Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001460329 | |
Entity Registrant Name | Fluent, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37893 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0688094 | |
Entity Address, Address Line One | 300 Vesey Street, 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10282 | |
City Area Code | 646 | |
Local Phone Number | 669-7272 | |
Title of 12(b) Security | Common Stock, $0.0005 par value per share | |
Trading Symbol | FLNT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 79,798,165 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS: | ||
Cash and cash equivalents | $ 28,944 | $ 34,467 |
Accounts receivable, net of allowance for doubtful accounts of $368 and $313, respectively | 65,023 | 70,228 |
Prepaid expenses and other current assets | 2,138 | 2,505 |
Total current assets | 96,105 | 107,200 |
Property and equipment, net | 1,298 | 1,457 |
Operating lease right-of-use assets | 6,369 | 6,805 |
Intangible assets, net | 34,938 | 35,747 |
Goodwill | 166,180 | 165,088 |
Other non-current assets | 1,905 | 1,885 |
Total assets | 306,795 | 318,182 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Accounts payable | 12,782 | 16,130 |
Accrued expenses and other current liabilities | 28,823 | 33,932 |
Deferred revenue | 701 | 651 |
Current portion of long-term debt | 5,000 | 5,000 |
Current portion of operating lease liability | 2,228 | 2,227 |
Total current liabilities | 49,534 | 57,940 |
Long-term debt, net | 39,147 | 40,329 |
Operating lease liability | 5,213 | 5,692 |
Other non-current liabilities | 726 | 811 |
Total liabilities | 94,620 | 104,772 |
Contingencies (Note 10) | ||
Shareholders' equity: | ||
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods | 0 | 0 |
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 83,983,587 and 83,057,083, respectively; and Shares outstanding — 79,683,435 and 78,965,260, respectively (Note 7) | 42 | 42 |
Treasury stock, at cost — 4,300,152 and 4,091,823 Shares, respectively (Note 7) | (11,171) | (10,723) |
Additional paid-in capital | 420,285 | 419,059 |
Accumulated deficit | (196,981) | (194,968) |
Total shareholders' equity | 212,175 | 213,410 |
Total liabilities and shareholders' equity | $ 306,795 | $ 318,182 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for doubtful accounts | $ 368 | $ 313 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 83,983,587 | 83,057,083 |
Common stock, shares outstanding (in shares) | 79,683,435 | 78,965,260 |
Treasury stock, shares (in shares) | 4,300,152 | 4,091,823 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 89,063 | $ 70,170 |
Costs and expenses: | ||
Cost of revenue (exclusive of depreciation and amortization) | 67,562 | 50,990 |
Sales and marketing | 3,852 | 2,961 |
Product development | 4,556 | 3,434 |
General and administrative | 11,287 | 11,699 |
Depreciation and amortization | 3,307 | 3,373 |
Write-off of intangible assets | 128 | 0 |
Total costs and expenses | 90,692 | 72,457 |
Loss from operations | (1,629) | (2,287) |
Interest expense, net | (384) | (1,008) |
Loss on early extinguishment of debt | 0 | (2,964) |
Loss before income taxes | (2,013) | (6,259) |
Income tax benefit | 0 | 1 |
Net loss | $ (2,013) | $ (6,258) |
Basic and diluted loss per share: | ||
Basic (in dollars per share) | $ (0.02) | $ (0.08) |
Diluted (in dollars per share) | $ (0.02) | $ (0.08) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 80,889,052 | 81,892,593 |
Diluted (in shares) | 80,889,052 | 81,892,593 |
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, 2020 | 80,295,141 | 3,945,867 | |||
Balance at Dec. 31, 2020 | $ 40 | $ (9,999) | $ 411,753 | $ (184,909) | $ 216,885 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 1,735,682 | ||||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | (1) | 0 | ||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 109,144 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (624) | (624) | |||
Share-based compensation | 0 | 0 | 1,272 | 0 | 1,272 |
Net loss | $ 0 | $ 0 | 0 | (6,258) | (6,258) |
Balance (in shares) at Mar. 31, 2021 | 82,228,823 | 4,055,011 | |||
Exercise of stock options (in shares) | 198,000 | ||||
Exercise of stock options | 934 | 934 | |||
Balance at Mar. 31, 2021 | $ 41 | $ (10,623) | 413,958 | (191,167) | 212,209 |
Balance (in shares) at Dec. 31, 2021 | 83,057,083 | 4,091,823 | |||
Balance at Dec. 31, 2021 | $ 42 | $ (10,723) | 419,059 | (194,968) | 213,410 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 926,504 | ||||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 0 | 211 | $ 211 | ||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 208,329 | 208,329 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (448) | $ (448) | |||
Share-based compensation | 0 | 0 | 1,015 | 0 | 1,015 |
Net loss | $ 0 | $ 0 | 0 | (2,013) | (2,013) |
Balance (in shares) at Mar. 31, 2022 | 83,983,587 | 4,300,152 | |||
Balance at Mar. 31, 2022 | $ 42 | $ (11,171) | $ 420,285 | $ (196,981) | $ 212,175 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,013) | $ (6,258) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,307 | 3,373 |
Non-cash loan amortization expense | 68 | 202 |
Share-based compensation expense | 988 | 1,231 |
Non-cash loss on early extinguishment of debt | 0 | 2,198 |
Non-cash accrued compensation expense for Put/Call Consideration | 0 | 1,746 |
Write-off of intangible assets | 128 | 0 |
Provision for bad debt | 81 | (99) |
Changes in assets and liabilities, net of business acquisition: | ||
Accounts receivable | 5,127 | 4,764 |
Prepaid expenses and other current assets | 451 | (868) |
Other non-current assets | (13) | (196) |
Operating lease assets and liabilities, net | (42) | (45) |
Accounts payable | (3,348) | 5,792 |
Accrued expenses and other current liabilities | (6,251) | (7,393) |
Deferred revenue | (174) | 562 |
Other | (85) | (32) |
Net cash (used in) provided by operating activities | (1,776) | 4,977 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalized costs included in intangible assets | (1,071) | (816) |
Business acquisition, net of cash acquired | (971) | 0 |
Acquisition of property and equipment | (7) | (20) |
Net cash used in investing activities | (2,049) | (836) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of long-term debt, net of debt financing costs | 0 | 49,624 |
