Executive Summary

Q1 revenue of $55.2M declined 16% YoY; Commerce Media Solutions (CMS) grew 99% to $12.7M (23% of revenue) while Owned & Operated (O&O) fell 30% due to reduced social media supply .
Versus S&P Global consensus, revenue missed ($57.3M est vs $55.2M actual)* while adjusted EPS modestly beat (-$0.325 est vs -$0.31 actual); adjusted EBITDA missed (-$2.52M est vs -$3.08M actual). Drivers: O&O supply attrition, mix shift to lower-margin placements, and seasonality .
Management guided Q2 2025 consolidated revenue to be “in line” with Q1; reiterated full-year positive adjusted EBITDA with improvements in 2H as CMS scales .
Catalyst: new partnership with Rebuy Engine to launch “Rebuy Ads powered by Fluent” on Shopify—expands access to 12,000+ brands; CMS ARR now >$65M, up 8% QoQ, underpinning pivot momentum .

What Went Well and What Went Wrong

What Went Well

CMS growth and mix shift: CMS revenue +99% YoY to $12.7M; share of consolidated revenue rose to 23% from 10% YoY, with CMS media margin at 24.6% .
Strategic partnership: “Rebuy Ads powered by Fluent” provides post-purchase ad capability for Shopify merchants; early partners are already live, with indirect channel adoption expected to be significant .
Cost discipline and debt reduction: GAAP operating expenses fell to $16.1M vs $20.0M YoY; interest expense declined to $0.88M; total debt reduced to $25.6M from $35.6M at year-end .

Quote: “We anticipate consolidated second quarter revenue to remain in line with the first quarter of 2025” .
Quote: “Rebuy Ads powered by Fluent is set to redefine how Shopify merchants engage with performance-driven advertising” .

What Went Wrong

O&O headwinds: O&O revenue -30% YoY to $31.1M on tightened social media supply, continuing into Q2; management working to broaden supply channels .
Margin pressure: Gross profit margin (ex-D&A) fell to 21% (vs 28% YoY) and media margin to 24.9% (vs 33.6% YoY) given mix shift and lower-margin placements .
Negative profitability: Adjusted EBITDA declined to -$3.1M (vs +$0.7M YoY), with management expecting Q2 adjusted EBITDA to remain negative before improving in 2H .

Financial Results

Headline Metrics vs Prior Year and Prior Quarter

Metric	Q1 2024 (oldest)	Q4 2024	Q1 2025 (newest)
Revenue ($USD Millions)	$66.0	$65.4	$55.2
GAAP Diluted EPS ($)	$(0.45)	$(0.19)	$(0.39)
Adjusted EPS ($)	$(0.30)	$(0.18)	$(0.31)
Gross Profit Margin % (ex-D&A)	28%	21%	21%
Media Margin % of Revenue	33.6%	25.3%	24.9%
Adjusted EBITDA ($USD Millions)	$0.665	$(1.709)	$(3.084)
Adjusted EBITDA Margin %	1.0%	(2.6%)	(5.6%)
Cash & Restricted Cash ($USD Millions)	$11.658	$10.694	$6.083
Total Debt ($USD Millions)	—	$35.6	$25.6

Segment Breakdown

Segment Metric	Q1 2024 (oldest)	Q4 2024	Q1 2025 (newest)
Owned & Operated Revenue ($M)	$44.7	$38.2	$31.1
CMS Revenue ($M)	$6.4	$17.2	$12.7
CMS Share of Consolidated Revenue (%)	10%	26%	23%
CMS Gross Profit Margin % (ex-D&A)	29%	39%	22%
CMS Media Margin %	31.3%	39.3%	24.6%

KPIs

KPI	Q1 2024 (oldest)	Q4 2024	Q1 2025 (newest)
Media Margin ($M)	$22.139	$16.548	$13.731
CMS Annual Revenue Run Rate ($M)	>$50	>$60	>$65
Cash Flow from Operations ($M)	$(0.132)	—	$2.112

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Consolidated Revenue	Q2 2025	Not previously specified	“Remain in line with Q1 2025”	New
Adjusted EBITDA	FY 2025	Positive, improvement in 2H 2025	Positive, improvement in 2H 2025 supported by CMS	Maintained
Consolidated Revenue Growth	FY 2025	Target double-digit revenue growth in 2025	Expect return to YoY revenue growth in back half; near-term Q2 in line with Q1	Clarified timing (back-half)

