Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 16, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001460329 | |
Entity Registrant Name | Fluent, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-37893 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0688094 | |
Entity Address, Address Line One | 300 Vesey Street, 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10282 | |
City Area Code | 646 | |
Local Phone Number | 669-7272 | |
Title of 12(b) Security | Common Stock, $0.0005 par value per share | |
Trading Symbol | FLNT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,871,826 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
ASSETS: | ||
Cash and cash equivalents | $ 4,973 | $ 15,804 |
Accounts receivable, net of allowance for credit losses of $157 and $231, respectively | 55,063 | 56,531 |
Prepaid expenses and other current assets | 7,109 | 6,071 |
Total current assets | 67,145 | 78,406 |
Restricted cash | 1,464 | 0 |
Property and equipment, net | 431 | 591 |
Operating lease right-of-use assets | 2,502 | 3,395 |
Intangible assets, net | 23,770 | 26,809 |
Goodwill | 0 | 1,261 |
Other non-current assets | 3,183 | 1,405 |
Total assets | 98,495 | 111,867 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Accounts payable | 7,814 | 10,954 |
Accrued expenses and other current liabilities | 26,214 | 30,534 |
Deferred revenue | 717 | 430 |
Current portion of long-term debt | 32,538 | 5,000 |
Current portion of operating lease liability | 2,261 | 2,296 |
Total current liabilities | 69,544 | 49,214 |
Long-term debt, net | 750 | 25,488 |
Operating lease liability, net | 673 | 1,699 |
Other non-current liabilities | 75 | 1,062 |
Total liabilities | 71,042 | 77,463 |
Contingencies (Note 10) | ||
Shareholders' equity: | ||
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods | 0 | 0 |
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 14,680,246 and 14,384,936, respectively; and Shares outstanding — 13,911,651 and 13,616,316, respectively (Note 7) | 44 | 43 |
Treasury stock, at cost — 768,595 and 768,595 Shares, respectively (Note 7) | (11,407) | (11,407) |
Additional paid-in capital | 438,237 | 427,286 |
Accumulated deficit | (399,421) | (381,518) |
Total shareholders' equity | 27,453 | 34,404 |
Total liabilities and shareholders' equity | $ 98,495 | $ 111,867 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance for doubtful accounts | $ 157 | $ 231 |
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) | 14,680,246 | 14,384,936 |
Common stock, shares outstanding (in shares) | 13,911,651 | 13,616,316 |
Treasury stock, shares (in shares) | 768,595 | 768,595 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | $ 58,717 | $ 82,145 | $ 124,700 | $ 159,399 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization) | 46,109 | 59,540 | 93,457 | 117,812 |
Sales and marketing | 4,605 | 4,215 | 9,417 | 9,028 |
Product development | 4,717 | 4,615 | 9,557 | 9,553 |
General and administrative | 8,856 | 3,941 | 19,221 | 16,266 |
Depreciation and amortization | 2,567 | 3,095 | 5,138 | 5,454 |
Goodwill and intangible assets impairment | 2,241 | 0 | 2,241 | 25,700 |
Total costs and expenses | 69,095 | 75,406 | 139,031 | 183,813 |
Income (loss) from operations | (10,378) | 6,739 | (14,331) | (24,414) |
Interest expense, net | (1,015) | (795) | (2,430) | (1,484) |
Loss on early extinguishment of debt | (1,009) | 0 | (1,009) | 0 |
Income (loss) before income taxes | (12,402) | 5,944 | (17,770) | (25,898) |
Income tax (expense) benefit | 775 | (1,693) | (133) | (1,794) |
Net income (loss) | $ (11,627) | $ 4,251 | $ (17,903) | $ (27,692) |
Basic and diluted income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.75) | $ 0.31 | $ (1.11) | $ (2.02) |
Diluted (in dollars per share) | $ (0.75) | $ 0.31 | $ (1.11) | $ (2.02) |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 15,534,989 | 13,787,995 | 16,115,293 | 13,720,643 |
Diluted (in shares) | 15,534,989 | 13,792,108 | 16,115,293 | 13,720,643 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2022 | 14,129,530 | 716,692 | |||
Balance at Dec. 31, 2022 | $ 42 | $ (11,171) | $ 423,384 | $ (318,300) | $ 93,955 |
Balance (in shares) at Mar. 31, 2023 | 14,322,853 | 768,595 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | (236) | ||||
Balance at Mar. 31, 2023 | $ 43 | $ (11,407) | 424,531 | (350,243) | 62,924 |
Balance (in shares) at Dec. 31, 2022 | 14,129,530 | 716,692 | |||
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) | 227,628 | ||||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | $ 0 | (1) | 0 | 0 |
Share-based compensation | $ 0 | 2,108 | 2,108 | ||
Net loss | (27,692) | (27,692) | |||
Balance (in shares) at Jun. 30, 2023 | 14,357,158 | 768,595 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 51,903 | ||||
Increase in treasury stock resulting from shares withheld to cover statutory taxes | $ (236) | ||||
Balance at Jun. 30, 2023 | $ 43 | $ (11,407) | 425,491 | (345,992) | 68,135 |
Balance (in shares) at Mar. 31, 2023 | 14,322,853 | 768,595 | |||
Balance at Mar. 31, 2023 | $ 43 | $ (11,407) | 424,531 | (350,243) | 62,924 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 34,305 | ||||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 0 | 0 | 0 | ||
Share-based compensation | 0 | 0 | 960 | 0 | 960 |
Net loss | $ 0 | $ 0 | 0 | 4,251 | 4,251 |
Balance (in shares) at Jun. 30, 2023 | 14,357,158 | 768,595 | |||
Balance at Jun. 30, 2023 | $ 43 | $ (11,407) | 425,491 | (345,992) | 68,135 |
Balance (in shares) at Dec. 31, 2023 | 14,384,936 | 768,595 | |||
Balance at Dec. 31, 2023 | $ 43 | $ (11,407) | 427,286 | (381,518) | 34,404 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 295,310 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | $ 0 | (1) | 0 | 0 |
Share-based compensation | 0 | 0 | 1,052 | 0 | 1,052 |
Issuance of pre-funded warrants | 0 | 0 | 9,900 | 0 | 9,900 |
Net loss | $ 0 | $ 0 | 0 | (17,903) | $ (17,903) |
Balance (in shares) at Jun. 30, 2024 | 14,680,246 | 768,595 | |||
Increase in treasury stock resulting from shares withheld to cover statutory taxes (in shares) | 0 | ||||
Balance at Jun. 30, 2024 | $ 44 | $ (11,407) | 438,237 | (399,421) | $ 27,453 |
Balance (in shares) at Mar. 31, 2024 | 14,429,193 | 768,595 | |||
Balance at Mar. 31, 2024 | $ 43 | $ (11,407) | 427,904 | (387,794) | 28,746 |
Vesting of restricted stock units and issuance of stock under incentive plans (in shares) | 251,053 | 0 | |||
Vesting of restricted stock units and issuance of stock under incentive plans | $ 1 | $ 0 | (1) | 0 | 0 |
Share-based compensation | 0 | 0 | 434 | 0 | 434 |
Issuance of pre-funded warrants | 0 | 0 | 9,900 | 0 | 9,900 |
Net loss | $ 0 | $ 0 | 0 | (11,627) | (11,627) |
Balance (in shares) at Jun. 30, 2024 | 14,680,246 | 768,595 | |||
Balance at Jun. 30, 2024 | $ 44 | $ (11,407) | $ 438,237 | $ (399,421) | $ 27,453 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (17,903) | $ (27,692) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 5,138 | 5,454 |
Non-cash loan amortization expense | 837 | 133 |
Non-cash gain on contingent consideration | 250 | 0 |
Non-cash loss on early extinguishment of debt | 1,009 | 0 |
Share-based compensation expense | 1,030 | 1,997 |
Goodwill impairment | 1,261 | 25,700 |
Impairment of intangible assets | 980 | 0 |
Allowance for credit losses | 71 | (92) |
Changes in assets and liabilities, net of business acquisitions: | ||
Accounts receivable | 1,280 | 5,136 |
Prepaid expenses and other current assets | (1,579) | (6,435) |
Other non-current assets | 191 | 244 |
Operating lease assets and liabilities, net | (168) | (165) |
Accounts payable | (3,140) | 7,113 |
Accrued expenses and other current liabilities | (1,443) | (9,147) |
Deferred revenue | 474 | (119) |
Other | (987) | (76) |
Net cash (used in) provided by operating activities | (13,199) | 2,051 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalized costs included in intangible assets | (3,542) | (2,370) |
Business acquisitions, net of cash acquired | 0 | (1,250) |
Acquisition of property and equipment | 0 | (22) |
Net cash used in investing activities | (3,542) | (3,642) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of long-term debt, net of debt financing costs | 42,917 | 0 |
Repayments of long-term debt | (44,475) | (2,500) |
