VerticalScope Holdings Inc.

so by pressing start followed by the number one on your telephone keypad i will now hand the call over to diane you chief legal officer to begin diane please go ahead thank you operator good morning everyone and welcome to vertical scope holdings fourth quarter and full year 2024 earnings call i'm joined by rob laylaw our founder chair and chief executive officer vince bellissimo our chief financial officer and chris goodridge our president and chief operating officer We'll begin with commentary on the quarter before opening the floor to questions. Before we begin, I'd like to remind everyone that today's presentation contains forward-looking information that involves known and unknown risks and uncertainties and other factors that could cause actual events to differ materially from current expectations. These statements should not be read as assurances of future performance or results. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results performance or achievements to be materially different from those implied by such statements. A more complete discussion of the risks and uncertainties facing the company appears in the company's management discussion analysis for the three and 12-month periods ended December 31st, 2024, which is available under the company's profile on CDAR+, as well as on the company's website. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. The company disclaims any intention or obligation except to the extent required by law to update and revise any forward-looking statements as a result of new information, future events, or for any other reason. Our discussion today will include references to adjusted financial measures, including adjusted EBITDA, free cash flow, free cash flow conversion, and MAU, which are non-IFRS measures. All references to currency in this presentation shall refer to USD unless otherwise specified. Now, I will turn the call over to Rob Laidlaw, founder, chair, and CEO of Vertical Scope. Rob?

Thanks, Diane. Good morning, everyone, and thank you for joining us today. We are pleased to report another strong quarter, capping off an excellent year for Vertical Scope. In Q4 2024, we achieved double-digit revenue growth, continued strong adjusted EBITDA performance, generated robust free cash flow, all while executing against our strategic initiatives. The momentum in our business remains strong as we head into 2025, and I want to take a moment to thank our team for their exceptional work in delivering these results. To start, let's highlight our financial performance. Revenue grew by 11% year-over-year in Q4 to $19.9 million, reflecting the continued growth of our horror communities, improving advertiser demand, and our ability to scale efficiently. Adjusted EBITDA increased by 22% to $10.1 million, reflecting a 51% margin as we maintain disciplined cost management while investing in key growth areas. Free cash flow was strong at $9.4 million, a 17% increase year-over-year with a 93% free cash flow conversion, reinforcing our ability to invest in our platform, execute on M&A opportunities, and return capital to shareholders. One of the key drivers of our business remains the secular shift in consumer behavior towards user-generated community content. In Q4, monthly active users increased by 6% to a fourth quarter record 114 million. While MAUs were up 6% in the quarter, we did see some trends similar to what Reddit reported towards the back half of the quarter. This falls within the expected range of fluctuations, and while some was algo-driven, There was a lot going on in the world with U.S. elections. More importantly, we are excited about a number of great initiatives planned to grow MAUs in 2025 by double digits organically, with most of these kicking in around Q2. So we expect Q1 to be within the same neighborhood as last year's results of 112 million MAUs. One of the really promising areas we're looking forward to is international user growth, particularly around AI-powered language translations. We think this is a great opportunity to take our forms worldwide, especially in some of our key high-performing categories like automotive. Additionally, our team's work on user engagement is paying off as we are seeing improving and positive year-over-year growth in Q1 daily active users. which is an exciting indicator of increased user engagement and stickiness on our platform, and an area where we see a lot of low-hanging fruit to continue executing. Diving into our product and technology investments, we remain focused on three key pillars. One, enhancing the 4R mobile app. User engagement on the app continues to grow, and we are investing in new features to improve retention and content contributions. For a mobile app remains small, but will eventually be a powerful platform to build upon with great user engagement. This is a long-term investment for us that we're committed to seeing through. Two, leveraging our strength in product reviews. With continued concerns over AI-generated product reviews, we are doubling down on surfacing real-world user experiences. Users value the depth of discussion on our forums, and we are working to improve how we highlight these insights for those actively researching products and recently launched new product ownership experiences on six test communities with very positive engagement results. Three, optimizing the user experience. As more users discover online forums for the first time, we are committed to making their experience seamless and intuitive. From onboarding improvements to AI search enhancements and AI refined answers, we continue to modernize our platform while staying true to the authenticity that defines for us. Turning next to capital allocation, we are primarily focused on two of the three strategies we outlined in 2024, namely M&A and share buybacks. Notably, the third strategy, debt reduction, is no longer necessary with our leverage at a low of 1.1 times. In Q4, we generated free cash flow of $9.4 million, and we repurchased 238,100 shares at an average price of $8.09 Canadian. In 2025, we will balance M&A and share buybacks depending on what presents the best opportunity. But ideally, it would be M&A as we look to grow EBITDA and free cash flow and expand our business scale. Speaking of, M&A has come back into focus with the execution of our first deal of the year for 20 plus high quality enthusiast product communities from a single seller. We are excited about this first acquisition and feel that our pipeline for 2025 is robust. We continue to surprise ourselves at the discovery of new and interesting communities in the very deep form market and believe we have a unique understanding of how to acquire migrate, and integrate these niche communities onto a common tech platform. Finally, on the topic of AI and LLM licensing, we continue to evaluate partnership opportunities that align with our long-term strategy. We believe our data is highly valuable and will ensure that any agreements are structured in a way that maximizes shareholder value over the long term. We're also very excited about the opportunities to use our own structured data for the creation of new AI user experiences and improved community engagement. We will provide further updates as discussions progress over the next quarter or two. Close. Q4 was another strong quarter, and we entered 2025 with significant momentum. The shift towards user-generated, hands-on, real products content continues to benefit our business. and we are well positioned to capitalize on both organic and inorganic growth opportunities. We're excited for what's ahead and look forward to updating you on our progress in the quarters to come. With that, I'll turn it over to Chris and Vince.

