Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2019	Nov. 08, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
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	3960 Howard Hughes Parkway
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89169
City Area Code	702
Local Phone Number	701-9514
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	MARK
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		49,055,159
Entity Central Index Key	0001368365
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets
Cash and cash equivalents	$ 656	$ 1,410
Trade accounts receivable, net	3,792	5,762
Prepaid expense and other current assets	6,233	7,907
Notes receivable, current	0	100
Assets of disposal group, current	0	28,966
Total current assets	10,681	44,145
Property and equipment, net	1,591	2,075
Operating lease assets	5,294	0
Investment in unconsolidated affiliates	1,920	2,005
Intangibles, net	752	1,010
Other long-term assets	1,245	450
Assets of disposal group, long-term	0	44,123
Total assets	21,483	93,808
Liabilities and Stockholders’ Deficit
Accounts payable	7,585	5,675
Accrued expense and other current liabilities	12,861	16,812
Contract liability	312	132
Note payable	3,000	3,000
Loans payable, current, net of unamortized discount and debt issuance cost	11,632	35,314
Liabilities of disposal group, current	0	41,648
Total current liabilities	35,390	102,581
Operating lease liabilities, long-term	5,436	0
Warrant liability	881	1,383
Other liabilities	0	2,934
Liabilities of disposal group, long-term	0	34
Total liabilities	41,707	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; 48,430,159 and 39,053,312 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	48	39
Additional paid-in-capital	317,732	308,018
Accumulated other comprehensive income	(224)	32
Accumulated deficit	(337,780)	(321,213)
Total stockholders’ deficit	(20,224)	(13,124)
Total liabilities and stockholders’ deficit	$ 21,483	$ 93,808

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 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 (shares)	1,000,000	1,000,000
Preferred stock, shares issued (shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (shares)	100,000,000	100,000,000
Common stock, shares issued (shares)	48,430,159	39,053,312
Common stock, shares outstanding (shares)	48,430,159	39,053,312

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenue	$ 686	$ 1,755	$ 4,760	$ 7,468
Cost and expense
Cost of revenue (excluding depreciation and amortization)	189	1,231	3,323	5,778
Sales and marketing	736	1,108	2,282	3,165
Technology and development	752	1,459	2,910	3,550
General and administrative	3,052	3,760	8,483	25,410
Depreciation and amortization	229	520	814	1,657
Other operating expense	0	47	6	93
Total cost and expense	4,958	8,125	17,818	39,653
Operating loss	(4,272)	(6,370)	(13,058)	(32,185)
Other income (expense)
Interest expense	(457)	(345)	(1,397)	(1,017)
Other income (expense), net	(24)	0	23	44
Change in fair value of warrant liability	(160)	3,525	502	22,190
Other gain (loss), net	(28)	(16)	(27)	507
Total other income (expense), net	(669)	3,164	(899)	21,724
Loss from continuing operations before income taxes	(4,941)	(3,206)	(13,957)	(10,461)
Benefit from income taxes	0	442	0	1,437
Loss from continuing operations	(4,941)	(2,764)	(13,957)	(9,024)
Loss from discontinued operations, net of tax (Note 17)	0	(1,001)	(2,610)	(5,415)
Net loss	(4,941)	(3,765)	(16,567)	(14,439)
Other comprehensive income (loss)
Foreign currency translation adjustments	(289)	(82)	(256)	(67)
Comprehensive loss	$ (5,230)	$ (3,847)	$ (16,823)	$ (14,506)
Weighted-average shares outstanding, basic and diluted (in shares)	46,282	35,463	43,085	33,608
Net loss per share, basic and diluted
Continuing operations (usd per share)	$ (0.11)	$ (0.08)	$ (0.32)	$ (0.27)
Discontinued operations (usd per share)	0	(0.03)	(0.06)	(0.16)
Consolidated (usd per share)	$ (0.11)	$ (0.11)	$ (0.38)	$ (0.43)

