VerticalScope Holdings Inc.

have the opportunity to ask any questions which you can do so at any time by pressing start followed by the number one on your telephone keypad. I will now hand over to our host Diane Yu, Chief Legal Officer to begin. Please go ahead Diane.

Thank you operator. Good morning everyone and welcome to Vertical Scope Holdings first quarter 2025 earnings call. I'm joined by Rob Liedlaw, our founder, chair and 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 and analysis for the three month period ended March 31st 2025 which is available under the company's profile on Cedar Plus 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 to adjust 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 VerticalScope. Rob?

Thanks Diane. Good morning everyone and thank you for joining us today. Q1 was a challenging quarter for our business. Coming off of a very strong 2024 we were provided with an uphill battle from the beginning of the quarter with changes around the treatment of certain programmatic video ad units. While these changes came without notice they will give us the opportunity to place more focus on our direct sales team in order to not only replace this revenue but significantly increase the CPMs. Outside of video programmatic revenue was actually up in the quarter albeit single digits but a positive sign that our tech stack is still working well there. I want to spend most of my time today speaking about MAUs. In the quarter our MAUs were 104 million with Q1 typically being the strongest quarter of the year. On a -over-year basis with the 2025 March core algorithm hitting we saw monthly patterns showing January down 1.8%, February with one less day than last year down .7% and March down 16%. I cautioned that last year Q2 was unusually strong as Google algorithms at the time were driving record traffic levels to our forum communities. With a strong comparable in Q2 we expect the percentage loss year over year to increase with MAUs likely to come in around 90 million based on current data we're seeing. I think there are a few points to touch on. These algorithms happen quite regularly and we've been dealing with them for many many years. Typically you will see multiple algorithms per year sometimes as many as 10 to 12 updates. Some of these are smaller and some are larger. In the past year and a half we've been major beneficiaries as Google drove more traffic to user-generated foreign communities like ours and as it sought to send traffic to authentic voices rather than AI-generated content. Today Google seems to be more focused on driving traffic to its own AI overviews and YouTube and we have read a few studies and articles recently that show other publishers are being similarly affected. While Reddit seems to be at least somewhat affected they have built a very strong DAU base on their mobile app and are continuing to benefit from platform investments. In order to counteract the challenges we're focusing on two key paths. First we are improving our own AI to provide users with better quicker and faster answers and in their native languages with translations. AI translations are already proving their value with approximately 2 million MAUs now visiting one of our translated experiences on a run-write basis. Fortunately these users are also continuing to engage at 80% of the level of the English language visitors. This bodes well for our content flywheel. With Answers we are moving towards creating interactive answers experiences and increasing the quality of responses that users can expect when visiting a foreign community. While we may not have as large of a user base as Reddit we most certainly have high quality long form in-depth responses to highly technical questions. We play in verticals like automotive with high consumer spending on big ticket items. According to recent studies these are the places where users want social proof. Even when AI gives them an answer they want to back it up with social proof from forums Reddit and YouTube to make sure they are getting sound advice before making their purchase. Second we are turning up the attention on our direct sources of traffic that do not require a search engine. Our forum mobile app is giving users who are full network of content on mobile devices and we have also significantly stepped up our efforts on email newsletters and engagements. We will be ramping up investment in all direct traffic sources throughout the remainder of the year and into 2026 to reduce our traffic volatility from search for the long term. We believe that over the long run as AI begins to answer users questions before they get to organic search results that our communities will become an increasingly valuable way to reach consumers during their product purchase experience. The usage of our communities, the new and novel questions being asked and the quality of responses from authentic humans will provide significant long-term value in the changing digital landscape. AI disruption is already here and I continue to believe that this is the beginning of a consumer shift in behavior that will result in forums becoming more valuable. The business model will shift alongside consumer attention and over time we should see our ARPU benefit from this new user attention model where forums, Reddit and YouTube become the last step before making a purchase. As a company and as a management team we understand that it's been a difficult quarter and for those of you that have been around since the IPO a challenging stock to navigate with various ups and downs. However, I urge you to think about your own usage pattern, where value lies in the overall ecosystem and how in an AI-driven world that we're in, the new forms become even more important for authenticity and real human connection. These are passionate enthusiasts that we serve every day and aren't going away. The model is evolving and in this change our communities will be even greater assets to our business and our shareholders. With that I will turn it over to Chris and Vince to walk you through the numbers.

