Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RDVT | |
Entity Registrant Name | RED VIOLET, INC. | |
Entity Central Index Key | 0001720116 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 10,832,537 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38407 | |
Entity Tax Identification Number | 822408531 | |
Entity Address, Address Line One | 2650 North Military Trail | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | Florida | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | (561) | |
Local Phone Number | 757-4000 | |
Entity Information, Former Legal or Registered Name | None |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 5,915 | $ 9,950 |
Accounts receivable, net of allowance for doubtful accounts of $98 and $77 as of June 30, 2019 and December 31, 2018, respectively | 3,626 | 2,265 |
Prepaid expenses and other current assets | 885 | 934 |
Total current assets | 10,426 | 13,149 |
Property and equipment, net | 726 | 852 |
Intangible assets, net | 22,031 | 19,971 |
Goodwill | 5,227 | 5,227 |
Right-of-use assets | 2,835 | |
Other noncurrent assets | 459 | 628 |
Total assets | 41,704 | 39,827 |
Current liabilities: | ||
Accounts payable | 2,290 | 2,246 |
Accrued expenses and other current liabilities | 932 | 1,277 |
Current portion of operating lease liabilities | 463 | |
Deferred revenue | 56 | 26 |
Total current liabilities | 3,741 | 3,549 |
Noncurrent operating lease liabilities | 2,712 | |
Total liabilities | 6,453 | 3,549 |
Shareholders' equity: | ||
Preferred stock—$0.001 par value, 10,000,000 shares authorized, and 0 shares issued and outstanding, as of June 30, 2019 and December 31, 2018 | ||
Common stock—$0.001 par value, 200,000,000 shares authorized, 10,286,613 and 10,266,613 shares issued and outstanding, as of June 30, 2019 and December 31, 2018 | 10 | 10 |
Additional paid-in capital | 45,253 | 41,052 |
Accumulated deficit | (10,012) | (4,784) |
Total shareholders' equity | 35,251 | 36,278 |
Total liabilities and shareholders' equity | $ 41,704 | $ 39,827 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 98 | $ 77 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 10,286,613 | 10,266,613 |
Common stock, shares outstanding | 10,286,613 | 10,266,613 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 7,245 | $ 3,909 | $ 12,979 | $ 7,234 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization) | 3,052 | 2,084 | 5,721 | 4,101 |
Sales and marketing expenses | 2,003 | 1,228 | 3,503 | 2,317 |
General and administrative expenses | 5,396 | 1,742 | 7,761 | 3,594 |
Depreciation and amortization | 681 | 478 | 1,299 | 929 |
Total costs and expenses | 11,132 | 5,532 | 18,284 | 10,941 |
Loss from operations | (3,887) | (1,623) | (5,305) | (3,707) |
Interest income, net | 37 | 77 | ||
Other income, net | 129 | 129 | ||
Loss before income taxes | (3,850) | (1,494) | (5,228) | (3,578) |
Net loss | $ (3,850) | $ (1,494) | $ (5,228) | $ (3,578) |
Loss per share: | ||||
Basic and diluted | $ (0.37) | $ (0.15) | $ (0.51) | $ (0.35) |
Weighted average number of shares outstanding: | ||||
Basic and diluted | 10,298,613 | 10,266,613 | 10,283,232 | 10,266,613 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND MEMBER'S CAPITAL (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Member's capital |
Beginning balance at Dec. 31, 2017 | $ 17,736 | $ 17,736 | |||
Beginning balance, shares at Dec. 31, 2017 | 1,000 | ||||
Contribution by Fluent, Inc., including allocation of expenses | 24,264 | ||||
Share-based compensation | $ 49 | 346 | |||
Net loss | (3,578) | $ (1,494) | (2,084) | ||
Spin-off from Fluent, Inc. | $ 10 | 40,252 | $ (40,262) | ||
Spin-off from Fluent, Inc., shares | 10,265,613 | ||||
Ending balance at Jun. 30, 2018 | 38,817 | $ 10 | 40,301 | (1,494) | |
Ending balance,shares at Jun. 30, 2018 | 10,266,613 | ||||
Beginning balance at Mar. 31, 2018 | 40,262 | $ 10 | 40,252 | ||
Beginning balance, shares at Mar. 31, 2018 | 10,266,613 | ||||
Share-based compensation | 49 | ||||
Net loss | (1,494) | (1,494) | |||
Ending balance at Jun. 30, 2018 | 38,817 | $ 10 | 40,301 | (1,494) | |
Ending balance,shares at Jun. 30, 2018 | 10,266,613 | ||||
Beginning balance at Dec. 31, 2018 | $ 36,278 | $ 10 | 41,052 | (4,784) | |
Beginning balance, shares at Dec. 31, 2018 | 10,266,613 | 10,266,613 | |||
Vesting of restricted stock units, shares | 20,000 | ||||
Share-based compensation | 4,201 | ||||
Net loss | $ (5,228) | (5,228) | |||
Ending balance at Jun. 30, 2019 | $ 35,251 | $ 10 | 45,253 | (10,012) | |
Ending balance,shares at Jun. 30, 2019 | 10,286,613 | 10,286,613 | |||
Beginning balance at Mar. 31, 2019 | $ 35,324 | $ 10 | 41,476 | (6,162) | |
Beginning balance, shares at Mar. 31, 2019 | 10,286,613 | ||||
Share-based compensation | 3,777 | ||||
Net loss | (3,850) | (3,850) | |||
Ending balance at Jun. 30, 2019 | $ 35,251 | $ 10 | $ 45,253 | $ (10,012) | |
Ending balance,shares at Jun. 30, 2019 | 10,286,613 | 10,286,613 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,228) | $ (3,578) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,299 | 929 |
Share-based compensation expense | 3,883 | 214 |
Write-off of long-lived assets | 30 | 61 |
Provision for bad debts | 326 | 155 |
Allocation of expenses from Fluent, Inc. | 325 | |
Noncash lease expenses | 207 | |
Changes in assets and liabilities: | ||
Accounts receivable | (1,687) | (536) |
Prepaid expenses and other current assets | 49 | (284) |
Other noncurrent assets | 169 | 82 |
Accounts payable | 44 | 122 |
Accrued expenses and other current liabilities | (2,944) | |
Deferred revenue | 30 | 23 |
Operating lease liabilities | (212) | |
Other non-current liabilities | 189 | |
Net cash used in operating activities | (1,090) | (5,242) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (32) | (37) |
Capitalized costs included in intangible assets | (2,913) | (2,888) |
Net cash used in investing activities | (2,945) | (2,925) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Capital contributed by Fluent, Inc. | 23,939 | |
Net cash provided by financing activities | 23,939 | |
Net (decrease) increase in cash and cash equivalents | (4,035) | 15,772 |
Cash and cash equivalents at beginning of period | 9,950 | 65 |
Cash and cash equivalents at end of period | 5,915 | 15,837 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Share-based compensation capitalized in intangible assets | 318 | $ 181 |
Right-of-use assets obtained in exchange of operating lease liabilities | 3,042 | |
