Latest news with #RobLaidlaw
National Post
4 days ago
- Business
- National Post
VerticalScope Announces CEO Transition and Executive Appointment to Drive Next Phase of Growth
Article content TORONTO — 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, is announcing a strategic leadership transition to drive its next phase of growth. Article content Effective today, Chris Goodridge has been appointed Chief Executive Officer, succeeding VerticalScope founder Rob Laidlaw, who will continue in his role as Chair of the Board. In addition, Ezra Menaged, previously CEO of Hometalk (acquired by VerticalScope in 2021), has been promoted to Chief Operating Officer. Ezra, who has played a key role in diversifying the Company's audience sources, advancing its advertising technology platform and building an AI-driven content strategy; will work closely with Chris to scale these efforts across the broader business. Article content These appointments strengthen VerticalScope's leadership team at a pivotal time, as generative AI reshapes how users discover and engage with content. To stay ahead, the Company is intensifying its focus on execution, speed, and innovation across its platform of over 1,200 enthusiast communities and two billion posts. With its deep archive of structured, human-generated content and high-intent audiences, community-based platforms like Fora give VerticalScope a powerful edge in an AI-driven world – offering authenticity, interactivity and context that algorithmic content alone cannot replicate. Article content 'Today marks an exciting next step in our company's evolution,' said Rob Laidlaw. 'The internet is changing rapidly, and VerticalScope remains well-positioned with its rich trove of user-generated content. Chris is the right leader to continue moving the business forward with speed and focus, and I'm thrilled that he'll be supported by Ezra — a proven operator who's already made a tremendous impact. As Chair, I'll continue to support the team with a focus on long-term vision, strategy, and scaling AI innovation across our business.' Article content Chris Goodridge, who has served as President and COO since 2020, has been a driving force behind VerticalScope's growth. 'I'm honoured to step into the CEO role at such a transformational moment,' said Goodridge. 'With a strong foundation of high-intent audiences, scalable tech, and valuable content, we're poised to lead. Ezra and I share a vision of the vibrant future of community-driven platforms. Together, we'll drive that vision with a focus on accelerating our AI adoption, expanding direct traffic, and diversifying our revenue base to build an even more resilient business.' Article content Ezra Menaged added, 'I'm excited to take on the COO role and to help scale audience growth with AI-driven audience strategies across the VerticalScope platform. Our goal is to make our communities more accessible, more engaging, and more essential to users — regardless of how they arrive. This is an important moment, and I'm looking forward to working with Chris and the entire team to shape the future of VerticalScope.' Article content About VerticalScope Article content 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. Article content Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the exchange) accepts responsibility for the adequacy or accuracy of this release. Article content Forward-Looking Statements Article content 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 financial outlook, plans for organic growth, deployment of capital, investments in our platform, new platform features, information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, plans and objectives, the transition of the Company's Chief Executive Officer and Chief Operating Officer roles, including the impact on the Company's future financial performance, the acceleration of the Company's AI adoption, expansion of direct traffic and diversification of its revenue base and the scaling of the Company's audience growth and AI-driven content strategies 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, investments in its platform, the availability of high-quality M&A opportunities, 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 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. Article content Article content Article content Article content
Globe and Mail
4 days ago
- Business
- Globe and Mail
VerticalScope Announces CEO Transition and Executive Appointment to Drive Next Phase of Growth
