Fluent (FLNT) Q3 2025 Earnings Call Transcript

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Date

Thursday, November 13, 2025 at 4:30 p.m. ET

Call participants

• Chief Executive Officer — Donald Huntley Patrick
• Chief Financial Officer — Ryan Macnab Perfit
• Chief Strategy Officer — Ryan Schulke

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Risks

• Owned and operated segment revenue decreased 52% year over year in Q3 2025, and management stated this segment will continue to decline by roughly 50% in Q4, citing persistent advertising and regulatory headwinds.
• Management confirmed "some advertiser pricing and budget pullback in the later part of Q3. This appeared tied to advertiser-specific issues," and continued into early Q4.
• Adjusted net loss (non-GAAP) widened to $6.5 million (23¢ per share) in Q3 2025 from $3.7 million (22¢ per share) in Q3 2024, with adjusted EBITDA loss (non-GAAP) increasing to $3.4 million from $71,000 over the same period, reflecting profitability pressures despite segment growth.

Takeaways

• Total Revenue -- $47 million, down from $64.5 million, reflecting the accelerated shift from owned and operated to commerce media.
• Commerce Media Solutions Revenue -- $18.8 million, up 81% from $10.4 million, now 40% of total revenue compared to 16% last year, and 4% two years ago.
• Commerce Media Solutions Annual Run Rate -- Surpassed $85 million, up from $80 million in the prior quarter, underpinning Fluent’s strategic pivot.
• Owned and Operated Revenue -- Dropped 52%, with management projecting continued roughly 50% declines.
• Media Margin -- $12.8 million (27.2% of revenue), down from $18.2 million (28.1% of revenue) last year as high-margin legacy business was replaced by scaling commerce media.
• Commerce Media Solutions Media Margin -- $4.6 million (25% of segment revenue), a margin compression from 34% last year; segment gross profit margin improved sequentially by about 400 basis points to 22% from 18% last quarter as partnerships and solution mix evolved.
• Operating Expense -- $14.7 million, a reduction from $17.2 million.
• Net Loss -- $7.6 million versus $7.9 million; non-GAAP adjusted net loss increased to $6.5 million (23¢ per share) from $3.7 million (22¢ per share).
• Non-GAAP Adjusted EBITDA -- Negative $3.4 million, worsening from a negative $71,000.
• Balance Sheet -- $9.2 million in cash, and $710,000 in restricted cash, post $10.3 million private equity raise from institutional investors and insiders.
• Total Net Long-Term Debt -- $26 million, improved from $35.6 million at prior year-end; outstanding principal on SLR Credit Solutions facility at $22.6 million.
• Strategic Partnerships -- New and expanded agreements with Databricks, Authentic Brands Group (including Reebok, and other notable retail brands), Rebuy Engine (unlocking the Shopify ecosystem with access to 12,000+ merchants), and DICK'S Sporting Goods, now a top-five network partner.
• Operating Outlook -- Management projects positive adjusted EBITDA in Q4 2025, and full-year adjusted EBITDA profitability in 2026, underpinned by further commerce media scaling.
• Commerce Media Solutions' Share -- Projected to overtake owned and operated as the main revenue driver in 2025, with the segment expected to double again in 2026.
• Session Growth -- September saw over one million ad unit sessions on the Shopify channel, a 79% month-over-month increase.
• Convergence Strategy -- Management highlighted the increasing overlap and integration of owned and operated and commerce media, enabling unique supply and premium pricing opportunities.

Summary

Fluent (NASDAQ:FLNT) reported rapid growth in commerce media solutions, now comprising 40% of total revenue, but overall revenues declined as legacy owned and operated segments contracted significantly. The company announced several high-profile partnerships—including DICK'S Sporting Goods, Databricks, Authentic Brands Group, and Rebuy Engine—positioning commerce media as a future revenue engine. Management reiterated expectations for consolidated double-digit annual revenue growth in 2026, and sustained adjusted EBITDA profitability beginning in 2026, leveraging the ongoing market convergence of owned and operated and commerce media solutions.

• CEO Patrick emphasized the company’s “industry leadership position in commerce media,” noting the strategic importance of recent wins despite delayed onboarding for some clients, which reduced immediate revenue impact.
• Chief Financial Officer Perfit stated, “We believe we are in a good position with the growth and seasonality of Commerce Media Solutions to achieve adjusted EBITDA profitability in the fourth quarter of 2025.”
• CEO Patrick confirmed that “DICK'S was one of the large enterprise clients that we brought onto our platform in Q3,” marking a competitive win previously held by a top market rival.
• Management described the 400-basis-point sequential margin improvement as resulting from new solution scaling, roll-off of short-term partner incentives, and a favorable enterprise versus channel mix.
• Quarterly results included a $10.3 million private placement, which management said “significantly strengthened our balance sheet and provide us with additional capital to continue investing in the growth of our commerce media solutions.”

