaze. (b) Amounts due to related parties Note December 31, 2015 December 31, 2014 Payables for income taxes (i) $ — $ 52 Payable for Purchased IP (ii) — 250 $ — $ 302 Notes: (i) Represents payable to two shareholders for prepaid income taxes. (ii) Represents payable to a shareholder/employee for the Purchased IP. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 17. Commitments and contingencies (a) Operating lease commitments The Company recorded rental expenses of $365 and $11 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, future minimum rental payments under non-cancellable operating leases having initial or remaining lease terms of more than one year are as follows: (In thousands) Year December 31, 2015 2016 $ 879 2017 758 2018 229 2019 207 2020 213 2021 and thereafter 408 $ 2,694 (b) Capital commitment The Company incurred data costs of $924 and $41 for the years ended December 31, 2015 and 2014, respectively, under certain non-cancellable data licensing agreements. As of December 31, 2015, material capital commitments under non-cancellable data licensing agreements of our Information Service segment were $11,414, shown as follows: (In thousands) Year December 31, 2015 2016 $ 2,433 2017 2,798 2018 2,663 2019 2,270 2020 1,250 2021 and thereafter — $ 11,414 (c) Employment agreements We have employment agreements with certain executives, mainly including our executive chairman, chief executive officer, president and chief operating officer, etc., which provide for compensation and certain other benefits and for severance payments under certain circumstances. (d) Contingency 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. Accordingly, no provision was made for any claims as of December 31, 2015 and 2014. Legal fees associated with such legal proceedings, are expensed as incurred, or capitalized as discussed in Note 9. The amount capitalized is disclosed in Note 8. On October 27, 2014, TransUnion Risk and Alternative Data Solutions, Inc. (“TRADS”) filed a Complaint for Declaratory Judgment against Interactive Data, among other parties, in the U.S. Bankruptcy Court, Southern District of Florida, regarding a dispute over ownership of certain intellectual property purchased by TBO, the Purchased IP, from Ole Poulsen, the Company’s Chief Science Officer. TRADS has since dropped Interactive Data as a party, and added TBO and Ole Poulsen. On June 10, 2015, over TRADS’ objections, the court granted TBO’s motion to expand the scope of discovery to include, among other things, whether TRADS is a good faith purchaser of any of the Purchased IP, free of any fraud or misconduct by or on behalf of TRADS, and whether there was a fraud on the court by TRADS. On February 22, 2016, TBO and Mr. Poulsen filed a motion for summary judgment seeking judgment in their favor on all claims based upon, among other things, TRADS having committed a fraud on the court. Briefing on that motion will be completed on April 8, 2016. Trial is scheduled to begin May 16, 2016. As of the date of this report, this case is ongoing. On October 23, 2014, TRADS filed a Complaint and Motion for Temporary Injunction, in the Fifteenth Judicial Circuit Court in and for Palm Beach County, Florida, against James Reilly, President and Chief Operating Officer of the Company, seeking relief for alleged violation of a noncompetition agreement. On February 5, 2015, after the presentation of TRADS’ case, the court denied TRADS’ motion for a temporary injunction to prohibit Mr. Reilly from continuing employment with TBO. TRADS appealed that order, and on December 2, 2015, the Fourth District Court of Appeal reversed the order denying the temporary injunction and remanded for Mr. Reilly to present his case opposing the preliminary injunction. Mr. Reilly has appealed that order to the Supreme Court of Florida. The Supreme Court of Florida has not yet decided if it will accept jurisdiction of the appeal. A calendar call is scheduled in the case on March 18, 2016 to set a hearing date on TRADS’ motion for temporary injunction. As of the date of this report, this case is ongoing. On November 26, 2014, TRADS filed a Complaint and Motion for Preliminary Injunction, in the United States District Court, Southern District of Florida, against Daniel MacLachlan, former Chief Financial Officer and Treasurer of TBO, seeking relief for alleged violation of a noncompetition agreement. On February 10, 2015, the court granted TRADS’ motion for preliminary injunction against Mr. MacLachlan’s continued employment with TBO. That preliminary ruling was appealed and, on August 27, 2015, the appellate court vacated the injunction and remanded the case to the lower court for reconsideration. On October 29, 2015, the lower court reinstated the injunction through February 10, 2016. The preliminary injunction has now expired, and Mr. MacLachlan resumed performing services for the Company on February 11, 2016. On February 22, 2016, Mr. MacLachlan filed a motion for partial summary judgment seeking judgment in his favor on both of TRADS’ claims. Briefing on that motion is not yet complete. On March 15, 2016, the court dismissed TRADS’ claim for injunctive relief as moot, pursuant to a joint stipulation of the parties. As of the date of this report, this case is ongoing. On July 28, 2015, TRADS filed a Complaint and Motion for Preliminary Injunction in the United States District Court, Southern District of Florida, against Surya Challa, Vice President of Technology of TBO, seeking relief for an alleged violation of a noncompetition agreement. The hearing on TRADS’ Motion for Preliminary Injunction was held on February 19, 2016. The court has not yet issued a ruling on that motion. As of the date of this report, this case is ongoing. In addition to the foregoing, we may be involved in litigation from time to time in the ordinary course of business. We do not believe that the ultimate resolution of any such matters will have a material adverse effect on our business, financial condition or results of operations. However, the results of such matters cannot be predicted with certainty and we cannot assure you that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on our business, financial condition and results of operations. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial data (unaudited) | 18. Quarterly financial data (unaudited) The quarterly financial data (unaudited) for the years ended December 31, 2015 and 2014 consist of the following: Three Months Ended (In thousands, except share data) December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 Statements of Operations: Revenue $ 10,837 $ 1,002 $ 994 $ 1,258 Gross profit $ 2,328 $ 236 $ 570 $ 704 Loss from operations $ (34,598 ) $ (4,523 ) $ (3,716 ) $ (1,563 ) Net loss from continuing operations $ (32,639 ) $ (4,402 ) $ (3,981 ) $ (1,563 ) Net loss from discontinued operations attributable to IDI $ — $ (387 ) $ (41,489 ) $ (74 ) Net loss attributable to IDI $ (32,639 ) $ (4,789 ) $ (45,470 ) $ (1,637 ) Basic and diluted loss per share Continuing operations $ (2.09 ) $ (0.29 ) $ (0.29 ) $ (0.21 ) Discontinued operations — (0.03 ) (2.99 ) (0.01 ) $ (2.09 ) $ (0.32 ) $ (3.28 ) $ (0.22 ) Three Months Ended (In thousands, except share data) December 31, 2014 September 30, 2014 (1) Statements of Operations: Revenue $ 817 $ — Gross profit $ 480 $ — Loss from operations $ (761 ) $ (16 ) Net loss from continuing operations $ (578 ) $ (32 ) Net loss from discontinued operations attributable to IDI $ — $ — Net loss attributable to IDI $ (578 ) $ (32 ) Basic and diluted loss per share Continuing operations $ (0.15 ) $ (0.03 ) Discontinued operations — — $ (0.15 ) $ (0.03 ) (1) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the three months ended September 30, 2014 were from September 22, 2014, the date of inception through September 30, 2014. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | 19. Subsequent events The Company has evaluated all events and transactions after December 31, 2015 through the date these financial statements were issued. The following material matters have occurred through March 18, 2016. On February 22, 2016, pursuant to terms of the Company’s Series B Preferred, each share of Series B Preferred has automatically converted into the Company’s Common Stock. As a result, on February 22, 2016, the Company’s Series B Preferred, 450,962 shares in total, automatically converted into 22,548,100 shares of the Company’s Common Share, by multiplying each such share of Series B Preferred being converted by 50. On March 11, 2016, the Company issued 1,800,220 shares (the “Series A Earn-Out Shares”) of the Company’s Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred”) and 900,108 shares (the “Common Earn-Out Shares,” and together with Series A Earn-Out Shares, the “Earn-Out Shares”) of the Company’s Common Stock, which shares represent “earn-out” consideration paid in accordance with the TBO Merger, upon a determination by the Board of Directors that certain financial targets had been achieved as set forth in the Merger Agreement and Plan of Reorganization governing the TBO Merger. The issuance of the Earn-Out Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) in accordance with Section 4(a)(2) of the 1933 Act. On March 11, 2016, the Company amended the Certificate of Designations of the Series A Preferred to provide for the conversion of the Series A Preferred into Common Stock of the Company on a one-for-one basis. Previously, the Series A Preferred were convertible in connection with a sale of any such shares to a non-affiliate of the Company. As a result, on March 11, 2016, a total of 5,719,822 outstanding shares of Series A Preferred converted into an equal number of shares of the Company’s Common Stock (the “Conversion Shares”). Effective March 11, 2016, the Board of Directors approved the issuance of an aggregate of 1,069,728 shares the (“Exchange Shares”) of Common Stock in exchange for warrants to purchase shares of Common Stock previously issued to four stockholders of the Company, including Frost Gamma. No additional consideration was paid by the stockholders and the warrants were cancelled. As of March 17, 2016 an aggregate of 149,925 Exchange Shares have been issued. In addition to the foregoing issuances, on March 9, 2016, the Board of Directors approved the issuance of up to 12,000 restricted shares of Common Share (the “Vendor Shares”) to a vendor of the Company as additional consideration for services rendered. The Vendor Shares vest in twelve equal monthly installments. The issuance of the Vendor Shares is exempt from the registration requirements of the 1933 Act in accordance with Section 4(a)(2) of the 1933 Act. Following the conversion of the Series A Preferred and the issuance of the Exchange Shares and Vendor Shares, the Company will have approximately 46.9 million shares of Common Stock outstanding. |
Summary of significant accoun28
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of preparation and liquidity | (a) Basis of preparation and liquidity The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company reported net loss of $42,585 and $610 from continuing operations, net loss of $41,950 and $0 from discontinued operations for the years ended December 31, 2015 and 2014, respectively, and net cash used in operating activities of $10,673 and $474 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, the Company had an accumulated deficit of $85,145. As of December 31, 2015, the Company had available cash of approximately $13.5 million, an increase of $7.5 million, or 125%, from $6.0 million as of December 31, 2014. Based on projections of growth in revenue and operating results in the coming year, the Company believes that it will have sufficient cash resources to finance its operations and expected capital expenditures for the next twelve months. 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 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 of property and equipment and intangible assets, recoverability of the carrying amount of property and equipment, goodwill and intangible assets, valuation of assets and liabilities acquired in a business combination, 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. |
Cash and cash equivalents | (c) 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 Company’s cash and bank deposits were held in major financial institutions located in the United States, which management believes have high credit ratings. The cash and bank deposits held in the United States, denominated in USD, amounted to $13,462 and $5,996 as of December 31, 2015 and 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 United States banks in excess of the $250 thousand dollar US Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of the financial institutions to mitigate this risk. |
