0001437749-24-010639 | 10-K | XBRL Viewer

Note 10 - Common Stock, Treasury Stock and Warrants

12 Months Ended

Dec. 31, 2023

10. Common stock, treasury stock and warrants

Common stock

As of December 31, 2023 and 2022 the number of issued shares of common stock was 85,917,891 and 84,385,458, respectively, which included shares of treasury stock of 4,611,569 and 4,300,152, respectively.

For the year ended December 31, 2023, the change in the number of issued shares of common stock comprised the following issuances:

•

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, the change in the number of issued shares of common stock comprised the following issuances:

•

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 and 2022, the Company held 4,611,569 and 4,300,152 shares in treasury, with a cost of $11,407 and $11,171, respectively. The Company's share-based incentive plans allow employees the option to either make cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock may be taken into treasury stock by the Company or sold on the open market.

For the year ended December 31, 2023 and 2022, 311,417 and 208,329 shares, respectively, were withheld to cover withholding taxes owed by certain employees, all of which were taken into treasury stock.

Warrants

As of December 31, 2023 and 2022, the warrants to purchase an aggregate of 0 and 0 shares of common stock were outstanding, respectively. On May 22, 2022, the warrants to purchase an aggregate of 833,333 shares of common stock at prices ranging from $3.75 to $6.00 per share expired unexercised.

Preferred stock

As of December 31, 2023 and 2022, the Company had 10 million shares of blank-check preferred stock with par value of $0.0001 per share authorized. No shares of preferred stock have been issued or are outstanding.

- Definition

The entire disclosure for equity.

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+ Details

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	27.00%
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	18.00%

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 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

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

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

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 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

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							50.00%
True North Loyalty, Llc [Member]
Business Acquisition, Percentage of Voting Interests Acquired						100.00%

Note 11 - Share-based Compensation

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11. Share-based compensation

On June 8, 2022, the stockholders of the Company approved the Fluent, Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan") that authorized for issuance 15,422,523 shares of the Company's common stock, which became effective on August 10, 2022 ("Effective Date"). With the 2022 Plan, no further awards are available to be issued under the 2018 Stock Incentive Plan (the "Prior Plan"), but all awards under the Prior Plans that are outstanding as of the Effective Date will continue to be governed by the terms, conditions and procedures set forth in the Prior Plans and any applicable award agreement. As of December 31, 2023, the Company had 6,882,861 shares of common stock available for grants pursuant to the 2022 Plan, which included 1,282,176 shares of common stock previously available for issuance under the Fluent Inc. 2018 Stock Incentive Plan (the "Prior Plan").

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, the Company issued to certain of its senior officers and employees, restricted stock units ("RSUs") (time-based), long-term incentive grants (performance and time-based vesting RSUs), or performance stock units ("PSUs") (on achievement of targets, a cash payout) under the 2022 Plan.

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, and March 1, 2021, respectively, under the 2018 Plan. Subject to continuing service, 50% of the shares subject to these stock options will vest if the Company's stock price remains above 125%, 133.33%, 133.3% and 133.33%, respectively, of the exercise prices for twenty consecutive trading days, and the remaining 50% of the shares subject to these stock options will vest if the Company's stock price remains above 156.25%, 177.78%, 177.78% and 177.78%, respectively, of the exercise prices for twenty consecutive trading days; provided, that no shares will vest prior to the first anniversary of the grant date. As of December 31, 2023, the first condition for the stock options issued on February 1, 2019, December 20, 2019 and March 1, 2020 had been met and the second condition for the stock options issued on December 20, 2019 and March 1, 2020 had been met. Any shares that remain unvested as of the fifth anniversary of the grant date will vest in full on such date. The fair value of the stock options granted was estimated at the trading day before the date of grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:

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 and 2022, the activity related to stock options consisted of the following:

	*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 and 2022, the unvested balance of stock options was as follows:

	*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 and 2022, compensation expense recognized for stock options of $0 and $125, respectively was recognized in sales and marketing, product development and general and administrative expenses in the consolidated statement of operations. As of December 31, 2023, there was $0 of unrecognized share-based compensation with respect to outstanding stock options.

Restricted stock units and restricted stock

For the years ended December 31, 2023 and 2022, details of unvested restricted stock units ("RSUs") and restricted stock activity were as follows:

				*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, 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.

For the years ended December 31, 2023 and 2022, the Company recognized compensation expense for RSUs of $3,903 and $3,989, respectively, in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets in the consolidated balance sheets. As of December 31, 2023, there was $3,048 of unrecognized share-based compensation with respect to outstanding RSUs and restricted stock. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant.

As of December 31, 2023, unrecognized share-based compensation expense associated with the granted RSUs, restricted stock and stock options is $3,048, which is expected to be recognized over a weighted average period of 1.2 years. For the years ended December 31, 2023 and 2022, share-based compensation for the Company’s equity awards were allocated to the following lines in the consolidated financial statements:

	*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, the Company recorded a liability of $53 related to PSUs that are to be settled in cash.

401(k) Profit Sharing Plan and Trust Plan

The Company maintains a 401(k) Profit Sharing Plan and Trust ("Plan") covering all U.S. employees. Under the Plan, the Company makes a safe harbor matching contribution equal to 100% of an employee’s salary deferrals that do not exceed 3% of the employee’s compensation plus 50% of the employee’s salary deferrals between 3% and 5% of such employee’s compensation. This safe harbor matching contribution is 100% vested. During 2023, we made matching contributions to the Plan of $1,034. During 2022, we made matching contributions to the Plan of $916.