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, is announcing a strategic leadership transition to drive its next phase of growth. Effective today, Chris Goodridge has been appointed Chief Executive Officer, succeeding VerticalScope founder Rob Laidlaw, who will continue in his role as Chair of the Board. In addition, Ezra Menaged, previously CEO of Hometalk (acquired by VerticalScope in 2021), has been promoted to Chief Operating Officer. Ezra, who has played a key role in diversifying the Company's audience sources, advancing its advertising technology platform and building an AI-driven content strategy; will work closely with Chris to scale these efforts across the broader business. These appointments strengthen VerticalScope's leadership team at a pivotal time, as generative AI reshapes how users discover and engage with content. To stay ahead, the Company is intensifying its focus on execution, speed, and innovation across its platform of over 1,200 enthusiast communities and two billion posts. With its deep archive of structured, human-generated content and high-intent audiences, community-based platforms like Fora give VerticalScope a powerful edge in an AI-driven world – offering authenticity, interactivity and context that algorithmic content alone cannot replicate. 'Today marks an exciting next step in our company's evolution,' said Rob Laidlaw. 'The internet is changing rapidly, and VerticalScope remains well-positioned with its rich trove of user-generated content. Chris is the right leader to continue moving the business forward with speed and focus, and I'm thrilled that he'll be supported by Ezra — a proven operator who's already made a tremendous impact. As Chair, I'll continue to support the team with a focus on long-term vision, strategy, and scaling AI innovation across our business.' Chris Goodridge, who has served as President and COO since 2020, has been a driving force behind VerticalScope's growth. 'I'm honoured to step into the CEO role at such a transformational moment,' said Goodridge. 'With a strong foundation of high-intent audiences, scalable tech, and valuable content, we're poised to lead. Ezra and I share a vision of the vibrant future of community-driven platforms. Together, we'll drive that vision with a focus on accelerating our AI adoption, expanding direct traffic, and diversifying our revenue base to build an even more resilient business.' Ezra Menaged added, 'I'm excited to take on the COO role and to help scale audience growth with AI-driven audience strategies across the VerticalScope platform. Our goal is to make our communities more accessible, more engaging, and more essential to users — regardless of how they arrive. This is an important moment, and I'm looking forward to working with Chris and the entire team to shape the future of VerticalScope.' About VerticalScope 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. Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the exchange) accepts responsibility for the adequacy or accuracy of this release. 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 financial outlook, plans for organic growth, deployment of capital, investments in our platform, new platform features, information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, plans and objectives, the transition of the Company's Chief Executive Officer and Chief Operating Officer roles, including the impact on the Company's future financial performance, the acceleration of the Company's AI adoption, expansion of direct traffic and diversification of its revenue base and the scaling of the Company's audience growth and AI-driven content strategies 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, investments in its platform, the availability of high-quality M&A opportunities, 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 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.
National Post
13-05-2025
- Business
- National Post
VerticalScope Announces First Quarter 2025 Financial Results
