Good afternoon, and welcome. Thank you for joining us to discuss our fourth quarter 2023 earnings results. With me today are Fluent's CEO, Don Patrick; Interim CFO, Ryan Perfit; and Chief Strategy Officer, Ryan Schulke. .

Our call today will begin with comments from Don and Ryan Perfit, followed by a question-and-answer session. I would like to remind you that this call is being webcast live and recorded. A replay of the event will be available following the call on our website. .

To access the webcast, please visit our Investor Relations page on our website, www.fluentco.com.

Before we begin, I would like to advise listeners that certain information discussed by management during this conference call will contain forward-looking statements covered under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements made during this call speak only as of the date hereof. .

Actual results could differ materially from those stated or implied by our forward-looking statements due to risks and uncertainties associated with the company's business. These statements may be identified by words such as expects, plans, projects, could, will, estimates and other words of similar meaning.

The company undertakes no obligation to update the information provided on this call.

For a discussion of the risks and uncertainties associated with Fluent's business, we encourage you to review the company's filings with the Securities and Exchange Commission, including the company's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. .

During the call, management will also present certain non-GAAP financial information relating to media margin, adjusted EBITDA and adjusted net income. Management evaluates the financial performance of our business on a variety of indicators, including these non-GAAP metrics.

The definition of these metrics and reconciliations to the most directly comparable GAAP financial measure are provided in the earnings press release issued earlier today. .

With that, I'm pleased to introduce Fluent's CEO, Don Patrick. .

Good afternoon. Thank you all for joining our call today. I'm here together with Ryan Schulke, our Chief Strategy Officer, Chairman of the Board and company Founder; and Ryan Perfit, our Chief Financial Officer.

I'll make some brief comments about our 2023 annual and fourth quarter results that reflect the strategic pivot we are making in evolving our 2024 growth strategies, along with the measured progress we continue to make while further reinforcing our commitment and confidence in validating Fluent as the industry leader in performance marketing. .

Over the past decade, we've earned a leadership position in our owned and operated marketplaces that we can now better leverage as a competitive advantage. Our strategic plan is purposely designed to maintain this industry status, albeit growing our core more modestly.

Our foundational strength in the owned and operated marketplaces provide us valuable access to consumers, where we built meaningful relationships that are very attractive to our world-class brand partners.

In Fluent's performance pricing model provides our partners with a differentiated marketplace that meets their customer acquisition growth needs while being economically aligned with their goals.

Succinctly stated, our leading-edge go-to-market capabilities, coupled with a proprietary technology platform have enabled us to springboard into new, high-volume, high-growth syndicated performance marketplaces that we believe represent the long-term fluent runways. .

At the core, we are expanding our ability to connect our clients with consumers who demand higher quality interaction and engagement. And based on the direct feedback from the consumers we are serving, along with the enthusiastic response from our clients, we are confident, we are elevating Fluent's brand equity position within the industry.

So we've invested aggressively in our new performance marketplaces as indicated throughout 2023, we are pleased with the strategic and financial progress we are making. .

In 2024, we will continue to lean in, further validate our course via growing market share which is a direct reflection on the consumer value proposition we are delivering.

Moving forward, our plan is to accelerate our investment and effort growing our emerging businesses by greater than 50% in 2024, which should have Fluent returning to year-over-year growth in the second half.

Importantly, as we enhance our market position, we are confident that we will begin growing our gross profit more rapidly than our revenue in the back half of the year. .

revenue of $298.4 million, which represents a top line decline of 17% versus 2022. .

These results driven primarily by the impacts of our FTC settlement and our related strategic and financial decisions to forgo certain revenue streams that we felt were no longer strategic compelling or did not meet our evolving quality standards.

Results were further compounded by the macroeconomic headwinds that had our advertiser clients shifting their customer acquisition strategies from growth to clear prioritization on return on ad spend. $91.3 million of media margin, a decrease of 17% versus 2022.

At 30.6% of revenue, we managed the business mix to keep gross margin percentage flat year-over-year. .