The Company also has a discretion to award eligible employees under the Plan, profit sharing contributions

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)

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 Compensation - Key Assumptions (Details) - $ / shares	Mar. 01, 2021	Mar. 01, 2020	Dec. 20, 2019	Feb. 01, 2019
Fair value lower range (in dollars per share)		$ 1,460	$ 1,580	$ 2,810
Fair value higher range (in dollars per share)		1,490	1,610	2,860
Exercise price (in dollars per share)		$ 2,330	$ 2,560	$ 4,720
Expected volatility	80.00%	70.00%	70.00%	65.00%
Risk-free rate		1.05%	1.85%	2.61%
Maximum [Member]
Fair value lower range (in dollars per share)	$ 4,340
Fair value higher range (in dollars per share)	4,430
Exercise price (in dollars per share)	$ 6,330
Expected term (Year)	1 year 3 months 18 days	1 year 6 months	1 year 7 months 6 days	1 year 3 months 18 days
Risk-free rate	1.18%
Minimum [Member]
Expected term (Year)	1 year	1 year	1 year	1 year

Note 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 and organization

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, direct marketers, and agencies across a wide range of industries, including Media & Entertainment, Financial Products & Services, Health & Life Sciences, Retail & Consumer, and Staffing & Recruitment.

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	32.00%	20.00%				5.00%
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	29.00%
Goodwill	$ 3,497					$ 27,469

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

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 1 - Principal Activities and Organization (Details Textual)	12 Months Ended
	Dec. 31, 2023
Number of Consumer Brands	500

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 - 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	5.00%
Weighted average discount rate, finance lease	5.00%

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	5.00%
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			0.00%
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

Note 16 - Subsequent Events

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

16. Subsequent Events

On April 2, 2024, Fluent, LLC entered into a credit agreement (the "SLR Credit Agreement") by and among Fluent, LLC, as Borrower, Fluent, Inc. and certain subsidiaries of the Borrower as guarantors, Crystal Financial LLC D/B/A SLR Credit Solutions, as administrative agent, lead arranger and bookrunner ("SLR"), and the lenders from time to time party thereto. The SLR Credit Agreement provides for a $20,000 term loan (the "Term Loan") and a revolving credit facility of up to $30,000 (the "Revolving Facility" and, together with the Term Loan, the "SLR Credit Facility"). As of April 2, 2024, the SLR Credit Facility has an outstanding principal balance of $32,700 and will mature on April 2, 2029 (the "Maturity Date").

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 (See Note 8, Long-term debt, net). During the first quarter 2024, the Company expects to recognize an estimated debt extinguishment loss of $1,100 related to early repayment of the Credit Agreement.

The Company may voluntarily prepay the Term Loan, in whole or in part, at any time, subject to a premium payable on the aggregate principal amount of any such voluntary prepayments within the first three years following the closing date. There is no principal amortization prior to maturity under the SLR Credit Agreement, except for certain mandatory prepayments to be made with the net cash proceeds of certain asset sales, casualty events, and other extraordinary receipts and upon the occurrence of certain other events, in each case, subject to certain reinvestment rights, thresholds and other exceptions. Unfunded commitments under the Revolving Facility will be subject to an unused facility fee, which will be payable monthly in arrears, as of the month following the closing, at a rate of 0.50% per annum. All amounts owed under the Credit Facilities will be due and payable on the Maturity Date, or earlier following a change in control or other event of default, unless otherwise extended in accordance with the terms of the SLR Credit Agreement. Borrowings under the SLR Credit Agreement bear interest at a rate per annum equal to a 3-month term SOFR plus 0.26161%, subject to a 1.50% floor, plus 5.25% (the "Applicable Margin"). The Applicable Margin will be reduced to 5.0% when our fixed charge coverage ratio is greater than 1.10 to 1. The anticipated opening interest rate of the SLR Credit Facility is 10.81% (SOFR + CSA + 5.25%).

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.

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2. Summary of significant accounting policies

(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 enter into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may qualify as a variable interest entity ("VIE"). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. 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.

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 months or less, which are unrestricted as to withdrawal and use.

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 and 2022, cash and cash equivalents were available for use in servicing the Company's debt obligations and general operating purposes.

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 maintain balances in such institutions in excess of the $250 thousand U.S. Federal Deposit Insurance Corporation insurance limit. The Company monitors the credit ratings of its financial institutions to mitigate this risk.

(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 yet collected. None of the Company’s accounts receivable bear interest.

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 have off-balance sheet credit exposure related to its customers.

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, by allocating the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and estimated fair values of intangible assets acquired. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired intangible assets, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to acquired assets and assumed liabilities, with corresponding offsets to goodwill. Upon the conclusion of a measurement period, any subsequent adjustments are recorded to earnings.

(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, the Company capitalizes eligible costs, including applicable salaries and benefits, share-based compensation, travel, and other direct costs of developing internal-use software that are incurred in the application development stage. Once the internal-use software is ready for its intended use, it is amortized on a straight-line basis over its useful life.

Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. In evaluating intangible assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with ASC 360-10-15. To the extent that estimated future undiscounted net cash flows are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value.

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, the Company determined the value of intangible assets was recoverable except for certain internally developed software costs, as discussed in Note 6, Intangible assets, net. As of December 31, 2023 and 2022, the Company reviewed the indicators for impairment and concluded that no impairment of its finite-lived intangible assets existed.

