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NEW YORK, April 10, 2024 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ:FLNT), a leading data-driven performance marketing company, today announced that it will effect a 1-for-6 reverse split of the issued shares of its common stock, effective at 6:00 p.m. Eastern Time on April 11, 2024. The Company's common stock will begin trading on a reverse stock split-adjusted basis at the opening of the market on Friday, April 12, 2024. Following the reverse stock split, the Company's common stock will continue to trade on ...

NEW YORK, April 03, 2024 (GLOBE NEWSWIRE) -- Following an extraordinary year of growth for Fluent's influencer network Infuse, the brand is proudly announcing a strategic partnership with influencer agency THIS Group Inc. This partnership underscores Infuse's commitment to fostering influencer talent and maximizing their potential in the dynamic landscape of influencer marketing. As a Fluent brand, Infuse opens up numerous integrated marketing opportunities for influencers through Fluent's fifteen-year trac ...

Revenue of $72.8 million for Q4 2023 and $298.4 million for FY 2023Net loss of $1.9 million for Q4 2023 and $63.2 million for FY 2023Gross profit (exclusive of depreciation and amortization) of $20.8 million for Q4 2023 and $78.5 million for FY 2023Media margin of $24.1 million for Q4 2023 and $91.3 million for FY 2023Adjusted EBITDA of $2.5 million for Q4 2023 and $6.8 million for FY 2023Adjusted net loss of $0.4 million for Q4 2023 and $7.2 million for FY 2023   NEW YORK, April 02, 2024 (GLOBE NEWSWIRE) - ...