Repayments of long-term debt | (1,250) | (41,736) |
Exercise of stock options | 0 | 934 |
Prepayment penalty on debt extinguishment | 0 | (766) |
Taxes paid related to net share settlement of vesting of restricted stock units | (448) | (624) |
Net cash (used in) provided by financing activities | (1,698) | 7,432 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (5,523) | 11,573 |
Cash, cash equivalents and restricted cash at beginning of period | 34,467 | 22,567 |
Cash, cash equivalents and restricted cash at end of period | 28,944 | 34,140 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 301 | 772 |
Cash paid for income taxes | 34 | 15 |
Share-based compensation capitalized in intangible assets | 27 | 41 |
Liability incurred for deferred payment in connection with True North acquisition | 860 | 0 |
Contingent consideration in connection with True North acquisition | 250 | 0 |
Equity issued in connection with True North acquisition | $ 211 | $ 0 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 ended March 31, 2022 2021, not December 31, 2022 From time to time, the Company may may April 1, 2020 August 31, 2021, 11 Business acquisition 12 Variable Interest Entity September 1, 2021, The information included in this quarterly report on Form 10 10 December 31, 2021 2021 10 March 9, 2021. December 31, 2021 2021 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 326" , The new guidance is effective for annual and interim periods beginning after December 15, 2022 , and early adoption is permitted. In March 2020, 2020 04, Reference Rate Reform : Facilitation of the Effects of Reference Rate Reform on Financial Reporting 848" March 12, 2020 December 31, 2022. not (c) Revenue recognition On January 1, 2018, Revenue from Contracts with Customers, 606" 606 10 55 18 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, 2022 December 31, 2021 December 31, 2021 first 2022 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, 2022 December 31, 2021 not (d) Use of estimates The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, purchase accounting, put/call consideration, consolidation of variable interest entity, accruals for contingencies and allowance for deferred tax assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Note 2 - Loss Per Share
Note 2 - Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 2. Basic loss per share is computed by dividing net loss 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, 2022 2021 Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (2,013 ) $ (6,258 ) Denominator: Weighted average shares outstanding 79,161,367 79,608,513 Weighted average restricted shares vested not delivered 1,727,684 2,284,080 Total basic weighted average shares outstanding 80,889,052 81,892,593 Dilutive effect of assumed conversion of restricted stock units — — Total diluted weighted average shares outstanding 80,889,052 81,892,593 Basic and diluted loss per share: Basic $ (0.02 ) $ (0.08 ) Diluted $ (0.02 ) $ (0.08 ) Based upon exercise prices to the average stock prices for the three March 31, 2022 2021, Three Months Ended March 31, 2022 2021 Restricted stock units 1,985,611 3,042,873 Stock options 2,139,000 2,204,000 Warrants 833,333 833,333 Total anti-dilutive securities 4,957,944 6,080,206 |
Note 3 - Intangible Assets, Net
Note 3 - Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 December 31, 2021 Gross amount: Software developed for internal use 3 $ 10,603 9,552 Acquired proprietary technology 3- 5 15,824 14,844 Customer relationships 5- 10 38,068 37,886 Trade names 4- 20 16,657 16,657 Domain names 20 195 191 Databases 5- 10 31,292 31,292 Non-competition agreements 2- 5 1,768 1,768 Total gross amount 114,407 112,190 Accumulated amortization: Software developed for internal use (5,864 ) (5,263 ) Acquired proprietary technology (13,571 ) (13,402 ) Customer relationships (31,317 ) (29,948 ) Trade names (5,368 ) (5,145 ) Domain names (60 ) (58 ) Databases (21,521 ) (20,859 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (79,469 ) (76,443 ) Net intangible assets: Software developed for internal use 4,739 4,289 Acquired proprietary technology 2,253 1,442 Customer relationships 6,751 7,938 Trade names 11,289 11,512 Domain names 135 133 Databases 9,771 10,433 Total intangible assets, net $ 34,938 $ 35,747 The gross amounts associated with software developed for internal use primarily represent capitalized costs of 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, effective December 8, 2015 ( the acquisition of Q Interactive, LLC, effective June 8, 2016 ( , effective July 1, 2019 ( April 1, 2020 ( 11 , Business acquisition January 1, 2022 ( 11 , Business acquisition). no 11, Business acquisition. The Company completed its quarterly triggering event assessments for the three March 31, 2022 no Amortization expense of $3,141 and $3,177 for the three March 31, 2022 2021 March 31, 2022 not not As of March 31, 2022 2022 2027 Year March 31, 2022 Remainder of 2022 $ 7,828 2023 6,608 2024 6,459 2025 5,033 2026 1,450 2027 and thereafter 7,560 Total $ 34,938 |
Note 4 - Goodwill
Note 4 - Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 4. Goodwill represents consideration in excess of fair value of net assets acquired in a business combination. As of March 31, 2022 , the total balance of goodw ill was $166,180 , an increase of $1,092 from December 31, 2021, True North Acquisition 11 , Business acquisition). The balance also r elates to the acquisition of Interactive Data, LLC, the Fluent LLC Acquisition, the Q Interactive Acquisition, the AdParlor Acquisition, and the Initial Winopoly Acquisition (see Note 11 , Business acquisition no 11, Business acquisition In accordance with ASC 350, Intangibles - Goodwill and Other, may not not October 1. The Company completed its quarterly triggering event assessments for the three March 31, 2022 no |
Note 5 - Long-term Debt, Net
