0001437749-21-006165 | 10-K | XBRL Viewer

Business Description and Basis of Presentation [Text Block]

1. Principal activities and organization

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 2020 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.

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Significant Accounting Policies [Text Block]

2. 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").

From time to time, the Company may enter into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may qualify as a variable interest entity (“VIE”). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. As of April 1, 2020, the Company has included Winopoly, LLC in its consolidated financial statements as a VIE (as further discussed in Note 13, Business acquisitions and Note 14, Variable interest entity).

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, put/call considerations, consolidation of variable interest entity 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.

(c) Cash, cash equivalents and restricted cash

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, 2020 and 2019, 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 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, 2020 and 2019, the Company's allowance for doubtful accounts was $368 and $1,967, respectively.

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

Year Ended December 31,

(In thousands)

2020

2019

Beginning balance
$ 1,967 $ 1,751

Charges to expenses
269 2,550

Write-offs
(1,868 ) (2,334 )

Ending balance
$ 368 $ 1,967

(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 2-20 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 360-10-15, 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 360-10-15. 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 6, Intangible assets, net. As of December 31, 2020 and 2019, the Company reviewed the indicators for impairment and concluded that no additional impairment of its finite-lived intangible assets existed.

(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, 2020 and 2019, the goodwill balance relates to the acquisition of Interactive Data, LLC, the Fluent LLC Acquisition, the Q Interactive Acquisition, the AdParlor Acquisition and the Winopoly Acquisition (as defined in Note 6, Intangible assets, net).

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 1 – 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, 2020, the Company regards the fair value of its long-term debt to approximate its carrying value. This fair value assessment represents a Level 2 measurement. See Note 8, Long-term debt, net.

(j) Revenue recognition

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 606-10-55-18 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 no 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, 2020 and 2019, the balance of deferred revenue was $1,373 and $1,140, respectively. The majority of the deferred revenue balance as of December 31, 2020 will be recognized into revenue during the first quarter of 2021.

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, 2020 and 2019, unbilled revenue included in accounts receivable was $28,337 and $29,061, 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, 2020 and 2019, advertising costs, included in sales and marketing expenses, were $835 and $1,354, 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) Income (loss) per share

Basic income (loss) 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 income (loss) 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 13, Business acquisitions) and is included in segment reporting for purposes of reconciliation of the respective balances 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.

In 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. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

Note 3 - Income (Loss) Per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Text Block]

3. Income (loss) per share

For the years ended December 31, 2020 and 2019 basic and diluted income (loss) per share was as follows:

	*Year Ended December 31,*
(In thousands, except share data)	*2020*		*2019*
Numerator:
Net income (loss)	$	2,207	$	(1,747	)
Denominator:
Weighted average shares outstanding		76,206,262		76,357,393
Weighted average restricted shares vested not delivered		2,404,883		3,016,396
Total basic weighted average shares outstanding		78,611,145		79,373,789
Dilutive effect of assumed conversion of restricted stock units		912,365		—
Dilutive effect of assumed conversion of stock options		1,666		—
Total diluted weighted average shares outstanding		79,525,176		79,373,789
Basic and diluted income (loss) per share:
Basic	$	0.03	$	(0.02	)
Diluted	$	0.03	$	(0.02	)

Based on exercise prices compared to the average stock prices for the years ended December 31, 2020 and 2019, 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,*
	*2020*		*2019*
Restricted stock units		1,492,760		3,394,370
Stock options		2,294,000		2,120,000
Warrants		833,333		2,398,776
Total anti-dilutive securities		4,620,093		7,913,146

Note 4 - Lease Commitments

12 Months Ended

Dec. 31, 2020

Lessee, Operating Leases [Text Block]

4. 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 several noncancelable operating and financing lease agreements that have original lease periods expiring between 2022 and 2025. 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, 2020 and 2019, the components of lease costs are as follows:

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Operating leases:
Rent expense	$	2,105	$	2,070
Financing lease:
Leased furniture, fixtures and office equipment depreciation expense		292		243
Interest expense		38		43
Short-term leases:
Rent expense		439		418
Total lease costs	$	2,874	$	2,774

As of December 31, 2020 and 2019, the weighted average lease-term and discount rate of the Company's leases are as follows:

	*December 31, 2020*
	*Operating Leases*			*Financing Lease*
Weighted average remaining lease-term (in years)		4.8			4.9
Weighted average discount rate		5.0	%		5.0	%

As of December 31, 2020, scheduled future maturities of the Company's lease liabilities are as follows:

(In thousands)	*December 31, 2020*
Year	*Operating Leases*			*Financing Lease*
2021	$	2,291		$	157
2022		2,159			158
2023		2,222			169
2024		2,222			169
2025		1,888			142
Total undiscounted cash flows		10,782			795
Less: imputed interest		(1,201	)		(91	)
Present value of lease liabilities	$	9,581		$	704

For the year ended December 31, 2020 and 2019, supplemental cash flow information related to leases is as follows:

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases (1)	$	2,282	$	867
Operating cash flows used for financing lease	$	38	$	50
Lease liabilities related to the acquisition of right-of-use assets:
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 5 - Property and Equipment, Net

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment Disclosure [Text Block]

5. Property and equipment, net

Property and equipment, net consists of the following:

(In thousands)	*December 31, 2020*			*December 31, 2019*
Computer and network equipment	$	535		$	453
Furniture, fixtures and office equipment		966			940
Leased furniture, fixtures and office equipment		875			875
Leasehold improvements		1,290			1,290
Total cost of property and equipment		3,666			3,558
Less: accumulated depreciation and amortization		(1,465	)		(695	)
Property and equipment, net	$	2,201		$	2,863

For the years ended December 31, 2020 and 2019, depreciation of property and equipment was $771 and $743, respectively.

Note 6 - Intangible Assets, Net

12 Months Ended

Dec. 31, 2020

Intangible Assets Disclosure [Text Block]

6. Intangible assets, net

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

(In thousands)	*Amortization period (years)*		*December 31, 2020*			*December 31, 2019*
Gross amount:
Software developed for internal use		3	$	7,376		$	4,866
Acquired proprietary technology		3-5		14,788			13,661
Customer relationships		5-10		37,886			37,286
Trade names		4-20		16,657			16,657
Domain names		20		191			191
Databases		5-10		31,292			31,292
Non-competition agreements		2-5		1,768			1,768
				109,958			105,721
Accumulated amortization:
Software developed for internal use				(3,551	)		(1,995	)
Acquired proprietary technology				(12,474	)		(9,516	)
Customer relationships				(24,657	)		(19,396	)
Trade names				(4,252	)		(3,359	)
Domain names				(48	)		(39	)
Databases				(17,791	)		(14,182	)
Non-competition agreements				(1,768	)		(1,631	)
				(64,541	)		(50,118	)
Net intangible assets:
Software developed for internal use				3,825			2,871
Acquired proprietary technology				2,314			4,145
Customer relationships				13,229			17,890
Trade names				12,405			13,298
Domain names				143			152
Databases				13,501			17,110
Non-competition agreements				—			137
			$	45,417		$	55,603

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 LLC Acquisition"); the acquisition of Q Interactive, LLC, effective June 8, 2016 (the "Q Interactive Acquisition"); the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective July 1, 2019 (the "AdParlor Acquisition"); and the acquisition of 50% interest in Winopoly, LLC (the "Winopoly Acquisition"), effective April 1, 2020 (as further discussed in Note 13, Business acquisitions).

For the years ended December 31, 2020 and 2019, amortization expenses related to intangible assets, and included in depreciation and amortization expenses in the Company's consolidated statements of operations, were $14,531 and $13,197, respectively.

For the years ended December 31, 2020 and 2019, the Company capitalized $2,945 and $2,713, respectively, most of which was related to internally developed software, and wrote off $0 and $425, respectively, due to abandonment of certain internally developed software whose net carrying values were not recoverable. In addition, for the years ended December 31, 2020 and 2019, the Company recorded $1,400 for the Winopoly Acquisition and $4,700 for the AdParlor Acquisition.