Debt financing costs | (968) | (237) |
Proceeds from issuance of warrants | 9,900 | 0 |
Taxes paid related to net share settlement of vesting of restricted stock units | 0 | (236) |
Net cash (used in) provided by financing activities | 7,374 | (2,973) |
Net decrease in cash, cash equivalents, and restricted cash | (9,367) | (4,564) |
Cash, cash equivalents, and restricted cash at beginning of period | 15,804 | 25,547 |
Cash, cash equivalents, and restricted cash at end of period | 6,437 | 20,983 |
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Cash paid for interest | 1,690 | 1,434 |
Cash paid for income taxes | 44 | 78 |
Share-based compensation capitalized in intangible assets | 29 | 51 |
Long-term debt issuance | 2,000 | 0 |
Consideration for True North | 500 | 0 |
TAPP LLC [Member] | ||
SUPPLEMENTAL DISCLOSURE INFORMATION | ||
Contingent payments in connection with TAPP consolidation | $ 0 | $ 2,915 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 1. (a) Basis of preparation The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), in accordance with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods ended June 30, 2024 2023 not December 31, 2024 From time to time, the Company may may The information included in this Quarterly Report on Form 10 10 December 31, 2023 2023 10 April 2, 2024 December 31, 2023 2023 10 Going concern In accordance with Accounting Standards Codification ("ASC") 205 40, one may not one The Company has experienced a continued decline in its operating results, driven primarily by the continued impact of the imposed regulatory requirements on its owned and operated digital media properties (see Note 10 , Contingencies) April 2, 2024, The SLR Credit Agreement requires the Company to maintain and comply with certain financial covenants. Moreover, the borrowings under the SLR Revolver (as defined in Note 5 5 second 2024, second 2024. 7 Equity 5 May 15, 2024. As of June 30, 2024 not July 31, 2024, two June 30, 2024, August 21, 2024. On August 19, 2024, 5 12 Subsequent Events $2,050 . June 30, 2024 December 31, 2025, Additionally, given the continued challenges the Company has faced achieving profitability, the Company made a reduction in workforce during the second 2024 11 Variable Interest Entity 3 Intangible assets, net While based on current projections, the Company expects to be in compliance with the new financial covenants for each of the quarters in the twelve 10 not not 12 Subsequent Events no twelve no one 10 The accompanying unaudited consolidated financial statements do not Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. ( b) Out of period correction During the three June 30, 2024, third three March 31, 2024 $1,958, not June 30, 2024 not 2024. (c) Reverse stock split On April 11, 2024, 1 10 No 7 Equity, (d) Recently issued and adopted accounting standards Accounting pronouncements not not 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, In December 2023, No. 2023 09, Income Taxes (Topic 470 December 15, 2024 December 15, 2025, (e) Revenue recognition Data and performance-based marketing Revenue is generated when control of goods or services is transferred to customers, in the amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration, or the installation of an app) and subject to certain qualifying characteristics specified by the customer, 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 June 30, 2024 December 31, 2023 December 31, 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 June 30, 2024 December 31, 2023 December 31, 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 Commission revenue The Company, acting as the agent, recognizes commission revenue that it expects to receive from the insurance provider from the sale of certain of its health insurance policies, which includes the assumed automatic renewals of such policies once its performance obligation is satisfied. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission by the Company of the initial policy application. The Company applies the practical expedient to estimate the commission revenue for each insurance policy by applying the use of the portfolio approach to policies grouped together by product type and period submitted for effectuation. The commission revenue is variable based on a policy's estimated lifetime value ("LTV"), which is based on the amount of time the Company expects the policy will remain effective based on past trends, industry data, expectations as to future retention rates, and commission rates. Further, the Company considers the application of constraints to the LTV and only recognizes the amount of variable consideration believed probable to be received that will not The Company reassesses the estimated LTV for the health insurance policies on a quarterly or as-needed basis. Adjustments to the LTV may (f) Use of estimates The preparation of consolidated financial statements in accordance with U.S. 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 credit losses, 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, the variable commission revenue based on the estimated LTV, purchase accounting, 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. (g) Fair value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 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, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on October 10, 2018 As of June 30, 2024 2 5 Long-term debt, net The fair value of certain long-lived non-financial assets and liabilities may June 30, 2024 3 4 Goodwill |
Note 2 - Income (loss) Per Shar
Note 2 - Income (loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 2. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, in addition to restricted stock units ("RSUs") that are vested but not 7 For the three six June 30, 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ (11,627 ) $ 4,251 $ (17,903 ) $ (27,692 ) Denominator: Weighted average shares outstanding 15,289,622 13,502,166 15,827,411 13,435,643 Weighted average restricted shares vested not delivered 245,367 285,829 287,882 285,000 Total basic weighted average shares outstanding 15,534,989 13,787,995 16,115,293 13,720,643 Dilutive effect of assumed conversion of restricted stock units — 4,113 — — Total diluted weighted average shares outstanding 15,534,989 13,792,108 16,115,293 13,720,643 Basic and diluted income (loss) per share: Basic $ (0.75 ) $ 0.31 $ (1.11 ) $ (2.02 ) Diluted $ (0.75 ) $ 0.31 $ (1.11 ) $ (2.02 ) Based on exercise prices compared to the average stock prices for the three six June 30, 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restricted stock units 993,975 928,057 993,975 932,085 Stock options 298,331 356,500 298,331 356,500 Total anti-dilutive securities 1,292,306 1,284,557 1,292,306 1,288,585 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 3 - Intangible Assets, Net
Note 3 - Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 3. Intangible assets, net, other than goodwill, consist of the following: Amortization period (in years) June 30, 2024 December 31, 2023 Gross amount: Software developed for internal use 3 $ 22,802 20,175 Acquired proprietary technology 3-5 15,792 16,972 Customer relationships 5-10 36,686 39,168 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 Total gross amount 125,192 126,227 Accumulated amortization: Software developed for internal use (14,293 ) (12,142 ) Acquired proprietary technology (14,848 ) (15,132 ) Customer relationships (35,647 ) (37,249 ) Trade names (7,302 ) (6,893 ) Domain names (82 ) (77 ) Databases (27,482 ) (26,157 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (101,422 ) (99,418 ) Net intangible assets: Software developed for internal use 8,509 8,033 Acquired proprietary technology 944 1,840 Customer relationships 1,039 1,919 Trade names 9,355 9,764 Domain names 113 118 Databases 3,810 5,135 Total intangible assets, net $ 23,770 $ 26,809 The gross amounts associated with software developed for internal use primarily represent capitalized costs of internally developed software. The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, databases, and non-competition agreements primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective December 8, 2015; the acquisition of Q Interactive, LLC, effecti June 8, 2016; July 1, 2019 ( April 1, 2020; January 1, 2022 ( 11 January 9, 2023 ( 11 Variable Interest Entity During the second 2024, not June 30, 2024 As of June 30, 2024 June 30, 2024 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) Amortization expenses of $2,495 three June 30, 2024 2023 six June 30, 2024 2023 June 30, 2024 not not As of June 30, 2024 2024 2029 Year June 30, 2024 Remainder of 2024 $ 3,650 2025 6,858 2026 4,255 2027 2,435 2028 828 2029 and thereafter 5,744 Total $ 23,770 |
