Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
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 | Q2 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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, $0.0005 par value per share | |
Trading Symbol | FLNT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 81,147,991 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS: | ||
Cash and cash equivalents | $ 20,983 | $ 25,547 |
Accounts receivable, net of allowance for doubtful accounts of $209 and $544, respectively | 58,120 | 63,164 |
Prepaid expenses and other current assets | 9,941 | 3,506 |
Total current assets | 89,044 | 92,217 |
Property and equipment, net | 783 | 964 |
Operating lease right-of-use assets | 4,278 | 5,202 |
Intangible assets, net | 28,525 | 28,745 |
Goodwill | 30,966 | 55,111 |
Other non-current assets | 1,486 | 1,730 |
Total assets | 155,082 | 183,969 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Accounts payable | 13,303 | 6,190 |
Accrued expenses and other current liabilities | 27,469 | 35,626 |
Deferred revenue | 895 | 1,014 |
Current portion of long-term debt | 10,000 | 5,000 |
Current portion of operating lease liability | 2,309 | 2,389 |
Total current liabilities | 53,976 | 50,219 |
Long-term debt, net | 27,989 | 35,594 |
Operating lease liability | 2,734 | 3,743 |
Other non-current liabilities | 2,248 | 458 |
Total liabilities | 86,947 | 90,014 |
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 — 85,751,226 and 84,385,458, respectively; and Shares outstanding — 81,139,657 and 80,085,306, respectively (Note 7) | 43 | 42 |
Treasury stock, at cost — 4,611,569 and 4,300,152 Shares, respectively (Note 7) | (11,407) | (11,171) |
Additional paid-in capital | 425,491 | 423,384 |
Accumulated deficit | (345,992) | (318,300) |
Total shareholders' equity | 68,135 | 93,955 |
Total liabilities and shareholders' equity | $ 155,082 | $ 183,969 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for doubtful accounts | $ 209 | $ 544 |
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) | 85,751,226 | 84,385,458 |
Common stock, shares outstanding (in shares) | 81,139,657 | 80,085,306 |
Treasury stock, shares (in shares) | 4,611,569 | 4,300,152 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 82,145 | $ 98,361 | $ 159,399 | $ 187,424 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization) | 59,540 | 70,026 | 117,812 | 137,589 |
Sales and marketing | 4,215 | 4,484 | 9,028 | 8,336 |
Product development | 4,615 | 4,802 | 9,553 | 9,357 |
General and administrative | 3,941 | 11,688 | 16,266 | 22,975 |
Depreciation and amortization | 3,095 | 3,332 | 5,454 | 6,639 |
Goodwill impairment and write-off of intangible assets | 0 | 55,400 | 25,700 | 55,528 |
Loss on disposal of property and equipment | 0 | 21 | 0 | 21 |
Total costs and expenses | 75,406 | 149,753 | 183,813 | 240,445 |
Income (loss) from operations | 6,739 | (51,392) | (24,414) | (53,021) |
Interest expense, net | (795) | (430) | (1,484) | (814) |
Income (loss) before income taxes | 5,944 | (51,822) | (25,898) | (53,835) |
Income tax expense | (1,693) | (5,122) | (1,794) | (5,122) |
Net income (loss) | $ 4,251 | $ (56,944) | $ (27,692) | $ (58,957) |
Basic and diluted income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.05 | $ (0.70) | $ (0.34) | $ (0.73) |
Diluted (in dollars per share) | $ 0.05 | $ (0.70) | $ (0.34) | $ (0.73) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 82,727,971 | 81,493,821 | 82,323,854 | 81,193,107 |
Diluted (in shares) | 82,752,646 | 81,493,821 | 82,323,854 | 81,193,107 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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) | 1,088,999 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 0 | $ 0 | 211 | 0 | 211 |
Share-based compensation | 0 | 0 | 1,902 | 0 | 1,902 |
Net income (loss) | $ 0 | $ 0 | 0 | (58,957) | (58,957) |
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 208,329 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (448) | (448) | |||
Balance (in shares) at Jun. 30, 2022 | 84,146,082 | 4,300,152 | |||
Balance at Jun. 30, 2022 | $ 42 | $ (11,171) | 421,172 | (253,925) | 156,118 |
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 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 162,495 | ||||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 0 | 0 | 0 | ||
Share-based compensation | 0 | 0 | 887 | 0 | 887 |
Net income (loss) | $ 0 | $ 0 | 0 | (56,944) | (56,944) |
Balance (in shares) at Jun. 30, 2022 | 84,146,082 | 4,300,152 | |||
Balance at Jun. 30, 2022 | $ 42 | $ (11,171) | 421,172 | (253,925) | 156,118 |
Balance (in shares) at Dec. 31, 2022 | 84,385,458 | 4,300,152 | |||
Balance at Dec. 31, 2022 | $ 42 | $ (11,171) | 423,384 | (318,300) | 93,955 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 1,365,768 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | $ 0 | (1) | 0 | 0 |
Share-based compensation | 0 | 0 | 2,108 | 0 | 2,108 |
Net income (loss) | $ 0 | $ 0 | 0 | (27,692) | $ (27,692) |
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 311,417 | 311,417,000 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (236) | $ (236) | |||
Balance (in shares) at Jun. 30, 2023 | 85,751,226 | 4,611,569 | |||
Balance at Jun. 30, 2023 | $ 43 | $ (11,407) | 425,491 | (345,992) | 68,135 |
Balance (in shares) at Mar. 31, 2023 | 85,545,397 | 4,611,569 | |||
Balance at Mar. 31, 2023 | $ 43 | $ (11,407) | 424,531 | (350,243) | 62,924 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 205,829 | ||||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 0 | 0 | 0 | ||