Accounts receivable | (d) Accounts receivable Accounts receivable are due from customers and are generally unsecured, which consist of amounts earned but not yet collected. None of the Company’s accounts receivable bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the Company’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 Company does not have any off-balance-sheet credit exposure related to its customers. The amount of the allowance for doubtful accounts was $318 and $105 as of December 31, 2015 and 2014, respectively. |
Property and equipment | (e) 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. Property and equipment are depreciated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. 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 Leasehold improvements 4-7 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. |
Business combination | (f) Business combination The Company record the acquisitions pursuant to ASC 805 – Business Combinations. We allocate the fair value of purchased consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired intangible assets, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Intangible assets other than goodwill | (g) Intangible assets other than goodwill The Company’s intangible assets are initially recorded at the capitalized actual costs incurred, their acquisition cost, or fair value if acquired as part of a business combination, and 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 Company. The Company’s intangible assets represent purchased intellectual property and related litigation costs, software developed for internal use, customer relationship, trademarks, domain names, database and non-competition agreement, including those resulted from the acquisitions. Intangible assets have an estimated useful lives of 3-20 years. In accordance with ASC Topic 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 December 31, 2015, the goodwill balance relates to the October 2, 2014 acquisition of Interactive Data by IDI Holdings, and the Fluent Acquisition effective on December 8, 2015. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other” On October 1, 2015, we performed a quantitative Step One assessment. A quantitative Step One assessment involved determining the fair value of each reporting unit using market participant assumptions. If we believe that the carrying value of a reporting unit with goodwill exceeds its estimated fair value, we will perform a quantitative Step Two assessment. Step Two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. The results of our Step One assessment proved that the estimated fair value of the Company exceed its carrying value, and therefore a Step Two assessment was not performed. We concluded that goodwill was not impaired as of December 31, 2015 and 2014. For purposes of reviewing impairment and the recoverability of goodwill, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values. |
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 ASC Topic 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. We concluded that there was no impairment on our long-lived assets as of December 31, 2015 and 2014. |
Fair value of financial instruments | (j) Fair value of financial instruments ASC Topic 820, “Fair Value Measurements and Disclosures” 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 Company’s cash and cash equivalents, receivables and payables, including the current portion of long-term debt approximate their carrying amount because of the short-term nature of these instruments. The long-term debt outstanding as of December 31, 2015 represented the term loan and bridge loans on December 8, 2015. As analysed in Note 11, we regard the fair value of the long-term debt to approximate their carrying amounts as of December 31, 2015. Refer to Note 11 for the analysis of long-term debt. |
Revenue recognition | (k) Revenue recognition The Company provides information services and performance marketing services, and 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. Information services revenue is generated from the risk management industry and consumer marketing industry. Information service revenue generated from the risk management industry 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 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. Information service revenue generated from consumer marketing industry is generally recognized when the leads are delivered, in accordance with terms detailed in the agreements. These terms typically call for a transactional unit price per lead delivered based on predefined qualifying conditions (most significant, each user must be validated). Additional revenues are generated through revenue-sharing agreements with marketers who email offers to users provided by the Company from its owned and operated sites. Performance marketing revenue is recognized when the conversions are generated based on predefined user actions (for example, a click, a registration, an app install or a coupon print) subject to certain qualifying conditions (most significant, each user must be validated), in accordance with terms detailed in advertiser agreements and/or the attendant insertion orders. These terms typically call for a specific transactional unit price per conversion generated. These leads and user actions mentioned above are tracked in real time by the Company’s systems, reported, recorded, and regularly reconciled against advertiser data either in real time or at various contractually defined periods, whereupon the number of qualified leads during such specified period are finalized and adjustments, if any, to revenue are made. Costs associated with separately priced customer service contracts are expensed as incurred. 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. As of December 31, 2015, deferred revenue totaled $783, all of which is expected to be realized in 2016. |
Cost of revenues (exclusive of depreciation and amortization) | (l) Cost of revenues (exclusive of depreciation and amortization) Cost of revenues, consist primarily of data acquisition costs, media costs paid to publishers and other 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 $388 and $38 for the years ended December 31, 2015 and 2014, respectively. |
Share-based payments | (n) Share-based payments The Company 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 Topic 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 Company applies ASC Topic 740, “ Income Taxes” |
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 Company has two operating segments, Information Services and Performance Marketing, 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 Company to significant concentration of credit risk primarily consist of cash and cash equivalents, and accounts receivable. As of December 31, 2015 and 2014, all of the Company’s cash and cash equivalents were deposited in financial institutions located in the United States, 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 Company performs on its customers and its ongoing monitoring process of outstanding balances. Concentration of Customers During the year ended December 31, 2015, the Company recognized revenue from one major customer, accounting for 14% of the total revenue. Such customer, however, manages the ad platforms of leading search engines and represents a consortium of advertisers, which limits overall concentration risk. During the year ended December 31, 2014, there was no individual customer that accounted for more than 10% of the total revenue. As of December 31, 2015, the same customer as mentioned above, accounted for 17% of the Company’s accounts receivable, while no customer accounted for more than 10% of the Company’s accounts receivable as of December 31, 2014. Concentration of Suppliers One media supplier accounted for 11% of the total cost of revenues during the year ended December 31, 2015. Four data suppliers accounted for 30%, 19%, 11% and 11% of the total cost of revenues during the years ended December 31, 2014. As of December 31, 2015, two media suppliers accounted for 16% and 12% of the Company’s total trade accounts payable, while as of December 31, 2014, four data suppliers accounted for 40%, 22%, 15% and 14% of the Company’s total trade accounts payable. |
Recently issued accounting standards | (t) Recently issued accounting standards In May 2014, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606)” In June 2014, FASB issued ASU No. 2014-12 (“ASU 2014-12”), “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) In August 2014, FASB issued ASU No. 2014-15 (“ASU 2014-15”), “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In January 2015, FASB issued ASU No. 2015-01 (“ASU 2015-01”), “ Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, FASB issued ASU No. 2015-02 (“ASU 2015-02”), “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. In April 2015, FASB issued ASU No. 2015-03 (“ASU 2015-03”), “ Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” In September 2015, FASB issued ASU No. 2015-16 (“ASU 2015-16”), “ Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued Accounting Standards Update No. 2015-17 (“ASU 2015-17”), “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes Except for the ASUs above, for the year ended December 31, 2015, other ASUs are not expected to have a material impact on the consolidated financial statements upon adoption. |
Summary of significant accoun29
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 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 Leasehold improvements 4-7 years |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The information related to basic and diluted loss per share is as follows: (In thousands) Year Ended December 31, 2015 2014 (1) Numerator: Net loss from continuing operations $ (42,585 ) $ (610 ) Net loss from discontinued operations attributable to IDI (41,950 ) — Net loss $ (84,535 ) $ (610 ) Denominator: Weighted average shares outstanding - Basic and diluted 13,036,082 4,501,041 Loss per share: (2) Basic and diluted: Continuing operations $ (3.27 ) $ (0.14 ) Discontinued operations (3.22 ) — $ (6.48 ) $ (0.14 ) (1) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative financial figures for the year ended December 31, 2014 were from September 22, 2014, the date of inception, through December 31, 2014. (2) Earnings per share tables may contain summation differences due to rounding. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Pro Forma Disclosure for Acquisition | The following table includes the pro forma results for the years ended December 31, 2015 and 2014 of the combined companies as though the acquisition had been completed as of the beginning of the periods presented. Pro forma (unaudited) Year Ended December 31, (In thousands) 2015 2014 (1) Revenue $ 148,863 $ 19,508 Loss from continuing operations $ (59,739 ) $ (35,403 ) Net loss $ (87,575 ) $ (24,669 ) Basic and diluted loss per share $ (6.72 ) $ (5.48 ) (1) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the combined comparative pro forma figures of both IDI and Fluent in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Fluent Acquisition [Member] | |
Summary of Purchase Price Allocation | The following table summarizes the preliminary 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 Fluent (the legal and accounting acquiree) at the Effective Date. (In thousands) Assets acquired: Cash and cash equivalents $ 6,013 Accounts receivable 20,250 Prepaid expenses and other current assets 691 Property and equipment 242 Intangible assets: Customer relationship 30,875 Trademarks 16,357 Domain names 191 Developed technology 10,716 Database 25,052 Non-competition agreements 728 Total intangible assets 83,919 Other non-current assets 763 Deferred tax assets 1,868 113,746 Liabilities assumed: Accounts payable and accrued expenses 10,792 Liability for employee incentive-based compensation plan 4,000 Deferred revenue 314 Deferred tax liabilities 32,111 47,217 Goodwill 156,526 Total consideration $ 223,055 Including: Cash consideration $ 99,289 Fair value of Series B Preferred issued 123,766 Total consideration $ 223,055 |
Pro Forma Disclosure for Acquisition | The financial data of Fluent for the period from December 9, 2015 through December 31, 2015 is presented below: (In thousands) Period from December 9, 2015 Revenue $ 10,089 Loss from continuing operations $ (190 ) Net loss $ (589 ) |
Tiger Media [Member] | |
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, net 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 |
Interactive Data [Member] | |