Note 5 - Long-term Debt, Net | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. Long-term debt, net, related to the Refinanced Term Loan, the New Credit Facility Term Loan, and Note Payable (each as defined below) consisted of the following: March 31, 2022 December 31, 2021 New Credit Facility Term Loan due 2026 (less unamortized discount and financing costs of $ 853 921 $ 44,147 $ 45,329 Less: Current portion of long-term debt (5,000 ) (5,000 ) Long-term debt, net (non-current) $ 39,147 $ 40,329 Refinanced Term Loan On March 31, 2021, December 8, 2015 March 26, 2023 ( New Credit Facility On March 31, 2021, The proceeds of the Term Loan were used to repay all outstanding amounts under the Refinanced Term Loan, including transaction fees and expenses, and for working capital and other general corporate purposes. Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin, plus, at the Company's option, either a base rate or a LIBOR rate (subject to a floor of 0.25%). The applicable margin is between 0.75% and 1.75% for base rate borrowings and 1.75% and 2.75% for LIBOR rate borrowings, depending upon the Company's consolidated leverage ratio. The opening interest rate of the New Credit Facility was 2.50% (LIBOR + 2.25%) and as of March 2022, Borrowings under the Credit Agreement are secured by substantially all of the assets of Fluent, LLC and, subject to certain exclusions, each of its existing and future U.S. subsidiaries. Such assets include, subject to certain limitations, the equity interests of each of the existing and future direct and indirect U.S. subsidiaries of Fluent, LLC. The Credit Agreement contains negative covenants that, among other things, limit Fluent, LLC's ability to: incur indebtedness; grant liens on its assets; enter into certain investments; consummate fundamental change transactions; engage in mergers or acquisitions or dispose of assets; enter into certain transactions with affiliates; make changes to its fiscal year; enter into certain restrictive agreements; and make certain restricted payments (including for dividends and stock repurchases, which are generally prohibited except in a few circumstances and/or up to specified amounts). Each of these limitations are subject to various conditions. The Credit Agreement matures on March 31, 2026 June 30, 2021. March 31, 2022 September 1, 2021, 11 10 Maturities As of March 31, 2022 Year March 31, 2022 Remainder of 2022 $ 3,750 2023 5,000 2024 5,000 2025 5,000 2026 26,250 Total maturities $ 45,000 Fair value As of March 31, 2022 2 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 December 31, 2021 may For the three March 31, 2022 2021 The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances, and information available as of the reporting dates. For those tax positions where it is more-likely-than- not 50% not not no As of March 31, 2022 December 31, 2021 no March 31, 2022 not The Company does not twelve |
Note 7 - Common Stock, Treasury
Note 7 - Common Stock, Treasury Stock and Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Common stock As of March 31, 2022 December 31, 2021 For the three March 31, 2022 Treasury stock As of March 31, 2022 December 31, 2021 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, 2022 8 Share-based compensation. Warrants As of March 31, 2022 December 31, 2021 On July 9, 2018 November 2017, not 300,000 January 1, 2019 December 15, 2019. December 6, 2019, December 15, 2019 January 31, 2020. January 31, 2020, |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 8. As of March 31, 2022 two 2015 2018 "2018 March 31, 2022 Stock options The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company executives, which were issued on February 1, 2019, December 20, 2019, March 1, 2020, March 1, 2021 2018 twenty twenty no first March 31, 2022 first February 1, 2019, December 20, 2019 March 1, 2020 second December 20, 2019 March 1, 2020 fifth Issuance Date February 1, 2019 December 20, 2019 March 1, 2020 March 1, 2021 Fair value lower range $ 2.81 $ 1.58 $ 1.46 $ 4.34 Fair value higher range $ 2.86 $ 1.61 $ 1.49 $ 4.43 Exercise price $ 4.72 $ 2.56 $ 2.33 $ 6.33 Expected term (in years) 1.0 - 1.3 1.0 - 1.6 1.0 - 1.5 1.0 - 1.3 Expected volatility 65 % 70 % 70 % 80 % Dividend yield — % — % — % — % Risk-free rate 2.61 % 1.85 % 1.05 % 1.18 % For the three March 31, 2022 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2021 2,204,000 $ 4.41 7.1 $ — Granted — — — — Exercised — — — — Expired (65,000) 1.10 — — Outstanding as of March 31, 2022 2,139,000 $ 4.37 7.1 $ — Options exercisable as of March 31, 2022 1,242,000 $ 3.98 7.1 $ — 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 March 31, 2022 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2021 897,000 $ 4.91 7.3 Granted — — — Vested — — — Unvested as of March 31, 2022 897,000 $ 4.91 7.1 Compensation expense recognized for stock options of $105 and $167 for the three March 31, 2022 2021 March 31, 2022 Restricted stock units and restricted stock For the three March 31, 2022 Number of units Weighted average grant-date fair value Unvested as of December 31, 2021 3,111,321 $ 8.03 Granted 100,000 $ 2.11 Vested and delivered (718,175 ) $ 4.16 Withheld as treasury stock (1) (208,329 ) $ 4.56 Vested not delivered (2) (45,731 ) $ 3.42 Forfeited (253,475 ) $ 3.75 Unvested as of March 31, 2022 1,985,611 $ 10.15 ( 1 As discussed in Note 7 Common stock, treasury stock and warrants, March 31, 2022 ( 2 Vested not three March 31, 2022 not March 31, 2022 not Compensation expense recognized for RSUs and restricted stock of $910 and $1,105 for the three March 31, 2022 2021 As of March 31, 2022 For the three March 31, 2022 2021 Three Months Ended March 31, 2022 2021 Sales and marketing $ 170 $ 163 Product development 160 268 General and administrative 658 800 Share-based compensation expense 988 1,231 Capitalized in intangible assets 27 41 Total share-based compensation $ 1,015 $ 1,272 |
Note 9 - Segment Information
Note 9 - Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
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 earnings before interest, taxes, depreciation and amortization ("EBITDA"). As of March 31, 2022 Summarized financial information concerning the Company's segments is shown in the following tables below: Three Months Ended March 31, 2022 2021 Fluent segment revenue: United States $ 60,659 $ 58,252 International 25,375 9,290 Fluent segment revenue $ 86,034 $ 67,542 All Other segment revenue: United States $ 2,989 $ 2,597 International 40 31 All Other segment revenue $ 3,029 $ 2,628 Segment EBITDA Fluent segment EBITDA $ 1,921 $ 1,410 All Other segment EBITDA (243 ) (324 ) Total EBITDA 1,678 1,086 Depreciation and amortization 3,307 3,373 Total loss from operations $ (1,629 ) $ (2,287 ) March 31, December 31, 2022 2021 Total assets: Fluent $ 290,311 $ 297,768 All Other 16,484 20,414 Total assets $ 306,795 $ 318,182 As of March 31, 2022, For the three March 31, 2022, |
