Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001460329 | |
Entity Registrant Name | Fluent, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37893 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0688094 | |
Entity Address, Address Line One | 300 Vesey Street, 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10282 | |
City Area Code | 646 | |
Local Phone Number | 669-7272 | |
Title of 12(b) Security | Common Stock, $0.0005 par value per share | |
Trading Symbol | FLNT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 78,945,304 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS: | ||
Cash and cash equivalents | $ 15,615 | $ 21,087 |
Accounts receivable, net of allowance for doubtful accounts of $342 and $368, respectively | 76,568 | 62,669 |
Prepaid expenses and other current assets | 2,208 | 2,435 |
Total current assets | 94,391 | 86,191 |
Restricted cash | 1,480 | 1,480 |
Property and equipment, net | 1,641 | 2,201 |
Operating lease right-of-use assets | 7,033 | 8,284 |
Total intangible assets, net | 38,053 | 45,417 |
Goodwill | 165,088 | 165,088 |
Other non-current assets | 1,857 | 1,559 |
Total assets | 309,543 | 310,220 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Accounts payable | 16,185 | 7,692 |
Accrued expenses and other current liabilities | 28,884 | 31,568 |
Deferred revenue | 722 | 1,373 |
Current portion of long-term debt | 5,000 | 7,293 |
Current portion of operating lease liability | 2,202 | 2,291 |
Total current liabilities | 52,993 | 50,217 |
Long-term debt, net | 41,507 | 33,283 |
Operating lease liability | 5,992 | 7,290 |
Other non-current liabilities | 673 | 2,545 |
Total liabilities | 101,165 | 93,335 |
Contingencies (see Note 10) | ||
Shareholders' equity: | ||
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods | 0 | 0 |
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 83,018,418 and 80,295,141, respectively; and Shares outstanding — 78,928,638 and 76,349,274, respectively | 42 | 40 |
Treasury stock, at cost — 4,089,780 and 3,945,867 Shares, respectively | (10,718) | (9,999) |
Additional paid-in capital | 417,852 | 411,753 |
Accumulated deficit | (198,798) | (184,909) |
Total shareholders' equity | 208,378 | 216,885 |
Total liabilities and shareholders' equity | $ 309,543 | $ 310,220 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for doubtful accounts | $ 342 | $ 368 |
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 outstanding (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) | 83,018,418 | 80,295,141 |
Common stock, shares outstanding (in shares) | 78,928,638 | 76,349,274 |
Treasury stock, shares (in shares) | 4,089,780 | 3,945,867 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 85,858 | $ 78,280 | $ 229,406 | $ 228,723 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization) | 63,784 | 52,771 | 171,379 | 158,402 |
Sales and marketing | 3,034 | 2,925 | 8,995 | 8,643 |
Product development | 4,464 | 3,355 | 11,331 | 9,201 |
General and administrative | 13,279 | 12,772 | 36,505 | 33,892 |
Depreciation and amortization | 3,200 | 3,906 | 9,939 | 11,492 |
Goodwill impairment and write-off of intangible assets | 144 | 0 | 343 | 817 |
Total costs and expenses | 87,905 | 75,729 | 238,492 | 222,447 |
(Loss) income from operations | (2,047) | 2,551 | (9,086) | 6,276 |
Interest expense, net | (405) | (1,317) | (1,840) | (4,182) |
Loss on early extinguishment of debt | 0 | 0 | (2,964) | 0 |
(Loss) income before income taxes | (2,452) | 1,234 | (13,890) | 2,094 |
Income tax benefit (expense) | 0 | (65) | 1 | (65) |
Net (loss) income | $ (2,452) | $ 1,169 | $ (13,889) | $ 2,029 |
Basic and diluted (loss) income per share: | ||||
Basic (in dollars per share) | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.03 |
Diluted (in dollars per share) | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.03 |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 80,133,406 | 78,577,974 | 79,753,662 | 78,564,262 |
Diluted (in shares) | 80,133,406 | 79,172,578 | 79,753,662 | 79,214,619 |
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, 2019 | 78,642,078 | 2,768,399 | |||
Balance at Dec. 31, 2019 | $ 39 | $ (8,184) | $ 406,198 | $ (187,116) | $ 210,937 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 1,618,397 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | $ 0 | (1) | 0 | 0 |
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 0 | 210,683 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ 0 | $ (490) | 0 | 0 | (490) |
Share-based compensation | 0 | 0 | 4,968 | 0 | 4,968 |
Net (loss) income | $ 0 | $ 0 | 0 | 2,029 | 2,029 |
Exercise of warrants by certain warrant holders (see Note 7) (in shares) | 0 | 300,000 | |||
Repurchase of shares into treasury stock (in shares) | 0 | 657,673 | |||
Repurchase of shares into treasury stock | $ 0 | $ (1,300) | 0 | 0 | (1,300) |
Balance (in shares) at Sep. 30, 2020 | 80,260,475 | 3,936,755 | |||
Balance at Sep. 30, 2020 | $ 40 | $ (9,974) | 411,165 | (185,087) | 216,144 |
Balance (in shares) at Jun. 30, 2020 | 79,908,985 | 3,616,398 | |||
Balance at Jun. 30, 2020 | $ 40 | $ (9,930) | 409,961 | (186,256) | 213,815 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 51,490 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 0 | $ 0 | 0 | 0 | 0 |
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 0 | 20,357 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ 0 | $ (44) | 0 | 0 | (44) |
Share-based compensation | 0 | 0 | 1,204 | 0 | 1,204 |
Net (loss) income | $ 0 | $ 0 | 0 | 1,169 | 1,169 |
Exercise of warrants by certain warrant holders (see Note 7) (in shares) | 300,000 | 300,000 | |||
Balance (in shares) at Sep. 30, 2020 | 80,260,475 | 3,936,755 | |||
Balance at Sep. 30, 2020 | $ 40 | $ (9,974) | 411,165 | (185,087) | 216,144 |
Balance (in shares) at Dec. 31, 2020 | 80,295,141 | 3,945,867 | |||
Balance at Dec. 31, 2020 | $ 40 | $ (9,999) | 411,753 | (184,909) | 216,885 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 2,525,277 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 2 | $ 0 | 1,494 | 0 | 1,496 |
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 0 | 143,913 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ 0 | $ (719) | 0 | 0 | $ (719) |
Exercise of stock options (in shares) | 198,000 | 0 | 198,000 | ||
Exercise of stock options | $ 0 | $ 0 | 934 | 0 | $ 934 |
Share-based compensation | 0 | 0 | 3,671 | 0 | 3,671 |
Net (loss) income | $ 0 | $ 0 | 0 | (13,889) | (13,889) |
Balance (in shares) at Sep. 30, 2021 | 83,018,418 | 4,089,780 | |||
Balance at Sep. 30, 2021 | $ 42 | $ (10,718) | 417,852 | (198,798) | 208,378 |
Balance (in shares) at Jun. 30, 2021 | 82,440,259 | 4,068,832 | |||
Balance at Jun. 30, 2021 | $ 41 | $ (10,666) | 415,325 | (196,346) | 208,354 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 578,159 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | $ 0 | 1,359 | 0 | 1,360 |