Industry glossary

• Commerce Media Solutions (CMS): Fluent's digital offering enabling brands to connect with consumers at key points in ecommerce journeys (including post-transaction), leveraging data and marketplace integrations.
• Owned and Operated: Proprietary properties or marketplaces directly controlled by Fluent, historically comprising the company's core revenue prior to the commerce media pivot.
• Rebuy Engine: An ecommerce personalization and upsell platform for Shopify merchants, used by Fluent as a channel partnership to access a large ecosystem of online retailers.
• Media Margin: Revenue from advertising and commerce media activities, less cost of media, used by Fluent as a key non-GAAP profitability indicator.

Full Conference Call Transcript

Operator: Good afternoon, and welcome. Thank you for joining us to discuss Fluent, Inc.'s third quarter 2025 earnings results. With me today are Fluent's Chief Executive Officer, Donald Huntley Patrick, Chief Financial Officer, Ryan Macnab Perfit, and Chief Strategy Officer, Ryan Schulke. Our call today will begin with comments from Donald Huntley Patrick and Ryan Macnab Perfit, followed by a question and answer session. I would like to remind you that this call is being webcast live and recorded. A replay of the event will also be made available following the call on Fluent's website. To access the webcast, please visit the Investor Relations page at www.fluentco.com.

Before we begin, I would like to advise listeners that certain information discussed by management during this conference call will contain forward-looking statements covered under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements made during this call only speak 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, estimates, and other words of similar meaning. The company undertakes no obligation to update the information provided on this call.

For a discussion of the risks and uncertainties associated with Fluent's business, we encourage you to review the company's filings with the Securities and Exchange Commission, including the company's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. During the call, management will also present certain non-GAAP financial information relating to media margin, adjusted EBITDA, and adjusted net income. Management evaluates the financial performance of the company's business on a variety of indicators, including these non-GAAP metrics. The definitions of these metrics and reconciliations to the most directly comparable GAAP financial measure are provided in the earnings press release issued today. With that, I'm pleased to introduce Fluent's CEO, Donald Huntley Patrick. Good afternoon.

Thank you all for joining our call today.

Donald Huntley Patrick: I'm here together with Ryan Schulke, our Chief Strategy Officer and company co-founder, and Ryan Macnab Perfit, our Chief Financial Officer. Our strategic momentum continues to accelerate, establishing an industry leadership position in commerce media. However, as we expected, our third quarter financial results demonstrate a challenging environment due to timing delays onboarding the new partners who are fueling our transformative pivot into the rapidly growing commerce media industry. On a segment basis, commerce media solutions revenue in the third quarter grew over 80% year over year, while increasing its portion of contribution to consolidated enterprise revenue from 16% in Q3 2024 to 40% in Q3 2025. As Fluent expanded its position in the commerce media industry.

As of 09/30/2025, our commerce media solutions business surpassed an annual revenue run rate of over $85 million as we grow our market share based on the consumer value we are creating for our partners and advertisers. Q3 Commerce Media Solutions finance results would have been even more impressive in the quarter if not affected by two factors I'd like to call out. Number one, some new partner wins launched on our platform later in the quarter than anticipated and, therefore, had less impact on our revenue and gross profit for the quarter. These wins will impact full quarters moving forward.

Number two, consistent with the industry, we saw some advertiser pricing and budget pullback in the later part of Q3. This appeared tied to advertiser-specific issues, which you are seeing continuing in early Q4. Our positive Commerce Media Solutions growth trend was not enough to offset our owned and operated marketplaces decline, which remained near 50% year over year, exacerbated by strong advertising and regulatory headwinds. That being said, we are very pleased with the growth of ecommerce media solutions. And as commerce media solutions becomes a bigger piece of our consolidated revenue pie, expect enhanced results and profitability to closely follow.

Contributing to our enthusiasm for commerce Media Solutions, we announced several new and expanding partnerships in the quarter with leading industry partners like Databricks, and top-tier brands, including Authentic Brands Group, the world's leading sports, lifestyle, and entertainment brand owner. Partnerships like these are the cornerstone of our commerce media solutions growth. Our marketplace credentials continue to be validated by a stable of iconic global brands who are choosing to partner with us. Our growing list of world-class partners recognizes the fundamental value we are creating in building consumer loyalty. As we consistently exceed our partner's revenue and our advertisers' return on ad spend expectations.

Lastly, during the third quarter, we completed a $10.3 million equity raise that included new fundamental institutional investors and insiders, which significantly strengthened our balance sheet and provide us with additional capital to continue investing in the growth of our commerce media solutions. Slide four reiterates just how excited we are about the commerce media solutions and the tremendous upside that is presenting us for our business. Commerce Media Solutions has a current annual run rate of over $85 million, up from $80 million a quarter ago, and we expect this growth to continue as we capture a larger share of the market.