Article content TORONTO — 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 first quarter ended March 31, 2025 ('Q1' or 'the quarter'). Article content 'In Q1, we navigated some challenges, including a more uncertain macro environment, softness in video advertising rates and recent changes to Google's search algorithm which affected traffic on Fora communities. As a result, revenue was 8% lower than prior year,' said Rob Laidlaw, Founder, Chair and CEO of VerticalScope. Article content Mr. Laidlaw continued, 'Like other user-generated platforms, we're adapting to an evolving search experience, one that requires optimizing our strategy for AI Overviews, and integrating our own proprietary AI-driven enhancements to improve engagement, accessibility and monetization over time. We are better equipped to handle these algorithm changes with the Fora platform, and the integration of AI, allowing us to roll out important upgrades very quickly. Despite the traffic volatility causing MAU's to be 8% lower in the quarter, we remain confident in our business model, the strength of our communities, and the long-term opportunities ahead.' Article content Financial Highlights for the Three Months Ended March 31, 2025 Article content Revenue decreased 8% to $13.6M. This decline was primarily driven by weaker performance in programmatic video ads and a slower start for direct advertising due to timing-related shifts in campaign launches. Article content Adjusted EBITDA decreased 30% to $3.6M, with a 27% Adjusted EBITDA Margin compared to 36% in the prior year, primarily driven by lower revenue and higher compensation and consulting costs, including strategic support for AI initiatives and SEO optimizations. Article content Operating Cash Flow was $3.0M, and Free Cash Flow was $3.1M, reflecting an 86% Free Cash Flow Conversion. During the quarter, we deployed $5.5M in capital towards acquisitions, adding 23 online communities to our platform. Article content Net loss increased by $1.4M to $2.4M, compared to a net loss of $1.0M in the prior year, resulting in a loss per share of $0.11. The increase was primarily driven by revenue declines and an $0.8M increase in share-based compensation, which included one-time performance-based incentives. Article content 'While Q1 presented challenges on the top line, our disciplined approach continues to deliver strong cash flow,' said Vince Bellissimo, CFO of VerticalScope. 'We generated $3.0M in Operating Cash Flow and $3.1M in Free Cash Flow, with a healthy conversion rate of 86%. These results reflect our ability to navigate a shifting environment while investing in growth initiatives. We remain focused on disciplined capital allocation and will deploy capital toward opportunities that we believe will drive long-term shareholder value. Year-to-date we have deployed $7.3M in capital towards M&A, and approximately $1.8M towards repurchasing 516K shares under our NCIB.' Article content 'We've completed four acquisitions so far in 2025, and the newly added communities are already seeing performance gains from our advertising technology and platform integration. With a strong balance sheet and proven playbook, we're well positioned to capitalize on market volatility and continue scaling through strategic M&A,' added Chris Goodridge, President and COO of VerticalScope. Article content Management will host a conference call and webcast to discuss the Company's financial results at 8 a.m. ET on Wednesday, May 14, 2025. Article content Live Call Registration and Webcast: Article content If you are unable to join live, an archived recording of the webcast will be available at: Article content 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 over 100 million monthly active users. Article content Forward-Looking Statements Article content 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, and the factors discussed under 'Risk Factors' in the Company's Annual Information Form dated April 1, 2024, which is available on the Company's profile on SEDAR Plus at 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. Article content 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. Article content The Company uses non-IFRS measures including: Article content 'EBITDA' is calculated as net income (loss) excluding interest, income tax expense (recovery), and depreciation and amortization. Article content '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), impairment and other charges that include direct and incremental business acquisition related costs. Article content 'Adjusted EBITDA Margin' measures Adjusted EBITDA as a percentage of revenue. Article content 'Free Cash Flow' means Adjusted EBITDA less capital expenditures and income taxes paid during the period. Article content 'Free Cash Flow Conversion' is equal to Free Cash Flow for the period divided by Adjusted EBITDA for the period. Article content '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. Article content (Unaudited) Three Months Ended March 31, (in thousands of US dollars) 2025 2024 Net loss ($2,416) ($985) Net