Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	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 (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 (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 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

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

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 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

- Definition

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

+ References + Details

Consolidated Statements of Changes in Shareholders' Equity (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)

- Definition

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

+ References + Details

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

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 Accounting Policies

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Summary of significant accounting policies

(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

necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending

December

31,

2019.

The information included in this quarterly report on Form

-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form

-K for the year ended

December 31, 2018

2018

Form

-K") filed with the SEC on

March 18, 2019.

The consolidated balance sheet as of

December 31, 2018

included herein was derived from the audited financial statements as of that date included in the

2018

Form

-K.

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

March

26,

2018,

Fluent completed the previously announced spin-off (the "Spin-off") of its risk management business from its performance marketing business by way of a distribution of all the shares of common stock of Fluent's wholly-owned subsidiary, Red Violet, Inc. ("Red Violet"), to Fluent's shareholders of record as of

March

19,

2018

and certain warrant holders. See Note

Discontinued operations

, for details.

Reclassifications

During the year ended

December 31, 2018

, the Company reviewed the classification of certain expenses presented in the consolidated statement of operations in an effort to bring added transparency and conformity to its reporting. As a result of this review, the Company made a number of changes to classification of operating expenses. Expenses for prior periods have been reclassified to conform to the current period presentation. For the

three

and

nine

months ended

September 30, 2018

, the reclassifications had

effect on income from operations, net income from continuing operations, or net income (loss).

The following table summarizes the reclassification activity for the

three

months ended

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

months ended

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

, the Company identified an error in its calculation of basic and diluted weighted average shares outstanding, in which shares that had vested but were subject to deferred delivery were

not

included in both the basic and diluted calculations. As a result, the calculation for basic and diluted weighted average shares outstanding, and the corresponding changes to basic and diluted income (loss) per share as previously reported for

three

and

nine

months ended

September 30, 2018

s adjusted

by an immaterial amount as follows:

	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	)

(

)

Contains summation difference due to rounding.

(b) Recently issued and adopted accounting standards

February 2016,

the FASB issued Accounting Standards Update ("ASU")

No.

2016

("ASU

2016

02"

Leases (Topic

842

)

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

January 1, 2019,

the Company adopted ASU

2016

using a modified retrospective approach, utilizing transition guidance introduced in ASU

2018

11,

Leases: Targeted Improvements,

and elected the ‘package of practical expedients,’ which permitted the Company

not

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

As of

January 1, 2019,

the adoption of ASU

2016

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

$10,866

and

$11,138,

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

2016

did

not

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

2016

02.

Subsequent to the adoption of Accounting Standards Codification ("ASC")

842,

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

842

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

not

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

not

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

Lease commitments

, for additional disclosures.

January 2016,

FASB issued ASU

No.

2016

13,

Financial Instruments—Credit Losses,

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

The new guidance is effective for annual and interim periods beginning after

December 15, 2019

, and early adoption is permitted.

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

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

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

one

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

not

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

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

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

not

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

not

require disaggregation.

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

third

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

third

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

third

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

associated costs of revenue for the Company.

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

September 30, 2019

and

December 31, 2018

, the balance of deferred revenue was

$1,178

and

$444

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

December 31, 2018

was recognized into revenue during the

first

quarter of

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

and

December 31, 2018

, unbilled revenue included in accounts receivable totaled

$19,081

and

$25,545

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

not

been materially different from actual revenue billed.

Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing 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

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

one

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

Note 2 - Loss (Income) Per Share

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

Loss (income) per share

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

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

For the

three

and

nine

months ended

September 30, 2019

and

2018

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

	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 Operations

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

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

Discontinued operations

As a result of the Spin-off on

March 26, 2018,

the financial results of Red Violet are reflected in the Company's consolidated financial statements as discontinued operations and, therefore, are presented as loss from discontinued operations on the consolidated statements of operations, and cash activity from discontinued operations on the consolidated statements of cash flows. Further, the Company's additional paid-in capital was decreased by the net assets of Red Violet, as reflected in the consolidated statements of changes in shareholders' equity.

For the

nine

months ended

September 30, 2018

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

	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

months ended

September 30, 2018

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

$19,040,

of which an aggregate of

$16,030

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

	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

(

)

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.