Taking a step back for a moment, what's most important to the business and for our shareholders is ultimately having our financial scorecard reflect our strategic vision. As such, and as we have identified as a core milestone in our strategic plan, we expect our financial pivot will deliver trend line shift in Q4, where Fluent's gross profit is expected to grow by double digits quarter over quarter for the first time in ten quarters resulting in positive adjusted EBITDA. I want to reemphasize that our enthusiasm for ecommerce media position is numbers validated.

Our current second half momentum is expected to deliver triple-digit revenue growth year over year, a testament to our commerce media solutions platform capability that is earning us world-class brand partnerships. We believe this will result in strong Fluent enterprise and a double-digit year-over-year revenue growth in 2026 as our overarching shift in mix strategy begins to drive improved consolidated results. As you can see by the graphs on slide five, commerce media solutions made up 40% of our total revenue in the quarter, up from 16% in third quarter 2024 and 4% in 2023.

Looking ahead, we see the opportunity to better leverage our owned and operated business and the strong brand equity we built in the marketplace over the last decade. As a springboard, for more aggressive growth for our commerce media solutions. More specifically, as the marketplace continues to evolve, we are beginning to see a convergence between our owned and operated in commerce media capabilities the commerce media marketplace. Creating differentiated opportunities with our partners and advertisers that we are uniquely qualified to address. Commerce Media Solution provides highly engaged and extremely valuable audiences for advertisers.

The convergence of owned and operated rewarded experiences, and commerce media is enabling us to build unique proprietary demand for our partners while enhancing our competitive advantage. An example of this convergence during Q3 is that we were able to deepen our penetration with two existing owned and operated advertising verticals into the commerce media marketplace, which quickly grew past 40% of our commerce revenue. Building unique supply and demand increased our commerce media competitive moat, and rationalizes the continuing value of our owned and operated marketplace. We expect that Commerce Media Solutions revenue will surpass owned and operated in 2024 as the main driver of consolidated revenue, supported by increased activity in commerce media, around the holiday season.

We entered several new and exciting partnerships in the quarter, which will be key drivers both of our commerce media solutions and our consolidated revenue growth. Our partnership with Databricks allows us to enhance and expand our data collaboration capabilities, which we expect to significantly enhance the performance of our commerce media solutions. As a part of this partnership, we also welcome the board to key leadership hire in Virginia Marsh, who joined Fluent as head of data and agencies to drive and support the ongoing growth of our data collaboration capabilities.

Also in the quarter, we expanded our existing partnership with Authentic Brands Group, a leading sports, lifestyle, and entertainer brand owner generating over $32 billion in global annual retail sales. Through this broader agreement, Fluent will support post-purchase monetization for additional brands such as Reebok, Vince Camuto, Volcom, Champion, RVCA, DC Shoes, and more, with the goal of adding millions of annual transactions to our growing commerce media partner network. Another one of our many partner integrations is our strategic partnership with Rebuy Engine, a leading ecommerce personalization platform for Shopify brands. This partnership opened an expansive network of over 12,000 active ecommerce brands on the Shopify ecosystem, which is a new channel and business opportunity for us.

Our integrated solution, Revi Monetize powered by Fluent, continues to perform well as this partnership scales across the Shopify platform. In fact, we saw more than 1 million ad unit sessions in September alone, representing a 79% increase on a month-over-month basis. This channel provides a catalyst of upside as we cultivate new business relationships where we did not previously have access. Before turning the call over to Ryan, I would like to provide a quick update on our outlook. As we move through the fourth quarter and close out 2025. Regarding our future, we believe this is just the beginning. As we aggressively scale our commerce media business, we see an exciting emerging market development before us.

I'll provide a thumbnail sketch today that will further delineate in future earning releases in 2026. I referenced the industry-wide strategic convergence before us, where the commerce media, the rewarded owned and operated marketplaces continue to evolve and merge. And where our loyalty marketing strategy can create competitive advantage for Fluent. We believe we are uniquely differentiated in the space to win big, by leveraging what we've learned and perfected in our rewards grounded owned and operated properties, premium pricing, high intent audiences, and CRM-driven optimization. Although it's early, this converging marketplace has the potential to significantly accelerate Fluent's consolidated business growth. We look forward to updating you further as we progress. Thank you, Don.

Thanks to everyone for joining us today. I'll now provide a review of our third quarter results. Total consolidated revenue was $47 million in 2025,

Ryan Macnab Perfit: compared with $64.5 million in the prior year. However, commerce media solutions grew 81% to $18.8 million compared with $10.4 million in 2024. Commerce Media Solutions has demonstrated continued momentum with the annual revenue run rate from this business now exceeding $85 million and its revenue representing 40% of our total consolidated revenue in 2025, compared with just 16% in the third quarter last year and 4% in 2023. Commerce Media Solutions continues to grow at a rapid pace, which is our expectation as we invest in and scale this business.

