Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
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 Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 76,230,968 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Title of 12(b) Security | Common Stock, $0.0005 par value per share |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS: | ||
Cash and cash equivalents | $ 13,086,000 | $ 18,679,000 |
Accounts receivable, net of allowance for doubtful accounts of $665 and $1,967, respectively | 61,012,000 | 60,915,000 |
Prepaid expenses and other current assets | 1,944,000 | 1,921,000 |
Total current assets | 76,042,000 | 81,515,000 |
Restricted cash | 1,480,000 | 1,480,000 |
Property and equipment, net | 2,684,000 | 2,863,000 |
Operating lease right-of-use assets | 9,448,000 | 9,865,000 |
Intangible assets, net | 52,720,000 | 55,603,000 |
Goodwill | 164,774,000 | 164,774,000 |
Other non-current assets | 1,106,000 | 993,000 |
Total assets | 308,254,000 | 317,093,000 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Accounts payable | 15,854,000 | 21,574,000 |
Accrued expenses and other current liabilities | 18,857,000 | 20,358,000 |
Deferred revenue | 1,526,000 | 1,140,000 |
Current portion of long-term debt | 4,750,000 | 6,873,000 |
Current portion of operating lease liability | 2,271,000 | 2,282,000 |
Total current liabilities | 43,258,000 | 52,227,000 |
Long-term debt, net | 43,579,000 | 44,098,000 |
Operating lease liability, net | 8,607,000 | 9,056,000 |
Other non-current liabilities | 745,000 | 775,000 |
Total liabilities | 96,189,000 | 106,156,000 |
Shareholders' equity: | ||
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods | ||
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 79,809,417 and 78,642,078, respectively; and Shares outstanding — 76,207,613 and 75,873,679, respectively | 40,000 | 39,000 |
Treasury stock, at cost — 3,601,804 and 2,768,399 shares, respectively | (9,900,000) | (8,184,000) |
Additional paid-in capital | 408,633,000 | 406,198,000 |
Accumulated deficit | (186,708,000) | (187,116,000) |
Total shareholders' equity | 212,065,000 | 210,937,000 |
Total liabilities and shareholders' equity | $ 308,254,000 | $ 317,093,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance for doubtful accounts | $ 665 | $ 1,967 |
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) | 79,809,417 | 78,642,078 |
Common stock, shares outstanding (in shares) | 76,207,613 | 75,873,679 |
Treasury stock, shares (in shares) | 3,601,804 | 2,768,399 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 78,934 | $ 66,561 |
Costs and expenses: | ||
Cost of revenue (exclusive of depreciation and amortization) | 56,624 | 44,829 |
Sales and marketing | 2,830 | 3,434 |
Product development | 2,731 | 2,150 |
General and administrative | 11,076 | 10,043 |
Depreciation and amortization | 3,733 | 3,317 |
Total costs and expenses | 76,994 | 63,773 |
Income from operations | 1,940 | 2,788 |
Interest expense, net | (1,532) | (1,778) |
Income before income taxes | 408 | 1,010 |
Income tax benefit | 35 | |
Net income | $ 408 | $ 1,045 |
Basic and diluted income per share: | ||
Basic (in dollars per share) | $ 0.01 | $ 0.01 |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 78,604,280 | 79,097,426 |
Diluted (in shares) | 78,753,770 | 80,063,989 |
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, 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) | 1,077,608 | ||||
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) | 321,631 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (1,610) | (1,610) | |||
Share-based compensation | 2,290 | 2,290 | |||
Net income | 1,045 | 1,045 | |||
Reclassification of puttable option from liability to equity | 1,150 | 1,150 | |||
Balance (in shares) at Mar. 31, 2019 | 77,603,189 | 1,554,829 | |||
Balance at Mar. 31, 2019 | $ 39 | $ (4,882) | 399,208 | (184,324) | 210,041 |
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 restricted stock (in shares) | 1,467,339 | ||||
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) | 175,732 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (416) | (416) | |||
Repurchase of shares into treasury stock (in shares) | 657,673 | ||||
Repurchase of shares into treasury stock | $ (1,300) | (1,300) | |||
Exercise of a Put Right by certain warrant holders (See Note 7) (in shares) | (300,000) | ||||
Share-based compensation | 2,436 | 2,436 | |||
Net income | 408 | 408 | |||
Reclassification of puttable option from liability to equity | |||||
Balance (in shares) at Mar. 31, 2020 | 79,809,417 | 3,601,804 | |||
Balance at Mar. 31, 2020 | $ 40 | $ (9,900) | $ 408,633 | $ (186,708) | $ 212,065 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 408 | $ 1,045 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,733 | 3,317 |
Non-cash interest expense | 356 | 319 |
Share-based compensation expense | 2,397 | 2,275 |
Provision for bad debt | 183 | |
Deferred income tax benefit | (35) | |
Changes in assets and liabilities: | ||
Accounts receivable | (280) | 4,629 |
Prepaid expenses and other current assets | (23) | (601) |
Other non-current assets | (113) | (21) |
Operating lease assets and liabilities, net | (43) | 587 |
Accounts payable | (5,720) | (1,629) |
Accrued expenses and other current liabilities | (1,501) | (4,929) |
Deferred revenue | 386 | 230 |
Other | (30) | (22) |
Net cash (used in) provided by operating activities | (247) | 5,165 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (7) | (1,385) |
Capitalized costs included in intangible assets | (625) | (357) |
