|
FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
FLUENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
|
|
77-0688094
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.0005 par value per share
|
|
FLNT
|
|
The NASDAQ Stock Market, LLC
|
Large accelerated filer
|
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
|
¨
|
Smaller reporting company
|
x
|
Emerging growth company
|
|
¨
|
|
|
|
|
|
Page
|
|
||
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS:
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
18,707
|
|
|
$
|
17,769
|
|
Accounts receivable, net of allowance for doubtful accounts of $595 and $1,751
|
|
44,023
|
|
|
48,652
|
|
||
Prepaid expenses and other current assets
|
|
2,572
|
|
|
1,971
|
|
||
Total current assets
|
|
65,302
|
|
|
68,392
|
|
||
Restricted cash
|
|
1,480
|
|
|
1,480
|
|
||
Property and equipment, net
|
|
2,838
|
|
|
1,380
|
|
||
Right-of-use asset
|
|
10,584
|
|
|
—
|
|
||
Intangible assets, net
|
|
59,059
|
|
|
61,812
|
|
||
Goodwill
|
|
159,791
|
|
|
159,791
|
|
||
Other non-current assets
|
|
435
|
|
|
414
|
|
||
Total assets
|
|
$
|
299,489
|
|
|
$
|
293,269
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY:
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
6,364
|
|
|
$
|
7,855
|
|
Accrued expenses and other current liabilities
|
|
15,528
|
|
|
21,566
|
|
||
Deferred revenue
|
|
674
|
|
|
444
|
|
||
Current portion of long-term debt
|
|
4,824
|
|
|
3,500
|
|
||
Current portion of operating lease liability
|
|
1,134
|
|
|
—
|
|
||
Total current liabilities
|
|
28,524
|
|
|
33,365
|
|
||
Long-term debt, net
|
|
50,092
|
|
|
51,972
|
|
||
Operating lease liability, net
|
|
10,037
|
|
|
—
|
|
||
Other non-current liabilities
|
|
795
|
|
|
766
|
|
||
Total liabilities
|
|
89,448
|
|
|
86,103
|
|
||
Shareholders' equity:
|
|
|
|
|
||||
Preferred stock - $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and
outstanding at March 31, 2019 and December 31, 2018 |
|
—
|
|
|
—
|
|
||
Common stock - $0.0005 par value, 200,000,000 shares authorized; 77,603,189 and
76,525,581 shares issued at March 31, 2019 and December 31, 2018, respectively; and 76,048,360 and 75,292,383 shares outstanding at March 31, 2019 and December 31, 2018, respectively |
|
39
|
|
|
38
|
|
||
Treasury stock, at cost, 1,554,829 and 1,233,198 shares at March 31, 2019 and
December 31, 2018, respectively |
|
(4,882
|
)
|
|
(3,272
|
)
|
||
Additional paid-in capital
|
|
399,208
|
|
|
395,769
|
|
||
Accumulated deficit
|
|
(184,324
|
)
|
|
(185,369
|
)
|
||
Total shareholders' equity
|
|
210,041
|
|
|
207,166
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
299,489
|
|
|
$
|
293,269
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
66,561
|
|
|
$
|
55,989
|
|
Costs and expenses:
|
|
|
|
|
||||
Cost of revenue (exclusive of depreciation and amortization)
|
|
44,829
|
|
|
37,619
|
|
||
Sales and marketing
|
|
3,434
|
|
|
3,102
|
|
||
Product development
|
|
2,150
|
|
|
734
|
|
||
General and administrative
|
|
10,043
|
|
|
6,659
|
|
||
Depreciation and amortization
|
|
3,317
|
|
|
3,331
|
|
||
Spin-off transaction costs
|
|
—
|
|
|
7,708
|
|
||
Total costs and expenses
|
|
63,773
|
|
|
59,153
|
|
||
Income (loss) from operations
|
|
2,788
|
|
|
(3,164
|
)
|
||
Interest expense, net
|
|
(1,778
|
)
|
|
(2,394
|
)
|
||
Income (loss) before income taxes from continuing operations
|
|
1,010
|
|
|
(5,558
|
)
|
||
Income tax benefit
|
|
35
|
|
|
—
|
|
||
Net income (loss) from continuing operations
|
|
1,045
|
|
|
(5,558
|
)
|
||
Discontinued operations:
|
|
|
|
|
||||
Loss from operations of discontinued operations, net of $0 income taxes
|
|
—
|
|
|
(2,084
|
)
|
||
Loss on disposal of discontinued operations, net of $0 income taxes
|
|
—
|
|
|
(19,040
|
)
|
||
Net loss from discontinued operations
|
|
—
|
|
|
(21,124
|
)
|
||
Net income (loss)
|
|
$
|
1,045
|
|
|
$
|
(26,682
|
)
|
Basic and diluted income (loss) per share:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.30
|
)
|
Net income (loss)
|
|
$
|
0.01
|
|
|
$
|
(0.37
|
)
|
Weighted average number of shares outstanding:
|
|
|
|
|
||||
Basic
|
|
79,097,426
|
|
|
71,537,743
|
|
||
Diluted
|
|
80,063,989
|
|
|
71,537,743
|
|
|
|
Common stock
|
|
Treasury stock
|
|
Additional paid-in
capital
|
|
Accumulated
deficit
|
|
Total
shareholders'