Note 4 - Goodwill
Note 4 - Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 4. Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of June 30, 2024 December 31, 2023 In accordance with ASC 350, Intangibles - Goodwill and Other, may not not October 1. During the second 2024, 58%. June 30, 2024 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 5 - Long-term Debt, Net
Note 5 - Long-term Debt, Net | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. Long-term debt, net of unamortized discount and financing costs, related to the Credit Facility, the New Credit Facility, and Note Payable (as set forth herein) consisted of the following: June 30, 2024 December 31, 2023 Citizens Credit Facility due 2025 (less unamortized discount and financing costs of $ 0 762 $ — $ 30,488 New Credit Facility due 2029 (less unamortized discount and financing costs of $ 987 0 31,288 — Note Payable due 2026 2,000 — Long-term debt, net 33,288 30,488 Less: Current portion of long-term debt (32,538 ) (5,000 ) Long-term debt, net (non-current) $ 750 $ 25,488 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) Citizens Credit Facility On April 2, 2024, September 30, 2025, second 2024. New Credit Facility On April 2, 2024, The SLR Credit Agreement provides for a $20,000 term loan (the "SLR Term Loan") and a revolving credit facility of up to $30,000 (the "SLR Revolver" and together with the SLR Term Loan, the "SLR Credit Facility"). As of June 30, 2024 April 2, 2029. The Company used a portion of the net proceeds of the SLR Credit Facility to repay the outstanding Term Loan under the credit agreement dated March 31, 2021 ( FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) There is no five 3 1. 5.25% June 30, 2024 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 its ability to make certain investments or other restricted payments. The SLR Credit Agreement is guaranteed by the Company and certain of its direct and indirect subsidiaries and is secured by substantially all of the Company's assets and those of its direct and indirect subsidiaries, including Fluent, LLC. The Borrower's ability to draw on the SLR Revolver depends on its weekly borrowing base, which is calculated by applying specified percentages established by SLR to the Borrower's eligible accounts receivable and cash, less reserves, subject to certain limitations. Debt issuance costs and debt discount costs, net of accumulated amortization, related to the issuance of the SLR Revolver was $1,050 and $430, respectively, as of June 30, 2024 On May 15, 2024, 1 2 3 4 5 As of June 30, 2024 not July 31, 2024, July 31, 2024, June 30, 2024, August 16, 2024. August 14, 2024, second August 21, 2024. On August 19, 2024, $2,000 To raise the capital, the Company entered into convertible subordinated notes, as described in Note 12 Subsequent Events June 30, 2024 , modified the financial covenant through December 31, 2025, While based on current projections, the Company expects to be in compliance with the new financial covenants during the next twelve not June 30, 2024 Note Payable On March 17, 2024, 10 Contingencies one 11% June 30, 2024 A maximum of $1,000 of the borrowings under the Note Payable are secured by substantially all of the assets of Fluent, LLC. This security interest is subordinate to the security interest under the SLR Credit Agreement. The Note Payable matures on March 31, 2026 June 30, 2024, July 17, 2024. Maturities As of June 30, 2024 not 1 Year June 30, 2024 Remainder of 2024 $ 2,846 2025 1,000 2026 250 2027 — 2028 — 2029 30,179 Total maturities $ 34,275 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 6 - Income Taxes
Note 6 - Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 6. The Company is subject to federal and state income taxes in the United States. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate ("AETR"). The Company updates its estimated AETR on a quarterly basis and, if the estimate changes, a cumulative adjustment is made. As of June 30, 2024 December 31, 2023 may For the six June 30, 2024 no six June 30, 2023 2023 The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances, and information available as of the reporting dates. For those tax positions where it is more-likely-than- not 50% not not no As of June 30, 2024 December 31, 2023 $1,480, June 30, 2024 not The Company is reasonably certain that all of its uncertain tax positions will reverse within the next twelve |
Note 7 - Equity
Note 7 - Equity | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | 7. Common stock Effective at 6:00 April 11, 2024, 1 April 11, 2024. six one not not The Reverse Stock Split reduced the number of issued and outstanding shares of common stock from 81,571,864 shares to 13,660,598 shares and reduced the issued shares of common stock held by the Company in treasury stock from 4,611,569 shares to 768,595 shares. The common stock began trading on a reverse split-adjusted basis at the opening of trading on The Nasdaq Capital Market on April 12, 2024, 34380C 201 As of the effective time of the Reverse Stock Split, the number of shares available for issuance under the Company's equity incentive plans and the number of shares issuable pursuant to each outstanding equity award immediately prior to the Reverse Stock Split were reduced proportionately at the Reverse Stock Split Ratio, and the exercise price for each outstanding stock option was increased in inverse proportion to the Reverse Stock Split Ratio. FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) As of June 30, 2024 December 31, 2023 For the six June 30, 2024 Treasury stock As of June 30, 2024 December 31, 2023 The Company's share-based incentive plans allow employees the option to either make a cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock may six June 30, 2024 8 Share-based compensation Warrants On May 13, 2024, three The aggregate gross proceeds for the Private Placement totaled $10,000, before deducting offering expenses payable by the Company of $100. The Pre-Funded Warrants, which terminated when exercised in full, had an exercise price of $0.0005 per share of common stock and became immediately exercisable upon stockholder approval of the Private Placement. In connection with the Private Placement, the Company entered into Support Agreements with three July 2, 2024, As of June 30, 2024 4 2 1933. The Pre-Funded Warrants were reflected in the Company's stockholder's equity within additional paid-in-capital as of June 30, 2024 815 40, no |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 8. On June 8, 2022, 2022 "2022 June 30, 2024 2022 2018 The primary purpose of the 2022 October 2022, 2022 Stock options In January 2019, February 1, 2019, December 20, 2019, March 1, 2020, March 1, 2021. 20 20 no first As of June 30, 2024 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 $ 16.86 $ 9.48 $ 8.76 $ 26.04 Fair value higher range $ 17.16 $ 9.66 $ 8.94 $ 26.58 Exercise price $ 28.32 $ 15.36 $ 13.98 $ 37.98 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 % FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) For the six June 30, 2024 Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2023 302,333 $ 25.68 5.4 $ — Granted (1) 16,667 3.36 9.9 — Exercised (20,666 ) — — — Forfeited — — — — Outstanding as of June 30, 2024 298,334 $ 25.15 5.2 $ — Options exercisable as of June 30, 2024 263,668 $ 25.65 4.8 $ — ( 1 June 3, 2024, four 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 six June 30, 2024 Number of stock options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2023 123,833 $ 29.72 5.4 Granted (1) 16,667 3.36 9.9 Forfeited — — — Vested (105,834 ) — — Unvested as of June 30, 2024 34,666 $ 21.34 8.2 ( 1 June 3, 2024, one four ten Compensation expense recognized for stock options was $1 and $0 for both the three June 30, 2024 2023 six June 30, 2024 2023 June 30, 2024 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) Restricted stock units and restricted stock For the six June 30, 2024 Number of units Weighted average grant-date fair value Unvested as of December 31, 2023 731,538 $ 25.95 Granted 654,411 3.67 Vested and delivered (295,310 ) 10.19 Withheld as treasury stock (1) — — Vested not delivered (2) (1,487 ) 10.50 Forfeited (95,177 ) 14.22 Unvested as of June 30, 2024 993,975 17.55 ( 1 As discussed in Note 7 Equity June 30, 2024 ( 2 Vested not six June 30, 2024 not June 30, 2024 not Compensation expense recognized for RSUs of $433 and $960 for the three June 30, 2024 2023 six June 30, 2024 2023 As of June 30, 2024 , For the three six June 30, 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales and marketing $ 57 $ 129 $ 141 $ 296 Product development 55 136 100 327 General and administrative 311 671 782 1,434 Share-based compensation expense 423 936 1,023 2,057 Capitalized in intangible assets 11 24 29 51 Total share-based compensation $ 434 $ 960 $ 1,052 $ 2,108 As of June 30, 2024 December 31, 2023 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 9 - Segment Information