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business.) Fluent, Inc. specializes in performance-based digital marketing, leveraging proprietary data and media properties for customer acquisition - Fluent is a digital marketing services leader, focusing on performance-based customer acquisition for **over 500 brands** across diverse industries[83](index=83&type=chunk) - The company operates owned digital media properties and syndicated marketplaces to connect advertisers with consumers[83](index=83&type=chunk)[84](index=84&type=chunk)[119](index=119&type=chunk) - A key asset is a large, proprietary database of first-party, self-declared user information, used for targeted advertising and lead generation[85](index=85&type=chunk)[125](index=125&type=chunk) - Growth strategies include increasing traffic monetization, enhancing product offerings, expanding syndicated marketplaces, and developing an influencer marketing platform[99](index=99&type=chunk)[100](index=100&type=chunk)[149](index=149&type=chunk) - A single long-standing advertiser client accounted for **18.1% of consolidated revenue** in 2023, down from 22.1% in 2022[153](index=153&type=chunk) - The company is subject to numerous laws and regulations regarding digital advertising, telemarketing, and data privacy, having recently settled investigations with the FTC and PAAG[132](index=132&type=chunk)[133](index=133&type=chunk)[156](index=156&type=chunk) - As of December 31, 2023, the company had **277 employees** and operates under a hybrid work model[158](index=158&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors.) The company faces risks from intense competition, revenue concentration, evolving regulations, financial covenants, and stock volatility - The company operates in an intensely competitive digital marketing industry characterized by rapid technological change and evolving standards[142](index=142&type=chunk)[191](index=191&type=chunk) Revenue Concentration Risk (2023) | Source | Percentage of Revenue | | :--- | :--- | | Gaming Advertisers | 38% | | Single Largest Gaming Client | 18.1% | - The business is subject to numerous and evolving laws and regulations, including TCPA, CAN-SPAM, GDPR, and CCPA, increasing compliance and operational risks[27](index=27&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - The company's Credit Agreement contains restrictive covenants that may limit operational and financial flexibility, including incurring additional debt or paying dividends[12](index=12&type=chunk)[15](index=15&type=chunk) - The company faces risks related to its common stock, including non-compliance with Nasdaq's minimum bid price, stock price volatility, and ownership concentration[4](index=4&type=chunk)[221](index=221&type=chunk)[223](index=223&type=chunk) - There is a risk of impairment for the company's goodwill and intangible assets, with substantially all goodwill from prior acquisitions impaired as of December 31, 2023[1](index=1&type=chunk)[25](index=25&type=chunk) - Limitations on the ability to collect and use user data, such as deprecation of third-party cookies and ad tracking restrictions, could diminish the value of the company's services[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) [Item 1B. Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports that there are no unresolved staff comments - Not applicable; the company has no unresolved staff comments[229](index=229&type=chunk)[278](index=278&type=chunk) [Item 1C. Cybersecurity](index=35&type=section&id=Item%201C.%20Cybersecurity.) The company's cybersecurity program, based on NIST, is overseen by IT and Legal, with no material incidents in 2023 - The company's cybersecurity program is based on the **NIST framework** and is reviewed annually[279](index=279&type=chunk) - Governance is managed by the IT and Legal teams, with the CTO and General Counsels reporting to the CEO and providing quarterly updates to the Audit Committee[231](index=231&type=chunk)[250](index=250&type=chunk) - The company did not experience a **material cybersecurity incident** during the year ended December 31, 2023[251](index=251&type=chunk) [Item 2. Properties](index=35&type=section&id=Item%202.%20Properties.) The company's headquarters are in New York, NY, with AdParlor operating from a co-working space in Toronto, Canada - The company's headquarters are located at **300 Vesey Street, 9th Floor, New York, NY**, under a lease for **42,685 square feet**[281](index=281&type=chunk) - The AdParlor business operates from a co-working space in **Toronto, Ontario, Canada**[281](index=281&type=chunk) [Item 3. Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings.) The company recently settled significant legal matters, including FTC, PAAG, and TCPA class action lawsuits, with millions in penalties - On May 26, 2023, Fluent settled with the FTC, including a **$2.5 million civil penalty** and required business practice changes[285](index=285&type=chunk) - The company settled a telemarketing investigation with the PAAG for **$0.25 million**[258](index=258&type=chunk) - The company contributed **$3.1 million** to a **$9.75 million** settlement for the TCPA class action lawsuit, *Daniel Berman v. Freedom Financial Network*[286](index=286&type=chunk) - A sales and use tax audit with the New York State Department of Taxation and Finance was settled for **$1.7 million** in March 2022[257](index=257&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[259](index=259&type=chunk)[287](index=287&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=38&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's common stock is listed on Nasdaq under "FLNT", with no dividends paid or planned, and no Q4 2023 share repurchases - The company's common stock is listed on The Nasdaq Capital Market under the symbol **"FLNT"**[262](index=262&type=chunk) - The company has not paid dividends and does not intend to in the foreseeable future, partly due to Credit Agreement restrictions[289](index=289&type=chunk) - No shares of the company's common stock were purchased by or on behalf of the company during the **fourth quarter of 2023**[263](index=263&type=chunk)[290](index=290&type=chunk) [Item 6. [Reserved]](index=38&type=section&id=Item%206.%20%5BReserved%5D.) This item is reserved [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) In 2023, Fluent's revenue decreased **17% to $298.4 million**, with a net loss of **$63.2 million**, impacted by macroeconomic headwinds and FTC settlement Key Financial Performance (2023 vs. 2022) | Metric (in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Revenue | $298.4 | $361.1 | | Net Loss | ($63.2) | ($123.3) | | Adjusted EBITDA | $6.8 | $22.7 | - The **17% revenue decrease** in 2023 was driven by a challenging macroeconomic environment, reduced client spending, and FTC Consent Order changes[272](index=272&type=chunk)[347](index=347&type=chunk) - The company implemented a Traffic Quality Initiative and is expanding into new syndicated performance marketplaces to source higher quality media traffic and improve customer acquisition[269](index=269&type=chunk)[270](index=270&type=chunk) - On April 2, 2024, the company entered into a new SLR Credit Agreement, providing a **$20.0 million term loan** and a **$30.0 million revolving credit facility**[396](index=396&type=chunk)[460](index=460&type=chunk) - The company recorded a goodwill impairment charge of **$55.4 million** in 2023, a significant reduction from the **$111.1 million** impairment in 2022[440](index=440&type=chunk) - As of December 31, 2023, cash and cash equivalents were **$15.8 million**, a decrease of **$9.7 million** from the prior year-end[454](index=454&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This information is not required as the company is a "smaller reporting company" - The Company is not required to provide this information as it qualifies as a "smaller reporting company"[480](index=480&type=chunk)[621](index=621&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents the company's audited consolidated financial statements for 2023 and 2022, including the independent auditor's report and notes - This item includes the Consolidated Financial Statements and Notes, along with the report of the independent registered public accounting firm[481](index=481&type=chunk) - The independent auditor, Grant Thornton LLP, issued an opinion that the financial statements present fairly the financial position and results of operations in conformity with U.S. GAAP[529](index=529&type=chunk) [Notes to Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, a **$55.4 million** goodwill impairment, TAPP consolidation, debt refinancing, legal settlements, and deferred tax assets - The company recognized a goodwill impairment charge of **$55.4 million** in 2023, reducing goodwill to **$1.3 million**, following a **$111.1 million** impairment in 2022[402](index=402&type=chunk)[427](index=427&type=chunk) - On April 2, 2024, the company entered into a new credit agreement for a **$20 million term loan** and a **$30 million revolving facility**, replacing its previous facility[396](index=396&type=chunk) - The company settled legal matters with the FTC for **$2.5 million**, the PAAG for **$0.25 million**, and contributed **$3.1 million** to a TCPA class action settlement during 2023[393](index=393&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk) - The company determined that TAPP, an influencer-based business, qualified as a **Variable Interest Entity (VIE)** and consolidated its operations starting January 9, 2023[386](index=386&type=chunk)[387](index=387&type=chunk) - As of December 31, 2023, the company maintained a full valuation allowance of **$14.6 million** against its net deferred tax assets due to uncertainty about their realization[433](index=433&type=chunk)[434](index=434&type=chunk) Segment Revenue (in thousands) | Segment | 2023 Revenue (in thousands) | 2022 Revenue (in thousands) | | :--- | :--- | :--- | | Fluent | $289,083 | $350,789 | | All Other | $9,316 | $10,345 | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=57&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) This item is not applicable to the company - Not applicable[483](index=483&type=chunk)[484](index=484&type=chunk) [Item 9A. Controls and Procedures](index=57&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2023[486](index=486&type=chunk) - Management's assessment, based on the **COSO framework**, concluded that internal control over financial reporting was **effective** as of December 31, 2023[487](index=487&type=chunk) - A previously disclosed **material weakness** in internal control regarding non-routine transactions was **remediated** during the fourth quarter of 2023[489](index=489&type=chunk)[496](index=496&type=chunk) [Item 9B. Other Information](index=58&type=section&id=Item%209B.%20Other%20Information.) This item is not applicable to the company - Not applicable[492](index=492&type=chunk)[499](index=499&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=58&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to the company - Not applicable[493](index=493&type=chunk)[500](index=500&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=59&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[502](index=502&type=chunk) [Item 11. Executive Compensation](index=59&type=section&id=Item%2011.%20Executive%20Compensation.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[503](index=503&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=59&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[504](index=504&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=59&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[505](index=505&type=chunk) [Item 14. Principal Accounting Fees and Services](index=59&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[506](index=506&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=60&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules.) This section lists all documents filed as part of the Form 10-K, including financial statements, schedules, and various exhibits - This item contains a list of all financial statements, schedules, and exhibits filed as part of the Form 10-K[511](index=511&type=chunk)[512](index=512&type=chunk) [Item 16. Form 10-K Summary](index=62&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is not applicable to the company - Not applicable[516](index=516&type=chunk)[517](index=517&type=chunk)