Thanks a lot, Rob, and good morning, everyone. Building on Rob's comments, Q4 capped off a strong year for Vertical Scope, marking four consecutive quarters of double-digit organic revenue growth led by continued strength in our advertising business. Total revenue in Q4 was 19.9 million, up 11% over last year, with gains driven by both MAU growth and ARPU expansion. Our advertising business continues to be our growth engine, and we're really encouraged to see double-digit growth in both programmatic and direct channels in the quarter. E-commerce revenue also improved sequentially by 14% compared to Q3. For the full year, total revenue is $69.1 million, up 13% organically over last year, again fueled by advertising, which was up 20%, and made up 87% of total revenue. These gains more than offset declines in e-commerce revenue, which was lower by 18%, but made up just 13% of total revenue in the year. Looking more closely at our advertising results, ad revenue is $17.4 million in Q4, up 15% compared to prior year, with strength across programmatic and direct sales. Programmatic revenue increased year over year by 17% in Q4 as a result of higher impressions due to MAU growth and stronger CPMs, and made up 66% of total ad revenue in the quarter. Overall, we are really pleased with the advancements our programmatic team has made this year. Our capabilities and revenue sources continue to expand, allowing us to grow programmatically consistently at a higher rate than our audience growth. In Q4, we received demand from over 35 different supply side connections representing thousands of individual advertisers and resulting in competitive auctions that are supporting higher CPMs. At a little under 10% of our total programmatic revenue, video still holds a lot of future growth potential, which we will continue to balance against providing an outstanding user experience. Turning to our direct advertising business, Our sales team delivered an increase of 11% in direct revenue in Q4, and direct sales were 34% of our total ad revenue in the quarter. Momentum that we experienced at the end of Q3 carried through the quarter as we saw increased spending across categories, including automotive, power sports, outdoors, and retail customers. Turning to e-commerce, as I mentioned off the top, e-commerce saw sequential improvement over Q3 and is no longer a headwind to our overall revenue. Representing just 13% of total revenue in Q4, e-commerce was $2.4 million, down 9%, or approximately $200,000 from prior year, but was up 14% compared to Q3 as a result of improved affiliate commerce sales. 57% of e-commerce revenue in Q4 was subscription-based. Looking ahead, there's clearly uncertainty in markets generally as a result of the recent trade disputes, which seem to change hour by hour. Despite these challenges, we continue to see opportunities to grow, including through the AI initiatives Rob spoke about earlier. Our direct bookings into 2025 are up year over year, with continued strength in the categories I mentioned earlier, along with a pickup in a US insurance business. Programmatic CPMs are also holding up well so far in Q1. We've got a very resilient business model and can easily adapt if we start to experience a more challenging economic environment. And lastly, just a few words on M&A. We were pleased to announce our agreement to acquire Enthused Digital's communities. It's a vibrant group of forums that collectively reached 3.5 million monthly active users last year across a number of complementary interest categories, including musical instruments, sailing, and recreational vehicles. We expect these communities to thrive as a part of FORA. Beyond this transaction, our M&A pipeline continues to build, and we expect 2025 to be a stronger year for deals, as we look to capitalize on our financial position to build greater scale. With that, I'll now turn it over to Vince to walk you through the rest of our financial results.