Note 9 - Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 9. The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the CODM, in making decisions regarding resource allocation and performance assessment. The profitability measure employed by CODM is earnings before interest, taxes, depreciation, and amortization ("EBITDA"). As of June 30, 2024 two two one Summarized financial information concerning the Company's segments for the three six June 30, 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Fluent segment revenue (1) United States $ 34,654 $ 40,200 $ 74,970 $ 83,108 International 20,911 39,809 43,773 72,139 Fluent segment revenue $ 55,565 $ 80,009 $ 118,743 $ 155,247 All Other segment revenue (1) United States $ 3,152 $ 2,136 $ 5,957 $ 4,152 International — — — — All Other segment revenue $ 3,152 $ 2,136 $ 5,957 $ 4,152 Segment EBITDA Fluent segment EBITDA $ (7,041 ) $ 9,685 $ (8,890 ) $ (18,894 ) All Other segment EBITDA (770 ) 149 (303 ) (66 ) Total EBITDA (7,811 ) 9,834 (9,193 ) (18,960 ) Depreciation and amortization 2,567 3,095 5,138 5,454 Total loss from operations $ (10,378 ) $ 6,739 $ (14,331 ) $ (24,414 ) ( 1 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) June 30, December 31, 2024 2023 Total assets: Fluent $ 83,680 $ 97,629 All Other 14,815 14,238 Total assets $ 98,495 $ 111,867 As of June 30, 2024 For the six June 30, 2024 FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 10 - Contingencies
Note 10 - Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 10. In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. The Company does not On January 28, 2020, October 18, 2022, January 12, 2023, December 31, 2022. May 26, 2023, July 17, 2023, August 11, 2023, August 15, 2023. August 12, 2024, On October 6, 2020, November 2, 2022. May 18, 2023, June 30, 2023. The Company had been involved in a Telephone Consumer Protection Act class action, Daniel Berman v. Freedom Financial Network 2018. On May 31, 2023, December 31, 2022. July 28, 2023, February 23, 2024. March 15, 2024 5 Long-term debt, net, |
Note 11 - Variable Interest Ent
Note 11 - Variable Interest Entity | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Variable Interest Entity Disclosure [Text Block] | 11. 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 it is the primary beneficiary of a VIE at the inception of the arrangement and as of the reporting date. True North On May 1, 2024, third January 1, 2022, ( In accordance with ASC 810, Consolidation 810" no not It was also determined that True North did not 205 20, Discontinued Operations TAPP On January 9, 2023, not As the Company gained control of TAPP, in accordance with ASC 805, three one four not FLUENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Amounts in thousands, except share and per share data) (unaudited) |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. Sale of Convertible Notes On August 19, 2024, April 2, 2029, may ten no Each holder of a Convertible Note is entitled to convert the Conversion Amount (as defined below) into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $3.01, and (ii) the greater of (A) the consolidated closing bid price of the Company’s Common Stock as reported on Nasdaq on the applicable conversion date and (B) $1.00, in each case subject to adjustments for stock splits, recapitalizations and the like. However, the applicable conversion price will in no 2024 may may not No The purchasers of the Convertible Notes include our Chairman of the Board and Chief Strategy Officer Ryan Schulke, our Chief Executive Officer Donald Patrick, our interim Chief Financial Officer Ryan Perfit, our Chief Customer Officer and member of the board of directors Matthew Conlin, and Dr. Phillip Frost, a beneficial owner of approximately 22% of common stock prior to the Convertible Note transaction. In certain cases the Convertible Notes were purchased by affiliates of such persons. In connection with the Second Amendment and the Purchase Agreements, the Company, SLR and the purchasers of the Convertible Notes entered into a Second Amendment Subordination Agreement dated August 19, 2024 ( may not (i) (a) no December 31, 2024. (ii) (a) no June 30, 2025 not |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Insider Trading Arr Line Items | ||
Material Terms of Trading Arrangement [Text Block] | 5. Rule 10b5 1 During the fiscal quarter ended June 30, 2024 none 10b5 1 10b5 1 Second Amendment to SLR Credit Agreement On July 31, 2024, June 30, 2024, August 16, 2024. August 14, 2024, second August 21, 2024. On August 19, 2024, $2.0 four one June 30, 2024 , modified the financial covenant through December 31, 2025, 5.25% 5.75%. The Second Amendment also included a Second Amendment Subordination Agreement described below. Sale of Convertible Notes On August 19, 2024, $2.1 April 2, 2029, 13% may ten no Each holder of a Convertible Note is entitled to convert the Conversion Amount (as defined below) into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $3.01, $1.00, no 2024 may 19.99% may not No The purchasers of the Convertible Notes include our Chairman of the Board and Chief Strategy Officer Ryan Schulke, our Chief Executive Officer Donald Patrick, our interim Chief Financial Officer Ryan Perfit, our Chief Customer Officer and member of the board of directors Matthew Conlin, and Dr. Phillip Frost, a beneficial owner of approximately 22% In connection with the Second Amendment and the Purchase Agreements, the Company, SLR and the purchasers of the Convertible Notes entered into a Second Amendment Subordination Agreement dated August 19, 2024 ( may not (i) (a) no December 31, 2024. (ii) (a) no June 30, 2025 not $7,000,000, | |
Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Rule 10b5-1 Arrangement Terminated [Flag] | false | |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | (a) Basis of preparation The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), in accordance with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods ended June 30, 2024 2023 not December 31, 2024 From time to time, the Company may may The information included in this Quarterly Report on Form 10 10 December 31, 2023 2023 10 April 2, 2024 December 31, 2023 2023 10 Going concern In accordance with Accounting Standards Codification ("ASC") 205 40, one may not one The Company has experienced a continued decline in its operating results, driven primarily by the continued impact of the imposed regulatory requirements on its owned and operated digital media properties (see Note 10 , Contingencies) April 2, 2024, The SLR Credit Agreement requires the Company to maintain and comply with certain financial covenants. Moreover, the borrowings under the SLR Revolver (as defined in Note 5 5 second 2024, second 2024. 7 Equity 5 May 15, 2024. As of June 30, 2024 not July 31, 2024, two June 30, 2024, August 21, 2024. On August 19, 2024, 5 12 Subsequent Events $2,050 . June 30, 2024 December 31, 2025, Additionally, given the continued challenges the Company has faced achieving profitability, the Company made a reduction in workforce during the second 2024 11 Variable Interest Entity 3 Intangible assets, net While based on current projections, the Company expects to be in compliance with the new financial covenants for each of the quarters in the twelve 10 not not 12 Subsequent Events no twelve no one 10 The accompanying unaudited consolidated financial statements do not Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation. |