We saw margin dollars decline from a softer pricing across our owned and operated marketplaces which is consistent with the softness within the entire digital advertising industry. $6.8 million of adjusted EBITDA, a decline of 70% year-over-year at 2.3% of revenue.

This reflects both our ongoing strategic investments and what we see as our sustainable growth agenda as well as the impact of additional quality initiatives we implemented during the first 3 quarters. .

revenue was $72.8 million represents a 10% increase sequentially over Q3, driven by more modest decline in our owned and operated marketplaces with our new performance marketplace continued to accelerate with double-digit growth. .

Our media margin of $24.1 million was a 25% sequential increase over Q3.

At 33.1% of revenue, we saw margin increase from, one, our owned and operated marketplace is showing stability with sequential margin increases from stronger pricing, primarily in the gaming sector as well as, two, a larger mix of our higher-margin performance marketplaces revenue.

Adjusted EBITDA was $2.5 million, representing 3.4% of revenue reflecting our ongoing strategic investments in our growth agenda. .

Relative to Fluent's historical performance, 2023 was a difficult year financially and our strategic decisions recognize that our owned and operated marketplaces stabilization challenges will continue through the first half of 2024.

But we entered 2024 with strategic clarity and momentum along with a sound financial plan that will further crystallize as we move into the second half. .

one, the residual impact of exiting our nonstrategic businesses, which won't be fully cycled through until the second half; and two, our new performance marketplaces, which, while still growing aggressively year-over-year, will have sequential quarterly declines based on the high seasonality of the verticals we presently serve.

Currently, our performance marketplaces have opened the door for us to establish vertical expertise in health, retail and ticketing. And those businesses are more seasonal than our owned and operated marketplaces. .

Regardless, we will grow market share, which will have Fluent returning to year-over-year growth in the second half of 2024 at or above industry growth rates.

We also continue to see a more modest decline in our owned and operated marketplaces with margins improving through our focus on higher-quality consumer engagements while strategically expanding our media footprint.

While we still have more work to do in the first half of 2024, we are pleased with our progress as existing brand partners are leaning further in, while we are concurrently on-boarding major new brands to the Fluent family. .

These are brands that we can expand onto our performance marketplace platform as we build those strategic partnerships. One upside example of our owned and operated marketplace success is with our newer and emerging influencer platform.

Our influencer business continued to experience significant double-digit growth year-over-year, and we are presently building and leveraging this media channel to support Fluent's owned and operated marketplaces.

Consistent with our test-and-learn culture, we are putting the operating strategies and metrics in place to grow this business faster than the market while being keenly focused on building competitive market advantage. .

As previously stated, we are also encouraged by our strong double-digit growth in our performance marketplaces, primarily driven by AdFlow and call solutions.

In fiscal year 2024, we expect both businesses to continue to scale, become more meaningful bottom line contributors further validating our strategic path while also enhancing our financial results. AdFlow, our Commerce Media Solution tripled quarterly revenue in Q4 sequentially from Q3.

Driven by new partner wins and a favorable seasonality in the ticketing and retail verticals, markets that are multibillion dollars in size. .

Our foundational strategies in these dynamic marketplaces have yielded excellent results and represent a new opportunity for world-class brands to reach consumers seeking higher quality engagement at the optimal purchase moment.

Our 2024 growth agenda will be enabled by leveraging our proprietary technology, machine learning and data platform capabilities that will provide us with a broader brand partner access as we scale.

We are quite enthusiastic about our major strategic investment we are making in this exciting business based on the additional verticals we plan on entering that when coupled with the longer-term return on investment of the AdFlow solution, will positively impact enterprise value. .

We are also earning a credible market position in our call solutions business where we have successfully launched a new extension of our health vertical focused on the Affordable Care Act market, ACA. Our new platform capabilities allow us to connect our consumers directly to health care insurance providers as new policyholders.

This deepens our relationship with consumers by bringing them further down the marketing funnel as we meet their definitive needs while concurrently building stronger strategic relationship with world-class health care brands that consumers trust. .

In Q4, we successfully launched and scaled our ACA business to prove out the operating model and establish our financial metrics. With these core success metrics in place, we will continue to scale our vertical market expansion by growing the existing partners and adding new partners in 2024.