Note 10 - Contingencies
Note 10 - Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 10. In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. On October 26, 2018, 63 12 349, No. 17 108. May 6, 2021, March 31, 2021 June 30, 2021. On December 13, 2018, March 12, 2020, not On June 27, 2019, two December 1, 2010 November 30, 2019, January 14 15, 2020, March 4, 2020. July 22 31, 2020, October 16, 2020, March 31, 2022, April 1, 2022. On January 28, 2020, 15 §45 16 310, not On October 6, 2020, 73 201 1 et seq. 73 2241 et. seq. 16 310 February 14, 2022, not |
Note 11 - Business Acquisition
Note 11 - Business Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 11. True North acquisition On January 1, 2022 , first second five 2018 805, three March 31, 2022 , , three March 31, 2022 On January 1, 2022, one five not not Below is a summary of the purchase price allocation of the True North acquisition: Cash $ 29 Accounts receivable, net 3 Prepaid expenses and other current assets 84 Intangible assets: Customer list 182 Developed technology 1,180 Goodwill 1,092 Other non-current assets 7 Liabilities assumed (256) Consideration transferred $ 2,321 Certain fair values may may not one Winopoly acquisition On April 1, 2020, eighteen first 2021, May 17, 2021, not third 805, . On April 1, 2020, five three not In connection with the Initial Winopoly Acquisition, at any time between the fourth sixth 50% 50% 4.0 x twelve five six On September 1, 2021, January 31, 2022, first second 2018 December 31, 2021, Although the sellers maintained an equity interest in Winopoly through August 31, 2021, third no six four two three March 31, 2021, |
Note 12 - Variable Interest Ent
Note 12 - Variable Interest Entity | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Variable Interest Entity Disclosure [Text Block] | 12. The Company determined that, following the Initial Winopoly Acquisition, Winopoly qualified as a VIE for which the Company was a primary beneficiary (see Note 11 Business acquisition The Company's conclusion that Winopoly was a VIE, and the Company was its primary beneficiary, derived from contractual arrangements that provided the Company with control over certain activities that most significantly impacted its economic performance. These significant activities included the compliance practices of Winopoly and the Company's provisions of leads that Winopoly used to generate its revenue, which ultimately gave the Company its controlling interest. The Company therefore consolidated Winopoly in its consolidated financial statements from the inception of the Initial Winopoly Acquisition, inclusive of deemed compensation expense to the sellers for services rendered. On September 1, 2021, 3 Intangible assets, net 4 Goodwill 11 Business acquisition). |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 ended March 31, 2022 2021, not December 31, 2022 From time to time, the Company may may April 1, 2020 August 31, 2021, 11 Business acquisition 12 Variable Interest Entity September 1, 2021, The information included in this quarterly report on Form 10 10 December 31, 2021 2021 10 March 9, 2021. December 31, 2021 2021 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 326" , The new guidance is effective for annual and interim periods beginning after December 15, 2022 , and early adoption is permitted. In March 2020, 2020 04, Reference Rate Reform : Facilitation of the Effects of Reference Rate Reform on Financial Reporting 848" March 12, 2020 December 31, 2022. not |
Revenue from Contract with Customer [Policy Text Block] | (c) Revenue recognition On January 1, 2018, Revenue from Contracts with Customers, 606" 606 10 55 18 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, 2022 December 31, 2021 December 31, 2021 first 2022 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, 2022 December 31, 2021 not |
Use of Estimates, Policy [Policy Text Block] | (d) Use of estimates The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, purchase accounting, put/call consideration, consolidation of variable interest entity, accruals for contingencies and allowance for deferred tax assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable, but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Note 2 - Loss Per Share (Tables
Note 2 - Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (2,013 ) $ (6,258 ) Denominator: Weighted average shares outstanding 79,161,367 79,608,513 Weighted average restricted shares vested not delivered 1,727,684 2,284,080 Total basic weighted average shares outstanding 80,889,052 81,892,593 Dilutive effect of assumed conversion of restricted stock units — — Total diluted weighted average shares outstanding 80,889,052 81,892,593 Basic and diluted loss per share: Basic $ (0.02 ) $ (0.08 ) Diluted $ (0.02 ) $ (0.08 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 2022 2021 Restricted stock units 1,985,611 3,042,873 Stock options 2,139,000 2,204,000 Warrants 833,333 833,333 Total anti-dilutive securities 4,957,944 6,080,206 |
Note 3 - Intangible Assets, N_2
Note 3 - Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortization period (in years) March 31, 2022 December 31, 2021 Gross amount: Software developed for internal use 3 $ 10,603 9,552 Acquired proprietary technology 3- 5 15,824 14,844 Customer relationships 5- 10 38,068 37,886 Trade names 4- 20 16,657 16,657 Domain names 20 195 191 Databases 5- 10 31,292 31,292 Non-competition agreements 2- 5 1,768 1,768 Total gross amount 114,407 112,190 Accumulated amortization: Software developed for internal use (5,864 ) (5,263 ) Acquired proprietary technology (13,571 ) (13,402 ) Customer relationships (31,317 ) (29,948 ) Trade names (5,368 ) (5,145 ) Domain names (60 ) (58 ) Databases (21,521 ) (20,859 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (79,469 ) (76,443 ) Net intangible assets: Software developed for internal use 4,739 4,289 Acquired proprietary technology 2,253 1,442 Customer relationships 6,751 7,938 Trade names 11,289 11,512 Domain names 135 133 Databases 9,771 10,433 Total intangible assets, net $ 34,938 $ 35,747 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year March 31, 2022 Remainder of 2022 $ 7,828 2023 6,608 2024 6,459 2025 5,033 2026 1,450 2027 and thereafter 7,560 Total $ 34,938 |
