VerticalScope Announces Third Quarter 2022 Results

Revenue grew by 40% year-over-year to $19.6 million

Adjusted EBITDA grew by 40% to $7.0 million, excluding the impact of Paycheck Protection Loan forgiveness last year

Last Twelve Months Adjusted EBITDA was $33.0 million with free cash flow of $25.1 million

Monthly Active Users increased by 17% year-over-year to 110 million

Unless otherwise stated, all amounts are in U.S. dollars.

TORONTO--()--VerticalScope Holdings Inc. (“VerticalScope” or the “Company”) (TSX: FORA), a technology company that has built and operates a cloud-based digital platform for online enthusiast communities, today announced financial results for the third quarter (“Q3” or "the quarter") ended September 30, 2022.

"We had another good quarter despite the challenges that have emerged over the past few months in the macro environment, commented Rob Laidlaw, Founder and CEO of VerticalScope. Total Revenue was $19.6 million in Q3, up 40% compared to prior year. Adjusted EBITDA was $7.0 million, up 19% compared to prior year. Excluding the positive impact of Paycheck Protection Loan Forgiveness last year, Adjusted EBITDA is up 40% in Q3. Advertising revenue continued to be strong in the quarter, up 33% compared to 2021 with growth across programmatic and direct sales. The E-commerce momentum we experienced in Q2 continued in Q3. E-commerce was up 58% over last year. We believe there is tremendous untapped potential in our communities that will be unlocked in the months and years ahead, but we expect that the macro environment will weigh on our results over the next few quarters as consumers pull-back spending, and advertisers re-visit their budgets."

Financial Highlights for the Three Months Ended September 30, 2022. All comparatives, unless otherwise noted are versus the same period in the prior year:

  • Revenue increased 40% year-over-year to $19.6M, and was the highest grossing third quarter on record.
  • Consecutive quarters of double digit growth from Digital Advertising and E-commerce channels, with Digital Advertising growing 33% to $13.4M and E-commerce growing 58% to $6.2M in the quarter.
  • Adjusted EBITDA grew 19% to $7.0M. Excluding $0.9M in Paycheck Protection Loan forgiveness recognized in the prior year, Adjusted EBITDA grew by 40% and Adjusted EBITDA margin was flat to prior year at 36%.
  • Free Cash Flow generated in the quarter was $4.6M inclusive of $1.2M in cash taxes for the period. Excluding the Paycheck Protection Loan forgiveness in the prior year, Free Cash Flow in the quarter grew by 24%.
  • Net loss in the quarter was $6.0M compared to a net loss of $2.1M. The loss is related to increased acquisition activity, and more specifically the amortization of acquired intangibles which was $8.3M in the quarter compared to $3.5M in the prior year.

Laidlaw added, "Audience trends showed improvement in Q3 reaching a total of 110 million, up 17% compared to last year. Our organic trends also improved in the quarter, posting a decline of 2.9%, compared to the 4.4% decline experienced in Q2. Despite the relatively strong quarter, we are not immune from the broader market trends which began to negatively impact our results in the back half of Q3 for digital advertising spending, e-commerce activity, and monthly active users. We expect these trends to continue into Q4 and 2023. As we highly value our profitability and cash flow, we will continue to review the investments we are making, and ensure they are properly weighted towards initiatives with the highest growth potential."

Chris Goodridge, President and COO, commented that, "We continue to take a cautious approach to acquisitions, completing two tuck-in community acquisitions for $425,000 in total consideration in Q3. Year-to-date we have signed and closed 13 acquisitions for $4.3 million in total consideration. As a result of our slower pace of acquisitions and strong free cash flow, we have strengthened our balance sheet, reducing long-term debt by over $20 million this year. We continue to evaluate a number of great acquisition opportunities but will maintain our discipline to ensure the company is well-positioned to navigate the economic headwinds."

Earnings Announcement
Management will host a conference call and webcast to discuss the Company's financial results at 7:00 am ET on Wednesday, November 9, 2022.

Live Call Registration and Webcast:
https://events.q4inc.com/attendee/943452329

Joining by telephone:
Canada: 1 833 950 0062
United States: 1 833 927 1758
All other locations: +1 929 526 1599
Participant Access code: 278051

If you are unable to join live, an archived recording of the webcast will be available on the investor relations section of the VerticalScope website.

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 over 110 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. 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 and financially accretive M&A, deployment of capital, investments in our platform, performance of the Company’s acquisitions and the growth of revenue and MAU, 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 factors discussed under "Risk Factors" in the Company’s Annual Information Form dated March 31, 2022, which is available on the Company’s profile on SEDAR at www.sedar.com. 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 Average Revenue Per User (“ARPU”) and MAU, which are operating metrics 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:

“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, 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), impairment and other charges that include direct and incremental business acquisition related costs and costs directly incurred in connection with the Initial Public Offering that are not deducted from the equity proceeds.