Thanks Rob and good morning everyone. Thanks for joining the call. After a strong finish to 2024, the first quarter brought some challenges that impacted our top line. That said, as Rob mentioned, we've got several key initiatives in motion that we expect will set us up for better results as the year progresses. Q1 revenue came in at 13.6 million down 8% year over year. That was mainly driven by an 8% decline in MAUs while ARPU held steady. It's worth noting that our recent acquisitions didn't really contribute to Q1. Enthused digital closed at the end of March and we completed the acquisition of Ritual Technologies in April. Ritual is a nice complement to our forms business and communities like Red Flag Deals and brings both mobile and commerce capabilities to Vertical Scope. Turning to advertising, revenue for the quarter was 11.5 million down 1 million from last year. That drop was evenly split between programmatic and direct. On the programmatic side, revenue is down 6% mainly because of lower video CPMs tied to the classification change that Rob mentioned and we previously referenced. Essentially, the format of video ads that we run with sound off unless enabled by the user is classified differently in the ad server than ads that have sound automatically turned on. We believe our approach is better for user experience and so we're If you exclude video, programmatic actually grew 2% in Q1. A good sign that the work our ad tech team has done over the past several quarters is paying off. We had over 40 different demand partners contribute to programmatic revenue in Q1 and we continue to add new partners and experiment with new formats and we're optimistic that this work will contribute to ARPU gains in the upcoming quarters. Also encouraging, Google definitively called off its plans to phase out third party cookies in the Chrome browser in April. This adds some welcome stability to the broader programmatic landscape. On the direct side, the quarter started off a bit slow with recognized revenue down half a million from last year. A handful of campaigns mainly in power sports and outdoor categories got pushed to later into the year. That said, direct bookings for the year are up 2% compared to this time last year which gives us confidence that business will pick up as the year progresses. While there's still some uncertainty around US trade policy, we expect more clarity and momentum as we move forward. Turning to e-commerce, revenue is 2 million in the quarter down 8% year over year and made up about 15% of total revenue. The good news is that 2 thirds of that revenue is subscription based which continues to provide nice stability. With ritual now in the fold, we expect e-commerce to return to double digit growth in 2025 and we'll have more to share on that in the upcoming quarter. Lastly, a quick update on M&A. Things have picked up for us this year with four acquisitions already closed including Enthused Digital in March and Ritual in April. Early results from Enthused are encouraging. We're seeing 30 to 40% gains in programmatic as we roll out our ad tech which reinforces the value that we can bring to acquired communities. M&A continues to be an attractive option for capital deployment. We have a solid pipeline and we're in a great spot financially which allows us to act quickly and decisively on the right opportunities. We'll continue to be very selective given the broader macro environment and only close on the very best opportunities. With that, I'll hand it over to Vince to take you through the rest of the financials.