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 0 | 20,948 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ 0 | $ (52) | 0 | 0 | (52) |
Exercise of stock options (in shares) | 0 | 0 | |||
Exercise of stock options | $ 0 | $ 0 | 0 | 0 | 0 |
Share-based compensation | 0 | 0 | 1,168 | 0 | 1,168 |
Net (loss) income | $ 0 | $ 0 | 0 | (2,452) | (2,452) |
Balance (in shares) at Sep. 30, 2021 | 83,018,418 | 4,089,780 | |||
Balance at Sep. 30, 2021 | $ 42 | $ (10,718) | $ 417,852 | $ (198,798) | $ 208,378 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (13,889) | $ 2,029 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 9,939 | 11,492 |
Non-cash loan amortization expense | 361 | 1,092 |
Share-based compensation expense | 3,577 | 4,848 |
Non-cash loss on early extinguishment of debt | 2,198 | 0 |
Non-cash accrued compensation expense for Put/Call Consideration | 3,213 | 1,184 |
Non-cash termination of Put/Call Consideration | (629) | 0 |
Goodwill impairment | 0 | 817 |
Write-off of intangible assets | 343 | 0 |
Provision for bad debt | 113 | 174 |
Provision for income taxes | 0 | 65 |
Changes in assets and liabilities, net of business acquisition: | ||
Accounts receivable | (14,012) | 1,363 |
Prepaid expenses and other current assets | 227 | (957) |
Other non-current assets | (298) | (859) |
Operating lease assets and liabilities, net | (136) | (119) |
Accounts payable | 8,493 | (14,096) |
Accrued expenses and other current liabilities | (5,685) | 4,622 |
Deferred revenue | (651) | 1,300 |
Other | (96) | (94) |
Net cash (used in) provided by operating activities | (6,932) | 12,861 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalized costs included in intangible assets | (2,237) | (1,943) |
Business acquisition, net of cash acquired | 0 | (1,426) |
Acquisition of property and equipment | (26) | (62) |
Net cash used in investing activities | (2,263) | (3,431) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of long-term debt, net of debt financing costs | 49,624 | 0 |
Repayments of long-term debt | (45,486) | (10,925) |
Exercise of stock options | 934 | 0 |
Prepayment penalty on debt extinguishment | (766) | 0 |
Taxes paid related to net share settlement of vesting of restricted stock units | (719) | (490) |
Proceeds from the issuance of stock | 136 | 0 |
Repurchase of treasury stock | 0 | (1,300) |
Net cash provided by (used in) financing activities | 3,723 | (12,715) |
Net decrease in cash, cash equivalents and restricted cash | (5,472) | (3,285) |
Cash, cash equivalents and restricted cash at beginning of period | 22,567 | 20,159 |
Cash, cash equivalents and restricted cash at end of period | 17,095 | 16,874 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 1,413 | 2,978 |
Cash paid for income taxes | 356 | 300 |
Share-based compensation capitalized in intangible assets | $ 94 | $ 120 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 1. (a) Basis of preparation 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, 2021 From time to time, the Company may may April 1, 2020 August 31, 2021, 11 Business acquisition 12 Variable Interest Entity September 1, 2021, The information included in this quarterly report on Form 10 10 December 31, 2020 2020 10 March 16, 2021. December 31, 2020 2020 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. (b) Recently issued and adopted accounting standards In January 2016, No. 2016 13, Financial Instruments—Credit Losses, The new guidance is effective for annual and interim periods beginning after December 15, 2022 , and early adoption is permitted. In March 2020, 2020 04, Reference Rate Reform (Topic 848 March 12, 2020 December 31, 2022. On January 1, 2021, 2019 12, Simplifying the Accounting for Income Taxes annual and interim periods beginning December 15, 2020.The 2019 12 January 1, 2021 not (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, (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, (c) verify user interest or transfer calls to advertiser clients as a part of the contact center operation, or (d) deliver media spend as a part of the AdParlor business. 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, 2021 December 31, 2020 December 31, 2020 first 2021 When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of September 30, 2021 December 31, 2020 not (d) Use of estimates The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, purchase accounting, put/call consideration, consolidation of variable interest entity, accruals for contingencies and allowance for deferred tax assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Note 2 - (Loss) Income Per Shar
Note 2 - (Loss) Income Per Share | 9 Months Ended |
Sep. 30, 2021 | |
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 nine September 30, 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net (loss) income $ (2,452 ) $ 1,169 $ (13,889 ) $ 2,029 Denominator: Weighted average shares outstanding 78,441,740 76,315,973 77,866,621 76,111,405 Weighted average restricted shares vested not delivered 1,691,666 2,262,001 1,887,041 2,452,857 Total basic weighted average shares outstanding 80,133,406 78,577,974 79,753,662 78,564,262 Dilutive effect of assumed conversion of restricted stock units — 594,604 — 650,357 Total diluted weighted average shares outstanding 80,133,406 79,172,578 79,753,662 79,214,619 Basic and diluted (loss) income per share: Basic $ (0.03 ) $ 0.01 $ (0.17 ) $ 0.03 Diluted $ (0.03 ) $ 0.01 $ (0.17 ) $ 0.03 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, 2021 2020 2021 2020 Restricted stock units 2,814,788 1,589,498 2,814,788 1,639,561 Stock options 2,204,000 2,509,000 2,204,000 2,509,000 Warrants 833,333 833,333 833,333 833,333 Total anti-dilutive securities 5,852,121 4,931,831 5,852,121 4,981,894 |
Note 3 - Intangible Assets, Net
Note 3 - Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 3. Intangible assets, net, other than goodwill, consist of the following: Amortization period (in years) September 30, 2021 December 31, 2020 Gross amount: Software developed for internal use 3 $ 8,963 $ 7,376 Acquired proprietary technology 3- 5 14,845 14,788 Customer relationships 5- 10 37,885 37,886 Trade names 4- 20 16,657 16,657 Domain names 20 191 191 Databases 5- 10 31,292 31,292 Non-competition agreements 2- 5 1,768 1,768 Total gross amount 111,601 109,958 Accumulated amortization: Software developed for internal use (4,811 ) (3,551 ) Acquired proprietary technology (13,169 ) (12,474 ) Customer relationships (28,626 ) (24,657 ) Trade names (4,922 ) (4,252 ) Domain names (55 ) (48 ) Databases (20,197 ) (17,791 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (73,548 ) (64,541 ) Net intangible assets: Software developed for internal use 4,152 3,825 Acquired proprietary technology 1,676 2,314 Customer relationships 9,259 13,229 Trade names 11,735 12,405 Domain names 136 143 Databases 11,095 13,501 Total intangible assets, net $ 38,053 $ 45,417 The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, databases and non-competition agreements primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective December 8, 2015 ( the acquisition of Q Interactive, LLC, effective June 8, 2016 ( , effective July 1, 2019 ( April 1, 2020 ( 11 , Business acquisition no 11 , Business acquisition During the three March 31, 2021, March 31, 2021, not three June 30, 2021 September 30, 2021 no Amortization expense of $3,006 and $3,711 for the three September 30, 2021 2020 nine September 30, 2021 2020 September 30, 2021 not not As of September 30, 2021 2021 2026 Year September 30, 2021 Remainder of 2021 $ 3,027 2022 11,843 2023 6,104 2024 4,618 2025 4,024 2026 and thereafter 8,437 Total $ 38,053 |