interest and financing expense 748 1,163 Income tax recovery (454) (124) Depreciation and amortization 4,424 4,565 EBITDA 2,302 4,619 Share-based compensation 1,252 421 Share performance related bonus ⁽¹⁾ — (3) Unrealized loss (gain) from changes in derivative fair value of financial instruments (50) 56 Gain on sale of assets — (4) Gain on sale of investments — (16) Foreign exchange loss 56 27 Realized other loss 68 — Unrealized other loss 26 — Other charges ⁽ 2 ⁾ (12) 127 Adjusted EBITDA 3,641 5,227 Less capital expenditures (446) (435) Income taxes received (paid) (75) 377 Free Cash Flow $3,120 $5,169 Article content (1) Share performance related bonus is included in wages and consulting on the condensed consolidated interim statements of loss and comprehensive loss. (2) Other charges are included in general and administrative on the condensed consolidated interim statements of loss and comprehensive loss. For the three months ended March 31, 2025 and March 31, 2024, these charges include non-recurring legal related costs. Article content VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Financial Position (In U.S. dollars) (Unaudited) March 31, December 31, 2025 2024 Assets Current assets: Cash $5,014,293 $5,189,315 Restricted cash 93,915 97,244 Trade and other receivables 11,954,451 14,874,882 Lease receivable 187,936 326,267 Income taxes receivable 442,085 784,332 Prepaid expenses 891,834 761,652 18,584,514 22,033,692 Property and equipment 417,458 482,276 Right-of-use asset 1,426,728 1,564,687 Intangible assets 39,279,536 37,597,990 Goodwill 52,635,164 52,635,164 Other assets 116,556 154,497 Deferred tax asset 18,487,560 17,937,708 Total assets $130,947,516 $132,406,014 Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $4,454,083 $6,864,256 Income taxes payable 423,025 426,778 Derivative instruments 95,417 145,068 Deferred revenue 987,415 1,125,592 Current portion of long-term debt 606,257 687,875 Lease liability 800,189 946,626 7,366,386 10,196,195 Long-term debt 41,000,000 38,000,000 Lease liability 1,031,312 1,180,878 Deferred tax liability — 315,607 Other long-term liabilities 26,612 26,612 Total liabilities 49,424,310 49,719,292 Shareholders' equity: Share capital 166,275,747 163,250,013 Contributed surplus 23,639,378 25,413,119 Accumulated other comprehensive loss (145,494) (145,494) Deficit (108,246,425) (105,830,916) 81,523,206 82,686,722 Total liabilities and shareholders' equity $130,947,516 $132,406,014 Article content VERTICALSCOPE HOLDINGS INC. (In U.S. dollars, except per share amounts) (Unaudited) Three Months Ended March 31, 2025 2024 Revenue $13,565,517 $14,723,444 Operating expenses: Wages and consulting 7,162,204 6,940,033 Share-based compensation 1,251,993 421,241 Platform and technology 1,639,598 1,543,535 General and administrative 1,060,465 1,192,625 Depreciation and amortization 4,423,575 4,564,628 15,537,835 14,662,062 Operating income (loss) (1,972,318) 61,382 Other expenses (income): Gain on sale of assets (340) (3,620) Net interest and financing expense 747,818 1,162,932 Gain on sale of investments — (16,398) Foreign exchange loss 55,655 27,380 Realized other loss 67,577 — Unrealized other loss 26,453 — 897,163 1,170,294 Loss before income taxes (2,869,481) (1,108,912) Income tax expense (recovery) Current 411,484 88,618 Deferred (865,456) (212,937) (453,972) (124,319) Net loss ($2,415,509) ($984,593) Other comprehensive loss Items that may be reclassified to net loss: Foreign currency differences on translation of foreign operations — 26,245 Total comprehensive loss ($2,415,509) ($958,348) Loss per share: Basic ($0.11) ($0.05) Diluted (0.11) (0.05) Article content VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Cash Flows (In U.S. dollars) (Unaudited) Three months ended March 31 2025 2024 Cash provided by (used in): Operating activities: Net loss ($2,415,509) ($984,593) Items not involving cash: Depreciation and amortization 4,423,575 4,564,628 Net interest and financing expense 747,818 1,162,932 Gain on sale of assets (340) (3,620) Gain on sale of investments — (16,398) Unrealized loss (gain) in derivative instruments (49,651) 55,668 Unrealized other loss 26,453 — Income tax recovery (453,972) (124,319) Share-based compensation 1,251,993 421,241 3,530,367 5,075,539 Change in non-cash operating assets and liabilities 235,553 1,443,964 Interest paid (724,547) (1,162,852) Income taxes received (paid) (75,030) 377,086 2,966,343 5,733,737 Financing activities: Repayment of term loan — (625,000) Proceeds from issuance