(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 and 2022, the goodwill balance relates to the acquisition of Fluent LLC Acquisition, the Q Interactive Acquisition, the AdParlor Acquisition, the Winopoly Acquisition, and the True North Loyalty Acquisition (as defined in Note 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 be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. For purposes of reviewing impairment and the recoverability of goodwill, we make certain assumptions regarding estimated future cash flows and other factors in determining the fair values, including market multiples and discount rates, among others. Goodwill is tested for impairment at the reporting unit level and is conducted by estimating and comparing the fair value of each of the Company’s reporting units to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the Company recognizes an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit.

(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 describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

	•	Level 1 – defined as observable inputs, such as quoted prices in active markets;

	•	Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

	•	Level 3 – defined as unobservable inputs, for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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, the Company regards the fair value of its long-term debt to approximate its carrying value. This fair value assessment represents a Level 2 measurement. See Note 8, Long-term debt, net.

The fair value of certain long-lived non-financial assets and liabilities may be required to be measured on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. As of December 31, 2023, certain non-financial assets have been measured at fair value subsequent to their initial recognition. The Company determined the estimated fair value to be Level 3, as certain inputs used to determine fair value are unobservable, see Note 7, Goodwill, for further discussion of the impairment charge.

(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 collective group, rather than by individual contract. Based on historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company concluded that the financial statement effects are not materially different than accounting for revenue on a contract-by-contract basis.

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 as the measure for revenue to be recognized, as it corresponds directly with the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's revenue arrangements do not contain significant financing components. The Company has further concluded that revenue does not require disaggregation.

For each identified performance obligation in a contract with a customer, the Company assesses whether it or the third-party supplier is the principal or agent. In arrangements where Fluent has substantive control of the specified goods and services, is primarily responsible for the integration of products and services into the final deliverable to the customer, has inventory risk and discretion in establishing pricing, Fluent is considered to have acted as the principal. For performance obligations in which Fluent also acts as principal, the Company records the gross amount billed to the customer within revenue and the related incremental direct costs incurred as cost of revenue. If the third-party supplier, rather than Fluent, is primarily responsible for the performance and deliverable to the customer, and Fluent solely arranges for the third-party supplier to provide services to the customer, Fluent is considered to have acted as the agent. For performance obligations for which Fluent so acts as the agent, the net fees on such transactions are recorded as revenue, with no associated costs of revenue for the Company.

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 and 2022, the balance of deferred revenue was $430 and $1,014, respectively. The majority of the deferred revenue balance as of December 31, 2023 will be recognized into revenue during the first quarter of 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 and 2022, unbilled revenue included in accounts receivable was $21,488 and $26,878, respectively. In line with industry practice, the unbilled revenue balance is recorded based on the Company's internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue have not differed materially from actual invoiced revenue.

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 disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

(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-party intermediaries, such as advertising exchanges, and technology costs that enable media acquisition. The costs also include enablement costs associated with call centers and tracking costs for consumer data. These costs are used primarily to drive user traffic to the Company's and its clients' media properties. Cost of revenue additionally consists of indirect costs such as call center software, hosting, and fulfillment costs. Cost of revenue is presented exclusive of depreciation and amortization expenses.

(l) Advertising costs

Advertising costs are charged to operations as incurred. For the years ended December 31, 2023 and 2022, advertising costs, included in sales and marketing expenses, were $860 and $1,067, respectively.

(m) Share-based compensation

The Company accounts for share-based compensation in accordance with ASC 718, Compensation - Stock Compensation ("ASC 718"). Under ASC 718, for awards with time-based conditions, the Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award and generally recognizes such costs on a straight-line basis over the period the recipient is required to provide service in exchange for the award, which generally is the vesting period. For equity awards with market conditions, the Company recognizes costs on a straight-line basis, regardless of whether the market conditions are achieved and the awards ultimately vest. For equity awards with performance conditions, the Company begins recording share-based compensation when achievement of the performance criteria is probable using grant date fair value. For equity based awards settled in cash, we record the share-based compensation when achievement of the performance criteria is deemed probable adjusted for fair value at each reporting period. The Company recognizes forfeitures as they occur.

(n) Income taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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 that some portion or all of the deferred tax assets will not be realized based on management's review of historical results and forecasts.

ASC 740 clarifies the accounting for uncertain tax positions. This interpretation requires that an entity recognizes in its financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s accounting policy is to accrue interest and penalties related to uncertain tax positions, if and when required, as interest expense and a component of other expenses, respectively, in the consolidated statements of operations.

(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 delivered. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and is calculated using the treasury stock method for stock options and unvested shares. Common equivalent shares are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

(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 operating segments and two corresponding reporting units, "Fluent" and "All Other," and one reportable segment. "All Other" represents the operating results of AdParlor, a digital advertising solution for social media buying 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 listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company's Consolidated Financial Statements.