Condensed Consolidated Statements of Stockholders Deficit - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (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	(14,439)				(14,439)
Share-based compensation	13,079		13,079
Common stock sales (in shares)		3,308,812
Common stock sales	9,968	$ 3	9,965
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	(97)		(30)	(67)
Ending balance (shares) at Sep. 30, 2018		36,468,696
Ending balance at Sep. 30, 2018	(10,004)	$ 36	304,006	48	(314,094)
Beginning balance (shares) at Jun. 30, 2018		33,145,199
Beginning balance at Jun. 30, 2018	(17,002)	$ 33	293,164	130	(310,329)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,765)				(3,765)
Share-based compensation	844		844
Common stock sales (in shares)		3,308,812
Common stock sales	9,968	$ 3	9,965
Equity instrument exercises (in shares)		14,685
Equity instrument exercises	33		33
Other	(82)		0	(82)
Ending balance (shares) at Sep. 30, 2018		36,468,696
Ending balance at Sep. 30, 2018	$ (10,004)	$ 36	304,006	48	(314,094)
Beginning balance (shares) at Dec. 31, 2018	39,053,312	39,053,312
Beginning balance at Dec. 31, 2018	$ (13,124)	$ 39	308,018	32	(321,213)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(16,567)				(16,567)
Share-based compensation	379		379
Common stock sales (in shares)		9,374,597
Common stock sales	9,340	$ 9	9,331
Equity instrument exercises (in shares)		2,250
Equity instrument exercises	4		4
Other	$ (256)			(256)
Ending balance (shares) at Sep. 30, 2019	48,430,159	48,430,159
Ending balance at Sep. 30, 2019	$ (20,224)	$ 48	317,732	(224)	(337,780)
Beginning balance (shares) at Jun. 30, 2019		46,130,159
Beginning balance at Jun. 30, 2019	(16,899)	$ 46	315,829	65	(332,839)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(4,941)				(4,941)
Share-based compensation	65		65
Common stock sales (in shares)		2,300,000
Common stock sales	1,840	$ 2	1,838
Other	$ (289)			(289)
Ending balance (shares) at Sep. 30, 2019	48,430,159	48,430,159
Ending balance at Sep. 30, 2019	$ (20,224)	$ 48	$ 317,732	$ (224)	$ (337,780)

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Statement of Cash Flows [Abstract]
Net cash used in continuing operating activities	$ (10,748)	$ (16,963)
Net cash used in discontinued operating activities	(7,159)	(1,728)
Net cash used in operating activities	(17,907)	(18,691)
Cash flows from investing activities:
Proceeds from sale of business	30,000	0
Proceeds from disposition of assets	0	629
Purchases of property, equipment and software	(5)	(396)
Payment of payroll costs capitalized to software in progress	(127)	(346)
Acquisition of unconsolidated affiliate	0	(480)
Net cash provided by (used in) continuing investing activities	29,868	(593)
Net cash used in discontinued investing activities	(18,396)	(1,986)
Net cash provided by (used in) investing activities	11,472	(2,579)
Cash flows from financing activities:
Proceeds from issuance of common stock, net	9,344	10,951
Payment of loan fees and debt issuance cost	(2,275)	(1,526)
Repayments of debt	(25,526)	0
Payment of contingent consideration in business acquisitions	0	(900)
Net cash provided by (used in) financing activities	(18,457)	8,525
Net change in cash, cash equivalents and restricted cash	(24,892)	(12,745)
Cash, cash equivalents and restricted cash:
Beginning of period, including cash in disposal group	25,548	34,302
End of period	656	21,557
Supplemental cash flow information:
Cash paid for interest	2,211	3,426
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock upon warrant exercise	0	59,907
Capitalization of interest to debt principal	555	0
Common stock subscription payable	0	520
Increase in loan payable	$ 1,103	$ 0

ORGANIZATION AND BUSINESS

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS

NOTE 1. ORGANIZATION AND BUSINESS

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 solutions for businesses in many industries and geographies. We also own and operate digital media properties that deliver relevant, dynamic content and e-commerce solutions. Our common stock is listed on the Nasdaq Capital Market under the ticker symbol MARK.