Earnings Call Themes & Trends

Topic	Previous Mentions (Q3 2024, Q4 2024)	Current Period (Q1 2025)	Trend
CMS scale/mix shift	CMS revenue grew 341% in Q3; ARR >$50M; CMS 16% of revenue	CMS +99% YoY; ARR >$65M; 23% of revenue; foundational driver	Accelerating growth, rising mix
O&O supply constraints	O&O pressure amid regulatory changes and media supply	O&O -30% YoY; social media supply tightened; broadening supply channels	Persistent headwind near term
Margins	CMS margins improving YoY; company-wide margin pressured by mix	Gross margin (ex-D&A) 21%; media margin 24.9%; CMS margin 24.6%	Near-term compression; improve as CMS scales
Credit facility/going concern	SLR covenant risk; capital needs; going concern note	Debt reduced to $25.6M; interest down; board prioritizes cap structure	Progress; still monitoring
Macro (tariffs/retail inflation)	Limited prior mention	Tariffs/retail inflation creating uncertainty; pipeline acceleration despite macro	Watch-list; CMS demand resilient
AI/data/tech	CMS tech and first-party data differentiator	Enhanced Identity Graph; Experian partnership; 200M+ profiles	Strengthening differentiation

Management Commentary

“Our Commerce Media Solutions business… achieving nearly triple-digit year-over-year growth since its launch in early 2023… With the growth of our Commerce Media Solutions business and shifting revenue mix, we anticipate consolidated second quarter revenue to remain in line with the first quarter of 2025.” — Don Patrick, CEO .
“Revenue from [CMS] increased 99% to $12.7 million… Gross margins decreased… related to continued media cost pressure on our Call Solutions business, the growth of certain lower-margin commerce media placements and the shift in revenue mix related to the strategic discontinuation of certain businesses in 2024.” — Ryan Perfit, CFO .
“As of March 31, 2025, [CMS] annual revenue run rate… exceeding $65 million… Following the close of the first quarter, we announced a strategic partnership with Rebuy Engine to launch Rebuy Ads powered by Fluent.” — Don Patrick, CEO .

Q&A Highlights

Rebuy partnership timing and adoption: Integration complete; early Rebuy clients live; indirect channel adoption expected to be significant; upside beyond prior doubling plan .
O&O stabilization: Business remains profitable; continued forecasted decline near-term; stabilization targeted later in 2025 via broader supply and DSP channels .
Macro sensitivity: Tariffs/retail inflation could weigh on consumer; CMS signings accelerating in uncertainty; new partner onboarding expected to offset potential consumer softness .
Capital needs and leverage: Focus on positive FCF trajectory; board minimizing dilution; supportive shareholders; peers raising capital at 3–7x revenue .
Operating leverage: CMS contribution margin expected positive in 2025; operating leverage building into 2026; enterprise rev-share, long-term contracts increase predictability .

Estimates Context

Metric	Consensus (S&P Global)	Actual	Result vs Estimate
Revenue ($USD)	$57.293M*	$55.210M	Miss
Primary EPS ($)	$(0.325)*	$(0.31) (Adjusted)	Beat
EBITDA ($USD)	$(2.520)M*	$(3.084)M	Miss
Q2 2025 Revenue ($USD)	$52.691M*	—	N/A
Q2 2025 Primary EPS ($)	$(0.285)*	—	N/A

Values retrieved from S&P Global.*

Implications: Revenue miss driven by O&O supply attrition and lower-margin placements in CMS; adjusted EPS beat aided by lower operating expense and interest, though absolute profitability worsened YoY; estimates likely to recalibrate around near-term O&O headwinds and Q2 “in-line” revenue outlook .

Key Takeaways for Investors

CMS pivot is working: ARR >$65M and rising mix to 23% supports medium-term margin and cash flow trajectory; partnership with Rebuy increases channel scale and access to Shopify merchants .
Near-term caution: O&O supply constraints and lower-margin placements weigh on revenue and media margin; management expects Q2 revenue to match Q1 levels and adjusted EBITDA to remain negative before improving in 2H .
Balance sheet improving: Total debt reduced by ~$10M QoQ; interest expense down; continued monitoring of SLR covenant/going concern disclosures remains prudent .
Estimate dynamics: Q1 revenue missed, adjusted EPS beat; watch for sell-side cuts to revenue/EBITDA near term and potential back-half upgrades if CMS growth accelerates and margins inflect .
Execution priorities: Broaden O&O supply (including DSPs), scale CMS partnerships (enterprise and indirect), and continue AI/data investments (Identity Graph) to monetize post-purchase moments .
Trading setup: Narrative hinges on CMS momentum and proof of operating leverage into 2H; Rebuy adoption and additional partner wins are potential upside catalysts, while O&O supply and macro tariffs represent key risks .
Medium-term thesis: If CMS continues triple-digit growth and mix shift persists, consolidated margins should expand and adjusted EBITDA turn positive in FY25, strengthening the path to FCF and de-risking the capital structure .

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