With the bump in consumer spending that we see around the holiday season, we expect CMS to overtake our owned and operated business in 2025 as the main driver of consolidated revenue. This will be a key inflection point for Fluent. Owned and operated revenue decreased 52% from the prior year, and we expect the year-over-year decline of roughly 50% to continue into Q4 as we focus more of our effort and capital on commerce media growth. Media margin in the third quarter was $12.8 million, which represents 27.2% of revenue compared to $18.2 million or 28.1% of revenue last year.

Commerce media solutions media margin in 2025 was $4.6 million or 25% of the Commerce Media Solutions revenue, compared with $3.5 million or 34% of revenue in 2024. As we mentioned in our second quarter call, margins were compressed in Q2 due to a strategic choice to offer more flexible pricing structures to win new partners and penetrate into new placements beyond post-transaction. We saw this strategy start to pay off in the third quarter as Commerce Media Solutions gross profit margins increased sequentially to 22% as compared to 18% in 2025, or an increase of roughly 400 basis points.

As we continue to monetize these new opportunities, we expect commerce media gross margin to return to the high twenties over time. On a GAAP basis, total operating expense in 2025 totaled $14.7 million compared with $17.2 million in 2024. Interest expense in the third quarter decreased to $711,000 from $1.3 million in the prior year period based on a lower outstanding loan balance and lower interest rates. We reported a net loss of $7.6 million in the third quarter compared with a net loss of $7.9 million in the prior year period.

Adjusted net loss, a non-GAAP measure, was $6.5 million equivalent to a loss of 23¢ per share, compared with an adjusted net loss of $3.7 million or a loss of $0.22 per share in 2024. Adjusted EBITDA in 2025 was a loss of $3.4 million compared with an adjusted EBITDA loss of $71,000 in 2024. We believe we are in a good position with the growth and seasonality of Commerce Media Solutions to achieve adjusted EBITDA profitability in the fourth quarter of 2025, and as we continue to drive our shift in revenue mix to focus more on CMS, we expect adjusted EBITDA to be positive for the full year 2026 as well. Shifting now to our balance sheet.

We ended the quarter with $9.2 million in cash and cash equivalents, and an additional $710,000 in restricted cash. During the quarter, we successfully completed a private placement in excess of $10 million, including both fundamental institutional investors and insiders, representing shareholder confidence in our long-term strategy. This transaction provided us with the working capital to support the continued growth of our commerce media solutions business and our strategy to drive revenue growth and adjusted EBITDA profitability in 2026. Our total net long-term debt was $26 million at 09/30/2025 compared with $35.6 million at 12/31/2024. We had an outstanding principal balance of $22.6 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 04/02/2029. We will continue to strategically utilize debt as a source of capital as our scales.

Donald Huntley Patrick: This has been a very exciting year to date for

Ryan Macnab Perfit: Fluent as it pertains to our commerce media solutions business. Looking ahead, we believe that we are ideally positioned with a clear and defined strategy, a proven growth catalyst, and the liquidity to continue investing in commerce media solutions to capture additional share of this rapidly growing market. In addition to the enhanced revenue, margin performance, and cash flow that we anticipate as commerce media solution scales, we remain confident in our expectation that we will achieve positive adjusted EBITDA in 2025 as well as full-year double-digit consolidated revenue growth and full-year adjusted EBITDA profitability in 2026. With that, we will now open the call up for questions.

Operator: Thank you. And wait for your name to be announced. Our first question comes from the line of Maria Ripps from Canaccord Genuity.

Donald Huntley Patrick: Hi. This is Matt on for Maria. Thanks for taking our questions. Just wanted to ask about the rebuy partnership. I mean, the momentum you're seeing in commerce media more broadly is encouraging and that seems like you're seeing some strong results early from rebuy. Don, I think you said 1 million ad unit sessions in September, I believe. Could you just expand upon some of the trends you're seeing with earlier client cohorts in terms of retention and wall share post tracks? Post transaction inventory. And then as we think about, like, ad load on these sort of, you know, post transaction pages, is there opportunity to expand that over time, or is it pretty static?

And I just have a quick follow-up. Thanks. Yeah. Hey, Matt. Thanks for your question. I'll hit rebuy first, and then we can get to your ad load questions. So what's really exciting is we're only five months into We signed this in June. You know, and it we a lot of the first part was around the tech integration the marketing integration. So we're quite excited by the momentum that it has, and it is now one of our top five media partners across our entire network. So it has been expanding and it's been expanding aggressively. So we're quite excited about the opportunities. As you know, you know, that also opens up the Shopify ecosystem. Us.

