VerticalScope Q2 2026 Earnings Report

VerticalScope EPS Results

• Actual EPS: -C$0.06
• Consensus EPS: N/A
• Beat/Miss: N/A
• One Year Ago EPS: N/A

VerticalScope Revenue Results

• Actual Revenue: $19.64 million
• Expected Revenue: N/A
• Beat/Miss: N/A
• YoY Revenue Growth: N/A

VerticalScope Announcement Details

• Quarter: Q2 2026
• Date: 8/13/2026
• Time: After Market Closes
• Conference Call Date: Friday, August 14, 2026
• Conference Call Time: 8:00AM ET

VerticalScope (TSE:FORA) Holdings Inc is a technology company that operates a cloud-based digital community platform comprising hyper-focused apps, forums, marketplaces, editorial, and e-commerce rating and brand review websites.

VerticalScope Q2 2026 Earnings Call Transcript

Key Takeaways

• Positive Sentiment: Q2 showed a meaningful sequential recovery: Revenue rose 20% sequentially to $13.8 million, adjusted EBITDA increased 4% year over year to $4.5 million, and the margin expanded 270 basis points to 32%. Management reiterated its target of maintaining full-year adjusted EBITDA margins above 30%.
• Positive Sentiment: Programmatic advertising improved, with its year-over-year decline narrowing to 8% from 34% in Q1, while direct advertising bookings for the year were pacing 7% ahead of the prior year at the end of July. Affiliate commerce on Fora grew 13% year over year and approached a $1 million annualized run rate, aided by AI initiatives.
• Negative Sentiment: Although average monthly active users grew 14% year over year to 103 million, much of the increase came from paid AudienceEngine traffic, which monetizes below organic search. Total ARPU fell 16% to $0.045, and Google Search traffic remains significantly below prior-year levels.
• Neutral Sentiment: VerticalScope is investing approximately $2 million in AI during 2026 and made a $6.1 million secured debt investment in AltaML, while also pursuing content-licensing agreements and litigation to protect its intellectual property. Management said it is in advanced discussions on a potential recurring AI-content deal, but the timing and materiality remain uncertain.

Presentation

[Operator]

Welcome everyone, and thank you for joining the VerticalScope Holdings Inc. Q2 2026 earnings call. My name is Gabrielle and I will be coordinating your call today. During the presentation, you can register a question by pressing star followed by one on your telephone keypad. If you change your mind, please press star followed by two. I will now hand over to your host, Diane Yu, Chief Legal Officer at VerticalScope Inc. Please go ahead.

[Diane Yu, Chief Legal Officer and Corporate Secretary at VerticalScope]

Thank you, Operator. Good morning, everyone, and welcome to VerticalScope Holdings' second quarter 2026 earnings call. I am joined by Chris Goodridge, our Chief Executive Officer, and Vince Bellissimo, our Chief Financial Officer. We will begin with commentary on the quarter before opening the floor to questions. Before we begin, I would 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.

[Diane Yu, Chief Legal Officer and Corporate Secretary at VerticalScope]

A more complete discussion of the risks and uncertainties facing the company appears in the company's management discussion and analysis for the three and six-month period ended June 30, 2026, which is available under the company's profile on SEDAR+ 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. This 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.

[Diane Yu, Chief Legal Officer and Corporate Secretary at VerticalScope]

Now I will turn the call over to Chris Goodridge, CEO of VerticalScope. Chris?

[Chris Goodridge, CEO at VerticalScope]

Thanks, Diane, and good morning, everyone. Thanks for joining us today. Q2 is the quarter where the work of the past year started to show up in the numbers. Revenue trends are improving, adjusted EBITDA is growing, and margins are expanding. We are producing these results while stepping up investment in the AI initiatives that will be foundational to the future of our growth. Our strategy is unchanged and still anchored in four areas: growing direct connections with our users and our advertisers, diversifying our revenue sources, AI-driven product growth, and using our liquidity and cash generation to make disciplined investments that accelerate growth. Let me start with audience. MAU averaged 103 million in the quarter, up 14% year-over-year. That is our first year-over-year growth since the search landscape shifted last year.

