View Filing Data

Basic and diluted net (loss) income per share:

(21,124)

Net loss

$ (1,747)

$ (17,932)

Continuing operations (in dollars per share)

^[1]

$ (0.02)

$ 0.04

Discontinued operations (in dollars per share)

^[1]

(0.28)

Net loss (in dollars per share)

^[1]

$ (0.02)

$ (0.23)

Weighted average number of shares outstanding:

Basic and diluted (in shares)

79,373,789

76,705,877

[1]	(Loss) income per share amounts may contain summation differences due to rounding.

Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Loss from operations of discontinued operations, income taxes	$ 0	$ 0
Loss on disposal of discontinued operations, income taxes	$ 0	$ 0

Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.

+ References + Details

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2017	61,631,573	352,523
Balance at Dec. 31, 2017	$ 31	$ (1,274)	$ 392,687	$ (167,437)	$ 224,007
Issuance of common stock upon a direct offering to certain investors, net of issuance costs of $108 (in shares)	2,700,000
Issuance of common stock upon a direct offering to certain investors, net of issuance costs of $108	$ 1		13,391		13,392
Vesting of restricted stock units and issuance of restricted stock (in shares)	12,194,008
Vesting of restricted stock units and issuance of restricted stock	$ 6		(6)
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares)		875,675
Increase in treasury stock resulting from shares withheld to cover statutory taxes		$ (1,989)			(1,989)
Reduction in value of puttable option classified as liability			200		200
Repurchase of shares into treasury stock (in shares)		5,000
Repurchase of shares into treasury stock		$ (9)			(9)
Share-based compensation			30,997		30,997
Net loss				(17,932)	(17,932)
Spin-off of Red Violet			(41,500)		(41,500)
Balance (in shares) at Dec. 31, 2018	76,525,581	1,233,198
Balance at Dec. 31, 2018	$ 38	$ (3,272)	395,769	(185,369)	207,166
Vesting of restricted stock units and issuance of restricted stock (in shares)	2,116,497
Vesting of restricted stock units and issuance of restricted stock	$ 1		(1)
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares)		567,447
Increase in treasury stock resulting from shares withheld to cover statutory taxes		$ (3,120)			(3,120)
Repurchase of shares into treasury stock (in shares)		967,754
Repurchase of shares into treasury stock		$ (1,792)			(1,792)
Share-based compensation			10,430		10,430
Net loss				(1,747)	(1,747)
Balance (in shares) at Dec. 31, 2019	78,642,078	2,768,399
Balance at Dec. 31, 2019	$ 39	$ (8,184)	$ 406,198	$ (187,116)	$ 210,937

Consolidated Statements of Changes in Shareholders' Equity (Parentheticals) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Issuance of common stock, issuance costs	$ 108

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,747)	$ (17,932)
Net loss from discontinued operations		21,124
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
Depreciation and amortization	13,940	13,174
Non-cash interest expense	1,387	1,830
Share-based compensation	10,341	14,681
Provision for bad debts	2,550	462
Write-off of intangible assets	425	1,517
Deferred income taxes	35	46
Allocation of expenses to Red Violet		(325)
Changes in assets and liabilities:
Accounts receivable	(6,978)	(12,836)
Prepaid expenses and other current assets	104	(304)
Other non-current assets	(551)	683
Operating lease assets and liabilities, net	1,473
Accounts payable	6,028	249
Accrued expenses and other current liabilities	(1,626)	6,771
Deferred revenue	663	179
Other	(26)
Net cash provided by operating activities from continuing operations	26,018	29,319
Net cash used in operating activities from discontinued operations		(5,835)
Net cash provided by operating activities	26,018	23,484
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(2,088)	(238)
Business acquisition, net of cash acquired	(7,246)
Capitalized costs included in intangible assets	(2,624)	(1,236)
Capital contributed to Red Violet		(19,728)
Net cash used in investing activities from continuing operations	(11,958)	(21,202)
Net cash used in investing activities from discontinued operations		(1,386)
Net cash used in investing activities	(11,958)	(22,588)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares, net of issuance costs		13,392
Proceeds from debt obligations, net of debt costs		67,182
Repayments of long-term debt	(8,034)	(76,787)
Taxes paid related to net share settlement of vesting of restricted stock units	(3,120)	(1,989)
Repurchase of treasury stock	(1,792)	(9)
Debt financing costs	(204)
Net cash (used in) provided by financing activities	(13,150)	1,789
Net increase in cash, cash equivalents and restricted cash	910	2,685
Cash, cash equivalents and restricted cash at beginning of period	19,249	16,564
Cash, cash equivalents and restricted cash at end of period	20,159	19,249
SUPPLEMENTAL DISCLOSURE INFORMATION
Cash paid for interest	5,387	6,429
Cash paid for income taxes	135
Share-based compensation capitalized in intangible assets	10,430	30,997
Non-cash additions to property and equipment		198
Furniture, fixtures and office equipment obtained under capital lease obligations		747
Change in value of puttable option classified as liability		(200)
Continuing Operations [Member]
SUPPLEMENTAL DISCLOSURE INFORMATION
Share-based compensation capitalized in intangible assets	$ 89	$ 423

Note 1 - Principal Activities and Organization	12 Months Ended
Note 1 - Principal Activities and Organization	Dec. 31, 2019
Notes to Financial Statements
Business Description and Basis of Presentation [Text Block]	1. Principal activities and organization (a) Principal activities Fluent, Inc. (“Fluent,” or the “Company”), a Delaware corporation, is an industry leader in data-driven digital marketing services. The Company primarily performs customer acquisition services by operating highly scalable digital marketing campaigns, through which the Company connects its advertiser clients with consumers they are seeking to reach. The Company delivers data and performance-based marketing executions to its clients, which in 2019 included over 500 consumer brands , direct marketers and agencies across a wide range of industries, including Financial Products & Services, Media & Entertainment, Health & Wellness, Staffing & Recruitment and Retail & Consumer. (b) Organization Spin-off of Red Violet On March 26, 2018, the Company completed the spin-off (the "Spin-off") of its risk management business from its digital marketing business by way of a distribution of all the shares of common stock of the Company's wholly-owned subsidiary, Red Violet, Inc. ("Red Violet"), to the Company's stockholders of record as of March 19, 2018 (the "Record Date'') and certain warrant holders. The distribution occurred by way of a pro-rata distribution to such common stock and warrant holders, each of whom received one share of Red Violet's common stock for every 7.5 shares of the Company's common stock held on the Record Date, or to which they were entitled under their warrants. Following the Spin-off of Red Violet, the Company's common stock continued trading on The NASDAQ Stock Market ("NASDAQ"), and Red Violet became an independent public company. All of the Company's former subsidiaries that operated the risk management business are owned by Red Violet. In accordance with Accounting Standards Codification ("ASC") 205 - 20, Discontinued Operations , issued by the Financial Accounting Standards Board ("FASB"), the financial results of Red Violet are reflected in the Company's consolidated financial statements as discontinued operations and, therefore, are presented as assets and liabilities of discontinued operations on the consolidated balance sheets, loss from discontinued operations on the consolidated statements of operations and cash activity from discontinued operations on the consolidated statements of cash flows. See Note 5, Discontinued operations .

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Significant Accounting Policies [Text Block]

Summary of significant accounting policies

(a) Basis of preparation

The accompanying consolidated financial statements of the Company and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC").

Principles of consolidation

All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation.

(b) Use of estimates

The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, purchase accounting and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

Cash and cash equivalents consist of cash on hand and bank deposits with original maturities of

three

months or less, which are unrestricted as to withdrawal and use. Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on

October 10, 2018

for office space in New York City.

The Company’s cash, cash equivalents and restricted cash are held in major financial institutions located in the United States, which have high credit ratings. As of

December 31, 2019

and

2018

, cash and cash equivalents were available for use in servicing the Company's debt obligations and general operating purposes.

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments. The Company places its temporary cash instruments with highly rated financial institutions within the United States, and, at times,

may

maintain balances in such institutions in excess of the

$250

thousand dollar U.S. Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of its financial institutions to mitigate this risk.

(d) Accounts receivable and allowance for doubtful accounts

Accounts receivable are due from customers, which are generally unsecured, and consist of amounts earned but

not

yet collected.

None

of the Company’s accounts receivable bear interest.

The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management determines this allowance based on reviews of customer-specific facts and circumstances. Account balances are charged off against the allowance for doubtful accounts after all customary means of collection have been exhausted and the potential for recovery is considered remote. The Company does

not

have off-balance sheet credit exposure related to its customers. As of

December 31, 2019

and

2018

, the Company's allowance for doubtful accounts was

$1,967

and

$1,751

, respectively.

Movements within the allowance for doubtful accounts consist of the following:

	Year Ended December 31,
(In thousands)	2019			2018
Beginning balance	$	1,751		$	1,624
Charges to expenses		2,550			462
Write-offs		(2,334	)		(335	)
Ending balance	$	1,967		$	1,751

(e) Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation or amortization. Expenditures for maintenance, repairs and minor renewals are charged to expense in the period incurred. Betterments and additions are capitalized. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. The estimated useful lives of property and equipment are as follows:

	Years
Computer and network equipment		5
Furniture, fixtures and office equipment		7
Leasehold improvements		6-7

Assets to be disposed of, and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. When items of property and equipment are retired or otherwise disposed of, loss or income on disposal is recorded for the difference between the net book value and proceeds received therefrom.

(f) Business combination

The Company records acquisitions pursuant to ASC

805,

Business Combinations,

by allocating the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and estimated fair values of intangible assets acquired. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are

not

limited to, future expected cash flows from acquired intangible assets, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results

may

differ from estimates. During the measurement period, the Company

may

record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings.

(g) Intangible assets other than goodwill

The Company’s intangible assets are initially capitalized based on actual costs incurred, acquisition cost, or fair value if acquired as part of a business combination. These intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which are the periods over which these assets are expected to contribute directly or indirectly to the future cash flows of the Company. The Company’s intangible assets represent purchased intellectual property, software developed for internal use, acquired proprietary technology, customer relationships, trade names, domain names, databases and non-competition agreements, including those resulting from acquisitions. Intangible assets have estimated useful lives of

years.

In accordance with ASC

350

40,

Software - Internal-Use Software,

the Company capitalizes eligible costs, including applicable salaries and benefits, share-based compensation, travel, and other direct costs of developing internal-use software that are incurred in the application development stage. Once the internal-use software is ready for its intended use, it is amortized on a straight-line basis over its useful life.

Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts

may

not

be recoverable in accordance with ASC

360

15,

Impairment or Disposal of Long-Lived Assets.

In evaluating intangible assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with ASC

360

15.

To the extent that estimated future undiscounted net cash flows are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value.

Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses and terminal growth rates.

For the year ended

December 31, 2019,

the Company determined the value of intangible assets was recoverable except for certain internally developed software costs, as discussed in Note

Intangible assets, net

. As of

December 31, 2018,

the Company assessed whether there were any triggering events that would indicate a potential impairment of its long-lived intangible assets and did

not

identify any such triggering events or impairment indicators. During the

third

quarter of

2019,

the Company determined that its declining operating results constituted a triggering event. As such, the Company conducted an interim test of the recoverability of its long-lived assets. Based on the results of the recoverability test, the Company determined that, as of

September 30, 2019,

its long-lived assts were

not

impaired. As of

December 31, 2019,

the Company assessed whether there were any triggering events that would indicate a potential impairment of its long-lived intangible assets and did

not

identify any such triggering events or impairment indicators.

(h) Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of

December 31, 2019

and

2018

, the goodwill balance relates to the acquisition of Interactive Data, LLC, the Fluent Acquisition (as defined in Note

Intangible assets, net

), the Q Interactive Acquisition (as defined in Note

Intangible assets, net

) and the AdParlor Acquisition (as defined in Note

15,

Business acquisition

In accordance with ASC

350,

Intangibles - Goodwill and Other

, goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets

may

not

be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than

not

that its fair value exceeds the carrying value. For purposes of reviewing impairment and the recoverability of goodwill, we make certain assumptions regarding estimated future cash flows and other factors in determining the fair values, including market multiples and discount rates, among others.

Goodwill is tested for impairment at the reporting unit level and is conducted by estimating and comparing the fair value of each of the Company’s reporting units to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the Company recognizes an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit.

(i) Fair value of financial instruments

ASC

820,

Fair Value Measurements and Disclosures,

establishes a

three

-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value based on the extent to which inputs used in measuring fair value are observable in the market. These tiers include:

•

Level

– defined as observable inputs, such as quoted prices in active markets;


	•	Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and


	•	Level 3 – defined as unobservable inputs, for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The fair value of the Company’s cash, cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. As of

December 31, 2019

, the Company regards the fair value of its long-term debt to approximate its carrying value. This fair value assessment represents a Level

measurement. See Note

10,

Long-term debt, net.

