[8-K] Fluent, Inc. Reports Material Event
Fluent, Inc. reported unaudited Q4 and full-year 2025 results that highlight a strategic shift toward its Commerce Media Solutions business. Q4 2025 revenue was $61.8 million, with full-year 2025 revenue of $208.8 million, down from $254.6 million in 2024.
Commerce Media Solutions drove growth, with Q4 2025 revenue of $34.7 million, up 101% from $17.2 million in Q4 2024 and representing 56% of consolidated revenue. Commerce media annual revenue run rate now exceeds $105 million with a 30% media margin.
Q4 net loss was $4.1 million, while full-year net loss was $27.2 million, modestly improved versus 2024. Adjusted EBITDA turned slightly positive in Q4 at $0.2 million but was negative $9.0 million for 2025. Management expects double-digit consolidated revenue growth on continuing operations and improved adjusted EBITDA in 2026.
Positive
- None.
Negative
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Insights
Fluent is pivoting successfully toward commerce media growth but still posting GAAP losses and lower margins overall.
Fluent is reshaping its business around Commerce Media Solutions, which delivered Q4 2025 revenue of
At the consolidated level, 2025 revenue declined to
Profitability remains a concern: net loss was
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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The
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Exhibit No.
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Description
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99.1
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Press release, dated March 9, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Fluent, Inc.
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March 9, 2026
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By:
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/s/ Donald Patrick
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Name:
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Donald Patrick
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Title:
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Chief Executive Officer
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Exhibit 99.1
Fluent Announces Unaudited Fourth Quarter and Full-Year 2025 Financial Results; Commerce Media Solutions Revenue Run Rate Exceeds $105 Million and Represents 56% of Consolidated Enterprise Revenue
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Revenue of $61.8 million for Q4 2025 and $208.8 million for FY 2025 |
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Q4 2025 Commerce Media Solutions revenue grew 101% to $34.7 million (56% of consolidated revenue) from $17.2 million (26% of revenue) in Q4 2024 with gross profit margin (exclusive of depreciation and amortization) of 33% in Q4 2025 compared to 30% for the consolidated business |
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Commerce Media Solutions annual revenue run rate now exceeds $105 million, with media margin of 30% reflecting a sequential improvement of $20 million and five basis points, respectively, compared to Q3 2025 |
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Expect double-digit revenue growth on aggregate continuing business and adjusted EBITDA improvement for full year 2026 |
New York, NY – March 9, 2026 – Fluent, Inc. (NASDAQ: FLNT), a commerce media solutions company, today reported unaudited results for the fourth quarter and fiscal year ended December 31, 2025. These results are preliminary and subject to ongoing audit procedures.
Donald Patrick, Fluent’s Chief Executive Officer, commented, “Fourth quarter results demonstrated the continued momentum of Commerce Media Solutions, which grew 101% year-over-year and represented 56% of consolidated revenue, up from 26% in the prior year period. We achieved positive adjusted EBITDA in the quarter, a milestone that reflects both the progress of our strategic pivot to commerce media and our focus on expense discipline.
Mr. Patrick continued, “During 2025 we added several high-profile partners, including Authentic Brands Group, a leading sports, lifestyle, and entertainment brand owner, with a portfolio that generates more than $32 billion in global annual retail sales. We also partnered with Rebuy to launch Rebuy Monetize powered by Fluent, bringing our AI-powered advertiser marketplace to merchants on the Shopify platform. Our new business pipeline is strong, and we look forward to announcing additional partnerships in 2026.
“We also took decisive steps to strengthen our financial position and sharpen our strategic focus. In August, we closed a $10.3 million private placement that improved our liquidity and introduced new institutional shareholders. And in November we entered into a new financing agreement that provides greater borrowing flexibility. Additionally, subsequent to the close of the fourth quarter, we completed the sale of our Call Solutions subsidiary, allowing us to reallocate resources to the growth of Commerce Media Solutions.
