Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | Fluent, Inc. | |
Entity Central Index Key | 0001460329 | |
Trading Symbol | flnt | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 76,809,530 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Title of 12(b) Security | Common Stock ($0.0005 par value) |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS: | ||
Cash and cash equivalents | $ 24,228,000 | $ 17,769,000 |
Accounts receivable, net of allowance for doubtful accounts of $1,550 and $1,751, respectively | 45,745,000 | 48,652,000 |
Prepaid expenses and other current assets | 2,015,000 | 1,971,000 |
Total current assets | 71,988,000 | 68,392,000 |
Restricted cash | 1,480,000 | 1,480,000 |
Property and equipment, net | 3,037,000 | 1,380,000 |
Operating lease right-of-use assets | 10,332,000 | |
Total intangible assets, net | 58,478,000 | 61,812,000 |
Goodwill | 164,774,000 | 159,791,000 |
Other non-current assets | 579,000 | 414,000 |
Total assets | 310,668,000 | 293,269,000 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Accounts payable | 17,396,000 | 7,855,000 |
Accrued expenses and other current liabilities | 17,069,000 | 21,566,000 |
Deferred revenue | 1,178,000 | 444,000 |
Current portion of long-term debt | 6,058,000 | 3,500,000 |
Current portion of operating lease liability | 2,342,000 | |
Total current liabilities | 44,043,000 | 33,365,000 |
Long-term debt, net | 46,929,000 | 51,972,000 |
Operating lease liability, net | 9,507,000 | |
Other non-current liabilities | 736,000 | 766,000 |
Total liabilities | 101,215,000 | 86,103,000 |
Shareholders' equity: | ||
Preferred stock - $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2019 and December 31, 2018 | ||
Common stock - $0.0005 par value, 200,000,000 shares authorized; 78,574,482 and 76,525,581 shares issued at September 30, 2019 and December 31, 2018, respectively; and 76,783,296 and 75,292,383 shares outstanding at September 30, 2019 and December 31, 2018, respectively | 39,000 | 38,000 |
Treasury stock, at cost, 1,791,186 and 1,233,198 shares at September 30, 2019 and December 31, 2018, respectively | (6,368,000) | (3,272,000) |
Additional paid-in capital | 403,854,000 | 395,769,000 |
Accumulated deficit | (188,072,000) | (185,369,000) |
Total shareholders' equity | 209,453,000 | 207,166,000 |
Total liabilities and shareholders' equity | $ 310,668,000 | $ 293,269,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance for doubtful accounts | $ 1,550 | $ 1,751 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstandng (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 78,574,482 | 76,525,581 |
Common stock, shares outstanding (in shares) | 76,783,296 | 75,292,383 |
Treasury stock, shares (in shares) | 1,791,186 | 1,233,198 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Revenue | $ 64,552 | $ 66,535 | $ 201,673 | $ 179,459 | |
Costs and expenses: | |||||
Cost of revenue (exclusive of depreciation and amortization) | 44,568 | 41,744 | 138,530 | 115,120 | |
Sales and marketing | 2,717 | 3,640 | 9,209 | 9,909 | |
Product development | 2,040 | 1,680 | 6,485 | 3,556 | |
General and administrative | 14,049 | 9,775 | 34,378 | 25,387 | |
Depreciation and amortization | 3,642 | 3,352 | 10,265 | 10,021 | |
Write-off of long-lived assets | 280 | 280 | |||
Spin-off transaction costs | 7,708 | ||||
Total costs and expenses | 67,296 | 60,191 | 199,147 | 171,701 | |
(Loss) income from operations | (2,744) | 6,344 | 2,526 | 7,758 | |
Interest expense, net | (1,719) | (1,882) | (5,264) | (6,209) | |
(Loss) income before income taxes from continuing operations | (4,463) | 4,462 | (2,738) | 1,549 | |
Income tax benefit | 35 | ||||
Net (loss) income from continuing operations | (4,463) | 4,462 | (2,703) | 1,549 | |
Discontinued operations: | |||||
Loss from operations of discontinued operations, net of $0 income taxes | (2,084) | ||||
Loss on disposal of discontinued operations, net of $0 income taxes | (19,040) | ||||
Net loss from discontinued operations | (21,124) | ||||
Net (loss) income | $ (4,463) | $ 4,462 | $ (2,703) | $ (19,575) | |
Basic and diluted (loss) income per share: | |||||
Continuing operations (in dollars per share) | $ (0.06) | $ 0.06 | $ (0.03) | $ 0.02 | [1] |
Discontinued operations (in dollars per share) | (0.28) | ||||
Net (loss) income (in dollars per share) | $ (0.06) | $ 0.06 | $ (0.03) | $ (0.26) | |
Weighted average number of shares outstanding: | |||||
Basic and diluted (in shares) | 79,569,210 | 78,199,633 | 79,389,131 | 76,002,514 | |
[1] | Contains summation difference due to rounding. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Loss from operations of discontinued operations, income taxes | $ 0 | ||
Loss on disposal of discontinued operations, income taxes | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 61,631,573 | 352,523 | |||
Balance at Dec. 31, 2017 | $ 31 | $ (1,274) | $ 392,687 | $ (167,437) | $ 224,007 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 12,184,842 | ||||
Vesting of restricted stock units and issuance of restricted stock | $ 6 | (6) | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 872,562 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (1,979) | (1,979) | |||
Share-based compensation expense | 28,114 | 28,114 | |||
Net loss | (19,575) | (19,575) | |||
Balance (in shares) at Jun. 30, 2018 | 76,509,709 | 1,225,085 | |||
Balance at Jun. 30, 2018 | $ 38 | $ (3,253) | 390,011 | (191,474) | 195,322 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 6,706 | ||||
Vesting of restricted stock units and issuance of restricted stock | |||||
Share-based compensation expense | 2,675 | 2,675 | |||
Net loss | 4,462 | 4,462 | |||
Balance (in shares) at Dec. 31, 2018 | 76,525,581 | 1,233,198 | |||
Balance at Dec. 31, 2018 | $ 38 | $ (3,272) | 395,769 | (185,369) | 207,166 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 2,048,901 | ||||
Vesting of restricted stock units and issuance of restricted stock | $ 1 | (1) | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 557,988 | 557,988 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (3,096) | $ (3,096) | |||
Share-based compensation expense | 8,086 | 8,086 | |||
Net loss | (2,703) | (2,703) | |||
Balance (in shares) at Jun. 30, 2019 | 78,534,774 | 1,785,489 | |||
Balance at Jun. 30, 2019 | $ 39 | $ (6,351) | 402,192 | (183,609) | 212,271 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 39,708 | ||||
Vesting of restricted stock units and issuance of restricted stock | |||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 5,697 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (17) | (17) | |||
Reclassification of puttable option from equity to liability | (1,150) | (1,150) | |||
Share-based compensation expense | 2,812 | 2,812 | |||
Net loss | $ (4,463) | $ (4,463) |
Statement of Stockholders Equit
Statement of Stockholders Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 61,631,573 | 352,523 | |||
Balance at Dec. 31, 2017 | $ 31 | $ (1,274) | $ 392,687 | $ (167,437) | $ 224,007 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 12,184,842 | ||||
Vesting of restricted stock units and issuance of restricted stock | $ 6 | (6) | |||
Reduction in value of puttable option classified as liability | 200 | 200 | |||
Share-based compensation expense | 28,114 | 28,114 | |||
Net loss | (19,575) | (19,575) | |||
Issuance of common stock upon direct offering to certain investors, net of issuance costs of $108 (in shares) | 2,700,000 | ||||
Issuance of common stock upon direct offering to certain investors, net of issuance costs of $108 | $ 1 | 13,391 | 13,392 | ||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 872,562 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (1,979) | (1,979) | |||
Spin-off of Red Violet | (41,500) | (41,500) | |||
Balance (in shares) at Sep. 30, 2018 | 76,516,415 | 1,225,085 | |||
Balance at Sep. 30, 2018 | $ 38 | $ (3,253) | 392,886 | (187,012) | 202,659 |
Balance (in shares) at Jun. 30, 2018 | 76,509,709 | 1,225,085 | |||
Balance at Jun. 30, 2018 | $ 38 | $ (3,253) | 390,011 | (191,474) | 195,322 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 6,706 | ||||
Vesting of restricted stock units and issuance of restricted stock | |||||
Reduction in value of puttable option classified as liability | 200 | 200 | |||
Share-based compensation expense | 2,675 | 2,675 | |||
Net loss | 4,462 | 4,462 | |||
Balance (in shares) at Sep. 30, 2018 | 76,516,415 | 1,225,085 | |||
Balance at Sep. 30, 2018 | $ 38 | $ (3,253) | 392,886 | (187,012) | 202,659 |
Balance (in shares) at Dec. 31, 2018 | 76,525,581 | 1,233,198 | |||
Balance at Dec. 31, 2018 | $ 38 | $ (3,272) | 395,769 | (185,369) | 207,166 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 2,048,901 | ||||
Vesting of restricted stock units and issuance of restricted stock | $ 1 | (1) | |||
Share-based compensation expense | 8,086 | 8,086 | |||
Net loss | (2,703) | $ (2,703) | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 557,988 | 557,988 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (3,096) | $ (3,096) | |||
Balance (in shares) at Sep. 30, 2019 | 78,574,482 | 1,791,186 | |||
Balance at Sep. 30, 2019 | $ 39 | $ (6,368) | 403,854 | (188,072) | 209,453 |
Balance (in shares) at Jun. 30, 2019 | 78,534,774 | 1,785,489 | |||
Balance at Jun. 30, 2019 | $ 39 | $ (6,351) | 402,192 | (183,609) | 212,271 |
Vesting of restricted stock units and issuance of restricted stock (in shares) | 39,708 | ||||
Vesting of restricted stock units and issuance of restricted stock | |||||
Share-based compensation expense | 2,812 | 2,812 | |||
Net loss | (4,463) | (4,463) | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 5,697 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (17) | (17) | |||
Balance (in shares) at Sep. 30, 2019 | 78,574,482 | 1,791,186 | |||