Operating lease liabilities arising from obtaining right-of-use assets | $ 3,387 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of significant accounting policies (a) Basis of preparation The accompanying unaudited condensed consolidated financial statements of Red Violet, Inc. (“red violet” or the “Company”), a Delaware corporation, On March 26, 2018, Fluent, Inc. (“Fluent”) completed a 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 then wholly-owned subsidiary, red violet, to Fluent’s stockholders as of the record date and certain warrant holders (the “Spin-off”). 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 warrants, which resulted in a distribution of a total of 10,266,613 shares of red violet common stock. e Initial Measurement- Transactions Between Entities Under Common Control Transfer Date Measurement 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, 2019. 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date included in the 2018 Form 10-K, but does not include all disclosures required by US GAAP. The Company has only one operating segment, as defined by Accounting Standards Codification (“ASC”) 280, “ Segment Reporting 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. For periods prior to the Spin-off, these financial statements were prepared on a consolidated and combined basis because certain of the entities were under common control. Although the Spin-off was completed on March 26, 2018, the Company has reflected the Spin-off in these financial statements as if it occurred on March 31, 2018 as the Company determined that the impact is not material to the condensed consolidated financial statements. The historical condensed consolidated and combined financial results presented prior to the Spin-off may not be indicative of the results that would have been achieved by the Company had it operated as a separate, standalone entity prior to the Spin-off. The condensed consolidated and combined financial statements presented prior to the Spin-off do not reflect any changes that may occur in the Company’s operations in connection with or as a result of the Spin-off. (b) Recently issued accounting standards As an emerging growth company, the Company has left open the opportunity to take advantage of the extended transition In February 2016, Financial Accounting Standard Board (“FASB”) issued ASU No. 2016-02 (“ASU 2016-02”), “Leases (Topic 842),” which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. In July 2018, FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements.” Topic 842 is effective for public entities and private entities in the first quarter of 2019 and the first quarter of 2020, respectively, on a modified retrospective basis. The Company adopted Topic 842 in the first quarter of 2019. The Company recorded a right-of-use asset and a total operating lease obligation on its condensed consolidated balance sheet of approximately $3.0 million and $3.4 million, respectively, upon the adoption. Refer to Note 9, Leases, for further details. In June 2016, FASB issued ASU No. 2016-13 (“ASU 2016-13”), “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In November 2018, FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses,” which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will become effective for public companies beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. In August 2018, FASB issued ASU No. 2018-15 (“ASU 2018-15”), “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. It also requires the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. This guidance will be effective for the Company for annual reporting periods beginning after December 15, 2020, on a retrospective or prospective basis and early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
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 shares of common stock 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 unvested shares. Common equivalent shares are excluded from the calculation in the loss periods as their effects would be anti-dilutive. Prior to the Spin-off, the financial information of red violet represented the consolidated and combined figures of red violet and its subsidiaries. red violet only had 1,000 shares of common stock outstanding, all of which Fluent owned. On March 26, 2018, upon the Spin-off of red violet, an aggregate of 10,266,613 shares of red violet common stock were distributed to Fluent stockholders and certain warrant holders. This number of shares remained outstanding as of June 30, 2018 and is utilized to calculate loss per share for the six months ended June 30, 2018, as shown in the table below. Three Months Ended June 30, Six Months Ended June 30, (In thousands, except share data) 2019 2018 2019 2018 Numerator: Net loss $ (3,850 ) $ (1,494 ) $ (5,228 ) $ (3,578 ) Denominator: Weighted average shares outstanding - Basic and diluted 10,298,613 10,266,613 10,283,232 10,266,613 Loss per share: Basic and diluted: $ (0.37 ) $ (0.15 ) $ (0.51 ) $ (0.35 ) A total of 2,237,000 unvested restricted stock units (“RSUs”) have been excluded from the diluted loss per share for the three and six months ended June 30, 2019, and 56,000 RSUs have been excluded for the three and six months ended June 30, 2018, as the impact is anti-dilutive. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets, Net | 3. Intangible assets, net Intangible assets other than goodwill consist of the following: June 30, 2019 December 31, 2018 (In thousands) Amortization Period Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Software developed for internal use 5-10 years $ 26,221 $ (4,190 ) $ 22,031 $ 22,990 $ (3,019 ) $ 19,971 The gross amount associated with software developed for internal use represents capitalized costs of internally-developed software, including eligible salaries and staff benefits and share-based compensation incurred by relevant employees, and other relevant costs. Amortization expenses of $617 and $417 for the three months ended June 30, 2019 and 2018, respectively, and $1,171 and $790 for the six months ended June 30, 2019 and 2018, respectively, were included in depreciation and amortization expense. As of June 30, 2019, intangible assets of $3,515, included in the gross amounts of software developed for internal use, have not started amortization, as they are not ready for their intended use. The Company capitalized costs of internally-developed software of $1,651 and $1,518 during the three months ended June 30, 2019 and 2018, respectively, and $3,231 and $3,069 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, estimated amortization expense related to the Company’s intangible assets for the remainder of 2019 through 2023 and thereafter are as follows: (In thousands) Year June 30, 2019 Remainder of 2019 $ 1,307 2020 3,304 2021 3,303 2022 3,301 2023 3,226 2024 and thereafter 7,590 Total $ 22,031 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 4. Goodwill Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. As of June 30, 2019 and December 31, 2018, the balance of goodwill of $5,227 was as a result of the acquisition of Interactive Data, LLC (“Interactive Data”), a wholly-owned subsidiary of red violet, effective on October 2, 2014. In accordance with ASC 350, “Intangibles - Goodwill and Other,” As of June 30, 2019 and December 31, 2018, no goodwill impairment charges were recorded. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 5. Revenue recognition On January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers,” (“Topic 606”) using the modified retrospective method applied to all contracts that were 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 the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s performance obligation is to provide on demand solutions to its customers by leveraging its proprietary technology and applying machine learning and advanced analytics to its massive data repository. The pricing for the customer contracts is based on usage, a monthly fee, or a combination of both. Available within Topic 606, the Company has applied the portfolio approach practical expedient in accounting for customer revenue as one collective group, rather than individual contracts. Based on the Company’s historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company has 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. The Company’s customers simultaneously receive and consume the benefits provided by the Company’s performance as and when provided. Furthermore, the Company has elected the “right to invoice” practical expedient, available within Topic 606, as its measure of progress, since it has a right to payment from a customer in an amount that corresponds directly with the value of its performance completed-to-date. The Company's revenue arrangements do not contain significant financing components. For the three months ended June 30, 2019 and 2018, 62% and 52% of total revenue was attributable to customers with pricing contracts, respectively, versus 38% and 48% attributable to transactional customers, respectively. For the six months ended June 30, 2019 and 2018, 64% and 48% of total revenue was attributable to customers with pricing contracts, respectively, versus 36% and 52% attributable to transactional customers, respectively. Pricing contracts are generally annual contracts or longer, with auto renewal. If a customer pays consideration before the Company transfers services to the customer, those amounts are classified as deferred revenue. As of June 30, 2019 and December 31, 2018, the balance of deferred revenue was $56 and $26, respectively, all of which is expected to be realized in the next 12 months. In relation to the deferred revenue balance as of December 31, 2018, $10 and $26 was recognized into revenue during the three and six months ended June 30, 2019, respectively. As of June 30, 2019, $3,626 of revenue is expected to be recognized in the future for outstanding performance obligations, primarily related to pricing contracts that have a term of more than 12 months. $980 of revenue will be recognized in the remainder of 2019, $1,639 in 2020, $1,004 in 2021, and $3 in 2022. The actual timing of recognition may vary due to factors outside of the Company’s control. The Company excludes variable consideration related entirely to wholly unsatisfied performance obligations and contracts and recognizes such variable consideration based upon the right to invoice the customer. Sales commissions are incurred and recorded on an ongoing basis over the term of the customer relationship. These costs are recorded in sales and marketing expenses. In addition, the Company elected the practical expedient to not 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 the Company recognizes revenue at the amount to which it has the right to invoice for services performed. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income taxes The Company is subject to federal and state income taxes in the United States. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if its estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter. red violet is a “C” corporation, while its subsidiaries are all limited liability companies. Before the Spin-off, red violet and its subsidiaries were consolidated with Fluent for U.S. federal income tax purposes. However, for purposes of these financial statements, the income tax provisions prior to the Spin-off were prepared assuming the entities filed separate tax returns. The Company’s effective income tax rate differed from the statutory federal income tax rate of 21% for the three and six months ended June 30, 2019 and 2018 . 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 Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. All of the Company’s income tax filings since 2015 remain open for tax examinations. The Company does not have any unrecognized tax benefits as of June 30, 2019 and December 31, 2018. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | 7. Share-based compensation On March 22, 2018, the board of directors of the Company and Fluent, in its capacity as sole stockholder of red violet prior to the Spin-off, approved the Red Violet, Inc. 2018 Stock Incentive Plan (the “2018 Plan”), which became effective immediately prior to the Spin-off. A total of 3,000,000 shares of common stock were authorized to be issued under the 2018 Plan. 