Thanks, Chris, and good morning, everyone, and thank you for joining the call today. We delivered great financial results this year, driven by our strategic focus to organic revenue growth, operational excellence, and a disciplined approach to capital allocation. Our balance sheet is stronger than ever, and our focus now turns to accelerated growth, both through exciting organic initiatives and tuck in M&A. With that, let's turn to the key financial highlights for the period. In the fourth quarter, we recorded a net loss of $700,000. This was primarily driven by two non-recurring expenses, the first being $800,000 in share-based compensation expense in the quarter tied to one-time longer-term incentives and $1.5 million in financing fees related to the October 2024 amendment of our credit agreement. Excluding these non-recurring expenses, Our net income for the quarter would have been $1.6 million, or approximately $0.08 per share. There was a similar dynamic in the full-year results, with a minor loss posted for the period. Excluding the $1.5 million in financing fees and $1.7 million in non-recurring longer-term incentives recognized in the period, full-year net income would have been $3.2 million, or approximately $0.15 per share. Overall, these incentives are part of an important strategy to align our revenue-generating teams with sustainable long-term growth objectives, and our strategy is working. It's also worth noting that while we saw a $2 million increase in share-based compensation in Q4 driven by these incentives, full year we recognized $4.1 million in share-based compensation, which was $400,000 lower than prior year. Our operating expenses in the quarter increased by $2.2 million, primarily due to the increase in share-based compensation. However, for the full year, operating expenses decreased by $2.1 million compared to the prior year, driven by a lower rate of amortization related to acquired intangibles and partially offset by a reversal of contingent considerations in the prior period. Our non-IFRS operating expenses, which excludes items like share-based compensation, depreciation, and amortization, increased by only 2% in the quarter, and 5% for the full year. This stable cost base is a result of our commitment to operational efficiency and has generated significant operating leverage as demonstrated in our performance. Adjusted EBITDA grew by 22% in the quarter and 27% for the full year, with expanded adjusted EBITDA margins of 51% and 43% respectively. Our goal is to continue to drive 40% or better margins in our business as we continue to take a very focused approach to invest in areas that drive long-term engagement or revenue growth across our platform. Accretive M&A will also be a driver of margin expansion, as token acquisitions are migrated to the forward platform, driving profitable results from day one. A majority of these profits continue to convert to cash at impressive rates. Cash flows from operating activities in the quarter totaled $7 million, up 51% compared to prior year. and full-year cash flow from operations was $24.8 million, up 60% compared to last year. Our adjusted EBITDA to free cash flow conversion was exceptional for both the quarter and the year at 93% and 92%, respectively. Looking ahead, we aim to generate free cash flow conversions of 80% or better, with expansion coming from an increased rate of amortization of required intangibles and the corresponding cash tax shelter this provides. Our net leverage is at a very manageable 1.1 times, and we do not anticipate it to increase in the foreseeable future. With our strong balance sheet, our primary focus will shift towards Tuck and M&A, funded primarily by our strong free cash flow. We will aggressively pursue deals that are creative to our public company multiple. We see this as a significant opportunity to leverage our free cash flow to substantially grow our business and the scale of the four platform. Furthermore, we maintain the flexibility in favorable terms of a revolving credit facility with over $60 million available to draw should the right accretive opportunity arise. If we utilize the facility, our priority will be to rapidly deleverage as we have proven in the past. In closing, this was a very strong year for our business. As we celebrate these results, our focus is firmly on the exciting opportunities ahead. We will be investing in strategic AI initiatives to expand our audience, enhance user experience, and develop new monetization channels. We will leverage our free cash flow to pursue a creative M&A and drive accelerated growth across our platform. All this is aimed at delivering sustainable, long-term value for our shareholders and employees. And with that, I will pass it back to Rob. Rob?