Accounting Immaterial Changes and Error Corrections [Policy Text Block] | ( b) Out of period correction During the three June 30, 2024, third three March 31, 2024 $1,958, not June 30, 2024 not 2024. |
Stockholders' Equity, Policy [Policy Text Block] | (c) Reverse stock split On April 11, 2024, 1 10 No 7 Equity, |
New Accounting Pronouncements, Policy [Policy Text Block] | (d) Recently issued and adopted accounting standards Accounting pronouncements not not 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, In December 2023, No. 2023 09, Income Taxes (Topic 470 December 15, 2024 December 15, 2025, |
Revenue from Contract with Customer [Policy Text Block] | (e) Revenue recognition Data and performance-based marketing Revenue is generated when control of goods or services is transferred to customers, in the amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's performance obligation is typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration, or the installation of an app) and subject to certain qualifying characteristics specified by the customer, 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 June 30, 2024 December 31, 2023 December 31, 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 June 30, 2024 December 31, 2023 December 31, 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 Commission revenue The Company, acting as the agent, recognizes commission revenue that it expects to receive from the insurance provider from the sale of certain of its health insurance policies, which includes the assumed automatic renewals of such policies once its performance obligation is satisfied. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission by the Company of the initial policy application. The Company applies the practical expedient to estimate the commission revenue for each insurance policy by applying the use of the portfolio approach to policies grouped together by product type and period submitted for effectuation. The commission revenue is variable based on a policy's estimated lifetime value ("LTV"), which is based on the amount of time the Company expects the policy will remain effective based on past trends, industry data, expectations as to future retention rates, and commission rates. Further, the Company considers the application of constraints to the LTV and only recognizes the amount of variable consideration believed probable to be received that will not The Company reassesses the estimated LTV for the health insurance policies on a quarterly or as-needed basis. Adjustments to the LTV may |
Use of Estimates, Policy [Policy Text Block] | (f) Use of estimates The preparation of consolidated financial statements in accordance with U.S. 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 credit losses, 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, the variable commission revenue based on the estimated LTV, purchase accounting, 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. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | (g) Fair value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. 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, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on October 10, 2018 As of June 30, 2024 2 5 Long-term debt, net The fair value of certain long-lived non-financial assets and liabilities may June 30, 2024 3 4 Goodwill |
Note 2 - Income (loss) Per Sh_2
Note 2 - Income (loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ (11,627 ) $ 4,251 $ (17,903 ) $ (27,692 ) Denominator: Weighted average shares outstanding 15,289,622 13,502,166 15,827,411 13,435,643 Weighted average restricted shares vested not delivered 245,367 285,829 287,882 285,000 Total basic weighted average shares outstanding 15,534,989 13,787,995 16,115,293 13,720,643 Dilutive effect of assumed conversion of restricted stock units — 4,113 — — Total diluted weighted average shares outstanding 15,534,989 13,792,108 16,115,293 13,720,643 Basic and diluted income (loss) per share: Basic $ (0.75 ) $ 0.31 $ (1.11 ) $ (2.02 ) Diluted $ (0.75 ) $ 0.31 $ (1.11 ) $ (2.02 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restricted stock units 993,975 928,057 993,975 932,085 Stock options 298,331 356,500 298,331 356,500 Total anti-dilutive securities 1,292,306 1,284,557 1,292,306 1,288,585 |
Note 3 - Intangible Assets, N_2
Note 3 - Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortization period (in years) June 30, 2024 December 31, 2023 Gross amount: Software developed for internal use 3 $ 22,802 20,175 Acquired proprietary technology 3-5 15,792 16,972 Customer relationships 5-10 36,686 39,168 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 Total gross amount 125,192 126,227 Accumulated amortization: Software developed for internal use (14,293 ) (12,142 ) Acquired proprietary technology (14,848 ) (15,132 ) Customer relationships (35,647 ) (37,249 ) Trade names (7,302 ) (6,893 ) Domain names (82 ) (77 ) Databases (27,482 ) (26,157 ) Non-competition agreements (1,768 ) (1,768 ) Total accumulated amortization (101,422 ) (99,418 ) Net intangible assets: Software developed for internal use 8,509 8,033 Acquired proprietary technology 944 1,840 Customer relationships 1,039 1,919 Trade names 9,355 9,764 Domain names 113 118 Databases 3,810 5,135 Total intangible assets, net $ 23,770 $ 26,809 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year June 30, 2024 Remainder of 2024 $ 3,650 2025 6,858 2026 4,255 2027 2,435 2028 828 2029 and thereafter 5,744 Total $ 23,770 |
Note 5 - Long-term Debt, Net (T
Note 5 - Long-term Debt, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | June 30, 2024 December 31, 2023 Citizens Credit Facility due 2025 (less unamortized discount and financing costs of $ 0 762 $ — $ 30,488 New Credit Facility due 2029 (less unamortized discount and financing costs of $ 987 0 31,288 — Note Payable due 2026 2,000 — Long-term debt, net 33,288 30,488 Less: Current portion of long-term debt (32,538 ) (5,000 ) Long-term debt, net (non-current) $ 750 $ 25,488 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year June 30, 2024 Remainder of 2024 $ 2,846 2025 1,000 2026 250 2027 — 2028 — 2029 30,179 Total maturities $ 34,275 |
Note 8 - Share-based Compensa_2
Note 8 - Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 $ 16.86 $ 9.48 $ 8.76 $ 26.04 Fair value higher range $ 17.16 $ 9.66 $ 8.94 $ 26.58 Exercise price $ 28.32 $ 15.36 $ 13.98 $ 37.98 Expected term (in years) 1.0 - 1.3 1.0 - 1.6 1.0 - 1.5 1.0 - 1.3 Expected volatility 65 % 70 % 70 % 80 % Dividend yield — % — % — % — % Risk-free rate 2.61 % 1.85 % 1.05 % 1.18 % |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of options Weighted average exercise price per share Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding as of December 31, 2023 302,333 $ 25.68 5.4 $ — Granted (1) 16,667 3.36 9.9 — Exercised (20,666 ) — — — Forfeited — — — — Outstanding as of June 30, 2024 298,334 $ 25.15 5.2 $ — Options exercisable as of June 30, 2024 263,668 $ 25.65 4.8 $ — |
