Fluent Announces Fourth Quarter And Full-Year 2023 Financial Results
| FLUENT, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share data) (unaudited) | ||||||||
| December 31, 2023 | December 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 | ||||||||
| 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 - 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 | ||||
| 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, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | 72,761 | $ | 84,664 | $ | 298,399 | $ | 361,134 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization) | 51,924 | 64,628 | 219,884 | 267,487 | ||||||||||||
| Sales and marketing (1) | 5,122 | 4,531 | 18,576 | 17,121 | ||||||||||||
| Product development (1) | 4,390 | 4,180 | 18,454 | 18,159 | ||||||||||||
| General and administrative (1) | 10,343 | 19,618 | 35,334 | 53,470 | ||||||||||||
| Depreciation and amortization | 2,764 | 3,177 | 10,876 | 13,214 | ||||||||||||
| Goodwill impairment and write-off of intangible assets | - | 55,727 | 55,405 | 111,255 | ||||||||||||
| Loss (gain) on disposal of property and equipment | - | - | - | 19 | ||||||||||||
| Total costs and expenses | 74,543 | 151,861 | 358,529 | 480,725 | ||||||||||||
| Loss from operations | (1,782 | ) | (67,197 | ) | (60,130 | ) | (119,591 | ) | ||||||||
| Interest expense, net | (784 | ) | (634 | ) | (3,204 | ) | (1,965 | ) | ||||||||
| Loss before income taxes | (2,566 | ) | (67,831 | ) | (63,334 | ) | (121,556 | ) | ||||||||
| Income tax (expense) benefit | 667 | 343 | 116 | (1,776 | ) | |||||||||||
| Net loss | $ | (1,899 | ) | $ | (67,488 | ) | $ | (63,218 | ) | $ | (123,332 | ) | ||||
| Basic and diluted loss per share: | ||||||||||||||||
| Basic | $ | (0.02 | ) | $ | (0.83 | ) | $ | (0.77 | ) | $ | (1.51 | ) | ||||
| Diluted | $ | (0.02 | ) | $ | (0.83 | ) | $ | (0.77 | ) | $ | (1.51 | ) | ||||
| Weighted average number of shares outstanding: | ||||||||||||||||
| Basic | 82,964,032 | 81,664,692 | 82,622,131 | 81,412,595 | ||||||||||||
| Diluted | 82,964,032 | 81,664,692 | 82,622,131 | 81,412,595 | ||||||||||||
| (1) Amounts include share-based compensation expense as follows: | ||||||||||||||||
| Sales and marketing | $ | 124 | $ | 180 | $ | 543 | $ | 600 | ||||||||
| Product development | 141 | 173 | 626 | 556 | ||||||||||||
| General and administrative | 526 | 1,012 | 2,640 | 2,861 | ||||||||||||
| Total share-based compensation expense | $ | 791 | $ | 1,365 | $ | 3,809 | $ | 4,017 | ||||||||
| FLUENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (unaudited) | ||||||||
| Year Ended December 31, | ||||||||
| 2023 | 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 | - | 186 | ||||||
| Loss on disposal of property and equipment | - | 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 | ) | - | |||||
| 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 | ||||
Definitions, Reconciliations and Uses of Non-GAAP Financial Measures
The following non-GAAP measures are used in this release:
Media margin is defined as that portion of gross profit (exclusive of depreciation and amortization) reflecting variable costs paid for media and related expenses and excluding non-media cost of revenue. Gross profit (exclusive of depreciation and amortization) represents revenue minus cost of revenue (exclusive of depreciation and amortization). Media margin is also presented as a percentage of revenue.
Adjusted EBITDA is defined as net income (loss), 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) loss on disposal of property and equipment, (10) acquisition-related costs, (11) restructuring and other severance costs, and (12) certain litigation and other related costs.
Adjusted net income (loss) is defined as net income (loss), 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) loss on disposal of property and equipment, (7) acquisition-related costs, (8) restructuring and other severance costs, and (9) certain litigation and other related costs. Adjusted net income (loss) is also presented on a per share (basic and diluted) basis.
Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization), which we believe is the most directly comparable GAAP measure.