equity
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balance as at December 31, 2018
|
|
76,525,581
|
|
|
$
|
38
|
|
|
1,233,198
|
|
|
$
|
(3,272
|
)
|
|
$
|
395,769
|
|
|
$
|
(185,369
|
)
|
|
$
|
207,166
|
|
Vesting of restricted stock units and
issuance of restricted stock |
|
1,077,608
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Increase in treasury stock resulting
from shares withheld to cover statutory taxes in connection with the vesting of restricted stock units |
|
—
|
|
|
—
|
|
|
321,631
|
|
|
(1,610
|
)
|
|
—
|
|
|
—
|
|
|
(1,610
|
)
|
|||||
Reclassification of puttable option from liability to equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|
—
|
|
|
1,150
|
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,290
|
|
|
—
|
|
|
2,290
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,045
|
|
|
1,045
|
|
|||||
Balance as at March 31, 2019
|
|
77,603,189
|
|
|
$
|
39
|
|
|
1,554,829
|
|
|
$
|
(4,882
|
)
|
|
$
|
399,208
|
|
|
$
|
(184,324
|
)
|
|
$
|
210,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Common stock
|
|
Treasury stock
|
|
Additional paid-in
capital
|
|
Accumulated
deficit
|
|
Total
shareholders'
equity
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balance as at December 31, 2017
|
|
61,631,573
|
|
|
$
|
31
|
|
|
352,523
|
|
|
$
|
(1,274
|
)
|
|
$
|
392,687
|
|
|
$
|
(167,437
|
)
|
|
$
|
224,007
|
|
Issuance of common stock upon direct offering to certain investors, net of issuance costs of $108
|
|
2,700,000
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
13,391
|
|
|
—
|
|
|
13,392
|
|
|||||
Vesting of restricted stock units and
issuance of restricted stock |
|
12,105,636
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||||
Increase in treasury stock resulting
from shares withheld to cover statutory taxes in connection with the vesting of restricted stock units |
|
—
|
|
|
—
|
|
|
143,395
|
|
|
(398
|
)
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,701
|
|
|
—
|
|
|
22,701
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,682
|
)
|
|
(26,682
|
)
|
|||||
Spin-off of Red Violet
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,500
|
)
|
|
—
|
|
|
(41,500
|
)
|
|||||
Balance as at March 31, 2018
|
|
76,437,209
|
|
|
$
|
38
|
|
|
495,918
|
|
|
$
|
(1,672
|
)
|
|
$
|
387,273
|
|
|
$
|
(194,119
|
)
|
|
$
|
191,520
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net (income) loss
|
|
$
|
1,045
|
|
|
$
|
(26,682
|
)
|
Net loss from discontinued operations
|
|
—
|
|
|
21,124
|
|
||
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
3,317
|
|
|
3,331
|
|
||
Non-cash interest expense and related amortization
|
|
319
|
|
|
724
|
|
||
Share-based compensation expense
|
|
2,275
|
|
|
6,648
|
|
||
Recovery of bad debt
|
|
—
|
|
|
(14
|
)
|
||
Allocation of expenses to Red Violet
|
|
—
|
|
|
(325
|
)
|
||
Deferred income taxes
|
|
(35
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
4,629
|
|
|
2,127
|
|
||
Prepaid expenses and other current assets
|
|
(601
|
)
|
|
(1,609
|
)
|
||
Other non-current assets
|
|
(21
|
)
|
|
537
|
|
||
Operating lease assets and liabilities
|
|
587
|
|
|
—
|
|
||
Accounts payable
|
|
(1,629
|
)
|
|
(3,291
|
)
|
||
Accrued expenses and other current liabilities
|
|
(4,929
|
)
|
|
359
|
|
||
Deferred revenue
|
|
230
|
|
|
(46
|
)
|
||
Other liabilities
|
|
(22
|
)
|
|
—
|
|
||
Net cash provided by operating activities from continuing operations
|
|
5,165
|
|
|
2,883
|
|
||
Net cash used in operating activities from discontinued operations
|
|
—
|
|
|
(5,835
|
)
|
||
Net cash provided by (used in) operating activities
|
|
5,165
|
|
|
(2,952
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Acquisition of property and equipment
|
|
(1,385
|
)
|
|
(22
|
)
|
||
Capitalized costs included in intangible assets
|
|
(357
|
)
|
|
(177
|
)
|
||
Capital contributed to Red Violet
|
|
—
|
|
|
(19,728
|
)
|
||
Net cash used in investing activities from continuing operations
|
|
(1,742
|
)
|
|
(19,927
|
)
|
||
Net cash used in investing activities from discontinued operations
|
|
—
|
|
|
(1,386
|
)
|
||
Net cash used in investing activities
|
|
(1,742
|
)
|
|
(21,313
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Proceeds from issuance of shares, net of issuance costs
|
|
—
|
|
|
13,392
|
|
||
Proceeds from debt obligations, net of debt costs
