Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | COGT | |
Entity Registrant Name | COGINT, INC. | |
Entity Central Index Key | 1,460,329 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 54,781,832 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 22,014 | $ 10,089 |
Accounts receivable, net of allowance for doubtful accounts of $680 and $790 at March 31, 2017 and December 31, 2016, respectively | 27,951 | 30,958 |
Prepaid expenses and other current assets | 2,389 | 2,053 |
Total current assets | 52,354 | 43,100 |
Property and equipment, net | 1,391 | 1,350 |
Intangible assets, net | 94,029 | 98,531 |
Goodwill | 166,256 | 166,256 |
Other non-current assets | 2,543 | 2,674 |
Total assets | 316,573 | 311,911 |
Current liabilities: | ||
Trade accounts payable | 11,499 | 14,725 |
Accrued expenses and other current liabilities | 6,467 | 6,981 |
Deferred revenue | 1,081 | 318 |
Current portion of long-term debt | 2,750 | 4,135 |
Total current liabilities | 21,797 | 26,159 |
Promissory notes payable to certain shareholders, net | 9,971 | 10,748 |
Long-term debt, net | 50,266 | 35,130 |
Contingent consideration payable in stock | 10,225 | 10,225 |
Total liabilities | 92,259 | 82,262 |
Shareholders' equity: | ||
Common stock—$0.0005 par value, 200,000,000 shares authorized; 54,440,337 and 53,717,996 shares issued at March 31, 2017 and December 31, 2016, respectively; and 54,235,306 and 53,557,761 shares outstanding at March 31, 2017 and December 31, 2016, respectively | 27 | 27 |
Treasury stock, at cost, 205,031 and 160,235 shares at March 31, 2017 and December 31, 2016, respectively | (699) | (531) |
Additional paid-in capital | 351,942 | 344,384 |
Accumulated deficit | (126,956) | (114,231) |
Total shareholders’ equity | 224,314 | 229,649 |
Total liabilities and shareholders’ equity | 316,573 | 311,911 |
Series A Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred Stock | ||
Series B Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred Stock |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 680 | $ 790 |
Common stock, par value | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 54,440,337 | 53,717,996 |
Common stock, shares outstanding | 54,235,306 | 53,557,761 |
Treasury stock, shares | 205,031 | 160,235 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Income Statement [Abstract] | |||
Revenue | $ 50,766 | $ 39,424 | |
Cost of revenues (exclusive of depreciation and amortization) | 35,198 | 28,494 | |
Gross profit | 15,568 | 10,930 | |
Operating expenses: | |||
Sales and marketing expenses | 4,513 | 3,126 | |
General and administrative expenses | 14,506 | 13,367 | |
Depreciation and amortization | 3,421 | 2,609 | |
Write-off of long-lived assets | 3,626 | ||
Total operating expenses | 26,066 | 19,102 | |
Loss from operations | (10,498) | (8,172) | |
Other income (expense): | |||
Interest expense, net | (2,227) | (1,825) | |
Other expenses, net | (297) | ||
Total other expense | [1] | (2,227) | (2,122) |
Loss before income taxes | (12,725) | (10,294) | |
Income taxes | (3,522) | ||
Net loss | $ (12,725) | $ (6,772) | |
Loss per share: | |||
Basic and diluted | $ (0.24) | $ (0.25) | |
Weighted average number of shares outstanding: | |||
Basic and diluted | 53,811,688 | 27,468,214 | |
Comprehensive loss: | |||
Net comprehensive loss | $ (12,725) | $ (6,772) | |
[1] | Other expense, primarily represents non-operating income and expense, including interest expense, net, and other expenses, net, which the Company does not allocate into segments |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2016 | $ 229,649 | $ 27 | $ (531) | $ 344,384 | $ (114,231) |
Beginning balance, shares at Dec. 31, 2016 | 53,717,996 | 160,235 | |||
Vesting of restricted stock units, shares | 722,341 | ||||
Increase in treasury stock resulting from shares withheld to pay statutory taxes in connection with the vesting of restricted stock units, values | (168) | $ (168) | |||
Increase in treasury stock resulting from shares withheld to pay statutory taxes in connection with the vesting of restricted stock units, shares | 44,796 | ||||
Share-based compensation expenses | 7,558 | 7,558 | |||
Net loss | (12,725) | (12,725) | |||
Ending balance at Mar. 31, 2017 | $ 224,314 | $ 27 | $ (699) | $ 351,942 | $ (126,956) |
Ending balance, shares at Mar. 31, 2017 | 54,440,337 | 205,031 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,725) | $ (6,772) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,421 | 2,609 |
Non-cash interest expenses and related amortization | 733 | 584 |
Share-based payments | 7,312 | 7,378 |
Non-cash loss on exchange of warrants | 297 | |
Write-off of long-lived assets | 3,626 | |
Provision for bad debts | (39) | (90) |
Deferred income tax benefit | (3,536) | |
Changes in assets and liabilities: | ||
Accounts receivable | 3,046 | 666 |
Prepaid expenses and other current assets | (336) | 531 |
Other non-current assets | 131 | (833) |
Trade accounts payable | (3,226) | 436 |
Accrued expenses and other current liabilities | (514) | (365) |
Deferred revenue | 763 | (452) |
Net cash provided by operating activities | 2,192 | 453 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (262) | (177) |
Capitalized costs included in intangible assets | (2,078) | (3,037) |
Net cash used in investing activities | (2,340) | (3,214) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds for debt obligations, net of debt costs | 14,039 | |
Repayments of long-term debt | (1,798) | (563) |
Taxes paid related to net share settlement of vesting of restricted stock units | (168) | |
Net cash provided by (used in) financing activities | 12,073 | (563) |
Net increase (decrease) in cash and cash equivalents | 11,925 | (3,324) |
Cash and cash equivalents at beginning of period | 10,089 | 13,462 |
Cash and cash equivalents at end of period | 22,014 | 10,138 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 1,247 | 1,276 |
Share-based compensation expenses capitalized in intangible assets | $ 246 | 278 |
Issuance of common stock to a vendor for services rendered | $ 131 |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 1. Summary of significant accounting policies (a) Basis of preparation and liquidity The accompanying unaudited condensed consolidated financial statements have been prepared for Cogint, Inc., a Delaware corporation, in accordance with accounting principles generally accepted in the United States (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending December 31, 2017. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date included in the 2016 Form 10-K, but does not include all disclosures including notes required by US GAAP. Principles of consolidation The condensed 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) 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) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In February 2016, FASB issued ASU No. 2016-02 (“ASU 2016-02”), “ Leases (Topic 842),” In March 2016, FASB issued ASU No. 2016-09 (“ASU 2016-09”), “ Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting,” In August 2016, FASB issued ASU No. 2016-15 (“ASU 2016-15”), “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance for certain cash flow issues, including contingent consideration payments made after a business combination and debt prepayment or debt extinguishment costs, etc. The guidance will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, and early adoption is permitted. We are still evaluating the impact of ASU 2016-15 on our condensed consolidated financial statements. |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss per share | 2. Loss per share Basic loss per share is computed by dividing net loss 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 stock were exercised or converted into common stock 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. The information related to basic and diluted loss per share for the three months ended March 31, 2017 and 2016 is as follows: Three Months Ended March 31, (In thousands, except share data) 2017 2016 Numerator: Net loss $ (12,725 ) $ (6,772 ) Denominator: Weighted average shares outstanding - Basic and diluted 53,811,688 27,468,214 Loss per share: Basic and diluted: $ (0.24 ) $ (0.25 ) |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisition Q Interactive Acquisition To expand and strengthen the Company’s marketing services business, 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 preliminary 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 in 2016, the Company concluded that it was extremely likely that Q Interactive would meet the Earn-out Target, and the estimated fair value of the Q Interactive Earn-out Shares is $10,000. As of December 31, 2016, after certain measurement period adjustments, including the finalization of the closing working capital adjustment, the net balance of contingent consideration payable in stock of $10,225 was recognized. During the three months ended March 31, 2017, it was concluded that the Earn-out Target had been met and the acquisition consideration payable in stock is expected to be settled in 2017, however, it is classified as a non-current liability in the condensed consolidated balance sheets because this liability will be settled with the Company’s common stock. We used the probability-weighted method to determine the fair value of the contingent consideration payable in stock as of March 31, 2017, 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 Q Interactive Acquisition (the legal and accounting acquiree) at the Effective Date of the Q Interactive Acquisition. (In thousands) Assets acquired: Accounts receivable $ 4,673 Prepaid expenses and other current assets 213 Property and equipment 73 Intangible assets: Customer relationships 4,900 Trade names 1,700 Acquired proprietary technology 2,150 Databases 4,800 Non-competition agreements 1,040 Total intangible assets 14,590 Total assets acquired 19,549 Liabilities assumed: Trade accounts payable 2,297 Accrued expenses and other current liabilities 1,153 Deferred revenue 52 Total liabilities assumed 3,502 Goodwill 5,384 Total consideration $ 21,431 The intangible assets acquired in the Q Interactive Acquisition are amortized on a straight-line basis over the estimated useful lives. The useful lives for customer relationships, trade names, acquired 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 Q Interactive Acquisition 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 $1,765 and $3,619, respectively. The fair value of assets acquired and liabilities assumed from the Q Interactive Acquisition was based on a preliminary valuation and our estimates and assumptions are subject to change within the measurement period. The primary area of the purchase price not yet finalized is related to contingent consideration, as described above. Measurement period adjustments will be applied to the period that the adjustment is identified in our consolidated financial statements. Q Interactive Integration On January 18, 2017, the Company’s management and Board of Directors approved a plan to merge and fully integrate Q Interactive’s business into Fluent, LLC (“Fluent”), a wholly-owned subsidiary of the Company (the “Q Interactive Integration”). As a result, Q Interactive became a wholly-owned subsidiary of Fluent. We expect little or no customer or revenue attrition associated with the Q Interactive Integration. As a result of the cost synergies we will achieve through the Q Interactive Integration, we expect to realize annualized savings in our operating expenses of approximately $4,500 beginning in the second quarter of 2017. An aggregate of $668 in