flnt20190912_8k.htm
false 0001460329 0001460329 2021-03-16 2021-03-16
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K 
 

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): March 16, 2021
 

 
FLUENT, INC.
(Exact name of registrant as specified in its charter)
 

 
 
Delaware
 
001-37893
 
77-0688094
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
300 Vesey Street, 9th Floor
New York, New York
 
10282
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 669-7272
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.0005 par value per share
 
FLNT
 
The NASDAQ Stock Market LLC
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 

 
 
Item 2.02. Results of Operations and Financial Condition.
 
On March 16, 2021, Fluent, Inc. issued a press release announcing its fourth quarter and full year 2020 financial results. A copy of the press release is furnished herewith as Exhibit 99.1.
 
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
     
Exhibit No.
 
Description
 
 
 
 
Press release, dated March 16, 2021
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
       
 
Fluent, Inc.
 
 
 
 
 
March 16, 2021
By:  
/s/ Ryan Schulke
 
 
Name:  
Ryan Schulke 
 
 
Title:  
Chief Executive Officer 
 
 
 
ex_164599.htm

Exhibit 99.1

 

Fluent Announces Fourth Quarter and Full-Year 2020 Financial Results

 

 

 

Q4 2020 revenue of $82.0 million, up 2.5% over Q4 2019

 

 

Net income of $0.2 million, or $0.00 per share

 

 

Media margin of $32.0 million, up 21.8% over Q4 2019 and representing 39.0% of revenue

 

 

Adjusted EBITDA of $11.1 million, representing 13.6% of revenue

 

 

Adjusted net income of $5.4 million, or $0.07 per share

 

New York, NY – March 16, 2021 – Fluent, Inc. (NASDAQ: FLNT), a leading data-driven performance marketing company, today reported results for the fourth quarter and fiscal year ended December 31, 2020.

 

Ryan Schulke, Fluent’s Chief Executive Officer, commented, "Our fourth quarter results came in at the high end of the ranges we previewed in mid-January. Our results for the quarter and the full year reflect significant strides on the advertiser side of our business, adding and fortifying strategic partnerships with major brands, which in turn enhances the value of Fluent’s brand equity.

 

To support our sustainable long-term growth strategy, we continue to evolve our media properties, platform and traffic quality. As our industry is evolving rapidly, both commercially and through a regulatory lens, we are leading by example. In 2020, we commenced a Traffic Quality Initiative, to further enhance our value proposition for our clients and position Fluent as an industry leader. We see our commitment to higher quality traffic as the road to sustainable growth, notwithstanding a reduction in our near-term revenue profile during this transition.

 

Our clients are leaning in for more, and we are recalibrating our media strategy to fundamentally deliver high-value customer acquisition solutions to build value and drive growth for our clients and Fluent.”

 

Fourth Quarter Highlights

 

Revenue increased 2.5% to $82.0 million, from $80.0 million in Q4 2019

Net income of $0.2 million, or $0.00 per share, compared to net income of $1.0 million, or $0.01 per share 

Media margin of $32.0 million, an increase of 21.8% over prior year period and representing 39.0% of revenue

Adjusted EBITDA of $11.1 million, representing 13.6% of revenue

Adjusted net income of $5.4 million, or $0.07 per share

 

Full-Year 2020 Highlights

 

Revenue increased 10.3% to $310.7 million, from $281.7 million in 2019

Net income of $2.2 million, or $0.03 per share, compared to net loss of $1.7 million, or $0.02 per share

Media margin of $110.4 million, an increase of 18.0% over prior period and representing 35.5% of revenue
Adjusted EBITDA of $41.2 million, an increase of 18.7% over prior period and representing 13.3% of revenue
Adjusted net income $19.7 million, or $0.25 per share


Media margin, adjusted EBITDA and adjusted net income are non-GAAP financial measures, as defined and reconciled below. 