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. As of June 30, 2019, there were 731,000 shares of common stock reserved for issuance under the 2018 Plan. Details of unvested RSU activity during the six months ended June 30, 2019 were as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2018 (1) 2,121,000 $ 7.65 Granted (2) 183,500 $ 7.25 Vested and delivered (20,000 ) $ 6.10 Vested not delivered (12,000 ) $ 6.10 Forfeited (35,500 ) $ 7.49 Unvested as of June 30, 2019 2,237,000 $ 7.64 (1) On September 5, 2018, the Company’s compensation committee approved the grant of an aggregate of 1,487,500 RSUs, subject to both time- and performance-based requirements, to certain of its executive officers and directors, at a grant date fair value of $7.69 per share, under the 2018 Plan, with a three-year vesting period. Such RSU grants shall not vest unless and until the Company has, for any fiscal quarter in which the RSUs are outstanding, (i) gross revenue determined in accordance with the Company’s reviewed or audited financial statements in excess of $7.0 million for such fiscal quarter, (ii) positive adjusted EBITDA, as determined based on amounts derived from the Company’s reviewed or audited financial statements for such fiscal quarter, and (iii) the participant continues to provide services to the Company either as an employee, director or consultant on the last date of the quarter that the performance criteria is met (collectively, the “Performance Criteria”). If the Performance Criteria are met, the RSUs will vest one-third annually on each of July 1, 2019, July 1, 2020 and July 1, 2021. In the event of a change of control, all RSUs which have not vested on the date of such change of control shall immediately vest even if the Performance Criteria has not been met. ( 2) On January 16, 2019, an aggregate of 183,500 RSUs were granted to certain employees of the Company, at a grant date fair value of $7.25 per share, under the 2018 Plan, with vesting periods ranging from three to four years. Among these grants, 90,000 RSUs were also subject to the Performance Criteria, as defined above. Based on the achievement of the Performance Criteria as of June 30, 2019, the Company expects to issue shares underlying the 90,000 RSUs in accordance with the continuing time-based vesting requirement. As a result of meeting the Performance Criteria as of June 30, 2019, the Company recognized a total of $3,414 of share-based compensation expense relating to RSUs with Performance Criteria during the three-month period ended June 30, 2019. Of the $3,414 recognized, $2,351 represented a catch-up of unamortized expense from September 5, 2018 through March 31, 2019, which was not recognized in prior periods because the Company determined at each period end that it was not probable that the Performance Criteria would be met. As of June 30, 2019, unrecognized share-based compensation expense associated with the granted RSUs amounted to $12,334, which is expected to be recognized over a remaining weighted average period of 2.2 years. Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three and six months ended June 30, 2019 and 2018: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2019 2018 2019 2018 Sales and marketing expenses $ 89 $ - $ 176 $ 41 General and administrative expenses 3,520 49 3,707 173 Share-based compensation expense 3,609 49 3,883 214 Capitalized in intangible assets 168 - 318 181 Total $ 3,777 $ 49 $ 4,201 $ 395 The amounts recorded in the six months ended June 30, 2018 included an allocation of share-based compensation related to the share-based awards granted by Fluent to Company employees or non-employees prior to the Spin-off. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related party transactions Services Agreement On August 7, 2018, the Company entered into an executive chairman services agreement with Mr. Michael Brauser, the then Executive Chairman of the Company, pursuant to which Mr. Brauser will be providing recommendations on organizational and capital structure, future acquisitions and strategic transactions (“Services Agreement”), for a term of one year, automatically renewing for additional one-year periods unless either party provides written notice to the other of its intent not to renew not fewer than 30 days prior to the expiration of the then current term. Mr. Brauser remains a consultant to the Company and continues to provide services under the existing Services Agreement after his resignation as Executive Chairman and as a member of the board of directors effective on September 9, 2018. Under the Services Agreement, Mr. Brauser receives cash compensation of $30 per month and is entitled to participate in the Company’s incentive compensation plan. The Company recognized consulting service fees relating to the Services Agreement of a total of $90 and $180 during the three and six months ended June 30, 2019, respectively. In addition, amortization of share-based compensation expense of $1,115 in relation to the RSUs with Performance Criteria previously granted to Mr. Brauser was recognized during the three months ended June 30, 2019. Contribution by Fluent Contribution by Fluent represents cash funding provided or the portion of certain expenses allocated by Fluent to red violet, on or prior to the Spin-off. These allocated expenses are primarily corporate employee salaries and benefits of the functional groups (inclusive of executive management, accounting, administrative and information technology) and corporate administrative expenses (inclusive of legal services, accounting and finance services and other corporate and infrastructure services). Corporate employee salaries and benefits were allocated on the basis of time spent, and corporate administrative expenses were allocated on the basis of relative percentage of services utilized or benefit received. red violet recorded expenses of $325 for the three months ended March 31, 2018 as a result of the allocation of expenses from Fluent. Upon the Spin-off, Fluent no longer allocates any expenses to red violet. In addition, share-based compensation of $344, relating to the share-based awards granted by Fluent prior to the Spin-off, was recorded during the three months ended March 31, 2018. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases On January 1, 2019, the Company adopted Leases (Topic 842) using the modified retrospective method applied to all leases existing at the date of initial application. The Company elected the practical expedients to not reassess whether any existing contracts are or contain leases, not reassess the lease classification for any existing leases, and not reassess initial direct costs for any existing leases, upon the adoption of Leases (Topic 842). The Company leases its corporate headquarters of 21,020 rentable square feet in accordance with a non-cancelable 89-month operating lease agreement as amended and effective in January 2017. The Company also leases an additional office space of 6,003 rentable square feet in accordance with a non-cancellable 90-month operating lease agreement entered into in April 2017, with an option to extend for additional 60 months. The extension option is not included in the determination of the lease term as it is not reasonably certain to be exercised. For the three