/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
Unless otherwise stated, all amounts are in U.S. dollars and
all comparisons are relative to the three months ending
June 30, 2020.
- Q2 Revenue grew 18.9% to $14.4M,
including 59.5% growth in Advertising Revenue
- Q2 Adjusted EBITDA grew to $6.0M
- Monthly Active Users (MAUs) grew 4.3% to 94.8 million
TORONTO, Aug. 10, 2021 /CNW/ - 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 quarter ended June
30, 2021.
"Our second quarter results were fueled by organic growth in our
business, led by 59.5% growth in our Advertising Revenue versus the
prior year" commented Rob Laidlaw CEO of VerticalScope. "We have
leveraged the strength of our Fora platform to deliver strong
year-over-year Revenue and Adjusted EBITDA growth. With the
successful completion of our IPO within the quarter, we anticipate
being able to add significant M&A growth to our organic growth
moving forward."
Second Quarter 2021 Highlights:
- We completed our initial public offering and listing of our
subordinate voting shares on the Toronto Stock Exchange resulting
in net proceeds of C$117.2
million
- Revenue of $14.4M, an increase of
18.9%
- Adjusted EBITDA of $6.0M, an
increase of 8.0%, or an increase of 25.1% excluding CEWS payments
in the prior period
- Advertising Revenue of $9.9M, an
increase of 59.5%
- Commerce Revenue of $4.5M, a
decrease of 23.9% compared to the prior year when we experienced a
surge in pandemic-related online shopping
- We re-financed our credit facility with leading banks including
Capital One, Royal Bank of Canada,
National Bank of Canada and HSBC,
and reduced our long-term debt to $50.3M, while adding a revolving credit facility
available for acquisitions of $75M
- We ended the quarter with cash available on our balance sheet
($55.5 million), and available under
our existing credit facility ($75.0
million) to fund our M&A pipeline in future
quarters
- We closed one acquisition in the quarter of Paddling.com, a
leading community for paddlesports enthusiasts
We continue to see strong organic growth driven by our long-term
investments in our communities and our Fora platform. MAUs were
94.8 million in the quarter, growing 4.3% versus the prior year.
Our Fora platform delivered an impressive 9.2% MAU growth versus
the prior year, compared to -10.3% for forum communities still
running on legacy platforms. At quarter-end, 90.3% of our forum
communities MAUs are now operating on the Fora platform.
"We are excited about our future as a public company, and look
forward to continue executing our organic growth strategy, while
layering on financially-disciplined accretive M&A going
forward." added Chris Goodridge,
President and COO of VerticalScope.
The Company also announced the promotion of Vince Bellissimo to Chief Financial Officer
("CFO") of VerticalScope, effective immediately.
Mr. Bellissimo joined VerticalScope in 2012, and has served as
Senior Vice President, Finance of the Company since 2017. Vince has
been responsible for providing leadership and direction over the
Company's financial activities, corporate accounting and reporting,
tax, and corporate planning and was instrumental in the successful
completion of our initial public offering and listing on the
TSX.
"I am excited to announce Vince's well-deserved promotion to
CFO," said Rob Laidlaw, Founder and
CEO. "Vince has been with the Company for more than 8 years, has a
deep understanding of our business and is a key member of our
senior management team. As CFO, he will continue to provide
significant value to the Company leveraging his extensive
experience in all aspects of finance, M&A and systems
implementation. Vince's commitment to VerticalScope is
exceptional and the Company and our shareholders will be very well
served having him as our CFO."
Earnings Announcement
Management will host a conference call and webcast to discuss
the Company's second quarter 2021 financial results at 8:00am ET on
Wednesday, August 11, 2021.
Live Call Registration:
https://www.incommglobalevents.com/registration/q4inc/8351/verticalscope-holdings-inc-q2-earnings-call/
Joining by telephone:
United
States: 1 844 200 6205
All other locations: + 44 208 0682 558
Participant access code: 672704
Webcast: https://event.on24.com/wcc/r/3331413/409DA3D7D683A59E517C8F1AEA2219C1
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 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 the Company's plans for
organic growth and financially-accretive M&A, 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
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.
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. 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
"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.