 

Business Outlook

 

Strategic client relationships driving strong demand on Fluent’s performance marketplace

Monetization, as measured by media margin per registration, up two-fold in-year 2020 (Q4 vs. Q1), enabled by investments in technology and analytics; remains robust in Q1 2021

Traffic Quality Initiative reducing revenue during transition to higher value strategy

Winopoly contact center capability scaling quickly, exceeding expectations

 

 

 

 

 

  Conference Call

 

Fluent, Inc. will host a conference call on Tuesday, March 16, 2021 at 4:30 PM ET to discuss its 2020 fourth quarter and full-year financial results. To listen to the conference call on your telephone, please dial (888) 339-0797 for domestic callers, or (412) 317-5248 for international callers. To access the live audio webcast, visit the Fluent website at investors.fluentco.com. Please login at least 15 minutes prior to the start of the call to ensure adequate time for any downloads that may be required. Following completion of the conference call, a recorded replay of the webcast will be available for those unable to participate. To listen to the telephone replay, please dial (877) 344-7529 or (412) 317-0088, with the replay passcode 10153134. The replay will also be available for one week on the Fluent website at investors.fluentco.com. 

 

About Fluent, Inc.

 

Fluent (NASDAQ: FLNT) is a leading performance marketing company with expertise in creating meaningful connections between consumers and brands. Leveraging our proprietary first-party database of opted-in consumer profiles, Fluent drives intelligent growth strategies that deliver superior outcomes. Founded in 2010, the company is headquartered in New York City. For more information, visit www.fluentco.com.

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

The matters contained in this press release may be considered to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Those statements include statements regarding the intent, belief or current expectations or anticipations of Fluent and members of our management team. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: compliance with a significant number of governmental laws and regulations, including those laws and regulations regarding privacy and data; the outcome of litigation, regulatory investigations or other legal proceedings in which we are involved or may become involved; failure to safeguard the personal information and other data contained in our database; failure to adequately protect intellectual property rights or allegations of infringement of intellectual property rights; unfavorable global economic conditions, including as a result of health and safety concerns around the ongoing COVID-19 pandemic; dependence on our key personnel; dependence on third-party service providers; management of the growth of our operations, including international expansion and the integration of acquired business units or personnel; the impact of the Traffic Quality Initiative, including our ability to replace lower quality consumer traffic with traffic that meets our quality requirements; ability to compete and manage media costs in an industry characterized by rapidly-changing internet media and advertising technology, evolving industry standards, regulatory uncertainty, and changing user and client demands; management of unfavorable publicity and negative public perception about our industry; failure to compete effectively against other online marketing and advertising companies; competition we face for web traffic; dependence on third-party publishers, internet search providers and social media platforms for a significant portion of visitors to our websites; dependence on emails, text messages and telephone calls, among other channels, to reach users for marketing purposes; liability related to actions of third-party publishers; limitations on our or our third-party publishers’ ability to collect and use data derived from user activities; ability to remain competitive with the shift to mobile applications; failure to detect click-through or other fraud on advertisements; impact of increased fulfillment costs; failure to meet our clients’ performance metrics or changing needs; compliance with the covenants of our credit agreement; and the potential for failures in our internal control over financial reporting. These and additional factors to be considered are set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in our other filings with the Securities and Exchange Commission. Fluent undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.

 

 

 

 

 

FLUENT, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

(unaudited)

 

   

December 31, 2020

   

December 31, 2019

 

ASSETS:

               

Cash and cash equivalents

  $ 21,087     $ 18,679  

Accounts receivable, net of allowance for doubtful accounts of $368 and $1,967, respectively

    62,669       60,915  

Prepaid expenses and other current assets

    2,435       1,921  

Total current assets

    86,191       81,515  

Restricted cash

    1,480       1,480  

Property and equipment, net

    2,201       2,863  

Operating lease right-of-use assets

    8,284       9,865  

Intangible assets, net

    45,417       55,603  

Goodwill

    165,088       164,774  

Other non-current assets

    1,559       993  

Total assets

  $ 310,220     $ 317,093  

LIABILITIES AND SHAREHOLDERS’ EQUITY:

               

Accounts payable

  $ 7,692     $ 21,574  

Accrued expenses and other current liabilities

    31,568       20,358  

Deferred revenue

    1,373       1,140  

Current portion of long-term debt

    7,293       6,873  

Current portion of operating lease liability

    2,291       2,282  

Total current liabilities

    50,217       52,227  

Long-term debt, net

    33,283       44,098  

Operating lease liability, net

    7,290       9,056  

Other non-current liabilities

    2,545       775  

Total liabilities

    93,335       106,156  
Contingencies                 

Shareholders' equity:

               

Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods

           

Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 80,295,141 and 78,642,078, respectively; and Shares outstanding — 76,349,274 and 75,873,679, respectively

    40       39  

Treasury stock, at cost — 3,945,867 and 2,768,399 shares, respectively

    (9,999 )     (8,184 )

Additional paid-in capital

    411,753       406,198  
Accumulated deficit     (184,909 )     (187,116 )
Total shareholders’ equity     216,885       210,937  
Total liabilities and shareholders’ equity   $ 310,220     $ 317,093  

 

 

 

 

FLUENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share data)

(unaudited)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2020

   

2019

   

2020

   

2019

 

Revenue

  $ 81,996     $ 80,011     $ 310,719     $ 281,684  

Costs and expenses:

                               

Cost of revenue (exclusive of depreciation and amortization)

    56,733       55,905       215,135       194,435  

Sales and marketing (1)

    3,040       2,336       11,683       11,545  

Product development (1)

    3,403       1,570       12,604       8,055  

General and administrative (1)

    12,906       13,687       46,798       48,065  

Depreciation and amortization

    3,810       3,675       15,302       13,940  

Goodwill impairment

                817        

Write-off of long-lived assets

    1       145       1       425  

Total costs and expenses

    79,893       77,318       302,340       276,465  

Income from operations

    2,103       2,693       8,379       5,219  

Interest expense, net

    (1,168 )     (1,628 )     (5,350 )     (6,892 )

Income (loss) before income taxes

    935       1,065       3,029       (1,673 )

Income tax expense

    (757 )     (109 )     (822 )     (74 )

Net income (loss)

  $ 178     $ 956     $ 2,207     $ (1,747 )

Basic and diluted income (loss) per share:

                               

Basic

  $ 0.00     $ 0.01     $ 0.03     $ (0.02 )

Diluted

  $ 0.00     $ 0.01     $ 0.03     $ (0.02 )

Weighted average number of shares outstanding:

                               

Basic

    78,600,700       79,328,262       78,611,145       79,373,789  

Diluted

    79,899,702       79,701,600       79,525,176       79,373,789  
                                 

(1) Amounts include share-based compensation expense as follows:

                               
Sales and marketing   $ 163     $ 150     $ 822     $ 971  
Product development     285       89       1,099       889  
General and administrative     98       2,083       3,473       8,481  
Total share-based compensation expense   $ 546     $ 2,322     $ 5,394     $ 10,341  

 

 

 

 

FLUENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(unaudited)

 

 

   

Year Ended December 31,

 
   

2020

   

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income (loss)

  $ 2,207     $ (1,747 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

               

Depreciation and amortization

    15,302       13,940  

Non-cash interest expense

    1,407       1,387  

Share-based compensation expense

    5,394       10,341  

Goodwill impairment

    817        

Write-off of long-lived assets

    1       425  

Non-cash accrued compensation expense for Put/Call Consideration

    1,775        

Provision for bad debts

    269       2,550  

Deferred income taxes

    120       35  

Changes in assets and liabilities:

               

Accounts receivable

    (1,990 )     (6,978 )

Prepaid expenses and other current assets

    (514 )     104  

Other non-current assets

    (566 )     (551 )

Operating lease assets and liabilities, net

    (176 )     1,473  

Accounts payable

    (13,882 )     6,028  

Accrued expenses and other current liabilities

    10,026       (1,626 )

