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Fluent AnnouncesSecond Quarter2025 Financial Results; Commerce Media Solutions Annual Revenue Run Rate Exceeds $80 Million

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Fluent (NASDAQ: FLNT) reported Q2 2025 financial results, highlighting significant growth in its Commerce Media Solutions business. Revenue reached $44.7 million in Q2, with Commerce Media Solutions revenue growing 121% year-over-year to $16.1 million, now representing 36% of consolidated revenue.

The company's strategic pivot shows momentum with Commerce Media Solutions' annual revenue run rate exceeding $80 million, reflecting a 23% quarter-over-quarter increase. However, Q2 net loss was $7.2 million, or $0.30 per share. The company secured $10.3 million in new funding post-quarter and expects adjusted EBITDA profitability in Q4 2025, along with double-digit revenue growth and full-year adjusted EBITDA profitability in 2026.

Fluent (NASDAQ: FLNT) ha pubblicato i risultati finanziari del secondo trimestre 2025, mettendo in evidenza una forte crescita della sua divisione Commerce Media Solutions. I ricavi sono stati di $44,7 milioni in Q2, con i ricavi di Commerce Media Solutions in aumento del 121% su base annua a $16,1 milioni, pari al 36% del fatturato consolidato.

La svolta strategica dell'azienda mostra slancio: il tasso di ricavo annuo di Commerce Media Solutions supera ora i $80 milioni, con un incremento del 23% rispetto al trimestre precedente. Tuttavia, la perdita netta del Q2 è stata di $7,2 milioni, ovvero $0,30 per azione. Dopo la chiusura del trimestre la società ha ottenuto $10,3 milioni di nuovo finanziamento e prevede di raggiungere la redditività in termini di adjusted EBITDA nel quarto trimestre 2025, oltre a una crescita dei ricavi a doppia cifra e redditività adjusted EBITDA per l'intero 2026.

Fluent (NASDAQ: FLNT) presentó los resultados financieros del segundo trimestre de 2025, destacando un crecimiento significativo en su negocio Commerce Media Solutions. Los ingresos alcanzaron $44,7 millones en el Q2, con los ingresos de Commerce Media Solutions creciendo un 121% interanual hasta $16,1 millones, representando ahora el 36% de los ingresos consolidados.

El giro estratégico de la compañía muestra impulso: la tasa de ingresos anual de Commerce Media Solutions supera los $80 millones, reflejando un aumento del 23% trimestre a trimestre. No obstante, la pérdida neta del Q2 fue de $7,2 millones, o $0,30 por acción. Tras el cierre del trimestre la empresa aseguró $10,3 millones en nueva financiación y espera alcanzar la rentabilidad de adjusted EBITDA en el cuarto trimestre de 2025, además de un crecimiento de ingresos de dos dígitos y adjusted EBITDA positivo en 2026.

Fluent (NASDAQ: FLNT)� 2025� 2분기 실적� 발표하며 Commerce Media Solutions 사업� 의미 있는 성장� 강조했습니다. 2분기 매출은 $44.7백만� 기록했으�, Commerce Media Solutions 매출은 전년 대� 121% 증가� $16.1백만으로 집계� 전체 연결 매출� 36%� 차지했습니다.

회사 전략� 전환은 가속을 보이� 있으� Commerce Media Solutions� 연간 매출 연환율은 $80백만� 넘어서고 전분� 대� 23% 증가했습니다. 다만 2분기 순손실은 $7.2백만, 주당 $0.30였습니�. 분기 종료 � 회사� $10.3백만� 신규 자금� 확보했으� 2025� 4분기에는 조정 EBITDA 흑자� 달성하고, 2026년에� � 자릿� 매출 성장� 연간 조정 EBITDA 흑자� 기대하고 있습니다.

Fluent (NASDAQ: FLNT) a publié ses résultats du deuxième trimestre 2025, soulignant une forte croissance de son activité Commerce Media Solutions. Le chiffre d'affaires a atteint 44,7 millions de dollars au T2, les revenus de Commerce Media Solutions ayant progressé de 121% en glissement annuel pour s'établir à 16,1 millions de dollars, représentant désormais 36% du chiffre d'affaires consolidé.

