Fluent Corp.CSE: FNT.U

FLUENT Reports Second Quarter 2025 Results

- Rosa cultivation facility’s first harvest is largest in FLUENT history 
- Buffalo cultivation facility commences operations with exclusive partnership with Connected Cannabis 
- New Interim CEO appointed to lead strategic and operational pivot

TAMPA, Fla., Aug. 26, 2025 (GLOBE NEWSWIRE) --  FLUENT Corp. (CSE: FNT.U) (OTCQB: CNTMF) ("FLUENT" or the "Company"), a vertically-integrated, multi-state cannabis company, today announced its financial and operating results for the second quarter ended June 30, 2025. Unless otherwise indicated, all financial results are presented in U.S. dollars.

Management Commentary

“While Q2 results fell below expectations, just a few weeks into my role as Interim CEO I have been deeply impressed by the energy and focus of our entire team as we drive a strategic turnaround. We remain fully committed to operational excellence — with a clear focus on being customer-centered, achieving profitable growth, maintaining disciplined cost management, and executing our strategic initiatives,” said Dave Vautrin, Interim CEO of FLUENT.

“We believe we are entering a strategic inflection point on several fronts. On the cultivation side, we are proud to celebrate the first harvest from our new Rosa facility in Florida. This harvest, the largest in FLUENT’S history, paired with enhanced quality, underscores the growing strength of our cultivation platform. In New York, we anticipate that our recently announced exclusive partnership with Connected Cannabis, a leading cannabis brand and operating team, at the Buffalo facility will provide exceptional genetics and increased indoor cultivation, supporting consistent product quality and competitive pricing in step with growing statewide demand.”

Q2 2025 Financial Highlights (vs. Q2 2024)

  • Revenue was $26.7 million compared to $27.3 million.

  • Florida revenue was $19.3 million compared to $23.1 million.

  • Gross profit before fair value adjustments1 was $10.4 million or 39% of revenue, compared to $13.8 million or 50.5% of revenue.

  • Adjusted EBITDA was $3.9 million compared to $7.7 million, mainly driven by lower revenue and increased production costs.2

  • Cash flow generated by operations for the three months ending June 30, 2025, was $3.2 million compared to cash flow provided by operations of $ 2.8 million for the three months ended June 30, 2024.

  • On June 30, 2025, the Company had approximately $22.9 million of cash and cash equivalents and $78.1 million of total debt outstanding, with approximately 475 million common shares outstanding on an as-converted basis, compared to $8.5 million of cash and cash equivalents and $67.5 million of total debt outstanding, with approximately 300 million common shares outstanding on June 30, 2024.

Recent Operational Highlights

Company Footprint:

  • As of the end of the reporting period, FLUENT operates a total of 42 retail locations and 8 production facilities across its key markets of Florida, New York, Pennsylvania, and Texas.

Florida:

  • Rosa indoor cultivation facility’s inaugural harvest in August marked the largest in Company history.

  • A review of the Florida retail network is underway, with a focus on driving profitable growth.

New York:

  • Buffalo indoor cultivation facility commenced operations in an exclusive partnership with Connected New York Inc. (“Connected Cannabis”), supporting cultivation of single tier high-quality, indoor flower and doubling FLUENT’s capacity.

  • Connected Cannabis’ portfolio of products, including Connected and Alien Labs, is anticipated to hit shelves in late Q4 2025.

  • Growth of ENTOURAGE wholesale division remains a priority to continue to drive the Company’s wholesale revenue growth across the state.

  • Recent Office of Cannabis Management compliance actions have not impacted FLUENT’s business.

Texas:

  • Construction of the Houston Education and Pick-Up Center is nearing completion.

  • Management awaits guidance from the state following recent legislative developments to determine next steps in the state.

Pennsylvania:

  • The Company continues to monitor legislative changes to assess growth opportunities.

1 Gross profit before fair value adjustments is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates gross profit before fair value adjustments from gross profit plus (minus) the changes in fair value of biological assets, as presented in the consolidated statement of operations.