NEW YORK, April 01, 2024 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ:FLNT) announced today that it will report its financial results for the fourth quarter and fiscal year ended December 31, 2023, after the close of the U.S. financial markets on April 2, 2024. Fluent will host a conference call at 4:30 pm ET on the same day to discuss the results. The conference call can be accessed by phone after registering online at Fluent Conference Call or via audio at Audio Registration. The call will also be webcast sim ...

NEW YORK, April 01, 2024 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ: FLNT) announced today that it will report its financial results for the fourth quarter and fiscal year ended December 31, 2023, after the close of the U.S. financial markets on April 2, 2024. Fluent will host a conference call at 4:30 pm ET on the same day to discuss the results. The conference call can be accessed by phone after registering online at Fluent Conference Call or via audio at Audio Registration. The call will also be webcast si ...

NEW YORK, March 21, 2024 (GLOBE NEWSWIRE) -- Fluent Inc., a leader in performance marketing, has selected Fyllo | Semasio, the leading provider of next-gen contextual targeting solutions powered by advanced semantic technology, to launch a contextual advertising solution with Semasio's technology built to ensure consumer privacy. The partnership couples Fluent's first-party survey data sourced exclusively from its owned and operated sites with Semasio's advanced semantic targeting. The combination results i ...

Fluent (FLNT) reported break-even quarterly earnings per share versus the Zacks Consensus Estimate of a loss of $0.03. This compares to loss of $0.01 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 100%. A quarter ago, it was expected that this data and analytics company would post earnings of $0.01 per share when it actually produced a loss of $0.05, delivering a surprise of -600%.Over the last four quarters, the company has ...

Revenue of $72.8 million for Q4 2023 and $298.4 million for FY 2023Net loss of $1.9 million for Q4 2023 and $63.2 million for FY 2023Gross profit (exclusive of depreciation and amortization) of $20.8 million for Q4 2023 and $78.5 million for FY 2023Media margin of $24.1 million for Q4 2023 and $91.3 million for FY 2023Adjusted EBITDA of $2.5 million for Q4 2023 and $6.8 million for FY 2023Adjusted net loss of $0.4 million for Q4 2023 and $7.2 million for FY 2023 NEW YORK, Feb. 29, 2024 (GLOBE NEWSWIRE) -- F ...