Summary of Purchase Price Allocation | The purchase price allocation is summarized as follows: (In thousands) Assets acquired: Working capital, net $ 426 Property and equipment, net 229 Intangible assets, net 339 Deferred tax assets 99 Goodwill 5,227 Total consideration $ 6,320 |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2015. (In thousands) Year Ended Revenue $ 218 Pretax loss from operations of discontinued operations $ (1,236 ) Pretax loss on disposal of discontinued operations (41,095 ) Income tax expenses 127 Less: Non-controlling interests (508 ) Net loss from discontinued operations $ (41,950 ) |
Schedule of Gain (Loss) on Disposal Activity | Included in the net loss from discontinued operations, the Company recorded a loss on disposal of the Advertising Business of $41,095 for the year ended December 31, 2015, the majority of which are non-cash charges, pursuant to the following: (In thousands) Year Ended Write-off of goodwill $ (35,472 ) Write-off of intangible assets (4,080 ) Write-off of long-term deferred assets (517 ) Lease agreements early termination compensation expenses (1,211 ) Employee severance compensation expenses (191 ) Gain on write-off of acquisition consideration payable 463 Loss on disposal of equity interests (87 ) Loss on disposal of discontinued operations $ (41,095 ) |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts receivable, net | Accounts receivable, net consist of the following: December 31, 2015 December 31, 2014 Accounts receivable $ 21,542 $ 400 Less: Allowance for doubtful accounts (318 ) (105 ) Total accounts receivable, net $ 21,224 $ 295 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consist of the following: (In thousands) December 31, 2015 December 31, 2014 Computer and network equipment $ 562 $ 282 Furniture, fixtures and office equipment 544 31 Leasehold improvements 111 — Total cost of property and equipment 1,217 313 Less: accumulated depreciation and amortization (155 ) (12 ) Property and equipment, net $ 1,062 $ 301 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consist of the following: (In thousands) Weighted average December 31, 2015 December 31, 2014 Gross amount: Purchased IP and capitalized litigation costs 10 years $ 1,659 $ 461 Software developed for internal use 3-10 years 2,571 341 Developed technology 5 years 10,716 — Customer relationship 7 years 30,875 — Trademarks 20 years 16,357 — Domain names 20 years 191 — Database 10 years 25,052 — Non-competition agreements 5 years 728 — 88,149 802 Accumulated amortization: Purchased IP and capitalized litigation costs (34 ) — Software developed for internal use (50 ) (6 ) Developed technology (133 ) — Customer relationship (272 ) — Trademarks (50 ) — Domain names (1 ) — Database (155 ) — Non-competition agreements (9 ) — (704 ) (6 ) Net intangible assets: Purchased IP and capitalized litigation costs 1,625 461 Software developed for internal use 2,521 335 Developed technology 10,583 — Customer relationship 30,603 — Trademarks 16,307 — Domain names 190 — Database 24,897 — Non-competition agreements 719 — $ 87,445 $ 796 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Change in Amount of Goodwill | Changes in the amount of goodwill for the years ended December 31, 2015 and 2014, are as follows: (In thousands) Balance as of September 21, 2014 (date of inception) $ — Addition as a result of Interactive Data acquisition 5,227 Balance as of December 31, 2014 5,227 Addition as a result of the TBO Merger with Tiger Media 35,472 Write-off of goodwill resulted from the disposal of the Advertising Business (35,472 ) Addition as a result of Fluent acquisition 156,526 Balance as of December 31, 2015 $ 161,753 Impairment of goodwill $ — |
Accrued expenses and other cu37
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Account Payable and Accrued Expenses | Accrued expenses and other current liabilities consist of the following: (In thousands) December 31, 2015 December 31, 2014 Liability for employee incentive-based compensation plan $ 4,000 $ — Commission and bonus payable 3,325 — Professional fees payable 823 506 Accrued interest 316 — Others 696 150 Total $ 9,160 $ 656 |
Long-term debt, net (Tables)
Long-term debt, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debts, Net | Long-term debt, net, as of December 31, 2015, consist of the following: (In thousands) 12% term loan, due 2020 10% bridge loans, due 2021 Total Principal amount $ 45,000 10,000 $ 55,000 Less: unamortized debt issuance costs 3,729 449 4,178 Add: PIK interest accrued to the principal balance 29 67 96 Long-term debt, net 41,300 9,618 50,918 Less: Current portion of long-term debt 2,250 — 2,250 Long-term debt, net (non-current) $ 39,050 $ 9,618 $ 48,668 |
Schedule of Assumptions Used to Estimate Fair Value of Warrants | We estimate the fair value of the Whitehorse Warrants on the date of grant using a Black-Scholes Expected term (in years) 10 Risk-free interest rate 2.24 % Expected volatility 114.33 % Expected dividend yield 0.00 % |
Scheduled Future Maturities of Total Debts | Excluding potential additional principal payments due on the Term Loans based on excess cash flows for the immediately preceding fiscal year, as mentioned above, scheduled future maturities of total debts as of December 31, 2015, were as follows: (In thousands) Year 2016 $ 2,250 2017 2,250 2018 2,250 2019 2,250 2020 36,000 2021 and thereafter 10,000 Total maturities 55,000 Add: Accrued PIK interest, added to the principal 96 Less: Unamortized debts issuance costs (4,178 ) Total $ 50,918 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Benefit for Income Taxes | The benefit for income taxes on loss from continuing operations consisted of the following: Year Ended December 31, (In thousands) 2015 2014 Current Federal $ (123 ) $ — State — — (123 ) — Deferred Federal (14,660 ) (167 ) State (1,800 ) — (16,460 ) (167 ) Benefit for income taxes $ (16,583 ) $ (167 ) |
Reconciliation of Effective Income Tax benefit | The Company’s effective income tax benefit differed from the statutory federal income tax rate of 34.0% for the years ended December 31, 2015 and 2014. For the year ended December 31, 2015, this difference is primarily due to state income taxes and one-time contingent earn out costs related to shares issued pursuant to the TBO Merger Agreement. A reconciliation was shown as follows: Year Ended December 31, (In thousands) 2015 2014 Tax on continuing operating loss before income taxes $ (20,117 ) 34.0 % $ (264 ) 34.0 % Non-deductible contingent earn out costs 4,862 -8.2 % — 0.0 % Non-deductible acquisition costs 366 -0.6 % 101 -0.2 % Other permanent differences 185 -0.3 % 3 0.0 % Effect of state taxes (net of federal tax benefit) (1,800 ) 3.0 % (7 ) 0.0 % Others (79 ) 0.1 % — 0.0 % Benefit related to income taxes $ (16,583 ) 28.0 % $ (167 ) 33.8 % |
Schedule of Components of Deferred Income Taxes | Components of deferred income tax consist of the following: (In thousands) December 31, 2015 December 31, 2014 Deferred tax assets: Net operating loss carryforwards $ 4,619 $ 213 Share-base compensation 12,069 — Liability for employee incentive-based compensation plan 1,528 — Accounts receivable 530 38 Accrued expenses and other current liabilities 136 84 Intangible assets — 203 18,882 538 Deferred tax liabilities: Intangible assets as a result of Fluent Acquisition $ 31,743 — Property and equipment 239 84 Prepaid expenses and other current assets 412 — Internal Revenue Code Sec. 481 adjustment 61 84 32,455 168 Net deferred tax liability $ (13,573 ) $ 370 |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation | The share-based compensation expenses for the share options and RSUs were allocated to the following accounts in the consolidated financial statement for the years ended December 31, 2015 and 2014: Year Ended December 31, (In thousands) 2015 2014 Sales and marketing expenses $ 310 $ — General and administrative expenses 33,404 23 Discontinued operations 456 — Capitalized in intangible assets 363 — Total $ 34,533 $ 23 |
Unvested Balance of Options | The unvested balance of options were shown below for the year ended December 31, 2015: Number of Weighted average Weighted Unvested as of January 1, 2015 — $ — — Additions as a result of the reverse acquisition 63,334 $ 6.82 Granted 85,000 $ 10.39 Vested (11,667 ) $ 8.10 Forfeited (10,000 ) $ 7.85 Unvested as of December 31, 2015 126,667 $ 9.02 8.1 years |
Schedule of Share Options Activity | Details of share options activity during the years ended December 31, 2015 and 2014 were as follows: Number of Weighted average Weighted Aggregate (1) Balance as of January 1, 2015 — $ — — $ — Additions as a result of the reverse acquisition 407,000 $ 9.21 Granted 85,000 $ 10.39 Forfeited (30,000 ) $ 7.85 Balance as of December 31, 2015 462,000 $ 9.52 5.3 years $ — Options exercisable as of December 31, 2015 365,334 $ 9.35 4.6 years (1) The aggregate intrinsic value amounts in the table above represent the difference between the closing price of IDI’s common share on December 31, 2015 of $7.34 and the exercise price, multiplied by the number of stock options as of the same date. |
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, for the year ended December 31, 2015: Expected term (in years) 4 Risk-free interest rate 1.57% - 1.66% Expected volatility 20.97% - 128.66% Expected dividend yield 0.00% |
Schedule of Restricted Share Units Activity | Details of restricted stock unit activity during the years ended December 31, 2015 and 2014 were as follows: Number of units Weighted average grant-date fair value Unvested as of September 22, 2014 (date of inception) — $ — Granted 2,960,000 2.00 Unvested as of December 31, 2014 2,960,000 2.00 Additions as a result of the reverse acquisition (1) 416,800 4.81 Granted (2) 13,890,500 9.16 Vested and delivered (382,300 ) 5.55 Vested not delivered (3,085,000 ) 8.36 Forfeited (79,000 ) 5.78 Unvested as of December 31, 2015 13,721,000 $ 7.35 (1) The 416,800 RSUs were as a result of the reverse acquisition, which were granted to certain directors and employees prior to the TBO Merger, with a verting period ranging from 6 months to 4 years. (2) Among the total grants in 2015, 12,312,000 shares, with weighted average grant-date fair value of $9.48, are subject to the Stockholder Approval. Among the 12,312,000 shares, 3,000,000 shares were granted to Frost Gamma, and were vested fully on the grant date, and the remaining shares have a vesting period ranging from 3 to 4 years. For accounting purposes, the grant date was determined to be in 2015, as the Company concluded the Stockholder Approval was perfunctory. |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Information Regarding Services and Performance Marketing | Information regarding our information services and performance marketing are as follows: Year Ended December 31, (In thousands) 2015 (1) 2014 (2) Revenue: Information services $ 6,413 $ 817 Performance marketing 7,678 — 14,091 817 Loss from operations: Information services $ (43,824 ) $ (777 ) Performance marketing (576 ) — (44,400 ) (777 ) Depreciation and amortization: Information services $ 481 $ 17 Performance marketing 360 — 841 17 Assets: Information services $ 102,582 $ 13,315 Performance marketing 186,610 — 289,192 13,315 Intangible assets, net: Information services $ 42,951 $ 796 Performance marketing 44,494 — 87,445 796 Goodwill: Information services $ 42,623 $ 5,227 Performance marketing 119,130 — 161,753 5,227 Capital expenditure: Information services $ 3,977 $ 298 Performance marketing — — 3,977 298 The Company does not allocate interest expense nor income taxes to their segments. (1) As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent’s financial data from December 9, 2015 through December 31, 2015. (2) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Due to Related Parties | (b) Amounts due to related parties Note December 31, 2015 December 31, 2014 Payables for income taxes (i) $ — $ 52 Payable for Purchased IP (ii) — 250 $ — $ 302 Notes: (i) Represents payable to two shareholders for prepaid income taxes. (ii) Represents payable to a shareholder/employee for the Purchased IP. |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments under Non-cancellable Operating Leases | As of December 31, 2015, future minimum rental payments under non-cancellable operating leases having initial or remaining lease terms of more than one year are as follows: (In thousands) Year December 31, 2015 2016 $ 879 2017 758 2018 229 2019 207 2020 213 2021 and thereafter 408 $ 2,694 |
Future Minimum Capital Payments under Non-cancellable Data Licensing Agreements | As of December 31, 2015, material capital commitments under non-cancellable data licensing agreements of our Information Service segment were $11,414, shown as follows: (In thousands) Year December 31, 2015 2016 $ 2,433 2017 2,798 2018 2,663 2019 2,270 2020 1,250 2021 and thereafter — $ 11,414 |
