Latest news with #CarnivoreClub
Cision Canada
28-05-2025
- Business
- Cision Canada
EMERGE Reports Strong Q1 2025 Results
Fourth consecutive quarter of organic revenue growth First positive Adjusted EBITDA (1) quarter achieved under the EMERGE 2.0 strategy Strong outlook for Q2 2025, including double-digit revenue growth and strong, positive Adjusted EBITDA TORONTO, May 28, 2025 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) (" EMERGE" or the " Company"), a premium, Canadian brand portfolio, today announced its financial results for the three months ended March 31, 2025. Copies of the interim Financial Statements and MD&A are available on the Company's profile on SEDAR at Q1 2025 Financial Highlights For the first quarter of 2025, compared to the first quarter of 2024: Gross Merchandise Sales ("GMS 1") increased to $8.0M vs. $7.4M, an increase of 7% Revenue increased to $5.0M vs. $4.7M, an increase of 8% Gross profit of $1.94M vs. $1.96M, a decrease of 1% Adjusted EBITDA 1 improved to positive $32K vs. loss of $191K Net loss from continuing operations improved to $20K vs. $82K Cash on hand at March 31, 2025 was $2.7M EMERGE's recently announced acquisition of Tee 2 Green ("T2G") is not included in Q1 2025 results, as it was completed in April 2025 (Q2). T2G achieved $1M Adjusted EBITDA (1) and $700K net income in 2024 (unaudited). Ghassan Halazon, Founder and CEO, EMERGE commented, "Q1 2025 was our fourth consecutive quarter of organic revenue growth. Notably, we delivered positive Adjusted EBITDA (1) for the first time under our EMERGE 2.0 strategy, reflecting our improved topline and our streamlined overhead expenses in place, now that the previously announced cost reductions have taken full effect. Our business model is uniquely positioned to thrive in the current macro backdrop. truLOCAL is a benefactor of the "Support LOCAL" movement sweeping the country, while our discount golf business continues to strengthen in this weakening economy as customers seek out more deals. We are also pleased to share that Q2-to-date, our first quarter including Tee 2 Green results, is exceeding management's expectations on both revenue growth and profitability overall. Special thanks to our team, Board, and trusted partners on yet another quarter of disciplined execution and sustained operational excellence." Sale of Carnivore Club On January 15, 2025, EMERGE completed the asset sale of Carnivore Club for a total purchase price of $500,000. Carnivore Club was a legacy, non-core asset. 2024 results include Carnivore Club. Q1 2025 will be the first financial report to classify Carnivore Club as discontinued operations, with prior period results to reflect the reclassification, where noted. Events Subsequent to March 31, 2025 Acquisition of Tee 2 Green On April 4, 2025, EMERGE closed the acquisition of all the issued and outstanding shares of Tee 2 Green Ltd. ("T2G"). T2G is a profitable, discount golf apparel and equipment business with a 38-year track record of operations, focused on the Canadian market. T2G achieved revenue of $6.4M, Adjusted EBITDA (1) of $1M and net income of $700K in 2024 (unaudited). EMERGE utilized the cash proceeds from the Carnivore Club transaction, as well as the previously announced sale of the premium, dormant SHOP domains to Shopify (TSX: SHOP) towards closing the T2G acquisition. Debt Refinancing Alongside the T2G transaction on April 4, 2025, the Company also entered into a first amendment (the "Amended Facility") to the second amended and restated credit agreement dated January 31, 2024 with its existing lender. The Amended Facility provides an 18-month extension, and an additional 6-month extension option provided that lender consent is obtained. Inclusive of the 6-month extension, the Amended Facility would mature in April 2027. The Company remains in good standing with existing lender, which it has worked with since November 2019. The recent interest rate cuts, and the anticipated upcoming rate reductions, are expected to result in meaningful cash savings. Second Quarter 2025 Outlook For Q2 2025, EMERGE management expects to achieve double-digit revenue growth, and strong positive Adjusted EBITDA (1) positive. truLOCAL, our Canadian meat and seafood subscription brand, continues to be a benefactor of the "Buy Canadian" sentiment. Our discounted golf experiences and products vertical is continuing to gain from the weakening macro climate given the recession-friendly nature of the business model, with golf season now in full swing. Q2 is the first time EMERGE will include T2G's results. The addition of T2G, starting Q2 2025, is expected to substantially enhance the Company's revenue, profitability and cash flow profile, and in the process, strengthen its balance sheet, and potentially improve its cost of capital over time. See "Forward-Looking Statements" below for important disclosure with respect to expectations and forward-looking information. Top Priorities The Company's top priorities in the near-term are to i) accelerate revenue growth, ii) extract further operational efficiencies and