“As we enter 2026, we are focused on scaling Commerce Media Solutions across new verticals and returning gross margins into the mid-twenties as our newer partnerships and placements mature. We expect to deliver a financial trendline shift to double-digit consolidated revenue growth on a continuing operations basis, and improved full year adjusted EBITDA,” Mr. Patrick concluded.
Fourth Quarter Highlights (Unaudited)
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Revenue of $61.8 million, a decrease of 5.5% compared to $65.4 million in Q4 2024 |
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Owned and Operated revenue decreased 44% to $21.3 million compared to $38.2 million in Q4 2024 as the Company continued its shift in focus and revenue mix to Commerce Media Solutions |
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Commerce Media Solutions revenue increased 101% to $34.7 million compared to $17.2 million in Q4 2024 |
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Net loss of $4.1 million, or $0.13 per share, compared to net loss of $3.4 million, or $0.19 per share, for Q4 2024 |
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Gross profit (exclusive of depreciation and amortization) of $18.7 million, an increase of 34.1% over Q4 2024 and representing 30% of revenue. Commerce Media Solutions business reported gross profit (exclusive of depreciation and amortization) of $11.3 million, representing 33% of revenue, for Q4 2025, down from 39% of revenue in Q4 2024. Gross profit (exclusive of depreciation and amortization) was positively affected by a one-time non-media revenue adjustment of $4.3 million in connection with an early termination settlement agreement with a commerce media partner. |
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Media margin of $19.1 million, an increase of 15.6% over Q4 2024 and representing 30.9% of revenue. Commerce Media Solutions business reported media margins of 30.0% for Q4 2025, down from 39.3% in Q4 2024. |
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Adjusted EBITDA of $0.2 million, an increase of $1.9 million compared to Q4 2024 and representing 0.3% of revenue |
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Adjusted net loss of $2.8 million, or $0.09 per share, compared to adjusted net loss of $3.3 million, or $0.18 per share, for Q4 2024 |
Full-Year 2025 Highlights (Unaudited)
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Revenue of $208.8 million, a decrease of 18.0% compared to $254.6 million in 2024 |
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Owned and Operated revenue decreased 44% to $94.5 million compared to $168.4 million in 2024 as the Company executed its shift in focus and revenue mix to Commerce Media Solutions |
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Commerce Media Solutions revenue increased 99% to $82.3 million compared to $41.3 million in 2024 |
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Net loss of $27.2 million, or $1.05 per share, compared to net loss of $29.3 million, or $1.80 per share, for the prior year. |
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Gross profit (exclusive of depreciation and amortization) of $51.2 million, a decrease of 15.7% over 2024 and representing 25% of revenue. Commerce Media Solutions business reported gross profit (exclusive of depreciation and amortization) of $21.1 million, representing 26% of revenue, for the twelve months ended December 31, 2025, down from 35% of revenue, for the twelve months ended December 31, 2024. Gross profit (exclusive of depreciation and amortization) was positively affected in the 2025 period by an aggregate of $4.3 million in connection with the one-time termination settlement agreement described above. |
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Media margin of $57.6 million, a decrease of 20.6% over prior year and representing 27.6% of revenue. Commerce Media Solutions business reported media margins of 26.0% for 2025, down from 35.1% for 2024 |
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Adjusted EBITDA of negative $9.0 million, a decrease of $3.4 million compared to 2024 and representing 4.3% of revenue |
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Adjusted net loss of $21.8 million, or $0.84 per share, compared to adjusted net loss of $18.5 million, or $1.14 per share, for the prior year |
Media margin, adjusted EBITDA, and adjusted net income (loss) are non-GAAP financial measures, as defined and reconciled below.
