XML 33 R22.htm IDEA: XBRL DOCUMENT v3.19.2
Subsequent events
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
Subsequent events
Subsequent events
On July 1, 2019, two subsidiaries of the Company, AdParlor Acquisition, LLC, a Delaware limited liability company, and Fluent Media Canada, Inc., a British Columbia company (together with AdParlor Acquisition, LLC, each a "Buyer" and collectively "Buyers"), completed an acquisition of substantially all of the assets of AdParlor Holdings, Inc., a Delaware corporation ("AdParlor Holdings"), AdParlor International, Inc., a Delaware corporation ("AdParlor International"), AdParlor Media, Inc., a Delaware corporation ("AdParlor Media US"), and AdParlor Media ULC, a British Columbia unlimited liability company (together with AdParlor Holdings, AdParlor International and AdParlor Media US, each a "Seller" and collectively "Sellers") pursuant to an Asset Purchase Agreement (the "Purchase Agreement") dated June 17, 2019, by and among Buyers, Sellers and v2 Ventures Group LLC, a Delaware limited liability company.

The Buyers paid to Sellers $7,500 of cash consideration at closing, subject to adjustments for working capital and indebtedness, and issued a promissory note to Sellers in the principal amount of $2,500, in exchange for substantially all of the assets of Sellers. The promissory note is guaranteed by the Company's subsidiary, Fluent, LLC, and will not accrue interest except in the case of default, is payable in two equal installments on the first and second anniversaries of the date of closing and is subject to setoff in respect of certain indemnity and other matters. As of June 30, 2019, the Company had incurred transaction expenses of $448 in connection with this acquisition.