Cover page
Cover page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | May 26, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 001-33720 | ||
Entity Registrant Name | Remark Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-1135689 | ||
Entity Address, Address Line One | 800 S Commerce St. | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89106 | ||
City Area Code | 702 | ||
Local Phone Number | 701-9514 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | MARK | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 34.3 | ||
Entity Common Stock, Outstanding | 99,354,052 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001368365 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 272 | $ 1,410 |
Trade accounts receivable, net | 1,964 | 5,762 |
Prepaid expense and other current assets | 4,623 | 7,907 |
Notes receivable, current | 0 | 100 |
Assets of disposal group, current | 0 | 28,966 |
Total current assets | 6,859 | 44,145 |
Property and equipment, net | 341 | 2,075 |
Operating lease assets | 4,359 | |
Investments in unconsolidated affiliates | 1,935 | 2,005 |
Intangibles, net | 509 | 1,010 |
Other long-term assets | 824 | 450 |
Assets of disposal group, long-term | 0 | 44,123 |
Total assets | 14,827 | 93,808 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 8,126 | 5,675 |
Accrued expense and other current liabilities | 14,326 | 16,812 |
Contract liability | 313 | 132 |
Note payable | 3,000 | 3,000 |
Current maturities of long-term debt, net of unamortized discount and debt issuance cost | 12,025 | 35,314 |
Liabilities of disposal group, current | 0 | 41,648 |
Total current liabilities | 37,790 | 102,581 |
Operating lease liabilities, long-term | 4,650 | |
Warrant liability | 115 | 1,383 |
Other liabilities | 0 | 2,934 |
Liabilities of disposal group, long-term | 0 | 34 |
Total liabilities | 42,555 | 106,932 |
Commitments and contingencies (Note 14) | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized: 51,055,159 and 39,053,312 shares issued and outstanding; each at December 31, 2019 and 2018, respectively | 51 | 39 |
Additional paid-in-capital | 319,275 | 308,018 |
Accumulated other comprehensive loss | (227) | 32 |
Accumulated deficit | (346,827) | (321,213) |
Total stockholders’ equity (deficit) | (27,728) | (13,124) |
Total liabilities and stockholders’ equity | $ 14,827 | $ 93,808 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 51,055,159 | 39,053,312 |
Common stock, shares outstanding (in shares) | 51,055,159 | 39,053,312 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||
Revenue, net | $ 5,020 | $ 10,053 | |
Cost and expense | |||
Cost of revenue (excluding depreciation and amortization) | 3,514 | 12,903 | |
Sales and marketing | [1] | 3,003 | 4,308 |
Technology and development | [1] | 3,573 | 4,393 |
General and administrative | [1] | 14,174 | 28,521 |
Depreciation and amortization | 982 | 2,089 | |
Impairments | 2,522 | 2,209 | |
Other operating expense | 6 | 130 | |
Total cost and expense | 27,774 | 54,553 | |
Operating loss from continuing operations | (22,754) | (44,500) | |
Other income (expense) | |||
Interest expense | (1,876) | (3,237) | |
Other income, net | 530 | 267 | |
Change in fair value of warrant liability | 1,268 | 27,879 | |
Other gain (loss) | (172) | 886 | |
Total other income (expense), net | (250) | 25,795 | |
Loss from continuing operations before income tax | (23,004) | (18,705) | |
Benefit from income taxes | 0 | 140 | |
Loss from continuing operations | (23,004) | (18,565) | |
Loss from discontinued operations, net of tax (Note 18) | (2,610) | (2,993) | |
Net loss | (25,614) | (21,558) | |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | (259) | (83) | |
Comprehensive loss | $ (25,873) | $ (21,641) | |
Weighted-average shares outstanding, basic and diluted (in shares) | 44,432 | 39,053 | |
Net loss per share, basic and diluted | |||
Continuing operations (in dollars per share) | $ (0.52) | $ (0.48) | |
Discontinued operations (in dollars per share) | (0.06) | (0.07) | |
Consolidated (in dollars per share) | $ (0.58) | $ (0.55) | |
[1] | Includes share-based compensation as follows: Sales and marketing of $24 and 129 ; Technology and development of $70 and $(280); General and administrative of $225 and $13,098; and Other operating expense of $0 and 1 as of December 31, 2019 and December 31, 2018, respectively. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based compensation expense | $ 319 | $ 12,948 |
Sales and marketing | ||
Share-based compensation expense | 24 | 129 |
Technology and development | ||
Share-based compensation expense | 70 | (280) |
General and administrative | ||
Share-based compensation expense | 225 | 13,098 |
Other operating expense | ||
Share-based compensation expense | $ 0 | $ 1 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2017 | 28,406,026 | ||||
Beginning balance at Dec. 31, 2017 | $ (79,588) | $ 28 | $ 220,117 | $ 115 | $ (299,848) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (21,558) | (21,558) | |||
Share-based compensation | 13,494 | 13,494 | |||
Common stock sales (in shares) | 5,893,428 | ||||
Common stock sales | 13,568 | $ 6 | 13,562 | ||
Equity instrument exercises (in shares) | 4,753,858 | ||||
Equity instrument exercises | 60,892 | $ 5 | 60,887 | ||
Reclassification of liability-classified stock-based compensation | (12) | (12) | |||
Other | $ (113) | (30) | (83) | ||
Ending balance (in shares) at Dec. 31, 2018 | 39,053,312 | 39,053,312 | |||
Ending balance at Dec. 31, 2018 | $ (13,124) | $ 39 | 308,018 | 32 | (321,213) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (25,614) | ||||
Share-based compensation | 425 | 425 | |||
Common stock sales (in shares) | 11,999,597 | ||||
Common stock sales | 10,840 | $ 12 | 10,828 | ||
Equity instrument exercises (in shares) | 2,250 | ||||
Equity instrument exercises | 4 | 4 | |||
Other | $ (259) | 0 | (259) | ||
Ending balance (in shares) at Dec. 31, 2019 | 51,055,159 | 51,055,159 | |||
Ending balance at Dec. 31, 2019 | $ (27,728) | $ 51 | $ 319,275 | $ (227) | $ (346,827) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (25,614) | $ (21,558) |
Loss from discontinued operations | 2,610 | 2,993 |
Cash flows from operating activities: | ||
Change in fair value of warrant liability | (1,268) | (27,879) |
Depreciation and amortization | 982 | 2,089 |
Share-based compensation | 319 | 12,948 |
Amortization of debt issuance costs and discount | 1,436 | 1,005 |
Loss (gain) on disposal of long-lived assets | 150 | (950) |
Loss on impairment of intangible assets, including goodwill | 2,522 | 2,209 |
Other | 745 | (335) |
Accounts receivable | 3,752 | (2,900) |
Prepaid expense and other assets | 1,604 | (4,635) |
Operating lease assets | 524 | |
Accounts payable, accrued expense and other liabilities | (1,413) | 12,909 |
Contract liability | 209 | 2,221 |
Operating lease liabilities | 813 | 0 |
Net cash used in continuing operating activities | (12,629) | (21,883) |
Net cash used in discontinued operating activities | (7,159) | 5,677 |
Net cash used in operating activities | (19,788) | (16,206) |
Cash flows from investing activities: | ||
Proceeds from asset dispositions | 0 | 1,125 |
Purchases of property, equipment and software | (8) | (308) |
Payment of payroll costs capitalized to software in progress | (127) | (570) |
Proceeds from sale of business | 30,000 | 0 |
Purchase of equity in unconsolidated affiliate | 0 | (480) |
Net cash provided by (used in) continuing investing activities | 29,865 | (233) |
Net cash used in discontinued investing activities | (18,396) | (2,192) |
Net cash provided by (used in) investing activities | 11,469 | (2,425) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 10,844 | 14,553 |
Payment of debt issuance cost | (2,275) | (1,526) |
Repayments of debt | (25,526) | (2,250) |
Payment of contingent consideration related to business acquisitions | 0 | (900) |
Net cash provided by (used in) financing activities | (16,957) | 9,877 |
Net decrease in cash, cash equivalents and restricted cash | (25,276) | (8,754) |
Cash, cash equivalents and restricted cash: | ||
Beginning of period, including cash in disposal group | 25,548 | 34,302 |
End of period | 272 | 25,548 |
Supplemental cash flow information: | ||
Cash paid for interest | 2,211 | 4,273 |
Cash paid for income taxes | 0 | 233 |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock | 0 | 59,907 |
Capitalization of interest to debt principal | 948 | 0 |
Increase in loan payable | 1,103 | 0 |
Common stock subscription payable to unconsolidated affiliate | $ 0 | $ 520 |
ORGANIZATION, BUSINESS AND OTHE
ORGANIZATION, BUSINESS AND OTHER ITEMS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BUSINESS AND OTHER ITEMS | NOTE 1. ORGANIZATION, BUSINESS AND OTHER ITEMS Organization and Business Remark Holdings, Inc. and subsidiaries (“Remark”, “we”, “us”, or “our”), which include its consolidated variable-interest entities (“VIEs”), are primarily technology-focused. Our KanKan data intelligence platform serves as the basis for our development and deployment of artificial-intelligence-based (“AI-based”) solutions for businesses in many industries and geographies. We also own and operate an e-commerce digital media property focused on a luxury beach lifestyle. Our common stock is listed on the Nasdaq Capital Market under the ticker symbol MARK. We recognize revenue primarily from sales of AI-based products and services from our KanKan business. COVID-19 Though our consolidated financial statements for the year ended December 31, 2019 were not materially impacted by the recent global outbreak of a novel strain of coronavirus, COVID-19, we maintain significant operations in China relating to our KanKan business. National and local governmental authorities across the world have instituted measures in an effort to control the spread of COVID-19, including travel restrictions, shelter-in-place orders, school closings, closure of non-essential businesses and other quarantine measures. These measures have limited our operational capabilities, which could have a material adverse impact on our business, and the effects of the pandemic have created significant uncertainties, which include, but are not limited to, the potential adverse effect of the pandemic on the economy, our vendors, our employees and customers and customer sentiment in general. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration and severity of the outbreak, the length of the travel restrictions and business closures imposed by domestic and foreign governments, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be predicted. The pandemic-related situation is changing rapidly, and additional impacts of which we are not currently aware may arise. We are closely monitoring developments in the U.S. and in China and are continually assessing the potential impact on our business. Going Concern During the year ended December 31, 2019 , and in each fiscal year since our inception, we have incurred net losses which have resulted in an accumulated deficit of $346.8 million as of December 31, 2019 . Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $12.6 million during the year ended December 31, 2019 . As of December 31, 2019 , our cash and cash equivalents balance was $0.3 million , and we had a negative working capital balance of $30.9 million . We are a party to a financing agreement dated as of September 24, 2015 (as amended, the “Financing Agreement”) with certain of our subsidiaries as borrowers (together with Remark, the “Borrowers”), certain of our subsidiaries as guarantors (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and MGG Investment Group LP, in its capacity as collateral agent and administrative agent for the Lenders (“MGG”), pursuant to which the Lenders extended credit to the Borrowers consisting of a term loan in the aggregate principal amount of $35.5 million (the “Loan”). The terms of the Financing Agreement, the amendments thereto, and related documents effective as of December 31, 2019 are described in Note 12 , which also describes our ongoing events of default relating to our failure to make certain required payments under the Financing Agreement as well as certain other ongoing events of default. On May 15, 2019, we completed the sale of all of the issued and outstanding membership interests of Vegas.com, LLC (“Vegas.com”), pursuant to a Membership Interest Purchase Agreement, dated as of March 15, 2019, with VDC-MGG Holdings LLC, an affiliate of MGG, for an aggregate purchase price of $30 million (the “VDC Transaction”). The cash proceeds of the VDC Transaction were used to pay amounts due under the Financing Agreement, of which approximately $10 million remained outstanding after giving effect to the application of such cash proceeds. On March 29, 2019, we entered into a common stock purchase agreement (the “2019 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Aspire Capital to purchase up to an aggregate of $30.0 million of shares of our common stock over the 30 -month term of the 2019 Aspire Purchase Agreement. The 2019 Aspire Purchase Agreement replaced a previous common stock purchase agreement we had entered into with Aspire Capital. The terms of the 2019 Aspire Purchase Agreement are described in more detail in Note 15 . As of December 31, 2019, we have issued to Aspire Capital a total of 4,129,370 shares of our common stock under the 2019 Aspire Purchase Agreement. During the year ended December 31, 2019, we issued a total of 11,999,597 shares of our common stock to private investors and to Aspire Capital in exchange for $10.8 million . Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities, in conjunction with the ongoing events of default under the Financing Agreement, give rise to substantial doubt regarding our ability to continue as a going concern. Additionally, although our consolidated financial statements for the year ended December 31, 2019 were not significantly impacted by the effects of COVID-19, our future results may be impacted due to uncertainties regarding Chinese and U.S. governmental mandates that may impact our supply chain, workforce and our customers’ businesses. While the full impact of this outbreak is unknown at this time, we are closely monitoring the developments in China and in the U.S. and continually assessing the potential impact on our business. We intend to fund our future operations and meet our financial obligations through revenue growth in our Technology and Data Intelligence segment; however, we cannot provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this 2019 Form 10-K (including but not limited to payment of the amounts required under the Financing Agreement). As a result, we are actively evaluating strategic alternatives including debt refinancing and potential sales of investment assets or operating businesses. We may also need to continue to obtain additional capital through equity financing. Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (including developments and volatility arising from COVID-19) will play primary roles in determining whether we can successfully obtain additional capital. Additionally, pursuant to the Financing Agreement, we are subject to certain limitations on our ability and the ability of our subsidiaries to, among other things, incur additional debt and transfer, sell or otherwise dispose of assets, without the consent of the Lenders. We cannot be certain that we will be successful at raising additional capital. A variety of factors, many of which are outside of our control, affect our cash flow; those factors include regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months (including the amounts required under the Financing Agreement, based on the current status of discussions with the Lenders regarding ongoing events of default) with existing cash, cash equivalents and cash resources, and based on the probable success of one or more of the following plans: • monetize existing assets • refinance our debt • obtain additional capital through equity issuances, including but not limited to equity issuances to Aspire Capital under its existing purchase commitment (which equity issuances may dilute existing stockholders). However, projections are inherently uncertain and the success of our plans is largely outside of our control. As a result, there is substantial doubt regarding our ability to continue as a going concern, and we may fully utilize our cash resources prior to May 29, 2021 . |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation We include all of our subsidiaries, which include four VIEs for which we are the primary beneficiary, in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. To comply with China’s laws which restrict foreign ownership of entities that operate within industries deemed sensitive by the Chinese government, we employ what we believe is a commonly-used organizational structure consisting of a wholly-foreign owned enterprise (“WFOE”) and the VIEs to operate our KanKan business. We own 100% of the equity of the WFOE, while the VIEs are companies formed in China under local laws which are owned by members of our management team. We funded the registered capital and operating expenses of the VIEs by extending loans to the VIEs’ owners. We are the primary beneficiary of the VIEs because the relationships between the VIEs and our WFOE are governed by contractual agreements, including in each case an Exclusive Call Option Agreement, an Exclusive Business Cooperation Agreement, a Proxy Agreement and an Equity Pledge Agreement, which give us control over the operations of the VIEs. We use the fair value method to account for equity investments in which we cannot exercise significant influence over the investee, such as with our investment in Sharecare, Inc. (“Sharecare”). With regard to our investment in Sharecare, GAAP allows us to continue to carry our investment at cost less impairment until such time as an observable price change in the underlying security occurs. Any gains or losses resulting from a change in fair value are recorded to the statement of operations. We use the equity method for equity investments in which we can exercise significant influence over the investee, such as our investment in Beijing All-in-one Cloud Net Technology, Co. Ltd. (“AIO”) (see Note 6 for information on our investments in unconsolidated affiliates). Use of Estimates We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, the fair value of the warrant liability, income taxes, inventory reserve and purchase price allocation, among other items. Leases We adopted Accounting Standards Codification Topic 842, Leases (“ASC 842”), as of January 1, 2019. When adopting ASC 842 we elected several practical expedients permitted under the transition guidance within ASC 842, which, among other things, allowed us to carry forward the historical lease classification and to avoid recording leases that had expired prior to the date of adoption. We also elected to combine the lease and non-lease components of our leases for office space (which represent the largest portion of our operating lease assets and liabilities) and not to record leases with initial terms of 12 months or less (short-term leases) on the balance sheet. We amortize the cost of short-term leases on a straight-line basis over the lease term. As of January 1, 2019, our adoption of ASC 842 added $4.9 million of operating lease assets, $1.1 million of current operating lease liabilities (reported in Accrued expense and other current liabilities) and $5.7 million of long-term operating lease liabilities to our balance sheet, and it removed $3.3 million of previously-recorded deferred rent and early lease termination liabilities; it had no effect on consolidated net loss or consolidated cash flows Revenue Recognition Data Platform Services We generate revenue by developing AI products and fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI solutions, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have one performance obligation to provide a fully-integrated AI solution to our customer and we recognize revenue at the point in time when the completed solution is delivered to, tested by and accepted by our customer. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due. Accordingly, we recognize revenue only when we have transferred control of the goods or services and consideration received from the customer is nonrefundable. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects delivered by our Technology and Data Intelligence segment. We record the incremental costs of obtaining contracts as an expense when incurred, because such costs would otherwise be amortized over a period of less than one year if capitalized. Advertising and Other We did not generate advertising revenue from continuing operations during 2019, but we did generate revenue from other sources, such as from e-commerce activity in which we sell goods to our customers, or media production which involves the production of video or Internet-based content for our customers. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less. Share-Based Compensation For grants of restricted stock or restricted stock units, we measure fair value using the closing price of our stock on the measurement date, while we use the Black-Scholes-Merton option pricing model (the “BSM Model”) to estimate the fair value of stock options and similar instruments awarded. The BSM Model requires the following inputs: • Expected volatility of our stock price. We analyze the historical volatility of our stock price utilizing daily stock price returns, and we also review the stock price volatility of certain peers. Using the information developed from such analysis and our judgment, we estimate how volatile our stock price will be over the period we expect the stock options will remain outstanding. • Risk-free interest rate. We estimate the risk-free interest rate using data from the Federal Reserve Treasury Constant Maturity Instruments H.15 Release (a table of rates downloaded from the Federal Reserve website) as of the valuation date for a security with a remaining term that approximates the period over which we expect the stock options will remain outstanding. • Stock price, exercise price and expected term. We use an estimate of the fair value of our common stock on the measurement date, the exercise price of the option, and the period over which we expect the stock options will remain outstanding. We measure compensation expense as of the grant date for granted equity-classified instruments and as of the settlement date for granted liability-classified instruments (meaning that we re-measure compensation expense at each balance sheet date until the settlement date occurs). Once we measure compensation expense, we recognize it over the requisite service period (generally the vesting period) of the grant, net of forfeitures as they occur. Concentrations of Credit Risk We maintain most of our cash, approximately 80% of which is denominated in U.S. dollars, at two financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000; however, at times, cash balances may exceed the FDIC-insured limit. As of December 31, 2019, we did not have any significant concentrations of credit risk, as our cash balance did not exceed the FDIC-insured limit. Cash held by our non-U.S. subsidiaries is subject to foreign currency fluctuations against the U.S. dollar, although such risk is somewhat mitigated because we transfer U.S. funds to China to fund local operations. If, however, the U.S. dollar is devalued significantly against the Chinese currency, our cost to further develop our business in China could exceed original estimates. Accounts Receivable We regularly evaluate the collectability of trade receivable balances based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If we determine that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific reserve for bad debt will be recorded to reduce the related receivable to the amount expected to be recovered. Cash and Cash Equivalents Our cash and cash equivalents include demand deposits with financial institutions and short-term, highly-liquid instruments with original maturities of three months or less when purchased. The carrying value of the deposits and instruments approximates their fair value due to their short-term maturities. Income Taxes We recognize deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) to account for the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets, using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. Any effect on DTAs or DTLs resulting from a change in enacted tax rates is included in income during the period that includes the enactment date. We reduce the carrying amounts of DTAs by a valuation allowance if, based upon all available evidence (both positive and negative), we determine that it is more likely than not that such DTAs will not be realizable. Such assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, our forecasts of future profitability, tax planning strategies, the duration of statutory carryforward periods, and our experience with the utilization of operating loss and tax credit carryforwards before expiration. We apply a recognition threshold and measurement attribute related to uncertain tax positions taken or expected to be taken on our tax returns. We recognize a tax benefit for financial reporting of an uncertain income tax position when it has a greater than 50% likelihood of being sustained upon examination by the taxing authorities. We measure the tax benefit of an uncertain tax position based on the largest benefit that has a greater than 50% likelihood of being ultimately realized, including evaluation of settlements. Inventory We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value in the line item Prepaid expense and other current assets. Property, Equipment and Software We state property and equipment at cost and depreciate such assets using the straight-line method over the estimated useful lives of each asset category. For leasehold improvements, we determine amortization using the straight-line method over the shorter of the lease term or estimated useful life of the asset. We expense repairs and maintenance costs as incurred, while capitalizing betterments and capital improvements and depreciating such costs over the remaining useful life of the related asset. We capitalize qualifying costs of computer software and website development that we incur during the application development stage, as well as the cost of upgrades and enhancements that result in additional functionality, and we amortize such costs using the straight-line method over a period of three years , the expected period of the benefit. Commitments and Contingencies We record a liability for a loss contingency when we determine that it is probable that we have incurred such liability and we can reasonably estimate the amount. Impairments Long-Lived Assets Other Than Indefinite-Lived Intangible Assets When events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we evaluate long-lived assets for potential impairment, basing our testing method upon whether the assets are held for sale or held for use. For assets classified as held for sale, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets held and used, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, we recognize an impairment loss for the difference between the carrying value of the asset and its fair value. Indefinite-Lived Intangible Assets In the fourth quarter of each fiscal year, we test indefinite-lived intangible assets for impairment. When testing for impairment, we first evaluate qualitative factors to determine whether events and circumstances indicate that, more likely than not, an indefinite-lived intangible asset is impaired. If, after evaluating the totality of events and circumstances and their potential effect on significant inputs to the fair value determination, we determine that, more likely than not, an indefinite-lived intangible asset is impaired, we then quantitatively test for impairment. Investment We routinely perform an assessment of our investments in Sharecare and in AIO to determine if they are other-than-temporarily impaired. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized cost of that investment. As part of our assessment process, we determine whether the impairment is temporary or other-than-temporary. We base our assessment on both quantitative criteria and qualitative information, considering a number of factors including, but not limited to how long the security has been impaired, the amount of the impairment, the financial condition and near-term prospects of the issuer, whether the issuer is current on contractually-obligated interest and principal payments, key corporate events pertaining to the issuer and whether the market decline was affected by macroeconomic conditions. If we determine that an investment has incurred an other-than-temporary impairment, we permanently reduce the cost of the equity security to fair value and recognize an impairment charge in our consolidated statements of operations. During 2019 or 2018 , we did no t record any impairment of our investments. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows: • Level 1 – Valuations based on quoted prices in active markets for identical assets and liabilities; • Level 2 – Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and • Level 3 – Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable. The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available. Liabilities Related to Warrants Issued We record certain common stock warrants we issued (see Note 4 for more detailed information) at fair value and recognize the change in the fair value of such warrants as a gain or loss which we report in the Other income (expense) section in our consolidated statement of operations. We report some of the warrants that we record at fair value as liabilities because they contain certain provisions allowing for reduction of their exercise price, while others are recorded as liabilities because they contain a conditional promise to issue a variable number of our common stock shares upon the warrants’ expiration, and the monetary amount of such obligation was fixed at the inception of the contract. We estimate the fair value of the warrants using the Monte Carlo Simulation method. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses instead of incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the impact of adopting this new accounting standard on our consolidated financial statements and related disclosures. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted, except as noted above for leases, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3. REVENUE We are not required to include disclosures related to remaining performance obligations because substantially all of our contracts with customers have an original expected duration of one year or less. Disaggregation of Revenue The following table presents a disaggregation of our revenue by major category for the year ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, Revenue category 2019 2018 Data platform services: AI-based products and services 3,595 4,292 FinTech services — 3,738 Advertising and other 1,425 2,023 Revenue $ 5,020 $ 10,053 Significant Judgments When accounting for revenue we make certain judgments, such as whether we act as a principal or as an agent in transactions or whether our contracts with customers fall within the scope of current GAAP regarding revenue, that affect the determination of the amount and timing of our revenue from contracts with customers. Based on the current facts and circumstances related to our contracts with customers, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted in terms of their potential impact on the amount and timing of our revenue. Contract Assets and Contract Liabilities We do not currently generate material contract assets. During the year ended December 31, 2019 , our Contract liability related to continuing operations changed only as a result of routine business activity. We did not recognize material amounts of revenue during the year ended December 31, 2019 that was included in the beginning balance of Contract liability at January 1, 2019, while we recognized $0.3 million of revenue during the year ended December 31, 2018 that was included in the beginning balance of Contract liability at January 1, 2018. Certain Agreements in the Technology and Data Intelligence Segment We did not complete a material amount of contracts in 2019 for which we could not recognize revenue due to uncertainty of collection of amounts payable to us under the agreement. In December 2018, we completed two fully-integrated AI solutions for which we fully performed under the agreement and title to the product passed to our customer, so we recognized cost of revenue of $4.0 million ; however, we did not recognize the $4.6 million of revenue from such projects due to uncertainty regarding the timing of collection of amounts payable to us under the agreement. The uncertainty regarding the timing of collection prevented us from determining that collectibility of all amounts payable to us under the agreements was probable, resulting in a timing difference between recognition of cost and recognition of revenue. Though we cannot recognize the revenue until collectibility is deemed probable, we expect to fully collect the amounts payable to us under our legally-enforceable agreements and, therefore, we recorded a receivable of $4.6 million in Prepaid expense and other current assets, and a liability in Accrued expense and other current liabilities on our 2018 Consolidated Balance Sheet. During 2019, we recognized approximately $1.1 million of revenue on the two projects described above for which we did not recognize revenue in 2018 due to uncertainty regarding the timing of collection of the amounts due. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4. FAIR VALUE MEASUREMENTS Liabilities Related to Warrants to Purchase Common Stock At the end of each reporting period, we use the Monte Carlo Simulation model to estimate and report the fair value of liabilities related to certain outstanding warrants. As of December 31, 2019 , our outstanding liability-classified warrants include the warrants we issued or that we are obligated to issue as part of the consideration for our acquisition (the “CBG Acquisition”) of assets of China Branding Group Limited (“CBG”) in September 2016 (the “CBG Acquisition Warrants”) and warrants we issued as a result of an amendment to the Financing Agreement related to the acquisition (the “CBG Financing Warrants”). The following table presents the quantitative inputs, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: December 31, 2019 2018 CBG Financing Warrants Expected volatility 85.00 % 70.00 % Risk-free interest rate 1.60 % 2.52 % Expected remaining term (years) 0.73 1.73 CBG Acquisition Warrants Expected volatility 75.00 % 70.00 % Risk-free interest rate 1.65 % 2.46 % Expected remaining term (years) 3.72 4.72 During 2019, we increased the expected volatility we use as an input to the model. We made the change after reviewing our recent stock price performance and the historical stock price volatilities of our peer group, which led us to conclude that volatility over the expected period of the warrants would be higher than we had previously estimated. In addition to the quantitative assumptions above, we also consider whether we would issue additional equity and, if so, the price per share of such equity. At December 31, 2019 , we estimated that one future equity financing event would potentially occur within the subsequent twelve months. Our estimate of expected volatility and our stock price tend to have the most significant impact on the estimated fair value of the CBG Financing Warrants and the CBG Acquisition Warrants. If we added or subtracted five percentage points with regard to our estimate of expected volatility, or if our stock price increased or decreased by five percent, our estimates of fair value would not materially change. The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Year Ended December 31, 2019 2018 Balance at beginning of period $ 1,383 $ 89,169 Warrant exercises — (59,907 ) Increase (decrease) in fair value (1,268 ) (27,879 ) Balance at end of period $ 115 $ 1,383 At January 1, 2018, our outstanding liability-classified warrants included warrants we issued in connection with our acquisition of Vegas.com in September 2015 and the financing related thereto (such warrants, the “VDC Acquisition Warrants” and the “VDC Financing Warrants”, respectively). On January 8, 2018, holders of VDC Acquisition Warrants with respect to 2,416,996 shares of our common stock exercised such warrants. Because the VDC Acquisition Warrants provided that such warrants were exercisable on a cashless basis only, we issued a total of 750,102 shares of common stock in settlement of such warrants without receiving any proceeds from the exercise thereof. On January 10, 2018, we exercised our right to exercise all remaining VDC Acquisition Warrants and VDC Financing Warrants (which right became effective when the closing price of our common stock reached $14.00 ), exercising VDC Acquisition Warrants with respect to 6,184,414 shares of our common stock and VDC Financing Warrants with respect to 3,117,148 shares of our common stock. Because the VDC Acquisition Warrants and VDC Financing Warrants provided that such warrants were exercisable on a cashless basis only, we issued a total of 2,236,915 and 1,385,396 shares of common stock to the holders of the VDC Acquisition Warrants and the VDC Financing Warrants, respectively, in settlement of such warrants without receiving any proceeds from the exercise thereof. Contingent Consideration Issued in Business Acquisition We used the discounted cash flow valuation technique to estimate the fair value of the liability related to certain cash payments stipulated in the VDC Acquisition that were contingent upon the performance of Vegas.com in the years ended December 31, 2016, 2017 and 2018 (the “Earnout Payments”). The significant unobservable inputs that we used, which we classify in Level 3 of the fair value hierarchy, were projected earnings before interest, taxes, depreciation and amortization (“EBITDA”), the probability of achieving certain amounts of EBITDA, and the rate used to discount the liability. The following table presents the change during the years ended December 31, 2019 and 2018 in the balance of the liability associated with the Earnout Payments (in thousands): December 31, 2019 2018 Balance at beginning of period $ 990 $ 1,930 Payments (8 ) (1,000 ) Change in fair value of contingent consideration 10 60 Interest accrued on unpaid balance 94 — Balance at end of period $ 1,086 $ 990 On the Consolidated Balance Sheets, we included the liability for contingent consideration as a component of Accrued expense and other liabilities. |
