Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | FLNT | |
Entity Registrant Name | FLUENT, 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 | 75,218,044 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 5,368 | $ 16,564 |
Accounts receivable, net of allowance for doubtful accounts of $1,180 and $1,624 at March 31, 2018 and December 31, 2017, respectively | 34,165 | 36,278 |
Prepaid expenses and other current assets | 3,276 | 1,865 |
Current assets of discontinued operations | 2,274 | |
Total current assets | 42,809 | 56,981 |
Property and equipment, net | 586 | 687 |
Intangible assets, net | 71,482 | 74,354 |
Goodwill | 159,791 | 159,791 |
Other non-current assets | 560 | 1,097 |
Non-current assets of discontinued operations | 24,089 | |
Total assets | 275,228 | 316,999 |
Current liabilities: | ||
Trade accounts payable | 11,830 | 10,666 |
Accrued expenses and other current liabilities | 7,613 | 11,709 |
Deferred revenue | 219 | 265 |
Current portion of long-term debt | 3,500 | 2,750 |
Current liabilities of discontinued operations | 7,389 | |
Total current liabilities | 23,162 | 32,779 |
Promissory notes payable to certain shareholders, net | 10,837 | |
Long-term debt, net | 60,546 | 49,376 |
Total liabilities | 83,708 | 92,992 |
Shareholders' equity: | ||
Preferred stock—$0.0001 par value, 10,000,000 shares authorized; 0 share issued and outstanding at March 31, 2018 and December 31, 2017 | ||
Common stock—$0.0005 par value, 200,000,000 shares authorized; 76,437,209 and 61,631,573 shares issued at March 31, 2018 and December 31, 2017, respectively; and 75,941,291 and 61,279,050 shares outstanding at March 31, 2018 and December 31, 2017, respectively | 38 | 31 |
Treasury stock, at cost, 495,918 and 352,523 shares at March 31, 2018 and December 31, 2017, respectively | (1,672) | (1,274) |
Additional paid-in capital | 387,273 | 392,687 |
Accumulated deficit | (194,119) | (167,437) |
Total shareholders’ equity | 191,520 | 224,007 |
Total liabilities and shareholders’ equity | $ 275,228 | $ 316,999 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,180 | $ 1,624 |
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 |
Common stock, par value | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 76,437,209 | 61,631,573 |
Common stock, shares outstanding | 75,941,291 | 61,279,050 |
Treasury stock, shares | 495,918 | 352,523 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Income Statement [Abstract] | |||
Revenue | $ 55,989 | $ 49,194 | |
Costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization) | 35,663 | 33,797 | |
Sales and marketing expenses | 4,006 | 3,695 | |
General and administrative expenses | 8,445 | 12,476 | |
Depreciation and amortization | 3,331 | 3,205 | |
Write-off of long-lived assets | 3,626 | ||
Spin-off transaction costs | 7,708 | ||
Total costs and expenses | 59,153 | 56,799 | |
Loss from operations | (3,164) | (7,605) | |
Interest expense, net | (2,394) | (2,227) | |
Loss before income taxes | (5,558) | (9,832) | |
Net loss from continuing operations | (5,558) | (9,832) | |
Discontinued operations: | |||
Loss from operations of discontinued operations, net of $0 income taxes | (2,084) | (2,893) | |
Loss on disposal of discontinued operations, net of $0 income taxes | (19,040) | ||
Net loss from discontinued operations | (21,124) | (2,893) | |
Net loss | $ (26,682) | $ (12,725) | |
Loss per share: | |||
Basic and diluted, Continuing operations | [1] | $ (0.08) | $ (0.18) |
Basic and diluted, Discontinued operations | [1] | (0.31) | (0.05) |
Total Net Loss, Basic and Diluted | [1] | $ (0.40) | $ (0.24) |
Weighted average number of shares outstanding: | |||
Basic and diluted | [2] | 67,311,784 | 53,811,688 |
[1] | Loss per share tables may contain summation differences due to rounding. | ||
[2] | For the quarter ended March 31, 2018, 6,729,045 shares of RSUs, 222,000 shares of options and warrants to purchase 2,623,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. For the quarter ended March 31, 2017, 14,826,890 shares of RSUs, 222,000 shares of options and warrants to purchase 1,273,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Discontinued Operation Tax Effect Of Discontinued Operation | $ 0 | $ 0 |
Discontinued Operation Tax Effect Of Income Loss From Disposal Of Discontinued Operation | $ 0 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Certain Investors [Member] | Common Stock [Member] | Common Stock [Member]Certain Investors [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Certain Investors [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2017 | $ 224,007 | $ 31 | $ (1,274) | $ 392,687 | $ (167,437) | |||
Beginning balance, shares at Dec. 31, 2017 | 61,631,573 | 352,523 | ||||||
Issuance of common stock upon a direct offering to certain investors, net of issuance costs of $108 | $ 13,392 | $ 1 | $ 13,391 | |||||
Issuance of common stock upon a direct offering to certain investors, net of issuance costs of $108, shares | 2,700,000 | |||||||
Vesting of restricted stock units and issuance of restricted stock | $ 6 | (6) | ||||||
Vesting of restricted stock units and issuance of restricted stock, shares | 12,105,636 | |||||||
Increase in treasury stock resulting from shares withheld to pay statutory taxes in connection with the vesting of restricted stock units | 398 | $ 398 | ||||||
Increase in treasury stock resulting from shares withheld to pay statutory taxes in connection with the vesting of restricted stock units, shares | 143,395 | |||||||
Share-based compensation | 22,701 | 22,701 | ||||||
Net loss | (26,682) | (26,682) | ||||||
Spin-off of red violet | (41,500) | (41,500) | ||||||
Ending balance at Mar. 31, 2018 | $ 191,520 | $ 38 | $ (1,672) | $ 387,273 | $ (194,119) | |||
Ending balance, shares at Mar. 31, 2018 | 76,437,209 | 495,918 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Certain Investors [Member] | |
Issuance costs | $ 108 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (26,682) | $ (12,725) |
Net loss from discontinued operations | 21,124 | 2,893 |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 3,331 | 3,205 |
Non-cash interest expenses and related amortization | 724 | 733 |
Share-based compensation expense | 6,648 | 6,854 |
Write-off of long-lived assets | 3,626 | |
Recoveries of bad debts | (14) | (45) |
Allocation of expenses to red violet | (325) | (840) |
Changes in assets and liabilities: | ||
Accounts receivable | 2,127 | 3,248 |
Prepaid expenses and other current assets | (1,609) | (324) |
Other non-current assets | 537 | 46 |
Trade accounts payable | 1,164 | (3,197) |
Accrued expenses and other current liabilities | (4,096) | (500) |
Deferred revenue | (46) | 780 |
Net cash provided by operating activities from continuing operations | 2,883 | 3,754 |
Net cash used in operating activities from discontinued operations | (5,835) | (1,562) |
Net cash (used in) provided by operating activities | (2,952) | 2,192 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (22) | (37) |
Capitalized costs included in intangible assets | (177) | (376) |
Capital contributed to red violet | (19,728) | |
Net cash used in investing activities from continuing operations | (19,927) | (413) |
Net cash used in investing activities from discontinued operations | (1,386) | (1,927) |
Net cash used in investing activities | (21,313) | (2,340) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares, net of issuance costs | 13,392 | |
Proceeds from debt obligations, net of debt costs | 67,182 | 14,039 |
Repayments of long-term debt | (67,107) | (1,798) |
Taxes paid related to net share settlement of vesting of restricted stock units | (398) | (168) |
Net cash provided by financing activities from continuing operations | 13,069 | 12,073 |
Net (decrease) increase in cash and cash equivalents | (11,196) | 11,925 |
Cash and cash equivalents at beginning of period | 16,564 | 10,089 |
Cash and cash equivalents at end of period | 5,368 | 22,014 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 1,678 | 1,276 |
Share-based compensation capitalized in intangible assets | $ 159 | $ 55 |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2018 | |
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 Fluent, Inc. (“Fluent” or the “Company”), formerly known as 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 (the “SEC”) 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, 2018. 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, 2017 (“2017 Form 10-K”) filed with the SEC on March 14, 2018. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date included in the 2017 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. Spin-off of red violet On March 26, 2018, Fluent completed the previously announced spin-off (the “Spin-off”) of its risk management business from its digital marketing business by way of a distribution of all the shares of common stock of Fluent’s wholly-owned subsidiary, Red Violet, Inc. (“red violet”), to Fluent’s stockholders of record as of March 19, 2018 (the “Record Date”) and certain warrant holders. The distribution occurred by way of a pro rata stock distribution to such common stock and warrant holders, each of whom received one share of red violet’s common stock for every 7.5 shares of Fluent’s common stock held on the Record Date or to which they were entitled to under their warrant. The Spin-off was governed by a Separation and Distribution Agreement as well as other related agreements between the Company and red violet, each entered into on February 27, 2018 (collectively, the “Spin-off Agreements”). As a result of the Spin-off of red violet, Fluent common stock continues trading on The NASDAQ Stock Market (“NASDAQ”), and red violet is an independent public company on NASDAQ. Upon the Spin-off, red violet owns Fluent subsidiaries which previously operated Fluent’s risk manag e ment business (“Red Violet Subsidiaries”), including IDI H o ldings, LLC (“IDI Holdings”) and its wholly owned subsidiar y , Interactive Data, LLC (“Int e ractive Data”), as well as Red Violet Technologies, LLC, IDI Verified, LLC, For e warn, LLC and Red Violet Blockchain and Analytical Solutions, LLC. In accordance with Accounting Standards Codification (“ASC”) 205-20, “ Discontinued Operations ,” Reclassifications Certain amounts in the prior year’s condensed consolidated financial statements and related footnotes thereto have been reclassified to conform with the current year presentation as a result of the Spin-off of red violet. See Note 3, “Discontinued operations,” for the impact. In addition, the Company has reclassified condensed (b) Recently issued accounting standards In May 2014, Financial Accounting Standards Board (“FASB”) issued 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 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 In March 2018, the FASB issued ASU 2018-05 Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 formally amended ASC Topic 740, Income Taxes (“ASC 740”) for the guidance previously provided by SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance for the application of ASC 740 in the reporting period in which the tax reform legislation commonly known as the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law. The Company adopted SAB 118 in the fourth quarter of 2017 and therefore, the Company’s subsequent adoption of ASU 2018-05 in the first quarter of 2018 had no impact on its accounting for income taxes in the first quarter of 2018. Additional information regarding the accounting for income taxes for the Act is contained in Note 7, “ Income Taxes.” (c) Revenue recognition On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to all contracts that are not completed contracts at the date of initial application. There was no impact on the opening accumulated deficit as of January 1, 2018 due to the adoption of Topic 606. Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. In other words, our performance obligation is to a) deliver a data record based on a predefined qualifying characteristic specified by the consumer or b) generate conversions based on predefined user actions (for example, a click, a registration, and app install or a coupon print) subject to certain qualifying characteristics specified by the customer. We have applied the portfolio approach practical expedient in accounting for customer revenue as one collective group, rather than individual contracts. Based on our historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, we have concluded the financial statement effects are not materially different than if accounting for revenue on a contract by contract basis. Revenue is recognized over a period of time since the performance obligation is delivered in a series. Our customers simultaneously receive and consume the benefits provided by the performance as the Company performs. Furthermore, we have elected the “right to invoice” practical expedient available within ASC 606-10-55-18 as our measure of progress, since we have a right to payment from a customer in an amount that corresponds directly with the value of our performance completed-to-date. The Company's revenue arrangements do not contain significant financing components. If a customer pays consideration before we transfer services to the customer, those amounts are classified as deferred revenue. As of March 31, 2018 and December 31, 2017, the balance of deferred revenue was $219 and $265, respectively. The deferred revenue balance as of December 31, 2017 had been recognized into revenue during the three months ended March 31, 2018. If there is a delay between the period in which revenue is recognized and when customer invoices are issued, revenue is recognized and related amounts are recorded in accounts receivable. As of March 31, 2018 and December 31, 2017, unbilled revenue included in accounts receivable totaled $18,463 and $16,238, respectively. Sales commissions are recorded at the time revenue is recognized. These costs are recorded in sales and marketing expenses. In addition, we elected the practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2018 | |
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, restricted stock units (“RSUs”) and deferred common stock. Common equivalent shares are excluded from the calculation in 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, 2018 and 2017 is as follows: Three Months Ended March 31, (In thousands, except share data) 2018 2017 Numerator: Net loss from continuing operations $ (5,558 ) $ (9,832 ) Net loss from discontinued operations (21,124 ) (2,893 ) Net loss $ (26,682 ) $ (12,725 ) Denominator: Weighted average number of shares outstanding: Basic and diluted (1) 67,311,784 53,811,688 Loss per share: (2) Basic and diluted: Continuing operations $ (0.08 ) $ (0.18 ) Discontinued operations $ (0.31 ) $ (0.05 ) Total $ (0.40 ) $ (0.24 ) (1) For the quarter ended March 31, 2018, 6,729,045 shares of RSUs, 222,000 shares of options and warrants to purchase 2,623,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. For the quarter ended March 31, 2017, 14,826,890 shares of RSUs, 222,000 shares of options and warrants to purchase 1,273,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. (2) Loss per share tables may contain summation differences due to rounding. |
Discontinued operations
Discontinued operations | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued operations | 3. Discontinued operations As discussed in Note 1(a), “Spin-off of red violet,” on March 26, 2018, the Company completed the Spin-off of red violet. The results of red violet, including Red Violet Subsidiaries, are reflected in Fluent’s condensed consolidated financial statements as discontinued operations and, therefore, are presented as assets and liabilities of discontinued operations on the condensed consolidated balance sheet and loss from discontinued operations on the condensed consolidated statements of operations. As a result of the Spin-off on March 26, 2018, the Company’s additional paid-in capital was decreased by the net assets of red violet of $41,500, as of the effective date of the Spin-off. The following financial information presents the results of operations of red violet for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, (In thousands) 2018 2017 Major classes of line items constituting loss from discontinued operations: Revenue $ 3,325 $ 1,572 Cost of revenue (exclusive of depreciation and amortization) 2,017 1,401 Sales and marketing expenses 1,089 818 General and administrative expenses 1,852 2,030 Depreciation and amortization 451 216 Loss from operations of discontinued operations, net of $0 income taxes (2,084 ) (2,893 ) Loss on disposal of discontinued operations, net of $0 income taxes (19,040 ) - Net loss from discontinued operations $ (21,124 ) $ (2,893 ) Included in the net loss from discontinued operations, the Company recorded a loss on disposal of discontinued operations of $19,040 for the three months ended March 31, 2018, as presented below. Among the total loss on disposal of discontinued operations, an aggregate of $16,030 were non-cash charges. Three Months Ended (In thousands) March 31, 2018 Share-based compensation expense (1) $ 15,548 Write-off of unamortized debt costs (2) 284 Write-off of certain prepaid expenses 198 Spin-off related professional fees 2,012 Spin-off related employee compensation 998 Loss on disposal of discontinued operations $ 19,040 (1) As discussed and defined in Note 9, “Share-based compensation,” share-based compensation expense represents non-cash expense in connection with the Acceleration of certain outstanding stock options, RSUs and restricted stock and additional Spin-off Grants, in connection with the Spin-off. (2) As discussed in Note 6, “Long-term debt, net,” in connection with the Spin-off, the Company repaid the promissory notes to certain shareholders, which resulted in a write-off of unamortized debt costs of $284. In addition, for the three months ended March 31, 2018, in connection with the Spin-off of red violet, an aggregate of $7,708 was recognized in costs and expenses from continuing operations as spin-off transaction costs, including non-cash share-based compensation expense of $5,409 as a result of the 2,041,000 shares of Transaction Grants (as defined in Note 9, “Share-based compensation”), and employee compensation of $2,299 in cash. We also reclassified carrying amounts of assets and liabilities of red violet into corresponding assets and liabilities of discontinued operation as of December 31, 2017. A reconciliation is shown below: (In thousands) December 31, 2017 Carrying amounts of the major classes of assets included in discontinued operations: Cash and cash equivalents $ 65 Accounts receivable 1,650 Prepaid expenses and other current assets 559 Current assets of discontinued operations 2,274 Property and equipment, net 1,091 Intangible assets, net 15,353 Goodwill 6,465 Other non-current assets 1,180 Non-current assets of discontinued operations 24,089 Total assets of discontinued operations $ 26,363 Carrying amounts of the major classes of liabilities included in discontinued operations: Trade accounts payable $ 919 Accrued expenses and other current liabilities 6,437 Deferred revenue 33 Total liabilities of discontinued operations $ 7,389 |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 December 31, 2017 Gross amount: Software developed for internal use 3 years $ 3,308 $ 2,972 Acquired proprietary technology 5 years 11,382 11,382 Customer relationships 7-10 years 34,986 34,986 Trade names 20 years 16,357 16,357 Domain names 20 years 191 191 Databases 5-10 years 31,292 31,292 Non-competition agreements 2-5 years 1,768 1,768 Total gross amount 99,284 98,948 Accumulated amortization: Software developed for internal use (655 ) (490 ) Acquired proprietary technology (5,263 ) (4,693 ) Customer relationships (10,825 ) (9,628 ) Trade names (1,891 ) (1,686 ) Domain names (22 ) (20 ) Databases (7,866 ) (6,964 ) Non-competition agreements (1,280 ) (1,113 ) Total accumulated amortization (27,802 ) (24,594 ) Net intangible assets: Software developed for internal use 2,653 2,482 Acquired proprietary technology 6,119 6,689 Customer relationships 24,161 25,358 Trade names 14,466 14,671 Domain names 169 171 Databases 23,426 24,328 Non-competition agreements 488 655 Total net intangible assets $ 71,482 $ 74,354 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, databases and non-competition agreements mainly represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC (“Fluent LLC”) effective on December 8, 2015 (the “Fluent LLC Acquisition”) and the acquisition of Q Interactive, LLC (“Q Interactive”) effective on June 8, 2016 (the “Q Interactive Acquisition”). 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 (the “Q Interactive Integration”). As a result, the remaining balance of long-lived assets of $3,626, relating primarily to the acquired proprietary technology and trade names acquired in the Q Interactive Acquisition, was written off to costs and expenses as a write-off of long-lived assets during the three months ended March 31, 2017. Amortization expenses of $3,208 and $3,111 for the three months ended March 31, 2018 and 2017, respectively, were included in depreciation and amortization expenses. As of March 31, 2018, intangible assets with the carrying amount of $1,317, included in the gross amounts of software developed for internal use, have not started amortization as they are not ready for their intended use. As of March 31, 2018, estimated amortization expenses related to the Company’s intangible assets for the remainder of 2018 through 2023 and thereafter are as follows: (In thousands) Year March 31, 2018 Remainder of 2018 $ 9,561 2019 12,751 2020 12,107 2021 8,892 2022 7,999 2023 and thereafter 20,172 Total $ 71,482 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2018 | |
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. Prior to the Spin-off of red violet, the total balance of goodwill was $166,256, as a result of the acquisitions of Interactive Data, Fluent LLC and Q Interactive. In association with the Spin-off of red violet, the goodwill amount of $6,465 was derecognized, based on the relative fair value of red violet’s portion of the Information Services reporting unit compared to the total estimated fair value of the Information Services reporting unit. As of December 31, 2017, the amount was reclassified into non-current assets of discontinued operations in the condensed consolidated balance sheet. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” For the three months ended March 31, 2018, 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, 2018 | |
Debt Disclosure [Abstract] | |