VERTICALSCOPE
HOLDINGS INC.
|
|
|
Condensed
Consolidated Interim Statement of Financial Position
|
(In U.S.
dollars)
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
December
31,
|
|
|
2021
|
2020
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
Cash
|
|
$
|
55,516,675
|
$
|
4,603,609
|
Trade and other
receivables
|
|
8,264,565
|
14,664,272
|
Income taxes
receivable
|
|
231,196
|
536,423
|
Prepaid
expenses
|
|
1,706,880
|
270,763
|
Derivative
instruments
|
|
9,830
|
80,506
|
|
|
65,729,146
|
20,155,573
|
|
|
|
|
Property and
equipment
|
|
1,575,372
|
1,751,800
|
Right-of-use
asset
|
|
2,850,530
|
2,712,995
|
Intangible
assets
|
|
30,064,394
|
32,707,475
|
Investments
|
|
2,449,999
|
2,449,999
|
Goodwill
|
|
11,840,039
|
11,840,039
|
Deferred tax
asset
|
|
18,645,287
|
16,065,696
|
|
|
|
|
|
|
$
|
133,154,767
|
$
|
87,683,577
|
|
|
|
|
Liabilities and
Shareholders' Equity (Deficiency)
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable and
other liabilities
|
|
$
|
5,649,590
|
$
|
4,449,234
|
Deferred
revenue
|
|
937,238
|
810,457
|
Current portion of
long-term debt
|
|
2,513,250
|
8,323,090
|
Lease
liability
|
|
620,747
|
708,248
|
|
|
9,720,825
|
14,291,029
|
|
|
|
|
Deferred
revenue
|
|
26,757
|
58,477
|
Long-term
debt
|
|
47,757,346
|
93,142,219
|
Lease
liability
|
|
2,864,470
|
2,525,799
|
Deferred tax
liability
|
|
94,754
|
210,700
|
|
|
60,464,152
|
110,228,224
|
|
|
|
|
Shareholders' equity
(deficiency):
|
|
|
|
Share
capital
|
|
132,277,042
|
34,183,524
|
Contributed
surplus
|
|
11,019,231
|
10,371,945
|
Deficit
|
|
(70,605,658)
|
(67,100,116)
|
|
|
72,690,615
|
(22,544,647)
|
|
|
|
|
|
|
$
|
133,154,767
|
$
|
87,683,577
|
VERTICALSCOPE
HOLDINGS INC.
|
Condensed
Consolidated Interim Statements of Comprehensive Loss and Other
Comprehensive Income
|
(In U.S.
dollars, except per share amounts)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30,
|
Six months ended
June 30,
|
|
|
2021
|
2020
|
2021
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
14,423,474
|
$
|
12,131,338
|
$
|
30,341,866
|
$
|
23,395,958
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Wages and
consulting
|
5,692,682
|
4,262,851
|
11,712,543
|
10,081,202
|
|
Share-based
compensation
|
566,222
|
204,099
|
1,031,841
|
425,963
|
|
Platform and
technology
|
1,728,838
|
1,420,284
|
3,371,638
|
2,939,449
|
|
General and
administrative
|
4,115,181
|
1,051,260
|
4,859,335
|
2,047,286
|
|
Depreciation and
amortization
|
4,516,971
|
5,005,889
|
9,099,904
|
10,234,179
|
|
|
16,619,894
|
11,944,383
|
30,075,261
|
25,728,079
|
|
|
|
|
|
|
Operating income
(loss)
|
(2,196,420)
|
186,955
|
266,605
|
(2,332,121)
|
|
|
|
|
|
|
Other
expenses:
|
|
|
|
|
|
Loss (gain) on sale
of assets
|
1,687
|
(216,930)
|
1,856
|
(409,313)
|
|
Interest
expense
|
3,416,472
|
1,657,456
|
4,509,978
|
3,874,027
|
|
Foreign exchange
loss
|
59,805
|
239,857
|
109,478
|
8,822
|
|
|
3,477,964
|
1,680,383
|
4,621,312
|
3,473,536
|
|
|
|
|
|
|
Loss before income
taxes
|
(5,674,384)
|
(1,493,428)
|
(4,354,707)
|
(5,805,657)
|
|
|
|
|
|
|
Income taxes
(recovery):
|
|
|
|
|
|
Current
|
308,111
|
122,623
|
319,014
|
277,330
|
|
Deferred
|
(1,622,711)
|
(753,777)
|
(1,168,179)
|
(2,218,908)
|
|
|
(1,314,600)
|
(631,154)
|
(849,165)
|
(1,941,578)
|
|
|
|
|
|
|
Net Income and
comprehensive loss
|
$
|
(4,359,784)
|
$
|
(862,274)
|
$
|
(3,505,542)
|
$
|
(3,864,079)
|
|
|
|
|
|
|
Loss per
share:
|
|
|
|
|
|
Basic
|
$
|
(0.24))
|
$
|
(0.06
|
$
|
(0.18)
|
$
|
(0.28)
|
|
Diluted
|
$
|
(0.24)
|
$
|
(0.06)
|
$
|
(0.18)
|
$
|
(0.28)
|
|
|
|
|
|
|
VERTICALSCOPE
HOLDINGS INC.