Thanks Chris and good morning everyone. We appreciate you all joining the call today. As mentioned earlier, Q1 was a challenging quarter on several fronts. We experienced weaker video advertising CPMs, a slower start in direct and organic traffic headwinds particularly so were at the end of the quarter following Google's March core algorithm update. Despite these pressures, our core business continues to demonstrate resiliency. We remain focused on operational discipline, financial flexibility and maintaining a strong balance sheet as we invest for the future. Let me walk you through some of the financial results. As Rob and Chris highlighted, revenue declined 8% in the quarter primarily due to softness in video advertising which is a high margin contributor to our consolidated results. These declines flow directly through to the bottom line. We generated a net loss of 2.4 million in the period, a 1.2 million less favorable position compared to the prior year. Adjusted EBITDA came in at 3.6 million representing a 27% margin versus 5.2 million and a 36% margin in the same quarter last year. The -over-year decline was largely driven by the lower revenue base alongside a modest increase in operating expenses tied to key initiatives in areas like SEO and AI. That said, we continue to take a disciplined approach to managing our cost base and remain focused on identifying additional areas for efficiency. More importantly, our business continues to generate strong free cash flow. Operating cash flow was 3 million for the quarter and free cash flow was 3.1 million reflecting an 86% free cash flow conversion from adjusted EBITDA. Our ability to convert EBITDA into cash is a core strength of our business model and has remained consistent even during volatile periods. We ended the quarter with a net leverage ratio of 1.24 times as defined by our credit agreement and within our target range for the year of 1 to 1.5 times. A strong balance sheet and ample liquidity positions us well to navigate near-term uncertainty and pursue growth opportunities. In Q1, we deployed 5.5 million toward M&A, acquiring 23 online communities. These communities are now being integrated into our hosting environment and programmatic stack and are contributing synergized results. Our capital allocation strategy remains disciplined. A creative tuck in M&A continues to be our top priority and the current environment could lead to a healthier acquisition pipeline as forum owners become increasingly frustrated with evolving search dynamics and a more challenging macro backdrop. That said, we will continue to be selective and valuation disciplined in deploying capital. In parallel, we've taken an opportunistic approach to share pre-purchases under our 8th NCIB, buying back 518,000 shares year to date at an average price of $4.89 Canadian per share. Before wrapping up the financials, I want to briefly touch on our recent change in auditor. On May 8th, the board approved the appointment of MNP LLP as our new independent auditor. The change was operational in nature and not the result of any reportable events or modified opinions. MNP has made meaningful investments in their TMT and public company practice and has built a strong track record with companies of our size. We look forward to working with their team on a smooth transition and continuing to uphold the highest standards in our financial reporting. I'd also like to thank KPMG for their years of service and support through many significant milestones. Investor focus remains on our ability to stabilize and grow traffic, especially in the pressures across digital advertising. We take that seriously and these priorities are aligned with our own. Our initiatives around SEO, AI-driven optimization, and user engagement are designed to respond to these shifts. We're moving with urgency and not waiting for the environment to improve. Some have also asked about the achievability of our full year outlook, particularly in the light of other platforms stepping back from guidance amid continued macro uncertainty. We recognize there are variables at play, but based on what we see today, we continue to believe our full year outlook remains appropriate and achievable. Our actions are grounded in a clear strategy to grow engagement and deepen direct relationships with our communities. We are pragmatic, not passive, and our scale, platform, and balance sheet provide the flexibility to navigate whatever comes next. In closing, Q1 presented a share of challenges, but the strength of our financial position and resiliency of our business model allows us to continue executing through dynamic market conditions. We're balancing cost discipline with forward-looking investment, especially across our AI-driven roadmap, where we're focused on rebuilding traffic, improving monetization, and driving long-term value for our shareholders and employees. Thanks again, and now I'll hand it back over to Rob.

Thanks, Vince. Operator, we can now open it up for questions.

Thank you. We'll now begin the question and answer session. As a reminder, if you'd like to ask a question today, please do so now by pressing start, 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 start, followed by two to withdraw yourself from the queue. The first question today comes from Aravinda Galapatiga with Canaccord Genuity. Please go ahead,

Aravinda. Good morning. Thanks for taking my questions. Two for me. Rob, the way that you describe the sort of the core Google algorithm change, I mean, it does seem that this is a little bit more different and perhaps with more sustained impact on sort of your organic MAUs. How should we think about the recovery, you know, outside of sort of the fact that obviously you're leveraging sort of the language translation and the mobile app and so forth and some of the investments that you made. Should we expect, I mean, you obviously gave us an indication of what Q2 is, that at an organic level, there may be, you know, a semi-permanent sort of a loss of MAUs until you sort of, you know, recapture them with some of your more deliberate efforts. I mean, is that the way that we should think about this?