Schedule of Nonvested Share Activity [Table Text Block] | Number of stock options Weighted average exercise price per share Weighted average remaining contractual term (in years) Unvested as of December 31, 2023 123,833 $ 29.72 5.4 Granted (1) 16,667 3.36 9.9 Forfeited — — — Vested (105,834 ) — — Unvested as of June 30, 2024 34,666 $ 21.34 8.2 |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of units Weighted average grant-date fair value Unvested as of December 31, 2023 731,538 $ 25.95 Granted 654,411 3.67 Vested and delivered (295,310 ) 10.19 Withheld as treasury stock (1) — — Vested not delivered (2) (1,487 ) 10.50 Forfeited (95,177 ) 14.22 Unvested as of June 30, 2024 993,975 17.55 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales and marketing $ 57 $ 129 $ 141 $ 296 Product development 55 136 100 327 General and administrative 311 671 782 1,434 Share-based compensation expense 423 936 1,023 2,057 Capitalized in intangible assets 11 24 29 51 Total share-based compensation $ 434 $ 960 $ 1,052 $ 2,108 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Fluent segment revenue (1) United States $ 34,654 $ 40,200 $ 74,970 $ 83,108 International 20,911 39,809 43,773 72,139 Fluent segment revenue $ 55,565 $ 80,009 $ 118,743 $ 155,247 All Other segment revenue (1) United States $ 3,152 $ 2,136 $ 5,957 $ 4,152 International — — — — All Other segment revenue $ 3,152 $ 2,136 $ 5,957 $ 4,152 Segment EBITDA Fluent segment EBITDA $ (7,041 ) $ 9,685 $ (8,890 ) $ (18,894 ) All Other segment EBITDA (770 ) 149 (303 ) (66 ) Total EBITDA (7,811 ) 9,834 (9,193 ) (18,960 ) Depreciation and amortization 2,567 3,095 5,138 5,454 Total loss from operations $ (10,378 ) $ 6,739 $ (14,331 ) $ (24,414 ) June 30, December 31, 2024 2023 Total assets: Fluent $ 83,680 $ 97,629 All Other 14,815 14,238 Total assets $ 98,495 $ 111,867 |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Aug. 19, 2024 USD ($) | Apr. 11, 2024 | Apr. 02, 2024 | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 $ / shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Earnings Per Share, Basic (in dollars per share) | $ / shares | $ (0.75) | $ 0.31 | $ (1.11) | $ (2.02) | |||||
Earnings Per Share, Diluted (in dollars per share) | $ / shares | $ (0.75) | $ 0.31 | $ (1.11) | $ (2.02) | |||||
Contract with Customer, Liability, Current | $ 717 | $ 717 | $ 430 | $ 1,014 | |||||
Unbilled Receivables, Current | 20,482 | 20,482 | $ 21,488 | $ 26,878 | |||||
Reverse Stock Split [Member] | |||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 6 | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||
Accounts Receivable, after Allowance for Credit Loss | $ 1,958 | $ 1,958 | |||||||
Earnings Per Share, Basic (in dollars per share) | $ / shares | $ 0.13 | ||||||||
Earnings Per Share, Diluted (in dollars per share) | $ / shares | $ 0.12 | ||||||||
Subsequent Event [Member] | Convertible Notes [Member] | |||||||||
Proceeds from Convertible Debt | $ 2,050 | ||||||||
SLR Credit Agreement [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | ||||||||
SLR Credit Agreement [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument, Covenant, Minimum Capital Raise | $ 2,000 | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.75% |
Note 2 - Income (loss) Per Sh_3
Note 2 - Income (loss) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net loss | $ (11,627) | $ 4,251 | $ (17,903) | $ (27,692) |
Weighted average shares outstanding (in shares) | 15,289,622 | 13,502,166 | 15,827,411 | 13,435,643 |
Weighted average restricted shares vested not delivered (in shares) | 245,367 | 285,829 | 287,882 | 285,000 |
Total basic weighted average shares outstanding (in shares) | 15,534,989 | 13,787,995 | 16,115,293 | 13,720,643 |
Total diluted weighted average shares outstanding (in shares) | 15,534,989 | 13,792,108 | 16,115,293 | 13,720,643 |
Basic (in dollars per share) | $ (0.75) | $ 0.31 | $ (1.11) | $ (2.02) |
Diluted (in dollars per share) | $ (0.75) | $ 0.31 | $ (1.11) | $ (2.02) |
Restricted Stock Units (RSUs) [Member] | ||||
Dilutive effect of assumed conversion of restricted stock units (in shares) | 0 | 4,113 | 0 | 0 |
Note 2 - Loss Per Share - Antid
Note 2 - Loss Per Share - Antidilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total anti-dilutive securities (in shares) | 1,292,306 | 1,284,557 | 1,292,306 | 1,288,585 |
Restricted Stock Units (RSUs) [Member] | ||||
Total anti-dilutive securities (in shares) | 993,975 | 928,057 | 993,975 | 932,085 |
Share-Based Payment Arrangement, Option [Member] | ||||
Total anti-dilutive securities (in shares) | 298,331 | 356,500 | 298,331 | 356,500 |
Note 3 - Intangible Assets, N_3
Note 3 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jan. 01, 2022 | Apr. 01, 2020 | |
Asset Impairment Charges | $ 2,241 | $ 0 | $ 2,241 | $ 25,700 | |||
Amortization of Intangible Assets | 2,495 | $ 2,995 | 4,978 | $ 5,251 | |||
Customer Relationships [Member] | |||||||
Asset Impairment Charges | 383 | ||||||
Finite-Lived Intangible Assets, Gross | 36,686 | 36,686 | $ 39,168 | ||||
Internallly-developed Software [Member] | |||||||
Asset Impairment Charges | 597 | ||||||
Software Developed for Internal Use, Not Commenced Amortization [Member] | |||||||
Finite-Lived Intangible Assets, Gross | $ 653 | $ 653 | |||||
Winopoly, LLC [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | ||||||
True North Loyalty, LLC [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Note 3 - Intangible Assets, N_4
Note 3 - Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Total accumulated amortization | $ (101,422) | $ (99,418) |
Intangible assets, net | $ 23,770 | 26,809 |
Computer Software, Intangible Asset [Member] | ||
Amortization period (Year) | 3 years | |
Total gross amount | $ 22,802 | 20,175 |
Total accumulated amortization | (14,293) | (12,142) |
Intangible assets, net | 8,509 | 8,033 |
Acquired Proprietary Technology [Member] | ||
Total gross amount | 15,792 | 16,972 |
Total accumulated amortization | (14,848) | (15,132) |
Intangible assets, net | $ 944 | 1,840 |
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 | $ 36,686 | 39,168 |
Total accumulated amortization | (35,647) | (37,249) |
Intangible assets, net | $ 1,039 | 1,919 |
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 | (7,302) | (6,893) |
Intangible assets, net | $ 9,355 | 9,764 |
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 | (82) | (77) |
Intangible assets, net | 113 | 118 |
Database Rights [Member] | ||
Total gross amount | 31,292 | 31,292 |
Total accumulated amortization | (27,482) | (26,157) |
Intangible assets, net | $ 3,810 | 5,135 |
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 3 - Intangible Assets, N_5
Note 3 - Intangible Assets, Net - Estimated Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Remainder of 2024 | $ 3,650 | |
2025 | 6,858 | |
2026 | 4,255 | |
2027 | 2,435 | |
2028 | 828 | |
2029 and thereafter | 5,744 | |
Total | $ 23,770 | $ 26,809 |
Note 4 - Goodwill (Details Text
Note 4 - Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Goodwill | $ 0 | $ 0 | $ 1,261 | |
Goodwill, Period Increase (Decrease) | 1,261 | |||
Goodwill, Impairment Loss | $ 1,261 | $ 25,700 | ||
All Other Reporting Unit [Member] | ||||
Goodwill, Impairment Loss | $ 1,261 |
Note 5 - Long-term Debt, Net (D
Note 5 - Long-term Debt, Net (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Aug. 19, 2024 | Apr. 02, 2024 | Mar. 17, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Repayments of Long-Term Debt | $ 44,475,000 | $ 2,500,000 | |||||
Gain (Loss) on Extinguishment of Debt | $ (1,009,000) | $ 0 | (1,009,000) | $ 0 | |||
Long-Term Debt, Gross | $ 34,275,000 | $ 34,275,000 | |||||
Convertible Notes [Member] | Subsequent Event [Member] | |||||||
Proceeds from Convertible Debt | $ 2,050,000 | ||||||
Notes Payable to Banks [Member] | |||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||
Debt Instrument, Basis Spread on Variable Rate | 11% | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 16.32% | 16.33% | 16.33% | ||||
Debt Instrument, Quarterly Principal Amortization | $ 250,000 | ||||||
Notes Payable to Banks [Member] | Maximum [Member] | |||||||
Debt Instrument, Collateral Amount | $ 1,000,000 | ||||||
Notes Payable to Banks [Member] | CME Term SOFR [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 11% | ||||||
The Credit Agreement [Member] | |||||||
Repayments of Long-Term Debt | $ 30,000,000 | ||||||
Gain (Loss) on Extinguishment of Debt | $ 1,009 | ||||||
SLR Credit Agreement [Member] | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||||||
Debt Instrument, Term (Year) | 5 years | ||||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | ||||||
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% | ||||||
Debt Issuance Costs, Net | $ 1,050,000 | $ 1,050,000 | |||||
Debt Instrument, Unamortized Discount | $ 430,000 | $ 430,000 | |||||
SLR Credit Agreement [Member] | Subsequent Event [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 5.75% | ||||||
Debt Instrument, Covenant, Minimum Capital Raise | $ 2,000,000 | ||||||