Note 5 - Long-term Debt, Net (T
Note 5 - Long-term Debt, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | March 31, 2022 December 31, 2021 New Credit Facility Term Loan due 2026 (less unamortized discount and financing costs of $ 853 921 $ 44,147 $ 45,329 Less: Current portion of long-term debt (5,000 ) (5,000 ) Long-term debt, net (non-current) $ 39,147 $ 40,329 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year March 31, 2022 Remainder of 2022 $ 3,750 2023 5,000 2024 5,000 2025 5,000 2026 26,250 Total maturities $ 45,000 |
Note 8 - Share-based Compensa_2
Note 8 - Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Issuance Date February 1, 2019 December 20, 2019 March 1, 2020 March 1, 2021 Fair value lower range $ 2.81 $ 1.58 $ 1.46 $ 4.34 Fair value higher range $ 2.86 $ 1.61 $ 1.49 $ 4.43 Exercise price $ 4.72 $ 2.56 $ 2.33 $ 6.33 Expected term (in years) 1.0 - 1.3 1.0 - 1.6 1.0 - 1.5 1.0 - 1.3 Expected volatility 65 % 70 % 70 % 80 % Dividend yield — % — % — % — % Risk-free rate 2.61 % 1.85 % 1.05 % 1.18 % |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2021 2,204,000 $ 4.41 7.1 $ — Granted — — — — Exercised — — — — Expired (65,000) 1.10 — — Outstanding as of March 31, 2022 2,139,000 $ 4.37 7.1 $ — Options exercisable as of March 31, 2022 1,242,000 $ 3.98 7.1 $ — |
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, 2021 897,000 $ 4.91 7.3 Granted — — — Vested — — — Unvested as of March 31, 2022 897,000 $ 4.91 7.1 |
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, 2021 3,111,321 $ 8.03 Granted 100,000 $ 2.11 Vested and delivered (718,175 ) $ 4.16 Withheld as treasury stock (1) (208,329 ) $ 4.56 Vested not delivered (2) (45,731 ) $ 3.42 Forfeited (253,475 ) $ 3.75 Unvested as of March 31, 2022 1,985,611 $ 10.15 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended March 31, 2022 2021 Sales and marketing $ 170 $ 163 Product development 160 268 General and administrative 658 800 Share-based compensation expense 988 1,231 Capitalized in intangible assets 27 41 Total share-based compensation $ 1,015 $ 1,272 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2022 2021 Fluent segment revenue: United States $ 60,659 $ 58,252 International 25,375 9,290 Fluent segment revenue $ 86,034 $ 67,542 All Other segment revenue: United States $ 2,989 $ 2,597 International 40 31 All Other segment revenue $ 3,029 $ 2,628 Segment EBITDA Fluent segment EBITDA $ 1,921 $ 1,410 All Other segment EBITDA (243 ) (324 ) Total EBITDA 1,678 1,086 Depreciation and amortization 3,307 3,373 Total loss from operations $ (1,629 ) $ (2,287 ) March 31, December 31, 2022 2021 Total assets: Fluent $ 290,311 $ 297,768 All Other 16,484 20,414 Total assets $ 306,795 $ 318,182 |
Note 11 - Business Acquisition
Note 11 - Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Below is a summary of the purchase price allocation of the True North acquisition: Cash $ 29 Accounts receivable, net 3 Prepaid expenses and other current assets 84 Intangible assets: Customer list 182 Developed technology 1,180 Goodwill 1,092 Other non-current assets 7 Liabilities assumed (256) Consideration transferred $ 2,321 |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Liability, Current | $ 701 | $ 651 |
Unbilled Receivables, Current | $ 29,958 | $ 31,842 |
Note 2 - Loss Per Share - Basic
Note 2 - Loss Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss | $ (2,013) | $ (6,258) |
Weighted average shares outstanding (in shares) | 79,161,367 | 79,608,513 |
Weighted average restricted shares vested not delivered (in shares) | 1,727,684 | 2,284,080 |
Total basic weighted average shares outstanding (in shares) | 80,889,052 | 81,892,593 |
Total diluted weighted average shares outstanding (in shares) | 80,889,052 | 81,892,593 |
Basic (in dollars per share) | $ (0.02) | $ (0.08) |
Diluted (in dollars per share) | $ (0.02) | $ (0.08) |
Restricted Stock Units (RSUs) [Member] | ||
Dilutive effect of assumed conversion of share-based payment arrangement (in shares) | 0 | 0 |
Note 2 - Loss Per Share - Antid
Note 2 - Loss Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total anti-dilutive securities (in shares) | 4,957,944 | 6,080,206 |
Restricted Stock Units (RSUs) [Member] | ||
Total anti-dilutive securities (in shares) | 1,985,611 | 3,042,873 |
Share-Based Payment Arrangement, Option [Member] | ||
Total anti-dilutive securities (in shares) | 2,139,000 | 2,204,000 |
Warrant [Member] | ||
Total anti-dilutive securities (in shares) | 833,333 | 833,333 |
Note 3 - Intangible Assets, N_3
Note 3 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | Sep. 01, 2020 | Apr. 01, 2020 | |
Amortization of Intangible Assets | $ 3,141 | $ 3,177 | ||||
Finite-Lived Intangible Assets, Gross, Total | 114,407 | $ 112,190 | ||||
Software Developed for Internal Use, Not Commenced Amortization [Member] | ||||||
Finite-Lived Intangible Assets, Gross, Total | $ 968 | |||||
Winopoly, LLC [Member] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100.00% | 100.00% | ||||
True North Loyalty, Llc [Member] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Note 3 - Intangible Assets, N_4
Note 3 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Total gross amount | $ 114,407 | $ 112,190 |
Total accumulated amortization | 79,469 | 76,443 |
Total accumulated amortization | (79,469) | (76,443) |
Intangible assets, net | $ 34,938 | 35,747 |
Computer Software, Intangible Asset [Member] | ||
Amortization period (Year) | 3 years | |
Total gross amount | $ 10,603 | 9,552 |
Total accumulated amortization | (5,864) | (5,263) |
Total accumulated amortization | 5,864 | 5,263 |
Intangible assets, net | 4,739 | 4,289 |
Acquired Proprietary Technology [Member] | ||
Total gross amount | 15,824 | 14,844 |
Total accumulated amortization | (13,571) | (13,402) |
Total accumulated amortization | 13,571 | 13,402 |