Net cash used in investing activities | (632) | (1,742) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (2,998) | (875) |
Taxes paid related to net share settlement of vesting of restricted stock units | (416) | (1,610) |
Repurchase of treasury stock | (1,300) | |
Net cash used in financing activities | (4,714) | (2,485) |
Net decrease in cash, cash equivalents and restricted cash | (5,593) | 938 |
Cash, cash equivalents and restricted cash at beginning of period | 20,159 | 19,249 |
Cash, cash equivalents and restricted cash at end of period | 14,566 | 20,187 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 1,148 | 1,402 |
Cash paid for income taxes | ||
Share-based compensation capitalized in intangible assets | 39 | 15 |
Non-cash additions to property and equipment | 138 | |
Reclassification of puttable option from liability to equity | $ 1,150 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 The information included in this quarterly report on Form 10 10 December 31, 2019 2019 10 March 13, 2020. December 31, 2019 2019 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. (c) Revenue recognition Revenue is recognized when control of goods or services is transferred to customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records, based on predefined qualifying characteristics specified by the customer or (b) generate conversions, based on predefined user actions (for example, a click, a registration or the installation of an app) and subject to certain qualifying characteristics specified by the customer. 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 March 31, 2020 December 31, 2019 $1,526 $1,140 December 31, 2019 first 2020 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 March 31, 2020 December 31, 2019 $20,605 $29,061 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 and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable. Actual results could differ from these estimates. Our first 2020 not 19. not 19 19 may |
Note 2 - Income Per Share
Note 2 - Income Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 2. Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period, in addition to restricted stock units ("RSUs") and restricted common stock that are vested but not For the three March 31, 2020 2019 Three Months Ended March 31, 2020 2019 Numerator: Net income $ 408 $ 1,045 Denominator: Weighted average shares outstanding 75,771,019 75,621,360 Weighted average restricted shares vested not delivered 2,833,261 3,476,066 Total basic weighted average shares outstanding 78,604,280 79,097,426 Dilutive effect of assumed conversion of restricted stock units 149,490 769,495 Dilutive effect of assumed conversion of warrants — 197,068 Total diluted weighted average shares outstanding 78,753,770 80,063,989 Basic and diluted earnings per share: Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01 The following potentially dilutive securities were excluded from the calculation of diluted income per share, as their effects would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2020 2019 Restricted stock units 3,216,816 2,164,404 Stock options 2,568,000 2,142,000 Warrants 2,398,776 1,665,443 Total anti-dilutive securities 8,183,592 5,971,847 |
Note 3 - Intangible Assets, Net
Note 3 - Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 3. Intangible assets, net, other than goodwill, consist of the following: Amortization period (in years) March 31, 2020 December 31, 2019 Gross amount: Software developed for internal use 3 $ 5,473 $ 4,866 Acquired proprietary technology 4-5 13,719 13,661 Customer relationships 6-10 37,286 37,286 Trade names 4-20 16,657 16,657 Domain names 20 191 191 Databases 5-10 31,292 31,292 Non-competition agreements 2-5 1,768 1,768 Total gross amount 106,386 105,721 Accumulated amortization: Software developed for internal use (2,369 ) (1,995 ) Acquired proprietary technology (10,232 ) (9,516 ) Customer relationships (20,689 ) (19,396 ) Trade names (3,583 ) (3,359 ) Domain names (41 ) (39 ) Databases (15,084 ) (14,182 ) Non-competition agreements (1,668 ) (1,631 ) Total accumulated amortization (53,666 ) (50,118 ) Net intangible assets: Software developed for internal use 3,104 2,871 Acquired proprietary technology 3,487 4,145 Customer relationships 16,597 17,890 Trade names 13,074 13,298 Domain names 150 152 Databases 16,208 17,110 Non-competition agreements 100 137 Total intangible assets, net $ 52,720 $ 55,603 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 ( Note 11 Business acquisition During the three March 31, 2020 19 March 31, 2020 not may March 31, 2020 Amortization expense of $3,547 $3,125 three March 31, 2020 2019 March 31, 2020 $119 not not As of March 31, 2020 2020 2025 Year March 31, 2020 Remainder of 2020 $ 10,519 2021 11,262 2022 9,444 2023 4,714 2024 4,350 2025 and thereafter 12,431 Total $ 52,720 |
Note 4 - Goodwill
Note 4 - Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 , the total balance of goodwill was $164,774 , as a result of the acquisition of Interactive Data, LLC, the Fluent LLC Acquisition, the Q Interactive Acquisition and the AdParlor Acquisition (as defined in Note 11 Business acquisition In accordance with ASC 350, Intangibles - Goodwill and Other, may not not October 1. During the three March 31, 2020 19 two 9 Segment information March 31, 2020. two $159,791 $4,983, not 18% 4%, two 13.0% 16.5% |
Note 5 - Long-term Debt, Net