SLR Credit Agreement [Member] | Secured Overnight Financing Rate (SOFR) [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.26161% | ||||||
SLR Credit Agreement [Member] | Base Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | 5.25% | |||||
Debt Instrument, Reduced Basis Spread on Variable Rate | 5% | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.86% | 10.86% | |||||
SLR Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 | ||||||
Long-Term Debt, Gross | 32,274,000 | ||||||
SLR Credit Agreement [Member] | Term Loan [Member] | |||||||
Debt Instrument, Face Amount | 20,000,000 | ||||||
SLR Revolver [Member] | Revolving Credit Facility [Member] | |||||||
Long-Term Debt, Gross | $ 12,274,000 |
Note 5 - Long-term Debt, Net -
Note 5 - Long-term Debt, Net - Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Long-term debt | $ 33,288 | $ 30,488 |
Long-term debt | 33,288 | 30,488 |
Less: Current portion of long-term debt | (32,538) | (5,000) |
Long-term debt, net (non-current) | 750 | 25,488 |
New Credit Facility Term Loan [Member] | ||
Long-term debt | 0 | 30,488 |
Long-term debt | 0 | 30,488 |
New Credit Facility [Member] | ||
Long-term debt | 31,288 | 0 |
Long-term debt | 31,288 | 0 |
Notes Payable to Banks [Member] | ||
Long-term debt | 2,000 | 0 |
Long-term debt | $ 2,000 | $ 0 |
Note 5 - Long-term Debt, Net _2
Note 5 - Long-term Debt, Net - Long-term Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
New Credit Facility Term Loan [Member] | ||
Long-term debt, unamortized discount | $ 0 | $ 762 |
New Credit Facility [Member] | ||
Long-term debt, unamortized discount | $ 987 | $ 0 |
Note 5 - Long-term Debt, Net _3
Note 5 - Long-term Debt, Net - Scheduled Future Maturities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Remainder of 2024 | $ 2,846 |
2025 | 1,000 |
2026 | 250 |
2027 | 0 |
2028 | 0 |
2029 | 30,179 |
Total maturities | $ 34,275 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Effective Income Tax Rate Reconciliation, Percent | 0.80% | 6.90% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | ||
Unrecognized Tax Benefits | $ 1,480 | $ 1,480 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ (1,480) |
Note 7 - Equity (Details Textua
Note 7 - Equity (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
May 13, 2024 USD ($) $ / shares shares | Apr. 11, 2024 shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | |
Class of Warrant or Right, Outstanding (in shares) | 0 | |||||
Common Stock, Shares, Outstanding (in shares) | 13,911,651 | 13,911,651 | 13,616,316 | |||
Treasury Stock, Common, Shares (in shares) | 768,595 | 768,595 | 768,595 | |||
Common Stock, Shares, Issued (in shares) | 14,680,246 | 14,680,246 | 14,384,936 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 295,310 | |||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 0 | |||||
Treasury Stock, Common, Value | $ | $ 11,407 | $ 11,407 | $ 11,407 | |||
Proceeds from Issuance of Warrants | $ | $ 9,900 | $ 0 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 0 | |||||
Pre-funded Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,955,084 | |||||
Warrant Terms, Minimum Share Price (in dollars per share) | $ / shares | $ 3.384 | |||||
Warrants Issued, Underwriting Discounts or Commissions Paid | $ | $ 0 | |||||
Proceeds from Issuance of Warrants | $ | 10,000 | |||||
Warrants Issued, Amount of Offering Expenses Payable | $ | $ 100 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.0005 | |||||
Warrants Issued, Number of Warrants Exercised | 0 | 0 | ||||
Reverse Stock Split [Member] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 6 | |||||
Common Stock, Shares, Outstanding (in shares) | 13,660,598 | 81,571,864 | 81,571,864 | |||
Treasury Stock, Common, Shares (in shares) | 768,595 | 4,611,569 | 4,611,569 |
Note 8 - Share-based Compensa_3
Note 8 - Share-based Compensation (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2019 | Jun. 08, 2022 shares | |
Share-Based Payment Arrangement, Expense | $ | $ 423 | $ 936 | $ 1,023 | $ 2,057 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 3,046 | $ 3,046 | |||||||||
Treasury Stock, Common, Shares (in shares) | 768,595 | 768,595 | 768,595 | ||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares) | 4,752 | 4,752 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 7 months 6 days | ||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | ||||||||||
Share Based Compensation, Options, Number of Employees Granted | 1 | 1 | |||||||||
Share Based Compensation, Options, Number of Years Exercisable After Grant Date | 10 | 10 | |||||||||
Share-Based Payment Arrangement, Expense | $ | $ 1 | 0 | $ 1 | 0 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ | 433 | $ 960 | 1,051 | $ 2,108 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 59 | $ 59 | |||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested and Unissued Outstanding (in shares) | 291,419 | 291,419 | |||||||||
Transaction Grants [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Delivered in Period (in shares) | 3,265 | ||||||||||
Performance Shares [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 29 | $ 22 | |||||||||
Fluent, Inc. 2022 Omnibus Equity Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 2,570,421 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 591,953 | 591,953 | |||||||||
The 2018 Stock Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 240,461 | 240,461 | |||||||||
The 2018 Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 5 years | ||||||||||
The 2018 Stock Incentive Plan [Member] | Vesting if Stock Price is Above 125 Percent of Exercise Price For 20 Consecutive Days [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50% | ||||||||||
The 2018 Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 133.33% | 133.33% | 133.33% | 125% | |||||||
The 2018 Stock Incentive Plan [Member] | Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50% | ||||||||||
The 2018 Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 177.78% | 177.78% | 177.78% | 156.25% |
Note 8 - Share-based Compensa_4
Note 8 - Share-based Compensation - Key Assumptions (Details) - $ / shares | Mar. 01, 2021 | Mar. 01, 2020 | Dec. 20, 2019 | Feb. 01, 2019 |
Fair value lower range (in dollars per share) | $ 8.76 | $ 9.48 | $ 16.86 | |
Fair value higher range (in dollars per share) | 8.94 | 9.66 | 17.16 | |
Exercise price (in dollars per share) | $ 13.98 | $ 15.36 | $ 28.32 | |
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) | $ 26.04 | |||
Fair value higher range (in dollars per share) | 26.58 | |||
Exercise price (in dollars per share) | $ 37.98 | |||
Expected term (Year) | 1 year 3 months 18 days | 1 year 6 months | 1 year 7 months 6 days | 1 year 3 months 18 days |
Risk-free rate | 1.18% | |||
Minimum [Member] | ||||
Expected term (Year) | 1 year | 1 year | 1 year | 1 year |
Note 8 - Share-based Compensa_5
Note 8 - Share-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | ||
Outstanding, number of options (in shares) | 302,333 | ||
Outstanding, weighted average exercise price per share (in dollars per share) | $ 25.68 | ||
Outstanding, weighted average remaining contractual term (Year) | 5 years 2 months 12 days | 5 years 4 months 24 days | |
Granted, number of options (in shares) | [1] | 16,667 | |
Granted, weighted average exercise price per share (in dollars per share) | [1] | $ 3.36 | |
Granted, weighted average remaining contractual term (Year) | 9 years 10 months 24 days | ||
Exercised, number of options (in shares) | (20,666) | ||
Exercised, weighted average exercise price per share (in dollars per share) | $ 0 | ||
Forfeited, weighted average exercise price per share (in dollars per share) | $ 0 | ||
Outstanding, number of options (in shares) | 298,334 | 302,333 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 25.15 | $ 25.68 | |
Options exercisable, number of options (in shares) | 263,668 | ||
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 25.65 | ||
Options exercisable, weighted average remaining contractual term (Year) | 4 years 9 months 18 days | ||
Options exercisable, aggregate intrinsic value | $ 0 | ||
[1]On June 3, 2024, one employee of the Company was granted stock options that vest equally over four annual installments and are exercisable for ten years after the grant date. |
Note 8 - Share-based Compensa_6