synergies to drive profitability, and iii) opportunistically explore avenues to enhance cash flow and reduce interest expense. Conference Call Management will host a conference call on Wednesday, May 28 at 9:00 am ET to discuss its Q1 2025 results. To access the conference call, please dial (416) 945-7677 or (888) 699-1199 and provide conference ID 83868 Alternatively, the conference call can be accessed online at: Selected Financial Highlights The tables below set out selected financial information and should be read in conjunction with the Company's consolidated financial statements and MD&A for the three months ended March 31, 2025, which are available on SEDAR. The following financial information has been summarized from the Company's unaudited condensed consolidated interim financial statements (excluding GMS and Adjusted EBITDA): 1 Non-GAAP Financial Measure. Refer to section "Non-GAAP Financial Measures" for additional information. Results from WholesalePet and Carnivore Club business have been reclassified to discontinued operations. The following table presents Adjusted EBITDA for the three months ended March 31, 2025, and the Adjusted EBITDA loss for the three months ended March 31, 2024, along with a reconciliation of the Company's reported results to its adjusted measures. The following table highlights GMS for the three months ended March 31, 2025 and 2024, and a reconciliation of the Company's reported results to its adjusted measures. About EMERGE EMERGE is a premium, Canadian e-commerce and retail brand portfolio. Our subscription, marketplace, and retail businesses provide our members with access to offerings across our grocery and golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service, connecting local farmers with a health-conscious audience. Our golf vertical includes our discounted tee-times/ experiences brand, UnderPar, and our discounted golf apparel and equipment brands, JustGolfStuff and Tee 2 Green. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Non-GAAP Measures This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, 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 a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Gross Merchandise Sales ("GMS"), EBITDA, and Adjusted EBITDA should not be construed as alternatives to revenue or net income/loss determined in accordance with IFRS. GMS, EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. GMS as defined by management is the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of discounts and refunds. Management believes GMS provides a useful measure for the dollar volume of e-commerce transactions made through our platforms and an indicator for our business performance. Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions. A reconciliation of the adjusted measures is included in the Company's management discussion & analysis for the three months ended March 31, 2025 in the section "Non-GAAP Financial Measures" available through SEDAR at Notice regarding forward-looking statements This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements related to the closing of the Transaction and the timing thereof, the satisfaction of all conditions precedent to the closing of the Transaction, including, without limitation, TSXV approval in respect of the Transaction, any benefit that may be derived by the Company from the Transaction, including, without limitation, any material benefit to the working capital or financial position of the Company as a result of the Transaction, expectations regarding cash flow both as a result of the Transaction and in general, as well as other statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. There is no guarantee the Transaction will be completed as contemplated or at all, and the forward-looking information contained herein is based on the assumptions of management of the Company as of the date hereof including, without limitation, assumptions with respect to the financial position, cash flow, and working capital of the Company, the ability of the Company to obtain TSXV approval for the Transaction and the satisfaction of any other conditions thereto, and the conditions of the financial markets and the e-commerce markets generally, among others. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including risks related to the disposition of an operating business by the Company, risks that the benefits derived from the Transaction may not be as expected or that the Company may not see any benefit from the Transaction, risks that each party to the Agreement may not satisfy its obligations or covenants, risks that the Company may be subject to litigation as a result of the Transaction including allegations of misrepresentation or breach of conditions or covenants, risks that the TSXV may not approve the Transaction, as well as the risk factors discussed in the Company's MD&A, which is available through SEDAR+ at The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. On Behalf of the Board Ghassan Halazon Director, President, and CEO EMERGE Commerce Ltd. SOURCE Emerge Commerce Ltd.