Le repositionnement stratégique de la société prend de l'élan : le run-rate annuel des revenus de Commerce Media Solutions dépasse 80 millions de dollars, soit une hausse de 23% d'un trimestre à l'autre. Cependant, la perte nette du T2 s'élève à 7,2 millions de dollars, soit 0,30 $ par action. Après la clôture du trimestre, la société a obtenu 10,3 millions de dollars de nouveaux financements et prévoit d'atteindre une rentabilité en adjusted EBITDA au 4e trimestre 2025, ainsi qu'une croissance des revenus à deux chiffres et une adjusted EBITDA positive sur l'ensemble de 2026.

Fluent (NASDAQ: FLNT) legte die Finanzergebnisse für das zweite Quartal 2025 vor und hob das deutliche Wachstum im Bereich Commerce Media Solutions hervor. Der Umsatz belief sich im Q2 auf $44,7 Millionen, wobei der Umsatz von Commerce Media Solutions um 121% im Jahresvergleich auf $16,1 Millionen stieg und nun 36% des konsolidierten Umsatzes ausmacht.

Der strategische Kurswechsel des Unternehmens zeigt Dynamik: Die jährliche Umsatzrendite von Commerce Media Solutions liegt über $80 Millionen und verzeichnet ein Viertalswachstum von 23%. Die Nettoverlust im Q2 betrug jedoch $7,2 Millionen bzw. $0,30 je Aktie. Nach Quartalsende sicherte sich das Unternehmen $10,3 Millionen an neuer Finanzierung und erwartet, im 4. Quartal 2025 ein positives bereinigtes EBITDA zu erreichen sowie zweistelliges Umsatzwachstum und ein bereinigtes EBITDA für das Gesamtjahr 2026.

Positive
  • Commerce Media Solutions revenue grew 121% YoY to $16.1 million
  • Commerce Media Solutions annual revenue run rate exceeds $80 million, up 23% QoQ
  • Secured $10.3 million in new funding from investors and insiders
  • Adjusted EBITDA loss improved by $1.7 million compared to Q2 2024
  • Strategic partnership with top-tier media partners like Authentic Brands Group
Negative
  • Overall revenue decreased 24% YoY to $44.7 million
  • Net loss of $7.2 million in Q2 2025
  • Owned and Operated revenue declined 49% to $21.4 million
  • Commerce Media Solutions margins were lower than historical levels
  • Adjusted EBITDA remained negative at -$2.8 million

Insights

Fluent's strategic pivot to Commerce Media Solutions shows strong growth despite overall revenue decline as the company transitions its business model.

Fluent's Q2 results reveal a company in strategic transition, with total revenue declining 24% year-over-year to $44.7 million while its Commerce Media Solutions segment demonstrated impressive 121% growth to $16.1 million. This segment now represents 36% of consolidated revenue, up significantly from 12% in Q2 2024, showcasing the company's accelerating pivot away from its traditional Owned and Operated business, which declined 49%.

The company's transformation is gaining momentum with Commerce Media Solutions reaching an annual revenue run rate exceeding $80 million - a 23% quarter-over-quarter increase. However, this growth comes with temporary margin compression, as Commerce Media Solutions reported gross profit margins of 18% and media margins of 20%, below historical levels. Management attributes this to strategic expansion into new placements and early-term contract incentives to secure long-term media partnerships.

Despite the net loss of $7.2 million, there are positive signals in the adjusted EBITDA loss of $2.8 million, which improved by $1.7 million compared to Q2 2024. The company expects Commerce Media Solutions to become the majority revenue contributor in H2 2025 - a critical inflection point. Management's guidance for adjusted EBITDA profitability in Q4 2025 and full-year profitability in 2026, coupled with the recent $10.3 million capital raise, provides runway for the company to complete its transformation.

