Management Commentary
"Our fourth quarter reflected continued progress on our strategic priorities, with a strong focus on cost optimization and simplifying our operations. In Florida, our Rosa cultivation facility delivered increased output and improved quality, helping to rebalance production across our cultivation footprint. We anticipate that these actions will drive lower cost of goods sold while positioning us to expand our premium product offerings.
While we remain focused on disciplined execution in the near term, we will continue to take steps to reduce costs and streamline operations." Dave Vautrin, Interim CEO, Fluent
Q4 2025 Financial Highlights (vs. Q4 2024)
Revenue from continuing operations was $18.6 million compared to $21.1 million.
Florida revenue was $15.1 million compared to $20.3 million.
Gross profit before fair value adjustments1 from continuing operations was $2.1 million or 11.2% of revenue from continuing operations, compared to $8.6 million or 40.7% of revenue from continuing operations.
Adjusted EBITDA2 was $3.2 million compared to $7.4 million, mainly driven by lower revenue and margins, compounded by increased operating costs in New York prior to revenue realization from production generated from the Company's Buffalo facility.
Cash flow used in operations was $1.6 million compared to $14.7 million.
The Company reported an impairment expense of $36.9 million, compared to $64.3 million. The impairment expense in Q4 2025 related to the Company's operations in New York, driven by lower forecasted revenues and increased expenses as compared to the Company's initial valuation date upon the acquisition of RIV Capital Inc. in December 2024. The impairment expense was recognized on the New York right-of-use assets, property and equipment, and intangible assets. The impairment expense in Q4 2024 related to the Company's cannabis license in Florida and reflected lower anticipated operating profits for the Florida market compared to the last impairment testing date, largely as a result of the pricing pressures in the Florida market. The impairment expense is a non-cash item in the current period.
The Company reported a gain on disposition of $12.0 million related to the divestiture of its Pennsylvania operations on December 31, 2025.
Full Year 2025 Financial Highlights (vs. Full Year 2024)
Revenue from continuing operations decreased 0.8% to $86.7 million compared to $87.4 million.
Florida revenue decreased 17.4% to $71.5 million compared to $86.5 million.
Gross profit before fair value adjustments3 from continuing operations was $28.6 million or 33.0% of revenue from continuing operations, compared to $44.3 million or 50.7% of revenue from continuing operations.
Adjusted EBITDA4 was $12.7 million compared to $24.8 million, with the decrease primarily driven by the slow down in the Florida market and increased operating costs in New York prior to revenue realization from products out of the Company's Buffalo facility.
On December 31, 2025, the Company had approximately $8.9 million of cash and cash equivalents and $72.2 million of total debt outstanding, with approximately 711 million common shares outstanding on an as-converted basis (638 million common shares outstanding, basic), compared to $40.1 million of cash and cash equivalents and $82.4 million of total debt, with approximately 699 million common shares outstanding (472 million common shares outstanding, basic) on December 31, 2024.
The Company's audited annual consolidated financial statements for the years ended December 31, 2025 and 2024 (the "Consolidated Financial Statements") have been prepared assuming that the Company will continue as a going concern. As disclosed in the Consolidated Financial Statements, as at December 31, 2025, certain conditions indicate the existence of events and circumstances that may cast significant doubt on the Company's ability to continue as a going concern.
Subsequent to year end, the Company has been pursuing strategic initiatives intended to strengthen its liquidity position and support ongoing operations. These initiatives include, among others, obtaining additional financing and pursuing strategic transactions with third parties. While management believes these initiatives may provide a pathway to additional capital and improved liquidity, their success is subject to various conditions not wholly within the Company's control.
Recent Operational Highlights
Company Footprint
As of the end of Q4 2025, FLUENT operated 35 retail locations and 8 production facilities across its core markets of Florida, New York, and Texas.
Florida
The Rosa indoor cultivation facility continued to increase output.
Relocated a retail location to Brandon, Florida during Q4 2025, followed by the opening of a retail location in Orlando (Sand Lake) in January 2026. The Company has received a Certificate of Occupancy for a new retail location in Palm Bay, with final Department of Health inspection anticipated to be completed during Q2 2026.
Expanded the Bag-O product line in Q4 2025 with the introduction of a ground flower offering.