of revolving loan 3,000,000 — Repayment of revolving loan — (2,375,000) Repurchase of share capital for cancellation — (233,226) Lease payments (323,279) (360,982) Proceeds from sublease 140,940 150,078 2,817,661 (3,444,130) Investing activities: Additions to property and equipment and intangible assets (5,902,344) (434,611) Proceeds from sale of assets 340 4,114 Proceeds from sale of investments — 16,398 (5,902,004) (414,099) Increase (decrease) in cash (118,000) 1,875,508 Cash, beginning of period 5,189,315 6,015,184 Change in restricted cash balances 3,329 4,266 Effect of movement of exchange rates on cash and restricted cash held (60,351) 13,078 Cash, end of period $5,014,293 $7,908,036 Article content Article content Article content Article content Article content Contacts Article content For further information Investor and media inquiries: Article content Article content Article content
Yahoo
13-05-2025
- Business
- Yahoo
VerticalScope Announces First Quarter 2025 Financial Results
Unless otherwise stated, all amounts are in US dollars. TORONTO, May 13, 2025--(BUSINESS WIRE)--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 first quarter ended March 31, 2025 ("Q1" or "the quarter"). "In Q1, we navigated some challenges, including a more uncertain macro environment, softness in video advertising rates and recent changes to Google's search algorithm which affected traffic on Fora communities. As a result, revenue was 8% lower than prior year," said Rob Laidlaw, Founder, Chair and CEO of VerticalScope. Mr. Laidlaw continued, "Like other user-generated platforms, we're adapting to an evolving search experience, one that requires optimizing our strategy for AI Overviews, and integrating our own proprietary AI-driven enhancements to improve engagement, accessibility and monetization over time. We are better equipped to handle these algorithm changes with the Fora platform, and the integration of AI, allowing us to roll out important upgrades very quickly. Despite the traffic volatility causing MAU's to be 8% lower in the quarter, we remain confident in our business model, the strength of our communities, and the long-term opportunities ahead." Financial Highlights for the Three Months Ended March 31, 2025 Revenue decreased 8% to $13.6M. This decline was primarily driven by weaker performance in programmatic video ads and a slower start for direct advertising due to timing-related shifts in campaign launches. Adjusted EBITDA decreased 30% to $3.6M, with a 27% Adjusted EBITDA Margin compared to 36% in the prior year, primarily driven by lower revenue and higher compensation and consulting costs, including strategic support for AI initiatives and SEO optimizations. Operating Cash Flow was $3.0M, and Free Cash Flow was $3.1M, reflecting an 86% Free Cash Flow Conversion. During the quarter, we deployed $5.5M in capital towards acquisitions, adding 23 online communities to our platform. Net loss increased by $1.4M to $2.4M, compared to a net loss of $1.0M in the prior year, resulting in a loss per share of $0.11. The increase was primarily driven by revenue declines and an $0.8M increase in share-based compensation, which included one-time performance-based incentives. "While Q1 presented challenges on the top line, our disciplined approach continues to deliver strong cash flow," said Vince Bellissimo, CFO of VerticalScope. "We generated $3.0M in Operating Cash Flow and $3.1M in Free Cash Flow, with a healthy conversion rate of 86%. These results reflect our ability to navigate a shifting environment while investing in growth initiatives. We remain focused on disciplined capital allocation and will deploy capital toward opportunities that we believe will drive long-term shareholder value. Year-to-date we have deployed $7.3M in capital towards M&A, and approximately $1.8M towards repurchasing 516K shares under our NCIB." "We've completed four acquisitions so far in 2025, and the newly added communities are already seeing performance gains from our advertising technology and platform integration. With a strong balance sheet and proven playbook, we're well positioned to capitalize on market volatility and continue scaling through strategic M&A," added Chris Goodridge, President and COO of VerticalScope. Earnings Conference Call and Webcast Management will host a conference call and webcast to discuss the Company's financial results at 8 a.m. ET on Wednesday, May 14, 2025. Live Call Registration and Webcast: Joining Live by Telephone:Canada: 1 833 950 0062United States: 