ACA is a high sequential growth opportunity where we believe Fluent can differentiate ourselves within a highly fragmented market. We find this as an attractive strategic opportunity given the margin potential exceeds Fluent's core.

The growth of these 3 new emerging businesses, AdFlow, Influencer and Call solutions continues to validate our strategic course while demonstrating our commitment to higher-quality consumer engagement that enhances Fluent's total value proposition for consumers, for our clients and for our shareholders. .

one, we made the appropriate financial decisions to exit nonstrategic businesses; two, we began repositioning our owned and operated marketplaces as a foundational building block that will enhance our new quality-centric performance marketplace solutions that are the core to the longer-term strategic growth agenda; and three, we believe we are establishing market credentials.

And as we scale these performance marketplaces, will allow us to expand our margins as soon as the second half of 2024. .

We will continue to make strategic bets and investments in building higher quality digital experiences for consumers we are creating more effective and sustainable customer acquisition solutions for our clients. This is our winning course.

We are also confident that the fundamentals we've put in place over the last fiscal year will pay longer-term strategic and financial dividends. And with that, I'll turn it over to Ryan Perfit to provide more details on our financial results. .

Thank you, Don. And thanks to everyone for joining us today. I'll now provide some additional color on our Q4 and full year 2023 earnings. In Q4, we generated $72.8 million in revenue, down 14% from prior year, but up 10% sequentially from Q3. For the full year, the company produced $298.4 million in revenue, a 17% decrease from 2022. .

The sequential increase was driven by the growth of our new syndicated performance marketplaces and was bolstered by an expected rebound from the gaming sector of the media and entertainment industry, and the subscription sector of the retail and consumer industry.

Partially offsetting the gains was a seasonal decline in the streaming services sector. Year-over-year macroeconomic headwinds and the exit of nonstrategic business drove declines across almost all industry verticals. .

Given continued headwinds and expected seasonality during the first 2 quarters of the year, we expect sequential and quarter over same quarter growth challenges into mid-2024.

For the full year, we believe that a better macroeconomic environment will allow for moderate sequential growth in our owned and operated marketplaces while our new performance marketplaces continue to grow at strong double-digit rates year-over-year. .

In Q4, media margin was $24.1 million, which represents 33.1% of revenue and year-over-year and sequential increases of 2% and 25%, respectively. For full year 2023, our media margin of $91.3 million represents 30.6% of revenue and a 17% decline from 2022.

The quarterly increases in media margin and media margin as a percentage of revenue were both in effect of the previously mentioned growth of our new performance marketplaces and client spend in flux helped further by a lower cost of media in the owned and operated marketplaces. .

For the full year, the decline in media margin was strictly a function of declining revenue as media margin as a percentage of revenue remained virtually flat. On a GAAP basis, our aggregate operating expenses for Q4 were $19.9 million, and $8.4 million decrease year-over-year.

For full year 2023, our aggregate operating expenses were $72.4 million, a $16.5 million decrease from full year 2022. .

Of note, our G&A expenses in Q4 includes a benefit of $329,000 for specific litigation and related costs comprised largely of insurance reimbursements related to the FTC settlement. For the full year, G&A includes $6.3 million net benefit from specific litigation and related costs.

The G&A line also includes accrued compensation expenses related to the Winopoly, True North [ untapped ] acquisitions of $1 million and $2.7 million for the 3 and 12 months ended December 31, respectively. .

These costs and benefits fall outside the normal course of business and thus are excluded from our adjusted EBITDA calculation.

As detailed in our prior 10-Q filings, the company determined that the drop in our market cap, coupled with our performance during the first and third quarters of 2023 represented triggering events for an indication of impairment of goodwill. .

Based on analysis, the company recorded noncash impairment charges to goodwill of an aggregate $55.4 million for the full year 2023. And as a result, an immaterial amount of goodwill remained on the balance sheet at year-end.

The noncash impairment charges associated with the acquisition of the Fluent operating business in 2015 and the acquisition of AdParlor in 2019 are excluded from our adjusted EBITDA and have no impact on our operations or liquidity. .

