Fluent reports 19% revenue decline in Q2 2025 but sees 121% growth in Commerce Media; expects profitability in Q4 and full-year 2026.

OPERATOR - (00:02:25)

Good afternoon and welcome. Thank you for joining us to discuss Fluent's second quarter 2025 earnings results with me today, Fluent's Chief Executive Officer Dawn Patrick, Chief Financial Officer Ryan Perfect and Chief Strategy Officer Ryan Schulke. Our call today will begin with the comments from Dawn and Ryan Perfect, 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 Fluent's website. To access the webcast, please visit the Investor relations page at www.fluentco. 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 Parent 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 such 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 and 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 website. Fluent's Business we encourage you to review the Company's findings with the securities and Exchange Commission, including the Company's most recent annual report on Form 10K and quarterly reports on Form 10Q. 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 the Company's 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 measures are provided in the earnings press release issued earlier today. With that, I'm pleased to introduce Fluent's CEO Dawn Patrick. Please go ahead.

Dawn Patrick - Chief Executive Officer - (00:04:42)

Good afternoon. Thank you all for joining our call today. I'm here together with Ryan Schulke, our Chief Strategy Officer and company co Founder, and Ryan Perfect, our Chief Financial Officer. As we projected during our last earnings call, our second quarter consolidated financial results continue to reflect the investment we've made over the last 30 months to shift our mix into the commerce media growth strategies. While this has created expected difficult consolidated comps for our business, as expected, we are executing a very intentional strategy that we are confident will build a more valuable business. We are approaching a tipping point where in the second half of 2025 we believe we will begin seeing the financial impact of our Commerce Media Solutions business as the revenue and gross profit mix shift begins to show in the consolidated fluent financials. Our Q2 consolidated financial results are as follows. Revenue of 44.7 million representing a 19% decline versus Q1 of 2025. Our median margin of 11.9 million was a decrease of 13% versus Q1 2025. An adjusted EBITDA of negative 2.8 million representing a 300k improvement versus Q1 2025. Our positive commerce Media revenue growth trend in the quarter was not yet enough to offset our owned and operated Marketplace decline of 31% quarter over quarter. Exasperated by strong regulatory headwinds, one of our key strategic motivators behind our shift the mix strategy, we expect Commerce Media to become the majority of our revenue as we move into 2026. To be clear, Owned and operated remains core to our long term growth strategy, albeit with a much tighter nucleus. And while we continue to reduce our strategic reliance on owned and operated, it represents the strong brand equity we built in the marketplace over the last decade that is still highly leverageable by our commerce media business. Put simply, owned and operated provides an essential operational and capability platform that our competitors can't rival, which acts as a springboard for our Commerce Media marketplace expansion and the cash flow our owned and operated business generates fuels our long term growth strategies. That said, the key driver to our business trajectory right now is the growth in Commerce Media Solutions. We fundamentally believe we are creating a differentiated commerce media business that represents a transformational pivot for Fluent while delivering a competitive advantage in a rapidly growing higher gross profit Marketplace. As of June 30, 2025, our Commerce Media revenue grew 121% compared to the prior year representing 36% of our consolidated revenue and has surpassed an annual revenue run rate of $80 million over 20% sequential increase from Q1 as we continue to expand our model and grow market