restructuring costs associated with the Q Interactive Integration was recognized in general and administrative expenses during the three months ended March 31, 2017, which was assigned to the Information Services and Performance Marketing segments in the amount of $200 and $468, respectively. Also, we wrote off the remaining balance of certain long-lived assets of $3,626, primarily relating to trade names and acquired proprietary technology acquired in the Q Interactive Acquisition, in the first quarter of 2017, and recognized it in the operating expenses as a write-off of long-lived assets. |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | 4. Intangible assets, net Intangible assets other than goodwill consist of the following: (In thousands) Amortization period March 31, 2017 December 31, 2016 Gross amount: Software developed for internal use 3-10 years 13,762 11,438 Acquired proprietary technology 5 years 11,382 13,532 Customer relationships 7-10 years 34,986 34,986 Trade names 20 years 16,357 18,057 Domain names 20 years 191 191 Databases 5-10 years 31,292 31,292 Non-competition agreements 2-5 years 1,768 1,768 109,738 111,264 Accumulated amortization: Software developed for internal use (729 ) (505 ) Acquired proprietary technology (2,986 ) (2,660 ) Customer relationships (6,037 ) (4,840 ) Trade names (1,073 ) (916 ) Domain names (13 ) (10 ) Databases (4,257 ) (3,354 ) Non-competition agreements (614 ) (448 ) (15,709 ) (12,733 ) Net intangible assets: Software developed for internal use 13,033 10,933 Acquired proprietary technology 8,396 10,872 Customer relationships 28,949 30,146 Trade names 15,284 17,141 Domain names 178 181 Databases 27,035 27,938 Non-competition agreements 1,154 1,320 $ 94,029 $ 98,531 The gross amount associated with software developed for internal use mainly represents capitalized costs of internally developed software. The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, acquired databases, and non-competition agreements all represent the fair values of intangible assets acquired as a result of the acquisition of Fluent on December 8, 2015 (the “Fluent Acquisition”) and the Q Interactive Acquisition. During the three months ended March 31, 2017, as a result of the Integration, the remaining balance of intangible assets of $3,560, relating to the acquired proprietary technology and trade names acquired in the Q Interactive Acquisition, was written off into the operating expenses as a write-off of long-lived assets. See Note 3, “Acquisition,” for details. Amortization expenses of $3,266 and $2,526 were included in depreciation and amortization expenses for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, intangible assets of $6,347, included in the gross amounts of software developed for internal use, have not started amortization. These intangible assets will start to amortize when they are put into use. As of March 31, 2017, estimated amortization expenses related to the Company’s intangible assets for the remainder of 2017 through 2022 and thereafter are as follows: (In thousands) Year March 31, 2017 Remainder of 2017 $ 10,173 2018 13,725 2019 13,447 2020 12,810 2021 9,856 2022 and thereafter 34,018 Total $ 94,029 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. As of March 31, 2017 and December 31, 2016, the balance of goodwill includes $5,227 as a result of the acquisition of Interactive Data, LLC (“Interactive Data”) effective on October 2, 2014, $155,645 as a result of the Fluent Acquisition effective on December 8, 2015, and $5,384 as a result of the Q Interactive Acquisition effective on June 8, 2016. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” As of March 31, 2017, there are no events or changes in circumstances to indicate that goodwill is impaired. |
Long-term debt, net
Long-term debt, net | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term debt, net | 6. Long-term debt, net Long-term debt, net, including promissory notes payable to certain shareholders, net, as of March 31, 2017, consist of the following: 12% term loan, 12% incremental term loan, 10% promissory notes, (In thousands) due 2020 due 2020 due 2021 Total Principal amount $ 42,234 $ 14,828 $ 10,000 $ 67,062 Less: unamortized debt issuance costs 3,694 918 366 4,978 Add: PIK interest accrued to the principal balance 553 13 337 903 Long-term debt, net 39,093 13,923 9,971 62,987 Less: Current portion of long-term debt 2,062 688 - 2,750 Long-term debt, net (non-current) $ 37,031 $ 13,235 $ 9,971 $ 60,237 Long-term debt, net, including promissory notes payable to certain shareholders, net, as of December 31, 2016, consist of the following: 12% term loan, 10% promissory notes, (In thousands) due 2020 due 2021 Total Principal amount $ 42,750 10,000 $ 52,750 Less: unamortized debt issuance costs 3,964 384 4,348 Add: PIK interest accrued to the principal balance 479 1,132 1,611 Long-term debt, net 39,265 10,748 50,013 Less: Current portion of long-term debt 4,135 - 4,135 Long-term debt, net (non-current) $ 35,130 $ 10,748 $ 45,878 Term Loan On December 8, 2015, Fluent entered into an agreement (“Credit Agreement”) with certain financial institutions, for a term loan in the amount of $45,000 (“Term Loan”), with Whitehorse Finance, Inc. acting as the agent (the “Term Loan Agent”). 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. Prior to the Amendment No. 3 to Credit Agreement entered into on January 19, 2017 (the “Amendment No. 3”), payments of principal in the amount of $563 each were due on the last day of each quarter, commencing March 31, 2016. Additionally, 50% of excess cash flow of Fluent and its subsidiaries for the immediately preceding fiscal year is required, in Term Loan Agent’s sole discretion, to be paid towards the Term Loan obligations, commencing with the fiscal year ending December 31, 2016. As a result of the excess cash flow for the year ended December 31, 2016, we reclassified a total amount of $1,885 into current portion of long-term debt in the condensed consolidated balance sheet as of December 31, 2016. Because the Term Loan Agent refused the prepayment, we reclassified the $1,885 back to non-current portion of long-term debt as of March 31, 2017. The Credit Agreement provides for certain other customary mandatory prepayments upon certain events, and also 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. Debt issuance costs, including the fair value of warrants issued to the Term Loan Agent and its affiliates in prior periods (“Whitehorse Warrants”), are amortized into interest expense over the term of the Term Loan using the interest method. The Whitehorse Warrants include warrants to purchase, in aggregate, 300,000 shares of common stock, with an exercise price of $5.08 per share. The Credit Agreement, as amended, contains customary representations and warranties, covenants (including certain financial covenants), and events of default, upon the occurrence of which the Term Loan Agent may accelerate the obligations under the Credit Agreement. Certain restrictive covenants impose limitations on the way we conduct our business, including limitations on the amount of additional debt we are able to incur and restricts our ability to make certain investments and other restricted payments, including certain intercompany payments of cash and other property. Incremental Term Loan On January 19, 2017, Fluent entered into the Amendment No. 3, amending Fluent's Term Loan facility dated December 8, 2015. The Amendment No. 3, among other things, provides for a new term loan in the principal amount of $15,000 ("Incremental Term Loan"), subject to the terms and conditions of the Amendment No. 3, and modifies certain other provisions set forth in the Credit Agreement, including certain financial covenants and related definitions. The entire Incremental Term Loan of $14,039, net of debt issuance costs of $961, was received on February 1, 2017. The Incremental Term Loan and Fluent's existing Term Loan (collectively, the "Term Loans") are guaranteed by the Company and the other direct and indirect subsidiaries of the Company, and are secured by substantially all of the assets of the Company and its direct and indirect subsidiaries, including Fluent, in each case, on an equal and ratable basis. The Term Loans accrue interest at the rate of: (a) either, at Fluent's option, LIBOR (subject to a floor of 0.50%) plus 10.5% per annum, or base rate plus 9.5% per annum, payable in cash, plus (b) 1% per annum, payable, at Fluent's option, in either cash or in-kind. Payments of principal of the Term Loans are $688 per quarter, replacing the original $563 for the Term Loan, payable at the end of each calendar quarter, commencing on March 31, 2017. The Term Loans mature on December 8, 2020. Promissory Notes On December 8, 2015, the Company entered into and consummated the promissory notes financing (the “Promissory Notes”) with each of Frost Gamma Investment Trust (“Frost Gamma”), an affiliate of Phillip Frost, M.D., the Vice Chairman of the Company’s Board of Directors, Under the terms of the Promissory Notes, 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 Promissory Notes earlier from the proceeds of a round of public equity financing. During the three months ended March 31, 2017, the Company repaid the accrued paid-in-kind (“PIK”) interest of $533, $426, and $107 to Frost Gamma, Michael Brauser and another investor, respectively. The fair value of Promissory Note 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 issuance costs, and the unamortized debt issuance costs as at March 31, 2017 and December 31, 2016 was $344 and $350, respectively. In connection with the Promissory Notes, on December 8, 2015, the Company, each lender under the Promissory Notes, and the Term Loan Agent, etc. entered into a Subordination Agreement (the “Subordination Agreement”), pursuant to which the debt under the Promissory Notes was made expressly subordinate to the debt under the Credit Agreement. In addition, the Subordination Agreement restricts the terms of the Promissory Notes, including certain modifications of such terms, and the ability of any lender under the Promissory Notes to take certain actions with respect to the obligations arising under the Promissory Notes. The terms of the Subordination Agreement shall remain in effect until such time that all obligations under the Credit Agreement are paid in full. The net balance of Promissory Notes was presented as promissory notes payable to certain shareholders, net, in the consolidated balance sheet. Fair value As mentioned above, the Company’s long-term debt outstanding as at March 31, 2017 represented 1) the Term Loans with interest at LIBOR (with a floor of 0.5%) plus 10.5% per annum, and 2) Promissory Notes pursuant to the agreements effective December 8, 2015, with a rate of interest of 10% per annum. Considering the Term Loans have a variable interest rate, and interest rates have been relatively stable, we regard the fair values of the long-term debt to approximate their carrying amount as of March 31, 2017. This fair value assessment represents Level 2 measurements. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 7. Income taxes The Company is subject to federal and state income taxes in the United States. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate changes, we make a cumulative adjustment in that quarter. The Company’s effective income tax rate differed from the statutory federal income tax rate of 34% for the three months ended March 31, 2017 and 2016. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the Company’s financial statements. The balance of unrecognized tax benefits as of March 31, 2017 and December 31, 2016 was $1,668. In our tax return filed for the year ended December 31, 2015, a loss of $4,375, resulting from the disposal of all assets and liabilities related to our Chinese and British Virgin Islands based subsidiaries (collectively, the “Advertising Business”) in 2015, was included. This uncertain tax position of $1,668 is reflected as a reduction in deferred tax assets. Based on management’s assessment, no tax benefit has been recognized for the loss mentioned above. This unrecognized tax benefit, if recognized, would favorably affect the Company’s annual effective tax rate before application of any valuation allowance. The Company has not accrued any interest or penalties as of March 31, 2017 with respect to its uncertain tax positions. The Company does not anticipate a significant increase or reduction in unrecognized tax benefits within the next twelve months. |