and six months ended June 30, 2019, a summary of the Company’s lease information is shown below: Three Months Ended Six Months Ended (In thousands) June 30, 2019 June 30, 2019 Lease cost: Operating lease costs $ 168 $ 336 Other information: Cash paid for operating leases $ 171 $ 341 Right-of-use assets obtained in exchange for operating lease liabilities $ - $ 3,042 Weighted average discount rate for operating leases (1) - 8.0 % (1) The Company used 8.0%, its estimated incremental borrowing rate for similar secured assets, as the discount rate for the leases to determine the present value of the lease payments because the implicit rate in each lease is not readily determinable. The discount rate was calculated on the basis of information available as of January 1, 2019, the application date. As of June 30, 2019, the weighted average remaining operating lease term was 5.3 years. As of June 30, 2019, scheduled future maturities and present value of the operating lease liabilities are as follows: (In thousands) Year June 30, 2019 Remainder of 2019 $ 346 2020 705 2021 724 2022 743 2023 765 2024 and thereafter 619 Total maturities $ 3,902 Present value included in condensed consolidated balance sheet: Current portion of operating lease liabilities $ 463 Noncurrent operating lease liabilities 2,712 Total operating lease liabilities $ 3,175 Difference between the maturities and the present value of operating lease liabilities $ 727 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and contingencies (a) Capital commitment The Company incurred data costs of $1,867 and $1,361 for the three months ended June 30, 2019 and 2018, respectively, and $3,555 and $2,653 for the six months ended June 30, 2019 and 2018, respectively, under certain data licensing agreements. As of June 30, 2019, material capital commitments under certain data licensing agreements were $18,549, shown as follows: (In thousands) Year June 30, 2019 Remainder of 2019 $ 3,776 2020 7,506 2021 5,615 2022 1,652 Total $ 18,549 (b) Contingencies On June 21, 2018, the U.S. Supreme Court in South Dakota v. Wayfair, Inc. et al, overturned prior law which required physical presence for nexus and endorsed economic nexus as a basis for South Dakota to require online merchants to collect and remit sales taxes, even if the business does not have an in-state physical presence (the "Wayfair Decision"). As of June 30, 2019, the vast majority of states have enacted or announced their own interpretation of the Wayfair Decision. The Company collects and remits sales tax in certain states, as a result of the Wayfair Decision and as a result of its continued overall compliance and review practice related to its sales and use tax obligations. In addition, the Company is currently undergoing a state sales and use tax examination. The Company establish es accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it disclose s the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluate s , among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. The Company do es not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon its analysis of potential sales and use tax labilities, the Company determined that there were no matters that required an accrual as of the balance sheet date, June 30, 201 9. The Company estimates that adverse decision s, if any, related to state sales and use tax examination s could result in a possible loss up to $ 213 . The Company may be involved in litigation from time to time in the ordinary course of business. The Company does not believe that the ultimate resolution of any such matters will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, the results of such matters cannot be predicted with certainty and the Company cannot assure you that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on its business, financial condition, results of operations and cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Preparation | (a) Basis of preparation The accompanying unaudited condensed consolidated financial statements of Red Violet, Inc. (“red violet” or the “Company”), a Delaware corporation, On March 26, 2018, Fluent, Inc. (“Fluent”) completed a 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 then wholly-owned subsidiary, red violet, to Fluent’s stockholders as of the record date and certain warrant holders (the “Spin-off”). 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 warrants, which resulted in a distribution of a total of 10,266,613 shares of red violet common stock. e Initial Measurement- Transactions Between Entities Under Common Control Transfer Date Measurement 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, 2019. 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 Form 10-K”). The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date included in the 2018 Form 10-K, but does not include all disclosures required by US GAAP. The Company has only one operating segment, as defined by Accounting Standards Codification (“ASC”) 280, “ Segment Reporting 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. For periods prior to the Spin-off, these financial statements were prepared on a consolidated and combined basis because certain of the entities were under common control. Although the Spin-off was completed on March 26, 2018, the Company has reflected the Spin-off in these financial statements as if it occurred on March 31, 2018 as the Company determined that the impact is not material to the condensed consolidated financial statements. The historical condensed consolidated and combined financial results presented prior to the Spin-off may not be indicative of the results that would have been achieved by the Company had it operated as a separate, standalone entity prior to the Spin-off. The condensed consolidated and combined financial statements presented prior to the Spin-off do not reflect any changes that may occur in the Company’s operations in connection with or as a result of the Spin-off. |