Balance at Sep. 30, 2019 | $ 39 | $ (6,368) | $ 403,854 | $ (188,072) | $ 209,453 |
Statement of Stockholders Equ_2
Statement of Stockholders Equity (Parentheticals) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Issuance of common stock, issuance costs | $ 108 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,703) | $ (19,575) |
Net loss from discontinued operations | 21,124 | |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 10,265 | 10,021 |
Non-cash interest expense and related amortization | 1,016 | 1,491 |
Share-based compensation expense | 8,019 | 11,855 |
Provision for bad debt | 2,082 | 462 |
Write-off of long-lived assets | 280 | |
Deferred income tax benefit | (35) | |
Allocation of expenses to Red Violet | (325) | |
Changes in assets and liabilities, net of business acquisition: | ||
Accounts receivable | 8,660 | (3,910) |
Prepaid expenses and other current assets | 10 | (112) |
Other non-current assets | (137) | 533 |
Operating lease assets and liabilities, net | 1,517 | |
Accounts payable | 1,850 | (159) |
Accrued expenses and other current liabilities | (4,915) | 628 |
Deferred revenue | 701 | 449 |
Other | 5 | |
Net cash provided by operating activities from continuing operations | 26,615 | 22,482 |
Net cash used in operating activities from discontinued operations | (5,835) | |
Net cash provided by operating activities | 26,615 | 16,647 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (2,076) | (107) |
Business acquisition, net of cash acquired | (7,246) | |
Capitalized costs included in intangible assets | (1,887) | (995) |
Capital contributed to Red Violet | (19,728) | |
Net cash used in investing activities from continuing operations | (11,209) | (20,830) |
Net cash used in investing activities from discontinued operations | (1,386) | |
Net cash used in investing activities | (11,209) | (22,216) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of shares, net of issuance costs | 13,392 | |
Proceeds from debt obligations, net of debt costs | 67,182 | |
Repayments of long-term debt | (5,851) | (72,229) |
Taxes paid related to net share settlement of restricted stock units and issuance of restricted stock | (3,096) | (1,979) |
Net cash (used in) provided by financing activities | (8,947) | 6,366 |
Net increase in cash, cash equivalents and restricted cash | 6,459 | 797 |
Cash, cash equivalents and restricted cash at beginning of period | 19,249 | 16,564 |
Cash, cash equivalents and restricted cash at end of period | 25,708 | 17,361 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 4,170 | 4,931 |
Cash paid for income taxes | ||
Share-based compensation capitalized in intangible assets | 67 | 364 |
Reduction in value of puttable common stock classified as liability | $ (200) |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 1. (a) Basis of preparation and liquidity The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), 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") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not December 31, 2019. The information included in this quarterly report on Form 10 10 December 31, 2018 2018 10 March 18, 2019. December 31, 2018 2018 10 Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. Spin-off of Red Violet On March 26, 2018, March 19, 2018 3 Discontinued operations Reclassifications During the year ended December 31, 2018 three nine September 30, 2018 no The following table summarizes the reclassification activity for the three September 30, 2018 As previously reported Category expansion Operating costs and expenses reclassification As currently reported Cost of revenue (exclusive of depreciation and amortization) $ 39,090 $ — $ 2,654 $ 41,744 Sales and marketing 4,186 (143 ) (403 ) 3,640 Product development — 1,680 — 1,680 General and administrative 13,563 (1,537 ) (2,251 ) 9,775 The following table summarizes the reclassification activity for the nine September 30, 2018 As previously reported Category expansion Operating costs and expenses reclassification As currently reported Cost of revenue (exclusive of depreciation and amortization) $ 108,646 $ — $ 6,474 $ 115,120 Sales and marketing 11,870 (742 ) (1,219 ) 9,909 Product development — 3,556 — 3,556 General and administrative 33,456 (2,814 ) (5,255 ) 25,387 Immaterial Correction of an Error During the year ended December 31, 2018 not three nine September 30, 2018 s adjusted Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As previously reported As currently reported As previously reported (1) As currently reported Weighted average number of shares outstanding: Basic 78,199,579 78,199,633 73,941,595 76,002,514 Diluted 78,199,579 78,199,633 73,941,595 76,002,514 Basic and diluted income (loss) per share: Continuing operations $ 0.06 $ 0.06 $ 0.02 $ 0.02 Discontinued operations $ — $ — $ (0.29 ) $ (0.28 ) Net income (loss) $ 0.06 $ 0.06 $ (0.26 ) $ (0.26 ) ( 1 Contains summation difference due to rounding. (b) Recently issued and adopted accounting standards In February 2016, No. 2016 02 2016 02" Leases (Topic 842 January 1, 2019, 2016 02 2018 11, Leases: Targeted Improvements, not As of January 1, 2019, 2016 02 $10,866 $11,138, 2016 02 not 2016 02. Subsequent to the adoption of Accounting Standards Codification ("ASC") 842, 842 not not 4 Lease commitments In January 2016, No. 2016 13, Financial Instruments—Credit Losses, The new guidance is effective for annual and interim periods beginning after December 15, 2019 , and early adoption is permitted. (c) 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 not Revenue is recognized upon satisfaction of the 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 not not For each identified performance obligation in the contract with the customer, the Company assesses whether it or the third third third no 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 September 30, 2019 December 31, 2018 $1,178 $444 December 31, 2018 first 2019 If there is a delay between the period in which revenue is recognized and when customer invoices are issued, revenue is recognized and related amounts are recorded as unbilled revenue in accounts receivable on the consolidated balance sheets. As of September 30, 2019 December 31, 2018 $19,081 $25,545 not Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing expenses. 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 one |
Note 2 - Loss (Income) Per Shar
Note 2 - Loss (Income) Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 2. Basic (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period, in addition to restricted stock units ("RSUs") and restricted common stock that are vested but not For the three nine September 30, 2019 2018 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net (loss) income from continuing operations $ (4,463 ) $ 4,462 $ (2,703 ) $ 1,549 Net loss from discontinued operations — — — (21,124 ) Net (loss) income $ (4,463 ) $ 4,462 $ (2,703 ) $ (19,575 ) Denominator: Weighted average shares outstanding 76,769,339 75,289,662 76,296,825 72,657,052 Weighted average restricted shares vested not delivered 2,799,871 2,909,971 3,092,306 3,345,462 Total basic and diluted weighted average shares outstanding 79,569,210 78,199,633 79,389,131 76,002,514 Basic and diluted (loss) earnings per share Continuing operations $ (0.06 ) $ 0.06 $ (0.03 ) $ 0.02 Discontinued operations $ — $ — $ — $ (0.28 ) Net (loss) income $ (0.06 ) $ 0.06 $ (0.03 ) $ (0.26 ) The following potentially dilutive securities were excluded from the calculation of diluted (loss) income per share, as their effects would have been anti-dilutive for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Restricted stock units 3,794,227 3,842,631 3,794,227 3,842,631 Stock options 2,120,000 2,623,776 2,120,000 2,623,776 Warrants 2,398,776 112,000 2,398,776 112,000 Total anti-dilutive securities 8,313,003 6,578,407 8,313,003 6,578,407 |
Note 3 - Discontinued Operation
Note 3 - Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3. As a result of the Spin-off on March 26, 2018, For the nine September 30, 2018 Nine Months Ended September 30, 2018 Revenue $ 3,325 Cost of revenue (exclusive of depreciation and amortization) 2,017 Sales and marketing expenses 1,089 General and administrative expenses 1,852 Depreciation and amortization 451 Loss from operations of discontinued operations, net of $0 income taxes (2,084 ) Loss on disposal of discontinued operations, net of $0 income taxes (19,040 ) Net loss from discontinued operations $ (21,124 ) For the nine September 30, 2018 $19,040, $16,030 Nine Months Ended September 30, 2018 Share-based compensation expense (1) $ 15,548 Write-off of unamortized debt costs (2) 284 Write-off of certain prepaid expenses 198 Spin-off related professional fees 2,012 Spin-off related employee compensation 998 Loss on disposal of discontinued operations $ 19,040 ( 1 As discussed and defined in Note 10, Share-based compensation ( 2 As discussed in Note 7, Long-term debt, net, 284 In addition, during the first 2018 $7,708 $5,409 2,041,000 10, Share-based compensation $2,299. |
Note 4 - Lease Commitments