Thanks, Vince. I think, look, we're really proud of the quarter and the year and ready to answer any questions that all of you might have. So we can open it up for questions.

Thank you. We will now begin the Q&A session. As a reminder, if you would like to ask a question today, please do so now by pressing star followed by the number one on your telephone keypad. If you change your mind or you feel like your question has already been answered, you can press star followed by two to withdraw yourself from the queue. Our first question today comes from Drew McReynolds with RBC Capital Markets. Drew, please go ahead.

Yeah, thanks very much, and good morning. Maybe I'll start with a big picture question, and maybe for you, Rob, you highlighted kind of four of your strategic kind of priorities or pillars. At a high level, you know, the environment continues to evolve. Obviously, your business model continues to impress. I guess the best way to ask this on a big picture is when you kind of think of your new products, the AI evolution, like what do you need to really kind of get right in 2025 to kind of meet your own internal growth objectives for the business? You know, what's the kind of the real important thing for the company to essentially kind of, you know, obviously execute on to, again, kind of get to where you want to get for the business, not just this year, but through the medium term.

Thanks for the question, Drew. So I think as I outlined, I mean, the forum mobile app, while it's still small, continues to really be an area where we think there's great long-term and medium-term potential. And we think that that is a really interesting place to also kind of utilize some of these new AI initiatives. And I think when I talk about those AI initiatives, one of the most exciting parts is really being able to grow our community's audiences. So grow MAUs, improve DAUs. So those kinds of things have really become a focus for us is like, How do we grow the overall audience? And then how do we get that audience coming back more and more often? So when we talk about optimizing the user experience, we're using a lot of AI now to do that. And it's working. And then the third is really around differentiation. And that one is leveraging our strength and product reviews. So that's where we think we have a competitive advantage against players like Reddit. where we think our communities go a lot deeper on topics. There's a lot less noise. People are there, they're very focused on, you know, whether it's their car, their motorcycle, their RV, or even, you know, musical instruments. So that's where I think, you know, we kind of see our long-term competitive moat is just people that want to go really, really deep on these products. And it just creates so much structured data so much really incredible hands on real products content. It's just real human hands, real interaction, real community. So again, for us, it's just kind of executing on all these initiatives that we think grow the size of the pie. And then on the other side, we can just continue to scale through M&A. That's a really exciting part of our business is we can grow it in both ways. And I think we've got a great mix right now, kind of long and short-term initiatives. And again, we're accelerating because of AI.

Yeah, that's really helpful. Thank you for that. And on the M&A playbook for 2025, just housekeeping, is there any at a multiple or purchase price on Enthuse Digital, you know, maybe Vince, you could provide. And then bigger picture on M&A, you know, when you went public initially on a throughout, you know, maybe a dollar amount of M&A you'd like to do, you know, over a period of time, seems like most of what you're thinking of doing, at least from a visibility perspective today, is just reinvesting free cash flow as opposed to relievering. But, you know, maybe just kind of drill down into, you know, what the size of the M&A could look like for 2025.

Yeah. Hey, Drew. Thanks. And thanks for the question. Just starting with the purchase price for Enthuse Digital, what we negotiated with the seller was around $5 million, but as we noted in the disclosure, subject to change based on certain closing requirements, but that's what's been negotiated. All cash deal, no earnouts, very clean. So pretty much down the fairway from a structural perspective compared to what we've done in the past. In terms of sort of M&A and what our objectives are for the year, yeah, as we noted, look, it's With debt being and leverage being at 1.1 times, it's very manageable. Our goal right now is to try to make our business bigger and scale the size of the Flora platform. So foreseeable, if the opportunity arises, we could easily deploy all of our free cash flow towards M&A. But again, timing of that is difficult to predict because these deals sometimes come in spurts. But I would say, you know, all LC being equal, deploying completely our free cash flow towards M&A would be the objective.

