10-Q: Newsmax Reports Q3 2025 Results Amid IPO & Legal Settlements
Quarterly Report
Newsmax Inc. reported an 11.1% revenue increase for the nine months ended September 30, 2025, driven by broadcasting, but also a wider net loss due to increased costs and legal settlements.
Summary
- Total revenues increased by 11.1% to $137.0 million for the nine months ended September 30, 2025, compared to $123.3 million in the prior year.
- Net loss widened by 47.9% to $(96.5) million for the nine months ended September 30, 2025, from $(65.3) million in the same period last year.
- Gross profit decreased by 4.2% to $53.1 million, with gross margin falling to 38.7% from 44.9%.
- Adjusted EBITDA swung to a loss of $(5.2) million for the nine months, compared to a positive $7.8 million in the prior year.
- Broadcasting segment revenues grew by 19.2% to $110.8 million, primarily from advertising, affiliate fees, and Newsmax+ subscriptions.
- Digital segment revenues decreased by 13.8% to $26.2 million, attributed to lower digital advertising (2024 was an election year) and reduced publication subscriptions.
- Settled the defamation lawsuit with Dominion Voting Systems for $67.0 million, payable in three installments through January 2027.
- Completed an Initial Public Offering (IPO) on March 28, 2025, raising $66.1 million in net proceeds, and listed on the NYSE under NMAX.
- Successfully completed a private placement on February 27, 2025, raising approximately $206.7 million.
- Material weaknesses in internal control over financial reporting continue to exist as of September 30, 2025, with ongoing remediation efforts.
Sentiment
Score: 4
Explanation: While the company achieved significant revenue growth in broadcasting and successfully completed an IPO and private placement, the substantial increase in net loss, negative Adjusted EBITDA, and ongoing material weaknesses in internal controls present significant concerns. The legal settlements, though resolved, incurred substantial costs. The overall financial performance for the nine months indicates a challenging period despite strategic advancements.
Positives
- Total revenues increased by 11.1% to $137.0 million for the nine months ended September 30, 2025.
- Broadcasting segment revenues grew significantly by 19.2% to $110.8 million, driven by higher advertising rates, new affiliate agreements, and Newsmax+ subscriber growth.
- Affiliate fee revenue increased by 14.0% to $22.8 million due to new contractual relationships and rate increases.
- Subscription revenue increased by 4.9% to $20.8 million, primarily from Newsmax+ streaming service.
- Successfully completed an IPO on March 28, 2025, raising $66.1 million and listing on the NYSE.
- Completed a private placement on February 27, 2025, generating $206.7 million in net proceeds.
- Newsmax was the only cable news channel to see ratings growth across all day parts in 2025, with prime-time up 42% in total viewers.
- Audience reach exceeds 40 million Americans monthly.
- Total assets increased significantly to $233.3 million from $146.1 million at December 31, 2024.
- Stockholders' equity improved from a deficit of $(137.6) million to a positive $106.0 million.
- Dominion defamation lawsuit settled for $67.0 million, providing clarity on a significant legal contingency.
- Smartmatic defamation lawsuit settlement of $40.0 million cash and warrants was fully satisfied as of September 30, 2025.
Negatives
- Net loss widened by 47.9% to $(96.5) million for the nine months ended September 30, 2025.
- Adjusted EBITDA swung to a loss of $(5.2) million for the nine months, a 166.6% decrease from the prior year's positive EBITDA.
- Gross profit decreased by 4.2% to $53.1 million, and gross margin declined to 38.7% from 44.9%.
- Cost of revenues increased by 23.5% to $83.9 million, outpacing revenue growth.
- General and administrative expenses increased by 23.8% to $148.2 million, largely due to legal settlement expenses and costs associated with becoming a public company.
- Digital segment revenues decreased by 13.8% to $26.2 million, primarily due to lower digital advertising revenue (attributed to 2024 being an election year) and reduced publication subscriptions.
- Digital segment Adjusted EBITDA decreased by 142.4% to a loss of $(11.0) million.
- Cash and cash equivalents decreased to $14.2 million from $24.1 million at December 31, 2024.
