VerticalScope Announces Second Quarter 2025 Financial Results

Globe and Mail

21 hours ago

VerticalScope Holdings Inc. ('VerticalScope' or the 'Company') (TSX: FORA; OTCQX: VFORF), a technology company that has built and operates a cloud-based digital platform for online enthusiast communities, today announced financial results for the second quarter ended June 30, 2025 ("Q2" or "the quarter").
'In Q2, our platform served 90 million MAUs and generated $14.5 million in revenue,' said Chris Goodridge, CEO of VerticalScope. 'The real story this quarter is the speed at which we've reshaped our teams and sharpened our focus to position the Company for long-term growth. Our profitable model and strong cash generation give us the firepower to invest decisively in high-impact initiatives, from expanding direct traffic to accelerating AI-powered innovation.'
Mr. Goodridge added, 'The way people find and consume information is changing faster than ever, and that's creating new opportunities for platforms like ours. VerticalScope's communities deliver exceptional depth of expertise and engagement. As AI reshapes the digital landscape, we're focused on scaling what makes us unique — building stronger relationships with our large base of direct users, broadening how we monetize our audiences, and deploying AI to enhance user experience. We have the assets, the talent, and the strategy to capture meaningful growth in the years ahead.'
Financial Highlights for the Three Months Ended June 30, 2025
Revenue decreased 13% to $14.5M, primarily due to a decline in MAUs, which impacted programmatic advertising. This follows a period of record-high MAU in the prior year.
ARPU increased 17%, supported by a 41% year-over-year increase in e-commerce revenue.
Adjusted EBITDA was $4.3M, down 39%, representing a 30% margin (compared to 42% in Q2 2024), reflecting lower revenue and increased investments in AI and traffic diversification.
Operating Cash Flow increased 4% to $6.4M, inclusive of non-cash working capital changes from acquisitions.
Free Cash Flow totaled $3.7M, reflecting 87% conversion of Adjusted EBITDA.
Available Liquidity was $64.1M, comprised of $8.1M in unrestricted cash and $56.0M of undrawn revolver capacity.
Net loss was $1.8M, compared to net income of $0.4M in the prior year, primarily due to lower revenue and $1.6M in one-time personnel and acquisition costs, partially offset by income tax recovery.
'Q2 demonstrated our ability to execute effectively while delivering a healthy Free Cash Flow conversion of 87% and a 30% Adjusted EBITDA margin,' said Vince Bellissimo, CFO of VerticalScope. 'Supported by a strong balance sheet and an efficient operating model, we continue to invest strategically in key initiatives that drive long-term value creation for our shareholders as we move into the second half of the year.'
Earnings Conference Call and Webcast
Management will host a conference call and webcast to discuss the Company's financial results at 7 a.m. ET on Wednesday, August 13, 2025.
Live Call Registration and Webcast:
https://events.q4inc.com/attendee/407054365
Joining Live by Telephone:
Canada: 1 833 950 0062
United States: 1 833 470 1428
Participant Access code: 628663
If you are unable to join live, an archived recording of the webcast will be available at: https://investors.verticalscope.com/.
About VerticalScope Holdings Inc.
Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high consumer spending categories. VerticalScope's mission is to enable people with common interests to connect, explore their passions, and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and approximately 100 million monthly active users.
Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable securities legislation that reflects the Company's current expectations regarding future events. When used in this news release, words such as 'should', 'could', 'intended', 'expect', 'plan' or 'believe' and similar expressions indicate forward-looking statements. Forward-looking information, including the Company's plans for organic growth, deployment of capital, investments in our platform, the growth of revenue and MAU, information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, plans and objectives, is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurances can be given that actual results will be consistent with these forward-looking statements. Such risks and uncertainties include, but are not limited to, the implementation and effectiveness of the Company's capital allocation strategy, the availability of high-quality M&A opportunities, dependence on search algorithms and third-party traffic sources, potential disruption from artificial intelligence technologies, and the factors discussed under "Risk Factors" in the Company's Annual Information Form dated March 31, 2025, which is available on the Company's profile on SEDAR Plus at https://sedarplus.ca. Actual results could differ materially from those projected herein. VerticalScope does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
Non-IFRS Measures
This press release references certain non-IFRS measures, including Adjusted EBITDA and Free Cash Flow, and Free Cash Flow Conversion as described below. This press release also makes reference to MAU, which is an operating metric used in our industry. These non-IFRS measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS.