Note 4 - Goodwill
Note 4 - Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 4. Goodwill represents the cost in excess of fair value of net assets acquired in a business combination. As of September 30, 2021 , the total balance of goodwill was $165,088, and relates to the acquisition of Interactive Data, LLC, the Fluent LLC Acquisition, the Q Interactive Acquisition, the AdParlor Acquisition, and the Initial Winopoly Acquisition (see Note 11 , Business acquisition no 11 , Business acquisition In accordance with ASC 350, Intangibles - Goodwill and Other, may not not October 1. During the three March 31, 2021, March 31, 2021, not The Company completed its quarterly triggering event assessments for the three June 30, 2021 September 30, 2021 no |
Note 5 - Long-term Debt, Net
Note 5 - Long-term Debt, Net | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. Long-term debt, net, related to the Refinanced Term Loan, the New Credit Facility Term Loan, and Note Payable (each as defined below) consisted of the following: September 30, 2021 December 31, 2020 Refinanced Term Loan due 2023 (less unamortized discount and financing costs of $0 $2,386 $ — $ 39,350 New Credit Facility Term Loan due 2026 (less unamortized discount and financing costs of $993 $0 46,507 — Note Payable due 2021 (less unamortized discount of $0 $24 — 1,226 Long-term debt, net 46,507 40,576 Less: Current portion of long-term debt (5,000 ) (7,293 ) Long-term debt, net (non-current) $ 41,507 $ 33,283 Refinanced Term Loan On March 31, 2021, December 8, 2015 March 26, 2023 ( New Credit Facility On March 31, 2021, The proceeds of the Term Loan were used to repay all outstanding amounts under the Refinanced Term Loan, including transaction fees and expenses, and for working capital and other general corporate purposes. Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin, plus, at the Company's option, either a base rate or a LIBOR rate (subject to a floor of 0.25%). The applicable margin is between 0.75% and 1.75% for base rate borrowings and 1.75% and 2.75% for LIBOR rate borrowings, depending upon the Company's consolidated leverage ratio. The opening interest rate of the New Credit Facility is 2.50% (LIBOR + 2.25%). Borrowings under the Credit Agreement are secured by substantially all of the assets of Fluent, LLC and, subject to certain exclusions, each of its existing and future U.S. subsidiaries. Such assets include, subject to certain limitations, the equity interests of each of the existing and future direct and indirect U.S. subsidiaries of Fluent, LLC. The Credit Agreement contains negative covenants that, among other things, limit Fluent, LLC's ability to: incur indebtedness; grant liens on its assets; enter into certain investments; consummate fundamental change transactions; engage in mergers or acquisitions or dispose of assets; enter into certain transactions with affiliates; make changes to its fiscal year; enter into certain restrictive agreements; and make certain restricted payments (including for dividends and stock repurchases, which are generally prohibited except in a few circumstances and/or up to specified amounts). Each of these limitations are subject to various conditions. The Credit Agreement matures on March 31, 2026 June 30, 2021. September 30, 2021 Note Payable On July 1, 2019, , not two first second first July 1, 2020, second July 1, 2021, Maturities As of September 30, 2021 Year September 30, 2021 Remainder of 2021 $ 1,250 2022 5,000 2023 5,000 2024 5,000 2025 5,000 2026 26,250 Total maturities $ 47,500 Fair value As of September 30, 2021 2 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 6. 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, 2021 December 31, 2020 may For the nine September 30, 2021 2020 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 as of the reporting dates. For those tax positions where it is more-likely-than- not 50% not not no As of September 30, 2021 December 31, 2020 no September 30, 2021 not The Company does not twelve |
Note 7 - Common Stock, Treasury
Note 7 - Common Stock, Treasury Stock and Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Common stock As of September 30, 2021 December 31, 2020 For the nine September 30, 2021 Treasury stock As of September 30, 2021 December 31, 2020 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, 2021 8 Share-based compensation. Warrants As of September 30, 2021 December 31, 2020 On July 9, 2018 November 2017, not 300,000 January 1, 2019 December 15, 2019. December 6, 2019, December 15, 2019 January 31, 2020. January 31, 2020, |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 8. As of September 30, 2021 two 2015 2018 "2018 September 30, 2021 2018 Stock options The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company executives, which were issued on February 1, 2019, December 20, 2019, March 1, 2020 March 1, 2021 2018 twenty twenty no first September 30, 2021 first February 1, 2019, December 20, 2019 March 1, 2020 second December 20, 2019 March 1, 2020 fifth Issuance Date February 1, 2019 December 20, 2019 March 1, 2020 March 1, 2021 Fair value lower range $ 2.81 $ 1.58 $ 1.46 $ 4.34 Fair value higher range $ 2.86 $ 1.61 $ 1.49 $ 4.43 Exercise price $ 4.72 $ 2.56 $ 2.33 $ 6.33 Expected term (in years) 1.0 - 1.3 1.0 - 1.6 1.0 - 1.5 1.0 - 1.3 Expected volatility 65 % 70 % 70 % 80 % Dividend yield — % — % — % — % Risk-free rate 2.61 % 1.85 % 1.05 % 1.18 % For the nine September 30, 2021 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2020 2,294,000 $ 4.34 8.0 $ 2,256 Granted 108,000 $ 6.33 9.7 — Exercised (198,000 ) Outstanding as of September 30, 2021 2,204,000 $ 4.41 7.4 $ — Options exercisable as of September 30, 2021 1,307,000 $ 4.06 7.2 $ — 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 nine September 30, 2021 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2020 1,225,000 $ 3.93 8.4 Granted 108,000 $ 6.33 9.7 Vested (436,000 ) Unvested as of September 30, 2021 897,000 $ 4.91 7.6 Compensation expense recognized for stock options of $105 and $73 for the