[Chris Goodridge, CEO at VerticalScope]

Most of that growth came from AudienceEngine, a paid traffic source we are still early on in developing, plus a smaller increase from direct users. Google Search traffic has been stable for us in recent months, but is still down significantly from prior year. We have been encouraged by recent product changes Google has made to attempt to surface more links to authentic first-hand discussions like those found in our communities, but these are not yet contributing to growth. On the acquired audience side, this audience is profitable and right now is the main driver of MAU growth. But so far it monetizes at a lower rate than organic search, which is the explanation for lower year-over-year ARPU.

[Chris Goodridge, CEO at VerticalScope]

We are in the early stages of building a new marketing capability for the business to open up new user channels and new revenue sources as the landscape for content discovery on the Internet continues to change. Turning to revenue. We came in at $13.8 million, up 20% sequentially and down 5% year-over-year. Programmatic revenue has been the pressure point for several quarters, and in Q2, the year-over-year decline narrowed to 8% from down 34% in Q1. Getting that gap into single digits is the single most important trend line in the quarter and reflects both improving CPM and impression trends and the ramp in AudienceEngine. Direct advertising was flat in the quarter and is up 3% the first half.

[Chris Goodridge, CEO at VerticalScope]

Q2 results were influenced by timing of campaigns launching, and as of the end of July, direct bookings for the year were pacing 7% ahead of prior year. In July, we also onboarded two new insurance customers as that category continues to show year-over-year improvements. Turning to commerce. Although commerce revenue is down 5% overall due to lower marketplace revenue from Ritual, affiliate commerce revenue on Fora grew 13% year-over-year, driven by our AI initiatives, which is now approaching a million-dollar annual run rate, two times higher than when we last reported. Our product roadmap has several paths to continue to scale this source up. Adjusted EBITDA was $4.5 million, up 4% year-over-year, and margin expanded 270 basis points to 32%.

[Chris Goodridge, CEO at VerticalScope]

As I mentioned at the top, we're benefiting from improved revenue trends and our strong cost discipline while we fund our AI initiatives. I'll turn to those initiatives now. We said at the start of the year that our goal is to become an AI-native company, and while we're still very early in this transformation, this mindset is driving change across our teams as we redefine how our business is run. Our work with AltaML is a key accelerant to this change. AltaML's forward-deployed engineers are helping us unlock new automated workflows across community, content, and sales operations, but this work has also catalyzed a new wave of AI-focused activity across our broader business.

[Chris Goodridge, CEO at VerticalScope]

AI is making our community stronger by improving content moderation and member engagement, increasing the speed with which we can route questions from users to the best positioned members to respond, resulting in more engaging threads and faster answers, and by powering new multi-community experiences that unlock broader network effects across our communities and provide more opportunity for member engagement. AI is also driving revenue improvements, including programmatic and commerce. It's helping make our advertising operations more efficient and effective by improving quality and speed of proposals and streamlining campaign management, leading to better outcomes for our ad partners. It's making our business more efficient across every department. Taken together, these efforts are making us faster, leaner, and more valuable to our members and our partners, and we're just getting started. Turning to AI licensing.

[Chris Goodridge, CEO at VerticalScope]

As I mentioned previously, we're taking a patient approach to developing this line of business, but that also we're prepared to take necessary legal steps to protect our content and intellectual property against unauthorized use. These are complementary paths. Where we can reach fair commercial terms, we will. Where we cannot, we will protect our intellectual property. We're making real progress down both paths. First, we're in advanced discussions with a major technology company on a new deal that will compensate us for contribution to AI-generated responses. That deal isn't done yet, but we're getting close, and we'll provide more information once it's signed. Down the litigation path, in May, we filed a statement of claim in Ontario Superior Court of Justice against OpenAI, and as that's now a matter before the courts, I'm not in a position to offer more information. As that case develops, we'll provide periodic updates.

