Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 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 | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 52,800,000 | ||
Entity Common Stock, Shares Outstanding | 81,571,864 | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS: | ||
Cash and cash equivalents | $ 15,804 | $ 25,547 |
Accounts receivable, net of allowance for doubtful accounts of $231 and $544, respectively | 56,531 | 63,164 |
Prepaid expenses and other current assets | 6,071 | 3,506 |
Total current assets | 78,406 | 92,217 |
Property and equipment, net | 591 | 964 |
Operating lease right-of-use assets | 3,395 | 5,202 |
Intangible assets, net | 26,809 | 28,745 |
Goodwill | 1,261 | 55,111 |
Other non-current assets | 1,405 | 1,730 |
Total assets | 111,867 | 183,969 |
LIABILITIES AND SHAREHOLDERS’ EQUITY: | ||
Accounts payable | 10,954 | 6,190 |
Accrued expenses and other current liabilities | 30,534 | 35,626 |
Deferred revenue | 430 | 1,014 |
Current portion of long-term debt | 5,000 | 5,000 |
Current portion of operating lease liability | 2,296 | 2,389 |
Total current liabilities | 49,214 | 50,219 |
Long-term debt, net | 25,488 | 35,594 |
Operating lease liability, net | 1,699 | 3,743 |
Other non-current liabilities | 1,062 | 458 |
Total liabilities | 77,463 | 90,014 |
Contingencies (Note 16) | ||
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 — 85,917,891 and 84,385,458, respectively; and Shares outstanding — 81,306,322 and 80,085,306, respectively | 43 | 42 |
Treasury stock, at cost — 4,611,569 and 4,300,152 shares, respectively | (11,407) | (11,171) |
Additional paid-in capital | 427,286 | 423,384 |
Accumulated deficit | (381,518) | (318,300) |
Total shareholders’ equity | 34,404 | 93,955 |
Total liabilities and shareholders’ equity | $ 111,867 | $ 183,969 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for doubtful accounts | $ 231 | $ 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) | 85,917,891 | 84,385,458 |
Common stock, shares outstanding (in shares) | 81,306,322 | 80,085,306 |
Treasury stock, shares (in shares) | 4,611,569 | 4,300,152 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 298,399 | $ 361,134 |
Costs and expenses: | ||
Cost of revenue (exclusive of depreciation and amortization) | 219,884 | 267,487 |
Sales and marketing | 18,576 | 17,121 |
Product development | 18,454 | 18,159 |
General and administrative | 35,334 | 53,470 |
Depreciation and amortization | 10,876 | 13,214 |
Goodwill impairment and write-off of intangible assets | 55,405 | 111,255 |
Loss on disposal of property and equipment | 0 | 19 |
Total costs and expenses | 358,529 | 480,725 |
Loss from operations | (60,130) | (119,591) |
Interest expense, net | (3,204) | (1,965) |
Loss before income taxes | (63,334) | (121,556) |
Income tax (expense) benefit | 116 | (1,776) |
Net loss | $ (63,218) | $ (123,332) |
Basic and diluted loss per share: | ||
Basic (in dollars per share) | $ (0.77) | $ (1.51) |
Diluted (in dollars per share) | $ (0.77) | $ (1.51) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 82,622,131 | 81,412,595 |
Diluted (in shares) | 82,622,131 | 81,412,595 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - 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) | 1,328,375 | ||||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 0 | 211 | $ 211 | ||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 208,329 | 208,329,000 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (448) | $ (448) | |||
Share-based compensation expense | 0 | 0 | 4,114 | 0 | 4,114 |
Net loss | $ 0 | $ 0 | 0 | (123,332) | (123,332) |
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) | 1,532,433 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | $ 0 | (1) | 0 | $ 0 |
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 0 | 311,417 | 311,417,000 | ||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ 0 | $ (236) | 0 | 0 | $ (236) |
Share-based compensation expense | 0 | 0 | 3,903 | 0 | 3,903 |
Net loss | $ 0 | $ 0 | 0 | (63,218) | (63,218) |
Balance (in shares) at Dec. 31, 2023 | 85,917,891 | 4,611,569 | |||
Balance at Dec. 31, 2023 | $ 43 | $ (11,407) | $ 427,286 | $ (381,518) | $ 34,404 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (63,218) | $ (123,332) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,876 | 13,214 |
Non-cash loan amortization expense | 426 | 265 |
Share-based compensation expense | 3,756 | 4,092 |
Goodwill impairment | 55,405 | 111,069 |
Write-off of intangible assets | 0 | 186 |
Loss on disposal of property and equipment | 0 | 19 |
Provision for bad debts | 124 | 450 |
Deferred income taxes | (145) | (225) |
Changes in assets and liabilities, net of business acquisition: | ||
Accounts receivable | 6,509 | 6,617 |
Prepaid expenses and other current assets | (2,565) | (917) |
Other non-current assets | 325 | 162 |
Operating lease assets and liabilities, net | (330) | (184) |
Accounts payable | 4,764 | (9,940) |
Accrued expenses and other current liabilities | (6,088) | 477 |
Deferred revenue | (584) | 139 |
Other | (1,117) | (128) |
Net cash provided by operating activities | 8,138 | 1,964 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Business acquisition/consolidation, net of cash acquired | (1,250) | (1,036) |
Capitalized costs included in intangible assets | (5,838) | (4,383) |
Acquisition of property and equipment | (25) | (17) |
Net cash used in investing activities | (7,113) | (5,436) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (10,000) | (5,000) |
Debt financing costs | (532) | 0 |
Taxes paid related to net share settlement of vesting of restricted stock units | (236) | (448) |
Net cash used in financing activities | (10,768) | (5,448) |
Net decrease in cash and cash equivalents | (9,743) | (8,920) |
Cash and cash equivalents at beginning of period | 25,547 | 34,467 |
Cash and cash equivalents at end of period | 15,804 | 25,547 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 2,984 | 1,758 |
Cash paid (refund) for income taxes, net | (272) | 1,014 |
Share-based compensation capitalized in intangible assets | 94 | 97 |
Equity issued in connection with True North acquisition | 0 | 211 |
TAPP LLC [Member] | ||
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Contingent payments in connection with TAPP consolidation | 2,915 | 0 |
True North Loyalty, Llc [Member] | ||
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Deferred payment in connection with True North acquisition | 0 | 860 |
Contingent payments in connection with acquisition | $ 0 | $ 250 |
Item 1C - Cybersecurity
Item 1C - Cybersecurity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Cybersecurity [Text Block] | 1C. We have made cybersecurity and the protection of our customer's data a top priority. The critical areas that we consider for our evolving cybersecurity program include access control; data encryption; SSDLC/change management; BCP/DRP; endpoint security; patch management; vulnerability assessments; compliance management; data privacy; incident response; monitoring, alerting, and lodging; employee training; and cyber insurance. Risk Management & Strategy Our cyber risk management program is designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. To help protect our company from a major cybersecurity incident that could have a material impact on operations or our financial results, we have implemented policies, procedures, programs and controls, including investments in technology that focus on cybersecurity incident prevention, identification and mitigation. The underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology ("NIST"). We execute an NIST 800 53 Governance Our Cybersecurity Program is governed by the Company's IT and Legal and Compliance teams. Our Chief Technology Officer ("CTO") has over 20 20 Incident Disclosure and Materiality Our incident management procedures include identification, evaluation, definition, and escalation based on the determination of materiality. This determination involves the Company's IT and Legal and Compliance teams, executive officers, and cyber insurance provider. Breach notifications and escalation to the Audit Committee would also be based on the materiality determination. Each quarter, the VP of IT provides an update on key cybersecurity projects and any material breaches at the quarterly Audit Committee meeting, at which both the internal and external auditors are present. While we did not December 31, 2023, may not 1A. |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 9B. Not |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Note 1 - Principal Activities a