Note 5 - Long-term Debt, Net | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. Long-term debt, net, related to the Refinanced Term Loan and Note Payable (as defined below) consisted of the following: March 31, 2020 December 31, 2019 Refinanced Term Loan due 2023 (less unamortized discount of $3,384 and $3,715, respectively) $ 45,904 $ 48,571 Note Payable due 2021 (less unamortized discount of $75 and $100, respectively) 2,425 2,400 Long-term debt, net 48,329 50,971 Less: Current portion of long-term debt (4,750 ) (6,873 ) Long-term debt, net (non-current) $ 43,579 $ 44,098 Refinanced Term Loan March 26, 2018, December 8, 2015, $70.0 No. 6 No. 6" 0.50% 7.00% 6.0% The Refinanced Term Loan matures on March 26, 2023 $875 June 30, 2018. three March 31, 2020 no March 31, 2020 Note Payable On July 1, 2019, 11 Business acquisition ), $2,350, $150 4.28% not two first second Maturities As of March 31, 2020 Year March 31, 2020 Remainder of 2020 $ 3,875 2021 4,750 2022 3,500 2023 39,663 2024 — Total maturities $ 51,788 Fair value As of March 31, 2020 2 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 December 31, 2019 twelve may not may For the three March 31, 2020 2019 0% 3% 21%, The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than- not 50% not not no As of March 31, 2020 December 31, 2019 $1,480 no March 31, 2020 not The Company does not twelve On March 27, 2020, not |
Note 7 - Common Stock, Treasury
Note 7 - Common Stock, Treasury Stock and Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Common stock As of March 31, 2020 December 31, 2019 79,809,417 78,642,078 3,601,804 2,768,399 For the three March 31, 2020 1,467,339 175,732 300,000 $1,150 Treasury stock As of March 31, 2020 December 31, 2019 3,601,804 2,768,399 $9,900 $8,184 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 three March 31, 2020 175,732 8 Share-based compensation. three March 31, 2020 657,673 November 19, 2019. Warrants As of March 31, 2020 December 31, 2019 2,398,776 $3.75 $6.00 On July 9, 2018 46,667 $0.0005 $3.00 66,666 $3.00 186,667 $3.00 November 2017, 300,000 not 300,000 $3.8334 January 1, 2019 December 15, 2019. December 6, 2019, December 15, 2019 January 31, 2020. January 31, 2020, 300,000 $1,150. |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 8. As of March 31, 2020 two 2015 "2015 2018 "2018 21,120,761 March 31, 2020 1,984,253 2018 Stock options The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company officers, which were issued on February 1, 2019, December 20, 2020 March 1, 2020, 2018 50% 125.00%, 133.33% 133.33%, twenty 50% 156.25%, 177.78% 177.78%, twenty no first March 31, 2020 first February 1, 2019 50% February 1, 2020. fifth Issuance Date February 1, 2019 December 20, 2019 March 1, 2020 Fair value lower range $ 2.81 $ 1.58 $ 1.46 Fair value higher range $ 2.86 $ 1.61 $ 1.49 Exercise price $ 4.72 $ 2.56 $ 2.33 Expected term (in years) 1.0 1.3 1.0 1.6 1.0 1.5 Expected volatility 65 % 70 % 70 % Dividend yield — % — % — % Risk-free rate 2.61 % 1.85 % 1.05 % For the three March 31, 2020 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2019 2,120,000 $ 5.21 8.7 $ — Granted 478,000 $ 2.48 9.8 Expired (30,000 ) $ 7.14 — Outstanding as of March 31, 2020 2,568,000 $ 5.21 9.0 $ — Options exercisable as of March 31, 2020 1,086,000 $ 4.82 8.3 $ — 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 March 31, 2020 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2019 2,008,000 $ 4.72 9.1 Granted 478,000 $ 2.48 9.8 Vested (1,004,000 ) $ 4.72 8.8 Unvested as of March 31, 2020 1,482,000 $ 4.00 9.1 For the three March 31, 2020 2019 $1,199 $851 March 31, 2020 $625 Restricted stock units and restricted stock For the three March 31, 2020 Number of units Weighted average grant-date fair value Unvested as of December 31, 2019 3,394,370 $ 8.03 Granted 1,214,326 $ 2.35 Vested and delivered (1,291,607 ) $ 3.56 Withheld as treasury stock (1) (175,732 ) $ 3.92 Vested not delivered (2) 520,334 $ 2.83 Forfeited (48,184 ) $ 3.85 Unvested as of March 31, 2020 3,613,507 $ 7.16 ( 1 As discussed in Note 7 Common stock, treasury stock and warrants, March 31, 2020 3,601,804 ( 2 Vested not three March 31, 2020 520,334 not 650,333 129,999 March 31, 2020 2,267,001 not The Company recognized compensation (included in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets in the consolidated balance sheets) for RSUs and restricted stock of $1,237 $1,439 three March 31, 2020 2019 As of March 31, 2020 $11,054 2.7 For the three March 31, 2020 2019 Three Months Ended March 31, 2020 2019 Sales and marketing $ 218 $ 369 Product development 237 245 General and administrative 1,942 1,661 Share-based compensation expense 2,397 2,275 Capitalized in intangible assets 39 15 Total share-based compensation $ 2,436 $ 2,290 |
Note 9 - Segment Information
Note 9 - Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
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 segment income (loss) from operations. As of March 31, 2020 two two one three March 31, 2020 Note 11 Business acquisition Summarized financial information concerning the Company's segments is shown in the following tables below: Three Months Ended March 31, 2020 2019 Fluent segment revenue: United States $ 68,151 $ 58,654 International 9,411 7,907 Fluent segment revenue $ 77,562 $ 66,561 All Other segment revenue: United States $ 1,185 $ — International 187 — All Other segment revenue $ 1,372 $ — Segment income (loss) from operations: Fluent $ 2,428 $ 2,788 All Other (488 ) — Total income from operations 1,940 2,788 Interest expense, net (1,532 ) (1,778 ) Income before income taxes $ 408 $ 1,010 March 31 December 31 2020 2019 Total assets: Fluent $ 289,795 $ 296,714 All Other 18,459 20,379 Total assets $ 308,254 $ 317,093 |