[Chris Goodridge, CEO at VerticalScope]

Beyond these, we continue to have productive discussions with other potential partners, and other avenues like Pulbit and the Fora API are sourcing smaller incremental opportunities. Overall, the market is taking shape. A quick word on capital allocation. We repaid $12 million on our revolving credit facility in the quarter, bringing gross debt to $32 million, and we ended the quarter with $75.3 million in total liquidity. In early July, we made a $6.1 million secured debt investment in AltaML to fund their continued growth. The investment is interest-bearing and matures in 18 months, with an option for AltaML to extend that to 30 months. We also have the option for equity participation in AltaML's next funding round, providing us with exposure to a growing AI business. Overall, our capital priorities have not changed.

[Chris Goodridge, CEO at VerticalScope]

Fund our highest conviction AI investments, keep reducing debt, and maintain optionality to act on opportunities that meaningfully accelerate our strategy. With that, I will pass it over to Vince to walk through the numbers in more detail. Vince?

[Vince Bellissimo, CFO at VerticalScope]

Thanks, Chris, and good morning, everyone. I appreciate you joining the call today. Last quarter, I noted that Q1 represented both the seasonal and structural low for the year, and that as comparables cleaned up, improved performance would flow directly to our bottom line. Q2 played out the way we described it. Revenue improved sharply on a sequential basis. Adjusted EBITDA returned to year-over-year growth. Margins expanded, and we did all of that while continuing to fund the AI initiatives Chris just walked you through. Q1 was a trough; we said it would be. We believed Q2 was a turn, and most importantly, we turned it using drivers that we managed. Before I get into the details, I want to reiterate the framework we are managing to through this transition because it provides the context for everything that follows.

[Vince Bellissimo, CFO at VerticalScope]

This business has consistently generated strong free cash flow, including through this transition. We have reinvested the cash into initiatives we control, and those investments will now help carry us back to growth. The cash engine itself is not new. It is the most consistent part of our business, the part with the longest track record. What is new is where that capital is being deployed. We are investing directly in controlling our own distribution, primarily through AudienceEngine and through strategic investments we are growing an AI capability that will allow us to drive growth and efficiency throughout the business. Q2 is what the strategy looks like in motion. With that, let me take you through the results. Revenue was $13.8 million, down 5% year-over-year and up 20% sequentially. Well ahead of our typical first to second quarter seasonal step-up.

[Vince Bellissimo, CFO at VerticalScope]

Digital advertising revenue was $10.9 million, down 5%. Chris covered the revenue drivers, so I will add the piece that matters most from my seat. The narrowing of the programmatic decline marks the completion of our lapping of pre-algorithmic traffic volumes, and programmatic remains a meaningful and highly profitable part of our business. E-commerce revenue was $2.9 million in the quarter and grew 7% through the first half, reflecting the full six months of Ritual against the partial period last year. The affiliate commerce line Chris referenced grew 13%, and total e-commerce, excluding Ritual, grew 3% year-over-year in the quarter. AI-driven in-thread commerce experiences continued to scale, and the anticipated declines at Ritual were absorbed while the property continued to contribute positively to adjusted EBITDA. Turning to monetization. Total ARPU in the quarter was $0.045, down 16% year-over-year.

[Vince Bellissimo, CFO at VerticalScope]

Chris gave you the mix reason. Acquired traffic monetizes at a lower reported rate. There is also a presentation reason, and it is that one I want to spend a moment on because the optics and economics tell different stories. Visitors acquired through AudienceEngine are included in our reported MAU at full headcount, while the associated revenue is recognized net of traffic acquisition costs. As the program scales, MAU grows on a gross basis while revenue arrives on a net basis and reported ARPU compresses mechanically. That mix and presentation dynamic is the substance of the ARPU decline, but our core audience monetizes the way it always has. We manage this program for contribution, not for the MAU headline. With every campaign managed against a return threshold and the program contributed incremental revenue, adjusted EBITDA, and free cash flow in the quarter.