This transition reflects Fluent's strategic bet on the higher-growth commerce media sector, leveraging its 14-year customer acquisition experience and first-party data assets. The company aims to normalize Commerce Media Solutions margins by leveraging AI capabilities and proprietary data, targeting a return to high twenties gross margin. While the transition creates near-term pressure, the triple-digit growth in the Commerce Media Solutions segment positions Fluent to potentially emerge with a more sustainable and higher-growth business model.

Q22025revenue of$44.7million;H12025revenue of $99.9million
Q22025CommerceMedia Solutions revenue grew121%to$16.1million, representing36%of consolidated revenuefrom$7.3million or 12%of consolidated revenuein Q22024
CommerceMedia Solutions annual revenue run rate now exceeds $80million, reflecting a23%quarter-over-quarter increaseand strong momentum in executing the Company's strategic pivot to thishigher growthmarket
Expect adjusted EBITDA profitability in Q4 2025 as well as full-year double-digit revenue growth and full-year adjusted EBITDA profitability in 2026
Subsequent to the quarter, raised $10.3 million from new investors and insiders

NEW YORK, Aug. 19, 2025 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ: FLNT), a commerce media solutions provider, today reported unaudited financial results for thesecond quarter ended June 30, 2025.

Don Patrick, Chief Executive Officer of Fluent, commented, "We saw continued strong performance from our Commerce Media Solutions business with revenue growth of 121% year-over-year and run rate growth of 23% compared to the first quarter of 2025. We expect to continue to drive substantial growth through the back half of the year as we go live with top-tier media partners like Authentic Brands Group. Commerce Media Solutions margins were lower than historical levels in the second quarter as we strategically expanded into new placements beyond post-transaction and offered early-term contract incentives to secure some longer-term media partner contracts. We expect margins to normalize over time as we continue to expand our list of top-tier media partners.

“As expected, owned and operated revenue declined in the quarter as we reallocate resources towards Commerce Media Solutions. As a percentage of revenue, Commerce Media Solutions contributed 36% to total revenue in the second quarter as compared to 23% of total revenue in the first quarter of 2025, demonstrating encouraging sequential growth. We expect Commerce Media Solutions to become the majority revenue contributor in the second half of 2025, representing a key milestone and inflection point for our business."

Mr. Patrick concluded, "We are achieving meaningful progress and demonstrated success with our long-term growth strategyand remain committed to driving enhanced growth and value for our shareholders as we move into the second half of 2025. With our visibility today, we expect adjusted EBITDA profitability in the fourth quarter of 2025, as well as full-year double-digit consolidated revenue growth and full-year adjusted EBITDA profitability in 2026.”�

SecondQuarter Financial Highlights

Revenue of$44.7million, a decrease of24%, compared to$58.7million inQ22024
� Owned and Operated revenue decreased49%to$21.4million compared to$42.0million inQ2 2024, as the Company continued its shift in focus and revenue mix to Commerce Media Solutions
� Commerce Media Solutions revenue increased121%to$16.1million, compared to$7.3million inQ2 2024
Net lossof$7.2 million, or$0.30 per share, compared to a net loss of$11.6million, or $0.75per share, forQ2 2024.

Grossprofit (exclusive of depreciation and amortization) of$10.3 million, a decrease of18% compared toQ2 2024andrepresenting23% of revenue.Commerce Media Solutions reported gross profit (exclusive of depreciation and amortization) of $2.9million, an increase of 43%overQ2 2024 and representing 18%of revenue forQ2 2025.
Media margin of $11.9million, adecrease of24%compared toQ22024and representing26.7%of revenue. Commerce Media Solutions reported media marginof$3.2million, an increase of 45%over Q2 2024 and representing20.0%of revenue forQ2 2025.

Adjusted EBITDA loss of$2.8million,an improvement of$1.7million, compared toQ22024and representing 6%of revenue

Adjusted net loss of $5.8million, or $0.24per share, compared to$7.3million, or$0.47per share, for Q22024

Six Months Ended June 30, 2025Financial Highlights

Revenue of$99.9million, a decrease of20%, compared to$124.7million in Q22024
� Owned and Operated revenue decreased39% to$52.5million compared to$86.7 million in H12024, as the Company continued its shift in focus and revenue mix to the more predictable commerce media business
� Commerce Media Solutions revenue increased110% to$28.7 million compared to$13.7 million in H12024

Net lossof$15.5million, or$0.68per share, compared to a net loss of$17.9million, or $1.11per share, for H12024.