Recently Issued Accounting Standards | (b) Recently issued accounting standards As an emerging growth company, the Company has left open the opportunity to take advantage of the extended transition In February 2016, Financial Accounting Standard Board (“FASB”) issued ASU No. 2016-02 (“ASU 2016-02”), “Leases (Topic 842),” which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. In July 2018, FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements.” Topic 842 is effective for public entities and private entities in the first quarter of 2019 and the first quarter of 2020, respectively, on a modified retrospective basis. The Company adopted Topic 842 in the first quarter of 2019. The Company recorded a right-of-use asset and a total operating lease obligation on its condensed consolidated balance sheet of approximately $3.0 million and $3.4 million, respectively, upon the adoption. Refer to Note 9, Leases, for further details. In June 2016, FASB issued ASU No. 2016-13 (“ASU 2016-13”), “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In November 2018, FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses,” which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will become effective for public companies beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. In August 2018, FASB issued ASU No. 2018-15 (“ASU 2018-15”), “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. It also requires the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. This guidance will be effective for the Company for annual reporting periods beginning after December 15, 2020, on a retrospective or prospective basis and early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | Prior to the Spin-off, the financial information of red violet represented the consolidated and combined figures of red violet and its subsidiaries. red violet only had 1,000 shares of common stock outstanding, all of which Fluent owned. On March 26, 2018, upon the Spin-off of red violet, an aggregate of 10,266,613 shares of red violet common stock were distributed to Fluent stockholders and certain warrant holders. This number of shares remained outstanding as of June 30, 2018 and is utilized to calculate loss per share for the six months ended June 30, 2018, as shown in the table below. Three Months Ended June 30, Six Months Ended June 30, (In thousands, except share data) 2019 2018 2019 2018 Numerator: Net loss $ (3,850 ) $ (1,494 ) $ (5,228 ) $ (3,578 ) Denominator: Weighted average shares outstanding - Basic and diluted 10,298,613 10,266,613 10,283,232 10,266,613 Loss per share: Basic and diluted: $ (0.37 ) $ (0.15 ) $ (0.51 ) $ (0.35 ) |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets Other than Goodwill | Intangible assets other than goodwill consist of the following: June 30, 2019 December 31, 2018 (In thousands) Amortization Period Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Software developed for internal use 5-10 years $ 26,221 $ (4,190 ) $ 22,031 $ 22,990 $ (3,019 ) $ 19,971 |
Schedule of Estimated Amortization Expense | As of June 30, 2019, estimated amortization expense related to the Company’s intangible assets for the remainder of 2019 through 2023 and thereafter are as follows: (In thousands) Year June 30, 2019 Remainder of 2019 $ 1,307 2020 3,304 2021 3,303 2022 3,301 2023 3,226 2024 and thereafter 7,590 Total $ 22,031 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Unvested Restricted Stock Units | Details of unvested RSU activity during the six months ended June 30, 2019 were as follows: Number of units Weighted average grant-date fair value Unvested as of December 31, 2018 (1) 2,121,000 $ 7.65 Granted (2) 183,500 $ 7.25 Vested and delivered (20,000 ) $ 6.10 Vested not delivered (12,000 ) $ 6.10 Forfeited (35,500 ) $ 7.49 Unvested as of June 30, 2019 2,237,000 $ 7.64 (1) On September 5, 2018, the Company’s compensation committee approved the grant of an aggregate of 1,487,500 RSUs, subject to both time- and performance-based requirements, to certain of its executive officers and directors, at a grant date fair value of $7.69 per share, under the 2018 Plan, with a three-year vesting period. Such RSU grants shall not vest unless and until the Company has, for any fiscal quarter in which the RSUs are outstanding, (i) gross revenue determined in accordance with the Company’s reviewed or audited financial statements in excess of $7.0 million for such fiscal quarter, (ii) positive adjusted EBITDA, as determined based on amounts derived from the Company’s reviewed or audited financial statements for such fiscal quarter, and (iii) the participant continues to provide services to the Company either as an employee, director or consultant on the last date of the quarter that the performance criteria is met (collectively, the “Performance Criteria”). If the Performance Criteria are met, the RSUs will vest one-third annually on each of July 1, 2019, July 1, 2020 and July 1, 2021. In the event of a change of control, all RSUs which have not vested on the date of such change of control shall immediately vest even if the Performance Criteria has not been met. ( 2) On January 16, 2019, an aggregate of 183,500 RSUs were granted to certain employees of the Company, at a grant date fair value of $7.25 per share, under the 2018 Plan, with vesting periods ranging from three to four years. Among these grants, 90,000 RSUs were also subject to the Performance Criteria, as defined above. Based on the achievement of the Performance Criteria as of June 30, 2019, the Company expects to issue shares underlying the 90,000 RSUs in accordance with the continuing time-based vesting requirement. |
Summary of Allocated Share-based Compensation | Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three and six months ended June 30, 2019 and 2018: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2019 2018 2019 2018 Sales and marketing expenses $ 89 $ - $ 176 $ 41 General and administrative expenses 3,520 49 3,707 173 Share-based compensation expense 3,609 49 3,883 214 Capitalized in intangible assets 168 - 318 181 Total $ 3,777 $ 49 $ 4,201 $ 395 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Summary of Company's Lease Information | For the three and six months ended June 30, 2019, a summary of the Company’s lease information is shown below: Three Months Ended Six Months Ended (In thousands) June 30, 2019 June 30, 2019 Lease cost: Operating lease costs $ 168 $ 336 Other information: Cash paid for operating leases $ 171 $ 341 Right-of-use assets obtained in exchange for operating lease liabilities $ - $ 3,042 Weighted average discount rate for operating leases (1) - 8.0 % (1) The Company used 8.0%, its estimated incremental borrowing rate for similar secured assets, as the discount rate for the leases to determine the present value of the lease payments because the implicit rate in each lease is not readily determinable. The discount rate was calculated on the basis of information available as of January 1, 2019, the application date. |