New York
The Buffalo indoor cultivation team completed its first packaging and shipments of Connected and Alien Labs products in Q1 2026, while the Chestertown facility began shipping its Knack Black offering, a premium-tier product line packaged in glass jars.
Texas
Completed construction of the Houston Education and Pick-Up Center, which initially operated as a pick-up location and was converted into the Company's flagship retail store in January 2026.
The statewide ban on certain hemp-derived vape products took effect on September 1, 2025.
Pennsylvania
Completed the sale of the Company's Pennsylvania operations, which included three retail locations, on December 31, 2025. Net proceeds from the transaction were used to reduce the Company's outstanding debt.
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 approximately 580 employees across 8 cultivation and manufacturing facilities, 37 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 InformationCertain information in this news release may constitute forward-looking information within the meaning of applicable securities laws and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 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 Company's expectations regarding lower cost of goods sold; the Company's expectations regarding the expansion of its premium product offerings; the Company's focus on disciplined execution in the near term; the Company's continued efforts to reduce costs and streamline operations; and the Company's expectations regarding the final Department of Health inspection for its new retail location in Palm Bay. 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.
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, including but not limited to the factors described in the public documents of the Company available on its SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct.
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 under federal law in the United States. Cannabis remains a scheduled drug under the United States Controlled Substances Act and, subject to certain exceptions in relation to medical cannabis, 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 nonenforcement 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:[email protected]
Media Contact: [email protected]
Officer Contact:Matt Mundy, Chief Legal Officer(850) 972-8077
FLUENT CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(USD '000)
December 31,
December 31,
2025
2024
Assets
Current assets
Cash and cash equivalents (includes $4,500 of restricted cash)
$
8,910
$
40,106
Accounts receivable, net
839
422
Biological assets
2,670
3,162
Inventories, net
12,815
15,155
Prepaid expenses and other current assets
3,482
2,587
Total current assets
$
28,716
$
61,432
Property and equipment, net
39,755
52,200
Right-of-use assets, net
43,747
46,731
Intangible assets, net
33,114
37,590
Goodwill
1,525
1,525
Deferred tax assets, net
-
1,039
Other assets
1,725
6,476
Total assets
$
148,582
$
206,993
Liabilities and shareholders' deficit
Current liabilities
Accounts payable
$
6,942
$
6,332
Accrued expenses
9,903
8,423
Income taxes payable
-
1,003
Derivative liabilities
1,632
2,148
Provision liability - current portion
-
4,957
Current portion of notes payable
1,253
755
Lease obligations - current portion
5,474
4,751
Total current liabilities
$
25,204
$
28,369
Long-term liabilities
Notes payable, net of current portion and financing costs
59,613
68,775
Lease liabilities, net of current portion
65,982
51,727
Deferred tax liabilities, net
4,053
4,817
Uncertain tax position
60,146
43,314
Provision liability, net of current portion
7,004
9,044
Convertible notes, net
7,540
6,482
Other long-term liabilities
-
3,447
Total long-term liabilities
$
204,338
$
187,606
Total liabilities
$
229,542
$
215,975
Shareholders' deficit
Share capital
206,629
206,419
Share-based compensation reserve
7,583
7,275
Equity conversion feature
7,097
7,097
Warrants
29,634
29,634
Accumulated deficit
(330,707
)
(258,211
)
Accumulated other comprehensive loss
(1,196
)
(1,196
)
Total shareholders' deficit
$
(80,960
)
$
(8,982
)
Total liabilities and shareholders' deficit
$
148,582
$
206,993
FLUENT CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(USD '000)
For the years ended
December 31, 2025
December 31, 2024
Revenue, net of discounts
$
86,689
$
87,392
Cost of goods sold
58,075
43,080
Gross profit before fair value adjustments
28,614
44,312
Fair value adjustments on inventory sold
187
(3,642
)
Unrealized gain (loss) on changes in fair value of biological assets
(733
)
7,872
Gross profit
28,068
48,542
Expenses
General and administrative
16,883
17,576
Sales and marketing
22,185
20,221
Depreciation and amortization
7,370
6,396
Share-based compensation
308
538
Total expenses
46,746
44,731
