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 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, loss from discontinued operations on the condensed consolidated statements of operations and cash activity from discontinued operations on the condensed consolidated statements of cash flows. 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 and six months ended June 30, 2018 and 2017:

	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	2018		2017			2018			2017
Major classes of line items constituting loss from discontinued operations:
Revenue		-	$	1,993		$	3,325		$	3,565
Cost of revenue (exclusive of depreciation and amortization)		-		1,843			2,017			3,244
Sales and marketing expenses		-		1,165			1,089			1,983
General and administrative expenses		-		10,898			1,852			12,928
Depreciation and amortization		-		220			451			436
Loss from operations of discontinued operations, net of $0 income taxes		-		(12,133	)		(2,084	)		(15,026	)
Loss on disposal of discontinued operations, net of $0 income taxes		-		-			(19,040	)		-
Net loss from discontinued operations	$	-	$	(12,133	)	$	(21,124	)	$	(15,026	)

Included in the net loss from discontinued operations is a loss on disposal of discontinued operations of $19,040 for the six months ended June 30, 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		Six Months Ended
(In thousands)	June 30, 2018		June 30, 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, during the first quarter of 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 2,041,000 shares of Transaction Grants (as defined in Note 9, “Share-based compensation”), and employee compensation of $2,299 in cash.

The Company 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