[Vince Bellissimo, CFO at VerticalScope]

One more point on AudienceEngine, because it frames how we think about every MAU we report. Whatever the composition of our traffic, organic, direct, or acquired, the platform's job is the same: convert visitors into engaged users and monetize that engagement better over time. AudienceEngine today is optimized for yield. The next phase is engagement. That is where the compounding lives. Turning to our operating performance, net loss narrowed to $800,000 from $1.8 million in the prior year. The improvement was driven by ongoing reductions in our cost base, with total operating expenses declining 13% year-over-year, including an 18% decline in wages and consulting and a 14% decline in platform and technology.

[Vince Bellissimo, CFO at VerticalScope]

The savings in these numbers come from the proactive actions we took to our tech count, to apps and hosting, and the $1.5 million annualized savings we announced last quarter is now fully in the runway. We are redeploying those savings into AI CapEx. The AltaML-driven efficiencies are not yet in these results. With the first phase of applied AI workflows just being deployed into production, we believe the efficiency gains are ahead of us. Consistent with the approximate $2 million in AI-focused capital investments we outlined last quarter, $400,000 of that was invested in Q2, and we remain on track for the full-year program. There is a cultural layer here that does not show up as a line item. The reason we can continue to optimize our cost base is because our teams continue to embrace these tools.

[Vince Bellissimo, CFO at VerticalScope]

Off-the-shelf chatbots, agents, coding systems have helped teams cut the time spent on busywork, automating reports, building connectors, and managing inboxes, to name a few. We are using AI to interrogate our own cost base, eliminating duplicate software and optimizing pricing for renewals. Our proactive actions deliver the savings to fund our AI initiative. The growing adoption of AI across the company is what makes them stick. As Chris noted, adjusted EBITDA was $4.5 million at a 32% adjusted EBITDA margin, our first quarter of year-over-year growth since Q4 of 2024. For the first half, adjusted EBITDA was $6.8 million at a 27% adjusted EBITDA margin. Consistent with the seasonal pattern we have described on prior calls, margins build from the Q1 low through the year toward the Q4 peak. Our expectations on margins have not changed. We continue to target 30%+ margins on a full-year basis.

[Vince Bellissimo, CFO at VerticalScope]

In the quarter, we converted adjusted EBITDA to free cash flow at a rate of 81%, which included the $400,000 step-up in AI-related capital spending. So through the first half, our free cash flow conversion was 83%. Maintaining these conversion mechanics while funding an AI investment program speaks to the durability of our model. Operating cash flow was approximately $400,000 in the quarter and gained $6.4 million in the prior year. I want to take a moment to walk through the headline comparison carefully. There are two key factors at play here. First, as AudienceEngine scaled through the quarter, trade receivables grew to $20 million from about $13 million at the end of Q1, with a meaningful offset in payables for traffic acquisition costs. Those receivables sit with large, well-established platform partners that settle on a short, consistent payment cycle, and our collection experience has not changed.

[Vince Bellissimo, CFO at VerticalScope]

That growth and timing is what drove the net investment in working capital for the period. Second, the prior year quarter included a one-time working capital benefit relating to the Ritual acquisition, driven by assumed short-term liabilities relating to the platform's loyalty program. As we lap this initial quarter of scale from AudienceEngine, we expect the swings in working capital to normalize. Chris covered the capital allocation action, so I'll add the financial framing. We exited the quarter with a total net leverage ratio of 1.24x as defined by our credit agreement and $68 million of undrawn capacity on the revolver.

[Vince Bellissimo, CFO at VerticalScope]

In July, we drew $6 million on the revolver to fund the AltaML investment at a return spread that is above our borrowing cost, bringing the total outstanding balance on our revolver to $38 million and moving our net leverage position a quarter turn to approximately 1.5 times as defined by our credit agreement. Our focus has not changed. Free cash flow will continue to be directed towards strategic AI investments and strengthening our balance sheet. We expect to work off this incremental turn quickly and continue on a path toward low one-time leverage by year-end. As we move into the second half of the year, the difficult comparables are behind us, and the building blocks are in place. Our traffic initiatives, our direct sales relationships, and an AI program that is fully funded by our cost discipline.