TRADE ACCOUNTS RECEIVABLE
TRADE ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Trade Accounts Receivable | NOTE 5. TRADE ACCOUNTS RECEIVABLE The following table presents details regarding our net trade accounts receivable: Year Ended December 31, 2019 2018 Gross accounts receivable balance $ 4,171 $ 5,891 Allowance for bad debt (2,207 ) (129 ) Accounts receivable, net $ 1,964 $ 5,762 Generally, Chinese entities tend to pay their vendors on longer timelines than the timelines typically observed in U.S. commerce. Trade receivables related to our AI projects (exclusive of FinTech services) represent 66% of our gross trade receivables, while substantially all of the remaining gross trade receivables balance resulted from the FinTech services we discontinued during 2018. |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATES | NOTE 6. INVESTMENTS IN UNCONSOLIDATED AFFILIATES In 2009, we co-founded a U.S.-based venture, Sharecare, to build a web-based platform that simplifies the search for health and wellness information. The other co-founders of Sharecare were Dr. Mehmet Oz, HARPO Productions, Discovery Communications, Jeff Arnold and Sony Pictures Television. As of December 31, 2019 , we owned approximately five percent of Sharecare’s issued capital stock and maintained representation on its Board of Directors. During June 2018, one of our consolidated VIEs acquired a 20% interest in AIO, a Chinese technology company which provides consulting and data services to the Chinese film industry, in exchange for $1.0 million , a portion of which was paid by December 31, 2019 , and a license to use our proprietary KanKan data intelligence platform in China. Based on our evaluation of the facts and circumstances related to the transaction, we determined that we will account for such transaction using the equity method of accounting. We recognize our equity in the net earnings or losses relating to AIO on a one-quarter reporting lag in our Consolidated Statements of Operations and Comprehensive Loss. For the year ended December 31, 2019 , the amount of our equity in AIO’s net earnings from the date we acquired our interest in AIO until September 30, 2019 was not material. |
PREPAID EXPENSE AND OTHER CURRE
PREPAID EXPENSE AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS The following table presents the components of prepaid expense and other current assets (in thousands): December 31, 2019 2018 Other receivables $ 3,712 $ 4,607 Prepaid expense 633 1,076 Deposits 7 1,395 Inventory, net — 587 Other current assets 271 242 Total $ 4,623 $ 7,907 During 2019 , we determined that, due to a lack of significant collection of the amount and uncertainty of timing regarding when we would receive a refund of the amount, we recorded an impairment of the entire $1.3 million security deposit related to the FinTech services we ceased providing during 2018. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands, except estimated lives): December 31, Estimated Life 2019 2018 Computers and equipment 3 989 1,004 Furniture and fixtures 3 23 20 Software 3 4,896 4,918 Software development in progress — 924 Leasehold improvements 10 114 310 Total property, equipment and software $ 6,022 $ 7,176 Less accumulated depreciation and amortization (5,681 ) (5,101 ) Total property, equipment and software, net $ 341 $ 2,075 For the years ended December 31, 2019 and 2018 , depreciation (and amortization of software) expense was $0.7 million and $1.4 million , respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 9. LEASES We lease office space and equipment under contracts we classify as operating leases. None of our leases are financing leases. Several of our leases include one or more options to renew; however, as of December 31, 2019 , we are not reasonably certain that we will exercise the renewal options and we have not included such renewal options in the lease liabilities or disclosures herein. As of December 31, 2019 , the current portion of our operating lease liability was $2.9 million and was reported in Accrued expense and other current liabilities on our Consolidated Balance Sheet. The following table presents the detail of our lease expense, net of sublease income, which is reported in General and administrative expense for the year ended December 31, 2019 (in thousands): Operating lease expense $ 3,678 Short-term lease expense 301 Less: Sublease income (162 ) Lease expense, net $ 3,817 We reported within continuing operating cash flows for the year ended December 31, 2019 $2.1million of cash paid for amounts included in the measurement of operating lease liabilities. As of December 31, 2019 , our operating leases had a weighted-average remaining lease term of approximately 47 months, and we used a weighted-average discount rate of 13 % to measure our operating lease liabilities. Maturity of Lease Liabilities The following table presents information regarding the maturities of our undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in our December 31, 2019 Consolidated Balance Sheet (in thousands). Operating lease liabilities maturing during the next: One year $ 3,569 Two years 1,853 Three years 1,743 Four years 1,793 Five years 301 Thereafter — Total undiscounted cash flows $ 9,259 Present value of cash flows $ 7,527 Lease liabilities on balance sheet: Short-term $ 2,877 Long-term 4,650 Total lease liabilities $ 7,527 Significant Judgments When accounting for our leases, we make certain judgments, such as whether a contract contains a lease or what discount rate to use, that affect the determination of the amount of our lease assets and liabilities. Based on the current facts and circumstances related to our contracts, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS Intangible Assets The following table summarizes intangible assets by category (in thousands): December 31, 2019 December 31, 2018 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,256 $ (874 ) $ 382 $ 1,256 $ (801 ) $ 455 Media content and broadcast rights — — — 1,350 (923 ) 427 Other intangible assets 68 (68 ) — 68 (68 ) — $ 1,324 $ (942 ) $ 382 $ 2,674 $ (1,792 ) $ 882 Indefinite-lived intangible assets License to operate in China 127 127 128 128 Total intangible assets $ 1,451 $ 509 $ 2,802 $ 1,010 For the year ended December 31, 2019 and 2018 , total amortization expense was $0.3 million and $0.7 million , respectively. During the fourth quarter of 2019, we decided that we would no longer create content that could make use of the intangible asset related to media content and broadcast rights. As a result, we determined that the remaining portion of such intangible asset was impaired based on revised cash flow estimates, so we recognized an impairment loss of approximately $0.2 million . During the fourth quarter of 2018, we decided that we would outsource video production to a third party. As a result, we determined that the remaining intangible asset related to the CBG Acquisition was impaired based on revised cash flow estimates, so we recognized an impairment loss of approximately $0.6 million . On December 18, 2018, we and Simply FinTech, Inc. (“Simply FinTech”) entered into a quitclaim agreement (the “Simply FinTech Agreement”) under which we sold the Banks.com domain name and related rights and property to Simply FinTech. Pursuant to the Simply FinTech Agreement, in exchange for the assets we sold to Simply FinTech, we received $0.5 million in cash. We recognized a gain of approximately $0.4 million on the sale, which we reported in Other gain (loss) on our 2018 Consolidated Statement of Operations and Comprehensive Loss. The following table presents the aggregate amortization expense related to finite-lived intangible assets for the next five years (in thousands): For the year ending December 31: Amount 2020 $ 73 2021 73 2022 73 2023 73 Thereafter 90 Goodwill We had no goodwill as of December 31, 2019. The following table summarizes the changes in goodwill during the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Corporate Entity and Other Business Units Total Balance at beginning of period $ 1,585 $ 1,585 Impairment of goodwill (1,585 ) (1,585 ) Balance at end of period $ — $ — Our sale of substantially all of Banks.com’s remaining assets during the fourth quarter of 2018 prompted us to record the impairment of goodwill noted in the table above, as we determined at that time that we would not operate the Banks.com business in the future. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 11. INCOME TAX The following table presents the components of our provision for income taxes for the year ended December 31, 2019 , and 2018 , in thousands: Year Ended December 31, 2019 2018 Current Foreign $ — $ (140 ) Deferred Federal — — Income tax provision as reported $ — $ (140 ) The following table presents a reconciliation between the income tax benefit computed by applying the federal statutory rate and our actual income tax expense: Year Ended December 31, 2019 2018 Income tax benefit at federal statutory rate $ (4,831 ) $ (3,928 ) Change in deferred tax asset valuation allowance 2,561 11,595 Tax impact of warrants (266 ) (5,855 ) Tax effects of: Statutory differences 942 — R&D expense (236 ) — Foreign tax rates different than U.S. federal statutory rate (350 ) (470 ) Other permanent items 6 78 Deferred adjustments 1,716 (1,369 ) Other 458 (191 ) Income tax provision (benefit) as reported $ — $ (140 ) Our 2019 effective tax rate was impacted by maintaining a valuation allowance against net deferred tax assets in all jurisdictions, both domestic and foreign, as well as the adjustments made to our deferred tax assets, permanent book-tax adjustments in foreign jurisdictions and the fact that our earnings are generated in jurisdictions with rates that differ from the US federal statutory rate. Our 2018 effective tax rate was impacted by maintaining a valuation allowance against domestic federal net deferred tax assets and a permanent tax adjustment related to the fair value of the outstanding warrants. The following table presents loss before income tax attributable to domestic and to foreign operations (in thousands): Year Ended December 31, 2019 2018 Domestic $ (14,266 ) $ (6,945 ) Foreign (8,738 ) (11,760 ) Loss before income taxes $ (23,004 ) $ (18,705 ) Deferred Tax Assets and Liabilities We assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing DTAs in each jurisdiction. A significant piece of objective negative evidence, in each jurisdiction, that we evaluated was the cumulative loss incurred over the three-year period ended December 31, 2019. Such objective evidence limits our ability to consider other subjective evidence. On the basis of our evaluation, as of December 31, 2019, we continued to maintain the valuation allowance noted in the table below. The amount of the DTAs that we do not consider realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for future growth. The following table presents the components of our DTAs and DTLs (in thousands): December 31, 2019 2018 Deferred Tax Assets Net operating loss carryforwards $ 38,008 $ 36,090 Deferred income and reserves — 332 Amortization of intangibles 2,535 2,881 Share-based compensation expense 6,929 7,276 Other 4,000 1,908 Gross deferred tax assets $ 51,472 $ 48,487 Valuation allowance (51,455 ) (48,487 ) Deferred tax assets, net of valuation allowance $ 17 $ — Deferred Tax Liabilities Depreciation of fixed assets (17 ) — Gross deferred tax liabilities (17 ) — Net deferred tax liability $ — $ — Net operating losses available at December 31, 2019 to offset future taxable income in the U.S. federal, U.S. state, Hong Kong and China jurisdictions are $160.6 million , $31.9 million , $1.7 million and $6.8 million , respectively. The statutory income tax rates in Hong Kong and China are 16.5% and 25% , respectively. The U.S. net operating losses generated prior to 2018 expire between 2020 and 2038. The US net operating losses generated in 2019 and 2018 have no expiration date and carry forward indefinitely. The net operating losses generated in Hong Kong have no expiration date and carry forward indefinitely, while the net operating losses generated in China have a 5 -year carryover period. We file income tax returns in various domestic and foreign tax jurisdictions with varying statutes of limitations. We are currently under examination by the IRS in the U.S. federal jurisdiction regarding our 2016 tax year, while our 2017, 2018 and 2019 tax years generally remain subject to examination by federal and most state tax authorities. In significant foreign jurisdictions, our 2016 through 2018 tax years generally remain subject to examination by the relevant tax authorities. Under the Internal Revenue Code of 1986, as amended (the “Code”), if an ownership change (as defined for income tax purposes) occurs, §382 of the Code imposes an annual limitation on the amount of a corporation's taxable income that can be offset by net operating loss carryforwards. During our 2014 tax year, we analyzed recent acquisitions and ownership changes and determined that certain of such transactions qualified as an ownership changes under §382. As a result, we will likely not be able to use a portion of our net operating loss carryforwards. For the years ended December 31, 2019 and 2018 , we had no unrecognized tax benefits, and we have not taken any tax positions which we expect might significantly change unrecognized tax benefits during the 12 months following December 31, 2019 . We comply with tax legislation and rules that apply in jurisdictions in which we operate around the globe, to the best of our ability. In China, we incur certain business expenses subject to jurisdictionally specific requirements. While we have adhered to such rules, circumstances exist outside of our control that create uncertainty relative to our ability to sustain certain deductions. We believe, at a more likely than not level, we will sustain such deductions; however, taxing authorities in China may take an alternative position. In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 12. DEBT Short-Term Debt On April 12, 2017, we issued a short-term note payable in the principal amount of $3.0 million to a private lender in exchange for cash in the same amount. The agreement, which does not have a stated interest rate, required us to repay the note plus a fee of $115 thousand on the maturity date of June 30, 2017. The note is accruing interest at $500 per day on the unpaid principal until we repay the note in full. As of December 31, 2019 , we owed $ 3.3 million in principal and accrued interest on such note. Other Debt The following table presents debt as of (in thousands): December 31, 2019 2018 Loan due May 2020 $ 12,025 $ 35,500 Unamortized original issue discount — (1,418 ) Unamortized debt issuance cost — (18 ) Carrying value of Loan 12,025 34,064 Exit fee payable in relation to Loan — 1,250 Total long-term debt $ 12,025 $ 35,314 Less: current portion (12,025 ) (35,314 ) Long-term debt, less current portion and net of debt issuance cost $ — $ — On September 24, 2015, we entered into the Financing Agreement, pursuant to which the Lenders provided us with the $27.5 million Loan. We entered into Amendment No. 1 to Financing Agreement on September 20, 2016 which, among other changes, increased the Loan by $8.0 million to a total aggregate principal amount of $35.5 million . As of December 31, 2019 , after amendments and other events described below, the Loan bore interest at three-month LIBOR (with a floor of 2% ) plus 11% per annum, payable monthly, and had a maturity date of May 15, 2020. As of December 31, 2019 , the applicable interest rate on the Loan was approximately 13% per annum. In connection with the Financing Agreement, we also entered into a security agreement dated as of September 24, 2015 (the “Security Agreement”) with the other Borrowers and the Guarantors for the benefit of MGG, as collateral agent for the Secured Parties referred to therein, to secure the obligations of the Borrowers and the Guarantors under the Financing Agreement. The Security Agreement provides for a first-priority lien on, and security interest in, all assets of Remark and our subsidiaries, subject to certain exceptions. On October 25, 2017, we entered into Amendment No. 2 and Waiver and Consent to Financing Agreement, pursuant to which the Lenders waived specified events of default under the Financing Agreement occurring prior to January 1, 2018, including but not limited to events of default resulting from our non-compliance with covenants requiring minimum consolidated EBITDA of Remark and its subsidiaries and value of our assets. The Lenders also waived the covenant related to restricted cash balance through September 19, 2017. On December 5, 2017, we entered into Amendment No. 3 to Financing Agreement pursuant to which the Lenders agreed, among other things, to modify certain of our covenants under the Financing Agreement, including (i) replacing the covenant regarding consolidated EBITDA of Remark and our subsidiaries with a covenant regarding consolidated gross revenue of our subsidiaries engaged in the operation of our KanKan business, (ii) modifying the covenants regarding consolidated EBITDA of Vegas.com and its subsidiaries and the value of certain of our assets, and (iii) increasing the amount we are permitted to invest in our non-U.S. subsidiaries operating our KanKan business, subject to certain conditions. On April 30, 2018, we entered into Amendment No. 4 and Waiver to Financing Agreement (the “Fourth Financing Amendment”), which provided for, among other things, (i) a reduction in the interest rate on the remaining amount outstanding under the Financing Agreement to three-month LIBOR plus 8.5% per annum, (ii) an extension of the maturity date under the Financing Agreement to September 30, 2020, (iii) a modification of certain of our covenants under the Financing Agreement, including covenants regarding capital expenditures, minimum value of certain of our assets, consolidated EBITDA of Vegas.com and its subsidiaries, and revenue generated by KanKan, (iv) an increase in the amount we are permitted to invest in our non-U.S. subsidiaries operating our KanKan business (v) a waiver by the Lenders of certain events of default under the Financing Agreement and (vi) prepayment by the Borrowers of $8.0 million principal amount outstanding and $3.5 million of exit fees under the Financing Agreement within 60 days following the date of the Fourth Financing Amendment. In consideration for the Lenders’ entry into the Fourth Financing Amendment, we also paid a closing fee of approximately $413 thousand . Effective as of June 29, 2018, we entered into