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FLUENT Corp

Reduced Long Term Indebtedness Through Partial Prepayment Strengthened Product Portfolio and Wholesale Growth

TAMPA, Fla., April 30, 2026 (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 fourth quarter and full year ended December 31, 2025. Unless otherwise indicated, all financial results are presented in U.S. dollars.

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 Information
Certain 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:
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

 

 

 

 

 

(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

 

 

 

 

 

 

 

Income (loss) from operations

 

 

 

(18,678

)

 

 

3,811

 

 

 

 

 

 

 

Other expense (income)

 

 

 

 

 

Finance costs, net

 

 

 

20,854

 

 

 

19,608

 

Change in fair value of derivative liability

 

 

 

(516

)

 

 

(9,684

)

Change in remeasurement of provision liability

 

 

 

(5,203

)

 

 

 

Loss on debt settlement and remeasurement

 

 

 

479

 

 

 

8,725

 

Loss on disposal of assets

 

 

 

490

 

 

 

237

 

Impairment of intangible assets, property and equipment, and right-of-use assets

 

 

 

36,910

 

 

 

64,285

 

Gain on lease modifications

 

 

 

(253

)

 

 

(223

)

Bargain purchase gain on business combination

 

 

 

 

 

 

(44,520

)

Loss on loan

 

 

 

 

 

 

1,201

 

Income from ERTC Credit

 

 

 

(3,447

)

 

 

 

Other expense (income)

 

 

 

(19

)

 

 

68

 

Total other expense, net

 

 

 

49,295

 

 

 

39,697

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

 

(67,973

)

 

 

(35,886

)

 

 

 

 

 

 

Income tax expense

 

 

 

17,718

 

 

 

5,427

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

 

 

(85,691

)

 

 

(41,313

)

Net income (loss) from discontinued operations

 

 

 

13,195

 

 

 

923

 

Net income (loss)

 

 

$

(72,496

)

 

$

(40,390

)

 

 

 

 

 

 

Net loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

$

(72,496

)

 

$

(40,390

)

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

(862

)

 

 

 

 

 

 

Comprehensive income (loss)

 

 

$

(72,496

)

 

$

(41,252

)

 

 

 

 

 

 

Net income (loss) per share

 

 

 

 

 

Basic and diluted – continuing operations

 

 

$

(0.16

)

 

$

(0.14

)

Basic and diluted – discontinued operations

 

 

$

 

 

$

 

Basic – discontinued operations

 

 

$

0.02

 

 

$

0.00

 

Diluted – discontinued operations

 

 

$

0.02

 

 

$

0.00

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

Basic number of shares

 

 

 

547,787,979

 

 

 

305,528,621

 

Diluted number of shares

 

 

 

667,388,977

 

 

 

319,363,971

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FLUENT CORP.

 

 

 

 

 

QUARTERLY OPERATING RESULTS

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

December 31,
2025

 

December 31,
2024

 

Variance

 

 

 

 

 

 

Revenue, net of discounts

$

18,607

 

 

$

21,064

 

 

$

(2,457

)

Cost of goods sold

 

16,521

 

 

 

12,501

 

 

 

4,020

 

 

 

 

 

 

 

Gross profit before fair value adjustments(1)

 

2,086

 

 

 

8,563

 

 

 

(6,477

)

Gross margin before fair value adjustments(1)

 

11.2

%

 

 

40.7

%

 

 

-29.4

%

 

 

 

 

 

 

Realized fair value of increments on inventory sold

 

2,063

 

 

 

(1,383

)

 

 

3,446

 

Unrealized change in fair value of biological assets

 

(2,208

)

 

 

(832

)

 

 

(1,376

)

Gross profit

 

1,941

 

 

 

6,348

 

 

 

(4,407

)

Gross margin

 

10.4

%

 

 

30.1

%

 

 

-19.7

%

 

 

 

 

 

 

Expenses

 

 

 

 

 

General and administrative

 

3,565

 

 

 

5,096

 

 

 

(1,531

)

Sales and marketing

 

5,432

 

 

 

4,922

 

 

 

510

 

Depreciation and amortization

 

1,700

 

 

 

1,652

 

 

 

48

 

Share-based compensation

 

91

 

 

 

119

 

 

 

(28

)

Total expenses

 

10,788

 

 

 

11,789

 

 

 

(1,001

)

 

 

 

 

 

 

Loss from operations

 

(8,847

)

 

 

(5,441

)

 

 

(3,406

)

 

 

 

 

 

 

Other expense (income), net

 

 

 

 

 

Finance costs, net

 

5,492

 

 

 

5,168

 

 

 

324

 

Change in fair value of derivative liability

 

16

 

 

 

(1,392

)

 

 

1,408

 

Loss on remeasurement of provision liabillity

 

(480

)

 

 

 

 

 

(480

)

Loss on debt settlement

 

479

 

 

 

8,725

 

 

 

(8,246

)

Loss on disposal of assets

 

(29

)

 

 

25

 

 

 

(54

)