(

)

As discussed in Note

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

In addition, during the

first

quarter of

2018

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

$7,708

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

$5,409

as a result of

2,041,000

shares of Transaction Grants (as defined in Note

10,

Share-based compensation

), and employee cash compensation of

$2,299.

Note 4 - Lease Commitments

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

Lease commitments

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

one

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

one

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

not

to recognize leases with terms of

one

year or less on the consolidated balance sheets.

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

not

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

may

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

three

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

The Company is party to a number of noncancelable operating and financing lease agreements for certain offices and furniture, fixtures and office equipment. These leases have original lease periods expiring between

2021

and

2025.

Although certain leases include options to renew, the Company does

not

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

not

contain any material residual value guarantees or material restrictive covenants.

For the

three

and

nine

months ended

September 30, 2019

, the components of lease costs are as follows:

	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

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

	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

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

	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

and

nine

months ended

September 30, 2019

, supplemental cash flow information related to leases are as follows:

	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

(

)

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, Net

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

Intangible assets, net

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 "Fluent LLC Acquisition"),

the acquisition of Q Interactive, LLC, effective on

June 8, 2016 (

the "Q Interactive Acquisition") and the acquisition of substantially all the assets of AdParlor

Holdings, Inc. and certain of its affiliates

, effective

July 1, 2019 (

see

Note

Business Acquisition

During the

three

months ended

September 30, 2019,

the Company determined that its declining operating results constituted a triggering event. As such, the Company conducted an interim test of the recoverability of its long-lived assets. Based on the results of this recoverability test, which measured the Company's projected undiscounted cash flows as compared to the carrying value of the asset group, the Company determined that, as of

September 30, 2019,

its long-lived assets were

not

impaired. The Company believes that the assumptions utilized in this interim impairment testing, including the determination of estimated future cash flows, are reasonable. Future tests

may

indicate impairment if actual future cash flows or other factors differ from the assumptions used in the Company's interim impairment test at

September 30, 2019.

Amortization expense of

$3,456

and

$3,228

for the

three

months ended

September 30, 2019

and

2018

and

$9,708

and

$9,653

for the

nine

months ended

September 30, 2019

and

2018

, respectively, are included in depreciation and amortization expenses in the consolidated statements of operations. As of

September 30, 2019

, intangible assets with a carrying amount of

$398

, included in the gross amount of software developed for internal use, have

not

commenced amortization, as they are

not

ready for their intended use.

As of

September 30, 2019

, estimated amortization expenses related to the Company's intangible assets for the remainder of

2019

through

2024

and thereafter are as follows:

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	9 Months Ended
Note 6 - Goodwill	Sep. 30, 2019
Notes to Financial Statements
Goodwill Disclosure [Text Block]	6. Goodwill 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, the Fluent LLC Acquisition, the Q Interactive Acquisition and the AdParlor Acquisition (as defined in Note 14 , Business Acquisition ). In accordance with ASC Topic 350, Intangibles - Goodwill and Other, goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. The measurement date of the Company's annual goodwill impairment test is October 1. During the three months ended September 30, 2019, the Company determined that its declining operating results, along with a decline in the market value of its publicly trade stock, constituted a triggering event. As such, the Company conducted an interim test of the fair value of its goodwill for potential impairment. Based on the results of this interim impairment test, which used a combination of income and market approaches to determine the fair value of the Fluent reporting unit (as defined in Note 11, Segment information ), the Company concluded that, as of September 30, 2019, its goodwill was not impaired. The results of its interim impairment test indicated that the estimated fair value of the reporting unit exceeded its carrying value by approximately 12%. The Company believes that the assumptions utilized in its interim impairment testing, including the determination of an appropriate discount rate of 12.5%, long-term profitability growth projections, and estimated future cash flows, are reasonable. The risk of future impairment of its $159,790 of goodwill exists if actual results; such as lower than expected revenue, profitability, cash flows, market multiples, discount rates and control premiums, differ from the assumptions used in the Company's interim impairment test. In addition, a sustained decline in the market value of its publicly traded stock could impact the Company’s fair value assessment.

Note 7 - Long-term Debt, Net

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

Long-term debt, net

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,

with a new term loan in the amount of

$70.0

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

No.

("Amendment

No.

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

March 26, 2018 (

the "Refinancing").