|
|
—
|
|
|
67,182
|
|
||
Repayments of long-term debt
|
|
(875
|
)
|
|
(67,107
|
)
|
||
Taxes paid related to net share settlement of vesting of restricted stock units
|
|
(1,610
|
)
|
|
(398
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(2,485
|
)
|
|
13,069
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
938
|
|
|
(11,196
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
19,249
|
|
|
16,564
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
20,187
|
|
|
$
|
5,368
|
|
SUPPLEMENTAL DISCLOSURE INFORMATION
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
1,402
|
|
|
$
|
1,678
|
|
Cash paid for income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
Share-based compensation capitalized in intangible assets
|
|
$
|
15
|
|
|
$
|
55
|
|
Non-cash additions to property and equipment
|
|
$
|
138
|
|
|
$
|
—
|
|
Reclassification of puttable option from liability to equity
|
|
$
|
1,150
|
|
|
$
|
—
|
|
(in thousands)
|
As previously reported (1)
|
|
Category expansion
|
|
Operating costs and expenses reclassification
|
|
As currently reported
|
||||||||
Cost of revenue (exclusive of depreciation and amortization)
|
$
|
35,663
|
|
|
$
|
—
|
|
|
$
|
1,956
|
|
|
$
|
37,619
|
|
Sales and marketing
|
4,006
|
|
|
(481
|
)
|
|
(423
|
)
|
|
3,102
|
|
||||
Product development
|
—
|
|
|
734
|
|
|
—
|
|
|
734
|
|
||||
General and administrative
|
8,445
|
|
|
(253
|
)
|
|
(1,533
|
)
|
|
6,659
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
18,707
|
|
|
$
|
5,368
|
|
Restricted cash
|
1,480
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
20,187
|
|
|
$
|
5,368
|
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands, except share data)
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
||||
Net income (loss) from continuing operations
|
|
$
|
1,045
|
|
|
$
|
(5,558
|
)
|
Net loss from discontinued operations
|
|
—
|
|
|
(21,124
|
)
|
||
Net income (loss)
|
|
$
|
1,045
|
|
|
$
|
(26,682
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted average of shares outstanding
|
|
75,621,360
|
|
|
67,311,784
|
|
||
Weighted average restricted shares vested not delivered
|
|
3,476,066
|
|
|
4,225,959
|
|
||
Total basic weighted average shares outstanding
|
|
79,097,426
|
|
|
71,537,743
|
|
||
Dilutive effect of assumed conversion of restricted stock units
|
|
769,495
|
|
|
—
|
|
||
Dilutive effect of assumed conversion of warrants
|
|
197,068
|
|
|
—
|
|
||
Total weighted average diluted shares outstanding
|
|
80,063,989
|
|
|
71,537,743
|
|
||
Basic and diluted income (loss) per share: (1)
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.30
|
)
|
Net income (loss)
|
|
$
|
0.01
|
|
|
$
|
(0.37
|
)
|
|
|
Three Months Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
Restricted stock units
|
|
2,164,404
|
|
|
3,814,128
|
|
Stock options
|
|
2,142,000
|
|
|
222,000
|
|
Warrants
|
|
1,665,443
|
|
|
2,623,776
|
|
Total anti-dilutive securities
|
|
5,971,847
|
|
|
6,659,904
|
|
(In thousands)
|
|
Three Months Ended March 31, 2018
|
||
Major classes of line items constituting loss from discontinued operations:
|
|
|
||
Revenue
|
|
$
|
3,325
|
|
Cost of revenue (exclusive of depreciation and amortization)
|
|
2,017
|
|
|
Sales and marketing expenses
|
|
1,089
|
|
|
General and administrative expenses
|
|
1,852
|
|
|
Depreciation and amortization
|
|
451
|
|
|
Loss from operations of discontinued operations, net of $0 income taxes
|
|
(2,084
|
)
|
|
Loss on disposal of discontinued operations, net of $0 income taxes
|
|
(19,040
|
)
|
|
Net loss from discontinued operations
|
|
$
|
(21,124
|
)
|
(In thousands)
|
|
Three Months Ended March 31, 2018
|
||
Share-based compensation expense (1)
|
|
$
|
15,548
|
|
Write-off of unamortized debt costs (2)
|
|
284
|
|
|
Write-off of certain prepaid expenses
|
|
198
|
|
|
Spin-off related professional fees
|
|
2,012
|
|
|
Spin-off related employee compensation
|
|
998
|
|
|
Loss on disposal of discontinued operations
|
|
$
|
19,040
|
|
(1)
|
As discussed and defined in Note 10, "Share-based compensation," share-based compensation expense represents non-cash expense in connection with the Acceleration of certain previously outstanding but unvested stock options, RSUs and restricted stock and additional Spin-off Grants, in connection with the Spin-off.