(j) Revenue recognition

Effective

January 1, 2018,

we adopted Accounting Standards Update ("ASU")

2014

09,

Revenue from Contracts with Customers

("ASC

606"

), using the modified retrospective method applied to all contracts that were

not

completed contracts at the date of initial application. There was

impact on the opening balance of accumulated deficit on the consolidated balance sheet and statement of changes in shareholders' equity as of

January 1, 2018

due to the adoption of ASC

606.

Revenue is recognized when control of goods or services is transferred to customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records, based on predefined qualifying characteristics specified by the customer or (b) generate conversions, based on predefined user actions (for example, a click, a registration or the installation of an app) and subject to certain qualifying characteristics specified by the customer.

The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts as

one

collective group, rather than by individual contract. Based on historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company concluded that the financial statement effects are

not

materially different than accounting for revenue on a contract-by-contract basis.

Revenue is recognized upon satisfaction of associated performance obligations. The Company's customers simultaneously receive and consume the benefits provided, as the Company satisfies its performance obligations. Furthermore, the Company elected the "right to invoice" practical expedient available within ASC

606

as the measure of progress, since the Company has a right to payment from a customer in an amount that corresponds directly with the value of the performance completed to date. The Company's revenue arrangements do

not

contain significant financing components. The Company has further concluded that revenue does

not

require disaggregation.

For each identified performance obligation in a contract with a customer, the Company assesses whether it or the

third

-party supplier is the principal or agent. In arrangements where Fluent has substantive control of the specified goods and services, is primarily responsible for the integration of products and services into the final deliverable to the customer, has inventory risk and discretion in establishing pricing, Fluent is considered to have acted as the principal. For performance obligations in which Fluent so acts as principal, the Company records the gross amount billed to the customer within revenue and the related incremental direct costs incurred as cost of revenue. If the

third

-party supplier, rather than Fluent, is primarily responsible for the performance and deliverable to the customer, and Fluent solely arranges for the

third

-party supplier to provide services to the customer, Fluent is considered to have acted as the agent. For performance obligations for which Fluent so acts as the agent, the net fees on such transactions are recorded as revenue, with

associated costs of revenue for the Company.

If a customer pays consideration before the Company's performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of

December 31, 2019

and

2018

, the balance of deferred revenue was

$1,140

and

$444

, respectively. The majority of the deferred revenue balance as of

December 31, 2019

will be recognized into revenue during the

first

quarter of

2020.

When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of

December 31, 2019

and

2018

, unbilled revenue included in accounts receivable was

$29,061

and

$25,545

, respectively. In line with industry practice, the unbilled revenue balance is recorded based on the Company's internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have

not

been materially different from actual revenue billed.

Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing in the consolidated statements of operations. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract.

In addition, the Company elected the practical expedient to

not

disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of

one

year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

(k) Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or

third

-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition.These media costs are used primarily to drive user traffic to the Company's and its clients' media properties. Cost of revenue additionally consists of indirect costs such as data verification, hosting and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses.

(l) Advertising costs

Advertising costs are charged to operations as incurred. For the years ended

December 31, 2019

and

2018

, advertising costs, included in sales and marketing expenses, were

$1,354

and

$1,471

, respectively.

(m) Share-based compensation

The Company accounts for share-based compensation in accordance with ASC

718,

Compensation - Stock Compensation

("ASC

718"

). Under ASC

718,

for awards with time-based conditions, the Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award and generally recognizes such costs on a straight-line basis over the period the recipient is required to provide service in exchange for the award, which generally is the vesting period. For awards with market conditions, the Company recognizes costs on a straight-line basis, regardless of whether the market conditions are achieved and the awards ultimately vest. For awards with performance conditions, the Company begins recording share-based compensation when achievement of the performance criteria is probable. The company recognizes forfeitures as they occur.

(n) Income taxes

The Company accounts for income taxes in accordance with ASC

740,

Income Taxes

, which requires the use of the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in income in the period that the change in tax rates or laws is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than

not

that some portion or all of the deferred tax assets will

not

be realized based on management's review of historical results and forecasts.

ASC

740

clarifies the accounting for uncertain tax positions. This interpretation requires that an entity recognizes in its financial statements the impact of a tax position, if that position is more likely than

not

of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than

50%

likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s accounting policy is to accrue interest and penalties related to uncertain tax positions, if and when required, as interest expense and a component of other expenses, respectively, in the consolidated statements of operations.

(o) Loss (income) per share

Basic loss (income) per share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods, in addition to restricted stock units ("RSUs") and restricted common stock that are vested

not

delivered. Diluted loss (income) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and is calculated using the treasury stock method for stock options and unvested shares. Common equivalent shares are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

(p) Segment data

The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in making decisions regarding resource allocation and performance assessment. The Company defines the term “chief operating decision maker” to be its chief executive officer. The Company has determined it has

two

operating segments and

two

corresponding reporting units, “Fluent” and “All Other,” and

one

reportable segment. “All Other” represents the operating results of AdParlor, LLC, a digital advertising solution for social media buying (see Note

15,

Business acquisition

) and is included in segment reporting for purposes of reconciliation of the respective balances below to the consolidated financial statements. “Fluent,” for the purposes of segment reporting, represents the consolidated operating results of the Company excluding “All Other.”

(q) Contingencies

In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss.

(r) Recently issued and adopted accounting standards

Accounting pronouncements

not

listed below were assessed and determined to be

not

applicable or are expected to have minimal impact on our Consolidated Financial Statements.

February 2016,

the FASB issued ASU

No.

2016

("ASU

2016

02"

Leases (ASC

842

)

, and additional changes, modifications, clarifications or interpretations thereafter, which generally require companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. Effective

January 1, 2019,

the Company adopted ASU

2016

using a modified retrospective approach and elected the ‘package of practical expedients’ introduced in ASU

2018

11,

Leases: Targeted Improvements,

which permitted the Company

not

to reassess prior conclusions about lease identification, classification and initial direct costs.

As of

January 1, 2019,

the adoption of ASU

2016

resulted in the recording of right-of-use assets and operating lease liabilities of

$10,866

and

$11,138,

respectively, on the consolidated balance sheets. The difference between the right-of-use assets and operating lease liabilities was recorded as a write-off of the previously recognized deferred rent liability, which was included in accrued expenses and other current liabilities on the consolidated balance sheets. ASU

2016

did

not

impact the Company's consolidated statements of operations or consolidated statements of cash flows. The accounting for financing leases, previously referred to as capital leases, was unchanged as a result of the adoption of ASU

2016

02.

Subsequent to the adoption of ASC

842,

Leases,

the Company will continue to recognize, on a discounted basis, its minimum commitments under noncancelable operating leases on its consolidated balance sheets. ASC

842

also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. Accordingly, the Company did

not

recognize right-of-use assets or lease liabilities for qualifying leases, including existing short-term leases in effect at the transition date. The Company will recognize those payments on the consolidated statements of operations on a straight-line basis over the lease term. Additionally, the Company elected the practical expedient to

not

separate lease and non-lease components for all of its leases. See Note

Lease commitments

, for additional disclosures.

January 2016,

FASB issued ASU

No.

2016

13,

Financial Instruments - Credit Losses,

and additional changes, modifications, clarifications or interpretations thereafter, which require a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available-for-sale debt securities at the amount expected to be collected. The new guidance is effective for annual and interim periods beginning after

December 15, 2022,

and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

Note 3 - Loss (Income) Per Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Text Block]

Loss (income) per share

For the years ended

December 31, 2019

and

2018

basic and diluted (loss) income per share was as follows:

	Year Ended December 31,
(In thousands, except share data)	2019			2018
Numerator:
Net (loss) income from continuing operations	$	(1,747	)	$	3,192
Net loss from discontinued operations		—			(21,124	)
Net loss	$	(1,747	)	$	(17,932	)
Denominator:
Weighted average shares outstanding		76,357,393			73,470,197
Weighted average restricted shares vested not delivered		3,016,396			3,235,680
Total basic and diluted weighted average shares outstanding		79,373,789			76,705,877
Basic and diluted (loss) income per share: (1)
Continuing operations	$	(0.02	)	$	0.04
Discontinued operations	$	—		$	(0.28	)
Net loss	$	(0.02	)	$	(0.23	)

(

) (Loss) income per share amounts

may

contain summation differences due to rounding.

Based on exercise prices compared to the average stock prices for the years ended

December 31, 2019

and

2018,

certain stock equivalents, including stock options and warrants, have been excluded from the diluted weighted average share calculations due to their anti-dilutive nature.

	Year Ended December 31,
	2019		2018
Restricted stock units		3,394,370		3,831,965
Stock options		2,120,000		112,000
Warrants		2,398,776		2,498,776
Total anti-dilutive securities		7,913,146		6,442,741

Note 4 - Spin-off of Red Violet	12 Months Ended
Note 4 - Spin-off of Red Violet	Dec. 31, 2019
Notes to Financial Statements
Spin-off Transactions [Text Block]	4. Spin-off of Red Violet On February 12, 2018, the Company's Board of Directors approved a plan to spin off Red Violet, which was governed by a Separation and Distribution Agreement, as well as other related agreements between the Company and Red Violet, each entered into on February 27, 2018 (collectively, the “Spin-off Agreements”). The Company contributed $19.7 million in cash to Red Violet upon completion of the Spin-off. On February 28, 2018, a Registration Statement on Form 10 was filed by Red Violet with the SEC, which registered the shares of Red Violet that were distributed in the Spin-off. On March 7, 2018, the Company announced that the Board of Directors established March 19, 2018 as the record date ("Record Date") and March 26, 2018 as the distribution date (the “Distribution Date”) for the Spin-off. On March 9, 2018, in order to meet the NASDAQ initial listing requirement of a minimum $4.00 per share bid price, the Company adjusted the Spin-off ratio so that on the Distribution Date, stockholders of the Company received, by way of a dividend, one share of Red Violet common stock for each 7.5 shares of the Company's common stock held as of the Record Date. On March 8, 2018, the Compensation Committee of the Company's Board of Directors approved the acceleration (the "Acceleration") of an aggregate of 5,157,998 stock options, restricted stock units ("RSUs") and shares of restricted stock held by certain employees, consultants, and directors, including only those employees who would continue with Red Violet upon completion of the Spin-off, subject to such employees still being employed or providing services on the acceleration date, which was subsequently determined to be March 12, 2018 ( the "Acceleration Date"). Accordingly, share-based compensation expense of $15.5 million resulting from the Acceleration was recognized in discontinued operations during the first quarter of 2018.

Note 5 - Discontinued Operations

12 Months Ended

Dec. 31, 2019

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued operations

In accordance with ASC

205

20,

Discontinued Operations,

the financial results of Red Violet are reflected in the Company's consolidated financial statements as discontinued operations and, therefore, are presented as assets and liabilities of discontinued operations on the consolidated balance sheets, loss from discontinued operations on the consolidated statements of operations, and cash activity from discontinued operations on the consolidated statements of cash flows. As of the Spin-off date, the Company's additional paid-in capital decreased by the carrying value of the net assets of Red Violet of

$41,500.

For the year ended

December 31, 2018,

the financial results of operations of Red Violet were as follows:

	Year Ended
(In thousands)	2018
Major classes of line items constituting loss from discontinued operations:
Revenue	$	3,325
Cost of revenue (exclusive of depreciation and amortization)		2,017
Sales and marketing		1,089
General and administrative		1,852
Depreciation and amortization		451
Loss from operations of discontinued operations, net of $0 income taxes		(2,084	)
Loss on disposal of discontinued operations, net of $0 income taxes		(19,040	)
Net loss from discontinued operations	$	(21,124	)

For the year ended

December 31, 2018,

included in the net loss from discontinued operations is a loss on disposal of discontinued operations of

$19,040,

of which an aggregate of

$16,030

represents non-cash charges. The loss on disposal of discontinued operations consisted of the following:

	Year Ended
(In thousands)	2018
Share-based compensation expense (1)	$	15,548
Write-off of unamortized debt costs (2)		284
Write-off of certain prepaid expenses		198
Spin-off related professional fees		2,012
Spin-off related employee compensation		998
Loss on disposal of discontinued operations	$	19,040

(

)

As discussed and defined in Note

Spin-off of Red Violet

, share-based compensation expense represents non-cash expense in connection with the Acceleration.

(

)

As discussed in Note

10,

Long-term debt, net

, in connection with the Spin-off, the Company repaid the Promissory Notes to certain shareholders, which resulted in a write-off of unamortized debt costs of

$284.

During the

first

quarter of

2018,

in connection with the Spin-off of Red Violet, an aggregate of

$7,708

was recognized in costs and expenses from continuing operations as Spin-off transaction costs, and included non-cash share-based compensation expense of

$5,409,

as a result of

2,041,000

shares of Transaction Grants (as defined in Note

13,

Share-based compensation

) and employee cash compensation of

$2,299.