Amendment No. 5 and Waiver to Financing Agreement (the “Fifth Financing Amendment”) pursuant to which the Lenders agreed, among other things, to extend the due date of the prepayments required by the Fourth Financing Amendment for up to three months , provided that we made extension payments on the first business day of each such month. The extension payments were $250,000 for each of the first two months and $500,000 for the third month, with the final extension period ending on September 28, 2018. We made the extension payments required by the Fifth Financing Amendment to extend the due date of the prepayments required by the Fourth Financing Amendment to September 28, 2018; however, we failed to prepay the $8.0 million principal amount and $3.5 million of exit fees due on such date. Such failure to make the required payments constitutes an event of default under the Financing Agreement and as a result, from September 28, 2018, the Loan bore interest at three-month LIBOR plus 11.0% , the default interest rate. On October 16, 2018, in connection with our discussions with Lenders regarding a resolution of the events of default then existing under the Financing Agreement described herein, we agreed to increase the amount of the exit fees payable to the Lenders under the Financing Agreement by $1.0 million . On May 15, 2019, we completed the VDC Transaction and used the cash proceeds of $30 million to pay amounts due under the Financing Agreement, of which approximately $10 million remained outstanding after giving effect to the application of such cash proceeds. On the same date, in connection with the closing of the VDC Transaction, we entered into Amendment No. 6 and Waiver to Financing Agreement (the “Sixth Financing Amendment”), pursuant to which, among other things, (i) the Lenders waived all events of default under the Financing Agreement existing as of the date of the Sixth Financing Amendment, (ii) MGG released any and all liens in the equity interests of Vegas.com and its subsidiaries and their assets and properties, (iii) the Borrowers may add the amount of any accrued and unpaid interest to the outstanding principal amount of the Loan, (iv) the remaining principal amount outstanding under the Financing Agreement accrues interest at a rate equal to the three-month LIBOR (with a floor of 2% ) plus 8.5% per annum, (v) the continuing Loan has a maturity date of May 15, 2020, (vi) covenants with respect to capital expenditures and revenue generated by our KanKan business were eliminated and covenants regarding the minimum value of certain of our assets, our minimum liquidity and the amount we are permitted to invest in our non-U.S. subsidiaries were modified, and (vii) we were required to commence a sale process with respect to our equity in Sharecare within five business days of the effective date of the Sixth Financing Amendment, and to use the net cash proceeds of such sale to pay in full our outstanding obligations under the Financing Agreement the (“Sharecare Covenant”). The Financing Agreement contains certain affirmative and negative covenants, including but not limited to a covenant requiring us to maintain a minimum of $1.0 million in unrestricted cash in designated bank accounts. As of December 31, 2019 , we were not in compliance with such minimum cash covenant. We are also not in compliance with certain other covenants under the Financing Agreement, including a covenant requiring us to obtain and pay for a tail directors’ and officers’ liability insurance policy (the “Tail Policy”) by June 4, 2019 in connection with the VDC Transaction, and a covenant requiring us to make the final Earnout Payment by June 14, 2019. Additionally, although we continue to actively attempt to monetize our ownership interest in Sharecare, we did not comply with certain procedural requirements stipulated by the Sharecare Covenant. Our non-compliance with such covenants constitutes events of default under the Financing Agreement. In addition, in June 2019, the Lenders paid the $1.1 million of premium under the Tail Policy on our behalf and such amount was added to the amount of principal due under the Financing Agreement. See Note 19 for further updates after December 31, 2019 regarding such events of default. We accounted for the Second Financing Amendment through the Sixth Financing Amendment as debt modifications, individually and collectively resulting in an immaterial amount of debt issuance cost expensed as incurred. The Sixth Financing Amendment did not add debt discount, while the Fourth Financing Amendment and the Fifth Financing Amendment added additional debt discount totaling $1.5 million during the year ended December 31, 2018. |
OTHER LIABILITIES
OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 13. OTHER LIABILITIES We did not have other liabilities recorded at December 31, 2019, while the following table presents the components of other liabilities (in thousands) at December 31, 2018: Deferred rent $ 1,583 Accrued early lease termination liability 1,137 Deferred tax liability 214 Total $ 2,934 During the first quarter of 2018, we determined that we would no longer use certain leased office space and, as a result, we sublet the majority of such office space to third parties. As a result of our decision, we recognized $2.3 million of unallocated rent expense in the corporate entity, and an associated liability for early lease termination. The current portion of the liability is recorded in Accrued expense and other current liabilities, with the long-term portion recorded in Other liabilities (see table above). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES Contingencies As of December 31, 2019 , we were neither a defendant in any material pending legal proceeding nor were we aware of any material threatened claims against us; therefore, we have not accrued any contingent liabilities, exclusive of the liability for the Earnout Payment related to the VDC Acquisition. As of December 31, 2019 , we have accrued approximately $1.1 million related to the Earnout Payment. See Note 4 for more information regarding the Earnout Payment. |
STOCKHOLDERS' EQUITY, STOCK-BAS
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE | NOTE 15. STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE Equity Issuances On March 29, 2019, we entered into the 2019 Aspire Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Aspire Capital to purchase up to an aggregate of $30.0 million of shares of our common stock over the 30 -month term of the 2019 Aspire Purchase Agreement. In consideration for entering into the 2019 Aspire Purchase Agreement, we issued 629,370 shares of our common stock to Aspire Capital. Under the 2019 Aspire Purchase Agreement, on any trading day over the 30 -month term of such agreement, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”) directing Aspire Capital to purchase up to 50,000 shares of our common stock per trading day, up to an aggregate of $30.0 million of our common stock, at a per share price (the “Purchase Price”) equal to the lesser of (i) the lowest sale price of our common stock on the purchase date or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive trading days ending on the trading day immediately preceding the purchase date. The aggregate purchase price payable by Aspire Capital on any one purchase date may not exceed $250,000 , unless otherwise mutually agreed. The parties may mutually agree to increase the number of shares of our common stock that may be purchased per trading day pursuant to the terms of the 2019 Aspire Purchase Agreement to 3,000,000 shares. In addition, on any trading day on which we submit a Purchase Notice to Aspire Capital to purchase at least 50,000 shares, we also have the right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of our common stock equal to up to 30% of the aggregate shares of our common stock traded on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares we may determine, and a minimum purchase price threshold equal to the greater of (i) 80% of the closing price of our common stock on the trading day immediately preceding the VWAP Purchase Date or (ii) a higher price that may be determined by us. The purchase price per share pursuant to such VWAP Purchase Notice will be equal to the lesser of (i) the closing sale price of our common stock on the VWAP Purchase Date, or (ii) 97% of the volume-weighted average price for our common stock traded on its principal market on the VWAP Purchase Date, subject to certain exceptions. We may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the 2019 Aspire Purchase Agreement, so long as the most recent purchase has been completed. In addition, Aspire Capital will not be required to buy any shares of our common stock pursuant to a Purchase Notice that is received by Aspire Capital on any trading day on which the last closing trade price of our common stock is below $0.25 . There are no trading volume requirements or restrictions under the 2019 Aspire Purchase Agreement, and we will control the timing and amount of sales of our common stock to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as directed by us in accordance with the 2019 Aspire Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the 2019 Aspire Purchase Agreement. The 2019 Aspire Purchase Agreement may be terminated by us at any time, at our discretion, without any cost to us. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the 2019 Aspire Purchase Agreement. The 2019 Aspire Purchase Agreement provides that the total number of shares that may be issued pursuant to such agreement is limited to 8,140,373 shares (the “Exchange Cap”), or 19.99% of our shares of common stock outstanding as of the date of the 2019 Aspire Purchase Agreement, unless stockholder approval is obtained in accordance with the rules of the Nasdaq Stock Market. If stockholder approval is not obtained, such limitation will not apply after the Exchange Cap is reached if at all times thereafter the average purchase price paid for all shares issued under the 2019 Aspire Purchase Agreement is equal to or greater than $1.85 per share. The 2019 Aspire Purchase Agreement also provides that at no time will Aspire Capital (together with its affiliates) beneficially own more than 19.99% of our outstanding shares of common stock. The 2019 Aspire Purchase Agreement replaced a prior common stock purchase agreement, dated as of July 2, 2018, between us and Aspire Capital, which was terminated under the terms of the 2019 Aspire Purchase Agreement. As of December 31, 2019 , we have issued to Aspire Capital a total of 4,129,370 shares of our common stock under the 2019 Aspire Purchase Agreement. During the year ended December 31, 2019 , we issued a total of 11,999,597 shares of our common stock to private investors and to Aspire Capital in exchange for $10.8 million plus Aspire Capital’s commitment to participate in the 2019 Aspire Purchase Agreement. Stock-Based Compensation We are authorized to issue equity-based awards with respect to as many as 525,000 , 10,000,000 and 10,000,000 shares of our common stock under our 2010 Equity Incentive Plan, our 2014 Incentive Plan, and our 2017 Incentive Plan, respectively, each of which our stockholders have approved. We also award cash bonuses (“China Cash Bonuses”) to our employees in China, which grants are not subject to a formal incentive plan and which can only be settled in cash. We grant such awards to attract, retain and motivate eligible officers, directors, employees and consultants. Under each of the plans, we have granted shares of restricted stock and options to purchase common stock to our officers and employees with exercise prices equal to or greater than the fair value of the underlying shares on the grant date. Stock options and China Cash Bonuses awarded generally expire 10 years from the grant date. All forms of equity awards and the China Cash Bonuses vest upon the passage of time, the attainment of performance criteria, or both. When participants exercise stock options, we issue any shares of our common stock resulting from such exercise from new authorized and unallocated shares available at the time of exercise. We estimate the fair value of stock option awards using the BSM Model. During the periods noted, we applied the following weighted-average assumptions: Year Ended December 31, 2019 2018 Expected term in years 6.0 6.0 Expected volatility 70 % 60 % Expected dividends — % — % Risk-free interest rate 1.86 % 2.37 % We estimated the expected term based upon historical data. The risk-free interest rate is based on the U.S. Treasury yield curve appropriate for the expected term on the date of grant, and we estimate the expected volatility primarily using the historical volatility of our common stock. Actual compensation, if any, ultimately realized may differ significantly from the amount estimated using an option-pricing model. The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of December 31, 2019 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2019 10,874,849 $ 4.36 Granted 805,250 0.73 Exercised (2,250 ) 1.99 Forfeited, cancelled or expired (1,318,770 ) 3.37 Outstanding at December 31, 2019 10,359,079 $ 4.20 6.8 $ — Exercisable at December 31, 2019 9,748,892 $ 4.42 6.6 $ — The following table summarizes the status of non-vested stock options as of December 31, 2019 , and changes during the year then ended: Shares Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2019 244,625 $ 439 Granted 805,250 335 Vested (408,313 ) 464 Forfeited (31,375 ) 68 Non-vested at December 31, 2019 610,187 $ 241 For the year ended December 31, 2018 , the weighted-average grant-date fair value of options granted was $12.8 million . We did not experience material stock option exercises during the year ended December 31, 2019 . During the year ended December 31, 2018 , we received proceeds from stock option exercises totaling approximately $1.0 million , while the total intrinsic value of all stock option exercises was $1.5 million . The following table summarizes activity related to the liability-classified China Cash Bonuses as of December 31, 2019 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2019 1,464,750 $ 5.60 Granted 152,000 1.56 Forfeited, cancelled or expired (518,000 ) 5.11 Outstanding at December 31, 2019 1,098,750 $ 5.21 6.4 $ — Exercisable at December 31, 2019 911,500 $ 5.20 6.0 $ — During the year ended December 31, 2019 , we did not award restricted stock under our equity incentive plans. The following table presents a breakdown of share-based compensation cost included in operating expense for continuing operations and for discontinued operations (in thousands): Year Ended December 31, 2019 2018 Stock options $ 425 $ 13,494 China Cash Bonuses (106 ) (546 ) Restricted stock — — Total $ 319 $ 12,948 We record share-based compensation expense in the books of the subsidiary that incurs the expense, while for equity-classified stock options we record the change in additional paid-in capital on the corporate entity because the corporate entity’s equity underlies such stock options. The following table presents information regarding unrecognized share-based compensation cost associated with stock options and China Cash Bonuses: December 31, 2019 Unrecognized share-based compensation cost for non-vested awards (in thousands): Stock options 191 China Cash Bonuses 5 Weighted-average years over which unrecognized share-based compensation expense will be recognized: Stock options 1.1 China Cash Bonuses 0.2 Net Income (Loss) per Share For the years ended December 31, 2019 and 2018 , there were no reconciling items related to either the numerator or denominator of the loss per share calculation. Securities which would have been anti-dilutive to a calculation of diluted earnings per share include the outstanding stock options described above and the outstanding CBG Acquisition Warrant, which may be exercised to purchase 40,000 shares of our common stock at a per-share exercise price of $10.00 (we are also committed to the future issuance of additional CBG Acquisition Warrants at the same per-share exercise price as the CBG Acquisition Warrant that has already been issued), and the outstanding CBG Financing Warrants, which may be exercised to purchase 3,966,613 shares of our common stock at an exercise price of $3.70 per share. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16. RELATED PARTY TRANSACTIONS On June 11, 2018, we sold the IRS.com web domain to a company in which our former CFO has a significant ownership interest. The consideration consisted of a cash payment of approximately $0.6 million and assumed liabilities of approximately $0.1 million . We recognized a gain of approximately $0.6 million on the transaction which is reported in Other gain (loss) on our 2018 Consolidated Statement of Operations and Comprehensive Loss. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 17. SEGMENT INFORMATION As a result of our disposal of the previously-reported Travel and Entertainment segment in May 2019, we currently report one segment: our Technology & Data Intelligence segment, which provides products and services to our customers based upon the data collected and processed by our proprietary data intelligence software. Our chief operating decision maker uses Adjusted EBITDA as the primary measure of profitability for evaluating the operational performance of our reportable segments. Adjusted EBITDA represents operating income (loss) plus depreciation and amortization expense, share-based compensation expense, impairments and net other income, less other loss. We do not allocate certain other types of shared expense, such as legal and accounting, to our reportable segments; such costs are included in Corporate Entity and Other. The following table presents certain financial information regarding our business segments and other entities for the years ended December 31, 2019 and 2018 (in thousands): Technology & Data Intelligence Corporate Entity and Other Consolidated Year Ended December 31, 2019 Revenue $ 3,595 $ 1,425 $ 5,020 Adjusted EBITDA $ (6,821 ) $ (11,814 ) $ (18,635 ) Year Ended December 31, 2018 Revenue $ 8,030 $ 2,023 $ 10,053 Adjusted EBITDA $ (11,061 ) $ (15,563 ) $ (26,624 ) The following table reconciles Adjusted EBITDA to Loss before income taxes (in thousands): Year Ended December 31, 2019 2018 Adjusted EBITDA $ (18,635 ) $ (26,624 ) Depreciation and amortization (982 ) (2,089 ) Impairments (2,522 ) (2,209 ) Share-based compensation expense (257 ) (12,425 ) Other expense (income), net (530 ) (267 ) Other loss (gain) 172 (886 ) Operating loss $ (22,754 ) $ (44,500 ) Other income (expense) Interest expense (1,876 ) (3,237 ) Other income (expense), net 530 267 Change in fair value of warrant liability 1,268 27,879 Other gain (loss), net (172 ) 886 Total other income (expense), net $ (250 ) $ 25,795 Loss from continuing operations before income taxes $ (23,004 ) $ (18,705 ) The following table presents total assets for our segments (in thousands): December 31, 2019 2018 Technology and data intelligence segment 7,450 15,563 Corporate entity and other business units 7,377 5,156 Consolidated $ 14,827 $ 20,719 Capital expenditures for our technology and data intelligence segment totaled $0.1 million and $0.7 million during the years ended December 31, 2019 and 2018, respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 18. DISCONTINUED OPERATIONS VDC Transaction On May 15, 2019, we completed the VDC Transaction for an aggregate purchase price of $30 million . The business we sold in the VDC Transaction formerly comprised our Travel and Entertainment segment. In discontinued operations, we recognized a gain on the VDC Transaction of $6.5 million . By purchasing all of the issued and outstanding membership interests of Vegas.com, the purchaser in the VDC Transaction, an affiliate of MGG, effectively assumed an amount of negative working capital. The cash proceeds of the VDC Transaction were used to pay amounts due under the Financing Agreement (see Note 12 ). The following table presents the carrying amounts of the major classes of assets and liabilities associated with the disposed Travel and Entertainment segment (in thousands): May 15, 2019 December 31, 2018 Cash and cash equivalents (including restricted cash) $ 18,011 $ 24,138 Other current assets 4,753 4,828 Current assets $ 22,764 $ 28,966 Property and equipment, net 7,331 8,495 Goodwill and other intangibles, net 28,977 35,434 Other assets 1,856 194 Total assets $ 60,928 $ 73,089 Accounts payable, accrued expense and other current liabilities $ 22,749 $ 33,053 Deferred merchant booking 7,358 4,664 Contract liability 5,381 3,931 Current liabilities $ 35,488 $ 41,648 Other liabilities 1,938 34 Total liabilities $ 37,426 $ 41,682 The following table presents the major classes of line items constituting the pretax profit or loss of the disposed Travel and Entertainment segment (in thousands): January 1, 2019 through May 15, 2019 Year Ended December 31, 2018 Revenue $ 27,432 $ 69,057 Cost of revenue (excluding depreciation and amortization) 4,016 11,725 Selling, general and administrative 18,383 38,906 Technology and development 3,280 8,939 Depreciation, amortization and impairments 8,007 8,786 Other operating expense 384 954 Other expense (income) and loss (gain), net (3,814 ) 3,267 Loss from discontinued operations before income taxes (2,824 ) (3,520 ) Benefit from income taxes 214 527 Loss from discontinued operations $ (2,610 ) $ (2,993 ) Depreciation, amortization and impairments for the 2019 period includes $4.8 million of impairments of goodwill and intangible assets resulting from our decision to dispose of the previously-reported Travel and Entertainment segment. For the year ended December 31, 2019 , we allocated $2.7 million of interest expense to discontinued operations. We made such allocations based on the amount of debt specifically attributable to the discontinued operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19. SUBSEQUENT EVENTS Sales of Common Stock to Aspire Capital On March 3, 2020, we sold 3,011,003 shares of our common stock to Aspire Capital under the 2019 Aspire Purchase Agreement in exchange for $1.5 million , and in a series of transactions between March 25, 2020 and May 12, 2020, we sold 41,853,345 shares of our common stock to Aspire Capital under the 2020 Aspire Purchase Agreement (defined below) in exchange for $30.0 million . Our Amended and Restated Certificate of Incorporation authorizes us to issue up to 100,000,000 shares of our common stock, of which 99,354,052 shares were outstanding as of May 26, 2020 . In addition, as of May 26, 2020 , we had outstanding stock options allowing for the purchase of as many as approximately 10.3 million shares of common stock and we had outstanding warrants to purchase 6,641,558 shares of common stock. If all of our outstanding stock options and warrants were exercised, the total number of shares of our common stock that we would be required to issue would greatly exceed the number of our remaining authorized but unissued shares of common stock. As a result of such potential shortfall in the number of our authorized shares of common stock, we will have insufficient shares of common stock available to issue in connection with the exercise of our outstanding stock options and warrants or any future equity financing transaction we may seek to undertake. Accordingly, we intend to seek approval of an increase in the number of our authorized shares of common stock at our 2020 annual meeting of stockholders. New Common Stock Purchase Agreement On March 3, 2020, we entered into a common stock purchase agreement (the “2020 Aspire Purchase Agreement”) with Aspire Capital which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Aspire Capital to purchase up to an aggregate of $30.0 million of shares of our common stock over the 30 -month term of the 2020 Aspire Purchase Agreement. The 2020 Aspire Purchase Agreement replaced the 2019 Aspire Purchase Agreement, which terminated under the terms of the 2020 Aspire Purchase Agreement. In consideration for entering into the 2020 Aspire Purchase Agreement, we have issued to Aspire Capital 2,374,545 shares of our common stock. Under the 2020 Aspire Purchase Agreement, on any trading day selected by us over the 30 -month term of the 2020 Aspire Purchase Agreement, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a “2020 Purchase Notice”) directing Aspire Capital to purchase up to 250,000 shares of our common stock per trading day, up to an aggregate of $30.0 million of our common stock, at a per share price equal to the lesser of (i) the lowest sale price of our common stock on the purchase date or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive trading days ending on the trading day immediately preceding the purchase date. The aggregate purchase price payable by Aspire Capital on any one purchase date may not exceed $500,000 , unless otherwise mutually agreed. The parties may mutually agree to increase the number of shares of our common stock that may be purchased per trading day pursuant to the terms of the 2020 Aspire Purchase Agreement to an additional 2,000,000 shares. In addition, on any trading day on which we submit a 2020 Purchase Notice to Aspire Capital to purchase at least 250,000 shares, we also have the right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “2020 VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of our common stock equal to up to 30% of the aggregate shares of our common stock traded on the next trading day (the “2020 VWAP Purchase Date”), subject to a maximum number of shares we may determine, and a minimum purchase price threshold equal to the greater of (i) 80% of the closing price of our common stock on the trading day immediately preceding the 2020 VWAP Purchase Date or (ii) a higher price that may be determined by us. The purchase price per share pursuant to such 2020 VWAP Purchase Notice will be equal to the lesser of (i) the closing sale price of our common stock on the 2020 VWAP Purchase Date, or (ii) 97% of the volume-weighted average price for our common stock traded on its principal market on the 2020 VWAP Purchase Date. We may deliver multiple 2020 Purchase Notices and 2020 VWAP Purchase Notices to Aspire Capital from time to time during the term of the 2020 Aspire Purchase Agreement, so long as the most recent purchase has been completed. In addition, Aspire Capital will not be required to buy any shares of our common stock pursuant to a 2020 Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.25 . There are no trading volume requirements or restrictions under the 2020 Aspire Purchase Agreement, and we will control the timing and amount of sales of our common stock to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as directed by us in accordance with the 2020 Aspire Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the 2020 Aspire Purchase Agreement. The 2020 Aspire Purchase Agreement may be terminated by us at any time, at our discretion, without any cost to us. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the 2020 Aspire Purchase Agreement. The 2020 Aspire Purchase Agreement provides that the total number of shares that may be issued pursuant to such agreement is limited to 11,007,726 shares (the “2020 Exchange Cap”), or 19.99% of our shares of common stock outstanding as of the date of the 2020 Aspire Purchase Agreement, unless stockholder approval is obtained in accordance with the rules of the Nasdaq Stock Market. If stockholder approval is not obtained, such limitation will not apply after the 2020 Exchange Cap is reached if at all times thereafter the average purchase price paid for all shares issued under the 2020 Aspire Purchase Agreement is equal to or greater than $0.4879 per share. The 2020 Aspire Purchase Agreement also provides that at no time will Aspire Capital (together with its affiliates) beneficially own more than 19.99% of our outstanding shares of common stock. Concurrently with entering into the 2020 Aspire Purchase Agreement, we also entered into a registration rights agreement with Aspire Capital (the “Registration Rights Agreement”), in which we agreed to file with the Securities and Exchange Commission (the “SEC”) one or more registration statements, as necessary, and to the extent permissible and subject to certain exceptions, to register under the Securities Act of 1933, as amended, for the sale of the shares of our common stock that have been and may be issued to Aspire Capital under the 2020 Aspire Purchase Agreement. We expect to file with the SEC a prospectus supplement to our effective shelf Registration Statement on Form S-3 (File No. 333-225448) registering all of the shares of common stock that may be offered to Aspire Capital from time to time. On April 9, 2020, we entered into a First Amendment to the 2020 Aspire Purchase Agreement (the “Aspire Amendment”), which amends the 2020 Aspire Purchase Agreement to provide that (i) we may issue up to an additional 13,220,164 shares (the “New 2020 Exchange Cap”), or 19.99% of our shares of common stock outstanding as of the date of the Aspire Amendment, pursuant to the 2020 Aspire Purchase Agreement following the effective date of the Aspire Amendment, unless stockholder approval is obtained in accordance with the rules of the Nasdaq Stock Market, (ii) if stockholder approval is not obtained, such limitation will not apply after the New 2020 Exchange Cap is reached if at all times thereafter the average purchase price paid for all shares issued under the 2020 Aspire Purchase Agreement following the effective date of the Aspire Amendment is equal to or greater than $0.3950 per share, (iii) we have the right, in our sole discretion, to present Aspire Capital with a 2020 Purchase Notice directing Aspire Capital to purchase up to 500,000 shares of our common stock per trading day, (iv) the aggregate purchase price payable by Aspire Capital on any one purchase date may not exceed $1,000,000 , unless otherwise mutually agreed, (v) on any trading day on which we submit a purchase notice to Aspire Capital to purchase at least 500,000 shares of common stock, we also have the right, in our sole discretion, to present Aspire Capital with a 2020 VWAP Purchase Notice directing Aspire Capital to purchase an amount of our common stock equal to up to 30% of the aggregate shares of our common stock traded on the next trading day, (vi) the purchase price per share pursuant to such 2020 VWAP Purchase Notice will be equal to the lesser of (A) the closing sale price of our common stock on the 2020 VWAP Purchase Date, or (B) 95% of the volume-weighted average price for our common stock traded on its principal market on the 2020 VWAP Purchase Date, and (vii) Aspire Capital will not be required to buy any shares of our common stock pursuant to a 2020 Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.15 . Termination of Lease and Related Landlord Actions Since approximately July 2019, we have not been able to pay our obligations under the office lease for our former office located at 3960 Howard Hughes Parkway, and as of December 31, 2019, we owed $0.8 million of rent to our landlord. On March 5, 2020, the landlord exercised its right to terminate the lease as of such date as a result of the ongoing payment default. On April 9, 2020, the landlord filed suit against us in Nevada to recover the approximately $1.1 million of rent owed plus damages resulting from the early termination of the lease. Because we were in default of the lease as of December 31, 2019, we determined that our potential liability to the landlord for damages resulting from the early termination should be recorded in the year ended December 31, 2019. Based on calculations stipulated by the lease, we estimated the increase to rent expense and to the current portion of our operating lease liability, net of security deposit of $0.3 million , was approximately $1.5 million ; this amount is subject to change based upon future events. We have leased new office space under a lease that is not material to our consolidated financial statements. Lender Actions and Repayment of Debt On January 8, 2020, we received a notice from MGG that, as a result of certain continuing defaults under the Financing Agreement, the Lenders had exercised their right under the Financing Agreement to replace the single-member board of directors of our wholly-owned subsidiary that holds our investment (described in Note 6 ) in Sharecare with a person of their choosing. On March 16, 2020, we received a notice of acceleration from MGG, in which MGG declared that the entire unpaid principal of and any accrued and unpaid interest on the Loan, and all fees and other amounts payable under the Financing Agreement, are immediately due and payable and demanded that all such amounts be paid immediately to MGG. On March 16, 2020, MGG filed a Summons with Notice against us in the Supreme Court of the State of New York, County of New York, alleging a claim for breach of contract under the Financing Agreement. On May 28, 2020, we repaid in full all outstanding obligations under, and terminated, the Financing Agreement. As a result, we believe that there are no grounds for MGG’s lawsuit against us to continue. On the same date, and concurrently with repaying all outstanding obligations under the Financing Agreement, we agreed to reduce by $0.30 per share the exercise price of the CBG Financing Warrants to purchase 6,601,558 shares of our common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation We include all of our subsidiaries, which include four VIEs for which we are the primary beneficiary, in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. To comply with China’s laws which restrict foreign ownership of entities that operate within industries deemed sensitive by the Chinese government, we employ what we believe is a commonly-used organizational structure consisting of a wholly-foreign owned enterprise (“WFOE”) and the VIEs to operate our KanKan business. We own 100% of the equity of the WFOE, while the VIEs are companies formed in China under local laws which are owned by members of our management team. We funded the registered capital and operating expenses of the VIEs by extending loans to the VIEs’ owners. We are the primary beneficiary of the VIEs because the relationships between the VIEs and our WFOE are governed by contractual agreements, including in each case an Exclusive Call Option Agreement, an Exclusive Business Cooperation Agreement, a Proxy Agreement and an Equity Pledge Agreement, which give us control over the operations of the VIEs. We use the fair value method to account for equity investments in which we cannot exercise significant influence over the investee, such as with our investment in Sharecare, Inc. (“Sharecare”). With regard to our investment in Sharecare, GAAP allows us to continue to carry our investment at cost less impairment until such time as an observable price change in the underlying security occurs. Any gains or losses resulting from a change in fair value are recorded to the statement of operations. We use the equity method for equity investments in which we can exercise significant influence over the investee, such as our investment in Beijing All-in-one Cloud Net Technology, Co. Ltd. (“AIO”) (see Note 6 for information on our investments in unconsolidated affiliates). |
Use of Estimates | Use of Estimates We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, the fair value of the warrant liability, income taxes, inventory reserve and purchase price allocation, among other items. |
Leases | Leases We adopted Accounting Standards Codification Topic 842, Leases (“ASC 842”), as of January 1, 2019. When adopting ASC 842 we elected several practical expedients permitted under the transition guidance within ASC 842, which, among other things, allowed us to carry forward the historical lease classification and to avoid recording leases that had expired prior to the date of adoption. We also elected to combine the lease and non-lease components of our leases for office space (which represent the largest portion of our operating lease assets and liabilities) and not to record leases with initial terms of 12 months or less (short-term leases) on the balance sheet. We amortize the cost of short-term leases on a straight-line basis over the lease term. As of January 1, 2019, our adoption of ASC 842 added $4.9 million of operating lease assets, $1.1 million of current operating lease liabilities (reported in Accrued expense and other current liabilities) and $5.7 million of long-term operating lease liabilities to our balance sheet, and it removed $3.3 million of previously-recorded deferred rent and early lease termination liabilities; it had no effect on consolidated net loss or consolidated cash flows |
Revenue Recognition | Revenue Recognition Data Platform Services We generate revenue by developing AI products and fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI solutions, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have one performance obligation to provide a fully-integrated AI solution to our customer and we recognize revenue at the point in time when the completed solution is delivered to, tested by and accepted by our customer. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due. Accordingly, we recognize revenue only when we have transferred control of the goods or services and consideration received from the customer is nonrefundable. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects delivered by our Technology and Data Intelligence segment. We record the incremental costs of obtaining contracts as an expense when incurred, because such costs would otherwise be amortized over a period of less than one year if capitalized. Advertising and Other We did not generate advertising revenue from continuing operations during 2019, but we did generate revenue from other sources, such as from e-commerce activity in which we sell goods to our customers, or media production which involves the production of video or Internet-based content for our customers. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less. |