Risks
- Taxing authorities may successfully assert that the company should have collected or in the future should collect sales and use, value added or similar taxes, which could adversely affect business, financial condition, and results of operations.
- The company is subject to risks of doing business in other countries, including changes in regulatory requirements, global trade environment deterioration, disputes with non-U.S. authorities, imposition of taxes, export controls, tariffs, and changes to government policies.
- Material weaknesses in internal control over financial reporting continue to exist as of September 30, 2025, which could inhibit the ability to accurately report financial condition, results of operations, or cash flows.
- Failure to remediate material weaknesses could lead to loss of investor confidence, decline in share value, sanctions by regulatory authorities, or restricted future access to capital markets.
- The cable network programming and television industries continue to evolve rapidly, with changes in technology leading to alternative methods for content delivery and storage.
- Consumer preferences have evolved toward lower cost alternatives, including direct-to-consumer offerings, contributing to declines in MVPD subscribers.
- Technological changes have increased advertisers' options, and shifts in spending from traditional media to digital and mobile offerings could impact pricing and volume of advertising.
- Operating in a highly competitive industry, performance is dependent on changes in consumer behavior, advertising sales, maintenance of carriage/affiliation agreements, content popularity, and general economic conditions.
Future Outlook
Newsmax plans to maintain and enhance its leading position in news and content production by investing in talent and programming to broaden its audience. The company aims to increase revenue through premium content delivery and expand its television and digital distribution offerings, including maximizing subscriber penetration on traditional cable platforms, growing Newsmax+ subscriptions, and developing its international market footprint. Management believes current liquidity sources are sufficient for the next 12 months and does not anticipate needing to raise additional capital.
Management Comments
- Newsmax Inc. was the only cable news channel to see ratings growth across all day parts in 2025, with prime-time up 42% in total viewers.
- Q1 2024 also saw an impressive 137% rise in prime-time ratings, compared to the same period last year.
- We have developed a significant audience, reaching over 40 million Americans each month through our television broadcasts and multi-platform content, and we have demonstrated remarkable growth with revenues up 309% since 2019.
- Management believes the settlement with Smartmatic will, subject to the payment of all consideration in a timely manner, reduce then eliminate future legal expenses we would have expected to bear related to this suit.
- We believe these sources of liquidity are sufficient to meet its business operating requirements and its capital expenditures for the next 12 months from the issuance date of these condensed consolidated financial statements. At this time, we do not anticipate the need to raise additional capital.
- The Company remains actively engaged in remediation efforts and is committed to strengthening its internal control environment.
Industry Context
Newsmax operates in a rapidly evolving and highly competitive media landscape, characterized by technological advancements driving shifts in consumer behavior towards digital and direct-to-consumer content. While traditional MVPD subscriptions are declining, Newsmax has demonstrated strong ratings growth in its broadcasting segment, positioning itself as a significant player in the cable news market, just behind CNN. The company's hybrid distribution strategy, including linear cable, free OTT, and FAST channels, aligns with broader industry trends of diversified content delivery. The increase in affiliate fees reflects the growing value of news content to distributors, while the decline in digital advertising revenue in 2025, compared to the 2024 election year, highlights the cyclical nature of political advertising in the digital space.
Comparison to Industry Standards
- Newsmax Inc. was the only cable news channel to see ratings growth across all day parts in 2025, with prime-time up 42% in total viewers, indicating outperformance compared to its direct competitors like CNN, Fox News, and MSNBC.
- The company's prime-time ratings in Q1 2024 rose 137% year-over-year, suggesting a strong growth trajectory relative to the broader cable news market.
- A Reuters global survey in June 2024 identified Newsmax Inc. as one of the nation's top news brands, alongside 11 other major media outlets, indicating strong brand recognition and audience trust within the U.S. media landscape.
- The company's revenue growth of 309% since 2019 demonstrates a significantly higher growth rate than many established media companies, which often struggle with stagnant or declining revenues in a fragmented market.