Deferred revenue

    233       663  

Other

    (125 )     (26 )

Net cash provided by operating activities

    20,298       26,018  

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Business acquisition, net of cash acquired

    (1,426 )     (7,246 )

Capitalized costs included in intangible assets

    (2,783 )     (2,624 )

Acquisition of property and equipment

    (64 )     (2,088 )

Net cash used in investing activities

    (4,273 )     (11,958 )

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Repayments of long-term debt

    (11,802 )     (8,034 )

Repurchase of treasury stock

    (1,300 )     (1,792 )

Taxes paid related to net share settlement of vesting of restricted stock units

    (515 )     (3,120 )

Debt financing costs

          (204 )

Net cash used in financing activities

    (13,617 )     (13,150 )

Net increase in cash, cash equivalents and restricted cash

    2,408       910  

Cash, cash equivalents and restricted cash at beginning of period

    20,159       19,249  

Cash, cash equivalents and restricted cash at end of period

  $ 22,567     $ 20,159  

 

 

 

 

Definitions, Reconciliations and Uses of Non-GAAP Financial Measures

 

The following non-GAAP measures are used in this release:

 

Media margin is defined as revenue minus cost of revenue (exclusive of depreciation and amortization) attributable to variable costs paid for media and related expenses. Media margin is also presented as percentage of revenue.

 

Adjusted EBITDA is defined as net income (loss), excluding (1) income tax expense, (2) interest expense, net, (3) depreciation and amortization, (4) goodwill impairment, (5) write-off of long-lived assets, (6) accrued compensation expense for Put/Call Consideration, (7) share-based compensation expense, (8) acquisition-related costs, (9) restructuring and certain severance costs, (10) certain litigation and other related costs, and (11) one-time items.

 

Adjusted net income is defined as net income (loss) excluding (1) goodwill impairment, (2) write-off of long-lived assets, (3) accrued compensation expense for Put/Call Consideration, (4) share-based compensation expense, (5) acquisition-related costs, (6) restructuring and certain severance costs, (7) certain litigation and other related costs, and (8) one-time items. Adjusted net income is also presented on a per share (basic and diluted) basis.

 

Below is a reconciliation of media margin from net income (loss), which we believe is the most directly comparable GAAP measure.
 
   

Three Months Ended December 31,

   

Year Ended December 31,

 

(In thousands)

 

2020

   

2019

   

2020

   

2019

 

Net income (loss)

  $ 178     $ 956     $ 2,207     $ (1,747 )

Income tax expense

    757       109       822       74  

Interest expense, net

    1,168       1,628       5,350       6,892  

Goodwill impairment

                817        

Write-off of long-lived assets

    1       145       1       425  

Depreciation and amortization

    3,810       3,675       15,302       13,940  

General and administrative

    12,906       13,687       46,798       48,065  

Product development

    3,403       1,570       12,604       8,055  

Sales and marketing

    3,040       2,336       11,683       11,545  

Non-media cost of revenue (1)

    6,749       2,182       14,837       6,341  

Media margin

  $ 32,012     $ 26,288     $ 110,421     $ 93,590  

Revenue

  $ 81,996     $ 80,011     $ 310,719     $ 281,684  

Media margin % of revenue

    39.0 %     32.9 %     35.5 %     33.2 %

 

(1) Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.

 

Below is a reconciliation of adjusted EBITDA from net income (loss), which we believe is the most directly comparable GAAP measure.

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 

(In thousands)

 

2020

   

2019

   

2020

   

2019

 
Net income (loss)   $ 178     $ 956     $ 2,207     $ (1,747 )

Income tax expense

    757       109       822       74  

Interest expense, net

    1,168       1,628       5,350       6,892  

Depreciation and amortization

    3,810       3,675       15,302       13,940  
Goodwill impairment                 817        

Write-off of long-lived assets

    1       145       1       425  

Accrued compensation expense for Put/Call Consideration

    591             1,775        

Share-based compensation expense

    546       2,322       5,394       10,341  

Acquisition-related costs

    22       35       173       483  

Restructuring and certain severance costs

    50       1,596       615       1,956  

Certain litigation and other related costs

    4,022       1,044       8,715       2,135  

One-time items

          17             185  

Adjusted EBITDA

  $ 11,145     $ 11,527     $ 41,171     $ 34,684  

 

 

 

 

Below is a reconciliation of adjusted net income and the related measure of adjusted net income per share from net income (loss), which we believe is the most directly comparable GAAP measure.