The Company uses non-IFRS measures including:
'EBITDA' is calculated as net income (loss) excluding interest, income tax expense (recovery), and depreciation and amortization.
'Adjusted EBITDA' is calculated as EBITDA adjusted for share-based compensation, share performance related bonuses, unrealized gains or losses from changes in fair value of derivative financial instruments, severance, adjustments to contingent consideration liabilities measured at fair value through profit and loss, gain or loss on sale of assets, gain or loss on sale of investments, foreign exchange loss (gain), realized and unrealized other loss (gain) and other charges that include direct and incremental business acquisition related costs.
'Adjusted EBITDA Margin' measures Adjusted EBITDA as a percentage of revenue.
'Free Cash Flow' means Adjusted EBITDA less capital expenditures and income taxes paid during the period.
'Free Cash Flow Conversion' is equal to Free Cash Flow for the period divided by Adjusted EBITDA for the period.
'Monthly Active Users' ('MAU') is defined as the number of individuals who have visited our communities within a calendar month, based on data as measured by Google Analytics. To calculate average MAU in a given period, we sum the total MAU for each month in that period, divided by the number of months in that period.
SOURCE VerticalScope Holdings Inc.
Related Links
http://www.verticalscope.com
The following table sets forth a reconciliation of Adjusted EBITDA and Free Cash Flow to net income (loss):
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands of US dollars)
2025
2024
2025
2024
Net income (loss)
($1,792)
$423
($4,208)
($561)
Net interest and financing expense
816
1,075
1,563
2,238
Income tax expense (recovery)
(935)
556
(1,389)
431
Depreciation and amortization
4,830
4,501
9,254
9,066
EBITDA
2,918
6,555
5,220
11,173
Share-based compensation
(124)
368
1,128
789
Share performance related bonus (1)
—
—
—
(3)
Unrealized loss (gain) from changes in derivative fair value of financial instruments
(139)
19
(188)
75
Severance (2)
1,121
—
1,120
—
Other income
(2)
—
(2)
—
Gain on sale of assets
(3)
(1)
(3)
(5)
Gain on sale of investments
—
—
—
(16)
Foreign exchange loss
17
—
73
28
Realized other loss
26
—
94
—
Unrealized other loss
(26)
—
—
—
Other charges (3)
509
135
497
262
Adjusted EBITDA
4,299
7,076
7,940
12,302
Less capital expenditures
(266)
(399)
(711)
(834)
Income taxes received (paid)
(287)
(120)
(362)
258
Free Cash Flow
$3,746
$6,557
$6,866
$11,726
(1)
Share performance related bonus is included in wages and consulting on the condensed consolidated interim statements of income (loss) and comprehensive income (loss).
(2)
Severance is included in wages and consulting on the condensed consolidated interim statements of income (loss) and comprehensive income (loss).
(3)
Other charges are included in wages and consulting and general and administrative on the condensed consolidated interim statements of income (loss) and comprehensive income (loss). For the three months ended June 30, 2025, these charges include direct and incremental business acquisition related costs.
June 30,
December 31,
Assets
Current assets:
Cash
$8,143,612
$5,189,315
Restricted cash
102,967
97,244
Trade and other receivables
11,533,480
14,874,882
Lease receivable
49,302
326,267
Income taxes receivable
822,621
784,332
Prepaid expenses
886,005
761,652
Derivative instruments
43,140
—
21,581,127
22,033,692
Property and equipment
349,587
482,276
Right-of-use asset
1,288,772
1,564,687
Intangible assets
38,961,754
37,597,990
Goodwill
52,635,164
52,635,164
Other assets
144,288
154,497
Deferred tax asset
19,174,931
17,937,708
Total assets
$134,135,623
$132,406,014
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities
$8,574,197
$6,864,256
Income taxes payable
224,015
426,778
Derivative instruments
—
145,068
Deferred revenue
1,394,824
1,125,592
Current portion of long-term debt
646,004
687,875
Lease liability
683,650
946,626
11,522,690
10,196,195
Long-term debt
44,000,000
38,000,000
Lease liability
936,673
1,180,878
Deferred tax liability
7,585
315,607
Other long-term liabilities
26,612
26,612
Total liabilities
56,493,560
49,719,292
Shareholders' equity:
Share capital
158,703,767
163,250,013
Contributed surplus
22,552,185
25,413,119
Other comprehensive loss
(145,494)
(145,494)
Deficit
(103,468,395)
(105,830,916)
77,642,063
82,686,722
Total liabilities and shareholders' equity
$134,135,623
$132,406,014
VERTICALSCOPE HOLDINGS INC.
Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)
(In U.S. dollars, except per share amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Operating expenses:
Wages and consulting
8,276,004
6,822,678
15,438,208
13,762,711
Share-based compensation
(124,142)
367,575
1,127,851
788,816
Platform and technology
2,074,497
1,675,344
3,714,095
3,218,879
General and administrative
1,382,546
1,268,179
2,443,011
2,460,804
Depreciation and amortization
4,830,349
4,500,984
9,253,924
9,065,612
16,439,254
14,634,760
31,977,089
29,296,822
Operating income (loss)
(1,898,938)
2,052,756
(3,871,256)
2,114,138
Other expenses (income):
Other income
(1,824)
—
(1,824)
—
Gain on sale of assets
(2,601)
(1,098)
(2,941)
(4,718)
Net interest and financing expense
815,644
1,074,882
1,563,462
2,237,814
Gain on sale of investments
—
—
—
(16,398)
Foreign exchange loss
17,385
261
73,040
27,641
Realized other loss
26,453
—
94,030
—
Unrealized other loss
(26,453)
—
—
—
828,604
1,074,045
1,725,767
2,244,339
Income (loss) before income taxes
(2,727,542)
978,711
(5,597,023)
(130,201)
Income tax expense (recovery)
Current
(255,579)
163,747
155,905
252,365
Deferred
(679,785)
391,866
(1,545,241)
178,929
(935,364)
555,613
(1,389,336)
431,294
Net income (loss)
($1,792,178)
$423,098
($4,207,687)
($561,495)
Other comprehensive income (loss)
Items that may be reclassified to net income (loss):
Foreign currency differences on translation of foreign operations
—
(13,399)
—
12,846
Total comprehensive income (loss)
($1,792,178)
$409,699
($4,207,687)
($548,649)
Earnings (loss) per share:
Basic
($0.08)
$0.02
($0.19)
($0.03)
Diluted
(0.08)
0.02
(0.19)
(0.03)
VERTICALSCOPE HOLDINGS INC.
Condensed Consolidated Interim Statements of Cash Flows
(In U.S. dollars)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Cash provided by (used in):
Operating activities:
Net income (loss)
($1,792,178)
$423,098
($4,207,687)
($561,495)
Items not involving cash:
Depreciation and amortization
4,830,349
4,500,984
9,253,924
9,065,612
Net interest and financing expense
815,644
1,074,882
1,563,462
2,237,814
Gain on sale of assets
(2,601)
(1,098)
(2,941)
(4,718)
Gain on sale of investments
—
—
—
(16,398)
Unrealized loss (gain) in derivative instruments
(138,557)
19,035
(188,208)
74,703
Unrealized other gain
(26,453)
—
—
—
Income tax expense (recovery)
(935,364)
555,613
(1,389,336)
431,294
Share-based compensation
(124,142)
367,575
1,127,851
788,816
2,626,698
6,940,089
6,157,065
12,015,628
Change in non-cash operating assets and liabilities
4,792,347
414,915
5,027,900
1,858,879
Interest paid
(690,393)
(1,070,476)
(1,414,940)
(2,233,328)
Income taxes received (paid)
(287,300)
(119,557)
(362,330)
257,529
6,441,352
6,164,971
9,407,695
11,898,708
Financing activities:
Repayment of term loan
—
(625,000)
—
(1,250,000)
Proceeds from issuance of revolving loan
3,000,000
—
6,000,000
—
Repayment of revolving loan
—
(5,875,000)
—
(8,250,000)
Cash settlement for vested RSUs
(119,753)
—
(119,753)
—
Repurchase of share capital for cancellation
(1,845,070)
(435,859)
(1,845,070)
(669,085)
Lease payments
(232,372)
(340,661)
(555,651)
(701,643)
Proceeds from sublease
138,002
147,878
278,942
297,956
940,807
(7,128,642)
3,758,468
(10,572,772)
Investing activities:
Additions to property and equipment and intangible assets
(268,712)
(399,007)
(714,654)
(833,618)
Proceeds from sale of assets
2,601
1,967
2,941
6,081
Proceeds from sale of investments
—
—
—
16,398
Acquisitions
(4,038,028)
(200,178)
(9,494,430)
(200,178)
Increase (decrease) in cash
3,078,020
(1,560,889)
2,960,020
314,619
Cash, beginning of period
5,014,293
7,908,036
5,189,315
6,015,184
Change in restricted cash balances
(9,052)
(3,287)
(5,723)
979