Note 4 - Lease Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 4. 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 one not one 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 may three The Company is party to a number of noncancelable operating and financing lease agreements for certain offices and furniture, fixtures and office equipment. These leases have original lease periods expiring between 2021 2025. not not For the three nine September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating leases: Rent expense $ 542 $ 1,533 Financing lease: Leased furniture, fixtures and office equipment depreciation expense 73 170 Interest expense 10 32 Short-term leases: Rent expense 85 342 Total lease costs $ 710 $ 2,077 As of September 30, 2019 September 30, 2019 Operating Leases Financing Lease Weighted average remaining lease-term (in years) 6.0 6.2 Weighted average discount rate 5.0 % 5.0 % As of September 30, 2019 September 30, 2019 Year Operating Leases Financing Lease Remainder of 2019 $ 585 $ 37 2020 2,344 157 2021 2,297 157 2022 2,153 158 2023 2,222 169 Thereafter 4,110 312 Total undiscounted cash flows 13,711 990 Less: imputed interest (1,862 ) (138 ) Present value of lease liabilities $ 11,849 $ 852 For the three nine September 30, 2019 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases (1) $ 585 $ 288 Operating cash flows used for financing lease $ 15 $ 39 Lease liabilities related to the acquisition of right-of-use assets: Operating leases $ 451 $ 568 ( 1 For the nine September 30, 2019, $640 |
Note 5 - Intangible Assets, Net
Note 5 - Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 5. Intangible assets, net, other than goodwill, consist of the following: Amortization period (in years) September 30, 2019 December 31, 2018 Gross amount: Software developed for internal use 3 $ 4,427 $ 3,037 Acquired proprietary technology 4-5 13,559 11,459 Customer relationships 6-10 37,286 34,986 Trade names 4-20 16,657 16,357 Domain names 20 191 191 Databases 5-10 31,292 31,292 Non-competition agreements 2-5 1,768 1,768 Total gross amount 105,180 99,090 Accumulated amortization: Software developed for internal use (1,724 ) (1,282 ) Acquired proprietary technology (8,827 ) (6,987 ) Customer relationships (18,116 ) (14,417 ) Trade names (3,124 ) (2,504 ) Domain names (36 ) (29 ) Databases (13,280 ) (10,573 ) Non-competition agreements (1,595 ) (1,486 ) Total accumulated amortization (46,702 ) (37,278 ) Net intangible assets: Software developed for internal use 2,703 1,755 Acquired proprietary technology 4,732 4,472 Customer relationships 19,170 20,569 Trade names 13,533 13,853 Domain names 155 162 Databases 18,012 20,719 Non-competition agreements 173 282 Total intangible assets, net $ 58,478 $ 61,812 The gross amounts associated with software developed for internal use primarily represent capitalized costs for 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 ("Fluent LLC"), effective on December 8, 2015 ( the acquisition of Q Interactive, LLC, effective on June 8, 2016 ( , effective July 1, 2019 ( Note 14 Business Acquisition During the three September 30, 2019, September 30, 2019, not may September 30, 2019. Amortization expense of $3,456 $3,228 three September 30, 2019 2018 $9,708 $9,653 for the nine September 30, 2019 2018 September 30, 2019 $398 not not As of September 30, 2019 2019 2024 Year September 30, 2019 Remainder of 2019 $ 3,443 2020 13,623 2021 10,810 2022 9,171 2023 4,663 2024 and thereafter 16,768 Total $ 58,478 |
Note 6 - Goodwill
Note 6 - Goodwill | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 6. Goodwill represents the cost in excess of fair value of net assets acquired in a business combination. As of September 30, 2019 , the total balance of goodwill was $164,774 , as a result of the acquisition of Interactive Data, LLC effective on October 2, 2014, 14 Business Acquisition In accordance with ASC Topic 350, Intangibles - Goodwill and Other, may not not October 1. During the three September 30, 2019, 11, Segment information September 30, 2019, not 12%. 12.5%, $159,790 |
Note 7 - Long-term Debt, Net
Note 7 - Long-term Debt, Net | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7. Long-term debt, net, related to the Refinanced Term Loan and Note Payable (as defined below) consisted of the following: September 30, 2019 December 31, 2018 Refinanced Term Loan due 2023 (less unamortized discount of $3,857) $ 50,612 $ 55,472 Note Payable due 2021 (less unamortized discount of $125) 2,375 — Long-term debt, net 52,987 55,472 Less: Current portion of long-term debt (6,058 ) (3,500 ) Long-term debt, net (non-current) $ 46,929 $ 51,972 Refinanced Term Loan In connection with the Spin-off of Red Violet, Fluent LLC refinanced and fully repaid the existing term loans (the "Term Loans") and certain promissory notes (the "Promissory Notes"), which had been entered into on December 8, 2015, $70.0 No. 6 No. 6" March 26, 2018 ( 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% 7.00% 6.0% Refinanced Term Loan is payable monthly. Scheduled principal amortization of the Refinanced Term Loan is $875 September 30, 2018 March 26, 2023. On March 26, 2018, $55,586 $11,425, $2,818 $3,136, third $193 3 Discontinued operations The Credit Agreement, as amended, requires the Company to maintain and comply with certain financial and other covenants, commencing with the fiscal quarter ended September 30, 2018 For the three September 30, 2019 , the quarterly prepayment resulting from excess cash flow was $1,308 . As of September 30, 2019 , this amount was reclassified to the current portion of long-term debt and will be paid during the fourth September 30, 2019 , the Company was in compliance with all of the financial and other covenants under the Credit Agreement. Note Payable On July 1, 2019, AdParlor Acquisition (as defined in Note 14 , Business Acquisition), $2,350, $150 4.28% not two first second Maturities As of September 30, 2019 of $1,308 for the third quarter of 2019 Year Remainder of 2019 $ 3,433 2020 4,750 2021 3,500 2022 3,500 2023 41,786 Total maturities $ 56,969 Fair value As of September 30, 2019 2 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 8. The Company is subject to federal and state income taxes in the United States. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate. The Company updates its estimated annual effective tax rate on a quarterly basis and, if the estimate changes, makes a cumulative adjustment. As of September 30, 2019 December 31, 2018 twelve may not may For the nine September 30, 2019 2018 1% 0% 21% 34%, The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than- not 50% not not no As of September 30, 2019 December 31, 2018 $1,480 no September 30, 2019 not The Company does not twelve |
Note 9 - Common Stock, Treasury
Note 9 - Common Stock, Treasury Stock and Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Common stock As of September 30, 2019 December 31, 2018 78,574,482 76,525,581 1,791,186 1,233,198 For the nine September 30, 2019 2,048,901 557,988 Treasury stock As of September 30, 2019 December 31, 2018 1,791,186 1,233,198 $6,368 $3,272 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 nine September 30, 2019 557,988 10 Share-based compensation. Warrants As of September 30, 2019 December 31, 2018 2,398,776 2,498,776 $3.75 $6.00 On July 9, 2018 46,667 $0.0005 $3.00 66,666 $3.00 186,667 $3.00 November 2017, 300,000 not 300,000 $3.8334 may January 1, 2019 December 15, 2019. In accordance with ASC 480, Distinguishing Liabilities from Equity , the Put Right should be classified within other current liabilities on the consolidated balance sheets when the market price of the Company's common stock is lower than the exercise price of $3.8334 As of March 31, 2019, $1,150 September 30, 2019 , the last reported sale price of the Company's common stock was lower than the exercise price and the Put Right was therefore reclassified to other current liabilities on the consolidated balance sheet as of September 30, 2019 . |
Note 10 - Share-based Compensat
Note 10 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 10. As of September 30, 2019 two 2015 "2015 2018 2018 21,178,330 September 30, 2019 3,614,784 2018 Spin-off of Red Violet On March 8, 2018, March 12, 2018 ( 5,157,998 47,500 4,960,498 500,000 2,500,000 150,000 $14,667 first 2018 In connection with the Spin-off of Red Violet, common stock awards comprised of an aggregate of 304,000 first 2018 $881 2,041,000 three $5,409 first 2018 In total, share-based compensation expense of $15,548, first 2018 3 Discontinued operations Stock options On January 31, 2019, February 1, 2019 2018 50% 125% 20 50% 156.25% 20 no first September 30, 2019 first 50% February 1, 2020. fifth $2.81 $2.86 Key Assumptions Exercise price $ 4.72 Expected term (in years) 1.0 - 1.3 Expected volatility 65 % Dividend yield — % Risk-free rate 2.61 % For the nine September 30, 2019 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2018 112,000 $ 13.98 2.8 $ — Granted 2,064,000 $ 4.72 9.3 Forfeited (56,000 ) $ 4.72 Outstanding as of September 30, 2019 2,120,000 $ 5.21 9.0 $ — Options exercisable as of September 30, 2019 112,000 $ 13.98 2.1 $ — 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 three nine September 30, 2019 $1,250 $3,353 three nine September 30, 2018 $0 $243 September 30, 2019 $2,339 Restricted stock units and restricted stock For the nine September 30, 2019 Number of units Weighted average grant-date fair value Unvested as of December 31, 2018 3,831,965 $ 7.95 Granted 2,119,628 $ 4.93 Vested and delivered (1,490,913 ) $ 4.00 Withheld as treasury stock (1) (557,988 ) $ 4.16 Vested not delivered (2) 112,582 $ 4.75 Forfeited (221,047 ) $ 3.59 Unvested as of September 30, 2019 3,794,227 $ 7.66 ( 1 As discussed in Note 9 September 30, 2019 1,791,186 ( 2 Vested not nine September 30, 2019 112,582 not 740,334 627,752 September 30, 2019 2,797,335 not The Company recognized compensation (included in sales and marketing, product development, general and administrative and discontinued operations in the consolidated statements of operations, and intangible assets in the consolidated balance sheets) for RSUs and restricted stock of $1,562 $2,675 three $4,733 $27,871 nine September 30, 2019 2018 As of September 30, 2019 $14,668 2.5 For the three nine September 30, 2019 2018 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Sales and marketing $ 292 $ 717 $ 821 $ 2,125 Product development 278 136 800 487 General and administrative 2,220 1,741 6,398 3,835 Spin-off transaction costs — — — 5,409 Discontinued operations — — — 15,713 Total share-based compensation expense 2,790 2,594 8,019 27,569 Capitalized in intangible assets of continuing operations 22 81 67 364 Capitalized in intangible assets of discontinued operations — — — 181 Total share-based compensation $ 2,812 $ 2,675 $ 8,086 $ 28,114 |