As of December 31, 2020, estimated amortization expenses related to the Company’s intangible assets for 2021 through 2026 and thereafter are as follows:

(In thousands)
Year	*December 31, 2020*
2021	$	12,049
2022		11,156
2023		5,281
2024		4,470
2025		4,024
2026 and thereafter		8,437
Total	$	45,417

Note 7 - Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill Disclosure [Text Block]

7. 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, 2020, the goodwill balance relates to the acquisition of Interactive Data, LLC, the Fluent LLC Acquisition, the Q Interactive Acquisition, the AdParlor Acquisition and the Winopoly Acquisition (as further discussed in Note 13, Business acquisitions). As of December 31, 2020 and 2019, the change in the carrying value of goodwill for our operating segments (as defined in Note 12, Segment information), are listed below:

(In thousands)	*Fluent*		*All Other*			*Total*
Balance as at December 31, 2019	$	159,791	$	4,983		$	164,774
Winopoly Acquisition		1,131		—			1,131
Goodwill impairment		—		(817	)		(817	)
Balance as at December 31, 2020	$	160,922	$	4,166		$	165,088

The carrying value of the All Other reporting unit’s goodwill was remeasured to fair value on a nonrecurring basis in the second quarter of 2020. The fair value of the All Other reporting unit was calculated by weighting the results from the income approach and the market approach. The income approach uses a discounted cash flow model that requires various observable and non-observable inputs, such as discount rates, forecast cash flows, and terminal values. The market approach uses revenue and EBITDA multiples based on a group of peer companies, which are then applied to the revenues and EBITDA of the All Other reporting unit. The resulting fair value Level 3 estimate was less than the All other reporting unit’s carrying value by $817, and as such the All Other reporting unit’s goodwill was impaired by this amount.

Note 8 - Long-term Debt, Net

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Text Block]

8. 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, 2020*			*December 31, 2019*
Refinanced Term Loan due 2023 (less unamortized discount of $2,386 and $3,715, respectively)	$	39,350		$	48,571
Note Payable due 2021 (less unamortized discount of $24 and $100, respectively)		1,226			2,400
Long-term debt, net		40,576			50,971
Less: Current portion of long-term debt		(7,293	)		(6,873	)
Long-term debt, net (non-current)	$	33,283		$	44,098

Refinanced Term Loan

On March 26, 2018, Fluent, LLC refinanced and fully repaid its existing term loans and certain 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. 6 ("Amendment No. 6") to its Credit Agreement (the "Credit Agreement"). 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. As of December 31, 2020, the Refinanced Term Loan had a principal balance of $41,736.

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, 2020, the quarterly prepayment resulting from excess cash flow is $2,543. As of December 31, 2020, this amount was reclassified to the current portion of long-term debt. At December 31, 2020, the Company was in compliance with all of the financial and other covenants under the Credit Agreement.

Note Payable

On July 1, 2019, in connection with the AdParlor Acquisition (as further discussed in Note 13, Business acquisitions), 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. The first installment payment of $1,250 was made on July 1, 2020, using cash on hand. As of December 31, 2020, the Note Payable had a principal balance of $1,250.

Maturities

As of December 31, 2020, 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
2021	$	7,293
2022		3,500
2023		32,193
Total maturities	$	42,986

Fair value

As of December 31, 2020, the fair value of long-term debt is considered to approximate its carrying value. The fair value assessment represents a Level 2 measurement.

Note 9 - Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Text Block]

9. Income taxes

The Company is subject to federal and state income taxes in the United States. For the years ended December 31, 2020 and 2019, the expense for income taxes on income (loss) from operations consisted of the following:

	*Year Ended December 31*
(In thousands)	*2020*			*2019*
Current:
Federal	$	—		$	—
State		705			—
Foreign		(3	)		39
Total current		702			39
Deferred:
Federal		1,882			439
State		459			(20	)
Foreign		128			(18	)
Less: valuation allowance		(2,349	)		(366	)
Total deferred		120			35
Income tax expense	$	822		$	74

For the years ended December 31, 2020 and 2019, 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)	*2020*					*2019*
Income tax expense at federal statutory rate	$	636		21.0	%	$	(351	)	21.0	%
Share-based compensation shortfall (windfall)		(10	)	(0.3	)		(425	)	25.4
Effect of state taxes, net of federal tax benefit		1,016		33.5			(16	)	1.0
Non-deductible items		845		27.9			934		(55.8	)
Return to provision adjustment		(84	)	(2.8	)		224		(13.4	)
Foreign rate difference		25		0.8			3		(0.2	)
Minority interest		154		5.1			—		—
Deferred only adjustments		579		19.1			40		(2.4	)
Other		10		0.3			31		(1.9	)
Change in valuation allowance		(2,349	)	(77.6	)		(366	)	21.9
Income tax expense	$	822		27.1	%	$	74		(4.4	)%

As of December 31, 2020 and 2019, the components of deferred tax assets and liabilities consist of the following:

(In thousands)	*December 31, 2020*			*December 31, 2019*
Deferred tax assets:
Net operating loss carryforwards	$	2,262		$	5,073
Share-based compensation		6,115			6,322
Interest expense limitation		—			1,951
Accounts receivable, net		94			504
Investment in Winopoly		242			—
Acquisition costs		—			229
Operating lease liability		2,386			2,910
Other		247			216
		11,346			17,205
Valuation allowance		(2,523	)		(4,872	)
		8,823			12,333
Deferred tax liabilities:
Intangible assets		(6,536	)		(9,767	)
Operating lease right-of-use asset		(2,056	)		(2,532	)
Deferred revenue		—			(4	)
Property and equipment, net		(432	)		(111	)
		(9,024	)		(12,414	)
Net deferred tax liability	$	(201	)	$	(81	)

As of December 31, 2020, the Company has federal net operating losses of $10,866, of which $1,165 begin to expire in 2037, and $9,700 which can be carried forward indefinitely. As of December 31, 2020, the Company has state net operating loss carryforwards of $25,031, which begin to expire in 2030.

As of December 31, 2020 and 2019, the Company recorded a full valuation allowance against its net deferred tax assets of $2,523 and $4,872, respectively. For the year ended December 31, 2020, 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 2016 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 2015 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, 2020 and 2019, reconciliation of the gross amounts of unrecognized tax benefits, excluding accrued interest and penalties, consists of the following:

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Unrecognized tax benefits, opening balance	$	1,480	$	1,480
Increase in unrecognized tax benefits		—		—
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 no impact to the Company’s annual effective tax rate. As of December 31, 2020, 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.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act includes several provisions for corporations, including increasing the amount of deductible interest, allowing companies to carryback certain Net Operating Losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. Management is currently assessing the future implications of these provisions pursuant to the CARES Act, but does not anticipate the impact to be material to the Company's consolidated financial statements.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Note 10 - Common Stock, Treasury Stock and Warrants

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note Disclosure [Text Block]

10. Common stock, treasury stock and warrants

Common stock

As of December 31, 2020, 2019 and 2018, the number of issued shares of common stock was 80,295,141, 78,642,078 and 76,525,581, respectively, which included shares of treasury stock of 3,945,867, 2,768,399 and 1,233,198, respectively.

For the year ended December 31, 2020, the change in the number of issued shares of common stock comprised the following issuances:

•

An aggregate of 1,653,063 shares of common stock were issued as a result of the vesting of RSUs and included 219,795 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.

•	Additionally, as discussed and defined below, the holders of the Amended Whitehorse 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.

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.

Treasury stock

As of December 31, 2020, 2019 and 2018, the Company held 3,945,867, 2,768,399 and 1,233,198 shares in treasury, with a cost of $9,999, $8,184 and $3,272, 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, 2020, 219,795 shares were withheld to cover withholding taxes owed by certain employees, all of which were taken into treasury stock. During the year ended December 31, 2020,the Company repurchased 657,673 of its own shares as part of a stock repurchase program authorized by the Company's Board of Directors on November 19, 2019, and 300,000 shares of common stock upon exercise of the Put Right (see Warrants, below)

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 year ended December 31, 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.

Warrants

As of December 31, 2020, 2019 and 2018, warrants to purchase an aggregate of 833,333, 2,398,776 and 2,498,776 shares of common stock were outstanding, respectively. The current exercise prices for outstanding issuances range from 3.75 to 6.00 per share.

On 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 had 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. On 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 to January 31, 2020. On January 31, 2020, the holders of the Amended Whitehorse Warrants exercised the Put Right, requiring 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.

Preferred stock

As of December 31, 2020 and 2019, the Company had 10 million shares of blank-check preferred stock with par value of $0.0001 per share authorized. No shares of preferred stock have been issued or are outstanding.