- The successful launch and growth of Newsmax+ subscription service aligns with the industry trend of media companies diversifying revenue streams through direct-to-consumer offerings, similar to services offered by larger players.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholder Approval | On March 24, 2025, a majority in interest of the shareholders approved the amending and restating of the Company's articles of incorporation, the recapitalization of the Company's capital stock, and the appointment of directors. | 2025-03-24 | Streamlines corporate structure and governance post-IPO, potentially enhancing strategic flexibility and investor confidence. |
| Equity Incentive Plan Adoption | On March 24, 2025, shareholders approved the Company's 2025 Omnibus Equity Incentive Plan, with the Board adopting it on March 28, 2025. | 2025-03-28 | Provides a framework for attracting and retaining talent through equity-based compensation, aligning employee incentives with shareholder value. |
| Capital Structure Reclassification | On March 28, 2025, the Company amended and restated its Articles of Incorporation to reclassify its authorized share capital to implement a dual class of securities (Class A with ten votes per share, Class B with one vote per share). | 2025-03-28 | Establishes a dual-class share structure, likely to maintain control for existing management or founders, which can impact corporate governance and shareholder voting power. |
| Internal Control Weaknesses | Material weaknesses in internal control over financial reporting continue to exist as of September 30, 2025, with ongoing remediation efforts. | Poses a significant risk to financial reporting accuracy and compliance, potentially impacting investor confidence and regulatory standing until fully remediated. |
Legal Proceedings
- Settlement agreement with Dominion Voting Systems, Inc. on August 15, 2025, for a total of $67.0 million to resolve a defamation lawsuit. Payments are scheduled as $27.0 million on August 15, 2025, $20.0 million on or before January 15, 2026, and $20.0 million on or before January 15, 2027.
- Settlement agreement with Smartmatic USA Corp. on September 26, 2024, for approximately $40.0 million cash (fully satisfied as of September 30, 2025) and a five-year warrant to purchase 1,333,333 shares of Class B common stock at $7.50 per share.
- Ongoing payment obligation of approximately $31.1 million remaining from a 2023 settlement agreement with a commercial counterparty.
Stakeholder Impact
- Shareholders: Significant dilution from stock split and new share issuances, but also a substantial increase in equity due to IPO and private placement. The ongoing net losses and negative Adjusted EBITDA could concern investors, while the resolution of major legal liabilities provides clarity.
- Employees: Increased headcount and stock-based compensation indicate investment in personnel.
- Customers: Continued investment in programming and expansion of distribution channels (Newsmax+, OTT, FAST) aims to enhance content availability and value.
- Advertisers: Expanded reach and higher ratings in broadcasting offer increased value, but digital advertising revenue fluctuations (election year impact) could affect digital segment performance.
- Creditors: The company's liquidity position is deemed sufficient for the next 12 months, and legal settlements are structured with payment plans.
Next Steps
- Continue to invest in talent acquisition and programming to raise the profile and visibility of Newsmax Media.
- Expand content offerings to increase reach and value to audiences through traditional platforms and direct-to-consumer services.
- Focus on creating high-quality content delivered through diversified publishing platforms.
- Maximize subscriber penetration on traditional cable platforms.
- Grow the subscription base for Newsmax+.
- Increase audiences for news channels.
- Develop footprint in international markets.
- Create additional revenue opportunities through advertising sales.
- Further develop delivery strategies on emerging content and social platforms to increase audience interaction.
- Continue remediation efforts to address material weaknesses in internal control over financial reporting.
- Make second installment payment of $20.0 million to Dominion Voting Systems on or before January 15, 2026.
- Make third installment payment of $20.0 million to Dominion Voting Systems on or before January 15, 2027.