three September 30, 2021 2020 nine September 30, 2021 2020 September 30, 2021 Restricted stock units and restricted stock For the nine September 30, 2021 Number of units Weighted average grant-date fair value Unvested as of December 31, 2020 3,377,097 $ 7.09 Granted 1,684,061 $ 4.67 Vested and delivered (2,381,364 ) $ 2.93 Withheld as treasury stock (1) (143,913 ) $ 4.71 Vested not delivered (2) 570,335 $ 2.70 Forfeited (291,428 ) $ 4.57 Unvested as of September 30, 2021 2,814,788 $ 8.64 ( 1 As discussed in Note 7 Common stock, treasury stock and warrants, September 30, 2021 ( 2 Vested not nine September 30, 2021 not September 30, 2021 not Compensation expense recognized for RSUs and restricted stock of $1,063 and $1,131 for the three September 30, 2021 2020 nine September 30, 2021 2020 As of September 30, 2021 For the three nine September 30, 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sales and marketing $ 188 $ 172 $ 560 $ 659 Product development 167 291 668 814 General and administrative 790 707 2,349 3,375 Share-based compensation expense 1,145 1,170 3,577 4,848 Capitalized in intangible assets 23 34 94 120 Total share-based compensation $ 1,168 $ 1,204 $ 3,671 $ 4,968 On May 13, 2021, 2018 |
Note 9 - Segment Information
Note 9 - Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 9. 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 EBITDA. As of September 30, 2021 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, 2021 2020 2021 2020 Fluent segment revenue: United States $ 62,533 $ 63,894 $ 180,091 $ 189,507 International 20,058 12,832 40,041 35,178 Fluent segment revenue $ 82,591 $ 76,726 $ 220,132 $ 224,685 All Other segment revenue: United States $ 3,259 $ 1,548 $ 9,194 $ 3,745 International 8 6 80 293 All Other segment revenue $ 3,267 $ 1,554 $ 9,274 $ 4,038 Segment EBITDA Fluent segment EBITDA $ 684 $ 6,862 $ 512 $ 19,560 All Other segment EBITDA 469 (405 ) 341 (1,792 ) Total EBITDA 1,153 6,457 853 17,768 Depreciation and amortization 3,200 3,906 9,939 11,492 Total (loss) income from operations $ (2,047 ) $ 2,551 $ (9,086 ) $ 6,276 September 30, December 31, 2021 2020 Total assets: Fluent $ 288,015 $ 292,616 All Other 21,528 17,604 Total assets $ 309,543 $ 310,220 |
Note 10 - Contingencies
Note 10 - Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 10. 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. May 6, 2021, June 30, 2021. On December 13, 2018, March 12, 2020, On June 27, 2019, two December 1, 2010 November 30, 2019, January 14 15, 2020, March 4, 2020. July 22 31, 2020, October 16, 2020, June 21, 2021, not may On January 28, 2020, 15 §45 16 310, not On October 6, 2020, 73 201 1 et seq. 73 2241 et. seq. 16 310 et seq. not |
Note 11 - Business Acquisition
Note 11 - Business Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 11. Winopoly acquisition On April 1, 2020, eighteen first 2021, May 17, 2021, not third 805, . On April 1, 2020, five three not In connection with the Initial Winopoly Acquisition, at any time between the fourth sixth 50% 50% 4.0 x twelve five six On September 1, 2021, January 31, 2022, first second 2018 nine September 30, 2021, Although the sellers maintained an equity interest in Winopoly through August 31, 2021, third no six four two three nine September 30, 2021 three nine September 30, 2020 |
Note 12 - Variable Interest Ent
Note 12 - Variable Interest Entity | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Variable Interest Entity Disclosure [Text Block] | 12. The Company determined that, following the Initial Winopoly Acquisition, Winopoly qualified as a VIE for which the Company was a primary beneficiary (as discussed in Note 11 Business acquisition The Company's conclusion that Winopoly was a VIE, and the Company was its primary beneficiary, derived from contractual arrangements that provided the Company with control over certain activities that most significantly impacted its economic performance. These significant activities included the compliance practices of Winopoly and the Company's provisions of leads that Winopoly used to generate its revenue, which ultimately gave the Company its controlling interest. The Company therefore consolidated Winopoly in its consolidated financial statements from the inception of the Initial Winopoly Acquisition, inclusive of deemed compensation expense to the sellers for services rendered. On September 1, 2021, 3 Intangible assets, net 4 Goodwill 11 Business acquisition). |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 13. During the three nine September 30, 2021 September 30, 2021 December 31, 2020, three nine September 30, 2021 three nine September 30, 2020, June 30, 2021. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | (a) Basis of preparation 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, 2021 From time to time, the Company may may April 1, 2020 August 31, 2021, 11 Business acquisition 12 Variable Interest Entity September 1, 2021, The information included in this quarterly report on Form 10 10 December 31, 2020 2020 10 March 16, 2021. December 31, 2020 2020 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | (b) Recently issued and adopted accounting standards In January 2016, No. 2016 13, Financial Instruments—Credit Losses, The new guidance is effective for annual and interim periods beginning after December 15, 2022 , and early adoption is permitted. In March 2020, 2020 04, Reference Rate Reform (Topic 848 March 12, 2020 December 31, 2022. On January 1, 2021, 2019 12, Simplifying the Accounting for Income Taxes annual and interim periods beginning December 15, 2020.The 2019 12 January 1, 2021 not |
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, (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, (c) verify user interest or transfer calls to advertiser clients as a part of the contact center operation, or (d) deliver media spend as a part of the AdParlor business. 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, 2021 December 31, 2020 December 31, 2020 first 2021 When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of September 30, 2021 December 31, 2020 not |
Use of Estimates, Policy [Policy Text Block] | (d) Use of estimates The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, purchase accounting, put/call consideration, consolidation of variable interest entity, accruals for contingencies and allowance for deferred tax assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Note 2 - (Loss) Income Per Sh_2