share based on the consumer value we are creating for our clients advertisers, we are on a decided path to deliver sustainable growth with margins that are accretive to our core business. To support the strategic pivot we are executing today, we announced over $10 million equity financing with high quality and diversified group of fundamental investors who are also joined by insiders. This financing bolsters our balance sheet and will fuel the growth of profitability. We appreciate the support of such a solid group of investors who got to know us, became confident in our strategy and growth trajectory. I just want to take a minute to stand back and remind everyone the market opportunity that we are going after. Commerce Media is projected to grow over 100 billion over the next five years and is expected to account for for 25% of all digital media spend in 2026. This is a considerably larger market opportunity than our legacy owned and operated business and the growth we are seeing in the Commerce Media segment reflects how we are squarely positioned as a leader in this quickly growing marketplace. In Q2, Commerce Media Solutions revenue grew 121% year over year while increasing its percent of consolidated enterprise revenue from virtually zero two years ago to now account for 36% of our consolidated revenue. As we aggressively establish Fluent's equity in the Commerce Media Marketplace, its impact on Fluent's consolidated annual financials was actually partially masked by the seasonality driven lower marketplace volume that is reflective of the retail vertical. As such, its growth is not yet enough to offset the decline in our still larger owned and operated marketplace where revenue and media margins continue to be negatively impacted by the volatility of media costs on the biddable platforms which affect our ability to buy media at scale at acceptable margins. We will more aggressively shift the mix to Commerce Media in the second half as we onboard new partners and continue to scale our marketplace. In turn, our shareholders will begin to see the financial momentum behind our strategic pivot and that momentum will carry into fiscal year 2026. Importantly, our strategic premise continues to be validated by the staple of iconic brands who are choosing to partner with us. We are energized by the world class brands that continue to engage us in partnership as we added 15 new partners to our Commerce Media platform since the beginning of Q2 that will provide long term dividends. This growing list of partners recognizes the fundamental value we are creating in building consumer loyalty as we are consistently exceeding their revenue and advertiser return on ad spend expectations. As one example, subsequent to the quarter we expanded our relationship with Authentic Brands, a leading sports, lifestyle and entertainment brand owner generating more than 32 billion in global retail sales. This expanded relationship supports additional brands like Reebok Champion and more. Also, a recently announced strategic partnership with Rebuy Engine, a leading e commerce personalization platform for Shopify brands, has opened an expansive network of over 12,000 plus active e commerce brands on the Shopify ecosystem which is a new channel for us. That execution is progressing as planned, but the strategic partnership also creates an oasis of upside as we cultivate new business relationships. What's most important to the business and our shareholders is ultimately having our financial scorecard reflect our strategic wisdom we expect to see strong momentum in the second half of the year and into 2026. Specifically, we expect the Commerce Media Solutions will continue to grow at a triple digit rate this year and next. These results are testament to the investment we've made in the marketplace platform this Fluent team has built which is validated by the world class brand partnerships we are establishing and that trend is accelerating as Commerce Media scales. We expect to be adjusted ebitda positive in Q4 and achieve positive adjusted EBITDA for the full year 2026 and beyond. I will now turn the call over to Ryan to review the financial results.