Share-based compensation | 0 | 0 | 960 | 0 | 960 |
Net income (loss) | $ 0 | $ 0 | 0 | 4,251 | 4,251 |
Balance (in shares) at Jun. 30, 2023 | 85,751,226 | 4,611,569 | |||
Balance at Jun. 30, 2023 | $ 43 | $ (11,407) | $ 425,491 | $ (345,992) | $ 68,135 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (27,692) | $ (58,957) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,454 | 6,639 |
Non-cash loan amortization expense | 133 | 135 |
Share-based compensation expense | 1,997 | 1,851 |
Goodwill impairment | 25,700 | 55,400 |
Write-off of intangible assets | 0 | 128 |
Loss on disposal of property and equipment | 0 | 21 |
Provision for bad debt | (92) | 158 |
Deferred income taxes | 0 | 0 |
Changes in assets and liabilities, net of business acquisitions: | ||
Accounts receivable | 5,136 | (7,913) |
Prepaid expenses and other current assets | (6,435) | 488 |
Other non-current assets | 244 | (25) |
Operating lease assets and liabilities, net | (165) | (85) |
Accounts payable | 7,113 | 913 |
Accrued expenses and other current liabilities | (9,147) | (451) |
Deferred revenue | (119) | (177) |
Other | (76) | (72) |
Net cash provided by (used in) operating activities | 2,051 | (1,947) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalized costs included in intangible assets | (2,370) | (2,199) |
Business acquisitions, net of cash acquired | (1,250) | (971) |
Acquisition of property and equipment | (22) | (6) |
Net cash used in investing activities | (3,642) | (3,176) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (2,500) | (2,500) |
Debt financing costs | (237) | 0 |
Taxes paid related to net share settlement of vesting of restricted stock units | (236) | (448) |
Net cash used in financing activities | (2,973) | (2,948) |
Net decrease in cash and cash equivalents | (4,564) | (8,071) |
Cash and cash equivalents at beginning of period | 25,547 | 34,467 |
Cash and cash equivalents at end of period | 20,983 | 26,396 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 1,434 | 687 |
Cash paid for income taxes | 78 | 35 |
Share-based compensation capitalized in intangible assets | 51 | 51 |
Equity issued in connection with True North acquisition | 0 | 211 |
TAPP LLC [Member] | ||
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Contingent payments in connection with acquisition | 2,915 | 0 |
True North Loyalty, Llc [Member] | ||
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Contingent payments in connection with acquisition | 0 | 250 |
Deferred payment in connection with True North acquisition | $ 0 | $ 860 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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 ("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 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 June 30, 2023 2022 not December 31, 2023 From time to time, the Company may may The information included in this Quarterly Report on Form 10 10 December 31, 2022 2022 10 March 15, 2023 December 31, 2022 2022 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 Accounting pronouncements not not In January 2016, No. 2016 13, Financial Instruments Credit Losses December 15, 2022, no FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) (c) Revenue recognition Revenue is generated when control of goods or services is transferred to customers, in the amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration or the installation of an app) and subject to certain qualifying characteristics specified by the customer, Revenue is recognized upon satisfaction of the associated performance obligation. The Company elected the "right to invoice" practical expedient under Accounting Standards Codification ("ASC") 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 June 30, 2023 December 31, 2022 December 31, 2022 first 2023 When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is earned, and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of June 30, 2023 December 31, 2022 not (d) Use of estimates The preparation of consolidated financial statements in accordance with 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, consolidation of variable interest entity, accruals for contingencies, and income tax provisions. 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. (e) Fair value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three first two may ● Level 1 ● Level 2— 1 not ● Level 3 no The fair value of the Company’s cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. As of June 30, 2023 2 5, Long-term debt, net The fair value of certain long-lived non-financial assets and liabilities may June 30, 2023 3, 4, Goodwill |
Note 2 - Income (Loss) Per Shar
Note 2 - Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 2. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, in addition to restricted stock units ("RSUs") that are vested but not For the three six June 30, 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 4,251 $ (56,944 ) $ (27,692 ) $ (58,957 ) Denominator: Weighted average shares outstanding 81,012,997 79,793,240 80,613,857 79,479,049 Weighted average restricted shares vested not delivered 1,714,974 1,700,581 1,709,997 1,714,058 Total basic weighted average shares outstanding 82,727,971 81,493,821 82,323,854 81,193,107 Dilutive effect of assumed conversion of restricted stock units 24,675 — — — Total diluted weighted average shares outstanding 82,752,646 81,493,821 82,323,854 81,193,107 Basic and diluted income (loss) per share: Basic $ 0.05 $ (0.70 ) $ (0.34 ) $ (0.73 ) Diluted $ 0.05 $ (0.70 ) $ (0.34 ) $ (0.73 ) Based on exercise prices compared to the average stock prices for the three six June 30, 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Restricted stock units 5,568,341 1,875,000 5,592,510 1,875,000 Stock options 2,139,000 2,139,000 2,139,000 2,139,000 Total anti-dilutive securities 7,707,341 4,014,000 7,731,510 4,014,000 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 3 - Intangible Assets, Net