[Vince Bellissimo, CFO at VerticalScope]

Each of those is a lever we manage, and we expect results to continue to improve as the year progresses, complemented by work with AltaML, further driving further operating leverage and long-term value for our shareholders and employees. We are now making the transition from lapping to leveraging. With that, I'll pass it back to Chris for some closing remarks.

[Chris Goodridge, CEO at VerticalScope]

Yeah. Thanks a lot, Vince. We will open it up now to questions.

[Operator]

Thank you. To ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by two. When preparing to ask your question, please ensure your device is unmuted locally. Our first question today is from Drew McReynolds from RBC Capital Markets. Your line is now open. Please go ahead.

[Drew McReynolds, Analyst at RBC Capital Markets]

Yeah, thanks very much, and good morning. Just a couple from me. First, on AudienceEngine. I think, Vince, in your remarks, you talked about what appears to be a learning curve here, and you focused on yield moving to engagement. Just obviously a good boost to traffic overall. But from a managing the business and changes to the model going forward, what does that kind of yield to engagement transition look like?

[Vince Bellissimo, CFO at VerticalScope]

Yeah. Thanks, Drew. Thanks for the question. You are right. Right now, we are managing solely to yield. It is a different approach to SEO. These are paid sources of traffic that require a significant amount of capital to be cycled through the business. The good thing is that cycle happens with very large and proven partners. So, really from a working capital perspective, outside of that initial investment we made, it is really not much of an ongoing strand of the business. The solution right now basically funds itself. The transition goes from now building this infrastructure in an ROI-positive way to now pointing this audience towards products, initiatives, apps that live directly on our platform. That is where the strategy comes in, and that is where some initial investment is required. Sort of aligning teams, aligning internal focus and CapEx from that perspective toward those builds.

[Vince Bellissimo, CFO at VerticalScope]

You are transitioning from a world where you have partnered the solution and the solution's short-term returns to build the infrastructure, and now you are going to reinvest that yield into driving products and app type initiatives on our existing platform itself.

[Drew McReynolds, Analyst at RBC Capital Markets]

Okay. Yeah. No, that makes sense. I do not know if this is for you, Chris or Vince. Just big picture here. We are kind of three years, plus or minus, into just kind of consumer generative AI, and wondering across your major communities, again, at a 30,000-foot level, just how consumer behavior of the members are evolving or changing. What are their expectations with respect to AI embedded across the communities, and the content that actually gets generated, how is that evolving? Just wondering if there is any kind of major changes there for the moment or still early days.

[Chris Goodridge, CEO at VerticalScope]

Sure. Thanks a lot for the question. It is a great one. It is one we think a lot about. For sure that you see with consumer behavior when people are looking for basic answers to basic questions, a lot of that is flowing to those AI experiences, right? There is no question about it. It started with ChatGPT, and then Google has evolved its product, its core search product, significantly to do the exact same thing, right? That really is the type of traffic that we had before that we really do not have now from Google as a source. But what the core community users are really looking for are those. And what is not satisfied by the AI experience is tapping into those experiences of other users.

[Chris Goodridge, CEO at VerticalScope]

When people come to our communities now, including for the first time, they are seeking out someone who has actually had the problem they have, and is actually someone who they can engage with to solve that problem. AI can change how people get basic information, but it cannot replace those types of personal connections. The way we see our job and the way we see the evolution of the Fora experience is to provide all the tools possible for our users to unlock those connections, right? Because I think that is the enduring value that exists within platforms like ours. It is fostering those human connections, making those human experiences more available to others. And AI really, within the experience, is a complement to that.

[Chris Goodridge, CEO at VerticalScope]

How do you make sure that the right person, the person who is best placed to answer a question, the question is routed to that person?