Note 2 - (Loss) Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net (loss) income $ (2,452 ) $ 1,169 $ (13,889 ) $ 2,029 Denominator: Weighted average shares outstanding 78,441,740 76,315,973 77,866,621 76,111,405 Weighted average restricted shares vested not delivered 1,691,666 2,262,001 1,887,041 2,452,857 Total basic weighted average shares outstanding 80,133,406 78,577,974 79,753,662 78,564,262 Dilutive effect of assumed conversion of restricted stock units — 594,604 — 650,357 Total diluted weighted average shares outstanding 80,133,406 79,172,578 79,753,662 79,214,619 Basic and diluted (loss) income per share: Basic $ (0.03 ) $ 0.01 $ (0.17 ) $ 0.03 Diluted $ (0.03 ) $ 0.01 $ (0.17 ) $ 0.03 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Restricted stock units 2,814,788 1,589,498 2,814,788 1,639,561 Stock options 2,204,000 2,509,000 2,204,000 2,509,000 Warrants 833,333 833,333 833,333 833,333 Total anti-dilutive securities 5,852,121 4,931,831 5,852,121 4,981,894 |
Note 3 - Intangible Assets, N_2
Note 3 - Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortization period (in years) September 30, 2021 December 31, 2020 Gross amount: Software developed for internal use 3 $ 8,963 $ 7,376 Acquired proprietary technology 3- 5 14,845 14,788 Customer relationships 5- 10 37,885 37,886 Trade names 4- 20 16,657 16,657 Domain names 20 191 191 Databases 5- 10 31,292 31,292 Non-competition agreements 2- 5 1,768 1,768 Total gross amount 111,601 109,958 Accumulated amortization: Software developed for internal use (4,811 ) (3,551 ) Acquired proprietary technology (13,169 ) (12,474 ) Customer relationships (28,626 ) (24,657 ) Trade names (4,922 ) (4,252 ) Domain names (55 ) (48 ) Databases (20,197 ) (17,791 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (73,548 ) (64,541 ) Net intangible assets: Software developed for internal use 4,152 3,825 Acquired proprietary technology 1,676 2,314 Customer relationships 9,259 13,229 Trade names 11,735 12,405 Domain names 136 143 Databases 11,095 13,501 Total intangible assets, net $ 38,053 $ 45,417 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year September 30, 2021 Remainder of 2021 $ 3,027 2022 11,843 2023 6,104 2024 4,618 2025 4,024 2026 and thereafter 8,437 Total $ 38,053 |
Note 5 - Long-term Debt, Net (T
Note 5 - Long-term Debt, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2021 December 31, 2020 Refinanced Term Loan due 2023 (less unamortized discount and financing costs of $0 $2,386 $ — $ 39,350 New Credit Facility Term Loan due 2026 (less unamortized discount and financing costs of $993 $0 46,507 — Note Payable due 2021 (less unamortized discount of $0 $24 — 1,226 Long-term debt, net 46,507 40,576 Less: Current portion of long-term debt (5,000 ) (7,293 ) Long-term debt, net (non-current) $ 41,507 $ 33,283 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year September 30, 2021 Remainder of 2021 $ 1,250 2022 5,000 2023 5,000 2024 5,000 2025 5,000 2026 26,250 Total maturities $ 47,500 |
Note 8 - Share-based Compensa_2
Note 8 - Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Issuance Date February 1, 2019 December 20, 2019 March 1, 2020 March 1, 2021 Fair value lower range $ 2.81 $ 1.58 $ 1.46 $ 4.34 Fair value higher range $ 2.86 $ 1.61 $ 1.49 $ 4.43 Exercise price $ 4.72 $ 2.56 $ 2.33 $ 6.33 Expected term (in years) 1.0 - 1.3 1.0 - 1.6 1.0 - 1.5 1.0 - 1.3 Expected volatility 65 % 70 % 70 % 80 % Dividend yield — % — % — % — % Risk-free rate 2.61 % 1.85 % 1.05 % 1.18 % |
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, 2020 2,294,000 $ 4.34 8.0 $ 2,256 Granted 108,000 $ 6.33 9.7 — Exercised (198,000 ) Outstanding as of September 30, 2021 2,204,000 $ 4.41 7.4 $ — Options exercisable as of September 30, 2021 1,307,000 $ 4.06 7.2 $ — |
Schedule of Nonvested Share Activity [Table Text Block] | Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2020 1,225,000 $ 3.93 8.4 Granted 108,000 $ 6.33 9.7 Vested (436,000 ) Unvested as of September 30, 2021 897,000 $ 4.91 7.6 |
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, 2020 3,377,097 $ 7.09 Granted 1,684,061 $ 4.67 Vested and delivered (2,381,364 ) $ 2.93 Withheld as treasury stock (1) (143,913 ) $ 4.71 Vested not delivered (2) 570,335 $ 2.70 Forfeited (291,428 ) $ 4.57 Unvested as of September 30, 2021 2,814,788 $ 8.64 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Sales and marketing $ 188 $ 172 $ 560 $ 659 Product development 167 291 668 814 General and administrative 790 707 2,349 3,375 Share-based compensation expense 1,145 1,170 3,577 4,848 Capitalized in intangible assets 23 34 94 120 Total share-based compensation $ 1,168 $ 1,204 $ 3,671 $ 4,968 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fluent segment revenue: United States $ 62,533 $ 63,894 $ 180,091 $ 189,507 International 20,058 12,832 40,041 35,178 Fluent segment revenue $ 82,591 $ 76,726 $ 220,132 $ 224,685 All Other segment revenue: United States $ 3,259 $ 1,548 $ 9,194 $ 3,745 International 8 6 80 293 All Other segment revenue $ 3,267 $ 1,554 $ 9,274 $ 4,038 Segment EBITDA Fluent segment EBITDA $ 684 $ 6,862 $ 512 $ 19,560 All Other segment EBITDA 469 (405 ) 341 (1,792 ) Total EBITDA 1,153 6,457 853 17,768 Depreciation and amortization 3,200 3,906 9,939 11,492 Total (loss) income from operations $ (2,047 ) $ 2,551 $ (9,086 ) $ 6,276 September 30, December 31, 2021 2020 Total assets: Fluent $ 288,015 $ 292,616 All Other 21,528 17,604 Total assets $ 309,543 $ 310,220 |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Contract with Customer, Liability, Current | $ 722 | $ 1,373 |
Unbilled Receivables, Current | $ 27,692 | $ 28,337 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net (loss) income | $ (2,452) | $ 1,169 | $ (13,889) | $ 2,029 |
Weighted average shares outstanding (in shares) | 78,441,740 | 76,315,973 | 77,866,621 | 76,111,405 |
Weighted average restricted shares vested not delivered (in shares) | 1,691,666 | 2,262,001 | 1,887,041 | 2,452,857 |
Total basic weighted average shares outstanding (in shares) | 80,133,406 | 78,577,974 | 79,753,662 | 78,564,262 |
Total diluted weighted average shares outstanding (in shares) | 80,133,406 | 79,172,578 | 79,753,662 | 79,214,619 |
Basic (in dollars per share) | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.03 |
Diluted (in dollars per share) | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.03 |
Restricted Stock Units (RSUs) [Member] | ||||
Dilutive effect of assumed conversion of share-based payment arrangement (in shares) | 0 | 594,604 | 0 | 650,357 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total anti-dilutive securities (in shares) | 5,852,121 | 4,931,831 | 5,852,121 | 4,981,894 |
Restricted Stock Units (RSUs) [Member] | ||||
Total anti-dilutive securities (in shares) | 2,814,788 | 1,589,498 | 2,814,788 | 1,639,561 |
Share-based Payment Arrangement, Option [Member] | ||||
Total anti-dilutive securities (in shares) | 2,204,000 | 2,509,000 | 2,204,000 | 2,509,000 |
Warrant [Member] | ||||
Total anti-dilutive securities (in shares) | 833,333 | 833,333 | 833,333 | 833,333 |
Note 3 - Intangible Assets, N_3
Note 3 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 01, 2020 | Apr. 01, 2020 | |
Amortization of Intangible Assets, Total | $ 3,006 | $ 3,711 | $ 9,352 | $ 10,917 | |||