Note 3 - Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 3. Intangible assets, net, other than goodwill, consist of the following: Amortization period (in years) June 30, 2023 December 31, 2022 Gross amount: Software developed for internal use 3 $ 16,664 13,740 Acquired proprietary technology 3- 5 16,972 15,965 Customer relationships 5- 10 39,168 38,068 Trade names 4- 20 16,657 16,657 Domain names 20 195 195 Databases 5- 10 31,292 31,292 Non-competition agreements 2- 5 1,768 1,768 122,716 117,685 Total gross amount Accumulated amortization: Software developed for internal use (10,007 ) (8,097 ) Acquired proprietary technology (14,825 ) (14,305 ) Customer relationships (36,202 ) (35,156 ) Trade names (6,484 ) (6,038 ) Domain names (72 ) (68 ) Databases (24,833 ) (23,508 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (94,191 ) (88,940 ) Net intangible assets: Software developed for internal use 6,657 5,643 Acquired proprietary technology 2,147 1,660 Customer relationships 2,966 2,912 Trade names 10,173 10,619 Domain names 123 127 Databases 6,459 7,784 Total intangible assets, net $ 28,525 $ 28,745 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, effecti June 8, 2016 ( July 1, 2019 ( April 1, 2020; January 1, 2022 ( 11 , Business acquisition), January 9, 2023 ( 12, Variable Interest Entity). The Company completed its quarterly triggering event assessments for the three June 30, 2023 not FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) Amortization expense of $2,995 three June 30, 2023 2022 six June 30, 2023 2022 June 30, 2023 not not As of June 30, 2023 2023 2028 Year June 30, 2023 Remainder of 2023 $ 6,636 2024 8,676 2025 6,360 2026 2,765 2027 1,657 2028 and thereafter 2,431 Total $ 28,525 |
Note 4 - Goodwill
Note 4 - Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 4. Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for under business combination accounting. As of June 30, 2023 December 31, 2022, 12, Variable Interest Entities 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, 2023 . March 31, 2023. The Company completed its quarterly triggering event assessments for the three June 30, 2023 . June 30, 2023. not FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 5 - Long-term Debt, Net
Note 5 - Long-term Debt, Net | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. Long-term debt, net of unamortized discount and financing costs, related to the Credit Facility consisted of the following: June 30, 2023 December 31, 2022 Credit Facility due 2026 (less unamortized discount and financing costs of $761 and $656, respectively) $ 37,989 $ 40,594 Less: Current portion of long-term debt (10,000 ) (5,000 ) Long-term debt, net (non-current) $ 27,989 $ 35,594 Credit Facility On March 31, 2021, May 15, 2023, 2023: 13, Subsequent Events The Credit Agreement matures on March 31, 2026, June 30, 2021. June 30, 2023 Borrowings under the Credit Agreement bear interest at a rate per annum equal to the benchmark selected by the Borrower, which may December 31, 2022 June 30, 2023. The Credit Agreement also contains certain customary conditions applicable to extensions of credit, including that representations and warranties made in the Credit Agreement be materially true and correct at the time of such extension. The third two 2023. June 30, 2023, not not not FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) Maturities As of June 30, 2023 Year June 30, 2023 Remainder of 2023 $ 2,500 2024 5,000 2025 5,000 2026 26,250 Total maturities $ 38,750 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
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 ("AETR"). The Company updates its estimated AETR on a quarterly basis and, if the estimate changes, a cumulative adjustment is made. As of June 30, 2023 December 31, 2022 may For the six June 30, 2023 2023 six June 30, 2022 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 June 30, 2023 December 31, 2022 June 30, 2023 not The Company does not twelve FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 7 - Common Stock, Treasury
Note 7 - Common Stock, Treasury Stock and Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 7. Common stock As of June 30, 2023 December 31, 2022 For the six June 30, 2023 Treasury stock As of June 30, 2023 December 31, 2022 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 six June 30, 2023 8 Share-based compensation. |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 8. On June 8, 2022 ( 2022 "2022 June 30, 2023 2022 2018 The primary purpose of the 2022 October 2022, 2022 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) 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. 