Thanks, Aravinda. Yeah, look, I think the MAU question is interesting and certainly it's a pretty dynamic and evolving space. So what I would say with this core Google algorithm, you referred to kind of being different. I would say, look, we've been dealing with different Google algorithms for like 20 years now, so they're all different. I think the different part about this one is probably Google's desire or insistence on trying to send more of the search queries to its own AI overviews and, you know, really kind of pushing the organic search results further down the page in order to ultimately, you know, compete with chat GPT in terms of their own business and technology and placement within the market and everything else. So I would say that's the core difference and I would say that affects not just our business, but really, you know, everybody that relies on any sort of Google organic search traffic. So call it the entire digital media ecosystem. So that's probably the different part and we do feel like that the AI overviews probably have a somewhat more sustained impact and yet, you know, when you think about it in terms of rankings and a lot of the studies we're reading right now, especially like some of the really in-depth user studies that are showing what users do after reading those AI overviews, they do tend to seek that social proof and that's where we think, you know, as that happens and as that evolves, behavior of advertisers, the flow of dollars will begin to change and really come to, I think, the three sources that have been identified in those studies, forums, Reddit, YouTube. Those are the three places that people are looking for social proof. They want to make sure the advice they're getting from AI is correct and those are the three places where they can kind of rely on it being human advice. So what do we do in the face of that? And in our view is when they do get to our forums, how do we make sure they're getting the right answer, the compiled answer, because not everybody, especially in an AI world, wants to read a 15 or 20 page thread. So how do we pull those most relevant answers forward for them? And that's where we're actually seeing when we pull some of those more relevant pieces forward, when we make the titles easier to read, when we, you know, kind of obviously translate it into different languages, but, you know, just do all these kind of UX tweaks, make the user experience better. That's where we are seeing some recovery and we expect that there's probably like, you know, there's some recovery, maybe not a full recovery, but again, for all you know, the next Google algorithm could again say, oh, look, all these people are looking for social proof, let's push the forums a little more. So I think this is going to be a very dynamic situation over the coming quarters, but generally I would expect to see, you know, hopefully some recovery, but also with some, you know, kind of changing landscape in terms of how AI overviews and organic search results play together. And then, you know, we go back to the obvious question, which is, well, having all those AI overviews been written based on the backs of the hard work of users, of writers, journalists, et cetera. And the answer is yes. I mean, all of those LLMs have scraped the web and that's a real challenge. And that's where we get into LLM licensing deals, which again is kind of, you know, at what point do you flip from they're stealing your data to they're paying for your data. And that's still, you know, kind of an open question for us to say how much we want to give them and how much we think it's worth.

Okay, that's really helpful. Thanks, Rob. And maybe just an interim question there. The sound off feature that Chris mentioned, is that connected to this or I mean, how should we pass the impact, like the reduction in outlook versus the core algorithm change as opposed to the video, like the sound off factor that he mentioned?

Yeah, Aravinda, Chris here, I can take that. So that really is, it's unrelated to what Rob's talking about, first of all, as far as the traffic patterns and everything else. But as far as the key contributor and what the key contributor for us in 2024, if you look at Q1 last year, we were pushing around 15% of total programmatic in that ballpark from video. Now it's a bit, you know, a little over half of that amount. So, you know, so it's something that we need to navigate. As I mentioned, you know, from a user experience perspective, the user comes first for us. So we're going to have ad experiences that complement that user experience that make that user experience better, not putting things that are disruptive or really impact that flywheel of content generation that we that are really critical to our business. So that's how we think about the ad experiences. We think there are there are opportunities to evolve that and improve it over time. But the user role will always come first for us. But yeah, that pullback certainly has an impact on the overall outlook.

Okay, and last quick question to Vince. You know, Rob mentioned some sort of investments around sort of driving traffic, you know, so the email marketing, the newsletters and so forth. You know, should we expect a little bit of that investment to sort of hit margins? I know you've given full your guidance, but I'm just trying to get a sense of the cadence there.

Thanks. Yeah, here, Vinda. Thanks for the question. So I think the short answer to that is yes. The investments we're making in these carriers will come with incremental costs, especially when dealing with different models for translations, email partners, ID solutions, even some of the consulting fees, year over year increase you saw there was related to getting external expertise and help to help accelerate some of these strategies. So overall, we'll continue to invest in these initiatives and you will see an impact to margins. You know, we did guide, you know, from an EBITDA and pre-cash flow perspective, I would say from a margin profile perspective, you're likely looking at margins based on that guidance in the low 30s.

Thanks, I'll pass the line.

Thank you. At this time, we have no further questions registered. And so as a final 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. With that, we have no further questions. And so I'll turn the call back over to Rob Laidlaw for closing remarks.

Great. Thank you, everybody, for joining today's call. Please feel free to reach out to management if you have any further questions. We're here to answer your questions. And, you know, looking forward to delivering better results as we go forward and hitting our full year numbers here. So have a great rest of your week. Thanks, everyone.

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