Note 11 - Share-based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Text Block]

11. Share-based compensation

As of December 31, 2020, 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 21,134,927 shares of common stock. As of December 31, 2020, there were 2,266,857 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.

Stock options

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, December 20, 2019 and March 1, 2020, respectively, 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%, 133.33% and 133.33%, respectively, of the exercise prices 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%, 177.78% and 177.78%, respectively, of the exercise prices for twenty consecutive trading days; provided, that no shares will vest prior to the first anniversary of the grant date. As of December 31, 2020, the first condition for the stock options issued on February 1, 2019 has been met; therefore, 50% of the shares subject to these stock options vested 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 key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:

Issuance Date	February 1, 2019			December 20, 2019			March 1, 2020
Fair value lower range	$	2.81		$	1.58		$	1.46
Fair value higher range	$	2.86		$	1.61		$	1.49
Exercise price	$	4.72		$	2.56		$	2.33
Expected term (in years)		1.0 - 1.3			1.0 - 1.6			1.0 - 1.5
Expected volatility		65	%		70	%		70	%
Dividend yield		—	%		—	%		—	%
Risk-free rate		2.61	%		1.85	%		1.05	%

For the years ended December 31, 2020 and 2019, 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, 2018		112,000		$	13.98		2.8		—
Granted		2,064,000		$	4.72		9.1
Forfeited		(56,000	)
Outstanding as of December 31, 2019		2,120,000		$	5.21		8.7		—
Granted		478,000		$	2.48		9.0		1,228
Forfeited		(257,000	)
Expired		(47,000	)
Outstanding as of December 31, 2020		2,294,000		$	4.34		8.0		2,256
Options exercisable as of December 31, 2020		1,069,000		$	4.82		7.6		573

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 years ended December 31, 2020 and 2019, the unvested balance of options was as follows:

	*Number of options*			*Weighted average exercise price per share*		*Weighted average remaining contractual term (years)*
Unvested as of December 31, 2019		2,008,000		$	4.72		9.1
Granted		478,000		$	2.48		9.0
Forfeited		(257,000	)
Vested		(1,004,000	)
Unvested as of December 31, 2020		1,225,000		$	3.98		8.4

For the years ended December 31, 2020 and 2019, compensation expense recognized for stock options of $996 and $4,611, respectively was recognized in sales and marketing, product development and general and administrative expenses in the consolidated statement of operations. As of December 31, 2020, there was $150 of unrecognized share-based compensation with respect to outstanding stock options.

Restricted stock units and restricted stock

For the years ended December 31, 2020 and 2019, 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, 2018		3,831,965		$	7.95
Granted		2,275,094		$	4.82
Vested and delivered		(1,549,050	)	$	3.97
Withheld as treasury stock (1)		(567,447	)	$	4.13
Vested not delivered (2)		122,582		$	4.76
Forfeited		(718,774	)	$	4.13
Unvested as of December 31, 2019		3,394,370		$	8.03
Granted		1,663,532		$	2.03
Vested and delivered		(1,433,268	)	$	3.59
Withheld as treasury stock (1)		(219,795	)	$	4.06
Vested not delivered (2)		525,334		$	2.84
Forfeited		(553,076	)	$	3.47
Unvested as of December 31, 2020		3,377,097		$	7.09

(1)

As discussed in Note 10, 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, 2020 and 2019, there were 3,945,867 and 2,768,399 outstanding shares of treasury stock, respectively.

(2)

Vested not delivered represents vested RSUs with delivery deferred to a future time. During the year ended December 31, 2020, there was a net decrease of 525,334 shares included in vested not delivered balance as a result of the delivery of 655,333 shares, partially offset by the vesting of 129,999 shares with deferred delivery election. 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, partially offset by the vesting of 617,752 shares with deferred delivery election. As of December 31, 2020 and 2019, there were 2,262,001 and 2,787,335 outstanding RSUs included in vested not delivered, respectively.

For the years ended December 31, 2020 and 2019, the Company recognized compensation expense for RSUs and restricted stock of $4,560 and $5,819, respectively, in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets in the consolidated balance sheets. As of December 31, 2020, there was $6,586 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, 2020, unrecognized share-based compensation expense associated with the granted RSUs, restricted stock and stock options is $6,736, which is expected to be recognized over a weighted average period of 2.4 years. For the years ended December 31, 2020 and 2019, 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)	*2020*		*2019*
Sales and marketing	$	822	$	971
Product development		1,099		889
General and administrative		3,473		8,481
Share-based compensation expense		5,394		10,341
Capitalized in intangible assets		162		89
Total share-based compensation	$	5,556	$	10,430

Note 12 - Segment Information

12 Months Ended

Dec. 31, 2020

Segment Reporting Disclosure [Text Block]

12. 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 EBITDA. As of December 31, 2020, 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 13, Business acquisitions) 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)	*2020*			*2019*
Fluent segment revenue:
United States	$	258,819		$	246,697
International		45,262			31,138
Fluent segment revenue	$	304,081		$	277,835
All Other segment revenue:
United States	$	6,327		$	3,304
International		311			545
All Other segment revenue	$	6,638		$	3,849
Segment EBITDA
Fluent segment EBITDA	$	25,119		$	18,511
All Other segment EBITDA		(1,438	)		648
Total EBITDA		23,681			19,159
Depreciation and amortization		15,302			13,940
Total income from operations	$	8,379		$	5,219

	*December 31,*		*December 31,*
(In thousands)	*2020*		*2019*
Total assets:
Fluent	$	292,616	$	296,714
All Other		17,604		20,379
Total assets	$	310,220	$	317,093

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Note 13 - Business Acquisition

12 Months Ended

Dec. 31, 2020

Business Combination Disclosure [Text Block]

13. Business acquisition

Winopoly acquisition

On April 1, 2020, the Company acquired, through a wholly owned subsidiary, a 50% membership interest in Winopoly, LLC (the "Winopoly Acquisition") for a deemed purchase price of $2,553, which consisted of $1,553 in cash and contingent consideration with a fair value of $1,000, payable based upon the achievement of specified revenue targets over the eighteen-month period following the completion of the acquisition. Winopoly, LLC is a contact center operation, which serves as a marketplace that matches consumers sourced by Fluent with advertiser clients. In accordance with ASC 805, the Company determined that the Winopoly Acquisition constituted the purchase of a business. For the year ended December 31, 2020, the Company incurred transaction-related expenses of $169 in connection with the acquisition, which are recorded in general and administrative expenses in the consolidated statements of operations. Assets and revenues of Winopoly, LLC totaled 0.9% and 1.7%, respectively, of the Company's consolidated financial statements at and for the year ended December 31, 2020 and are included in the Fluent operating segment.

The fair value of the acquired customer relationships of $600, to be amortized over a period of five years, was determined using the excess earnings method, a variation of the income approach, while the fair value of the acquired developed technology of $800, to be amortized over a period of three years, was determined using the cost approach. The amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill in the amount of $1,131 and primarily relates to intangible assets that do not qualify for separate recognition, including assembled workforce and synergies. As of December 31, 2020, the purchase accounting process has been completed.

At any time between the fourth and sixth anniversary of the Winopoly Acquisition, the sellers may exercise a put option whereby the Company is required to acquire the remaining 50% membership interests in Winopoly, LLC. During this period, the Company also has the ability to exercise a call option whereby the sellers must sell the remaining 50% membership interests in Winopoly, LLC to the Company. The purchase price paid for the remaining 50% membership interests would be calculated based on a multiple of 4.0 x EBITDA (as such term is defined in the agreement between the parties), applied to a twelve-month period spanning the five months prior to month of put/call closing extending through six months following the month of put/call closing. In connection with the exercise of the put/call option, certain of the seller parties must enter into employment agreements with the Company in order to receive their respective shares of the consideration for the remaining 50% of the membership interests (the "Put/Call Consideration").