20 20 no first June 30, 2023 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 six June 30, 2023 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2022 2,139,000 $ 4.37 6.3 $ — Granted — — — — Exercised — — — — Expired — — — — Outstanding as of June 30, 2023 2,139,000 $ 4.37 5.8 $ — Options exercisable as of June 30, 2023 1,242,000 $ 3.98 5.8 $ — 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. FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) For the six June 30, 2023 Number of stock options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2022 897,000 $ 4.91 6.3 Granted — — — Vested — — — Unvested as of June 30, 2023 897,000 $ 4.91 5.8 Compensation expense recognized for stock options of $0 and $20 for the three June 30, 2023 2022 six June 30, 2023 2022 June 30, 2023 Restricted stock units and restricted stock For the six June 30, 2023 Number of units Weighted average grant-date fair value Unvested as of December 31, 2022 4,223,156 $ 5.37 Granted 3,487,110 $ 0.89 Vested and delivered (1,054,351 ) $ 3.13 Withheld as treasury stock (1) (311,417 ) $ 1.82 Vested not delivered (2) (19,592 ) $ 1.41 Forfeited (732,396 ) $ 1.47 Unvested as of June 30, 2023 5,592,510 $ 4.05 ( 1 As discussed in Note 7 Common stock, treasury stock and warrants, June 30, 2023 ( 2 Vested not six June 30, 2023 not June 30, 2023 not Compensation expense recognized for RSUs of $960 and $867 for the three June 30, 2023 2022 six June 30, 2023 2022 As of June 30, 2023 , FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) For the three six June 30, 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Sales and marketing $ 129 $ 143 $ 296 $ 313 Product development 136 98 327 258 General and administrative 671 622 1,434 1,280 Share-based compensation expense 936 863 2,057 1,851 Capitalized in intangible assets 24 24 51 51 Total share-based compensation $ 960 $ 887 $ 2,108 $ 1,902 As of June 30, 2023, |
Note 9 - Segment Information
Note 9 - Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 two two one Summarized financial information concerning the Company's segments for the three six June 30, 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Fluent segment revenue(1): United States 40,200 $ 54,684 $ 83,108 $ 115,343 International 39,809 $ 41,258 72,139 66,633 Fluent segment revenue 80,009 95,942 155,247 181,976 All Other segment revenue(1): United States 2,136 $ 2,387 $ 4,152 $ 5,376 International — 32 — 72 All Other segment revenue 2,136 $ 2,419 $ 4,152 $ 5,448 Segment EBITDA Fluent segment EBITDA $ 9,685 $ (48,168 ) $ (18,894 ) $ (46,247 ) All Other segment EBITDA 149 108 (66 ) (135 ) Total EBITDA 9,834 (48,060 ) (18,960 ) (46,382 ) Depreciation and amortization 3,095 3,332 5,454 6,639 Total income (loss) from operations $ 6,739 $ (51,392 ) $ (24,414 ) $ (53,021 ) ( 1 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) June 30, December 31, 2023 2022 Total assets: Fluent $ 140,236 $ 168,486 All Other 14,846 15,483 Total assets $ 155,082 $ 183,969 As of June 30, 2023 For the six June 30, 2023 |
Note 10 - Contingencies
Note 10 - Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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. The Company does not On March 31, 2022, December 1, 2010 November 30, 2019. April 1, 2022. March 1, 2022, On January 28, 2020, October 18, 2022, January 12, 2023, December 31, 2022. May 26, 2023, third July 17, 2023, August 11, 2023, August 15, 2023. FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) On October 6, 2020, November 2, 2022. May 19, 2023, June 30, 2023. The Company has been involved in a Telephone Consumer Protection Act class action, Daniel Berman v. Freedom Financial Network 2018. On May 31, 2023, July 28, 2023, 2024. December 31, 2022. two |
Note 11 - Business Acquisition
Note 11 - Business Acquisition | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 11. True North Acquisition On January 1, 2022 , first second five 805, Since January 1, 2022, one five not not FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 12 - Variable Interest Ent
Note 12 - Variable Interest Entity | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Variable Interest Entity Disclosure [Text Block] | 12. A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company assesses whether we are the primary beneficiary of a VIE at the inception of the arrangement and as of the reporting date. On January 9, 2023, not As the Company gained control of TAPP, in accordance with ASC 805, three one four not six June 30, 2023, |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 13. On July 31, 2023, August 14, 2023, On August 21, 2023, third fourth 2023, fourth 2023, June 30, 2023 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 ("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 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 June 30, 2023 2022 not December 31, 2023 From time to time, the Company may may The information included in this Quarterly Report on Form 10 10 December 31, 2022 2022 10 March 15, 2023 December 31, 2022 2022 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 Accounting pronouncements not not In January 2016, No. 2016 13, Financial Instruments Credit Losses December 15, 2022, no |
Revenue from Contract with Customer [Policy Text Block] | (c) Revenue recognition Revenue is generated when control of goods or services is transferred to customers, in the amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration or the installation of an app) and subject to certain qualifying characteristics specified by the customer, Revenue is recognized upon satisfaction of the associated performance obligation. The Company elected the "right to invoice" practical expedient under Accounting Standards Codification ("ASC") 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 June 30, 2023 December 31, 2022 December 31, 2022 first 2023 When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is earned, and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of June 30, 2023 December 31, 2022 not |