Business Outlook & Goals
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Accelerate growth through expansion of Fluent’s commerce media partner network by adding top-tier partners across new verticals including travel, lifestyle, and home services, building on the momentum of partnerships signed in 2025. |
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Improve Commerce Media Solutions gross margins by leveraging AI capabilities, proprietary first-party data, and 15-year leadership position at the forefront of customer acquisition to increase monetization of commerce media placements, with the target of returning gross margin to the mid-twenties. |
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Drive consolidated revenue growth and improved profitability. Given current visibility, the Company expects full-year double-digit consolidated revenue growth on aggregate continuing business basis and improved full-year adjusted EBITDA improvement in 2026. |
Conference Call
Fluent, Inc. will host a conference call on Monday, March 9, 2026, at 4:30 PM ET to discuss its 2025 fourth quarter and full-year financial results. The conference call can be accessed by phone after registering online at https://register-conf.media-server.com/register/BId7dadf004e5246718d831220a965dcd6. The call will also be webcast simultaneously on the Fluent website at https://investors.fluentco.com/. Following the 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 connect via https://edge.media-server.com/mmc/p/t5n7v99p. The replay will be available for one year, via the Fluent website https://investors.fluentco.com.
About Fluent, Inc.
Fluent, Inc. (NASDAQ: FLNT) is a commerce media solutions provider connecting top-tier brands with highly engaged consumers. Leveraging exclusive ad inventory, robust first-party data, and proprietary machine learning, Fluent unlocks additional revenue streams for partners and empowers advertisers to acquire their most valuable customers at scale. Founded in 2010, Fluent uses its deep expertise in performance marketing to drive monetization and increase engagement at key touchpoints across the customer journey. For more insights visit http://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:
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Ability to operate in a competitive, rapidly changing and highly regulated industry, which makes it difficult to evaluate our business and prospects; |
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Dependence on the gaming industry; |
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Unfavorable publicity and negative public perception about the digital marketing industry; |
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A sudden reduction in online marketing spend by our clients, a loss of clients or lower advertising yields; |
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Credit risk from certain clients; |
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Our relative inexperience in the post-transaction commerce media business, which is currently dominated by a major player; |
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Our need to continue investing in technology for our Commerce Media Solutions business; |
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Our competitive disadvantage due to our more selective approach to traffic sources; |
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A decline in the supply of media available to us through third parties or an increase in the price of such media; |
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Majority of users access media through mobile devices making us dependent on mobile platforms and system providers; |
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Potential loss of competitiveness due to limitations in our mobile application and CRM dependence; |
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Challenges scaling infrastructure and products to support growth while maintaining profitability; |
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Global economic or political instability, including the potential impact of tariffs, inflation, interest rates, military conflicts and other geopolitical developments, including the ongoing military conflicts in the Middle East; |
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Challenges managing the complexity of our international operations and workforce; |
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Strategic alternatives that could complicate operations or divert management's attention; |
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Dependence on our key personnel and ability to attract or retain employees; |
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Dependence upon third-party service providers and potential liability related to their actions or platform malfunctions; |
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Compliance with a significant number of governmental laws and regulations, including those regarding telemarketing, email marketing, text messaging, privacy, and data protection; |
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The outcome of litigation, regulatory investigations, or other legal proceedings in which we are involved or may become involved, or in which our clients or competitors are involved; |
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Potential sales and use taxes and other taxes on our business; |
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Our actual or perceived failure to safeguard any personal information or user privacy; |
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Failure to adequately protect intellectual property rights or allegations of infringement of intellectual property rights; |
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Potential liability or expenses for legal claims based on the nature and content of the materials we create or distribute, including those provided by third parties, as a creator and a distributor of digital media content; |
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Our potential access to additional capital in the future may be limited or unavailable on acceptable terms; |
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Ability to maintain listing of our securities on The Nasdaq Capital Market; |
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Volatility of our stock price and impact on our investors; |
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Potential dilutive effect of any future issuances of shares of our common stock; |
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Lack of cash dividends for the foreseeable future; and |
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Status of a smaller reporting company and non-accelerated filer, which involves certain reduced governance and disclosure requirements. |
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, 2025 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, except as required by law.