Although the sellers maintain an equity interest in Winopoly, LLC, the Company has deemed this equity interest to be non-substantive in nature, as the sellers will primarily benefit from the Winopoly Acquisition based on periodic distributions of the earnings of Winopoly, LLC and the Put/Call Consideration, both of which are dependent on the sellers' continued service. Without providing service, the sellers could benefit from their pro rata share of the proceeds upon a third-party sale or liquidation of Winopoly, LLC; however, such a liquidity event is considered unlikely. Therefore, no non-controlling interest has been recognized. Periodic distributions for services rendered will be recorded as compensation expense. In addition, the Company will estimate the amount of the Put/Call Consideration, which will be accreted over the six year estimated service period, consisting of the estimated four years until the put/call can be exercised and the additional two-year service requirement. For the year ended December 31, 2020, compensation expense of $1,775 related to the Put/Call Consideration was recorded in general and administrative on the consolidated statement of operations, with a corresponding liability in other non-current liabilities on the consolidated balance sheet.

AdParlor acquisition

On 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, v2 Ventures Group LLC, a Delaware limited liability company (the "AdParlor Acquisition"). The purpose of the acquisition was to expand the Company's suite of marketing capabilities. In accordance with ASC 805, 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 8, Long-term debt, net for further detail. For the year 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 fair values of the assets acquired and the liabilities assumed at the closing date:

	July 1, 2019

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

	Fair Value		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 values of the acquired developed technology, and trade names & 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 fifteen years.

Note 14 - Variable Interest Entity

12 Months Ended

Dec. 31, 2020

Variable Interest Entity Disclosure [Text Block]

14. Variable Interest Entity

The Company has determined that Winopoly, LLC (as discussed in Note 13, Business acquisitions) qualifies as a VIE, for which the Company is the primary beneficiary. A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. We assess whether we are the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date.

Winopoly is a VIE, and the Company is its primary beneficiary, as contractual arrangements provide the Company with control over certain activities that most significantly impact its economic performance. These significant activities include the compliance practices of Winopoly, LLC and the Company's provisioning of leads that Winopoly, LLC uses to generate its revenue, which ultimately give the Company its controlling interest. The Company therefore consolidates Winopoly, LLC in its consolidated financial statements, inclusive of deemed compensation expense to the sellers for services rendered.

Note 15 - Related Party Transactions

12 Months Ended

Dec. 31, 2020

15. Related party transactions

The Company earns revenue and incurs expenses from a client in which the Company's Chief Executive Officer holds a significant ownership interest. For the year ended December 31, 2020, the Company recognized revenue from this client of $356 and incurred expenses from this client of $1.

Note 16 - Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Text Block]

16. 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, as such information was submitted to the Federal Communication Commission (“FCC”) in connection with the FCC’s rulemaking proceeding captioned “Restoring Internet Freedom,” WC Docket No. 17-108. The Company has been fully cooperating with the NY AG and has been engaged in settlement discussions with the NY AG concerning the resolution of this matter. The proposed settlement terms include the payment of penalties and agreements on improved business practices. As of December 31, 2020, the Company accrued $3.7 million in connection with this matter, which the Company believes will be the ultimate amount of the penalty to be imposed by the NY AG. The ultimate amount of this loss may be greater depending on the results of settlement discussions with the NY AG, including any failure of the parties to agree on the terms of a settlement, at which point the matter may proceed to litigation. In the event of an unfavorable outcome, the actual loss associated with this matter could have a material adverse effect on the Company’s business, results of operations or financial position.

On December 13, 2018, the Company received a subpoena from the United States Department of Justice (“DOJ”) regarding the same issue. On March 12, 2020, the Company received a subpoena from the Office of the Attorney General of the District of Columbia ("DC AG") regarding the same issue. The Company has been fully cooperating with the DOJ and the DC AG.

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 a result of being deemed information services. The Company disputed the Tax Department's position on several grounds, but 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 Adjustments and met with the Tax Department on March 4, 2020. During that meeting, the Company informed the Tax Department that a majority of the Proposed Audit Adjustments was attributable to revenue derived from transfers which were either excluded resales or sourced outside of New York and renewed its challenge as to the taxability of its customer acquisition revenue. On July 22 and 31, 2020, the Company received notices of determination from the Tax Department totaling $3.0 million, including $0.7 million of interest. On October 16, 2020, the Company filed challenges to the notices of determination. Based on the foregoing, the Company believes it is probable that a sales tax liability may result from this matter, and has estimated the range of any such liability to be between $0.7 million and $3.0 million. The Company has accrued a liability associated with these sales and use tax audits at the low end of this range.

On January 28, 2020, the Company received a Civil Investigative Demand (“CID”) from the FTC regarding compliance with the FTC Act or the TSR, 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 our business, results of operations or financial position.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

(a) Basis of preparation

From time to time, the Company may enter into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may qualify as a variable interest entity (“VIE”). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. As of April 1, 2020, the Company has included Winopoly, LLC in its consolidated financial statements as a VIE (as further discussed in Note 13, Business acquisitions and Note 14, Variable interest entity).

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

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, put/call considerations, consolidation of variable interest entity 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, Policy [Policy Text Block]

(c) Cash, cash equivalents and restricted cash

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, 2020 and 2019, 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 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.

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, 2020 and 2019, the Company's allowance for doubtful accounts was $368 and $1,967, respectively.

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

	*Year Ended December 31,*
(In thousands)	*2020*			*2019*
Beginning balance	$	1,967		$	1,751
Charges to expenses		269			2,550
Write-offs		(1,868	)		(2,334	)
Ending balance	$	368		$	1,967

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

(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.

Business Combinations Policy [Policy Text Block]

(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.

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

(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 2-20 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 360-10-15, 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 360-10-15. 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 6, Intangible assets, net. As of December 31, 2020 and 2019, the Company reviewed the indicators for impairment and concluded that no additional impairment of its finite-lived intangible assets existed.

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, 2020 and 2019, the goodwill balance relates to the acquisition of Interactive Data, LLC, the Fluent LLC Acquisition, the Q Interactive Acquisition, the AdParlor Acquisition and the Winopoly Acquisition (as defined in Note 6, Intangible assets, net).

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.

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-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 1 – 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, 2020, the Company regards the fair value of its long-term debt to approximate its carrying value. This fair value assessment represents a Level 2 measurement. See Note 8, Long-term debt, net.

Revenue from Contract with Customer [Policy Text Block]

(j) Revenue recognition

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 606-10-55-18 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 no 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, 2020 and 2019, the balance of deferred revenue was $1,373 and $1,140, respectively. The majority of the deferred revenue balance as of December 31, 2020 will be recognized into revenue during the first quarter of 2021.

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, 2020 and 2019, unbilled revenue included in accounts receivable was $28,337 and $29,061, 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.

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-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.

Advertising Cost [Policy Text Block]

(l) Advertising costs

Advertising costs are charged to operations as incurred. For the years ended December 31, 2020 and 2019, advertising costs, included in sales and marketing expenses, were $835 and $1,354, 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, 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.

Income Tax, Policy [Policy Text Block]

(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.

Earnings Per Share, Policy [Policy Text Block]

(o) Income (loss) per share

Basic income (loss) 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 income (loss) 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.

Segment Reporting, Policy [Policy Text Block]

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

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.

In 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. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

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

	*Year Ended December 31,*
(In thousands)	*2020*			*2019*
Beginning balance	$	1,967		$	1,751
Charges to expenses		269			2,550
Write-offs		(1,868	)		(2,334	)
Ending balance	$	368		$	1,967

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 - Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2020

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

	*Year Ended December 31,*
(In thousands, except share data)	*2020*		*2019*
Numerator:
Net income (loss)	$	2,207	$	(1,747	)
Denominator:
Weighted average shares outstanding		76,206,262		76,357,393
Weighted average restricted shares vested not delivered		2,404,883		3,016,396
Total basic weighted average shares outstanding		78,611,145		79,373,789
Dilutive effect of assumed conversion of restricted stock units		912,365		—
Dilutive effect of assumed conversion of stock options		1,666		—
Total diluted weighted average shares outstanding		79,525,176		79,373,789
Basic and diluted income (loss) per share:
Basic	$	0.03	$	(0.02	)
Diluted	$	0.03	$	(0.02	)

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

	*Year Ended December 31,*
	*2020*		*2019*
Restricted stock units		1,492,760		3,394,370
Stock options		2,294,000		2,120,000
Warrants		833,333		2,398,776
Total anti-dilutive securities		4,620,093		7,913,146

Note 4 - Lease Commitments (Tables)

12 Months Ended

Dec. 31, 2020

Lease, Cost [Table Text Block]