Long-term debt, net | 6. Long-term debt, net Long-term debt, net, as of March 31, 2018, consist of the following: 7.5% refinanced term loan, (In thousands) due 2023 Principal amount $ 70,000 Less: unamortized debt issuance costs (5,954 ) Long-term debt, net 64,046 Less: Current portion of long-term debt (3,500 ) Long-term debt, net (non-current) $ 60,546 Long-term debt, net, including promissory notes payable to certain shareholders, net, as of December 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 $ 40,688 $ 14,312 $ 10,000 $ 65,000 Less: unamortized debt issuance costs (2,753 ) (672 ) (312 ) (3,737 ) Add: PIK interest accrued to the principal balance 542 9 1,149 1,700 Long-term debt, net 38,477 13,649 10,837 62,963 Less: Current portion of long-term debt (2,062 ) (688 ) - (2,750 ) Long-term debt, net (non-current) $ 36,415 $ 12,961 $ 10,837 $ 60,213 Term Loans On December 8, 2015, Fluent LLC entered into an agreement (“Credit Agreement”) with certain financial institutions and the administrative agent (collectively, “Whitehorse”), for a term loan in the amount of $45.0 million (“Term Loan”). The Credit Agreement provides for certain other customary mandatory prepayments upon certain events, and also provides for certain prepayment premiums during the first four 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. On January 19, 2017, Fluent LLC entered into the Amendment No. 3 to Credit Agreement (“Amendment No. 3”), amending Fluent LLC's Term Loan facility dated December 8, 2015. The Amendment No. 3, among other things, provided 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 modified certain other Credit Agreement provisions, 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 Term Loan and Incremental Term Loan (collectively, the "Term Loans") were guaranteed by the Company and the other direct and indirect subsidiaries of the Company, and were secured by substantially all of the assets of the Company and its direct and indirect subsidiaries, including Fluent LLC, in each case, on an equal and ratable basis. The Term Loans accrued 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 were $688 per quarter, payable at the end of each calendar quarter, commencing on March 31, 2017. The Term Loans were scheduled to mature on December 8, 2020. On March 26, 2018, the remaining principal amount of Term Loans was paid through the Refinancing, as defined below, in connection with the Spin-off of red violet. 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 prior to the Spin-off, Michael Brauser, the then Executive Chairman of the Board of Directors, and another investor, pursuant to which the Company issued Promissory Notes of $5.0 million to Frost Gamma, $4.0 million to Michael Brauser, and $1.0 million to another investor, for an aggregate financing in the amount of $10.0 million. The Promissory Notes bear an interest rate of 10% per annum, which interest should be capitalized monthly by adding to the outstanding principal amount of such Promissory Notes. Under the terms of the Promissory Notes, the Company was required to repay the principal and all accrued interest 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 first quarter of 2017, the Company repaid accrued paid-in-kind (“PIK”) interest of $533, $426, and $107 to Frost Gamma, Michael Brauser and another investor, respectively. The net balance of Promissory Notes was presented as promissory notes payable to certain shareholders, net, in the condensed consolidated balance sheet as of December 31, 2017. On March 26, 2018, the remaining principal amount plus PIK interest was paid out through the Refinancing, as defined below, in connection with the Spin-off of red violet. The unamortized debt costs of $284 of Promissory Notes as of March 26, 2018 was written off into loss on disposal of discontinued operations. See Refinanced Term Loan In connection with the Spin-off of red violet, Fluent LLC refinanced and repaid the Term Loans and Promissory Notes with a new term loan in the amount of $70.0 million (“Refinanced Term Loan”), pursuant to a Limited Consent and Amendment No. 6 to Credit Agreement effective on March 26, 2018 (the “Amendment No. 6”) (the “Refinancing”). The Refinanced Term Loan is guaranteed by the Company and the other direct and indirect subsidiaries of the Company, excluding red violet, and are secured by substantially all of the assets of the Company and its direct and indirect subsidiaries, including Fluent LLC, in each case, on an equal and ratable basis. accrues interest at the rate of: (a) either, at Fluent’s option, LIBOR (subject to a floor of 0.50%) plus 7.00% per annum, or (b) base rate plus 6.0% per annum, payable in cash. Principal amortization of the Refinanced Term Loan is $875 per quarter commencing with the fiscal quarter ending June 30, 2018. The Refinanced Term Loan matures on March 26, 2023. The Credit Agreement, as amended, requires us to maintain and comply with certain financial and other covenants, commencing with the fiscal quarter ending June 30, 2018. In addition, the Credit Agreement includes certain mandatory prepayment provisions, including quarterly prepayments of the Refinanced Term Loan with a portion of our excess cash flow. As long as the Refinanced Term Loan remains outstanding, the restrictive covenants and mandatory quarterly prepayment provisions could impair our ability to expand or pursue our business strategies or obtain additional funding. As of March 31, 2018, there was no covenant requirements under the Credit Agreement, as amended . On March 26, 2017, the Refinanced Term Loan was utilized to pay the outstanding principal amount, plus PIK interest accrued to the principal balance, of Term Loans and Promissory Notes of $55,586 and $11,425, respectively. Prepayment premiums and unamortized debt costs associated with the Term Loans of $2,818 and $3,136, respectively, were capitalized in the balance of Refinanced Term Loan, which will be amortized among the remaining period of the Refinanced Term Loan. In addition, refinancing debt costs paid to third parties of $193 were recognized into loss on disposal of discontinued operations. See Note 3, “Discontinued operations,” for details. Maturities Excluding potential additional principal payments due on the Refinanced Term Loan based on a portion of our quarterly excess cash flows, scheduled future maturities of total debts as of March 31, 2018 were as follows: (In thousands) Year Remainder of 2018 $ 2,625 2019 3,500 2020 3,500 2021 3,500 2022 3,500 2023 and thereafter 53,375 Total maturities $ 70,000 Fair value As mentioned above, the Refinanced Term Loan accrues interest at the rate of: (a) either, at Fluent’s option, LIBOR (subject to a floor of 0.50%) plus 7.00% per annum, or (b) base rate plus 6.0% per annum, payable in cash. Considering the Refinanced Term Loan was effective on March 26, 2018 and it has a variable interest rate, we regard the fair values of the long-term debt to approximate their carrying amount as of March 31, 2018. This fair value assessment represents Level 2 measurements. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2018 | |
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. On December 22, 2017, the Act was enacted, resulting in significant modifications to existing law, including lowering the U.S. corporate statutory income tax rate to 21% effective on January 1, 2018, among other changes. As a full valuation allowance was provided as of March 31, 2018 and December 31, 2017, the Act does not have any material net impact on our condensed consolidated financial statements. The Company follows the guidance in SAB 118, which provides additional clarification regarding the application of ASC 740 in situations where the Company does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act for the reporting period in which the Act was enacted. SAB 118 provides for a measurement period beginning in the reporting period that includes the Act’s enactment date and ending when the Company has obtained, prepared, and analyzed the information needed in order to complete the accounting requirements but in no circumstances should the measurement period extend beyond one year from the enactment date. Due to certain ambiguities in the Act, the Company is still evaluating the impact of changes to Code Section 162(m) on our consolidated financial statements. It is the intention of the Company to complete the necessary analysis within the measurement period, upon receiving further clarifying guidance from the U.S. Department of the Treasury, no later than December 22, 2018. We recorded a full valuation allowance against our net deferred tax assets as of March 31, 2018 and December 31, 2017. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings from continuing operations and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve. The Company’s effective income tax rate differed from the statutory federal income tax rate of 21% for the three months ended March 31, 2018 and 34% for the three months ended March 31, 2017. 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, 2018 and December 31, 2017 was $1,134. In the Company’s 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 the Company’s Chinese and British Virgin Islands based subsidiaries in 2015, was included. This uncertain tax position 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, 2018 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, 2018 | |
Equity [Abstract] | |
Common stock, treasury stock and warrants | 8. Common stock, treasury stock and warrants Common stock As of March 31, 2018 and December 31, 2017, the number of issued shares of common stock was 76,437,209 and 61,631,573, respectively, which included shares of treasury stock of 495,918 and 352,523, respectively. The change in the number of issued shares of common stock during the three months ended March 31, 2018 was a result of the following issuances: • An aggregate of 12,105,636 shares of common stock were issued as a result of the vesting of RSUs, including 143,395 shares of common stock withheld to pay withholding taxes upon such vesting, which are reflected in treasury stock. • An aggregate of 2,700,000 shares of common stock were issued in a registered direct offering (“Registered Direct Offering”) to certain investors with a purchase price of $5.00 per share Simultaneously, the Company issued such institutional buyers, for no additional consideration, warrants to purchase an aggregate of 1,350,000 shares of common stock. The warrants have an exercise price of $6.00 per share and are exercisable from the date of issuance, with a two-year exercise period. Treasury stock As of March 31, 2018 and December 31, 2017, the Company held shares of treasury stock of 495,918 and 352,523, with a cost of $1,672 and $1,274, respectively. This increase in treasury stock during the three months ended March 31, 2018 was due to shares withheld to pay withholding taxes upon the vesting of RSUs. Warrants As of March 31, 2018 and December 31, 2017, warrants to purchase an aggregate of 2,623,776 shares and 1,273,776 shares of common stock were outstanding, respectively, with exercise prices ranging from $3.75 to $8.00 per share. The increase in warrants was a result of the issuance of warrants to purchase an aggregate of 1,350,000 shares of common stock, with an exercise price of $6.00 per share, concurrent with the Registered Direct Offering, as discussed above. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based compensation | 9. Share-based compensation As of March 31, 2018, the Company maintains two share-based incentive plans: the 2008 Share Incentive Plan (the “2008 Plan”) and the Cogint, Inc. 2015 Stock Incentive Plan (the “2015 Plan”) which authorized the issuance of 13,500,000 shares of common stock. As of March 31, 2018, there were 310,568 and 226,447 shares of common stock reserved for issuance under the 2008 Plan and the 2015 Plan, respectively. In April 2018, the board of directors approved the Fluent, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), which authorizes the issuance of ten percent of the Company’s issued and outstanding shares of common stock as may be increased from time to time. The 2018 Plan is subject to the stockholders’ approval during the annual meeting of stockholders to be held on June 6, 2018. The primary purpose of the 2018 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. Shares issued outside of the 2008 Plan and 2015 Plan The following RSUs were issued outside of the 2008 Plan and 2015 Plan: Pursuant to a business consulting agreement (the “Business Consulting Agreement”), Marlin Capital Investments, LLC (“Marlin Capital”), a company which Michael Brauser, our Chairman prior to the Spin-off, owns 50% and is one of two managers, holds RSUs representing the right to receive 2,000,000 shares of the Company’s common stock, for the consulting services provided by Marlin Capital. 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, termination of the agreement by the Company without cause, or termination of the agreement by Marlin Capital for good reason. The Company determined the performance goals were met as of December 31, 2015. On March 12, 2018, the Company terminated the Business Consulting Agreement. The unvested 500,000 shares were accelerated and related share-based compensation expense of $906 was recognized fully in loss on disposal of discontinued operations during the three months ended March 31, 2018. Effective November 16, 2015, the Company entered into an employment agreement with Michael Brauser (the “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 outside of the 2008 Plan and 2015 Plan representing the right to receive 5,000,000 shares of common stock. 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 met certain vesting conditions during the vesting period. 