Common stock, treasury stock an
Common stock, treasury stock and warrants | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Common stock, treasury stock and warrants | 8. Common stock, treasury stock and warrants Common stock As of March 31, 2017 and December 31, 2016, the number of issued shares of common stock was 54,440,337 and 53,717,996, respectively, which included shares of treasury stock of 205,031 and 160,235, respectively. The change in the number of issued shares of common stock during the three months ended March 31, 2017 was due to the issuance of an aggregate of 722,341 shares of common stock as a result of the vesting of restricted stock units (“RSUs”), of which, 44,796 shares of common stock were withheld to pay withholding taxes upon such vesting, which are reflected in treasury stock. Treasury stock As of March 31, 2017, the Company held 205,031 shares in treasury, with a cost of $699. This increase in treasury stock during the three months ended March 31, 2017 was due to shares that were withheld to pay withholding taxes upon the vesting of RSUs. Warrants As of March 31, 2017 and December 31, 2016, warrants to purchase an aggregate of 2,220,102 shares of common stock were outstanding, with exercise prices ranging from $3.75 to $10.00 per share. |
Share-based payments
Share-based payments | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based payments | 9. Share-based payments As of March 31, 2017, the Company maintains two share-based incentive plans: the 2008 Share Incentive Plan (the “2008 Plan”), which was carried forward as a result of the reverse acquisition between the Company and The Best One, Inc. (“TBO”) consummated on March 21, 2015, whereby TBO became a wholly-owned subsidiary of the Company (the “TBO Merger”), and the Cogint, Inc. 2015 Stock Incentive Plan (the “2015 Plan”), which was approved during the annual meeting of stockholders on June 2, 2015, which authorized the issuance of 2,500,000 shares of common stock. The 2015 Plan was amended on June 3, 2016 at the Company’s annual meeting of stockholders which approved an increase of the number of shares of common stock authorized for issuance under the 2015 Plan to 12,500,000. 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 the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company. As of March 31, 2017, there were 180,568 and 5,632,992 shares of common stock reserved for issuance under the 2008 Plan and the 2015 Plan, respectively. Outside of the 2008 Plan and 2015 Plan, Marlin Capital Investments, LLC (“Marlin Capital”), a company which our Executive Chairman Michael Brauser owns 50% and is one of two managers, held RSUs representing the right to receive 2,000,000 shares of the Company’s common stock. These 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. For the three months ended March 31, 2017 and 2016, share-based compensation expenses of $311 and $311, associated with shares under the Marlin Capital agreement, were recognized, respectively. 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 payable in accordance with the Company’s general payroll practices and RSUs representing the right to receive 5,000,000 shares of common stock. The issuance of shares of common stock underlying the RSUs was approved by the stockholders at the annual meeting in 2016. These RSUs vest ratably over a four year period; provided, however, that no portion of the RSUs shall vest unless and until the Company has gross revenue in excess of $100.0 million and positive EBITDA in any one fiscal year during the vesting period (the “Vesting Conditions”). In addition, 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 determined that the Vesting Conditions were met, effective March 14, 2017, and as a result, 1,250,000 shares were vested, but Michael Brauser has elected to defer delivery of any vested RSUs until his separation from service from the Company or death or disability. Outside of the 2008 Plan and 2015 Plan, on December 8, 2015, at the time of Dr. 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, and the issuance of shares of common stock underlying such RSUs was approved by the stockholders at the annual meeting in 2016. These grants were fully vested on December 8, 2015, but Frost Gamma has elected to defer delivery of any vested RSUs until Dr. Phillip Frost’s separation from service from the Company or death or disability. Share options Details of share options activity during the three months ended March 31, 2017 were as follows: Number of options Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2016 352,000 $ 10.25 4.4 years $ - Outstanding as of March 31, 2017 352,000 $ 10.25 4.1 years $ - Options vested and expected to vest as of March 31, 2017 352,000 $ 10.25 4.1 years $ - Options exercisable as of March 31, 2017 283,250 $ 10.56 3.0 years $ - The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company’s common stock on March 31, 2017 of $4.65 and the exercise price, multiplied by the number of in-the-money stock options as of the same date. The unvested balance of options is shown below for the three months ended March 31, 2017: Number of options Weighted average exercise price per share Weighted average remaining contractual term Unvested as of December 31, 2016 68,750 $ 8.91 8.9 years Unvested as of March 31, 2017 68,750 $ 8.91 8.7 years Compensation expenses recognized from employee stock options for the three months ended March 31, 2017 and 2016 of $110 and $16, respectively, were recognized in general and administrative expenses in the condensed consolidated statements of operations. As of March 31, 2017, unrecognized share-based compensation cost relating to granted share options amounted to $336, which are expected to be recognized over a weighted average period of 2.7 years. Restricted stock units Details of unvested RSUs activity during the three months ended March 31, 2017 were as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2016 12,407,029 $ 8.40 Vested and delivered (677,545 ) $ 7.93 Withheld as treasury stock (1) (44,796 ) $ 12.08 Vested not delivered (2) (2,238,254 ) $ 9.71 Forfeited (77,250 ) $ 5.39 Unvested as of March 31, 2017 9,369,184 $ 8.13 ( 1 ) As discussed in Note 8, the increase in treasury stock was due to shares withheld to pay statutory withholding taxes upon the vesting of RSUs during the three months ended March 31, 2017. (2) Vested not delivered represent the vested RSUs with deferred delivery at a future time. As of March 31, 2017, the cumulative shares of RSUs included in “vested not delivered” above were 6,345,921. The Company recognized compensation expenses (included in sales and marketing expenses, and general and administrative expenses in the condensed consolidated statements of operations, and intangible assets in the condensed consolidated balance sheets) for these RSUs of $7,448 and $7,511 for the three months ended March 31, 2017 and 2016, respectively. The fair value of the RSUs was estimated using the market value of the Company’s common stock on the date of grant, which was equivalent to the closing price of the common stock on the grant date. As of March 31, 2017, unrecognized share-based compensation expenses associated with the granted RSUs amounted to $65,920, which are expected to be recognized over a weighted average period of 2.3 years. Shares issued to third-party vendors The Company issues shares to certain third-party vendors from time to time in lieu of cash for services rendered. Stock compensation expenses for shares issued to third-party vendors of $0 and $129 for the three months ended March 31, 2017 and 2016, respectively, were recognized in general and administrative expenses. The share-based compensation expenses for the Company’s share options, RSUs and common stock were allocated to the following accounts in the condensed consolidated financial statements for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, (In thousands) 2017 2016 Sales and marketing expenses $ 698 $ 546 General and administrative expenses 6,614 6,832 7,312 7,378 Capitalized in intangible assets 246 278 Total $ 7,558 $ 7,656 |
Segment information
Segment information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment information | 10. Segment information The Company currently manages its 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. Information regarding our Information Services and Performance Marketing segments is as follows: Three Months Ended March 31, (In thousands) 2017 2016 Revenue: Information Services $ 16,418 $ 11,051 Performance Marketing 34,348 28,373 $ 50,766 $ 39,424 Loss (income) from operations: Information Services $ (5,004 ) $ (5,151 ) Performance Marketing (1,332 ) 2,315 (6,336 ) (2,836 ) Corporate (1) (4,162 ) (5,336 ) $ (10,498 ) $ (8,172 ) Depreciation and amortization: Information Services $ 1,328 $ 1,151 Performance Marketing 2,093 1,458 $ 3,421 $ 2,609 Write-off of long-lived assets Information Services $ 1,189 $ - Performance Marketing 2,437 - $ 3,626 $ - Share-based payments: Information Services $ 2,940 $ 2,983 Performance Marketing 1,013 766 3,953 3,749 Corporate (1) 3,359 3,629 $ 7,312 $ 7,378 Capital expenditure: Information Services $ 2,051 $ 2,995 Performance Marketing 289 219 $ 2,340 $ 3,214 (In thousands) March 31, 2017 December 31, 2016 Assets: Information Services $ 92,770 $ 91,405 Performance Marketing 202,936 197,937 295,706 289,342 Corporate (2) 20,867 22,569 $ 316,573 $ 311,911 Intangible assets, net: Information Services $ 52,107 $ 52,424 Performance Marketing 41,922 46,107 $ 94,029 $ 98,531 Goodwill: Information Services $ 44,178 $ 44,178 Performance Marketing 122,078 122,078 $ 166,256 $ 166,256 (1) ( 2 ) A reconciliation of loss from operations from segments to loss from continuing operations before income taxes for the periods presented is as follows: Three Months Ended March 31, (In thousands) 2017 2016 Loss from operations from segments $ (6,336 ) $ (2,836 ) Corporate (1) (4,162 ) (5,336 ) Total other expense (2) (2,227 ) (2,122 ) Loss before income taxes $ (12,725 ) $ (10,294 ) (1) (2) Revenue by geography is based on the location of the customers. The following table sets forth revenue by geographic areas: Three Months Ended March 31, (In thousands) 2017 2016 Revenue: United States $ 46,694 $ 35,405 Outside of the United States (1) 4,072 4,019 $ 50,766 $ 39,424 (1) |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | 11. Related party transactions For the three months ended March 31, 2017 and 2016, material related party transactions were as follows: Financing On December 8, 2015, the Company entered into and consummated Promissory Notes with certain investors, for an aggregate financing of $10.0 million, pursuant to which the Company received $5.0 million from Frost Gamma, $4.0 million from Michael Brauser, and $1.0 million from another investor. As of March 31, 2017, the principal, plus accrued PIK interest, of such Promissory Notes, owing to Frost Gamma, Michael Brauser and such other investor, were $5,169, $4,135, and $1,034, respectively. During the three months ended March 31, 2017, the Company repaid $533, $426, and $107 to Frost Gamma, Michael Brauser and another investor, respectively. See Note 6, “Long-term debt, net, Conversion of Series B Preferred On February 22, 2016, the Company’s Series B Preferred, 450,962 shares in total, including 141,430 shares previously issued to Frost Gamma in relation to certain financial arrangements, and 156,544 and 105,704 shares previously issued to Ryan Schulke, Chief Executive Officer of Fluent, and Matthew Conlin, President of Fluent, respectively, in connection with the Fluent Acquisition, automatically converted into the Company’s common stock, by multiplying each such share of Series B Preferred by 50. Earn-out Shares On March 11, 2016, the Company issued 900,108 common earn-out shares to Frost Gamma, and 1,800,220 Series A earn-out shares to certain investors (which were subsequently converted to 1,800,220 shares of common stock), including 567,069 shares to Grander Holdings, Inc. 401K, an entity owned by Michael Brauser, the Executive Chairman of the Board of Directors, upon a determination by the Board of Directors that certain financial targets had been achieved as set forth in the merger agreement of the TBO Merger effective on March 21, 2015. Business Consulting Agreement Marlin Capital holds RSUs representing the right to receive 2,000,000 shares of the Company’s common stock. These 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. For the three months ended March 31, 2017 and 2016, share-based compensation expenses of $311 and $311, associated with shares under the Marlin Capital agreement, were recognized, respectively. See Note 9, “Share-based payments,” for details. Others Effective on August 1, 2015, the Company entered into a consulting agreement with DAB Management Group Inc. (“DAB”) for DAB to provide consulting services related to business development, future acquisitions 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, a director of the Company at the time the DAB Agreement was entered into and the son of Michael Brauser, Executive Chairman of the Company. Under the DAB Agreement, the consulting service fee is $20 per month. The Company recognized consulting service fee of $60 each for the three months ended March 31, 2017 and 2016. 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 $0 and $75 for the three months ended March 31, 2017 and 2016, respectively. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 12. Commitments and contingencies (a) Capital commitment The Company incurred data costs of $1,075 and $1,115 for the three months ended March 31, 2017 and 2016, respectively, under certain non-cancellable data licensing agreements. As of March 31, 2017, material capital commitments under non-cancellable data licensing agreements were $24,345, shown as follows: (In thousands) Year March 31, 2017 Remainder of 2017 $ 3,188 2018 4,415 2019 5,210 2020 5,575 2021 4,655 2022 and thereafter 1,302 Total $ 24,345 (b) Contingency Other than as described below, 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, results of operations or cash flows. Legal fees associated with such legal proceedings, are expensed as incurred. We review legal proceedings and claims on an ongoing basis and follow appropriate accounting guidance, including ASC 450, when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, we determined that there were no matters that required an accrual as of the balance sheet date, March 31, 2017. The Company estimates that adverse rulings in pending litigation matters could result in a possible loss of between $3,000 and $6,000. 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 (the “Bankruptcy Court”), regarding a dispute over ownership of certain intellectual property to which both TRADS and Company subsidiary TBO have asserted competing ownership claims. TBO asserted that it purchased this intellectual property from Ole Poulsen (“Poulsen”), the Company’s Chief Science Officer (“Purchased IP”). TRADS has since dropped Interactive Data as a party, and added TBO and Ole Poulsen. On June 10, 2015, over TRADS’ objections, the Bankruptcy 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 Bankruptcy 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 Bankruptcy Court. On April 20, 2016, the Bankruptcy Court denied the motion for summary judgment. Trial took place on May 16 and 17, 2016 and June 15, 22-24 and 27, 2016. The parties submitted post-trial memoranda to the Bankruptcy Court on July 12, 2016. On August 18, 2016, the Bankruptcy Court entered a trial order (“Trial Order”) and final judgment (the “Final Judgment”) in favor of TRADS finding the Purchased IP is owned by TRADS, and ordering the Company, TBO and Poulsen to turn over all copies of the Purchased IP in their possession. The Bankruptcy Court also ordered the Company and TBO to pay TRADS’ attorneys’ fees and costs, in an amount to be determined at a later time by the Bankruptcy Court. On October 7, 2016, TRADS filed a motion seeking its attorneys’ fees and costs. A preliminary hearing was initially set on this motion for October 18, 2016, and then continued until November 15, 2016. On November 15, 2016, the Bankruptcy Court again continued the motion to December 20, 2016 and again continued to February 15, 2017, and again continued to April 4, 2017. On April 4, 2017, the Bankruptcy Court held a pretrial hearing on TRADS’ motion for attorneys’ fees and costs, and on April 11, 2017, entered a Pretrial Scheduling Order setting the trial on the attorneys’ fees and costs on August 14-16, 2017. On April 19, 2017, TBO filed a motion for partial summary judgment on various threshold legal issues relating to TRADS’ request for attorneys’ fees and costs. On April 26, 2017, TRADS filed its response to the motion for partial summary judgment. TBO filed its reply on the motion on May 3, 2017. The Company, TBO and Poulsen have appealed the Bankruptcy Court’s ruling to the United States District Court, Southern District of Florida (the “District Court”), and on October 11, 2016, filed a motion for stay of the Final Judgment pending appeal in the District Court. By stipulation of the parties, TRADS agreed not to enforce the turnover of the Purchased IP until at least October 27, 2016, while the stay motion was briefed. On October 25, 2016, the Company, TBO and Poulsen filed an emergency motion for an interim stay of the Final Judgment until the stay motion filed October 11, 2016 could be resolved. The District Court granted the interim stay and on November 8, 2016 held a hearing on whether to keep the stay in effect while the appeal is pending. On December 14, 2016, the District Court denied TBO and Poulsen’s motion for stay of the Final Judgment pending appeal, however, the judge stayed the effectiveness of that order for seven days to allow TBO to appeal the stay ruling to the Eleventh Circuit Court of Appeals. The order further provided that the effectiveness of the order would be further delayed until the Eleventh Circuit Court of Appeals ruled on a request for stay. In December 2016, the Company, TBO and Poulsen filed notices of appeal to the Eleventh Circuit Court of Appeals seeking review of the District Court’s orders denying their motions for stay pending appeal. TRADS moved to dismiss the appeal of the stay ruling to the Eleventh Circuit Court of Appeals for lack of jurisdiction. On February 28, 2017, the Eleventh Circuit Court of Appeals ruled that while it did not have jurisdiction over the appeals, before the District Court finally adjudicated the appeals, it had inherent power to consider the stay motions. The Eleventh Circuit Court of Appeals denied the stay motions but ruled that the Company “has established that it has strong likelihood of succeeding in its argument that the judgment incorrectly identifies it as The Best One, Inc.’s legal successor entity…” TBO and Poulsen have complied with the orders, with Poulsen turning over the Purchased IP to TRADS. The Eleventh Circuit Court of Appeals returned the case to the District Court until completion of the appeal before that court. As a result of the Trial Order and Final Judgment, during 2016, the Company wrote off $4,055 of intangible assets for both the Purchased IP and capitalized legal costs incurred and paid in defending the claims. An adverse ruling on the award of attorneys’ fees and costs could have an immediate near-term impact on the Company’s financial position, results of operations, and liquidity. As of the date hereof, 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 (the “Circuit Court”), against James Reilly, then 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 Circuit 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. The evidentiary hearing on TRADS’ motion took place on May 4 and 5, 2016. On July 1, 2016, a temporary injunction was entered against Mr. Reilly. On July 15, 2016, Mr. Reilly filed a notice of appeal, appealing the trial court’s injunction order to the Fourth District Court of Appeal. On October 3, 2016, Mr. Reilly filed an answer, affirmative defenses, and counterclaim asserting claims against TRADS for fraudulent and negligent misrepresentation. TRADS responded to the counterclaim on November 16, 2016 by filing a motion to dismiss. On October 5, 2016, the Fourth District Court of Appeal affirmed the trial court’s injunction order. On February 17, 2017, the Circuit Court heard TRADS’ motion to dismiss, granted the motion without prejudice, and gave leave to Mr. Reilly to amend his answer, affirmative defenses, and counterclaim alleging TRADS’ fraudulent and negligent misrepresentation. On February 28, 2017, Mr. Reilly filed a motion to amend the temporary injunction. That motion was heard by the Circuit Court on March 9, 2017. On March 23, 2017, the Circuit Court entered an order granting the motion to modify, and reduced the duration of the temporary injunction from two years to one year. The temporary injunction will now expire at midnight on June 30, 2017. Mr. Reilly filed his amended answer, affirmative defenses and counterclaim on March 6, 2017. TRADS responded to the amended counterclaim by filing a motion to dismiss on March 21, 2017. That motion has not yet been set for hearing. An adverse ruling could have an immediate near-term impact on the Company’s financial position, results of operations, and liquidity. 