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Operating leases:
Rent expense	$	2,105	$	2,070
Financing lease:
Leased furniture, fixtures and office equipment depreciation expense		292		243
Interest expense		38		43
Short-term leases:
Rent expense		439		418
Total lease costs	$	2,874	$	2,774

	*December 31, 2020*
	*Operating Leases*			*Financing Lease*
Weighted average remaining lease-term (in years)		4.8			4.9
Weighted average discount rate		5.0	%		5.0	%

Lease Liability Maturity [Table Text Block]

(In thousands)	*December 31, 2020*
Year	*Operating Leases*			*Financing Lease*
2021	$	2,291		$	157
2022		2,159			158
2023		2,222			169
2024		2,222			169
2025		1,888			142
Total undiscounted cash flows		10,782			795
Less: imputed interest		(1,201	)		(91	)
Present value of lease liabilities	$	9,581		$	704

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

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases (1)	$	2,282	$	867
Operating cash flows used for financing lease	$	38	$	50
Lease liabilities related to the acquisition of right-of-use assets:
Operating leases	$	—	$	568

Note 5 - Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Table Text Block]

(In thousands)	*December 31, 2020*			*December 31, 2019*
Computer and network equipment	$	535		$	453
Furniture, fixtures and office equipment		966			940
Leased furniture, fixtures and office equipment		875			875
Leasehold improvements		1,290			1,290
Total cost of property and equipment		3,666			3,558
Less: accumulated depreciation and amortization		(1,465	)		(695	)
Property and equipment, net	$	2,201		$	2,863

Note 6 - Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2020

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

(In thousands)	*Amortization period (years)*		*December 31, 2020*			*December 31, 2019*
Gross amount:
Software developed for internal use		3	$	7,376		$	4,866
Acquired proprietary technology		3-5		14,788			13,661
Customer relationships		5-10		37,886			37,286
Trade names		4-20		16,657			16,657
Domain names		20		191			191
Databases		5-10		31,292			31,292
Non-competition agreements		2-5		1,768			1,768
				109,958			105,721
Accumulated amortization:
Software developed for internal use				(3,551	)		(1,995	)
Acquired proprietary technology				(12,474	)		(9,516	)
Customer relationships				(24,657	)		(19,396	)
Trade names				(4,252	)		(3,359	)
Domain names				(48	)		(39	)
Databases				(17,791	)		(14,182	)
Non-competition agreements				(1,768	)		(1,631	)
				(64,541	)		(50,118	)
Net intangible assets:
Software developed for internal use				3,825			2,871
Acquired proprietary technology				2,314			4,145
Customer relationships				13,229			17,890
Trade names				12,405			13,298
Domain names				143			152
Databases				13,501			17,110
Non-competition agreements				—			137
			$	45,417		$	55,603

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

(In thousands)
Year	*December 31, 2020*
2021	$	12,049
2022		11,156
2023		5,281
2024		4,470
2025		4,024
2026 and thereafter		8,437
Total	$	45,417

Note 7 - Goodwill (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Goodwill [Table Text Block]

(In thousands)	*Fluent*		*All Other*			*Total*
Balance as at December 31, 2019	$	159,791	$	4,983		$	164,774
Winopoly Acquisition		1,131		—			1,131
Goodwill impairment		—		(817	)		(817	)
Balance as at December 31, 2020	$	160,922	$	4,166		$	165,088

Note 8 - Long-term Debt, Net (Tables)

12 Months Ended

Dec. 31, 2020

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

(In thousands)	*December 31, 2020*			*December 31, 2019*
Refinanced Term Loan due 2023 (less unamortized discount of $2,386 and $3,715, respectively)	$	39,350		$	48,571
Note Payable due 2021 (less unamortized discount of $24 and $100, respectively)		1,226			2,400
Long-term debt, net		40,576			50,971
Less: Current portion of long-term debt		(7,293	)		(6,873	)
Long-term debt, net (non-current)	$	33,283		$	44,098

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

(In thousands)
Year
2021	$	7,293
2022		3,500
2023		32,193
Total maturities	$	42,986

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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Note 9 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

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

	*Year Ended December 31*
(In thousands)	*2020*			*2019*
Current:
Federal	$	—		$	—
State		705			—
Foreign		(3	)		39
Total current		702			39
Deferred:
Federal		1,882			439
State		459			(20	)
Foreign		128			(18	)
Less: valuation allowance		(2,349	)		(366	)
Total deferred		120			35
Income tax expense	$	822		$	74

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

	*Year Ended December 31,*
(In thousands)	*2020*					*2019*
Income tax expense at federal statutory rate	$	636		21.0	%	$	(351	)	21.0	%
Share-based compensation shortfall (windfall)		(10	)	(0.3	)		(425	)	25.4
Effect of state taxes, net of federal tax benefit		1,016		33.5			(16	)	1.0
Non-deductible items		845		27.9			934		(55.8	)
Return to provision adjustment		(84	)	(2.8	)		224		(13.4	)
Foreign rate difference		25		0.8			3		(0.2	)
Minority interest		154		5.1			—		—
Deferred only adjustments		579		19.1			40		(2.4	)
Other		10		0.3			31		(1.9	)
Change in valuation allowance		(2,349	)	(77.6	)		(366	)	21.9
Income tax expense	$	822		27.1	%	$	74		(4.4	)%

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

(In thousands)	*December 31, 2020*			*December 31, 2019*
Deferred tax assets:
Net operating loss carryforwards	$	2,262		$	5,073
Share-based compensation		6,115			6,322
Interest expense limitation		—			1,951
Accounts receivable, net		94			504
Investment in Winopoly		242			—
Acquisition costs		—			229
Operating lease liability		2,386			2,910
Other		247			216
		11,346			17,205
Valuation allowance		(2,523	)		(4,872	)
		8,823			12,333
Deferred tax liabilities:
Intangible assets		(6,536	)		(9,767	)
Operating lease right-of-use asset		(2,056	)		(2,532	)
Deferred revenue		—			(4	)
Property and equipment, net		(432	)		(111	)
		(9,024	)		(12,414	)
Net deferred tax liability	$	(201	)	$	(81	)

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

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Unrecognized tax benefits, opening balance	$	1,480	$	1,480
Increase in unrecognized tax benefits		—		—
Unrecognized tax benefits, ending balance	$	1,480	$	1,480

Note 11 - Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

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

Issuance Date	February 1, 2019			December 20, 2019			March 1, 2020
Fair value lower range	$	2.81		$	1.58		$	1.46
Fair value higher range	$	2.86		$	1.61		$	1.49
Exercise price	$	4.72		$	2.56		$	2.33
Expected term (in years)		1.0 - 1.3			1.0 - 1.6			1.0 - 1.5
Expected volatility		65	%		70	%		70	%
Dividend yield		—	%		—	%		—	%
Risk-free rate		2.61	%		1.85	%		1.05	%

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, 2018		112,000		$	13.98		2.8		—
Granted		2,064,000		$	4.72		9.1
Forfeited		(56,000	)
Outstanding as of December 31, 2019		2,120,000		$	5.21		8.7		—
Granted		478,000		$	2.48		9.0		1,228
Forfeited		(257,000	)
Expired		(47,000	)
Outstanding as of December 31, 2020		2,294,000		$	4.34		8.0		2,256
Options exercisable as of December 31, 2020		1,069,000		$	4.82		7.6		573

Schedule of Nonvested Share Activity [Table Text Block]

	*Number of options*			*Weighted average exercise price per share*		*Weighted average remaining contractual term (years)*
Unvested as of December 31, 2019		2,008,000		$	4.72		9.1
Granted		478,000		$	2.48		9.0
Forfeited		(257,000	)
Vested		(1,004,000	)
Unvested as of December 31, 2020		1,225,000		$	3.98		8.4

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, 2018		3,831,965		$	7.95
Granted		2,275,094		$	4.82
Vested and delivered		(1,549,050	)	$	3.97
Withheld as treasury stock (1)		(567,447	)	$	4.13
Vested not delivered (2)		122,582		$	4.76
Forfeited		(718,774	)	$	4.13
Unvested as of December 31, 2019		3,394,370		$	8.03
Granted		1,663,532		$	2.03
Vested and delivered		(1,433,268	)	$	3.59
Withheld as treasury stock (1)		(219,795	)	$	4.06
Vested not delivered (2)		525,334		$	2.84
Forfeited		(553,076	)	$	3.47
Unvested as of December 31, 2020		3,377,097		$	7.09