In January 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, and additional changes, modifications, clarifications, or interpretations thereafter, which require a reporting entity to estimate credit losses on certain types of financial instruments, and present assets held at amortized cost and available-for-sale debt securities at the amount expected to be collected. The new guidance was effective for annual and interim periods beginning after December 15, 2022, and early adoption was permitted. The Company completed its assessment of the new guidance and determined it had no material impact on its consolidated financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiatives, which incorporates updates to the Codification to align with SEC Disclosure requirements in response to the August 2018 SEC Release No. 33-10532. The amendment updates and simplifies certain SEC disclosure requirements that were duplicative, overlapping, or outdated due to changes in other SEC requirements and in U.S. GAAP, International Financial Reporting Standards (“IFRS”), or the overall financial reporting environment. The new guidance is effective for each amendment only if the SEC removes the related disclosure of presentation requirements from its existing regulations by June 30, 2027. The guidance is to be applied prospectively, with early adoption prohibited. The Company is currently evaluating the impact of adopting the ASU on our consolidated financial statements and disclosures

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and an explanation of any additional measures the CODM uses in deciding how to allocate resources. The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The guidance is to be applied on a retrospective basis, with such disclosures to be made in regard to all prior periods presented in the financial statements. The Company completed its assessment and concluded this update had no material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 470): Improvements to Income Tax Disclosures, which are designed to increase the transparency and decision-usefulness of income tax disclosures for financial statement users. The ASU follows investors indication and request for enhanced tax disclosures in order to better assess an entity’s operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, and early adoption is permitted. The guidance is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

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

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

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

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 5 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Depreciation	$ 398	$ 491

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		0.00%
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 15 - Contingencies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

15. Contingencies

Except as disclosed below, the Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of management, is likely to have a material adverse effect on the business, financial condition, results of operations or cash flows. Legal fees associated with such legal proceedings are expensed as incurred. The Company reviews legal proceedings and claims on an ongoing basis and follows the appropriate accounting guidance, including ASC 450, when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the consolidated financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated.

In addition, the Company may be involved in litigation from time to time in the ordinary course of business. It is the opinion of the Company's management that the ultimate resolution of any such matters currently pending will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. However, the results of such matters cannot be predicted with certainty and there can be no assurance that the ultimate resolution of any legal or administrative proceeding or dispute will not have a material adverse effect on the Company's business, financial condition, results 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, the Company reached a settlement for $1,700 with the New York State Department of Taxation and Finance (the "Tax Department") following a sales and use tax audit covering the period from December 1, 2010 to November 30, 2019. The Tax Department had asserted that revenue derived from certain of the Company’s customer acquisition and list management services were subject to sales tax, as a result of being deemed taxable information services. The settlement amount was paid on April 1, 2022. Since March 1, 2022, the Company has been collecting and remitting New York sales tax on certain types of revenue from New York-based clients.

On January 28, 2020, Fluent received a Civil Investigative Demand from the Federal Trade Commission (the "FTC") regarding compliance with the FTC Act and Telemarketing Sales Rule. On October 18, 2022, the FTC staff sent the Company a draft complaint and proposed consent order seeking injunctive relief and a civil monetary penalty. On January 12, 2023, the Company made an initial proposal of $5,000 for the civil monetary penalty contingent on successful negotiation of the remaining outstanding terms. The Company accrued the same amount for the year ending December 31, 2022. On May 26, 2023, Fluent agreed to the terms of a Stipulated Order for Permanent Injunction, Monetary Judgment, Civil Penalty Judgment, and Other Relief (the "FTC Consent Order"). The FTC Consent Order imposed a civil penalty of $2,500, required additional changes to the Company’s employment opportunities marketplace and programmatic advertising business, and resulted in the implementation of compliance measures across the business. On July 17, 2023, the FTC filed its Complaint for Civil Penalties, Permanent Injunction, Monetary Relief, and Other Relief and, together with Fluent, filed a Joint Motion for Entry of Proposed Stipulated Order in the United States District Court for the Southern District of Florida. The FTC Consent Order was entered by the Court on August 11, 2023, and the escrow funds were released on August 15, 2023. The Company maintains insurance policies that cover certain legal costs, which include those incurred related to the FTC investigation. As of December 31, 2023, the Company had recognized $6,162 as contra-expense to general and administrative expenses with a small remaining current asset related to these insurance policies.

On October 6, 2020, the Company received notice from the Pennsylvania Office of the Attorney General ("PAAG") that it was reviewing the Company’s business practices relating to telemarketing. After the Company and the PAAG were unable to reach agreement on a proposed Assurance of Voluntary Compliance, the Commonwealth of Pennsylvania filed a complaint for permanent injunction, civil penalties, and other relief in the United States District Court for the Western District of Pennsylvania on November 2, 2022. On May 18, 2023, the parties entered into a settlement and jointly filed a Consent Petition of Final Decree, wherein the Company agreed to injunctive relief and to pay the PAAG $250 for investigatory costs, all of which was paid as of June 30, 2023.

The Company has been involved in a Telephone Consumer Protection Act class action, Daniel Berman v. Freedom Financial Network, which was originally filed in the Northern District of California in 2018. On May 31, 2023, the parties entered into an Amended Class Action Settlement Agreement (the "Berman Settlement Agreement"), which includes injunctive provisions and payment to plaintiffs of $9,750 for legal fees and a consumer redress fund. On July 28, 2023, the Court preliminarily approved the Berman Settlement Agreement, and the Company contributed $3,100, payable following the final approval of the settlement. The final approval of the Berman Settlement Agreement was filed on February 23, 2024, with payment required by March 15, 2024. The Company’s contribution amounts were accrued as of December 31, 2022, which includes $1,100 in cash and $2,000 pursuant to an interest-bearing note with a two-year term provided by co-defendant, Freedom Financial Network.

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					100.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent					3.00%
Defined Contribution Plan, Employer Matching Contribution, Additional Percent of Match					50.00%
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage					100.00%
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					3.00%
The 401(k) Profit Sharing Plan and Trust [Member] \| Maximum [Member]
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent					5.00%
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				50.00%
The 2018 Stock Incentive Plan [Member] \| Share-Based Payment Arrangement, Tranche One [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent	133.33%	133.30%	133.33%	125.00%
The 2018 Stock Incentive Plan [Member] \| Vesting if Stock Price is Above 156 point 25 Percent of Exercise Price For 20 Consecutive Days [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				50.00%
The 2018 Stock Incentive Plan [Member] \| Share-Based Payment Arrangement, Tranche Two [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent	177.78%	177.78%	177.78%	156.25%

Item 1C - Cybersecurity

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Cybersecurity [Text Block]

Item 1C. Cybersecurity.