Ryan Perfect - Chief Financial Officer - (00:13:12)

Thank you Don and thanks to everyone for joining us today. I'll now provide a review of our second quarter results. While total revenue of $44.7 million in the second quarter of 2025 reflects a decrease of 24% from the prior year, as Don just mentioned, Commerce Media Solutions revenue grew 121% to $16.1 million consistent with our expectation of triple digit growth of this business for 2025. Commerce Media Solutions represents 36% of our total consolidated revenue in the second quarter of 2025 compared the second quarter last year. We're optimistic about the growth we're seeing in Commerce Media Solutions and believe the segment is positioned to displace our owned and operated business as the main component of our consolidated revenues before the end of the year. Owned and operated revenue decreased approximately 49% in the quarter as our long term strategy has shifted to focus on Commerce Media. Media margin in the second quarter was 11.9 million which represented 26.7% of revenue compared to 15.7 million or 26.7% of revenue last year. Our Commerce Media margin in the second quarter of 2025 was 3.2 million or 20% of Commerce Media Solutions revenue compared with 2.2 million or 30.4% of revenues in the second quarter of 2024. Second quarter Commerce Media margin was compressed related to flexibility around our pricing structure. To remain competitive and win long term partners and gain traction in new verticals. As we improve monetization in those new verticals and move past short term pricing incentives, we expect Media margin to return to the high 20s on a GAAP basis. Total operating expense in the second quarter of 2025 totaled 14.9 million compared with 18.2 million in the second quarter of 2024. Interest expense in the second quarter decreased to 702,000 from 1 million in the prior year period. We reported A net loss of 7.2 million in the second quarter compared with a net loss of 11.6 million the prior year period. Net loss also improved on a sequential basis compared to 8.3 million in the first quarter of 2025. Adjusted net loss, a non GAAP measure, was 5.9 million equivalent to a loss of $0.24 per share compared with an adjusted net loss of 7.3 million or a loss of $0.47 per share in the second quarter of 2024. Adjusted EBITDA in the second quarter of 2025 was a loss of $2.8 million compared with an adjusted EBITDA loss of $4.5 million in the second quarter of 2024. As we continue to drive our shift in revenue mix to focus more on Commerce Media Solutions, we expect adjusted EBITDA margin to improve over time. Now shifting to our balance sheet. Ended the quarter with 4.9 million in cash and cash equivalents and an additional 2.4 million of restricted cash. We also announced today a private placement in excess of $10 million with multiple quality new investors as well as participation from insiders. This private placement gives us the working capital to support the continued growth of our Commerce Media business and gives us sufficient capital to reach adjusted ebitda profitability in Q4 and for the full year of 2026 and beyond. Our total net long term debt was $19.9 million at June 30, 2025 compared with $31.9 million at December 31, 2024. We had an outstanding principal balance of $20 million on our credit facility with SLR Credit Solutions. This facility provides us with a $20 million term loan and a revolving credit facility of up to 30 million that matures on April 2, 2029. We will continue to strategically utilize debt as a source of capital as our business scales. We're encouraged by the progress we've made so far this year and we believe that we're well positioned for success as we move through the back half of 2025. Commerce Media Solutions has consistently grown at triple digit pace and we're approaching a key inflection point where revenue from this segment is set to surpass owned and operated revenue as the main contributor to consolidated revenue. With that shift, we expect to deliver increased revenue, enhanced margin performance, positive adjusted EBITDA and positive cash flow for our business. With our current visibility, we expect positive adjusted ebitda in the fourth quarter of 2025 as well as full year double digit consolidated revenue growth and full year adjusted ebitda profitability in 2026. With that, we'll be happy to take questions at this time.

OPERATOR - (00:18:42)

Thank you. And as a reminder to ask a question, you will need to press Star 11 on your telephone and wait for a name to be announced. To withdraw your question, please press Star one one again. Please stand by while we compile the Q and one moment for our first question. Our first question confluent of Maria Ripps from Canaccord. Your line is open.

Maria Ripps - Equity Analyst - (00:19:07)

Great. Thanks so much for taking my questions. Can you maybe expand a little bit more on what drove some of the steeper declines in your own O segment here in Q2? And just given the run rate of the business now, what are your thoughts on sort of stabilizing the segment from here?

Dawn Patrick - Chief Executive Officer - (00:19:26)

Thanks Maria. Thanks for your question. So I'll unpack it a little bit. You guys know that the owned and operated business we've been operating for 15 years now. The first 12 we were able to drive it and grow it on a compounded average growth rate of double digits. Until the FTC settlement, we had very diversified media channels across a very wide group. So as media moved up and down in pricing, we were able to obviously adjust that and be much more adept in terms of managing across the media channels. The FTC settlement really restricted our ability to buy in certain media channels profitably and it was primarily on the biddable platforms. And those biddable platforms are even more volatile than the other channels that we're on. So if you think about it, the owned and operated, the advertiser side, the demand has stayed very, very strong. The media supply is now very, very much narrowed in terms of our diversification and there's a lot more variability in that. So we had a steep increase in pricing on those biddable platforms that happened in the later part of Q1 and launched continued into Q2 and we managed to margin. So that business has always managed to margin. We've obviously lowered the revenue but kept the margin percentage in line as we managed it. So it's a combination of obviously the volatility of those biddable platforms, but equally important, it's obviously our lack of diversification in those media channels right now. Maria.