Note 8 - Share-based Compensation - Unvested Balance of Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | ||
Unvested, number of unvested options (in shares) | 123,833 | ||
Unvested, weighted average exercise price per share (in dollars per share) | $ 29.72 | ||
Unvested, weighted average remaining contractual term (Year) | 8 years 2 months 12 days | 5 years 4 months 24 days | |
Granted, number of unvested options (in shares) | [1] | 16,667 | |
Granted, weighted average exercise price per share (in dollars per share) | [2] | $ 3.36 | |
Granted, weighted average remaining contractual term (Year) | 9 years 10 months 24 days | ||
Forfeited, number of unvested options (in shares) | 0 | ||
Forfeited, weighted average exercise price per share (in dollars per share) | $ 0 | ||
Vested, number of unvested options (in shares) | (105,834) | ||
Vested, weighted average exercise price per share (in dollars per share) | $ 0 | ||
Unvested, number of unvested options (in shares) | 34,666 | 123,833 | |
Unvested, weighted average exercise price per share (in dollars per share) | $ 21.34 | $ 29.72 | |
[1]On June 3, 2024, one employee of the Company was granted stock options that vest equally over four annual installments and are exercisable for ten years after the grant date.[2]On June 3, 2024, one employee of the Company was granted stock options that vest equally over four annual installments and are exercisable for ten years after the grant date. |
Note 8 - Share-based Compensa_7
Note 8 - Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Unvested, number of units (in shares) | shares | 731,538 | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 25.95 | |
Granted, number of units (in shares) | shares | 654,411 | |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.67 | |
Vested and delivered, number of units (in shares) | shares | (295,310) | |
Vested and delivered, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 10.19 | |
Withheld as treasury stock (1), number of units (in shares) | shares | 0 | [1] |
Withheld as treasury stock (1), weighted average grant-date fair value (in dollars per share) | $ / shares | $ 0 | [1] |
Vested not delivered (2), number of units (in shares) | shares | (1,487) | [2] |
Vested not delivered (2), weighted average grant-date fair value (in dollars per share) | $ / shares | $ 10.5 | [2] |
Forfeited, number of units (in shares) | shares | (95,177) | |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 14.22 | |
Unvested, number of units (in shares) | shares | (993,975) | |
Unvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 17.55 | |
[1]As discussed in Note 7, Equity, the treasury stock was related to shares withheld to cover statutory withholding taxes upon the delivery of shares following the vesting of RSUs. As of June 30, 2024, there were 768,595 outstanding shares of treasury stock.[2]Vested not delivered represents vested RSUs with delivery deferred to a future time. For the six months ended June 30, 2024, there was a net increase in the vested not delivered balance because 4,752 shares were deferred due to timing of delivery of certain shares, slightly offset by 3,265 deferred shares that were delivered. As of June 30, 2024, 291,419 outstanding RSUs were vested not delivered. |
Note 8 - Share-based Compensa_8
Note 8 - Share-based Compensation - Share-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Sales and marketing | $ 423 | $ 936 | $ 1,023 | $ 2,057 |
Share-Based Payment Arrangement, Expense | 423 | 936 | 1,023 | 2,057 |
Capitalized in intangible assets | 11 | 24 | 29 | 51 |
Total share-based compensation | 434 | 960 | 1,052 | 2,108 |
Selling and Marketing Expense [Member] | ||||
Sales and marketing | 57 | 129 | 141 | 296 |
Share-Based Payment Arrangement, Expense | 57 | 129 | 141 | 296 |
Research and Development Expense [Member] | ||||
Sales and marketing | 55 | 136 | 100 | 327 |
Share-Based Payment Arrangement, Expense | 55 | 136 | 100 | 327 |
General and Administrative Expense [Member] | ||||
Sales and marketing | 311 | 671 | 782 | 1,434 |
Share-Based Payment Arrangement, Expense | $ 311 | $ 671 | $ 782 | $ 1,434 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) | 6 Months Ended |
Jun. 30, 2024 | |
Number of Operating Segments | 2 |
Number of Reporting Units | 2 |
Number of Reportable Segments | 1 |
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ISRAEL | |
Concentration Risk, Percentage | 22% |
Note 9 - Segment Information -
Note 9 - Segment Information - Schedule of Revenue and Asset Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue | $ 58,717 | $ 82,145 | $ 124,700 | $ 159,399 | |
EBITDA | (7,811) | 9,834 | (9,193) | (18,960) | |
Depreciation and amortization | 2,567 | 3,095 | 5,138 | 5,454 | |
Total loss from operations | (10,378) | 6,739 | (14,331) | (24,414) | |
Total assets | 98,495 | 98,495 | $ 111,867 | ||
Fluent Segment [Member] | |||||
Revenue | 55,565 | 80,009 | 118,743 | 155,247 | |
EBITDA | (7,041) | 9,685 | (8,890) | (18,894) | |
Total assets | 83,680 | 83,680 | 97,629 | ||
Fluent Segment [Member] | UNITED STATES | |||||
Revenue | 34,654 | 40,200 | 74,970 | 83,108 | |
Fluent Segment [Member] | Non-US [Member] | |||||
Revenue | 20,911 | 39,809 | 43,773 | 72,139 | |
Other Operating Segment [Member] | |||||
Revenue | 3,152 | 2,136 | 5,957 | 4,152 | |
EBITDA | (770) | 149 | (303) | (66) | |
Total assets | 14,815 | 14,815 | $ 14,238 | ||
Other Operating Segment [Member] | UNITED STATES | |||||
Revenue | 3,152 | 2,136 | 5,957 | 4,152 | |
Other Operating Segment [Member] | Non-US [Member] | |||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Note 10 - Contingencies (Detail
Note 10 - Contingencies (Details Textual) - USD ($) $ in Thousands | Mar. 15, 2024 | Jul. 28, 2023 | May 31, 2023 | May 18, 2023 | Mar. 26, 2023 | Jan. 12, 2023 |
TCPA class action, Daniel Berman v. Freedom Financial Network [Member] | ||||||
Litigation Settlement, Expense | $ 250 | |||||
Loss Contingency, Damages Sought, Value | $ 9,750 | |||||
Civil Investigative Demand, Federal Trade Commission (FTC) [Member] | ||||||
Loss Contingency, Estimate of Possible Loss | $ 2,500 | $ 5,000 | ||||
Loss Contingency, Settlement Contribution [Member] | TCPA class action, Daniel Berman v. Freedom Financial Network [Member] | ||||||
Loss Contingency, Damages Awarded, Value | $ 3,100 | |||||
Loss Contingency, Execution of the Settlement Agreement [Member] | TCPA class action, Daniel Berman v. Freedom Financial Network [Member] | ||||||
Loss Contingency, Damages Paid, 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 |
Note 11 - Variable Interest E_2
Note 11 - Variable Interest Entity (Details Textual) - USD ($) $ in Thousands | May 01, 2024 | Jan. 09, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill | $ 0 | $ 1,261 | ||
TAPP LLC [Member] | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100% | |||
Business Combination, Consideration Transferred | $ 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 | |||
True North Loyalty, LLC [Member] | ||||
Subsidiary, Ownership Percentage, Parent | 100% | |||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 989 | |||
True North Loyalty, LLC [Member] | Divestiture of Interest, Consideration, Deferred Payment Forgiveness [Member] | ||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | 500 | |||
True North Loyalty, LLC [Member] | Divestiture of Interest, Consideration, Closing Net Working Capital [Member] | ||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | 168 | |||
True North Loyalty, LLC [Member] | Divestiture of Interest, Consideration, Share of Contribution Margin [Member] | ||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 321 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Aug. 19, 2024 | Aug. 18, 2024 |
SLR Credit Agreement [Member] | ||
Debt Instrument, Covenant, Difference Between Maximum Amount Raised, Value | $ 7,000,000 | |
Phillip Frost [Member] | ||
Common Stock Shares Outstanding, Percentage | 22% | |
Convertible Notes [Member] | ||
Proceeds from Convertible Debt | $ 2,050 | |
Debt Instrument, Interest Rate, Stated Percentage | 13% | |
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 3.01 | |
Common Stock Shares Outstanding, Percentage | 19.99% | |
Convertible Notes [Member] | Minimum [Member] | ||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 1 |