|
(2)
|
As discussed in Note 7, "Long-term debt, net," in connection with the Spin-off, the Company repaid the Promissory Notes to certain shareholders, which resulted in a write-off of unamortized debt costs of
$284
.
|
(In thousands)
|
Three Months Ended March 31, 2019
|
||
Operating leases:
|
|
||
Rent expense
|
$
|
489
|
|
Financing lease:
|
|
||
Leased furniture, fixtures and office equipment depreciation expense
|
24
|
|
|
Interest expense
|
11
|
|
|
Short-term leases:
|
|
||
Rent expense
|
225
|
|
|
Total lease costs
|
$
|
749
|
|
|
|
||
Weighted average remaining lease term
|
|
||
Operating leases
|
6.5 years
|
|
|
Financing lease
|
6.6 years
|
|
|
|
|
||
Weighted average discount rate
|
|
||
Operating leases
|
5.0
|
%
|
|
Financing lease
|
5.0
|
%
|
(In thousands)
|
March 31, 2019
|
||||||
Year
|
Operating Leases
|
|
Financing Lease
|
||||
Remainder of 2019
|
$
|
594
|
|
|
$
|
88
|
|
2020
|
2,160
|
|
|
157
|
|
||
2021
|
2,131
|
|
|
157
|
|
||
2022
|
2,082
|
|
|
158
|
|
||
2023
|
2,222
|
|
|
169
|
|
||
Thereafter
|
4,116
|
|
|
312
|
|
||
Total undiscounted cash flows
|
13,305
|
|
|
1,041
|
|
||
Less: imputed interest
|
(2,134
|
)
|
|
(160
|
)
|
||
Present value of lease liabilities
|
$
|
11,171
|
|
|
$
|
881
|
|
(In thousands)
|
Three Months Ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows used for operating leases
|
$
|
399
|
|
Operating cash flows used for financing lease
|
$
|
13
|
|
Lease liabilities related to the acquisition of right-of-use assets:
|
|
||
Operating lease
|
$
|
69
|
|
(In thousands)
|
|
Amortization period
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Gross amount:
|
|
|
|
|
|
|
|
|
||
Software developed for internal use
|
|
3 years
|
|
$
|
3,125
|
|
|
$
|
3,037
|
|
Acquired proprietary technology
|
|
5 years
|
|
11,459
|
|
|
11,459
|
|
||
Customer relationships
|
|
7-10 years
|
|
34,986
|
|
|
34,986
|
|
||
Trade names
|
|
20 years
|
|
16,357
|
|
|
16,357
|
|
||
Domain names
|
|
20 years
|
|
191
|
|
|
191
|
|
||
Databases
|
|
5-10 years
|
|
31,292
|
|
|
31,292
|
|
||
Non-competition agreements
|
|
2-5 years
|
|
1,768
|
|
|
1,768
|
|
||
Total gross amount
|
|
|
|
99,178
|
|
|
99,090
|
|
||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
||
Software developed for internal use
|
|
|
|
(1,210
|
)
|
|
(1,282
|
)
|
||
Acquired proprietary technology
|
|
|
|
(7,558
|
)
|
|
(6,987
|
)
|
||
Customer relationships
|
|
|
|
(15,613
|
)
|
|
(14,417
|
)
|
||
Trade names
|
|
|
|
(2,709
|
)
|
|
(2,504
|
)
|
||
Domain names
|
|
|
|
(32
|
)
|
|
(29
|
)
|
||
Databases
|
|
|
|
(11,475
|
)
|
|
(10,573
|
)
|
||
Non-competition agreements
|
|
|
|
(1,522
|
)
|
|
(1,486
|
)
|
||
Total accumulated amortization
|
|
|
|
(40,119
|
)
|
|
(37,278
|
)
|
||
Net intangible assets:
|
|
|
|
|
|
|
|
|
||
Software developed for internal use
|
|
|
|
1,915
|
|
|
1,755
|
|
||
Acquired proprietary technology
|
|
|
|
3,901
|
|
|
4,472
|
|
||
Customer relationships
|
|
|
|
19,373
|
|
|
20,569
|
|
||
Trade names
|
|
|
|
13,648
|
|
|
13,853
|
|
||
Domain names
|
|
|
|
159
|
|
|
162
|
|
||
Databases
|
|
|
|
19,817
|
|
|
20,719
|
|
||
Non-competition agreements
|
|
|
|
246
|
|
|
282
|
|
||
Total net intangible assets
|
|
|
|
$
|
59,059
|
|
|
$
|
61,812
|
|
(In thousands)
|
|
|
||
Year
|
|
March 31, 2019
|
||
Remainder of 2019
|
|
$
|
9,525
|
|
2020
|
|
12,427
|
|
|
2021
|
|
8,886
|
|
|
2022
|
|