Note 11 - Segment Information
Note 11 - Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 11. 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 (loss) income from operations. As of September 30, 2019, two two one three 14 Business Acquisition Summarized financial information concerning the Company's segments is shown in the following tables below: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Fluent segment revenue: United States $ 54,959 $ 59,360 $ 177,080 $ 162,193 International 7,953 7,175 22,953 17,266 Fluent segment revenue $ 62,912 $ 66,535 $ 200,033 $ 179,459 All Other segment revenue: United States $ 1,339 $ — $ 1,339 $ — International 301 — 301 — All Other segment revenue $ 1,640 $ — $ 1,640 $ — Segment (loss) income from operations: Fluent $ (2,581 ) $ 6,344 $ 2,689 $ 7,758 All Other (163 ) — (163 ) — Total (loss) income from operations (2,744 ) 6,344 2,526 7,758 Interest expense, net (1,719 ) (1,882 ) (5,264 ) (6,209 ) (Loss) income before income taxes from continuing operations $ (4,463 ) $ 4,462 $ (2,738 ) $ 1,549 September 30 December 31 2019 2018 Total assets: Fluent $ 287,515 $ 293,269 All Other 23,153 — Total assets $ 310,668 $ 293,269 |
Note 12 - Related Party Transac
Note 12 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 12. For the three nine September 30, 2019 2018 Business Consulting Agreement Pursuant to a Business Consulting Agreement, Marlin Capital Investments, LLC, an affiliate of Michael Brauser, the Company's Executive Chairman prior to the Spin-off, held RSUs representing the right to receive 2,000,000 October 13, 2015 not October 13, 2018, December 31, 2016. nine September 30, 2018 $1,792, March 12, 2018, 500,000 $906,000 first 2018 Promissory Notes On December 8, 2015, 10% $10.0 $5.0 $4.0 $1.0 nine September 30, 2018 $533, $426 $107 March 26, 2018, $5,713, $4,570 $1,143, Consulting Agreement On September 6, 2017, June 23, 2017, four no nine September 30, 2018 $302 2,500,000 $6,468 first 2018 |
Note 13 - Contingencies
Note 13 - Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 13. 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, 63 12 349 , No. 17 108. December 13, 2018, not On June 27, 2019, not not may may |
Note 14 - Business Acquisition
Note 14 - Business Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 14. On July 1, 2019, two June 17, 2019, v2 The purpose of the acquisition was to expand the Company's performance-based marketing capabilities. In accordance with ASU 2017 01, Business Combinations (Topic 805 At closing, the Buyers paid to Sellers cash consideration of $7,302, $2,350 not two first second 7 Long-term debt, net nine September 30, 2019 of $448 The following table summarizes the preliminary 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, net 138 Intangible assets, net 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 assets acquired $ 9,652 The preliminary fair values of the identifiable intangible assets and goodwill acquired at the closing date are as follows: Fair Value 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 T not tax purposes, the goodwill is deductible over 15 not not no one not |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 15. On November 8, 2019, No. 9 December 8, 2015. 0.50% 2.5. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | (a) Basis of preparation and liquidity The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), 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") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not December 31, 2019. The information included in this quarterly report on Form 10 10 December 31, 2018 2018 10 March 18, 2019. December 31, 2018 2018 10 |
Consolidation, Policy [Policy Text Block] | Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. |
Spinoff, Policy [Policy Text Block] | Spin-off of Red Violet On March 26, 2018, March 19, 2018 3 Discontinued operations |
Reclassification, Policy [Policy Text Block] | Reclassifications During the year ended December 31, 2018 three nine September 30, 2018 no The following table summarizes the reclassification activity for the three September 30, 2018 As previously reported Category expansion Operating costs and expenses reclassification As currently reported Cost of revenue (exclusive of depreciation and amortization) $ 39,090 $ — $ 2,654 $ 41,744 Sales and marketing 4,186 (143 ) (403 ) 3,640 Product development — 1,680 — 1,680 General and administrative 13,563 (1,537 ) (2,251 ) 9,775 The following table summarizes the reclassification activity for the nine September 30, 2018 As previously reported Category expansion Operating costs and expenses reclassification As currently reported Cost of revenue (exclusive of depreciation and amortization) $ 108,646 $ — $ 6,474 $ 115,120 Sales and marketing 11,870 (742 ) (1,219 ) 9,909 Product development — 3,556 — 3,556 General and administrative 33,456 (2,814 ) (5,255 ) 25,387 |
Accounting Immaterial Changes and Error Corrections [Policy Text Block] | Immaterial Correction of an Error During the year ended December 31, 2018 not three nine September 30, 2018 s adjusted Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As previously reported As currently reported As previously reported (1) As currently reported Weighted average number of shares outstanding: Basic 78,199,579 78,199,633 73,941,595 76,002,514 Diluted 78,199,579 78,199,633 73,941,595 76,002,514 Basic and diluted income (loss) per share: Continuing operations $ 0.06 $ 0.06 $ 0.02 $ 0.02 Discontinued operations $ — $ — $ (0.29 ) $ (0.28 ) Net income (loss) $ 0.06 $ 0.06 $ (0.26 ) $ (0.26 ) ( 1 Contains summation difference due to rounding. |
New Accounting Pronouncements, Policy [Policy Text Block] | (b) Recently issued and adopted accounting standards In February 2016, No. 2016 02 2016 02" Leases (Topic 842 January 1, 2019, 2016 02 2018 11, Leases: Targeted Improvements, not As of January 1, 2019, 2016 02 $10,866 $11,138, 2016 02 not 2016 02. Subsequent to the adoption of Accounting Standards Codification ("ASC") 842, 842 not not 4 Lease commitments In January 2016, No. 2016 13, Financial Instruments—Credit Losses, The new guidance is effective for annual and interim periods beginning after December 15, 2019 , and early adoption is permitted. |
Revenue from Contract with Customer [Policy Text Block] | (c) 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 not Revenue is recognized upon satisfaction of the 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 not not For each identified performance obligation in the contract with the customer, the Company assesses whether it or the third third third no 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 September 30, 2019 December 31, 2018 $1,178 $444 December 31, 2018 first 2019 If there is a delay between the period in which revenue is recognized and when customer invoices are issued, revenue is recognized and related amounts are recorded as unbilled revenue in accounts receivable on the consolidated balance sheets. As of September 30, 2019 December 31, 2018 $19,081 $25,545 not Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing expenses. 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 one |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As previously reported Category expansion Operating costs and expenses reclassification As currently reported Cost of revenue (exclusive of depreciation and amortization) $ 39,090 $ — $ 2,654 $ 41,744 Sales and marketing 4,186 (143 ) (403 ) 3,640 Product development — 1,680 — 1,680 General and administrative 13,563 (1,537 ) (2,251 ) 9,775 As previously reported Category expansion Operating costs and expenses reclassification As currently reported Cost of revenue (exclusive of depreciation and amortization) $ 108,646 $ — $ 6,474 $ 115,120 Sales and marketing 11,870 (742 ) (1,219 ) 9,909 Product development — 3,556 — 3,556 General and administrative 33,456 (2,814 ) (5,255 ) 25,387 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As previously reported As currently reported As previously reported (1) As currently reported Weighted average number of shares outstanding: Basic 78,199,579 78,199,633 73,941,595 76,002,514 Diluted 78,199,579 78,199,633 73,941,595 76,002,514 Basic and diluted income (loss) per share: Continuing operations $ 0.06 $ 0.06 $ 0.02 $ 0.02 Discontinued operations $ — $ — $ (0.29 ) $ (0.28 ) Net income (loss) $ 0.06 $ 0.06 $ (0.26 ) $ (0.26 ) |
Note 2 - Loss (Income) Per Sh_2
Note 2 - Loss (Income) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net (loss) income from continuing operations $ (4,463 ) $ 4,462 $ (2,703 ) $ 1,549 Net loss from discontinued operations — — — (21,124 ) Net (loss) income $ (4,463 ) $ 4,462 $ (2,703 ) $ (19,575 ) Denominator: Weighted average shares outstanding 76,769,339 75,289,662 76,296,825 72,657,052 Weighted average restricted shares vested not delivered 2,799,871 2,909,971 3,092,306 3,345,462 Total basic and diluted weighted average shares outstanding 79,569,210 78,199,633 79,389,131 76,002,514 Basic and diluted (loss) earnings per share Continuing operations $ (0.06 ) $ 0.06 $ (0.03 ) $ 0.02 Discontinued operations $ — $ — $ — $ (0.28 ) Net (loss) income $ (0.06 ) $ 0.06 $ (0.03 ) $ (0.26 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Restricted stock units 3,794,227 3,842,631 3,794,227 3,842,631 Stock options 2,120,000 2,623,776 2,120,000 2,623,776 Warrants 2,398,776 112,000 2,398,776 112,000 Total anti-dilutive securities 8,313,003 6,578,407 8,313,003 6,578,407 |