Maria Ripps - Equity Analyst - (00:21:06)

Got it. That's very helpful. And then on your commerce media solutions, can you maybe talk about how your partnership with Rebuy is progressing and are you fully sort of engaged with the majority of brands on the platform, on the Rebuy platform or maybe talk about some of the pace of them adopting your offerings?

Dawn Patrick - Chief Executive Officer - (00:21:27)

Sure. Obviously it's still very young. We announced in June, we're two months in, but we're very Very happy with the progress that we have there with the partnership. The teams are working well and have great cultural fit. I'd say we are ahead on the product and operational side of the partnership. And you know, we've started the partnership. It had no meaningful effect in Q2. Obviously if it started in June, we're starting to see it show up on our statistics page. It's still less than 10% of our commerce media volume. But there's good momentum with onboarding the merchant partners. So there's a lot of acceleration in that piece. It's still very early days. We see tremendous upside in terms of accessing all of their 12,000 merchants and equally important, the large sort of top 50 that they go after. So we're very early stage here. We think this is something that will drive not only our growth in the second half of 2025, but significantly in 2026 also.

Maria Ripps - Equity Analyst - (00:22:35)

Great. Thanks so much for the call. Dominant.

Dawn Patrick - Chief Executive Officer - (00:22:38)

Thanks, Maria.

OPERATOR - (00:22:40)

One moment for next question. Our next question will come from the line of Patrick Scholl from Barrington Research. Your line is open.

Patrick Scholl - Equity Analyst - (00:22:51)

Hi. Thank you. I just wanted to follow up on the commerce media side. So on the new agreements that you're reaching with, are those mostly revenue share in nature or are they more like minimum guarantee? I'm just kind of curious, like how long should we think of like these margin pressures easing? Is that kind of just improved monetization helping and automatically lift that or is that, I guess what are some of the dynamics there that it should improve the margin profile?

Dawn Patrick - Chief Executive Officer - (00:23:31)

Yep. Pat, thanks for the question. And obviously our margin did decline as you saw in Q2. On the commerce media side, there's really three things that are driving that. The first is that we have launched into some adjacent commerce media solutions that are very early stage that we are starting to scale so much. Like when we got first into the post transaction side, margins were lower but as we scaled up those margins came back in line to where the industry's at. So the first piece has been some, you know, some additional solutions that we're working with existing partners on to establish and continue to build our strategic relationship. In Q3, we've already seen those margins increase significantly compared to Q2, close to doubling that. So we see that opportunity, that margins improving from Q2 over that over the new solutions that we're scaling. The second piece is, as you talked about, depending on how competitive the sales process is, we will provide some different revenue splits in a very short term targeted way to encourage them to come on to our platform faster or some guarantees to get them to move harder in Q1 and Q2 because of the lower volume. Those are fixed dollars that obviously over the course of the year will equal out. But when they're lower volume and lower margins they have a bigger impact into that. So that obviously is going to continue to trend. And then the third one is there is tremendous upside in the rebuy and the other channel partnerships that we are working on, but they tend to have slightly lower margins than the enterprise. So those are the three moving pieces in there. As we head into Q in the second half year, Pat, we have significant new enterprise clients coming on. The new enterprise solutions that we're excited about and we'll talk more about later this year obviously is starting to scale back up to the margins. So we see us getting back to historical margins in the Q4 time frame.

Patrick Scholl - Equity Analyst - (00:25:54)

Okay.

Dawn Patrick - Chief Executive Officer - (00:25:55)

And then just on the new solutions, does that change some of like the I guess advertiser relationships that you've had to that you have or have you had to find additional advertising partners to digest that inventory? For the most part it's the same advertising group. There might be a different concentration or mix depending on the but obviously one of the benefits of the owned and operated business is we used a lot of the advertiser relationships to launch into Commerce Media and then we were able to use those advertisers from both to launch and continue to have that strong demand in our newer solutions also.

Patrick Scholl - Equity Analyst - (00:26:42)

Okay, thank you.

Dawn Patrick - Chief Executive Officer - (00:26:44)

Thanks Pat.