Note 6 - Lease Commitments

12 Months Ended

Dec. 31, 2019

Lessee, Operating Leases [Text Block]

Lease commitments

At the inception of a contract, the Company determines whether the contract is or contains a lease based on the facts and circumstances present. Operating leases with terms greater than

one

year are recognized on the consolidated balance sheets as Operating lease right-of-use assets, Current portion of operating lease liability, and Operating lease liability, net. Financing leases with terms greater than

one

year are recognized on the consolidated balance sheets as Property and equipment, net, Accrued expenses and other current liabilities, and Other non-current liabilities. The Company has elected

not

to recognize leases with terms of

one

year or less on the consolidated balance sheets.

Lease obligations and their corresponding assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is typically

not

readily determinable, the Company utilizes an appropriate incremental borrowing rate, which is the rate incurred to borrow an amount equal to the applicable lease payments on a collateralized basis, over a similar term, and in a similar economic environment. Certain adjustments to the right-of-use asset

may

be required for items such as initial direct costs paid or incentives received. The components of a lease are split into

three

categories: lease components, non-lease components and non-components; however, the Company has elected to combine lease and non-lease components into a single component. Rent expense associated with operating leases is recognized over the expected term on a straight-line basis. In connection with financing leases, depreciation of the underlying asset is recognized over the expected term on a straight-line basis and interest expense is recognized as incurred.

The Company is party to a number of noncancelable operating and financing lease agreements that have original lease periods expiring between

2022

and

202

Although certain leases include options to renew, the Company does

not

assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The Company's lease agreements do

not

contain any material residual value guarantees, nor material restrictive covenants.

Effective

October 10, 2018,

the Company entered into a

seven

-year operating lease agreement for approximately

42,685

square feet of office space in New York City. In connection with this lease agreement, the Company was required to establish and maintain a

$1,480

cash collateral account, which is recorded in restricted cash on the consolidated balance sheets.

Additionally, the Company obtained the right to use certain furniture, fixtures and office equipment already installed in the new office space, which the Company has treated as a capital lease.

For the year ended

December 31, 2019,

the components of lease costs are as follows:

	Year Ended
(In thousands)	December 31, 2019
Operating leases:
Rent expense	$	2,070
Financing lease:
Leased furniture, fixtures and office equipment depreciation expense		243
Interest expense		43
Short-term leases:
Rent expense		418
Total lease costs	$	2,774

As of

December 31, 2019

, the weighted average lease-term and discount rate of the Company's leases are as follows:

	December 31, 2019
	Operating Leases			Financing Lease
Weighted average remaining lease-term (in years)		5.8			5.9
Weighted average discount rate		5.0	%		5.0	%

As of

December 31, 2019

, scheduled future maturities of the Company's lease liabilities are as follows:

(In thousands)	December 31, 2019
Year	Operating Leases			Financing Lease
2020	$	2,282		$	157
2021		2,287			157
2022		2,157			158
2023		2,222			169
2024		2,222			169
Thereafter		1,888			141
Total undiscounted cash flows		13,058			951
Less: imputed interest		(1,720	)		(128	)
Present value of lease liabilities	$	11,338		$	823

For the year ended

December 31, 2019,

supplemental cash flow information related to leases is as follows:

	Year Ended
(In thousands)	December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases (1)	$	867
Operating cash flows used for financing lease	$	50
Lease liabilities related to the acquisition of right-of-use assets:
Operating leases	$	568

(

)

For the year ended

December 31, 2019,

the Company received a cash reimbursement of

$640

for tenant improvements made to its New York City corporate headquarters.

Note 7 - Property and Equipment, Net

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment Disclosure [Text Block]

Property and equipment, net

Property and equipment, net consists of the following:

(In thousands)	December 31, 2019			December 31, 2018
Computer and network equipment	$	453		$	276
Furniture, fixtures and office equipment		940			564
Leased furniture, fixtures and office equipment		875			747
Leasehold improvements		1,290			1,023
Total cost of property and equipment		3,558			2,610
Less: accumulated depreciation and amortization		(695	)		(1,230	)
Property and equipment, net	$	2,863		$	1,380

For the years ended

December 31, 2019

and

2018

, depreciation of property and equipment was

$743

$490

, respectively.

Note 8 - Intangible Assets, Net

12 Months Ended

Dec. 31, 2019

Intangible Assets Disclosure [Text Block]

Intangible assets, net

Intangible assets, net, other than goodwill, consist of the following:

(In thousands)	Amortization period (years)		December 31, 2019			December 31, 2018
Gross amount:
Software developed for internal use		3	$	4,866		$	3,037
Acquired proprietary technology		4-5		13,661			11,459
Customer relationships		6-10		37,286			34,986
Trade names		4-20		16,657			16,357
Domain names		20		191			191
Databases		5-10		31,292			31,292
Non-competition agreements		2-5		1,768			1,768
				105,721			99,090
Accumulated amortization:
Software developed for internal use				(1,995	)		(1,282	)
Acquired proprietary technology				(9,516	)		(6,987	)
Customer relationships				(19,396	)		(14,417	)
Trade names				(3,359	)		(2,504	)
Domain names				(39	)		(29	)
Databases				(14,182	)		(10,573	)
Non-competition agreements				(1,631	)		(1,486	)
				(50,118	)		(37,278	)
Net intangible assets:
Software developed for internal use				2,871			1,755
Acquired proprietary technology				4,145			4,472
Customer relationships				17,890			20,569
Trade names				13,298			13,853
Domain names				152			162
Databases				17,110			20,719
Non-competition agreements				137			282
			$	55,603		$	61,812

The gross amounts associated with software developed for internal use primarily represent capitalized costs of internally developed software. The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, databases and non-competition agreements primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective

December 8, 2015 (

the "Fluent Acquisition"), the acquisition of Q Interactive, LLC, effective

June 8, 2016 (

the "Q Interactive Acquisition") and the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective

July 1, 2019 (

as further discussed in Note

15,

Business acquisition

For the years ended

December 31, 2019

and

2018

, amortization expenses related to intangible assets, and included in depreciation and amortization expenses in the Company's consolidated statements of operations, were

$13,197

and

$12,684

, respectively.

For the years ended

December 31, 2019

and

2018

, the Company capitalized

$2,713

and

$1,659

, respectively, most of which was related to internally developed software, and wrote off

$425

and

$1,517

, respectively, due to abandonment of certain internally developed software whose net carrying values were

not

recoverable. In addition, the Company recorded

4,700

for the year ended

December 31, 2019

related to the AdParlor Acquisition.

As of

December 31, 2019

, estimated amortization expenses related to the Company’s intangible assets for

2020

through

2025

and thereafter are as follows:

(In thousands)
Year	December 31, 2019
2020	$	13,698
2021		10,885
2022		9,521
2023		4,718
2024		4,350
2025 and thereafter		12,431
Total	$	55,603

Note 9 - Goodwill

12 Months Ended

Dec. 31, 2019

Goodwill Disclosure [Text Block]

Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of

December 31, 2019

, the goodwill balance relates to the Interactive Data Acquisition, the Fluent Acquisition, the Q Interactive Acquisition and the AdParlor Acquisition (as further discussed in Note

15,

Business acquisition

). As of

December 31, 2019

and

2018

, the change in the carrying value of goodwill for our operating segments (as defined in Note

14,

Segment information

), are listed below:

(In thousands)	Fluent		All Other		Total
Balance as at December 31, 2018	$	159,791	$	—	$	159,791
AdParlor Acquisition		—		4,983		4,983
Balance as at December 31, 2019	$	159,791	$	4,983	$	164,774

Note 10 - Long-term Debt, Net

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Text Block]

10.

Long-term debt, net

Long-term debt, net, related to the Refinanced Term Loan and Note Payable (as defined below) consisted of the following:

(In thousands)	December 31, 2019			December 31, 2018
Refinanced Term Loan due 2023 (less unamortized discount of $3,715)	$	48,571		$	55,472
Note Payable due 2021 (less unamortized discount of $100)		2,400			—
Long-term debt, net		50,971			55,472
Less: Current portion of long-term debt		(6,873	)		(3,500	)
Long-term debt, net (non-current)	$	44,098		$	51,972

Refinanced Term Loan

In connection with the Spin-off of Red Violet, Fluent, LLC refinanced and fully repaid the existing term loans (the "Term Loans") and certain promissory notes (the "Promissory Notes"), which had been entered into on

December 8, 2015,

with a new term loan in the amount of

$70.0

million ("Refinanced Term Loan"), pursuant to a Limited Consent and Amendment

No.

("Amendment

No.

) to its Credit Agreement (the "Credit Agreement"), effective on

March 26, 2018 (

the "Refinancing"). As of

December 31, 2019

, the Refinanced Term Loan had a principal balance of

$52.3.

The Refinanced Term Loan is guaranteed by the Company and its direct and indirect subsidiaries, and is secured by substantially all of the assets of the Company and its direct and indirect subsidiaries, including Fluent, LLC, in each case, on an equal and ratable basis. The Refinanced Term Loan accrues interest at the rate of either, at Fluent's option, (a) LIBOR (subject to a floor of

0.50%

) plus

7.00%

per annum, or (b) the base rate (generally equivalent to the U.S. prime rate) plus

6.0%

per annum, payable in cash. Interest under the Refinanced Term Loan is payable monthly. Scheduled principal amortization of the Refinanced Term Loan is

$875

per quarter, commencing with the fiscal quarter ended

June 30, 2018.

The Refinanced Term Loan matures on

March

26,

2023.

March 26, 2018,

proceeds from the Refinanced Term Loan were utilized to repay, in full, the outstanding principal amount plus accrued PIK interest of the Term Loans and Promissory Notes of

$55,586

and

$11,425,

respectively. Prepayment premiums and unamortized debt costs associated with the Term Loans of

$2,818

and

$3,136,

respectively, were capitalized in the balance of the Refinanced Term Loan and are being amortized over the remaining period of the Refinanced Term Loan. In addition, refinancing costs paid to

third

parties of

$193

were recognized in loss on disposal of discontinued operations. See Note

Discontinued operations

The Credit Agreement, as amended, requires the Company to maintain and comply with certain financial and other covenants, commencing with the

fiscal quarter ended

June 30, 2018

. In addition, the Credit Agreement, as amended, includes certain prepayment provisions, including mandatory quarterly principal prepayments of the Refinanced Term Loan with a portion of the Company's excess cash flow, as defined in the Credit Agreement. For the

fourth

quarter ended

December 31, 2019

, the quarterly prepayment resulting from excess cash flow i

$2,123

As of

December 31, 2019

, this amount was reclassified to the current portion of long-term debt and will be paid during the

fourth

quarter. At

December 31, 2019

, the Company was in compliance with all of the financial and other covenants under the Credit Agreement.

Note Payable

July 1, 2019,

in connection with the AdParlor Acquisition (as further discussed in Note

15,

Business acquisition),

the Company issued a promissory note (the "Note Payable") in the principal amount of

$2,350,

net of discount of

$150

from imputing interest on the non-interest bearing note using a

4.28%

rate. The promissory note is guaranteed by the Company's subsidiary, Fluent, LLC, will

not

accrue interest except in the case of default, is payable in

two

equal installments on the

first

and

second

anniversaries of the date of closing of the acquisition and is subject to setoff in respect of certain indemnity and other matters. As of

December 31, 2019

, the Note Payable had a principal balance of

$2.5.

Maturities

As of

December 31, 2019

, scheduled future maturities of the Refinanced Term Loan and Note Payable, including the required principal prepayment based on a portion of the Company's quarterly excess cash flow and excluding potential future additional principal prepayments, are as follows:

(In thousands)
Year
2020	$	6,873
2021		4,750
2022		3,500
2023		39,663
Total maturities	$	54,786

Fair value

As of

December 31, 2019

, the fair value of long-term debt is considered to approximate its carrying value. The fair value assessment represents a Level

measurement.

Note 11 - Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Text Block]

11.

Income taxes

The Company is subject to federal and state income taxes in the United States. For the years ended

December 31, 2019

and

2018

, the expense for income taxes on loss (income) from continuing operations consisted of the following:

	Year Ended December 31
(In thousands)	2019			2018
Current:
Federal	$	—		$	—
State		—			—
Foreign		39			—
Total current		39			—
Deferred:
Federal		439			3,726
State		(20	)		81
Foreign		(18	)
Less: valuation allowance		(366	)		(3,761	)
Total deferred		35			46
Income tax expense	$	74		$	46

For the years ended

December 31, 2019

and

2018

, reconciliation of the Company's effective income tax rate to the U.S. corporate statutory income tax rate is as follows:

	Year Ended December 31,
(In thousands)	2019					2018
Income tax expense at federal statutory rate	$	(351	)	21.0	%	$	680		21.0	%
Share-based compensation shortfall (windfall)		(425	)	25.4			7,080		218.7
Effect of state taxes, net of federal tax benefit		(16	)	1.0			64		2.0
Non-deductible items		934		(55.8	)		585		18.1
Return to provision adjustment		224		(13.4	)		(4	)	(0.1	)
Foreign rate difference		3		—			—		—
Other		71		(4.2	)		27		0.8
Change in valuation allowance		(366	)	21.9			(8,386	)	(259.0	)
Income tax expense	$	74		(4.4	)%	$	46		1.4	%

As of

December 31, 2019

and

2018

, the components of deferred tax assets and liabilities consist of the following:

(In thousands)	December 31, 2019			December 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$	5,073		$	8,908
Share-based compensation		6,322			5,753
Interest expense limitation		1,951			2,171
Accounts receivable, net		504			451
Accrued expenses and other current liabilities		—			74
Property and equipment, net		—			73
Acquisition costs		229			—
Operating lease liability		2,910
Other		216			145
		17,205			17,575
Valuation allowance		(4,872	)		(5,238	)
		12,333			12,337
Deferred tax liabilities:
Intangible assets		(9,767	)		(12,383	)
Operating lease right-of-use asset		(2,532	)
Deferred revenue		(4	)		—
Property and equipment, net		(111	)		—
		(12,414	)		(12,383	)
Net deferred tax liability	$	(81	)	$	(46	)

As of

December 31, 2019

, the Company has federal net operating losses of

$21,661

, of which

$12,054

begin to expire in

2035

, and

$9,607

which can be carried forward indefinitely. As of

December 31, 2019

, the Company has state net operating loss carryforwards of

$31,170

, which begin to expire in

2035

. Certain net operating losses generated by the Company in

2014

and

2015

are subject to annual limitation under IRC Section

382

due to ownership changes.