So, you know, it that they are our main channel in which to get access to over 12,000 merchants that they work with. On the Shopify ecosystem. So it's a phenomenal partnership. Very early days. It is expanding rapidly. As you talked about. And we see even deeper expansion and other solution expansion with these with rebuy as we head into 2026. So I would tell you from a from a standpoint of where we're at, we're quite excited, and it's very early days in a very large market that we did not have access to previously.

And the trends, you know, they have a lot of small merchants small merchants that, you know, do less train you know, under a million transactions annually, where our enterprise sales group goes after, obviously, you know, a large enterprise brands that do, you know, millions of transactions annually. So us for us to work through rebuy, it's a very efficient channel. And a very successful channel for us. Does that answer your question, Matt, around trends? Or in rebind? Yeah. Yes. Very helpful. Thanks.

Operator: Yeah. And then I didn't understand if you just expand a little bit, you had a question around ad

Donald Huntley Patrick: load. And expansion of ad load. So can you just expand on that? Yeah. I guess I was just is there an op opportunity to sort of add more, like, you know, add impressions on the post transaction page, or are they pretty saturated already?

Ryan Macnab Perfit: You know, with how you guys are approaching it now?

Donald Huntley Patrick: Yeah. Understand the question. That's a good it's a good one. So, ultimately, it comes down to consumer experience. And each partner we have obviously has a different type of experience that gets to post transaction. So, for example, if you were a consumer on one of our one of our media commerce partners and you already were served something around loyalty. You already were served a survey, etcetera. We will then tend to lower that the number of impressions that we that we extend to them in a post transaction spot. If they're not served at, we might serve you know, two or three type of impressions.

So it really comes down to the consumer experience on our partners' site. And I think it's one of our competitive advantages where we're really we really understand how to curate a consumer experience that's meaningful and effective. That's long term drives loyalty for that for that consumer on that property. So it's very, very partner specific. Where we are making expanding our ad our ad serving is outside of post transaction. So we are doing things around pre checkout areas.

We're starting to put some we have a number of different solutions that are going out, before that post transaction, and you'll hear us talk a lot more about that expansion of our solution of our a very adjacent solution set. In the commerce market as we get into 2026.

Ryan Macnab Perfit: Got it. Thanks. Looking forward to that. That was very And then just really quick on the Authentic Brands partnership. Is this is this a, like, a greenfield win net new for Fluent, or does scaling this relationship essentially mean that you'll be you'll be taking share from other providers?

Donald Huntley Patrick: Yep. We another great question, Matt. We had a number of authentic brands originally. And a number of the other they have a, obviously, a portfolio of brands. Some of their other brands with the largest competitor. So in this specific example, winning the Offend brands was a conquest over the largest competitor in the marketplace.

Ryan Macnab Perfit: Got it. Got it. That's good to hear. Thanks very much, guys. I'll jump back into the queue.

Donald Huntley Patrick: Thanks, Matt.

Operator: Thank you. One moment for our next question. Our next question comes from the line of Patrick William Sholl from Barrington Research.

Ryan Macnab Perfit: Hi. Thanks for taking the questions.

Patrick William Sholl: I was just wondering if you could talk a little bit the ad pullbacks that you talked about in the prepared remarks. Was that specific to the commerce media segment? Or more broadly? And then, like, could you just maybe talk about like, some of the industries affected and what if that macro driven or what could be driving that? Yep.

Donald Huntley Patrick: Hey, Pat. Thanks the question. So I'll start at the highest level and then I'll kind narrow it down deeper. For the most part, for all of 2025, our partners have been what I'll call more conservative and more short term in sort of their thinking process. Obviously, they've, you know,

Ryan Macnab Perfit: all had to deal with tariffs, the impact of tariffs, the lack of visibility in their businesses, and what would really come

Donald Huntley Patrick: So for the most part of 2025, we saw a very know, more of a shorter term thinking around budgets and moving things around in order to in terms of where the efficiency of that channel existed. So we've seen that repeatedly, you know, in with our with our partners, they quite honestly said, you know, what if they had one strategy and then new tariffs came in at a different country that they were involved in, obviously, they had to sort of pivot and move and so we in general, that's what we've seen throughout the course of the year.

Specific to my comment on the earning script, and this kind of led us to a different a very what we're really excited about on the strategic path here is there's been some traditional advertisers that have been in commerce media for a while. And there were specific things that were going on in their industry. And that require that basically had them pull back some budgets or lower pricing as we saw in the later part of Q3 and early part of Q4. So it was very specific to their business and the industry that they existed in.

One of the things we've talked about and one of the things we're really excited by, Pat, is, you know, the word convergence and how we're kinda looking at that business. So know, we've we launched commerce media knowing that our owned and operated properties provided us great competitive advantage with that first party data asset. And our performance marketing expertise of curating audiences and building those audiences in a meaningful and effective way. Because of some of this pullback, we have now started bringing our owned and operated advertisers who have not advertised before on commerce media into commerce media.