Key Dates
| Date | Description |
|---|---|
| 1998-07-15 | Newsmax Media, Inc. incorporated in Nevada. |
| 1998-08-20 | Newsmax Media, Inc. registered as a foreign corporation in Florida. |
| 2014 | Newsmax Media, Inc. changed state of domicile from Nevada to Delaware and entered the cable news market. |
| 2023-01-01 | Affiliate fees became a revenue stream. |
| 2023 | Company launched Newsmax+ subscription service. |
| 2024-04-14 | Newsmax Inc. formed as a new holding company, corporate reorganization consummated. |
| 2024-06-01 | Private Placement Memorandum (PPM) issued to potential investors for Series B Preferred Stock. |
| 2024-06-01 | Company agreed to issue a three-year warrant to Digital Offering, LLC as placement agent for the Private Placement. |
| 2024-06-01 | Reuters global survey identified Newsmax Inc. as one of the nation's top news brands. |
| 2024-09-26 | Settlement agreement with Smartmatic USA Corp. entered into. |
| 2025-02-27 | Private Placement offering completed, raising approximately $206.7 million. |
| 2025-02-27 | Sale of remaining Series B Preferred Stock from PPM completed, raising approximately $87.0 million. |
| 2025-03-07 | Regulation A Offering Statement declared qualified by the SEC. |
| 2025-03-24 | Majority shareholders approved amended articles of incorporation, recapitalization, director appointments, and 2025 Omnibus Equity Incentive Plan. |
| 2025-03-28 | Initial Public Offering (IPO) completed. |
| 2025-03-28 | All Series A and Series B Preferred Stock automatically converted into Class A and Class B Common Stock, respectively. |
| 2025-03-28 | Articles of Incorporation amended and restated to reclassify authorized share capital and implement dual-class securities. |
| 2025-03-28 | 6,765.396:1 forward stock split of Series A and Series B Common Stock completed. |
| 2025-03-28 | 27,061,584 shares of treasury stock retired. |
| 2025-03-28 | Embedded derivative liability associated with Series B Preferred Stock settled and reclassified to equity. |
| 2025-03-28 | Company granted stock options to employees and service providers under the 2025 Plan. |
| 2025-03-28 | Reg A IPO completed, selling 7,500,000 shares of Class B Common Stock for $70.3 million net proceeds. |
| 2025-03-31 | Company listed on The New York Stock Exchange under NMAX. |
| 2025-04-04 | Company entered into a $1.2 billion Standby Equity Purchase Agreement (SEPA) with Yorkville. |
| 2025-05-31 | Existing line of credit renewed with $1.0 million available balance, maturing January 04, 2026. |
| 2025-05-31 | New line of credit established with $8.0 million available balance, maturing April 26, 2026. |
| 2025-07-04 | One Big Beautiful Bill Act (OBBBA) enacted in the U.S. |
| 2025-08-15 | Settlement agreement with Dominion Voting Systems, Inc. entered into for $67.0 million. |
| 2025-08-15 | First installment of $27.0 million paid to Dominion Voting Systems, Inc. |
| 2025-09-30 | End of the quarterly period covered by this report. |
| 2025-11-10 | Outstanding balance of Dominion settlement is $40 million. |
| 2025-11-13 | Date of filing of this Quarterly Report on Form 10-Q. |
| 2026-01-04 | Maturity date of renewed line of credit. |
| 2026-01-15 | Second installment of $20.0 million due to Dominion Voting Systems, Inc. |
| 2026-04-26 | Maturity date of new line of credit. |
| 2027-01-15 | Third installment of $20.0 million due to Dominion Voting Systems, Inc. |
| 2029-06-30 | Life of commercial counterparty agreement ends. |
| 2029-09-26 | Expiration date of Smartmatic settlement warrant. |
Recommendation
holdNewsmax Inc. demonstrates strong growth in its broadcasting segment, successful capital raises through an IPO and private placement, and the resolution of significant legal liabilities. These factors provide a positive long-term outlook for market positioning and financial stability. However, the substantial increase in net loss, the swing to negative Adjusted EBITDA, and the persistence of material weaknesses in internal controls indicate ongoing operational and financial challenges. While the company has strategic growth plans, the current financial performance suggests a period of investment and integration post-IPO, warranting a 'hold' position until there is clearer evidence of improved profitability and full remediation of internal control issues.
Keywords
Newsmax, NMAX, SEC Filing, 10-Q, Quarterly Report, Media Company, Broadcasting, Digital Media, Cable News, OTT, FAST Channels, Advertising Revenue, Affiliate Fees, Subscriptions, IPO, Legal Settlement, Dominion Lawsuit, Smartmatic Lawsuit, Financial Results, Earnings, Stock Split, Corporate Governance, Risk Factors, Internal Controls
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