Use of Estimates, Policy [Policy Text Block] | (d) Use of estimates The preparation of consolidated financial statements in accordance with 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, consolidation of variable interest entity, accruals for contingencies, and income tax provisions. 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. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | (e) Fair value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three first two may ● Level 1 ● Level 2— 1 not ● Level 3 no The fair value of the Company’s cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. As of June 30, 2023 2 5, Long-term debt, net The fair value of certain long-lived non-financial assets and liabilities may June 30, 2023 3, 4, Goodwill |
Note 2 - Income (Loss) Per Sh_2
Note 2 - Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 4,251 $ (56,944 ) $ (27,692 ) $ (58,957 ) Denominator: Weighted average shares outstanding 81,012,997 79,793,240 80,613,857 79,479,049 Weighted average restricted shares vested not delivered 1,714,974 1,700,581 1,709,997 1,714,058 Total basic weighted average shares outstanding 82,727,971 81,493,821 82,323,854 81,193,107 Dilutive effect of assumed conversion of restricted stock units 24,675 — — — Total diluted weighted average shares outstanding 82,752,646 81,493,821 82,323,854 81,193,107 Basic and diluted income (loss) per share: Basic $ 0.05 $ (0.70 ) $ (0.34 ) $ (0.73 ) Diluted $ 0.05 $ (0.70 ) $ (0.34 ) $ (0.73 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Restricted stock units 5,568,341 1,875,000 5,592,510 1,875,000 Stock options 2,139,000 2,139,000 2,139,000 2,139,000 Total anti-dilutive securities 7,707,341 4,014,000 7,731,510 4,014,000 |
Note 3 - Intangible Assets, N_2
Note 3 - Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortization period (in years) June 30, 2023 December 31, 2022 Gross amount: Software developed for internal use 3 $ 16,664 13,740 Acquired proprietary technology 3- 5 16,972 15,965 Customer relationships 5- 10 39,168 38,068 Trade names 4- 20 16,657 16,657 Domain names 20 195 195 Databases 5- 10 31,292 31,292 Non-competition agreements 2- 5 1,768 1,768 122,716 117,685 Total gross amount Accumulated amortization: Software developed for internal use (10,007 ) (8,097 ) Acquired proprietary technology (14,825 ) (14,305 ) Customer relationships (36,202 ) (35,156 ) Trade names (6,484 ) (6,038 ) Domain names (72 ) (68 ) Databases (24,833 ) (23,508 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (94,191 ) (88,940 ) Net intangible assets: Software developed for internal use 6,657 5,643 Acquired proprietary technology 2,147 1,660 Customer relationships 2,966 2,912 Trade names 10,173 10,619 Domain names 123 127 Databases 6,459 7,784 Total intangible assets, net $ 28,525 $ 28,745 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year June 30, 2023 Remainder of 2023 $ 6,636 2024 8,676 2025 6,360 2026 2,765 2027 1,657 2028 and thereafter 2,431 Total $ 28,525 |
Note 5 - Long-term Debt, Net (T
Note 5 - Long-term Debt, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | June 30, 2023 December 31, 2022 Credit Facility due 2026 (less unamortized discount and financing costs of $761 and $656, respectively) $ 37,989 $ 40,594 Less: Current portion of long-term debt (10,000 ) (5,000 ) Long-term debt, net (non-current) $ 27,989 $ 35,594 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year June 30, 2023 Remainder of 2023 $ 2,500 2024 5,000 2025 5,000 2026 26,250 Total maturities $ 38,750 |
Note 8 - Share-based Compensa_2
Note 8 - Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 2,139,000 $ 4.37 6.3 $ — Granted — — — — Exercised — — — — Expired — — — — Outstanding as of June 30, 2023 2,139,000 $ 4.37 5.8 $ — Options exercisable as of June 30, 2023 1,242,000 $ 3.98 5.8 $ — |
Schedule of Nonvested Share Activity [Table Text Block] | Number of stock options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2022 897,000 $ 4.91 6.3 Granted — — — Vested — — — Unvested as of June 30, 2023 897,000 $ 4.91 5.8 |
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, 2022 4,223,156 $ 5.37 Granted 3,487,110 $ 0.89 Vested and delivered (1,054,351 ) $ 3.13 Withheld as treasury stock (1) (311,417 ) $ 1.82 Vested not delivered (2) (19,592 ) $ 1.41 Forfeited (732,396 ) $ 1.47 Unvested as of June 30, 2023 5,592,510 $ 4.05 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Sales and marketing $ 129 $ 143 $ 296 $ 313 Product development 136 98 327 258 General and administrative 671 622 1,434 1,280 Share-based compensation expense 936 863 2,057 1,851 Capitalized in intangible assets 24 24 51 51 Total share-based compensation $ 960 $ 887 $ 2,108 $ 1,902 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Fluent segment revenue(1): United States 40,200 $ 54,684 $ 83,108 $ 115,343 International 39,809 $ 41,258 72,139 66,633 Fluent segment revenue 80,009 95,942 155,247 181,976 All Other segment revenue(1): United States 2,136 $ 2,387 $ 4,152 $ 5,376 International — 32 — 72 All Other segment revenue 2,136 $ 2,419 $ 4,152 $ 5,448 Segment EBITDA Fluent segment EBITDA $ 9,685 $ (48,168 ) $ (18,894 ) $ (46,247 ) All Other segment EBITDA 149 108 (66 ) (135 ) Total EBITDA 9,834 (48,060 ) (18,960 ) (46,382 ) Depreciation and amortization 3,095 3,332 5,454 6,639 Total income (loss) from operations $ 6,739 $ (51,392 ) $ (24,414 ) $ (53,021 ) June 30, December 31, 2023 2022 Total assets: Fluent $ 140,236 $ 168,486 All Other 14,846 15,483 Total assets $ 155,082 $ 183,969 |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Contract with Customer, Liability, Current | $ 895 | $ 1,014 |