FLUENT, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
(unaudited)
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December 31, 2025 |
December 31, 2024 |
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ASSETS: |
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Cash and cash equivalents |
$ | 12,935 | $ | 9,439 | ||||
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Accounts receivable, net of allowance for credit losses of $163 and $487, respectively |
46,735 | 46,532 | ||||||
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Prepaid expenses and other current assets |
7,799 | 8,729 | ||||||
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Current restricted cash |
— | 1,255 | ||||||
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Total current assets |
67,469 | 65,955 | ||||||
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Non-current restricted cash |
710 | — | ||||||
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Property and equipment, net |
104 | 304 | ||||||
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Operating lease right-of-use assets |
2,859 | 1,570 | ||||||
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Intangible assets, net |
17,276 | 21,797 | ||||||
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Other non-current assets |
715 | 3,991 | ||||||
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Total assets |
$ | 89,133 | $ | 93,617 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY: |
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Accounts payable |
$ | 7,200 | $ | 8,776 | ||||
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Accrued expenses and other current liabilities |
25,163 | 21,905 | ||||||
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Deferred revenue |
721 | 556 | ||||||
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Short-term debt, net |
30,846 | 31,609 | ||||||
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Current portion of operating lease liability |
1,104 | 1,836 | ||||||
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Total current liabilities |
65,034 | 64,682 | ||||||
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Long-term debt, net |
— | 250 | ||||||
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Convertible Notes, at fair value with related parties |
3,734 | 3,720 | ||||||
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Operating lease liability, net |
1,985 | 9 | ||||||
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Other non-current liabilities |
168 | 1 | ||||||
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Total liabilities |
70,921 | 68,662 | ||||||
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Contingencies |
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Shareholders' equity: |
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Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods |
— | — | ||||||
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Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 30,404,779 and 20,791,431, respectively; and Shares outstanding — 29,636,184 and 20,022,836, respectively |
53 | 47 | ||||||
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Treasury stock, at cost — 768,595 and 768,595 shares, respectively |
(11,407 | ) | (11,407 | ) | ||||
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Additional paid-in capital |
467,528 | 447,110 | ||||||
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Accumulated deficit |
(437,962 | ) | (410,795 | ) | ||||
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Total shareholders’ equity |
18,212 | 24,955 | ||||||
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Total liabilities and shareholders' equity |
$ | 89,133 | $ | 93,617 | ||||
FLUENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share data)
(unaudited)
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Three Months Ended December 31, |
Year Ended December 31, |
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2025 |
2024 |
2025 |
2024 |
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Revenue |
$ | 61,819 | $ | 65,407 | $ | 208,764 | $ | 254,623 | ||||||||
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Costs and expenses: |
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Cost of revenue (exclusive of depreciation and amortization) |
43,167 | 51,503 | 157,523 | 193,821 | ||||||||||||
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Sales and marketing (1) |
3,691 | 3,917 | 14,492 | 17,317 | ||||||||||||
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Product development (1) |
2,881 | 3,600 | 11,843 | 17,281 | ||||||||||||
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General and administrative (1) |
8,809 | 9,409 | 34,702 | 37,697 | ||||||||||||
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Depreciation and amortization |
2,334 | 2,419 | 9,752 | 9,926 | ||||||||||||
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Goodwill and intangible assets impairment |
774 | — | 774 | 2,241 | ||||||||||||
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Total costs and expenses |
61,656 | 70,848 | 229,086 | 278,283 | ||||||||||||
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Loss from operations |
163 | (5,441 | ) | (20,322 | ) | (23,660 | ) | |||||||||
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Interest expense, net |
(781 | ) | (1,038 | ) | (3,074 | ) | (4,749 | ) | ||||||||
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Fair value adjustment of Convertible Notes, with related parties |
142 | 1,140 | (14 | ) | (1,670 | ) | ||||||||||
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Loss on early extinguishment of debt |
(3,759 | ) | — | (3,759 | ) | (1,009 | ) | |||||||||
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Loss before income taxes |
(4,235 | ) | (5,339 | ) | (27,169 | ) | (31,088 | ) | ||||||||
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Income tax benefit (loss) |
116 | 1,909 | 2 | 1,811 | ||||||||||||
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Net loss |
$ | (4,119 | ) | $ | (3,430 | ) | $ | (27,167 | ) | $ | (29,277 | ) | ||||