For the year ended

December 31, 2018,

the Spin-off of Red Violet contributed to a

1,500

decrease to the net deferred tax assets of the Company, which was fully offset by a corresponding reduction to the valuation allowance. The aforementioned decrease represents the net deferred tax assets attributable to Red Violet on the date of the Spin-off.

As of

December 31, 2019

and

2018

, the Company recorded a full valuation allowance against its net deferred tax assets of

$4,872

and

$5,238

, respectively. For the year ended

December 31, 2019

, the decrease in the valuation allowance is primarily a result of the movement in the net deferred tax asset in the current year. The Company intends to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the release of all or some portion of these allowances. Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release

may

be recorded, however, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company files tax returns in federal and certain state and local jurisdictions. The

2015

tax year is the earliest tax year that remains subject to examination by the following taxing authorities in major jurisdictions: Federal, California, New York and New York City. Since inception, the Company has generated net operating losses, and thus the

2014

tax year remains open to examination by taxing authorities to the extent the net operating losses generated in such year are utilized in subsequent periods with open statutes.

For the years ended

December 31, 2019

and

2018

, reconciliation of the gross amounts of unrecognized tax benefits, excluding accrued interest and penalties, consists of the following:

	Year Ended December 31,
(In thousands)	2019		2018
Unrecognized tax benefits, opening balance	$	1,480	$	1,134
Increase in unrecognized tax benefits		—		346
Unrecognized tax benefits, ending balance	$	1,480	$	1,480

The unrecognized tax benefits, if recognized, would result in an increase to net operating losses that would be subject to a valuation allowance and, accordingly, result in

impact to the Company’s annual effective tax rate. As of

December 31, 2019

, the Company has

not

accrued any interest or penalties with respect to its uncertain tax positions.

The Company does

not

anticipate a significant increase or reduction in unrecognized tax benefits within the next

twelve

months.

Note 12 - Common Stock, Treasury Stock and Warrants

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note Disclosure [Text Block]

12.

Common stock, treasury stock and warrants

Common stock

As of

December 31, 2019,

2018

and

2017

, the number of issued shares of common stock was

78,642,078

76,525,581

and

61,631,573,

respectively, which included shares of treasury stock of

2,768,399

1,233,198

and

352,523,

respectively.

For the year ended

December 31, 2019

, the change in the number of issued shares of common stock comprised the following issuances:

•

An aggregate of

2,116,497

shares of common stock were issued as a result of the vesting of RSUs and included

567,447

shares of common stock withheld to cover withholding taxes upon such vesting, which are reflected as additions to treasury stock in the consolidated statements of changes in shareholders' equity.

For the year ended

December 31, 2018

, the change in the number of issued shares of common stock comprised the following issuances:

•

An aggregate of

12,194,008

shares of common stock were issued as a result of the vesting of RSUs and included

875,675

shares of common stock withheld to cover withholding taxes upon such vesting, which are reflected as additions to treasury stock in the consolidated statements of changes in shareholders' equity.


•	An aggregate of 2,700,000 shares of common stock were issued in a registered direct offering ("Registered Direct Offering") to certain institutional investors with a purchase price of $5.00 per share, pursuant to a definitive securities purchase agreement entered into on January 10, 2018, for proceeds of $13,392, net of issuance costs of $108.


•	Concurrent with the Registered Direct Offering, the Company issued to these institutional buyers, for no additional consideration, warrants to purchase an aggregate of 1,350,000 shares of common stock. These warrants have an exercise price of $6.00 per share and are exercisable until July 11, 2020.

Treasury stock

As of

December 31, 2019,

2018

and

2017

, the Company held

2,768,399

1,233,198

and

352,523

shares in treasury, with a cost of

$8,184

$3,272

and

$1,274,

respectively. The Company's share-based incentive plans allow employees the option to either make cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock

may

be taken into treasury stock by the Company or sold on the open market.

For the year ended

December 31, 2019

567,447

shares were withheld to cover withholding taxes owed by certain employees, all of which were taken into treasury stock. During the

fourth

quarter of

2019,

the Company repurchased

967,754

of its own shares

as part of a stock repurchase program

authorized by the Company's Board of Directors on

November 19, 2019

For the year ended

December 31, 2018

875,675

shares were withheld to cover withholding taxes owed by certain employees, all of which were taken into treasury stock,

729,167

of which represented accelerated vesting from Red Violet employees who received shares on

April 9, 2018

in connection with the Spin-off. On

October 17, 2018,

the Company repurchased

5,000

shares from an outside investor.

Warrants

As of

December 31, 2019,

2018

and

2017

, warrants to purchase an aggregate of

2,398,776

2,498,776

and

1,273,776

shares of common stock were outstanding, respectively. The current exercise prices for outstanding issuances range from

3.75

6.00

per share.

July 9, 2018

the Company entered into First Amendments (the "First Amendments") to the Amendments to Warrants and Agreements to Exercise ("Amended Whitehorse Warrants") with (i) H.I.G. Whitehorse SMA ABF, L.P. regarding

46,667

warrants to purchase common stock of the Company, par value

$0.0005

per share, at an exercise price of

$3.00

per share; (ii) H.I.G. Whitehorse SMA Holdings I, LLC regarding

66,666

warrants to purchase common stock of the Company at an exercise price of

$3.00

per share; and (iii) Whitehorse Finance, Inc. regarding

186,667

warrants to purchase common stock of the Company at an exercise price of

$3.00

per share. In

November 2017,

the Amended Whitehorse Warrants were exercised and the Company issued an aggregate of

300,000

shares of common stock of the Company (the "Warrant Shares") to the warrant holders. Pursuant to the First Amendments, the warrant holders have the right, but

not

the obligation, to require the Company to purchase from these warrant holders the

300,000

Warrant Shares at

$3.8334

per share (the "Put Right"), which could be exercised

during the period commencing

January 1, 2019

and ending

December 15, 2019.

December 6, 2019,

the Company entered into the Second Amendments to the Amended Whitehorse Warrants, pursuant to which the expiration of the Put Right was extended from

December 15, 2019

January 31, 2020.

See Note

18,

Subsequent events

In accordance with ASC

480,

Distinguishing Liabilities from Equity

, the Put Right should be classified within other current liabilities on the consolidated balance sheets when the market price of the Company's common stock is lower than the exercise price of

$3.8334

per share. As of

December 31, 2019

, the last reported sale price of the Company's common stock was lower than the exercise price, and as such the Put Right is classified in other current liabilities on the consolidated balance sheet.

For the year ended

December 31, 2018,

the increase in warrants resulted from the issuance of warrants to purchase an aggregate of

1,350,000

shares of common stock, with an exercise price of

$6.00

per share. These issuances occurred concurrent with the Registered Direct Offering. Pursuant to the First Amendments to the Amended Whitehorse Warrants, the parties agreed to reduce the price per share at which the warrant holders have the right, but

not

the obligation, to require the Company to purchase from the warrant holders the Warrant Shares to

$3.8334

per share, to modify the period during which the Put Right could be exercised to the period commencing

January 1, 2019

and ending

December 15, 2019

and to modify the minimum price that the warrant holders can transfer any of the Warrant Shares to

less than

$3.8334

per share.

Preferred stock

As of

December 31, 2019

and

2018

, the Company had

million shares of blank-check preferred stock with par value of

0.0001

per share authorized.

shares of preferred stock have been issued or are outstanding.

Note 13 - Share-based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Text Block]

13.

Share-based compensation

As of

December 31, 2019

, the Company maintains

two

share-based incentive plans: the Cogint, Inc.

2015

Stock Incentive Plan (the

"2015

Plan") and the Fluent, Inc.

2018

Stock Incentive Plan (the

"2018

Plan") which, combined, authorize the issuance of

21,087,368

shares of common stock. As of

December 31, 2019

, there were

3,623,502

shares of common stock reserved for issuance under the

2018

Plan. The primary purpose of the plans is to attract, retain, reward and motivate certain individuals by providing them with opportunities to acquire or increase their ownership interests in the Company.

Spin-off of Red Violet

March 8, 2018,

the Company's Compensation Committee approved the acceleration (the "Acceleration") of stock options, RSUs and restricted stock held by certain employees, consultants and directors, including only those employees who were to continue with Red Violet upon completion of the Spin-off, subject to such employees still being employed or providing services on

March 12, 2018 (

the "Acceleration Date"). An aggregate of

5,157,998

shares were accelerated, including

47,500

stock options,

4,960,498

RSUs (inclusive of

500,000

shares to Marlin Capital and

2,500,000

to Michael Brauser), and

150,000

shares of restricted stock. Share-based compensation expense of

$14,667

resulting from the Acceleration was recognized in loss on disposal of discontinued operations during the

first

quarter of

2018.

In connection with the Spin-off of Red Violet, common stock awards comprised of an aggregate of

304,000

shares were granted to certain employees of Red Violet ("Spin-off Grants") during the

first

quarter of

2018,

and related share-based compensation expense of

$881

was recognized in loss on disposal of discontinued operations. Additionally, an aggregate of

2,041,000

shares of common stock, subject to deferred delivery over a

three

-year period, were granted to certain Fluent employees as a result of the Spin-off ("Transaction Grants"), and related share-based compensation expense of

$5,409

was recognized in costs and expenses as part of the Spin-off transaction costs during the

first

quarter of

2018.

In total, share-based compensation expense of

$15,548,

resulting from the Acceleration and Spin-off Grants in connection with the Spin-off was recognized in loss on disposal of discontinued operations during the

first

quarter of

2018.

See Note

Discontinued operations

Stock options

January 31, 2019,

the Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company officers, which were issued on

February 1, 2019

from the shares available for issuance under the

2018

Plan. Subject to continuing service,

50%

of the shares subject to these stock options will vest if the Company's stock price remains above

125%

of the exercise price for

twenty

consecutive trading days, and the remaining

50%

of the shares subject to these stock options will vest if the Company's stock price remains above

156.25%

of the exercise price for

twenty

consecutive trading days; provided, that

shares will vest prior to the

first

anniversary of the grant date. As of

December 31, 2019

, the

first

condition had been met; therefore, subject to continuing service,

50%

of the shares subject to these stock options will vest on

February 1, 2020.

Any shares that remain unvested as of the

fifth

anniversary of the grant date will vest in full on such date. The fair value of the stock options granted was estimated at the trading day before the date of grant using a Monte Carlo simulation model. The range of the fair value of the stock options that were awarded is

$2.81

$2.86

per share. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:

Key Assumptions
Exercise price	$	4.72
Expected term (in years)		1.0 - 1.3
Expected volatility		65	%
Dividend yield		—	%
Risk-free rate		2.61	%

For the years ended

December 31, 2019

and

2018

, the activity related to stock options consisted of the following:

	Number of options			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value
Outstanding as of December 31, 2017		222,000		$	12.59		5.4		—
Expired		(110,000	)		11.17
Outstanding as of December 31, 2018		112,000			13.98		2.8		—
Granted		2,064,000			4.72		9.1
Forfeited		(56,000	)		4.72
Outstanding as of December 31, 2019		2,120,000			5.21		8.7		—
Options exercisable as of December 31, 2019		112,000		$	13.98		1.8		—

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company’s common stock at the end of the reporting period and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date.

For the year ended

December 31, 2019,

compensation expense recognized for stock options of

$4,611

was recognized in

sales and marketing, product development and general and administrative expenses in the consolidated statement of operations. For

the year ended

December 31, 2018,

compensation expense recognized for stock options of

$243

was recognized in discontinued operations in the consolidated statements of operations. As of

December 31, 2019

, there was

$1,082

of unrecognized share-based compensation with respect to outstanding stock options.