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 District Court against Surya Challa, former 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. On March 23, 2016, the District Court denied TRADS’ motion for preliminary injunction. On April 22, 2016, TRADS filed a notice of appeal seeking review of the trial court’s order denying the motion for preliminary injunction. On September 23, 2016, the District Court judge entered an order staying the case pending appeal. On December 16, 2016, Mr. Challa filed a motion to dismiss the appeal as moot because he is no longer employed by the Company. On January 12, 2017, the Eleventh Circuit Court of Appeals issued an opinion affirming the district court’s order denying TRADS’ motion for preliminary injunction. The Eleventh Circuit Court of Appeals also denied Mr. Challa’s motion to dismiss the appeal as moot. On March 31, 2017, the parties attended a court-ordered settlement conference during which a settlement was reached between the parties. The case was dismissed with prejudice on April 5, 2017. On August 10, 2016, the Company filed a lawsuit against TransUnion and related parties, in the Eleventh Judicial Circuit Court in and for Miami-Dade County, Florida, alleging tortious interference with its prospective business relationship with Datamyx, LLC (“Datamyx”). The complaint was amended on October 18, 2016. The Company alleges that it was in negotiations to acquire Datamyx, and a definitive transaction was imminent, when TransUnion interfered with the proposed Datamyx acquisition solely as an act of malice in order to damage the Company. As a result of the interference, Datamyx abruptly terminated negotiations with the Company and was ultimately acquired by another suitor. The Company is seeking damages, including lost profits. As of the date hereof, this case is ongoing. On March 16, 2017, Cogint, Inc. (“Cogint”) was served with a complaint filed by TRADS in the District Court alleging trademark infringement and unfair competition relating to reference to TRADS’ product in marketing materials. Cogint filed a motion to dismiss the complaint on April 6, 2017. On April 20, 2017, TRADS filed an amended complaint adding Interactive Data as a party. The amended complaint alleges trademark infringement and unfair competition against both Cogint and Interactive Data, and also alleges claims of vicarious liability for trademark infringement and unfair competition against Cogint. On May 4, 2017, Cogint and Interactive Data responded to the amended complaint by filing an answer and affirmative defenses. On March 16, 2017, Cogint, Cogint’s subsidiary IDI Holdings, LLC (“IDI Holdings”), Michael Brauser, and Derek Dubner were served with a complaint filed by TRADS in the Eleventh Judicial Circuit Court in and for Miami-Dade County, Florida. The complaint alleges a claim for tortious interference against Cogint and IDI Holdings, a claim for civil conspiracy against Mr. Brauser and Mr. Dubner, and a claim for breach of fiduciary duty against Mr. Dubner, relating to, among other things, the hiring of Messrs. Reilly and Challa, and the Company’s Chief Financial Officer, Mr. MacLachlan. The defendants responded to the complaint on April 27, 2017 by filing a motion to dismiss. We believe that this case is meritless and will defend it vigorously. An adverse ruling could have an immediate near-term impact on the Company’s financial position, results of operations, and liquidity. As of the date hereof, 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, results of operations or cash flows. 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, results of operations and cash flows. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | 13. Subsequent events On April 11, 2017, the Company’s Board of Directors approved the grant of 10,000 RSUs to a third-party consultant for services rendered, which became fully vested on April 18, 2017. Effective April 13, 2017, the Company’s Compensation Committee approved the grants of 1,907,000 RSUs to certain employees and directors, with vesting periods ranging from one to four years. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of preparation and liquidity | (a) Basis of preparation and liquidity The accompanying unaudited condensed consolidated financial statements have been prepared for Cogint, Inc., a Delaware corporation, in accordance with accounting principles generally accepted in the United States (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending December 31, 2017. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date included in the 2016 Form 10-K, but does not include all disclosures including notes required by US GAAP. Principles of consolidation The condensed 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. |
Recently issued accounting standards | (b) 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) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In February 2016, FASB issued ASU No. 2016-02 (“ASU 2016-02”), “ Leases (Topic 842),” In March 2016, FASB issued ASU No. 2016-09 (“ASU 2016-09”), “ Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting,” In August 2016, FASB issued ASU No. 2016-15 (“ASU 2016-15”), “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance for certain cash flow issues, including contingent consideration payments made after a business combination and debt prepayment or debt extinguishment costs, etc. The guidance will be effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, and early adoption is permitted. We are still evaluating the impact of ASU 2016-15 on our condensed consolidated financial statements. |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The information related to basic and diluted loss per share for the three months ended March 31, 2017 and 2016 is as follows: Three Months Ended March 31, (In thousands, except share data) 2017 2016 Numerator: Net loss $ (12,725 ) $ (6,772 ) Denominator: Weighted average shares outstanding - Basic and diluted 53,811,688 27,468,214 Loss per share: Basic and diluted: $ (0.24 ) $ (0.25 ) |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Q Interactive, LLC [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 Q Interactive Acquisition (the legal and accounting acquiree) at the Effective Date of the Q Interactive Acquisition. (In thousands) Assets acquired: Accounts receivable $ 4,673 Prepaid expenses and other current assets 213 Property and equipment 73 Intangible assets: Customer relationships 4,900 Trade names 1,700 Acquired proprietary technology 2,150 Databases 4,800 Non-competition agreements 1,040 Total intangible assets 14,590 Total assets acquired 19,549 Liabilities assumed: Trade accounts payable 2,297 Accrued expenses and other current liabilities 1,153 Deferred revenue 52 Total liabilities assumed 3,502 Goodwill 5,384 Total consideration $ 21,431 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consist of the following: (In thousands) Amortization period March 31, 2017 December 31, 2016 Gross amount: Software developed for internal use 3-10 years 13,762 11,438 Acquired proprietary technology 5 years 11,382 13,532 Customer relationships 7-10 years 34,986 34,986 Trade names 20 years 16,357 18,057 Domain names 20 years 191 191 Databases 5-10 years 31,292 31,292 Non-competition agreements 2-5 years 1,768 1,768 109,738 111,264 Accumulated amortization: Software developed for internal use (729 ) (505 ) Acquired proprietary technology (2,986 ) (2,660 ) Customer relationships (6,037 ) (4,840 ) Trade names (1,073 ) (916 ) Domain names (13 ) (10 ) Databases (4,257 ) (3,354 ) Non-competition agreements (614 ) (448 ) (15,709 ) (12,733 ) Net intangible assets: Software developed for internal use 13,033 10,933 Acquired proprietary technology 8,396 10,872 Customer relationships 28,949 30,146 Trade names 15,284 17,141 Domain names 178 181 Databases 27,035 27,938 Non-competition agreements 1,154 1,320 $ 94,029 $ 98,531 |
Schedule of Estimated Amortization Expenses | As of March 31, 2017, estimated amortization expenses related to the Company’s intangible assets for the remainder of 2017 through 2022 and thereafter are as follows: (In thousands) Year March 31, 2017 Remainder of 2017 $ 10,173 2018 13,725 2019 13,447 2020 12,810 2021 9,856 2022 and thereafter 34,018 Total $ 94,029 |
Long-term debt, net (Tables)
Long-term debt, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debts, Including Promissory Notes Payable to Certain Shareholders, Net | Long-term debt, net, including promissory notes payable to certain shareholders, net, as of March 31, 2017, consist of the following: 12% term loan, 12% incremental term loan, 10% promissory notes, (In thousands) due 2020 due 2020 due 2021 Total Principal amount $ 42,234 $ 14,828 $ 10,000 $ 67,062 Less: unamortized debt issuance costs 3,694 918 366 4,978 Add: PIK interest accrued to the principal balance 553 13 337 903 Long-term debt, net 39,093 13,923 9,971 62,987 Less: Current portion of long-term debt 2,062 688 - 2,750 Long-term debt, net (non-current) $ 37,031 $ 13,235 $ 9,971 $ 60,237 Long-term debt, net, including promissory notes payable to certain shareholders, net, as of December 31, 2016, consist of the following: 12% term loan, 10% promissory notes, (In thousands) due 2020 due 2021 Total Principal amount $ 42,750 10,000 $ 52,750 Less: unamortized debt issuance costs 3,964 384 4,348 Add: PIK interest accrued to the principal balance 479 1,132 1,611 Long-term debt, net 39,265 10,748 50,013 Less: Current portion of long-term debt 4,135 - 4,135 Long-term debt, net (non-current) $ 35,130 $ 10,748 $ 45,878 |
Share-based payments (Tables)
Share-based payments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share Options Activity | Details of share options activity during the three months ended March 31, 2017 were as follows: Number of options Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2016 352,000 $ 10.25 4.4 years $ - Outstanding as of March 31, 2017 352,000 $ 10.25 4.1 years $ - Options vested and expected to vest as of March 31, 2017 352,000 $ 10.25 4.1 years $ - Options exercisable as of March 31, 2017 283,250 $ 10.56 3.0 years $ - |
Unvested Balance of Options | The unvested balance of options is shown below for the three months ended March 31, 2017: Number of options Weighted average exercise price per share Weighted average remaining contractual term Unvested as of December 31, 2016 68,750 $ 8.91 8.9 years Unvested as of March 31, 2017 68,750 $ 8.91 8.7 years |
Schedule of Restricted Share Units Activity | Details of unvested RSUs activity during the three months ended March 31, 2017 were as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2016 12,407,029 $ 8.40 Vested and delivered (677,545 ) $ 7.93 Withheld as treasury stock (1) (44,796 ) $ 12.08 Vested not delivered (2) (2,238,254 ) $ 9.71 Forfeited (77,250 ) $ 5.39 Unvested as of March 31, 2017 9,369,184 $ 8.13 ( 1 ) As discussed in Note 8, the increase in treasury stock was due to shares withheld to pay statutory withholding taxes upon the vesting of RSUs during the three months ended March 31, 2017. (2) Vested not delivered represent the vested RSUs with deferred delivery at a future time. As of March 31, 2017, the cumulative shares of RSUs included in “vested not delivered” above were 6,345,921. |
Schedule of Share-based Compensation | The share-based compensation expenses for the Company’s share options, RSUs and common stock were allocated to the following accounts in the condensed consolidated financial statements for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, (In thousands) 2017 2016 Sales and marketing expenses $ 698 $ 546 General and administrative expenses 6,614 6,832 7,312 7,378 Capitalized in intangible assets 246 278 Total $ 7,558 $ 7,656 |
Segment information (Tables)
Segment information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Information Services and Performance Marketing Segments | Information regarding our Information Services and Performance Marketing segments is as follows: Three Months Ended March 31, (In thousands) 2017 2016 Revenue: Information Services $ 16,418 $ 11,051 Performance Marketing 34,348 28,373 $ 50,766 $ 39,424 Loss (income) from operations: Information Services $ (5,004 ) $ (5,151 ) Performance Marketing (1,332 ) 2,315 (6,336 ) (2,836 ) Corporate (1) (4,162 ) (5,336 ) $ (10,498 ) $ (8,172 ) Depreciation and amortization: Information Services $ 1,328 $ 1,151 Performance Marketing 2,093 1,458 $ 3,421 $ 2,609 Write-off of long-lived assets Information Services $ 1,189 $ - Performance Marketing 2,437 - $ 3,626 $ - Share-based payments: Information Services $ 2,940 $ 2,983 Performance Marketing 1,013 766 3,953 3,749 Corporate (1) 3,359 3,629 $ 7,312 $ 7,378 Capital expenditure: Information Services $ 2,051 $ 2,995 Performance Marketing 289 219 $ 2,340 $ 3,214 (In thousands) March 31, 2017 December 31, 2016 Assets: Information Services $ 92,770 $ 91,405 Performance Marketing 202,936 197,937 295,706 289,342 Corporate (2) 20,867 22,569 $ 316,573 $ 311,911 Intangible assets, net: Information Services $ 52,107 $ 52,424 Performance Marketing 41,922 46,107 $ 94,029 $ 98,531 Goodwill: Information Services $ 44,178 $ 44,178 Performance Marketing 122,078 122,078 $ 166,256 $ 166,256 (1) ( 2 ) |