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Basic and diluted loss per share: |
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Basic |
$ | (0.13 | ) | $ | (0.19 | ) | $ | (1.05 | ) | $ | (1.80 | ) | ||||
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Diluted |
$ | (0.13 | ) | $ | (0.19 | ) | $ | (1.05 | ) | $ | (1.80 | ) | ||||
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Weighted average number of shares outstanding: |
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Basic |
31,276,979 | 18,352,940 | 25,970,637 | 16,259,943 | ||||||||||||
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Diluted |
31,276,979 | 18,352,940 | 25,970,637 | 16,259,943 | ||||||||||||
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(1) Amounts include share-based compensation expense as follows: |
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Sales and marketing |
$ | 286 | $ | 55 | $ | 461 | $ | 218 | ||||||||
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Product development |
112 | 65 | 274 | 239 | ||||||||||||
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General and administrative |
564 | 360 | 1,376 | 1,506 | ||||||||||||
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Total share-based compensation expense |
$ | 962 | $ | 480 | $ | 2,111 | $ | 1,963 | ||||||||
FLUENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
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Year Ended December 31, |
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2025 |
2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
$ | (27,167 | ) | $ | (29,277 | ) | ||
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
9,752 | 9,926 | ||||||
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Non-cash loan amortization expense |
666 | 1,371 | ||||||
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Non-cash gain on contingent consideration |
— | (250 | ) | |||||
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Non-cash loss on early extinguishment of debt |
3,759 | 1,009 | ||||||
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Share-based compensation expense |
2,246 | 1,970 | ||||||
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Fair value adjustment of Convertible Notes, with related parties |
14 | 1,670 | ||||||
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Goodwill impairment |
— | 1,261 | ||||||
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Impairment of intangible assets |
774 | 980 | ||||||
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Non-cash loss on asset write-off |
698 | — | ||||||
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Allowance for credit losses |
53 | 401 | ||||||
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Deferred income taxes |
140 | (276 | ) | |||||
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Changes in assets and liabilities, net of business acquisition: |
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Accounts receivable |
(256 | ) | 9,473 | |||||
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Prepaid expenses and other current assets |
3,142 | (3,211 | ) | |||||
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Other non-current assets |
2,981 | (51 | ) | |||||
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Operating lease assets and liabilities, net |
(47 | ) | (325 | ) | ||||
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Accounts payable |
(1,576 | ) | (2,178 | ) | ||||
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Accrued expenses and other current liabilities |
3,189 | (5,878 | ) | |||||
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Deferred revenue |
165 | 313 | ||||||
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Other |
(1 | ) | (1,032 | ) | ||||
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Net cash used in operating activities |
(1,468 | ) | (14,104 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capitalized costs included in intangible assets |
(6,297 | ) | (6,198 | ) | ||||
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Acquisition of property and equipment |
(69 | ) | (13 | ) | ||||
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Net cash used in investing activities |
(6,366 | ) | (6,211 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of short and long term debt, net of debt financing costs |
103,341 | 65,440 | ||||||
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Repayments of long-term debt |
(109,733 | ) | (68,228 | ) | ||||
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Equity financing costs |
(865 | ) | — | |||||
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Debt financing costs |
(1,328 | ) | (1,875 | ) | ||||
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Proceeds from issuance of common stock and warrants |
19,370 | 12,627 | ||||||
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Proceeds from exercise of warrants |
— | 2 | ||||||
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Proceeds from Convertible Notes, with related parties |
— | 2,050 | ||||||
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Proceeds from Direct Offering |
— | 5,750 | ||||||
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Fees for Direct Offering |
— | (561 | ) | |||||
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Net cash provided by financing activities |
10,785 | 15,205 | ||||||
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Net decrease in cash, cash equivalents, and restricted cash |
2,951 | (5,110 | ) | |||||
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Cash, cash equivalents, and restricted cash at beginning of period |
10,694 | 15,804 | ||||||
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Cash, cash equivalents, and restricted cash at end of period |
$ | 13,645 | $ | 10,694 | ||||
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 and one-time items. 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) goodwill impairment, (7) impairment of intangible assets, (8) fair value adjustment of Convertible Notes with related parties, (9) acquisition-related costs, (10) restructuring and other severance costs, (11) certain litigation and other related costs, and (12) other one-time items.