Share-Based Compensation | Share-Based Compensation For grants of restricted stock or restricted stock units, we measure fair value using the closing price of our stock on the measurement date, while we use the Black-Scholes-Merton option pricing model (the “BSM Model”) to estimate the fair value of stock options and similar instruments awarded. The BSM Model requires the following inputs: • Expected volatility of our stock price. We analyze the historical volatility of our stock price utilizing daily stock price returns, and we also review the stock price volatility of certain peers. Using the information developed from such analysis and our judgment, we estimate how volatile our stock price will be over the period we expect the stock options will remain outstanding. • Risk-free interest rate. We estimate the risk-free interest rate using data from the Federal Reserve Treasury Constant Maturity Instruments H.15 Release (a table of rates downloaded from the Federal Reserve website) as of the valuation date for a security with a remaining term that approximates the period over which we expect the stock options will remain outstanding. • Stock price, exercise price and expected term. We use an estimate of the fair value of our common stock on the measurement date, the exercise price of the option, and the period over which we expect the stock options will remain outstanding. We measure compensation expense as of the grant date for granted equity-classified instruments and as of the settlement date for granted liability-classified instruments (meaning that we re-measure compensation expense at each balance sheet date until the settlement date occurs). Once we measure compensation expense, we recognize it over the requisite service period (generally the vesting period) of the grant, net of forfeitures as they occur. |
Concentration of Credit Risk | Concentrations of Credit Risk We maintain most of our cash, approximately 80% of which is denominated in U.S. dollars, at two financial institutions. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000; however, at times, cash balances may exceed the FDIC-insured limit. As of December 31, 2019, we did not have any significant concentrations of credit risk, as our cash balance did not exceed the FDIC-insured limit. Cash held by our non-U.S. subsidiaries is subject to foreign currency fluctuations against the U.S. dollar, although such risk is somewhat mitigated because we transfer U.S. funds to China to fund local operations. If, however, the U.S. dollar is devalued significantly against the Chinese currency, our cost to further develop our business in China could exceed original estimates. |
Accounts Receivable | Accounts Receivable We regularly evaluate the collectability of trade receivable balances based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If we determine that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific reserve for bad debt will be recorded to reduce the related receivable to the amount expected to be recovered. |
Cash and Cash Equivalents | Cash and Cash Equivalents Our cash and cash equivalents include demand deposits with financial institutions and short-term, highly-liquid instruments with original maturities of three months or less when purchased. The carrying value of the deposits and instruments approximates their fair value due to their short-term maturities. |
Income Taxes | Income Taxes We recognize deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) to account for the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets, using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. Any effect on DTAs or DTLs resulting from a change in enacted tax rates is included in income during the period that includes the enactment date. We reduce the carrying amounts of DTAs by a valuation allowance if, based upon all available evidence (both positive and negative), we determine that it is more likely than not that such DTAs will not be realizable. Such assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, our forecasts of future profitability, tax planning strategies, the duration of statutory carryforward periods, and our experience with the utilization of operating loss and tax credit carryforwards before expiration. We apply a recognition threshold and measurement attribute related to uncertain tax positions taken or expected to be taken on our tax returns. We recognize a tax benefit for financial reporting of an uncertain income tax position when it has a greater than 50% likelihood of being sustained upon examination by the taxing authorities. We measure the tax benefit of an uncertain tax position based on the largest benefit that has a greater than 50% likelihood of being ultimately realized, including evaluation of settlements. |
Inventory | Inventory We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value in the line item Prepaid expense and other current assets. |
Property, Equipment and Software | Property, Equipment and Software We state property and equipment at cost and depreciate such assets using the straight-line method over the estimated useful lives of each asset category. For leasehold improvements, we determine amortization using the straight-line method over the shorter of the lease term or estimated useful life of the asset. We expense repairs and maintenance costs as incurred, while capitalizing betterments and capital improvements and depreciating such costs over the remaining useful life of the related asset. We capitalize qualifying costs of computer software and website development that we incur during the application development stage, as well as the cost of upgrades and enhancements that result in additional functionality, and we amortize such costs using the straight-line method over a period of three years , the expected period of the benefit. |
Commitments and Contingencies | Commitments and Contingencies We record a liability for a loss contingency when we determine that it is probable that we have incurred such liability and we can reasonably estimate the amount. |
Impairments, Long-Lived Assets Other Than Indefinite-Lived Intangible Assets | Long-Lived Assets Other Than Indefinite-Lived Intangible Assets When events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we evaluate long-lived assets for potential impairment, basing our testing method upon whether the assets are held for sale or held for use. For assets classified as held for sale, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets held and used, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying value of the asset, we recognize an impairment loss for the difference between the carrying value of the asset and its fair value. |
Impairments, Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets In the fourth quarter of each fiscal year, we test indefinite-lived intangible assets for impairment. When testing for impairment, we first evaluate qualitative factors to determine whether events and circumstances indicate that, more likely than not, an indefinite-lived intangible asset is impaired. If, after evaluating the totality of events and circumstances and their potential effect on significant inputs to the fair value determination, we determine that, more likely than not, an indefinite-lived intangible asset is impaired, we then quantitatively test for impairment. |
Impairments, Investments | Investment We routinely perform an assessment of our investments in Sharecare and in AIO to determine if they are other-than-temporarily impaired. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized cost of that investment. As part of our assessment process, we determine whether the impairment is temporary or other-than-temporary. We base our assessment on both quantitative criteria and qualitative information, considering a number of factors including, but not limited to how long the security has been impaired, the amount of the impairment, the financial condition and near-term prospects of the issuer, whether the issuer is current on contractually-obligated interest and principal payments, key corporate events pertaining to the issuer and whether the market decline was affected by macroeconomic conditions. If we determine that an investment has incurred an other-than-temporary impairment, we permanently reduce the cost of the equity security to fair value and recognize an impairment charge in our consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows: • Level 1 – Valuations based on quoted prices in active markets for identical assets and liabilities; • Level 2 – Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and • Level 3 – Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable. The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available. |
Liabilities Related to Warrants Issued | Liabilities Related to Warrants Issued We record certain common stock warrants we issued (see Note 4 for more detailed information) at fair value and recognize the change in the fair value of such warrants as a gain or loss which we report in the Other income (expense) section in our consolidated statement of operations. We report some of the warrants that we record at fair value as liabilities because they contain certain provisions allowing for reduction of their exercise price, while others are recorded as liabilities because they contain a conditional promise to issue a variable number of our common stock shares upon the warrants’ expiration, and the monetary amount of such obligation was fixed at the inception of the contract. We estimate the fair value of the warrants using the Monte Carlo Simulation method. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses instead of incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. We are currently assessing the impact of adopting this new accounting standard on our consolidated financial statements and related disclosures. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted, except as noted above for leases, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents a disaggregation of our revenue by major category for the year ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, Revenue category 2019 2018 Data platform services: AI-based products and services 3,595 4,292 FinTech services — 3,738 Advertising and other 1,425 2,023 Revenue $ 5,020 $ 10,053 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Quantitative Inputs | The following table presents the quantitative inputs, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: December 31, 2019 2018 CBG Financing Warrants Expected volatility 85.00 % 70.00 % Risk-free interest rate 1.60 % 2.52 % Expected remaining term (years) 0.73 1.73 CBG Acquisition Warrants Expected volatility 75.00 % 70.00 % Risk-free interest rate 1.65 % 2.46 % Expected remaining term (years) 3.72 4.72 |
Summary of Change in Liability Balance Associated with Liability-Classified Warrants | The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Year Ended December 31, 2019 2018 Balance at beginning of period $ 1,383 $ 89,169 Warrant exercises — (59,907 ) Increase (decrease) in fair value (1,268 ) (27,879 ) Balance at end of period $ 115 $ 1,383 |
Summary of Change in Balance of Liability Associated with Earnout Payments | The following table presents the change during the years ended December 31, 2019 and 2018 in the balance of the liability associated with the Earnout Payments (in thousands): December 31, 2019 2018 Balance at beginning of period $ 990 $ 1,930 Payments (8 ) (1,000 ) Change in fair value of contingent consideration 10 60 Interest accrued on unpaid balance 94 — Balance at end of period $ 1,086 $ 990 |
TRADE ACCOUNTS RECEIVABLE (Tabl
TRADE ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Year Ended December 31, 2019 2018 Gross accounts receivable balance $ 4,171 $ 5,891 Allowance for bad debt (2,207 ) (129 ) Accounts receivable, net $ 1,964 $ 5,762 |
PREPAID EXPENSE AND OTHER CUR_2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Components of Prepaid Expense and Other Current Assets | The following table presents the components of prepaid expense and other current assets (in thousands): December 31, 2019 2018 Other receivables $ 3,712 $ 4,607 Prepaid expense 633 1,076 Deposits 7 1,395 Inventory, net — 587 Other current assets 271 242 Total $ 4,623 $ 7,907 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands, except estimated lives): December 31, Estimated Life 2019 2018 Computers and equipment 3 989 1,004 Furniture and fixtures 3 23 20 Software 3 4,896 4,918 Software development in progress — 924 Leasehold improvements 10 114 310 Total property, equipment and software $ 6,022 $ 7,176 Less accumulated depreciation and amortization (5,681 ) (5,101 ) Total property, equipment and software, net $ 341 $ 2,075 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Expense, Net of Sublease Income | The following table presents the detail of our lease expense, net of sublease income, which is reported in General and administrative expense for the year ended December 31, 2019 (in thousands): Operating lease expense $ 3,678 Short-term lease expense 301 Less: Sublease income (162 ) Lease expense, net $ 3,817 |
Maturity of Lease Liabilities | The following table presents information regarding the maturities of our undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in our December 31, 2019 Consolidated Balance Sheet (in thousands). Operating lease liabilities maturing during the next: One year $ 3,569 Two years 1,853 Three years 1,743 Four years 1,793 Five years 301 Thereafter — Total undiscounted cash flows $ 9,259 Present value of cash flows $ 7,527 Lease liabilities on balance sheet: Short-term $ 2,877 Long-term 4,650 Total lease liabilities $ 7,527 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Finite-lived Intangible Assets | The following table summarizes intangible assets by category (in thousands): December 31, 2019 December 31, 2018 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,256 $ (874 ) $ 382 $ 1,256 $ (801 ) $ 455 Media content and broadcast rights — — — 1,350 (923 ) 427 Other intangible assets 68 (68 ) — 68 (68 ) — $ 1,324 $ (942 ) $ 382 $ 2,674 $ (1,792 ) $ 882 Indefinite-lived intangible assets License to operate in China 127 127 128 128 Total intangible assets $ 1,451 $ 509 $ 2,802 $ 1,010 |
Summary of Indefinite-lived Intangible Assets | The following table summarizes intangible assets by category (in thousands): December 31, 2019 December 31, 2018 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 1,256 $ (874 ) $ 382 $ 1,256 $ (801 ) $ 455 Media content and broadcast rights — — — 1,350 (923 ) 427 Other intangible assets 68 (68 ) — 68 (68 ) — $ 1,324 $ (942 ) $ 382 $ 2,674 $ (1,792 ) $ 882 Indefinite-lived intangible assets License to operate in China 127 127 128 128 Total intangible assets $ 1,451 $ 509 $ 2,802 $ 1,010 |
Summary of Aggregate Amortization Expense Related to Finite-lived Intangible Assets | The following table presents the aggregate amortization expense related to finite-lived intangible assets for the next five years (in thousands): For the year ending December 31: Amount 2020 $ 73 2021 73 2022 73 2023 73 Thereafter 90 |
Summary of Changes in Goodwill | The following table summarizes the changes in goodwill during the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Corporate Entity and Other Business Units Total Balance at beginning of period $ 1,585 $ 1,585 Impairment of goodwill (1,585 ) (1,585 ) Balance at end of period $ — $ — |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The following table presents the components of our provision for income taxes for the year ended December 31, 2019 , and 2018 , in thousands: Year Ended December 31, 2019 2018 Current Foreign $ — $ (140 ) Deferred Federal — — Income tax provision as reported $ — $ (140 ) |
Reconciliation Between Income Tax Benefit Computed by Applying Federal Statutory Rate and Actual Income Tax Expense | The following table presents a reconciliation between the income tax benefit computed by applying the federal statutory rate and our actual income tax expense: Year Ended December 31, 2019 2018 Income tax benefit at federal statutory rate $ (4,831 ) $ (3,928 ) Change in deferred tax asset valuation allowance 2,561 11,595 Tax impact of warrants (266 ) (5,855 ) Tax effects of: Statutory differences 942 — R&D expense (236 ) — Foreign tax rates different than U.S. federal statutory rate (350 ) (470 ) Other permanent items 6 78 Deferred adjustments 1,716 (1,369 ) Other 458 (191 ) Income tax provision (benefit) as reported $ — $ (140 ) |
Loss Before Income Tax Attributable to Domestic and Foreign Operations | The following table presents loss before income tax attributable to domestic and to foreign operations (in thousands): Year Ended December 31, 2019 2018 Domestic $ (14,266 ) $ (6,945 ) Foreign (8,738 ) (11,760 ) Loss before income taxes $ (23,004 ) $ (18,705 ) |
Components of Deferred Tax Assets and Liabilities | The following table presents the components of our DTAs and DTLs (in thousands): December 31, 2019 2018 Deferred Tax Assets Net operating loss carryforwards $ 38,008 $ 36,090 Deferred income and reserves — 332 Amortization of intangibles 2,535 2,881 Share-based compensation expense 6,929 7,276 Other 4,000 1,908 Gross deferred tax assets $ 51,472 $ 48,487 Valuation allowance (51,455 ) (48,487 ) Deferred tax assets, net of valuation allowance $ 17 $ — Deferred Tax Liabilities Depreciation of fixed assets (17 ) — Gross deferred tax liabilities (17 ) — Net deferred tax liability $ — $ — |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents debt as of (in thousands): December 31, 2019 2018 Loan due May 2020 $ 12,025 $ 35,500 Unamortized original issue discount — (1,418 ) Unamortized debt issuance cost — (18 ) Carrying value of Loan 12,025 34,064 Exit fee payable in relation to Loan — 1,250 Total long-term debt $ 12,025 $ 35,314 Less: current portion (12,025 ) (35,314 ) Long-term debt, less current portion and net of debt issuance cost $ — $ — |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Components of Other Liabilities | he following table presents the components of other liabilities (in thousands) at December 31, 2018: Deferred rent $ 1,583 Accrued early lease termination liability 1,137 Deferred tax liability 214 Total $ 2,934 |
STOCKHOLDERS' EQUITY, STOCK-B_2
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Summary of Fair Value of Stock Option Awards | We estimate the fair value of stock option awards using the BSM Model. During the periods noted, we applied the following weighted-average assumptions: Year Ended December 31, 2019 2018 Expected term in years 6.0 6.0 Expected volatility 70 % 60 % Expected dividends — % — % Risk-free interest rate 1.86 % 2.37 % |
Summary of Activity Under Equity Incentive Plans Related to Equity-Classified Stock Option Grants | The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of December 31, 2019 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2019 10,874,849 $ 4.36 Granted 805,250 0.73 Exercised (2,250 ) 1.99 Forfeited, cancelled or expired (1,318,770 ) 3.37 Outstanding at December 31, 2019 10,359,079 $ 4.20 6.8 $ — Exercisable at December 31, 2019 9,748,892 $ 4.42 6.6 $ — The following table summarizes activity related to the liability-classified China Cash Bonuses as of December 31, 2019 , and changes during the twelve months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2019 1,464,750 $ 5.60 Granted 152,000 1.56 Forfeited, cancelled or expired (518,000 ) 5.11 Outstanding at December 31, 2019 1,098,750 $ 5.21 6.4 $ — Exercisable at December 31, 2019 911,500 $ 5.20 6.0 $ — |