8,049
|
|
|
2023
|
|
3,967
|
|
|
2024 and thereafter
|
|
16,205
|
|
|
Total
|
|
$
|
59,059
|
|
(In thousands)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Principal amount
|
|
$
|
59,445
|
|
|
$
|
60,320
|
|
Less: Unamortized debt issuance costs
|
|
(4,529
|
)
|
|
(4,848
|
)
|
||
Long-term debt, net
|
|
54,916
|
|
|
55,472
|
|
||
Less: Current portion of long-term debt
|
|
(4,824
|
)
|
|
(3,500
|
)
|
||
Long-term debt, net (non-current)
|
|
$
|
50,092
|
|
|
$
|
51,972
|
|
|
|
Number of
options
|
|
Weighted average exercise price per
share
|
|
Weighted average
remaining
contractual term
|
|
Aggregate
intrinsic
value
|
|||||
Outstanding as of December 31, 2018
|
|
112,000
|
|
|
$
|
13.98
|
|
|
2.8 years
|
|
$
|
—
|
|
Granted
|
|
2,030,000
|
|
|
$
|
4.64
|
|
|
|
|
|
||
Outstanding as of March 31, 2019
|
|
2,142,000
|
|
|
$
|
5.13
|
|
|
9.5 years
|
|
$
|
2,009
|
|
Options vested and expected to vest as of March 31, 2019
|
|
2,142,000
|
|
|
$
|
5.13
|
|
|
9.5 years
|
|
$
|
2,009
|
|
Options exercisable as of March 31, 2019
|
|
112,000
|
|
|
$
|
13.98
|
|
|
2.6 years
|
|
$
|
19
|
|
|
|
Number of
options
|
|
Weighted average exercise price per share
|
|
Weighted average
remaining
contractual term
|
||||
Unvested as of December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Granted
|
|
2,030,000
|
|
|
$
|
4.64
|
|
|
|
|
Unvested as of March 31, 2019
|
|
2,030,000
|
|
|
$
|
4.64
|
|
|
9.8 years
|
|
|
|
Number of units
|
|
Weighted average
grant-date fair value
|
|||
Unvested as of December 31, 2018
|
|
3,831,965
|
|
|
$
|
7.95
|
|
Granted
|
|
1,725,930
|
|
|
$
|
4.78
|
|
Vested and delivered
|
|
(755,977
|
)
|
|
$
|
5.02
|
|
Withheld as treasury stock (1)
|
|
(321,631
|
)
|
|
$
|
5.25
|
|
Vested not delivered (2)
|
|
(673,338
|
)
|
|
$
|
7.25
|
|
Forfeited
|
|
(48,791
|
)
|
|
$
|
3.39
|
|
Unvested as of March 31, 2019
|
|
3,758,158
|
|
|
$
|
7.50
|
|
(1)
|
As discussed in Note 9, the increase in treasury stock was due to shares withheld to cover statutory withholding taxes upon the vesting of RSUs. As of
March 31, 2019
, there were
1,554,829
outstanding shares of treasury stock.
|
(2)
|
Vested not delivered represent vested RSUs or common stock grants with delivery deferred to a future time. For the
three months ended
March 31, 2019
, there was a net increase of
673,338
shares included in vested not delivered, as a result of the vesting of RSUs with deferred delivery elections. As of
March 31, 2019
, there were
3,583,255
outstanding RSUs or shares of common stock grants included in vested not delivered.
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Sales and marketing
|
|
$
|
369
|
|
|
$
|
666
|
|
Product development
|
|
245
|
|
|
158
|
|
||
General and administrative
|
|
1,661
|
|
|
415
|
|
||
Spin-off transaction costs
|
|
—
|
|
|
5,409
|
|
||
Discontinued operations
|
|
—
|
|
|
15,713
|
|
||
Total share-based compensation expense
|
|
2,275
|
|
|
22,361
|
|
||
Capitalized in intangible assets of continuing operations
|
|
15
|
|
|
159
|
|
||
Capitalized in intangible assets of discontinued operations
|
|
—
|
|
|
181
|
|
||
Total share-based compensation
|
|
$
|
2,290
|
|
|
$
|
22,701
|
|
•
|
Adjusted EBITDA decreased
5%
to
$9.1 million
, based on net income from continuing operations of
$1.0 million
, from
$9.6 million
, based on a net loss from continuing operations of
$5.6 million
.