Impairment expense

 

36,910

 

 

 

64,285

 

 

 

(27,375

)

Gain on lease modification

 

(253

)

 

 

(223

)

 

 

(30

)

Bargain purchase gain on business combination

 

 

 

 

(44,520

)

 

 

44,520

 

Loss on loan

 

 

 

 

1,201

 

 

 

(1,201

)

Income from ERTC Credit

 

(3,447

)

 

 

 

 

 

(3,447

)

Other income

 

(40

)

 

 

63

 

 

 

(103

)

Total other expense, net

 

38,648

 

 

 

33,332

 

 

 

5,316

 

 

 

 

 

 

 

Loss before taxes

 

(47,495

)

 

 

(38,773

)

 

 

(8,722

)

 

 

 

 

 

 

Income taxes

 

5,187

 

 

 

(13,312

)

 

 

18,499

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

(52,682

)

 

 

(25,461

)

 

 

(27,221

)

Net income (loss) from discontinued operations

 

12,195

 

 

 

70

 

 

 

12,125

 

 

 

 

 

 

 

Net loss

 

(40,487

)

 

 

(25,391

)

 

 

(15,096

)

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

(862

)

 

 

862

 

 

 

 

 

 

 

Comprehensive loss

 

(40,487

)

 

 

(26,253

)

 

 

(14,234

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FLUENT CORP.

 

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

(USD ‘000)

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

2025

2024

 

Cash flows provided by (used in) operating activities

 

 

 

 

Net loss

$

(72,496

)

$

(40,390

)

Adjustments for non-cash items:

 

 

 

 

Bargain purchase gain on business combination

 

(44,520

)

Loss on issuance and extinguishment of debt instruments, net

 

8,225

 

Inventory write-down

1,984

 

81

 

Intangible assets impairment

3,788

 

64,285

 

Right of use assets impairment

20,521

 

 

Property, plant, and equipment impairment

12,601

 

 

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

733

 

(7,872

)

Realized (gain) loss on fair value amounts included in inventory sold

(187

)

3,642

 

Share-based compensation expense

308

 

538

 

Depreciation and amortization

21,243

 

14,995

 

Accretion and interest expense

21,028

 

12,370

 

Income from ERTC tax credit

(3,447

)

 

Loss on disposition of fixed assets

491

 

237

 

Loss on debt settlement

479

 

 

Gain on remeasurement of provision liability

(5,203

)

 

Loss (gain) on lease modification

(253

)

(223

)

Gain on disposition of subsidiary

(12,035

)

 

Net change in fair value of derivative

(516

)

(9,684

)

Deferred tax expense (recovery)

275

 

(12,850

)

Net change in non-cash working capital

 

 

 

 

Accounts receivable

(417

)

24

 

Biological assets

(20,918

)

(17,551

)

Inventory

20,884

 

20,087

 

Prepaid expenses and other current assets

1,141

 

1,464

 

Right of use assets/liabilities

(12,070

)

(4,840

)

Other assets

4,702

 

(492

)

Accounts payable

(127

)

805

 

Accrued expenses

1,074

 

(8,430

)

Uncertain tax position

16,832

 

43,314

 

Other long-term liabilities

 

(435

)

Income taxes

(1,003

)

(21,006

)

Net cash provided by (used in) operating activities

$

(588

)

$

1,774

 

 

 

 

 

 

Cash flows used in investing activities

 

 

 

 

Cash acquired through business combination

 

39,501

 

Purchases of property and equipment

(14,039

)

(16,173

)

Purchase of intangible assets

(358

)

(1,332

)

Sale of subsidiaries – Cansortium Pennsylvania LLC

11,600

 

 

Net cash provided by (used in) investing activities

$

(2,797

)

$

21,996

 

 

 

 

 

 

Cash flows used in financing activities

 

 

 

 

Net proceeds from issuance of shares and warrants

210

 

 

Proceeds from issuance of convertible notes, net of financing costs

 

8,975

 

Mandatory prepayment of term loan

(11,600

)

 

Payment of lease obligations

(4,764

)

(2,814

)

Net proceeds from equipment loan

 

48

 

Proceeds from term loan, net of financing costs

 

68,976

 

Repayments of principal on term loan

 

(67,173

)

Principal and interest repayments of notes payable

(11,657

)

(1,335

)

Net cash provided by (used in) financing activities

$

(27,811

)

$

6,677

 

 

 

 

 

 

Net change in cash

(31,197

)

30,447

 

 

 

 

 

 

Effect of foreign exchange on cash and cash equivalents

 

(862

)

 

 

 

 

 

Cash, beginning of period

40,106

 

10,521

 

 

 

 

 

 

Cash, end of period

$

8,909

 

$

40,106

 

 

 

 

 

 

 

 

 

 

 

 

 

FLUENT CORP.