Yahoo
28-05-2025
- Business
- Yahoo
EMERGE Reports Strong Q1 2025 Results
Fourth consecutive quarter of organic revenue growth First positive Adjusted EBITDA(1) quarter achieved under the EMERGE 2.0 strategy Strong outlook for Q2 2025, including double-digit revenue growth and strong, positive Adjusted EBITDA TORONTO, May 28, 2025 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), a premium, Canadian brand portfolio, today announced its financial results for the three months ended March 31, 2025. Copies of the interim Financial Statements and MD&A are available on the Company's profile on SEDAR at Q1 2025 Financial Highlights For the first quarter of 2025, compared to the first quarter of 2024: Gross Merchandise Sales ("GMS1") increased to $8.0M vs. $7.4M, an increase of 7% Revenue increased to $5.0M vs. $4.7M, an increase of 8% Gross profit of $1.94M vs. $1.96M, a decrease of 1% Adjusted EBITDA1 improved to positive $32K vs. loss of $191K Net loss from continuing operations improved to $20K vs. $82K Cash on hand at March 31, 2025 was $2.7M EMERGE's recently announced acquisition of Tee 2 Green ("T2G") is not included in Q1 2025 results, as it was completed in April 2025 (Q2). T2G achieved $1M Adjusted EBITDA (1) and $700K net income in 2024 (unaudited). Ghassan Halazon, Founder and CEO, EMERGE commented, "Q1 2025 was our fourth consecutive quarter of organic revenue growth. Notably, we delivered positive Adjusted EBITDA(1) for the first time under our EMERGE 2.0 strategy, reflecting our improved topline and our streamlined overhead expenses in place, now that the previously announced cost reductions have taken full effect. Our business model is uniquely positioned to thrive in the current macro backdrop. truLOCAL is a benefactor of the "Support LOCAL" movement sweeping the country, while our discount golf business continues to strengthen in this weakening economy as customers seek out more deals. We are also pleased to share that Q2-to-date, our first quarter including Tee 2 Green results, is exceeding management's expectations on both revenue growth and profitability overall. Special thanks to our team, Board, and trusted partners on yet another quarter of disciplined execution and sustained operational excellence." Sale of Carnivore Club On January 15, 2025, EMERGE completed the asset sale of Carnivore Club for a total purchase price of $500,000. Carnivore Club was a legacy, non-core asset. 2024 results include Carnivore Club. Q1 2025 will be the first financial report to classify Carnivore Club as discontinued operations, with prior period results to reflect the reclassification, where noted. Events Subsequent to March 31, 2025 Acquisition of Tee 2 Green On April 4, 2025, EMERGE closed the acquisition of all the issued and outstanding shares of Tee 2 Green Ltd. ("T2G"). T2G is a profitable, discount golf apparel and equipment business with a 38-year track record of operations, focused on the Canadian market. T2G achieved revenue of $6.4M, Adjusted EBITDA(1) of $1M and net income of $700K in 2024 (unaudited). EMERGE utilized the cash proceeds from the Carnivore Club transaction, as well as the previously announced sale of the premium, dormant SHOP domains to Shopify (TSX: SHOP) towards closing the T2G acquisition. Debt Refinancing Alongside the T2G transaction on April 4, 2025, the Company also entered into a first amendment (the "Amended Facility") to the second amended and restated credit agreement dated January 31, 2024 with its existing lender. The Amended Facility provides an 18-month extension, and an additional 6-month extension option provided that lender consent is obtained. Inclusive of the 6-month extension, the Amended Facility would mature in April 2027. The Company remains in good standing with existing lender, which it has worked with since November 2019. The recent interest rate cuts, and the anticipated upcoming rate reductions, are expected to result in meaningful cash savings. Second Quarter 2025 Outlook For Q2 2025, EMERGE management expects to achieve double-digit revenue growth, and strong positive Adjusted EBITDA(1) positive. truLOCAL, our Canadian meat and seafood subscription brand, continues to be a benefactor of the "Buy Canadian" sentiment. Our discounted golf experiences and products vertical is continuing to gain from the weakening macro climate given the recession-friendly nature of the business model, with golf season now in full swing. Q2 is the first time EMERGE will include T2G's results. The addition of T2G, starting Q2 2025, is expected to substantially enhance the Company's revenue, profitability and cash flow profile, and in the process, strengthen its balance