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

0.50%

) plus

7.00%

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

6.0%

per annum, payable in cash. Interest under the

Refinanced Term Loan is payable monthly. Scheduled principal amortization of the Refinanced Term Loan is

$875

per quarter, commencing with the fiscal quarter ended

September 30, 2018

. The Refinanced Term Loan matures on

March

26,

2023.

March 26, 2018,

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

$55,586

and

$11,425,

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

$2,818

and

$3,136,

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

third

parties of

$193

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

Discontinued operations

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

September 30, 2018

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

For the

three

months ended

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

quarter. At

September 30, 2019

, the Company was

compliance

with all of the

financial and

other covenants under the Credit Agreement.

Note Payable

July 1, 2019,

in connection with the

AdParlor Acquisition (as defined in

Note

Business Acquisition),

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

$2,350,

net of discount of

$150

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

4.28%

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

not

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

two

equal installments on the

first

and

second

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

Maturities

As of

September 30, 2019

, scheduled future maturities of the Refinanced Term Loan and Note Payable, including the required principal prepayment based on a portion of the Company's quarterly excess cash flow

$1,308

for the

third

quarter of

2019

and excluding potential future additional principal prepayments, are as follows:

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

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

measurement.

Note 8 - Income Taxes	9 Months Ended
Note 8 - Income Taxes	Sep. 30, 2019
Notes to Financial Statements
Income Tax Disclosure [Text Block]	8. Income taxes 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 and December 31, 2018 , the Company has recorded a full valuation allowance against net deferred tax assets, and intends to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the release of all or some portion of these allowances. Based on current income from continuing operations and anticipated future earnings, the Company believes there is a reasonable possibility that within the next twelve months sufficient positive evidence may become available to allow a conclusion to be reached that a significant portion, if not all, of the valuation allowance will be released. Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release may be recorded, however, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available. For the nine months ended September 30, 2019 and 2018 , the Company's effective income tax benefit rate of 1% and 0% , respectively, differed from the statutory federal income tax rates of 21% and 34%, respectively, with such differences resulting primarily from the application of the full valuation allowance against the Company's deferred tax assets. 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 that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than- not that a tax benefit will be sustained, no tax benefit has been recognized in the Company's financial statements. As of September 30, 2019 and December 31, 2018 , the balance of unrecognized tax benefits was $1,480 . The unrecognized tax benefits, if recognized, would result in an increase to net operating losses that would be subject to a valuation allowance and, accordingly, result in no impact to the Company’s annual effective tax rate. As of September 30, 2019 , the Company has not accrued any interest or penalties with respect to its uncertain tax positions. The Company does not anticipate a significant increase or reduction in unrecognized tax benefits within the next twelve months.

Note 9 - Common Stock, Treasury Stock and Warrants	9 Months Ended
Note 9 - Common Stock, Treasury Stock and Warrants	Sep. 30, 2019
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	9. Common stock, treasury stock and warrants Common stock As of September 30, 2019 and December 31, 2018 , the number of issued shares of common stock was 78,574,482 and 76,525,581 , respectively, which included shares of treasury stock of 1,791,186 and 1,233,198 , respectively. For the nine months ended September 30, 2019 , the change in the number of issued shares of common stock was a result of an aggregate 2,048,901 shares of common stock issued upon vesting of RSUs, including 557,988 shares of common stock withheld to cover statutory taxes upon such vesting, which are reflected in treasury stock, discussed below. Treasury stock As of September 30, 2019 and December 31, 2018 , the Company held shares of treasury stock of 1,791,186 and 1,233,198 , with a cost of $6,368 and $3,272 , respectively. The Company's share-based incentive plans allow employees the option to either make cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock may be taken into treasury stock by the Company or sold on the open market. For the nine months ended September 30, 2019 , 557,988 shares of common stock were withheld to cover statutory taxes owed by certain employees for this purpose, all of which were taken into treasury stock. See Note 10 , Share-based compensation. Warrants As of September 30, 2019 and December 31, 2018 , warrants to purchase an aggregate of 2,398,776 and 2,498,776 shares of common stock were outstanding, respectively, with exercise prices ranging from $3.75 to $6.00 per share. On July 9, 2018 the Company entered into First Amendments (the "First Amendments") to the Amendments to Warrants and Agreements to Exercise ("Amended Whitehorse Warrants") with (i) H.I.G. Whitehorse SMA ABF, L.P. regarding 46,667 warrants to purchase common stock of the Company, par value $0.0005 per share, at an exercise price of $3.00 per share; (ii) H.I.G. Whitehorse SMA Holdings I, LLC regarding 66,666 warrants to purchase common stock of the Company at an exercise price of $3.00 per share; and (iii) Whitehorse Finance, Inc. regarding 186,667 warrants to purchase common stock of the Company at an exercise price of $3.00 per share. In November 2017, the Amended Whitehorse Warrants were exercised and the Company issued an aggregate of 300,000 shares of common stock of the Company (the "Warrant Shares") to the warrant holders. Pursuant to the First Amendments, the warrant holders have the right, but not the obligation, to require the Company to purchase from these warrant holders the 300,000 Warrant Shares at $3.8334 per share (the "Put Right"), which may be exercised during the period commencing January 1, 2019 and ending 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 per share. As of March 31, 2019, the last reported sale price of the Company's common stock was higher than the exercise price, resulting in the reclassification of the Put Right totaling $1,150 from other current liabilities to equity. However, as of 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 Compensation