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Net income (loss) from continuing operations
|
$
|
1,045
|
|
|
$
|
(5,558
|
)
|
Income taxes
|
(35
|
)
|
|
—
|
|
||
Interest expense, net
|
1,778
|
|
|
2,394
|
|
||
Spin-off transaction costs
|
—
|
|
|
7,708
|
|
||
Depreciation and amortization
|
3,317
|
|
|
3,331
|
|
||
General and administrative
|
10,043
|
|
|
6,659
|
|
||
Product development
|
2,150
|
|
|
734
|
|
||
Sales and marketing
|
3,434
|
|
|
3,102
|
|
||
Non-media cost of revenue (1)
|
1,361
|
|
|
943
|
|
||
Media margin
|
$
|
23,093
|
|
|
$
|
19,313
|
|
Revenue
|
$
|
66,561
|
|
|
$
|
55,989
|
|
Media margin % of revenue
|
34.7
|
%
|
|
34.5
|
%
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Net income (loss) from continuing operations
|
|
$
|
1,045
|
|
|
$
|
(5,558
|
)
|
Income taxes
|
|
(35
|
)
|
|
—
|
|
||
Interest expense, net
|
|
1,778
|
|
|
2,394
|
|
||
Depreciation and amortization
|
|
3,317
|
|
|
3,331
|
|
||
Share-based compensation expense
|
|
2,275
|
|
|
6,648
|
|
||
Acquisition-related costs
|
|
—
|
|
|
417
|
|
||
Restructuring and certain severance costs
|
|
110
|
|
|
2,322
|
|
||
Certain litigation and other related costs
|
|
489
|
|
|
46
|
|
||
One-time items
|
|
168
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
9,147
|
|
|
$
|
9,600
|
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands, except share data)
|
|
2019
|
|
2018
|
||||
Net income (loss) from continuing operations
|
|
$
|
1,045
|
|
|
$
|
(5,558
|
)
|
Share-based compensation expense
|
|
2,275
|
|
|
6,648
|
|
||
Acquisition-related costs
|
|
—
|
|
|
417
|
|
||
Restructuring and certain severance costs
|
|
110
|
|
|
2,322
|
|
||
Certain litigation and other related costs
|
|
489
|
|
|
46
|
|
||
One-time items
|
|
168
|
|
|
—
|
|
||
Adjusted net income
|
|
4,087
|
|
|
3,875
|
|
||
Adjusted net income per share:
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
||||
Basic
|
|
79,097,426
|
|
|
71,537,743
|
|
||
Diluted
|
|
80,063,989
|
|
|
71,537,743
|
|
|
|
|
|
Fluent, Inc.
|
|
|
|
|
|
May 10, 2019
|
|
By:
|
|
/s/ Alexander Mandel
|
|
|
|
|
Alexander Mandel
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
5.
|
Termination of Employment.
|
i.
|
Death.
The Term shall terminate immediately upon the death of the Employee.
|
ii.
|
Disability.
The Company may terminate the Term and the Employee’s employment with the Company immediately upon a determination of Disability. For purposes of this Agreement the Employee has a “Disability” if, for physical or mental reasons, the Employee is unable to perform the essential duties required of the Employee under this Agreement, even with a reasonable accommodation, for a period of six (6) consecutive months or a period of one-hundred eighty (180) days during any twelve (12) month period, as determined by an independent medical professional mutually acceptable to the parties. The Employee shall submit to a reasonable number of examinations by the independent medical professional making the determination of Disability.
|
iii.
|
For Cause.
The Company may terminate the Term and the Employee’s employment with the Company at any time for Cause. For purposes of this Agreement and the Incentive Plan, “Cause” shall mean: (1) Employee’s conviction of or plea of guilty or nolo contendere to a felony involving moral turpitude or which results in material harm to the Company, (2) Employee’s fraud against the Company or any breach of fiduciary duty owed to the Company, (3) Employee’s theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct, that is materially injurious to the Company, (4) Employee’s gross negligence or willful misconduct in the performance of Employee’s duties under this Agreement, and (5) Employee’s material breach of this Agreement, including any material violation of any of the restrictions set forth in Section 7, or any Company policies, including the Company’s Code of Ethics and Sexual Harassment Policy, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee.
|
iv.
|
Without Cause.
The Company may terminate the Term and the Employee’s employment at any time without Cause by providing the Employee with sixty (60) days’ prior written notice; provided, that during such sixty (60) day notice period, the Company may, in its discretion, place restrictions upon the Employee’s contact with the workplace, customers and other business-related parties.
|
i.
|
For Any Reason.
Upon sixty (60) days’ prior written notice delivered at any time, the Employee may terminate the Term and his employment hereunder, for any reason or no reason at all.
|
ii.
|
For Good Reason.
The Employee may terminate the Term and Employee’s employment hereunder for “Good Reason” (as hereinafter defined). For purposes of this Agreement and the Incentive Plan, “Good Reason” shall mean any one of the conditions set forth below, so long as (1) Employee has provided written notice to the Company of the existence of such condition within sixty (60) days of his initial knowledge of its existence, (2) the Company has not remedied the condition caused by the occurrence within thirty (30) days of such notice, to the extent such condition is capable of being cured, and (3) the Employee gives a notice of his termination of employment within thirty (30) days after the end of such thirty (30) day period to remedy such condition. The following conditions will constitute “Good Reason”: (A) a material diminution in the Employee’s duties, responsibilities or authority; (B) a material breach by the Company of this Agreement or any other material agreement with the Company (e.g., an equity award); (C) the Company materially reduces the Employee’s Base Salary or incentive opportunities, as in effect from time to time, without the Employee’s prior written consent; (D) the Company requests that the Employee participate in an unlawful act; or (E) a change in the geographic location in which the Employee must provide services of more than 25 miles from Manhattan.
|
c.
|
Compensation Upon Termination.
|
i.
|
Death.