Going Concern

During the nine months ended September 30, 2019, and in each fiscal year since our inception, we have incurred net losses which have resulted in an accumulated deficit of $337.8 million as of September 30, 2019. Additionally, our operations have historically used more cash than they have provided. Net cash used in continuing operating activities was $10.7 million during the nine months ended September 30, 2019. As of September 30, 2019, our cash and cash equivalents balance was $0.7 million, and we had a negative working capital balance of $24.7 million.

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, which we describe in more detail in Note 15, terminated and replaced the common stock purchase agreement we had entered into with Aspire Capital on July 2, 2018 (the “2018 Aspire Purchase Agreement”).

Concurrently with entering into the 2019 Aspire Purchase Agreement, we also entered into a registration rights agreement with Aspire Capital, 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, the sale of the shares of our common stock that may be issued to Aspire Capital under the 2019 Aspire Purchase Agreement. We have filed 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 under the 2019 Aspire Purchase Agreement.

As of September 30, 2019, we have issued to Aspire Capital a total of 2,504,370 shares of our common stock under the 2019 Aspire Purchase Agreement. During the nine months ended September 30, 2019, we issued a total of 9,374,597 shares of our common stock to private investors and to Aspire Capital under the 2018 Aspire Purchase Agreement and the 2019 Aspire Purchase Agreement in exchange for approximately $9.3 million plus Aspire Capital’s commitment to participate in the 2019 Aspire Purchase Agreement.

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 (“MGG”), in its capacity as collateral agent and administrative agent for the Lenders, 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 September 30, 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.

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.

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 Form 10-Q (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. However, we may need 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, 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 November 12, 2020.

Comparability

We have reclassified certain amounts in our September 30, 2018 unaudited condensed consolidated financial statements to conform to the current presentation as of September 30, 2019. Specifically, we have changed how we present operating expense to better reflect the activities that generate such expense. Neither total stockholders’ deficit as of September 30, 2018 nor net loss or cash flows for the three and nine months ended September 30, 2018 changed because of the reclassifications.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2019, with the audited Consolidated Balance Sheet amounts as of December 31, 2018 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of September 30, 2019, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K (the “2018 Form 10-K”). Consolidation We include all of our subsidiaries, which include the variable-interest entities (“VIEs”) for which we are the primary beneficiary, in our condensed 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. Use of Estimates We prepare our consolidated financial statements in conformity with GAAP. While preparing our unaudited condensed consolidated financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the unaudited condensed 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, and inventory reserve, among other items. Changes to Significant Accounting Policies - 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. Recently Issued Accounting Pronouncements 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

9 Months Ended

Sep. 30, 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 (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Data platform services:
FinTech services	$	—	$	363	$	—	$	3,739
AI-based products and services	549		676		3,439		1,852
Advertising and other	137		716		1,321		1,877
Revenue	$	686	$	1,755	$	4,760	$	7,468

Significant Judgments

We make certain judgments when accounting for revenue, 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 ASC 606, 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 nine months ended September 30, 2019, our contract liability related to continuing operations changed only as a result of routine business activity.

During the nine months ended September 30, 2019, we did not recognize material amounts of revenue which were included in the beginning balance of Contract liability at January 1, 2019, while we recognized $0.3 million of revenue during the nine months ended September 30, 2018 which was included in the beginning balance of Contract liability at January 1, 2018.

