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Note 14 - Business Acquisition | 9 Months Ended
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Sep. 30, 2019
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 14. Business Acquisition On July 1, 2019, two wholly owned subsidiaries of the Company, AdParlor, LLC (formerly known as AdParlor Acquisition, LLC), a Delaware limited liability company, and Fluent Media Canada, Inc., a British Columbia company (together with AdParlor, LLC, each a "Buyer" and collectively "Buyers"), completed the acquisition of substantially all of the assets of AdParlor Holdings, Inc., a Delaware corporation ("AdParlor Holdings"), AdParlor International, Inc., a Delaware corporation ("AdParlor International"), AdParlor Media, Inc., a Delaware corporation ("AdParlor Media US"), and AdParlor Media ULC, a British Columbia unlimited liability company (together with AdParlor Holdings, AdParlor International and AdParlor Media US, each a "Seller" and collectively "Sellers") pursuant to an Asset Purchase Agreement (the "Purchase Agreement") dated June 17, 2019, by and among Buyers, Sellers and the parent of the Sellers, v2 Ventures Group LLC, a Delaware limited liability company (the "AdParlor Acquisition"). The purpose of the acquisition was to expand the Company's performance-based marketing capabilities. In accordance with ASU 2017 - 01, Business Combinations (Topic 805 ): Clarifying the Definition of a Business , the Company determined that the AdParlor Acquisition constituted the purchase of a business. At closing, the Buyers paid to Sellers cash consideration of $7,302, net of adjustments for working capital and indebtedness, and issued a promissory note to Sellers with a present value of $2,350 in exchange for substantially all of the assets of Sellers. This promissory note is guaranteed by Fluent, LLC, and will not accrue interest except in the case of default, is payable in two equal installments on the first and second anniversaries of the date of closing and is subject to setoff in respect of certain indemnity and other matters. See Note 7 , Long-term debt, net for further detail. For the nine months ended September 30, 2019 , the Company incurred transaction-related expenses of $448 in connection with the AdParlor Acquisition, which it recorded in general and administrative expenses in the consolidated statements of operations. The following table summarizes the preliminary fair values of the assets acquired and the liabilities assumed at the closing date:
|  | July 1, 2019 |
Cash and cash equivalents |  | $ | 56 |
Accounts receivable |  |  | 7,835 |
Prepaid expenses and other current assets |  |  | 54 |
Property and equipment, net |  |  | 138 |
Intangible assets, net |  |  | 4,700 |
Goodwill |  |  | 4,983 |
Other non-current assets |  |  | 28 |
Accounts payable |  |  | (7,691 | )
Accrued expenses and other current liabilities |  |  | (418 | )
Deferred revenue |  |  | (33 | )
Total assets acquired |  | $ | 9,652 |
The preliminary fair values of the identifiable intangible assets and goodwill acquired at the closing date are as follows:
|  | Fair Value |  |  | Weighted Average Amortization Period (Years) |
Trade name & trademarks |  | $ | 300 |  |  | 4 |
Developed technology |  |  | 2,100 |  |  | 4 |
Customer relationships |  |  | 2,300 |  |  | 6 |
Goodwill |  |  | 4,983 |  |  |  |
Total intangible assets, net |  | $ | 9,683 |  |  |  |
With the assistance of a third -party valuation firm, the fair value of the acquired customer relationships was determined using the excess earnings method, a variation of the income approach, while the fair value of the acquired developed technology, trade names and trademarks were determined using the relief from royalty method of the income approach. T he amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill and primarily relates to intangible assets that do not qualify for separate recognition, including assembled workforce and synergies. For tax purposes, the goodwill is deductible over 15 years. The purchase accounting process has not been completed primarily because the valuation of acquired assets and liabilities assumed has not been finalized. The Company expects to complete the purchase accounting as soon as practicable but no later than one year from the acquisition date. The Company does not believe there will be material adjustments.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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