EMERGE Commerce Ltd. ($ECOM)

Good morning, and welcome to EMERGE Commerce Fourth Quarter 2025 Results Conference Call. [Operator Instructions] This call is being recorded on April 29, 2026. Your host for today are Ghassan Halazon, Founder and Chief Executive Officer; and Dasha Enenko, Chief Financial Officer. Before we begin, I am required to provide the following statement respecting forward-looking information, which is made on behalf of EMERGE and all of its representatives on this call. Certain statements made on this call will contain forward-looking information. These forward-looking statements generally can be identified by the use of words such as intend, believe, could, expect, estimate, forecast, may, and other words of similar meaning. This forward-looking information is based on our opinions, estimates, and assumptions in light of our experience and perception of historical trends, current conditions, and expected future developments as well as other factors that are currently believe are appropriate and reasonable in the circumstances. Actual results could differ materially from any conclusion, forecast, expectation, belief, or projection in the forward-looking information. Certain material factors and assumptions were applied in drawing a conclusion or making forecast or projection as reflected in the forward-looking information. We caution investors not to rely on the forward-looking information. Additional information about the material factors that could cause actual results to differ materially from the conclusion, forecast, or projection in the forward-looking information and material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information are contained in the EMERGE filings with Canadian provincial securities regulators. During today's call, all figures are in Canadian dollars unless otherwise stated. And with that, I'd like to turn the call over to Mr. Ghassan Halazon, Founder and CEO. Please go ahead.