The company determined that there was no triggering event indicating impairment of long-lived intangibles in the fourth quarter. Our Q4 adjusted EBITDA was $2.5 million, representing 3.4% of revenue, a year-over-year decrease of $179,000 and a sequential increase from Q3 of $4.2 million.

For the full year ended December 31, 2023, adjusted EBITDA of $6.8 million represents 2.3% of revenue and a $15.9 million decline from 2022. .

In 2024, we expect media margin growth in the second half, driven by our new performance marketplaces to push adjusted EBITDA as a percentage of revenue into the high single digits.

The company cannot provide a reconciliation to expected net income or net loss for 2024 due to the unknown effect, timing and potential significance of certain operating costs and expenses share-based compensation expense and the provision for or benefit from income taxes. .

Interest expense in the fourth quarter increased over prior year by $150,000 to $784,000 as an effect of increased interest rates. For full year 2023, interest expense increased $1.2 million to $3.2 million, also in effect of increased rates.

For the quarter, the provision for income taxes was a benefit of $667,000 for the full year, the provision was a benefit of $116,000. .

For the fourth quarter, we reported a net loss of $1.9 million and an adjusted net loss of non-GAAP measure of $386,000, equivalent to a loss of $0.00 per share. For the full year, our net loss stands to $63.2 million, with an adjusted net loss of $7.2 million, equivalent to a loss of $0.09 per share. Moving to the balance sheet.

We ended the quarter with $15.8 million in cash and cash equivalents a $4.7 million decline from September 30, 2023, and a $9.7 million decline from December 31, 2022. .

Total debt as reflected on the balance sheet as of December 31, 2023, was $30.5 million, representing a $9.7 million reduction as compared to the balance at December 31, 2022. As of December 31, 2023, the company was operating under a waiver agreement with Citizens Bank that was extended until April 30, 2024.

And on April 2, we entered into a credit agreement with SLR Credit Solutions that provides for a $20 million term loan and a revolving credit facility of up to $30 million that matures on April 2, 2029. .

The SLR credit facility has an opening outstanding principal balance of $32.7 million, and we used $30 million of the proceeds to repay our prior credit facility with Citizens Bank. We may voluntarily prepay the term loan in whole or in part at any time, subject to a premium within the first 3 years.

There is no principal amortization prior to the maturity under the agreement. Borrowings under the agreement bear interest rate equal to 3-month term over plus 5.25% applicable margin. The applicable margin will be reduced to 5% once our fixed charge coverage ratio is greater than 1.1.

We believe the cash availability and increased flexibility the new credit facility provides will be beneficial to the growth of the business over the next 12 months and beyond. .

Working capital, defined as current assets minus current liabilities, was $29.2 million at the end of the quarter, an increase of $24.3 million from September 30, 2023, and due to the presentation of the entire $32.5 million debt balance as current.

As a result of the SLR credit facility, noncurrent debt is presented as long term on the December 31, 2023 balance sheet. In Q4, we invested $1.7 million into capitalized product development and technology as compared to $1.1 million in Q4 of 2022. .

For full year 2023, the company capitalized $5.8 million in product development and technology versus $4.4 million for full year 2022.

As we look into 2024, the management team continues to focus on the stabilization of our owned and operated marketplaces, while we continue to grow the new syndicated performance marketplaces that provide our clients with high-quality customer acquisition opportunities. .

We're confident that our growth strategy will produce substantial long-term financial benefits in 2024 and beyond. We appreciate your ongoing support. We are happy to take questions at this time. .

[Operator Instructions] Our first question will come from the line of Maria Ripps with Canaccord. .

Is there any color maybe you can share around sort of the broader advertising market and maybe the tone of conversations that you're having with some of your core clients. Just trying to see how much visibility you sort of have at this point in terms of how the rest of the year could play out.

And then given that technically we were ready in the second quarter, any color you can share on sort of key operating dynamics in Q1. .

Maria. Thank you for the question. Our conversations with our clients and our advertisers have been similar over the last year, they've been bullish around things sort of 2 quarters out, but has continued to take a measured approach to digital marketing, focusing primarily on return on ad spend.