 

 

 

 

 

 

EBITDA AND ADJUSTED EBITDA CALCULATION

 

 

 

 

 

 

For the three and twelve months ended December 31, 2025 and 2024

 

 

 

 

 

 

(USD ‘000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

December 31,
2025

 

December 31,
2024

 

Variance

 

Net loss – continuing and discontinued ops

$

(52,682

)

 

$

(25,461

)

 

$

(27,221

)

 

Interest expense

 

5,492

 

 

 

5,168

 

 

 

324

 

 

Income taxes

 

5,187

 

 

 

(13,312

)

 

 

18,499

 

 

Depreciation and amortization

 

5,333

 

 

 

3,320

 

 

 

2,013

 

 

Interest expense, income taxes, depreciation and amortization – discontinued operations

 

249

 

 

 

263

 

 

 

(14

)

 

EBITDA – continuing and discontinued ops

$

(36,421

)

 

$

(30,022

)

 

$

(6,399

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

December 31,
2025

 

December 31,
2024

 

Variance

 

EBITDA – continuing and discontinued ops

$

(36,421

)

 

$

(30,022

)

 

$

(6,399

)

 

Change in fair value of biological assets

 

145

 

 

 

2,215

 

 

 

(2,070

)

 

Change in fair market value of derivative

 

16

 

 

 

(1,392

)

 

 

1,408

 

 

Change in remeasurement of provision liability

 

(480

)

 

 

 

 

 

(480

)

 

Impairment expense

 

36,910

 

 

 

64,285

 

 

 

(27,375

)

 

Bargain purchase gain

 

 

 

 

(44,520

)

 

 

44,520

 

 

Income from ERTC Credit

 

(3,447

)

 

 

 

 

 

(3,447

)

 

Gain on lease modifications

 

(253

)

 

 

(223

)

 

 

(30

)

 

Loss on debt settlement and remeasurement

 

479

 

 

 

8,725

 

 

 

(8,246

)

 

Loss on loan

 

 

 

 

1,201

 

 

 

(1,201

)

 

Professional fees(1)

 

2,155

 

 

 

5,584

 

 

 

(3,429

)

 

One-time employee costs(2)

 

868

 

 

 

927

 

 

 

(59

)

 

Share-based compensation

 

91

 

 

 

119

 

 

 

(28

)

 

Loss on disposal of assets

 

(29

)

 

 

25

 

 

 

(54

)

 

Other non-recurring expense

 

3,144

 

 

 

471

 

 

 

2,673

 

 

Adjusted EBITDA – continuing and discontinued ops

$

3,178

 

 

$

7,395

 

 

$

(4,217

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

 

 

December 31,
2025

 

December 31,
2024

 

Variance

 

Net loss – continuing and discontinued ops

$

(72,496

)

 

$

(40,390

)

 

$

(32,106

)

 

Interest expense

 

20,854

 

 

 

19,608

 

 

 

1,246

 

 

Income taxes

 

17,718

 

 

 

5,427

 

 

 

12,291

 

 

Depreciation and amortization

 

20,995

 

 

 

14,091

 

 

 

6,904

 

 

Interest expense, income taxes, depreciation and amortization – discontinued operations

 

2,164

 

 

 

2,289

 

 

 

(125

)

 

EBITDA – continuing and discontinued ops

$

(10,765

)

 

$

1,025

 

 

$

(11,790

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

 

 

December 31,
2025

 

December 31,
2024

 

Variance

 

EBITDA – continuing and discontinued ops

$

(10,765

)

 

$

1,025

 

 

$

(11,790

)

 

Change in fair value of biological assets

 

546

 

 

 

(4,230

)

 

 

4,776

 

 

Change in fair market value of derivative

 

(516

)

 

 

(9,684

)

 

 

9,168

 

 

Change in remeasurement of provision liability

 

(5,203

)

 

 

 

 

 

(5,203

)

 

Impairment expense

 

36,910

 

 

 

64,285

 

 

 

(27,375

)

 

Bargain purchase gain

 

 

 

 

(44,520

)

 

 

44,520

 

 

Income from ERTC Credit

 

(3,447

)

 

 

 

 

 

(3,447

)

 

Gain on lease modifications

 

(253

)

 

 

(223

)

 

 

(30

)

 

Loss on debt settlement and remeasurement

 

479

 

 

 

8,725

 

 

 

(8,246

)

 

Loss on loan

 

 

 

 

1,201

 

 

 

(1,201

)

 

Professional fees

 

2,155

 

 

 

5,584

 

 

 

(3,429

)

 

One-time employee costs

 

868

 

 

 

927

 

 

 

(59

)

 

Share-based compensation

 

308

 

 

 

538

 

 

 

(230

)

 

Loss on disposal of assets

 

490

 

 

 

 

 

 

490

 

 

Other non-recurring expense

 

3,144

 

 

 

1,168

 

 

 

1,976

 

 

Gain on disposition of Cansortium PA LLC

 

(12,035

)

 

 

 

 

 

(12,035

)

 

Adjusted EBITDA – continuing and discontinued ops

$

12,681

 

 

$

24,796

 

 

$

(12,115

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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.
3 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.
4 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.

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