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Acquisitions | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Acquisitions | 4. Acquisitions Q Interactive Acquisition To expand and strengthen the Company’s business in the consumer marketing industry, on June 8, 2016, the Company e n t e r ed i n to a nd c on s u mm a t ed t he t r a n s ac ti ons c on t e m p l a t ed by a M e m b e r s h ip I n t e r e st P u r c h a se A g r ee m e nt with Selling Source, pursuant to which the Company acquired all of the membership interests in Q Interactive. As consideration for the Membership Interests, after preliminary adjustment for Q Interactive’s net working capital at closing, the Company issued to Selling Source 2,369,190 shares of the Company’s common stock, par value $0.0005 per share. Selling Source may receive additional consideration for the Membership Interests if 2016 gross revenue of Q Interactive equals or exceeds $25,000 (the “Q Interactive Earn-out Target”). Such additional consideration, if earned, would be paid in either of the following ways, at the seller’s option, no earlier than the one-year anniversary of the closing date (the “Q Interactive Earn-out Shares”): (i) 1,200,000 shares of common stock (subject to adjustment for certain capital events) or (ii) that number of shares of common stock equal to $10,000, in the aggregate, as determined by the volume weighted average price of the common stock for the ten trading days immediately preceding Selling Source’s receipt of a statement prepared by the Company stating the Q Interactive Earn-out Target has been achieved. As of December 31, 2016, after certain measurement period adjustments, the net balance of acquisition consideration payable in stock of $10,225 was recognized. We used the probability-weighted method to determine the fair value of the acquisition consideration payable in stock, and this fair value assessment represents Level 3 measurements. It was classified as a non-current liability in the consolidated balance sheet as of December 31, 2016 because this liability would be settled with the Company’s common stock. It was concluded that the Q Interactive Earn-out Target had been met during the first quarter of 2017. On November 3, 2017, the Company issued a total of 2,750,000 shares of common stock to settle the acquisition consideration payable in stock. 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 Q Interactive Acquisition (the legal and accounting acquiree) at the Effective Date of the Q Interactive Acquisition.
(In thousands) |  |  |  |
Assets acquired: |  |  |  |
Accounts receivable |  | $ | 4,673 |
Prepaid expenses and other current assets |  |  | 213 |
Property and equipment |  |  | 73 |
Intangible assets: |  |  |  |
Customer relationships |  |  | 4,900 |
Trade names |  |  | 1,700 |
Acquired proprietary technology |  |  | 2,150 |
Databases |  |  | 4,800 |
Non-competition agreements |  |  | 1,040 |
Total intangible assets |  |  | 14,590 |
Total assets acquired |  |  | 19,549 |
Liabilities assumed: |  |  |  |
Trade accounts payable |  |  | 2,297 |
Accrued expenses and other current liabilities |  |  | 1,153 |
Deferred revenue |  |  | 52 |
Total liabilities assumed |  |  | 3,502 |
Goodwill |  |  | 5,384 |
Total consideration |  | $ | 21,431 |
The intangible assets acquired in the Q Interactive Acquisition are amortized on a straight-line basis over the estimated useful lives. The useful lives for customer relationships, trade names, proprietary technology, databases and non-competition agreements are 10 years, 20 years, 5 years, 5 years and 2 years, respectively, and the weighted average useful life for these acquired intangible assets with definite useful lives is 8 years. Goodwill from the Q Interactive Acquisition principally relates to intangible assets that do not qualify for separate recognition, including the assembled workforce and synergies. Goodwill is tax deductible for income tax purposes and was assigned to the Information Services and Performance Marketing reporting segments in the amount of $1,765 and $3,619, respectively. Q Interactive Integration On January 18, 2017, the Company’s management and Board of Directors approved a plan to merge and fully integrate Q Interactive’s business into Fluent (the “Q Interactive Integration”). As a result, Q Interactive became a wholly-owned subsidiary of Fluent. During the year ended December 31, 2017, an aggregate of $780 in restructuring costs associated with the Q Interactive Integration was recognized in general and administrative expenses, with $237 and $543 assigned to the Information Services and Performance Marketing segments, respectively. Also, we wrote off the remaining balance of certain long-lived assets of $3,626, primarily relating to trade names and acquired proprietary technology acquired in the Q Interactive Acquisition, in the first quarter of 2017, and recognized it in costs and expenses as a write-off of long-lived assets. Fluent Acquisition To accelerate the Company’s strategy to apply its next generation data fusion technology to not only the risk management industry, but also as an advanced data analytics platform to the consumer marketing industry, on December 8, 2015, the Company completed the Fluent Acquisition, pursuant to the Fluent Merger Agreement. Cogint, Inc. is the legal and accounting acquirer in the Fluent Acquisition. Pursuant to the Fluent Merger Agreement, the Company acquired 100% of the outstanding stock of Fluent from the sellers for the following consideration: (i) 15,001,850 shares of the Company’s common stock, as converted, par value $0.0005, with the fair value of $123.8 million, determined by multiplying the Company’s market stock price by the total shares of common stock, and (ii) approximately $99.3 million in cash. The following table summarizes the 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 |
The intangible assets acquired in the Fluent Acquisition are amortized on a straight-line basis over the estimated useful lives. The useful lives for customer relationships, trade names, domain names, proprietary technology, databases and non-competition agreements are 7 years, 20 years, 20 years, 5 years, 10 years, and 5 years, respectively, and the weighted average useful life for these acquired intangible assets is 10 years. Goodwill from the Fluent Acquisition principally relates to intangible assets that do not qualify for separate recognition, including the assembled workforce and synergies. Goodwill is not tax deductible for income tax purposes and was assigned to the Information Services and Performance Marketing reporting segments of $37,185 and $118,461, respectively. TBO Merger with Tiger Media To expand Tiger Media’s business into data and analytics industry, on March 21, 2015, the Effective Date of TBO Merger, Tiger Media and TBO Merger Sub, completed the merger with TBO, pursuant to the terms and conditions of the TBO Merger Agreement, as specified in Note 1(b), “Organization.” For accounting purposes, the Company recognized the TBO Merger in accordance with ASC 805-40, “Reverse Acquisitions.” Under the acquisition method of accounting, the assets (including identifiable intangible assets) and liabilities of Tiger Media prior to the TBO Merger as of the Effective Date were recorded at their respective fair values and added to those of IDI Holdings. Any excess of purchase price over the fair value of the net assets were recorded as goodwill. Financial statements of the Company issued after the TBO Merger would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Tiger Media. Under the reverse acquisition, the accounting acquiree, the Company, issued equity shares to the owners of the accounting acquirer, IDI Holdings. The consideration transferred by IDI Holdings for its interest in the Company is based on the number of equity interests IDI Holdings would have had to issue to give the owners of the Company the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value of the number of equity interests calculated in that way can be used as the fair value of consideration transferred in exchange for the Company. Certain shareholders of IDI Holdings also have the right to receive additional Earn-out Shares subject to an earn-out (as defined in Note 13 below). The earn-out conditions were deemed probable upon the Effective Date of the Fluent Acquisition. As the measurement period had closed, the Company recorded a non-cash charge of $14,300 in other expense as contingent earn-out shares, during the year ended December 31, 2015. 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 |
Goodwill from the acquisition principally relates to the assembled workforce and the synergy effects. As all assets and liabilities related to the Advertising Business have been disposed as of December 31, 2015 for $0, all goodwill was written off in 2015.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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