Note 3 - Discontinued Operati_2
Note 3 - Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Nine Months Ended September 30, 2018 Revenue $ 3,325 Cost of revenue (exclusive of depreciation and amortization) 2,017 Sales and marketing expenses 1,089 General and administrative expenses 1,852 Depreciation and amortization 451 Loss from operations of discontinued operations, net of $0 income taxes (2,084 ) Loss on disposal of discontinued operations, net of $0 income taxes (19,040 ) Net loss from discontinued operations $ (21,124 ) Nine Months Ended September 30, 2018 Share-based compensation expense (1) $ 15,548 Write-off of unamortized debt costs (2) 284 Write-off of certain prepaid expenses 198 Spin-off related professional fees 2,012 Spin-off related employee compensation 998 Loss on disposal of discontinued operations $ 19,040 |
Note 4 - Lease Commitments (Tab
Note 4 - Lease Commitments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating leases: Rent expense $ 542 $ 1,533 Financing lease: Leased furniture, fixtures and office equipment depreciation expense 73 170 Interest expense 10 32 Short-term leases: Rent expense 85 342 Total lease costs $ 710 $ 2,077 September 30, 2019 Operating Leases Financing Lease Weighted average remaining lease-term (in years) 6.0 6.2 Weighted average discount rate 5.0 % 5.0 % |
Lease Liability Maturity [Table Text Block] | September 30, 2019 Year Operating Leases Financing Lease Remainder of 2019 $ 585 $ 37 2020 2,344 157 2021 2,297 157 2022 2,153 158 2023 2,222 169 Thereafter 4,110 312 Total undiscounted cash flows 13,711 990 Less: imputed interest (1,862 ) (138 ) Present value of lease liabilities $ 11,849 $ 852 |
Lessee, Leases, Supplemental Cash Flow Information [Table Text Block] | Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases (1) $ 585 $ 288 Operating cash flows used for financing lease $ 15 $ 39 Lease liabilities related to the acquisition of right-of-use assets: Operating leases $ 451 $ 568 |
Note 5 - Intangible Assets, N_2
Note 5 - Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortization period (in years) September 30, 2019 December 31, 2018 Gross amount: Software developed for internal use 3 $ 4,427 $ 3,037 Acquired proprietary technology 4-5 13,559 11,459 Customer relationships 6-10 37,286 34,986 Trade names 4-20 16,657 16,357 Domain names 20 191 191 Databases 5-10 31,292 31,292 Non-competition agreements 2-5 1,768 1,768 Total gross amount 105,180 99,090 Accumulated amortization: Software developed for internal use (1,724 ) (1,282 ) Acquired proprietary technology (8,827 ) (6,987 ) Customer relationships (18,116 ) (14,417 ) Trade names (3,124 ) (2,504 ) Domain names (36 ) (29 ) Databases (13,280 ) (10,573 ) Non-competition agreements (1,595 ) (1,486 ) Total accumulated amortization (46,702 ) (37,278 ) Net intangible assets: Software developed for internal use 2,703 1,755 Acquired proprietary technology 4,732 4,472 Customer relationships 19,170 20,569 Trade names 13,533 13,853 Domain names 155 162 Databases 18,012 20,719 Non-competition agreements 173 282 Total intangible assets, net $ 58,478 $ 61,812 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year September 30, 2019 Remainder of 2019 $ 3,443 2020 13,623 2021 10,810 2022 9,171 2023 4,663 2024 and thereafter 16,768 Total $ 58,478 |
Note 7 - Long-term Debt, Net (T
Note 7 - Long-term Debt, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2019 December 31, 2018 Refinanced Term Loan due 2023 (less unamortized discount of $3,857) $ 50,612 $ 55,472 Note Payable due 2021 (less unamortized discount of $125) 2,375 — Long-term debt, net 52,987 55,472 Less: Current portion of long-term debt (6,058 ) (3,500 ) Long-term debt, net (non-current) $ 46,929 $ 51,972 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Remainder of 2019 $ 3,433 2020 4,750 2021 3,500 2022 3,500 2023 41,786 Total maturities $ 56,969 |
Note 10 - Share-based Compens_2
Note 10 - Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Key Assumptions Exercise price $ 4.72 Expected term (in years) 1.0 - 1.3 Expected volatility 65 % Dividend yield — % Risk-free rate 2.61 % |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2018 112,000 $ 13.98 2.8 $ — Granted 2,064,000 $ 4.72 9.3 Forfeited (56,000 ) $ 4.72 Outstanding as of September 30, 2019 2,120,000 $ 5.21 9.0 $ — Options exercisable as of September 30, 2019 112,000 $ 13.98 2.1 $ — |
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of units Weighted average grant-date fair value Unvested as of December 31, 2018 3,831,965 $ 7.95 Granted 2,119,628 $ 4.93 Vested and delivered (1,490,913 ) $ 4.00 Withheld as treasury stock (1) (557,988 ) $ 4.16 Vested not delivered (2) 112,582 $ 4.75 Forfeited (221,047 ) $ 3.59 Unvested as of September 30, 2019 3,794,227 $ 7.66 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Sales and marketing $ 292 $ 717 $ 821 $ 2,125 Product development 278 136 800 487 General and administrative 2,220 1,741 6,398 3,835 Spin-off transaction costs — — — 5,409 Discontinued operations — — — 15,713 Total share-based compensation expense 2,790 2,594 8,019 27,569 Capitalized in intangible assets of continuing operations 22 81 67 364 Capitalized in intangible assets of discontinued operations — — — 181 Total share-based compensation $ 2,812 $ 2,675 $ 8,086 $ 28,114 |
Note 11 - Segment Information (
Note 11 - Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Fluent segment revenue: United States $ 54,959 $ 59,360 $ 177,080 $ 162,193 International 7,953 7,175 22,953 17,266 Fluent segment revenue $ 62,912 $ 66,535 $ 200,033 $ 179,459 All Other segment revenue: United States $ 1,339 $ — $ 1,339 $ — International 301 — 301 — All Other segment revenue $ 1,640 $ — $ 1,640 $ — Segment (loss) income from operations: Fluent $ (2,581 ) $ 6,344 $ 2,689 $ 7,758 All Other (163 ) — (163 ) — Total (loss) income from operations (2,744 ) 6,344 2,526 7,758 Interest expense, net (1,719 ) (1,882 ) (5,264 ) (6,209 ) (Loss) income before income taxes from continuing operations $ (4,463 ) $ 4,462 $ (2,738 ) $ 1,549 September 30 December 31 2019 2018 Total assets: Fluent $ 287,515 $ 293,269 All Other 23,153 — Total assets $ 310,668 $ 293,269 |
Note 14 - Business Acquisition
Note 14 - Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
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, net 138 Intangible assets, net 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 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 - Summary of Significa_3
Note 1 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Lease, Right-of-Use Asset | $ 10,332 | ||
Operating Lease, Liability, Total | 11,849 | ||
Contract with Customer, Liability, Current | 1,178 | 444 | |
Unbilled Receivables, Current | $ 19,081 | $ 25,545 | |
Accounting Standards Update 2016-02 [Member] | |||
Operating Lease, Right-of-Use Asset | $ 10,866 | ||
Operating Lease, Liability, Total | $ 11,138 |
Note 1 - Summary of Significa_4
Note 1 - Summary of Significant Accounting Policies - Reclassification Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Cost of revenue (exclusive of depreciation and amortization) | $ 44,568 | $ 41,744 | $ 138,530 | $ 115,120 | |
Sales and marketing | 2,717 | 3,640 | 9,209 | 9,909 | |
Product development | 2,040 | 1,680 | 6,485 | 3,556 | |
General and administrative | $ 14,049 | $ 9,775 | $ 34,378 | $ 25,387 | |
Basic (in shares) | 79,569,210 | 78,199,633 | 79,389,131 | 76,002,514 | |
Diluted (in shares) | 78,199,633 | 76,002,514 | |||
Continuing operations (in dollars per share) | $ (0.06) | $ 0.06 | $ (0.03) | $ 0.02 | [1] |
Discontinued operations (in dollars per share) | (0.28) | ||||
Net income (loss) (in dollars per share) | $ 0.06 | $ (0.26) | |||
Previously Reported [Member] | |||||
Cost of revenue (exclusive of depreciation and amortization) | $ 39,090 | $ 108,646 | |||
Sales and marketing | 4,186 | 11,870 | |||
Product development | |||||
General and administrative | $ 13,563 | $ 33,456 | |||
Basic (in shares) | 78,199,579 | 73,941,595 | [1] | ||
Diluted (in shares) | 78,199,579 | 73,941,595 | [1] | ||
Discontinued operations (in dollars per share) | $ (0.29) | [1] | |||
Net income (loss) (in dollars per share) | $ 0.06 | $ (0.26) | [1] | ||
Restatement Adjustment [Member] | Category Expansion [Member] | |||||
Cost of revenue (exclusive of depreciation and amortization) | |||||
Sales and marketing | (143) | (742) | |||
Product development | 1,680 | 3,556 | |||
General and administrative | (1,537) | (2,814) | |||
Restatement Adjustment [Member] | Operating Costs and Expenses Reclassifications [Member] | |||||
Cost of revenue (exclusive of depreciation and amortization) | 2,654 | 6,474 | |||
Sales and marketing | (403) | (1,219) | |||
Product development | |||||
General and administrative | $ (2,251) | $ (5,255) | |||
[1] | Contains summation difference due to rounding. |
Note 2 - Loss (Income) Per Sh_3
Note 2 - Loss (Income) Per Share - Basic and Diluted Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Net (loss) income from continuing operations | $ (4,463) | $ 4,462 | $ (2,703) | $ 1,549 | |
Net loss from discontinued operations | (21,124) | ||||
Net loss | $ (4,463) | $ 4,462 | $ (2,703) | $ (19,575) | |
Weighted average shares outstanding (in shares) | 76,769,339 | 75,289,662 | 76,296,825 | 72,657,052 | |
Weighted average restricted shares vested not delivered (in shares) | 2,799,871 | 2,909,971 | 3,092,306 | 3,345,462 | |
Total basic and diluted weighted average shares outstanding (in shares) | 79,569,210 | 78,199,633 | 79,389,131 | 76,002,514 | |
Continuing operations (in dollars per share) | $ (0.06) | $ 0.06 | $ (0.03) | $ 0.02 | [1] |
Discontinued operations (in dollars per share) | (0.28) | ||||