1 833 470 1428Participant Access code: 610147 If you are unable to join live, an archived recording of the webcast will be available at: 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 over 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, and the factors discussed under "Risk Factors" in the Company's Annual Information Form dated April 1, 2024, which is available on the Company's profile on SEDAR Plus at 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), impairment 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. Related Linkshttp:// The following table sets forth a reconciliation of Adjusted EBITDA and Free Cash Flow to net loss: (Unaudited) Three Months Ended March 31, (in thousands of US dollars) 2025 2024 Net loss ($2,416) ($985) Net interest and financing expense 748 1,163 Income tax recovery (454) (124) Depreciation and amortization 4,424 4,565 EBITDA 2,302 4,619 Share-based compensation 1,252 421 Share performance related bonus ⁽¹⁾ — (3) Unrealized loss (gain) from changes in derivative fair value of financial instruments (50) 56 Gain on sale of assets — (4) Gain on sale of investments — (16) Foreign exchange loss 56 27 Realized other loss 68 — Unrealized other loss 26 — Other charges ⁽2⁾ (12) 127 Adjusted EBITDA 3,641 5,227 Less capital expenditures (446) (435) Income taxes received (paid) (75) 377 Free Cash Flow $3,120 $5,169 (1) Share performance related bonus is included in wages and consulting on the condensed consolidated interim statements of loss and comprehensive loss. (2) Other charges are included in general and administrative on the condensed consolidated interim statements of loss and comprehensive loss. For the three months ended March 31, 2025 and March 31, 2024, these charges include non-recurring legal related costs. VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Financial Position (In U.S. dollars) (Unaudited) March 31, December 31, 2025 2024 Assets Current assets: Cash $5,014,293 $5,189,315 Restricted cash 93,915 97,244 Trade and other receivables 11,954,451 14,874,882 Lease receivable 187,936 326,267 Income taxes receivable 442,085 784,332 Prepaid expenses 891,834 761,652 18,584,514 22,033,692 Property and equipment 417,458 482,276 Right-of-use asset 1,426,728 1,564,687 Intangible assets 39,279,536 37,597,990 Goodwill 52,635,164 52,635,164 Other assets 116,556 154,497 Deferred tax asset 18,487,560 17,937,708 Total assets $130,947,516 $132,406,014 Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $4,454,083 $6,864,256 Income taxes payable 423,025 426,778 Derivative instruments 95,417 145,068 Deferred revenue 987,415 1,125,592 Current portion of long-term debt 606,257 687,875 Lease liability 800,189 946,626 7,366,386 10,196,195 Long-term debt 41,000,000 38,000,000 Lease liability 1,031,312 1,180,878 Deferred tax liability — 315,607 Other long-term liabilities 26,612 26,612 Total liabilities 49,424,310 49,719,292 Shareholders' equity: Share capital 166,275,747 163,250,013 Contributed surplus 23,639,378 25,413,119 Accumulated other comprehensive loss (145,494) (145,494) Deficit (108,246,425) (105,830,916) 81,523,206 82,686,722 Total liabilities and shareholders' equity $130,947,516 $132,406,014 VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (In U.S. dollars, except per share amounts) (Unaudited) Three Months Ended March 31, 2025 2024 Revenue $13,565,517 $14,723,444 Operating expenses: Wages and consulting 7,162,204 6,940,033 Share-based compensation 1,251,993 421,241 Platform and technology 1,639,598 1,543,535 General and administrative 1,060,465 1,192,625 Depreciation and amortization 4,423,575 4,564,628 15,537,835 14,662,062 Operating income (loss) (1,972,318) 61,382 Other expenses (income): Gain on sale of assets (340) (3,620) Net interest and financing expense 747,818 1,162,932 Gain on sale of investments — (16,398) Foreign exchange loss 55,655 27,380 Realized other loss 67,577 — Unrealized other loss 26,453 — 897,163 1,170,294 Loss before income taxes (2,869,481) (1,108,912) Income tax expense (recovery) Current 411,484 88,618 Deferred (865,456) (212,937) (453,972) (124,319) Net loss ($2,415,509) ($984,593) Other comprehensive loss Items that may be reclassified to net loss: Foreign currency differences on translation of foreign operations — 26,245 Total comprehensive loss ($2,415,509) ($958,348) Loss per share: Basic ($0.11) ($0.05) Diluted (0.11) (0.05) VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Cash Flows (In U.S. dollars) (Unaudited) Three months ended March 31 2025 2024 Cash provided