Finite-Lived Intangible Assets, Gross, Total | 111,601 | 111,601 | $ 109,958 | ||||
Software Developed for Internal Use, Not Commenced Amortization [Member] | |||||||
Finite-Lived Intangible Assets, Gross, Total | $ 592 | $ 592 | |||||
Winopoly, LLC [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, including Subsequent Acquisition, Percentage, Total | 100.00% |
Note 3 - Intangible Assets, N_4
Note 3 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Total gross amount | $ 111,601 | $ 109,958 |
Total accumulated amortization | (73,548) | (64,541) |
Total intangible assets, net | $ 38,053 | 45,417 |
Computer Software, Intangible Asset [Member] | ||
Amortization period (Year) | 3 years | |
Total gross amount | $ 8,963 | 7,376 |
Total accumulated amortization | (4,811) | (3,551) |
Total intangible assets, net | 4,152 | 3,825 |
Acquired Proprietary Technology [Member] | ||
Total gross amount | 14,845 | 14,788 |
Total accumulated amortization | (13,169) | (12,474) |
Total intangible assets, net | $ 1,676 | 2,314 |
Acquired Proprietary Technology [Member] | Minimum [Member] | ||
Amortization period (Year) | 3 years | |
Customer Relationships [Member] | ||
Total gross amount | $ 37,885 | 37,886 |
Total accumulated amortization | (28,626) | (24,657) |
Total intangible assets, net | $ 9,259 | 13,229 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Trade Names [Member] | ||
Total gross amount | $ 16,657 | 16,657 |
Total accumulated amortization | (4,922) | (4,252) |
Total intangible assets, net | $ 11,735 | 12,405 |
Trade Names [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Internet Domain Names [Member] | ||
Amortization period (Year) | 20 years | |
Total gross amount | $ 191 | 191 |
Total accumulated amortization | (55) | (48) |
Total intangible assets, net | 136 | 143 |
Database Rights [Member] | ||
Total gross amount | 31,292 | 31,292 |
Total accumulated amortization | (20,197) | (17,791) |
Total intangible assets, net | $ 11,095 | 13,501 |
Database Rights [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Noncompete Agreements [Member] | ||
Total gross amount | $ 1,768 | 1,768 |
Total accumulated amortization | $ (1,768) | $ (1,768) |
Noncompete Agreements [Member] | Minimum [Member] | ||
Amortization period (Year) | 2 years |
Note 3 - Intangible Assets, N_5
Note 3 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Remainder of 2021 | $ 3,027 | |
2022 | 11,843 | |
2023 | 6,104 | |
2024 | 4,618 | |
2025 | 4,024 | |
2026 and thereafter | 8,437 | |
Total | $ 38,053 | $ 45,417 |
Note 4 - Goodwill (Details Text
Note 4 - Goodwill (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 01, 2020 | Apr. 01, 2020 |
Goodwill, Ending Balance | $ 165,088 | $ 165,088 | |||
All Other Reporting Unit [Member] | |||||
Goodwill, Ending Balance | $ 160,922 | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 17.00% | ||||
Fluent [Member] | |||||
Goodwill Impairment Test, Discount Rate | 14.50% | ||||
Winopoly, LLC [Member] | |||||
Goodwill, Ending Balance | $ 1,131 | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, including Subsequent Acquisition, Percentage, Total | 100.00% |
Note 5 - Long-term Debt, Net (D
Note 5 - Long-term Debt, Net (Details Textual) - USD ($) $ in Thousands | Jul. 01, 2021 | Mar. 31, 2021 | Jul. 01, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 01, 2019 |
Gain (Loss) on Extinguishment of Debt, Total | $ 0 | $ 0 | $ (2,964) | $ 0 | |||||||
Long-term Debt, Total | 46,507 | 46,507 | $ 40,576 | ||||||||
Repayments of Long-term Debt, Total | 45,486 | $ 10,925 | |||||||||
The Credit Agreement [Member] | |||||||||||
Debt Instrument, LIBOR Floor | 0.25% | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | 2.50% | |||||||||
The Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||||
The Credit Agreement [Member] | Minimum [Member] | Base Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||||
The Credit Agreement [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||
The Credit Agreement [Member] | Maximum [Member] | Base Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||
The Credit Agreement [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||||||
The Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | $ 15,000 | |||||||||
Promissory Notes [Member] | |||||||||||
Long-term Debt, Total | 0 | 0 | 1,226 | ||||||||
Debt Instrument, Unamortized Discount, Total | 0 | 0 | 24 | ||||||||
Promissory Notes [Member] | Asset Purchase Agreement [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.28% | ||||||||||
Long-term Debt, Total | $ 2,350 | ||||||||||
Debt Instrument, Unamortized Discount, Total | $ 150 | ||||||||||
Repayments of Long-term Debt, Total | $ 1,250 | $ 1,250 | |||||||||
The Refinanced Term Loan [Member] | |||||||||||
Extinguishment of Debt, Amount | 38,318 | ||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (2,964) | ||||||||||
New Credit Facility Term Loan [Member] | The Credit Agreement [Member] | |||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||
Debt Instrument, Quarterly Principal Amortization | $ 1,250 | ||||||||||
Long-term Debt, Total | 46,507 | 46,507 | 0 | ||||||||
Debt Instrument, Unamortized Discount, Total | $ 993 | $ 993 | $ 0 |
Note 5 - Long-term Debt, Net -
Note 5 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long-term debt | $ 46,507 | $ 40,576 |
Less: Current portion of long-term debt | (5,000) | (7,293) |
Long-term debt, net (non-current) | 41,507 | 33,283 |
Refinanced Term Loan [Member] | ||
Long-term debt | 0 | 39,350 |
The Credit Agreement [Member] | New Credit Facility Term Loan [Member] | ||
Long-term debt | 46,507 | 0 |
Promissory Notes [Member] | ||
Long-term debt | $ 0 | $ 1,226 |
Note 5 - Long-term Debt, Net _2
Note 5 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Refinanced Term Loan [Member] | ||
Long-term debt, unamortized discount | $ 0 | $ 2,386 |
The Credit Agreement [Member] | New Credit Facility Term Loan [Member] | ||
Long-term debt, unamortized discount | 993 | 0 |
Promissory Notes [Member] | ||
Long-term debt, unamortized discount | $ 0 | $ 24 |
Note 5 - Long-term Debt, Net _3
Note 5 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Remainder of 2021 | $ 1,250 |
2022 | 5,000 |
2023 | 5,000 |
2024 | 5,000 |
2025 | 5,000 |
2026 | 26,250 |
Total maturities | $ 47,500 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Unrecognized Tax Benefits, Ending Balance | $ 1,480 | $ 1,480 |
Note 7 - Common Stock, Treasu_2
Note 7 - Common Stock, Treasury Stock and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 31, 2020 | Nov. 30, 2017 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 09, 2018 |
Common Stock, Shares, Issued, Total (in shares) | 83,018,418 | 80,295,141 | |||
Treasury Stock, Shares, Ending Balance (in shares) | 4,089,780 | 3,945,867 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 2,525,277 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 198,000 | ||||