2 Adjusted EBITDA is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates Adjusted EBITDA as EBITDA (being calculated as the net income (loss), plus (minus) interest expense (income) and finance transactions costs, plus taxes, plus depreciation and amortization) plus (minus) the changes in fair value of biological assets, plus (minus) the changes in fair market value of derivatives, plus (minus) certain one-time non-operating expenses, as determined by management.

Conference Call

The Company will not host an earnings call for the quarter.

About FLUENT Corp.

FLUENT, a national cannabis consumer packaged goods company and retailer, is dedicated to being one of the highest quality cannabis companies for the communities it serves. This is driven by FLUENT's unrelenting commitment to operational excellence in cultivation, production, distribution, and retail experience. FLUENT produces an assortment of cannabis products under a diverse portfolio of brands including MOODS, Knack, Wandr, Bag-O and Hyer Kind. FLUENT operates in Florida, New York, Pennsylvania, and Texas. Headquartered in Tampa, Florida, FLUENT employs 700 employees across 8 cultivation and manufacturing facilities, 42 active retail locations and a wholesale division which trades under ENTOURAGE servicing third party retailers in New York. For more information on the Company’s wholesale division ENTOURAGE, please visit https://entouragewholesale.com/.

FLUENT’s common shares trade on the Canadian Securities Exchange under the symbol “FNT.U” and on the OTCQB Venture Market under the symbol “CNTMF”. For more information about the Company, please visit www.getFLUENT.com and investors.getFLUENT.com/.

Forward-Looking Information

Certain information in this news release may constitute “forward-looking information” within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved” or similar expressions and includes, but is not limited to, statements with respect to the senior leadership team’s efforts to complete a strategic turnaround; the Company’s expectations for being customer-centered, achieving profitable growth, maintaining disciplined cost management, and executing strategic initiatives; the Company’s expectations regarding the recently announced exclusive partnership with Connected Cannabis; the expectations for growing demand in New York State; and the anticipated timing for the availability of the Connected Cannabis portfolio of products. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the Company’s expectations, estimates, and projections regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.

Investors are cautioned that forward-looking information is necessarily based on many opinions, assumptions, and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the Company’s ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of the Company and the timing associated therewith; the timing of any changes to federal laws in the U.S. to allow for the general cultivation, distribution, and possession of cannabis; regulatory and licensing risks; changes in cannabis industry growth and trends; changes in general economic, business and political conditions, including changes in the financial markets; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation, including the Company’s interpretation of such regulation; public opinion and perception of the cannabis industry; and the risk factors described in the public filings of the Company filed with Canadian securities regulators and available under the Company’s profile at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Company, through several of its subsidiaries, is directly involved in the manufacture, possession, use, sale, and distribution of cannabis in the adult-use and medical cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the United States Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable United States federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with adult-use and medical cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under United States federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect operations and financial performance.

The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. For further information visit: https://getFLUENT.com/ and https://investors.getFLUENT.com/.

Investor Relations Contact:
investors@getFLUENT.com

Media Contact:
press@getFLUENT.com

Officer Contact:
Matt Mundy, Chief Legal Officer
(850) 972-8077

FLUENT CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of June 30, 2025 and December 31, 2024

June 30,

December 31,

(USD '000)

2025

2024

Assets

Current assets

Cash and cash equivalents (includes $4,500 of restricted cash)