During the nine months ended September 30, 2019 and 2018, we did not recognize revenue from performance obligations within the scope of ASC 606 that were satisfied in previous periods.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 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 to purchase common stock. As of September 30, 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:



	September 30,		December 31,
	2019		2018
CBG Financing Warrants
Expected volatility	85.00	%	70.00	%
Risk-free interest rate	1.75	%	2.52	%
Expected remaining term (years)	0.98		1.73
CBG Acquisition Warrants
Expected volatility	75.00	%	70.00	%
Risk-free interest rate	1.56	%	2.46	%
Expected remaining term (years)	3.97		4.72

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 September 30, 2019, we estimated that two future equity financing events 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 change approximately as follows (in thousands):



Change in volatility	Increase		Decrease
CBG Financing Warrants	$	40	$	40
CBG Acquisition Warrants	230		175

Change in stock price
CBG Financing Warrants	$	40	$	40
CBG Acquisition Warrants	60		60

The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands):



	Nine Months Ended September 30,			Year Ended December 31,
	2019			2018
Balance at beginning of period	$	1,383		$	89,169
Warrant exercises	—			(59,907		)
Decrease in fair value	(502		)	(27,879		)
Balance at end of period	$	881		$	1,383

At January 1, 2018, our outstanding liability-classified warrants included warrants we issued in connection with our acquisition of all of the outstanding equity interests in Vegas.com in September 2015 (the “VDC Acquisition”) and the financing related thereto (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 nine months ended September 30, 2019 in the balance of the liability associated with the Earnout Payments (in thousands):



Balance at beginning of period	$	990
Payments	(8		)
Change in fair value of contingent consideration (included in Other loss)	10
Interest accrued on unpaid balance	75
Balance at end of period	$	1,067

On the Condensed Consolidated Balance Sheets, we included the liability for contingent consideration as a component of Accrued expense and other current liabilities.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

LEASES

9 Months Ended

Sep. 30, 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 September 30, 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 September 30, 2019, the current portion of our operating lease liability was $1.5 million and was reported in Accrued expense and other current liabilities on our Unaudited Condensed 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 (in thousands):



	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Operating lease expense	$	492		$	1,195
Short-term lease expense	67			231
Less: Sublease income	(94		)	(172		)
Lease expense	$	465		$	1,254

We reported within continuing operating cash flows for the nine months ended September 30, 2019 $1.5 million of cash paid for amounts included in the measurement of operating lease liabilities.

As of September 30, 2019, our operating leases had a weighted-average remaining lease term of approximately 48 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 September 30, 2019 Unaudited Condensed Consolidated Balance Sheet (in thousands).



Operating lease liabilities maturing during the next:
One year	$	2,319
Two years	2,183
Three years	1,976
Four years	1,780
Five years	752
Thereafter	—
Total undiscounted cash flows	$	9,010
Present value of cash flows	$	6,941

Lease liabilities on balance sheet:
Short-term	$	1,505
Long-term	5,436
Total lease liabilities	$	6,941

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.

DEBT

9 Months Ended

Sep. 30, 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.

Other Debt

The following table presents debt (in thousands) as of:



	September 30, 2019		December 31, 2018
Loan payable to MGG	$	11,632	$	35,500
Unamortized original issue discount	—		(1,418		)
Unamortized debt issuance cost	—		(18		)
Carrying value of Loan	11,632		34,064
Exit fee payable in relation to Loan	—		1,250
Total long-term debt	$	—	$	35,314
Less: current portion	—		(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 September 30, 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 September 30, 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 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 constituted 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 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 September 30, 2019, we were not in compliance with such minimum cash covenant. We were 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 have actively taken steps 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.

STOCKHOLDERS' EQUITY, STOCK-BASED COMPENSATION AND NET LOSS PER SHARE

9 Months Ended

Sep. 30, 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. On April 5, 2019, the conditions necessary for purchases under the 2019 Aspire Purchase Agreement to commence were satisfied and the 2018 Aspire Purchase Agreement was terminated under the terms of the 2019 Aspire Purchase Agreement. We issued 629,370 shares of our common stock to Aspire Capital upon commencement of the 2019 Aspire Purchase Agreement.