So not and we've been able to teach them how to buy show them how their ROAS works, and really get them to scale. And the number we gave in the earnings was over 40%.

Ryan Macnab Perfit: Of our

Donald Huntley Patrick: monetization in Q3 was tied to these new proprietary advertisers that we're bringing onto our network. So we're quite excited by that. Obviously, the supply of our media is proprietary. They're three-year contracts, and we provide a unique proprietary supply for advertisers. Now we're able to provide go to our media partners and say we have now have a unique and competitive and differentiated audience to connect and make it a more meaningful experience to you. So it's still very early days around that, but we're very excited about how that owned and operated advertisers can start to purchase in a meaningful way a pre and, quite honestly, a premium pricing way to drive a differentiated marketplace for ourselves.

Patrick William Sholl: Okay. And then on the 2026 outlook,

Ryan Macnab Perfit: could you

Patrick William Sholl: maybe sort of talk about, like, what you're seeing in terms of, like or what you feel needs to happen with in the o and o segment assuming that you're continuing to grow at a really solid clip, within commerce media, but what needs to happen within the O and O segment to hit the profit trends and, you know, perhaps also the revenue growth. So I guess, you know, double digits is a is a wide range.

Donald Huntley Patrick: Yeah.

Ryan Macnab Perfit: Yep. So we've we've stated, you know, we've grown commerce media

Donald Huntley Patrick: obviously doubled it from 24 to 25. We believe will double it again in from 25 to 26 based on the wins that we've had in '25 and our pipeline and things that are coming on board early twenty six. So that is, you know, Ryan talked about in his comments, that shifting of the mix and being the majority of our business is the core driver to our consolidated earnings, both consolidated revenue growth and back to profitability. The owned and operated business has declined significantly 50% year over year. And we, in our forecast, anticipated to continue to decline. Although we are seeing we're starting to see some You know, it exhibits some stability.

It was negative 3% when you looked at Q2 to Q3. And we think this convergence that we've talked about where we can bring our We've seen similar type of trends so far in Q4. advertisers, unique advertisers on will help provide some of that stabilization. But for the forecast, and the guidance that we're giving you, we continue to project that owned and operated business will decline.

Patrick William Sholl: Okay. And then back to the commerce media side, talked about the high 20% margin range from its current level.

Operator: Guess,

Patrick William Sholl: how quickly do you sort of do you anticipate, like, achieving that type of level? Mean, like, you bring on new partners and you might have, like, a minimum guarantee or a lower initial but I guess, yeah, just over the longer term, how does that sort of blend higher?

Donald Huntley Patrick: Yeah. You know, from a from a macro perspective, Pat, we've obviously you've seen an increase from Q2 to Q3. We anticipate, and we are seeing an increase a similar increase from Q3 to Q4. The margins have been lower margin drivers have been what we talked about. New solutions that we brought on that we're scaling. We also have provided some short-term incentives to get some partners onto our platform. And in terms of, you know, implementing different revenue splits or bonuses. And then the last piece that's affecting that is I'll call the mix of what I'll call enterprise channel, which is working directly with these brands.

And then also the like, Rebuy is a channel partnership, and we obviously have lower margins in that because, obviously, they're they're they're sharing those margins with us as a channel partner. So some of it's mix, but a lot of it has to do with that scaling that we have around those new solutions. And eliminate and the short-term incentive start to start to wear off. So we see us getting into 20 in the late twenties continue to incrementally increase on a quarter by quarter basis.

Operator: Okay. Thank you.

Donald Huntley Patrick: Alright. Thanks, Pat.

Operator: Thank you. One moment for our next question. Our next question comes from the line of William Joseph Dezellem from Tieton Capital Management.

Patrick William Sholl: Thank you. When one goes on the Dick's Sporting Goods website, it and you complete the purchase, it is powered by Fluent. So my question for you is did we read that correctly? First of all, is DICK'S Sporting Goods now a client that you've not referenced in your release here? And, secondarily, if that's accurate, when did that relationship begin?

Donald Huntley Patrick: Yep. Thanks, Bill. Thanks for the question. So, you know, we're often not allowed to disclose our partners without their approval from a marketing perspective. But you are absolutely right. DICK'S was one of the large enterprise clients that we brought onto our platform in Q3. And

Ryan Macnab Perfit: know,

Donald Huntley Patrick: as you know, Dick's and the other ones that we brought on, they're they're iconic world-class brands. We're really proud to work with them. I also wanna thank you for supporting Dick's Sporting Goods and Florida at the same time, Bill. Dickson specifically is a really exciting win for us back in twenty four. They ran a RFP, and they did not select Fluent. They selected the largest competitor in the market in '24. In '25, they came back to us. And said they weren't happy. They weren't getting the results or partnership they wanted. And they came to us in less in a in a very short time.

