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8/13/2025
and I'll be coordinating your call today. After the presentation, you will have the opportunity to ask any questions, which you can do so by pressing start, followed by the number one on your telephone keypad. I would now like to hand the call over to Diane Yu, Chief Legal Officer, to begin. Please go ahead, Diane.
Thank you, Operator. Good morning, everyone, and welcome to Vertical Scope Holding's second quarter 2025 earnings call. I'm joined by Chris Goodridge, our Chief Executive Officer, and Vince Bellissimo, our Chief Financial 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 3 and 6 month period and the June 30th, 2025, which is available under the company's profile on CDAR+, as well as on the company's website. who 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 Chris Goodridge, CEO of Vertical Scope. Chris?
Thanks, Diane, and thanks, everyone, for joining us bright and early this morning. I'm excited to be here for my first call as CEO of Vertical Scope. After five years as COO, I'm grateful for the trust that Rob and the board placed in me at such a pivotal time. Rob's been an incredible leader through many chapters of this company's journey, and I'm thrilled he'll continue to be deeply involved as chair of the board. We've also strengthened our leadership bench with Ezra Menaged stepping into the COO role and Mayor Welker becoming our CTO. Both joined through our Home Talk acquisition in 2021, and both have a track record of innovation and strong execution. Their leadership, along with our experienced senior team, positioned us very well for the road ahead. Now, there's no question the broader internet is going through a period of rapid change, especially in content discovery. Google's AI overviews and evolving search algorithms have shifted traffic patterns across the open web. Over the past couple of years, forums like ours and Reddit benefited from Google rewarding authentic human content. More recently, zero-click search has become a bigger factor, reducing the number of visitors referred from search results to the broader web. Traffic patterns are changing, and while it creates short-term pressure on total MAUs, it also opens a significant long-term opportunity. In an AI-first discovery world, platforms with authentic voices, deep expertise, and strong user connections will stand out. We believe forums like ours, along with Reddit and YouTube, will increasingly become a key step before consumers make decisions, creating higher value user interactions and stronger monetization potential. So with this backdrop, our strategy is simple. Build stronger direct relationships with our users, make their experience richer and more useful with AI, and turn that engagement into diversified revenue streams. On the user side, we're putting greater emphasis on higher quality direct connections, things like scaling out our logged in users and our mobile app. Our login users are far more engaged and valuable, and we're putting a much stronger emphasis on growing them. With more than 50 million registered users, we already have a huge base to work with. And the more directly we connect with them, the less they need to rely on intermediaries to discover new form content. We're seeing solid direct traffic growth, and we'll have a lot more to share on this initiative in the coming quarters. On the engagement side, AI is opening up some powerful new opportunities. We're translating our content into multiple languages to reach entirely new audiences and AI generated summaries are making it easier for new visitors to dive into long detailed threads. We're particularly excited about our new AI powered community assistant that we call Fora Frank. It's Fora's proprietary AI that's trained on our data set of over 2.3 billion posts. Fora Frank was initially rolled out to our communities to encourage posting and help users ask better questions. Now users can tag 4Frank, much like the way people use Grok on the X platform, and it opens up a whole new avenue of engagement and content discovery. We're just scratching the surface with 4Frank's potential, and there are many more applications that we're exploring. It's a really powerful example of how AI can reshape the community experience and improve the value that we can add to our users. And finally, when you have an audience that's both engaged and loyal, and a platform where we own the data, the monetization opportunities expand. Beyond advertising, we're building out branded content offerings, commerce, and data-driven products that leverage the trust and expertise inside our forums. We believe that combination, more direct traffic, richer engagement, and broader monetization, creates a growth flywheel that will get stronger the more that we invest in it. I'll offer a few comments on Q2 before passing to Vince for a deeper dive. Q2 performance was in line with our expectations and prior guidance. MAUs were 90 million, down from record levels last year due to shifting search patterns. Revenue was 14.5 million, down 13% year over year, largely from lower programmatic advertising from both display and video. Despite the recent challenges we've experienced with video ads, we've made some product changes that strengthened performance in June, and we expect video trends to be much stronger in the back half of the year. Direct advertising was around 400,000 lower than last year, largely due to campaign timing, but we're seeing an encouraging pickup in Q3 that bodes well for the coming quarters. We're starting to use AI to provide insight reports, leveraging our form data to some of our major brand clients, and it's opening up new lines of discussion. We think there's an opportunity to turn AI insights into a subscription product and are confident that new revenue opportunities will be surfacing soon from our data. E-commerce revenue was up 41% in Q2, with most of the growth coming from our Ritual acquisition, which closed in April, while our core commerce business was relatively stable. Overall, I'm pleased with how quickly Ritual has fit into our operations and the growth potential it's showing. With Ritual in the fold, and as additional product initiatives pick up, we expect e-commerce will continue to grow by double digits in the second half of the year. The profitability of our business continues to be a real strength. Adjusted EBITDA was $4.3 million with 87% conversion to free cash flow. Our balance sheet is strong, we've got low leverage, and we've got ample liquidity to fund growth. Turning quickly to M&A, we only closed one deal in the quarter with the ritual acquisition in early April, but we've seen a notable pickup in inbound opportunities. I think this is largely because of the broader traffic trends on the open web. If you're an independent community owner, without the benefit of a tech platform, AI roadmap and an engineering team to execute, it's going to be tough to compete. We're keeping our eyes open, but our near-term focus is on reigniting our organic growth. This will put us in an even stronger position to execute on the best M&A opportunities down the road. In closing, our team is energized for this next phase. The value of our communities, their expertise, authenticity and engagement is only going to grow as the digital landscape evolves. AI disruption is here, but we see it as a catalyst for a consumer shift that makes forms more valuable than ever. We have the team, the platform, and the strategy to navigate this change and emerge stronger. And with that, I'll turn it over to Vince to walk through the numbers and comment on our outlook.
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