Note 10 - Contingencies
Note 10 - Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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. December 13, 2018, March 12, 2020, not On June 27, 2019, two December 1, 2010 November 30, 2019, January 14 15, 2020, $8.2 $2.0 March 4, 2020. may $0.7 $3.7 On January 28, 2020, 15 §45 16 310, not |
Note 11 - Business Acquisition
Note 11 - Business Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 11. On July 1, 2019, two June 17, 2019, v2 The purpose of the acquisition was to expand the Company's performance-based marketing capabilities. In accordance with ASU 2017 01, Business Combinations (ASC 805 At closing, the Buyers paid to Sellers cash consideration of $7,302, $2,350 not two first second 5 Long-term debt, net December 31, 2019, of $483 The following table summarizes the fair values of the assets acquired and the liabilities assumed at the closing date: July 1, 2019 Cash and cash equivalents $ 56 Accounts receivable 7,835 Prepaid expenses and other current assets 54 Property and equipment 138 Intangible assets 4,700 Goodwill 4,983 Other non-current assets 28 Accounts payable (7,691 ) Accrued expenses and other current liabilities (418 ) Deferred revenue (33 ) Total net assets acquired $ 9,652 The fair values of the identifiable intangible assets and goodwill acquired at the closing date are as follows: Fair Value Weighted Average Amortization Period (Years) Trade name & trademarks $ 300 4 Developed technology 2,100 4 Customer relationships 2,300 6 Goodwill 4,983 Total intangible assets, net $ 9,683 With the assistance of a third T not tax purposes, the goodwill is deductible over 15 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. On April 1, 2020, 50% April 1, 2020, No. 11 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 The information included in this quarterly report on Form 10 10 December 31, 2019 2019 10 March 13, 2020. December 31, 2019 2019 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. |
Revenue from Contract with Customer [Policy Text Block] | (c) Revenue recognition Revenue is recognized when control of goods or services is transferred to customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records, based on predefined qualifying characteristics specified by the customer or (b) generate conversions, based on predefined user actions (for example, a click, a registration or the installation of an app) and subject to certain qualifying characteristics specified by the customer. 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 March 31, 2020 December 31, 2019 $1,526 $1,140 December 31, 2019 first 2020 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 March 31, 2020 December 31, 2019 $20,605 $29,061 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 and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable. Actual results could differ from these estimates. Our first 2020 not 19. not 19 19 may |
Note 2 - Income Per Share (Tabl
Note 2 - Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2020 2019 Numerator: Net income $ 408 $ 1,045 Denominator: Weighted average shares outstanding 75,771,019 75,621,360 Weighted average restricted shares vested not delivered 2,833,261 3,476,066 Total basic weighted average shares outstanding 78,604,280 79,097,426 Dilutive effect of assumed conversion of restricted stock units 149,490 769,495 Dilutive effect of assumed conversion of warrants — 197,068 Total diluted weighted average shares outstanding 78,753,770 80,063,989 Basic and diluted earnings per share: Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 2020 2019 Restricted stock units 3,216,816 2,164,404 Stock options 2,568,000 2,142,000 Warrants 2,398,776 1,665,443 Total anti-dilutive securities 8,183,592 5,971,847 |
Note 3 - Intangible Assets, N_2
Note 3 - Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortization period (in years) March 31, 2020 December 31, 2019 Gross amount: Software developed for internal use 3 $ 5,473 $ 4,866 Acquired proprietary technology 4-5 13,719 13,661 Customer relationships 6-10 37,286 37,286 Trade names 4-20 16,657 16,657 Domain names 20 191 191 Databases 5-10 31,292 31,292 Non-competition agreements 2-5 1,768 1,768 Total gross amount 106,386 105,721 Accumulated amortization: Software developed for internal use (2,369 ) (1,995 ) Acquired proprietary technology (10,232 ) (9,516 ) Customer relationships (20,689 ) (19,396 ) Trade names (3,583 ) (3,359 ) Domain names (41 ) (39 ) Databases (15,084 ) (14,182 ) Non-competition agreements (1,668 ) (1,631 ) Total accumulated amortization (53,666 ) (50,118 ) Net intangible assets: Software developed for internal use 3,104 2,871 Acquired proprietary technology 3,487 4,145 Customer relationships 16,597 17,890 Trade names 13,074 13,298 Domain names 150 152 Databases 16,208 17,110 Non-competition agreements 100 137 Total intangible assets, net $ 52,720 $ 55,603 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year March 31, 2020 Remainder of 2020 $ 10,519 2021 11,262 2022 9,444 2023 4,714 2024 4,350 2025 and thereafter 12,431 Total $ 52,720 |
Note 5 - Long-term Debt, Net (T
Note 5 - Long-term Debt, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, 2020 December 31, 2019 Refinanced Term Loan due 2023 (less unamortized discount of $3,384 and $3,715, respectively) $ 45,904 $ 48,571 Note Payable due 2021 (less unamortized discount of $75 and $100, respectively) 2,425 2,400 Long-term debt, net 48,329 50,971 Less: Current portion of long-term debt (4,750 ) (6,873 ) Long-term debt, net (non-current) $ 43,579 $ 44,098 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year March 31, 2020 Remainder of 2020 $ 3,875 2021 4,750 2022 3,500 2023 39,663 2024 — Total maturities $ 51,788 |