Grossprofit (exclusive of depreciation and amortization) of$21.7 million, a decrease of30% compared toH12024andrepresenting22% of revenue. Commerce Media Solutionsreported gross profit (exclusive of depreciation and amortization) of$5.7 million, an increase of48% over H12024 and representing20%of revenue.

Media margin of$25.7 million, adecrease of32% compared toH12024and representing25.7% of revenue. Commerce Media Solutions reported media marginof$6.3 million, an increase of50% over H12024 and representing22.0% of revenue.

Adjusted EBITDA of negative$5.9 million,a decrease of$2.0 million compared toH12024and representing6%of revenue

Adjusted net loss of $12.5million, or $0.55per share, compared to$11.5 million, or$0.72 per share, for H12024

Business Outlook & Goals

Accelerategrowth of Fluent’s Commerce Media Solutions business and establish it as a leader in the performance marketing sector among both media partners and advertisers to capitalize on the growing demand for this advertising channelacross numerous high-volume market verticals.
Win top-tier media partners in new, diverse market verticals that demonstrate Fluent’s depth and breadth of commerce media offerings in this competitive, high growth market.
Leverage14-year leadership position at the forefront of customer acquisition and robust database of first-party user data to differentiate Fluent from competitors in the commerce media space.
Position Fluent for long-term sustainable value creation supported by the growth of Commerce Media Solutions, which continues to grow at a triple-digit rate and scale as a percentage of consolidated revenue.
Leverage AI capabilities and proprietary first-party data to improve monetization of commerce media placements and return Commerce Media Solutions gross margin to the high twenties.
Given current visibility, the Company expects adjusted EBITDA profitability in the fourth quarter of 2025, as well as full-year double-digit consolidated revenue growth and full-year adjusted EBITDA profitability in 2026.

Conference Call

Fluent, Inc. will host a conference call on Tuesday, August 19,2025,at 4:30 PM ETto discuss its2025second quarter financial results.The conference call can be accessed by phone after registering onlineat. The call will also be webcast simultaneously on the Fluent website at .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.The replay will be available for one year, via the Fluent website.

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.

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, as amended,and the Securities Exchange Act of 1934, as amended. Such 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 the covenants of our credit agreement in light of current business conditions, the current uncertainty of which raises substantial doubt about our ability to continue as a going concern;
Ability to operate in a competitive, rapidly changing and highly regulated industry, which makes it difficult to evaluate our business and prospects;
Dependence on the gaming industry;
Unfavorablepublicity and negative public perception about the digital marketing industry or us;
A sudden reduction in online marketing spend by our clients, a loss of clients or lower advertising yields;
Credit risk from certain clients;
Our relative inexperience in the post-transaction commerce media business, which is currently dominated by a major player;
Investment in growing our Commerce Media Solutions business may continue to compress margins, and our ability to improve profitability over time is uncertain;
Our need to continue investing in technology for our Commerce Media Solutions business;
Our competitive disadvantage due to our more selective approach to traffic sources;
A decline in the supply of media available to us through third parties or an increase in the price of such media;
Potential loss of competitiveness from slow mobile adoption and CRM dependence;
Our growing reliance on inbound calls for our Call Solutions business, particularly in the health plan vertical, which may become cost-prohibitive to sustain;
Challenges scaling infrastructure and products to support growth while maintaining profitability;
Global economic or political instability, including the potential impact of tariffs on our business;
Challenges managing the complexity of our international operations and workforce;
Strategic alternatives that could complicate operations or divert management's attention;
Dependence on our key personnel and ability to attract or retain employees;
Dependence upon third-party service providers and potential liability related to their actions or platform malfunctions;
Compliance with a significant number of governmental laws and regulations, including those regarding telemarketing, email marketing, text messaging, privacy, and data protection;
The outcome of litigation, inquiries, investigations, examinations, or other legal proceedings in which we are or may become involved, or in which our clients or competitors are involved;
Potentialsales and use taxes and other taxes on our business;
Our actual or perceived failure to safeguard any personal information or user privacy;
Failure to adequately protect intellectual property rights or allegations of infringement of intellectual property rights;
Potentialliability 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;
Ourneed to raise capital to fund our operations;
Our ability to maintain our listing on The Nasdaq Capital Market;
The volatility of our stock price and concentration of stock ownership;
Potential dilutive effect of any future issuances of shares of our common stock;
Lack of cash dividends for the foreseeable future;
Status of a smaller reporting company and non-accelerated filer, which involves certain reduced governance and disclosure requirements; and

