AG˹ٷ

STOCK TITAN

VerticalScope Announces Second Quarter 2025 Financial Results

Rhea-AI Impact
(Neutral)
Rhea-AI Sentiment
(Neutral)
Tags

Unless otherwise stated, all amounts are in US dollars.

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 second quarter ended June 30, 2025 ("Q2" or "the quarter").

“In Q2, our platform served 90 million MAUs and generated $14.5 million in revenue,� said Chris Goodridge, CEO of VerticalScope. “The real story this quarter is the speed at which we’ve reshaped our teams and sharpened our focus to position the Company for long-term growth. Our profitable model and strong cash generation give us the firepower to invest decisively in high-impact initiatives, from expanding direct traffic to accelerating AI-powered innovation.�

Mr. Goodridge added, “The way people find and consume information is changing faster than ever, and that’s creating new opportunities for platforms like ours. VerticalScope’s communities deliver exceptional depth of expertise and engagement. As AI reshapes the digital landscape, we’re focused on scaling what makes us unique � building stronger relationships with our large base of direct users, broadening how we monetize our audiences, and deploying AI to enhance user experience. We have the assets, the talent, and the strategy to capture meaningful growth in the years ahead.�

Financial Highlights for the Three Months Ended June 30, 2025

  • Revenue decreased 13% to $14.5M, primarily due to a decline in MAUs, which impacted programmatic advertising. This follows a period of record-high MAU in the prior year.
  • ARPU increased 17%, supported by a 41% year-over-year increase in e-commerce revenue.
  • Adjusted EBITDA was $4.3M, down 39%, representing a 30% margin (compared to 42% in Q2 2024), reflecting lower revenue and increased investments in AI and traffic diversification.
  • Operating Cash Flow increased 4% to $6.4M, inclusive of non-cash working capital changes from acquisitions.
  • Free Cash Flow totaled $3.7M, reflecting 87% conversion of Adjusted EBITDA.
  • Available Liquidity was $64.1M, comprised of $8.1M in unrestricted cash and $56.0M of undrawn revolver capacity.
  • Net loss was $1.8M, compared to net income of $0.4M in the prior year, primarily due to lower revenue and $1.6M in one-time personnel and acquisition costs, partially offset by income tax recovery.

“Q2 demonstrated our ability to execute effectively while delivering a healthy Free Cash Flow conversion of 87% and a 30% Adjusted EBITDA margin,� said Vince Bellissimo, CFO of VerticalScope. “Supported by a strong balance sheet and an efficient operating model, we continue to invest strategically in key initiatives that drive long-term value creation for our shareholders as we move into the second half of the year.�

Earnings Conference Call and Webcast
Management will host a conference call and webcast to discuss the Company's financial results at 7 a.m. ET on Wednesday, August 13, 2025.

Live Call Registration and Webcast:

Joining Live by Telephone:
Canada: 1 833 950 0062
United States: 1 833 470 1428
Participant Access code: 628663

If you are unable to join live, an archived recording of the webcast will be available at: .

About VerticalScope Holdings Inc.

Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high consumer spending categories. VerticalScope's mission is to enable people with common interests to connect, explore their passions, and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and approximately 100 million monthly active users.

Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable securities legislation that reflects the Company's current expectations regarding future events. When used in this news release, words such as “should�, “could�, “intended�, “expect�, “plan� or “believe� and similar expressions indicate forward-looking statements. Forward-looking information, including the Company’s plans for organic growth, deployment of capital, investments in our platform, the growth of revenue and MAU, information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, plans and objectives, is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurances can be given that actual results will be consistent with these forward-looking statements. Such risks and uncertainties include, but are not limited to, the implementation and effectiveness of the Company's capital allocation strategy, the availability of high-quality M&A opportunities, dependence on search algorithms and third-party traffic sources, potential disruption from artificial intelligence technologies, and the factors discussed under "Risk Factors" in the Company’s Annual Information Form dated March 31, 2025, which is available on the Company’s profile on SEDAR Plus at . Actual results could differ materially from those projected herein. VerticalScope does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.

Non-IFRS Measures

This press release references certain non-IFRS measures, including Adjusted EBITDA and Free Cash Flow, and Free Cash Flow Conversion as described below. This press release also makes reference to MAU, which is an operating metric used in our industry. These non-IFRS measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS.

The Company uses non-IFRS measures including:

“EBITDA� is calculated as net income (loss) excluding interest, income tax expense (recovery), and depreciation and amortization.

“Adjusted EBITDA� is calculated as EBITDA adjusted for share-based compensation, share performance related bonuses, unrealized gains or losses from changes in fair value of derivative financial instruments, severance, adjustments to contingent consideration liabilities measured at fair value through profit and loss, gain or loss on sale of assets, gain or loss on sale of investments, foreign exchange loss (gain), realized and unrealized other loss (gain) and other charges that include direct and incremental business acquisition related costs.