Summary of Non-vested Stock Options | The following table summarizes the status of non-vested stock options as of December 31, 2019 , and changes during the year then ended: Shares Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2019 244,625 $ 439 Granted 805,250 335 Vested (408,313 ) 464 Forfeited (31,375 ) 68 Non-vested at December 31, 2019 610,187 $ 241 |
Summary of Share-based Compensation Cost | The following table presents a breakdown of share-based compensation cost included in operating expense for continuing operations and for discontinued operations (in thousands): Year Ended December 31, 2019 2018 Stock options $ 425 $ 13,494 China Cash Bonuses (106 ) (546 ) Restricted stock — — Total $ 319 $ 12,948 We record share-based compensation expense in the books of the subsidiary that incurs the expense, while for equity-classified stock options we record the change in additional paid-in capital on the corporate entity because the corporate entity’s equity underlies such stock options. The following table presents information regarding unrecognized share-based compensation cost associated with stock options and China Cash Bonuses: December 31, 2019 Unrecognized share-based compensation cost for non-vested awards (in thousands): Stock options 191 China Cash Bonuses 5 Weighted-average years over which unrecognized share-based compensation expense will be recognized: Stock options 1.1 China Cash Bonuses 0.2 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents certain financial information regarding our business segments and other entities for the years ended December 31, 2019 and 2018 (in thousands): Technology & Data Intelligence Corporate Entity and Other Consolidated Year Ended December 31, 2019 Revenue $ 3,595 $ 1,425 $ 5,020 Adjusted EBITDA $ (6,821 ) $ (11,814 ) $ (18,635 ) Year Ended December 31, 2018 Revenue $ 8,030 $ 2,023 $ 10,053 Adjusted EBITDA $ (11,061 ) $ (15,563 ) $ (26,624 ) The following table reconciles Adjusted EBITDA to Loss before income taxes (in thousands): Year Ended December 31, 2019 2018 Adjusted EBITDA $ (18,635 ) $ (26,624 ) Depreciation and amortization (982 ) (2,089 ) Impairments (2,522 ) (2,209 ) Share-based compensation expense (257 ) (12,425 ) Other expense (income), net (530 ) (267 ) Other loss (gain) 172 (886 ) Operating loss $ (22,754 ) $ (44,500 ) Other income (expense) Interest expense (1,876 ) (3,237 ) Other income (expense), net 530 267 Change in fair value of warrant liability 1,268 27,879 Other gain (loss), net (172 ) 886 Total other income (expense), net $ (250 ) $ 25,795 Loss from continuing operations before income taxes $ (23,004 ) $ (18,705 ) The following table presents total assets for our segments (in thousands): December 31, 2019 2018 Technology and data intelligence segment 7,450 15,563 Corporate entity and other business units 7,377 5,156 Consolidated $ 14,827 $ 20,719 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Carrying Amounts of Major Classes of Assets and Liabilities and Pretax Profit or Loss Associated with Disposed Travel and Entertainment Segment | The following table presents the carrying amounts of the major classes of assets and liabilities associated with the disposed Travel and Entertainment segment (in thousands): May 15, 2019 December 31, 2018 Cash and cash equivalents (including restricted cash) $ 18,011 $ 24,138 Other current assets 4,753 4,828 Current assets $ 22,764 $ 28,966 Property and equipment, net 7,331 8,495 Goodwill and other intangibles, net 28,977 35,434 Other assets 1,856 194 Total assets $ 60,928 $ 73,089 Accounts payable, accrued expense and other current liabilities $ 22,749 $ 33,053 Deferred merchant booking 7,358 4,664 Contract liability 5,381 3,931 Current liabilities $ 35,488 $ 41,648 Other liabilities 1,938 34 Total liabilities $ 37,426 $ 41,682 The following table presents the major classes of line items constituting the pretax profit or loss of the disposed Travel and Entertainment segment (in thousands): January 1, 2019 through May 15, 2019 Year Ended December 31, 2018 Revenue $ 27,432 $ 69,057 Cost of revenue (excluding depreciation and amortization) 4,016 11,725 Selling, general and administrative 18,383 38,906 Technology and development 3,280 8,939 Depreciation, amortization and impairments 8,007 8,786 Other operating expense 384 954 Other expense (income) and loss (gain), net (3,814 ) 3,267 Loss from discontinued operations before income taxes (2,824 ) (3,520 ) Benefit from income taxes 214 527 Loss from discontinued operations $ (2,610 ) $ (2,993 ) |
ORGANIZATION, BUSINESS AND OT_2
ORGANIZATION, BUSINESS AND OTHER ITEMS (Details) - USD ($) | Mar. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 15, 2019 | Sep. 20, 2016 | Sep. 24, 2015 |
Description of Business [Line Items] | ||||||
Accumulated deficit | $ 346,827,000 | $ 321,213,000 | ||||
Net cash used in operating activities | 12,629,000 | 21,883,000 | ||||
Cash and cash equivalents | 272,000 | 1,410,000 | ||||
Negative working capital | 30,900,000 | |||||
Common Stock | ||||||
Description of Business [Line Items] | ||||||
Common stock issuances | 10,800,000 | |||||
Loans Payable | ||||||
Description of Business [Line Items] | ||||||
Original principal amount | $ 35,500,000 | $ 27,500,000 | ||||
Debt outstanding | $ 12,025,000 | $ 35,500,000 | ||||
Loans Payable | Financing Agreement | ||||||
Description of Business [Line Items] | ||||||
Debt outstanding | $ 10,000,000 | |||||
Aspire Capital Fund, LLC | ||||||
Description of Business [Line Items] | ||||||
Shares issued (in shares) | 11,999,597 | |||||
Private Placement | Aspire Capital Fund, LLC | ||||||
Description of Business [Line Items] | ||||||
Shares authorized for purchase | $ 30,000,000 | |||||
Shares issued (in shares) | 629,370 | 4,129,370 | ||||
Private Placement | Aspire Capital Fund, LLC | Common Stock | ||||||
Description of Business [Line Items] | ||||||
Period of purchase | 30 months | |||||
Discontinued Operations, Disposed of by Sale | Vegas.com LLC | ||||||
Description of Business [Line Items] | ||||||
Aggregate purchase price | $ 30,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018entity | Dec. 31, 2019USD ($)financial_institutionentity | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | |
Concentration Risk [Line Items] | ||||
Number of consolidated VIEs | entity | 1 | 4 | ||
Operating lease asset | $ 4,359,000 | |||
Operating lease liabilities, long-term | $ 4,650,000 | |||
Term of contract | 1 year | |||
Investments, other than temporary impairment | $ 0 | $ 0 | ||
Software Development Costs | ||||
Concentration Risk [Line Items] | ||||
Estimated useful life | 3 years | |||
Cash Concentration Risk | Cash | ||||
Concentration Risk [Line Items] | ||||
Percentage of cash | 80.00% | |||
Number of financial institutions | financial_institution | 2 | |||
Advertising and Other | ||||
Concentration Risk [Line Items] | ||||
Performance period for substantially all obligations | 1 year | |||
Accounting Standards Update 2016-02 | ||||
Concentration Risk [Line Items] | ||||
Operating lease asset | $ 4,900,000 | |||
Short-term | 1,100,000 | |||
Operating lease liabilities, long-term | 5,700,000 | |||
Deferred rent and early lease termination liabilities | $ (3,300,000) | |||
KanKan | ||||
Concentration Risk [Line Items] | ||||
Term of contract | 1 year |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018USD ($)agreement | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Term of contract | 1 year | ||
Revenue | $ 5,020 | $ 10,053 | |
Revenue recognized | 300 | ||
Cost of revenue | 3,514 | 12,903 | |
Revenue not yet recognized | $ 5,762 | 1,964 | 5,762 |
Liability for amounts payable | $ 16,812 | 14,326 | 16,812 |
AI-based products and services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 3,595 | 4,292 | |
FinTech services | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 0 | 3,738 | |
Advertising and other | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | 1,425 | 2,023 | |
AI Solutions | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue | $ 1,100 | ||
Number of contracts completed | agreement | 2 | ||
Cost of revenue | $ 4,000 | ||
Revenue not yet recognized | 4,600 | 4,600 | |
Liability for amounts payable | $ 4,600 | $ 4,600 |
FAIR VALUE MEASUREMENTS - Summ
FAIR VALUE MEASUREMENTS - Summary of Quantitative Inputs (Details) - Fair Value, Inputs, Level 3 - China Branding Group Limited | Dec. 31, 2019 | Dec. 31, 2018 |
Expected volatility | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.8500 | 0.7000 |
Expected volatility | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.7500 | 0.7000 |
Risk-free interest rate | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0160 | 0.0252 |
Risk-free interest rate | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0165 | 0.0246 |
Expected remaining term (years) | CBG Financing Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected remaining term (years) | 8 months 23 days | 1 year 8 months 23 days |
Expected remaining term (years) | CBG Acquisition Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected remaining term (years) | 3 years 8 months 19 days | 4 years 8 months 19 days |
FAIR VALUE MEASUREMENTS - Su_2
FAIR VALUE MEASUREMENTS - Summary of Change in Liability Balance Associated with Liability-Classified Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrant Liability | ||
Change in the Fair Value of Warrants | ||
Balance at beginning of period | $ 1,383 | $ 89,169 |
Warrant exercises | 0 | (59,907) |
Increase (decrease) in fair value | (1,268) | (27,879) |
Balance at end of period | 115 | 1,383 |
Vegas.com LLC | Earnout Payment Liabilities | ||
Contingent Consideration | ||
Balance at beginning of period | 990 | 1,930 |
Payments | (8) | (1,000) |
Change in fair value of contingent consideration | 10 | 60 |
Interest accrued on unpaid balance | 94 | 0 |
Balance at end of period | $ 1,086 | $ 990 |
FAIR VALUE MEASUREMENTS - Narr
FAIR VALUE MEASUREMENTS - Narrative (Details) | Jan. 10, 2018$ / sharesshares | Jan. 08, 2018shares | Dec. 31, 2019future_event |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated future equity financing events | future_event | 1 | ||
Stock price trigger (usd per share) | $ / shares | $ 14 | ||
Former Owner of Vegas.com | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Securities exercised (in shares) | 2,416,996 | ||
Common stock issued in settlement of warrants (in shares) | 2,236,915 | 750,102 | |
Number of shares represented by warrants exercised (in shares) | 6,184,414 | ||
Lender | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Common stock issued in settlement of warrants (in shares) | 1,385,396 | ||
Number of shares represented by warrants exercised (in shares) | 3,117,148 |
TRADE ACCOUNTS RECEIVABLE (Deta
TRADE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross accounts receivable balance | $ 4,171 | $ 5,891 |
Allowance for bad debt | (2,207) | (129) |
Accounts receivable, net | $ 1,964 | $ 5,762 |
AI-based Products and Services | Product Concentration Risk | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of gross trade receivables | 66.00% |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2018USD ($)entity | Dec. 31, 2019USD ($)entity | Dec. 31, 2018USD ($) | |
Noncontrolling Interest [Line Items] | |||
Number of consolidated VIEs | entity | 1 | 4 | |
Payments to acquire investment | $ 0 | $ 480 | |
Sharecare | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage in unconsolidated affiliate | 5.00% | ||
All-in-one Cloud Net Technology, Co | |||
Noncontrolling Interest [Line Items] | |||
Percentage of investment acquired | 20.00% | ||
Payments to acquire investment | $ 1,000 |
PREPAID EXPENSE AND OTHER CUR_3
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Prepaid Expense and Other Current Assets | ||
Other receivables | $ 3,712 | $ 4,607 |
Prepaid expense | 633 | 1,076 |
Deposits | 7 | 1,395 |
Inventory, net | 0 | 587 |
Other current assets | 271 | 242 |
Total | 4,623 | $ 7,907 |
Impairment on security deposit | $ 1,300 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | $ 6,022 | $ 7,176 |
Less accumulated depreciation and amortization | (5,681) | (5,101) |
Total property, equipment and software, net | 341 | 2,075 |
Depreciation and amortization | $ 700 | 1,400 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 989 | 1,004 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 23 | 20 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 4,896 | 4,918 |
Software development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 0 | 924 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 10 years | |
Total property, equipment and software | $ 114 | $ 310 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Cash paid for operating lease liabilities | $ 2.1 |
Weighted-average remaining lease term | 47 months |
Weighted-average discount rate | 13.00% |
Accrued Liabilities, Current | |
Lessee, Lease, Description [Line Items] | |
Current portion of operating lease liability | $ 2.9 |
LEASES - Lease Expense, Net of
LEASES - Lease Expense, Net of Sublease Income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 3,678 |
Short-term lease expense | 301 |
Less: Sublease income | (162) |
Lease expense, net | $ 3,817 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating lease liabilities maturing during the next: | |
One year | $ 3,569 |
Two years | 1,853 |
Three years | 1,743 |
Four years | 1,793 |
Five years | 301 |
Thereafter | 0 |
Total undiscounted cash flows | 9,259 |
Lease liabilities on balance sheet: | |
Long-term | 4,650 |
Total lease liabilities | 7,527 |
Accrued Liabilities | |
Lease liabilities on balance sheet: | |
Short-term | $ 2,877 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-lived intangible assets | ||
Gross Amount | $ 1,324 | $ 2,674 |
Accumulated Amortization | (942) | (1,792) |
Net Amount | 382 | 882 |
Indefinite-lived intangible assets | ||
Total intangible assets, Gross Amount | 1,451 | 2,802 |
Total intangible assets, Net Amount | 509 | 1,010 |
License to operate in China | ||
Indefinite-lived intangible assets | ||
Indefinite lived intangible assets | 127 | 128 |
Domain names | ||
Finite-lived intangible assets | ||
Gross Amount | 1,256 | 1,256 |
Accumulated Amortization | (874) | (801) |
Net Amount | 382 | 455 |
Media content and broadcast rights | ||
Finite-lived intangible assets | ||
Gross Amount | 0 | 1,350 |
Accumulated Amortization | 0 | (923) |
Net Amount | 0 | 427 |
Other intangible assets | ||
Finite-lived intangible assets | ||
Gross Amount | 68 | 68 |
Accumulated Amortization | (68) | (68) |
Net Amount | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | Dec. 18, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 300,000 | $ 700,000 | ||||
Impairment of intangible assets | $ 200,000 | |||||
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,585,000 | |
China Branding Group Limited | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment of intangible assets | $ 600,000 | |||||
Banks.com Domain Name and Related Rights and Property | Simply FinTech | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Proceeds from sale of other assets | $ 500,000 | |||||
Gain on sale | $ 400,000 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Aggregate Amortization Expense Related to Finite-lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 73 |
2021 | 73 |
2022 | 73 |
2023 | 73 |
Thereafter | $ 90 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Changes in Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 1,585 |
Impairment of goodwill | (1,585) |
Balance at end of period | 0 |
Corporate Entity and Other Business Units | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 1,585 |
Impairment of goodwill | (1,585) |
Balance at end of period | $ 0 |
INCOME TAX - Schedule of Compo
INCOME TAX - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
Foreign | $ 0 | $ (140) |
Deferred | ||
Federal | 0 | 0 |
Income tax provision (benefit) as reported | $ 0 | $ (140) |
INCOME TAX - Reconciliation Be
INCOME TAX - Reconciliation Between Income Tax Benefit Computed by Applying Federal Statutory Rate and Actual Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | $ (4,831,000) | $ (3,928,000) |
Change in deferred tax asset valuation allowance | 2,561,000 | 11,595,000 |
Tax impact of warrants | (266,000) | (5,855,000) |
Tax effects of: | ||
Statutory differences | 942,000 | 0 |
R&D expense | (236,000) | 0 |
Foreign tax rates different than U.S. federal statutory rate | (350,000) | (470,000) |
Other permanent items | 6,000 | 78,000 |
Deferred adjustments | 1,716,000 | (1,369,000) |
Other | 458,000 | (191,000) |
Income tax provision (benefit) as reported | $ 0 | $ (140,000) |
INCOME TAX - Loss Before Incom
INCOME TAX - Loss Before Income Tax Attributable to Domestic and Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (14,266) | $ (6,945) |
Foreign | (8,738) | (11,760) |
Loss from continuing operations before income tax | $ (23,004) | $ (18,705) |
INCOME TAX - Components of Def
INCOME TAX - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets | ||
Net operating loss carryforwards | $ 38,008 | $ 36,090 |
Deferred income and reserves | 0 | 332 |
Amortization of intangibles | 2,535 | 2,881 |
Share-based compensation expense | 6,929 | 7,276 |
Other | 4,000 | 1,908 |
Gross deferred tax assets | 51,472 | 48,487 |
Valuation allowance | (51,455) | (48,487) |
Deferred tax assets, net of valuation allowance | 17 | 0 |
Deferred Tax Liabilities | ||
Depreciation of fixed assets | (17) | 0 |
Gross deferred tax liabilities | (17) | 0 |
Net deferred tax liability | $ 0 | $ 0 |
INCOME TAX - Narrative (Detail
INCOME TAX - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
U.S. Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 160,600,000 | |
U.S. State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 31,900,000 | |
Hong Kong | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 1,700,000 | |
Federal income tax rate | 16.50% | |
China | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 6,800,000 | |
Federal income tax rate | 25.00% | |
Carryover period | 5 years |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | May 15, 2019 | Sep. 28, 2018 | Jun. 29, 2018 | Apr. 30, 2018 | Sep. 20, 2016 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Oct. 16, 2018 | Apr. 12, 2017 | Sep. 24, 2015 |
Debt Instrument [Line Items] | ||||||||||||
Short-term note payable | $ 3,000,000 | $ 3,000,000 | ||||||||||
Principal and accrued interest | 3,300,000 | |||||||||||
Additional discount | 1,500,000 | |||||||||||
Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fee payable in relation to short-term note payable | $ 0 | 1,250,000 | $ 1,000,000 | |||||||||
Original principal amount | $ 35,500,000 | $ 27,500,000 | ||||||||||
Additional principal amount | $ 8,000,000 | |||||||||||
Interest rate floor of variable rate | 2.00% | |||||||||||
Effective interest rate | 13.00% | |||||||||||
Debt outstanding | $ 12,025,000 | $ 35,500,000 | ||||||||||
LIBOR | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 8.50% | 11.00% | ||||||||||
Financing Agreement Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fee payable in relation to short-term note payable | $ 3,500,000 | |||||||||||