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 review annually and use the results of existing cyber risks to prioritize projects designed to address these gaps and create a go-forward strategy. Our internal and external auditors review our IT and cybersecurity controls annually for design and operating effectiveness.

Governance

Our Cybersecurity Program is governed by the Company's IT and Legal and Compliance teams. Our Chief Technology Officer ("CTO") has over 20 years of experience in marketing technology and analytics. Our Vice President of IT Governance, Risk and Compliance ("VP of IT") has over 20 years of experience in IT internal and external audits, IT consulting, and governance, risk, and compliance. Our General Counsels regularly coordinates with the IT team on data security and compliance issues. The CTO and General Counsels report directly to the Chief Executive Officer ("CEO"), so any material issues are raised to CEO, and a status of key cybersecurity projects and any material breaches is provided quarterly to the Board's Audit Committee, which includes both an internal and external audit.

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 experience a material cybersecurity incident during the year ended December 31, 2023, the scope and impact of any future incident cannot be predicted. Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on our business, results of operations, or financial condition. See Item 1A. "Risk Factors" for more information on our cybersecurity-related risks.

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

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 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 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 3 - Income (Loss) Per Share

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

3. Income (loss) per share

For the years ended December 31, 2023 and 2022 basic and diluted income (loss) per share was as follows:

	*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 and 2022, certain stock equivalents, including restricted stock units and stock options, have been excluded from the diluted weighted average share calculations due to their anti-dilutive nature.

	*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 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 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

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Section 55
-Paragraph 24
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

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 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 9 - Income Taxes

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

9. Income taxes

The Company is subject to federal and state income taxes in the United States. For the years ended December 31, 2023 and 2022, the provision for income taxes on income (loss) from operations consisted of the following:

	*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 and 2022, the provision for income taxes differs from the amounts computed by applying the applicable federal statutory rates as follows:

	*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, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement increases the Company's deferred tax assets before valuation allowance and cash taxes payable.

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 and 2022, the significant components of deferred tax assets and (liabilities) consist of the following:

(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, the Company has state net operating loss carryforwards of $24,216, which begin to expire in 2030.

As of December 31, 2023 and 2022, the Company recorded a full valuation allowance against its net deferred tax assets of $14,568 and $11,171, respectively, which is driven by the movement in the net deferred tax assets. For the year ended December 31, 2023, the movement in the net deferred tax assets are primarily a result of the capitalized research and experimental expenditures, an increase in the tax basis of amortizable intangibles, and utilization of federal and state net operating losses. The Company intends to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the release of all or some portion of these allowances. Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release may be recorded, however, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

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 through 2022, including the following major jurisdictions: U.S. Federal, New York State, and New York City. Due to utilization of net operating losses in subsequent periods with open statutes, tax years 2015 and forward remain open to examination by Federal taxing authorities until the statute is closed on the tax year in which the net operating loss was utilized.

For the years ended December 31, 2023 and 2022, reconciliation of the gross amounts of unrecognized tax benefits, excluding accrued interest and penalties, consists of the following:

	*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 months due to the closing of the statute of limitations.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

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)

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

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

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	21.00%	21.00%
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%	0.00%
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 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 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 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

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	*Item 9B.* Other Information.** Not applicable.
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 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 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 13 - Business Acquisition

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Business Combination Disclosure [Text Block]

13. Business acquisition

True North Acquisition

On January 1, 2022, the Company acquired a 100% membership interest in True North Loyalty, LLC for a deemed purchase price of $2,321, which consisted of (i) $1,000 in cash at closing, (ii) $860 of deferred payments due at both the first and second anniversary of the closing date adjusted for net working capital, and (iii) contingent consideration with a fair value at the closing date of $250, payable in common stock based upon the achievement of specified revenue targets over the five-year period following the completion of the acquisition. The Company also issued 100,000 shares of fully-vested stock under the Prior Plan to the sellers valued at $211. Certain seller parties entered into employment and non-competition agreements with the Company in connection with the True North Acquisition. True North Loyalty, LLC is a subscription-based business that utilizes call center operations and other media channels to market recurring revenue services to consumers. In accordance with ASC 805, the Company determined that the True North Acquisition constituted the purchase of a business.

Since January 1, 2022, the Company has used the excess earnings method, a variation of the income approach, to amortize: (i) the fair value of the acquired customer relationships related to subscribers of $170 over a one-year period and (ii) the fair value of the acquired customer relationships related to call centers of $1,180, over a five-year period. The amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill in the amount of $1,092 and primarily relates to intangible assets that do not qualify for separate recognition, including assembled workforce and synergies. For tax purposes, the goodwill is not deductible.

Note 12 - Segment Information

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

12. Segment information

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, the Company has two operating segments and two corresponding reporting units, "Fluent" and "All Other," and one reportable segment. "All Other" represents operating results of AdParlor, LLC and is included for purposes of reconciliation of the respective balances below to the consolidated financial statements. "Fluent," for the purposes of segment reporting, represents the consolidated operating results of the Company excluding "All Other."

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, long-lived assets are all located in the United States.