Scheduled Future Maturities and Present Value of Operating Lease Liabilities | As of June 30, 2019, scheduled future maturities and present value of the operating lease liabilities are as follows: (In thousands) Year June 30, 2019 Remainder of 2019 $ 346 2020 705 2021 724 2022 743 2023 765 2024 and thereafter 619 Total maturities $ 3,902 Present value included in condensed consolidated balance sheet: Current portion of operating lease liabilities $ 463 Noncurrent operating lease liabilities 2,712 Total operating lease liabilities $ 3,175 Difference between the maturities and the present value of operating lease liabilities $ 727 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Capital Payments under Certain Data Licensing Agreements | The Company incurred data costs of $1,867 and $1,361 for the three months ended June 30, 2019 and 2018, respectively, and $3,555 and $2,653 for the six months ended June 30, 2019 and 2018, respectively, under certain data licensing agreements. As of June 30, 2019, material capital commitments under certain data licensing agreements were $18,549, shown as follows: (In thousands) Year June 30, 2019 Remainder of 2019 $ 3,776 2020 7,506 2021 5,615 2022 1,652 Total $ 18,549 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)Segment | Mar. 26, 2018shares | |
Summary Of Significant Accounting Policies [Line Items] | ||
Spin-off completed date | Mar. 26, 2018 | |
Common stock distribution ratio at spin-off | 13.33% | |
Common stock shares distributed at spin-off | shares | 10,266,613 | |
Operating segments | Segment | 1 | |
Right of use assets | $ 2,835 | |
Total operating lease obligation | 3,175 | |
ASU 2016-02 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Right of use assets | 3,000 | |
Total operating lease obligation | $ 3,400 |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Mar. 26, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Line Items] | |||||||
Common stock, shares outstanding | 10,286,613 | 10,286,613 | 10,266,613 | 1,000 | |||
Common stock shares distributed at spin-off | 10,266,613 | ||||||
Restricted Stock Units (RSUs) | |||||||
Earnings Per Share [Line Items] | |||||||
Shares excluded from the diluted loss per share calculation | 2,237,000 | 56,000 | 2,237,000 | 56,000 |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (3,850) | $ (1,494) | $ (5,228) | $ (3,578) |
Weighted average shares outstanding - Basic and diluted | 10,298,613 | 10,266,613 | 10,283,232 | 10,266,613 |
Loss per share: | ||||
Basic and diluted: | $ (0.37) | $ (0.15) | $ (0.51) | $ (0.35) |
Intangible Assets, Net - Intang
Intangible Assets, Net - Intangible Assets Other than Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Net | $ 22,031 | $ 19,971 |
Software Developed for Internal Use | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross Amount | 26,221 | 22,990 |
Intangible Assets, Accumulated Amortization | (4,190) | (3,019) |
Intangible Assets, Net | $ 22,031 | $ 19,971 |
Software Developed for Internal Use | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Software Developed for Internal Use | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization Period | 10 years |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expenses | $ 617 | $ 417 | $ 1,171 | $ 790 |
Internally-developed Software | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets that have not started amortization | 3,515 | 3,515 | ||
Capitalized costs of internally-developed software | $ 1,651 | $ 1,518 | $ 3,231 | $ 3,069 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Remainder of 2019 | $ 1,307 | |
2020 | 3,304 | |
2021 | 3,303 | |
2022 | 3,301 | |
2023 | 3,226 | |
2024 and thereafter | 7,590 | |
Intangible Assets, Net | $ 22,031 | $ 19,971 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Goodwill Disclosure [Abstract] | ||
Goodwill | $ 5,227,000 | $ 5,227,000 |
Date of annual goodwill impairment test | October 1 | |
Goodwill impairment charges | $ 0 | $ 0 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Revenue Recognition [Line Items] | |||||
Deferred revenue | $ 56 | $ 56 | $ 26 | ||
Deferred revenue realization period | 12 months | ||||
Revenue recognized, previously reported as deferred | 10 | $ 26 | |||
Estimated revenue expected to be recognized in the future | $ 3,626 | $ 3,626 | |||
Period over which subscription contract terms exceed | 12 months | ||||
Customers With Pricing Contracts | |||||
Revenue Recognition [Line Items] | |||||
Percentage of Revenue | 62.00% | 52.00% | 64.00% | 48.00% | |
Transactional Customers | |||||
Revenue Recognition [Line Items] | |||||
Percentage of Revenue | 38.00% | 48.00% | 36.00% | 52.00% |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Details 1) $ in Thousands | Jun. 30, 2019USD ($) |
Revenue Recognition [Line Items] | |
Estimated revenue expected to be recognized in the future | $ 3,626 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-07-01 | |
Revenue Recognition [Line Items] | |
Estimated revenue expected to be recognized in the future | $ 980 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Recognition [Line Items] | |
Estimated revenue expected to be recognized in the future | $ 1,639 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Recognition [Line Items] | |
Estimated revenue expected to be recognized in the future | $ 1,004 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue Recognition [Line Items] | |
Estimated revenue expected to be recognized in the future | $ 3 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Statutory federal income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Effective income tax rate, percentage | 0.00% | 0.00% | 0.00% | 0.00% | |
Percentage of tax benefits likelihood of being realized upon settlement of tax authority | greater than 50% | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | Mar. 22, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Amortization of share based compensation expense | $ 3,609 | $ 49 | $ 3,883 | $ 214 | ||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized share-based compensation costs in respect of granted RSUs | $ 12,334 | $ 12,334 | ||||
Unrecognized share-based compensation remaining weighted average period | 2 years 2 months 12 days | |||||
2018 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common stock authorized | 3,000,000 | |||||
Common stock reserved for future issuance | 731,000 | 731,000 | ||||
2018 Stock Incentive Plan | Performance Based Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Amortization of share based compensation expense | $ 3,414 | |||||
