XML 74 R24.htm IDEA: XBRL DOCUMENT v3.20.1
Note 16 - Related Party Transactions
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
16.
Related party transactions
 
For the years ended
December 31, 2019
and
2018
, material related party transactions were as follows:
 
Business Consulting Agreement
 
Pursuant to a Business Consulting Agreement, Marlin Capital Investments, LLC, an affiliate of Michael Brauser, the Company's Executive Chairman prior to the Spin-off, held RSUs representing the right to receive
2,000,000
shares of the Company's common stock, for consulting services provided by Marlin Capital. These RSUs were to vest annually beginning from
October 13, 2015
only if certain performance goals of the Company were met. The shares underlying such RSUs would
not
have been delivered until
October 13, 2018,
unless there was a change of control of the Company, termination of the agreement by the Company without cause, or termination of the agreement by Marlin Capital for good reason. The Company determined the performance goals were met as of
December 
31,
2016.
For the 
twelve
months ended
December 31, 2018,
share-based compensation expense of negative
$1,792,
as a result of the revaluation of the fair value of RSUs granted, was recognized in general and administrative expenses in association with shares under the Marlin Capital agreement. On
March 12, 2018,
the Company terminated the Business Consulting Agreement. The unvested 
500,000
shares were accelerated and the related share-based compensation expense of
$906
was recognized fully in loss on disposal of discontinued operations during the
first
quarter of 
2018.
 
Promissory Notes
 
On
December 8, 2015,
the Company entered into the Promissory Notes, with an interest rate of
10%
per annum, with certain investors, for aggregate financing of
$10.0
million, consisting of
$5.0
million from Frost Gamma,
$4.0
million from Michael Brauser and
$1.0
million from another investor. During the 
twelve
months ended
December 31, 2018, 
the Company repaid
$533,
$426
and
$107
to Frost Gamma, Michael Brauser and another investor, respectively. On
March 26, 2018,
as part of the Refinancing associated with the Spin-off of Red Violet, the principal amounts plus accrued PIK interest of the Promissory Notes owing to Frost Gamma, Michael Brauser and such other investor, of
$5,713,
$4,570
and
$1,143,
respectively, were fully repaid.
 
Consulting Agreement
 
On
September 
6,
2017,
the Company entered into a Consulting Agreement with Michael Brauser, effective as of
June 23, 2017,
for a term of
four
years, under which Mr. Brauser served as a strategic advisor to the Company but received
no
salary for such services. In consideration for Mr. Brauser's services, the Consulting Agreement provided for continued vesting of all outstanding RSUs granted to Mr. Brauser under the Brauser Employment Agreement. For the 
twelve
months ended
December 31, 2018,
share-based compensation expense of
$302
associated with the Consulting Agreement was recognized in general and administrative expenses. In addition, upon the Acceleration, the remaining unvested
2,500,000
shares were accelerated and related share-based compensation expense of
$6,468
was recognized in loss on disposal of discontinued operations during the
first
quarter of 
2018.
The Consulting Agreement was terminated upon the Spin-off of Red Violet.