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

	*Year Ended December 31,*
(In thousands)	*2020*		*2019*
Sales and marketing	$	822	$	971
Product development		1,099		889
General and administrative		3,473		8,481
Share-based compensation expense		5,394		10,341
Capitalized in intangible assets		162		89
Total share-based compensation	$	5,556	$	10,430

Note 12 - Segment Information (Tables)

12 Months Ended

Dec. 31, 2020

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

	*Year Ended December 31,*
(In thousands)	*2020*			*2019*
Fluent segment revenue:
United States	$	258,819		$	246,697
International		45,262			31,138
Fluent segment revenue	$	304,081		$	277,835
All Other segment revenue:
United States	$	6,327		$	3,304
International		311			545
All Other segment revenue	$	6,638		$	3,849
Segment EBITDA
Fluent segment EBITDA	$	25,119		$	18,511
All Other segment EBITDA		(1,438	)		648
Total EBITDA		23,681			19,159
Depreciation and amortization		15,302			13,940
Total income from operations	$	8,379		$	5,219

	*December 31,*		*December 31,*
(In thousands)	*2020*		*2019*
Total assets:
Fluent	$	292,616	$	296,714
All Other		17,604		20,379
Total assets	$	310,220	$	317,093

Note 13 - Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2020

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

	July 1, 2019

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		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
	Dec. 31, 2020
Number of Consumer Brands	500

Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 368	$ 1,967	$ 1,751
Impairment of Intangible Assets, Finite-lived	0	0
Contract with Customer, Liability, Current	1,373	1,140
Unbilled Receivables, Current	28,337	29,061
Marketing and Advertising Expense, Total	$ 835	$ 1,354
Number of Operating Segments	2
Number of Reporting Units	2
Number of Reportable Segments	1
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)	2 years
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)	20 years

Note 2 - Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Balance	$ 1,967	$ 1,751
Provision for bad debts	269	2,550
Write-offs	(1,868)	(2,334)
Balance	$ 368	$ 1,967

Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2020
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 - Income (Loss) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Net income (loss)	$ 2,207	$ (1,747)
Weighted average shares outstanding (in shares)	76,206,262	76,357,393
Weighted average restricted shares vested not delivered (in shares)	2,404,883	3,016,396
Total basic weighted average shares outstanding (in shares)	78,611,145	79,373,789
Total diluted weighted average shares outstanding (in shares)	79,525,176	79,373,789
Basic (in dollars per share)	$ 0.03	$ (0.02)
Diluted (in dollars per share)	$ 0.03	$ (0.02)
Restricted Stock Units (RSUs) [Member]
Dilutive effect of assumed conversion of share-based payment arrangement (in shares)	912,365	0
Share-based Payment Arrangement, Option [Member]
Dilutive effect of assumed conversion of share-based payment arrangement (in shares)	1,666	0

Note 3 - Income (Loss) Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total anti-dilutive securities (in shares)	4,620,093	7,913,146
Restricted Stock Units (RSUs) [Member]
Total anti-dilutive securities (in shares)	1,492,760	3,394,370
Share-based Payment Arrangement, Option [Member]
Total anti-dilutive securities (in shares)	2,294,000	2,120,000
Warrant [Member]
Total anti-dilutive securities (in shares)	833,333	2,398,776

Note 4 - Lease Commitments (Details Textual) $ in Thousands	12 Months Ended
Note 4 - Lease Commitments (Details Textual) $ in Thousands	Dec. 31, 2019 USD ($)	Oct. 10, 2018 USD ($) ft²
Lessee, Operating Lease, Term of Contract (Year)		7 years
Area of Real Estate Property (Square Foot) \| ft²		42,685
Collateralized Agreements, Total		$ 1,480
Payments for (Proceeds from) Tenant Allowance	$ 640

Note 4 - Lease Commitments - Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Rent expense, operating leases	$ 2,105	$ 2,070
Leased furniture, fixtures and office equipment depreciation expense, finance lease	292	243
Interest expense, finance lease	38	43
Rent expense, short-term leases	439	418
Total lease costs	$ 2,874	$ 2,774
Weighted average remaining lease-term (in years), operating leases (Year)	4 years 9 months 18 days
Weighted average remaining lease-term (in years), finance lease (Year)	4 years 10 months 24 days
Weighted average discount rate, operating leases	5.00%
Weighted average discount rate, finance lease	5.00%

Note 4 - Lease Commitments - Scheduled Future Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2020 USD ($)
2021, operating leases	$ 2,291
2021, finance lease	157
2022, operating leases	2,159
2022, finance lease	158
2023, operating leases	2,222
2023, finance lease	169
2024, operating leases	2,222
2024, finance lease	169
2025, operating leases	1,888
2025, finance lease	142
Total undiscounted cash flows, operating leases	10,782
Total undiscounted cash flows, finance lease	795
Less: imputed interest, operating leases	(1,201)
Less: imputed interest, finance lease	(91)
Present value of lease liabilities, operating leases	9,581
Present value of lease liabilities, finance lease	$ 704

Note 4 - Lease Commitments - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Operating cash flows used for operating leases

^[1]

$ 2,282

$ 867

Operating cash flows used for financing lease

Operating leases

$ 0

$ 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 5 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Depreciation, Total	$ 771	$ 743

Note 5 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Total cost of property and equipment	$ 3,666	$ 3,558
Less: accumulated depreciation and amortization	(1,465)	(695)
Property and equipment, net	2,201	2,863
Computer Equipment [Member]
Total cost of property and equipment	535	453
Furniture and Fixtures [Member]
Total cost of property and equipment	966	940
Leased Furniture, Fixtures, and Office Equipment [Member]
Total cost of property and equipment	875	875
Leasehold Improvements [Member]
Total cost of property and equipment	$ 1,290	$ 1,290

Note 6 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Apr. 01, 2020
Amortization of Intangible Assets, Total	$ 14,531	$ 13,197
Capitalized Computer Software, Additions	2,945	2,713
Capitalized Computer Software, Impairments	0	425
Winopoly, LLC [Member]
Business Acquisition, Percentage of Voting Interests Acquired			50.00%
Capitalized Computer Software, Additions	$ 1,400
Asset Purchase Agreement [Member]
Capitalized Computer Software, Additions		$ 4,700

Note 6 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total gross amount	$ 109,958	$ 105,721
Total accumulated amortization	(64,541)	(50,118)
Intangible assets, net	$ 45,417	55,603
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	$ 7,376	4,866
Total accumulated amortization	(3,551)	(1,995)
Intangible assets, net	3,825	2,871
Acquired Proprietary Technology [Member]
Total gross amount	14,788	13,661
Total accumulated amortization	(12,474)	(9,516)
Intangible assets, net	$ 2,314	4,145
Acquired Proprietary Technology [Member] \| Minimum [Member]
Amortization period (Year)	3 years
Customer Relationships [Member]
Total gross amount	$ 37,886	37,286
Total accumulated amortization	(24,657)	(19,396)
Intangible assets, net	$ 13,229	17,890
Customer Relationships [Member] \| Minimum [Member]
Amortization period (Year)	5 years
Trade Names [Member]
Total gross amount	$ 16,657	16,657
Total accumulated amortization	(4,252)	(3,359)
Intangible assets, net	$ 12,405	13,298
Trade Names [Member] \| Minimum [Member]
Amortization period (Year)	4 years
Internet Domain Names [Member]
Amortization period (Year)	20 years
Total gross amount	$ 191	191
Total accumulated amortization	(48)	(39)
Intangible assets, net	143	152
Database Rights [Member]
Total gross amount	31,292	31,292
Total accumulated amortization	(17,791)	(14,182)
Intangible assets, net	$ 13,501	17,110
Database Rights [Member] \| Minimum [Member]
Amortization period (Year)	5 years
Noncompete Agreements [Member]
Total gross amount	$ 1,768	1,768
Total accumulated amortization	(1,768)	(1,631)
Intangible assets, net	$ 0	$ 137
Noncompete Agreements [Member] \| Minimum [Member]
Amortization period (Year)	2 years

Note 6 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
2021	$ 12,049
2022	11,156
2023	5,281
2024	4,470
2025	4,024
2026 and thereafter	8,437
Total	$ 45,417	$ 55,603