OPERATOR - (00:26:46)

Thank you once again. That's Star 11 for questions. Star 1 1. Our next question comes from Bill Dazellem from Titan Capital Management. Sorry, Titan Capital Management. Your line is open.

Bill Dazellem - (00:27:01)

Thank you. I have a group of questions. First of all, would you please discuss the new placements beyond Post transactions that you referenced in the press release?

Dawn Patrick - Chief Executive Officer - (00:27:15)

Hi Bill, thanks for the question. We've talked about this in other earnings releases and we've sort of hinted at exciting opportunities that we were being asked to move into it with our partners that we have now. We've talked about a loyalty play which allows us to really bring our Commerce Media post transaction technology and solution into into a loyalty play to help retain existing customers of our partners. We have a couple of opportunities there that we're building and then in general what I'll call post event. So other things like post receipt or post registration, we're helping our commerce partners monetize within those other, within those other consumer experiences. So it is still pretty early days on those. But obviously they are big, very large, big opportunities beyond post transaction that we think is a very strong roadmap for continued growth.

Bill Dazellem - (00:28:22)

Dawn, would you like to expand on the post receipt and how that might work and practically how we could envision that?

Dawn Patrick - Chief Executive Officer - (00:28:37)

Yeah, the post receipt is much like the post transaction Bill. So there's obviously as a consumer goes in and is going through the flow of getting a receipt, there's like in the post transaction there's an ad module that will pop up. They'll be very targeted based on our data and our one to one marketing of what the next most relevant ad is. So from that perspective it very similar to the consumer flow and consumer experience that we have now. The only difference obviously is in the post transaction that consumer has its credit card out, they're purchasing and they are obviously much more engaged consumer than if it's a post receipt or post registration or things like that. They're still, you have to get. They're not as intended as a post transaction consumer. On the loyalty side that we talked about, it's actually quite exciting where in instead of serving up an ad, for example Hulu streaming services to one of the consumers, we will bring offers to them to bring loyalty currency, whatever that partner is to allow them to win currency, coins or points or scorecard points, et cetera. It allows them to obviously use that back into the loyalty program of our, of our partners. So it does two things. One is it turns loyalty into a, you know, to a weapon rather than a like a loss statement for our partners. And it allows us to really help them drive consumer engagement and higher loyalty throughout that. So these are still very early stages. We have obviously not a. We have a small handful of clients that we're scaling with but from an external perspective we know the demand and the need is there and our solution can drive that pretty successfully and move this to scale.

Bill Dazellem - (00:30:39)

Great, thank you. And then I believe in prior press releases you may have also alluded to this, but you explicitly stated it here in this release that your first party data differentiates you from competitors in this market. Would you please discuss how that becomes important and the implications from I guess a winning of business perspective and as a shareholder, the shareholders. So I guess really the question is what's the benefit to your customer? What's the benefit to your bottom line?

Dawn Patrick - Chief Executive Officer - (00:31:24)

Right, Got it Bill. So we announced obviously Authentic Brands Group, we announced rebuy. We will announce a number of other very large partnerships that are coming onto our platform over the next sort of four to six weeks. So we continue to win and win aggressively. The core, at the very core of it, Bill, it comes down to very simply is that we drive better results than our competitors. Right. At the end of the day, it's does the consumer experience meaningful and additive to our partners and number two, how does it monetize and how do the results come from a financial perspective? So we've been, in the two short years we've been able to really build up a very strong brand around driving results. And underneath that results there's really two things that drive that significantly. The first, as you mentioned, is our first party data asset that we built over 15 years. So if you were on a website, you're purchasing sneakers, as you know, we have milliseconds to determine who you are, what your purchasing behavior has been and will be, and how do we serve the next most relevant ad to you. That whatever amount of data that gets passed from our partner to us then goes against our fluent identity graph. So that first party data asset allows us to better identify who you are, better understand your purchasing history and your needs, and then serve the most relevant ad to you. So that along with the second piece, which is our DNA of 15 years from our owned and operated, being a performance marketer, we know how to work with our advertisers, we know how to understand audiences, what audiences monetize better versus others versus different offers and et cetera. Those are the two things that allow us to drive better results. So that first party data asset is proprietary. Nobody else has a first party data asset in the post transaction space that we're working on. And we believe that is our competitive advantage and competitive moat to driving better results.