Note 1 - Principal Activities and Organization | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Principal activities Fluent, Inc. ("Fluent," or the "Company"), a Delaware corporation, is an industry leader in data-driven digital marketing services. The Company primarily performs customer acquisition services by operating highly scalable digital marketing campaigns, through which the Company connects its advertiser clients with consumers they are seeking to reach. The Company delivers data and performance-based marketing executions to its clients, which in 2023 included over 500 consumer brands |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. (a) Basis of preparation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). From time to time, the Company may may Principles of consolidation All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. (b) Use of estimates The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, purchase accounting, put/call considerations, consolidation of variable interest entity and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. (c) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits with original maturities of three The Company’s cash and cash equivalents are held in major financial institutions located in the United States, which have high credit ratings. As of December 31, 2023 2022 Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments. The Company places its temporary cash instruments with highly rated financial institutions within the United States, and, at times, may $250 (d) Accounts receivable and allowance for doubtful accounts Accounts receivables are due from customers, which are generally unsecured, and consist of amounts earned but not None The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management determines this allowance based on reviews of customer-specific facts and circumstances along with an application of a percentage against the balance based upon aging and historic charge offs. Management also evaluates the macroeconomic environment to determine if any additional adjustments are needed. Account balances are charged off against the allowance for doubtful accounts after all customary means of collection have been exhausted and the potential for recovery is considered remote. The Company does not Movements within the allowance for doubtful accounts consist of the following: Year Ended December 31, (In thousands) 2023 2022 Beginning balance $ 544 $ 313 Charges to expenses 124 $ 450 Write-offs (437 ) $ (219 ) Ending balance $ 231 $ 544 (e) Property and equipment Property and equipment are stated at cost, net of accumulated depreciation or amortization. Expenditures for maintenance, repairs and minor renewals are charged to expense in the period incurred. Betterments and additions are capitalized. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. The estimated useful lives of property and equipment are as follows: Years Computer and network equipment 5 Furniture, fixtures, and office equipment 7 Leasehold improvements 6 - 7 Assets to be disposed of, and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. When items of property and equipment are retired or otherwise disposed of, loss or income on disposal is recorded for the difference between the net book value and proceeds received therefrom. (f) Business combination The Company records acquisitions pursuant to ASC 805, Business Combinations, not may may (g) Intangible assets other than goodwill The Company’s intangible assets are initially capitalized based on actual costs incurred, acquisition cost, or fair value if acquired as part of a business combination. These intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which are the periods over which these assets are expected to contribute directly or indirectly to the future cash flows of the Company. The Company’s intangible assets represent purchased intellectual property, software developed for internal use, acquired proprietary technology, customer relationships, trade names, domain names, databases, and non-competition agreements, including those resulting from acquisitions. Intangible assets have estimated useful lives of 2-20 years. In accordance with ASC 350 40, Software - Internal-Use Software, Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts may not 360 10 15, Impairment or Disposal of Long-Lived Assets. 360 10 15. Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses, and terminal growth rates. For the year ended December 31, 2023 6 Intangible assets, net December 31, 2023 2022 no (h) Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of December 31, 2023 2022 6 Intangible assets, net In accordance with ASC 350, Intangibles - Goodwill and Other , goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not not (i) Fair value of financial instruments 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. ASC 820, Fair Value Measurements and Disclosure three first two may • Level 1 • Level 2 • 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 December 31, 2023 2 8 Long-term debt, net. The fair value of certain long-lived non-financial assets and liabilities may December 31, 2023 3, 7 , Goodwill (j) Revenue recognition Data and performance-based marketing revenue Revenue is generated when control of goods or services is transferred to customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records, based on predefined qualifying characteristics specified by the customer, (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, (c) verify user interest or transfer calls to advertiser clients as a part of the contact center operation, or (d) deliver media spend as a part of the business of AdParlor, LLC ("AdParlor"), a wholly-owned subsidiary of the Company. The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts as one not Revenue is recognized upon satisfaction of associated performance obligations. The Company's customers simultaneously receive and consume the benefits provided, which satisfies the Company's performance obligations. Furthermore, the Company elected the "right to invoice" practical expedient available within ASC 606 10 55 18 not not For each identified performance obligation in a contract with a customer, the Company assesses whether it or the third third third no 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 December 31, 2023 2022 December 31, 2023 first 2024. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of December 31, 2023 2022 not Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing in the consolidated statements of operations. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract. In addition, the Company elected the practical expedient to not one (k) Cost of revenue (exclusive of depreciation and amortization) Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third (l) Advertising costs Advertising costs are charged to operations as incurred. For the years ended December 31, 2023 2022 (m) Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, Compensation - Stock Compensation 718" 718, (n) Income taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in income in the period that the change in tax rates or laws is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not not ASC 740 not 50% (o) Income (loss) per share Basic income (loss) per share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods, in addition to restricted stock units ("RSUs") and restricted common stock that are vested not (p) Segment data 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 in making decisions regarding resource allocation and performance assessment. The Company defines the term "chief operating decision maker" to be its chief executive officer. The Company has determined it has two two one and is included in segment reporting for purposes of reconciliation of the respective balances to the consolidated financial statements. "Fluent," for the purposes of segment reporting, represents the consolidated operating results of the Company excluding "All Other." (q) Contingencies 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. (r) Recently issued and adopted accounting standards Accounting pronouncements not not In January 2016, No. 2016 13, Financial Instruments - Credit Losses, December 15, 2022, no In October 2023, No. 2023 06, isclosure Improvements: Codification Amendments in Response to the SEC s Disclosure Update and Simplification Initiatives August 2018 No. 33 10532. June 30, 2027. In November 2023, No. 2023 07, Segment Reporting (Topic 2 80 December 15, 2023 December 15, 2024, no In December 2023, No. 2023 09, Income Taxes (Topic 470 December 15, 2024 December 15, 2025, |
Note 3 - Income (Loss) Per Shar
Note 3 - Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 3. For the years ended December 31, 2023 2022 Year Ended December 31, (In thousands, except share data) 2023 2022 Numerator: Net loss $ (63,218 ) $ (123,332 ) Denominator: Weighted average shares outstanding 80,907,297 79,709,212 Weighted average restricted shares vested not delivered 1,714,834 1,703,383 Total basic weighted average shares outstanding 82,622,131 81,412,595 Dilutive effect of assumed conversion of restricted stock units — — Dilutive effect of assumed conversion of stock options — — Total diluted weighted average shares outstanding 82,622,131 81,412,595 Basic and diluted loss per share: Basic $ (0.77 ) $ (1.51 ) Diluted $ (0.77 ) $ (1.51 ) Based on exercise prices compared to the average stock prices for the years ended December 31, 2023 2022 Year Ended December 31, 2023 2022 Restricted stock units 4,389,001 4,223,156 Stock options 1,814,000 2,139,000 Total anti-dilutive securities 6,203,001 6,362,156 |
Note 4 - Lease Commitments
Note 4 - Lease Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 4. At the inception of a contract, the Company determines whether the contract is or contains a lease based on the facts and circumstances present. Operating leases with terms greater than one one not one Lease obligations and their corresponding assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is typically not may three The Company is party to several noncancelable operating and financing lease agreements that have original lease periods expiring between 2024 202 5. not not October 10, 2018, seven December 31, 2023. Additionally, the Company obtained the right to use certain furniture, fixtures, and office equipment already installed in the new office space, which the Company has treated as a capital lease. For the year ended December 31, 2023 2022 Year Ended December 31, (In thousands) 2023 2022 Operating leases: Rent expense $ 2,193 $ 2,196 Financing lease: Leased furniture, fixtures, and office equipment depreciation expense 49 49 Interest expense 19 26 Short-term leases: Rent expense 244 102 Total lease costs $ 2,505 $ 2,373 As of December 31, 2023 2022 December 31, 2023 Operating Leases Financing Lease Weighted average remaining lease-term (in years) 1.9 1.9 Weighted average discount rate 5.0 % 5.0 % As of December 31, 2023 (In thousands) December 31, 2023 Year Operating Leases Financing Lease 2024 $ 2,296 $ 169 2025 1,890 143 Total undiscounted cash flows 4,186 312 Less: imputed interest (191 ) (14 ) Present value of lease liabilities $ 3,995 $ 298 For the year ended December 31, 2023 2022 Year Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 2,424 $ 2,338 Operating cash flows used for financing lease $ 19 $ 26 Lease liabilities related to the acquisition of right-of-use assets: Operating leases $ — $ 238 |