Treasury Stock, Value, Ending Balance | $ 10,718 | $ 9,999 | |||
Class of Warrant or Right, Outstanding (in shares) | 833,333 | 833,333 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0005 | $ 0.0005 | |||
Warrant Repurchased During Period, Shares (in shares) | 300,000 | ||||
Payments for Repurchase of Warrants | $ 1,150 | ||||
Whitehorse Finance, Inc. [Member] | |||||
Stock Issued During Period, Warrants Exercise, Shares (in shares) | 300,000 | ||||
Amended Whitehorse Warrants [Member] | |||||
Class of Warrant or Right, Put Price (in dollars per share) | $ 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 (in dollars per share) | $ 3 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 46,667 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0005 | ||||
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 (in shares) | 66,666 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 3 | ||||
Amended Whitehorse Warrants [Member] | Whitehorse Finance, Inc. [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 186,667 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 3 | ||||
Minimum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.75 | 3.75 | |||
Maximum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | ||||
Former Executive [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 198,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 143,913 | ||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 143,913 |
Note 8 - Share-based Compensa_3
Note 8 - Share-based Compensation (Details Textual) - USD ($) | Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 13, 2021 | Dec. 31, 2020 |
Share-based Payment Arrangement, Expense | $ 1,145,000 | $ 1,170,000 | $ 3,577,000 | $ 4,848,000 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 8,716 | $ 8,716 | ||||||||
Treasury Stock, Shares, Ending Balance (in shares) | 4,089,780 | 4,089,780 | 3,945,867 | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 1 month 6 days | |||||||||
Purchased Shares (in shares) | 50,000 | |||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Payment Arrangement, Expense | $ 105,000 | 73,000 | $ 395,000 | 1,424,000 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 230,000 | 230,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Payment Arrangement, Expense | $ 1,063,000 | $ 1,131,000 | $ 3,276,000 | $ 3,544,000 | ||||||
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other Than Options, Change in Vested And Unissued Shares (in shares) | 570,335 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 79,998 | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares) | 1,691,666 | 1,691,666 | ||||||||
Transaction Grants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Delivered in Period (in shares) | 650,333 | |||||||||
The 2015 Stock Incentive Plan and 2018 Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 21,392,864 | 21,392,864 | ||||||||
The 2018 Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,015,494 | 1,015,494 | ||||||||
The 2018 Stock Incentive Plan [Member] | Vesting if Stock Price is Above 125 Percent of Exercise Price For 20 Consecutive Days [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | 50.00% | 50.00% | ||||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 133.33% | 133.33% | 133.33% | 125.00% | ||||||
The 2018 Stock Incentive Plan [Member] | Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | 50.00% | 50.00% | ||||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 177.78% | 177.78% | 177.78% | 156.25% |
Note 8 - Share-based Compensa_4
Note 8 - Share-based Compensation - Key Assumptions (Details) - $ / shares | Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 |
Fair value lower range (in dollars per share) | $ 1.46 | $ 1.58 | $ 2.81 | |
Fair value higher range (in dollars per share) | 1.49 | 1.61 | 2.86 | |
Exercise price (in dollars per share) | $ 2.33 | $ 2.56 | $ 4.72 | |
Expected volatility | 80.00% | 70.00% | 70.00% | 65.00% |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Risk-free rate | 1.05% | 1.85% | 2.61% | |
Maximum [Member] | ||||
Fair value lower range (in dollars per share) | $ 4.34 | |||
Fair value higher range (in dollars per share) | 4.43 | |||
Exercise price (in dollars per share) | $ 6.33 | |||
Expected term (Year) | 1 year 3 months 18 days | 1 year 6 months | 1 year 7 months 6 days | 1 year 3 months 18 days |
Risk-free rate | 1.18% | |||
Minimum [Member] | ||||
Expected term (Year) | 1 year | 1 year | 1 year | 1 year |
Note 8 - Share-based Compensa_5
Note 8 - Share-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Outstanding, number of options (in shares) | 2,294,000 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ / shares | $ 4.34 | |
Outstanding as of December 31, 2020 (Year) | 7 years 4 months 24 days | 8 years |
Aggregate intrinsic value, balance | $ | $ 0 | $ 2,256 |
Granted (in shares) | 108,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ / shares | $ 6.33 | |
Granted (Year) | 9 years 8 months 12 days | |
Exercised (in shares) | (198,000) | |
Outstanding, number of options (in shares) | 2,204,000 | 2,294,000 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ / shares | $ 4.41 | $ 4.34 |
Options exercisable, number of options (in shares) | 1,307,000 | |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ / shares | $ 4.06 | |
Options exercisable as of September 30, 2021 (Year) | 7 years 2 months 12 days | |
Options exercisable, aggregate intrinsic value | $ | $ 0 |
Note 8 - Share-based Compensa_6
Note 8 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Unvested, number of options (in shares) | 1,225,000 | |
Unvested, weighted average exercise price per share (in dollars per share) | $ 3.93 | |
Unvested, weighted average remaining contractual term (Year) | 7 years 7 months 6 days | 8 years 4 months 24 days |
Granted, number of options (in shares) | 108,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 6.33 | |
Granted, weighted average remaining contractual term (Year) | 9 years 8 months 12 days | |
Vested, number of options (in shares) | (436,000) | |
Vested, weighted average exercise price per share (in dollars per share) | ||
Unvested, number of options (in shares) | 897,000 | 1,225,000 |
Unvested, weighted average exercise price per share (in dollars per share) | $ 4.91 | $ 3.93 |
Note 8 - Share-based Compensa_7
Note 8 - Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | ||
Unvested, number of units (in shares) | shares | 3,377,097 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 7.09 | |
Granted, number of units (in shares) | shares | 1,684,061 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.67 | |
Vested and delivered, number of units (in shares) | shares | (2,381,364) | |
Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.93 | |