So getting that type of win back and having proved out our value proposition with that is in a very, obviously, a very exciting opportunity for us and one we can continue to leverage with our brand. You know, we are working with some of the largest and most sophisticated brands in the in the world. And, you know, we're quite proud that, like, a validation of a dick's coming after choosing someone else coming back to us really reinforces our leadership position in Fluent. And also the leadership position we have in commerce media that we built in a in a very, very short time frame. And Have you been on any other websites for us? Bill?

William Joseph Dezellem: Possibly a few, but let's stick with this one for a moment if I may. Good. So when did when did this actually convert over It sounds like it converted from your largest competitor to you all. When did that conversion take place?

Donald Huntley Patrick: It took place in September. So came on the end of at very '3.

William Joseph Dezellem: So that did not have a great influence on the on the third quarter results then.

Donald Huntley Patrick: That's right. I mean, most of, you know, the commerce media business did grow 80%. As you know, we've clearly we've clearly signaled that we expect it to grow over 100% for the year, and we believe we are still expected to get there. There's some fluctuations quarter by quarter, and that's a good example of a fluctuation The you know, they came on if they came on in July or August, it would have a bigger impact on our financials. A delay that is primarily again, we have to match up to what our partners need and their timing around how they can implement in their in their tech road map

Ryan Macnab Perfit: know,

Donald Huntley Patrick: getting live in September was certainly affected Q3, but going forward for the life of contract now, we have them every single quarter.

William Joseph Dezellem: That's helpful, Don. And clearly, DICK'S is a is a high volume a high volume retailer

Donald Huntley Patrick: But

William Joseph Dezellem: we don't have a an understanding or a perspective of how their volume would match up relative to the rest of your business. So maybe just taking what they did in the last year, with the with the competitor, if they were to repeat that in the next twelve months? What proportion of your Media Solutions business would they represent?

Donald Huntley Patrick: Yeah. They'll that's a good question. They'll be a top five partner for us from a session standpoint. So between rebuy and DICS, you know, we've added two you know, top five partners in that in the quarter scaling. Rebuy obviously came on in June, but really scaled throughout the throughout the third quarter.

William Joseph Dezellem: Okay. That's that's helpful. And then you kind of addressed this, I think. But the 80% growth that you had in the third quarter in Commerce Media Solutions didn't match with triple digits that you've talked about. And did you essentially just say that was simply a timing of not having a couple clients come on as quickly as you had anticipated?

Donald Huntley Patrick: Yes. When if you take a step back, it will you know, quarter by quarter will fluctuate based on the timing of when things go live on our platform. And, you know, we anticipate as being continuing to double from 24 to 25. And as I said, we feel very good about doubling again in '26.

William Joseph Dezellem: That's that's helpful. And then the 400 basis point sequential gross margin improvement in that business, that was simply tied to the roll off of some initial incentives with some larger customers is that is that what we understood your earlier comments to explain.

Donald Huntley Patrick: Yeah. It came it came from what I'll call all three bills. The first is, obviously, we had some other commerce media solutions that were we're investing in and scaling. And, obviously, much like the post transaction business when we started it, you know, the margin was lower. And as we scaled, it got to higher margins. So some of that was new solutions that started to show better margins. Some of it was some of these incentives that we put in place. And then, you know, even though rebuy has grown significantly and is a top five, you know, overall, the mix of, you know, what I'll call channel partnerships versus

William Joseph Dezellem: And then given that some of these new

Donald Huntley Patrick: Enterprise. The enterprise mix was larger in Q3.

William Joseph Dezellem: CMS solutions or that you're ramping kind of not in the post transaction arena. You must have some pretty meaningfully frankly, pretty exciting expectations for those if what you were doing on the front end was enough to And then to influence the margin negatively in Q2, swing more favorably in Q3. Is that correct? Or are we reading too much into that?

Donald Huntley Patrick: You're right. You're right about your assumption, Bill. We can again, we'll we continue to see you know, we look at the margins overall but we also look at the margins when they need solution. In terms of what's the target If it's below, it's an investment If it's, you know, if that we have very strict margin restrictions in terms of how we look at the businesses and scale the businesses. So, you know, we consciously maybe make investments in certain areas, either to get to critical mass or win a large brand that we know we can leverage, and leverage to get more business from.

William Joseph Dezellem: Okay. And I realize I'm taking probably more time than I should here. But if that's the case and you're able to scale that, quick here, from Q2 to Q3, Would the implication be that in '26, these new solutions that, hopefully, you'll be talking more about in future quarters, that those will be needle movers in '26 Yes. But we also will add other

Ryan Macnab Perfit: adjacent solutions also, Bill.

Donald Huntley Patrick: So the answer is yes. The ones that we've started that were scaling will be needle movers in 2026. Absolutely.