Intangible assets, net | $ 2,253 | 1,442 |
Acquired Proprietary Technology [Member] | Minimum [Member] | ||
Amortization period (Year) | 3 years | |
Customer Relationships [Member] | ||
Total gross amount | $ 38,068 | 37,886 |
Total accumulated amortization | (31,317) | (29,948) |
Total accumulated amortization | 31,317 | 29,948 |
Intangible assets, net | $ 6,751 | 7,938 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Trade Names [Member] | ||
Total gross amount | $ 16,657 | 16,657 |
Total accumulated amortization | (5,368) | (5,145) |
Total accumulated amortization | 5,368 | 5,145 |
Intangible assets, net | $ 11,289 | 11,512 |
Trade Names [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Internet Domain Names [Member] | ||
Amortization period (Year) | 20 years | |
Total gross amount | $ 195 | 191 |
Total accumulated amortization | (60) | (58) |
Total accumulated amortization | 60 | 58 |
Intangible assets, net | 135 | 133 |
Database Rights [Member] | ||
Total gross amount | 31,292 | 31,292 |
Total accumulated amortization | (21,521) | (20,859) |
Total accumulated amortization | 21,521 | 20,859 |
Intangible assets, net | $ 9,771 | 10,433 |
Database Rights [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Noncompete Agreements [Member] | ||
Total gross amount | $ 1,768 | 1,768 |
Total accumulated amortization | (1,768) | (1,768) |
Total accumulated amortization | $ 1,768 | $ 1,768 |
Noncompete Agreements [Member] | Minimum [Member] | ||
Amortization period (Year) | 2 years |
Note 3 - Intangible Assets, N_5
Note 3 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Remainder of 2022 | $ 7,828 | |
2023 | 6,608 | |
2024 | 6,459 | |
2025 | 5,033 | |
2026 | 1,450 | |
2027 and thereafter | 7,560 | |
Total | $ 34,938 | $ 35,747 |
Note 4 - Goodwill (Details Text
Note 4 - Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2020 | Apr. 01, 2020 | |
Goodwill, Ending Balance | $ 166,180 | $ 165,088 | ||
Goodwill, Acquired During Period | $ 1,092 | |||
Winopoly, LLC [Member] | ||||
Goodwill, Ending Balance | $ 1,131 | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100.00% | 100.00% |
Note 5 - Long-term Debt, Net (D
Note 5 - Long-term Debt, Net (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Gain (Loss) on Extinguishment of Debt, Total | $ 0 | $ (2,964) | |
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 0 | $ 766 | |
The Credit Agreement [Member] | |||
Debt Instrument, LIBOR Floor | 0.25% | ||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | 2.75% | 2.50% |
The Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | 2.50% | |
The Credit Agreement [Member] | Minimum [Member] | Base Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
The Credit Agreement [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
The Credit Agreement [Member] | Maximum [Member] | Base Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
The Credit Agreement [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||
The Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | $ 15,000 | |
The Refinanced Term Loan [Member] | |||
Extinguishment of Debt, Amount | 38,318 | ||
Gain (Loss) on Extinguishment of Debt, Total | (2,964) | ||
Payment for Debt Extinguishment or Debt Prepayment Cost | 766 | ||
New Credit Facility Term Loan [Member] | The Credit Agreement [Member] | |||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |
Debt Instrument, Quarterly Principal Amortization | $ 1,250 |
Note 5 - Long-term Debt, Net -
Note 5 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
New Credit Facility Term Loan due 2026 (less unamortized discount and financing costs of $853 and $921, respectively) | $ 39,147 | $ 40,329 |
Less: Current portion of long-term debt | (5,000) | (5,000) |
The Credit Agreement [Member] | New Credit Facility Term Loan [Member] | ||
New Credit Facility Term Loan due 2026 (less unamortized discount and financing costs of $853 and $921, respectively) | $ 44,147 | $ 45,329 |
Note 5 - Long-term Debt, Net _2
Note 5 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
The Credit Agreement [Member] | New Credit Facility Term Loan [Member] | ||
Long-term debt, unamortized discount | $ 853 | $ 921 |
Note 5 - Long-term Debt, Net _3
Note 5 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Remainder of 2022 | $ 3,750 |
2023 | 5,000 |
2024 | 5,000 |
2025 | 5,000 |
2026 | 26,250 |
Total maturities | $ 45,000 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 0.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Unrecognized Tax Benefits, Ending Balance | $ 1,480 | $ 1,480 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 0 |
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, 2022 | Dec. 31, 2021 | Jul. 09, 2018 |
Common Stock, Shares, Issued (in shares) | 83,983,587 | 83,057,083 | |||
Treasury Stock, Shares, Total (in shares) | 4,300,152 | 4,091,823 | |||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 208,329 | ||||
Treasury Stock, Value, Total | $ 11,171 | $ 10,723 | |||
Class of Warrant or Right, Outstanding (in shares) | 833,333 | 833,333 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0005 | $ 0.0005 | |||
Warrant Repurchased During Period, Shares (in shares) | 300,000 | ||||
Payments for Repurchase of Warrants | $ 1,150 | ||||
Whitehorse Finance, Inc. [Member] | |||||
Stock Issued During Period, Warrants Exercise, Shares (in shares) | 300,000 | ||||
Amended Whitehorse Warrants [Member] | |||||
Class of Warrant or Right, Put Price (in dollars per share) | $ 3.8334 | ||||
Amended Whitehorse Warrants [Member] | H.I.G. Whitehorse SMA ABF, L.P. [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 46,667 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0005 | ||||
Amended Whitehorse Warrants [Member] | H.I.G. Whitehorse SMA Holdings I, LLC [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 66,666 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 3 | ||||
Amended Whitehorse Warrants [Member] | Whitehorse Finance, Inc. [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 186,667 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 3 | ||||
Minimum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | 3.75 | 3.75 | |||
Maximum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | $ 6 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 926,504 | ||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 208,329 |