Net (loss) income (in dollars per share) | (0.06) | 0.06 | (0.03) | (0.26) | |
Warrant [Member] | |||||
Continuing operations (in dollars per share) | (0.06) | 0.06 | (0.03) | 0.02 | |
Share-based Payment Arrangement, Option [Member] | |||||
Discontinued operations (in dollars per share) | $ (0.28) | ||||
[1] | Contains summation difference due to rounding. |
Note 2 - Loss (Income) Per Sh_4
Note 2 - Loss (Income) Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total anti-dilutive securities (in shares) | 8,313,003 | 6,578,407 | 8,313,003 | 6,578,407 |
Restricted Stock Units (RSUs) [Member] | ||||
Total anti-dilutive securities (in shares) | 3,794,227 | 3,842,631 | 3,794,227 | 3,842,631 |
Share-based Payment Arrangement, Option [Member] | ||||
Total anti-dilutive securities (in shares) | 2,120,000 | 2,623,776 | 2,120,000 | 2,623,776 |
Warrant [Member] | ||||
Total anti-dilutive securities (in shares) | 2,398,776 | 112,000 | 2,398,776 | 112,000 |
Note 3 - Discontinued Operati_3
Note 3 - Discontinued Operations (Details Textual) - Red Violet, Inc [Member] - Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | ||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax, Total | $ (19,040) | ||
Discontinued Operation, Noncash Gain (Loss) from Disposal of Discontinued Operation, Before Income Tax | (16,030) | ||
Write off of Deferred Debt Issuance Cost | [1] | $ 284 | |
Discontinued Operation, Spin-off Transaction Costs | $ 7,708 | ||
Spinoff Transaction Costs, Non Cash, Share Based Compensation | $ 5,409 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,041,000 | ||
Spinoff Transaction Costs, Cash, Compensation | $ 2,299 | ||
[1] | As discussed in Note 7, Long-term debt, net, in connection with the Spin-off, the Company repaid the Promissory Notes to certain investors, which resulted in a write-off of unamortized debt costs of $284. |
Note 3 - Discontinued Operati_4
Note 3 - Discontinued Operations - Financial Results of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Loss from operations of discontinued operations, net of $0 income taxes | $ (2,084,000) | |||||
Loss on disposal of discontinued operations, net of $0 income taxes | (19,040,000) | |||||
Net loss from discontinued operations | (21,124,000) | |||||
Share-based Payment Arrangement, Expense | $ 2,790,000 | $ 2,594,000 | $ 8,019,000 | 27,569,000 | ||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | ||||||
Share-based Payment Arrangement, Expense | $ 15,548,000 | |||||
Red Violet, Inc [Member] | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | ||||||
Revenue | 3,325,000 | |||||
Cost of revenue (exclusive of depreciation and amortization) | 2,017,000 | |||||
Sales and marketing expenses | 1,089,000 | |||||
General and administrative expenses | 1,852,000 | |||||
Depreciation and amortization | 451,000 | |||||
Loss from operations of discontinued operations, net of $0 income taxes | (2,084,000) | |||||
Loss on disposal of discontinued operations, net of $0 income taxes | (19,040,000) | |||||
Net loss from discontinued operations | (21,124,000) | |||||
Share-based Payment Arrangement, Expense | [1] | 15,548,000 | ||||
Write-off of unamortized debt costs | [2] | 284,000 | ||||
Write-off of certain prepaid expenses | 198,000 | |||||
Spin-off related professional fees | 2,012,000 | |||||
Spin-off related employee compensation | 998,000 | |||||
Loss on disposal of discontinued operations | $ 19,040,000 | |||||
[1] | As discussed and defined in Note 10, Share-based compensation, share-based compensation expense represents non-cash expense incurred in connection with the Acceleration of certain previously outstanding but unvested stock options, RSUs and restricted stock and additional Spin-off Grants, in connection with the Spin-off. | |||||
[2] | As discussed in Note 7, Long-term debt, net, in connection with the Spin-off, the Company repaid the Promissory Notes to certain investors, which resulted in a write-off of unamortized debt costs of $284. |
Note 3 - Discontinued Operati_5
Note 3 - Discontinued Operations - Financial Results of Operations (Details) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Loss from operations of discontinued operations, income taxes | $ 0 | ||
Loss on disposal of discontinued operations, income taxes | $ 0 | $ 0 | 0 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | Red Violet, Inc [Member] | |||
Loss from operations of discontinued operations, income taxes | 0 | ||
Loss on disposal of discontinued operations, income taxes | $ 0 |
Note 4 - Lease Commitments (Det
Note 4 - Lease Commitments (Details Textual) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Payments for (Proceeds from) Tenant Allowance | $ 640 |
Note 4 - Lease Commitments - Le
Note 4 - Lease Commitments - Lease Costs (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Rent expense, operating leases | $ 542 | $ 1,533 |
Leased furniture, fixtures and office equipment depreciation expense, finance lease | 73 | 170 |
Interest expense, finance lease | 10 | 32 |
Rent expense, short-term leases | 85 | 342 |
Total lease costs | $ 710 | $ 2,077 |
Weighted average remaining lease-term (in years), operating leases (Year) | 6 years | 6 years |
Weighted average remaining lease-term (in years), finance lease (Year) | 6 years 73 days | 6 years 73 days |
Weighted average discount rate, operating leases | 5.00% | 5.00% |
Weighted average discount rate, finance lease | 5.00% | 5.00% |
Note 4 - Lease Commitments - Sc
Note 4 - Lease Commitments - Scheduled Future Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Remainder of 2019, operating leases | $ 585 |
Remainder of 2019, finance lease | 37 |
2020, operating leases | 2,344 |
2020, finance lease | 157 |
2021, operating leases | 2,297 |
2021, finance lease | 157 |
2022, operating leases | 2,153 |
2022, finance lease | 158 |
2023, operating leases | 2,222 |
2023, finance lease | 169 |
Thereafter, operating leases | 4,110 |
Thereafter, finance lease | 312 |
Total undiscounted cash flows, operating leases | 13,711 |
Total undiscounted cash flows, finance lease | 990 |
Less: imputed interest, operating leases | (1,862) |
Less: imputed interest, finance lease | (138) |
Present value of lease liabilities, operating leases | 11,849 |
Present value of lease liabilities, finance lease | $ 852 |
Note 4 - Lease Commitments - Su
Note 4 - Lease Commitments - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | ||
Operating cash flows used for operating leases (1) | [1] | $ 585 | $ 288 |
Operating cash flows used for financing lease | 15 | 39 | |
Operating leases | $ 451 | $ 568 | |
[1] | For the nine months ended September 30, 2019, the Company received a cash reimbursement of $640 for tenant improvements made to its New York City corporate headquarters. |
Note 5 - Intangible Assets, N_3
Note 5 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Amortization of Intangible Assets, Total | $ 3,456 | $ 3,228 | $ 9,708 | $ 9,653 |
Intangible Assets, Gross (Excluding Goodwill), Total | $ 398 | $ 398 |
Note 5 - Intangible Assets, N_4
Note 5 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Total gross amount | $ 105,180 | $ 99,090 |
Total accumulated amortization | (46,702) | (37,278) |
Total intangible assets, net | $ 58,478 | 61,812 |
Computer Software, Intangible Asset [Member] | ||
Amortization period (Year) | 3 years | |
Total gross amount | $ 4,427 | 3,037 |
Total accumulated amortization | (1,724) | (1,282) |
Total intangible assets, net | 2,703 | 1,755 |
Acquired Proprietary Technology [Member] | ||
Total gross amount | 13,559 | 11,459 |
Total accumulated amortization | (8,827) | (6,987) |
Total intangible assets, net | $ 4,732 | 4,472 |
Acquired Proprietary Technology [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Acquired Proprietary Technology [Member] | Maximum [Member] | ||
Amortization period (Year) | 5 years | |
Customer Relationships [Member] | ||
Total gross amount | $ 37,286 | 34,986 |
Total accumulated amortization | (18,116) | (14,417) |
Total intangible assets, net | $ 19,170 | 20,569 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortization period (Year) | 6 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Amortization period (Year) | 10 years | |
Trade Names [Member] | ||
Total gross amount | $ 16,657 | 16,357 |
Total accumulated amortization | (3,124) | (2,504) |
Total intangible assets, net | $ 13,533 | 13,853 |
Trade Names [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Trade Names [Member] | Maximum [Member] | ||
Amortization period (Year) | 20 years | |
Internet Domain Names [Member] | ||
Amortization period (Year) | 20 years | |
Total gross amount | $ 191 | 191 |
Total accumulated amortization | (36) | (29) |
Total intangible assets, net | 155 | 162 |
Database Rights [Member] | ||
Total gross amount | 31,292 | 31,292 |
Total accumulated amortization | (13,280) | (10,573) |
Total intangible assets, net | $ 18,012 | 20,719 |
Database Rights [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Database Rights [Member] | Maximum [Member] | ||
Amortization period (Year) | 10 years | |
Noncompete Agreements [Member] | ||
Total gross amount | $ 1,768 | 1,768 |
Total accumulated amortization | (1,595) | (1,486) |
Total intangible assets, net | $ 173 | $ 282 |
Noncompete Agreements [Member] | Minimum [Member] | ||
Amortization period (Year) | 2 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Amortization period (Year) | 5 years |
Note 5 - Intangible Assets, N_5
Note 5 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Remainder of 2019 | $ 3,443 | |
2020 | 13,623 | |
2021 | 10,810 | |
2022 | 9,171 | |
2023 | 4,663 | |
2024 and thereafter | 16,768 | |
Total | $ 58,478 | $ 61,812 |
Note 6 - Goodwill (Details Text