sheet, and potentially improve its cost of capital over time. See "Forward-Looking Statements" below for important disclosure with respect to expectations and forward-looking information. Top Priorities The Company's top priorities in the near-term are to i) accelerate revenue growth, ii) extract further operational efficiencies and synergies to drive profitability, and iii) opportunistically explore avenues to enhance cash flow and reduce interest expense. Conference Call Management will host a conference call on Wednesday, May 28 at 9:00 am ET to discuss its Q1 2025 results. To access the conference call, please dial (416) 945-7677 or (888) 699-1199 and provide conference ID 83868 Alternatively, the conference call can be accessed online at: Selected Financial Highlights The tables below set out selected financial information and should be read in conjunction with the Company's consolidated financial statements and MD&A for the three months ended March 31, 2025, which are available on SEDAR. The following financial information has been summarized from the Company's unaudited condensed consolidated interim financial statements (excluding GMS and Adjusted EBITDA):Three months ended March 31, 2025 $ 2024 $ Gross Merchandise Sales18,008,570 7,396,134 Total revenue5,028,958 4,654,024 Adjusted EBITDA132,299 (191,851) Net loss from continuing operations(21,609) (82,088) Net income403,120 485,808 Basic and diluted loss per share from continuing operations and total(0.00002) (0.00066) Total assets6,585,339 7,995,766 Long-term liabilities1,104,733 8,235,160 1 Non-GAAP Financial Measure. Refer to section "Non-GAAP Financial Measures" for additional information. Results from WholesalePet and Carnivore Club business have been reclassified to discontinued operations. The following table presents Adjusted EBITDA for the three months ended March 31, 2025, and the Adjusted EBITDA loss for the three months ended March 31, 2024, along with a reconciliation of the Company's reported results to its adjusted months ended March 31,2025 2024$ $ Net income 403,120 485,808 Add back: Finance costs 254,227 498,837 Income taxes (recovery) 80,547 (170,483) Amortization 52,778 58,475 EBITDA 790,672 872,637 Share-based compensation 58,145 25,272 Transaction cost 12,958 101,358 Foreign exchange and other gains (404,747) (623,222) Net income from discontinued operations (424,729) (567,896) Adjusted EBITDA 32,299 (191,851) The following table highlights GMS for the three months ended March 31, 2025 and 2024, and a reconciliation of the Company's reported results to its adjusted measures. Three months ended March 31,2025 $ 2024 $ Revenue 5,028,958 4,654,024 Adjusted for: Merchant costs deducted from net revenue 3,781,678 2,840,365 Sales added to deferred revenue and value of orders fulfilled not included in revenue (100,762) 2,060,348 Deferred and other adjustments to revenue recognized (659,520) (1,994,282) Advertising revenue (41,784) (164,321) GMS 8,008,570 7,396,134 About EMERGE EMERGE is a premium, Canadian e-commerce and retail brand portfolio. Our subscription, marketplace, and retail businesses provide our members with access to offerings across our grocery and golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service, connecting local farmers with a health-conscious audience. Our golf vertical includes our discounted tee-times/ experiences brand, UnderPar, and our discounted golf apparel and equipment brands, JustGolfStuff and Tee 2 Green. Follow EMERGE:LinkedIn | X | Instagram | Facebook Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Non-GAAP Measures This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, 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 a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Gross Merchandise Sales ("GMS"), EBITDA, and Adjusted EBITDA should not be construed as alternatives to revenue or net income/loss determined in accordance with IFRS. GMS, EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. GMS as defined by management is the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of discounts and refunds. Management believes GMS provides a useful measure for the dollar volume of e-commerce transactions made through our platforms and an indicator for our business performance. Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions. A reconciliation of the adjusted measures is included in the Company's management discussion & analysis for the three months ended March 31, 2025 in the section "Non-GAAP Financial Measures" available through SEDAR at Notice regarding forward-looking statements This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements related to the closing of the Transaction and the timing thereof, the satisfaction of all conditions precedent to the closing of the Transaction, including, without limitation, TSXV approval in respect of the Transaction, any benefit that may be derived by the Company from the Transaction, including, without limitation, any material benefit to the working capital or financial position of the Company as a result of the Transaction, expectations regarding cash flow both as a result of the Transaction and in general, as well as other statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. There is no guarantee the Transaction will be completed as contemplated or at all, and the forward-looking information contained herein is based on the assumptions of management of the Company as of the date hereof including, without limitation, assumptions with respect to the financial position, cash flow, and working capital of the Company, the ability of the Company to obtain TSXV approval for the Transaction and the satisfaction of any other conditions thereto, and the conditions of the financial markets and the e-commerce markets generally, among others. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including risks related to the disposition of an operating business by the Company, risks that the benefits derived from the Transaction may not be as expected or that the Company may not see any benefit from the Transaction, risks that each party to the Agreement may not satisfy its obligations or covenants, risks that the Company may be subject to litigation as a result of the Transaction including allegations of misrepresentation or breach of conditions or covenants, risks that the TSXV may not approve the Transaction, as well as the risk factors discussed in the Company's MD&A, which is available through SEDAR+ at The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. On Behalf of the BoardGhassan HalazonDirector, President, and CEOEMERGE Commerce Ltd. SOURCE Emerge Commerce Ltd. View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
28-04-2025
- Business
- Cision Canada
EMERGE Reports Strong Q4 and Full Year 2024 (Audited) Results
3 rd consecutive quarter of organic revenue growth, return-to-growth for FY 2024 Major improvement in profitability YoY, including positive net income in Q4 YoY growth in cash balance without a capital raise Strong outlook for 2025, including accretive acquisition completed in Q2 2025 TORONTO, April 28, 2025 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) (" EMERGE" or the " Company"), a premium, Canadian e-commerce and retail brand portfolio, today announced results for its three and twelve months ended December 31, 2024. Copies of the Annual Financial Statements and MD&A are available on the Company's profile on SEDAR at Q4 2024 Financial Highlights For the fourth quarter of 2024, compared to the fourth quarter of 2023: Q4 revenue increased to $5.6M vs. $5.1M Excluding Carnivore Club (sold in January 2025), Q4 revenue increased to $5.3M vs. $4.6M, representing growth of 15% Gross profit increased to $2.2M vs. $2.1M Adjusted EBITDA 1 improved to ($11K) vs. ($345K) Net income from continuing operations improved to $0.3M vs. ($10.7M) Net income improved to $0.3M vs. net loss of ($17.5M) Cash on hand at December 31, 2024 was $3.1M vs. $2.5M Full Year 2024 Financial Highlights For the full year 2024, compared to full year 2023: Annual revenue increased to $20.4M vs. $19.6M Excluding Carnivore Club (sold in January 2025), annual revenue increased to $19.3M vs. $17.7M, representing growth of 9% Gross profit increased to $8.2M vs. $7.6M Adjusted EBITDA 1 improved to ($0.46M) vs. ($1.78M) Net loss from continuing operations improved to ($1.1M) vs. ($15.6M) Net loss improved to ($0.5M) vs. ($21.3M) EMERGE's recently announced acquisition of Tee 2 Green ("T2G") is not included in 2024 results. T2G achieved approximately $1M Adjusted EBITDA (1) and $700K net income in 2024 (unaudited). Ghassan Halazon, Founder and CEO, EMERGE commented, "2024 was a transformative year for EMERGE. We executed against our stated priorities with precision. We delivered on our promise to re-ignite organic revenue growth, we streamlined the business under our more focused EMERGE 2.0 strategy, we drastically improved profitability, we substantially reduced our debt, and we grew our cash position year-over-year without a capital raise. Perhaps nowhere was our progress more evident than in Q4, where we delivered double-digit revenue growth, close to breakeven Adjusted EBITDA (1) and positive net income. Our stellar results in Q4 were the culmination of the team's hard work all year long. I want to take this opportunity to congratulate the team, our Board, and our trusted partners on all the outstanding operational progress achieved. We look forward to building on this momentum in 2025 and beyond." Events Subsequent to December 31, 2024 Sale of Carnivore Club On January 15, 2025, EMERGE completed the asset sale of Carnivore Club for a total purchase price of $500,000. Carnivore Club was a non-core asset, and EMERGE was actively eliminating its revenue in 2024, while prioritizing the growth of our larger, more profitable businesses. 