Note 5 - Property and Equipment
Note 5 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property and equipment, net consists of the following: (In thousands) December 31, 2023 December 31, 2022 Computer and network equipment $ 600 $ 592 Furniture, fixtures, and office equipment 905 888 Leased furniture, fixtures, and office equipment 875 875 Leasehold improvements 1,260 1,260 Total cost of property and equipment 3,640 3,615 Less: accumulated depreciation and amortization (3,049 ) (2,651 ) Property and equipment, net $ 591 $ 964 For the years ended December 31, 2023 2022 d |
Note 6 - Intangible Assets, Net
Note 6 - Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 6. Intangible assets, net, other than goodwill, consist of the following: (In thousands) Amortization period (years) December 31, 2023 December 31, 2022 Gross amount: Software developed for internal use 3 $ 20,175 $ 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 1,768 126,227 117,685 Accumulated amortization: Software developed for internal use (12,142 ) (8,097 ) Acquired proprietary technology (15,132 ) (14,305 ) Customer relationships (37,249 ) (35,156 ) Trade names (6,893 ) (6,038 ) Domain names (77 ) (68 ) Databases (26,157 ) (23,508 ) Non-competition agreements (1,768 ) (1,768 ) (99,418 ) (88,940 ) Net intangible assets: Software developed for internal use 8,033 5,643 Acquired proprietary technology 1,840 1,660 Customer relationships 1,919 2,912 Trade names 9,764 10,619 Domain names 118 127 Databases 5,135 7,784 $ 26,809 $ 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 ( June 8, 2016 ( July 1, 2019 ( April 1, 2020; January 1, 2022 ( 13 Business acquisitions January 9, 2023 ( 14 , Variable Interest Entity). During the three June 30, 2023, three September 30, 2023, not June 30, 2023 September 30, 2023. may no 2023 For the years ended December 31, 2023 2022 For the years ended December 31, 2023 2022 not As of December 31, 2023 2024 2029 (In thousands) Year December 31, 2023 2024 $ 9,378 2025 8,364 2026 1,669 2027 828 2028 828 2029 and thereafter 5,742 Total $ 26,809 |
Note 7 - Goodwill
Note 7 - Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 7. Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of December 31, 2023 13 Business acquisitions December 31, 2023 2022 12 Segment information (In thousands) Fluent All Other Total Balance at Ended December 31, 2021 $ 160,922 $ 4,166 $ 165,088 True North acquisition 1,092 — 1,092 Goodwill impairment (110,400 ) (669 ) (111,069 ) Balance at December 31, 2022 51,614 3,497 55,111 TAPP consolidation 1,555 — 1,555 Goodwill impairment (53,169 ) (2,236 ) (55,405 ) Balance at December 31, 2023 $ — $ 1,261 $ 1,261 As of December 31, 2023 During the three March 31, 2023, March 31, 2023. During the three June 30, 2023, June 30, 2023. not During the three September 30, 2023, September 30, 2023, no October 1, 2023 not |
Note 8 - Long-term Debt, Net
Note 8 - Long-term Debt, Net | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8. Long-term debt, net, related to the Credit Facility (as defined below) consisted of the following: (In thousands) December 31, 2023 December 31, 2022 Credit Facility Term Loan due 2025 (less unamortized discount and financing costs of $ 762 656 $ 30,488 $ 40,594 Less: Current portion of long-term debt (5,000 ) (5,000 ) Long-term debt, net (non-current) $ 25,488 $ 35,594 Credit Facility On March 31, 2021, On May 15, 2023 , 2023, On August 21, 2023, fourth 2023, December 31, 2023 September 30, 2023. 470 50, Debt- Modifications and Extinguishments no On November 15, 2023, September 30, 2023. January 15, 2024. 2024 January 17, 2024 January 26, 2024. On January 26, 2024, April 30, 2024, December 31, 2023 March 31, 2024. March 31, 2024, one third third not All obligations under the Credit Agreement have been accelerated to mature on September 30, 2025 March 30, 2026, June 30, 2021 . December 31, 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, 2023 December 31, 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 (once such extensions are no Maturities As of December 31, 2023 (In thousands) Year 2024 $ 5,000 2025 5,000 2026 21,250 2027 0 2028 0 Total maturities $ 31,250 Fair value As of December 31, 2023 2 |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. The Company is subject to federal and state income taxes in the United States. For the years ended December 31, 2023 2022 Year Ended December 31 (In thousands) 2023 2022 Current: Federal $ (24 ) $ 1,392 State (70 ) 606 Foreign 123 3 Total current 29 2,001 Deferred: Federal (3,352 ) (3,730 ) State (462 ) (537 ) Foreign 20 1 Less: valuation allowance 3,649 4,041 Total deferred (145 ) (225 ) Total income tax expense (benefit) $ (116 ) $ 1,776 For the years ended December 31, 2023 2022 Year Ended December 31, (In thousands) 2023 2022 Federal income taxes at the statutory rate $ (13,300 ) 21.0 % $ (25,527 ) 21.0 % Share-based compensation shortfall (windfall) 13 (0.0 ) 8 (0.0 ) Effect of state taxes, net of federal tax benefit (517 ) 0.8 (2 ) 0.0 Non-deductible items (421 ) 0.7 1,070 (0.9 ) Goodwill impairment 9,491 (15.0 ) 23,184 (19.1 ) Return to provision adjustment 2,731 (4.3 ) 493 (0.4 ) Foreign rate difference 16 (0.0 ) 1 (0.0 ) Deferred only adjustments 197 (0.3 ) 444 (0.4 ) Research and development credit (1,992 ) 3.1 (1,960 ) 1.6 Other 17 (0.0 ) 24 (0.0 ) Change in valuation allowance 3,649 (5.8 ) 4,041 (3.3 ) Income tax expense (benefit) $ (116 ) 0.2 % $ 1,776 (1.5 )% Under the Tax Cuts and Jobs Act of 2017, no January 1, 2022. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2023 2022 (In thousands) December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 1,400 $ 973 Share-based compensation 5,129 5,344 Capitalized research and experimental expenditures 3,069 4,088 Intangible assets, net 1,415 — Tax credits 1,413 — Accrued expense 1,178 894 Operating lease liability 973 1,533 Interest expense limitation 589 — Accounts receivable, net 56 136 Other 280 — 15,502 12,968 Valuation allowance (14,568 ) (11,171 ) Total deferred tax assets, net of valuation allowance 934 1,797 Deferred tax liabilities: Operating lease right-of-use asset (827 ) (1,300 ) Property and equipment, net (136 ) (222 ) Intangible assets, net — (407 ) Other — (42 ) (963 ) (1,971 ) Net deferred tax liability $ (29 ) $ (174 ) As of December 31, 2023 2030. As of December 31, 2023 2022 December 31, 2023 . may The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company files tax returns in federal and certain state and local jurisdictions. The periods subject to examination are generally for tax years ended 2019 2022, 2015 For the years ended December 31, 2023 2022 Year Ended December 31, (In thousands) 2023 2022 Unrecognized tax benefits, opening balance $ 1,480 $ 1,480 Change in unrecognized tax benefits — — Unrecognized tax benefits, ending balance $ 1,480 $ 1,480 If the Company’s tax positions are ultimately sustained, the Company’s liability would be reduced by $1,480, all of which would impact the Company’s tax provision. The Company is reasonably certain that all of its uncertain tax positions will reverse within the next twelve |
Note 10 - Common Stock, Treasur
Note 10 - Common Stock, Treasury Stock and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 10. Common stock As of December 31, 2023 2022 For the year ended December 31, 2023 • An aggregate of 1,532,433 shares of common stock were issued as a result of the vesting of RSUs and included 311,417 shares of common stock withheld to cover withholding taxes upon such vesting, which are reflected as additions to treasury stock in the consolidated statements of changes in shareholders' equity. For the year ended December 31, 2022 • An aggregate of 1,328,375 shares of common stock were issued as a result of the vesting of RSUs and included 208,329 shares of common stock withheld to cover withholding taxes upon such vesting, which are reflected as additions to treasury stock in the consolidated statements of changes in shareholders' equity. Treasury stock As of December 31, 2023 2022 may For the year ended December 31, 2023 2022 Warrants As of December 31, 2023 2022 May 22, 2022, Preferred stock As of December 31, 2023 2022 No |
Note 11 - Share-based Compensat
Note 11 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 11. On June 8, 2022, 2022 " 2022 August 10, 2022 ( 2022 no 2018 December 31, 2023 2022 2018 The primary purpose of the Company's stock compensation plan is to attract, retain, reward, and motivate certain individuals by providing them with opportunities to acquire or increase their ownership interests in the Company. In October 2022, 2022 Stock options The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company officers, which were issued on February 1, 2019, December 20, 2019, March 1, 2020, March 1, 2021, 2018 twenty twenty no first December 31, 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 years ended December 31, 2023 2022 Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value Outstanding as of December 31, 2021 2,204,000 $ 4.41 7.1 $ — Granted — Forfeited — Expired (65,000 ) $ 1.10 Outstanding as of December 31, 2022 2,139,000 $ 4.37 6.3 — Granted — Forfeited (308,000 ) Expired (17,000 ) Outstanding as of December 31, 2023 1,814,000 $ 4.28 5.4 — Options exercisable as of December 31, 2023 1,071,000 $ 3.81 5.5 — The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company’s common stock at the end of the reporting period and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date. For the years ended December 31, 2023 2022 Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Unvested as of December 31, 2022 897,000 $ 4.91 6.3 Granted — Forfeited (154,000 ) $ 7.38 Vested — Unvested as of December 31, 2023 743,000 $ 4.95 $ 5.4 For the years ended December 31, 2023 2022 sales and marketing, product development and general and administrative expenses in the consolidated statement of operations. December 