Quarterly financial data (una44
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The quarterly financial data (unaudited) for the years ended December 31, 2015 and 2014 consist of the following: Three Months Ended (In thousands, except share data) December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 Statements of Operations: Revenue $ 10,837 $ 1,002 $ 994 $ 1,258 Gross profit $ 2,328 $ 236 $ 570 $ 704 Loss from operations $ (34,598 ) $ (4,523 ) $ (3,716 ) $ (1,563 ) Net loss from continuing operations $ (32,639 ) $ (4,402 ) $ (3,981 ) $ (1,563 ) Net loss from discontinued operations attributable to IDI $ — $ (387 ) $ (41,489 ) $ (74 ) Net loss attributable to IDI $ (32,639 ) $ (4,789 ) $ (45,470 ) $ (1,637 ) Basic and diluted loss per share Continuing operations $ (2.09 ) $ (0.29 ) $ (0.29 ) $ (0.21 ) Discontinued operations — (0.03 ) (2.99 ) (0.01 ) $ (2.09 ) $ (0.32 ) $ (3.28 ) $ (0.22 ) Three Months Ended (In thousands, except share data) December 31, 2014 September 30, 2014 (1) Statements of Operations: Revenue $ 817 $ — Gross profit $ 480 $ — Loss from operations $ (761 ) $ (16 ) Net loss from continuing operations $ (578 ) $ (32 ) Net loss from discontinued operations attributable to IDI $ — $ — Net loss attributable to IDI $ (578 ) $ (32 ) Basic and diluted loss per share Continuing operations $ (0.15 ) $ (0.03 ) Discontinued operations — — $ (0.15 ) $ (0.03 ) (1) As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the three months ended September 30, 2014 were from September 22, 2014, the date of inception through September 30, 2014. |
Principal Activities and Orga45
Principal Activities and Organization - Additional Information (Detail) | Mar. 19, 2015shares | Dec. 31, 2015shares | Dec. 31, 2014shares | Oct. 02, 2014 | |
Organization And Principal Business [Line Items] | |||||
Reverse stock split ratio | 0.2 | 0.2 | 0.2 | ||
Common stock, shares authorized | [1] | 200,000,000 | 200,000,000 | ||
Preferred stock, shares authorized | 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 | ||||
Interactive Data [Member] | |||||
Organization And Principal Business [Line Items] | |||||
Membership interest acquired | 100.00% | ||||
Fluent Acquisition [Member] | |||||
Organization And Principal Business [Line Items] | |||||
Membership interest acquired | 100.00% | ||||
Business acquisition date | Dec. 8, 2015 | ||||
Best One Inc [Member] | Interactive Data [Member] | |||||
Organization And Principal Business [Line Items] | |||||
Membership interest acquired | 100.00% | ||||
[1] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)ItemSegment | Dec. 31, 2014USD ($)Item | |||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Net loss from continuing operations | $ (32,639,000) | $ (4,402,000) | $ (3,981,000) | $ (1,563,000) | $ (42,585,000) | $ (610,000) | [1],[2] | |
Net income/ (loss) from discontinued operations | (41,950,000) | 0 | ||||||
Net cash used in operating activity | (10,673,000) | (474,000) | [1] | |||||
Accumulated deficit | [3] | 85,145,000 | 85,145,000 | 610,000 | ||||
Cash and bank deposits | 13,462,000 | 13,462,000 | 5,996,000 | [1] | ||||
Net increase in cash and cash equivalents | $ 7,466,000 | 5,996,000 | [1] | |||||
Percentage of increase in cash and cash equivalents | 125.00% | |||||||
FDIC Insurance limit | 250,000 | $ 250,000 | ||||||
Allowance for doubtful accounts | 318,000 | 318,000 | 105,000 | |||||
Impairment of long lived assets | $ 0 | 0 | ||||||
Revenue recognition period | 1 year | |||||||
Deferred revenue | 783,000 | $ 783,000 | 164,000 | |||||
Advertising and promotion costs | $ 388,000 | 38,000 | ||||||
Operating segments | Segment | 2 | |||||||
Unamortized discount and debt issuance costs | 4,178,000 | $ 4,178,000 | ||||||
Minimum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life of intangible assets | 3 years | |||||||
Maximum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life of intangible assets | 20 years | |||||||
United States [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cash and bank deposits | $ 13,462,000 | $ 13,462,000 | $ 5,996,000 | |||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer One [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Major customers | Item | 1 | |||||||
Concentration risk | 14.00% | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 10.00% | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Major customers | Item | 0 | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 17.00% | |||||||
Supplier Concentration Risk [Member] | Cost of Revenues [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 11.00% | |||||||
Number of major suppliers | Item | 1 | 4 | ||||||
Supplier Concentration Risk [Member] | Cost of Revenues [Member] | Supplier One [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 30.00% | |||||||
Supplier Concentration Risk [Member] | Cost of Revenues [Member] | Supplier Four [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 11.00% | |||||||
Supplier Concentration Risk [Member] | Cost of Revenues [Member] | Supplier Three [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 11.00% | |||||||
Supplier Concentration Risk [Member] | Cost of Revenues [Member] | Supplier Two [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 19.00% | |||||||
Supplier Concentration Risk [Member] | Trade Accounts Payable [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of major suppliers | Item | 2 | 4 | ||||||
Supplier Concentration Risk [Member] | Trade Accounts Payable [Member] | Supplier One [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 40.00% | |||||||
Supplier Concentration Risk [Member] | Trade Accounts Payable [Member] | Supplier Four [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 22.00% | |||||||
Supplier Concentration Risk [Member] | Trade Accounts Payable [Member] | Supplier Three [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 15.00% | |||||||
Supplier Concentration Risk [Member] | Trade Accounts Payable [Member] | Supplier Two [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 14.00% | |||||||
Supplier Concentration Risk [Member] | Trade Accounts Payable [Member] | Media Supplier One [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 16.00% | |||||||
Supplier Concentration Risk [Member] | Trade Accounts Payable [Member] | Media Supplier Two [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Concentration risk | 12.00% | |||||||
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | |||||||
[2] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative financial figures for the year ended December 31, 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | |||||||
[3] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 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 |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated life of property and equipment | 4 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated life of property and equipment | 7 years |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Earnings Per Share [Abstract] | ||||||||||
Net loss from continuing operations | $ (32,639) | $ (4,402) | $ (3,981) | $ (1,563) | $ (42,585) | $ (610) | [1],[2] | |||
Net loss from discontinued operations attributable to IDI | (41,950) | 0 | ||||||||
Net loss attributable to IDI | $ (32,639) | $ (4,789) | $ (45,470) | $ (1,637) | $ (610) | $ (84,535) | $ (610) | [1],[2] | ||
Weighted average shares outstanding - Basic and diluted | [3] | 13,036,082 | 4,501,041 | [1],[2] | ||||||
Basic and diluted: | ||||||||||
Continuing operations | $ (2.09) | $ (0.29) | $ (0.29) | $ (0.21) | $ (3.27) | [3],[4] | $ (0.14) | [1],[2],[3],[4] | ||
Discontinued operations | (0.03) | (2.99) | (0.01) | (3.22) | [3],[4] | |||||
Total Net Loss, Basic and Diluted | $ (2.09) | $ (0.32) | $ (3.28) | $ (0.22) | $ (6.48) | [4] | $ (0.14) | [1],[2],[4] | ||
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | |||||||||
[2] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative financial figures for the year ended December 31, 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | |||||||||
[3] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. Earnings per share tables may contain summation differences due to rounding. | |||||||||
[4] | Earnings per share tables may contain summation differences due to rounding. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2015 | Oct. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 21, 2015 | |||
Business Acquisition [Line Items] | ||||||||
Common stock, par value | $ 0.0005 | [1] | $ 0.0005 | [1] | $ 0.0005 | |||
Goodwill | $ 161,753 | [2] | $ 5,227 | [3] | ||||
Acquisition related costs | 879 | |||||||
Acquisition related net income tax benefit | 4,381 | 12,634 | ||||||
Contingent earn out payments | 14,300 | |||||||
Advertising Business [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Assets and liabilities disposed value | 0 | |||||||
Amortization Expense [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions pro forma adjustments | 9,412 | 2,759 | ||||||
Interest Expense [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions pro forma adjustments | 6,906 | 2,015 | ||||||
Share Based Compensation Expense [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisitions pro forma adjustments | 2,553 | 32,386 | ||||||
Information Services [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 42,623 | [2] | $ 5,227 | [3] | ||||
Performance Marketing [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | [2] | $ 119,130 | ||||||
Customer Relationship [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of intangible assets | 7 years | |||||||
Trademarks [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of intangible assets | 20 years | |||||||
Domain Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of intangible assets | 20 years | |||||||
Developed Technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of intangible assets | 5 years | |||||||
Database [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of intangible assets | 10 years | |||||||
Non-competition Agreements [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of intangible assets | 5 years | |||||||
Interactive Data [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of outstanding stocks acquired | 100.00% | |||||||
Issuance of convertible preferred stock as a result of acquisition | 284,445 | |||||||
Acquisition price, cash | $ 6,320 | |||||||
Goodwill | $ 5,227 | |||||||
Fluent Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of outstanding stocks acquired | 100.00% | |||||||
Convertible preferred stock conversion into common stock | 15,001,850 | |||||||
Common stock, par value | $ 0.0005 | |||||||
Acquisition price, cash | $ 99,300 | |||||||
Fluent Acquisition [Member] | Series B Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Issuance of convertible preferred stock as a result of acquisition | 300,037 | 300,037 | ||||||
Convertible preferred stock, par value | $ 0.0001 | |||||||
[1] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. | |||||||
[2] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | |||||||
[3] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 08, 2015 | Oct. 02, 2014 | Dec. 31, 2015 | Mar. 21, 2015 | Dec. 31, 2014 | [2] | |
Liabilities assumed: | |||||||
Goodwill | $ 161,753 | [1] | $ 5,227 | ||||
Fluent Acquisition [Member] | |||||||
Including: | |||||||
Cash consideration | 99,300 | ||||||
Fluent Acquisition [Member] | Best One Inc [Member] | |||||||
Assets acquired: | |||||||
Cash and cash equivalents | $ 6,013 | ||||||
Accounts receivable | 20,250 | ||||||
Prepaid expenses and other current assets | 691 | ||||||
Property and equipment | 242 | ||||||
Intangible assets, net | 83,919 | ||||||
Other non-current assets | 763 | ||||||
Deferred tax assets | 1,868 | ||||||
Total | 113,746 | ||||||
Liabilities assumed: | |||||||
Accounts payable and accrued expenses | (10,792) | ||||||
Liability for employee incentive-based compensation plan | (4,000) | ||||||
Deferred revenue | (314) | ||||||
Deferred tax liabilities | (32,111) | ||||||
Total | (47,217) | ||||||
Goodwill | 156,526 | ||||||
Total consideration | 223,055 | ||||||
Including: | |||||||
Cash consideration | 99,289 | ||||||
Fair value of Series B Preferred issued | 123,766 | ||||||
Total consideration | 223,055 | ||||||
Fluent Acquisition [Member] | Best One Inc [Member] | Customer Relationship [Member] | |||||||
Assets acquired: | |||||||
Intangible assets, net | 30,875 | ||||||
Fluent Acquisition [Member] | Best One Inc [Member] | Trademarks [Member] | |||||||
Assets acquired: | |||||||
Intangible assets, net | 16,357 | ||||||
Fluent Acquisition [Member] | Best One Inc [Member] | Domain Names [Member] | |||||||
Assets acquired: | |||||||