Withheld as treasury stock, number of units (in shares) | shares | (143,913) | [1] |
Withheld as treasury stock, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.71 | [1] |
Vested not delivered, number of units (in shares) | shares | 570,335 | [2] |
Vested not delivered, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.70 | [2] |
Forfeited (in shares) | shares | (291,428) | |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.57 | |
Unvested, number of units (in shares) | shares | (2,814,788) | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 8.64 | |
[1] | As discussed in Note 7, Common stock, treasury stock and warrants, the increase in treasury stock was due to shares withheld to cover statutory withholding taxes upon the delivery of shares following vesting of RSUs. As of September 30, 2021, there were 4,089,780 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, 2021, there was a net decrease of 570,335 shares included in the vested not delivered balance as a result of the delivery of 650,333 shares, partially offset by the vesting of 79,998 shares with deferred delivery election. As of September 30, 2021, 1,691,666 outstanding RSUs were vested not delivered. |
Note 8 - Share-based Compensa_8
Note 8 - Share-based Compensation - Share-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total share-based compensation expense | $ 1,145 | $ 1,170 | $ 3,577 | $ 4,848 |
Share-based compensation capitalized in intangible assets | 23 | 34 | 94 | 120 |
Total share-based compensation | 1,168 | 1,204 | 3,671 | 4,968 |
Selling and Marketing Expense [Member] | ||||
Total share-based compensation expense | 188 | 172 | 560 | 659 |
Research and Development Expense [Member] | ||||
Total share-based compensation expense | 167 | 291 | 668 | 814 |
General and Administrative Expense [Member] | ||||
Total share-based compensation expense | $ 790 | $ 707 | $ 2,349 | $ 3,375 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) | 9 Months Ended |
Sep. 30, 2021 | |
Number of Operating Segments | 2 |
Number of Reporting Units | 2 |
Number of Reportable Segments | 1 |
Note 9 - Segment Information -
Note 9 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue | $ 85,858 | $ 78,280 | $ 229,406 | $ 228,723 | |
EBITDA | 1,153 | 6,457 | 853 | 17,768 | |
Depreciation and amortization | 3,200 | 3,906 | 9,939 | 11,492 | |
(Loss) income from operations | (2,047) | 2,551 | (9,086) | 6,276 | |
Total assets | 309,543 | 309,543 | $ 310,220 | ||
Fluent Segment [Member] | |||||
Revenue | 82,591 | 76,726 | 220,132 | 224,685 | |
EBITDA | 684 | 6,862 | 512 | 19,560 | |
Total assets | 288,015 | 288,015 | 292,616 | ||
Other Segments [Member] | |||||
Revenue | 3,267 | 1,554 | 9,274 | 4,038 | |
EBITDA | 469 | (405) | 341 | (1,792) | |
Total assets | 21,528 | 21,528 | $ 17,604 | ||
UNITED STATES | Fluent Segment [Member] | |||||
Revenue | 62,533 | 63,894 | 180,091 | 189,507 | |
UNITED STATES | Other Segments [Member] | |||||
Revenue | 3,259 | 1,548 | 9,194 | 3,745 | |
Non-US [Member] | Fluent Segment [Member] | |||||
Revenue | 20,058 | 12,832 | 40,041 | 35,178 | |
Non-US [Member] | Other Segments [Member] | |||||
Revenue | $ 8 | $ 6 | $ 80 | $ 293 |
Note 10 - Contingencies (Detail
Note 10 - Contingencies (Details Textual) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 15, 2020 | Sep. 30, 2021 |
New York City Department of Finance [Member] | State and Local Jurisdiction [Member] | |||
Income Tax Examination, Penalties and Interest Adjustment Requested | $ 3 | $ 8.2 | |
Income Tax Examination, Interest Adjustment Requested | 0.7 | $ 2 | |
New York City Department of Finance [Member] | State and Local Jurisdiction [Member] | Minimum [Member] | |||
Income Tax Examination, Estimate of Possible Loss | 0.8 | ||
New York City Department of Finance [Member] | State and Local Jurisdiction [Member] | Maximum [Member] | |||
Income Tax Examination, Estimate of Possible Loss | $ 3 | ||
Compliance with New York Executive Law and New York General Business Law [Member] | |||
Loss Contingency Accrual, Ending Balance | $ 3.7 |
Note 11 - Business Acquisition
Note 11 - Business Acquisition (Details Textual) - USD ($) $ in Thousands | Sep. 01, 2021 | Apr. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 17, 2021 | Dec. 31, 2020 | Sep. 01, 2020 |
Goodwill, Ending Balance | $ 165,088 | $ 165,088 | $ 165,088 | ||||||
Winopoly, LLC [Member] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||||||||
Business Combination, Consideration Transferred, Total | $ 7,785 | $ 2,553 | |||||||
Payments to Acquire Businesses, Gross | $ 3,425 | 1,553 | |||||||
Business Combination, Contingent Consideration, Liability, Total | 1,000 | $ 500 | |||||||
Goodwill, Ending Balance | $ 1,131 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, including Subsequent Acquisition, Percentage, Total | 100.00% | ||||||||
Business Acquisition, Percentage of Additional Option to Acquire Voting Interests | 50.00% | ||||||||
Business Acquisition, Step Acquisition, Percentage of Voting Interests Acquired, Previously VIE | 50.00% | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 2,000 | ||||||||
Business Combination, Consideration Transferred, Deferred Payment, Year One | $ 500 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 500,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,360 | ||||||||
Business Combination, Contingent Consideration, Estimated Service Period (Year) | 6 years | ||||||||
Business Combination, Contingent Consideration, Estimated Exercise (Year) | 4 years | ||||||||
Business Combination, Contingent Consideration, Additional Service Requirement (Year) | 2 years | ||||||||
Business Combination, Contingent Consideration, Compensation Expense | $ 586 | $ 654 | 3,213 | $ 1,184 | |||||
Business Combination, Consideration Transferred, Deferred Payment, Year Two | 500 | ||||||||
Winopoly, LLC [Member] | General and Administrative Expense and Product Development Expenses [Member] | Termination of Put/ Call Consideration [Member] | |||||||||
Business Combination, Acquisition Related Costs | $ 2,796 | ||||||||
Winopoly, LLC [Member] | General and Administrative Expense [Member] | |||||||||
Business Combination, Acquisition Related Costs | $ 28 | ||||||||
Winopoly, LLC [Member] | Customer Relationships [Member] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 600 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year) | 5 years | ||||||||
Winopoly, LLC [Member] | Developed Technology Rights [Member] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 800 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year) | 3 years |
Note 13 - Related Party Trans_2
Note 13 - Related Party Transactions (Details Textual) - Client In Which CEO Holds Significant Ownership [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounts Receivable, Related Parties | $ 0 | $ 0 | $ 137 | ||
Revenue from Related Parties | $ 0 | $ 69 | $ 33 | $ 214 |