31, 2023 Restricted stock units and restricted stock For the years ended December 31, 2023 2022 Weighted average Number of units grant date fair value Unvested as of December 31, 2021 3,111,321 $ 8.03 Granted 2,864,701 $ 1.44 Vested and delivered (1,120,046 ) $ 3.55 Withheld as treasury stock (1) (208,329 ) $ 4.56 Vested not delivered (2) — $ 3.30 Forfeited (424,491 ) $ 3.53 Unvested as of December 31, 2022 4,223,156 $ 5.37 Granted 3,487,110 $ 0.89 Vested and delivered (1,221,016 ) $ 2.96 Withheld as treasury stock (1) (311,417 ) $ 1.82 Vested not delivered (2) (39,592 ) $ 2.85 Forfeited (1,749,241 ) $ 1.20 Unvested as of December 31, 2023 4,389,000 $ 4.43 ( 1 As discussed in Note 10 Common stock, treasury stock and warrants December 31, 2023 2022 ( 2 Vested not December 31, 2023 not December 31, 2022 no not December 31, 2023 2022 not For the years ended December 31, 2023 2022 expense for RSUs in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets in the consolidated balance sheets. December 31, 2023 As of December 31, 2023 December 31, 2023 2022 Year Ended December 31, (In thousands) 2023 2022 Sales and marketing $ 543 $ 600 Product development 626 556 General and administrative 2,640 2,861 Share-based compensation expense 3,809 4,017 Capitalized in intangible assets 94 97 Total share-based compensation $ 3,903 $ 4,114 As of December 31, 2023 401 The Company maintains a 401 not 2023 2022, The Company also has a discretion to award eligible employees under the Plan, profit sharing contributions |
Note 12 - Segment Information
Note 12 - Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 12. The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker ("CODM") in making decisions regarding resource allocation and performance assessment. The profitability measure employed by CODM is segment EBITDA. As of December 31, 2023 two two one Summarized financial information concerning the Company's segments is shown in the following tables below: Year Ended December 31, (In thousands) 2023 2022 Fluent segment revenue (1) United States $ 175,528 $ 218,981 International 113,555 131,808 Fluent segment revenue $ 289,083 $ 350,789 All Other segment revenue (1) United States $ 9,316 $ 10,273 International — 72 All Other segment revenue $ 9,316 $ 10,345 Segment EBITDA Fluent segment EBITDA $ (47,760 ) $ (106,109 ) All Other segment EBITDA (1,494 ) (268 ) Total EBITDA (49,254 ) (106,377 ) Depreciation and amortization 10,876 13,214 Total loss from operations $ (60,130 ) $ (119,591 ) ( 1 Revenue aggregation is based upon location of the customer. December 31, December 31, (In thousands) 2023 2022 Total assets: Fluent $ 97,629 $ 168,486 All Other 14,238 15,483 Total assets $ 111,867 $ 183,969 As of December 31, 2023 For the year ended December 31, 2023 |
Note 13 - Business Acquisition
Note 13 - Business Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 13. True North Acquisition On January 1, 2022, first second five 805, Since January 1, 2022, one five not not |
Note 14 - Variable Interest Ent
Note 14 - Variable Interest Entity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Variable Interest Entity Disclosure [Text Block] | 14. 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 December 31, 2023 |
Note 15 - Contingencies
Note 15 - Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 15. Except as disclosed below, the Company is not 450, not not In addition, the Company may not no not ults of operations and cash flows. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. On 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, July 17, 2023, August 11, 2023, August 15, 2023. December 31, 2023 On October 6, 2020, November 2, 2022. May 18, 2023, June 30, 2023. The Company has been involved in a Telephone Consumer Protection Act class action, Daniel Berman v. Freedom Financial Network 2018. May 31, 2023, July 28, 2023, February 23, 2024, March 15, 2024. December 31, 2022, two |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 16. On April 2, 2024, April 2, 2024, April 2, 2029 ( The Company used a portion of the net proceeds of the SLR Credit Facility to repay its outstanding obligations under the Credit Agreement, dated March 31, 2021 ( 8, Long-term debt, net first 2024, The Company may first three no 3 1. The SLR Credit Facility is guaranteed by us and certain of our direct and indirect subsidiaries and is secured by substantially all of our assets and those of certain of our direct and indirect subsidiaries, including Fluent, LLC. The SLR Credit Agreement contains restrictive covenants which impose limitations on the way the Company conducts business, including limitations on the amount of additional debt the Company is able to incur and our ability to make certain investments or to pay dividends or other restricted payments. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | (a) Basis of preparation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). From time to time, the Company may may Principles of consolidation All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. |
Use of Estimates, Policy [Policy Text Block] | (b) Use of estimates The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts, useful lives of intangible assets, recoverability of the carrying amounts of goodwill and intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, purchase accounting, put/call considerations, consolidation of variable interest entity and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | (c) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits with original maturities of three The Company’s cash and cash equivalents are held in major financial institutions located in the United States, which have high credit ratings. As of December 31, 2023 2022 Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments. The Company places its temporary cash instruments with highly rated financial institutions within the United States, and, at times, may $250 |
Accounts Receivable [Policy Text Block] | (d) Accounts receivable and allowance for doubtful accounts Accounts receivables are due from customers, which are generally unsecured, and consist of amounts earned but not None The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management determines this allowance based on reviews of customer-specific facts and circumstances along with an application of a percentage against the balance based upon aging and historic charge offs. Management also evaluates the macroeconomic environment to determine if any additional adjustments are needed. Account balances are charged off against the allowance for doubtful accounts after all customary means of collection have been exhausted and the potential for recovery is considered remote. The Company does not Movements within the allowance for doubtful accounts consist of the following: Year Ended December 31, (In thousands) 2023 2022 Beginning balance $ 544 $ 313 Charges to expenses 124 $ 450 Write-offs (437 ) $ (219 ) Ending balance $ 231 $ 544 |
Property, Plant and Equipment, Policy [Policy Text Block] | (e) Property and equipment Property and equipment are stated at cost, net of accumulated depreciation or amortization. Expenditures for maintenance, repairs and minor renewals are charged to expense in the period incurred. Betterments and additions are capitalized. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. The estimated useful lives of property and equipment are as follows: Years Computer and network equipment 5 Furniture, fixtures, and office equipment 7 Leasehold improvements 6 - 7 Assets to be disposed of, and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. When items of property and equipment are retired or otherwise disposed of, loss or income on disposal is recorded for the difference between the net book value and proceeds received therefrom. |
Business Combinations Policy [Policy Text Block] | (f) Business combination The Company records acquisitions pursuant to ASC 805, Business Combinations, not may may |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | (g) Intangible assets other than goodwill The Company’s intangible assets are initially capitalized based on actual costs incurred, acquisition cost, or fair value if acquired as part of a business combination. These intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which are the periods over which these assets are expected to contribute directly or indirectly to the future cash flows of the Company. The Company’s intangible assets represent purchased intellectual property, software developed for internal use, acquired proprietary technology, customer relationships, trade names, domain names, databases, and non-competition agreements, including those resulting from acquisitions. Intangible assets have estimated useful lives of 2-20 years. In accordance with ASC 350 40, Software - Internal-Use Software, Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts may not 360 10 15, Impairment or Disposal of Long-Lived Assets. 360 10 15. Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses, and terminal growth rates. For the year ended December 31, 2023 6 Intangible assets, net December 31, 2023 2022 no |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | (h) Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of December 31, 2023 2022 6 Intangible assets, net In accordance with ASC 350, Intangibles - Goodwill and Other , goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not not |
Fair Value of Financial Instruments, Policy [Policy Text Block] | (i) Fair value of financial instruments 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. ASC 820, Fair Value Measurements and Disclosure three first two may • Level 1 • Level 2 • 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 December 31, 2023 2 8 Long-term debt, net. The fair value of certain long-lived non-financial assets and liabilities may December 31, 2023 3, 7 , Goodwill |