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 on June 23, 2017, the Brauser Employment Agreement was terminated. Mr. Brauser continued to serve as Chairman of the Board of Directors of, prior to the Spin-off. On September 6, 2017, the Company entered into a consulting services agreement with Mr. Brauser, effective on June 23, 2017, for a term of four years (the “Consulting Agreement”). In consideration for Mr. Brauser’s services, the Consulting Agreement provides for continued vesting on all outstanding RSUs granted to Mr. Brauser before. $6,468 was recognized in loss on disposal of discontinued operations during the three months ended March 31, 2018 On December 8, 2015, when Dr. Phillip Frost joined the Board of Directors of the Company as Vice Chairman, Frost Gamma was granted 3,000,000 RSUs, outside of the 2008 Plan and 2015 Plan. These grants were fully vested on December 8, 2015, but Frost Gamma elected to defer delivery of any vested RSUs until Dr. Phillip Frost’s separation from service from the Company or death or disability. Dr. Phillip resigned as Vice Chairman effectively on March 8, 2018 and the 3,000,000 shares were delivered during the three months ended March 31, 2018. Spin-off of red violet On March 8, 2018, the Company’s Compensation Committee approved the acceleration (the “Acceleration”) of shares of stock options, RSUs and restricted stock held by certain employees, consultants, and directors, including only those employees who continue with red violet upon completion of the Spin-off, subject to such employees still being employed or providing services on March 12, 2018 (the “Acceleration Date”). An aggregate of 5,157,998 shares, including 47,500 shares of stock options, 4,960,498 shares of RSUs (inclusive of 500,000 shares to Marlin Capital and 2,500,000 to Michael Brauser, as discussed above), and 150,000 shares of restricted stock, were accelerated. Share-based compensation expense of $14,667 resulting from the Acceleration was recognized in loss on disposal of discontinued operations during the first quarter of 2018. In connection with the Spin-off of red violet, an aggregate of 304,000 shares of common stock awards were granted to certain employees of red violet (“Spin-off Grants”) during the three months ended March 31, 2018 and the related share-based compensation expense of $881 was recognized in loss on disposal of discontinued operations. In addition, an aggregate of Share-based compensation expense of $15,548, resulting from the Acceleration and Spin-off Grants, in connection with the Spin-off, was recognized in loss on disposal of discontinued operations. See Note 3, “Discontinued operations,” for details. Share options Details of share options activity during the three months ended March 31, 2018 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, 2017 222,000 $ 12.59 5.4 years $ - Outstanding as of March 31, 2018 222,000 $ 12.59 1.9 years $ - Options vested and expected to vest as of March 31, 2018 222,000 $ 12.59 1.9 years $ - Options exercisable as of March 31, 2018 222,000 $ 12.59 1.9 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 29, 2018 of $2.50 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, 2018: Number of options Weighted average exercise price per share Weighted average remaining contractual term Unvested as of December 31, 2017 47,500 $ 8.96 7.9 years Vested (1) (47,500 ) $ 8.96 Unvested as of March 31, 2018 - $ - - (1) As discussed in “Spin-off of red violet” above, the vesting of 47,500 shares of stock options was accelerated as a result of the Spin-off of red violet. Compensation expense for these share options of $243 and $30 was recognized during the three months ended March 31, 2018 and 2017, respectively, which was all recorded in discontinued operations in the condensed consolidated statements of operations. As of March 31, 2018, there was no unrecognized share-based compensation with respect to granted share options. Restricted stock units, common stock grants and restricted stock Details of unvested RSUs, common stock grants and restricted stock activity during the three months ended March 31, 2018 were as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2017 8,150,905 $ 9.27 Granted (1) 4,293,125 $ 2.65 Vested and delivered (2) (12,112,241 ) $ 7.41 Withheld as treasury stock (3) (143,395 ) $ 7.80 Vested not delivered (4) 3,761,068 $ 9.86 Forfeited (135,334 ) $ 5.63 Unvested as of March 31, 2018 3,814,128 $ 8.51 (1) As discussed in “Spin-off of red violet” above, among the RSUs granted during the first quarter of 2018, there were an aggregate of 304,000 shares of Spin-off Grants that vested and were delivered in the current period, and an aggregate of 2,041,000 shares of Transaction Grants that vested but were subject to deferred delivery over a three-year period. (2) (3 ) 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 first quarter of 2018. As of March 31, 2018, there were 495,918 outstanding shares withheld as treasury stock. ( 4 ) Vested not delivered represent the vested RSUs or common stock grants with deferred delivery at a future time. During the first quarter of 2018, there was a net decrease of 3,761,068 shares included in “vested not delivered,” as a result of the delivery of common stock underlying RSUs included in “vested not delivered” in prior periods. As of March 31, 2018, there were 2,914,917 outstanding shares of RSUs or common stock grants included in “vested not delivered.” The Company recognized compensation (included in sales and marketing expenses, general and administrative expenses, and discontinued operations in the condensed consolidated statements of operations, and intangible assets in the consolidated balance sheets) for these RSUs, common stock grants and restricted stock of $22,458 and $7,528 for the three months ended March 31, 2018 and 2017, respectively. The fair value of the RSUs and restricted stock 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, while fair value of RSUs granted to non-employees is updated each reporting period end until the performance required to receive the awards is complete. As of March 31, 2018, unrecognized share-based compensation expense associated with the granted RSUs amounted to $15,781, which are expected to be recognized over a weighted average period of 2.0 years. The share-based compensation for the Company’s share options, RSUs, common stock grants and restricted stock were allocated to the following accounts in the condensed consolidated financial statements for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, (In thousands) 2018 2017 Sales and marketing expenses $ 766 $ 612 General and administrative expenses 473 6,242 Spin-off transaction costs 5,409 - Discontinued operations 15,713 458 22,361 7,312 Capitalized in intangible assets of continuing operations 159 55 Capitalized in intangible assets of discontinued operations 181 191 Total $ 22,701 $ 7,558 |
Segment information
Segment information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment information | 10. Segment information The Company previously had two reportable segments, Information Services and Performance Marketing. As a result of the Spin-off of red violet on March 26, 2018 and the resulting change in the Company’s management team, the composition of the Company’s reportable segments has changed. As a result, the Company determined that there is only one reportable segment, performance marketing. This reflects the way the Company evaluates its business performance and manages its operations. The Company restated the segment information disclosures for the three months ended March 31, 2017 to reflect this change. Revenue by geography is based on the location of the customers. A majority of revenue is generated from the United States, and the total revenue generated from outside of the United States was less than 10% for the three months ended March 31, 2018 and 2017. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions | 11. Related party transactions For the three months ended March 31, 2018 and 2017, material related party transactions were as follows: Business Consulting Agreement Marlin Capital holds RSUs representing the right to receive 2,000,000 shares of the Company’s common stock, pursuant to the Business Consulting Agreement. 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. The Company determined the performance goals were met as of December 31, 2015. Share-based compensation expense of negative $1,792, as a result of the revaluation of the fair value of RSUs granted, and $311 for the three months ended March 31, 2018 and 2017, respectively, associated with shares under the Marlin Capital agreement, was recognized in general and administrative expenses. Upon the Acceleration on March 12, 2018, the remaining unvested 500,000 shares were fully vested, and related share-based compensation expense of $906 was recognized in loss on disposal of discontinued operations during the three months ended March 31, 2018. Also see Note 9, “Share-based compensation,” for details. Promissory Notes On December 8, 2015, the Company entered into the Promissory Notes, with an interest rate of 10% per annum, with certain investors, for 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 December 31, 2017, the principal amount plus accrued PIK interest of such Promissory Notes, owing to Frost Gamma, Michael Brauser and such other investor, were $5,574, $4,460 and $1,115, 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, Consulting Agreement On September 6, 2017, the Company entered into the Consulting Agreement with Michael Brauser, effective on June 23, 2017, for a term of four years, under which, Mr. Brauser served as a strategic advisor to the Company but received no salary for such services. In Share-based compensation expense of $302, associated with the Consulting Agreement, was recognized in general and administrative expenses for the three months ended March 31, 2018. In addition, upon the Acceleration, the remaining unvested 2,500,000 shares were accelerated, and related share-based compensation expense of $6,468 was recognized in loss on disposal of discontinued operations during the three months ended March 31, 2018. The Consulting Agreement was terminated upon the Spin-off of red violet. 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 (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. Under the DAB Agreement, the consulting service fee was $20 per month. The Company recognized consulting service fee of $60 and $60 for the three months ended March 31, 2018 and 2017, respectively. The DAB Agreement was terminated upon the Spin-off of red violet. In October 2015, the Company entered into a Non-Exclusive Aircraft Dry Lease Agreement with Brauser Aviation, LLC, an affiliated entity of our chairman prior to the Spin-off, to pay a set hourly rate for Company-related usage of the aircraft. The Company recognized aircraft lease fees of $29 and $0 for the three months ended March 31, 2018 and 2017, respectively. The lease agreement was terminated upon the Spin-off of red violet. On October 1, 2016, the Company entered into a consulting agreement with Terrence Schulke, the father of Ryan Schulke, the Company’s Chief Executive Officer and a Director. The consulting agreement provided for an initial payment of $23 and $8 quarterly for advising on new and legacy key players, providing strategic advice on new initiatives, management coaching, and organizational and operational processes and attending quarterly advisory board meetings at our office. Effective on January 1, 2018, the agreement was assigned to and assumed by TSS Consulting, LLC, a company wholly owned by Terrence Schulke. Mr. Schulke was granted 60,000 shares of RSUs on March 20, 2018, which vest in three equal annual installments starting on March 1, 2019, and related share-based compensation expense of $2 was recognized during the three months ended March 31, 2018. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 12. Commitments Employment agreements We have employment agreements with certain executives, mainly including our Chief Executive Officer, President, Chief Operating Officer and Interim Chief Financial Officer, etc., which provide for compensation and certain other benefits and for severance payments under certain circumstances. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 Fluent, Inc. (“Fluent” or the “Company”), formerly known as 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 (the “SEC”) 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, 2018. 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, 2017 (“2017 Form 10-K”) filed with the SEC on March 14, 2018. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date included in the 2017 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. Spin-off of red violet On March 26, 2018, Fluent completed the previously announced spin-off (the “Spin-off”) of its risk management business from its digital marketing business by way of a distribution of all the shares of common stock of Fluent’s wholly-owned subsidiary, Red Violet, Inc. (“red violet”), to Fluent’s stockholders of record as of March 19, 2018 (the “Record Date”) and certain warrant holders. The distribution occurred by way of a pro rata stock distribution to such common stock and warrant holders, each of whom received one share of red violet’s common stock for every 7.5 shares of Fluent’s common stock held on the Record Date or to which they were entitled to under their warrant. The Spin-off was governed by a Separation and Distribution Agreement as well as other related agreements between the Company and red violet, each entered into on February 27, 2018 (collectively, the “Spin-off Agreements”). As a result of the Spin-off of red violet, Fluent common stock continues trading on The NASDAQ Stock Market (“NASDAQ”), and red violet is an independent public company on NASDAQ. Upon the Spin-off, red violet owns Fluent subsidiaries which previously operated Fluent’s risk manag e ment business (“Red Violet Subsidiaries”), including IDI H o ldings, LLC (“IDI Holdings”) and its wholly owned subsidiar y , Interactive Data, LLC (“Int e ractive Data”), as well as Red Violet Technologies, LLC, IDI Verified, LLC, For e warn, LLC and Red Violet Blockchain and Analytical Solutions, LLC. In accordance with Accounting Standards Codification (“ASC”) 205-20, “ Discontinued Operations ,” Reclassifications Certain amounts in the prior year’s condensed consolidated financial statements and related footnotes thereto have been reclassified to conform with the current year presentation as a result of the Spin-off of red violet. See Note 3, “Discontinued operations,” for the impact. In addition, the Company has reclassified condensed |
Recently issued accounting standards | (b) Recently issued accounting standards In May 2014, Financial Accounting Standards Board (“FASB”) issued 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 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 In March 2018, the FASB issued ASU 2018-05 Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 formally amended ASC Topic 740, Income Taxes (“ASC 740”) for the guidance previously provided by SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance for the application of ASC 740 in the reporting period in which the tax reform legislation commonly known as the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law. The Company adopted SAB 118 in the fourth quarter of 2017 and therefore, the Company’s subsequent adoption of ASU 2018-05 in the first quarter of 2018 had no impact on its accounting for income taxes in the first quarter of 2018. Additional information regarding the accounting for income taxes for the Act is contained in Note 7, “ Income Taxes.” |
Revenue recognition | (c) Revenue recognition On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to all contracts that are not completed contracts at the date of initial application. There was no impact on the opening accumulated deficit as of January 1, 2018 due to the adoption of Topic 606. Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. In other words, our performance obligation is to a) deliver a data record based on a predefined qualifying characteristic specified by the consumer or b) generate conversions based on predefined user actions (for example, a click, a registration, and app install or a coupon print) subject to certain qualifying characteristics specified by the customer. We have applied the portfolio approach practical expedient in accounting for customer revenue as one collective group, rather than individual contracts. Based on our historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, we have concluded the financial statement effects are not materially different than if accounting for revenue on a contract by contract basis. Revenue is recognized over a period of time since the performance obligation is delivered in a series. Our customers simultaneously receive and consume the benefits provided by the performance as the Company performs. Furthermore, we have elected the “right to invoice” practical expedient available within ASC 606-10-55-18 as our measure of progress, since we have a right to payment from a customer in an amount that corresponds directly with the value of our performance completed-to-date. The Company's revenue arrangements do not contain significant financing components. If a customer pays consideration before we transfer services to the customer, those amounts are classified as deferred revenue. As of March 31, 2018 and December 31, 2017, the balance of deferred revenue was $219 and $265, respectively. The deferred revenue balance as of December 31, 2017 had been recognized into revenue during the three months ended March 31, 2018. If there is a delay between the period in which revenue is recognized and when customer invoices are issued, revenue is recognized and related amounts are recorded in accounts receivable. As of March 31, 2018 and December 31, 2017, unbilled revenue included in accounts receivable totaled $18,463 and $16,238, respectively. Sales commissions are recorded at the time revenue is recognized. These costs are recorded in sales and marketing expenses. In addition, we elected the practical expedient not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and 2017 is as follows: Three Months Ended March 31, (In thousands, except share data) 2018 2017 Numerator: Net loss from continuing operations $ (5,558 ) $ (9,832 ) Net loss from discontinued operations (21,124 ) (2,893 ) Net loss $ (26,682 ) $ (12,725 ) Denominator: Weighted average number of shares outstanding: Basic and diluted (1) 67,311,784 53,811,688 Loss per share: (2) Basic and diluted: Continuing operations $ (0.08 ) $ (0.18 ) Discontinued operations $ (0.31 ) $ (0.05 ) Total $ (0.40 ) $ (0.24 ) (1) For the quarter ended March 31, 2018, 6,729,045 shares of RSUs, 222,000 shares of options and warrants to purchase 2,623,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. For the quarter ended March 31, 2017, 14,826,890 shares of RSUs, 222,000 shares of options and warrants to purchase 1,273,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. (2) Loss per share tables may contain summation differences due to rounding. |
Discontinued operations (Tables
Discontinued operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Disposal of Discontinued Activity | The following financial information presents the results of operations of red violet for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, (In thousands) 2018 2017 Major classes of line items constituting loss from discontinued operations: Revenue $ 3,325 $ 1,572 Cost of revenue (exclusive of depreciation and amortization) 2,017 1,401 Sales and marketing expenses 1,089 818 General and administrative expenses 1,852 2,030 Depreciation and amortization 451 216 Loss from operations of discontinued operations, net of $0 income taxes (2,084 ) (2,893 ) Loss on disposal of discontinued operations, net of $0 income taxes (19,040 ) - Net loss from discontinued operations $ (21,124 ) $ (2,893 ) |
Schedule of Gain (Loss) on Disposal Activity | Included in the net loss from discontinued operations, the Company recorded a loss on disposal of discontinued operations of $19,040 for the three months ended March 31, 2018, as presented below. Among the total loss on disposal of discontinued operations, an aggregate of $16,030 were non-cash charges. Three Months Ended (In thousands) March 31, 2018 Share-based compensation expense (1) $ 15,548 Write-off of unamortized debt costs (2) 284 Write-off of certain prepaid expenses 198 Spin-off related professional fees 2,012 Spin-off related employee compensation 998 Loss on disposal of discontinued operations $ 19,040 (1) As discussed and defined in Note 9, “Share-based compensation,” share-based compensation expense represents non-cash expense in connection with the Acceleration of certain outstanding stock options, RSUs and restricted stock and additional Spin-off Grants, in connection with the Spin-off. (2) As discussed in Note 6, “Long-term debt, net,” in connection with the Spin-off, the Company repaid the promissory notes to certain shareholders, which resulted in a write-off of unamortized debt costs of $284. |
Schedule of Reconciliation of Assets and Liabilities of Discontinued Operations | We also reclassified carrying amounts of assets and liabilities of red violet into corresponding assets and liabilities of discontinued operation as of December 31, 2017. A reconciliation is shown below: (In thousands) December 31, 2017 Carrying amounts of the major classes of assets included in discontinued operations: Cash and cash equivalents $ 65 Accounts receivable 1,650 Prepaid expenses and other current assets 559 Current assets of discontinued operations 2,274 Property and equipment, net 1,091 Intangible assets, net 15,353 Goodwill 6,465 Other non-current assets 1,180 Non-current assets of discontinued operations 24,089 Total assets of discontinued operations $ 26,363 Carrying amounts of the major classes of liabilities included in discontinued operations: Trade accounts payable $ 919 Accrued expenses and other current liabilities 6,437 Deferred revenue 33 Total liabilities of discontinued operations $ 7,389 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 December 31, 2017 Gross amount: Software developed for internal use 3 years $ 3,308 $ 2,972 Acquired proprietary technology 5 years 11,382 11,382 Customer relationships 7-10 years 34,986 34,986 Trade names 20 years 16,357 16,357 Domain names 20 years 191 191 Databases 5-10 years 31,292 31,292 Non-competition agreements 2-5 years 1,768 1,768 Total gross amount 99,284 98,948 Accumulated amortization: Software developed for internal use (655 ) (490 ) Acquired proprietary technology (5,263 ) (4,693 ) Customer relationships (10,825 ) (9,628 ) Trade names (1,891 ) (1,686 ) Domain names (22 ) (20 ) Databases (7,866 ) (6,964 ) Non-competition agreements (1,280 ) (1,113 ) Total accumulated amortization (27,802 ) (24,594 ) Net intangible assets: Software developed for internal use 2,653 2,482 Acquired proprietary technology 6,119 6,689 Customer relationships 24,161 25,358 Trade names 14,466 14,671 Domain names 169 171 Databases 23,426 24,328 Non-competition agreements 488 655 Total net intangible assets $ 71,482 $ 74,354 |
Schedule of Estimated Amortization Expenses | As of March 31, 2018, estimated amortization expenses related to the Company’s intangible assets for the remainder of 2018 through 2023 and thereafter are as follows: (In thousands) Year March 31, 2018 Remainder of 2018 $ 9,561 2019 12,751 2020 12,107 2021 8,892 2022 7,999 2023 and thereafter 20,172 Total $ 71,482 |
Long-term debt, net (Tables)
Long-term debt, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt, net, as of March 31, 2018, consist of the following: 7.5% refinanced term loan, (In thousands) due 2023 Principal amount $ 70,000 Less: unamortized debt issuance costs (5,954 ) Long-term debt, net 64,046 Less: Current portion of long-term debt (3,500 ) Long-term debt, net (non-current) $ 60,546 |