So although they are more bullish a couple of quarters out in their actions and their -- and what they're doing on the current interim purpose is much more continued focus on return on ad spend in a shorter payback period. .

The clients, we are seeing leading in, are really providing more consumer transparency that we've talked about before. We're sharing data past the transaction event with us to provide more insights for us to drive back in to our media to drive better meeting those best clients that we have are primarily in the gaming industry.

They're the most active there. We continue to grow aggressively with them. We're also seeing it in some clients around the financial services that in helps.

The verticals we keep seeing fairly conservative approach to is obviously streaming services, which has historically been a large vertical for us, but they have a fair amount of industry competitive headwinds that we work through. .

Additionally, I think the other thing that we're seeing, which is interesting is that advertisers are really prioritizing retention metrics and solution providers that can drive loyalty. So we are expanding our market solutions in this there with advertisers, and we look forward to talking about that and our progress there in the future.

Your second question was just around visibility in Q1 and Q2.

Is that right, Maria?.

Yes, yes.

So the broader visibility kind of around spending going forward and then just sort of anything to highlight about Q1?.

Yes. So we -- as we outlined in the earnings release, we continue to -- our owned and our operated marketplaces are certainly stable and healthy from a consumer and advertiser perspective. But from a financial perspective, we continue to see some headwinds around what we talked about 2 primarily ones.

One is around some of the businesses based on our FTC settlement that we had to exit for clients that we had to exit. .

And then the second thing we're seeing is that the vast majority of our competitors are not adopting sort of our new industry-leading standards and compliance standards. We saw a positive movement in the competitors in Q3 after a settlement, where we've seen people -- most of our competitors go back to old practices.

So obviously, we're playing a little bit on an uneven playing field in the owned and operated marketplaces. We continue to lean into quality there. We continue to drive better ROAS and compete from a quality perspective rather than on a growth perspective. .

And we're very comfortable taking the leadership position here on -- across the industry in compliance because it is going to level up. It's just a matter of when. And when it does, we will be in a great position in which to get back more market share and growth.

The performance marketplaces that we've outlined, Maria, we're very excited about the growth and the growth year-over-year, but we do have more seasonal businesses currently at the moment as compared to owned and operated because of the focus on health and retail and ticketing. .

So we'll see less -- we'll see continued decline year-over-year revenue for Q1 and Q2. And then we'll see that flip in the second half for 2 reasons. One is we'll have -- we'll made progress around the continued growth in the marketplaces and the second is we'll have tailwinds along with the seasonality as we go into the later part of Q3 and into Q4. .

Got it. That's very helpful. And then I appreciate all the color around sort of your growth initiatives. I guess, what are some sort of key operational milestones that you kind of need to achieve another as this business is a sort of scale here. And I believe you said that you expect to reach 50% growth this year from these initiatives.

Are you still sort of on target to generate $150 million in revenue over the next couple of years kind of from these growth initiatives?.

Yes. Thanks, Maria. So the operational metrics each one is different, as you can imagine, Maria, our owned and operated marketplaces fuel these other adjacent marketplaces.

So we're either leveraging our technology, we're expanding our client relationships where we're bringing more meaningful consumer experiences from our owned and operated into the other ones. So I'll kind of take it one at a time try not to get into detail for you. .

The AdFlow piece, we are very excited about the ability -- the technology platform in the ad tech that we built on top of our owned and operated marketplace and technology and the type of monetization that we're seeing and the type of advertisers that are leaning in from a -- we have high-quality consumers on our owned and operated marketplaces.

But in AdFlow, this is post transaction. This is right after someone has purchased right before you get the confirmation take, and this is the optimal purchase moment. .

So our advertisers, our world-class advertisers are leaning in and obviously you're bidding up for those and they're willing to pay more for those consumers because they're more valuable because they've already bought something. They're in that purchase moment. So we're very happy around the technology side.

We're very happy around the monetization piece of that business. It now becomes -- the main metric we're really looking at is how is continue to bring on new partners and new supply partners into that marketplace. .