by (used in): Operating activities: Net loss ($2,415,509) ($984,593) Items not involving cash: Depreciation and amortization 4,423,575 4,564,628 Net interest and financing expense 747,818 1,162,932 Gain on sale of assets (340) (3,620) Gain on sale of investments — (16,398) Unrealized loss (gain) in derivative instruments (49,651) 55,668 Unrealized other loss 26,453 — Income tax recovery (453,972) (124,319) Share-based compensation 1,251,993 421,241 3,530,367 5,075,539 Change in non-cash operating assets and liabilities 235,553 1,443,964 Interest paid (724,547) (1,162,852) Income taxes received (paid) (75,030) 377,086 2,966,343 5,733,737 Financing activities: Repayment of term loan — (625,000) Proceeds from issuance of revolving loan 3,000,000 — Repayment of revolving loan — (2,375,000) Repurchase of share capital for cancellation — (233,226) Lease payments (323,279) (360,982) Proceeds from sublease 140,940 150,078 2,817,661 (3,444,130) Investing activities: Additions to property and equipment and intangible assets (5,902,344) (434,611) Proceeds from sale of assets 340 4,114 Proceeds from sale of investments — 16,398 (5,902,004) (414,099) Increase (decrease) in cash (118,000) 1,875,508 Cash, beginning of period 5,189,315 6,015,184 Change in restricted cash balances 3,329 4,266 Effect of movement of exchange rates on cash and restricted cash held (60,351) 13,078 Cash, end of period $5,014,293 $7,908,036 View source version on Contacts For further informationInvestor and media inquiries: VerticalScope — Vincenzo Bellissimo, Chief Financial Officer, Tel: 416-341-7166, IR@ FNK IR — Matt Chesler, CFA, Tel: 646-809-2183, fora@ Sign in to access your portfolio
Business Wire
13-05-2025
- Business
- Business Wire
VerticalScope Announces First Quarter 2025 Financial Results
TORONTO--(BUSINESS WIRE)--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 first quarter ended March 31, 2025 ("Q1" or "the quarter"). "In Q1, we navigated some challenges, including a more uncertain macro environment, softness in video advertising rates and recent changes to Google's search algorithm which affected traffic on Fora communities. As a result, revenue was 8% lower than prior year," said Rob Laidlaw, Founder, Chair and CEO of VerticalScope. Mr. Laidlaw continued, "Like other user-generated platforms, we're adapting to an evolving search experience, one that requires optimizing our strategy for AI Overviews, and integrating our own proprietary AI-driven enhancements to improve engagement, accessibility and monetization over time. We are better equipped to handle these algorithm changes with the Fora platform, and the integration of AI, allowing us to roll out important upgrades very quickly. Despite the traffic volatility causing MAU's to be 8% lower in the quarter, we remain confident in our business model, the strength of our communities, and the long-term opportunities ahead." Financial Highlights for the Three Months Ended March 31, 2025 Revenue decreased 8% to $13.6M. This decline was primarily driven by weaker performance in programmatic video ads and a slower start for direct advertising due to timing-related shifts in campaign launches. Adjusted EBITDA decreased 30% to $3.6M, with a 27% Adjusted EBITDA Margin compared to 36% in the prior year, primarily driven by lower revenue and higher compensation and consulting costs, including strategic support for AI initiatives and SEO optimizations. Operating Cash Flow was $3.0M, and Free Cash Flow was $3.1M, reflecting an 86% Free Cash Flow Conversion. During the quarter, we deployed $5.5M in capital towards acquisitions, adding 23 online communities to our platform. Net loss increased by $1.4M to $2.4M, compared to a net loss of $1.0M in the prior year, resulting in a loss per share of $0.11. The increase was primarily driven by revenue declines and an $0.8M increase in share-based compensation, which included one-time performance-based incentives. 'While Q1 presented challenges on the top line, our disciplined approach continues to deliver strong cash flow,' said Vince Bellissimo, CFO of VerticalScope. 'We generated $3.0M in Operating Cash Flow and $3.1M in Free Cash Flow, with a healthy conversion rate of 86%. These results reflect our ability to navigate a shifting environment while investing in growth initiatives. We remain focused on disciplined capital allocation and will deploy capital toward opportunities that we believe will drive long-term shareholder value. Year-to-date we have deployed $7.3M in capital towards M&A, and approximately $1.8M towards repurchasing 516K shares under our NCIB.' 