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 under the 2019 Aspire Purchase Agreement, 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.

our common stock to private investors and to Aspire Capital under the 2018 Aspire Purchase Agreement and the 2019 Aspire Purchase Agreement in exchange for $9.3 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 under our 2010 Equity Incentive Plan, our 2014 Incentive Plan, and our 2017 Incentive Plan, 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 generally expire 10 years from the grant date. All forms of equity awards and 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.

The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of September 30, 2019, and changes during the nine 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	755,250		0.69
Exercised	(2,250	)	1.99
Forfeited, cancelled or expired	(158,117	)	3.70
Outstanding at September 30, 2019	11,469,732		$	4.12	6.3	$	285
Options exercisable at September 30, 2019	10,853,295		$	4.32	6.1	$	44

The following table summarizes activity under our equity incentive plans related to the China Cash Bonuses as of September 30, 2019, and changes during the nine 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	(723,250	)	4.94
Outstanding at September 30, 2019	893,500		$	5.36	8.2	$	—
Bonuses exercisable at September 30, 2019	496,250		$	5.39	7.8	$	—

During the nine months ended September 30, 2019, we did not award restricted stock under our equity incentive plans.

During the three months ended September 30, 2019 and 2018, we incurred share-based compensation expense of $0.1 million and $0.8 million, respectively, and we incurred share-based compensation expense of $0.3 million and $12.5 million, respectively, during the nine months ended September 30, 2019 and 2018.

Net Loss per Share

For the three and nine months ended September 30, 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 for the three and nine months ended September 30, 2019 and 2018 include the outstanding stock options described above; 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 3,808,423 shares of our common stock at an exercise price of $3.86 per share.

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 16. SEGMENT INFORMATION

As a result of our disposal of the previously-reported Travel and Entertainment segment, we currently report one segment: our Technology & Data Intelligence segment, which provides 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 segment. 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 types of shared expense, such as legal and accounting, to our reportable segment; such costs are included in Corporate Entity and Other.

The following table presents certain financial information regarding our reportable segment and other entities for the three and nine months ended September 30, 2019 and 2018 (in thousands):



	Technology & Data Intelligence			Corporate Entity and Other			Consolidated
Three Months Ended September 30, 2019
Revenue	$	549		$	137		$	686
Adjusted EBITDA	$	(1,556	)	$	(2,445	)	$	(4,001	)
Three Months Ended September 30, 2018
Revenue	$	1,039		$	716		$	1,755
Adjusted EBITDA	$	(1,674	)	$	(3,428	)	$	(5,102	)

Nine Months Ended September 30, 2019
Revenue	$	3,439		$	1,321		$	4,760
Adjusted EBITDA	$	(4,559	)	$	(7,372	)	$	(11,931	)
Nine Months Ended September 30, 2018
Revenue	$	5,591		$	1,877		$	7,468
Adjusted EBITDA	$	(5,166	)	$	(12,292	)	$	(17,458	)

The following table reconciles Adjusted EBITDA to Loss before income taxes (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Adjusted EBITDA	$	(4,001	)	$	(5,102	)	$	(11,931	)	$	(17,458	)
Depreciation and amortization	(229		)	(520		)	(814		)	(1,657		)
Share-based compensation expense	(94		)	(764		)	(317		)	(12,519		)
Other expense (income), net	24			—			(23		)	(44		)
Other loss (gain)	28			16			27			(507		)
Operating loss	$	(4,272	)	$	(6,370	)	$	(13,058	)	$	(32,185	)
Other income (expense)
Interest expense	(457		)	(345		)	(1,397		)	(1,017		)
Other income (expense), net	(24		)	—			23			44
Change in fair value of warrant liability	(160		)	3,525			502			22,190
Other gain (loss), net	(28		)	(16		)	(27		)	507
Total other income (expense), net	$	(669	)	$	3,164		$	(899	)	$	21,724
Loss from continuing operations before income taxes	$	(4,941	)	$	(3,206	)	$	(13,957	)	$	(10,461	)

The following table presents total assets for our reportable segment and the corporate and other entities (in thousands):



	September 30, 2019		December 31, 2018
Technology & Data Intelligence segment	$	12,905	$	15,563
Corporate entity and other business units	8,578		5,156
Consolidated	$	21,483	$	20,719

Capital expenditures for our Technology & Data Intelligence segment were de minimus during the three months ended September 30, 2019 and totaled $0.1 million during the three months ended September 30, 2018. During the nine months ended September 30, 2019 and 2018, capital expenditures for our Technology & Data Intelligence segment totaled $0.1 million and $0.6 million, respectively.