Ryan Macnab Perfit: But we'll also you know, we are we are in a

Donald Huntley Patrick: fortunate position that as we've talked about, commerce media is exploding in growth, there's lots of lots of tailwinds.

Ryan Macnab Perfit: And our ability to drive superior results

Donald Huntley Patrick: compared to our competitors with our partners, you know, obviously, we're able to start to move into other solutions for them and help them, which makes us more strategic and also obviously allows us to drive better revenue, better margins. So know, we're gonna balance those two as we as we go and we balance them in 2025. Balance them again in 2026.

William Joseph Dezellem: So, Don, then if we read that forward, we would be we need to expand our horizon and not be so narrow-minded as thinking that commerce media solutions is really primarily or totally a post transaction business. You're building a lot around that is what you're saying, and that this is gonna we need to be broader in our thinking in terms of what you're going to be doing for your customers in that division.

Donald Huntley Patrick: Yeah. It's absolutely right. Bill. It's it's a broader opportunity in a in a much larger share of the market. We you know, post transactions where we got in, it was it quite honestly is the hardest place to get access to because it's the most valuable place for a commerce partner when consumer has their credit card out and buying. It's also the most valuable piece for our advertisers. So we got into the right spot. We've been able to prove our results and get our brands, and we are gonna now leverage that into adjacent solutions by leveraging you know, the technology investment and the data investment that we've already built up over the years.

So it we it will allow us to be stickier with our

Ryan Macnab Perfit: our

Donald Huntley Patrick: with our partners and also more valuable and strategic.

William Joseph Dezellem: Great. Thank you. I have a couple of more questions, if I may. First of all, is that the owned and operated essentially stabilized as you pointed out this quarter. Sequentially. And that sounds like it's continued in the fourth quarter.

Ryan Macnab Perfit: What are the dynamics that

William Joseph Dezellem: are leading to this positive change? Yep. Yep. You know, it's it's always a number of factors

Donald Huntley Patrick: Bill, you know, that business has obviously been hampered by the FTC. Settlement and our limited ability to get to the media. Or the diversified media platforms are very concentrated. Number one was those platforms have been relatively stable, which has helped us. But I think the more important play here in the strategic play is the convergence that we've been talking about. We've been able to bring we've been able to help bring you know, our owned and operated advertisers that have not previously been an advertising commerce media. We've been able to bring them in, and that also allows us to leverage our relationship across both owned and operated and commerce media with these advertisers.

So and that has that clearly allows us to be looked upon as a more strategic partner for them, which allows us to manage across those two different platforms more effectively. So I think a lot of it has to do with obviously, the platforms. But more importantly, we're able to now provide proprietary demand for our and exclusive demand to our to our media partners at the same time having that you know, media partners and providing exclusive supply to these advertisers. So it's that flywheel that we believe is the core of the assets of the owned and operated business that we've leveraged to get into it. We've said it's a huge competitive advantage to us.

It has proven out so far from us being able to deliver better results. And now we're starting to see the flywheel around how we how we can provide even more differentiated solution and marketplace.

William Joseph Dezellem: Congratulations on that. One additional question, please. So the nine months adjusted EBITDA as listed in the release, is a negative $9 million. But you've said that the full year is going to be positive. So the implication are we doing this right? The implication is that the fourth quarter adjusted EBITDA needs to be at least $9 million plus.

Donald Huntley Patrick: Yep. I Bill, I think you read it wrong. We said that our

Ryan Macnab Perfit: Q4 adjusted EBITDA will be positive.

William Joseph Dezellem: Okay. You've not said that the full year will be positive? Next year full year will be positive. Yes.

Donald Huntley Patrick: We said in 2026, the full year, that will be positive. Yes. Driven by triple-digit growth in commerce media, and really shifting. We're at we're at the point where, you know, it's gonna be greater than 50% of our business. And that commerce media growth will now start to drive the consolidated results of the

William Joseph Dezellem: Great. Thank you for clarifying, Meyer. And congratulations on the turn that's happening.

Donald Huntley Patrick: Yep. Thank you, Bill.

Operator: Thank you. At this time, I would now like to turn the conference back over to Donald Huntley Patrick for closing remarks.

Donald Huntley Patrick: Thank you. We remain bullish about our prospects and are very excited about the momentum we're generating as we lean into a significant

Ryan Macnab Perfit: what we believe is a mega growth opportunity

Donald Huntley Patrick: in commerce media. As for the numbers, we want to emphasize for clarity. We expect Fluent to achieve consolidated double-digit revenue growth in 2026. Driven by triple-digit growth in commerce media solutions as well as adjusted EBITDA profitability in Q4 2025 and full-year adjusted EBITDA profitability in 2026. Thank you for joining our call today. We look forward to updating you on our progress in the next earnings release.

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

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