Adjusted net income (loss) is defined as net income (loss) excluding (1) Share-based compensation expense, (2) loss on early extinguishment of debt, (3) goodwill impairment, (4) impairment of intangible assets, (5) fair value adjustment of Convertible Notes with related parties, (6) acquisition-related costs, (7) restructuring and other severance costs, (8) certain litigation and other related costs, and (9) other one-time items. Adjusted net income (loss) is also presented on a per share (basic and diluted) basis.
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.
Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization), which we believe is the most directly comparable U.S. GAAP measure.
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Three Months Ended December 31, |
Year Ended December 31, |
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(In thousands, except percentages) |
2025 |
2024 |
2025 |
2024 |
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Revenue |
$ | 61,819 | $ | 65,407 | $ | 208,764 | $ | 254,623 | ||||||||
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Less: Cost of revenue (exclusive of depreciation and amortization) |
43,167 | 51,503 | 157,523 | 193,821 | ||||||||||||
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Gross Profit (exclusive of depreciation and amortization) |
18,652 | 13,904 | 51,241 | 60,802 | ||||||||||||
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Gross Profit (exclusive of depreciation and amortization) % of revenue |
30 | % | 21 | % | 25 | % | 24 | % | ||||||||
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Non-media cost of revenue (1) |
4,726 | 2,644 | 10,608 | 11,710 | ||||||||||||
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One- time item (2) |
(4,254 | ) | — | (4,254 | ) | — | ||||||||||
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Media margin |
$ | 19,124 | $ | 16,548 | $ | 57,595 | $ | 72,512 | ||||||||
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Media margin % of revenue |
30.9 | % | 25.3 | % | 27.6 | % | 28.5 | % | ||||||||
(1) Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.
(2) Includes a one-time non-media revenue adjustment of ($4,254) in connection with an early termination settlement agreement with a media partner.
Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization), which we believe is the most directly comparable U.S. GAAP measure, for Commerce Media Solutions.
|
Three Months Ended December 31, |
Year Ended December 31, |
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|
(In thousands, except percentages) |
2025 |
2024 |
2025 |
2024 |
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Revenue |
$ | 34,720 | $ | 17,235 | $ | 82,268 | $ | 41,267 | ||||||||
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Less: Cost of revenue (exclusive of depreciation and amortization) |
23,433 | 10,501 | 61,195 | 26,988 | ||||||||||||
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Gross profit (exclusive of depreciation and amortization) |
$ | 11,287 | $ | 6,734 | $ | 21,073 | $ | 14,279 | ||||||||
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Gross profit (exclusive of depreciation and amortization) % of revenue |
33 | % | 39 | % | 26 | % | 35 | % | ||||||||
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Non-media cost of revenue (1) |
3,400 | 32 | 4,559 | 193 | ||||||||||||
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One- time item (2) |
(4,254 | ) | — | (4,254 | ) | — | ||||||||||
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Media margin |
$ | 10,433 | $ | 6,766 | $ | 21,378 | $ | 14,472 | ||||||||
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Media margin % of revenue |
30.0 | % | 39.3 | % | 26.0 | % | 35.1 | % | ||||||||
(1) Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.