Revenue from Contract with Customer [Policy Text Block] | (j) Revenue recognition Data and performance-based marketing revenue Revenue is generated when control of goods or services is transferred to customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records, based on predefined qualifying characteristics specified by the customer, (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, (c) verify user interest or transfer calls to advertiser clients as a part of the contact center operation, or (d) deliver media spend as a part of the business of AdParlor, LLC ("AdParlor"), a wholly-owned subsidiary of the Company. The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts as one not Revenue is recognized upon satisfaction of associated performance obligations. The Company's customers simultaneously receive and consume the benefits provided, which satisfies the Company's performance obligations. Furthermore, the Company elected the "right to invoice" practical expedient available within ASC 606 10 55 18 not not For each identified performance obligation in a contract with a customer, the Company assesses whether it or the third third third no 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 December 31, 2023 2022 December 31, 2023 first 2024. When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the related amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of December 31, 2023 2022 not Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing in the consolidated statements of operations. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract. In addition, the Company elected the practical expedient to not one |
Cost of Goods and Service [Policy Text Block] | (k) Cost of revenue (exclusive of depreciation and amortization) Cost of revenue primarily includes media and related costs, which consist of the cost to acquire traffic through the purchase of impressions, clicks or actions from publishers or third |
Advertising Cost [Policy Text Block] | (l) Advertising costs Advertising costs are charged to operations as incurred. For the years ended December 31, 2023 2022 |
Share-Based Payment Arrangement [Policy Text Block] | (m) Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, Compensation - Stock Compensation 718" 718, |
Income Tax, Policy [Policy Text Block] | (n) Income taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in income in the period that the change in tax rates or laws is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not not ASC 740 not 50% |
Earnings Per Share, Policy [Policy Text Block] | (o) Income (loss) per share Basic income (loss) per share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods, in addition to restricted stock units ("RSUs") and restricted common stock that are vested not |
Segment Reporting, Policy [Policy Text Block] | (p) Segment data 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 in making decisions regarding resource allocation and performance assessment. The Company defines the term "chief operating decision maker" to be its chief executive officer. The Company has determined it has two two one and is included in segment reporting for purposes of reconciliation of the respective balances to the consolidated financial statements. "Fluent," for the purposes of segment reporting, represents the consolidated operating results of the Company excluding "All Other." |
Commitments and Contingencies, Policy [Policy Text Block] | (q) Contingencies 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | (r) Recently issued and adopted accounting standards Accounting pronouncements not not In January 2016, No. 2016 13, Financial Instruments - Credit Losses, December 15, 2022, no In October 2023, No. 2023 06, isclosure Improvements: Codification Amendments in Response to the SEC s Disclosure Update and Simplification Initiatives August 2018 No. 33 10532. June 30, 2027. In November 2023, No. 2023 07, Segment Reporting (Topic 2 80 December 15, 2023 December 15, 2024, no In December 2023, No. 2023 09, Income Taxes (Topic 470 December 15, 2024 December 15, 2025, |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Financing Receivable, Allowance for Credit Loss [Table Text Block] | Year Ended December 31, (In thousands) 2023 2022 Beginning balance $ 544 $ 313 Charges to expenses 124 $ 450 Write-offs (437 ) $ (219 ) Ending balance $ 231 $ 544 |
Property, Plant and Equipment, Useful Life [Table Text Block] | Years Computer and network equipment 5 Furniture, fixtures, and office equipment 7 Leasehold improvements 6 - 7 |
Note 3 - Income (Loss) Per Sh_2
Note 3 - Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, (In thousands, except share data) 2023 2022 Numerator: Net loss $ (63,218 ) $ (123,332 ) Denominator: Weighted average shares outstanding 80,907,297 79,709,212 Weighted average restricted shares vested not delivered 1,714,834 1,703,383 Total basic weighted average shares outstanding 82,622,131 81,412,595 Dilutive effect of assumed conversion of restricted stock units — — Dilutive effect of assumed conversion of stock options — — Total diluted weighted average shares outstanding 82,622,131 81,412,595 Basic and diluted loss per share: Basic $ (0.77 ) $ (1.51 ) Diluted $ (0.77 ) $ (1.51 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2023 2022 Restricted stock units 4,389,001 4,223,156 Stock options 1,814,000 2,139,000 Total anti-dilutive securities 6,203,001 6,362,156 |
Note 4 - Lease Commitments (Tab
Note 4 - Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Year Ended December 31, (In thousands) 2023 2022 Operating leases: Rent expense $ 2,193 $ 2,196 Financing lease: Leased furniture, fixtures, and office equipment depreciation expense 49 49 Interest expense 19 26 Short-term leases: Rent expense 244 102 Total lease costs $ 2,505 $ 2,373 December 31, 2023 Operating Leases Financing Lease Weighted average remaining lease-term (in years) 1.9 1.9 Weighted average discount rate 5.0 % 5.0 % |
Lease Liability Maturity [Table Text Block] | (In thousands) December 31, 2023 Year Operating Leases Financing Lease 2024 $ 2,296 $ 169 2025 1,890 143 Total undiscounted cash flows 4,186 312 Less: imputed interest (191 ) (14 ) Present value of lease liabilities $ 3,995 $ 298 |
Lessee, Leases, Supplemental Cash Flow Information [Table Text Block] | Year Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 2,424 $ 2,338 Operating cash flows used for financing lease $ 19 $ 26 Lease liabilities related to the acquisition of right-of-use assets: Operating leases $ — $ 238 |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | (In thousands) December 31, 2023 December 31, 2022 Computer and network equipment $ 600 $ 592 Furniture, fixtures, and office equipment 905 888 Leased furniture, fixtures, and office equipment 875 875 Leasehold improvements 1,260 1,260 Total cost of property and equipment 3,640 3,615 Less: accumulated depreciation and amortization (3,049 ) (2,651 ) Property and equipment, net $ 591 $ 964 |
Note 6 - Intangible Assets, N_2
Note 6 - Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | (In thousands) Amortization period (years) December 31, 2023 December 31, 2022 Gross amount: Software developed for internal use 3 $ 20,175 $ 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 1,768 126,227 117,685 Accumulated amortization: Software developed for internal use (12,142 ) (8,097 ) Acquired proprietary technology (15,132 ) (14,305 ) Customer relationships (37,249 ) (35,156 ) Trade names (6,893 ) (6,038 ) Domain names (77 ) (68 ) Databases (26,157 ) (23,508 ) Non-competition agreements (1,768 ) (1,768 ) (99,418 ) (88,940 ) Net intangible assets: Software developed for internal use 8,033 5,643 Acquired proprietary technology 1,840 1,660 Customer relationships 1,919 2,912 Trade names 9,764 10,619 Domain names 118 127 Databases 5,135 7,784 $ 26,809 $ 28,745 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | (In thousands) Year December 31, 2023 2024 $ 9,378 2025 8,364 2026 1,669 2027 828 2028 828 2029 and thereafter 5,742 Total $ 26,809 |
Note 7 - Goodwill (Tables)
Note 7 - Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | (In thousands) Fluent All Other Total Balance at Ended December 31, 2021 $ 160,922 $ 4,166 $ 165,088 True North acquisition 1,092 — 1,092 Goodwill impairment (110,400 ) (669 ) (111,069 ) Balance at December 31, 2022 51,614 3,497 55,111 TAPP consolidation 1,555 — 1,555 Goodwill impairment (53,169 ) (2,236 ) (55,405 ) Balance at December 31, 2023 $ — $ 1,261 $ 1,261 |
Note 8 - Long-term Debt, Net (T
Note 8 - Long-term Debt, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | (In thousands) December 31, 2023 December 31, 2022 Credit Facility Term Loan due 2025 (less unamortized discount and financing costs of $ 762 656 $ 30,488 $ 40,594 Less: Current portion of long-term debt (5,000 ) (5,000 ) Long-term debt, net (non-current) $ 25,488 $ 35,594 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | (In thousands) Year 2024 $ 5,000 2025 5,000 2026 21,250 2027 0 2028 0 Total maturities $ 31,250 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31 (In thousands) 2023 2022 Current: Federal $ (24 ) $ 1,392 State (70 ) 606 Foreign 123 3 Total current 29 2,001 Deferred: Federal (3,352 ) (3,730 ) State (462 ) (537 ) Foreign 20 1 Less: valuation allowance 3,649 4,041 Total deferred (145 ) (225 ) Total income tax expense (benefit) $ (116 ) $ 1,776 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, (In thousands) 2023 2022 Federal income taxes at the statutory rate $ (13,300 ) 21.0 % $ (25,527 ) 21.0 % Share-based compensation shortfall (windfall) 13 (0.0 ) 8 (0.0 ) Effect of state taxes, net of federal tax benefit (517 ) 0.8 (2 ) 0.0 Non-deductible items (421 ) 0.7 1,070 (0.9 ) Goodwill impairment 9,491 (15.0 ) 23,184 (19.1 ) Return to provision adjustment 2,731 (4.3 ) 493 (0.4 ) Foreign rate difference 16 (0.0 ) 1 (0.0 ) Deferred only adjustments 197 (0.3 ) 444 (0.4 ) Research and development credit (1,992 ) 3.1 (1,960 ) 1.6 Other 17 (0.0 ) 24 (0.0 ) Change in valuation allowance 3,649 (5.8 ) 4,041 (3.3 ) Income tax expense (benefit) $ (116 ) 0.2 % $ 1,776 (1.5 )% |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | (In thousands) December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 1,400 $ 973 Share-based compensation 5,129 5,344 Capitalized research and experimental expenditures 3,069 4,088 Intangible assets, net 1,415 — Tax credits 1,413 — Accrued expense 1,178 894 Operating lease liability 973 1,533 Interest expense limitation 589 — Accounts receivable, net 56 136 Other 280 — 15,502 12,968 Valuation allowance (14,568 ) (11,171 ) Total deferred tax assets, net of valuation allowance 934 1,797 Deferred tax liabilities: Operating lease right-of-use asset (827 ) (1,300 ) Property and equipment, net (136 ) (222 ) Intangible assets, net — (407 ) Other — (42 ) (963 ) (1,971 ) Net deferred tax liability $ (29 ) $ (174 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Year Ended December 31, (In thousands) 2023 2022 Unrecognized tax benefits, opening balance $ 1,480 $ 1,480 Change in unrecognized tax benefits — — Unrecognized tax benefits, ending balance $ 1,480 $ 1,480 |