Note 6 - Goodwill (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill, Ending Balance | $ 164,774,000 | $ 159,791,000 |
Goodwill, Impairment Loss | $ 0 | |
Percentage of Estimate Fair Value Exceeded Carrying Value of Reporting Unit | 12.00% | |
Goodwill Impairment Test, Discount Rate | 12.50% | |
Goodwill Impairment Test, Risk of Impairment Loss | $ 159,790 |
Note 7 - Long-term Debt, Net (D
Note 7 - Long-term Debt, Net (Details Textual) - USD ($) $ in Thousands | Mar. 26, 2018 | Sep. 30, 2019 | Jul. 01, 2019 | Dec. 31, 2018 | Dec. 08, 2015 |
Long-term Debt, Total | $ 52,987 | $ 55,472 | |||
Refinanced Term Loan [Member] | |||||
Debt Instrument, Face Amount | $ 70,000 | ||||
Debt Instrument, Interest Rate Floor | 0.50% | ||||
Debt Instrument, Quarterly Principal Amortization | $ 875 | ||||
Payment for Debt Extinguishment or Debt Prepayment Cost | 1,308 | ||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 193 | ||||
Long-term Debt, Total | 50,612 | 55,472 | |||
Debt Instrument, Unamortized Discount, Total | 3,857 | ||||
QuarterlyExcessCashFlowAmount | 1,308 | ||||
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% | ||||
Term Loan [Member] | |||||
Repayments of Debt | $ 55,586 | ||||
Payment for Debt Extinguishment or Debt Prepayment Cost | 2,818 | ||||
Unamortized Debt Issuance Expense | 3,136 | ||||
Promissory Notes [Member] | |||||
Debt Instrument, Face Amount | $ 10,000 | ||||
Repayments of Debt | $ 11,425 | ||||
Long-term Debt, Total | 2,375 | ||||
Debt Instrument, Unamortized Discount, Total | $ 125 | ||||
Promissory Notes [Member] | Asset Purchase Agreement [Member] | |||||
Long-term Debt, Total | $ 2,350 | ||||
Debt Instrument, Unamortized Discount, Total | $ 150 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 4.28% |
Note 7 - Long-term Debt, Net -
Note 7 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Long-term debt | $ 52,987 | $ 55,472 |
Less: Current portion of long-term debt | (6,058) | (3,500) |
Long-term debt, net (non-current) | 46,929 | 51,972 |
Refinanced Term Loan [Member] | ||
Long-term debt | 50,612 | 55,472 |
Promissory Notes [Member] | ||
Long-term debt | $ 2,375 |
Note 7 - Long-term Debt, Net _2
Note 7 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) $ in Thousands | Sep. 30, 2019USD ($) |
Refinanced Term Loan [Member] | |
Long-term debt, unamortized discount | $ 3,857 |
Promissory Notes [Member] | |
Long-term debt, unamortized discount | $ 125 |
Note 7 - Long-term Debt, Net _3
Note 7 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Remainder of 2019 | $ 3,433 |
2020 | 4,750 |
2021 | 3,500 |
2022 | 3,500 |
2023 | 41,786 |
Total maturities | $ 56,969 |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 1.00% | 0.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% | |
Unrecognized Tax Benefits, Ending Balance | $ 1,480 | $ 1,480 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 0 |
Note 9 - Common Stock, Treasu_2
Note 9 - Common Stock, Treasury Stock and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2017 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Jul. 09, 2018 | |
Common Stock, Shares, Issued, Total | 78,574,482 | 78,574,482 | 76,525,581 | |||
Treasury Stock, Shares, Ending Balance | 1,791,186 | 1,791,186 | 1,233,198 | |||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 557,988 | |||||
Treasury Stock, Value, Ending Balance | $ 6,368 | $ 6,368 | $ 3,272 | |||
Class of Warrant or Right, Outstanding | 2,398,776 | 2,398,776 | 2,498,776 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0005 | $ 0.0005 | $ 0.0005 | |||
Reclassification of Puttable Option from Liability to Equity | $ 1,150 | $ 1,150 | ||||
Whitehorse Finance, Inc. [Member] | ||||||
Stock Issued During Period, Warrants Exercise | 300,000 | |||||
Amended Whitehorse Warrants [Member] | ||||||
Class of Warrant or Right, Put Price | $ 3.8334 | |||||
Amended Whitehorse Warrants [Member] | H.I.G. Whitehorse SMA ABF, L.P. [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 46,667 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0005 | |||||
Amended Whitehorse Warrants [Member] | H.I.G. Whitehorse SMA Holdings I, LLC [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,666 | |||||
Common Stock, Par or Stated Value Per Share | $ 3 | |||||
Amended Whitehorse Warrants [Member] | Whitehorse Finance, Inc. [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 186,667 | |||||
Common Stock, Par or Stated Value Per Share | $ 3 | |||||
Minimum [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.75 | 3.75 | 3.75 | |||
Maximum [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | $ 6 | $ 6 | |||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,048,901 | |||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 557,988 |
Note 10 - Share-based Compens_3
Note 10 - Share-based Compensation (Details Textual) - USD ($) | Mar. 26, 2019 | Feb. 01, 2019 | Mar. 12, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 5,157,998 | ||||||||||
Share-based Payment Arrangement, Accelerated Cost | $ 14,667,000 | ||||||||||
Share-based Payment Arrangement, Expense | $ 2,790,000 | $ 2,594,000 | $ 8,019,000 | $ 27,569,000 | |||||||
Treasury Stock, Shares, Ending Balance | 1,791,186 | 1,791,186 | 1,233,198 | ||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | |||||||||||
Share-based Payment Arrangement, Expense | $ 15,548,000 | ||||||||||
Board of Directors Chairman [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 2,500,000 | ||||||||||
Share-based Payment Arrangement, Expense | $ 6,468,000 | ||||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 47,500 | ||||||||||
Share-based Payment Arrangement, Expense | $ 1,250,000 | 0 | $ 3,353,000 | 243,000 | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 2,339,000 | $ 2,339,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 4,960,498 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,119,628 | ||||||||||
Share-based Payment Arrangement, Expense | $ 1,562,000 | $ 2,675,000 | $ 4,733,000 | $ 27,871,000 | |||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Weighted Average Grant Date Fair Value. | [1] | $ 4.75 | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued in Period | 627,752 | 112,582 | [1] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,490,913 | ||||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding | 2,797,335 | 2,797,335 | |||||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 14,668,000 | $ 14,668,000 | |||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 182 days | ||||||||||
Restricted Stock Units (RSUs) [Member] | Marlin Capital Investments, LLC [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 500,000 | ||||||||||
Share-based Payment Arrangement, Accelerated Cost | $ 906,000,000 | ||||||||||
Restricted Stock Units (RSUs) [Member] | Board of Directors Chairman [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 2,500,000 | ||||||||||
Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 150,000 | ||||||||||
Spinoff Grants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 740,334 | ||||||||||
Spinoff Grants [Member] | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 304,000 | ||||||||||
Share-based Payment Arrangement, Expense | $ 881,000 | ||||||||||
Transaction Grants [Member] | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | |||||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Weighted Average Grant Date Fair Value. | $ 2,041,000 | ||||||||||
Sharebased Compensation Award, Deferred Delivery Period | 3 years | ||||||||||
Spinoff Transaction Costs, Non Cash, Share Based Compensation | $ 5,409,000 | ||||||||||
The 2015 Stock Incentive Plan and 2018 Stock Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 21,178,330 | 21,178,330 | |||||||||
The 2018 Stock Incentive Plan [Member] | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,614,784 | 3,614,784 | |||||||||
The 2018 Stock Incentive Plan [Member] | Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.81 | ||||||||||
The 2018 Stock Incentive Plan [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.86 | ||||||||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 125.00% | ||||||||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 156.25% | ||||||||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Vesting if Stock Price is Above 125 Percent of Exercise Price For 20 Consecutive Days [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||
[1] | Vested not delivered represents vested RSUs with delivery deferred to a future time. For the nine months ended September 30, 2019, there was a net decrease of 112,582 shares included in vested not delivered as a result of the delivery of Spin-off Grants of 740,334 shares, partially offset by the net activity from vesting of RSUs with deferred delivery of 627,752 shares. As of September 30, 2019, there were 2,797,335 outstanding RSUs included in vested not delivered. |
Note 10 - Share-based Compens_4
Note 10 - Share-based Compensation - Key Assumptions (Details) | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Exercise price (in dollars per share) | $ 4.72 |
Expected volatility | 65.00% |
Dividend yield | |
Risk-free rate | 2.61% |
Minimum [Member] | |
Expected term (Year) | 1 year |
Maximum [Member] | |
Expected term (Year) | 1 year 109 days |
Note 10 - Share-based Compens_5
Note 10 - Share-based Compensation - Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Outstanding, number of options (in shares) | 112,000 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 13.98 | |
Outstanding, weighted average remaining contractual term (Year) | 9 years | 2 years 292 days |
Granted, number of options (in shares) | 2,064,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 4.72 | |
Granted, weighted average remaining contractual term (Year) | 9 years 109 days | |
Forfeited, number of options (in shares) | (56,000) | |