“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.

“Average Revenue Per Monthly Active User” (“ARPU”) is defined as our average revenue over a given period divided by the average MAU over the same period. Similarly, each of our revenue streams can be used as the numerator in this measure to determine the ARPU for each revenue stream. We believe that measuring ARPU is reflective of how we are monetizing the users across our communities.

SOURCE VerticalScope Holdings Inc.

Related Links
http://www.verticalscope.com

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

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands of US dollars)

2022

2021

2022

2021

Net loss

($6,044)

($2,077)

($24,916)

($5,586)

Net interest expense

859

1,071

2,096

5,581

Income tax recovery

(993)

(410)

(2,567)

(1,259)

Depreciation and amortization

9,813

4,770

29,629

13,870

EBITDA

3,635

3,354

4,242

12,606

Share-based compensation

2,577

1,665

8,246

2,697

Share performance related bonuses

(287)

337

(1,080)

337

Unrealized loss from changes in derivative fair value of financial instruments

65

8

110

79

Severance ⁽¹⁾

167

801

105

Loss (gain) on sale of assets

(4)

12

3

14

Foreign exchange loss (gain)

(5)

(22)

55

91

Impairment of investment

250

250

Adjustment to contingent considerations

150

9,016

Other Charges ⁽²⁾

729

321

2,233

3,466

Adjusted EBITDA

7,026

5,926

23,624

19,645

Less capital expenditures

(1,212)

(1,286)

(4,432)

(3,729)

Income taxes received (paid)

(1,195)

(22)

(1,726)

1

Free Cash Flow

$4,619

$4,618

$17,465

$15,917

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

(2) Other charges are included in wages and consulting and general and administrative on the consolidated statements of loss and comprehensive loss. For the three months ended September 30, 2022, these charges include direct and incremental asset acquisition or business acquisition related costs.

VERTICALSCOPE HOLDINGS INC.
Condensed Consolidated Interim Statement of Financial Position
(In U.S. dollars)
(Unaudited)

 

September 30,

December 31,

 

2022

2021

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

Cash and cash equivalents

$7,764,325

$20,494,313

Restricted cash

167,201

179,743

Trade and other receivables

14,571,402

15,519,944

Lease receivable

559,194

588,101

Income taxes receivable

317,040

Prepaid expenses

1,466,780

1,103,283

Derivative instruments

18,325

 

24,528,902

38,220,749

 

 

 

Property and equipment

1,171,470

986,683

Right-of-use asset

1,958,500

2,629,130

Intangible assets

78,281,784

98,805,989

Investments

1,000,000

1,000,000

Goodwill

52,950,295

53,436,546

Deferred tax asset

23,551,962

20,662,839

Lease receivable

1,060,595

1,586,014

 

 

 

Total assets

$184,503,508

$217,327,950

 

 

 

Liabilities and Shareholders' Equity

 

 

 

Current liabilities:

 

 

Accounts payable and accrued liabilities

$7,668,391

$10,247,092

Income taxes payable

1,125,692

1,075,699

Derivative instruments

91,211

Deferred revenue

944,781

1,028,515

Current portion of long-term debt

3,140,184

3,150,663

Lease liability

1,124,589

1,200,836

Contingent considerations

15,000,000

7,916,259

 

29,094,848

24,619,064

 

 

 

Deferred revenue

5,671

13,917

Long-term debt

55,476,649

75,972,078

Lease liability

2,730,273

3,734,829

Deferred tax liability

9,510,880

11,281,781

Contingent considerations

7,395,734

5,463,741

Total liabilities

104,214,055

121,085,410

 

 

 

Shareholders' equity:

 

 

Share capital

160,876,710

160,182,417

Contributed surplus

23,740,519

15,568,994

Accumulated other comprehensive income

100,369

3,327

Deficit

(104,428,145)

(79,512,198)

 

80,289,453

96,242,540

Total liabilities and shareholders' equity

$184,503,508

$217,327,950

 

VERTICALSCOPE HOLDINGS INC.
Condensed Consolidated Interim Statement of Loss and Comprehensive Loss
(In U.S. dollars, except per share amounts)
(Unaudited)

 

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

 

 

2022

2021

2022

2021

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$19,577,080

$14,001,350

$61,394,194

$44,343,216

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Wages and consulting

 

9,192,294

5,515,705

27,421,041

17,228,248

Share-based compensation

 

2,576,906

1,665,206

8,245,605

2,697,047

Platform and technology

 

2,333,041

1,680,405

6,701,002

5,052,043

General and administrative

 

1,699,883

1,545,209

5,710,412

6,404,544

Depreciation and amortization

 

9,812,617

4,770,062

29,629,030

13,869,966

Impairment of investment

 

250,000

250,000

Adjustment to contingent considerations

 

149,651

9,015,734

 

 

25,764,392

15,426,587

86,722,824

45,501,848

 

 

 

 

 

 