Note 8 - Share-based Compensa_3
Note 8 - Share-based Compensation (Details Textual) - USD ($) $ in Thousands | Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 |
Share-Based Payment Arrangement, Expense | $ 988 | $ 1,231 | ||||||
Treasury Stock, Shares, Total (in shares) | 4,300,152 | 4,091,823 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 6,089 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 9 months 18 days | |||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Payment Arrangement, Expense | $ 105 | 167 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 20 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Payment Arrangement, Expense | $ 910 | $ 1,105 | ||||||
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other Than Options, Change in Vested And Unissued Shares (in shares) | 45,731 | |||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares) | 1,737,397 | |||||||
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) | 21,468,344 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 909,251 | |||||||
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% | |||||||
The 2018 Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 133.33% | 133.33% | 133.33% | 125.00% | ||||
The 2018 Stock Incentive Plan [Member] | Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||
The 2018 Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 177.78% | 177.78% | 177.78% | 156.25% |
Note 8 - Share-based Compensa_4
Note 8 - Share-based Compensation - Key Assumptions (Details) - $ / shares | Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 |
Fair value lower range (in dollars per share) | $ 1,460 | $ 1,580 | $ 2,810 | |
Fair value higher range (in dollars per share) | 1,490 | 1,610 | 2,860 | |
Exercise price (in dollars per share) | $ 2,330 | $ 2,560 | $ 4,720 | |
Expected volatility | 80.00% | 70.00% | 70.00% | 65.00% |
Risk-free rate | 1.05% | 1.85% | 2.61% | |
Maximum [Member] | ||||
Fair value lower range (in dollars per share) | $ 4,340 | |||
Fair value higher range (in dollars per share) | 4,430 | |||
Exercise price (in dollars per share) | $ 6,330 | |||
Expected term (Year) | 1 year 3 months 18 days | 1 year 6 months | 1 year 7 months 6 days | 1 year 3 months 18 days |
Risk-free rate | 1.18% | |||
Minimum [Member] | ||||
Expected term (Year) | 1 year | 1 year | 1 year | 1 year |
Note 8 - Share-based Compensa_5
Note 8 - Share-based Compensation - Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Outstanding, number of options (in shares) | shares | 2,204,000 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 4.41 |
Outstanding, weighted average remaining contractual term (Year) | 7 years 1 month 6 days |
Granted (in dollars per share) | |
Expired, number of options (in shares) | shares | (65,000) |
Expired, weighted average exercise price per share (in dollars per share) | $ 1.10 |
Outstanding, number of options (in shares) | shares | 2,139,000 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 4.37 |
Balance, aggregate intrinsic value | $ | |
Options exercisable, number of options (in shares) | shares | 1,242,000 |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 3.98 |
Options exercisable, weighted average remaining contractual term (Year) | 7 years 1 month 6 days |
Note 8 - Share-based Compensa_6
Note 8 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares | 2 Months Ended | 12 Months Ended |
Mar. 01, 2022 | Dec. 31, 2021 | |
Unvested, number of options (in shares) | 897,000 | |
Unvested, weighted average exercise price per share (in dollars per share) | $ 4.91 | |
Unvested, weighted average remaining contractual term (Year) | 7 years 1 month 6 days | 7 years 3 months 18 days |
Granted, number of options (in shares) | 0 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 0 | |
Vested, number of options (in shares) | 0 | |
Unvested, number of options (in shares) | 897,000 | 897,000 |
Unvested, weighted average exercise price per share (in dollars per share) | $ 4.91 | $ 4.91 |
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, 2022$ / sharesshares | ||
Unvested, number of units (in shares) | shares | 3,111,321 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 8.03 | |
Granted, number of units (in shares) | shares | 100,000 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.11 | |
Vested and delivered, number of units (in shares) | shares | (718,175) | |
Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.16 | |
Withheld as treasury stock (1), number of units (in shares) | shares | (208,329) | [1] |
Withheld as treasury stock (1), weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.56 | [1] |
Vested not delivered (2), number of units (in shares) | shares | (45,731) | [2] |
Vested not delivered (2), weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.42 | [2] |
Forfeited, number of units (in shares) | shares | (253,475) | |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.75 | |
Unvested, number of units (in shares) | shares | 1,985,611 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 10.15 | |
[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, 2022, there were 4,300,152 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, 2022, there was a net increase of 45,731 shares included in the vested not delivered balance as a result of the timing of delivery of certain shares. As of March 31, 2022, 1,737,397 outstanding RSUs were vested not delivered. |
Note 8 - Share-based Compensa_8
Note 8 - Share-based Compensation - Share-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total share-based compensation expense | $ 988 | $ 1,231 |
Share-based compensation capitalized in intangible assets | 27 | 41 |
Total share-based compensation | 1,015 | 1,272 |
Selling and Marketing Expense [Member] | ||
Total share-based compensation expense | 170 | 163 |
Research and Development Expense [Member] | ||
Total share-based compensation expense | 160 | 268 |
General and Administrative Expense [Member] | ||
Total share-based compensation expense | $ 658 | $ 800 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Number of Operating Segments | 2 |
Number of Reporting Units | 2 |
Number of Reportable Segments | 1 |