Unbilled Receivables, Current | $ 21,526 | $ 26,878 |
Note 2 - Income (Loss) Per Sh_3
Note 2 - Income (Loss) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net income (loss) | $ 4,251 | $ (56,944) | $ (27,692) | $ (58,957) |
Weighted average shares outstanding (in shares) | 81,012,997 | 79,793,240 | 80,613,857 | 79,479,049 |
Weighted average restricted shares vested not delivered (in shares) | 1,714,974 | 1,700,581 | 1,709,997 | 1,714,058 |
Total basic weighted average shares outstanding (in shares) | 82,727,971 | 81,493,821 | 82,323,854 | 81,193,107 |
Total diluted weighted average shares outstanding (in shares) | 82,752,646 | 81,493,821 | 82,323,854 | 81,193,107 |
Basic (in dollars per share) | $ 0.05 | $ (0.70) | $ (0.34) | $ (0.73) |
Diluted (in dollars per share) | $ 0.05 | $ (0.70) | $ (0.34) | $ (0.73) |
Restricted Stock Units (RSUs) [Member] | ||||
Dilutive effect of assumed conversion of restricted stock units (in shares) | 24,675 | 0 | 0 | 0 |
Note 2 - Income (Loss) Per Sh_4
Note 2 - Income (Loss) Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total anti-dilutive securities (in shares) | 7,707,341 | 4,014,000 | 7,731,510 | 4,014,000 |
Restricted Stock Units (RSUs) [Member] | ||||
Total anti-dilutive securities (in shares) | 5,568,341 | 1,875,000 | 5,592,510 | 1,875,000 |
Share-Based Payment Arrangement, Option [Member] | ||||
Total anti-dilutive securities (in shares) | 2,139,000 | 2,139,000 | 2,139,000 | 2,139,000 |
Note 3 - Intangible Assets, N_3
Note 3 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | Apr. 01, 2020 | |
Amortization of Intangible Assets | $ 2,995 | $ 3,218 | $ 5,251 | $ 6,359 | |||
Finite-Lived Intangible Assets, Gross | 122,716 | 122,716 | $ 117,685 | ||||
Software Developed for Internal Use, Not Commenced Amortization [Member] | |||||||
Finite-Lived Intangible Assets, Gross | $ 1,184 | $ 1,184 | |||||
Winopoly, LLC [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | ||||||
True North Loyalty, Llc [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Note 3 - Intangible Assets, N_4
Note 3 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Total gross amount | $ 122,716 | $ 117,685 |
Total accumulated amortization | (94,191) | (88,940) |
Intangible assets, net | $ 28,525 | 28,745 |
Computer Software, Intangible Asset [Member] | ||
Amortization period (Year) | 3 years | |
Total gross amount | $ 16,664 | 13,740 |
Total accumulated amortization | (10,007) | (8,097) |
Intangible assets, net | 6,657 | 5,643 |
Acquired Proprietary Technology [Member] | ||
Total gross amount | 16,972 | 15,965 |
Total accumulated amortization | (14,825) | (14,305) |
Intangible assets, net | $ 2,147 | 1,660 |
Acquired Proprietary Technology [Member] | Minimum [Member] | ||
Amortization period (Year) | 3 years | |
Customer Relationships [Member] | ||
Total gross amount | $ 39,168 | 38,068 |
Total accumulated amortization | (36,202) | (35,156) |
Intangible assets, net | $ 2,966 | 2,912 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Trade Names [Member] | ||
Total gross amount | $ 16,657 | 16,657 |
Total accumulated amortization | (6,484) | (6,038) |
Intangible assets, net | $ 10,173 | 10,619 |
Trade Names [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Internet Domain Names [Member] | ||
Amortization period (Year) | 20 years | |
Total gross amount | $ 195 | 195 |
Total accumulated amortization | (72) | (68) |
Intangible assets, net | 123 | 127 |
Database Rights [Member] | ||
Total gross amount | 31,292 | 31,292 |
Total accumulated amortization | (24,833) | (23,508) |
Intangible assets, net | $ 6,459 | 7,784 |
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) |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
2023 | $ 6,636 | |
2024 | 8,676 | |
2025 | 6,360 | |
2026 | 2,765 | |
2027 | 1,657 | |
2028 and thereafter | 2,431 | |
Total | $ 28,525 | $ 28,745 |
Note 4 - Goodwill (Details Text
Note 4 - Goodwill (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill | $ 30,966,000 | $ 55,111,000 | ||
Goodwill, Period Increase (Decrease) | (24,145,000) | |||
Goodwill, Impairment Loss | 25,700,000 | $ 55,400,000 | ||
Goodwill, Acquired During Period | 1,555,000 | |||
Fluent [Member] | ||||
Goodwill | $ 51,614,000 | $ 27,469 | ||
Goodwill, Impairment Loss | $ 25,700,000 | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 20% | 5% |
Note 5 - Long-term Debt, Net (D
Note 5 - Long-term Debt, Net (Details Textual) - The Credit Agreement [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | |
Debt Instrument, LIBOR Floor | 0.25% | ||
Debt Instrument, Secured Overnight Financing Rate SOFR Floor | 0% | ||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | 7.95% | |
Secured Overnight Financing Rate (SOFR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||
London Interbank Offered Rate LIBOR 1 [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
Minimum [Member] | Base Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
Minimum [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | 0.10% | |
Maximum [Member] | Base Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
Maximum [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | ||
Debt Instrument, Quarterly Principal Amortization | $ 1,250 | ||
New Credit Facility Term Loan [Member] | |||
Debt Instrument, Face Amount | $ 50,000 |