[Chris Goodridge, CEO at VerticalScope]

How do you reengage with community members? How do you create network effects more broadly across our communities? AI in the background can help with all those things. But in my mind, it's an accelerant of human behavior. It's not a replacement. That's how we think about it. All the other strategies we have to try to find audience, bring audience in, we're going to continue to explore those and work that. But the core asset and where we think the AI investments can really pay off is unlocking and continuing to support that kind of core community value proposition.

[Drew McReynolds, Analyst at RBC Capital Markets]

Yeah. Understood. Chris, that's well said. Maybe my last one, just on the e-commerce side. I know you walked through a couple of things in your prepared remarks. Just what should we kind of expect here in the back half of 2026 and into 2027? Are there kind of initiatives underneath the hood that kind of make a notable impact on revenue growth? I know ex-Ritual, I think it was up 3% in Q2. Just kind of level-setting expectations here in that line item.

[Vince Bellissimo, CFO at VerticalScope]

Yeah. On e-commerce, Drew, Chris highlighted the run rate on some of the AI initiatives on the Fora that is driving a meaningful annual return right now. So it's at a run rate of $1 million. We expect that to continue to grow. The team is also working on other ways to help surface products within the communities that are relevant and drive additional transaction revenue. We also think what we've built with AudienceEngine could be an unlock for e-commerce. We've proven right now with the infrastructure that from a yield perspective, we're able to target a user and bring a user to something that's relevant to them. So something that they're searching for. That's a pretty powerful skill, especially when you think of the amount of commerce and commerce-type conversations and transactions that are being discussed on our platform.

[Vince Bellissimo, CFO at VerticalScope]

As that infrastructure starts to grow, as we start to work towards turning yield into engagement, we think e-commerce is going to be one of the benefactors of that for sure.

[Drew McReynolds, Analyst at RBC Capital Markets]

Okay. No, that's great. Congrats on the progress. Good to see.

[Chris Goodridge, CEO at VerticalScope]

Thanks, Drew.

[Operator]

Thank you, Drew. Our next question is from Aravinda Galappatthige from Canaccord. Your line is now open. Please go ahead.

[Aravinda Galappatthige, Analyst at Canaccord]

Good morning. Thanks for taking my questions. Just to start off with a housekeeping question. I have some questions on AudienceEngine, but I just wanted to get this out of the way. Vince, on the AltaML arrangement, can you just walk us again through how that plays out through the financials over the next couple of quarters, the fees and the investment, just for modeling purposes? I just wanted to confirm.

[Vince Bellissimo, CFO at VerticalScope]

Aravinda, sure. Are you referring to the sale or to the investment?

[Aravinda Galappatthige, Analyst at Canaccord]

The investment.

[Vince Bellissimo, CFO at VerticalScope]

Okay. The investment itself is just going to appear on our financials as a note receivable with an applied coupon rate. The warrant under IFRS will be valued at the time in July and carry forward and be valued every quarter. TBD on what that fair market valuation is. We will work with our auditors on that. With regards to the engagement, as we said, that is the ongoing work being done on the platforms, the applied AI solutions that are being deployed. It has got a base fee of $1.5 million. Right now that is being capitalized as going through our IDS on a monthly basis at about $300,000 a month. That will carry through to mid-October. So between now and then, you will see that $1.5 million materialize as an addition to CapEx.

[Vince Bellissimo, CFO at VerticalScope]

Subsequently to that, there is a $300,000, approximately, portion of that engagement that is based on performance that is going to be defined once the engagement is done. That is measured on a couple of factors, mostly efficiencies. That is something that we will work with the AltaML team on determining. So the $1.5 million base will flow through CapEx, and that $300,000 will as well once it is determined.

[Aravinda Galappatthige, Analyst at Canaccord]

Okay, that is helpful. Then sort of coming to AudienceEngine, maybe just a couple of questions there. First of all, are you able to give us a sense of what the P&L is on that as it stands today? Is there a prospect of sort of including this into your direct sales efforts as well? I am not sure what the complications of that would be, but maybe just would be interested in your thoughts there.

