VerticalScope Reports Sequential Growth in ARPU and Free Cash Flow for Q3 2025

ARPU up 21% year-over-year and 9% sequentially Q3 Adjusted EBITDA of $6.2M, up 45% sequentially Q3 Adjusted EBITDA Margin of 42%, up 12 percentage points from Q2 Q3 Free Cash Flow of $5.9M, up 56% sequentially with 94% conversion Unless otherwise stated, all amounts are in US dollars. Company Website: https://www.verticalscope.com/ TORONTO -- (Business Wire) VerticalScope Holdings Inc. (“VerticalScope” or the “Company”) (TSX: FORA; OTCQX: VFORF), a technology company that has built and operates a cloud-based digital platform for online enthusiast communities, today announced financial results for the third quarter ended September 30, 2025 ("Q3" or "the quarter"). “Our business took several important steps forward in Q3 to execute on the three main components of our long term strategy: grow our direct audience, expand new revenue sources, and drive new AI-based platform improvements,” said Chris Goodridge, CEO of VerticalScope. “Although we continued to experience traffic fluctuations from search-based sources resulting in MAU of 83 million in the quarter, we saw a rebound in October, with over 90 million MAU. We are encouraged that all major traffic sources grew in October, most importantly our direct MAUs. We also made progress in monetization with ARPU growing 21% in Q3 compared to last year driven by growth in direct sales and e-commerce.” Mr. Goodridge added, “AI is unlocking new growth opportunities across our platform that are adding new value for users and expanding our sources of revenue. A good example is our new AI-powered community assistant, Fora Frank, which is helping to support meaningful gains in engagement. We are also close to completing our integration with TollBit’s platform which we expect will open up more opportunities to surface value from data in the quarters ahead.” Financial Highlights for the Three Months Ended September 30, 2025. All comparatives, unless otherwise noted, are versus the same period in the prior year. Sequential comparisons refer to the previous quarter (Q2 2025). Revenue decreased 17% year-over-year to $14.7M, primarily reflecting lower MAU following record highs in the prior year. Revenue increased 1% sequentially, reflecting the stability of our core audience. ARPU increased 21% year-over-year and 9% sequentially, supported by a 40% increase in e-commerce revenue, a return to growth for both direct and video advertising, and a larger share of traffic from direct channels. Adjusted EBITDA was $6.2M, down 16% year-over-year but up 45% sequentially, reflecting cost efficiencies and lower operating expenses recognized in the quarter. Adjusted EBITDA margin expanded 12 percentage points sequentially to 42%, remaining consistent with the prior year. Operating Cash Flow was $4.7M and Free Cash Flow was $5.9M, up 56% sequentially, representing a Free Cash Flow conversion of 94%, compared to 86% in the prior year. Available Liquidity was $68.4M, including $12.4M in unrestricted cash and $56.0M of undrawn revolver capacity. Net loss was $0.4M or $(0.02) per share, compared to net income of $1.2M or $0.06 per share in the prior year, reflecting lower revenue partially offset by reduced operating and income tax expenses. Net loss in the period included non-cash depreciation and amortization expense of $4.8M, compared to $4.4M in the prior year. “The strength of our core business model and our disciplined management approach was evident in Q3,” said Vince Bellissimo, CFO of VerticalScope. “We delivered a 45% sequential improvement in Adjusted EBITDA in the quarter, while achieving a Free Cash Flow conversion rate of 94%. As a result of these strong operating and cash flow results, our financial capacity continues to grow. Unrestricted cash on the balance sheet grew sequentially by 52% in Q3, positioning us to capitalize on new growth opportunities in the quarters ahead.” Earnings Conference Call and Webcast Management will host a conference call and webcast to discuss the Company's financial results at 8 a.m. ET on Thursday, November 6, 2025. Live Call Registration and Webcast: https://www.netroadshow.com/events/login/LE9zwo4BXVmpMFnB5eJzyPlgIiLTN0Lu69R Joining Live by Telephone: Canada: 1 833 950 0062 United States: 1 833 470 1428 Participant Access code: 795453 If you are unable to join live, an archived recording of the webcast will be available at: https://investors.verticalscope.com/. About VerticalScope Holdings Inc. 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 approximately 100 million monthly active users. 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. When used in this news release, words such as “should”, “could”, “intended”, “expect”, “plan” or “believe” and similar expressions indicate forward-looking statements. Forward-looking information, including the Company’s plans for organic growth, deployment of capital, investments in our platform, the growth of revenue and MAU, information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, plans and objectives, 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. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurances can be given that actual results will be consistent with these forward-looking statements. Such risks and uncertainties include, but are not limited to, the implementation and effectiveness of the Company's capital allocation strategy, the availability of high-quality M&A opportunities, dependence on search algorithms and third-party traffic sources, potential disruption from artificial intelligence technologies, evolving privacy and data regulations, macroeconomic conditions affecting advertiser spending, and the factors discussed under "Risk Factors" in the Company’s Annual Information Form dated March 31, 2025, which is available on the Company’s profile on SEDAR Plus at https://sedarplus.ca. 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 news release references certain non-IFRS measures, including Adjusted EBITDA and Free Cash Flow, and Free Cash Flow Conversion as described below. This news 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. The Company uses non-IFRS measures including: “EBITDA” is calculated as net income (loss) excluding interest, income tax expense (recovery), and depreciation and amortization. “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) and other charges that include direct and incremental business acquisition related costs. “Adjusted EBITDA Margin” measures Adjusted EBITDA as a percentage of revenue. “Free Cash Flow” means Adjusted EBITDA less capital expenditures and income taxes paid during the period. “Free Cash Flow Conversion” is equal to Free Cash Flow for the period divided by Adjusted EBITDA for the period. “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. SOURCE VerticalScope Holdings Inc. Related Links http://www.verticalscope.com The following table sets forth a reconciliation of Adjusted EBITDA and Free Cash Flow to net income (loss): (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in thousands of US dollars) 2025 2024 2025 2024 Net income (loss) ($422) $1,207 ($4,629) $645 Net interest and financing expense 808 986 2,372 3,223 Income tax expense (recovery) 97 442 (1,293) 874 Depreciation and amortization 4,769 4,428 14,023 13,493 EBITDA 5,252 7,062 10,472 18,235 Share-based compensation 546 385 1,673 1,174 Share performance related bonus (1) — — — (3) Unrealized loss (gain) from changes in derivative fair value of financial instruments 44 (23) (144) 52 Severance (2) 84 — 1,204 — Other income (2) — (3) — Gain on sale of assets (1) (5) (4) (10) Gain on sale of investments — (1) — (17) Foreign exchange loss (gain) 19 (16) 92 12 Realized other loss — — 94 — Other charges (3) 278 34 775 296 Adjusted EBITDA 6,220 7,437 14,159 19,740 Less capital expenditures (308) (494) (1,019) (1,327) Income taxes paid (51) (530) (414) (273) Free Cash Flow $5,860 $6,414 $12,726 $18,140 (1) Share performance related bonus is included in wages and consulting on the condensed consolidated interim statements of income (loss) and comprehensive income (loss).   (2) Severance is included in wages and consulting on the condensed consolidated interim statements of income (loss) and comprehensive income (loss).   (3)  Other charges are included in wages and consulting and general and administrative on the condensed consolidated interim statements of income (loss) and comprehensive income (loss).  For the three and nine months ended September 30, 2025, these charges include direct and incremental business acquisition related costs. VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Financial Position (In US dollars) (Unaudited)     September 30, December 31,   2025 2024       Assets           Current assets:     Cash $12,381,348 $5,189,315 Restricted cash 105,605 97,244 Trade and other receivables 11,582,370 14,874,882 Lease receivable — 326,267 Income taxes receivable 690,591 784,332 Prepaid expenses 876,315 761,652   25,636,229 22,033,692       Property and equipment 299,292 482,276 Right-of-use asset 1,150,814 1,564,687 Intangible assets 34,689,468 37,597,990 Goodwill 52,635,164 52,635,164 Other assets 133,633 154,497 Deferred tax asset 19,316,885 17,937,708       Total assets $133,861,485 $132,406,014       Liabilities and Shareholders' Equity       Current liabilities:     Accounts payable and accrued liabilities $8,663,492 $6,864,256 Income taxes payable 285,698 426,778 Derivative instruments 1,045 145,068 Deferred revenue 1,055,262 1,125,592 Current portion of long-term debt 653,682 687,875 Lease liability 631,480 946,626   11,290,659 10,196,195       Long-term debt 44,000,000 38,000,000 Lease liability 778,363 1,180,878 Deferred tax liability — 315,607 Other long-term liabilities 26,612 26,612 Total liabilities 56,095,634 49,719,292       Shareholders' equity:     Share capital 159,019,349 