$

22,855

$

40,106

Accounts receivable

597

422

Biological assets

4

2,917

3,162

Inventory, net

5

17,490

15,155

Prepaid expenses and other current assets

6

3,017

2,587

Total current assets

$

46,876

$

61,432

Property and equipment, net

7

55,425

52,200

Right-of-use assets, net

15

70,746

46,731

Intangible assets, net

8

36,912

37,590

Goodwill

9

1,525

1,525

Deferred tax assets

11

2,177

1,039

Other assets

10

2,098

6,476

Total assets

$

215,759

$

206,993

Liabilities and shareholders' equity

Current liabilities

Accounts payable

$

9,684

$

6,332

Accrued expenses

7,617

8,423

Income taxes payable

11

-

1,003

Derivative liabilities

12

1,472

2,148

Short term provision liability

13

-

4,957

Current portion of notes payable

14

1,345

755

Lease obligations - current portion

15

5,410

4,751

Total current liabilities

$

25,528

$

28,369

Long-term liabilities

Notes payable, net of current portion and financing costs

14

69,768

68,775

Lease liabilities, net of current portion

15

72,282

51,727

Deferred tax liability

11

4,763

4,817

Uncertain tax position

11

52,792

43,314

Long term provision liability

13

7,278

9,044

Convertible notes, net

14

6,987

6,482

Other long-term liabilities

3,447

3,447

Total long-term liabilities

$

217,317

$

187,606

Total liabilities

$

242,845

$

215,975

Shareholders' equity

Share capital

16

206,419

206,419

Share-based compensation reserve

16

7,593

7,275

Equity conversion feature

16

7,097

7,097

Warrants

29,634

29,634

Accumulated deficit

(276,633

)

(258,211

)

Accumulated other comprehensive loss

(1,196

)

(1,196

)

Total shareholders' equity

$

(27,086

)

$

(8,982

)

Total liabilities and shareholders' equity

$

215,759

$

206,993

FLUENT CORP.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

For the three and six months ended June 30, 2025 and 2024

(USD '000)

For the three months ended

For the six months ended

Notes

June 30,
2025

June 30,
2024

June 30,
2025

June 30,
2024

Revenue, net of discounts

$

26,731

$

27,269

$

53,448

$

52,496

Cost of goods sold

16,300

13,490

30,495

26,456

Gross profit before fair value adjustments

10,431

13,779

22,953

26,040

Fair value adjustments on inventory sold

4

(2,186

)

(1,788

)

(2,487

)

(160

)

Unrealized gain (loss) on changes in fair value of biological assets

4

(999

)

8,268

2,026

9,315

Gross profit

7,246

20,259

22,492

35,195

Expenses

General and administrative

17

4,112

4,607

9,006

8,570

Sales and marketing

17

6,503

6,018

12,822

11,452

Depreciation and amortization

7, 8

2,154

1,780

4,179

3,510

Share-based compensation

16, 19

293

142

318

191

Total expenses

13,062

12,547

26,325

23,723

Income (loss) from operations

(5,816

)

7,712

(3,833

)

11,472

Other expense (income)

Finance costs, net

22

5,648

4,835

10,071

9,546

Gain on change in fair value of derivative liability

12

(219

)

(5,707

)

(676

)

(7,394

)

Gain on remeasurement of provision liability

13

(4,790

)

-

(4,790

)

-

Loss on disposal of assets

176

-

176

212

Loss from termination of a contract

-

3

-

3

Other expense (income)

(42

)

(2

)

(30

)

-

Total other (income) expense

773

(871

)

4,751

2,367

Income (loss) before income taxes

(6,589

)

8,583

(8,584

)

9,105

Income tax expense

11

3,084

7,636

9,838

12,321

Net comprehensive income (loss)

$

(9,673

)

$

947

$

(18,422

)

$

(3,216

)

Net loss per share

Basic and diluted - continuing operations

$

(0.02

)

$

0.00

$

(0.04

)

$

(0.01

)

Weighted average number of shares

Basic number of shares

16

474,946,760

299,573,039

473,626,849

299,551,203

Diluted number of shares

16

692,366,177

341,443,706

695,756,738

341,763,315

FLUENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOW

For the six months ended June 30, 2025 and June 30, 2024

(USD '000)

For the six months ended June 30,

2025

2024

Cash flows provided by operating activities

Net loss

$

(18,422

)

$

(3,216

)

Adjustments for non-cash items:

Unrealized gain on changes in fair value of biological assets

(2,026

)