Note 5 - Long-term Debt, Net -
Note 5 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Credit Facility due 2026 (less unamortized discount and financing costs of $761 and $656, respectively) | $ 37,989 | $ 40,594 |
Less: Current portion of long-term debt | (10,000) | (5,000) |
Long-term debt, net (non-current) | $ 27,989 | $ 35,594 |
Note 5 - Long-term Debt, Net _2
Note 5 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Remainder of 2023 | $ 2,500 |
2024 | 5,000 |
2025 | 5,000 |
2026 | 26,250 |
Total maturities | $ 38,750 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent | 6.90% | 9.50% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | ||
Unrecognized Tax Benefits | $ 1,480 | $ 1,480 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 |
Note 7 - Common Stock, Treasu_2
Note 7 - Common Stock, Treasury Stock and Warrants (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Common Stock, Shares, Issued (in shares) | 85,751,226 | 84,385,458 |
Treasury Stock, Common, Shares (in shares) | 4,611,569 | 4,300,152 |
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 311,417,000 | |
Treasury Stock, Common, Value | $ 11,407 | $ 11,171 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 1,365,768 | |
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 311,417 |
Note 8 - Share-based Compensa_3
Note 8 - Share-based Compensation (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2019 | Dec. 31, 2022 | Aug. 10, 2022 | |
Share-Based Payment Arrangement, Expense | $ 936 | $ 863 | $ 2,057 | $ 1,851 | |||||||
Treasury Stock, Common, Shares (in shares) | 4,611,569 | 4,611,569 | 4,300,152 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | 20 | $ 0 | 125 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 0 | $ 0 | |||||||||
Transaction Grants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Delivered in Period (in shares) | 19,592 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ 960 | $ 867 | $ 2,108 | $ 1,777 | |||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares) | 1,719,592 | 1,719,592 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 5,801 | $ 5,801 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 4 months 24 days | ||||||||||
Performance Shares [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ 14 | ||||||||||
Fluent, Inc. 2022 Omnibus Equity Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 15,422,523 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 5,558,016 | 5,558,016 | |||||||||
The 2018 Stock Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 942,604 | 942,604 | |||||||||
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% | ||||||||||
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% | |||||||
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% | ||||||||||
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% | 70% | 70% | 65% |
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) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Outstanding, number of options (in shares) | 2,139,000 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 4.37 | |
Outstanding, weighted average remaining contractual term (Year) | 5 years 9 months 18 days | 6 years 3 months 18 days |
Granted, number of options (in shares) | 0 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 0 | |
Exercised, number of options (in shares) | 0 | |
Exercised (in dollars per share) | $ 0 | |
Expired, number of options (in shares) | 0 | |
Outstanding, number of options (in shares) | 2,139,000 | 2,139,000 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 4.37 | $ 4.37 |
Options exercisable, number of options (in 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) | 5 years 9 months 18 days |
Note 8 - Share-based Compensa_6
Note 8 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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) | 5 years 9 months 18 days | 6 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] | 6 Months Ended | |
Jun. 30, 2023 $ / shares shares | ||
Unvested, number of units (in shares) | shares | 4,223,156 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 5.37 | |
Granted, number of units (in shares) | shares | 3,487,110 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 0.89 | |
Vested and delivered, number of units (in shares) | shares | (1,054,351) | |
Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.13 | |
Withheld as treasury stock (1), number of units (in shares) | shares | (311,417) | [1] |
Withheld as treasury stock (1), weighted average grant-date fair value (in dollars per share) | $ / shares | $ 1.82 | [1] |
Vested not delivered (2), number of units (in shares) | shares | (19,592) | [2] |
Vested not delivered (2), weighted average grant-date fair value (in dollars per share) | $ / shares | $ 1.41 | [2] |
Forfeited, number of units (in shares) | shares | (732,396) | |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 1.47 | |
Unvested, number of units (in shares) | shares | 5,592,510 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.05 | |
[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 June 30, 2023, there were 4,611,569 outstanding shares of treasury stock.[2]Vested not delivered represents vested RSUs with delivery deferred to a future time. For the six months ended June 30, 2023, there was a net increase in the vested not delivered balance as a result of the vesting of the 19,592 shares that were deferred due to timing of delivery of certain shares. As of June 30, 2023, 1,719,592 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total share-based compensation expense | $ 936 | $ 863 | $ 2,057 | $ 1,851 |