Note 7 - Goodwill (Details Textual) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Goodwill, Impairment Loss		$ 817	$ 0
All Other Reporting Unit [Member]
Goodwill, Impairment Loss	$ 817

Note 7 - Goodwill - Change in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Balance	$ 164,774
Goodwill impairment	(817)	$ 0
Balance	165,088	164,774
Winopoly, LLC [Member]
Winopoly Acquisition	1,131
Fluent Segment [Member]
Balance	159,791
Goodwill impairment	0
Balance	160,922	159,791
Fluent Segment [Member] \| Winopoly, LLC [Member]
Winopoly Acquisition	1,131
Other Segments [Member]
Balance	4,983
Goodwill impairment	(817)
Balance	4,166	$ 4,983
Other Segments [Member] \| Winopoly, LLC [Member]
Winopoly Acquisition	$ 0

Note 8 - Long-term Debt, Net (Details Textual) - USD ($) $ in Thousands			3 Months Ended	12 Months Ended
	Jul. 01, 2020	Mar. 26, 2018	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Jul. 01, 2019
Long-term Debt, Gross				$ 42,986
Long-term Debt, Total			$ 50,971	40,576	$ 50,971
Repayments of Long-term Debt, Total				11,802	8,034
Refinanced Term Loan [Member]
Debt Instrument, Face Amount		$ 70,000
Debt Instrument, Interest Rate Floor		0.50%
Debt Instrument, Quarterly Principal Amortization		$ 875
Long-term Debt, Gross				41,736
Payment for Debt Extinguishment or Debt Prepayment Cost			2,543
Long-term Debt, Total			48,571	39,350	48,571
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%
Promissory Notes [Member]
Long-term Debt, Total			$ 2,400	1,226	$ 2,400
Promissory Notes [Member] \| Asset Purchase Agreement [Member]
Long-term Debt, Gross				$ 1,250
Long-term Debt, Total						$ 2,350
Debt Instrument, Unamortized Discount, Total						$ 150
Debt Instrument, Interest Rate, Effective Percentage						4.28%
Repayments of Long-term Debt, Total	$ 1,250

Note 8 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Long-term debt	$ 40,576	$ 50,971
Less: Current portion of long-term debt	(7,293)	(6,873)
Long-term debt, net (non-current)	33,283	44,098
Refinanced Term Loan [Member]
Long-term debt	39,350	48,571
Promissory Notes [Member]
Long-term debt	$ 1,226	$ 2,400

Note 8 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands	Dec. 31, 2020 USD ($)
2021	$ 7,293
2022	3,500
2023	32,193
Total maturities	$ 42,986

Note 9 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Deferred Tax Assets, Valuation Allowance, Total	$ 2,523	$ 4,872
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0
Domestic Tax Authority [Member]
Operating Loss Carryforwards, Total	10,866
Operating Loss Carryforwards, Subject to Expiration	1,165
Operating Loss Carryforwards. Not Subject to Expiration	$ 9,700
Domestic Tax Authority [Member] \| Internal Revenue Service (IRS) [Member]
Open Tax Year	2016 2017 2018 2019 2020
State and Local Jurisdiction [Member]
Operating Loss Carryforwards, Total	$ 25,031
State and Local Jurisdiction [Member] \| New York State Division of Taxation and Finance [Member]
Open Tax Year	2016 2017 2018 2019 2020
State and Local Jurisdiction [Member] \| California Franchise Tax Board [Member]
Open Tax Year	2016 2017 2018 2019 2020
State and Local Jurisdiction [Member] \| New York City Department of Finance [Member]
Open Tax Year	2016 2017 2018 2019 2020

Note 9 - Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0
State	705	0
Foreign	(3)	39
Total current	702	39
Deferred:
Federal	1,882	439
State	459	(20)
Foreign	128	(18)
Less: valuation allowance	(2,349)	(366)
Total deferred	120	35
Income tax expense	$ 822	$ 74

Note 9 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income tax expense at federal statutory rate	$ 636	$ (351)
Income tax expense at federal statutory rate, percentage	21.00%	21.00%
Share-based compensation shortfall (windfall)	$ (10)	$ (425)
Share-based compensation shortfall (windfall), percentage	(0.30%)	25.40%
Effect of state taxes, net of federal tax benefit	$ 1,016	$ (16)
Effect of state taxes, net of federal tax benefit, percentage	33.50%	1.00%
Non-deductible items	$ 845	$ 934
Non-deductible items, percentage	27.90%	(55.80%)
Return to provision adjustment	$ (84)	$ 224
Return to provision adjustment, percentage	(2.80%)	(13.40%)
Foreign rate difference	$ 25	$ 3
Foreign rate difference, percentage	0.80%	(0.20%)
Minority interest	$ (154)	$ 0
Minority interest	5.10%	0.00%
Deferred only adjustments	$ 579	$ 40
Deferred only adjustments, percentage	19.10%	(2.40%)
Other	$ 10	$ 31
Other, percentage	0.30%	(1.90%)
Change in valuation allowance	$ (2,349)	$ (366)
Change in valuation allowance, percentage	(77.60%)	21.90%
Income tax expense	$ 822	$ 74
Income tax expense, percentage	27.10%	(4.40%)

Note 9 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Net operating loss carryforwards	$ 2,262	$ 5,073
Share-based compensation	6,115	6,322
Interest expense limitation	0	1,951
Accounts receivable, net	94	504
Investment in Winopoly	242	0
Acquisition costs	0	229
Operating lease liability	2,386	2,910
Other	247	216
Deferred Tax Assets, Gross, Total	11,346	17,205
Valuation allowance	(2,523)	(4,872)
Deferred Tax Assets, Net of Valuation Allowance, Total	8,823	12,333
Intangible assets	(6,536)	(9,767)
Operating lease right-of-use asset	(2,056)	(2,532)
Deferred revenue	0	(4)
Property and equipment, net	(432)	(111)
Deferred Tax Liabilities, Gross, Total	(9,024)	(12,414)
Net deferred tax liability	$ (201)	$ (81)

Note 9 - Income Taxes - Reconciliation of Gross Amounts of Unrecognized Tax Benefits, Excluding Accrued Interest and Penalties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Unrecognized tax benefits, opening balance	$ 1,480	$ 1,480
Increase in unrecognized tax benefits	0	0
Unrecognized tax benefits, ending balance	$ 1,480	$ 1,480

Note 10 - Common Stock, Treasury Stock and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 31, 2020	Nov. 30, 2017	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jul. 09, 2018
Common Stock, Shares, Issued, Total (in shares)			80,295,141	78,642,078	76,525,581
Treasury Stock, Shares, Ending Balance (in shares)			3,945,867	2,768,399	1,233,198
Payments for Repurchase of Warrants	$ 1,150
Treasury Stock, Value, Ending Balance			$ 9,999	$ 8,184	$ 3,272
Treasury Stock, Shares, Acquired (in shares)			657,673	967,754
Class of Warrant or Right, Outstanding (in shares)			833,333	2,398,776	2,498,776
Common Stock, Par or Stated Value Per Share (in dollars per share)			$ 0.0005	$ 0.0005
Warrant Repurchased During Period, Shares (in shares)	300,000
Preferred Stock, Shares Authorized (in shares)			10,000,000	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued, Total (in shares)			0	0	0
Amended Whitehorse Warrants [Member]
Class of Warrant or Right, Put Price (in dollars per share)		$ 3.8334
Minimum [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 3.75
Maximum [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 6.00
Whitehorse Finance, Inc. [Member]
Stock Issued During Period, Warrants Exercise, Shares (in shares)		300,000	300,000
Whitehorse Finance, Inc. [Member] \| Amended Whitehorse Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						186,667
Common Stock, Par or Stated Value Per Share (in dollars per share)						$ 3.00
H.I.G. Whitehorse SMA ABF, L.P. [Member] \| Amended Whitehorse Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)						$ 3.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						46,667
Common Stock, Par or Stated Value Per Share (in dollars per share)						$ 0.0005
H.I.G. Whitehorse SMA Holdings I, LLC [Member] \| Amended Whitehorse Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						66,666
Common Stock, Par or Stated Value Per Share (in dollars per share)						$ 3.00
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares)			1,653,063	2,116,497
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)			219,795	567,447