Note 11 - Share-based Compens_2
Note 11 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 (years) Aggregate intrinsic value Outstanding as of December 31, 2021 2,204,000 $ 4.41 7.1 $ — Granted — Forfeited — Expired (65,000 ) $ 1.10 Outstanding as of December 31, 2022 2,139,000 $ 4.37 6.3 — Granted — Forfeited (308,000 ) Expired (17,000 ) Outstanding as of December 31, 2023 1,814,000 $ 4.28 5.4 — Options exercisable as of December 31, 2023 1,071,000 $ 3.81 5.5 — |
Schedule of Nonvested Share Activity [Table Text Block] | Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Unvested as of December 31, 2022 897,000 $ 4.91 6.3 Granted — Forfeited (154,000 ) $ 7.38 Vested — Unvested as of December 31, 2023 743,000 $ 4.95 $ 5.4 |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Weighted average Number of units grant date fair value Unvested as of December 31, 2021 3,111,321 $ 8.03 Granted 2,864,701 $ 1.44 Vested and delivered (1,120,046 ) $ 3.55 Withheld as treasury stock (1) (208,329 ) $ 4.56 Vested not delivered (2) — $ 3.30 Forfeited (424,491 ) $ 3.53 Unvested as of December 31, 2022 4,223,156 $ 5.37 Granted 3,487,110 $ 0.89 Vested and delivered (1,221,016 ) $ 2.96 Withheld as treasury stock (1) (311,417 ) $ 1.82 Vested not delivered (2) (39,592 ) $ 2.85 Forfeited (1,749,241 ) $ 1.20 Unvested as of December 31, 2023 4,389,000 $ 4.43 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, (In thousands) 2023 2022 Sales and marketing $ 543 $ 600 Product development 626 556 General and administrative 2,640 2,861 Share-based compensation expense 3,809 4,017 Capitalized in intangible assets 94 97 Total share-based compensation $ 3,903 $ 4,114 |
Note 12 - Segment Information (
Note 12 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, (In thousands) 2023 2022 Fluent segment revenue (1) United States $ 175,528 $ 218,981 International 113,555 131,808 Fluent segment revenue $ 289,083 $ 350,789 All Other segment revenue (1) United States $ 9,316 $ 10,273 International — 72 All Other segment revenue $ 9,316 $ 10,345 Segment EBITDA Fluent segment EBITDA $ (47,760 ) $ (106,109 ) All Other segment EBITDA (1,494 ) (268 ) Total EBITDA (49,254 ) (106,377 ) Depreciation and amortization 10,876 13,214 Total loss from operations $ (60,130 ) $ (119,591 ) December 31, December 31, (In thousands) 2023 2022 Total assets: Fluent $ 97,629 $ 168,486 All Other 14,238 15,483 Total assets $ 111,867 $ 183,969 |
Note 1 - Principal Activities_2
Note 1 - Principal Activities and Organization (Details Textual) | 12 Months Ended |
Dec. 31, 2023 | |
Number of Consumer Brands | 500 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Impairment of Intangible Assets, Finite-Lived | $ 0 | $ 0 |
Contract with Customer, Liability, Current | 430 | 1,014 |
Unbilled Receivables, Current | 21,488 | 26,878 |
Marketing and Advertising Expense | $ 860 | $ 1,067 |
Number of Operating Segments | 2 | |
Number of Reporting Units | 2 | |
Number of Reportable Segments | 1 | |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 544 | $ 313 |
Provision for bad debts | 124 | 450 |
Write-offs | (437) | (219) |
Balance | $ 231 | $ 544 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | Dec. 31, 2023 |
Computer Equipment [Member] | |
Useful Life (Year) | 5 years |
Furniture and Fixtures [Member] | |
Useful Life (Year) | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Useful Life (Year) | 6 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Useful Life (Year) | 7 years |
Note 3 - Income (Loss) Per Sh_3
Note 3 - Income (Loss) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (63,218) | $ (123,332) |
Weighted average shares outstanding (in shares) | 80,907,297 | 79,709,212 |
Weighted average restricted shares vested not delivered (in shares) | 1,714,834 | 1,703,383 |
Total basic weighted average shares outstanding (in shares) | 82,622,131 | 81,412,595 |
Dilutive effect of assumed conversion of restricted stock units (in shares) | 0 | 0 |
Total diluted weighted average shares outstanding (in shares) | 82,622,131 | 81,412,595 |
Basic (in dollars per share) | $ (0.77) | $ (1.51) |
Diluted (in dollars per share) | $ (0.77) | $ (1.51) |
Restricted Stock Units (RSUs) [Member] | ||
Dilutive effect of assumed conversion of restricted stock units (in shares) | 0 | 0 |
Note 3 - Income (Loss) Per Sh_4
Note 3 - Income (Loss) Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total anti-dilutive securities (in shares) | 6,203,001 | 6,362,156 |
Restricted Stock Units (RSUs) [Member] | ||
Total anti-dilutive securities (in shares) | 4,389,001 | 4,223,156 |
Share-Based Payment Arrangement, Option [Member] | ||
Total anti-dilutive securities (in shares) | 1,814,000 | 2,139,000 |
Note 4 - Lease Commitments (Det
Note 4 - Lease Commitments (Details Textual) $ in Thousands | Dec. 31, 2023 USD ($) | Oct. 10, 2018 ft² |
Lessee, Operating Lease, Term of Contract (Year) | 7 years | |
Area of Real Estate Property (Square Foot) | ft² | 42,685 | |
Collateralized Agreements, Total | $ | $ 1,480 |
Note 4 - Lease Commitments - Le
Note 4 - Lease Commitments - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Rent expense, operating leases | $ 2,193 | $ 2,196 |
Leased furniture, fixtures and office equipment depreciation expense, finance lease | 49 | 49 |
Interest expense, finance lease | 19 | 26 |
Rent expense, short-term leases | 244 | 102 |
Total lease costs | $ 2,505 | $ 2,373 |
Weighted average remaining lease-term (in years), operating leases (Year) | 1 year 10 months 24 days | |
Weighted average remaining lease-term (in years), finance lease (Year) | 1 year 10 months 24 days | |
Weighted average discount rate, operating leases | 5% | |
Weighted average discount rate, finance lease | 5% |
Note 4 - Lease Commitments - Sc
Note 4 - Lease Commitments - Scheduled Future Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024, operating leases | $ 2,296 |
2024, finance lease | 169 |
2025, operating leases | 1,890 |
2025, finance lease | 143 |
Total undiscounted cash flows, operating leases | 4,186 |
Total undiscounted cash flows, finance leases | 312 |
Less: imputed interest, operating leases | (191) |
Less: imputed interest, finance leases | (14) |
Present value of lease liabilities, operating leases | 3,995 |
Other Noncurrent Liabilities [Member] | |
Present value of lease liabilities | $ 298 |
Note 4 - Lease Commitments - Su
Note 4 - Lease Commitments - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Operating cash flows used for operating leases | [1] | $ 2,424 | $ 2,338 |
Operating cash flows used for financing lease | 19 | 26 | |
Operating leases | $ 0 | $ 238 | |
[1]For the year ended December 31, 2019, the Company received a cash reimbursement of $640 for tenant improvements made to its New York City corporate headquarters. |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation | $ 398 | $ 491 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total cost of property and equipment | $ 3,640 | $ 3,615 |
Less: accumulated depreciation and amortization | (3,049) | (2,651) |
Property and equipment, net | 591 | 964 |
Computer Equipment [Member] | ||
Total cost of property and equipment | 600 | 592 |
Furniture and Fixtures [Member] | ||
Total cost of property and equipment | 905 | 888 |
Leased Furniture, Fixtures, and Office Equipment [Member] | ||
Total cost of property and equipment | 875 | 875 |
Leasehold Improvements [Member] | ||
Total cost of property and equipment | $ 1,260 | $ 1,260 |
Note 6 - Intangible Assets, N_3
Note 6 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Apr. 01, 2020 | |
Asset Impairment Charges | $ 0 | $ 0 | $ 55,405 | $ 111,255 | |||
Amortization of Intangible Assets | 10,478 | 12,723 | |||||
Capitalized Computer Software, Additions | $ 5,932 | 4,480 | |||||
Capitalized Computer Software, Impairments | $ 0 | $ 186 | |||||
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 6 - Intangible Assets, N_4
Note 6 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total gross amount | $ 126,227 | $ 117,685 |
Total accumulated amortization | (99,418) | (88,940) |
Intangible assets, net | $ 26,809 | 28,745 |
Minimum [Member] | ||
Amortization period (Year) | 2 years | |
Maximum [Member] | ||
Amortization period (Year) | 20 years | |
Computer Software, Intangible Asset [Member] | ||
Amortization period (Year) | 3 years | |
Total gross amount | $ 20,175 | 13,740 |
Total accumulated amortization | (12,142) | (8,097) |
Intangible assets, net | 8,033 | 5,643 |
Acquired Proprietary Technology [Member] | ||
Total gross amount | 16,972 | 15,965 |
Total accumulated amortization | (15,132) | (14,305) |
Intangible assets, net | $ 1,840 | 1,660 |
Acquired Proprietary Technology [Member] | Minimum [Member] | ||
Amortization period (Year) | 3 years | |
Acquired Proprietary Technology [Member] | Maximum [Member] | ||
Amortization period (Year) | 5 years | |
Customer Relationships [Member] | ||
Total gross amount | $ 39,168 | 38,068 |
Total accumulated amortization | (37,249) | (35,156) |
Intangible assets, net | $ 1,919 | 2,912 |