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 endedDecember 31, 2024 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)
June 30, 2025December 31,
2024
ASSETS:
Cash and cash equivalents$4,929$9,439
Accounts receivable, net of allowance for credit losses of $502 and $487, respectively31,22746,532
Prepaid expenses and other current assets9,1198,729
Current restricted cash1,6731,255
Total current assets46,94865,955
Non-current restricted cash710
Property and equipment, net193304
Operating lease right-of-use assets3,2141,570
Intangible assets, net19,61821,797
Other non-current assets3,7883,991
Total assets$74,471$93,617
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable$8,715$8,776
Accrued expenses and other current liabilities19,69621,905
Deferred revenue335556
Current portion of long-term debt19,86031,609
Current portion of operating lease liability1,0451,836
Total current liabilities49,65164,682
Long-term debt, net250
Convertible Notes, at fair value with related parties3,3223,720
Operating lease liability, net2,3759
Other non-current liabilities1
Total liabilities55,34868,662
Contingencies
Shareholders' equity:
Preferred stock � $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding � 0 shares for both periods
Common stock � $0.0005 par value, 200,000,000 Shares authorized; Shares issued � 25,037,334 and 20,791,431, respectively; and Shares outstanding � 24,268,739 and 20,022,836, respectively5047
Treasury stock, at cost � 768,595 and 768,595 Shares, respectively(11,407)(11,407)
Additional paid-in capital456,767447,110
Accumulated deficit(426,287)(410,795)
Total shareholders' equity19,12324,955
Total liabilities and shareholders' equity$74,471$93,617


FLUENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share data)
(unaudited)
Three Months Ended
June 30,
Six Months Ended June
30,
2025202420252024
Revenue$44,706$58,717$99,916$124,700
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization)34,42646,10978,20193,457
Sales and marketing3,2184,6057,2889,417
Product development2,9414,7176,3399,557
General and administrative8,7488,85617,33019,221
Depreciation and amortization2,4792,5674,9405,138
Goodwill and intangible assets impairment2,2412,241
Total costs and expenses51,81269,095114,098139,031
Loss from operations(7,106)(10,378)(14,182)(14,331)
Interest expense, net(702)(1,015)(1,582)(2,430)
Fair value adjustment of Convertible Notes with related parties478398
Loss on early extinguishment of debt(1,009)(1,009)
Loss before income taxes(7,330)(12,402)(15,366)(17,770)
Income tax benefit (expense)107775(126)(133)
Net loss$(7,223)$(11,627)$(15,492)$(17,903)
Basic and diluted loss per share:
Basic$(0.30)$(0.75)$(0.68)$(1.11)
Diluted$(0.30)$(0.75)$(0.68)$(1.11)
Weighted average number of shares outstanding:
Basic24,061,80315,534,98922,661,95116,115,293
Diluted24,061,80315,534,98922,661,95116,115,293


FLUENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
Six Months Ended June 30,
20252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(15,492)$(17,903)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization4,9405,138
Non-cash loan amortization expense365837
Non-cash gain on contingent consideration(250)
Non-cash loss on early extinguishment of debt1,009
Share-based compensation expense6661,030
Fair value adjustment of Convertible Notes with related parties(398)
Goodwill impairment1,261
Impairment of intangible assets980
Non-cash loss on asset write-off698
Allowance for credit losses1871
Changes in assets and liabilities, net of business acquisitions:
Accounts receivable15,2871,280
Prepaid expenses and other current assets(490)(1,579)
Other non-current assets134191
Operating lease assets and liabilities, net(69)(168)
Accounts payable(61)(3,140)
Accrued expenses and other current liabilities(2,329)(1,443)
Deferred revenue(221)474
Other(1)(987)
Net cash provided by (used in) operating activities3,047(13,199)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized costs included in intangible assets(3,200)(3,542)
Acquisition of property and equipment(31)
Net cash used in investing activities(3,231)(3,542)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of debt financing costs34,33242,917
Repayments of long-term debt(46,377)(44,475)
Debt financing costs(125)(968)
Proceeds from issuance of pre-funded and common stock warrants8,9729,900
Net cash (used in) provided by financing activities(3,198)7,374
Net decrease in cash, cash equivalents, and restricted cash(3,382)(9,367)
Cash, cash equivalents, and restricted cash at beginning of period10,69415,804
Cash, cash equivalents, and restricted cash at end of period$7,312$6,437

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) reflectingvariable costs paid for media and related expenses and excluding non-media cost of revenue. Gross profit (exclusive of depreciation and amortization) represents revenue minus cost of revenue (exclusive of depreciation and amortization). Media margin is also presented as a percentage of revenue.

Adjusted EBITDA is defined as net income (loss), excluding (1)income taxes, (2) interest expense, net, (3) depreciation and amortization, (4) share-based compensation expense, (5) loss on early extinguishment of debt, (6) 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, and (11) certain litigation and other related costs.

Adjusted net income 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, and (8) certain litigation and other related costs. Adjusted netincome is also presented on a per share (basic and diluted) basis.

Below is a reconciliation of media margin from gross profit (exclusive of depreciation and amortization), which we believe is the most directly comparable U.S. GAAP measure.

Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands, except percentages)2025202420252024
Revenue$44,706$58,717$99,916$124,700
Less: Cost of revenue (exclusive of depreciation and amortization)34,42646,10978,20193,457
Gross profit (exclusive of depreciation and amortization)$10,280$12,608$21,715$31,243
Gross profit (exclusive of depreciation and amortization) % of revenue23%21%22%25%
Non-media cost of revenue(1)1,6633,0573,9596,561
Media margin$11,943$15,665$25,674$37,804
Media margin % of revenue26.7%26.7%25.7%30.3%

(1) Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.

Below is a reconciliation of 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
June 30,
Six Months Ended
June 30,
(In thousands, except percentages)2025202420252024
Revenue$16,080$7,292$28,740$13,668
Less: Cost of revenue (exclusive of depreciation and amortization)13,2005,27223,0479,825
Gross profit (exclusive of depreciation and amortization)$2,880$2,020$5,693$3,843
Gross profit (exclusive of depreciation and amortization) % of revenue18%28%20%28%
Non-media cost of revenue(1)337199635375
Media margin$3,217$2,219$6,328$4,218
Media margin % of revenue20.0%30.4%22.0%30.9%

(1) Represents the portion of cost of revenue (exclusive of depreciation and amortization) not attributable to variable costs paid for media and related expenses.

Below is a reconciliation of adjusted EBITDA from net loss, which we believe is the most directly comparable U.S. GAAP measure.

Three Months Ended
June 30,
Six Months Ended June
30,
(In thousands)2025202420252024
Net loss$(7,223)$(11,627)$(15,492)$(17,903)
Income tax (benefit) expense(107)(775)126133
Interest expense, net7021,0151,5822,430
Depreciation and amortization2,4792,5674,9405,138
Share-based compensation expense3314306661,030
Loss on early extinguishment of debt1,0091,009
Goodwill impairment1,2611,261
Impairment of intangible assets980980
Fair value adjustment of Convertible Notes with related parties(478)(398)
Acquisition-related costs(1)1,213251,094807
Restructuring and other severance costs106111,3251,276
Certain litigation and other related costs300300
Adjusted EBITDA$(2,773)$(4,504)$(5,857)$(3,839)