Note 11 - Share-based Compensation (Details Textual) - USD ($) $ in Thousands				12 Months Ended
	Mar. 01, 2020	Dec. 20, 2019	Feb. 01, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement, Expense				$ 5,394	$ 10,341
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total				$ 6,736
Treasury Stock, Shares, Ending Balance (in shares)				3,945,867	2,768,399	1,233,198
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount				$ 6,586
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)				2 years 4 months 24 days
Share-based Payment Arrangement, Option [Member]
Share-based Payment Arrangement, Expense				$ 996	$ 4,611
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total				150
Restricted Stock Units (RSUs) [Member]
Share-based Payment Arrangement, Expense				$ 4,560	$ 5,819
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other Than Options, Change in Vested And Unissued Shares (in shares)				(525,334)	(122,582)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)				129,999	617,752
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares)				2,262,001	2,787,335
Transaction Grants [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Delivered in Period (in shares)				655,333	740,334
The 2015 Stock Incentive Plan and 2018 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)				21,134,927
Common Stock, Capital Shares Reserved for Future Issuance (in shares)				2,266,857
The 2018 Stock Incentive Plan [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)					5 years
The 2018 Stock Incentive Plan [Member] \| Vesting if Stock Price is Above 125 Percent of Exercise Price For 20 Consecutive Days [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	50.00%	50.00%	50.00%
The 2018 Stock Incentive Plan [Member] \| Share-based Payment Arrangement, Tranche One [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent	133.33%	133.33%	125.00%
The 2018 Stock Incentive Plan [Member] \| Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	50.00%	50.00%	50.00%
The 2018 Stock Incentive Plan [Member] \| Share-based Payment Arrangement, Tranche Two [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent	177.78%	177.78%	156.25%

Note 11 - Share-based Compensation - Key Assumptions (Details) - $ / shares	Mar. 01, 2020	Dec. 20, 2019	Feb. 01, 2019
Fair value lower range (in dollars per share)	$ 1.46	$ 1.58	$ 2.81
Fair value higher range (in dollars per share)	1.49	1.61	2.86
Exercise price (in dollars per share)	$ 2.33	$ 2.56	$ 4.72
Expected volatility	70.00%	70.00%	65.00%
Dividend yield	0.00%	0.00%	0.00%
Risk-free rate	1.05%	1.85%	2.61%
Minimum [Member]
Expected term (Year)	1 year	1 year	1 year
Maximum [Member]
Expected term (Year)	1 year 6 months	1 year 7 months 6 days	1 year 3 months 18 days

Note 11 - Share-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Outstanding, number of options (in shares)	2,120,000	112,000
Outstanding, weighted average exercise price per share (in dollars per share)	$ 5.21	$ 13.98
Outstanding, weighted average remaining contractual term (Year)	8 years	8 years 8 months 12 days	2 years 9 months 18 days
Granted, number of options (in shares)	478,000	2,064,000
Granted, weighted average exercise price per share (in dollars per share)	$ 2.48	$ 4.72
Granted, weighted average remaining contractual term (Year)	9 years	9 years 1 month 6 days
Forfeited, number of options (in shares)	(257,000)	(56,000)
Forfeited, weighted average exercise price per share (in dollars per share)
Outstanding, aggregate intrinsic value	$ 2,256	$ 0
Granted	$ 1,228
Expired, number of options (in shares)	(47,000)
Expired, weighted average exercise price per share (in dollars per share)
Outstanding, number of options (in shares)	2,294,000	2,120,000	112,000
Outstanding, weighted average exercise price per share (in dollars per share)	$ 4.34	$ 5.21	$ 13.98
Options exercisable, number of options (in shares)	1,069,000
Options exercisable, weighted average exercise price per share (in dollars per share)	$ 4.82
Options exercisable, weighted average remaining contractual term (Year)	7 years 7 months 6 days
Options exercisable, aggregate intrinsic value	$ 573

Note 11 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Unvested, number of options (in shares)	2,008,000
Unvested, weighted average exercise price per share (in dollars per share)	$ 4.72
Unvested, weighted average remaining contractual term (Year)	8 years 4 months 24 days	9 years 1 month 6 days
Granted, number of options (in shares)	478,000	2,064,000
Granted, weighted average exercise price per share (in dollars per share)	$ 2.48
Granted, weighted average remaining contractual term (Year)	9 years	9 years 1 month 6 days
Forfeited, number of options (in shares)	(257,000)
Forfeited, weighted average exercise price per share (in dollars per share)
Vested, number of options (in shares)	(1,004,000)
Vested, weighted average exercise price per share (in dollars per share)
Unvested, number of options (in shares)	1,225,000	2,008,000
Unvested, weighted average exercise price per share (in dollars per share)	$ 3.98	$ 4.72

Note 11 - Share-based Compensation - Restricted Stock Activity (Details) - $ / shares

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Forfeited, number of options (in shares)

(257,000)

Forfeited, weighted average grant-date fair value (in dollars per share)

Restricted Stock Units (RSUs) [Member]

Unvested, number of units (in shares)

3,394,370

3,831,965

Unvested, weighted average grant-date fair value (in dollars per share)

$ 8.03

$ 7.95

Granted, number of units (in shares)

1,663,532

2,275,094

Granted, weighted average grant-date fair value (in dollars per share)

$ 2.03

$ 4.82

Vested and delivered, number of units (in shares)

(1,433,268)

(1,549,050)

Vested and delivered, weighted average grant-date fair value (in dollars per share)

$ 3.59

$ 3.97

Withheld as treasury stock, number of units (in shares)

^[1]

(219,795)

(567,447)

Withheld as treasury stock, weighted average grant-date fair value (in dollars per share)

^[1]

$ 4.06

$ 4.13

Vested not delivered, number of units (in shares)

^[2]

525,334

122,582

Vested not delivered, weighted average grant-date fair value (in dollars per share)

^[2]

$ 2.84

$ 4.76

Forfeited, number of options (in shares)

(553,076)

(718,774)

Forfeited, weighted average grant-date fair value (in dollars per share)

$ 3.47

$ 4.13

Unvested, number of units (in shares)

3,377,097

3,394,370

Unvested, weighted average grant-date fair value (in dollars per share)

$ 7.09

$ 8.03

[1]

As discussed in Note 10, 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, 2020 and 2019, there were 3,945,867 and 2,768,399 outstanding shares of treasury stock, respectively.

[2]

Vested not delivered represents vested RSUs with delivery deferred to a future time. During the year ended December 31, 2020, there was a net decrease of 525,334 shares included in vested not delivered balance as a result of the delivery of 655,333 shares, partially offset by the vesting of 129,999 shares with deferred delivery election. 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, partially offset by the vesting of 617,752 shares with deferred delivery election. As of December 31, 2020 and 2019, there were 2,262,001 and 2,787,335 outstanding RSUs included in vested not delivered, respectively.

Note 11 - Share-based Compensation - Share-based Compensation Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total share-based compensation expense	$ 5,394	$ 10,341
Share-based compensation capitalized in intangible assets	162	89
Total share-based compensation	5,556	10,430
Selling and Marketing Expense [Member]
Total share-based compensation expense	822	971
Research and Development Expense [Member]
Total share-based compensation expense	1,099	889
General and Administrative Expense [Member]
Total share-based compensation expense	$ 3,473	$ 8,481

Note 12 - Segment Information (Details Textual)	12 Months Ended
Note 12 - Segment Information (Details Textual)	Dec. 31, 2020
Number of Operating Segments	2
Number of Reporting Units	2
Number of Reportable Segments	1

Note 12 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 310,719	$ 281,684
EBITDA	23,681	19,159
Depreciation and amortization	15,302	13,940
Income from operations	8,379	5,219
Total assets	310,220	317,093
Fluent Segment [Member]
Revenue	304,081	277,835
EBITDA	25,119	18,511
Total assets	292,616	296,714
Other Segments [Member]
Revenue	6,638	3,849
EBITDA	(1,438)	648
Total assets	17,604	20,379
UNITED STATES \| Fluent Segment [Member]
Revenue	258,819	246,697
UNITED STATES \| Other Segments [Member]
Revenue	6,327	3,304
Non-US [Member] \| Fluent Segment [Member]
Revenue	45,262	31,138
Non-US [Member] \| Other Segments [Member]
Revenue	$ 311	$ 545

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-URI http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (bb)
-URI http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 25
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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