Note 8 - Share-based Compensa_2
Note 8 - Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Fair value lower range $ 2.81 $ 1.58 $ 1.46 Fair value higher range $ 2.86 $ 1.61 $ 1.49 Exercise price $ 4.72 $ 2.56 $ 2.33 Expected term (in years) 1.0 1.3 1.0 1.6 1.0 1.5 Expected volatility 65 % 70 % 70 % Dividend yield — % — % — % Risk-free rate 2.61 % 1.85 % 1.05 % |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2019 2,120,000 $ 5.21 8.7 $ — Granted 478,000 $ 2.48 9.8 Expired (30,000 ) $ 7.14 — Outstanding as of March 31, 2020 2,568,000 $ 5.21 9.0 $ — Options exercisable as of March 31, 2020 1,086,000 $ 4.82 8.3 $ — |
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, 2019 2,008,000 $ 4.72 9.1 Granted 478,000 $ 2.48 9.8 Vested (1,004,000 ) $ 4.72 8.8 Unvested as of March 31, 2020 1,482,000 $ 4.00 9.1 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of units Weighted average grant-date fair value Unvested as of December 31, 2019 3,394,370 $ 8.03 Granted 1,214,326 $ 2.35 Vested and delivered (1,291,607 ) $ 3.56 Withheld as treasury stock (1) (175,732 ) $ 3.92 Vested not delivered (2) 520,334 $ 2.83 Forfeited (48,184 ) $ 3.85 Unvested as of March 31, 2020 3,613,507 $ 7.16 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended March 31, 2020 2019 Sales and marketing $ 218 $ 369 Product development 237 245 General and administrative 1,942 1,661 Share-based compensation expense 2,397 2,275 Capitalized in intangible assets 39 15 Total share-based compensation $ 2,436 $ 2,290 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2020 2019 Fluent segment revenue: United States $ 68,151 $ 58,654 International 9,411 7,907 Fluent segment revenue $ 77,562 $ 66,561 All Other segment revenue: United States $ 1,185 $ — International 187 — All Other segment revenue $ 1,372 $ — Segment income (loss) from operations: Fluent $ 2,428 $ 2,788 All Other (488 ) — Total income from operations 1,940 2,788 Interest expense, net (1,532 ) (1,778 ) Income before income taxes $ 408 $ 1,010 March 31 December 31 2020 2019 Total assets: Fluent $ 289,795 $ 296,714 All Other 18,459 20,379 Total assets $ 308,254 $ 317,093 |
Note 11 - Business Acquisition
Note 11 - Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | July 1, 2019 Cash and cash equivalents $ 56 Accounts receivable 7,835 Prepaid expenses and other current assets 54 Property and equipment 138 Intangible assets 4,700 Goodwill 4,983 Other non-current assets 28 Accounts payable (7,691 ) Accrued expenses and other current liabilities (418 ) Deferred revenue (33 ) Total net assets acquired $ 9,652 |
Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Fair Value Weighted Average Amortization Period (Years) Trade name & trademarks $ 300 4 Developed technology 2,100 4 Customer relationships 2,300 6 Goodwill 4,983 Total intangible assets, net $ 9,683 |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Contract with Customer, Liability, Current | $ 1,526 | $ 1,140 |
Unbilled Receivables, Current | $ 20,605 | $ 29,061 |
Note 2 - Income Per Share - Bas
Note 2 - Income Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net income | $ 408 | $ 1,045 |
Weighted average shares outstanding (in shares) | 75,771,019 | 75,621,360 |
Weighted average restricted shares vested not delivered (in shares) | 2,833,261 | 3,476,066 |
Total basic weighted average shares outstanding (in shares) | 78,604,280 | 79,097,426 |
Dilutive effect of assumed conversion of restricted stock units (in shares) | 149,490 | 769,495 |
Dilutive effect of assumed conversion of warrants (in shares) | 197,068 | |
Total diluted weighted average shares outstanding (in shares) | 78,753,770 | 80,063,989 |
Basic (in dollars per share) | $ 0.01 | $ 0.01 |
Diluted (in dollars per share) | $ 0.01 | $ 0.01 |
Note 2 - Income Per Share - Ant
Note 2 - Income Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total anti-dilutive securities (in shares) | 8,183,592 | 5,971,847 |
Restricted Stock Units (RSUs) [Member] | ||
Total anti-dilutive securities (in shares) | 3,216,816 | 2,164,404 |
Share-based Payment Arrangement, Option [Member] | ||
Total anti-dilutive securities (in shares) | 2,568,000 | 2,142,000 |
Warrant [Member] | ||
Total anti-dilutive securities (in shares) | 2,398,776 | 1,665,443 |
Note 3 - Intangible Assets, N_3
Note 3 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Amortization of Intangible Assets, Total | $ 3,547 | $ 3,125 | |
Finite-Lived Intangible Assets, Gross, Total | 106,386 | $ 105,721 | |
Software Developed for Internal Use, Not Commenced Amortization [Member] | |||
Finite-Lived Intangible Assets, Gross, Total | $ 119 |
Note 3 - Intangible Assets, N_4
Note 3 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Total gross amount | $ 106,386 | $ 105,721 |
Total accumulated amortization | (53,666) | (50,118) |
Intangible assets, net | $ 52,720 | 55,603 |
Computer Software, Intangible Asset [Member] | ||
Amortization period (Year) | 3 years | |
Total gross amount | $ 5,473 | 4,866 |
Total accumulated amortization | (2,369) | (1,995) |
Intangible assets, net | 3,104 | 2,871 |
Acquired Proprietary Technology [Member] | ||
Total gross amount | 13,719 | 13,661 |
Total accumulated amortization | (10,232) | (9,516) |
Intangible assets, net | $ 3,487 | 4,145 |
Acquired Proprietary Technology [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Acquired Proprietary Technology [Member] | Maximum [Member] | ||