Intangible assets, net | 191 | ||||||
Fluent Acquisition [Member] | Best One Inc [Member] | Developed Technology [Member] | |||||||
Assets acquired: | |||||||
Intangible assets, net | 10,716 | ||||||
Fluent Acquisition [Member] | Best One Inc [Member] | Database [Member] | |||||||
Assets acquired: | |||||||
Intangible assets, net | 25,052 | ||||||
Fluent Acquisition [Member] | Best One Inc [Member] | Non-competition Agreements [Member] | |||||||
Assets acquired: | |||||||
Intangible assets, net | $ 728 | ||||||
Tiger Media [Member] | Best One Inc [Member] | |||||||
Assets acquired: | |||||||
Cash and cash equivalents | $ 3,569 | ||||||
Accounts receivable | 1,808 | ||||||
Other current assets | 326 | ||||||
Property and equipment | 1,419 | ||||||
Intangible assets, net | 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) | ||||||
Non-controlling interests | (425) | ||||||
Goodwill | 35,472 | ||||||
Total consideration | $ 44,112 | ||||||
Interactive Data [Member] | |||||||
Assets acquired: | |||||||
Working capital, net | 426 | ||||||
Property and equipment | 229 | ||||||
Intangible assets, net | 339 | ||||||
Deferred tax assets | 99 | ||||||
Liabilities assumed: | |||||||
Goodwill | 5,227 | ||||||
Total consideration | $ 6,320 | ||||||
Including: | |||||||
Cash consideration | $ 6,320 | ||||||
[1] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | ||||||
[2] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Acquisitions - Pro Forma Disclo
Acquisitions - Pro Forma Disclosure for Acquisition (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Revenue | $ 148,863 | $ 19,508 | |
Loss from continuing operations | (59,739) | (35,403) | |
Net loss | $ (87,575) | $ (24,669) | |
Basic and diluted loss per share | $ (6.72) | $ (5.48) | |
Fluent Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | $ 10,089 | ||
Loss from continuing operations | (190) | ||
Net loss | $ (589) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Pretax gain/ (loss) on disposal of discontinued operations | $ (41,095) |
Advertising Business [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Assets and liabilities disposed value | 0 |
Pretax gain/ (loss) on disposal of discontinued operations | $ (41,095) |
Discontinued Operations - Dispo
Discontinued Operations - Disposal of Discontinued Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Results of operations of the Advertising Business [Line Items] | ||
Pretax loss from operations of discontinued operations | $ (1,236) | |
Pretax loss on disposal of discontinued operations | (41,095) | |
Income tax expenses | 127 | |
Less: Non-controlling interests | (508) | |
Net loss from discontinued operations | (41,950) | $ 0 |
Advertising Business [Member] | ||
Results of operations of the Advertising Business [Line Items] | ||
Revenue | 218 | |
Pretax loss from operations of discontinued operations | (1,236) | |
Pretax loss on disposal of discontinued operations | (41,095) | |
Income tax expenses | 127 | |
Less: Non-controlling interests | (508) | |
Net loss from discontinued operations | $ (41,950) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Gain (Loss) on Disposal Activity (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Loss On Disposal Of Discontinued Operations [Line Items] | |
Loss on disposal of discontinued operations | $ (41,095) |
Advertising Business [Member] | |
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 assets | (517) |
Lease agreements early termination compensation expenses | (1,211) |
Employee severance compensation expenses | (191) |
Gain on write-off of acquisition consideration payable | 463 |
Loss on disposal of equity interests | (87) |
Loss on disposal of discontinued operations | $ (41,095) |
Accounts receivable, net - Acco
Accounts receivable, net - Accounts receivable, net (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Accounts receivable | $ 21,542 | $ 400 |
Less: Allowance for doubtful accounts | (318) | (105) |
Total accounts receivable, net | $ 21,224 | $ 295 |
Accounts Receivable, net - Addi
Accounts Receivable, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Receivables [Abstract] | |||
Provision for bad debts | $ 213 | $ 105 | [1] |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 1,217 | $ 313 |
Less: accumulated depreciation and amortization | (155) | (12) |
Property and equipment, net | 1,062 | 301 |
Computer and Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 562 | 282 |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 544 | $ 31 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 111 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation of property and equipment | $ 143 | $ 17 |
Intangible Assets, Net - Intang
Intangible Assets, Net - Intangible Assets Other than Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross amount | $ 88,149 | $ 802 | ||
Accumulated amortization | (704) | (6) | ||
Net intangible assets | $ 87,445 | [1] | 796 | [2] |
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 3 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 20 years | |||
Purchased IP and Capitalized Litigation Costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 10 years | |||
Gross amount | $ 1,659 | 461 | ||
Accumulated amortization | (34) | |||
Net intangible assets | 1,625 | 461 | ||
Software Developed for Internal Use [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross amount | 2,571 | 341 | ||
Accumulated amortization | (50) | (6) | ||
Net intangible assets | $ 2,521 | $ 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 | |||
Developed Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 5 years | |||
Gross amount | $ 10,716 | |||
Accumulated amortization | (133) | |||
Net intangible assets | $ 10,583 | |||
Customer Relationship [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 7 years | |||
Gross amount | $ 30,875 | |||
Accumulated amortization | (272) | |||
Net intangible assets | $ 30,603 | |||
Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 20 years | |||
Gross amount | $ 16,357 | |||
Accumulated amortization | (50) | |||
Net intangible assets | $ 16,307 | |||
Domain Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 20 years | |||
Gross amount | $ 191 | |||
Accumulated amortization | (1) | |||
Net intangible assets | $ 190 | |||
Database [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 10 years | |||
Gross amount | $ 25,052 | |||
Accumulated amortization | (155) | |||
Net intangible assets | $ 24,897 | |||
Non-competition Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 5 years | |||
Gross amount | $ 728 | |||
Accumulated amortization | (9) | |||
Net intangible assets | $ 719 | |||
[1] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | |||
[2] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses | $ 698 | $ 6 |
Purchased intellectual property litigation costs and internally developed software ,capitalized | 3,428 | |
Estimated amortization expenses of intangible assets for 2016 | 10,282 | |
Estimated amortization expenses of intangible assets for 2017 | 10,455 | |
Estimated amortization expenses of intangible assets for 2018 | 10,455 | |
Estimated amortization expenses of intangible assets for 2019 | 10,455 | |
Estimated amortization expenses of intangible assets for 2020 | 10,265 | |
Estimated amortization expenses of intangible assets after 2020 | 35,533 | |
Purchased IP and Capitalized Litigation Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets | 1,384 | |
Purchased intellectual property litigation costs and internally developed software ,capitalized | 1,198 | |
Software Developed for Internal Use [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets | 2,090 | |
Purchased intellectual property litigation costs and internally developed software ,capitalized | $ 2,230 |
Goodwill - Summary of Change in
Goodwill - Summary of Change in Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | ||||
Goodwill [Roll Forward] | |||||
Beginning balance | [1] | $ 5,227 | |||
Write-off of goodwill resulted from the disposal of the Advertising Business | (35,472) | ||||
Ending balance | 161,753 | [2] | $ 5,227 | [1] | |
Impairment of goodwill | 0 | ||||
Interactive Data [Member] | |||||
Goodwill [Roll Forward] | |||||
Addition as a result of acquisition/merger | $ 5,227 | ||||
Ending balance | 5,227 | ||||
Tiger Media [Member] | |||||
Goodwill [Roll Forward] | |||||
Addition as a result of acquisition/merger | 35,472 | ||||
Fluent Acquisition [Member] | |||||
Goodwill [Roll Forward] | |||||
Addition as a result of acquisition/merger | $ 156,526 | ||||
[1] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | ||||
[2] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. |
Accrued Expenses and Other Cu62
Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Liability for employee incentive-based compensation plan | $ 4,000 | |
Commission and bonus payable | 3,325 | |
Professional fees payable | 823 | $ 506 |
Accrued interest | 316 | |
Others | 696 | 150 |
Total Accounts payable and accrued expenses | $ 9,160 | $ 656 |
Long-term debts, net - Schedule
Long-term debts, net - Schedule of Long-term Debts, Net (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Principal amount | $ 55,000 |
Less: unamortized debt issuance costs | 4,178 |
Add: PIK interest accrued to the principal balance | 96 |
Long-term debt, net | 50,918 |
Less: Current portion of long-term debt | 2,250 |
Long-term debt, net (non-current) | 48,668 |
Long-term debt, net | 50,918 |
12% Term Loan, Due 2020 [Member] | |
Debt Instrument [Line Items] | |
Principal amount | 45,000 |
Less: unamortized debt issuance costs | 3,729 |
Add: PIK interest accrued to the principal balance | 29 |
Long-term debt, net | 41,300 |
Less: Current portion of long-term debt | 2,250 |
Long-term debt, net (non-current) | 39,050 |
Long-term debt, net | 41,300 |
10% Bridge Loans, Due 2021 [Member] | |
Debt Instrument [Line Items] | |
Principal amount | 10,000 |
Less: unamortized debt issuance costs | 449 |
Add: PIK interest accrued to the principal balance | 67 |
Long-term debt, net | 9,618 |
Long-term debt, net (non-current) | 9,618 |
Long-term debt, net | $ 9,618 |
Long-term debts, net - Addition
Long-term debts, net - Additional Information (Detail) - USD ($) | Dec. 08, 2015 | Dec. 31, 2015 | Nov. 16, 2015 |
Debt Instrument [Line Items] | |||
Bridge loan | $ 10,000,000 | ||
Bridge loan, interest rate | 10.00% | ||
Preferred stock, shares issued upon conversion | 50 | ||
Closing stock market price | $ 7.34 | ||
Whitehorse Warrants [Member] | |||
Debt Instrument [Line Items] | |||
Number of common stock shares to purchase warrant | 200,000 | ||
Exercise price of warrants | $ 8 | ||
Warrants expiration period | 10 years | ||
Fair value of warrant liability | $ 1,586,000 | ||
Bridge Loan [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized debt discount | $ 409,000 | ||
Bridge Loan [Member] | Bridge Loan Shares [Member] | |||
Debt Instrument [Line Items] | |||
Closing stock market price | $ 8.45 | ||
Fair value of Bridge Loan Shares | $ 413,000 | ||
Frost Gamma Investments Trust [Member] | |||
Debt Instrument [Line Items] | |||
Exercise price of warrants | $ 6.67 | ||
Bridge loan | $ 5,000,000 | ||
Number of shares granted | 20,990 | ||
Series B Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Number of common stock shares to purchase warrant | 749,625 | ||
Number of shares granted | 100 | ||
Preferred stock, shares issued upon conversion | 50 | ||
Amount of increment pursuant to issue of preferred shares | $ 1,000,000 | ||
Closing stock market price | $ 6.67 | ||
Series B Preferred Stock [Member] | Bridge Loan Shares [Member] | |||
Debt Instrument [Line Items] | |||
Number of shares granted | 1,000 | ||
Fair value of Bridge Loan Shares | 413,000 | ||
Series B Preferred Stock [Member] | Frost Gamma Investments Trust [Member] | |||
Debt Instrument [Line Items] | |||
Preferred stock, shares issued upon conversion | 50 | ||
Michael Brauser, Executive Chairman of the Board [Member] | |||
Debt Instrument [Line Items] | |||
Bridge loan | 4,000,000 | ||
Another Investor [Member] | |||
Debt Instrument [Line Items] | |||
Bridge loan | 1,000,000 | ||
Fluent Acquisition [Member] | Cash and Cash Equivalents [Member] | |||
Debt Instrument [Line Items] | |||
Financial covenant compliance, minimum cash and cash equivalent balance | $ 2,000,000 | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan | $ 45,000,000 | ||
Term Loan, expiry period | 5 years | ||
Term loan, frequency of periodic interest payment | Monthly | ||
Debt instrument, payment term | Payments of principal in the amount of $563 each are due on the last day of each quarter | ||
Debt instrument, periodic principal payment | $ 563,000 | ||
Debt instrument, percentage of excess cash flow to be paid | 50.00% | ||
Debt instrument, period with prepayment premium | First 4 years | ||