We added 5 in Q1, and we'll talk about Q2 in terms of -- Q1 and Q2 in terms of how we feel that pipeline is growing. We have a great pipeline, excited by that.

On the call solutions side, it's less about sort of the demand side we have the demand, and we have the -- especially the health care providers that are leaning in and looking for it, it comes more from a -- can we get the right supply can we get it at the right quality in order to work.

So our focus for the next sort of Q1 and Q2 will be more on the supply side. And the last one, the influencer, there it is -- as you know, it's a phenomenal channel. .

It's large $16 billion. It's growing 30% over 50% consumers look for the influence's opinion where they make marketing decisions. It's more about how do we build and curate the right type influencers in order to build the right consumer that can be driven to our properties and eventually to the third-party properties. Thank you, Maria. .

Our next question comes from the line of Bill Dezellem with Tieton Capital Management. .

The line broke up was that for Bill Dezellem?.

Yes. .

I'd like to follow-up, Don, on your comment relative to competitors that they had adjusted towards some of the new rules that the FTC has put on the industry back in Q3 and but then that they have regressed since.

Did I hear you correctly, first of all?.

Yes, you did. Bill. Thank you. .

Yes. Thank you. So I'm just thinking out loud here, that seems like a very risky proposition to me if I am a competitor because essentially, they are signaling to the FTC if they heard the message and now are willfully deciding that they are not going to comply which seems like that would put them at much greater risk for the future.

Are you reading the tea leaves the same way I am? Or is there another twist to this riddle?.

Thank you for your question. I'll answer it from a Fluent perspective because it's hard to answer it for all the competitors, right? We obviously decided to take a leading -- industry-leading position and lead with compliance even before our settlement with the FTC.

So from our perspective, we thought that it was not only the right thing to do for sustainability purposes and build a more sustainable business and more valuable business. We also knew that the higher quality road would lead to better and more deeper relationships with our clients. .

And that clearly has proven out for us when we look at these new performance marketplaces that we're going after.

So we clearly decided to take that road in the third piece is fortunately or unfortunately, the industry is going to continue to have strong compliance headwinds and the FTC when they announced our settlement with us, said this is the beginning, not the end. So, we feel comfortable in our position in terms of continuing to lead it.

We feel there'll be long-term dividends. But when you look immediately immediate term, we -- when we sat down and talked specifically in the earnings release around Q3, we thought that we'd start to see some different actions in Q1, and we've not seen that. .

So even from our perspective, we thought it was the right thing to do from a business perspective. And regarding our competition and the risk that they take, I would assume having gone through this with the FTC, there's a fair amount of risk that they would have. .

Yes. Yes, if I put myself in the shoes of the FTC that seems like that would be shooting fish in a barrel if someone complied and then chose to uncomply, if you will. .

That's right. Yes. .

So let me ask you to circle back with a little bit more detail to the prior questioner had asked about the first quarter. You have stated that the Q1 will be down from last year as you continue to face headwinds.

Would you please bracket the range of revenue decline that you are anticipating in the first quarter? And then, gosh, if you would feel compelled, it would be really helpful relative to what you're thinking that bracketed range would be in the second quarter also. .

So as you know, Bill, we don't give guidance. So I think the type of decline in revenue that you've seen sort of in Q4 and also in Q3, we expect to be within that sort of range moving in sort of Q1 and Q2. We continue to think that the decline will lessen in Q1 and as we go into Q2. But obviously, we have 2 things that we're fighting against.

One is businesses that we've exited because of the settlement that will cycle through and we'll be -- we'll have, for the most part, cycled through June. .

And the second piece is just around the growth of those new marketplaces and the seasonality of those in terms of how we go through it. .

[Operator Instructions] We're showing no further questions in queue at this time. I'd like to turn the call back to Don Patrick for closing remarks. .

Great. Thank you for attending our Q4 earnings call and your continued support of Fluent. We look forward to updating you on our exciting strategic pivot and progress against our growth agenda throughout the rest of this year. So thank you for joining. .

This concludes today's conference call. Thank you for participating. You may now disconnect..