Okay, that's great. Last one for me, just in terms of things you can't control, the macro outlook, obviously a very uncertain whiplash type of environment. Thanks for the Q1 commentary. Just, you know, with respect to... any other um i guess expectations for whether it's the resilience of digital advertising in this kind of environment like what are what are some of the things you're particularly focused on to kind of see if there is a a downturn um you know from a macro perspective

Yeah, thanks, Drew. Whiplash, that's a good word. I think I'll reuse that one because it does seem to change day by day, what we read in the newspapers and everything else. So far, we haven't seen indication from advertisers about cancellations or pullbacks or anything like that. But if the rhetoric continues, if the uncertainty continues, that could very well change. We have no idea how that could evolve. What I'd say about our business and how it's done historically through these periods, because of the nature of our customers, the performance-driven nature of the way they work with us, we tend to be very resilient through periods of economic turbulence. Our programmatic business, again, it's more of a performance channel. So, and it continues to be, you know, a very grow, a significantly growing part of the digital or sort of the overall advertising ecosystem. So, you know, there'll be that sort of secular continued shift. I think that will play through any sort of economic turbulence. Obviously the growth rate may not be quite as high depending on how that could evolve. But, you know, we think we're really, really resilient. like we mentioned on the cost base as well, like our cost base is in a great spot. It's lower. Our margins are high. We've got a lot of balance sheet flexibility. So with that in mind, if there is economic turbulence, we'll see that as probably great opportunity to continue to grow. You think M&A could come at more attractive multiples if that were to play out. So, you know, we're ready for really any scenario. We'll continue to push our growth our organic growth agenda, but we'll be opportunistic if the economic environment becomes more challenging. Okay, that's great.

Thanks very much.

Our next question comes from Stephen Lee with Raymond James. Stephen, please go ahead.

Thank you. Hey, guys. Rob, there was some algo changes in December from Google. Doesn't seem to have impacted Q4, but is this something we got to watch going forward?

Hey, Steven. Yeah, thanks for the question. There's definitely, look, it seems like every month there's algo changes. What we tend to focus on is larger shifts, and there hasn't been any larger shifts. You know, what I would call some small rebalancing, you know, Google likely reacting to some negative publicity around Reddit and forums being so, you know, prominent in the search results. I think tried to give a little bit of traffic back to those really niche expert publisher side, small scale. So, you know, Q4, as you saw, was a little lower growth rate than what we expected. experienced in, in Q3. Um, and, and that's, you know, kind of reflected in kind of how we think, you know, Q1 starts to look, um, we, we gave a little bit of kind of color on that in, in the earlier remarks, but generally I would say these are expected fluctuations and rebalancings. And what we've seen is just a very consistent trend that Google is very much, um, favoring user-generated content and understanding its value in the consumer discovery process. And particularly now, if people want to go deeper on topics they love and they want those nuanced answers that, frankly, AI just can't give with any credibility. So they're coming to forums. They want to find, you know, is this a good product from people that have actually used it? That's what we call, like, real hands on real products and real reviews. So generally, I would say, you know, we're not going to see the 20 and 30% type growth rates that we saw last year, just, you know, by nature, we have some pretty, you know, strong quarters that we're going to be lapping. But at the same time, we're pretty excited about some of the initiatives that we've got going on. And you know, the AI powered language translations is one that we think can have a really meaningful impact on our business and help us achieve that kind of, you know, call it 10% year over year organic MAU growth. So generally nothing that I'm concerned about at this point on MAUs or traffic. And frankly, if we can continue to like double and triple down on DAUs and, you know, that's kind of a new focus area for us. that will allow us to expand our communities at a pretty significant growth rate. So that's an exciting part for us as well. And yeah, I think overall, pretty comfortable with where we're sitting from a traffic and algo perspective.