Amortization period (Year) | 5 years | |
Customer Relationships [Member] | ||
Total gross amount | $ 37,286 | 37,286 |
Total accumulated amortization | (20,689) | (19,396) |
Intangible assets, net | $ 16,597 | 17,890 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortization period (Year) | 6 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Amortization period (Year) | 10 years | |
Trade Names [Member] | ||
Total gross amount | $ 16,657 | 16,657 |
Total accumulated amortization | (3,583) | (3,359) |
Intangible assets, net | $ 13,074 | 13,298 |
Trade Names [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Trade Names [Member] | Maximum [Member] | ||
Amortization period (Year) | 20 years | |
Internet Domain Names [Member] | ||
Amortization period (Year) | 20 years | |
Total gross amount | $ 191 | 191 |
Total accumulated amortization | (41) | (39) |
Intangible assets, net | 150 | 152 |
Database Rights [Member] | ||
Total gross amount | 31,292 | 31,292 |
Total accumulated amortization | (15,084) | (14,182) |
Intangible assets, net | $ 16,208 | 17,110 |
Database Rights [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Database Rights [Member] | Maximum [Member] | ||
Amortization period (Year) | 10 years | |
Noncompete Agreements [Member] | ||
Total gross amount | $ 1,768 | 1,768 |
Total accumulated amortization | (1,668) | (1,631) |
Intangible assets, net | $ 100 | $ 137 |
Noncompete Agreements [Member] | Minimum [Member] | ||
Amortization period (Year) | 2 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Amortization period (Year) | 5 years |
Note 3 - Intangible Assets, N_5
Note 3 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Remainder of 2020 | $ 10,519 | |
2021 | 11,262 | |
2022 | 9,444 | |
2023 | 4,714 | |
2024 | 4,350 | |
2025 and thereafter | 12,431 | |
Total | $ 52,720 | $ 55,603 |
Note 4 - Goodwill (Details Text
Note 4 - Goodwill (Details Textual) | 3 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill, Ending Balance | $ 164,774,000 | $ 164,774,000 |
Number of Reporting Units | 2 | |
Goodwill, Impairment Loss | $ 0 | |
Fluent [Member] | ||
Goodwill, Ending Balance | $ 159,791 | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 18.00% | |
Goodwill Impairment Test, Discount Rate | 13.00% | |
All Other Reporting Unit [Member] | ||
Goodwill, Ending Balance | $ 4,983 | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 4.00% | |
Goodwill Impairment Test, Discount Rate | 16.50% |
Note 5 - Long-term Debt, Net (D
Note 5 - Long-term Debt, Net (Details Textual) - USD ($) $ in Thousands | Mar. 26, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2019 |
Long-term Debt, Total | $ 48,329 | $ 50,971 | ||
Refinanced Term Loan [Member] | ||||
Debt Instrument, Face Amount | $ 70,000 | |||
Debt Instrument, Interest Rate Floor | 0.50% | |||
Debt Instrument, Quarterly Principal Amortization | $ 875 | |||
Long-term Debt, Total | 45,904 | 48,571 | ||
Debt Instrument, Unamortized Discount, Total | 3,384 | 3,715 | ||
Refinanced Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 7.00% | |||
Refinanced Term Loan [Member] | Base Rate [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | |||
Promissory Notes [Member] | ||||
Long-term Debt, Total | 2,425 | 2,400 | ||
Debt Instrument, Unamortized Discount, Total | $ 75 | $ 100 | ||
Promissory Notes [Member] | Asset Purchase Agreement [Member] | ||||
Long-term Debt, Total | $ 2,350 | |||
Debt Instrument, Unamortized Discount, Total | $ 150 | |||
Debt Instrument, Interest Rate, Effective Percentage | 4.28% |
Note 5 - Long-term Debt, Net -
Note 5 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term debt | $ 48,329 | $ 50,971 |
Less: Current portion of long-term debt | (4,750) | (6,873) |
Long-term debt, net (non-current) | 43,579 | 44,098 |
Refinanced Term Loan [Member] | ||
Long-term debt | 45,904 | 48,571 |
Promissory Notes [Member] | ||
Long-term debt | $ 2,425 | $ 2,400 |
Note 5 - Long-term Debt, Net _2
Note 5 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Refinanced Term Loan [Member] | ||
Long-term debt, unamortized discount | $ 3,384 | $ 3,715 |
Promissory Notes [Member] | ||
Long-term debt, unamortized discount | $ 75 | $ 100 |
Note 5 - Long-term Debt, Net _3
Note 5 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Remainder of 2020 | $ 3,875 |
2021 | 4,750 |
2022 | 3,500 |
2023 | 39,663 |
2024 | |
Total maturities | $ 51,788 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 3.00% | |
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 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 09, 2018 |
Common Stock, Shares, Issued, Total (in shares) | 79,809,417 | 78,642,078 | |||
Treasury Stock, Shares, Ending Balance (in shares) | 3,601,804 | 2,768,399 | |||
Payments for Repurchase of Warrants | $ 1,150 | ||||
Treasury Stock, Value, Ending Balance | $ 9,900 | $ 8,184 | |||
Treasury Stock, Shares, Acquired (in shares) | 657,673 | ||||
Class of Warrant or Right, Outstanding (in shares) | 2,398,776 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0005 | $ 0.0005 | |||
Warrant Repurchased During Period, Shares (in shares) | 300,000 | ||||
Amended Whitehorse Warrants [Member] | |||||
Class of Warrant or Right, Put Price (in dollars per share) | $ 3.8334 | ||||
Minimum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | 3.75 | 3.75 | |||
Maximum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | $ 6 | |||
Whitehorse Finance, Inc. [Member] | |||||
Stock Issued During Period, Warrants Exercise, Shares (in shares) | 300,000 | ||||