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 December 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 $ 40,688 $ 14,312 $ 10,000 $ 65,000 Less: unamortized debt issuance costs (2,753 ) (672 ) (312 ) (3,737 ) Add: PIK interest accrued to the principal balance 542 9 1,149 1,700 Long-term debt, net 38,477 13,649 10,837 62,963 Less: Current portion of long-term debt (2,062 ) (688 ) - (2,750 ) Long-term debt, net (non-current) $ 36,415 $ 12,961 $ 10,837 $ 60,213 |
Scheduled Future Maturities of Total Debts | Excluding potential additional principal payments due on the Refinanced Term Loan based on a portion of our quarterly excess cash flows, scheduled future maturities of total debts as of March 31, 2018 were as follows: (In thousands) Year Remainder of 2018 $ 2,625 2019 3,500 2020 3,500 2021 3,500 2022 3,500 2023 and thereafter 53,375 Total maturities $ 70,000 |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 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, 2017 222,000 $ 12.59 5.4 years $ - Outstanding as of March 31, 2018 222,000 $ 12.59 1.9 years $ - Options vested and expected to vest as of March 31, 2018 222,000 $ 12.59 1.9 years $ - Options exercisable as of March 31, 2018 222,000 $ 12.59 1.9 years $ - |
Unvested Balance of Options | The unvested balance of options is shown below for the three months ended March 31, 2018: Number of options Weighted average exercise price per share Weighted average remaining contractual term Unvested as of December 31, 2017 47,500 $ 8.96 7.9 years Vested (1) (47,500 ) $ 8.96 Unvested as of March 31, 2018 - $ - - (1) As discussed in “Spin-off of red violet” above, the vesting of 47,500 shares of stock options was accelerated as a result of the Spin-off of red violet. |
Schedule of Restricted Share Units, Common Stock Grants and Restricted Stock Activity | Details of unvested RSUs, common stock grants and restricted stock activity during the three months ended March 31, 2018 were as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2017 8,150,905 $ 9.27 Granted (1) 4,293,125 $ 2.65 Vested and delivered (2) (12,112,241 ) $ 7.41 Withheld as treasury stock (3) (143,395 ) $ 7.80 Vested not delivered (4) 3,761,068 $ 9.86 Forfeited (135,334 ) $ 5.63 Unvested as of March 31, 2018 3,814,128 $ 8.51 (1) As discussed in “Spin-off of red violet” above, among the RSUs granted during the first quarter of 2018, there were an aggregate of 304,000 shares of Spin-off Grants that vested and were delivered in the current period, and an aggregate of 2,041,000 shares of Transaction Grants that vested but were subject to deferred delivery over a three-year period. (2) (3 ) 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 first quarter of 2018. As of March 31, 2018, there were 495,918 outstanding shares withheld as treasury stock. ( 4 ) Vested not delivered represent the vested RSUs or common stock grants with deferred delivery at a future time. During the first quarter of 2018, there was a net decrease of 3,761,068 shares included in “vested not delivered,” as a result of the delivery of common stock underlying RSUs included in “vested not delivered” in prior periods. As of March 31, 2018, there were 2,914,917 outstanding shares of RSUs or common stock grants included in “vested not delivered.” |
Schedule of Share-based Compensation | The share-based compensation for the Company’s share options, RSUs, common stock grants and restricted stock were allocated to the following accounts in the condensed consolidated financial statements for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, (In thousands) 2018 2017 Sales and marketing expenses $ 766 $ 612 General and administrative expenses 473 6,242 Spin-off transaction costs 5,409 - Discontinued operations 15,713 458 22,361 7,312 Capitalized in intangible assets of continuing operations 159 55 Capitalized in intangible assets of discontinued operations 181 191 Total $ 22,701 $ 7,558 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Increase in costs and expenses after reclassification | $ 33,797 | ||
Costs and expenses | $ 59,153 | $ 56,799 | |
Deferred revenue | 219 | $ 265 | |
Deferred evenue recognized into revenue | 265 | ||
Unbilled revenue in accounts receivable | $ 18,463 | $ 16,238 |
Loss per share - Schedule of Ba
Loss per share - Schedule of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Earnings Per Share [Abstract] | |||
Net loss from continuing operations | $ (5,558) | $ (9,832) | |
Net loss from discontinued operations | (21,124) | (2,893) | |
Net loss | $ (26,682) | $ (12,725) | |
Weighted average number of shares outstanding, Basic and diluted (in shares) | [1] | 67,311,784 | 53,811,688 |
Basic and diluted: | |||
Continuing operations | [2] | $ (0.08) | $ (0.18) |
Discontinued operations | [2] | (0.31) | (0.05) |
Total Net Loss, Basic and Diluted | [2] | $ (0.40) | $ (0.24) |
[1] | For the quarter ended March 31, 2018, 6,729,045 shares of RSUs, 222,000 shares of options and warrants to purchase 2,623,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. For the quarter ended March 31, 2017, 14,826,890 shares of RSUs, 222,000 shares of options and warrants to purchase 1,273,776 shares of common stock are excluded from the calculation of the diluted weighted average number of shares outstanding as their effects would be anti-dilutive. | ||
[2] | Loss per share tables may contain summation differences due to rounding. |
Loss per share - Additional Inf
Loss per share - Additional Information (Parenthetical) (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,729,045 | 14,826,890 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 222,000 | 222,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,623,776 | 1,273,776 |
Discontinued operations - Addit
Discontinued operations - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 26, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Net assets of red violet as a deduction in additional paid-in capital | $ 41,500 | ||
Loss on disposal of discontinued operations | 19,040 | ||
Loss on disposal of discontinued operations, non-cash charges | 16,030 | ||
Share-based compensation expense | 22,361 | $ 7,312 | |
Red Violet, Inc. [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Net assets of red violet as a deduction in additional paid-in capital | $ 41,500 | ||
Spinoff transaction costs | 7,708 | ||
Red Violet, Inc. [Member] | Spin-off Transaction Costs [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Non-cash share-based compensation expense | $ 5,409 | ||
Share vested not delivered | 2,041,000 | ||
Share-based compensation expense | $ 2,299 |
Discontinued operations - Dispo
Discontinued operations - Disposal of Discontinued Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Major classes of line items constituting loss from discontinued operations: | ||
Loss from operations of discontinued operations, net of $0 income taxes | $ (2,084) | $ (2,893) |
Loss on disposal of discontinued operations, net of $0 income taxes | (19,040) | |
Net loss from discontinued operations | (21,124) | (2,893) |
Discontinued Operations, Disposed of [Member] | Red Violet, Inc. [Member] | ||
Major classes of line items constituting loss from discontinued operations: | ||
Revenue | 3,325 | 1,572 |
Cost of revenue (exclusive of depreciation and amortization) | 2,017 | 1,401 |
Sales and marketing expenses | 1,089 | 818 |
General and administrative expenses | 1,852 | 2,030 |
Depreciation and amortization | 451 | 216 |
Loss from operations of discontinued operations, net of $0 income taxes | (2,084) | (2,893) |
Loss on disposal of discontinued operations, net of $0 income taxes | (19,040) | |
Net loss from discontinued operations | $ (21,124) | $ (2,893) |
Discontinued operations - Dis32
Discontinued operations - Disposal of Discontinued Activity (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Loss From Discontinued Operations Net Of Tax [Abstract] | ||
Loss from operations of discontinued operations, income taxes | $ 0 | $ 0 |
Loss on disposal of discontinued operation, income taxes | $ 0 | $ 0 |
Discontinued operations - Sched
Discontinued operations - Schedule of Gain (Loss) on Disposal Activity (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Loss On Disposal Of Discontinued Operations [Line Items] | |
Loss on disposal of discontinued operations | $ (19,040) |
Discontinued Operations, Disposed of [Member] | |
Loss On Disposal Of Discontinued Operations [Line Items] | |
Share-based compensation expense | 15,548 |
Write-off of unamortized debt costs | 284 |
Write-off of certain prepaid expenses | 198 |
Spin-off related professional fees | 2,012 |
Spin-off related employee compensation | 998 |
Loss on disposal of discontinued operations | $ 19,040 |
Discontinued operations - Sch34
Discontinued operations - Schedule of Gain (Loss) on Disposal Activity (Parenthetical) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Discontinued Operations And Disposal Groups [Abstract] | |
Write-off of unamortized debt costs | $ 284 |
Discontinued operations - Sch35
Discontinued operations - Schedule of Reconciliation of Assets and Liabilities of Discontinued Operations (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Carrying amounts of the major classes of assets included in discontinued operations: | |
Current assets of discontinued operations | $ 2,274 |
Non-current assets of discontinued operations | 24,089 |
Discontinued Operations, Disposed of [Member] | Red Violet, Inc. [Member] | |
Carrying amounts of the major classes of assets included in discontinued operations: | |
Cash and cash equivalents | 65 |
Accounts receivable | 1,650 |
Prepaid expenses and other current assets | 559 |
Current assets of discontinued operations | 2,274 |
Property and equipment, net | 1,091 |
Intangible assets, net | 15,353 |
Goodwill | 6,465 |
Other non-current assets | 1,180 |
Non-current assets of discontinued operations | 24,089 |
Total assets of discontinued operations | 26,363 |
Carrying amounts of the major classes of liabilities included in discontinued operations: | |
Trade accounts payable | 919 |
Accrued expenses and other current liabilities | 6,437 |
Deferred revenue | 33 |
Total liabilities of discontinued operations | $ 7,389 |
Intangible assets, net - Intang
Intangible assets, net - Intangible Assets Other than Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | $ 99,284 | $ 98,948 |
Accumulated amortization | (27,802) | (24,594) |
Net intangible assets | $ 71,482 | $ 74,354 |
Software Developed for Internal Use [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 3 years | 3 years |
Gross amount | $ 3,308 | $ 2,972 |
Accumulated amortization | (655) | (490) |
Net intangible assets | $ 2,653 | $ 2,482 |
Acquired Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 5 years | 5 years |
Gross amount | $ 11,382 | $ 11,382 |
Accumulated amortization | (5,263) | (4,693) |
Net intangible assets | 6,119 | 6,689 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | 34,986 | 34,986 |
Accumulated amortization | (10,825) | (9,628) |
Net intangible assets | $ 24,161 | $ 25,358 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets | 7 years | 7 years |
Customer Relationships [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 | $ 16,357 |
Accumulated amortization | (1,891) | (1,686) |
Net intangible assets | $ 14,466 | $ 14,671 |
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 | (22) | (20) |
Net intangible assets | 169 | 171 |
Databases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross amount | 31,292 | 31,292 |
Accumulated amortization | (7,866) | (6,964) |
Net intangible assets | $ 23,426 | $ 24,328 |
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 | (1,280) | (1,113) |
Net intangible assets | $ 488 | $ 655 |
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, 2018 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Write-off of long-lived assets | $ 3,626 | |
Amortization expenses | $ 3,208 | 3,111 |
Software Developed for Internal Use [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets that have not started amortization | $ 1,317 | |
Q Interactive Acquisition [Member] | Acquired Proprietary Technology and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Write-off of long-lived assets | $ 3,626 |
Intangible assets, net - Schedu
Intangible assets, net - Schedule of Estimated Amortization Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2018 | $ 9,561 | |