Restricted stock units and restricted stock

For the years ended

December 31, 2019

and

2018

, details of unvested restricted stock units ("RSUs") and restricted stock activity were as follows:

				Weighted average
	Number of units			grant date fair value
Unvested as of December 31, 2017		8,150,905		$	9.27
Granted (1)		4,598,125			2.63
Vested and delivered		(11,468,333	)		7.63
Withheld as treasury stock (2)		(875,675	)		6.05
Vested not delivered (3)		3,766,068			9.85
Forfeited		(339,125	)		4.68
Unvested as of December 31, 2018		3,831,965			7.95
Granted		2,275,094			4.82
Vested and delivered		(1,549,050	)		3.97
Withheld as treasury stock (2)		(567,447	)		4.13
Vested not delivered (3)		122,582			4.76
Forfeited		(718,774	)		4.13
Unvested as of December 31, 2019		3,394,370		$	8.03

(

)

As discussed in "Spin-off of Red Violet" above, included in the RSUs granted during the year ended

December 31, 2018

were an aggregate of

304,000

shares of Spin-off Grants that vested and were delivered in the

first

quarter of

2018,

and an aggregate of

2,041,000

shares of Transaction Grants that vested but were subject to deferred delivery over a

three

-year period.

(

)

As discussed in Note

12,

Common stock, treasury stock and warrants

the increase in treasury stock was primarily attributable to shares withheld to cover statutory withholding taxes upon the vesting of RSUs. As of

December 31, 2019

and

2018

, there were

2,768,399

and

1,233,198

outstanding shares of treasury stock, respectively.

(

)

Vested

not

delivered represents vested RSUs with delivery deferred to a future time. During the year ended

December 31, 2019

, there was a net decrease of

122,582

shares included in vested

not

delivered balance as a result of the delivery of

740,334

shares of Transaction Grants, partially offset by the vesting of

617,752

shares with deferred delivery election. During the year ended

December 31, 2018,

there was a net decrease of

3,766,068

shares included in vested

not

delivere

d balance, as a result of the delivery of

5,807,068

RSUs, partially offset by the vesting of the

2,041,000

shares of Transaction Grants subject to deferred delivery.

As of

December 31, 2019

and

2018

, there were

2,787,335

and

2,909,917

outstanding RSUs included in vested

not

delivered, respectively.

For the years ended

December 31, 2019

and

2018

, the Company recognized compensation

(included in sales and marketing, product development, general and administrative and discontinued operations in the consolidated statements of operations, and intangible assets in the consolidated balance sheets) for R

SUs and restricted stock of

$5,819

and

$15,104,

respectively. As of

December 31, 2019

, there was

$9,583

of unrecognized share-based compensation with respect to outstanding RSUs and restricted stock. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant.

As of

December 31, 2019

, unrecognized share-based compensation expense associated with the granted RSUs, restricted stock and stock options is

$10,665

, which is expected to be recognized over a weighted average period of

2.6

years. For the years ended

December 31, 2019

and

2018

, share-based compensation for the Company’s equity awards were allocated to the following lines in the consolidated financial statements:

	Year Ended December 31,
(In thousands)	2019		2018
Sales and marketing	$	971	$	2,856
Product development		889		676
General and administrative		8,481		5,740
Spin-off transaction costs		—		5,409
Discontinued operations		—		15,712
		10,341		30,393
Capitalized in intangible assets of continuing operations		89		423
Capitalized in intangible assets of discontinued operations		—		181
Total	$	10,430	$	30,997

Note 14 - Segment Information

12 Months Ended

Dec. 31, 2019

Segment Reporting Disclosure [Text Block]

14.

Segment information

The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The profitability measure employed by CODM is segment income (loss) from operations. As of

December 31, 2019

, the Company has

two

operating segments and

two

corresponding reporting units, “Fluent” and “All Other,” and

one

reportable segment. “All Other” represents operating results of AdParlor, LLC (see Note

15,

Business acquisition

) and is included for purposes of reconciliation of the respective balances below to the consolidated financial statements. “Fluent,” for the purposes of segment reporting, represents the consolidated operating results of the Company excluding “All Other.”

Summarized financial information concerning the Company's segments is shown in the following tables below:

	Year Ended December 31,
(In thousands)	2019			2018
Fluent segment revenue:
United States	$	246,697		$	227,269
International		31,138			23,011
Fluent segment revenue	$	277,835		$	250,280
All Other segment revenue:
United States	$	3,304		$	—
International		545			—
All Other segment revenue	$	3,849		$	—
Segment income (loss) from operations:
Fluent	$	5,093		$	11,372
All Other		126			—
Total income from operations		5,219			11,372
Interest expense, net		(6,892	)		(8,134	)
(Loss) income before income taxes from continuing operations	$	(1,673	)	$	3,238

	December 31,		December 31,
(In thousands)	2019		2018
Total assets:
Fluent	$	296,714	$	293,269
All Other		20,379		—
Total assets	$	317,093	$	293,269

Note 15 - Business Acquisition

12 Months Ended

Dec. 31, 2019

Business Combination Disclosure [Text Block]

15.

Business acquisition

July 1, 2019,

two

wholly owned subsidiaries of the Company, AdParlor, LLC (formerly known as AdParlor Acquisition, LLC), a Delaware limited liability company, and Fluent Media Canada, Inc., a British Columbia company (together with AdParlor, LLC, each a "Buyer" and collectively "Buyers"), completed the acquisition of substantially all of the assets of AdParlor Holdings, Inc., a Delaware corporation ("AdParlor Holdings"), AdParlor International, Inc., a Delaware corporation ("AdParlor International"), AdParlor Media, Inc., a Delaware corporation ("AdParlor Media US"), and AdParlor Media ULC, a British Columbia unlimited liability company (together with AdParlor Holdings, AdParlor International and AdParlor Media US, each a "Seller" and collectively "Sellers") pursuant to an Asset Purchase Agreement (the "Purchase Agreement") dated

June 17, 2019,

by and among Buyers, Sellers and the parent of the Sellers,

Ventures Group LLC, a Delaware limited liability company (the "AdParlor Acquisition"). The purpose of the acquisition was to expand the Company's performance-based marketing capabilities. In accordance with ASU

2017

01,

Business Combinations (ASC

805

): Clarifying the Definition of a Business

, the Company determined that the AdParlor Acquisition constituted the purchase of a business.

At closing, the Buyers paid to Sellers cash consideration of

$7,302,

net of adjustments for working capital and indebtedness, and issued a promissory note to Sellers with a present value of

$2,350

in exchange for substantially all of the assets of Sellers. This promissory note is guaranteed by Fluent, LLC, and will

not

accrue interest except in the case of default, is payable in

two

equal installments on the

first

and

second

anniversaries of the date of closing and is subject to setoff in respect of certain indemnity and other matters. See Note

10,

Long-term debt, net

for further detail. For the

twelve

months ended

December 31, 2019

, the Company incurred transaction-related expenses of

$483

in connection with the AdParlor Acquisition, which it recorded in general and administrative expenses in the consolidated statements of operations.

The following table summarizes the preliminary fair values of the assets acquired and the liabilities assumed at the closing date:

	July 1, 2019
(In thousands)
Cash and cash equivalents	$	56
Accounts receivable		7,835
Prepaid expenses and other current assets		54
Property and equipment		138
Intangible assets		4,700
Goodwill		4,983
Other non-current assets		28
Accounts payable		(7,691	)
Accrued expenses and other current liabilities		(418	)
Deferred revenue		(33	)
Total net assets acquired	$	9,652

The preliminary fair values of the identifiable intangible assets and goodwill acquired at the closing date are as follows:

	Fair Value (in thousands)		Weighted Average Amortization Period (Years)
Trade name & trademarks	$	300		4
Developed technology		2,100		4
Customer relationships		2,300		6
Goodwill		4,983
Total intangible assets, net	$	9,683

With the assistance of a

third

-party valuation firm, the fair value of the acquired customer relationships was determined using the excess earnings method, a variation of the income approach, while the fair value of the acquired developed technology, trade names and trademarks were determined using the relief from royalty method of the income approach. The amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill and primarily relates to intangible assets that do

not

qualify for separate recognition, including assembled workforce and synergies. For tax purposes, the goodwill is deductible over

years. As of

December 31, 2019,

the purchase accounting process has been finalized.

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

Note 17 - Contingencies	12 Months Ended
Note 17 - Contingencies	Dec. 31, 2019
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	17. Contingencies Except as disclosed below, the Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of management, is likely to have a material adverse effect on the business, financial condition, results of operations or cash flows. Legal fees associated with such legal proceedings are expensed as incurred. The Company reviews legal proceedings and claims on an ongoing basis and follows the appropriate accounting guidance, including ASC 450, when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the consolidated financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. In addition, the Company may be involved in litigation from time to time in the ordinary course of business. It is the opinion of the Company's management that the ultimate resolution of any such matters currently pending will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. However, the results of such matters cannot be predicted with certainty and there can be no assurance that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. On October 26, 2018, the Company received a subpoena from the New York Attorney General’s Office (“NY AG”) regarding compliance with New York Executive Law § 63 ( 12 ) and New York General Business Law § 349 , as they relate to the collection, use, or disclosure of information from or about consumers or individuals submitted to the Federal Communication Commission (“FCC”) in connection with the FCC’s rulemaking proceeding captioned “Restoring Internet Freedom,” WC Docket No. 17 - 108. On December 13, 2018, the Company received a subpoena from the United States Department of Justice (“DOJ”) regarding the same issue. The Company has been fully cooperating with both the NY AG and the DOJ and is responding to the subpoenas. At this time, it is not possible to predict the ultimate outcome of either matter or the significance, if any, to the Company’s business, results of operations or financial position. As such, the Company is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. On June 27, 2019, as a part of two sales and use tax audits covering the period from December 1, 2010 to November 30, 2019, the New York State Department of Taxation and Finance (the “Tax Department”) issued a letter stating its position that revenue derived from certain of the Company’s customer acquisition and list management services are subject to sales tax as information services. The Company disputed the Tax Department's position on several grounds and responded to the Tax Department outlining its position. On January 14 and 15, 2020, the Tax Department issued Statements of Proposed Audit Adjustment totaling $8.2 million, including $2.0 million of interest. The Company formally disagreed with the amount of the Proposed Audit Adjustment and met with Tax Department on March 4, 2020. During that meeting, the Company informed the Tax Department that a majority of the Proposed Audit Adjustment was based on transfers which were exempt resales or sourced outside of New York and renewed its challenge as to the taxability of its customer acquisition revenue. Based on the foregoing, the Company believes that it is probable that a sales tax liability may result from this matter, and currently estimates the range of any such liability to be between $0.7 million and $3.7 million and has accrued a liability at the low end of this range. On January 28, 2020, the Company received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (“FTC”) regarding compliance with the Federal Trade Commission Act, 15 U.S.C. §45 or the Telemarketing Sales Rule, 16 C.F.R. Part 310, as they relate to the advertising, marketing, promotion, offering for sale, or sale of rewards and other products, the transmission of commercial text messages, and/or consumer privacy or data security. The Company has been fully cooperating with the FTC and is responding to the CID. At this time, it is not possible to predict the ultimate outcome of this matter or the significance, if any, to the Company’s business, results of operations or financial position.

Note 18 - Subsequent Events	12 Months Ended
Note 18 - Subsequent Events	Dec. 31, 2019
Notes to Financial Statements
Subsequent Events [Text Block]	18. Subsequent events On January 31, 2020, the holders of the Amended Whitehorse Warrants, described above in Note 12, Common stock, treasury stock and warrants , exercised the Put Right to require the Company to purchase from the warrant holders the 300,000 Warrant Shares for an aggregate of $1,150. The Company funded such purchase with cash on hand.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

(a) Basis of preparation

Principles of consolidation

All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation.

Use of Estimates, Policy [Policy Text Block]

(b) Use of estimates

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and cash equivalents consist of cash on hand and bank deposits with original maturities of

three

October 10, 2018

for office space in New York City.

The Company’s cash, cash equivalents and restricted cash are held in major financial institutions located in the United States, which have high credit ratings. As of

December 31, 2019

and

2018

, cash and cash equivalents were available for use in servicing the Company's debt obligations and general operating purposes.

may

maintain balances in such institutions in excess of the

$250

thousand dollar U.S. Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of its financial institutions to mitigate this risk.

Accounts Receivable [Policy Text Block]

(d) Accounts receivable and allowance for doubtful accounts

Accounts receivable are due from customers, which are generally unsecured, and consist of amounts earned but

not

yet collected.

None

of the Company’s accounts receivable bear interest.

not

have off-balance sheet credit exposure related to its customers. As of

December 31, 2019

and

2018

, the Company's allowance for doubtful accounts was

$1,967

and

$1,751

, respectively.

Movements within the allowance for doubtful accounts consist of the following:

	Year Ended December 31,
(In thousands)	2019			2018
Beginning balance	$	1,751		$	1,624
Charges to expenses		2,550			462
Write-offs		(2,334	)		(335	)
Ending balance	$	1,967		$	1,751

Property, Plant and Equipment, Policy [Policy Text Block]

(e) Property and equipment

	Years
Computer and network equipment		5
Furniture, fixtures and office equipment		7
Leasehold improvements		6-7

Business Combinations Policy [Policy Text Block]

(f) Business combination

The Company records acquisitions pursuant to ASC

805,

Business Combinations,

not

may

differ from estimates. During the measurement period, the Company

may

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

(g) Intangible assets other than goodwill

years.