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 17. DISCONTINUED OPERATIONS

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.

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):



	Three Months Ended September 30,					January 1, 2019 through May 15, 2019			Nine Months Ended September 30, 2018
	2019		2018			January 1, 2019 through May 15, 2019			Nine Months Ended September 30, 2018
Revenue	$	—	$	17,596		$	27,432		$	49,320

Cost of revenue (excluding depreciation and amortization)	—		3,162			4,016			8,779
Selling, general and administrative	—		9,793			18,383			29,107
Technology and development	—		2,185			3,280			6,640
Depreciation, amortization and impairments	—		2,236			8,007			6,563
Other operating expense	—		264			384			711
Other expense (income) and loss (gain), net	—		957			(3,814		)	2,935
Loss from discontinued operations before income taxes	—		(1,001		)	(2,824		)	(5,415		)
Benefit from income taxes	—		—			214			—
Loss from discontinued operations	$	—	$	(1,001	)	$	(2,610	)	$	(5,415	)

Depreciation, amortization and impairments 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 nine months ended September 30, 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Accounting	We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2019, with the audited Consolidated Balance Sheet amounts as of December 31, 2018 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of September 30, 2019, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K (the “2018 Form 10-K”).
Consolidation	Consolidation We include all of our subsidiaries, which include the variable-interest entities (“VIEs”) for which we are the primary beneficiary, in our condensed 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.
Use of Estimates	Use of Estimates We prepare our consolidated financial statements in conformity with GAAP. While preparing our unaudited condensed consolidated financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the unaudited condensed 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, and inventory reserve, among other items.
Changes to Significant Accounting Policies - Leases and Recently Issued Accounting Pronouncements	Changes to Significant Accounting Policies - 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. Recently Issued Accounting Pronouncements 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.

INVESTMENT IN UNCONSOLIDATED AFFILIATES	9 Months Ended
INVESTMENT IN UNCONSOLIDATED AFFILIATES	Sep. 30, 2019
Noncontrolling Interest [Abstract]
INVESTMENT IN UNCONSOLIDATED AFFILIATES	NOTE 6. INVESTMENT IN UNCONSOLIDATED AFFILIATES In 2009, we co-founded a U.S.-based venture, Sharecare, Inc. (“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 September 30, 2019, we owned approximately 4.6% of Sharecare’s issued stock and maintained representation on its Board of Directors. During June 2018, one of our consolidated VIEs acquired a 20% interest in Beijing All-in-one Cloud Net Technology, Co. Ltd. (“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 September 30, 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For the three months ended September 30, 2019, the amount of our equity in AIO’s net earnings for their quarter ended June 30, 2019 was not material.

INCOME TAX	9 Months Ended
INCOME TAX	Sep. 30, 2019
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 11. INCOME TAX Our effective tax rate (“ETR”) from continuing operations was 0.0% for the nine months ended September 30, 2019. The quarterly ETR has not significantly differed from our historical annual ETR because we continue to maintain a full valuation allowance against our existing deferred tax assets.

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14. COMMITMENTS AND CONTINGENCIES At September 30, 2019, we had no material commitments outside the normal course of business. Contingencies We are neither a defendant in any material pending legal proceeding nor are 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.

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 18. SUBSEQUENT EVENTS On October 7, 2019, we sold 625,000 shares of our common stock to Aspire Capital under the 2019 Aspire Purchase Agreement in exchange for $0.5 million.