For the year ended December 31, 2023, the Company identified an international customer within the Fluent segment with revenue in the amount of $54,080 that represents 18% of consolidated revenue. In addition, 27% of the Company’s revenue is earned from customers located in Israel.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

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	100.00%
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 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.

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

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

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	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

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

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

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

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

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 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 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	100.00%
Business Combination, Consideration Transferred, Total	$ 2,321
Payments to Acquire Businesses, Gross	1,000
Business Combination, Consideration Transferred, Deferred Payment, Year One	860
Business Combination, 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 4 - Lease Commitments

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

4. Lease commitments

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 year are recognized on the consolidated balance sheets as Operating lease right-of-use assets, Current portion of operating lease liability, and Operating lease liability, net. Financing leases with terms greater than one year are recognized on the consolidated balance sheets as Property and equipment, net, Accrued expenses and other current liabilities, and Other non-current liabilities. The Company has elected not to recognize leases with terms of one year or less on the consolidated balance sheets.

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 readily determinable, the Company utilizes an appropriate incremental borrowing rate, which is the rate incurred to borrow an amount equal to the applicable lease payments on a collateralized basis, over a similar term, and in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. The components of a lease are split into three categories: lease components, non-lease components and non-components; however, the Company has elected to combine lease and non-lease components into a single component. Rent expense associated with operating leases is recognized over the expected term on a straight-line basis. In connection with financing leases, depreciation of the underlying asset is recognized over the expected term on a straight-line basis and interest expense is recognized as incurred.

The Company is party to several noncancelable operating and financing lease agreements that have original lease periods expiring between 2024 and 2025. Although certain leases include options to renew, the Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The Company's lease agreements do not contain any material residual value guarantees, nor material restrictive covenants. Effective October 10, 2018, the Company entered into a seven-year operating lease agreement for approximately 42,685 square feet of office space in New York City. In connection with this lease agreement, the Company maintains a letter of credit of $1,480 as of 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 and 2022, the components of lease costs are as follows:

	*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 and 2022, the weighted average lease-term and discount rate of the Company's leases are as follows:

	*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, scheduled future maturities of the Company's lease liabilities are as follows:

(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 and 2022, supplemental cash flow information related to leases is as follows:

	*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 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

- Definition

+ References + Details

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 8 - Long-term Debt, Net

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

8. Long-term debt, net

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 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

Credit Facility

On March 31, 2021, Fluent, LLC (the "Borrower") entered into a credit agreement (as amended, modified, extended, restated, replaced, or supplemented from time to time, the "Credit Agreement") with certain subsidiaries of the Borrower as guarantors, the lenders thereto, and Citizens Bank, N.A. ("Citizens Bank") as administrative agent, lead arranger and bookrunner. The original Credit Agreement provided for a term loan in the aggregate principal amount of $50,000 funded on the Closing Date (the "Term Loan"), along with an undrawn revolving credit facility of up to $15,000 (the "Revolving Loans," and together with the Term Loan, the "Credit Facility").

On May 15, 2023, the Borrower and Citizens Bank entered into a third amendment to the Credit Agreement, which amended certain provisions by adding an additional tier of applicable margin to the selected rates and providing for additional notice of certain material events and, for the remaining fiscal quarters of 2023, established the following, in each case pursuant to the terms and conditions under the Credit Agreement: (i) adjustments to the pricing floor and certain EBITDA add-backs; (ii) monthly financial reporting requirements; (iii) additional financial covenant testing conditions on Fluent’s ability to draw on the Revolving Loans; (iv) additional tiers to certain financial covenants and added a minimum cash liquidity financial covenant; (v) additional restrictions on the ability to (a) make loans and advances to officers, directors and employees; (b) invest in certain subsidiaries and joint ventures; and (c) make additional loans, investments or permitted acquisitions; and (vi) additional unrestricted cash requirements before the Company is permitted to pay dividends, make distributions or redeem, or repurchase equity interests.

On August 21, 2023, the Borrower and Citizens Bank entered into a fourth amendment to the Credit Agreement (the "Fourth Amendment"), which (i) adjusted certain financial covenants for the remaining fiscal quarters of 2023, including prohibiting the Company from drawing on the Revolving Loans until the issuance of the December 31, 2023 annual financial statements, (ii) temporarily adjusted interest rates, (iii) permitted Citizens Bank to retain a business consultant at the Borrower's expense to advise on the credit parties’ financial and operating performance; (iv) required weekly liquidity reports to Citizens Bank, and (v) required a $5,000 prepayment of the Term Loan and a reduction in the maximum amount of the Revolving Loans by the same amount to $10,000. The $5,000 prepayment amount was paid as of September 30, 2023. In evaluating the amendments under ASC 470-50, Debt- Modifications and Extinguishments, the Company determined that the amendment should be treated as a debt modification with no gain or loss recognized.

On November 15, 2023, the Borrower and Citizens Bank entered into a Temporary Waiver Under Credit Agreement, pursuant to which Citizens Bank agreed to waive through the termination date its rights and remedies arising from the Company’s breach of the total leverage ratio covenant during the quarter ending September 30, 2023. The Initial Waiver also added new reporting requirements, temporarily increased the applicable margin, and extended the term of the business consultant through January 15, 2024. The Borrower was required to provide a 2024 budget that has been reviewed by the business consultant. On January 17, 2024 the Initial Waiver termination date was extended until January 26, 2024.