Reconciliation of Loss from Operations from Segments to Loss from Continuing Operations Before Income Taxes | A reconciliation of loss from operations from segments to loss from continuing operations before income taxes for the periods presented is as follows: Three Months Ended March 31, (In thousands) 2017 2016 Loss from operations from segments $ (6,336 ) $ (2,836 ) Corporate (1) (4,162 ) (5,336 ) Total other expense (2) (2,227 ) (2,122 ) Loss before income taxes $ (12,725 ) $ (10,294 ) (1) (2) |
Schedule of Revenue by Geography Based on Customer Location | Revenue by geography is based on the location of the customers. The following table sets forth revenue by geographic areas: Three Months Ended March 31, (In thousands) 2017 2016 Revenue: United States $ 46,694 $ 35,405 Outside of the United States (1) 4,072 4,019 $ 50,766 $ 39,424 (1) |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Capital Payments under Non-cancellable Data Licensing Agreements | As of March 31, 2017, material capital commitments under non-cancellable data licensing agreements were $24,345, shown as follows: (In thousands) Year March 31, 2017 Remainder of 2017 $ 3,188 2018 4,415 2019 5,210 2020 5,575 2021 4,655 2022 and thereafter 1,302 Total $ 24,345 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Jan. 01, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Income taxes | $ (3,522) | ||
Accounting Standards Update 2016-09 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Opening deferred tax assets, valuation allowance | $ 301 | ||
Increase to the deferred tax asset balance related to the cumulative-effect adjustment | $ 301 | ||
Income taxes | $ 1,297 | ||
Increase (decrease) in the valuation allowance | $ (1,297) |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (12,725) | $ (6,772) |
Weighted average shares outstanding - Basic and diluted | 53,811,688 | 27,468,214 |
Loss per share: | ||
Loss per share, Basic and diluted | $ (0.24) | $ (0.25) |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Common stock, par value | $ 0.0005 | $ 0.0005 | |
Contingent consideration payable in stock | $ 10,225 | $ 10,225 | |
Goodwill | 166,256 | $ 166,256 | |
Expected annualized savings in operating expenses | 4,500 | ||
Write-off of long-lived assets | 3,626 | ||
Trade Names and Acquired Proprietary Technology [Member] | |||
Business Acquisition [Line Items] | |||
Write-off of long-lived assets | 3,626 | ||
General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Restructuring costs associated with Integration | 668 | ||
Information Services [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 1,765 | ||
Information Services [Member] | General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Restructuring costs associated with Integration | 200 | ||
Performance Marketing [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 3,619 | ||
Performance Marketing [Member] | General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Restructuring costs associated with Integration | $ 468 | ||
Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 20 years | 20 years | |
Q Interactive, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Effective date of business acquisition | Jun. 8, 2016 | Jun. 8, 2016 | |
Common stock, par value | $ 0.0005 | ||
Business acquisition, gross revenue earn-out target for contingent consideration | $ 25,000 | ||
Number of common stock applied for additional consideration, shares | 1,200,000 | ||
Earn-out period | 1 year | ||
Number of common stock applied for additional consideration, values | $ 10,000 | ||
Common stock trading days considered to determine volume weighted average price | 10 days | ||
Fair value of contingent consideration assuming earn-out target would be met | $ 10,000 | ||
Contingent consideration payable in stock | $ 10,225 | ||
Weighted average useful life of acquired intangible assets | 8 years | ||
Goodwill | $ 5,384 | $ 5,384 | $ 5,384 |
Q Interactive, LLC [Member] | Customer Relationship [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 10 years | ||
Q Interactive, LLC [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 20 years | ||
Q Interactive, LLC [Member] | Acquired Proprietary Technology [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 5 years | ||
Q Interactive, LLC [Member] | Databases [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 5 years | ||
Q Interactive, LLC [Member] | Non-competition Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life of intangible assets | 2 years | ||
Q Interactive, LLC [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, common stock issued | 2,369,190 |
Acquisition - Summary of Purcha
Acquisition - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Jun. 08, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Liabilities assumed: | |||
Goodwill | $ 166,256 | $ 166,256 | |
Q Interactive, LLC [Member] | |||
Assets acquired: | |||
Accounts receivable | $ 4,673 | ||
Prepaid expenses and other current assets | 213 | ||
Property and equipment | 73 | ||
Intangible assets, net | 14,590 | ||
Total assets acquired | 19,549 | ||
Liabilities assumed: | |||
Trade accounts payable | 2,297 | ||
Accrued expenses and other current liabilities | 1,153 | ||
Deferred revenue | 52 | ||
Total liabilities assumed | 3,502 | ||
Goodwill | 5,384 | $ 5,384 | $ 5,384 |
Total consideration | 21,431 | ||
Q Interactive, LLC [Member] | Customer Relationship [Member] | |||
Assets acquired: | |||
Intangible assets, net | 4,900 | ||
Q Interactive, LLC [Member] | Trade Names [Member] | |||
Assets acquired: | |||
Intangible assets, net | 1,700 | ||
Q Interactive, LLC [Member] | Acquired Proprietary Technology [Member] | |||
Assets acquired: | |||
Intangible assets, net | 2,150 | ||
Q Interactive, LLC [Member] | Databases [Member] | |||
Assets acquired: | |||
Intangible assets, net | 4,800 | ||
Q Interactive, LLC [Member] | Non-competition Agreements [Member] | |||
Assets acquired: | |||
Intangible assets, net | $ 1,040 |
Intangible assets, net - Intang
Intangible assets, net - Intangible Assets Other than Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | $ 109,738 | $ 111,264 |
Accumulated amortization | (15,709) | (12,733) |
Net intangible assets | 94,029 | 98,531 |
Software Developed for Internal Use [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | 13,762 | 11,438 |
Accumulated amortization | (729) | (505) |
Net intangible assets | $ 13,033 | $ 10,933 |
Software Developed for Internal Use [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 3 years | 3 years |
Software Developed for Internal Use [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 10 years | 10 years |
Acquired Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 5 years | 5 years |
Gross amount | $ 11,382 | $ 13,532 |
Accumulated amortization | (2,986) | (2,660) |
Net intangible assets | 8,396 | 10,872 |
Customer Relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | 34,986 | 34,986 |
Accumulated amortization | (6,037) | (4,840) |
Net intangible assets | $ 28,949 | $ 30,146 |
Customer Relationship [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 7 years | 7 years |
Customer Relationship [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 10 years | 10 years |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 20 years | 20 years |
Gross amount | $ 16,357 | $ 18,057 |
Accumulated amortization | (1,073) | (916) |
Net intangible assets | $ 15,284 | $ 17,141 |
Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 20 years | 20 years |
Gross amount | $ 191 | $ 191 |
Accumulated amortization | (13) | (10) |
Net intangible assets | 178 | 181 |
Databases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | 31,292 | 31,292 |
Accumulated amortization | (4,257) | (3,354) |
Net intangible assets | $ 27,035 | $ 27,938 |
Databases [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 5 years | 5 years |
Databases [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 10 years | 10 years |
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | $ 1,768 | $ 1,768 |
Accumulated amortization | (614) | (448) |
Net intangible assets | $ 1,154 | $ 1,320 |
Non-competition Agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 2 years | 2 years |
Non-competition Agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 5 years | 5 years |
Intangible assets, net - Additi
Intangible assets, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Write-off of long-lived assets | $ 3,626 | |
Amortization expenses | 3,266 | $ 2,526 |
Software Developed for Internal Use [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets that have not started amortization | 6,347 | |
Q Interactive Acquisition [Member] | Acquired Proprietary Technology and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Write-off of long-lived assets | $ 3,560 |
Intangible assets, net - Schedu
Intangible assets, net - Schedule of Estimated Amortization Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2017 | $ 10,173 | |
2,018 | 13,725 | |
2,019 | 13,447 | |
2,020 | 12,810 | |
2,021 | 9,856 | |
2022 and thereafter | 34,018 | |
Net intangible assets | $ 94,029 | $ 98,531 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Jun. 08, 2016 | Dec. 08, 2015 | Oct. 02, 2014 | |
Goodwill [Line Items] | |||||
Goodwill | $ 166,256,000 | $ 166,256,000 | |||
Impairment of goodwill | $ 0 | ||||
Interactive Data [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 5,227,000 | ||||
Effective date of business acquisition | Oct. 2, 2014 | Oct. 2, 2014 | |||
Fluent Acquisition [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 155,645,000 | ||||
Effective date of business acquisition | Dec. 8, 2015 | Dec. 8, 2015 | |||
Q Interactive, LLC [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 5,384,000 | $ 5,384,000 | $ 5,384,000 | ||
Effective date of business acquisition | Jun. 8, 2016 | Jun. 8, 2016 |
Long-term debts, net - Schedule
Long-term debts, net - Schedule of Long-term Debts, Including Promissory Notes Payable to Certain Shareholders, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal amount | $ 67,062 | $ 52,750 |
Less: unamortized debt issuance costs | 4,978 | 4,348 |
Add: PIK interest accrued to the principal balance | 903 | 1,611 |
Long-term debt, net | 62,987 | 50,013 |
Less: Current portion of long-term debt | 2,750 | 4,135 |
Long-term debt, net (non-current) | 60,237 | 45,878 |
12% Term Loan, Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 42,234 | 42,750 |
Less: unamortized debt issuance costs | 3,694 | 3,964 |
Add: PIK interest accrued to the principal balance | 553 | 479 |
Long-term debt, net | 39,093 | 39,265 |
Less: Current portion of long-term debt | 2,062 | 4,135 |
Long-term debt, net (non-current) | 37,031 | 35,130 |
12% Incremental Term Loan, Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 14,828 | |
Less: unamortized debt issuance costs | 918 | |
Add: PIK interest accrued to the principal balance | 13 | |
Long-term debt, net | 13,923 | |
Less: Current portion of long-term debt | 688 | |