Unamortized expense of stock based compensation | $ 2,351 |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Unvested RSU Activity (Detail) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested, Number of units Beginning balance | shares | 2,121,000 |
Granted, Number of units | shares | 183,500 |
Vested and delivered, Number of units | shares | (20,000) |
Vested not delivered, Number of units | shares | (12,000) |
Forfeited, Number of units | shares | (35,500) |
Unvested, Number of units Ending balance | shares | 2,237,000 |
Unvested, Weighted average grant-date fair value, Beginning balance | $ / shares | $ 7.65 |
Granted, Weighted average grant-date fair value | $ / shares | 7.25 |
Vested and delivered, Weighted average grant-date fair value | $ / shares | 6.10 |
Vested not delivered, Weighted average grant-date fair value | $ / shares | 6.10 |
Forfeited, Weighted average grant-date fair value | $ / shares | 7.49 |
Unvested, Weighted average grant-date fair value, Ending balance | $ / shares | $ 7.64 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Unvested RSU Activity (Parenthetical) (Detail) - USD ($) $ / shares in Units, $ in Millions | Sep. 05, 2018 | Jan. 16, 2019 | Jun. 30, 2019 |
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units granted | 183,500 | ||
Grant date fair value per share | $ 7.25 | ||
2018 Stock Incentive Plan | Performance Based Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units granted | 90,000 | ||
2018 Stock Incentive Plan | Performance Based Restricted Stock Units | Executive Officers and Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units granted | 1,487,500 | ||
Grant date fair value per share | $ 7.69 | ||
Vesting period | 3 years | ||
Gross revenue threshold limit for vesting of grants | $ 7 | ||
2018 Stock Incentive Plan | Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units granted | 183,500 | ||
Grant date fair value per share | $ 7.25 | ||
2018 Stock Incentive Plan | Restricted Stock Units (RSUs) | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2018 Stock Incentive Plan | Restricted Stock Units (RSUs) | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
2018 Stock Incentive Plan | Restricted Stock Units (RSUs) | Executive Officers and Directors | Time-Based Vesting, Year One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Vesting date | Jul. 1, 2019 | ||
2018 Stock Incentive Plan | Restricted Stock Units (RSUs) | Executive Officers and Directors | Time-Based Vesting, Year Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Vesting date | Jul. 1, 2020 | ||
2018 Stock Incentive Plan | Restricted Stock Units (RSUs) | Executive Officers and Directors | Time-Based Vesting, Year Three | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Vesting date | Jul. 1, 2021 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Allocated Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based compensation recognized | ||||
Share-based compensation expense | $ 3,609 | $ 49 | $ 3,883 | $ 214 |
Capitalized in intangible assets | 168 | 318 | 181 | |
Total | 3,777 | 49 | 4,201 | 395 |
Sales and Marketing Expenses | ||||
Share-based compensation recognized | ||||
Share-based compensation expense | 89 | 176 | 41 | |
General and Administrative Expenses | ||||
Share-based compensation recognized | ||||
Share-based compensation expense | $ 3,520 | $ 49 | $ 3,707 | $ 173 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Aug. 07, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Related Party Transaction [Line Items] | ||||||
Share-based compensation expense | $ 3,609 | $ 49 | $ 3,883 | $ 214 | ||
Share-based compensation amount | 3,777 | $ 49 | 4,201 | $ 395 | ||
Services Agreement | Michael Brauser-Former Executive Chairman | ||||||
Related Party Transaction [Line Items] | ||||||
Term of agreement, related party | 1 year | |||||
Renewal term of agreement, related party | 1 year | |||||
Consulting service fee monthly payment | $ 30 | |||||
Consulting service fee recognized amount | 90 | $ 180 | ||||
Services Agreement | Michael Brauser-Former Executive Chairman | Restricted Stock Units (RSUs) | ||||||
Related Party Transaction [Line Items] | ||||||
Share-based compensation expense | $ 1,115 | |||||
Fluent, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Allocation of expenses from Fluent | $ 325 | |||||
Share-based compensation amount | $ 344 |
Leases - Additional Information
Leases - Additional Information (Details) - ft² | 6 Months Ended | ||
Jun. 30, 2019 | Apr. 30, 2017 | Jan. 31, 2017 | |
Leases [Abstract] | |||
Operating leases rentable square feet | 6,003 | 21,020 | |
Operating lease agreement | 90 months | 89 months | |
Operating lease, existence of option to extend | true | ||
Operating lease, extended term | 60 months | ||
Weighted average remaining operating lease | 5 years 3 months 18 days |
Leases - Summary of Company's L
Leases - Summary of Company's Lease Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Lease cost: | ||
Operating lease costs | $ 168 | $ 336 |
Other information: | ||
Cash paid for operating leases | $ 171 | 341 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 3,042 | |
Weighted average discount rate for operating leases | 8.00% | 8.00% |
Leases - Summary of Company's_2
Leases - Summary of Company's Lease Information (Paranthetical) (Details) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted average discount rate for operating leases | 8.00% |
Leases - Scheduled Future Matur
Leases - Scheduled Future Maturities and Present Value of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 346 |
2020 | 705 |
2021 | 724 |
2022 | 743 |
2023 | 765 |
2024 and thereafter | 619 |
Total maturities | 3,902 |
Present value included in condensed consolidated balance sheet: | |
Current portion of operating lease liabilities | 463 |
Noncurrent operating lease liabilities | 2,712 |
Total operating lease liabilities | 3,175 |
Difference between the maturities and the present value of operating lease liabilities | $ 727 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Commitments And Contingencies [Line Items] | ||||
Data cost incurred | $ 1,867 | $ 1,361 | $ 3,555 | $ 2,653 |
Total capital commitment under certain data licensing agreements | 18,549 | 18,549 | ||
Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Loss contingency, estimate of possible loss | $ 213 | $ 213 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Capital Payments under Certain Data Licensing Agreements (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2019 | $ 3,776 |
2020 | 7,506 |
2021 | 5,615 |
2022 | 1,652 |
Total | $ 18,549 |