In accordance with ASC

350

40,

Software - Internal-Use Software,

Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts

may

not

be recoverable in accordance with ASC

360

15,

Impairment or Disposal of Long-Lived Assets.

360

15.

For the year ended

December 31, 2019,

the Company determined the value of intangible assets was recoverable except for certain internally developed software costs, as discussed in Note

Intangible assets, net

. As of

December 31, 2018,

the Company assessed whether there were any triggering events that would indicate a potential impairment of its long-lived intangible assets and did

not

identify any such triggering events or impairment indicators. During the

third

quarter of

2019,

September 30, 2019,

its long-lived assts were

not

impaired. As of

December 31, 2019,

the Company assessed whether there were any triggering events that would indicate a potential impairment of its long-lived intangible assets and did

not

identify any such triggering events or impairment indicators.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

(h) Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of

December 31, 2019

and

2018

, the goodwill balance relates to the acquisition of Interactive Data, LLC, the Fluent Acquisition (as defined in Note

Intangible assets, net

), the Q Interactive Acquisition (as defined in Note

Intangible assets, net

) and the AdParlor Acquisition (as defined in Note

15,

Business acquisition

In accordance with ASC

350,

Intangibles - Goodwill and Other

, goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets

may

not

be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than

not

Fair Value of Financial Instruments, Policy [Policy Text Block]

(i) Fair value of financial instruments

ASC

820,

Fair Value Measurements and Disclosures,

establishes a

three

•

Level

– defined as observable inputs, such as quoted prices in active markets;


	•	Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and


	•	Level 3 – defined as unobservable inputs, for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

December 31, 2019

, the Company regards the fair value of its long-term debt to approximate its carrying value. This fair value assessment represents a Level

measurement. See Note

10,

Long-term debt, net.

Revenue from Contract with Customer [Policy Text Block]

(j) Revenue recognition

Effective

January 1, 2018,

we adopted Accounting Standards Update ("ASU")

2014

09,

Revenue from Contracts with Customers

("ASC

606"

), using the modified retrospective method applied to all contracts that were

not

completed contracts at the date of initial application. There was

impact on the opening balance of accumulated deficit on the consolidated balance sheet and statement of changes in shareholders' equity as of

January 1, 2018

due to the adoption of ASC

606.

The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts as

one

not

materially different than accounting for revenue on a contract-by-contract basis.

606

not

contain significant financing components. The Company has further concluded that revenue does

not

require disaggregation.

For each identified performance obligation in a contract with a customer, the Company assesses whether it or the

third

-party supplier, rather than Fluent, is primarily responsible for the performance and deliverable to the customer, and Fluent solely arranges for the

third

associated costs of revenue for the Company.

If a customer pays consideration before the Company's performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of

December 31, 2019

and

2018

, the balance of deferred revenue was

$1,140

and

$444

, respectively. The majority of the deferred revenue balance as of

December 31, 2019

will be recognized into revenue during the

first

quarter of

2020.

December 31, 2019

and

2018

, unbilled revenue included in accounts receivable was

$29,061

and

$25,545

not

been materially different from actual revenue billed.

In addition, the Company elected the practical expedient to

not

disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of

one

year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

Cost of Goods and Service [Policy Text Block]

(k) Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or

third

Advertising Cost [Policy Text Block]

(l) Advertising costs

Advertising costs are charged to operations as incurred. For the years ended

December 31, 2019

and

2018

, advertising costs, included in sales and marketing expenses, were

$1,354

and

$1,471

, respectively.

Share-based Payment Arrangement [Policy Text Block]

(m) Share-based compensation

The Company accounts for share-based compensation in accordance with ASC

718,

Compensation - Stock Compensation

("ASC

718"

). Under ASC

718,

Income Tax, Policy [Policy Text Block]

(n) Income taxes

The Company accounts for income taxes in accordance with ASC

740,

Income Taxes

not

that some portion or all of the deferred tax assets will

not

be realized based on management's review of historical results and forecasts.

ASC

740

not

of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than

50%

Earnings Per Share, Policy [Policy Text Block]

(o) Loss (income) per share

not

Segment Reporting, Policy [Policy Text Block]

(p) Segment data

two

operating segments and

two

corresponding reporting units, “Fluent” and “All Other,” and

one

reportable segment. “All Other” represents the operating results of AdParlor, LLC, a digital advertising solution for social media buying (see Note

15,

Business acquisition

Commitments and Contingencies, Policy [Policy Text Block]

(q) Contingencies

New Accounting Pronouncements, Policy [Policy Text Block]

(r) Recently issued and adopted accounting standards

Accounting pronouncements

not

listed below were assessed and determined to be

not

applicable or are expected to have minimal impact on our Consolidated Financial Statements.

February 2016,

the FASB issued ASU

No.

2016

("ASU

2016

02"

Leases (ASC

842

)

January 1, 2019,

the Company adopted ASU

2016

using a modified retrospective approach and elected the ‘package of practical expedients’ introduced in ASU

2018

11,

Leases: Targeted Improvements,

which permitted the Company

not

to reassess prior conclusions about lease identification, classification and initial direct costs.

As of

January 1, 2019,

the adoption of ASU

2016

resulted in the recording of right-of-use assets and operating lease liabilities of

$10,866

and

$11,138,

2016

did

not

2016

02.

Subsequent to the adoption of ASC

842,

Leases,

the Company will continue to recognize, on a discounted basis, its minimum commitments under noncancelable operating leases on its consolidated balance sheets. ASC

842

also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. Accordingly, the Company did

not

separate lease and non-lease components for all of its leases. See Note

Lease commitments

, for additional disclosures.

January 2016,

FASB issued ASU

No.

2016

13,

Financial Instruments - Credit Losses,

December 15, 2022,

and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Financing Receivable, Allowance for Credit Loss [Table Text Block]

	Year Ended December 31,
(In thousands)	2019			2018
Beginning balance	$	1,751		$	1,624
Charges to expenses		2,550			462
Write-offs		(2,334	)		(335	)
Ending balance	$	1,967		$	1,751

Property, Plant and Equipment, Useful Life [Table Text Block]

	Years
Computer and network equipment		5
Furniture, fixtures and office equipment		7
Leasehold improvements		6-7

Note 3 - Loss (Income) Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Year Ended December 31,
(In thousands, except share data)	2019			2018
Numerator:
Net (loss) income from continuing operations	$	(1,747	)	$	3,192
Net loss from discontinued operations		—			(21,124	)
Net loss	$	(1,747	)	$	(17,932	)
Denominator:
Weighted average shares outstanding		76,357,393			73,470,197
Weighted average restricted shares vested not delivered		3,016,396			3,235,680
Total basic and diluted weighted average shares outstanding		79,373,789			76,705,877
Basic and diluted (loss) income per share: (1)
Continuing operations	$	(0.02	)	$	0.04
Discontinued operations	$	—		$	(0.28	)
Net loss	$	(0.02	)	$	(0.23	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Year Ended December 31,
	2019		2018
Restricted stock units		3,394,370		3,831,965
Stock options		2,120,000		112,000
Warrants		2,398,776		2,498,776
Total anti-dilutive securities		7,913,146		6,442,741

Note 5 - Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2019

Disposal Groups, Including Discontinued Operations [Table Text Block]

	Year Ended
(In thousands)	2018
Major classes of line items constituting loss from discontinued operations:
Revenue	$	3,325
Cost of revenue (exclusive of depreciation and amortization)		2,017
Sales and marketing		1,089
General and administrative		1,852
Depreciation and amortization		451
Loss from operations of discontinued operations, net of $0 income taxes		(2,084	)
Loss on disposal of discontinued operations, net of $0 income taxes		(19,040	)
Net loss from discontinued operations	$	(21,124	)

	Year Ended
(In thousands)	2018
Share-based compensation expense (1)	$	15,548
Write-off of unamortized debt costs (2)		284
Write-off of certain prepaid expenses		198
Spin-off related professional fees		2,012
Spin-off related employee compensation		998
Loss on disposal of discontinued operations	$	19,040

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Note 6 - Lease Commitments (Tables)

12 Months Ended

Dec. 31, 2019

Lease, Cost [Table Text Block]

	Year Ended
(In thousands)	December 31, 2019
Operating leases:
Rent expense	$	2,070
Financing lease:
Leased furniture, fixtures and office equipment depreciation expense		243
Interest expense		43
Short-term leases:
Rent expense		418
Total lease costs	$	2,774

	December 31, 2019
	Operating Leases			Financing Lease
Weighted average remaining lease-term (in years)		5.8			5.9
Weighted average discount rate		5.0	%		5.0	%

Lease Liability Maturity [Table Text Block]

(In thousands)	December 31, 2019
Year	Operating Leases			Financing Lease
2020	$	2,282		$	157
2021		2,287			157
2022		2,157			158
2023		2,222			169
2024		2,222			169
Thereafter		1,888			141
Total undiscounted cash flows		13,058			951
Less: imputed interest		(1,720	)		(128	)
Present value of lease liabilities	$	11,338		$	823

Lessee, Leases, Supplemental Cash Flow Information [Table Text Block]

	Year Ended
(In thousands)	December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases (1)	$	867
Operating cash flows used for financing lease	$	50
Lease liabilities related to the acquisition of right-of-use assets:
Operating leases	$	568

Note 7 - Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Table Text Block]

(In thousands)	December 31, 2019			December 31, 2018
Computer and network equipment	$	453		$	276
Furniture, fixtures and office equipment		940			564
Leased furniture, fixtures and office equipment		875			747
Leasehold improvements		1,290			1,023
Total cost of property and equipment		3,558			2,610
Less: accumulated depreciation and amortization		(695	)		(1,230	)
Property and equipment, net	$	2,863		$	1,380

Note 8 - Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Finite-Lived Intangible Assets [Table Text Block]

(In thousands)	Amortization period (years)		December 31, 2019			December 31, 2018
Gross amount:
Software developed for internal use		3	$	4,866		$	3,037
Acquired proprietary technology		4-5		13,661			11,459
Customer relationships		6-10		37,286			34,986
Trade names		4-20		16,657			16,357
Domain names		20		191			191
Databases		5-10		31,292			31,292
Non-competition agreements		2-5		1,768			1,768
				105,721			99,090
Accumulated amortization:
Software developed for internal use				(1,995	)		(1,282	)
Acquired proprietary technology				(9,516	)		(6,987	)
Customer relationships				(19,396	)		(14,417	)
Trade names				(3,359	)		(2,504	)
Domain names				(39	)		(29	)
Databases				(14,182	)		(10,573	)
Non-competition agreements				(1,631	)		(1,486	)
				(50,118	)		(37,278	)
Net intangible assets:
Software developed for internal use				2,871			1,755
Acquired proprietary technology				4,145			4,472
Customer relationships				17,890			20,569
Trade names				13,298			13,853
Domain names				152			162
Databases				17,110			20,719
Non-competition agreements				137			282
			$	55,603		$	61,812

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

(In thousands)
Year	December 31, 2019
2020	$	13,698
2021		10,885
2022		9,521
2023		4,718
2024		4,350
2025 and thereafter		12,431
Total	$	55,603

Note 9 - Goodwill (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Goodwill [Table Text Block]

(In thousands)	Fluent		All Other		Total
Balance as at December 31, 2018	$	159,791	$	—	$	159,791
AdParlor Acquisition		—		4,983		4,983
Balance as at December 31, 2019	$	159,791	$	4,983	$	164,774

Note 10 - Long-term Debt, Net (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Long-term Debt Instruments [Table Text Block]

(In thousands)	December 31, 2019			December 31, 2018
Refinanced Term Loan due 2023 (less unamortized discount of $3,715)	$	48,571		$	55,472
Note Payable due 2021 (less unamortized discount of $100)		2,400			—
Long-term debt, net		50,971			55,472
Less: Current portion of long-term debt		(6,873	)		(3,500	)
Long-term debt, net (non-current)	$	44,098		$	51,972

Schedule of Maturities of Long-term Debt [Table Text Block]

(In thousands)
Year
2020	$	6,873
2021		4,750
2022		3,500
2023		39,663
Total maturities	$	54,786

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Note 11 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Year Ended December 31
(In thousands)	2019			2018
Current:
Federal	$	—		$	—
State		—			—
Foreign		39			—
Total current		39			—
Deferred:
Federal		439			3,726
State		(20	)		81
Foreign		(18	)
Less: valuation allowance		(366	)		(3,761	)
Total deferred		35			46
Income tax expense	$	74		$	46