'We've completed four acquisitions so far in 2025, and the newly added communities are already seeing performance gains from our advertising technology and platform integration. With a strong balance sheet and proven playbook, we're well positioned to capitalize on market volatility and continue scaling through strategic M&A,' added Chris Goodridge, President and COO of VerticalScope. Earnings Conference Call and Webcast Management will host a conference call and webcast to discuss the Company's financial results at 8 a.m. ET on Wednesday, May 14, 2025. Live Call Registration and Webcast: Joining Live by Telephone: Canada: 1 833 950 0062 United States: 1 833 470 1428 Participant Access code: 610147 If you are unable to join live, an archived recording of the webcast will be available at: 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 over 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, and the factors discussed under "Risk Factors" in the Company's Annual Information Form dated April 1, 2024, which is available on the Company's profile on SEDAR Plus at 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), impairment 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. Related Links The following table sets forth a reconciliation of Adjusted EBITDA and Free Cash Flow to net loss: (1) Share performance related bonus is included in wages and consulting on the condensed consolidated interim statements of loss and comprehensive loss. (2) Other charges are included in general and administrative on the condensed consolidated interim statements of loss and comprehensive loss. For the three months ended March 31, 2025 and March 31, 2024, these charges include non-recurring legal related costs. Expand VERTICALSCOPE HOLDINGS INC. (In U.S. dollars, except per share amounts) (Unaudited) Three Months Ended March 31, 2025 2024 Revenue $13,565,517 $14,723,444 Operating expenses: Wages and consulting 7,162,204 6,940,033 Share-based compensation 1,251,993 421,241 Platform and technology 1,639,598 1,543,535 General and administrative 1,060,465 1,192,625 Depreciation and amortization 4,423,575 4,564,628 15,537,835 14,662,062 Operating income (loss) (1,972,318) 61,382 Other expenses (income): Gain on sale of assets (340) (3,620) Net interest and financing expense 747,818 1,162,932 Gain on sale of investments — (16,398) Foreign exchange loss 55,655 27,380 Realized other loss 67,577 — Unrealized other loss 26,453 — 897,163 1,170,294 Loss before income taxes (2,869,481) (1,108,912) Income tax expense (recovery) Current 411,484 88,618 Deferred (865,456) (212,937) (453,972) (124,319) Net loss ($2,415,509) ($984,593) Other comprehensive loss Items that may be reclassified to net loss: Foreign currency differences on translation of foreign operations — 26,245 Total comprehensive loss ($2,415,509) ($958,348) Loss per share: Basic ($0.11) ($0.05) Diluted (0.11) (0.05) Expand VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Cash Flows (In U.S. dollars) (Unaudited) Three months ended March 31 2025 2024 Cash provided by (used in): Operating activities: Net loss ($2,415,509) ($984,593) Items not involving cash: Depreciation and amortization 4,423,575 4,564,628 Net interest and financing expense 747,818 1,162,932 Gain on sale of assets (340) (3,620) Gain on sale of investments — (16,398) Unrealized loss (gain) in derivative instruments (49,651) 55,668 Unrealized other loss 26,453 — Income tax recovery (453,972) (124,319) Share-based compensation 1,251,993 421,241 3,530,367 5,075,539 Change in non-cash operating assets and liabilities 235,553 1,443,964 Interest paid (724,547) (1,162,852) Income taxes received (paid) (75,030) 377,086 2,966,343 5,733,737 Financing activities: Repayment of term loan — (625,000) Proceeds from issuance of revolving loan 3,000,000 — Repayment of revolving loan — (2,375,000) Repurchase of share capital for cancellation — (233,226) Lease payments (323,279) (360,982) Proceeds from sublease 140,940 150,078 2,817,661 (3,444,130) Investing activities: Additions to property and equipment and intangible assets (5,902,344) (434,611) Proceeds from sale of assets 340 4,114 Proceeds from sale of investments — 16,398 (5,902,004) (414,099) Increase (decrease) in cash (118,000) 1,875,508 Cash, beginning of period 5,189,315 6,015,184 Change in restricted cash balances 3,329 4,266 Effect of movement of exchange rates on cash and restricted cash held (60,351) 13,078 Cash, end of period $5,014,293 $7,908,036 Expand