“Adjusted EBITDA Margin� measures Adjusted EBITDA as a percentage of revenue.

“Free Cash Flow� means Adjusted EBITDA less capital expenditures and income taxes paid during the period.

“Free Cash Flow Conversion� is equal to Free Cash Flow for the period divided by Adjusted EBITDA for the period.

“Monthly Active Users� (“MAU�) is defined as the number of individuals who have visited our communities within a calendar month, based on data as measured by Google Analytics. To calculate average MAU in a given period, we sum the total MAU for each month in that period, divided by the number of months in that period.

SOURCE VerticalScope Holdings Inc.

Related Links

The following table sets forth a reconciliation of Adjusted EBITDA and Free Cash Flow to net income (loss):

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

(in thousands of US dollars)

2025

2024

2025

2024

Net income (loss)

($1,792)

$423

($4,208)

($561)

Net interest and financing expense

816

1,075

1,563

2,238

Income tax expense (recovery)

(935)

556

(1,389)

431

Depreciation and amortization

4,830

4,501

9,254

9,066

EBITDA

2,918

6,555

5,220

11,173

Share-based compensation

(124)

368

1,128

789

Share performance related bonus (1)

(3)

Unrealized loss (gain) from changes in derivative fair value of financial instruments

(139)

19

(188)

75

Severance (2)

1,121

1,120

Other income

(2)

(2)

Gain on sale of assets

(3)

(1)

(3)

(5)

Gain on sale of investments

(16)

Foreign exchange loss

17

73

28

AG˹ٷized other loss

26

94

Unrealized other loss

(26)

Other charges (3)

509

135

497

262

Adjusted EBITDA

4,299

7,076

7,940

12,302

Less capital expenditures

(266)

(399)

(711)

(834)

Income taxes received (paid)

(287)

(120)

(362)

258

Free Cash Flow

$3,746

$6,557

$6,866

$11,726

(1)

Share performance related bonus is included in wages and consulting on the condensed consolidated interim statements of income (loss) and comprehensive income (loss).

(2)

Severance is included in wages and consulting on the condensed consolidated interim statements of income (loss) and comprehensive income (loss).

(3)

Other charges are included in wages and consulting and general and administrative on the condensed consolidated interim statements of income (loss) and comprehensive income (loss). For the three months ended June 30, 2025, these charges include direct and incremental business acquisition related costs.

VERTICALSCOPE HOLDINGS INC.

Condensed Consolidated Interim Statements of Financial Position

(In U.S. dollars)

(Unaudited)

June 30,

December 31,

2025

2024

Assets

Current assets:

Cash

$8,143,612

$5,189,315

Restricted cash

102,967

97,244

Trade and other receivables

11,533,480

14,874,882

Lease receivable

49,302

326,267

Income taxes receivable

822,621

784,332

Prepaid expenses

886,005

761,652

Derivative instruments

43,140

21,581,127

22,033,692

Property and equipment

349,587

482,276

Right-of-use asset

1,288,772

1,564,687

Intangible assets

38,961,754

37,597,990

Goodwill

52,635,164

52,635,164

Other assets

144,288

154,497

Deferred tax asset

19,174,931

17,937,708

Total assets

$134,135,623

$132,406,014

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable and accrued liabilities

$8,574,197

$6,864,256

Income taxes payable

224,015

426,778

Derivative instruments

145,068

Deferred revenue

1,394,824

1,125,592

Current portion of long-term debt

646,004

687,875

Lease liability

683,650

946,626

11,522,690

10,196,195

Long-term debt

44,000,000

38,000,000

Lease liability

936,673

1,180,878

Deferred tax liability

7,585

315,607

Other long-term liabilities

26,612

26,612

Total liabilities

56,493,560

49,719,292

Shareholders' equity:

Share capital

158,703,767

163,250,013

Contributed surplus

22,552,185

25,413,119

Other comprehensive loss

(145,494)

(145,494)

Deficit

(103,468,395)

(105,830,916)

77,642,063

82,686,722

Total liabilities and shareholders' equity

$134,135,623

$132,406,014

VERTICALSCOPE HOLDINGS INC.