163,250,013 Contributed surplus 22,782,152 25,413,119 Other comprehensive loss (145,494) (145,494) Deficit (103,890,156) (105,830,916)   77,765,851 82,686,722 Total liabilities and shareholders' equity $133,861,485 $132,406,014 VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss) (In US dollars) (Unaudited)       Three Months Ended September 30, Nine Months Ended September 30,     2025 2024 2025 2024                         Revenue   $14,688,198 $17,786,704 $42,794,031 $49,197,664             Operating expenses:           Wages and consulting   6,044,589 7,260,759 21,482,797 21,023,470 Share-based compensation   545,547 385,403 1,673,398 1,174,219 Platform and technology   1,787,100 1,920,206 5,501,195 5,139,085 General and administrative   1,042,630 1,180,123 3,485,641 3,640,927 Depreciation and amortization   4,768,585 4,427,753 14,022,509 13,493,365     14,188,451 15,174,244 46,165,540 44,471,066             Operating income (loss)   499,747 2,612,460 (3,371,509) 4,726,598             Other expenses (income):           Other income   (1,655) — (3,479) — Gain on sale of assets   (928) (5,306) (3,869) (10,024) Net interest and financing expense   808,172 985,549 2,371,634 3,223,363 Gain on sale of investments   — (712) — (17,110) Foreign exchange loss (gain)   19,313 (15,993) 92,353 11,648 Realized other loss   — — 94,030 —     824,902 963,538 2,550,669 3,207,877             Income (loss) before income taxes   (325,155) 1,648,922 (5,922,178) 1,518,721             Income tax expense (recovery)           Current   246,143 427,461 402,048 679,826 Deferred   (149,539) 14,827 (1,694,780) 193,756     96,604 442,288 (1,292,732) 873,582             Net income (loss)   ($421,759) $1,206,634 ($4,629,446) $645,139             Other comprehensive income (loss)                       Items that may be reclassified to net income (loss):           Foreign currency differences on translation of foreign operations   — (65,147) — (52,301)             Total comprehensive income (loss)   ($421,759) $1,141,487 ($4,629,446) $592,838             Earnings (loss) per share:           Basic   ($0.02) $0.06 ($0.21) $0.03 Diluted   (0.02) 0.06 (0.21) 0.03 VERTICALSCOPE HOLDINGS INC. Condensed Consolidated Interim Statements of Cash Flows (In US dollars) (Unaudited)       Three Months Ended September 30, Nine Months Ended September 30,     2025 2024 2025 2024             Cash provided by (used in):                       Operating activities:           Net income (loss)   ($421,759) $1,206,634 ($4,629,446) $645,139 Items not involving cash:           Depreciation and amortization   4,768,585 4,427,753 14,022,509 13,493,365 Net interest and financing expense   808,172 985,549 2,371,634 3,223,363 Gain on sale of assets   (928) (5,306) (3,869) (10,024) Gain on sale of investments   — (712) — (17,110) Unrealized loss (gain) in derivative instruments   44,185 (22,850) (144,023) 51,853 Income tax expense (recovery)   96,604 442,288 (1,292,732) 873,582 Share-based compensation   545,547 385,403 1,673,398 1,174,219     5,840,406 7,418,759 11,997,471 19,434,387 Change in non-cash operating assets and liabilities   (322,684) (30,613) 4,705,216 1,828,266 Interest paid   (738,520) (979,387) (2,153,460) (3,212,715) Income taxes paid   (51,300) (530,034) (413,630) (272,505)     4,727,902 5,878,725 14,135,597 17,777,433             Financing activities:           Repayment of term loan   — (625,000) — (1,875,000) Proceeds from issuance of revolving loan   — — 6,000,000 — Repayment of revolving loan   — (5,000,000) — (13,250,000) Cash settlement for vested RSUs   — — (119,753) — Repurchase of share capital for cancellation   — (34,411) (1,845,070) (703,496) Lease payments   (229,712) (334,034) (785,363) (1,035,677) Proceeds from sublease   49,302 148,342 328,244 446,298     (180,410) (5,845,103) 3,578,058 (16,417,875)             Investing activities:           Additions to property and equipment and intangible assets   (308,046) (493,599) (1,022,700) (1,327,217) Proceeds from sale of assets   928 5,666 3,869 11,747 Proceeds from sale of investments   — 712 — 17,110 Acquisitions   — — (9,494,430) (200,178)     (307,118) (487,221) (10,513,261) (1,498,538)             Increase (decrease) in cash   4,240,374 (453,599) 7,200,394 (138,980)             Cash, beginning of period   8,143,612 6,320,979 5,189,315 6,015,184             Change in restricted cash balances   (2,638) (2,305) (8,361) (1,326) Effect of movement of exchange rates on cash and restricted cash held   — (30,739) — (40,542)             Cash, end of period   $12,381,348 $5,834,336 $12,381,348 $5,834,336   View source version on businesswire.com: https://www.businesswire.com/news/home/20251105491090/en/ Contacts: For further information Investor and media inquiries: VerticalScope — Vincenzo Bellissimo, Chief Financial Officer, Tel: 416-341-7166, [email protected] FNK IR — Matt Chesler, CFA, Tel: 646-809-2183, [email protected] Source: VerticalScope Holdings Inc.