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Revenue | $ | 72,761 | $ | 84,664 | $ | 298,399 | $ | 361,134 | ||||||||
| Less: Cost of revenue (exclusive of depreciation and amortization) | 51,924 | 64,628 | 219,884 | 267,487 | ||||||||||||
| Gross Profit (exclusive of depreciation and amortization) | 20,837 | 20,036 | 78,515 | 93,647 | ||||||||||||
| Gross Profit (exclusive of depreciation and amortization) % of revenue | 29 | % | 24 | % | 26 | % | 26 | % | ||||||||
| Non-media cost of revenue (1) | 3,275 | 3,679 | 12,785 | 16,392 | ||||||||||||
| Media margin | $ | 24,112 | $ | 23,715 | $ | 91,300 | $ | 110,039 | ||||||||
| Media margin % of revenue | 33.1 | % | 28.0 | % | 30.6 | % | 30.5 | % | ||||||||
(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) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net loss | $ | (1,899 | ) | $ | (67,488 | ) | $ | (63,218 | ) | $ | (123,332 | ) | ||||
| Income tax expense (benefit) | (667 | ) | (343 | ) | (116 | ) | 1,776 | |||||||||
| Interest expense, net | 784 | 634 | 3,204 | 1,965 | ||||||||||||
| Depreciation and amortization | 2,764 | 3,177 | 10,876 | 13,214 | ||||||||||||
| Share-based compensation expense | 798 | 1,440 | 3,756 | 4,092 | ||||||||||||
| Goodwill impairment | - | 55,669 | 55,405 | 111,069 | ||||||||||||
| Write-off of intangible assets | - | 58 | - | 186 | ||||||||||||
| Loss on disposal of property and equipment | - | - | - | 19 | ||||||||||||
| Acquisition-related costs (1) | 1,044 | 574 | 2,745 | 2,247 | ||||||||||||
| Restructuring and certain severance costs | - | 376 | 456 | 414 | ||||||||||||
| Certain litigation and other related costs | (329 | ) | 8,577 | (6,311 | ) | 11,079 | ||||||||||
| Adjusted EBITDA | $ | 2,495 | $ | 2,674 | $ | 6,797 | $ | 22,729 | ||||||||
(1) Balance includes compensation expense related to non-competition agreements and earn-out expense incurred as a result of business combinations. The earn-out expense was $434 and $121 for the years ended December 31, 2023 and 2022, respectively.
Below is a reconciliation of adjusted net income (loss) and the related measure of adjusted net income (loss) 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 and per share data) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net loss | $ | (1,899 | ) | $ | (67,488 | ) | $ | (63,218 | ) | $ | (123,332 | ) | ||||
| Share-based compensation expense | 798 | 1,440 | 3,756 | 4,092 | ||||||||||||
| Goodwill impairment | - | 55,669 | 55,405 | 111,069 | ||||||||||||
| Write-off of intangible assets | - | 58 | - | 186 | ||||||||||||
| Loss on disposal of property and equipment | - | - | - | 19 | ||||||||||||
| Acquisition-related costs (1) | 1,044 | 574 | 2,745 | 2,247 | ||||||||||||
| Restructuring and certain severance costs | - | 376 | 456 | 414 | ||||||||||||
| Certain litigation and other related costs | (329 | ) | 8,577 | (6,311 | ) | 11,079 | ||||||||||
| Adjusted net income (loss) | $ | (386 | ) | $ | (794 | ) | $ | (7,167 | ) | $ | 5,774 | |||||
| Adjusted net income (loss) per share: | ||||||||||||||||
| Basic | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.09 | ) | $ | 0.07 | |||||
| Diluted | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.09 | ) | $ | 0.07 | |||||
| Adjusted weighted average number of shares outstanding: | ||||||||||||||||
| Basic | 82,964,032 | 81,664,692 | 82,622,131 | 81,412,595 | ||||||||||||
| Diluted | 82,964,032 | 81,664,692 | 82,622,131 | 81,565,372 | ||||||||||||
(1) Balance includes compensation expense related to non-competition agreements and earn-out expense incurred as a result of business combinations. The earn-out expense was $434 and $121 for the years ended December 31, 2023 and 2022, respectively.
We present media margin, adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) 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. We consider items 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 (loss), as defined above, and the related measure of adjusted net income (loss) per share excludes 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 (loss) affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the GAAP measure of net income (loss).
Media margin, adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) per share are non-GAAP financial measures with certain limitations regarding their usefulness. They do not reflect our financial results in accordance with GAAP, as they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. Accordingly, these metrics are not indicative of our overall results or indicators of past or future financial performance. Further, they are not financial measures of profitability and are neither intended to be used as a proxy for the profitability of our business nor to imply profitability. The way we measure media margin, adjusted EBITDA, and adjusted net income (loss) 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.
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Fluent, Inc.
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