Operating loss

 

(6,187,312)

(1,425,237)

(25,328,630)

(1,158,632)

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

Loss (gain) on sale of assets

 

(4,320)

11,944

2,808

13,800

Net interest expense

 

859,287

1,071,077

2,095,989

5,581,055

Loss on investments

 

402

402

Foreign exchange loss (gain)

 

(5,097)

(21,569)

55,123

91,455

 

 

849,870

1,061,854

2,153,920

5,686,712

 

 

 

 

 

 

Loss before income taxes

 

(7,037,182)

(2,487,091)

(27,482,550)

(6,845,344)

 

 

 

 

 

 

Income taxes (recovery)

 

 

 

 

 

Current

 

330,411

112,538

2,093,421

431,552

Deferred

 

(1,323,618)

(522,707)

(4,660,024)

(1,690,886)

 

 

(993,207)

(410,169)

(2,566,603)

(1,259,334)

 

 

 

 

 

 

Net loss

 

($6,043,975)

($2,076,922)

($24,915,947)

($5,586,010)

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified to net loss:

 

 

 

 

 

Foreign currency differences on translation of foreign operations

 

101,796

(211,800)

97,042

(208,254)

 

 

 

 

 

 

Total comprehensive loss

 

($5,942,179)

($2,288,722)

($24,818,905)

($5,794,264)

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

Basic

 

($0.28)

($0.09)

($1.17)

($0.27)

Diluted

 

(0.28)

(0.09)

(1.17)

(0.27)

 

VERTICALSCOPE HOLDINGS INC.
Condensed Consolidated Interim Statement of Cash Flows
(In U.S. dollars)
(Unaudited)

 

 

Three Months Ended

September 30,

Nine Months Ended

September 30,

 

 

2022

2021

2022

2021

 

 

 

 

 

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net loss

 

($6,043,975)

($2,076,922)

($24,915,947)

($5,586,010)

Items not involving cash:

 

 

 

 

 

Depreciation and amortization

 

9,812,617

4,770,062

29,629,030

13,869,966

Net interest expense

 

859,287

1,071,077

2,095,989

5,581,055

Loss (gain) on sale of assets

 

(4,320)

11,944

2,808

13,800

Unrealized loss in derivative instruments

 

65,490

7,895

109,536

78,571

Loan forgiveness

 

(899,289)

(899,289)

Impairment of Investment

 

250,000

250,000

Income tax expense (recovery)

 

(993,207)

(410,169)

(2,566,603)

(1,259,334)

Adjustment to contingent considerations

 

149,651

9,015,734

Share-based compensation

 

2,576,906

1,665,206

8,245,605

2,697,047

 

 

6,422,449

4,389,804

21,616,152

14,745,806

Change in non-cash operating assets and liabilities

 

1,132,558

(1,428,448)

(1,061,270)

5,150,235

Interest received (paid)

 

50,866

(1,514,942)

(1,703,462)

Income taxes received (paid)

 

(1,194,983)

(22,484)

(1,726,388)

829

 

 

6,360,024

2,989,738

17,313,552

18,193,408

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Repayment of initial term loan

 

(625,000)

(625,000)

(1,875,000)

(45,500,000)

Repayment of delayed draw term loan

 

(7,714,977)

Repayment of revolving loan

 

(6,500,000)

(19,000,000)

Proceeds from issuance of share capital

 

14,282,656

110,308,011

Proceeds from exercise of share options

 

186,477

156,250

Repurchase of share capital for cancellation

 

(58,049)

(58,049)

Credit facility financing fees

 

(1,274,597)

Lease payments

 

(331,486)

(225,694)

(963,599)

(679,400)

Proceeds from sublease payments

 

155,203

473,549

 

 

(7,359,332)

13,431,962

(21,236,622)

55,295,287

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Additions to property and equipment and intangible assets

 

(1,640,283)

(2,286,916)

(8,683,507)

(8,229,084)

Proceeds from sale of assets

 

9,250

8,680

35,984

16,876

 

 

(1,631,033)

(2,278,236)

(8,647,523)

(8,212,208)

 

 

 

 

 

 

Increase (decrease) in cash

 

(2,630,341)

14,143,464

(12,570,593)

65,276,487

 

 

 

 

 

 

Cash, beginning of the period

 

10,454,719

55,516,675

20,494,313

4,603,609

 

 

 

 

 

 

Change in restricted cash balances

 

(586)

12,542

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

 

(59,467)

214,522

(171,937)

(5,435)

 

 

 

 

 

 

Cash, end of period

 

$7,764,325

$69,874,661

$7,764,325

$69,874,661

 

Contacts

For further information
Investor and media inquiries:
Chris Goodridge, President and COO
Tel: 416-341-7174, IR@verticalscope.com

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Contacts

For further information
Investor and media inquiries:
Chris Goodridge, President and COO
Tel: 416-341-7174, IR@verticalscope.com