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Non-IFRS Measures
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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 MAU, which is an operating metric 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.
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The Company uses non-IFRS measures including:
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“EBITDA” is calculated as net income (loss) excluding interest, income tax expense (recovery), and depreciation and amortization.
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“Adjusted EBITDA” is calculated as 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), realized and unrealized other loss (gain), impairment and other charges that include direct and incremental business acquisition related costs.
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“Adjusted EBITDA Margin” measures Adjusted EBITDA as a percentage of revenue.
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“Free Cash Flow” means Adjusted EBITDA less capital expenditures and income taxes paid during the period.
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“Free Cash Flow Conversion” is equal to Free Cash Flow for the period divided by Adjusted EBITDA for the period.
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“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.
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The following table sets forth a reconciliation of Adjusted EBITDA and Free Cash Flow to net loss:
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(Unaudited) | Three Months Ended March 31, | |
(in thousands of US dollars) | 2025 | 2024 |
Net loss | ($2,416) | ($985) |
Net interest and financing expense | 748 | 1,163 |
Income tax recovery | (454) | (124) |
Depreciation and amortization | 4,424 | 4,565 |
EBITDA | 2,302 | 4,619 |
Share-based compensation | 1,252 | 421 |
Share performance related bonus ⁽¹⁾ | — | (3) |
Unrealized loss (gain) from changes in derivative fair value of financial instruments | (50) | 56 |
Gain on sale of assets | — | (4) |
Gain on sale of investments | — | (16) |
Foreign exchange loss | 56 | 27 |
Realized other loss | 68 | — |
Unrealized other loss | 26 | — |
Other charges ⁽2⁾ | (12) | 127 |
Adjusted EBITDA | 3,641 | 5,227 |
Less capital expenditures | (446) | (435) |
Income taxes received (paid) | (75) | 377 |
Free Cash Flow | $3,120 | $5,169 |
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(1) | Share performance related bonus is included in wages and consulting on the condensed consolidated interim statements of loss and comprehensive loss. | ||
(2) | Other charges are included in general and administrative on the condensed consolidated interim statements of loss and comprehensive loss. For the three months ended March 31, 2025 and March 31, 2024, these charges include non-recurring legal related costs. |
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VERTICALSCOPE HOLDINGS INC. | ||
Condensed Consolidated Interim Statements of Financial Position | ||
(In U.S. dollars) | ||
(Unaudited) | ||
March 31, | December 31, | |
2025 | 2024 | |
Assets | ||
Current assets: | ||
Cash | $5,014,293 | $5,189,315 |
Restricted cash | 93,915 | 97,244 |
Trade and other receivables | 11,954,451 | 14,874,882 |
Lease receivable | 187,936 | 326,267 |
Income taxes receivable | 442,085 | 784,332 |
Prepaid expenses | 891,834 | 761,652 |
18,584,514 | 22,033,692 | |
Property and equipment | 417,458 | 482,276 |
Right-of-use asset | 1,426,728 | 1,564,687 |
Intangible assets | 39,279,536 | 37,597,990 |
Goodwill | 52,635,164 | 52,635,164 |
Other assets | 116,556 | 154,497 |
Deferred tax asset | 18,487,560 | 17,937,708 |
Total assets | $130,947,516 | $132,406,014 |
Liabilities and Shareholders’ Equity | ||
Current liabilities: | ||
Accounts payable and accrued liabilities | $4,454,083 | $6,864,256 |
Income taxes payable | 423,025 | 426,778 |
Derivative instruments | 95,417 | 145,068 |
Deferred revenue | 987,415 | 1,125,592 |
Current portion of long-term debt | 606,257 | 687,875 |
Lease liability | 800,189 | 946,626 |
7,366,386 | 10,196,195 | |
Long-term debt | 41,000,000 | 38,000,000 |
Lease liability | 1,031,312 | 1,180,878 |
Deferred tax liability | — | 315,607 |
Other long-term liabilities | 26,612 | 26,612 |
