Acquisitions | 3. Acquisitions The Company records acquisitions pursuant to ASC 805 – Business Combinations Q Interactive Acquisition To expand and strengthen the Company’s business in the consumer marketing industry, on June 8, 2016 (the “Effective Date of Q Interactive Acquisition”), the Company e n t e r e i n t a n c on s u mm a t e t h t r a n s ac ti on c on t e m p l a t e b a M e m b e r s h i I n t e r e s P u r c h a s A g r ee m e n As consideration for the Membership Interests, after adjustment for Q Interactive’s net working capital at closing, the Company issued to Selling Source 2,369,190 shares of the Company’s common stock, par value $0.0005 per share. Selling Source may receive additional consideration for the Membership Interests if 2016 gross revenue of Q Interactive equals or exceeds $25,000 (the “Earn-out Target”). Such additional consideration, if earned, would be paid in either of the following ways, at the seller’s option, no earlier than the one-year anniversary of the closing date (the “Q Interactive Earn-out Shares”): (i) 1,200,000 shares of common stock (subject to adjustment for certain capital events) or (ii) that number of shares of common stock equal to $10,000, in the aggregate, as determined by the volume weighted average price of the common stock for the ten trading days immediately preceding Selling Source’s receipt of a statement prepared by the Company stating the Earn-out Target has been achieved. Based on management’s preliminary assessment, we concluded that it was extremely likely that Q Interactive would meet the Earn-out Target, and the estimated fair value of Q Interactive Earn-out Shares is $10,000. 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 Q Interactive (the legal and accounting acquiree) at the Effective Date of Q Interactive Acquisition. (In thousands) Assets acquired: Accounts receivable $ 4,606 Prepaid expenses and other current assets 208 Property and equipment 73 Intangible assets: Customer relationships 4,900 Trade names 1,700 Proprietary technology 2,150 Databases 4,800 Non-competition agreements 1,040 Total intangible assets 14,590 19,477 Liabilities assumed: Trade accounts payable 2,297 Accrued expenses and other current liabilities 1,133 Deferred revenue 52 3,482 Goodwill 5,211 Total consideration $ 21,206 The intangible assets acquired are amortized on a straight-line basis over the estimated useful lives. The useful lives for customer relationships, trade names, proprietary technology, databases and non-competition agreements are 10 years, 20 years, 5 years, 5 years and 2 years, respectively, and the weighted average useful life for these acquired intangible assets with definite useful lives is 8 years. Goodwill from the acquisition of Q Interactive principally relates to intangible assets that do not qualify for separate recognition, including the assembled workforce and synergies. Goodwill is tax deductible for income tax purposes and was assigned to the Information Services and Performance Marketing reporting segments in the amount of $1,709 and $3,502, respectively. The fair value of assets acquired and liabilities assumed from the acquisition of Q Interactive 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 contingent consideration. Measurement period adjustments will be applied to the period that the adjustment is identified in our condensed consolidated financial statements. As of June 30, 2016, the Company is still evaluating the purchase price allocation. The results of operations of Q Interactive during the period from June 8, 2016 to June 30, 2016, with revenue of $3,111 and net income of $177, were included into the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2016. Pro forma disclosure for Q Interactive Acquisition The following table includes the pro forma results for the three and six months ended June 30, 2016 and 2015 of the combined companies as though the Q Interactive Acquisition had been completed as of the beginning of the periods being presented. Pro forma Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 (1) 2016 2015 (1) Revenue $ 46,364 $ 42,802 $ 93,253 $ 82,901 Loss from continuing operations before income taxes (10,385 ) (8,485 ) (20,660 ) (12,557 ) Net loss attributable to IDI (6,816 ) (48,328 ) (13,315 ) (50,537 ) Basic and diluted loss per share $ (0.14 ) $ (2.97 ) $ (0.33 ) $ (3.86 ) (1) For the comparative pro forma results for three and six months ended June 30, 2015, we also assumed the Fluent Acquisition, as defined below, had been completed as of the beginning of the periods being presented. The unaudited pro forma financial information is presented for information purposes only, and 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. 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, on December 8, 2015 (the “Effective Date of Fluent Acquisition”), the Company completed the acquisition of Fluent, Inc. (the “Fluent Acquisition”), pursuant to an Agreement and Plan of Merger (the “Fluent Merger Agreement”) entered into by and among the Company, Fluent Acquisition I, Inc., Fluent Acquisition II, LLC., a Delaware limited liability company and wholly-owned subsidiary of the Company (“Fluent Merger Co”), Fluent, Inc., a Delaware corporation, the sellers of Fluent, Inc. (the “Sellers”), and Ryan Schulke, as the representative of the Sellers. On December 9, 2015, Fluent Merger Co, the surviving entity of the Fluent Acquisition, changed its name to Fluent, LLC (“Fluent”). IDI is the legal and accounting acquirer of the Fluent Acquisition. Pursuant to the Fluent Merger Agreement, the Company acquired 100% of the outstanding stock of Fluent from the Sellers for the following consideration: (i) 15,001,850 shares of the Company’s common stock, par value $0.0005, as converted, with the fair value of $123.8 million, determined by multiplying the Company’s market stock price by the total shares of common stock, and (ii) approximately $99.3 million in cash. 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 of Fluent Acquisition. (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 relationships 30,086 Trade names 16,357 Domain names 191 Proprietary technology 11,382 Databases 26,492 Non-competition agreements 728 Total intangible assets 85,236 Other non-current assets 763 113,195 Liabilities assumed: Accounts payable and accrued expenses 10,653 Liability for employee incentive-based compensation plan 4,000 Deferred revenue 314 Deferred tax liabilities 30,800 45,767 Goodwill 155,645 Total consideration $ 223,073 Including: Cash consideration $ 99,266 Fair value of common stock, as converted, issued 123,807 Total consideration $ 223,073 The intangible assets acquired are amortized on a straight-line basis over the estimated useful lives. The useful lives for customer relationships, trademarks, domain names, developed technology, databases and non-competition agreements are 7 years, 20 years, 20 years, 5 years, 10 years, and 5 years, respectively, and the weighted average useful life for these acquired intangible assets is 10 years. Goodwill from the acquisition of Fluent principally relates to intangible assets that do not qualify for separate recognition, including the assembled workforce and synergies. Goodwill is not tax deductible for income tax purposes and was assigned to the Information Services and Performance Marketing reporting segments of $37,185 and $118,461, 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. During the three months ended June 30, 2016, certain measurement period adjustments, including the finalization of net working capital adjustments, and measurement of intangible assets, have been applied this period. As of June 30, 2016, the Company is still evaluating the purchase price allocation. |