Customer Relationships [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Amortization period (Year) | 10 years | |
Trade Names [Member] | ||
Total gross amount | $ 16,657 | 16,657 |
Total accumulated amortization | (6,893) | (6,038) |
Intangible assets, net | $ 9,764 | 10,619 |
Trade Names [Member] | Minimum [Member] | ||
Amortization period (Year) | 4 years | |
Trade Names [Member] | Maximum [Member] | ||
Amortization period (Year) | 20 years | |
Internet Domain Names [Member] | ||
Amortization period (Year) | 20 years | |
Total gross amount | $ 195 | 195 |
Total accumulated amortization | (77) | (68) |
Intangible assets, net | 118 | 127 |
Database Rights [Member] | ||
Total gross amount | 31,292 | 31,292 |
Total accumulated amortization | (26,157) | (23,508) |
Intangible assets, net | $ 5,135 | 7,784 |
Database Rights [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Database Rights [Member] | Maximum [Member] | ||
Amortization period (Year) | 10 years | |
Noncompete Agreements [Member] | ||
Total gross amount | $ 1,768 | 1,768 |
Total accumulated amortization | $ (1,768) | $ (1,768) |
Noncompete Agreements [Member] | Minimum [Member] | ||
Amortization period (Year) | 2 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Amortization period (Year) | 5 years |
Note 6 - Intangible Assets, N_5
Note 6 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
2024 | $ 9,378 | |
2025 | 8,364 | |
2026 | 1,669 | |
2027 | 828 | |
2028 | 828 | |
2029 and thereafter | 5,742 | |
Total | $ 26,809 | $ 28,745 |
Note 7 - Goodwill (Details Text
Note 7 - Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | |
Goodwill, Gross | $ 168,552 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss | 167,291 | ||||||
Goodwill | 1,261 | $ 55,111 | $ 165,088 | ||||
Goodwill, Impairment Loss | $ 2,236 | $ 55,405 | $ 111,069 | ||||
Fluent [Member] | |||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 32% | 20% | 5% | ||||
Goodwill | $ 27,469 | $ 51,614 | |||||
Goodwill, Impairment Loss | $ 25,700 | $ 0 | |||||
All Other Reporting Unit [Member] | |||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 29% | ||||||
Goodwill | $ 3,497 | $ 27,469 |
Note 7 - Goodwill - Change in C
Note 7 - Goodwill - Change in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 55,111 | $ 165,088 | |
True North acquisition | 1,555 | 1,092 | |
Goodwill impairment | $ (2,236) | (55,405) | (111,069) |
Balance | 1,261 | 55,111 | |
Fluent Segment [Member] | |||
Balance | 51,614 | 160,922 | |
True North acquisition | 1,555 | 1,092 | |
Goodwill impairment | (53,169) | (110,400) | |
Balance | 0 | 51,614 | |
Other Segments [Member] | |||
Balance | 3,497 | 4,166 | |
True North acquisition | 0 | 0 | |
Goodwill impairment | (2,236) | (669) | |
Balance | $ 1,261 | $ 3,497 |
Note 8 - Long-term Debt, Net (D
Note 8 - Long-term Debt, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 21, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 26, 2024 | Mar. 31, 2021 | |
Repayments of Long-Term Debt | $ 10,000 | $ 5,000 | |||
Long-Term Debt, Current Maturities | $ 5,000 | $ 5,000 | |||
The Credit Agreement [Member] | |||||
Debt Instrument, LIBOR Floor | 0.25% | ||||
Debt Instrument, Secured Overnight Financing Rate SOFR Floor | 0% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | ||||
The Credit Agreement [Member] | London Interbank Offered Rate LIBOR 1 [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
The Credit Agreement [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
The Credit Agreement [Member] | Minimum [Member] | |||||
Debt Instrument, Secured Overnight Financing Rate SOFR Floor | 0.10% | ||||
The Credit Agreement [Member] | Minimum [Member] | Base Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
The Credit Agreement [Member] | Minimum [Member] | London Interbank Offered Rate LIBOR 1 [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
The Credit Agreement [Member] | Maximum [Member] | Base Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
The Credit Agreement [Member] | Maximum [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
The Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | $ 15,000 | |||
The Credit Agreement [Member] | New Credit Facility Term Loan [Member] | |||||
Debt Instrument, Face Amount | $ 50,000 | ||||
Repayments of Long-Term Debt | 5,000 | ||||
Long-Term Debt, Current Maturities | $ 5,000 | ||||
Debt Instrument, Commitment, Proceeds Required from Credit Agreements | $ 10,000 | ||||
Debt Instrument, Quarterly Principal Amortization | $ 1,250 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 8.96% |
Note 8 - Long-term Debt, Net -
Note 8 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Facility Term Loan due 2025 (less unamortized discount and financing costs of $762 and $656, respectively) | $ 30,488 | $ 40,594 |
Less: Current portion of long-term debt | (5,000) | (5,000) |
Long-term debt, net (non-current) | $ 25,488 | $ 35,594 |
Note 8 - Long-term Debt, Net _2
Note 8 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term debt, unamortized discount | $ 762 | $ 656 |
Note 8 - Long-term Debt, Net _3
Note 8 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
2024, Long-Term Debt | $ 5,000 |
2025, Long-Term Debt | 5,000 |
2026, Long-Term Debt | 21,250 |
2027, Long-Term Debt | 0 |
2028, Long-Term Debt | 0 |
Total maturities | $ 31,250 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Valuation Allowance | $ 14,568 | $ 11,171 | |
Unrecognized Tax Benefits | $ 1,480 | $ 1,480 | $ 1,480 |
Internal Revenue Service (IRS) [Member] | |||
Open Tax Year | 2019 2020 2021 2022 | ||
New York State Division of Taxation and Finance [Member] | |||
Open Tax Year | 2019 2020 2021 2022 | ||
New York City Department of Finance [Member] | |||
Open Tax Year | 2019 2020 2021 2022 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards | $ 24,216 | ||
Domestic Tax Authority [Member] | |||
Open Tax Year | 2015 2016 2017 2018 2019 2020 2021 2022 2023 |
Note 9 - Income Taxes - Schedul
Note 9 - Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ (24) | $ 1,392 |
State | (70) | 606 |
Foreign | 123 | 3 |
Total current | 29 | 2,001 |
Deferred: | ||
Federal | (3,352) | (3,730) |
State | (462) | (537) |
Foreign | 20 | 1 |
Less: valuation allowance | 3,649 | 4,041 |
Total deferred | (145) | (225) |
Total income tax expense (benefit) | $ (116) | $ 1,776 |
Note 9 - Income Taxes - Reconci
Note 9 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal income taxes at the statutory rate | $ (13,300) | $ (25,527) |
Federal income taxes at the statutory rate, percentage | 21% | 21% |
Share-based compensation shortfall (windfall) | $ 13 | $ 8 |
Share-based compensation shortfall (windfall), percentage | (0.00%) | (0.00%) |
Effect of state taxes, net of federal tax benefit | $ (517) | $ (2) |
Effect of state taxes, net of federal tax benefit, percentage | 0.80% | 0% |
Non-deductible items | $ (421) | $ 1,070 |
Non-deductible items, percentage | (0.70%) | 0.90% |
Goodwill impairment | $ 9,491 | $ 23,184 |
Goodwill impairment, percentage | (15.00%) | (19.10%) |
Return to provision adjustment | $ 2,731 | $ 493 |
Return to provision adjustment, percentage | (4.30%) | (0.40%) |
Foreign rate difference | $ 16 | $ 1 |
Foreign rate difference, percentage | (0.00%) | (0.00%) |
Deferred only adjustments | $ 197 | $ 444 |
Deferred only adjustments, percentage | (0.30%) | (0.40%) |
Research and development credit | $ (1,992) | $ (1,960) |
Research and development credit | 3.10% | 1.60% |
Other | $ 17 | $ 24 |
Other, percentage | (0.00%) | (0.00%) |
Change in valuation allowance | $ 3,649 | $ 4,041 |
Change in valuation allowance, percentage | (5.80%) | (3.30%) |
Total income tax expense (benefit) | $ (116) | $ 1,776 |
Income tax expense, percentage | 0.20% | (1.50%) |
Note 9 - Income Taxes - Deferre
Note 9 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Net operating loss carryforwards | $ 1,400 | $ 973 |
Share-based compensation | 5,129 | 5,344 |
Capitalized research and experimental expenditures | 3,069 | 4,088 |
Intangible assets, net | 1,415 | |
Tax credits | 1,413 | |
Accrued expense | 1,178 | 894 |
Operating lease liability | 973 | 1,533 |
Interest expense limitation | 589 | |
Accounts receivable, net | 56 | 136 |
Other | 280 | |
Deferred Tax Assets, Gross | 15,502 | 12,968 |
Valuation allowance | (14,568) | (11,171) |
Total deferred tax assets, net of valuation allowance | 934 | 1,797 |
Operating lease right-of-use asset | (827) | (1,300) |
Property and equipment, net | (136) | (222) |
Intangible assets, net | (407) | |
Other | (42) | |
Deferred Tax Liabilities, Gross | (963) | (1,971) |
Net deferred tax liability | $ (29) | $ (174) |
Note 9 - Income Taxes - Recon_2
Note 9 - Income Taxes - Reconciliation of Gross Amounts of Unrecognized Tax Benefits, Excluding Accrued Interest and Penalties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unrecognized tax benefits, opening balance | $ 1,480 | $ 1,480 |
Change in unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, ending balance | $ 1,480 | $ 1,480 |
Note 10 - Common Stock, Treas_2
Note 10 - Common Stock, Treasury Stock and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | May 22, 2022 | |
Common Stock, Shares, Issued (in shares) | 85,917,891 | 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 | 208,329,000 | |
Treasury Stock, Common, Value | $ 11,407 | $ 11,171 | |
Class of Warrant or Right, Outstanding (in shares) | 0 | 0 | 833,333 |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Issued (in shares) | 0 | 0 | |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 | |
Minimum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.75 | ||
Maximum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 6 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 1,532,433 | 1,328,375 | |
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 311,417 | 208,329 |
Note 11 - Share-based Compens_3
Note 11 - Share-based Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 10, 2022 | |
Share-Based Payment Arrangement, Expense | $ 3,809 | $ 4,017 | |||||