Unamortized debt discount | $ 1,564,000 | ||
Term Loan [Member] | Interest Rate Floor [Member] | |||
Debt Instrument [Line Items] | |||
Term loan, interest rate | 0.50% | ||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Term loan, interest rate | 10.50% | ||
Term loan, additional interest rate | 1.00% |
Long-term debts, Net - Schedu65
Long-term debts, Net - Schedule of Assumptions Used to Estimate Fair Value of Warrants (Detail) - Whitehorse Warrants [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected term (in years) | 10 years |
Risk-free interest rate | 2.24% |
Expected volatility | 114.33% |
Expected dividend yield | 0.00% |
Long-term debts, net - Schedu66
Long-term debts, net - Scheduled Future Maturities of Total Debts (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 2,250 |
2,017 | 2,250 |
2,018 | 2,250 |
2,019 | 2,250 |
2,020 | 36,000 |
2021 and thereafter | 10,000 |
Total maturities | 55,000 |
Add: Accrued PIK interest, added to the principal | 96 |
Less: Unamortized debts issuance costs | (4,178) |
Total | $ 50,918 |
Income Taxes - Schedule of Bene
Income Taxes - Schedule of Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Current | |||
Federal | $ (123) | ||
State | 0 | $ 0 | |
Current Federal, State and Local, Tax Expense (Benefit), Total | (123) | ||
Deferred | |||
Federal | (14,660) | (167) | |
State | (1,800) | ||
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (16,460) | (167) | |
Benefit for income taxes | $ (16,583) | $ (167) | [1] |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Benefit Differed from Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Tax on continuing operating loss before income taxes | $ (20,117) | $ (264) | |
Non-deductible contingent earn out costs | 4,862 | ||
Non-deductible acquisition costs | 366 | 101 | |
Other permanent differences | 185 | 3 | |
Effect of state taxes (net of federal tax benefit) | (1,800) | (7) | |
Others | (79) | ||
Benefit for income taxes | $ (16,583) | $ (167) | [1] |
Tax on continuing operating loss before income taxes | 34.00% | 34.00% | |
Non-deductible contingent earn out costs | (8.20%) | (0.00%) | |
Non-deductible acquisition costs | (0.60%) | (0.20%) | |
Other permanent differences | (0.30%) | (0.00%) | |
Effect of state taxes (net of federal tax benefit) | 3.00% | (0.00%) | |
Others | 0.10% | (0.00%) | |
Benefit related to income taxes | 28.00% | 33.80% | |
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Taxes (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 4,619 | $ 213 |
Share-base compensation | 12,069 | |
Liability for employee incentive-based compensation plan | 1,528 | |
Accounts receivable | 530 | 38 |
Accrued expenses and other current liabilities | 136 | 84 |
Intangible assets | 203 | |
Deferred Tax Assets, Gross, Total | 18,882 | 538 |
Deferred tax liabilities: | ||
Intangible assets as a result of Fluent Acquisition | 31,743 | |
Property and equipment | 239 | 84 |
Prepaid expenses and other current assets | 412 | |
Internal Revenue Code Sec. 481 adjustment | 61 | 84 |
Deferred Tax Liabilities, Gross, Total | 32,455 | 168 |
Deferred tax assets, net of valuation allowance | $ 370 | |
Deferred tax liabilities | $ (13,573) |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes [Line Items] | |
Operating Loss Carryforward expiration Year | Will expire in 2034 |
Increase in equity related to realized deferred tax assets | $ 199 |
Domestic Tax Authority [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | 12,610 |
State and Local Jurisdiction [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 10,651 |
Common Shares, Preferred Shar71
Common Shares, Preferred Shares and Warrants - Additional Information (Detail) | Mar. 11, 2016shares | Feb. 22, 2016shares | Dec. 08, 2015USD ($)shares | Nov. 16, 2015USD ($)$ / sharesshares | Jul. 28, 2015USD ($)$ / sharesshares | Mar. 21, 2015$ / sharesshares | Mar. 19, 2015 | Dec. 31, 2015Firm$ / sharesshares | Jun. 30, 2015shares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2015Firm$ / sharesshares | Dec. 31, 2014$ / sharesshares | Oct. 13, 2014 | |||||
Equity [Line Items] | ||||||||||||||||||
Reverse stock split ratio | 0.2 | 0.2 | 0.2 | |||||||||||||||
Reverse stock split description | 1-for-5 | |||||||||||||||||
Common share, converted | 4,016,846 | |||||||||||||||||
Common share, par value | $ / shares | $ 0.0005 | $ 0.0005 | [1] | $ 0.0005 | [1] | $ 0.0005 | [1] | $ 0.0005 | [1] | |||||||||
Number of shares after conversion | 50 | |||||||||||||||||
Preferred stock, earn out | 1,800,220 | |||||||||||||||||
Number of warrants exercised | 28,000 | |||||||||||||||||
Common stock, shares issued | 6,597,155 | 15,709,786 | [1] | 6,597,155 | [1] | 15,709,786 | [1] | 6,597,155 | [1] | |||||||||
Common stock, shares outstanding | 6,597,155 | 15,709,786 | [1] | 6,597,155 | [1] | 15,709,786 | [1] | 6,597,155 | [1] | |||||||||
Additions as a result of the reverse acquisition, shares | 7,291,299 | |||||||||||||||||
Number of preferred stock shares sold | 1,280,410 | |||||||||||||||||
Share price | $ / shares | $ 7.81 | |||||||||||||||||
Share issue cost | $ | $ 600,000 | |||||||||||||||||
Share Price | $ / shares | $ 7.34 | $ 7.34 | ||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Common stock, shares issued | 640,205 | |||||||||||||||||
Warrants to purchase share of common stock | 0.5 | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 10 | |||||||||||||||||
Exercisable period for warrants | 6 months | |||||||||||||||||
Warrant expiration period | 36 months | |||||||||||||||||
Frost Gamma Investments Trust [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 20,990 | |||||||||||||||||
Common stock, shares issued | 2,660,309 | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 6.67 | |||||||||||||||||
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] | ||||||||||||||||||
Conversion of stock | 20,122 | |||||||||||||||||
Restricted Common Stock Units RSU [Member] | Directors, Officers and Employees [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Shares issued during the period for services | 382,300 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Conversion of stock | [1] | 93,500 | ||||||||||||||||
Shares issued during the period for services | [1] | 45,000 | ||||||||||||||||
Number of preferred stock shares sold | [1] | 5,312,709 | ||||||||||||||||
Shares issued upon merger | [1] | 284,445 | ||||||||||||||||
Common Stock [Member] | Two Third-Party Consulting Firms [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Shares issued during the period for services | 45,000 | |||||||||||||||||
Number of consulting firms | Firm | 4 | 4 | ||||||||||||||||
Restricted Stock Units [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of restricted stock units outstanding | 13,721,000 | 2,960,000 | 13,721,000 | 2,960,000 | ||||||||||||||
Restricted Stock Units [Member] | Minimum [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Award Vesting Period | 6 months | |||||||||||||||||
Restricted Stock Units [Member] | Maximum [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Award Vesting Period | 4 years | |||||||||||||||||
Best One Inc [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Reverse stock split ratio | 0.2 | |||||||||||||||||
Reverse stock split description | 1-for-5 | |||||||||||||||||
Common share, converted | 4,016,846 | |||||||||||||||||
Common share, no par value | $ / shares | ||||||||||||||||||
Best One Inc [Member] | Marlin Capital Investments, LLC [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
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. | |||||||||||||||||
Best One Inc [Member] | Warrant [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of restricted stock units outstanding | 28,000 | |||||||||||||||||
Warrants assumed in merger | 28,000 | |||||||||||||||||
Best One Inc [Member] | Common Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Shares issued upon merger | [1] | 7,291,299 | ||||||||||||||||
Best One Inc [Member] | Restricted Stock Units [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Issuance of convertible preferred stock as a result of acquisition | 960,000 | 960,000 | ||||||||||||||||
Best One Inc [Member] | Restricted Stock Units [Member] | Minimum [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Award Vesting Period | 2 years | |||||||||||||||||
Best One Inc [Member] | Restricted Stock Units [Member] | Maximum [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Award Vesting Period | 4 years | |||||||||||||||||
Best One Inc [Member] | Restricted Stock Units [Member] | Marlin Capital Investments, LLC [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of restricted stock units outstanding | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||
Issuance of convertible preferred stock as a result of acquisition | 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. | |||||||||||||||||
Fluent Acquisition [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Common share, par value | $ / shares | $ 0.0005 | $ 0.0005 | ||||||||||||||||
Convertible Series A Preferred shares [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 4,965,302 | 4,871,802 | [1] | 4,965,302 | [1] | 4,871,802 | [1] | 4,965,302 | [1] | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | [1] | $ 0.0001 | [1] | $ 0.0001 | [1] | $ 0.0001 | [1] | |||||||||
Conversion of stock | [1] | (93,500) | ||||||||||||||||
Preferred stock, shares outstanding | 4,965,302 | 4,871,802 | [1] | 4,965,302 | [1] | 4,871,802 | [1] | 4,965,302 | [1] | |||||||||
Number of preferred stock shares sold | [1] | 4,965,302 | ||||||||||||||||
Convertible Series A Preferred shares [Member] | Best One Inc [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 8,000 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||
Number of shares after conversion | 4,200,511 | |||||||||||||||||
Convertible Series B Preferred shares [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | [1] | 450,962 | 450,962 | |||||||||||||||
Preferred stock, par value | $ / shares | [1] | $ 0.0001 | $ 0.0001 | |||||||||||||||
Number of shares after conversion | 764,791 | |||||||||||||||||
Preferred stock, shares outstanding | [1] | 450,962 | 450,962 | |||||||||||||||
Convertible Series B Preferred shares [Member] | Best One Inc [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 1,019,600 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||
Convertible Series B Preferred shares [Member] | Fluent Acquisition [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Shares issued upon merger | [1] | 300,037 | ||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Common share, converted | 93,500 | |||||||||||||||||
Conversion of stock | 93,500 | |||||||||||||||||
Preferred stock conversion ratio | 1 | |||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Issuance of convertible preferred stock as a result of acquisition | 1,800,220 | |||||||||||||||||
Conversion of stock | 5,719,822 | |||||||||||||||||
Series A Preferred Stock [Member] | Best One Inc [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock conversion ratio | 1 | |||||||||||||||||
Shares issued upon merger | 4,965,302 | |||||||||||||||||
Series A Preferred Stock [Member] | Best One Inc [Member] | Earnout Shares [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares reserved for future issuance | 1,800,220 | 1,800,220 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 100 | |||||||||||||||||
Number of shares after conversion | 50 | 50 | ||||||||||||||||
Number of preferred stock shares sold | 29,985 | |||||||||||||||||
Proceeds from sale of preferred stock | $ | $ 10,000,000 | |||||||||||||||||
Number of common stock shares to purchase warrant | 749,625 | |||||||||||||||||
Share Price | $ / shares | $ 6.67 | |||||||||||||||||
Shares issued upon merger | 450,962 | |||||||||||||||||
Series B Preferred Stock [Member] | Bridge Loan Shares [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of shares granted | $ | $ 1,000 | |||||||||||||||||
Fair value of Bridge Loan Shares | $ | $ 413,000 | |||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Common share, converted | 450,962 | |||||||||||||||||
Number of shares after conversion | 22,548,100 | |||||||||||||||||
Ratio of conversion | 50 | |||||||||||||||||
Series B Preferred Stock [Member] | Frost Gamma Investments Trust [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of shares after conversion | 50 | |||||||||||||||||
Proceeds from sale of preferred stock | $ | $ 40,000,000 | |||||||||||||||||
Preferred stock shares sold under stock repurchase agreement | 119,940 | |||||||||||||||||
Series B Preferred Stock [Member] | Fluent Acquisition [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Issuance of convertible preferred stock as a result of acquisition | 300,037 | 300,037 | ||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Number of shares after conversion | 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] | ||||||||||||||||||