2,019 | 12,751 | |
2,020 | 12,107 | |
2,021 | 8,892 | |
2,022 | 7,999 | |
2023 and thereafter | 20,172 | |
Net intangible assets | $ 71,482 | $ 74,354 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Goodwill | $ 159,791,000 | $ 159,791,000 |
Impairment of goodwill | 0 | |
Spin-off of Red Violet [Member] | ||
Goodwill [Line Items] | ||
Derecognized goodwill | 6,465,000 | |
Interactive Data, Fluent, LLC and Q Interactive, LLC Acquisitions [Member] | Prior to Spin-off of Red Violet [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 166,256,000 |
Long-term debts, net - Summary
Long-term debts, net - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | $ (3,737) | |
Long-term debt, net | 62,963 | |
Less: Current portion of long-term debt | $ (3,500) | (2,750) |
Long-term debt, net (non-current) | $ 60,213 | |
7.5% Refinanced Term Loan, Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 70,000 | |
Less: unamortized debt issuance costs | (5,954) | |
Long-term debt, net | 64,046 | |
Less: Current portion of long-term debt | (3,500) | |
Long-term debt, net (non-current) | $ 60,546 |
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, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 70,000 | $ 65,000 |
Less: unamortized debt issuance costs | (3,737) | |
Add: PIK interest accrued to the principal balance | 1,700 | |
Long-term debt, net | 62,963 | |
Less: Current portion of long-term debt | $ (3,500) | (2,750) |
Long-term debt, net (non-current) | 60,213 | |
12% Term Loan, Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 40,688 | |
Less: unamortized debt issuance costs | (2,753) | |
Add: PIK interest accrued to the principal balance | 542 | |
Long-term debt, net | 38,477 | |
Less: Current portion of long-term debt | (2,062) | |
Long-term debt, net (non-current) | 36,415 | |
12% Incremental Term Loan, Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 14,312 | |
Less: unamortized debt issuance costs | (672) | |
Add: PIK interest accrued to the principal balance | 9 | |
Long-term debt, net | 13,649 | |
Less: Current portion of long-term debt | (688) | |
Long-term debt, net (non-current) | 12,961 | |
10% Promissory Notes, Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 10,000 | |
Less: unamortized debt issuance costs | (312) | |
Add: PIK interest accrued to the principal balance | 1,149 | |
Long-term debt, net | 10,837 | |
Long-term debt, net (non-current) | $ 10,837 |
Long-term debts, net - Addition
Long-term debts, net - Additional Information (Detail) - USD ($) | Mar. 26, 2018 | Jan. 19, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Feb. 01, 2017 | Dec. 08, 2015 |
Debt Instrument [Line Items] | |||||||
Principal amount | $ 70,000,000 | $ 65,000,000 | |||||
Long-term debt | 62,963,000 | ||||||
Promissory notes | $ 10,000,000 | ||||||
Promissory notes, interest rate | 10.00% | ||||||
Interest paid | $ 1,678,000 | $ 1,276,000 | |||||
Unamortized debt costs | 3,737,000 | ||||||
Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt costs | $ 284,000 | ||||||
Repayments of debt | 11,425,000 | ||||||
Michael Brauser, Chairman of the Board [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 4,460,000 | ||||||
Promissory notes | $ 4,000,000 | ||||||
Interest paid | 426,000 | ||||||
Another Investor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 1,115,000 | ||||||
Promissory notes | 1,000,000 | ||||||
Interest paid | 107,000 | ||||||
Frost Gamma Investments Trust [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 5,574,000 | ||||||
Promissory notes | 5,000,000 | ||||||
Interest paid | 533,000 | ||||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loan | $ 45,000,000 | ||||||
Incremental Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 15,000,000 | ||||||
Long-term debt | $ 14,039,000 | ||||||
Debt issuance costs | $ 961,000 | ||||||
Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, PIK interest rate | 1.00% | ||||||
Debt instrument, periodic principal payment | $ 688,000 | ||||||
Debt Instrument, maturity date | Dec. 8, 2020 | ||||||
Unamortized debt costs | 3,136,000 | ||||||
Repayments of term loan | 55,586,000 | ||||||
Prepayment premium | 2,818,000 | ||||||
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 Loans [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 9.50% | ||||||
Refinanced Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loan | $ 70,000 | ||||||
Debt Instrument, maturity date | Mar. 26, 2023 | ||||||
Debt instrument, principal amortization per quarter | $ 875,000 | ||||||
Refinancing debt costs incurred | $ 193,000 | ||||||
Refinanced Term Loan [Member] | Interest Rate Floor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 0.50% | ||||||
Refinanced Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 7.00% | ||||||
Refinanced Term Loan [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Term Loans, Interest rate | 6.00% |
Long-term debts, net - Schedu43
Long-term debts, net - Scheduled Future Maturities of Total Debts (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Remainder of 2018 | $ 2,625 | |
2,019 | 3,500 | |
2,020 | 3,500 | |
2,021 | 3,500 | |
2,022 | 3,500 | |
2023 and thereafter | 53,375 | |
Total maturities | $ 70,000 | $ 65,000 |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||
U.S. corporate statutory income tax rate | 21.00% | 34.00% | ||
Effective income tax rate, percentage | 0.00% | 0.00% | ||
Percentage of tax benefits likelihood of being realized upon settlement of tax authority | greater than 50% | |||
Unrecognized tax benefits | $ 1,134,000 | $ 1,134,000 | ||
Loss on disposal of discontinued operation, income taxes | 0 | $ 0 | ||
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 | |||
Loss on disposal of discontinued operation, income taxes | $ 0 | |||
Accrued interest and penalties to uncertain tax positions | $ 0 |
Common stock, treasury stock 45
Common stock, treasury stock and warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 10, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Equity [Line Items] | |||
Common stock, shares issued | 76,437,209 | 61,631,573 | |
Treasury stock, shares | 495,918 | 352,523 | |
Proceeds from issuance of shares, net of issuance costs | $ 13,392 | ||
Treasury stock, value | $ 1,672 | $ 1,274 | |
Warrants outstanding | 2,623,776 | 1,273,776 | |
Minimum [Member] | |||
Equity [Line Items] | |||
Exercise price of warrants | $ 3.75 | ||
Maximum [Member] | |||
Equity [Line Items] | |||
Exercise price of warrants | $ 8 | ||
Registered Direct Offering [Member] | Common Stock [Member] | |||
Equity [Line Items] | |||
Issuance of shares, net of offering costs, shares | 2,700,000 | ||
Common stock purchase price per share | $ 5 | ||
Proceeds from issuance of shares, net of issuance costs | $ 13,392 | ||
Issuance costs | $ 108 | ||
Registered Direct Offering [Member] | Warrant [Member] | |||
Equity [Line Items] | |||
Issuance of shares, net of offering costs, shares | 1,350,000 | ||
Exercise price of warrants | $ 6 | ||
Restricted Stock Units [Member] | |||
Equity [Line Items] | |||
Shares issued from vesting | 12,105,636 | ||
Common shares withheld to pay withholding taxes | 143,395 |
Share-based compensation - Addi
Share-based compensation - Additional Information (Detail) - USD ($) | Mar. 12, 2018 | Sep. 06, 2017 | Dec. 08, 2015 | Nov. 16, 2015 | Jan. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Apr. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 6,648,000 | $ 6,854,000 | ||||||||
Share-based compensation expense | $ 22,361,000 | 7,312,000 | ||||||||
Closing stock market price | $ 2.50 | |||||||||
Michael Brauser, Chairman of the Board [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 2,500,000 | |||||||||
Accelerated share-based compensation expense | $ 6,468,000 | |||||||||
Annual base salary | $ 25,000 | |||||||||
Consulting services agreement effective date | Jun. 23, 2017 | |||||||||
Business consulting services agreement period | 4 years | |||||||||
Share-based compensation expense | 302,000 | |||||||||
Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Unrecognized share-based compensation costs in respect of granted RSUs | $ 15,781,000 | |||||||||
Unrecognized share-based compensation weighted average period | 2 years | |||||||||
Restricted Stock Units [Member] | Michael Brauser, Chairman of the Board [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 2,500,000 | |||||||||
Accelerated share-based compensation expense | $ 6,468,000 | |||||||||
Award vesting period | 4 years | |||||||||
RSU vesting condition | no portion of the RSUs shall vest unless and until the Company has met certain vesting conditions during the vesting period. | |||||||||
Share units, granted | 5,000,000 | |||||||||
Restricted share units, issued | 1,250,000 | 1,250,000 | ||||||||
Restricted Stock Units [Member] | Stockholder Approval [Member] | Michael Brauser, 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] | ||||||||||
Shares accelerated | 47,500 | |||||||||
Share-based compensation expense | $ 243,000 | 30,000 | ||||||||
Unrecognized share-based compensation cost with respect to granted share options | $ 0 | |||||||||
Restricted Stock Units, Common Stock Grants and Restricted Stock [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of restricted stock units outstanding | 8,150,905 | 3,814,128 | ||||||||
Share units, granted | [1] | 4,293,125 | ||||||||
Share vested not delivered | [2] | 12,112,241 | ||||||||
Restricted stock units, common stock grants and restricted stock, compensation cost | $ 22,458,000 | $ 7,528,000 | ||||||||
Marlin Capital Investments, LLC [Member] | Michael Brauser Managing | ||||||||||
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, termination of the agreement by the Company without cause, or termination of the agreement by Marlin Capital for good reason. | |||||||||
Shares accelerated | 500,000 | |||||||||
Accelerated share-based compensation expense | $ 906,000 | |||||||||
Share vested not delivered | 500,000 | |||||||||
Frost Gamma [Member] | Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share units, granted | 3,000,000 | |||||||||
Restricted share units, issued | 3,000,000 | |||||||||
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 | 13,500,000 | |||||||||
Common stock reserved for future issuance | 226,447 | |||||||||
2008 Stock Incentive Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance | 310,568 | |||||||||
2018 Stock Incentive Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock authorized for issuance , percentage | 10.00% | |||||||||
The Acceleration [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 5,157,998 | |||||||||
Accelerated share-based compensation expense | $ 14,667,000 | |||||||||
The Acceleration [Member] | Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 4,960,498 | |||||||||
The Acceleration [Member] | Restricted Stock Units [Member] | Michael Brauser, Chairman of the Board [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 2,500,000 | |||||||||
The Acceleration [Member] | Employee Stock Option [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 47,500 | |||||||||
The Acceleration [Member] | Restricted Stock [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 150,000 | |||||||||
The Acceleration [Member] | Marlin Capital Investments, LLC [Member] | Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares accelerated | 500,000 | |||||||||
Spin-off Grants [Member] | Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share units, granted | 304,000 | |||||||||
Share vested not delivered | 304,000 | |||||||||
Spin-off Grants [Member] | Restricted Stock Units [Member] | Vested Subject to Deferred Delivery [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share vested not delivered | 2,041,000 | |||||||||
Spin-off Grants [Member] | Common Stock Grants [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share units, granted | 304,000 | |||||||||
Share-based compensation expense | $ 881,000 | |||||||||
Transaction Grants [Member] | Common Stock Grants [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 5,409,000 | |||||||||
Transaction Grants [Member] | Common Stock Grants [Member] | Vested Subject to Deferred Delivery [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share vested not delivered | 2,041,000 | |||||||||