On January 26, 2024, the Borrower and Citizens Bank entered into a Third Temporary Waiver and Amendment to Credit agreement (the "Third Waiver"), pursuant to which Citizens Bank agreed to waive through the earlier of April 30, 2024, an occurrence of any other event of default, or failure to comply with requirements of the Third Waiver and its rights and remedies arising from the Company’s breach of the total leverage covenant and fixed charge ratio during the quarters ending December 31, 2023 and March 31, 2024. Among other things, the Third Waiver required the Borrower to, by March 31, 2024, deliver one or more Transaction Commitments, defined as: (i) a third-party commitment to provide additional capital in exchange for equity or subordinated debt, (ii) a purchase agreement for the sale of a divested business, or (iii) a third-party commitment to refinance the Credit Agreement. One condition of the Transaction Commitments was that they had to, in the aggregate, provide for net proceeds to Fluent of not less than $10,000.

All obligations under the Credit Agreement have been accelerated to mature on September 30, 2025 from the initial March 30, 2026, and interest is payable monthly. Scheduled principal amortization of the Term Loan is $1,250 per quarter, which commenced with the fiscal quarter ended June 30, 2021. At December 31, 2023, the Company was in compliance with all of the financial covenants under the Credit Agreement, except for the total leverage ratio and fixed charge ratio covenants. As discussed above, these covenant breaches were waived through the termination date by the Waiver.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to the benchmark selected by the Borrower, which may be based on the Alternative Base Rate, LIBOR rate (subject to a floor of 0.25%) prior to the election as of December 31, 2023 or Term Secured Overnight Financing Rate ("SOFR") (subject to a floor of 0.00%) subsequent to the election, plus a margin applicable to the selected benchmark. The applicable margin is between 0.75% and 1.75% for borrowings based on the Alternative Base Rate and 1.75% and 2.75% for borrowings based on LIBOR and Term SOFR, depending upon the Borrower's Total Leverage Ratio. The opening interest rate of the Credit Facility was 2.50% (LIBOR + 2.25%), which increased to 8.96% (Term SOFR + 0.1% + 3.50%) as of 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 longer prohibited by the Fourth Amendment or a later amendment).

Maturities

As of December 31, 2023, scheduled future maturities of the Credit Agreement, including the required principal prepayment based on a portion of the Company's quarterly excess cash flow and excluding potential future additional principal prepayments, are as follows:

(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, the fair value of long-term debt is considered to approximate its carrying value. The fair value assessment represents a Level 2 measurement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ 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 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 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 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 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

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 and 2022, depreciation of property and equipment was $398 and $491, respectively.

Note 6 - Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

6. Intangible assets, net

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 (the "Fluent LLC Acquisition"); the acquisition of Q Interactive, LLC, effective June 8, 2016 (the "Q Interactive Acquisition"); the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective July 1, 2019 (the "AdParlor Acquisition"); the acquisition of 50% interest in Winopoly, LLC (the "Initial Winopoly Acquisition"), effective April 1, 2020; the acquisition of 100% interest in True North Loyalty, LLC, (the "True North Acquisition"), effective January 1, 2022 (Note 13, Business acquisitions); and the consolidation of TAPP Influencers Corp. ("TAPP") effective January 9, 2023 (see Note 14, Variable Interest Entity).

During the three months ended June 30, 2023, the Company determined that the effects of the recently imposed regulatory requirements on the Company constituted a triggering event. The Company also then determined that the decline in the market value of its publicly traded stock, which resulted in a corresponding decline in its market capitalization, along with the operating results for the three months ended September 30, 2023, also constituted a triggering event. The Company conducted an interim test of the recoverability of its long-lived assets, which compared projected undiscounted cash flows to the carrying value of the asset group. The results of this approach indicated that its long-lived assets were not impaired as of June 30, 2023 or September 30, 2023. The Company believes that the assumptions utilized in the impairment tests, including the estimation of future cash flows, were reasonable. Future tests may indicate impairment if actual future cash flows or other factors considered differ from the assumptions used in the prior interim impairment tests. The Company then determined that no additional triggering events had occurred during the remainder of 2023 requiring further impairment assessments for its long-lived assets.

For the years ended December 31, 2023 and 2022, amortization expenses related to intangible assets, and included in depreciation and amortization expenses in the Company's consolidated statements of operations, were $10,478 and $12,723, respectively.

For the years ended December 31, 2023 and 2022, the Company capitalized $5,932 and $4,480, respectively, most of which was related to internally developed software, and wrote off $0 and $186, respectively, due to abandonment of certain internally developed software whose net carrying values were not recoverable.

As of December 31, 2023, estimated amortization expenses related to the Company’s intangible assets for 2024 through 2029 and thereafter are as follows:

(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 14 - Variable Interest Entity

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Variable Interest Entity Disclosure [Text Block]

14. Variable Interest Entity

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, the Company entered into employment agreements with certain key employees of TAPP, an influencer-based business, which uses as an application to utilize its relationship with influencers to bring consumers to advertising clients. The Company is also a customer of TAPP and accounts for the majority of TAPP’s revenues. By virtue of TAPP’s key employees being employed by the Company and the significance of the Company to TAPP’s financial performance, the Company determined that TAPP qualified as a VIE in which the Company had a variable interest and that the Company is the primary beneficiary as a result of its significant influence and control over certain activities that most significantly impact its economic performance. As a result, the Company consolidates the TAPP operations. As the Company does not have an equity interest, 100% of the net assets and results of the operations of TAPP are attributable to non-controlling interests.