Total liabilities | 49,424,310 | 49,719,292 |
Shareholders’ equity: | ||
Share capital | 166,275,747 | 163,250,013 |
Contributed surplus | 23,639,378 | 25,413,119 |
Accumulated other comprehensive loss | (145,494) | (145,494) |
Deficit | (108,246,425) | (105,830,916) |
81,523,206 | 82,686,722 | |
Total liabilities and shareholders’ equity | $130,947,516 | $132,406,014 |
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VERTICALSCOPE HOLDINGS INC. | |||
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss | |||
(In U.S. dollars, except per share amounts) | |||
(Unaudited) | |||
Three Months Ended March 31, | |||
2025 | 2024 | ||
Revenue | $13,565,517 | $14,723,444 | |
Operating expenses: | |||
Wages and consulting | 7,162,204 | 6,940,033 | |
Share-based compensation | 1,251,993 | 421,241 | |
Platform and technology | 1,639,598 | 1,543,535 | |
General and administrative | 1,060,465 | 1,192,625 | |
Depreciation and amortization | 4,423,575 | 4,564,628 | |
15,537,835 | 14,662,062 | ||
Operating income (loss) | (1,972,318) | 61,382 | |
Other expenses (income): | |||
Gain on sale of assets | (340) | (3,620) | |
Net interest and financing expense | 747,818 | 1,162,932 | |
Gain on sale of investments | — | (16,398) | |
Foreign exchange loss | 55,655 | 27,380 | |
Realized other loss | 67,577 | — | |
Unrealized other loss | 26,453 | — | |
897,163 | 1,170,294 | ||
Loss before income taxes | (2,869,481) | (1,108,912) | |
Income tax expense (recovery) | |||
Current | 411,484 | 88,618 | |
Deferred | (865,456) | (212,937) | |
(453,972) | (124,319) | ||
Net loss | ($2,415,509) | ($984,593) | |
Other comprehensive loss | |||
Items that may be reclassified to net loss: | |||
Foreign currency differences on translation of foreign operations | — | 26,245 | |
Total comprehensive loss | ($2,415,509) | ($958,348) | |
Loss per share: | |||
Basic | ($0.11) | ($0.05) | |
Diluted | (0.11) | (0.05) |
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VERTICALSCOPE HOLDINGS INC. | |||
Condensed Consolidated Interim Statements of Cash Flows | |||
(In U.S. dollars) | |||
(Unaudited) | |||
Three months ended March 31 | |||
2025 | 2024 | ||
Cash provided by (used in): | |||
Operating activities: | |||
Net loss | ($2,415,509) | ($984,593) | |
Items not involving cash: | |||
Depreciation and amortization | 4,423,575 | 4,564,628 | |
Net interest and financing expense | 747,818 | 1,162,932 | |
Gain on sale of assets | (340) | (3,620) | |
Gain on sale of investments | — | (16,398) | |
Unrealized loss (gain) in derivative instruments | (49,651) | 55,668 | |
Unrealized other loss | 26,453 | — | |
Income tax recovery | (453,972) | (124,319) | |
Share-based compensation | 1,251,993 | 421,241 | |
3,530,367 | 5,075,539 | ||
Change in non-cash operating assets and liabilities | 235,553 | 1,443,964 | |
Interest paid | (724,547) | (1,162,852) | |
Income taxes received (paid) | (75,030) | 377,086 | |
2,966,343 | 5,733,737 | ||
Financing activities: | |||
Repayment of term loan | — | (625,000) | |
Proceeds from issuance of revolving loan | 3,000,000 | — | |
Repayment of revolving loan | — | (2,375,000) | |
Repurchase of share capital for cancellation | — | (233,226) | |
Lease payments | (323,279) | (360,982) | |
Proceeds from sublease | 140,940 | 150,078 | |
2,817,661 | (3,444,130) | ||
Investing activities: | |||
Additions to property and equipment and intangible assets | (5,902,344) | (434,611) | |
Proceeds from sale of assets | 340 | 4,114 | |
Proceeds from sale of investments | — | 16,398 | |
(5,902,004) | (414,099) | ||
Increase (decrease) in cash | (118,000) | 1,875,508 | |
Cash, beginning of period | 5,189,315 | 6,015,184 | |
Change in restricted cash balances | 3,329 | 4,266 | |
Effect of movement of exchange rates on cash and restricted cash held | (60,351) | 13,078 | |
Cash, end of period | $5,014,293 | $7,908,036 |
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Contacts
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For further information
Investor and media inquiries:
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VerticalScope — Vincenzo Bellissimo, Chief Financial Officer, Tel: 416-341-7166, [email protected]
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FNK IR — Matt Chesler, CFA, Tel: 646-809-2183, [email protected]
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