Within thirty (30) days following the termination of the Term due to the Employee’s death, the Company shall pay to the Employee’s estate the Employee’s Base Salary, any Bonus for the year prior to the year in which the Employee’s death occurs (to the extent unpaid) and Benefits accrued
|
ii.
|
Disability.
Within thirty (30) days following the termination of the Term due to the Employee’s Disability, the Company shall pay to the Employee the Employee’s Base Salary, any Bonus for the year prior to the year in which the Employee’s termination due to Disability occurs (to the extent unpaid) and Benefits accrued through the date of the Employee’s termination. Upon payment to the Employee of the foregoing amounts, the Company shall have no further obligation or liability to or for the benefit of the Employee for duplicative payments or benefits under any other agreement, except as required by applicable law.
|
iii.
|
For Cause.
Upon termination of the Term for Cause, the Company shall pay to the Employee the Employee’s Base Salary and Benefits accrued through the date of the Employee’s termination. Upon payment to the Employee of the foregoing amounts, the Company shall have no further obligation or liability to or for the benefit of the Employee for duplicative payments or benefits under any other agreement, except as required by applicable law.
|
iv.
|
Without Cause; Non-Renewal of Term by the Company.
In the event that either (x) the Company terminates the Term and the Employee’s employment without Cause or (y) the Term expires after a notice of non-renewal is delivered by the Company (as described in Section 1), the Company shall pay or provide to the Employee: (1) the greater of (A) the Employee’s Base Salary for the remainder of the Term and (B) twelve (12) months’ Base Salary; (2) the Bonus for the year prior to the year in which the termination occurs, to the extent unpaid; (3) the Bonus for the year in which the termination occurs, based on actual performance and prorated based on the number of days in such year prior to the date of termination; (4) the Employee’s Base Salary and Benefits accrued through the date of the Employee’s termination; and (5) the additional vesting of Incentive Plan awards described in Exhibit A. Items (1) and (2) above shall be paid in accordance with the Company’s payroll practices in effect from time to time, but not less frequently than monthly, and Item (3) above shall be paid in the calendar year following the year with respect to which the Bonus relates, at the same time that such bonuses are paid to other Company executives; provided, however, the Employee is not in material violation of any of the restrictions set forth in Section 7, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee. Upon payment to the Employee of the foregoing amounts, the Company shall have no further obligation or liability to or for the benefit of the Employee for duplicative payments or benefits under any other agreement, except as required by applicable law.
|
v.
|
For Any Reason.
In the event the Employee terminates his employment with the Company during the Term for any reason other than Good Reason, the Company shall pay to the Employee the Employee’s Base Salary, any Bonus for the year prior to the year in which the Employee’s termination occurs (to the extent unpaid) and Benefits accrued through the date of the Employee’s termination. Upon payment to the Employee of the foregoing amounts, the Company shall have no further obligation or liability to or for the benefit of the Employee for duplicative payments or benefits under any other agreement, except as required by applicable law.
|
vi.
|
For Good Reason.
If the Employee terminates the Term and the Employee’s employment for Good Reason, the Company shall pay or provide to the Employee: (1) the greater of (A) the Employee’s Base Salary for the remainder of the Term and (B) twelve (12) months’ Base Salary; (2) the Bonus for the year prior to the year in which the termination occurs, to the extent unpaid; (3) the Bonus for the year in which the termination occurs, based on actual performance and prorated based on the number of days in such year prior to the date of termination; (4) the Employee’s Base Salary and Benefits accrued through the date of termination; and (5) the additional vesting of Incentive Plan awards described in Exhibit A. Items (1) and (2) above shall be paid in accordance with the Company’s payroll practices in effect from time to time, but not less frequently than monthly, and Item (3) above shall be paid in the calendar year following the year with respect to which the Bonus relates, at the same time that such bonuses are paid to other Company executives; provided, however, the Employee is not in material violation of any of the restrictions set forth in Section 7, which breach or violation, if capable of being cured, is not cured to the Board’s reasonable satisfaction within ten (10) business days after written notice thereof to the Employee. Upon payment to the Employee of the foregoing amounts, the Company shall have no duplicative obligation or liability to or for the benefit of the Employee under any other agreement, except as required by applicable law.
|
vii.
|
Release.
As an additional prerequisite for receipt of the severance benefits described in Section 5(a)(iv) and (vi) above (in excess of Base Salary and Benefits accrued through the date of termination), the Employee must execute, deliver to the Company, and not revoke (to the extent the Employee is allowed to do so) a Release (as defined below) within forty-five (45) days of the date of the Employee’s termination of employment (the “Release Period”). “Release” shall mean a release of all claims that the Employee has or may have against the Company, its board of directors, any of its subsidiaries or affiliates, or any of their employees, directors, officers, employees, agents, plan sponsors, administrators, successors, fiduciaries, or attorneys, arising out of the Employee’s employment with, and termination of employment from, the Company, except for any claims to enforce the terms of this Agreement and the then-applicable terms of any other written agreement, plan or arrangement of the Company or any of its subsidiaries or affiliates. The Release shall not impose any additional restrictions on the Executive’s post-employment activities, shall be in a form that is otherwise reasonably acceptable to the Company or the Board, and shall not be required if it is not delivered by the Company to the Employee within ten (10) business days of the date of Employee’s termination. Notwithstanding anything to the contrary in this Agreement, if the Release Period straddles two calendar years, no severance benefits shall be paid to the Employee until the second calendar year (with any missed severance payments being paid to the Employee on the first payroll date occurring in the second calendar year).