2024 results include Carnivore Club. Q1 2025 will be the first financial report to classify Carnivore Club as discontinued operations, with prior period results to reflect the reclassification, where noted. Acquisition of Tee 2 Green On April 4, 2025, EMERGE closed the acquisition of all the issued and outstanding shares of Tee 2 Green Ltd. ("T2G"). T2G is a profitable, discount golf apparel and equipment business with a 38-year track record of operations, focused on the Canadian market. T2G achieved revenue of $6.4M, Adjusted EBITDA (1) of $1M and net income of $700K in 2024 (unaudited). T2G is expected to be highly synergistic with EMERGE's extensive golf business, which includes UnderPar and JustGolfStuff, along with a 400,000+ golf subscriber database. EMERGE utilized the cash proceeds from the Carnivore Club transaction, as well as the previously announced sale of the premium, dormant SHOP domains to Shopify (TSX: SHOP) towards closing the T2G acquisition. Debt Refinancing Alongside the T2G transaction on April 4, 2025, the Company also entered into a first amendment (the "Amended Facility") to the second amended and restated credit agreement dated January 31, 2024 with its existing lender. The Amended Facility provides an 18-month extension, and an additional 6-month extension option provided that lender consent is obtained. Inclusive of the 6-month extension, the Amended Facility would mature in April 2027. The Company remains in good standing with existing lender, which it has worked with since November 2019. The recent interest rate cuts, as well as the anticipated upcoming rate reductions, are expected to result in meaningful cash savings for the business. Outlook Management is seeing continued operational momentum year-to-date. truLOCAL, our flagship Canadian meat and seafood subscription brand, has been a benefactor of the "Buy Canadian" movement sweeping the country with strong revenue growth, profitability and key operating metrics in recent months. Our discounted golf experiences and products vertical is expected to continue to gain from the weakening macro climate given the recession-friendly nature of the business model. The addition of Tee 2 Green, starting Q2 2025, is expected to substantially enhance the Company's revenue, profitability and cash flow profile, and in the process, strengthen its balance sheet, and potentially improve its cost of capital over time. Top Priorities The Company's top priorities in the near-term are to i) accelerate revenue growth, ii) extract further operational efficiencies and synergies to drive profitability, and iii) opportunistically explore avenues to enhance cash flow and reduce interest expense. Conference Call Management will host a conference call on Monday, April 28 at 9:00 am ET to discuss its fourth quarter results. To access the conference call, please dial (416) 945-7677 or (888) 699-1199 and provide conference ID 24913. Alternatively, the conference call can be accessed online at: Selected Financial Highlights The tables below set out selected financial information and should be read in conjunction with the Company's consolidated financial statements and MD&A for the three and twelve months ended December 31, 2024, which are available on SEDAR. Three months ended December 31, Twelve months ended December 31, 2024 2023 2024 2023 $ $ $ $ Gross Merchandise Sales ("GMS") 1 9,642,910 8,534,032 33,135,742 30,913,531 Total revenue 5,625,520 5,139,828 20,424,686 19,583,258 Adjusted EBITDA 1 (10,763) (345,089) (463,828) (1,774,727) Net income (loss) from continuing operations 287,828 (10,651,704) (1,104,980) (15,582,180) Net income (loss) 287,828 (17,536,446) (505,740) (21,256,884) Basic and diluted (loss) per share – continuing operations 0.002 (0.098) (0.008) (0.143) Basic and diluted (loss) per share – discontinued operations - (0.063) 0.005 (0.052) 1 Non-GAAP Financial Measure. Refer to section "Non-GAAP Financial Measures" for additional information. Results from WholesalePet, WagJag and Battlbox have been reclassified to discontinued operations. The following table highlights Adjusted EBITDA and a reconciliation of the Company's reported results to its adjusted