Long-term debt, net (non-current) | 13,235 | |
10% Promissory Notes, Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 10,000 | 10,000 |
Less: unamortized debt issuance costs | 366 | 384 |
Add: PIK interest accrued to the principal balance | 337 | 1,132 |
Long-term debt, net | 9,971 | 10,748 |
Long-term debt, net (non-current) | $ 9,971 | $ 10,748 |
Long-term debts, net - Addition
Long-term debts, net - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2017 | Dec. 08, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 01, 2017 | Feb. 22, 2016 |
Debt Instrument [Line Items] | |||||||
Non-current portion of long-term debt | $ 60,237 | $ 45,878 | |||||
Principal amount | 67,062 | 52,750 | |||||
Long-term debt | $ 62,987 | 50,013 | |||||
Promissory notes | $ 10,000 | ||||||
Promissory note, interest rate | 10.00% | 10.00% | |||||
Interest paid | $ 1,247 | $ 1,276 | |||||
Closing stock market price | $ 4.65 | ||||||
Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt discount | $ 344 | $ 350 | |||||
Series B Preferred Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares granted | 100 | 0 | 0 | ||||
Amount of increment pursuant to issue of preferred shares | $ 1,000 | ||||||
Preferred stock, shares issued upon conversion | 50 | 50 | |||||
Michael Brauser, Executive Chairman of the Board [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 4,135 | ||||||
Promissory notes | 4,000 | ||||||
Michael Brauser, Executive Chairman of the Board [Member] | Payment in Kind (PIK) Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest paid | 426 | ||||||
Another Investor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 1,034 | ||||||
Promissory notes | 1,000 | ||||||
Another Investor [Member] | Payment in Kind (PIK) Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest paid | 107 | ||||||
Frost Gamma Investments Trust [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 5,169 | ||||||
Promissory notes | 5,000 | ||||||
Frost Gamma Investments Trust [Member] | Payment in Kind (PIK) Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest paid | 533 | ||||||
Fluent Acquisition [Member] | Cash and Cash Equivalents [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Financial covenant compliance, minimum cash and cash equivalent balance | $ 2,000 | ||||||
Whitehorse Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of common stock shares that warrants to purchase | 300,000 | ||||||
Exercise price of warrants | $ 5.08 | ||||||
Promissory Note Shares [Member] | Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of promissory note shares | $ 413 | ||||||
Closing stock market price | $ 8.45 | ||||||
Promissory Note Shares [Member] | Series B Preferred Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares granted | 1,000 | ||||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loan | $ 45,000 | ||||||
Term Loan, expiry period | 5 years | ||||||
Debt instrument, payment term | payments of principal in the amount of $563 each were due on the last day of each quarter | ||||||
Debt instrument, periodic principal payment | $ 563 | $ 563 | |||||
Debt instrument, percentage of excess cash flow to be paid | 50.00% | ||||||
Debt instrument, period with prepayment premium | First 4 years | ||||||
Current portion of long-term debt | $ 1,885 | ||||||
Non-current portion of long-term debt | $ 1,885 | ||||||
Term Loan [Member] | Interest Rate Floor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 0.50% | ||||||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 10.50% | ||||||
Incremental Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 15,000 | ||||||
Long-term debt | $ 14,039 | ||||||
Debt issuance costs | $ 961 | ||||||
Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, periodic principal payment | $ 688 | ||||||
Debt Instrument, maturity date | Dec. 8, 2020 | ||||||
Term Loans [Member] | Interest Rate Floor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 0.50% | ||||||
Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 10.50% | ||||||
Term loan, additional interest rate | 1.00% | ||||||
Term Loans [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 9.50% |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||||
Statutory federal income tax rate | 34.00% | 34.00% | ||
Effective income tax rate, percentage | 0.00% | 34.20% | ||
Percentage of tax benefits likelihood of being realized upon settlement of tax authority | greater than 50% | |||
Unrecognized tax benefits | $ 1,668,000 | $ 1,668,000 | ||
Discontinued Operations, Disposed of [Member] | Advertising Business [Member] | ||||
Income Taxes [Line Items] | ||||
Tax loss resulting from the the disposal of discontinued operation | $ 4,375,000 | |||
Uncertain tax position, reduction in deferred tax assets | 1,668,000 | |||
Benefit for income taxes recognized for the loss | $ 0 | |||
Accrued interest and penalties to uncertain tax positions | $ 0 |
Common stock, treasury stock 39
Common stock, treasury stock and warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Equity [Line Items] | ||
Common stock, shares issued | 54,440,337 | 53,717,996 |
Treasury stock, shares | 205,031 | 160,235 |
Treasury stock, value | $ 699 | $ 531 |
Warrants outstanding | 2,220,102 | 2,220,102 |
Minimum [Member] | ||
Equity [Line Items] | ||
Exercise price of warrants | $ 3.75 | |
Maximum [Member] | ||
Equity [Line Items] | ||
Exercise price of warrants | $ 10 | |
Restricted Stock Units [Member] | ||
Equity [Line Items] | ||
Shares issued as a result of vesting | 722,341 | |
Common shares withheld to pay withholding taxes | 44,796 |
Share-based payments - Addition
Share-based payments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2017 | Dec. 08, 2015 | Nov. 16, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jun. 02, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based payments | $ 7,312 | $ 7,378 | |||||
Closing stock market price | $ 4.65 | ||||||
Compensation cost recognized | $ 7,312 | 7,378 | |||||
Unrecognized share-based compensation cost in respect of granted share options | 336 | ||||||
General and Administrative Expenses [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation cost recognized | $ 6,614 | 6,832 | |||||
Michael Brauser, Executive Chairman of the Board [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Annual base salary | $ 25 | ||||||
Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of restricted stock units outstanding | 9,369,184 | 12,407,029 | |||||
Restricted share units, vested not delivered | 677,545 | ||||||
Unrecognized share-based compensation cost in respect of granted share options | $ 65,920 | ||||||
Unrecognized share-based compensation weighted average period | 2 years 3 months 18 days | ||||||
Restricted stock units, compensation cost | $ 7,448 | 7,511 | |||||
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 | ||||||
RSU vesting condition | no portion of the RSUs shall vest unless and until the Company has gross revenue in excess of $100.0 million and positive EBITDA in any one fiscal year during the vesting period (the “Vesting Conditions”). | ||||||
Restricted share units, vested not delivered | 1,250,000 | ||||||
Restricted Stock Units [Member] | 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 restricted stock unit | 5,000,000 | ||||||
Employee Stock Option [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized share-based compensation weighted average period | 2 years 8 months 12 days | ||||||
Employee Stock Option [Member] | General and Administrative Expenses [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Compensation cost recognized | $ 110 | 16 | |||||
Marlin Capital Investments, LLC [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Ownership percentage by Mike Brauser in Marlin Capital Investments LLC | 50.00% | ||||||
Marlin Capital Investments, LLC [Member] | Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of restricted stock units outstanding | 2,000,000 | ||||||
Shares vested beginning date | Oct. 13, 2015 | ||||||
Share-based compensation description | These 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. | ||||||
Share-based payments | $ 311 | 311 | |||||
Frost Gamma [Member] | Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted share units, granted | 3,000,000 | ||||||
Third-party vendors [Member] | Restricted Stock Units [Member] | General and Administrative Expenses [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock compensation expenses | $ 0 | $ 129 | |||||
2015 Stock Incentive Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares of common stock authorized for issuance | 12,500,000 | 2,500,000 | |||||
Common stock reserved for future issuance | 5,632,992 | ||||||
2008 Stock Incentive Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance | 180,568 |
Share-based payments - Schedule
Share-based payments - Schedule of Stock Options Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of options, Beginning Balance | 352,000 | |
Number of options, Ending Balance | 352,000 | 352,000 |
Options vested and expected to vest as of March 31, 2017 | 352,000 | |
Number of options, Options Exercisable | 283,250 | |
Weighted average exercise price per share, Beginning Balance | $ 10.25 | |
Weighted average exercise price per share, Ending Balance | 10.25 | $ 10.25 |
Options vested and expected to vest as of March 31, 2017 | 10.25 | |
Weighted average exercise price per share, Options Exercisable | $ 10.56 | |
Weighted average remaining contractual term, Options outstanding | 4 years 1 month 6 days | 4 years 4 months 24 days |
Options vested and expected to vest as of March 31, 2017 | 4 years 1 month 6 days | |
Weighted average remaining contractual term, Options exercisable | 3 years |
Share-based payments - Unvested
Share-based payments - Unvested Balance of Options (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number of options | ||
Unvested as of December 31, 2016 | 68,750 | |
Unvested as of March 31, 2017 | 68,750 | 68,750 |
Weighted average exercise price per share | ||
Unvested as of December 31, 2016 | $ 8.91 | |
Unvested as of March 31, 2017 | $ 8.91 | $ 8.91 |
Weighted average remaining contractual term | ||
Unvested | 8 years 8 months 12 days | 8 years 10 months 24 days |
Share-based payments - Schedu43
Share-based payments - Schedule of Unvested Restricted Share Activity (Detail) - Restricted Stock Units [Member] | 3 Months Ended | |
Mar. 31, 2017$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Beginning Balance | shares | 12,407,029 | |
Number of units, Vested and delivered | shares | (677,545) | |
Number of units, Withheld as treasury stock | shares | (44,796) | [1] |
Number of units, Vested not delivered | shares | (2,238,254) | [2] |
Number of units, Forfeitures | shares | (77,250) | |
Number of units, Ending Balance | shares | 9,369,184 | |
Weighted average grant-date fair value, Beginning Balance | $ / shares | $ 8.40 | |
Weighted average grant-date fair value, Vested and delivered | $ / shares | 7.93 | |
Weighted average grant-date fair value, Withheld as treasury stock | $ / shares | 12.08 | [1] |
Weighted average grant-date fair value, Vested not delivered | $ / shares | 9.71 | [2] |
Weighted average grant-date fair value, Forfeitures | $ / shares | 5.39 | |
Weighted average grant-date fair value, Ending Balance | $ / shares | $ 8.13 | |
[1] | As discussed in Note 8, the increase in treasury stock was due to shares withheld to pay statutory withholding taxes upon the vesting of RSUs during the three months ended March 31, 2017. | |
[2] | Vested not delivered represent the vested RSUs with deferred delivery at a future time. As of March 31, 2017, the cumulative shares of RSUs included in “vested not delivered” above were 6,345,921. |