Forfeited, weighted average exercise price per share (in dollars per share) | $ 4.72 | |
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, aggregate intrinsic value | ||
Options exercisable, number of options (in shares) | 112,000 | |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 13.98 | |
Options exercisable, weighted average remaining contractual term (Year) | 2 years 36 days | |
Options exercisable, aggregate intrinsic value |
Note 10 - Share-based Compens_6
Note 10 - Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | Mar. 26, 2019 | Sep. 30, 2019 | ||
Unvested, number of units (in shares) | 3,831,965 | |||
Unvested, weighted average grant-date fair value (in dollars per share) | $ 7.95 | |||
Granted, number of units (in shares) | 2,119,628 | |||
Granted, weighted average grant-date fair value (in dollars per share) | $ 4.93 | |||
Vested and delivered, number of units (in shares) | (1,490,913) | |||
Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ 4 | |||
Withheld as treasury stock, number of units (in shares) | [1] | (557,988) | ||
Withheld as treasury stock, weighted average grant-date fair value (in dollars per share) | [1] | $ 4.16 | ||
Vested not delivered, number of units (in shares) | 627,752 | 112,582 | [2] | |
Vested not delivered, weighted average grant-date fair value (in dollars per share) | [2] | $ 4.75 | ||
Forfeited, number of units (in shares) | (221,047) | |||
Forfeited, weighted average grant-date fair value (in dollars per share) | $ 3.59 | |||
Unvested, number of units (in shares) | 3,794,227 | |||
Unvested, weighted average grant-date fair value (in dollars per share) | $ 7.66 | |||
[1] | As discussed in Note 9, the increase in treasury stock was due to shares withheld to cover statutory withholding taxes upon the delivery of shares following vesting of RSUs and issuance of restricted stock. As of September 30, 2019, there were 1,791,186 outstanding shares of treasury stock. | |||
[2] | Vested not delivered represents vested RSUs with delivery deferred to a future time. For the nine months ended September 30, 2019, there was a net decrease of 112,582 shares included in vested not delivered as a result of the delivery of Spin-off Grants of 740,334 shares, partially offset by the net activity from vesting of RSUs with deferred delivery of 627,752 shares. As of September 30, 2019, there were 2,797,335 outstanding RSUs included in vested not delivered. |
Note 10 - Share-based Compens_7
Note 10 - Share-based Compensation - Share-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total share-based compensation expense | $ 2,790 | $ 2,594 | $ 8,019 | $ 27,569 |
Share-based compensation capitalized in intangible assets | 67 | 364 | ||
Total share-based compensation | 2,812 | 2,675 | 8,086 | 28,114 |
Continuing Operations [Member] | ||||
Share-based compensation capitalized in intangible assets | 22 | 81 | 67 | 364 |
Continuing Operations [Member] | Selling and Marketing Expense [Member] | ||||
Total share-based compensation expense | 292 | 717 | 821 | 2,125 |
Continuing Operations [Member] | Research and Development Expense [Member] | ||||
Total share-based compensation expense | 278 | 136 | 800 | 487 |
Continuing Operations [Member] | General and Administrative Expense [Member] | ||||
Total share-based compensation expense | 2,220 | 1,741 | 6,398 | 3,835 |
Continuing Operations [Member] | Spin-off Transaction Costs [Member] | ||||
Total share-based compensation expense | 5,409 | |||
Discontinued Operations [Member] | ||||
Total share-based compensation expense | 15,713 | |||
Share-based compensation capitalized in intangible assets | $ 181 |
Note 11 - Segment Information_2
Note 11 - Segment Information (Details Textual) | 9 Months Ended |
Sep. 30, 2019 | |
Number of Operating Segments | 2 |
Number of Reporting Units | 2 |
Number of Reportable Segments | 1 |
Note 11 - Segment Information -
Note 11 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenue | $ 64,552 | $ 66,535 | $ 201,673 | $ 179,459 | |
Total (loss) income from operations | (2,744) | 6,344 | 2,526 | 7,758 | |
Interest expense, net | (1,719) | (1,882) | (5,264) | (6,209) | |
(Loss) income before income taxes from continuing operations | (4,463) | 4,462 | (2,738) | 1,549 | |
Total assets | 310,668 | 310,668 | $ 293,269 | ||
Fluent Segment [Member] | |||||
Revenue | 62,912 | 66,535 | 200,033 | 179,459 | |
Total (loss) income from operations | (2,581) | 6,344 | 2,689 | 7,758 | |
Total assets | 287,515 | 287,515 | 293,269 | ||
Other Segments [Member] | |||||
Revenue | 1,640 | 1,640 | |||
Total (loss) income from operations | (163) | (163) | |||
Total assets | 23,153 | 23,153 | |||
UNITED STATES | Fluent Segment [Member] | |||||
Revenue | 54,959 | 59,360 | 177,080 | 162,193 | |
UNITED STATES | Other Segments [Member] | |||||
Revenue | 1,339 | 1,339 | |||
Non-US [Member] | Fluent Segment [Member] | |||||
Revenue | 7,953 | 7,175 | 22,953 | 17,266 | |
Non-US [Member] | Other Segments [Member] | |||||
Revenue | $ 301 | $ 301 |
Note 12 - Related Party Trans_2
Note 12 - Related Party Transactions (Details Textual) - USD ($) | Mar. 26, 2018 | Mar. 12, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 08, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 5,157,998 | |||||||
Share-based Payment Arrangement, Accelerated Cost | $ 14,667,000 | |||||||
Repayments of Long-term Debt, Total | $ 5,851,000 | $ 72,229,000 | ||||||
Share-based Payment Arrangement, Expense | $ 2,790,000 | $ 2,594,000 | 8,019,000 | 27,569,000 | ||||
Promissory Notes [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
Debt Instrument, Face Amount | $ 10,000,000 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 4,960,498 | |||||||
Share-based Payment Arrangement, Expense | $ 1,562,000 | $ 2,675,000 | $ 4,733,000 | 27,871,000 | ||||
Marlin Capital Investments, LLC [Member] | ||||||||
Common Shares to be Received by RSU Holder | 2,000,000 | 2,000,000 | ||||||
Marlin Capital Investments, LLC [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Expense (Benefit) | (1,792,000) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 500,000 | |||||||
Share-based Payment Arrangement, Accelerated Cost | $ 906,000,000 | |||||||
Frost Gamma [Member] | Promissory Notes [Member] | ||||||||
Debt Instrument, Face Amount | 5,000,000 | |||||||
Repayments of Long-term Debt, Total | 533,000 | |||||||
Repayments of Long-term Debt Including Accrued Interest | $ 5,713,000 | |||||||
Board of Directors Chairman [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 2,500,000 | |||||||
Consultancy Services Agreement Period | 4 years | |||||||
Share-based Payment Arrangement, Noncash Expense, Total | 302,000 | |||||||
Share-based Payment Arrangement, Expense | $ 6,468,000 | |||||||
Board of Directors Chairman [Member] | Promissory Notes [Member] | ||||||||
Debt Instrument, Face Amount | 4,000,000 | |||||||
Repayments of Long-term Debt, Total | 426,000 | |||||||
Repayments of Long-term Debt Including Accrued Interest | $ 4,570,000 | |||||||
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 2,500,000 | |||||||
Investor [Member] | Promissory Notes [Member] | ||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||
Repayments of Long-term Debt, Total | $ 107,000 | |||||||
Repayments of Long-term Debt Including Accrued Interest | $ 1,143,000 |
Note 14 - Business Acquisitio_2
Note 14 - Business Acquisition (Details Textual) - USD ($) $ in Thousands | Jul. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 7,246 | |||
Long-term Debt, Total | 52,987 | $ 55,472 | ||
Promissory Notes [Member] | ||||
Long-term Debt, Total | 2,375 | |||
Asset Purchase Agreement [Member] | ||||
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 7,302 | |||
Business Acquisition, Transaction Costs | $ 448 | |||
Asset Purchase Agreement [Member] | Promissory Notes [Member] | ||||
Long-term Debt, Total | $ 2,350 |
Note 14 - Business Acquisitio_3
Note 14 - Business Acquisition - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2019 | Jul. 01, 2019 | Dec. 31, 2018 |
Goodwill | $ 164,774,000 | $ 159,791,000 | |
Asset Purchase Agreement [Member] | |||
Cash and cash equivalents | $ 56,000 | ||
Accounts receivable | 7,835,000 | ||
Prepaid expenses and other current assets | 54,000 | ||
Property and equipment, net | 138,000 | ||
Intangible assets, net | 4,700,000 | ||
Goodwill | $ 4,983,000 | 4,983,000 | |
Other non-current assets | 28,000 | ||
Accounts payable | 7,691,000 | ||
Accrued expenses and other current liabilities | 418,000 | ||
Deferred revenue | 33,000 | ||
Total assets acquired | $ 9,652,000 |
Note 14 - Business Acquisitio_4
Note 14 - Business Acquisition - Identifiable Intangible Assets Acquired (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2019 | Jul. 01, 2019 | Dec. 31, 2018 | |
Goodwill, Ending Balance | $ 164,774,000 | $ 159,791,000 | |
Asset Purchase Agreement [Member] | |||
Goodwill, Ending Balance | 4,983,000 | $ 4,983,000 | |
Intangible assets, net | 9,683,000 | ||
Asset Purchase Agreement [Member] | Trade Name and Trademarks [Member] | |||
Intangible assets, net | $ 300,000 | ||
Intangible assets, Weighted Average Amortization Period (Year) | 4 years | ||
Asset Purchase Agreement [Member] | Developed Technology Rights [Member] | |||
Intangible assets, net | $ 2,100,000 | ||
Intangible assets, Weighted Average Amortization Period (Year) | 4 years | ||
Asset Purchase Agreement [Member] | Customer Relationships [Member] | |||
Intangible assets, net | $ 2,300,000 | ||
Intangible assets, Weighted Average Amortization Period (Year) | 6 years |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) - Subsequent Event [Member] - Credit Agreement, Amendment No. 9 [Member] | Nov. 08, 2019 |
Debt Instrument, Increase in Interest Rate | 0.50% |
Leverage Ratio, Maximum Covenant | 2.5 |