[Chris Goodridge, CEO at VerticalScope]

I can take the second one, Aravinda, then I will let Vince comment on the P&L. We think there is opportunity. I think it is finding the types of solutions that the direct clients want to feed into. You can see it complementing lead generation, for example, in certain categories, performance type marketing initiatives, where there can be some really nice overlap. The teams are starting to think about those opportunities. We started with programmatic because it was the, I guess, the easiest path for us to monetize, and it is where we had a lot of historical expertise. We do think as we get better with this, we start to understand the value of the audiences better, that we can certainly support direct sales as well.

[Vince Bellissimo, CFO at VerticalScope]

On the P&L, we have not disclosed what AudienceEngine has contributed. Right now it is flowing through programmatic. It was a meaningful part of the improving trends we saw from that channel. We book revenue net of traffic acquisition costs, like I said. That net contribution flows EBITDA at a very similar margin to the rest of our business.

[Aravinda Galappatthige, Analyst at Canaccord]

Okay. Thank you. Just the last one from me on the discussions you are having around content licensing. Should we think of this as something material, in terms of the materiality of it, is there any sense you can give us? Obviously, it is different from your existing arrangement with Fora, but I just wanted to get a sense of the magnitude here.

[Chris Goodridge, CEO at VerticalScope]

Yeah. It is right, Aravinda. It is more of a direct relationship, and Fora is meant to be more of a marketplace to support kind of one-off requests for access to content. We do not have a good sense of materiality yet, like I mentioned in my remarks, but the model is based on contribution to answers. It is going to be new for us. We do think it is worth pursuing, and we do think it can scale. We do not have a great sense yet of how big it could be. What we do see is that a shift in posture with some of the platforms around the need for value exchange, which I think is the really important part of this. When I talk about a market forming, we can see it happening.

[Chris Goodridge, CEO at VerticalScope]

So we'll have more at our next earnings call, and as this develops, we'll share more information.

[Aravinda Galappatthige, Analyst at Canaccord]

That's helpful. Thank you.

[Operator]

Thank you, Aravinda. Our next question is from Scott Copeland from CIBC. Your line is now open. Please go ahead.

[Scott Copeland, Analyst at CIBC]

Great. Good morning, everyone. I just wanted to follow up on the content licensing. Can you imagine this is, not the legal side, but any kind of commercial arrangement. Is it likely a one-time payment, or would it be an ongoing recurring payment for access to the communities?

[Chris Goodridge, CEO at VerticalScope]

Yeah. Good questions, Scott. It is meant to be an ongoing arrangement, not a one-time event.

[Scott Copeland, Analyst at CIBC]

Yeah, great. Could you just clean up what CapEx is going to look like for 2026? I guess the 1.5 and the 300, but there were a lot of numbers moving around. Could you just give us an idea, I guess, on what it will be in the second half and what is run rate after you get through those initial fees, I guess, that you complete in Q3?

[Vince Bellissimo, CFO at VerticalScope]

Yeah. So, hey, Scott. Like I said, we are on track to deploy that $2 million full year. That is an incremental investment in AI. We deployed about $0.5 million of that in Q2, so you have another $1.5 million to go on top of our normal run rate for other internal e-development initiatives. In terms of next year, TBD. I would say from a baseline, that internal $1 million-$1.5 million will probably remain because that is just ongoing work that we are doing on the existing platform. The interesting thing around applied AI and just AI development in general, is that it by nature allows you to deploy things quite quickly, and the way you deploy things in an automated way, in a lot of cases, does not follow the rules of IFRS for capitalization.

[Vince Bellissimo, CFO at VerticalScope]

It is going to be difficult to tell once we deploy this first phase of work what that will materialize to by next year. But I would say, looking forward, it is probably your baseline. The $1 million-$1.5 million is what it will take. TBD on anything AI related from that point forward.

[Scott Copeland, Analyst at CIBC]

Okay. From a margin point of view, is 30%+ the right number to think about in this environment over the next year or two?

