flnt20210526_8k.htm
false 0001460329 0001460329 2021-08-09 2021-08-09
 

 
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): August 9, 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 August 9, 2021, Fluent, Inc. issued a press release announcing second quarter 2021 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 August 9, 2021
     
104   Cover Page Interactive Data File (formatted as Inline XBRL)
 
 

 
 
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.
 
 
 
 
 
August 9, 2021
By:  
/s/ Donald Patrick
 
 
Name:  
Donald Patrick
 
 
Title:  
Interim Chief Executive Officer 
 
 
 
ex_253572.htm

Exhibit 99.1

 

Fluent Announces Second Quarter 2021 Financial Results

 

 

Q2 2021 revenue of $73.4 million, up 3% over Q2 2020

 

Net loss of $5.2 million, or $0.06 per share

 

Media margin of $20.1 million, down 19% over Q2 2020 and representing 27.4% of revenue

 

Adjusted EBITDA of $1.9 million, representing 2.5% of revenue

 

Adjusted net loss of $1.9 million, or $0.02 per share

 

New York, NY – August 9, 2021 – Fluent, Inc. (NASDAQ: FLNT), a leading data-driven performance marketing company, today reported financial results for the second quarter ended June 30, 2021.

 

Don Patrick, Fluent’s Interim Chief Executive Officer, commented, "Fluent’s results in the second quarter reflect accelerated investment in our strategic priority of enhancing quality across our marketplace. With our founding team now fully positioned on the front lines of our business, we accelerated our Traffic Quality Initiative during the quarter. We found opportunities to more rapidly test media expansion strategies, which generated revenue beyond prior expectations, while knowingly foregoing some margin in the near term. Looking to the second half of the year, we are focused both on further expanding traffic volumes and enhancing profitability, as we continue our journey to create more meaningful, enduring and higher-value connections for consumers with top-tier clients and brands."

 

 

Second Quarter Financial Summary

 

Q2 2021 revenue of $73.4 million, up 3% over Q2 2020

 

Net loss of $5.2 million or $0.06 per share, compared to net income of $0.5 million, or $0.01 per share, in Q2 2020

 

Media margin of $20.1 million, a decrease of 19% over Q1 2020 and representing 27.4% of revenue

 

Adjusted EBITDA of $1.9 million, representing 2.5% of revenue

 

Adjusted net loss of $1.9 million, or $0.02 per share

 

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

 

Business Outlook

 

Traffic Quality Initiative progressing, with double-digit percent traffic volume gains since early April
Monetization, as measured by media margin per registration, which was up two-fold in-year 2020 (Q4 vs. Q1), remains robust in 2021 to date, and is anticipated to continue at these levels
We anticipate revenue growth in Q3 and Q4, with media optimizations yielding margin improvement vis-à-vis Q2 ‘21

Strategic shift to quality-based approach continues across Fluent’s marketplace
Client demand on Fluent’s performance marketplace continues to be strong, supporting our strategic transition
Contact center capability continues to scale

 

 

 

 

  Conference Call

 

Fluent, Inc. will host a conference call on Monday, August 9, 2021 at 4:30 PM ET to discuss its 2021 second quarter financial results. To listen to the conference call on your telephone, please dial (844) 200-6205 for domestic callers, or +44 208-0682-558 for international callers, and use the participant access code 239626. 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 earnings call, a recorded replay of the webcast will be available for those unable to participate. To listen to the telephone replay, please dial (929) 458-6194 or +44 204-525-0658 with the replay passcode 219812. 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)

 

 

   

June 30, 2021

   

December 31, 2020

 

ASSETS:

               

Cash and cash equivalents

  $ 25,139     $ 21,087  

Accounts receivable, net of allowance for doubtful accounts of $326 and $368, respectively

    65,905       62,669  

Prepaid expenses and other current assets

    1,672       2,435  

Total current assets

    92,716       86,191  

Restricted cash

    1,480       1,480  

Property and equipment, net

    1,831       2,201  

Operating lease right-of-use assets

    7,460       8,284  

Intangible assets, net

    40,478       45,417  

Goodwill

    165,088       165,088  

Other non-current assets

    1,817       1,559  

Total assets

  $ 310,870     $ 310,220  

LIABILITIES AND SHAREHOLDERS' EQUITY:

               

Accounts payable

  $ 16,364     $ 7,692  

Accrued expenses and other current liabilities

    22,223       31,568  

Deferred revenue

    1,222       1,373  

Current portion of long-term debt

    6,250       7,293  

Current portion of operating lease liability

    2,261       2,291  

Total current liabilities

    48,320       50,217  

Long-term debt, net

    42,683       33,283  

Operating lease liability

    6,405       7,290  

Other non-current liabilities

    5,108       2,545  

Total liabilities

    102,516       93,335  

Contingencies (see Note 10)

               

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 — 82,440,259 and 80,295,141, respectively; and Shares outstanding — 78,371,427 and 76,349,274, respectively

    41       40  

Treasury stock, at cost — 4,068,832 and 3,945,867 shares, respectively

    (10,666 )     (9,999 )

Additional paid-in capital

    415,325       411,753  

Accumulated deficit

    (196,346 )     (184,909 )

Total shareholders' equity

    208,354       216,885  

Total liabilities and shareholders' equity

  $ 310,870     $ 310,220  

 

 

 

 

FLUENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

 

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2021

   

2020

   

2021

   

2020

 

Revenue

  $ 73,378     $ 71,509     $ 143,548     $ 150,443  

Costs and expenses:

                               

Cost of revenue (exclusive of depreciation and amortization)

    56,605       49,007       107,595       105,631  

Sales and marketing

    3,000       2,888       5,961       5,718  

Product development

    3,433       3,115       6,867       5,846  

General and administrative

    11,527       10,044       23,226       21,120  

Depreciation and amortization

    3,366       3,853       6,739       7,586  

Goodwill impairment and write-off of intangible assets

    199       817       199       817  

Total costs and expenses

    78,130       69,724       150,587       146,718  

(Loss) income from operations

    (4,752 )     1,785       (7,039 )     3,725  

Interest expense, net

    (427 )     (1,333 )     (1,435 )     (2,865 )

Loss on early extinguishment of debt

                (2,964 )      

(Loss) income before income taxes

    (5,179 )     452       (11,438 )     860  

Income tax benefit

                1        

Net (loss) income

  $ (5,179 )   $ 452     $ (11,437 )   $ 860  
                                 

Basic and diluted (loss) income per share:

                               

Basic

  $ (0.06 )   $ 0.01     $ (0.14 )   $ 0.01  

Diluted

  $ (0.06 )   $ 0.01     $ (0.14 )   $ 0.01  
                                 

Weighted average number of shares outstanding:

                               

Basic

    79,962,275       78,510,383       79,560,643       78,557,331  

Diluted

    79,962,275       78,666,776       79,560,643       78,905,792  

 

 

 

 

 

FLUENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(unaudited)

 

   

Six Months Ended June 30,

 
   

2021

   

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net (loss) income

  $ (11,437 )   $ 860  

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

               

Depreciation and amortization

    6,739       7,586  

Non-cash loan amortization expense

    287       694  

Share-based compensation expense

    2,432       3,678  

Non-cash loss on early extinguishment of debt

    2,198        

Non-cash accrued compensation expense for Put/Call Consideration

    2,627       530  

Goodwill impairment

          817  

Write-off of intangible assets

    199        

Provision for bad debt

    98       131  

Changes in assets and liabilities, net of business acquisition:

               

Accounts receivable

    (3,334 )     5,513  

Prepaid expenses and other current assets

    763       (75 )

Other non-current assets

    (258 )     (599 )

Operating lease assets and liabilities, net

    (91 )     (81 )

Accounts payable

    8,672       (9,973 )

Accrued expenses and other current liabilities

    (9,345 )     (515 )

Deferred revenue

    (151 )     1,328  

Other

    (64 )     (62 )

Net cash (used in) provided by operating activities

    (665 )     9,832  

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Capitalized costs included in intangible assets

    (1,535 )     (1,211 )

Business acquisition, net of cash acquired

          (1,426 )

Acquisition of property and equipment

    (23 )     (37 )

Net cash used in investing activities

    (1,558 )     (2,674 )

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from issuance of long-term debt, net of debt financing costs

    49,624        

Repayments of long-term debt

    (42,986 )     (3,873 )

Exercise of stock options

    934        

Prepayment penalty on debt extinguishment

    (766 )      