Bill Dazellem - (00:33:39)

Said very directly that first party data allows you to essentially have more of your customers consumer convert over and take one of your ads. That means your customer makes more money and when they make more money, so do you since it's a revenue or profit split.

Dawn Patrick - Chief Executive Officer - (00:34:01)

Yes, basically that's right, Bill.

Bill Dazellem - (00:34:03)

Okay, that's helpful. And if you'll allow me a couple more, I realize I'm taking more than my share of time here. The Commerce Media second quarter revenues you stated were 16.1 million annualized, or at 16.1 million. If you annualize that, that's 64 million. The press release says that your run rate exceeds 80 million. So that implies to me that there's been new business won just in the last six weeks. Is that the right way to read that or am I somehow comparing apples and oranges?

Ryan - (00:34:46)

Hi Bill, this is Ryan. The annual revenue run rate, we use that metric because we believe that it better references kind of what the next 12 months would look like if we didn't grow from there. It takes into account seasonality that you wouldn't see there, but it doesn't take into account anything that happened after the end of the quarter. So as of 6:30, that would count all of the media partners that we had brought on through that point and take into account their annual sessions. We then take what we earn per session and kind of annualize that over a full 12 months period. So any new partners that we add in Q3, we'll add to that number additionally on top of that. But the difference you're seeing between Q2 and that annual number is seasonality, generally speaking.

Bill Dazellem - (00:35:37)

That's really helpful. Thank you. And then maybe you can help me make sure I'm doing some math correctly here. You said that you anticipate having double digit revenue growth in 2025. Last year you had $255 million of revenue. So if we take the very lowest possible double digit number is 10%. 10% growth on $255 million is $280 million. And if we remove what you have had for revenues in the first half, that would imply that you need another $180 million in the second half or to split evenly, which I understand it won't be, but if it were, that would be $90 million a quarter between Q3 and Q4. So Q3 will be something less than $90 million and Q4 something greater than $90 million to hit your target. Is that the correct math in the way you're thinking about that? Those are really massive numbers.

Ryan - (00:36:44)

Sorry, Bill, I think you misunderstood the. We've been doing triple digit growth in commerce media and what we said on the call is that we expect to have double digit growth in 2026 from a consolidated basis. So that's 2026 over 2025.

Bill Dazellem - (00:37:02)

That's 26, not 2025.

Ryan - (00:37:05)

Correct.

Bill Dazellem - (00:37:06)

So basically, the math that I did will work in six months when we know what the 2025 revenues are. Yes, that's very helpful. Okay, thank you.

Ryan - (00:37:20)

Thank you, Bill.

OPERATOR - (00:37:22)

Thank you. I'm not showing any further questions at this time. I would now like to turn it back over to Dawn Patrick for closing remarks.

Dawn Patrick - Chief Executive Officer - (00:37:31)

Thank you. This month marks an incredible milestone. It's a 15th anniversary. Fluent. And I just want to extend a heartfelt thank you to every team member, every partner and every shareholder for your invaluable contributions to this journey. Over the last 15 years, we've had incredible growth and have witnessed great milestones achieved, all thanks to your dedication and your support. We remain very bullish on our agenda and excited about our momentum we've generated. We continue to lean into the significant mega opportunity in the rapidly growing commerce media industry where we're expanding our strategic value proposition to world class partners beyond customer acquisition and delivering higher quality consumer engagement across the entire marketing funnel. As our strategic trend line continues throughout the second half of 2025, we believe shareholder value will follow. Thanks everyone and we look forward to speaking you again next quarter.

OPERATOR - (00:38:31)

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect. Everyone. Have a great day.