(2) Includes a one-time non-media revenue adjustment of ($4,254) in connection with an early termination settlement agreement with a media partner.
Below is a reconciliation of adjusted EBITDA from net income (loss), which we believe is the most directly comparable U.S. GAAP measure.
|
Three Months Ended December 31, |
Year Ended December 31, |
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|
(In thousands) |
2025 |
2024 |
2025 |
2024 |
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|
Net loss |
$ | (4,119 | ) | $ | (3,430 | ) | $ | (27,167 | ) | $ | (29,277 | ) | ||||
|
Income tax benefit (loss) |
(116 | ) | (1,909 | ) | (2 | ) | (1,811 | ) | ||||||||
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Interest expense, net |
781 | 1,038 | 3,074 | 4,749 | ||||||||||||
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Depreciation and amortization |
2,334 | 2,419 | 9,752 | 9,926 | ||||||||||||
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Share-based compensation expense |
1,102 | 480 | 2,246 | 1,970 | ||||||||||||
|
Loss on early extinguishment of debt |
3,759 | — | 3,759 | 1,009 | ||||||||||||
|
Goodwill impairment |
— | — | — | 1,261 | ||||||||||||
|
Impairment of intangible assets |
774 | — | 774 | 980 | ||||||||||||
|
Fair value adjustment of Convertible Notes, with related parties |
(142 | ) | (1,140 | ) | 14 | 1,670 | ||||||||||
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Acquisition-related costs (1) |
(21 | ) | 833 | 1,053 | 2,083 | |||||||||||
|
Restructuring and certain severance costs |
104 | — | 1,429 | 1,821 | ||||||||||||
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Certain litigation and other related costs |
— | — | 300 | — | ||||||||||||
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One-time items(2) |
(4,254 | ) | — | (4,254 | ) | — | ||||||||||
|
Adjusted EBITDA |
$ | 202 | $ | (1,709 | ) | $ | (9,022 | ) | $ | (5,619 | ) | |||||
(1) Balance includes compensation expense related to non-competition agreements and earn-out expense incurred as a result of business combinations, and non-cash loss on asset write-offs. The earn-out expense was ($21) and ($69) for the three months ended December 31, 2025 and 2024, respectively, and ($169) and $98 for the year ended December 31, 2025 and 2024, respectively. The non-compete agreements expense was $0 and $413 for the three months ended December 31, 2025 and 2024, respectively, and $413 and $1,650 for the year ended December 31, 2025 and 2024, respectively; there were other amounts of acquisition-related costs of $0 and $489 for the three months ended December 31, 2025 and 2024, respectively, and $809 and $335 for the year ended December 31, 2025 and 2024, respectively.
(2) Includes a one-time non-media revenue adjustment of ($4,254) in connection with an early termination settlement agreement with a media partner.
Below is a reconciliation of adjusted net loss and the related measure of adjusted net loss per share from net income (loss), which we believe is the most directly comparable U.S. GAAP measure.