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	Year Ended December 31,
(In thousands)	2019					2018
Income tax expense at federal statutory rate	$	(351	)	21.0	%	$	680		21.0	%
Share-based compensation shortfall (windfall)		(425	)	25.4			7,080		218.7
Effect of state taxes, net of federal tax benefit		(16	)	1.0			64		2.0
Non-deductible items		934		(55.8	)		585		18.1
Return to provision adjustment		224		(13.4	)		(4	)	(0.1	)
Foreign rate difference		3		—			—		—
Other		71		(4.2	)		27		0.8
Change in valuation allowance		(366	)	21.9			(8,386	)	(259.0	)
Income tax expense	$	74		(4.4	)%	$	46		1.4	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

(In thousands)	December 31, 2019			December 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$	5,073		$	8,908
Share-based compensation		6,322			5,753
Interest expense limitation		1,951			2,171
Accounts receivable, net		504			451
Accrued expenses and other current liabilities		—			74
Property and equipment, net		—			73
Acquisition costs		229			—
Operating lease liability		2,910
Other		216			145
		17,205			17,575
Valuation allowance		(4,872	)		(5,238	)
		12,333			12,337
Deferred tax liabilities:
Intangible assets		(9,767	)		(12,383	)
Operating lease right-of-use asset		(2,532	)
Deferred revenue		(4	)		—
Property and equipment, net		(111	)		—
		(12,414	)		(12,383	)
Net deferred tax liability	$	(81	)	$	(46	)

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

	Year Ended December 31,
(In thousands)	2019		2018
Unrecognized tax benefits, opening balance	$	1,480	$	1,134
Increase in unrecognized tax benefits		—		346
Unrecognized tax benefits, ending balance	$	1,480	$	1,480

Note 13 - Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Key Assumptions
Exercise price	$	4.72
Expected term (in years)		1.0 - 1.3
Expected volatility		65	%
Dividend yield		—	%
Risk-free rate		2.61	%

Share-based Payment Arrangement, Option, Activity [Table Text Block]

	Number of options			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value
Outstanding as of December 31, 2017		222,000		$	12.59		5.4		—
Expired		(110,000	)		11.17
Outstanding as of December 31, 2018		112,000			13.98		2.8		—
Granted		2,064,000			4.72		9.1
Forfeited		(56,000	)		4.72
Outstanding as of December 31, 2019		2,120,000			5.21		8.7		—
Options exercisable as of December 31, 2019		112,000		$	13.98		1.8		—

Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

				Weighted average
	Number of units			grant date fair value
Unvested as of December 31, 2017		8,150,905		$	9.27
Granted (1)		4,598,125			2.63
Vested and delivered		(11,468,333	)		7.63
Withheld as treasury stock (2)		(875,675	)		6.05
Vested not delivered (3)		3,766,068			9.85
Forfeited		(339,125	)		4.68
Unvested as of December 31, 2018		3,831,965			7.95
Granted		2,275,094			4.82
Vested and delivered		(1,549,050	)		3.97
Withheld as treasury stock (2)		(567,447	)		4.13
Vested not delivered (3)		122,582			4.76
Forfeited		(718,774	)		4.13
Unvested as of December 31, 2019		3,394,370		$	8.03

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Year Ended December 31,
(In thousands)	2019		2018
Sales and marketing	$	971	$	2,856
Product development		889		676
General and administrative		8,481		5,740
Spin-off transaction costs		—		5,409
Discontinued operations		—		15,712
		10,341		30,393
Capitalized in intangible assets of continuing operations		89		423
Capitalized in intangible assets of discontinued operations		—		181
Total	$	10,430	$	30,997

Note 14 - Segment Information (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Year Ended December 31,
(In thousands)	2019			2018
Fluent segment revenue:
United States	$	246,697		$	227,269
International		31,138			23,011
Fluent segment revenue	$	277,835		$	250,280
All Other segment revenue:
United States	$	3,304		$	—
International		545			—
All Other segment revenue	$	3,849		$	—
Segment income (loss) from operations:
Fluent	$	5,093		$	11,372
All Other		126			—
Total income from operations		5,219			11,372
Interest expense, net		(6,892	)		(8,134	)
(Loss) income before income taxes from continuing operations	$	(1,673	)	$	3,238

	December 31,		December 31,
(In thousands)	2019		2018
Total assets:
Fluent	$	296,714	$	293,269
All Other		20,379		—
Total assets	$	317,093	$	293,269

Note 15 - Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

	July 1, 2019
(In thousands)
Cash and cash equivalents	$	56
Accounts receivable		7,835
Prepaid expenses and other current assets		54
Property and equipment		138
Intangible assets		4,700
Goodwill		4,983
Other non-current assets		28
Accounts payable		(7,691	)
Accrued expenses and other current liabilities		(418	)
Deferred revenue		(33	)
Total net assets acquired	$	9,652

Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

	Fair Value (in thousands)		Weighted Average Amortization Period (Years)
Trade name & trademarks	$	300		4
Developed technology		2,100		4
Customer relationships		2,300		6
Goodwill		4,983
Total intangible assets, net	$	9,683

Note 1 - Principal Activities and Organization (Details Textual)		12 Months Ended
	Mar. 19, 2018	Dec. 31, 2019
Number of Consumer Brands		500
Stockholders' Equity Note, Stock Split, Conversion Ratio	7.5

Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Jan. 01, 2019	Dec. 31, 2017
Accounts Receivable, Allowance for Credit Loss, Ending Balance		$ 1,967	$ 1,751		$ 1,624
Impairment of Intangible Assets, Finite-lived	$ 0	0	0
Contract with Customer, Liability, Current		1,140	444
Unbilled Receivables, Current		29,061	25,545
Marketing and Advertising Expense, Total		1,354	1,471
Operating Lease, Right-of-Use Asset		9,865
Operating Lease, Liability, Total		$ 11,338
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset				$ 10,866
Operating Lease, Liability, Total				$ 11,138
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life		2 years
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life		20 years

Note 2 - Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Balance	$ 1,751	$ 1,624
Provision for bad debts	2,550	462
Write-offs	(2,334)	(335)
Balance	$ 1,967	$ 1,751

Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2019
Computer Equipment [Member]
Useful Life (Year)	5 years
Furniture and Fixtures [Member]
Useful Life (Year)	7 years
Leasehold Improvements [Member] \| Minimum [Member]
Useful Life (Year)	6 years
Leasehold Improvements [Member] \| Maximum [Member]
Useful Life (Year)	7 years

Note 3 - Loss (Income) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Net (loss) income from continuing operations

$ (1,747)

$ 3,192

Weighted average shares outstanding (in shares)

(21,124)

Net loss

$ (1,747)

$ (17,932)

76,357,393

73,470,197

Weighted average restricted shares vested not delivered (in shares)

3,016,396

3,235,680

Total basic and diluted weighted average shares outstanding (in shares)

79,373,789

76,705,877

Continuing operations (in dollars per share)

^[1]

$ (0.02)

$ 0.04

Discontinued operations (in dollars per share)

^[1]

(0.28)

Net loss (in dollars per share)

^[1]

$ (0.02)

$ (0.23)

[1]	(Loss) income per share amounts may contain summation differences due to rounding.

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

Stockholders' Equity Note, Spinoff Transaction

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Note 3 - Loss (Income) Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Total anti-dilutive securities (in shares)	7,913,146	6,442,741
Restricted Stock Units (RSUs) [Member]
Total anti-dilutive securities (in shares)	3,394,370	3,831,965
Share-based Payment Arrangement, Option [Member]
Total anti-dilutive securities (in shares)	2,120,000	112,000
Warrant [Member]
Total anti-dilutive securities (in shares)	2,398,776	2,498,776

Note 4 - Spin-off of Red Violet (Details Textual) - USD ($) $ in Thousands				3 Months Ended	12 Months Ended
	Mar. 26, 2018	Mar. 12, 2018	Mar. 08, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Feb. 12, 2018
Disposal Group, Including Discontinued Operation, Cash Contributed							$ 19,700
Disposal Group, Including Discontinued Operation, Number of Shares Per Share Disposal Company	7.5
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number		5,157,998	5,157,998
Share-based Payment Arrangement, Expense					$ 10,341	$ 30,393
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]
Share-based Payment Arrangement, Expense				$ 15,548

Note 5 - Discontinued Operations (Details Textual) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 26, 2018

Mar. 31, 2018

Dec. 31, 2018

$ (41,500)

Red Violet, Inc [Member] | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]

Stockholders' Equity Note, Spinoff Transaction

$ 41,500

Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax, Total

(19,040)

Discontinued Operation, Noncash Gain (Loss) from Disposal of Discontinued Operation, Before Income Tax

(16,030)

Write off of Deferred Debt Issuance Cost

^[1]

$ 284

Discontinued Operation, Spin-off Transaction Costs

$ 7,708

Spinoff Transaction Costs, Non Cash, Share Based Compensation

$ 5,409

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period

2,041,000

Spinoff Transaction Costs, Cash, Compensation

$ 2,299

[1]	As discussed in Note 10, Long-term debt, net, in connection with the Spin-off, the Company repaid the Promissory Notes to certain shareholders, which resulted in a write-off of unamortized debt costs of $284.

Note 5 - Discontinued Operations - Financial Results of Operations (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2019

Dec. 31, 2018

Loss from operations of discontinued operations, income taxes

$ 0

Loss on disposal of discontinued operations, income taxes

Loss from operations of discontinued operations, net of $0 income taxes

(2,084)

Loss on disposal of discontinued operations, net of $0 income taxes

(19,040)

(21,124)

Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]

$ 10,341

30,393

Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | Red Violet, Inc [Member]

$ 15,548

Loss from operations of discontinued operations, income taxes

Loss on disposal of discontinued operations, income taxes

Revenue

3,325

Cost of revenue (exclusive of depreciation and amortization)

2,017

Sales and marketing

1,089

General and administrative

1,852

Depreciation and amortization

451

Loss from operations of discontinued operations, net of $0 income taxes

(2,084)

Loss on disposal of discontinued operations, net of $0 income taxes

(19,040)

(21,124)

Write-off of unamortized debt costs

^[1]

15,548

^[2]

284

Write-off of certain prepaid expenses

198

Spin-off related professional fees

2,012

Spin-off related employee compensation

998

Loss on disposal of discontinued operations

$ 19,040

[1]	As discussed and defined in Note 4, Spin-off of Red Violet, share-based compensation expense represents non-cash expense in connection with the Acceleration.
[2]	As discussed in Note 10, Long-term debt, net, in connection with the Spin-off, the Company repaid the Promissory Notes to certain shareholders, which resulted in a write-off of unamortized debt costs of $284.

Note 6 - Lease Commitments (Details Textual) $ in Thousands	12 Months Ended
Note 6 - Lease Commitments (Details Textual) $ in Thousands	Dec. 31, 2019 USD ($)	Oct. 10, 2018 USD ($) ft²
Lessee, Operating Lease, Term of Contract		7 years
Area of Real Estate Property \| ft²		42,685
Collateralized Agreements, Total		$ 1,480
Payments for (Proceeds from) Tenant Allowance	$ 640

Note 6 - Lease Commitments - Lease Costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Rent expense, operating leases	$ 2,070
Leased furniture, fixtures and office equipment depreciation expense, finance lease	243
Interest expense, finance lease	43
Rent expense, short-term leases	418
Total lease costs	$ 2,774
Weighted average remaining lease-term (in years), operating leases (Year)	5 years 292 days
Weighted average remaining lease-term (in years), finance lease (Year)	5 years 328 days
Weighted average discount rate, operating leases	5.00%
Weighted average discount rate, finance lease	5.00%

Note 6 - Lease Commitments - Scheduled Future Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
2020, operating leases	$ 2,282
2020, finance lease	157
2021, operating leases	2,287
2021, finance lease	157
2022, operating leases	2,157
2022, finance lease	158
2023, operating leases	2,222
2023, finance lease	169
2024, operating leases	2,222
2024, finance lease	169
Thereafter, operating leases	1,888
Thereafter, finance lease	141
Total undiscounted cash flows, operating leases	13,058
Total undiscounted cash flows, finance lease	951
Less: imputed interest, operating leases	(1,720)
Less: imputed interest, finance lease	(128)
Present value of lease liabilities, operating leases	11,338
Present value of lease liabilities, finance lease	$ 823

Note 6 - Lease Commitments - Supplemental Cash Flow Information (Details)
$ in Thousands

12 Months Ended

Dec. 31, 2019

USD ($)

Operating cash flows used for operating leases (1)

$ 867

^[1]

Operating cash flows used for financing lease

Operating leases

$ 568

[1]	For the year ended December 31, 2019, the Company received a cash reimbursement of $640 for tenant improvements made to its New York City corporate headquarters.