Number of shares after conversion | 2,100,252 | |||||||||||||||||
Common shares, subject to an earn out | 900,108 | |||||||||||||||||
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 | |||||||||||||||||
[1] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. |
Share-based Payments - Addition
Share-based Payments - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 08, 2015 | Nov. 16, 2015 | Jun. 23, 2015 | Mar. 21, 2015 | Oct. 13, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 27, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 33,714 | $ 23 | [1] | |||||||
Share options granted | 85,000 | |||||||||
Unrecognized share-based compensation cost in respect of granted share options | $ 601 | |||||||||
Marlin Capital Investments, LLC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 1,512 | |||||||||
Best One Inc [Member] | Marlin Capital Investments, LLC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
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. | |||||||||
Tiger Media [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 1 year | |||||||||
Tiger Media [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 3 years | |||||||||
Michael Brauser, Executive Chairman of the Board [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual base salary | $ 25,000 | |||||||||
Stockholder Approval [Member] | Michael Brauser, Executive Chairman of the Board [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issuable upon exercise of stock option | 5,000,000 | |||||||||
2015 Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common share reserved for future issuance | 6,699,000 | |||||||||
Share options authorized | 2,500,000 | |||||||||
Increase in shares authorized | 12,500,000 | |||||||||
2008 Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common share reserved for future issuance | 136,068 | 70,568 | ||||||||
General and Administrative Expenses [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost recognized | $ 33,404 | 23 | ||||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 4 years | 4 years | ||||||||
Share options granted | 60,000 | 25,000 | ||||||||
Fair value of option granted | 624 | |||||||||
Employee Stock Option [Member] | General and Administrative Expenses [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost recognized | $ 28 | $ 0 | ||||||||
Restricted Stock Units [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of restricted stock units outstanding | 13,721,000 | 2,960,000 | ||||||||
Restricted share units, granted | 13,890,500 | [2] | 2,960,000 | |||||||
Restricted stock units, compensation cost | $ 34,513 | $ 23 | ||||||||
Unrecognized share-based compensation cost in respect of granted restricted share units | $ 100,864 | |||||||||
Unrecognized share based compensation weighted average period | 1 year 8 months 12 days | |||||||||
Restricted Stock Units [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 6 months | |||||||||
Restricted Stock Units [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 4 years | |||||||||
Restricted Stock Units [Member] | Marlin Capital Investments, LLC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 1,512 | |||||||||
Restricted share units, granted | 2,000,000 | |||||||||
Restricted Stock Units [Member] | Best One Inc [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of equity awards | 960,000 | 960,000 | ||||||||
Restricted Stock Units [Member] | Best One Inc [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 2 years | |||||||||
Restricted Stock Units [Member] | Best One Inc [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 4 years | |||||||||
Restricted Stock Units [Member] | Best One Inc [Member] | Marlin Capital Investments, LLC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of restricted stock units outstanding | 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 Stock Units [Member] | Michael Brauser, Executive Chairman of the Board [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award Vesting Period | 4 years | |||||||||
Restricted share units, granted | 3,000,000 | 5,000,000 | ||||||||
RSU vesting condition | No portion of the restricted stock units shall vest unless and until the Company has, for any fiscal year in which the restricted stock units are outstanding, gross revenue determined in accordance with the Company’s audited financial statements in excess of $100.0 million for such fiscal year and positive earnings before income tax, interests, depreciation and amortization (“EBITDA”) (as determined based on the Company’s audited financial statements) for such fiscal year, after subtracting all charges for equity compensation paid to executives or other service providers to the Company (collectively, the “Vesting Conditions”). | |||||||||
Restricted Stock Units [Member] | Stockholder Approval [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share units, granted | 12,312,000 | |||||||||
[1] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | |||||||||
[2] | Among the total grants in 2015, 12,312,000 shares, with weighted average grant-date fair value of $9.48, are subject to the Stockholder Approval. Among the 12,312,000 shares, 3,000,000 shares were granted to Frost Gamma, and were vested fully on the grant date, and the remaining shares have a vesting period ranging from 3 to 4 years. For accounting purposes, the grant date was determined to be in 2015, as the Company concluded the Stockholder Approval was perfunctory. |
Share Based Payments - Schedule
Share Based Payments - Schedule of Stock Options Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of options, Additions as a result of the reverse acquisition | shares | 407,000 | |
Number of options, Granted | shares | 85,000 | |
Number of options, Forfeited | shares | (30,000) | |
Number of options, Ending Balance | shares | 462,000 | |
Number of options, Options Exercisable | shares | 365,334 | |
Weighted average exercise price per share, Additions as a result of the reverse acquisition | $ / shares | $ 9.21 | |
Weighted average exercise price per share, Granted | $ / shares | 10.39 | |
Weighted average exercise price per share, Forfeited | $ / shares | 7.85 | |
Weighted average exercise price per share, Ending Balance | $ / shares | 9.52 | |
Options exercisable as of December 31, 2015 | $ / shares | $ 9.35 | |
Weighted average remaining contractual term | 5 years 3 months 18 days | |
Weighted average remaining contractual term | 4 years 7 months 6 days | |
Aggregate intrinsic value, Beginning Balance | $ | $ 0 | [1] |
Aggregate intrinsic value, Ending Balance | $ | $ 0 | [1] |
[1] | The aggregate intrinsic value amounts in the table above represent the difference between the closing price of IDI's common share on December 31, 2015 of $7.34 and the exercise price, multiplied by the number of stock options as of the same date. |
Share Based Payments - Schedu74
Share Based Payments - Schedule of Stock Options Activity (Parenthetical) (Detail) | Dec. 31, 2015$ / shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Closing price of common share | $ 7.34 |
Share Based Payments - Unvested
Share Based Payments - Unvested Balance of Options (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of options | |
Additions as a result of the reverse acquisition | shares | 63,334 |
Granted | shares | 85,000 |
Vested | shares | (11,667) |
Forfeited | shares | (10,000) |
Unvested as of December 31, 2015 | shares | 126,667 |
Weighted average exercise price per share | |
Additions as a result of the reverse acquisition | $ / shares | $ 6.82 |
Granted | $ / shares | 10.39 |
Vested | $ / shares | 8.10 |
Forfeited | $ / shares | 7.85 |
Unvested as of December 31, 2015 | $ / shares | $ 9.02 |
Weighted average remaining contractual term | |
Unvested as of December 31, 2015 | 8 years 1 month 6 days |
Share-based Payments - Schedule
Share-based Payments - Schedule of Estimated Grant Date Fair Value of Share Options, Using Black-Scholes Option-Pricing Formula (Detail) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 4 years |
Risk-free interest rate, minimum | 1.57% |
Risk-free interest rate, maximum | 1.66% |
Expected volatility, minimum | 20.97% |
Expected volatility, maximum | 128.66% |
Expected dividend yield | 0.00% |
Share Based Payments - Schedu77
Share Based Payments - Schedule of Restricted Share Activity (Detail) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Number of units, Beginning Balance | 2,960,000 | |||
Number of units, Additions as a result of the reverse acquisition | [1] | 416,800 | ||
Weighted average grant-date fair value, Additions as a result of the reverse acquisition | [1] | $ 4.81 | ||
Number of units, Granted | 13,890,500 | [2] | 2,960,000 | |
Number of units, Vested and issued | (382,300) | |||
Vested not delivered | (3,085,000) | |||
Number of units, Forfeitures | (79,000) | |||
Number of units, Ending Balance | 13,721,000 | 2,960,000 | ||
Weighted average grant-date fair value, Beginning Balance | $ 2 | |||
Weighted average grant-date fair value, Granted | 9.16 | [2] | $ 2 | |
Weighted average grant-date fair value, Vested | 5.55 | |||
Weighted average grant-date fair value, Vested not delivered | 8.36 | |||
Weighted average grant-date fair value, Forfeitures | 5.78 | |||
Weighted average grant-date fair value, Ending Balance | $ 7.35 | $ 2 | ||
[1] | The 416,800 shares RSUs were as a result of the reverse acquisition, which were granted to certain directors and employees prior to the TBO Merger, with a verting period ranging from 6 months to 4 years. | |||
[2] | Among the total grants in 2015, 12,312,000 shares, with weighted average grant-date fair value of $9.48, are subject to the Stockholder Approval. Among the 12,312,000 shares, 3,000,000 shares were granted to Frost Gamma, and were vested fully on the grant date, and the remaining shares have a vesting period ranging from 3 to 4 years. For accounting purposes, the grant date was determined to be in 2015, as the Company concluded the Stockholder Approval was perfunctory. |
Share Based Payments - Schedu78
Share Based Payments - Schedule of Restricted Share Activity (Parenthetical) (Detail) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Number of units, Additions as a result of the reverse acquisition | [1] | 416,800 | ||
Number of restricted stock units granted, Granted | 13,890,500 | [2] | 2,960,000 | |
Grant date fair value, Granted | $ 9.16 | [2] | $ 2 | |
Frost Gamma [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Number of restricted stock units granted, Granted | 3,000,000 | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Award Vesting Period | 6 months | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Award Vesting Period | 4 years | |||
Stockholder Approval [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Number of restricted stock units granted, Granted | 12,312,000 | |||
Grant date fair value, Granted | $ 9.48 | |||
Stockholder Approval Excluding Frost Gamma [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Award Vesting Period | 3 years | |||
Stockholder Approval Excluding Frost Gamma [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Award Vesting Period | 4 years | |||
[1] | The 416,800 shares RSUs were as a result of the reverse acquisition, which were granted to certain directors and employees prior to the TBO Merger, with a verting period ranging from 6 months to 4 years. | |||
[2] | Among the total grants in 2015, 12,312,000 shares, with weighted average grant-date fair value of $9.48, are subject to the Stockholder Approval. Among the 12,312,000 shares, 3,000,000 shares were granted to Frost Gamma, and were vested fully on the grant date, and the remaining shares have a vesting period ranging from 3 to 4 years. For accounting purposes, the grant date was determined to be in 2015, as the Company concluded the Stockholder Approval was perfunctory. |
Share Based Payment - Share-bas
Share Based Payment - Share-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expenses, Capitalized in intangible assets | $ 363 | |
Share-based compensation expenses, Total | 34,533 | $ 23 |
Intangible Assets [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expenses, Capitalized in intangible assets | 363 | |
Discontinued Operations [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expenses | 456 | |
Selling and Marketing Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expenses | 310 | |
General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expenses | $ 33,404 | $ 23 |
Segment Information - Schedule
Segment Information - Schedule of Information Regarding Services and Performance Marketing (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | [3] | ||||