|
Condensed
Consolidated Interim Statement of Cash Flows
|
(In U.S.
dollars)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30,
|
Six months ended
June 30,
|
|
2021
|
2020
|
2021
|
2020
|
|
|
|
|
|
|
|
|
|
|
Cash provided by
(used in):
|
|
|
|
|
|
|
|
|
|
Operating
activities:
|
|
|
|
|
Loss for the
period
|
$
|
(4,359,784)
|
$
|
(862,274)
|
$
|
(3,505,542)
|
$
|
(3,864,079)
|
Items not involving
cash:
|
|
|
|
|
Depreciation and
amortization
|
4,516,971
|
5,005,889
|
9,099,904
|
10,234,179
|
Interest
expense
|
3,416,472
|
1,657,456
|
4,509,978
|
3,874,027
|
Loss (gain) on sale
of assets
|
1,687
|
(216,930)
|
1,856
|
(409,313)
|
Unrealized loss
(gain) in derivative instruments
|
16,998
|
(170,218)
|
70,676
|
31,929
|
Income tax expense
(recovery)
|
(1,314,600)
|
(631,154)
|
(849,165)
|
(1,941,578)
|
Share-based
compensation
|
566,222
|
204,099
|
1,031,841
|
425,963
|
|
2,843,966
|
4,986,868
|
10,359,548
|
8,351,128
|
Change in non-cash
operating assets and liabilities
|
3,054,347
|
(1,381,788)
|
6,575,137
|
2,511,504
|
Interest
paid
|
(1,679,953)
|
(139,001)
|
(1,754,328)
|
(3,172,907)
|
Income taxes (paid)
received
|
(25,424)
|
(85,621)
|
23,313
|
(187,937)
|
|
4,192,936
|
3,380,458
|
15,203,670
|
7,501,788
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
Repayment of initial
term loan
|
(42,812,500)
|
—
|
(44,875,000)
|
(2,062,500)
|
Repayment of delayed
draw term loan
|
(1,072,334)
|
(250,000)
|
(7,714,977)
|
(899,256)
|
Proceeds from
issuance of share capital
|
96,025,355
|
—
|
96,025,355
|
—
|
Proceeds from
exercise of share options
|
156,250
|
—
|
156,250
|
—
|
Credit facility
financing fees
|
(1,274,597)
|
—
|
(1,274,597)
|
—
|
Lease
payments
|
(235,949)
|
(202,391)
|
(453,706)
|
(407,140)
|
Proceeds from
paycheck protection loan
|
—
|
899,295
|
—
|
899,295
|
|
50,786,225
|
446,904
|
41,863,325
|
(2,469,601)
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
Additions to property
and equipment, right-of use and intangible assets
|
(4,705,897)
|
(975,383)
|
(5,942,168)
|
(2,404,835)
|
Proceeds from sale of
assets
|
5,433
|
230,225
|
8,196
|
426,117
|
|
(4,700,464)
|
(745,158)
|
(5,933,972)
|
(1,978,718)
|
|
|
|
|
|
Increase in
cash
|
50,278,697
|
3,082,204
|
51,133,023
|
3,053,469
|
|
|
|
|
|
Cash, beginning of
the period
|
5,466,211
|
5,033,032
|
4,603,609
|
5,112,990
|
|
|
|
|
|
Effect of movement of
exchange rates on cash held
|
(228,233)
|
38,318
|
(219,957)
|
(12,905)
|
|
|
|
|
|
Cash, end of
period
|
$
|
55,516,675
|
$
|
8,153,554
|
$
|
55,516,675
|
$
|
8,153,554
|
SOURCE VerticalScope Inc.