Share-based compensation capitalized in intangible assets | 24 | 24 | 51 | 51 |
Total share-based compensation | 960 | 887 | 2,108 | 1,902 |
Selling and Marketing Expense [Member] | ||||
Total share-based compensation expense | 129 | 143 | 296 | 313 |
Research and Development Expense [Member] | ||||
Total share-based compensation expense | 136 | 98 | 327 | 258 |
General and Administrative Expense [Member] | ||||
Total share-based compensation expense | $ 671 | $ 622 | $ 1,434 | $ 1,280 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
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 | $ 41,997 |
Revenue from Contract with Customer, Excluding Assessed Tax, Percentage | 26% |
Note 9 - Segment Information -
Note 9 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Revenue | $ 82,145 | $ 98,361 | $ 159,399 | $ 187,424 | ||
EBITDA | 9,834 | (48,060) | (18,960) | (46,382) | ||
Depreciation and amortization | 3,095 | 3,332 | 5,454 | 6,639 | ||
Total income (loss) from operations | 6,739 | (51,392) | (24,414) | (53,021) | ||
Total assets | 155,082 | 155,082 | $ 183,969 | |||
Fluent Segment [Member] | ||||||
Revenue | [1] | 80,009 | 95,942 | 155,247 | 181,976 | |
EBITDA | 9,685 | (48,168) | (18,894) | (46,247) | ||
Total assets | 140,236 | 140,236 | 168,486 | |||
Fluent Segment [Member] | UNITED STATES | ||||||
Revenue | [1] | 40,200 | 54,684 | 83,108 | 115,343 | |
Fluent Segment [Member] | Non-US [Member] | ||||||
Revenue | [1] | 39,809 | 41,258 | 72,139 | 66,633 | |
Other Segments [Member] | ||||||
Revenue | [1] | 2,136 | 2,419 | 4,152 | 5,448 | |
EBITDA | 149 | 108 | (66) | (135) | ||
Total assets | 14,846 | 14,846 | $ 15,483 | |||
Other Segments [Member] | UNITED STATES | ||||||
Revenue | [1] | 2,136 | 2,387 | 4,152 | 5,376 | |
Other Segments [Member] | Non-US [Member] | ||||||
Revenue | [1] | $ 0 | $ 32 | $ 0 | $ 72 | |
[1]Revenue aggregation is based upon location of the customer. |
Note 10 - Contingencies (Detail
Note 10 - Contingencies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||||
Feb. 07, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 26, 2023 | Mar. 23, 2023 | |
TCPA class action, Daniel Berman v. Freedom Financial Network [Member] | |||||
Litigation Settlement, Expense | $ 250 | ||||
Loss Contingency, Damages Sought, Value | $ 9,750 | ||||
New York State Department of Taxation and Finance [member] | State and Local Jurisdiction [Member] | |||||
Income Tax Examination, Settlement | $ 1,700 | ||||
Civil Investigative Demand, Federal Trade Commission (FTC) [Member] | |||||
Loss Contingency, Estimate of Possible Loss | $ 2,500 | $ 5,000 | |||
Loss Contingency, Settlement Contribution [Member] | TCPA class action, Daniel Berman v. Freedom Financial Network [Member] | |||||
Loss Contingency, Damages Awarded, Value | 3,100 | ||||
Loss Contingency, Execution of the Settlement Agreement [Member] | TCPA class action, Daniel Berman v. Freedom Financial Network [Member] | |||||
Loss Contingency, Damages Awarded, Value | 1,100 | ||||
Loss Contingency, Interest-bearing Note Agreement Terms[Member] | TCPA class action, Daniel Berman v. Freedom Financial Network [Member] | |||||
Loss Contingency, Damages Awarded, Value | $ 2,000 | ||||
Loss Contingency, Settlement Agreement, Term (Year) | 2 years |
Note 11 - Business Acquisition
Note 11 - Business Acquisition (Details Textual) - USD ($) $ in Thousands | Jan. 01, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill | $ 30,966 | $ 55,111 | |
True North Loyalty, Llc [Member] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||
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, 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 | ||
Goodwill | 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 |
Note 12 - Variable Interest E_2
Note 12 - Variable Interest Entity (Details Textual) - USD ($) $ in Thousands | Jan. 09, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill | $ 30,966 | $ 55,111 | |
TAPP LLC [Member] | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100% | ||
Business Combination, Consideration Transferred, Total | $ 4,165 | ||
Payments to Acquire Businesses, Gross | 1,250 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,915 | ||
Goodwill | 1,555 | ||
TAPP LLC [Member] | Publisher Contracts [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,100 | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 1 year | ||
TAPP LLC [Member] | Trade Secrets [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,510 | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | ||
TAPP LLC [Member] | Achievement of Specified Revenue and Media Margin Targets [Member] | |||
Business Combination, Contingent Consideration, Liability, Period (Year) | 3 years |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |||||
Aug. 21, 2023 | Aug. 14, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2021 | |
Repayments of Long-Term Debt | $ 2,500 | $ 2,500 | ||||
Long-Term Debt, Current Maturities | 10,000 | $ 5,000 | ||||
The Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | |||||
The Credit Agreement [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | |||||
The Credit Agreement [Member] | New Credit Facility Term Loan [Member] | ||||||
Long-Term Debt, Current Maturities | $ 5,000 | |||||
The Credit Agreement [Member] | New Credit Facility Term Loan [Member] | Subsequent Event [Member] | ||||||
Proceeds from Insurance, Legal Related cost | $ 4,022 | |||||
Repayments of Long-Term Debt | $ 5,000 |