Revenue: | ||||||||||
Revenue | $ 10,837 | $ 1,002 | $ 994 | $ 1,258 | $ 14,091 | [1] | $ 817 | [2] | ||
Loss from operations: | ||||||||||
Operating loss | (34,598) | $ (4,523) | $ (3,716) | $ (1,563) | (44,400) | [1] | (777) | [2] | ||
Depreciation and amortization | ||||||||||
Depreciation and amortization | 841 | [1] | 17 | [2] | ||||||
Assets: | ||||||||||
Assets | 289,192 | [1] | 289,192 | [1] | 13,315 | |||||
Intangible assets, net: | ||||||||||
Intangible assets, net | 87,445 | [1] | 87,445 | [1] | 796 | |||||
Goodwill: | ||||||||||
Goodwill | 161,753 | [1] | 161,753 | [1] | 5,227 | |||||
Capital expenditure: | ||||||||||
Capital expenditure | 3,977 | [1] | 3,977 | [1] | 298 | |||||
Information Services [Member] | ||||||||||
Revenue: | ||||||||||
Revenue | 6,413 | [1] | 817 | |||||||
Loss from operations: | ||||||||||
Operating loss | (43,824) | [1] | (777) | |||||||
Depreciation and amortization | ||||||||||
Depreciation and amortization | 481 | [1] | 17 | |||||||
Assets: | ||||||||||
Assets | 102,582 | [1] | 102,582 | [1] | 13,315 | |||||
Intangible assets, net: | ||||||||||
Intangible assets, net | 42,951 | [1] | 42,951 | [1] | 796 | |||||
Goodwill: | ||||||||||
Goodwill | 42,623 | [1] | 42,623 | [1] | 5,227 | |||||
Capital expenditure: | ||||||||||
Capital expenditure | 3,977 | [1] | 3,977 | [1] | $ 298 | |||||
Performance Marketing [Member] | ||||||||||
Revenue: | ||||||||||
Revenue | [1] | 7,678 | ||||||||
Loss from operations: | ||||||||||
Operating loss | [1] | (576) | ||||||||
Depreciation and amortization | ||||||||||
Depreciation and amortization | [1] | 360 | ||||||||
Assets: | ||||||||||
Assets | [1] | 186,610 | 186,610 | |||||||
Intangible assets, net: | ||||||||||
Intangible assets, net | [1] | 44,494 | 44,494 | |||||||
Goodwill: | ||||||||||
Goodwill | [1] | $ 119,130 | $ 119,130 | |||||||
[1] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | |||||||||
[2] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | |||||||||
[3] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 08, 2015USD ($)shares | Nov. 16, 2015USD ($)$ / sharesshares | Aug. 01, 2015USD ($) | Oct. 13, 2014Installmentshares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Mar. 21, 2015shares | ||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | 15,709,786 | [1] | 6,597,155 | [1] | 6,597,155 | |||||
Preferred stock conversion ratio | 50 | |||||||||
Bridge loan | $ | $ 10,000 | |||||||||
Bridge loan, interest rate | 10.00% | |||||||||
Share-based compensation expenses | $ | $ 33,714 | $ 23 | [2] | |||||||
Rental fees | $ | $ 35 | |||||||||
Michael Brauser, Executive Chairman of the Board [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Bridge loan | $ | $ 4,000 | |||||||||
Proceeds from related party | $ | 4,000 | |||||||||
Another Investor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Bridge loan | $ | 1,000 | |||||||||
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 | |||||||||
Preferred stock, shares issued | 20,990 | |||||||||
Number or of warrants to purchase common stock | 524,750 | |||||||||
Exercise price of warrants | $ / shares | $ 6.67 | |||||||||
Bridge loan | $ | $ 5,000 | |||||||||
significant shareholder [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Monthly rental payments | $ | $ 5 | |||||||||
Marlin Capital Investments, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Business consulting services agreement period | 4 years | |||||||||
Ownership percentage by Mike Brauser in Marlin Capital Investments LLC | 50.00% | 50.00% | ||||||||
Number of common stock shares received by RSU holder | 2,000,000 | |||||||||
Share-based compensation expenses | $ | $ 1,512 | |||||||||
Vendor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment to related party, media services | $ | 13 | |||||||||
Affiliated Entity [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aircraft lease fee | $ | $ 94 | |||||||||
Common Stock [Member] | Frost Gamma Investments Trust [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares owned prior to merger | 80,000 | |||||||||
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% | |||||||||
Restricted Stock Units [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Restricted share units, granted | 13,890,500 | [3] | 2,960,000 | |||||||
Restricted Stock Units [Member] | Frost Gamma [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Restricted share units, granted | 3,000,000 | |||||||||
Restricted Stock Units [Member] | Michael Brauser, Executive Chairman of the Board [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Restricted share units, granted | 3,000,000 | 5,000,000 | ||||||||
Restricted Stock 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 | |||||||||
Share-based compensation expenses | $ | $ 1,512 | |||||||||
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 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Proceeds from sale of preferred stock | $ | $ 10,000 | |||||||||
Preferred stock conversion ratio | 50 | |||||||||
Series B Preferred Stock [Member] | Frost Gamma Investments Trust [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from warrants issued | $ | $ 7,000 | |||||||||
Preferred stock shares sold under stock repurchase agreement | 119,940 | |||||||||
Proceeds from sale of preferred stock | $ | $ 40,000 | |||||||||
Preferred stock conversion basis | Each share of Series B Preferred will automatically convert into 50 shares of Common Stock, on the Conversion Date. The sale was completed in connection with the Fluent Acquisition on December 8, 2015. | |||||||||
Preferred stock conversion ratio | 50 | |||||||||
DAB Management Group Inc. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting service fee payable | $ | $ 20 | $ 100 | ||||||||
[1] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. | |||||||||
[2] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | |||||||||
[3] | Among the total grants in 2015, 12,312,000 shares, with weighted average grant-date fair value of $9.48, are subject to the Stockholder Approval. Among the 12,312,000 shares, 3,000,000 shares were granted to Frost Gamma, and were vested fully on the grant date, and the remaining shares have a vesting period ranging from 3 to 4 years. For accounting purposes, the grant date was determined to be in 2015, as the Company concluded the Stockholder Approval was perfunctory. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amounts Due to Related Parties (Detail) $ in Thousands | Dec. 31, 2014USD ($) |
Related Party Transaction [Line Items] | |
Due to related parties | $ 302 |
Prepaid Income Tax Payable To Shareholders [Member] | |
Related Party Transaction [Line Items] | |
Payables for income taxes | 52 |
Employee [Member] | |
Related Party Transaction [Line Items] | |
Due to related parties | $ 250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expenses | $ 365,000 | $ 11,000 |
Material capital commitments under non-cancellable data licensing agreements | 11,414,000 | |
Data and media costs incurred | 924,000 | 41,000 |
Provision for claims | $ 0 | $ 0 |
Commitments and Contingencies84
Commitments and Contingencies - Future Minimum Rental Payments under Non-cancellable Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 879 |
2,017 | 758 |
2,018 | 229 |
2,019 | 207 |
2,020 | 213 |
2021 and thereafter | 408 |
Operating leases, Total | $ 2,694 |
Commitments and Contingencies85
Commitments and Contingencies - Future Minimum Capital Payments under Non-cancellable Data Licensing Agreements (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 2,433 |
2,017 | 2,798 |
2,018 | 2,663 |
2,019 | 2,270 |
2,020 | 1,250 |
2021 and thereafter | 0 |
Capital leases, Total | $ 11,414 |
Quarterly Financial Data (Una86
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | [7] | Dec. 31, 2015 | Dec. 31, 2014 | [2] | ||
Statements of Operations: | ||||||||||||
Revenue | $ 10,837 | $ 1,002 | $ 994 | $ 1,258 | $ 14,091 | [1] | $ 817 | [3] | ||||
Gross profit | 2,328 | 236 | 570 | 704 | 3,838 | 480 | ||||||
Loss from operations | (34,598) | (4,523) | (3,716) | (1,563) | (44,400) | [1] | (777) | [3] | ||||
Net loss from continuing operations | (32,639) | (4,402) | (3,981) | (1,563) | (42,585) | (610) | [4] | |||||
Net loss from discontinued operations | (387) | (41,489) | (74) | (42,458) | ||||||||
Net loss attributable to IDI | $ (32,639) | $ (4,789) | $ (45,470) | $ (1,637) | $ (610) | $ (84,535) | $ (610) | [4] | ||||
Basic and diluted loss per share | ||||||||||||
Basic and diluted, Continuing operations | $ (2.09) | $ (0.29) | $ (0.29) | $ (0.21) | $ (3.27) | [5],[6] | $ (0.14) | [4],[5],[6] | ||||
Basic and diluted, Discontinued operations | (0.03) | (2.99) | (0.01) | (3.22) | [5],[6] | |||||||
Total Net Loss, Basic and Diluted | $ (2.09) | $ (0.32) | $ (3.28) | $ (0.22) | $ (6.48) | [6] | $ (0.14) | [4],[6] | ||||
Quarterly Financial Data [Member] | ||||||||||||
Statements of Operations: | ||||||||||||
Revenue | $ 817 | |||||||||||
Gross profit | 480 | |||||||||||
Loss from operations | (761) | $ (16) | ||||||||||
Net loss from continuing operations | (578) | (32) | ||||||||||
Net loss attributable to IDI | $ (578) | $ (32) | ||||||||||
Basic and diluted loss per share | ||||||||||||
Basic and diluted, Continuing operations | $ (0.15) | $ (0.03) | ||||||||||
Total Net Loss, Basic and Diluted | $ (0.15) | $ (0.03) | ||||||||||
[1] | As the Company completed the Fluent Acquisition on December 8, 2015, the related operating results for the year ended December 31, 2015 included Fluent's financial data from December 9, 2015 through December 31, 2015. | |||||||||||
[2] | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the corresponding period in 2014 were from the date of inception through December 31, 2014. | |||||||||||
[3] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the financial data for the corresponding period in 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | |||||||||||
[4] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative financial figures for the year ended December 31, 2014 were from September 22, 2014, the date of inception, through December 31, 2014. | |||||||||||
[5] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. Earnings per share tables may contain summation differences due to rounding. | |||||||||||
[6] | Earnings per share tables may contain summation differences due to rounding. | |||||||||||
[7] | As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the comparative figures for the three months ended September 30, 2014 were from September 22, 2014, the date of inception through September 30, 2014. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 17, 2016shares | Mar. 11, 2016Stockholdersshares | Mar. 09, 2016shares | Feb. 22, 2016shares | Nov. 16, 2015shares | Jul. 28, 2015shares | Mar. 21, 2015shares | Dec. 31, 2015shares | Dec. 31, 2015shares | Dec. 08, 2015shares | Dec. 31, 2014shares | [1] | ||
Subsequent Event [Line Items] | ||||||||||||||
Number of shares converted | 4,016,846 | |||||||||||||
Number of shares after conversion | 50 | |||||||||||||
Stock issued during period, shares | 1,280,410 | |||||||||||||
Common stock shares outstanding | 6,597,155 | 15,709,786 | [1] | 15,709,786 | [1] | 6,597,155 | ||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of shares after conversion | 50 | 50 | ||||||||||||
Stock issued during period, shares | 29,985 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of shares converted | 93,500 | |||||||||||||
Conversion between common and preferred shares, shares | 93,500 | |||||||||||||
Subsequent Event [Member] | Vendor [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of restricted shares issued, in shares | 12,000 | |||||||||||||
Common stock shares outstanding | 46,900,000 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock to be issued related to merger, shares | 900,108 | |||||||||||||
Subsequent Event [Member] | Exchangeable Shares [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock issued during period, shares | 1,069,728 | |||||||||||||
Number of stockholders | Stockholders | 4 | |||||||||||||
Exchange shares issued | 149,925 | |||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of shares converted | 450,962 | |||||||||||||
Number of shares after conversion | 22,548,100 | |||||||||||||
Ratio of conversion | 50 | |||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock to be issued related to merger, shares | 1,800,220 | |||||||||||||
Preferred stock conversion basis | One-for-one | |||||||||||||
Conversion between common and preferred shares, shares | 5,719,822 | |||||||||||||
[1] | All share data for all periods have been retroactively restated to reflect IDI's 1-for-5 reverse stock split, which was effective on March 19, 2015. |