[Vince Bellissimo, CFO at VerticalScope]

On a full year basis, yes.

[Scott Copeland, Analyst at CIBC]

Yeah. Okay. That conversation you started at the beginning where human connections are worth something in this new environment we're all in. Are there any, I guess, early movements you're seeing in your top forums that give you some confidence that this is going to play out in a material way? Maybe share some examples in some of the larger forum areas that you thought of.

[Chris Goodridge, CEO at VerticalScope]

Yeah. Thanks, Scott. For sure, we're seeing really strong behavior from our core audience, and the participation rates of members continues to be really, really strong. The key for us, like I mentioned earlier, is taking that from some of our larger communities and building more of a true network effect across the rest of the communities in the business. That, I think because those larger communities do tend to benefit from higher levels of activity. How can we permeate that through the rest of our forums? That's something we're actively working on. I think the comment now for us is just that the stable contribution from a lot of those users continues, and our job is to build upon it and give them more and more opportunities and surfaces to engage.

[Scott Copeland, Analyst at CIBC]

When you think about future adjustments from Google, they talked about prioritizing human content. What do you think that looks like if we think about 2027 beyond? Another algo hit to consider in terms of modeling MAU, or do you feel like you're going to have a more structural growth rate?

[Chris Goodridge, CEO at VerticalScope]

Yeah, I think we feel like we have a more structural growth rate. Like I said, the surface level queries that are being picked up by AI Overviews, I think that's largely played out. I'm not sure that everyone else's experience with Google Search, but AI Overviews and AI answers and everything else is ubiquitous on the search experience today. I think we're getting the highest quality traffic there, the stickier traffic, the traffic that really is seeking out the communities through Google. A good portion of the Google Search traffic we get as well is branded, right? It's people who are actually looking for the forums or looking for the communities. That really you could think of as direct traffic as well.

[Chris Goodridge, CEO at VerticalScope]

So, we think we're in a really good spot with respect to that base of traffic, and we think we've got a base to grow from here.

[Scott Copeland, Analyst at CIBC]

Yeah. Do you have a view on? I mean, you saw the bounce from Q1. Seems like that's maybe a stabilization, but do you have a view? Is this a single digit grower? Does it move back to double digits with everything you're working on? What's your thoughts on that?

[Chris Goodridge, CEO at VerticalScope]

Yeah, I wouldn't want to put a number on it. I just think we're in a position to grow, right? Whether it's single digits or double digits. To emphasize what Vince is talking about, all our initiatives are focused on trying to drive profitable growth out of our user base. We're not looking to just push a headline MAU number, right? We're really trying to build a fundamentally sound approach to audience, which we've always had. Margin contribution, all those types of things are very important to us when we think about these strategies. That's not going to change. The MAU number will be part of the mix, but I think more importantly, it's the value we provide to those users and the value we're able to create for the business. That's really the focus.

[Scott Copeland, Analyst at CIBC]

Great. I appreciate that color. Thanks a lot.

[Chris Goodridge, CEO at VerticalScope]

Thanks.

[Operator]

Thank you, Scott. As a reminder to ask a question, please press star followed by one on your telephone keypad. As a final reminder to ask a question, please press star followed by one on your telephone keypad. In turn, we have no further questions, so I will hand back to Chris Goodridge, CEO, for closing remarks.

[Chris Goodridge, CEO at VerticalScope]

Thank you very much. Thanks for the questions today and for the engagement. We look forward to seeing everyone again in a few months and reporting on the progress that we have. Enjoy the rest of your summer.

[Operator]

Thank you. This concludes today's VerticalScope Holdings Inc. Q2 2026 earnings call. Thank you for joining. You may now disconnect your lines.

Participants

Executives

• Diane Yu, Chief Legal Officer and Corporate Secretary
• Chris Goodridge, CEO
• Vince Bellissimo, CFO

Analysts

• Drew McReynolds, Analyst at RBC Capital Markets
• Aravinda Galappatthige, Analyst at Canaccord
• Scott Copeland, Analyst at CIBC