Whitehorse Finance, Inc. [Member] | Amended Whitehorse Warrants [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 186,667 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 3 | ||||
H.I.G. Whitehorse SMA ABF, L.P. [Member] | Amended Whitehorse Warrants [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 46,667 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0005 | ||||
H.I.G. Whitehorse SMA Holdings I, LLC [Member] | Amended Whitehorse Warrants [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 66,666 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 3 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 1,467,339 | ||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 175,732 |
Note 8 - Share-based Compensa_3
Note 8 - Share-based Compensation (Details Textual) - USD ($) $ in Thousands | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Share-based Payment Arrangement, Expense | $ 2,397 | $ 2,275 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 11,054 | |||||
Treasury Stock, Shares, Ending Balance (in shares) | 3,601,804 | 2,768,399 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 255 days | |||||
Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Payment Arrangement, Expense | $ 1,199 | 851 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 625 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Payment Arrangement, Expense | $ 1,237 | $ 1,439 | ||||
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other Than Options, Change in Vested And Unissued Shares (in shares) | (520,334) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 129,999 | |||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares) | 2,267,001 | |||||
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) | 21,120,761 | |||||
The 2018 Stock Incentive Plan [Member] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,984,253 | |||||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 5 years | |||||
The 2018 Stock Incentive Plan [Member] | Vesting if Stock Price is Above 125 Percent of Exercise Price For 20 Consecutive Days [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | 50.00% | |||
The 2018 Stock Incentive Plan [Member] | Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | 50.00% | |||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 133.33% | 133.33% | 125.00% | |||
The 2018 Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 177.78% | 177.78% | 156.25% |
Note 8 - Share-based Compensa_4
Note 8 - Share-based Compensation - Key Assumptions (Details) - $ / shares | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 |
Fair value lower range (in dollars per share) | $ 1.46 | $ 1.58 | $ 2.81 |
Fair value higher range (in dollars per share) | 1.49 | 1.61 | 2.86 |
Exercise price (in dollars per share) | $ 2.33 | $ 2.56 | $ 4.72 |
Expected volatility | 70.00% | 70.00% | 65.00% |
Dividend yield | |||
Risk-free rate | 1.05% | 1.85% | 2.61% |
Minimum [Member] | |||
Expected term (Year) | 1 year | 1 year | 1 year |
Maximum [Member] | |||
Expected term (Year) | 1 year 182 days | 1 year 219 days | 1 year 109 days |
Note 8 - Share-based Compensa_5
Note 8 - Share-based Compensation - Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Outstanding, number of options (in shares) | 2,120,000 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 5.21 | |
Outstanding, weighted average remaining contractual term (Year) | 9 years | 8 years 255 days |
Granted, number of options (in shares) | 478,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 2.48 | |
Granted, weighted average remaining contractual term (Year) | 9 years 292 days | |
Expired, number of options (in shares) | (30,000) | |
Expired, weighted average exercise price per share (in dollars per share) | $ 7.14 | |
Outstanding, number of options (in shares) | 2,568,000 | 2,120,000 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 5.21 | $ 5.21 |
Outstanding, aggregate intrinsic value | ||
Options exercisable, number of options (in shares) | 1,086,000 | |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 4.82 | |
Options exercisable, weighted average remaining contractual term (Year) | 8 years 109 days | |
Options exercisable, aggregate intrinsic value |
Note 8 - Share-based Compensa_6
Note 8 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Unvested, number of options (in shares) | 2,008,000 | |
Unvested, weighted average exercise price per share (in dollars per share) | $ 4.72 | |
Unvested, weighted average remaining contractual term (Year) | 9 years 36 days | 9 years 36 days |
Granted, number of options (in shares) | 478,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 2.48 | |
Granted, weighted average remaining contractual term (Year) | 9 years 292 days | |
Vested, number of options (in shares) | (1,004,000) | |
Vested, weighted average exercise price per share (in dollars per share) | $ 4.72 | |
Vested, weighted average remaining contractual term (Year) | 8 years 292 days | |
Unvested, number of options (in shares) | 1,482,000 | 2,008,000 |
Unvested, weighted average exercise price per share (in dollars per share) | $ 4 | $ 4.72 |
Note 8 - Share-based Compensa_7
Note 8 - Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended | |
Mar. 31, 2020$ / sharesshares | ||
Unvested, number of units (in shares) | shares | 3,394,370 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 8.03 | |
Granted, number of units (in shares) | shares | 1,214,326 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.35 | |
Vested and delivered, number of units (in shares) | shares | (1,291,607) | |
Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.56 | |