|
Three Months Ended December 31, |
Year Ended December 31, |
|||||||||||||||
|
(In thousands, except share and per share data) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Net loss |
$ | (4,119 | ) | $ | (3,430 | ) | $ | (27,167 | ) | $ | (29,277 | ) | ||||
|
Share-based compensation expense |
1,102 | 480 | 2,246 | 1,970 | ||||||||||||
|
Loss on early extinguishment of debt |
3,759 | — | 3,759 | 1,009 | ||||||||||||
|
Goodwill impairment |
— | — | — | 1,261 | ||||||||||||
|
Impairment of intangible assets |
774 | — | 774 | 980 | ||||||||||||
|
Fair value adjustment of Convertible Notes, with related parties |
(142 | ) | (1,140 | ) | 14 | 1,670 | ||||||||||
|
Acquisition-related costs (1) |
(21 | ) | 833 | 1,053 | 2,083 | |||||||||||
|
Restructuring and certain severance costs |
104 | — | 1,429 | 1,821 | ||||||||||||
|
Certain litigation and other related costs |
— | — | 300 | — | ||||||||||||
|
One-time items(2) |
(4,254 | ) | — | (4,254 | ) | — | ||||||||||
|
Adjusted net loss |
$ | (2,797 | ) | $ | (3,257 | ) | $ | (21,846 | ) | $ | (18,483 | ) | ||||
|
Adjusted net loss per share: |
||||||||||||||||
|
Basic |
$ | (0.09 | ) | $ | (0.18 | ) | $ | (0.84 | ) | $ | (1.14 | ) | ||||
|
Diluted |
$ | (0.09 | ) | $ | (0.18 | ) | $ | (0.84 | ) | $ | (1.14 | ) | ||||
|
Adjusted weighted average number of shares outstanding: |
||||||||||||||||
|
Basic |
31,276,979 | 18,352,940 | 25,970,637 | 16,259,943 | ||||||||||||
|
Diluted |
31,276,979 | 18,352,940 | 25,970,637 | 16,259,943 | ||||||||||||
(1) Balance includes compensation expense related to non-competition agreements and earn-out expense incurred as a result of business combinations, and non-cash loss on asset write-offs. The earn-out expense was ($21) and ($69) for the three months ended December 31, 2025 and 2024, respectively, and ($169) and $98 for the year ended December 31, 2025 and 2024, respectively. The non-compete agreements expense was $0 and $413 for the three months ended December 31, 2025 and 2024, respectively, and $413 and $1,650 for the year ended December 31, 2025 and 2024, respectively; there were other amounts of acquisition-related costs of $0 and $489 for the three months ended December 31, 2025 and 2024, respectively, and $809 and $335 for the year ended December 31, 2025 and 2024, respectively.
(2) Includes a one-time non-media revenue adjustment of ($4,254) in connection with an early termination settlement agreement with a media partner.
We present media margin, adjusted EBITDA, and adjusted net income 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 U.S. 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.
Adjusted net income (loss), as defined above, excludes certain items that are recognized and recorded under U.S. 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 U.S. GAAP measure of net (loss) income.
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 U.S. 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.
Annual Revenue Run Rate
Annual Revenue Run Rate is an operational metric that represents the annualized revenue of the Company’s media partnerships at current monetization levels, as of the end of the reporting period. The Company calculates Annual Revenue Run Rate as follows:
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• |
Media partners within Commerce Media Solutions with an active contract are assessed and assigned an annual media volume estimate based on the active term of the contract and the monetization rate at the end of the reporting period. The Company considers a media partner contract to be active when the contractual term commences (the "start date") until its right to serve the partner’s commerce traffic ends. Even if the contract with the customer is executed before the start date, the contract will not count toward Annual Revenue Run Rate until the media partner’s right to receive the benefit of the services has commenced. |
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• |
As Annual Revenue Run Rate includes only contracts that are active at the end of the reporting period, it does not reflect assumptions or estimates regarding new business. For contracts expiring within 12 months of the period-end calculation date, Annual Revenue Run Rate does reflect expectations of renewal. |
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• |
The Company’s Commerce Media Solutions platform provides the technology to effectively monetize the partner’s media by placing relevant ads at a contracted moment of consumer engagement. Although from inception to date, improvements in the platform’s AI-powered technology have consistently driven increased rates of monetization, for the purpose of Annual Revenue Run Rate, the Company assumes a consistent monetization level to that as measured on each media partner at the end of the reporting period. |
The way the Company measures Annual Revenue Run Rate may not be comparable to similarly titled measures presented by other companies and should not be viewed as a projection of future revenue.
Contact Information:
Investor Relations
Fluent, Inc.
InvestorRelations@fluentco.com
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