Fluent Segment [Member] | International Customer [Member] | |
Revenue from Contract with Customer, Including Assessed Tax | $ 13,077 |
Revenue from Contract with Customer, Excluding Assessed Tax, Percentage | 14.70% |
Note 9 - Segment Information -
Note 9 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue | $ 89,063 | $ 70,170 | |
EBITDA | 1,678 | 1,086 | |
Depreciation and amortization | 3,307 | 3,373 | |
Total loss from operations | (1,629) | (2,287) | |
Total assets | 306,795 | 318,182 | $ 318,182 |
Fluent Segment [Member] | |||
Revenue | 86,034 | 67,542 | |
EBITDA | 1,921 | 1,410 | |
Total assets | 290,311 | 297,768 | |
Other Segments [Member] | |||
Revenue | 3,029 | 2,628 | |
EBITDA | (243) | (324) | |
Total assets | 16,484 | 20,414 | |
UNITED STATES | Fluent Segment [Member] | |||
Revenue | 60,659 | 58,252 | |
UNITED STATES | Other Segments [Member] | |||
Revenue | 2,989 | 2,597 | |
Non-US [Member] | Fluent Segment [Member] | |||
Revenue | 25,375 | 9,290 | |
Non-US [Member] | Other Segments [Member] | |||
Revenue | $ 40 | $ 31 |
Note 10 - Contingencies (Detail
Note 10 - Contingencies (Details Textual) - USD ($) $ in Millions | Mar. 31, 2022 | Jul. 31, 2020 | Jan. 15, 2020 | Jun. 30, 2021 |
New York City Department of Finance [Member] | State and Local Jurisdiction [Member] | ||||
Income Tax Examination, Penalties and Interest Adjustment Requested | $ 3 | $ 8.2 | ||
Income Tax Examination, Interest Adjustment Requested | $ 0.7 | $ 2 | ||
Income Tax Examination, Settlement | $ 1.7 | |||
Compliance with New York Executive Law and New York General Business Law [Member] | ||||
Loss Contingency Accrual, Ending Balance | $ 3.7 |
Note 11 - Business Acquisitio_2
Note 11 - Business Acquisition (Details Textual) - USD ($) $ in Thousands | Jan. 01, 2022 | Sep. 01, 2021 | Apr. 01, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | May 17, 2021 | Sep. 01, 2020 |
Goodwill, Ending Balance | $ 166,180 | $ 165,088 | |||||
True North Loyalty, Llc [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Combination, Consideration Transferred, Total | $ 2,321 | ||||||
Payments to Acquire Businesses, Gross | 1,000 | ||||||
Business Combination, Consideration Transferred, Deferred Payment, Year One | 860 | ||||||
Business Combination, Consideration Transferred, Deferred Payment, Year Two | $ 860 | ||||||
Business Combination, Contingent Consideration, Liability, Total | $ 250 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 100,000 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 211 | ||||||
Business Combination, Acquired Company Assets as a Percent of Acquiring Entity | 0.70% | ||||||
Business Combination, Acquired Company Revenues as a Percent of Acquiring Entity | 1.50% | ||||||
Goodwill, Ending Balance | 1,092 | ||||||
True North Loyalty, Llc [Member] | Customer Relationships [Member] | Subscribers [Member] | |||||||
Finite-Lived Intangible Assets Acquired | $ 170 | ||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 1 year | ||||||
True North Loyalty, Llc [Member] | Customer Relationships [Member] | Call Centers [Member] | |||||||
Finite-Lived Intangible Assets Acquired | $ 1,180 | ||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 5 years | ||||||
True North Loyalty, Llc [Member] | Developed Technology Rights [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,180 | ||||||
True North Loyalty, Llc [Member] | General and Administrative Expense [Member] | |||||||
Business Combination, Acquisition Related Costs | 20 | ||||||
Business Combination, Compensation Related Costs | $ 125 | ||||||
Winopoly, LLC [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||||||
Business Combination, Consideration Transferred, Total | $ 7,785 | $ 2,553 | |||||
Payments to Acquire Businesses, Gross | 3,425 | 1,553 | |||||
Business Combination, Consideration Transferred, Deferred Payment, Year One | $ 500 | ||||||
Business Combination, Contingent Consideration, Liability, Total | 1,000 | $ 500 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 500,000 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,360 | ||||||
Goodwill, Ending Balance | $ 1,131 | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100.00% | 100.00% | |||||
Business Acquisition, Percentage of Additional Option to Acquire Voting Interests | 50.00% | ||||||
Business Acquisition, Step Acquisition, Percentage of Voting Interests Acquired, Previously VIE | 50.00% | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 2,000 | ||||||
Business Combination, Contingent Consideration, Estimated Service Period (Year) | 6 years | ||||||
Business Combination, Contingent Consideration, Estimated Exercise (Year) | 4 years | ||||||
Business Combination, Contingent Consideration, Additional Service Requirement (Year) | 2 years | ||||||
Business Combination, Contingent Consideration, Compensation Expense | $ 1,746 | ||||||
Winopoly, LLC [Member] | Customer Relationships [Member] | |||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 5 years | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 600 | ||||||
Winopoly, LLC [Member] | Developed Technology Rights [Member] | |||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 3 years | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 800 | ||||||
Winopoly, LLC [Member] | General and Administrative Expense [Member] | |||||||
Business Combination, Acquisition Related Costs | $ 28 | ||||||
Winopoly, LLC [Member] | General and Administrative Expense and Product Development Expenses [Member] | Termination of Put/ Call Consideration [Member] | |||||||
Business Combination, Acquisition Related Costs | $ 3,201 |
Note 11 - Business Acquisitio_3
Note 11 - Business Acquisition - Summary of the Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 166,180 | $ 165,088 | |
True North Loyalty, Llc [Member] | |||
Cash | $ 29 | ||
Accounts receivable, net | 3 | ||
Prepaid expenses and other current assets | 84 | ||
Goodwill | 1,092 | ||
Other non-current assets | 7 | ||
Liabilities assumed | (256) | ||
Consideration transferred | 2,321 | ||
True North Loyalty, Llc [Member] | Customer Lists [Member] | |||
Finite-Lived Intangibles | 182 | ||
True North Loyalty, Llc [Member] | Developed Technology Rights [Member] | |||
Finite-Lived Intangibles | $ 1,180 |