|
i.
|
The Employee consents and agrees that if the Employee violates any covenants contained in this Section 7, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which may be available to it, the Company shall be entitled to seek an injunction restraining the Employee from committing or continuing any such violation of this Section 7. Nothing in this Agreement shall be construed as prohibiting the Company or the Employee from pursuing any other remedies including, without limitation, recovery of damages. The Employee acknowledges that Company and each of its direct and indirect subsidiaries is an express third-party beneficiary of this Agreement and that it may enforce these rights as a third-party beneficiary. The Company has fully performed all obligations entitling it to the restrictive covenants, and the restrictive covenants therefore are not executory or otherwise subject to rejection and are enforceable under the Bankruptcy Code. However, if the Company or its subsidiaries is in material breach of any obligation to the Employee under this Agreement or any other material written agreement to which the Employee is a party, the Restricted Period shall terminate if such breach is not cured to the Employee’s reasonable satisfaction within ten (10) days after the Employee provides the Company with written notice of such breach. In the event of the breach by the Employee of any of the provisions of this Section 7, the Company shall be entitled, in addition to all other available rights and remedies, to terminate the Employee’s employment status hereunder. The Company may assign the restrictive covenants set forth in this Section 7 in connection with the acquisition of all or substantially all of the assets of the Company and its subsidiaries, and any such assignee or successor shall be entitled to enforce the rights and remedies set forth in this Section 7. The Employee acknowledges and agrees that the Restricted Period for a violated provision
|
ii.
|
In addition, and without limitation to the foregoing, except as required by law, if (A) the Company files a civil action against the Employee based on the Employee’s alleged breach of the Employee’s obligations under Section 7 hereof, and (B) a court of competent jurisdiction issues a judgment that the Employee has breached any of such obligations and has issued injunctive relief, then the Employee shall promptly repay to the Company any such severance payments the Employee previously received pursuant to Section 5(c) in excess of the Employee’s Base Salary and Benefits accrued through the date of the Employee’s termination, and the Company will have no obligation to pay any of such excess amounts that remain payable by the Company under Section 5.c.
|
1.
|
Effective Date and Initial Term:
February 1, 2019 (Effective Date) through December 31, 2020 (Initial Term)
|
2.
|
Employee Name:
Alexander E. Mandel
|
3.
|
Position:
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
|
4.
|
Duties:
Lead and oversee the Accounting and Financial functions, in consultation with the Chief Executive Officer, and such other duties and responsibilities that are typically exercised by an individual serving as the chief financial officer at entities of the size and nature of the Company.
|
5.
|
Location of Employment:
Manhattan, New York
|
6.
|
Term:
Commencing on the Effective Date and ending on December 31, 2020, as renewed in accordance with Section 1.
|
7.
|
Base Salary:
$300,000 per annum
|
8.
|
Equity:
During the Term, the Employee shall participate in all incentive awards made under the Incentive Plan to senior executives generally, as such awards are granted from time to time by the Compensation Committee of the Board, in each case at a level, and on terms and conditions, that are (x) commensurate with his positions and responsibilities at the Company and (y) appropriate in light of his performance and of corresponding awards (if any) to other senior executives of the Company. In addition, effective as of the Effective Date, the Employee shall be granted an award of 75,000 Restricted Stock Units (the “RSUs”) under the Incentive Plan, which grant shall vest ratably over the three (3) years from the Effective Date, and in full upon a Change in Control (as defined in the Incentive Plan as of the Effective Date). The 75,000 RSUs granted on the Effective Date as well as the RSUs granted on or about the Effective Date pursuant to the Pay Governance Equity Incentive Plan Design, as approved by the Compensation Committee on January 28, 2019, to the extent that they are scheduled to vest within one year after a termination of employment (if employment had continued), shall also become immediately vested (and if applicable, exercisable for at least 90 days) upon a termination or non-renewal covered by Section 5(c)(iv) or (vi). The Award Agreements for the two RSU grants shall be deemed to include the extended vesting described above.
|
(1)
|
I have reviewed this Quarterly Report on Form 10-Q of Fluent, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 10, 2019
|
By:
|
|
/s/ Ryan Schulke
|
|
|
|
Ryan Schulke
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
I have reviewed this Quarterly Report on Form 10-Q of Fluent, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 10, 2019
|
By:
|
|
/s/ Alex Mandel
|
|
|
|
Alex Mandel
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fluent, Inc.
|
May 10, 2019
|
By:
|
|
/s/ Ryan Schulke
|
|
|
|
Ryan Schulke
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fluent, Inc.
|
May 10, 2019
|
By:
|
|
/s/ Alex Mandel
|
|
|
|
Alex Mandel
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|