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(In U.S. dollars, except per share amounts)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2025

2024

2025

2024

Revenue

$14,540,316

$16,687,516

$28,105,833

$31,410,960

Operating expenses:

Wages and consulting

8,276,004

6,822,678

15,438,208

13,762,711

Share-based compensation

(124,142)

367,575

1,127,851

788,816

Platform and technology

2,074,497

1,675,344

3,714,095

3,218,879

General and administrative

1,382,546

1,268,179

2,443,011

2,460,804

Depreciation and amortization

4,830,349

4,500,984

9,253,924

9,065,612

16,439,254

14,634,760

31,977,089

29,296,822

Operating income (loss)

(1,898,938)

2,052,756

(3,871,256)

2,114,138

Other expenses (income):

Other income

(1,824)

(1,824)

Gain on sale of assets

(2,601)

(1,098)

(2,941)

(4,718)

Net interest and financing expense

815,644

1,074,882

1,563,462

2,237,814

Gain on sale of investments

(16,398)

Foreign exchange loss

17,385

261

73,040

27,641

AG˹ٷized other loss

26,453

94,030

Unrealized other loss

(26,453)

828,604

1,074,045

1,725,767

2,244,339

Income (loss) before income taxes

(2,727,542)

978,711

(5,597,023)

(130,201)

Income tax expense (recovery)

Current

(255,579)

163,747

155,905

252,365

Deferred

(679,785)

391,866

(1,545,241)

178,929

(935,364)

555,613

(1,389,336)

431,294

Net income (loss)

($1,792,178)

$423,098

($4,207,687)

($561,495)

Other comprehensive income (loss)

Items that may be reclassified to net income (loss):

Foreign currency differences on translation of foreign operations

(13,399)

12,846

Total comprehensive income (loss)

($1,792,178)

$409,699

($4,207,687)

($548,649)

Earnings (loss) per share:

Basic

($0.08)

$0.02

($0.19)

($0.03)

Diluted

(0.08)

0.02

(0.19)

(0.03)

VERTICALSCOPE HOLDINGS INC.

Condensed Consolidated Interim Statements of Cash Flows

(In U.S. dollars)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2025

2024

2025

2024

Cash provided by (used in):

Operating activities:

Net income (loss)

($1,792,178)

$423,098

($4,207,687)

($561,495)

Items not involving cash:

Depreciation and amortization

4,830,349

4,500,984

9,253,924

9,065,612

Net interest and financing expense

815,644

1,074,882

1,563,462

2,237,814

Gain on sale of assets

(2,601)

(1,098)

(2,941)

(4,718)

Gain on sale of investments

(16,398)

Unrealized loss (gain) in derivative instruments

(138,557)

19,035

(188,208)

74,703

Unrealized other gain

(26,453)

Income tax expense (recovery)

(935,364)

555,613

(1,389,336)

431,294

Share-based compensation

(124,142)

367,575

1,127,851

788,816

2,626,698

6,940,089

6,157,065

12,015,628

Change in non-cash operating assets and liabilities

4,792,347

414,915

5,027,900

1,858,879

Interest paid

(690,393)

(1,070,476)

(1,414,940)

(2,233,328)

Income taxes received (paid)

(287,300)

(119,557)

(362,330)

257,529

6,441,352

6,164,971

9,407,695

11,898,708

Financing activities:

Repayment of term loan

(625,000)

(1,250,000)

Proceeds from issuance of revolving loan

3,000,000

6,000,000

Repayment of revolving loan

(5,875,000)

(8,250,000)

Cash settlement for vested RSUs

(119,753)

(119,753)

Repurchase of share capital for cancellation

(1,845,070)

(435,859)

(1,845,070)

(669,085)

Lease payments

(232,372)

(340,661)

(555,651)

(701,643)

Proceeds from sublease

138,002

147,878

278,942

297,956

940,807

(7,128,642)

3,758,468

(10,572,772)

Investing activities:

Additions to property and equipment and intangible assets

(268,712)

(399,007)

(714,654)

(833,618)

Proceeds from sale of assets

2,601

1,967

2,941

6,081

Proceeds from sale of investments

16,398

Acquisitions

(4,038,028)

(200,178)

(9,494,430)

(200,178)

(4,304,139)

(597,218)

(10,206,143)

(1,011,317)

Increase (decrease) in cash

3,078,020

(1,560,889)

2,960,020

314,619

Cash, beginning of period

5,014,293

7,908,036

5,189,315

6,015,184

Change in restricted cash balances

(9,052)

(3,287)

(5,723)

979

Effect of movement of exchange rates on cash and restricted cash held

60,351

(22,881)

(9,803)

Cash, end of period

$8,143,612

$6,320,979

$8,143,612

$6,320,979

For further information

Investor and media inquiries:

VerticalScope � Vincenzo Bellissimo, Chief Financial Officer, Tel: 416-341-7166, [email protected]

FNK IR � Matt Chesler, CFA, Tel: 646-809-2183, [email protected]

Source: VerticalScope Holdings Inc.

VerticalScope Holdings Inc

OTC:VFORF

VFORF Rankings

VFORF Latest News

VFORF Stock Data

57.62M
11.59M
42.66%
12.11%
Internet Content & Information
Communication Services
Canada
Toronto