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flnt20191115_8k.htm

 

 

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): January 14, 2020

 

 

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 

 

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

 

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))

 

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 January 14, 2020, Fluent, Inc. (the "Company") issued a press release announcing preliminary financial metrics for the fourth quarter and full year ended December 31, 2019. Additionally, the Company is scheduled to present at the 22nd Annual Needham Growth Conference on Wednesday, January 15 at 8:40am Eastern time, and will participate in one-on-one meetings throughout the course of the day. The presentation will be webcast live and archived at http://wsw.com/webcast/needham94/flnt. The Company has made an investor presentation available on the Investor Relations section of its website at http://investors.fluentco.com/. The press release and investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

 

The information included herein and in Exhibit 99.1 and Exhibit 99.2 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

 

 

 
99.1   Press Release, issued January 14, 2020
     
99.2   Investor Presentation

 

 

 
 

 

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.

 

 

 

 

 

January 14, 2020

By:  

/s/ Ryan Schulke

 

 

Name:  

Ryan Schulke 

 

 

Title:  

Chief Executive Officer 

 

 

 

ex_169496.htm

Exhibit 99.1

 

  

Fluent, Inc. Announces Preliminary Financial Metrics for 2019

 

NEW YORK, NY – January 14, 2020 – Fluent, Inc. (NASDAQ: FLNT), a leading data-driven performance marketing company, today announced that it expects to exceed its previously provided guidance for full-year 2019. These expectations are based on preliminary financial data and subject to final reporting and audit procedures. The Company's updated outlook and previously provided guidance are reflected below:

 

Full-Year and Fourth Quarter 2019

 

 

●

Full-year 2019 revenue is now anticipated to be $280.8 - $281.8 million, representing growth of 12% compared to full-year 2018 and an increase from previous guidance of $265 - $267 million. This reflects anticipated fourth quarter revenue of $79.1 - $80.1 million.
 

●

Media Margin is now anticipated to be in the range of $93.0 - $94.0 million, representing an increase from previous guidance of $87 - $88 million. This reflects anticipated fourth quarter Media Margin of $25.7 - $26.7 million.

 

Ryan Schulke, Fluent’s Chief Executive Officer, commented, "The improvement in our core commercial trending we noted in early November gained considerable further traction as the quarter progressed, closing out the year on a particularly strong note. We look forward to discussing our final full-year results in March."

 

As previously announced, the Company is scheduled to present at the 22nd Annual Needham Growth Conference on Wednesday, January 15 at 8:40am Eastern time, and will participate in one-on-one meetings throughout the course of the day. The presentation will be webcast live and archived at http://wsw.com/webcast/needham94/flnt. Additionally, the Company has made an investor presentation available on the Investor Relations section of its website at http://investors.fluentco.com/.

 

Definitions of Non-GAAP Financial Measures

 

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.

 

About Fluent, Inc.

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

 
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; failure to safeguard the personal information and other data contained in our database; failure to compete effectively against other online marketing and advertising companies; dependence on third-party publishers, internet search providers and social media platforms for a significant portion of visitors to our websites; dependence on our key personnel; dependence on emails, text messages and telephone calls, among other channels, to reach users for marketing purposes; competition we face for web traffic; 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; 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 of online interactions from computers to mobile devices; dependence on third-party service providers; management of the growth of our operations, including the integration of the AdParlor business and other acquired business units or personnel; management of unfavorable publicity and negative public perception about our industry; failure to meet our clients’ performance metrics or changing needs; failure to detect click-through or other fraud on advertisements; achievement of some or all of the benefits that we expect to achieve as a stand-alone company; failure to adequately protect intellectual property rights, or allegations of infringement of intellectual property rights; 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, 2018 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.

 

 

Contact Information: 
Investor Relations

Fluent, Inc.

(917) 310-2070

InvestorRelations@fluentco.com

 

 

 

 

 

 

 

Image Exhibit

Exhibit 99.2