Very helpful, Carla. Well, thanks. And just to ask you on this 10% year-over-year organic MAU growth, so this is inclusive of any churn that you usually see. And then whenever you do M&A, it would be on top of that. So like M2s, for example, they would add 3.5 million MAUs on top of that 10% organic MAU. Is that right?

Yeah, that's correct. And look, some of that organic MAU growth is going to come kind of like Q2 and onwards as we ramp up some of those MAU growth initiatives. But Yeah, I think overall we're hoping to hit that kind of 10% for the full year, and that's organic. And then inorganic would kind of layer on on top of that.

OK, thanks.

The next question comes from David McFadgen with Cormark Securities. David, please go ahead.

Great, thank you. A couple of questions. Sorry, can you just walk us through why you think or you expect MEUs to be flat in Q1 and then all of a sudden pick up to maybe 10% in Q2?

Hey, David. Yeah, thanks. So I think your commentary on Q1 is accurate. And really, what we see happening is our initiatives that we've launched and we've been building up and experimenting and playing with really in Q4 and Q1 will start to get scaled in Q2, Q3, etc. So our traffic growth will be a little bit more towards the back half of the year, including some parts of Q2. But yeah, we're kind of let's call it starting the year off. know and lapping uh i think we were plus 12 percent in q1 last year so um it's really just a matter of timing on on when those initiatives and these are very much like our team building new things it's not uh you know driven by external factors it's very much internal and controllable um when those efforts um are expected to launch and You know, with some of them, it takes time for them to ramp up. Some of them have, you know, kind of engineering costs. Some of them have just scalability. And, you know, you don't want to launch necessarily on 1,200 sites at once. You want to try it on 10 and then 100 and then, you know, 1,200. So there is just some time factors there to make sure that everything goes smoothly.

Okay. When do you expect the enthused – transaction to close.

Hey, David, it's Chris here. I can take that. It's just a matter of days. Yeah, it's a relatively short interim period between signing and closing, just a handful of conditions that need to be fulfilled, but it'll be closed this month.

Okay. And then just on the LLM licensing, you said you're still evaluating that. Do you expect to finalize the deal in 2025?

David, I can take that one as well. Yeah, that's our hope. We've done a lot of work, including internally, to kind of make sure our data is structured in a way that makes it licensable and easier to do these deals. And we're hopeful that we'll see some revenue in the business from licensing in 2025.

Okay. And then just on the EBITDA margin, you said you're targeting margins of north of 40%. You achieved 51% in the fourth quarter. That's quite a range from 40% to 51%. How likely is it that you can maintain EBITDA margins, say, high 40% or 50%?

Hey David, this is Vince. Thanks. Yeah. So the range you commented on in 2024 is driven by the seasonality in our business, right? So, you know, historically, you know, 20% of the revenue lands in Q1 and margins follow suit and 30% in Q4. So you ramp, you know, as the year goes on and margins as a result of all of the operating leverage that we have in the business ramp accordingly as well. Going forward, we still target 40% or better. Because we're still investing in the platform and specifically on a lot of those great initiatives that Rob talked about earlier on in the call. So that 40, 43% range, I think, is where we're comfortable playing in today as we continue to invest. But as you see M&A later on, all of these deals are accretive. You could see that tick up towards 50%. Okay.

All right. Thanks, guys.

Thank you. At this time, we have no further questions. And as a final reminder, if you would like to ask a question today, please do so now by pressing start followed by the number one on your telephone keypad. We have received no further questions and so I'll hand the call back to Rob Laidlaw for closing remarks.

Right. Thank you. And thanks again, everyone, for joining us today. Thank you for the great questions. Feel free to reach out to us. The management team's available if you have any further questions. And really to close, we're really excited about 2025. We feel like we've got the right amount of product momentum, M&A momentum, and we're here to deliver results for our shareholders. So have a great rest of the week. And we look forward to seeing delivering some great results for the rest of 2025. Thank you.

Thank you everyone for joining us today. This concludes our call and you may now disconnect your lines.