(1)Balance includes compensation expense related to non-competeagreements and earn-out expense incurred as a result of business combinations, and non-cash loss on asset write-offs. The earn-out expense was($9)and ($14)for the threemonths endedJune 30, 2025 and 2024, respectively, and ($128)and $137for thesix months ended June 30, 2025 and 2024, respectively. The non-compete agreements expense was$412and $412for the threemonths endedJune 30, 2025 and 2024, respectively, and $412and$825for thesix months ended June 30, 2025 and 2024, respectively. Additionally, therewas a non-cash loss on asset write-off in the amount of $698for the three and six months ended June 30, 2025.

Below is a reconciliation of adjusted netincome and the related measure of adjusted netincomeper share from net income(loss), which we believe is the most directly comparable U.S. GAAP measure.

Three Months Ended
June 30,
Six Months Ended June
30,
(In thousands, except share and per share data)2025202420252024
Net loss$(7,223)$(11,627)$(15,492)$(17,903)
Share-based compensation expense3314306661,030
Loss on early extinguishment of debt1,0091,009
Goodwill impairment1,2611,261
Impairment of intangible assets980980
Fair value adjustment of Convertible Notes with related parties(478)(398)
Acquisition-related costs(1)1,213251,094807
Restructuring and other severance costs106111,3251,276
Certain litigation and other related costs300300
Adjusted net loss$(5,847)$(7,311)$(12,505)$(11,540)
Adjusted net loss per share:
Basic$(0.24)$(0.47)$(0.55)$(0.72)
Diluted$(0.24)$(0.47)$(0.55)$(0.72)
Weighted average number of shares outstanding:
Basic24,061,80315,534,98922,661,95116,115,293
Diluted24,061,80315,534,98922,661,95116,115,293


(1)Balance includes compensation expense related to non-competeagreements and earn-out expense incurred as a result of business combinations, and non-cash loss on asset write-offs. The earn-out expense was($9)and ($14)for the threemonths endedJune 30, 2025 and 2024, respectively, and ($128)and $137for thesix months ended June 30, 2025 and 2024, respectively. The non-compete agreements expense was$412and $412for the threemonths endedJune 30, 2025 and 2024, respectively, and $412and$825for thesix months ended June 30, 2025 and 2024, respectively. Additionally, therewas a non-cash loss on asset write-off in the amount of $698for the three and six months ended June 30, 2025.

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 threeadjustments 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 includecertain litigation and other related costs associated with legal matters outside the ordinary course of business. We consider items one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. There were no adjustments for one-time items in the periods presented.

Adjusted net income, 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 netincome affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the U.S. GAAP measure ofnet (loss) income.

Media margin, adjusted EBITDA, adjusted net income, and adjusted net income per share are non-GAAP financial measures with certain limitations regarding theirusefulness. They donot 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 areneither 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 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 metricthat 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:

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.
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.
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 companiesand should not be viewed as a projection of future revenue.

Contact Information:
Investor Relations
Fluent, Inc.


FAQ

What was Fluent's (FLNT) revenue in Q2 2025?

Fluent reported Q2 2025 revenue of $44.7 million, representing a 24% decrease compared to $58.7 million in Q2 2024.

How much did Fluent's Commerce Media Solutions business grow in Q2 2025?

Fluent's Commerce Media Solutions revenue grew 121% year-over-year to $16.1 million, representing 36% of consolidated revenue, up from 12% in Q2 2024.

What is the annual revenue run rate for Fluent's Commerce Media Solutions?

Fluent's Commerce Media Solutions annual revenue run rate now exceeds $80 million, showing a 23% quarter-over-quarter increase.

What are Fluent's profitability expectations for 2025 and 2026?

Fluent expects to achieve adjusted EBITDA profitability in Q4 2025, followed by full-year double-digit revenue growth and full-year adjusted EBITDA profitability in 2026.

How much funding did Fluent raise after Q2 2025?

Subsequent to Q2 2025, Fluent raised $10.3 million from new investors and insiders.
Fluent, Inc.

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