Withheld as treasury stock, number of units (in shares) | shares | (175,732) | [1] |
Withheld as treasury stock, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.92 | [1] |
Vested not delivered, number of units (in shares) | shares | 520,334 | [2] |
Vested not delivered, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.83 | [2] |
Forfeited, number of units (in shares) | shares | (48,184) | |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.85 | |
Unvested, number of units (in shares) | shares | 3,613,507 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 7.16 | |
[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 March 31, 2020, there were 3,601,804 outstanding shares of treasury stock. | |
[2] | Vested not delivered represents vested RSUs with delivery deferred to a future time. For the three months ended March 31, 2020, there was a net decrease of 520,334 shares included in vested not delivered balance as a result of the delivery of 650,333 shares, partially offset by the vesting of 129,999 shares with deferred delivery election. As of March 31, 2020, there were 2,267,001 outstanding RSUs included in 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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total share-based compensation expense | $ 2,397 | $ 2,275 |
Share-based compensation capitalized in intangible assets | 39 | 15 |
Total share-based compensation | 2,436 | 2,290 |
Selling and Marketing Expense [Member] | ||
Total share-based compensation expense | 218 | 369 |
Research and Development Expense [Member] | ||
Total share-based compensation expense | 237 | 245 |
General and Administrative Expense [Member] | ||
Total share-based compensation expense | $ 1,942 | $ 1,661 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) | 3 Months Ended |
Mar. 31, 2020 | |
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 | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenue | $ 78,934 | $ 66,561 | |
Total (loss) income from operations | 1,940 | 2,788 | |
Interest expense, net | (1,532) | (1,778) | |
Income before income taxes | 408 | 1,010 | |
Total assets | 308,254 | $ 317,093 | |
Fluent Segment [Member] | |||
Revenue | 77,562 | 66,561 | |
Total (loss) income from operations | 2,428 | 2,788 | |
Total assets | 289,795 | 296,714 | |
Other Segments [Member] | |||
Revenue | 1,372 | ||
Total (loss) income from operations | (488) | ||
Total assets | 18,459 | $ 20,379 | |
UNITED STATES | Fluent Segment [Member] | |||
Revenue | 68,151 | 58,654 | |
UNITED STATES | Other Segments [Member] | |||
Revenue | 1,185 | ||
Non-US [Member] | Fluent Segment [Member] | |||
Revenue | 9,411 | 7,907 | |
Non-US [Member] | Other Segments [Member] | |||
Revenue | $ 187 |
Note 10 - Contingencies (Detail
Note 10 - Contingencies (Details Textual) - New York City Department of Finance [Member] - State and Local Jurisdiction [Member] $ in Millions | Jan. 15, 2020USD ($) |
Income Tax Examination, Penalties and Interest Adjustment Requested | $ 8.2 |
Income Tax Examination, Interest Adjustment Requested | 2 |
Minimum [Member] | |
Income Tax Examination, Estimate of Possible Loss | 0.7 |
Maximum [Member] | |
Income Tax Examination, Estimate of Possible Loss | $ 3.7 |
Note 11 - Business Acquisitio_2
Note 11 - Business Acquisition (Details Textual) - USD ($) $ in Thousands | Jul. 01, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term Debt, Total | $ 48,329 | $ 50,971 | |
Promissory Notes [Member] | |||
Long-term Debt, Total | $ 2,425 | 2,400 | |
Asset Purchase Agreement [Member] | |||
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 7,302 | ||
Business Acquisition, Transaction Costs | $ 483 | ||
Asset Purchase Agreement [Member] | Promissory Notes [Member] | |||
Long-term Debt, Total | $ 2,350 |
Note 11 - Business Acquisitio_3
Note 11 - Business Acquisition - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2019 |
Goodwill | $ 164,774,000 | $ 164,774,000 | |
Asset Purchase Agreement [Member] | |||
Cash and cash equivalents | $ 56,000 | ||
Accounts receivable | 7,835,000 | ||
Prepaid expenses and other current assets | 54,000 | ||
Property and equipment | 138,000 | ||
Intangible assets | 4,700,000 | ||
Goodwill | 4,983,000 | ||
Other non-current assets | 28,000 | ||
Accounts payable | 7,691,000 | ||
Accrued expenses and other current liabilities | 418,000 | ||
Deferred revenue | 33,000 | ||
Total net assets acquired | $ 9,652,000 |
Note 11 - Business Acquisitio_4
Note 11 - Business Acquisition - Identifiable Intangible Assets Acquired (Details) - USD ($) | Jul. 01, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill, Ending Balance | $ 164,774,000 | $ 164,774,000 | |
Asset Purchase Agreement [Member] | |||
Goodwill, Ending Balance | $ 4,983,000 | ||
Intangible assets, net | 9,683,000 | ||
Asset Purchase Agreement [Member] | Trade Name and Trademarks [Member] | |||
Intangible assets, net | $ 300,000 | ||
Intangible assets, Weighted Average Amortization Period (Year) | 4 years | ||
Asset Purchase Agreement [Member] | Developed Technology Rights [Member] | |||
Intangible assets, net | $ 2,100,000 | ||
Intangible assets, Weighted Average Amortization Period (Year) | 4 years | ||
Asset Purchase Agreement [Member] | Customer Relationships [Member] | |||
Intangible assets, net | $ 2,300,000 | ||
Intangible assets, Weighted Average Amortization Period (Year) | 6 years |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) | Apr. 01, 2020 |
Subsequent Event [Member] | Winopoly, LLC [Member] | |
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% |