Share-based payments - Schedu44
Share-based payments - Schedule of Unvested Restricted Share Activity (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2017shares | |
Cumulative Restricted Stock Units Under Vested Not Delivered [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Cumulative restricted stock units under vested not delivered | 6,345,921 |
Share-based payments - Share-ba
Share-based payments - Share-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expenses | $ 7,312 | $ 7,378 |
Capitalized in intangible assets | 246 | 278 |
Share-based compensation expenses, Total | 7,558 | 7,656 |
Selling and Marketing Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expenses | 698 | 546 |
General and Administrative Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expenses | $ 6,614 | $ 6,832 |
Segment information - Additiona
Segment information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment information - Schedule
Segment information - Schedule of Information Services and Performance Marketing Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jun. 08, 2016 | ||
Revenue: | |||||
Revenue | $ 50,766 | $ 39,424 | |||
Loss (income) from operations: | |||||
Operating loss (income) | (10,498) | (8,172) | |||
Depreciation and amortization: | |||||
Depreciation and amortization | 3,421 | 2,609 | |||
Write-off of long-lived assets: | |||||
Write-off of long-lived assets | 3,626 | ||||
Share-based payments: | |||||
Share-based Payment | 7,312 | 7,378 | |||
Assets: | |||||
Assets | 316,573 | $ 311,911 | |||
Intangible assets, net: | |||||
Intangible assets, net | 94,029 | 98,531 | |||
Goodwill: | |||||
Goodwill | 166,256 | 166,256 | |||
Operating Segments [Member] | |||||
Revenue: | |||||
Revenue | 50,766 | 39,424 | |||
Loss (income) from operations: | |||||
Operating loss (income) | (6,336) | (2,836) | |||
Depreciation and amortization: | |||||
Depreciation and amortization | 3,421 | 2,609 | |||
Write-off of long-lived assets: | |||||
Write-off of long-lived assets | 3,626 | ||||
Share-based payments: | |||||
Share-based Payment | 3,953 | 3,749 | |||
Capital expenditure: | |||||
Capital expenditure | 2,340 | 3,214 | |||
Assets: | |||||
Assets | 295,706 | 289,342 | |||
Intangible assets, net: | |||||
Intangible assets, net | 94,029 | 98,531 | |||
Goodwill: | |||||
Goodwill | 166,256 | 166,256 | |||
Corporate [Member] | |||||
Loss (income) from operations: | |||||
Operating loss (income) | [1],[2] | (4,162) | (5,336) | ||
Share-based payments: | |||||
Share-based Payment | [2] | 3,359 | 3,629 | ||
Assets: | |||||
Assets | [3] | 20,867 | 22,569 | ||
Information Services [Member] | |||||
Goodwill: | |||||
Goodwill | $ 1,765 | ||||
Information Services [Member] | Operating Segments [Member] | |||||
Revenue: | |||||
Revenue | 16,418 | 11,051 | |||
Loss (income) from operations: | |||||
Operating loss (income) | (5,004) | (5,151) | |||
Depreciation and amortization: | |||||
Depreciation and amortization | 1,328 | 1,151 | |||
Write-off of long-lived assets: | |||||
Write-off of long-lived assets | 1,189 | ||||
Share-based payments: | |||||
Share-based Payment | 2,940 | 2,983 | |||
Capital expenditure: | |||||
Capital expenditure | 2,051 | 2,995 | |||
Assets: | |||||
Assets | 92,770 | 91,405 | |||
Intangible assets, net: | |||||
Intangible assets, net | 52,107 | 52,424 | |||
Goodwill: | |||||
Goodwill | 44,178 | 44,178 | |||
Performance Marketing [Member] | |||||
Goodwill: | |||||
Goodwill | $ 3,619 | ||||
Performance Marketing [Member] | Operating Segments [Member] | |||||
Revenue: | |||||
Revenue | 34,348 | 28,373 | |||
Loss (income) from operations: | |||||
Operating loss (income) | (1,332) | 2,315 | |||
Depreciation and amortization: | |||||
Depreciation and amortization | 2,093 | 1,458 | |||
Write-off of long-lived assets: | |||||
Write-off of long-lived assets | 2,437 | ||||
Share-based payments: | |||||
Share-based Payment | 1,013 | 766 | |||
Capital expenditure: | |||||
Capital expenditure | 289 | $ 219 | |||
Assets: | |||||
Assets | 202,936 | 197,937 | |||
Intangible assets, net: | |||||
Intangible assets, net | 41,922 | 46,107 | |||
Goodwill: | |||||
Goodwill | $ 122,078 | $ 122,078 | |||
[1] | Corporate primarily represents corporate administrative costs that are not allocated to individual segments. | ||||
[2] | Corporate primarily represents corporate administrative costs that are not allocated to individual segments. The segment information for the three months ended March 31, 2016 was reclassified to conform to the current period presentation. | ||||
[3] | Assets of corporate primarily represents corporate’s assets that are not allocated to individual segments. The segment information as of December 31, 2016 was reclassified to conform to the current period presentation. |
Segment information - Reconcili
Segment information - Reconciliation of Loss from Operations from Segments to Loss from Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||
Operating loss (income) | $ (10,498) | $ (8,172) | |
Total other expense | [1] | (2,227) | (2,122) |
Loss before income taxes | (12,725) | (10,294) | |
Operating Segments [Member] | |||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||
Operating loss (income) | (6,336) | (2,836) | |
Corporate [Member] | |||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||
Operating loss (income) | [2],[3] | $ (4,162) | $ (5,336) |
[1] | Other expense, primarily represents non-operating income and expense, including interest expense, net, and other expenses, net, which the Company does not allocate into segments | ||
[2] | Corporate primarily represents corporate administrative costs that are not allocated to individual segments. | ||
[3] | Corporate primarily represents corporate administrative costs that are not allocated to individual segments. The segment information for the three months ended March 31, 2016 was reclassified to conform to the current period presentation. |
Segment information - Schedul49
Segment information - Schedule of Revenue by Geography Based on Customer Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Revenue: | |||
Revenue | $ 50,766 | $ 39,424 | |
United States [Member] | |||
Revenue: | |||
Revenue | 46,694 | 35,405 | |
Outside of the United States [Member] | |||
Revenue: | |||
Revenue | [1] | $ 4,072 | $ 4,019 |
[1] | No individual country, other than disclosed above, exceeded 10% of total consolidated revenue for any period presented. |
Related party transactions - Ad
Related party transactions - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 22, 2016 | Aug. 01, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 11, 2016 | Dec. 08, 2015 |
Related Party Transaction [Line Items] | |||||||
Promissory notes | $ 10,000 | ||||||
Principal and accrued PIK interest of long-term debt, including promissory note | $ 62,987 | $ 50,013 | |||||
Interest paid | $ 1,247 | $ 1,276 | |||||
Common stock, shares issued | 54,440,337 | 53,717,996 | |||||
Share-based payments | $ 7,312 | 7,378 | |||||
DAB Management Group Inc. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consulting service fee payable | $ 20 | 60 | 60 | ||||
Series B Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock to be converted | 450,962 | ||||||
Ratio of conversion | 50 | 50 | |||||
Michael Brauser, Executive Chairman of the Board [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory notes | 4,000 | ||||||
Principal and accrued PIK interest of long-term debt, including promissory note | 4,135 | ||||||
Michael Brauser, Executive Chairman of the Board [Member] | Payment in Kind (PIK) Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest paid | 426 | ||||||
Another Investor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory notes | 1,000 | ||||||
Principal and accrued PIK interest of long-term debt, including promissory note | 1,034 | ||||||
Another Investor [Member] | Payment in Kind (PIK) Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest paid | 107 | ||||||
Frost Gamma Investments Trust [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory notes | $ 5,000 | ||||||
Principal and accrued PIK interest of long-term debt, including promissory note | 5,169 | ||||||
Frost Gamma Investments Trust [Member] | Earn-out Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares issued | 900,108 | ||||||
Frost Gamma Investments Trust [Member] | Series B Preferred Stock [Member] | Previously Issued [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock to be converted | 141,430 | ||||||
Frost Gamma Investments Trust [Member] | Payment in Kind (PIK) Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest paid | $ 533 | ||||||
Ryan Schulke, Chief Executive Officer of Fluent [Member] | Series B Preferred Stock [Member] | Previously Issued [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock to be converted | 156,544 | ||||||
Matthew Conlin, President of Fluent [Member] | Series B Preferred Stock [Member] | Previously Issued [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock to be converted | 105,704 | ||||||
Certain Investors [Member] | Series A Earn-out Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares issued | 1,800,220 | ||||||
Certain Investors [Member] | Series A Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares issued upon conversion | 1,800,220 | ||||||
Grander Holdings, Inc. [Member] | Series A Earn-out Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares issued | 567,069 | ||||||
Marlin Capital Investments, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock shares to be received by RSU holder | 2,000,000 | ||||||
Marlin Capital Investments, LLC [Member] | Restricted Stock Units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares vested beginning date | Oct. 13, 2015 | ||||||
Share-based payments | $ 311 | 311 | |||||
Affiliated Entity [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Aircraft lease fee | $ 0 | $ 75 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Commitments and Contingencies [Line Items] | |||
Data and media costs incurred | $ 1,075,000 | $ 1,115,000 | |
Capital commitment under non-cancellable data licensing agreements, Total | 24,345,000 | ||
Purchased IP and Capitalized Litigation Costs [Member] | |||
Commitments and Contingencies [Line Items] | |||
Intangible assets wrote off | $ 4,055,000 | ||
Minimum [Member] | |||
Commitments and Contingencies [Line Items] | |||
Estimated possible loss from pending litigation | 3,000,000 | ||
Maximum [Member] | |||
Commitments and Contingencies [Line Items] | |||
Estimated possible loss from pending litigation | $ 6,000,000 |
Commitments and Contingencies52
Commitments and Contingencies - Future Minimum Capital Payments under Non-cancellable Data Licensing Agreements (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2017 | $ 3,188 |
2,018 | 4,415 |
2,019 | 5,210 |
2,020 | 5,575 |
2,021 | 4,655 |
2022 and thereafter | 1,302 |
Capital commitment under non-cancellable data licensing agreements, Total | $ 24,345 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Restricted Stock Units [Member] - shares | Apr. 13, 2017 | Apr. 11, 2017 |
Third-Party Consultant [Member] | ||
Subsequent Event [Line Items] | ||
Restricted share units, granted | 10,000 | |
Restricted shares units vested date | Apr. 18, 2017 | |
Employees and Directors [Member] | ||
Subsequent Event [Line Items] | ||
Restricted share units, granted | 1,907,000 | |
Minimum [Member] | Employees and Directors [Member] | ||
Subsequent Event [Line Items] | ||
Award vesting period | 1 year | |
Maximum [Member] | Employees and Directors [Member] | ||
Subsequent Event [Line Items] | ||
Award vesting period | 4 years |