Treasury Stock, Common, Shares (in shares) | 4,611,569 | 4,300,152 | |||||
The 401(k) Profit Sharing Plan and Trust [Member] | |||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100% | ||||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 3% | ||||||
Defined Contribution Plan, Employer Matching Contribution, Additional Percent of Match | 50% | ||||||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100% | ||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1,034 | $ 916 | |||||
The 401(k) Profit Sharing Plan and Trust [Member] | Minimum [Member] | |||||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 3% | ||||||
The 401(k) Profit Sharing Plan and Trust [Member] | Maximum [Member] | |||||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 5% | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 125 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0 | ||||||
Transaction Grants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Delivered in Period (in shares) | 39,592 | 0 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 3,903 | $ 3,989 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 3,048 | ||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares) | 1,739,592 | 1,691,666 | |||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 3,048 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 2 months 12 days | ||||||
Performance Shares [Member] | |||||||
Share-Based Payment Arrangement, Expense | $ 53 | ||||||
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) | 6,882,861 | ||||||
The 2018 Stock Incentive Plan [Member] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,282,176 | ||||||
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% | 133.30% | 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 11 - Share-based Compens_4
Note 11 - 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 11 - Share-based Compens_5
Note 11 - Share-based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding, number of options (in shares) | 2,139,000 | 2,204,000 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 4.37 | $ 4.41 | |
Outstanding, weighted average remaining contractual term (Year) | 5 years 4 months 24 days | 6 years 3 months 18 days | 7 years 1 month 6 days |
Expired, number of options (in shares) | (17,000) | (65,000) | |
Expired, weighted average exercise price per share (in dollars per share) | $ 1.1 | ||
Forfeited, number of options (in shares) | (308,000) | ||
Outstanding, number of options (in shares) | 1,814,000 | 2,139,000 | 2,204,000 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 4.28 | $ 4.37 | $ 4.41 |
Options exercisable, number of options (in shares) | 1,071,000 | ||
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 3.81 | ||
Options exercisable, weighted average remaining contractual term (Year) | 5 years 6 months |
Note 11 - Share-based Compens_6
Note 11 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unvested, number of unvested 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 4 months 24 days | 6 years 3 months 18 days |
Forfeited, number of unvested options (in shares) | (154,000) | |
Forfeited, weighted average exercise price per share (in dollars per share) | $ 7.38 | |
Unvested, number of unvested options (in shares) | 743,000 | 897,000 |
Unvested, weighted average exercise price per share (in dollars per share) | $ 4.95 | $ 4.91 |
Note 11 - Share-based Compens_7
Note 11 - Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Unvested, number of units (in shares) | 4,223,156 | 3,111,321 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ 5.37 | $ 8.03 | |
Granted, number of units (in shares) | 3,487,110 | 2,864,701 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ 0.89 | $ 1.44 | |
Vested and delivered, number of units (in shares) | 1,221,016 | (1,120,046) | |
Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ 2.96 | $ 3.55 | |
Withheld as treasury stock (1), number of units (in shares) | [1] | 311,417 | (208,329) |
Withheld as treasury stock (1), weighted average grant-date fair value (in dollars per share) | [1] | $ 1.82 | $ 4.56 |
Vested not delivered (2), number of units (in shares) | [2] | (39,592) | 0 |
Vested not delivered (2), weighted average grant-date fair value (in dollars per share) | [2] | $ 2.85 | $ 3.3 |
Forfeited, number of units (in shares) | (1,749,241) | (424,491) | |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ 1.2 | $ 3.53 | |
Vested and delivered, number of units (in shares) | (1,221,016) | 1,120,046 | |
Withheld as treasury stock, number of units (1) (in shares) | [1] | (311,417) | 208,329 |
Unvested, number of units (in shares) | 4,389,000 | 4,223,156 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ 4.43 | $ 5.37 | |
[1]As discussed in Note 10, Common stock, treasury stock and warrants, the increase in treasury stock was primarily attributable to shares withheld to cover statutory withholding taxes upon the vesting of RSUs. As of December 31, 2023 and 2022, there were 4,611,569 and 4,300,152 outstanding shares of treasury stock, respectively.[2]Vested not delivered represents vested RSUs with delivery deferred to a future time. During the year ended December 31, 2023, there was a 39,592 change in vested not delivered balance as a result of the timing of delivery of certain shares. During the year ended December 31, 2022, there was no net change in vested not delivered balance as a result of the timing of delivery of certain shares. As of December 31, 2023 and 2022, there were 1,739,592 and 1,691,666 outstanding RSUs included in vested not delivered, respectively |
Note 11 - Share-based Compens_8
Note 11 - Share-based Compensation - Share-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total share-based compensation expense | $ 3,809 | $ 4,017 |
Share-based compensation capitalized in intangible assets | 94 | 97 |
Total share-based compensation | 3,903 | 4,114 |
Selling and Marketing Expense [Member] | ||
Total share-based compensation expense | 543 | 600 |
Research and Development Expense [Member] | ||
Total share-based compensation expense | 626 | 556 |
General and Administrative Expense [Member] | ||
Total share-based compensation expense | $ 2,640 | $ 2,861 |
Note 12 - Segment Information_2
Note 12 - Segment Information (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Number of Operating Segments | 2 |
Number of Reporting Units | 2 |
Number of Reportable Segments | 1 |
ISRAEL | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |
Concentration Risk, Percentage | 27% |
Fluent Segment [Member] | International Customer [Member] | |
Revenue from Contract with Customer, Including Assessed Tax | $ 54,080 |
Revenue from Contract with Customer, Excluding Assessed Tax, Percentage | 18% |
Note 12 - Segment Information -
Note 12 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenue | $ 298,399 | $ 361,134 | |
EBITDA | (49,254) | (106,377) | |
Depreciation and amortization | 10,876 | 13,214 | |
Total loss from operations | (60,130) | (119,591) | |
Total assets | 111,867 | 183,969 | |
Fluent Segment [Member] | |||
Revenue | [1] | 289,083 | 350,789 |
EBITDA | (47,760) | (106,109) | |
Total assets | 97,629 | 168,486 | |
Fluent Segment [Member] | UNITED STATES | |||
Revenue | [1] | 175,528 | 218,981 |
Fluent Segment [Member] | Non-US [Member] | |||
Revenue | [1] | 113,555 | 131,808 |
Other Segments [Member] | |||
Revenue | [1] | 9,316 | 10,345 |
EBITDA | (1,494) | (268) | |
Total assets | 14,238 | 15,483 | |
Other Segments [Member] | UNITED STATES | |||
Revenue | [1] | 9,316 | 10,273 |
Other Segments [Member] | Non-US [Member] | |||
Revenue | [1] | $ 0 | $ 72 |
[1]Revenue aggregation is based upon location of the customer. |
Note 13 - Business Acquisition
Note 13 - Business Acquisition (Details Textual) - USD ($) $ in Thousands | Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 1,261 | $ 55,111 | $ 165,088 | |
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 14 - Variable Interest E_2
Note 14 - Variable Interest Entity (Details Textual) - USD ($) $ in Thousands | Jan. 09, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill | $ 1,261 | $ 55,111 | $ 165,088 | |
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 15 - Contingencies (Detail
Note 15 - Contingencies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Jul. 28, 2023 | May 18, 2023 | Feb. 07, 2023 | Mar. 31, 2022 | Dec. 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, Contra-expense in Period | $ 6,162 | ||||||
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 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 02, 2024 | Aug. 21, 2023 | Mar. 31, 2021 | |
Long-Term Debt, Gross | $ 31,250 | |||||
SLR Credit Agreement [Member] | Subsequent Event [Member] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||||
Debt Instrument, Secured Overnight Financing Rate SOFR Floor | 1.50% | |||||
Line of Credit Facility, Fixed Charge Coverage Ratio | 1.1 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 10.81% | 10.81% | ||||
SLR Credit Agreement [Member] | Subsequent Event [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.26161% | |||||
SLR Credit Agreement [Member] | Subsequent Event [Member] | Base Rate [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | |||||
Debt Instrument, Reduced Basis Spread on Variable Rate | 5% | |||||
SLR Credit Agreement [Member] | Forecast [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | |||||
Long-Term Debt, Gross | 32,700 | |||||
SLR Credit Agreement [Member] | Forecast [Member] | Term Loan [Member] | ||||||
Debt Instrument, Face Amount | $ 20,000 | |||||
The Credit Agreement [Member] | ||||||
Debt Instrument, Secured Overnight Financing Rate SOFR Floor | 0% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | |||||
The Credit Agreement [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||
The Credit Agreement [Member] | Subsequent Event [Member] | ||||||
Gain (Loss) on Extinguishment of Debt | $ (1,100) | |||||
The Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | $ 15,000 |