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 

(In thousands, except share data)

 

2020

   

2019

   

2020

   

2019

 
Net income (loss)   $ 178     $ 956     $ 2,207     $ (1,747 )
Goodwill impairment                 817        

Write-off of long-lived assets

    1       145       1       425  

Accrued compensation expense for Put/Call Consideration

    591             1,775        

Share-based compensation expense

    546       2,322       5,394       10,341  

Acquisition-related costs

    22       35       173       483  

Restructuring and certain severance costs

    50       1,596       615       1,956  

Certain litigation and other related costs

    4,022       1,044       8,715       2,135  

One-time items

          17             185  

Adjusted net income

  $ 5,410     $ 6,115     $ 19,697     $ 13,778  

Adjusted net income per share:

                               

Basic

  $ 0.07     $ 0.08     $ 0.25     $ 0.17  

Diluted

  $ 0.07     $ 0.08     $ 0.25     $ 0.17  

Adjusted weighted average number of shares outstanding:

                               

Basic

    78,600,700       79,328,262       78,611,145       79,373,789  

Diluted

    79,899,702       79,701,600       79,525,176       80,280,293  

 

We present media margin, adjusted EBITDA and adjusted net income as supplemental measures of our financial and operating performance because we believe they provide useful information to investors. More specifically:

 

Media margin, as defined above, is a measure of the efficiency of the Company’s operating model. We use media margin and the related measure of media margin as a percentage of revenue as primary metrics to measure the financial return on our media and related costs, specifically to measure the degree by which the revenue generated from our digital marketing services exceeds the cost to attract the consumers to whom offers are made through our services. Media margin is used extensively by our management to manage our operating performance, including evaluating operational performance against budgeted media margin and understanding the efficiency of our media and related expenditures. We also use media margin for performance evaluations and compensation decisions regarding certain personnel.

 

Adjusted EBITDA, as defined above, is another primary metric by which we evaluate the operating performance of our business, on which certain operating expenditures and internal budgets are based and by which, in addition to media margin and other factors, our senior management is compensated. The first three adjustments represent the conventional definition of EBITDA, and the remaining adjustments are items recognized and recorded under US GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. These adjustments include certain severance costs associated with department-specific reorganizations and certain litigation and other related costs associated with legal matters outside the ordinary course of business, including costs and accruals related to the NY AG and FTC matters. Items are considered one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. Adjusted EBITDA for the year ended December 31, 2019 excluded as one-time items $0.2 million of costs associated with the move of our corporate headquarters. There were no other material adjustments for one-time items in the periods presented.

 

Adjusted net income, as defined above, and the related measure of adjusted net income per share exclude certain items that are recognized and recorded under US GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. Adjusted net income for the year ended December 31, 2019 excluded as one-time items $0.2 million of costs associated with the move of our corporate headquarters. There were no other material adjustments for one-time items in the periods presented. We believe adjusted net income affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the US GAAP measure of net income (loss).

 

Media margin, adjusted EBITDA, adjusted net income and adjusted net income per share are not intended to be performance measures that should be regarded as an alternative to, or more meaningful than, net income (loss) as indicators of operating performance. None of these metrics are presented as measures of liquidity. The way we measure media margin, adjusted EBITDA and adjusted net income may not be comparable to similarly titled measures presented by other companies and may not be identical to corresponding measures used in our various agreements.

 

 

 

 

Contact Information: 

Investor Relations

Fluent, Inc.

(917) 310-2070

InvestorRelations@fluentco.com