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

    (667 )     (446 )

Proceeds from the issuance of stock

    136        

Repurchase of treasury stock

          (1,300 )

Net cash provided by (used in) financing activities

    6,275       (5,619 )

Net increase in cash, cash equivalents and restricted cash

    4,052       1,539  

Cash, cash equivalents and restricted cash at beginning of period

    22,567       20,159  

Cash, cash equivalents and restricted cash at end of period

  $ 26,619     $ 21,698  

 

 

 

 

 

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 (loss) income excluding (1) income taxes, (2) interest expense, net, (3) depreciation and amortization, (4) share-based compensation expense, (5) loss on early extinguishment of debt, (6) accrued compensation expense for Put/Call Consideration, (7) goodwill impairment, (8) write-off of intangible assets, (9) acquisition-related costs, (10) restructuring and other severance costs, and (11) certain litigation and other related costs.

 

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

 

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

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2021

   

2020

   

2021

   

2020

 

Net (loss) income

  $ (5,179 )   $ 452     $ (11,437 )   $ 860  

Income tax benefit

                (1 )      

Interest expense, net

    427       1,333       1,435       2,865  

Depreciation and amortization

    3,366       3,853       6,739       7,586  

Loss on early extinguishment of debt

                2,964        

Goodwill impairment

          817             817  

Write-off of intangible assets

    199             199        

General and administrative

    11,527       10,044       23,226       21,120  

Product development

    3,433       3,115       6,867       5,846  

Sales and marketing

    3,000       2,888       5,961       5,718  

Non-media cost of revenue (1)

    3,363       2,312       9,053       3,915  

Media margin

  $ 20,136     $ 24,814     $ 45,006     $ 48,727  

Revenue

  $ 73,378     $ 71,509     $ 143,548     $ 150,443  

Media margin % of revenue

    27.4 %     34.7 %     31.4 %     32.4 %

 

(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 (loss) income, which we believe is the most directly comparable GAAP measure.

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2021

   

2020

   

2021

   

2020

 

Net (loss) income

  $ (5,179 )   $ 452     $ (11,437 )   $ 860  

Income tax benefit

                (1 )      

Interest expense, net

    427       1,333       1,435       2,865  

Depreciation and amortization

    3,366       3,853       6,739       7,586  

Share-based compensation expense

    1,201       1,281       2,432       3,678  

Loss on early extinguishment of debt

                2,964        

Accrued compensation expense for Put/Call Consideration

    881       530       2,627       530  

Goodwill impairment

          817             817  

Write-off of intangible assets

    199             199        

Acquisition-related costs

    500       15       500       62  

Restructuring and other severance costs

    97             97        

Certain litigation and other related costs

    359       1,115       1,027       2,022  

Adjusted EBITDA

  $ 1,851     $ 9,396     $ 6,582     $ 18,420  

 

 

 

 

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

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 

(In thousands, except share data)

 

2021

   

2020

   

2021

   

2020

 

Net (loss) income

  $ (5,179 )   $ 452     $ (11,437 )   $ 860  

Share-based compensation expense

    1,201       1,281       2,432       3,678  

Loss on early extinguishment of debt

                2,964        

Accrued compensation expense for Put/Call Consideration

    881       530       2,627       530  

Goodwill impairment

          817             817  

Write-off of intangible assets

    199             199        

Acquisition-related costs

    500       15       500       62  

Restructuring and other severance costs

    97             97        

Certain litigation and other related costs

    359       1,115       1,027       2,022  

Adjusted net (loss) income

  $ (1,942 )   $ 4,210     $ (1,591 )   $ 7,969  

Adjusted net (loss) income per share:

                               

Basic

  $ (0.02 )   $ 0.05     $ (0.02 )   $ 0.10  

Diluted

  $ (0.02 )   $ 0.05     $ (0.02 )   $ 0.10  

Weighted average number of shares outstanding:

                               

Basic

    79,962,275       78,510,383       79,560,643       78,557,331  

Diluted

    79,962,275       78,666,776       79,560,643       78,905,792  

 

We present media margin, adjusted EBITDA, adjusted net income and adjusted net income per share 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 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 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. There were no 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 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. We believe adjusted net income affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the GAAP measure of net (loss) income.

 

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 (loss) income 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