(9,315

)

Realized loss on fair value amounts included in inventory sold

2,487

160

Share-based compensation expense

318

191

Depreciation and amortization

12,108

7,473

Accretion and interest expense

10,002

9,570

Loss on disposition of fixed assets

176

212

Gain on remeasurement of provision liability

(4,790

)

-

Gain on lease modification

2

-

Net change in fair value of derivative

(676

)

(7,394

)

Uncertain tax position

9,478

-

Deferred tax expense

(1,192

)

2,898

Net change in non-cash working capital

Accounts receivable

(175

)

132

Biological assets

(11,292

)

(7,081

)

Inventory

8,741

8,132

Prepaid expenses and other current assets

1,173

687

Right of use assets/liabilities

(8,070

)

(2,525

)

Other assets

4,378

(90

)

Accounts payable

1,351

152

Accrued expenses

(806

)

666

Other long-term liabilities

-

(435

)

Income taxes

(1,003

)

6,657

Net cash provided by operating activities

$

1,762

$

6,874

Cash flows used in investing activities

Purchases of property and equipment

(11,041

)

(3,902

)

Purchase of intangible assets

-

(1,332

)

Net cash used in investing activities

$

(11,041

)

$

(5,234

)

Cash flows used in financing activities

Proceeds from issuance of convertible debenture and warrants

-

3,000

Payment of lease obligations

(2,142

)

(1,412

)

Net proceeds from equipment loan

-

48

Principal and interest repayments of notes payable

(5,830

)

(5,314

)

Net cash used in financing activities

$

(7,972

)

$

(3,678

)

Net decrease in cash

(17,251

)

(2,038

)

Cash, beginning of period

40,106

10,521

Cash, end of period

$

22,855

$

8,483

FLUENT CORP.

EBITDA AND ADJUSTED EBITDA CALCULATION

For the three and six months ended June 30, 2025 and June 30, 2024

(USD '000)

Three months ended

June 30,
2025

June 30,
2024

Variance

Net income (loss)

$

(9,673

)

$

947

$

(10,620

)

Interest expense

5,648

4,835

813

Income taxes

3,084

7,636

(4,552

)

Depreciation and amortization

6,058

3,771

2,287

EBITDA

$

5,117

$

17,189

$

(12,072

)

Three months ended

June 30,
2025

June 30,
2024

Variance

EBITDA

$

5,117

$

17,189

$

(12,072

)

Change in fair value of biological assets

3,185

(6,480

)

9,665

Change in fair market value of derivative

(219

)

(5,707

)

5,488

Change in provision liability

(4,790

)

-

(4,790

)

Professional fees

74

1,852

(1,778

)

One-time employee costs

133

454

(321

)

Share-based compensation

293

142

151

Loss on disposal of assets

176

-

176

Other non-recurring expense

(42

)

240

(282

)

Adjusted EBITDA

$

3,927

$

7,690

$

(3,763

)

Six months ended

June 30,
2025

June 30,
2024

Variance

Net loss

$

(18,422

)

$

(3,216

)

$

(15,206

)

Interest expense

10,071

9,546

525

Income taxes

9,838

12,321

(2,483

)

Depreciation and amortization

10,072

7,473

2,599

EBITDA

$

11,559

$

26,124

$

(14,565

)

Six months ended

June 30,
2025

June 30,
2024

Variance

EBITDA

$

11,559

$

26,124

$

(14,565

)

Change in fair value of biological assets

461

(9,155

)

9,616

Change in fair market value of derivative

(676

)

(7,394

)

6,718

Change in provision liability

(4,790

)

-

(4,790

)

Professional fees

84

3,641

(3,557

)

One-time employee costs

178

614

(436

)

Share-based compensation

318

191

127

Loss on disposal of assets

176

212

(36

)

Other non-recurring expense/(income)

(30

)

241

(271

)

Adjusted EBITDA

$

7,280

$

14,474

$

(7,194

)