measures: Three months ended December 31, Twelve months ended December 31, 2024 2023 2024 2023 $ $ $ $ Net income (loss) 287,828 (17,536,446) (505,740) (21,256,884) Add back: Finance costs 273,857 733,405 1,340,229 3,511,751 Income taxes 636,235 169,228 317,272 (1,270,350) Amortization 54,310 393,850 222,309 2,459,965 EBITDA 1,252,230 (16,239,963) 1,374,070 (16,555,518) Share-based compensation 83,365 60,890 209,357 204,621 Transaction cost 17,445 30,461 119,076 298,005 Foreign exchange and other losses (gains) (30,590) 650,110 (233,968) 652,622 Impairment of goodwill - 8,268,671 - 8,268,671 Loss on debt modification 69,256 - 69,256 - Gain on re-measurement of contingent consideration - - (303,233) Severance and termination costs 153,647 - 153,647 - Other income (1,556,026) - (1,556,026) (14,599) Net loss (income) from discontinued operations - 6,884,742 (599,240) 5,674,704 Adjusted EBITDA (10,673) (345,089) (463,828) (1,774,727) The following table highlights GMS and a reconciliation of the Company's reported results to its adjusted measures: About EMERGE EMERGE is a premium, Canadian e-commerce brand portfolio. Our subscription, marketplace, and retail businesses provide our members with access to offerings across our grocery and golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service, connecting local farmers with a health-conscious audience. Our golf vertical includes our discounted tee-times/ experiences brand, UnderPar, and our discounted golf apparel and equipment brands, JustGolfStuff and Tee 2 Green. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Non-GAAP Measures This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, 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 a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Gross Merchandise Sales ("GMS"), EBITDA, and Adjusted EBITDA should not be construed as alternatives to revenue or net income/loss determined in accordance with IFRS. GMS, EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. GMS as defined by management is the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of discounts and refunds. Management believes GMS provides a useful measure for the dollar volume of e-commerce transactions made through our platforms and an indicator for our business performance. Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions. A reconciliation of the adjusted measures is included in the Company's management discussion & analysis for the twelve months ended December 31, 2024 in the section "Non-GAAP Financial Measures" available through SEDAR at Notice regarding forward-looking statements This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements related to the closing of the Transaction and the timing thereof, the satisfaction of all conditions precedent to the closing of the Transaction, including, without limitation, TSXV approval in respect of the Transaction, any benefit that may be derived by the Company from the Transaction, including, without limitation, any material benefit to the working capital or financial position of the Company as a result of the Transaction, expectations regarding cash flow both as a result of the Transaction and in general, as well as other statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. There is no guarantee the Transaction will be completed as contemplated or at all, and the forward-looking information contained herein is based on the assumptions of management of the Company as of the date hereof including, without limitation, assumptions with respect to the financial position, cash flow, and working capital of the Company, the ability of the Company to obtain TSXV approval for the Transaction and the satisfaction of any other conditions thereto, and the conditions of the financial markets and the e-commerce markets generally, among others. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including risks related to the disposition of a operating business by the Company, risks that the benefits derived from the Transaction may not be as expected or that the Company may not see any benefit from the Transaction, risks that each party to the Agreement may not satisfy its obligations or covenants, risks that the Company may be subject to litigation as a result of the Transaction including allegations of misrepresentation or breach of conditions or covenants, risks that the TSXV may not approve the Transaction, as well as the risk factors discussed in the Company's MD&A, which is available through SEDAR+ at The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. On Behalf of the Board Ghassan Halazon Director, President, and CEO EMERGE Commerce Ltd. SOURCE Emerge Commerce Ltd.
