TORONTO--(BUSINESS WIRE)--VerticalScope Holdings Inc. (“VerticalScope” or the “Company”) (TSX: FORA) is pleased to provide an update today on its recent acquisition activity, M&A pipeline and business outlook. Year to date, VerticalScope has completed eleven acquisitions for total cash consideration of approximately $10 million (including approximately $5.6 million thus far in October 2021). Management expects that these acquisitions will add approximately $1.5 million of Adjusted EBITDA in 2022 before revenue or cost synergies.
The acquisitions completed thus far in 2021 are intended to address two primary areas of focus for the Company - overall expansion of its user base and the addition of new solutions to engage with its existing and potential future users. To highlight one such acquisition, VerticalScope acquired ProBoards.com and its related assets in October 2021. ProBoards, founded by California-based technology entrepreneur Patrick Clinger, is a platform that allows users to create and operate their own online communities for free. The platform now supports hundreds of individual communities covering a wide range of subjects and represents an exciting new growth driver for VerticalScope. Clinger and the ProBoards team have joined VerticalScope and will continue to develop the platform in collaboration with our team. “The ProBoards platform brings an exciting new capability and growth driver to VerticalScope. By allowing our users and the broader creator community to launch new forums, we expect to add a new dimension to our organic growth playbook. We are very excited to have Patrick and his team of community experts join VerticalScope,” said Rob Laidlaw, Founder and CEO.
In addition to ProBoards, VerticalScope’s other 2021 acquisitions include communities covering interests ranging from outdoor activities, sports, automotive and fashion. “We are very excited about the progress we have made with our acquisition pipeline and the quality of the communities we have acquired and plan to acquire in Q4. We expect to meet or exceed our goals for capital deployment by year end,” said Chris Goodridge, President and COO.
Laidlaw also provided an update on the business, “As we reported in our Q2 earnings, the business continues to perform well, in spite of ongoing challenges with the overall global supply chain and inventory shortages that are affecting both our Advertising and Commerce revenue. We are seeing continued strength in monthly active users (MAU), with Q3 growth of 8.5% versus the same period last year, including 12.1% year over year growth from communities on the Fora platform. Our strong M&A pipeline is continuing to advance, and we expect to announce additional transactions in November that we believe will be highly accretive to EBITDA. In addition, we are evaluating a few opportunities that could take us to a higher than anticipated level of capital deployment if they come to fruition.”
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 more than 100 million monthly active users. VerticalScope is listed on the Toronto Stock Exchange (TSX: FORA).
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. Forward-looking information, including statements relating to capital deployment, statements relating to future acquisitions, and statements relating to the anticipated impact of acquisitions on the Company’s growth, Adjusted EBITDA, and user base, 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. Such risks and uncertainties include, but are not limited to, the outcome of negotiations regarding potential acquisitions, the successful integration and performance of the acquired assets and businesses post-acquisition, and the factors discussed under "Risk Factors" in the supplemented PREP prospectus dated June 14, 2021, which is available on the Company’s profile on SEDAR at www.sedar.com. When used in this news release, words such as “should”, “could”, “intended”, “expect”, “plan” or “believe” and similar expressions indicate forward-looking statements.
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. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to 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 news release references certain non-IFRS measures. These 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 “Adjusted EBITDA” and “MAU”. “Adjusted EBITDA” is calculated as net income (loss) excluding interest, income tax expense (recovery), and depreciation and amortization, or EBITDA, adjusted for share-based compensation, unrealized gains or losses from changes in fair value of derivative financial instruments, severance, contingent consideration liabilities measured at fair value through profit and loss, gain on sale of assets, gain on sale of investments, foreign exchange loss (gain), and other charges that include direct and incremental business acquisition related costs and costs directly incurred in connection with the Company’s initial public offering that are not deducted from the equity proceeds. “MAU” is the number of individuals who have visited our communities within a calendar month, based on data as measured by Google Analytics. It is calculated as the sum of the monthly users of each of our communities. 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.