As the Company gained control of TAPP, in accordance with ASC 805, Business Combinations, it was then determined that TAPP constituted a business. The deemed fair value of the consideration was $4,165, which consisted of $1,250 of initial cash and $2,915 which was contingent based upon achievement of specified revenue and media margin targets over three years. The fair value of assets acquired, which excluded the immaterial net-working capital, were determined to be the publisher contracts of $1,100, which were valued using the 'with or without' method, a variation of the income approach, to be amortized over a period of one year and industry-based trade secrets of $1,510, which were valued using the excess earnings method, a variation of the income approach, to be amortized over a period of four years. The amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill in the amount of 1,555 and primarily represents workforce and expected cash flow generation for the TAPP business that does not qualify for separate recognition as intangible assets included within the Fluent operating segment. For tax purposes, the value of the acquisition payments is treated as ordinary compensation for services rendered, deductible when paid and included in the employees’ wages. At and for the year ended December 31, 2023, the assets and revenues of TAPP totaled a de minimis percentage of the Company’s total assets and revenue.

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 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

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

(a) Basis of preparation

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

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 months or less, which are unrestricted as to withdrawal and use.

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 yet collected. None of the Company’s accounts receivable bear interest.

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

	*Years*
Computer and network equipment		5
Furniture, fixtures, and office equipment		7
Leasehold improvements		6 - 7

Business Combinations Policy [Policy Text Block]

(f) Business combination

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

(g) Intangible assets other than goodwill

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

(h) Goodwill

Fair Value of Financial Instruments, Policy [Policy Text Block]

(i) Fair value of financial instruments

	•	Level 1 – defined as observable inputs, such as quoted prices in active markets;

	•	Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

	•	Level 3 – defined as unobservable inputs, for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Revenue from Contract with Customer [Policy Text Block]

(j) Revenue recognition

Data and performance-based marketing revenue

Cost of Goods and Service [Policy Text Block]

(k) Cost of revenue (exclusive of depreciation and amortization)

Advertising Cost [Policy Text Block]

(l) Advertising costs

Share-Based Payment Arrangement [Policy Text Block]

(m) Share-based compensation

Income Tax, Policy [Policy Text Block]

(n) Income taxes

Earnings Per Share, Policy [Policy Text Block]

(o) Income (loss) per share

Segment Reporting, Policy [Policy Text Block]

(p) Segment data

Commitments and Contingencies, Policy [Policy Text Block]

(q) Contingencies

New Accounting Pronouncements, Policy [Policy Text Block]

(r) Recently issued and adopted accounting standards

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the Company's Consolidated Financial Statements.

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 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 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 7 - Goodwill

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Goodwill Disclosure [Text Block]

7. 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, the goodwill balance relates to the acquisition of Fluent LLC Acquisition, the Q Interactive Acquisition, the AdParlor Acquisition, the Initial Winopoly Acquisition, and the True North Acquisition (Note 13, Business acquisitions). As of December 31, 2023 and 2022, the change in the carrying value of goodwill for our operating segments (Note 12, Segment information), are listed below:

(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, net goodwill was comprised of gross goodwill of $168,552 and accumulated impairment of $167,291.

During the three months ended March 31, 2023, the Company determined that the decline in the market value of its publicly-traded stock, which resulted in a corresponding decline in its market capitalization, constituted a triggering event. As such, the Company conducted an interim test of the fair value of the Fluent reporting unit's goodwill for potential impairment as of March 31, 2023. The Company considered a combination of income and market approaches to determine the fair value of the Fluent reporting unit. The Company determined that a market-based approach, which considered the Company’s implied market multiple applied to management’s forecast and further adjusted for a control premium, provided the best indication of fair value of the Fluent reporting unit. The results of this market-based approach indicated that the Fluent reporting unit’s carrying value exceeded its fair value by 20%. The Company therefore concluded that the Fluent reporting unit’s goodwill of $51,614 was impaired and recorded a non-cash impairment charge of $25,700.

During the three months ended June 30, 2023, the Company determined that the effect of the recently imposed regulatory requirements and the effect of the continued economic slowdown on the Company’s expected operating results had each constituted a triggering event. As such, the Company conducted an interim test of the fair value of the Fluent reporting unit's goodwill for potential impairment related to both triggering events as of June 30, 2023. The Company applied a combination of income and market approaches to determine the fair value of the Fluent reporting unit. The results of this approach indicated that the fair value exceeded its carrying value by 5%. The Company therefore concluded that the Fluent reporting unit’s goodwill of $27,469 was not impaired.

During the three months ended September 30, 2023, the Company determined that the decline in the market value of its publicly-traded stock, which resulted in a corresponding decline in its market capitalization, along with the impact of the continued economic slowdown on the Company’s expected operating results had both constituted a triggering event. As such, the Company conducted an interim test of the fair value of the Fluent reporting unit's goodwill for potential impairment related to both triggering events and All Others for potential impairment related to the economic slowdown. The Company applied a combination of income and market approaches to determine the fair value of the Fluent reporting unit and All Others. The results of this approach indicated that the Fluent reporting unit’s carrying value and All Others carrying value exceeded its fair value by 32% and 29%, respectively. The Company therefore concluded that the Fluent reporting unit’s goodwill was impaired and recorded a non-cash impairment for the remainder of the goodwill balance of $27,469. In addition, the All Other goodwill of $3,497 was also concluded to be impaired, and the Company recorded a non-cash impairment charge of $2,236. Based on the results from the interim test as of September 30, 2023, the Company concluded no further triggering events existed as of October 1, 2023 that would indicate it is more likely than not that the fair value was less that the carrying value for the Company's annual impairment test.