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

10.

Share-based compensation

As of

September 30, 2019

, the Company maintains

two

share-based incentive plans: the Cogint, Inc.

2015

Stock Incentive Plan (the

"2015

Plan") and the Fluent, Inc.

2018

Stock Incentive Plan (the "

2018

Plan") which, combined, authorize the issuance of

21,178,330

shares of common stock. As of

September 30, 2019

, there were

3,614,784

shares of common stock reserved for issuance under the

2018

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

Spin-off of Red Violet

March 8, 2018,

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

March 12, 2018 (

the "Acceleration Date"). An aggregate of

5,157,998

shares were accelerated, including

47,500

stock options,

4,960,498

RSUs (inclusive of

500,000

shares to Marlin Capital and

2,500,000

to Michael Brauser), and

150,000

shares of restricted stock. Share-based compensation expense of

$14,667

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

first

quarter of

2018

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

304,000

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

first

quarter of

2018

, and related share-based compensation expense of

$881

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

2,041,000

shares of common stock, subject to deferred delivery over a

three

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

$5,409

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

first

quarter of

2018

In total, share-based compensation expense of

$15,548,

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

first

quarter of

2018

. See Note

Discontinued operations

Stock options

January 31, 2019,

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

February 1, 2019

under the

2018

Plan. Subject to continuing service,

50%

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

125%

of the exercise price for

consecutive trading days, and the remaining

50%

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

156.25%

of the exercise price for

consecutive trading days; provided, that

shares will vest prior to the

first

anniversary of the grant date. As of

September 30, 2019

, the

first

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

50%

of the shares subject to these stock options will vest on

February 1, 2020.

Any shares that remain unvested as of the

fifth

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

$2.81

$2.86

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

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

For the

nine

months ended

September 30, 2019

, details of stock option activity were as follows:

	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

and

nine

months ended

September 30, 2019

, compensation expense recognized for stock options of

$1,250

and

$3,353

, respectively, was recorded in sales and marketing and general and administrative expenses in the consolidated statements of operations. For the

three

and

nine

months ended

September 30, 2018

, compensation expense recognized for stock options of

and

$243

, respectively, was recorded in discontinued operations in the consolidated statements of operations. As of

September 30, 2019

, there was

$2,339

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

Restricted stock units and restricted stock

For the

nine

months ended

September 30, 2019

, details of unvested RSU and restricted stock activity were as follows:

	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

(

)

As discussed in Note

, 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.

(

)

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.

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

and

$2,675

for the

three

months ended and

$4,733

and

$27,871

for the

nine

months ended

September 30, 2019

and

2018

, respectively. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant.

As of

September 30, 2019

, unrecognized share-based compensation expense associated with the granted RSUs and stock options amounted to

$14,668

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

2.5

years.

For the

three

and

nine

months ended

September 30, 2019

and

2018

, share-based compensation for the Company's stock option, RSU, common stock and restricted stock awards were allocated to the following accounts in the consolidated financial statements:

	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

Statement of Stockholders Equity (Parentheticals) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Issuance of common stock, issuance costs	$ 108