Shares vested period | 3 years | |||||||||
The Acceleration and Spin-off Grants [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Accelerated share-based compensation expense | $ 15,548,000 | |||||||||
[1] | As discussed in “Spin-off of red violet” above, among the RSUs granted during the first quarter of 2018, there were an aggregate of 304,000 shares of Spin-off Grants that vested and were delivered in the current period, and an aggregate of 2,041,000 shares of Transaction Grants that vested but were subject to deferred delivery over a three-year period. | |||||||||
[2] | Among the shares vested and delivered during the first quarter of 2018, there were 6,273,318 shares that were vested but deferred in prior periods. See Item (4) below. |
Share-based compensation - Sche
Share-based compensation - Schedule of Stock Options Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of options, Beginning Balance | 222,000 | |
Number of options, Ending Balance | 222,000 | 222,000 |
Options vested and expected to vest as of March 31, 2018 | 222,000 | |
Options exercisable as of March 31, 2018 | 222,000 | |
Weighted average exercise price per share, Beginning Balance | $ 12.59 | |
Weighted average exercise price per share, Ending Balance | 12.59 | $ 12.59 |
Options vested and expected to vest as of March 31, 2018 | 12.59 | |
Weighted average exercise price per share, Options Exercisable as of March 31, 2018 | $ 12.59 | |
Weighted average remaining contractual term, Options outstanding | 1 year 10 months 24 days | 5 years 4 months 24 days |
Options vested and expected to vest as of March 31, 2018 | 1 year 10 months 24 days | |
Weighted average remaining contractual term, Options exercisable as of March 31, 2018 | 1 year 10 months 24 days |
Share-based compensation - Unve
Share-based compensation - Unvested Balance of Options (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | ||
Number of options | |||
Unvested, Beginning balance | 47,500 | ||
Vested | [1] | (47,500) | |
Unvested, Ending balance | 47,500 | ||
Weighted average exercise price per share | |||
Unvested, Beginning balance | $ 8.96 | ||
Vested | [1] | $ 8.96 | |
Unvested, Ending balance | $ 8.96 | ||
Weighted average remaining contractual term | |||
Unvested | 7 years 10 months 24 days | ||
[1] | As discussed in “Spin-off of red violet” above, the vesting of 47,500 shares of stock options was accelerated as a result of the Spin-off of red violet. |
Share-based compensation - Un49
Share-based compensation - Unvested Balance of Options (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2018shares | |
Employee Stock Option [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares accelerated | 47,500 |
Share-based compensation - Sc50
Share-based compensation - Schedule of Restricted Share Units, Common Stock Grants and Restricted Stock Activity (Detail) - Restricted Stock Units, Common Stock Grants and Restricted Stock [Member] | 3 Months Ended | |
Mar. 31, 2018$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units, Beginning Balance | shares | 8,150,905 | |
Number of units, Granted | shares | 4,293,125 | [1] |
Number of units, Vested and delivered | shares | (12,112,241) | [2] |
Number of units, Withheld as treasury stock | shares | (143,395) | [3] |
Number of units, Vested not delivered | shares | 3,761,068 | [4] |
Number of units, Forfeitures | shares | (135,334) | |
Number of units, Ending Balance | shares | 3,814,128 | |
Weighted average grant-date fair value, Beginning Balance | $ / shares | $ 9.27 | |
Weighted average grant-date fair value, Granted | $ / shares | 2.65 | [1] |
Weighted average grant-date fair value, Vested and delivered | $ / shares | 7.41 | [2] |
Weighted average grant-date fair value, Withheld as treasury stock | $ / shares | 7.80 | [3] |
Weighted average grant-date fair value, Vested not delivered | $ / shares | 9.86 | [4] |
Weighted average grant-date fair value, Forfeitures | $ / shares | 5.63 | |
Weighted average grant-date fair value, Ending Balance | $ / shares | $ 8.51 | |
[1] | As discussed in “Spin-off of red violet” above, among the RSUs granted during the first quarter of 2018, there were an aggregate of 304,000 shares of Spin-off Grants that vested and were delivered in the current period, and an aggregate of 2,041,000 shares of Transaction Grants that vested but were subject to deferred delivery over a three-year period. | |
[2] | Among the shares vested and delivered during the first quarter of 2018, there were 6,273,318 shares that were vested but deferred in prior periods. See Item (4) below. | |
[3] | 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 first quarter of 2018. As of March 31, 2018, there were 495,918 outstanding shares withheld as treasury stock. | |
[4] | Vested not delivered represent the vested RSUs or common stock grants with deferred delivery at a future time. During the first quarter of 2018, there was a net decrease of 3,761,068 shares included in “vested not delivered,” as a result of the delivery of common stock underlying RSUs included in “vested not delivered” in prior periods. As of March 31, 2018, there were 2,914,917 outstanding shares of RSUs or common stock grants included in “vested not delivered.” |
Share-based compensation - Sc51
Share-based compensation - Schedule of Restricted Share Units, Common Stock Grants and Restricted Stock Activity (Parenthetical) (Detail) | 3 Months Ended | |
Mar. 31, 2018shares | ||
Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding shares withheld as treasury stock | 495,918 | |
Restricted Stock Units, Common Stock Grants and Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share units, granted | 4,293,125 | [1] |
Share vested not delivered | 12,112,241 | [2] |
Shares vested but deferred in prior periods | 6,273,318 | |
Outstanding shares withheld as treasury stock | 143,395 | [3] |
Restricted Stock Units or Common Stock Grants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Decrease in vested and unissued shares in prior period | 3,761,068 | |
Outstanding RSUs or common stock grants under vested not delivered | 2,914,917 | |
Spin-off Grants [Member] | Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share units, granted | 304,000 | |
Share vested not delivered | 304,000 | |
Spin-off Grants [Member] | Vested Subject to Deferred Delivery [Member] | Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share vested not delivered | 2,041,000 | |
[1] | As discussed in “Spin-off of red violet” above, among the RSUs granted during the first quarter of 2018, there were an aggregate of 304,000 shares of Spin-off Grants that vested and were delivered in the current period, and an aggregate of 2,041,000 shares of Transaction Grants that vested but were subject to deferred delivery over a three-year period. | |
[2] | Among the shares vested and delivered during the first quarter of 2018, there were 6,273,318 shares that were vested but deferred in prior periods. See Item (4) below. | |
[3] | 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 first quarter of 2018. As of March 31, 2018, there were 495,918 outstanding shares withheld as treasury stock. |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Compensation Expense Recognized [Line Items] | ||
Share-based compensation expenses | $ 22,361 | $ 7,312 |
Share-based compensation capitalized in intangible assets | 159 | 55 |
Share-based compensation expenses, Total | 22,701 | 7,558 |
Selling and Marketing Expense [Member] | ||
Share Based Compensation Expense Recognized [Line Items] | ||
Share-based compensation expenses | 766 | 612 |
General and Administrative Expenses [Member] | ||
Share Based Compensation Expense Recognized [Line Items] | ||
Share-based compensation expenses | 473 | 6,242 |
Spin-off Transaction Costs [Member] | ||
Share Based Compensation Expense Recognized [Line Items] | ||
Share-based compensation expenses | 5,409 | |
Discontinued Operations [Member] | ||
Share Based Compensation Expense Recognized [Line Items] | ||
Share-based compensation expenses | 15,713 | 458 |
Share-based compensation capitalized in intangible assets | 181 | 191 |
Continuing Operations [Member] | ||
Share Based Compensation Expense Recognized [Line Items] | ||
Share-based compensation capitalized in intangible assets | $ 159 | $ 55 |
Segment information - Additiona
Segment information - Additional Information (Detail) - Segment | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue [Member] | Outside of United States [Member] | Maximum [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 10.00% | 10.00% |
Prior to Spin-off of Red Violet [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 2 | |
After Spin-off of Red Violet [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 1 |
Related party transactions - Ad
Related party transactions - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 26, 2018 | Mar. 20, 2018 | Mar. 12, 2018 | Sep. 06, 2017 | Oct. 01, 2016 | Nov. 16, 2015 | Aug. 01, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 08, 2015 |
Related Party Transaction [Line Items] | |||||||||||
Promissory notes, interest rate | 10.00% | ||||||||||
Promissory notes | $ 10,000 | ||||||||||
Principal and accrued interest of long-term debt | $ 62,963 | ||||||||||
Cash paid for interest | $ 1,678 | $ 1,276 | |||||||||
Payment of principal and accrued interest of long-term debt | 67,107 | 1,798 | |||||||||
Share-based compensation expense | 6,648 | 6,854 | |||||||||
Terrence Schulke consulting agreement payment | $ 23 | 8 | |||||||||
DAB Management Group Inc. [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Consulting service fee payable | $ 20 | 60 | 60 | ||||||||
Michael Brauser, Chairman of the Board [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accelerated share-based compensation expense | 6,468 | ||||||||||
Promissory notes | 4,000 | ||||||||||
Principal and accrued interest of long-term debt | 4,460 | ||||||||||
Cash paid for interest | 426 | ||||||||||
Payment of principal and accrued interest of long-term debt | $ 4,570 | ||||||||||
Business consulting services agreement period | 4 years | ||||||||||
Consulting services agreement effective date | Jun. 23, 2017 | ||||||||||
Share-based compensation expense | $ 302 | ||||||||||
Shares accelerated | 2,500,000 | ||||||||||
Another Investor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory notes | 1,000 | ||||||||||
Principal and accrued interest of long-term debt | 1,115 | ||||||||||
Cash paid for interest | 107 | ||||||||||
Payment of principal and accrued interest of long-term debt | 1,143 | ||||||||||
Marlin Capital Investments, LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of common stock shares to be received by RSU holder | 2,000,000 | ||||||||||
Frost Gamma Investments Trust [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory notes | $ 5,000 | ||||||||||
Principal and accrued interest of long-term debt | $ 5,574 | ||||||||||
Cash paid for interest | 533 | ||||||||||
Payment of principal and accrued interest of long-term debt | $ 5,713 | ||||||||||
Affiliated Entity [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aircraft lease fee | $ 29 | 0 | |||||||||
Restricted Stock Units [Member] | Michael Brauser, Chairman of the Board [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accelerated share-based compensation expense | $ 6,468 | ||||||||||
Shares accelerated | 2,500,000 | ||||||||||
Number of units, Granted | 5,000,000 | ||||||||||
Award vesting period | 4 years | ||||||||||
Restricted Stock Units [Member] | Marlin Capital Investments, LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares vested beginning date | Oct. 13, 2015 | ||||||||||
Share-based compensation expense (Benefit) | $ (1,792) | $ 311 | |||||||||
Restricted share units, vested | 500,000 | ||||||||||
Accelerated share-based compensation expense | $ 906 | ||||||||||
Shares accelerated | 500,000 | ||||||||||
Restricted Stock Units [Member] | T S S Consulting L L C | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share-based compensation expense | $ 2 | ||||||||||
Number of units, Granted | 60,000 | ||||||||||
Award vesting period | 3 years |