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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2016
Q Interactive​, LLC [Member]  
Summary of Purchase Price Allocation

The following table summarizes the preliminary purchase price allocation and the fair value of the net assets acquired and liabilities assumed (marked to market), and the resulting amount of goodwill in the Q Interactive Acquisition (the legal and accounting acquiree) at the Effective Date of the Q Interactive Acquisition.

 

(In thousands)

 

 

 

 

Assets acquired:

 

 

 

 

Accounts receivable

 

$

4,673

 

Prepaid expenses and other current assets

 

 

213

 

Property and equipment

 

 

73

 

Intangible assets:

 

 

 

 

Customer relationships

 

 

4,900

 

Trade names

 

 

1,700

 

Proprietary technology

 

 

2,150

 

Databases

 

 

4,800

 

Non-competition agreements

 

 

1,040

 

Total intangible assets

 

 

14,590

 

 

 

 

19,549

 

Liabilities assumed:

 

 

 

 

Trade accounts payable

 

 

2,297

 

Accrued expenses and other current liabilities

 

 

1,153

 

Deferred revenue

 

 

52

 

 

 

 

3,502

 

Goodwill

 

 

5,384

 

Total consideration

 

$

21,431

 

 

Pro Forma Disclosure for Acquisition (Unaudited)

The following table includes the unaudited pro forma results for the years ended December 31, 2016, 2015 and 2014 of the combined companies as though the Q Interactive Acquisition had been completed as of the beginning of the periods being presented.

 

 

 

Year Ended December 31,

 

(In thousands)

 

2016

 

 

2015 (1)

 

 

2014 (1)(2)

 

Revenue

 

$

200,347

 

 

$

190,781

 

 

$

28,528

 

Loss from continuing operations before income taxes

 

 

(43,062

)

 

 

(58,951

)

 

 

(34,622

)

Net loss attributable to cogint

 

 

(28,733

)

 

 

(85,881

)

 

 

(23,885

)

Basic and diluted loss per share

 

$

(0.63

)

 

$

(5.57

)

 

$

(3.48

)

 

 

(1)

For the comparative pro forma results for years ended December 31, 2015 and 2014, we also assumed the Fluent Acquisition (as defined below) had been completed as of the beginning of the periods being presented.

 

(2)

As IDI Holdings, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, the combined comparative pro forma figures of both IDI and Fluent in 2014 were from September 22, 2014, the date of inception, through December 31, 2014.

Fluent Acquisition [Member]  
Summary of Purchase Price Allocation

The following table summarizes the purchase price allocation and the fair value of the net assets acquired and liabilities assumed (marked to market), and the resulting amount of goodwill in the Fluent Acquisition at the Effective Date of Fluent Acquisition.

 

(In thousands)

 

 

 

 

Assets acquired:

 

 

 

 

Cash and cash equivalents

 

$

6,013

 

Accounts receivable

 

 

20,250

 

Prepaid expenses and other current assets

 

 

691

 

Property and equipment

 

 

242

 

Intangible assets:

 

 

 

 

Customer relationships

 

 

30,086

 

Trade names

 

 

16,357

 

Domain names

 

 

191

 

Proprietary technology

 

 

11,382

 

Databases

 

 

26,492

 

Non-competition agreements

 

 

728

 

Total intangible assets

 

 

85,236

 

Other non-current assets

 

 

763

 

 

 

 

113,195

 

Liabilities assumed:

 

 

 

 

Accounts payable and accrued expenses

 

 

10,653

 

Liability for employee incentive-based compensation plan

 

 

4,000

 

Deferred revenue

 

 

314

 

Deferred tax liabilities

 

 

30,800

 

 

 

 

45,767

 

Goodwill

 

 

155,645

 

Total consideration

 

$

223,073

 

Including:

 

 

 

 

Cash consideration

 

$

99,266

 

Fair value of common stock, as converted, issued

 

 

123,807

 

Total consideration

 

$

223,073

 

 

Tiger Media [Member]  
Summary of Purchase Price Allocation

The following table summarizes the purchase price allocation and the fair value of the net assets acquired and liabilities assumed (marked to market), and the resulting amount of goodwill in the acquisition of Tiger Media (the accounting acquiree) at the Effective Date of TBO Merger.

 

(In thousands)

 

 

 

 

Assets acquired:

 

 

 

 

Cash and cash equivalents

 

$

3,569

 

Accounts receivable

 

 

1,808

 

Other current assets

 

 

326

 

Property and equipment

 

 

1,419

 

Intangible assets, net

 

 

4,280

 

Long-term deferred expenses

 

 

586

 

 

 

 

11,988

 

Liabilities assumed:

 

 

 

 

Accounts payable

 

 

1,519

 

Accrued expenses and other payables

 

 

736

 

Acquisition consideration payable

 

 

464

 

Amounts due to related parties

 

 

124

 

Deferred revenue

 

 

80

 

 

 

 

2,923

 

Non-controlling interests

 

 

425

 

Goodwill

 

 

35,472

 

Total consideration

 

$

44,112

 

 

Interactive Data [Member]  
Summary of Purchase Price Allocation

The purchase price allocation is summarized as follows:

 

(In thousands)

 

 

 

 

Assets acquired:

 

 

 

 

Working capital, net

 

$

426

 

Property and equipment, net

 

 

229

 

Intangible assets, net

 

 

339

 

Deferred tax assets

 

 

99

 

Goodwill

 

 

5,227

 

Total consideration

 

$

6,320