Note 7 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Depreciation, Total	$ 743	$ 490

Note 7 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Total cost of property and equipment	$ 3,558	$ 2,610
Less: accumulated depreciation and amortization	(695)	(1,230)
Property and equipment, net	2,863	1,380
Computer Equipment [Member]
Total cost of property and equipment	453	276
Furniture and Fixtures [Member]
Total cost of property and equipment	940	564
Leased Furniture, Fixtures, and Office Equipment [Member]
Total cost of property and equipment	875	747
Leasehold Improvements [Member]
Total cost of property and equipment	$ 1,290	$ 1,023

Note 8 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Amortization of Intangible Assets, Total	$ 13,197	$ 12,684
Capitalized Computer Software, Additions	2,713	1,659
Capitalized Computer Software, Impairments	425	$ 1,517
Asset Purchase Agreement [Member]
Capitalized Computer Software, Additions	$ 4,700

Note 8 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Total gross amount	$ 105,721	$ 99,090
Total accumulated amortization	(50,118)	(37,278)
Intangible assets, net	$ 55,603	61,812
Minimum [Member]
Amortization period (Year)	2 years
Maximum [Member]
Amortization period (Year)	20 years
Computer Software, Intangible Asset [Member]
Amortization period (Year)	3 years
Total gross amount	$ 4,866	3,037
Total accumulated amortization	(1,995)	(1,282)
Intangible assets, net	2,871	1,755
Acquired Proprietary Technology [Member]
Total gross amount	13,661	11,459
Total accumulated amortization	(9,516)	(6,987)
Intangible assets, net	$ 4,145	4,472
Acquired Proprietary Technology [Member] \| Minimum [Member]
Amortization period (Year)	4 years
Acquired Proprietary Technology [Member] \| Maximum [Member]
Amortization period (Year)	5 years
Customer Relationships [Member]
Total gross amount	$ 37,286	34,986
Total accumulated amortization	(19,396)	(14,417)
Intangible assets, net	$ 17,890	20,569
Customer Relationships [Member] \| Minimum [Member]
Amortization period (Year)	6 years
Customer Relationships [Member] \| Maximum [Member]
Amortization period (Year)	10 years
Trade Names [Member]
Total gross amount	$ 16,657	16,357
Total accumulated amortization	(3,359)	(2,504)
Intangible assets, net	$ 13,298	13,853
Trade Names [Member] \| Minimum [Member]
Amortization period (Year)	4 years
Trade Names [Member] \| Maximum [Member]
Amortization period (Year)	20 years
Internet Domain Names [Member]
Amortization period (Year)	20 years
Total gross amount	$ 191	191
Total accumulated amortization	(39)	(29)
Intangible assets, net	152	162
Database Rights [Member]
Total gross amount	31,292	31,292
Total accumulated amortization	(14,182)	(10,573)
Intangible assets, net	$ 17,110	20,719
Database Rights [Member] \| Minimum [Member]
Amortization period (Year)	5 years
Database Rights [Member] \| Maximum [Member]
Amortization period (Year)	10 years
Noncompete Agreements [Member]
Total gross amount	$ 1,768	1,768
Total accumulated amortization	(1,631)	(1,486)
Intangible assets, net	$ 137	$ 282
Noncompete Agreements [Member] \| Minimum [Member]
Amortization period (Year)	2 years
Noncompete Agreements [Member] \| Maximum [Member]
Amortization period (Year)	5 years

Note 8 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
2020	$ 13,698
2021	10,885
2022	9,521
2023	4,718
2024	4,350
2025 and thereafter	12,431
Total	$ 55,603	$ 61,812

Note 9 - Goodwill - Change in Carrying Value of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Balance as at December 31, 2018	$ 159,791
AdParlor Acquisition	4,983
Balance as at December 31, 2019	164,774
Fluent Segment [Member]
Balance as at December 31, 2018	159,791
AdParlor Acquisition
Balance as at December 31, 2019	159,791
Other Segments [Member]
Balance as at December 31, 2018
AdParlor Acquisition	4,983
Balance as at December 31, 2019	$ 4,983

Note 10 - Long-term Debt, Net (Details Textual) - USD ($) $ in Thousands		3 Months Ended
	Mar. 26, 2018	Dec. 31, 2019	Jul. 01, 2019	Dec. 31, 2018	Dec. 08, 2015
Long-term Debt, Gross		$ 54,786
Long-term Debt, Total		50,971		$ 55,472
Refinanced Term Loan [Member]
Debt Instrument, Face Amount	$ 70,000
Long-term Debt, Gross		52,300
Debt Instrument, Interest Rate Floor	0.50%
Debt Instrument, Quarterly Principal Amortization	$ 875
Payment for Debt Extinguishment or Debt Prepayment Cost		2,123
Debt Related Commitment Fees and Debt Issuance Costs	$ 193
Long-term Debt, Total		48,571		55,472
Debt Instrument, Unamortized Discount, Total		3,715
Refinanced Term Loan [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	7.00%
Refinanced Term Loan [Member] \| Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	6.00%
The Term Loans [Member]
Repayments of Debt	$ 55,586
Payment for Debt Extinguishment or Debt Prepayment Cost	2,818
Debt Issuance Costs, Net, Total	3,136
Promissory Notes [Member]
Debt Instrument, Face Amount					$ 10,000
Repayments of Debt	$ 11,425
Long-term Debt, Total		2,400
Debt Instrument, Unamortized Discount, Total		100
Promissory Notes [Member] \| Asset Purchase Agreement [Member]
Long-term Debt, Gross		$ 2,500
Long-term Debt, Total			$ 2,350
Debt Instrument, Unamortized Discount, Total			$ 150
Debt Instrument, Interest Rate, Effective Percentage			4.28%

Note 10 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Long-term debt	$ 50,971	$ 55,472
Less: Current portion of long-term debt	(6,873)	(3,500)
Long-term debt, net (non-current)	44,098	51,972
Refinanced Term Loan [Member]
Long-term debt	48,571	55,472
Promissory Notes [Member]
Long-term debt	$ 2,400

Note 10 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) $ in Thousands	Dec. 31, 2019 USD ($)
Refinanced Term Loan [Member]
Long-term debt, unamortized discount	$ 3,715
Promissory Notes [Member]
Long-term debt, unamortized discount	$ 100

Note 10 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
2020	$ 6,873
2021	4,750
2022	3,500
2023	39,663
Total maturities	$ 54,786

Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Deferred Tax Assets, Valuation Allowance, Total	$ 4,872	$ 5,238
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount		(1,500)
Deferred Tax Liabilities, Parent's Basis in Discontinued Operation		$ 1,500
Domestic Tax Authority [Member]
Operating Loss Carryforwards, Total	21,661
Operating Loss Carryforwards, Subject to Expiration	12,054
Operating Loss Carryforwards. Not Subject to Expiration	$ 9,607
Domestic Tax Authority [Member] \| Internal Revenue Service (IRS) [Member]
Open Tax Year	2015 2016 2017 2018 2019
State and Local Jurisdiction [Member]
Operating Loss Carryforwards, Total	$ 31,170
State and Local Jurisdiction [Member] \| New York State Division of Taxation and Finance [Member]
Open Tax Year	2015 2016 2017 2018 2019
State and Local Jurisdiction [Member] \| California Franchise Tax Board [Member]
Open Tax Year	2015 2016 2017 2018 2019
State and Local Jurisdiction [Member] \| New York City Department of Finance [Member]
Open Tax Year	2015 2016 2017 2018 2019

Note 11 - Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Current:
Federal
State
Foreign	39
Total current	39
Deferred:
Federal	439	3,726
State	(20)	81
Foreign	(18)
Less: valuation allowance	(366)	(3,761)
Total deferred	35	46
Income tax expense	$ 74	$ 46

Note 11 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income tax expense at federal statutory rate	$ (351)	$ 680
Income tax expense at federal statutory rate, percentage	21.00%	21.00%
Share-based compensation shortfall (windfall)	$ (425)	$ 7,080
Share-based compensation shortfall (windfall), percentage	25.40%	218.70%
Effect of state taxes, net of federal tax benefit	$ (16)	$ 64
Effect of state taxes, net of federal tax benefit, percentage	1.00%	2.00%
Non-deductible items	$ 934	$ 585
Non-deductible items, percentage	(55.80%)	18.10%
Return to provision adjustment	$ 224	$ (4)
Return to provision adjustment, percentage	(13.40%)	(0.10%)
Foreign rate difference	$ 3
Foreign rate difference, percentage
Other	$ 71	$ 27
Other, percentage	(4.20%)	0.80%
Change in valuation allowance	$ (366)	$ (8,386)
Change in valuation allowance, percentage	21.90%	(259.00%)
Income tax expense	$ 74	$ 46
Income tax expense, percentage	(4.40%)	1.40%

Note 11 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Net operating loss carryforwards	$ 5,073	$ 8,908
Share-based compensation	6,322	5,753
Interest expense limitation	1,951	2,171
Accounts receivable, net	504	451
Accrued expenses and other current liabilities		74
Property and equipment, net		73
Acquisition costs	229
Operating lease liability	2,910
Other	216	145
	17,205	17,575
Valuation allowance	(4,872)	(5,238)
	12,333	12,337
Intangible assets	(9,767)	(12,383)
Operating lease right-of-use asset	(2,532)
Deferred revenue	(4)
Property and equipment, net	(111)
	(12,414)	(12,383)
Net deferred tax liability	$ (81)	$ (46)

Note 11 - Income Taxes - Reconciliation of Gross Amounts of Unrecognized Tax Benefits, Excluding Accrued Interest and Penalties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Unrecognized tax benefits, opening balance	$ 1,480	$ 1,134
Increase in unrecognized tax benefits		346
Unrecognized tax benefits, ending balance	$ 1,480	$ 1,480

Note 12 - Common Stock, Treasury Stock and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	12 Months Ended
	Oct. 17, 2018	Apr. 09, 2018	Jan. 10, 2018	Nov. 30, 2017	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Jul. 09, 2018	Dec. 31, 2017
Common Stock, Shares, Issued, Total					78,642,078	78,642,078	76,525,581		61,631,573
Treasury Stock, Shares, Ending Balance					2,768,399	2,768,399	1,233,198		352,523
Proceeds from Issuance of Common Stock							$ 13,392
Treasury Stock, Value, Ending Balance					$ 8,184	$ 8,184	$ 3,272		$ 1,274
Treasury Stock, Shares, Acquired	5,000				967,754
Class of Warrant or Right, Outstanding					2,398,776	2,398,776	2,498,776		1,273,776
Common Stock, Par or Stated Value Per Share					$ 0.0005	$ 0.0005	$ 0.0005
Preferred Stock, Shares Authorized					10,000,000	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share					$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued, Total					0	0	0
Preferred Stock, Shares Outstanding, Ending Balance					0	0	0
Whitehorse Finance, Inc. [Member]
Stock Issued During Period, Warrants Exercise, Shares				300,000
Minimum [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 3.75	$ 3.75
Maximum [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 6	$ 6
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]
Treasury Stock, Shares, Acquired		729,167
Registered Direct Offering Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			1,350,000				1,350,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 6				$ 6
Amended Whitehorse Warrants [Member]
Class of Warrant or Right, Put Price				$ 3.8334			$ 3.8334
Amended Whitehorse Warrants [Member] \| H.I.G. Whitehorse SMA ABF, L.P. [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights								46,667
Class of Warrant or Right, Exercise Price of Warrants or Rights								$ 3
Common Stock, Par or Stated Value Per Share								$ 0.0005
Amended Whitehorse Warrants [Member] \| H.I.G. Whitehorse SMA Holdings I, LLC [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights								66,666
Common Stock, Par or Stated Value Per Share								$ 3
Amended Whitehorse Warrants [Member] \| Whitehorse Finance, Inc. [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights								186,667
Common Stock, Par or Stated Value Per Share								$ 3
Registered Direct Offering [Member]
Stock Issued During Period, Shares, New Issues			2,700,000
Shares Issued, Price Per Share			$ 5
Proceeds from Issuance of Common Stock			$ 13,392
Payments of Stock Issuance Costs			$ 108
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period						2,116,497	12,194,008
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation						567,447	875,675

Note 13 - Share-based Compensation (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Feb. 01, 2019

Mar. 12, 2018

Mar. 08, 2018

Mar. 31, 2018

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

5,157,998

Share-based Payment Arrangement, Accelerated Cost

$ 14,667

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total

$ 10,341

$ 30,393

$ 10,665

Treasury Stock, Shares, Ending Balance

2,768,399

1,233,198

352,523

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition

2 years 219 days

Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]

Board of Directors Chairman [Member]

$ 15,548

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

2,500,000

Share-based Payment Arrangement, Option [Member]

$ 6,468

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

47,500

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total

$ 4,611

$ 243

$ 1,082

Restricted Stock Units (RSUs) [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

4,960,498

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period

2,275,094

4,598,125

^[1]

Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued in Period

$ 5,819

$ 15,104

^[2]

122,582

3,766,068

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period

617,752

Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other Than Options, Change in Vested And Unissued Shares

(122,582)

(3,766,068)

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Previously Vested and Delivered in Period

5,807,068

Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding

2,787,335

2,909,917

Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount

$ 9,583

Restricted Stock Units (RSUs) [Member] | Marlin Capital Investments, LLC [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

500,000

Share-based Payment Arrangement, Accelerated Cost

$ 906

Restricted Stock Units (RSUs) [Member] | Board of Directors Chairman [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

2,500,000

Restricted Stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

150,000

Spinoff Grants [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period

304,000

Spinoff Grants [Member] | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period

304,000