Repayments of debt | $ 8,000,000 | |||||||||||
Exit fee payment period | 60 days | |||||||||||
Closing fee | $ 413,000 | |||||||||||
Prepayment of debt | 3 months | |||||||||||
Financing Agreement Amendment | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Post-default interest rate | 11.00% | |||||||||||
Debt outstanding | $ 10,000,000 | |||||||||||
Sixth Financing Amendment | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate floor of variable rate | 2.00% | |||||||||||
Maximum business days after effective date to sell investment | 5 days | |||||||||||
Minimum bank account balance | $ 1,000,000 | |||||||||||
Increase in principal due from insurance payments received | $ 1,100,000 | |||||||||||
Sixth Financing Amendment | LIBOR | Loans Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 8.50% | |||||||||||
First Two Months | Financing Agreement Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 250,000 | |||||||||||
Third Month | Financing Agreement Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 500,000 | |||||||||||
Notes Payable, Other Payables | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Short-term note payable | $ 3,000,000 | |||||||||||
Fee payable in relation to short-term note payable | 115,000 | |||||||||||
Daily interest accrued on unpaid balance after maturity | $ 500 | |||||||||||
Vegas.com LLC | Discontinued Operations, Disposed of by Sale | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate purchase price | $ 30,000,000 |
DEBT - Schedule of Debt (Detai
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 16, 2018 |
Debt Instrument [Line Items] | |||
Less: current portion | $ (12,025) | $ (35,314) | |
Loans Payable | |||
Debt Instrument [Line Items] | |||
Original principal amount | 12,025 | 35,500 | |
Unamortized original issue discount | 0 | (1,418) | |
Unamortized debt issuance cost | 0 | (18) | |
Carrying value of Loan | 12,025 | 34,064 | |
Exit fee payable in relation to Loan | 0 | 1,250 | $ 1,000 |
Total long-term debt | 12,025 | 35,314 | |
Less: current portion | (12,025) | (35,314) | |
Long-term debt, less current portion and net of debt issuance cost | $ 0 | $ 0 |
OTHER LIABILITIES - Schedule of
OTHER LIABILITIES - Schedule of Components of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 1,583 | |
Accrued early lease termination liability | 1,137 | |
Deferred tax liability | 214 | |
Total | $ 0 | $ 2,934 |
OTHER LIABILITIES - Narrative (
OTHER LIABILITIES - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Corporate, Non-Segment | |
Other Commitments [Line Items] | |
Unallocated rent expense | $ 2.3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Vegas.com LLC | |
Loss Contingencies [Line Items] | |
Maximum payment of contingent consideration liability | $ 1,100,000 |
STOCKHOLDERS' EQUITY, STOCK-B_3
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Narrative (Details) - USD ($) | Mar. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Weighted average grant date fair value of options | $ 12,800,000 | ||
Proceeds from stock options exercised | 1,000,000 | ||
Intrinsic value of options exercised | $ 1,500,000 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option award expiration period | 10 years | ||
Weighted average grant date fair value of options | $ 335,000 | ||
2010 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 525,000 | ||
2014 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 10,000,000 | ||
2017 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 10,000,000 | ||
Aspire Capital Fund, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 11,999,597 | ||
Private Placement | Aspire Capital Fund, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for purchase | $ 30,000,000 | ||
Shares authorized for purchase (in shares) | 50,000 | ||
Consecutive threshold trading days | 10 days | ||
Purchase price, daily maximum | $ 250,000 | ||
Purchase price, optional maximum daily amount (in shares) | 3,000,000 | ||
Purchase amount, percentage of aggregate shares | 30.00% | ||
Threshold purchase price, percentage of closing stock price | 80.00% | ||
Purchase price per share, percentage of volume-weighted average stock price | 97.00% | ||
Threshold minimum stock price for purchase (in dollars per share) | $ 0.25 | ||
Sale of stock, shares authorized (in shares) | 8,140,373 | ||
Shares authorized, percentage of common stock outstanding | 19.99% | ||
Minimum price per share to maintain average purchase price (in dollars per share) | $ 1.85 | ||
Shares issued (in shares) | 629,370 | 4,129,370 | |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock issuances | $ 10,800,000 | ||
Common Stock | Private Placement | Aspire Capital Fund, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of purchase | 30 months |
STOCKHOLDERS' EQUITY, STOCK-B_4
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Summary of Fair Value of Stock Option Awards (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | ||
Expected term in years | 6 years | 6 years |
Expected volatility | 70.00% | 60.00% |
Expected dividends | 0.00% | 0.00% |
Risk-free interest rate | 1.86% | 2.37% |
STOCKHOLDERS' EQUITY, STOCK-B_5
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Summary of Activity Under Equity Incentive Plans Related to Equity-Classified Stock Option Grants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Stock Options | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 10,874,849 |
Granted (in shares) | shares | 805,250 |
Exercised (in shares) | shares | (2,250) |
Forfeited, cancelled or expired (in shares) | shares | (1,318,770) |
Outstanding at end of period (in shares) | shares | 10,359,079 |
Options exercisable at end of period (in shares) | shares | 9,748,892 |
Weighted-Average Exercise Price (in dollars per share) | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 4.36 |
Granted (in dollars per share) | $ / shares | 0.73 |
Exercised (in dollars per share) | $ / shares | 1.99 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 3.37 |
Outstanding at end of period (in dollars per share) | $ / shares | 4.20 |
Options exercisable at end of period (in dollars per share) | $ / shares | $ 4.42 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 6 years 9 months 18 days |
Options exercisable at end of period | 6 years 7 months 6 days |
Aggregate Intrinsic Value (in thousands) | |
Outstanding at end of period | $ | $ 0 |
Options exercisable at end of period | $ | $ 0 |
China | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 1,464,750 |
Granted (in shares) | shares | 152,000 |
Forfeited, cancelled or expired (in shares) | shares | (518,000) |
Outstanding at end of period (in shares) | shares | 1,098,750 |
Options exercisable at end of period (in shares) | shares | 911,500 |
Weighted-Average Exercise Price (in dollars per share) | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 5.60 |
Granted (in dollars per share) | $ / shares | 1.56 |
Forfeited, cancelled or expired (in dollars per share) | $ / shares | 5.11 |
Outstanding at end of period (in dollars per share) | $ / shares | 5.21 |
Options exercisable at end of period (in dollars per share) | $ / shares | $ 5.20 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 6 years 4 months 24 days |
Options exercisable at end of period | 6 years |
Aggregate Intrinsic Value (in thousands) | |
Outstanding at end of period | $ | $ 0 |
Options exercisable at end of period | $ | $ 0 |
STOCKHOLDERS' EQUITY, STOCK-B_6
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Summary of Nonvested Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted-Average Grant-Date Fair Value | ||
Granted | $ 12,800 | |
Stock Options | ||
Shares | ||
Non-vested, beginning of period (in shares) | 244,625 | |
Granted (in shares) | 805,250 | |
Vested (in shares) | (408,313) | |
Forfeited (in shares) | (31,375) | |
Non-vested, end of period (in shares) | 610,187 | 244,625 |
Weighted-Average Grant-Date Fair Value | ||
Non-vested, beginning of period | $ 439 | |
Granted | 335 | |
Vested | 464 | |
Forfeited | 68 | |
Non-vested, end of period | $ 241 | $ 439 |
STOCKHOLDERS' EQUITY, STOCK-B_7
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Summary of Share-based Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 319 | $ 12,948 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 425 | 13,494 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 0 |
China | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ (106) | $ (546) |
STOCKHOLDERS' EQUITY, STOCK-B_8
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Unrecognized Share-based Compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation cost for non-vested awards (in thousands): | $ 191 |
Weighted-average years over which unrecognized share-based compensation expense will be recognized: | 1 year 1 month 6 days |
China | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation cost for non-vested awards (in thousands): | $ 5 |
Weighted-average years over which unrecognized share-based compensation expense will be recognized: | 6 days |
STOCKHOLDERS' EQUITY, STOCK-B_9
STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE - Net Loss Per Share (Details) - China Branding Group Limited | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
CBG Acquisition Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Equity interests issued (in shares) | shares | 40,000 |
Exercise price (in dollars per share) | $ / shares | $ 10 |
CBG Financing Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Equity interests issued (in shares) | shares | 3,966,613 |
Exercise price (in dollars per share) | $ / shares | $ 3.70 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | Jun. 11, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||
Gain on transaction with related party | $ (172) | $ 886 | |
Related Party Sale of IRS Web Domain | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 600 | ||
Debt assumed by related party | 100 | ||
Gain on transaction with related party | $ 600 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of segments | segment | 1 | |
Revenue | $ 5,020 | $ 10,053 |
Adjusted EBITDA | (18,635) | (26,624) |
Depreciation and amortization | (982) | (2,089) |
Impairments | (2,522) | (2,209) |
Share-based compensation expense | (319) | (12,948) |
Other income, net | (530) | (267) |
Other loss | 172 | (886) |
Operating loss | (22,754) | (44,500) |
Other income (expense) | ||
Interest expense | (1,876) | (3,237) |
Other income, net | 530 | 267 |
Change in fair value of warrant liability | 1,268 | 27,879 |
Other gain (loss) | (172) | 886 |
Total other income (expense), net | (250) | 25,795 |
Loss from continuing operations before income taxes | (23,004) | (18,705) |
Assets | 14,827 | 93,808 |
Capital expenditures | 8 | 308 |
Operating Segments | Technology & Data Intelligence | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,595 | 8,030 |
Adjusted EBITDA | (6,821) | (11,061) |
Other income (expense) | ||
Capital expenditures | 100 | 700 |
Corporate Entity and Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,425 | 2,023 |
Adjusted EBITDA | (11,814) | (15,563) |
Continuing Operations | ||
Segment Reporting Information [Line Items] | ||
Share-based compensation expense | (257) | (12,425) |
Other income (expense) | ||
Assets | 14,827 | 20,719 |
Continuing Operations | Operating Segments | Technology & Data Intelligence | ||
Other income (expense) | ||
Assets | 7,450 | 15,563 |
Continuing Operations | Corporate And Reconciling Items | ||
Other income (expense) | ||
Assets | $ 7,377 | $ 5,156 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | May 15, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on impairment of intangible assets, including goodwill | $ 2,522 | $ 2,209 | |
Disposal Group, Held-for-sale | Vegas.com LLC | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Aggregate purchase price | $ 30,000 | ||
Discontinued Operations, Disposed of by Sale | Vegas.com LLC | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Aggregate purchase price | $ 30,000 | ||
Gain on disposal | 6,500 | ||
Loss on impairment of intangible assets, including goodwill | 4,800 | ||
Interest expense | $ 2,700 |
DISCONTINUED OPERATIONS - Summa
DISCONTINUED OPERATIONS - Summary of Carrying Amounts of Major Classes of Assets and Liabilities and Pretax Profit or Loss Associated with Disposed Travel and Entertainment Segment (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
May 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Major classes of assets and liabilities | |||
Current assets | $ 0 | $ 28,966 | |
Current liabilities | 0 | 41,648 | |
Line items constituting pretax profit or loss | |||
Loss from discontinued operations | $ (2,610) | (2,993) | |
VDC Transaction | Discontinued Operations, Disposed of by Sale | |||
Major classes of assets and liabilities | |||
Cash and cash equivalents (including restricted cash) | $ 18,011 | ||
Other current assets | 4,753 | ||
Current assets | 22,764 | ||
Property and equipment, net | 7,331 | ||
Goodwill and other intangibles, net | 28,977 | ||
Other assets | 1,856 | ||
Total assets | 60,928 | ||
Accounts payable, accrued expense and other current liabilities | 22,749 | ||
Deferred merchant booking | 7,358 | ||
Contract liability | 5,381 | ||
Current liabilities | 35,488 | ||
Other liabilities | 1,938 | ||
Total liabilities | 37,426 | ||
Line items constituting pretax profit or loss | |||
Revenue | 27,432 | ||
Cost of revenue (excluding depreciation and amortization) | 4,016 | ||
Selling, general and administrative | 18,383 | ||
Technology and development | 3,280 | ||
Depreciation, amortization and impairments | 8,007 | ||
Other operating expense | 384 | ||
Other expense (income) and loss (gain), net | (3,814) | ||
Loss from discontinued operations before income taxes | (2,824) | ||
Benefit from income taxes | 214 | ||
Loss from discontinued operations | $ (2,610) | ||
VDC Transaction | Discontinued Operations, Held-for-sale | |||
Major classes of assets and liabilities | |||
Cash and cash equivalents (including restricted cash) | 24,138 | ||
Other current assets | 4,828 | ||
Current assets | 28,966 | ||
Property and equipment, net | 8,495 | ||
Goodwill and other intangibles, net | 35,434 | ||
Other assets | 194 | ||
Total assets | 73,089 | ||
Accounts payable, accrued expense and other current liabilities | 33,053 | ||
Deferred merchant booking | 4,664 | ||
Contract liability | 3,931 | ||
Current liabilities | 41,648 | ||
Other liabilities | 34 | ||
Total liabilities | 41,682 | ||
Line items constituting pretax profit or loss | |||
Revenue | 69,057 | ||
Cost of revenue (excluding depreciation and amortization) | 11,725 | ||
Selling, general and administrative | 38,906 | ||
Technology and development | 8,939 | ||
Depreciation, amortization and impairments | 8,786 | ||
Other operating expense | 954 | ||
Other expense (income) and loss (gain), net | 3,267 | ||
Loss from discontinued operations before income taxes | (3,520) | ||
Benefit from income taxes | 527 | ||
Loss from discontinued operations | $ (2,993) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | May 28, 2020 | Apr. 09, 2020 | Mar. 03, 2020 | Mar. 29, 2019 | Apr. 27, 2020 | Dec. 31, 2019 | May 26, 2020 | Mar. 05, 2020 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||||||
Shares outstanding (in shares) | 99,354,052 | ||||||||
Aspire Capital Fund, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued (in shares) | 11,999,597 | ||||||||
Private Placement | Aspire Capital Fund, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued (in shares) | 629,370 | 4,129,370 | |||||||
Shares authorized for purchase | $ 30,000,000 | ||||||||
Shares authorized for purchase (in shares) | 50,000 | ||||||||
Consecutive threshold trading days | 10 days | ||||||||
Purchase price, daily maximum | $ 250,000 | ||||||||
Purchase price, optional maximum daily amount (in shares) | 3,000,000 | ||||||||
Purchase amount, percentage of aggregate shares | 30.00% | ||||||||
Threshold purchase price, percentage of closing stock price | 80.00% | ||||||||
Purchase price per share, percentage of volume-weighted average stock price | 97.00% | ||||||||
Threshold minimum stock price for purchase (in dollars per share) | $ 0.25 | ||||||||
Sale of stock, shares authorized (in shares) | 8,140,373 | ||||||||
Shares authorized, percentage of common stock outstanding | 19.99% | ||||||||
Minimum price per share to maintain average purchase price (in dollars per share) | $ 1.85 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares outstanding (in shares) | 99,354,052 | ||||||||
Shares authorized for repurchase (in shares) | 10,300,000 | ||||||||
Warrants to purchase shares outstanding (in shares) | 6,641,558 | ||||||||
Monetary damages | $ 1,100,000 | ||||||||
Subsequent Event | Private Placement | Aspire Capital Fund, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued (in shares) | 3,011,003 | 41,853,345 | |||||||
Consideration received | $ 1,500,000 | $ 30,000,000 | |||||||
Shares authorized for purchase | $ 30,000,000 | ||||||||
Number of shares issued as consideration (in shares) | 2,374,545 | ||||||||
Shares authorized for purchase (in shares) | 500,000 | 250,000 | |||||||
Consecutive threshold trading days | 10 days | ||||||||
Purchase price, daily maximum | $ 1,000,000 | $ 500,000 | |||||||
Purchase price, optional maximum daily amount (in shares) | 2,000,000 | ||||||||
Purchase amount, percentage of aggregate shares | 30.00% | 30.00% | |||||||
Threshold purchase price, percentage of closing stock price | 80.00% | ||||||||
Purchase price per share, percentage of volume-weighted average stock price | 95.00% | 97.00% | |||||||
Threshold minimum stock price for purchase (in dollars per share) | $ 0.15 | $ 0.25 | |||||||
Sale of stock, shares authorized (in shares) | 11,007,726 | ||||||||
Shares authorized, percentage of common stock outstanding | 19.99% | 19.99% | |||||||
Minimum price per share to maintain average purchase price (in dollars per share) | $ 0.3950 | $ 0.4879 | |||||||
Subsequent Event | Over-Allotment Option | Aspire Capital Fund, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued (in shares) | 13,220,164 | ||||||||
Common Stock | Private Placement | Aspire Capital Fund, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Period of purchase | 30 months | ||||||||
Common Stock | Subsequent Event | Private Placement | Aspire Capital Fund, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Period of purchase | 30 months | ||||||||
Office Space | |||||||||
Subsequent Event [Line Items] | |||||||||
Current portion of operating lease liability | $ 800,000 | ||||||||
Office Space | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Current portion of operating lease liability | $ 1,500,000 | ||||||||
Security deposit | $ 300,000 | ||||||||
Loans Payable | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt outstanding | $ 12,025,000 | $ 35,500,000 | |||||||
China Branding Group Limited | CBG Financing Warrants | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares outstanding (in shares) | 6,601,558 | ||||||||
Warrants outstanding (in shares) | $ 0.30 |
Uncategorized Items - mark2019f
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 193,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 193,000 |