Thank you very much. Good morning, everyone. We appreciate you taking the time to participate in our fourth quarter 2025 conference call. Joining me today is Dasha Enenko, our CFO. This morning, I will walk through our truly transformative year at EMERGE and share some insights across our key businesses, including our recent acquisition as well as our priorities for the balance of 2026. Following my remarks, Dasha will provide additional details on our financial results, after which I will conclude the call with some closing remarks and open up the lines for questions. With that, let's get going. In early 2025, we outlined our key priorities for the year as follows: One, to achieve another strong year of organic revenue growth; two, to significantly grow adjusted EBITDA; and three, to achieve cash flow positive for the full year. With our 2025 audited financials finalized, we can now unequivocally confirm that EMERGE has achieved all 3 key objectives for the year. Worth noting, this marks the first year we achieved all 3 milestones simultaneously under our more focused operating model, EMERGE 3.0. Let's dive in. Annual revenue increased to $27.7 million versus $19.3 million, an increase of 43% year-over-year. This includes positive organic growth overall for the second consecutive year. Gross profit grew to $9.9 million versus $7.9 million, an increase of 25% year-over-year. Excluding $0.65 million fair value of inventory adjustment related to T2G, a noncash item, gross margin would be approximately 38.1% versus 41%. Adjusted EBITDA improved to $1.5 million versus negative $472,000, a substantial positive swing of $1.9 million year-over-year, in large part driven by the acquisition and subsequent acceleration of Tee 2 Green or T2G for short, in addition to notable improvement at truLOCAL, which more than doubled its adjusted EBITDA year-over-year. Beyond the P&L, we delivered exceptional cash flow from operations of $2.8 million versus $129,000 in 2024, driven by our overall sales and profit growth in addition to the favorable structuring of the T2G transaction, which included an 8 year inventory payment plan, further bolstering cash flow. I would like to state clearly that cash flow generation we saw in 2025 exceeded management's expectations. And of course, that is a very positive development. Overall, our cash position grew to $4.1 million at December 31, 2025, versus $3.1 million at December 31, 2024, a $1 million increase year-over-year. This brings me to another key point, whereas 2024 was our first year of return to positive organic revenue growth, 2025 was our first year of return to positive adjusted EBITDA and positive cash flow overall at EMERGE. That is in addition to our second consecutive year of organic revenue growth. Now zooming in on Q4 results. We are pleased to share that our reported results today were approximately in line with the preliminary results released back in February 2026. Q4 was another strong quarter for EMERGE, albeit a more seasonal one for T2G, as previously noted in our outlook. Notwithstanding, revenue for the quarter grew by 35% to $7.1 million versus $5.3 million in Q4 '24, driven by strong holiday sales across truLOCAL in the golf vertical, including from record corporate/B2B orders, which eclipsed $1 million for the first time this quarter, albeit at lower margins. Q4 marks our seventh consecutive quarter of positive organic revenue growth. Q4 gross profit grew to $2.5 million versus $2.1 million, representing 17% growth year-over-year. Excluding $0.1 million fair value of inventory adjustment related to T2G, a noncash item, gross margin would be approximately 36% versus 40%. Gross margin was also partly impacted by the B2B and wholesale orders that were booked at lower gross margins, but increased overall gross profit in dollar terms and ultimately boosted profitability. Q4 adjusted EBITDA improved to $205,000 versus $12,000, marking the fifth consecutive quarter of positive adjusted EBITDA. For Q4, cash flow from operations was $313,000 versus $1 million in Q4 '24. The variance is primarily attributable to inventory purchases at T2G in Q4 '25 in preparation for the 2026 golf season. T2G was not part of EMERGE in Q4 2024. So this was not a dynamic we had last year. Speaking of T2G, we recently crossed the 1-year anniversary of completing this acquisition. So it's worth reflecting on our results so far. Acquired in April 2025, T2G represented a profitable long-standing golf retailer with stable, but modest growth and limited digital infrastructure. Over the past 12 months, EMERGE has applied its operating playbook to modernize the business and accelerate performance. The transformation of T2G demonstrates EMERGE's ability to acquire profitable, under-optimized businesses and accelerate growth while maintaining strong capital discipline. The business has evolved from a low growth asset into a substantially higher growth cash-generative platform within EMERGE's golf vertical. Tee 2 Green is a clear validation of our EMERGE 3.0 acquisition and integration playbook. This outcome was driven by leveraging our existing golf ecosystem, which includes our captive audience of 400,000 golf subscribers and applying our digital advertising capabilities. The numbers speak for themselves. As we had previously announced, cash flow generated by T2G in its first quarter under EMERGE comfortably exceeded the $1.1 million upfront cash payment made by EMERGE to complete the transaction. T2G's revenue growth in 2025 was nearly 10x its growth rate prior to EMERGE acquiring it. Finally, the 8-year inventory payment plan structure enabled us to maximize cash flows heading into 2026, significantly strengthening our balance sheet. As we enter year 2 with T2G, we believe there remains additional opportunity to further scale T2G through continued digital optimization, expanded product offerings, and deeper integration with our broader golf portfolio. Now I would like to provide an update on truLOCAL, EMERGE's largest brand by revenue, contributing more than half of total revenue for the company in 2025. TruLOCAL had an outstanding year in 2025, driving a second consecutive year of organic growth, in large part driven by the support local consumer sentiment in Canada where the brand is exclusively focused. TruLOCAL's adjusted EBITDA more than doubled in 2025, driven by continued revenue growth, more efficient advertising spend, and streamlined overheads. It's worth noting that over the last year or so, truLOCAL has been seeing some COGS pressures, including the rising cost of meat and more recently, some fuel surcharges as a result of the conflict in the Middle East. That said, truLOCAL has exhibited strong pricing power with its loyal member base, and the team has already actioned various gross margin and SG&A initiatives aimed at offsetting some of these variable costs. 2026 is truLOCAL's 10th year in business, and a number of initiatives and giveaway contests are lined up to celebrate the special milestone with our members and our suppliers. Now for a few key updates subsequent to year-end. First, an update on the debt side. On February 18, 2026, EMERGE entered into an amendment with our existing lender on our senior credit facility, providing for a 20-month extension, bringing the maturity to October 2027. The current outstanding balance of the credit facility is $5.85 million, down from $25 million originally. The interest rate on the principal amount remains variable rate, unchanged at the greater of 9% per annum and the TD prime rate plus 6.55% per annum. The interest rate currently sits at 11%. The amendment does not preclude EMERGE from refinancing its credit facility at a cheaper rate at any time should it secure more favorable terms. We believe that our materially improved financial profile, including our much-improved adjusted EBITDA to net debt levels, could lead to the possibility of securing cheaper, longer-term debt refinancing options, further driving savings and improving cash flow. For clarity, the year-end balance sheet as of December 31, 2025, reflects the senior credit facility under current liabilities as the extension had not yet closed at that time. The facility will be reclassified to long-term liabilities upon reporting Q1 2026 results in late May. We continue to maintain a strong and long-standing relationship with our lender dating back to 2019 and remain in excellent standing. Importantly, our objective is not to increase leverage. Over the past several years, we have reduced net debt by more than 80%, while significantly growing EBITDA. Our focus now is on reducing our cost of capital, lowering interest expense and directing incremental cash flow into organic growth opportunities and highly accretive acquisitions. Speaking of acquisitions, we announced another one in Q1 2026. On March 10, 2026, EMERGE acquired Viral Loops from Wishpond. Viral Loops is a profitable B2B referral technology platform with a 10-year track record. In 2025, Viral Loops generated approximately $1.3 million in revenue with 86% gross margins, $800,000 in adjusted EBITDA, and $700,000 in cash flow based on unaudited results. We acquired the business for $2.3 million total consideration or approximately 2.9x adjusted EBITDA, an attractive entry multiple for a high-margin, cash-generative asset. This is our first acquisition under the EMERGE B2B vertical and a natural extension of our platform. Viral Loops gives us a proven referral engine that we can deploy across our grocery and golf businesses to drive more efficient, lower-cost customer acquisition. Financially, the impact is immediate. The business is accretive to earnings and cash flow, lifts our consolidated margins, and introduces recurring nonseasonal revenue. We funded this acquisition entirely from our recent private placement. Stepping back, this is exactly the type of acquisition we were seeking, profitable, asset-light, and immediately accretive while also strengthening our balance sheet and improving our net debt-to-EBITDA profile. Just as importantly, it adds a strategic capability that we believe can drive incremental growth across the entire EMERGE platform over time. Now for an outlook. Q1 2026, EMERGE management expects to achieve another quarter of strong overall revenue growth year-over-year. Q1 is a seasonally softer quarter for the golf vertical, which represented nearly half of EMERGE annual revenue in 2025. EMERGE acquired T2G on April 5, 2025, so its results were not included for the comparative period Q1 2025. Q1 is typically a strong revenue and customer acquisition period for truLOCAL, driven by increased consumer demand for health and protein-focused subscription offerings. Accordingly, marketing spend is strategically elevated during the quarter. Viral Loops was acquired on March 10, 2026, and will contribute from the day of closing. Q2 2026 will be the first quarter to include Viral Loops' results, which is also peak season for the golf business, particularly T2G. I will now turn the call over to Dasha for a review of our financial results.

Thanks, Ghassan. Good morning, everyone. Fiscal 2025 includes our first-year reporting with our wholesale Pet and Carnivore businesses compared to 2024. Our gross merchandise sales or GMS grew 22% to $39 million in 2025, while for the fourth quarter, it increased by 11% to $10.2 million, up from $9.3 million in the comparative period last year. As a reminder, GMS is a non-GAAP measure and represents the total dollar value of customer purchases of goods and services through our brands, excluding applicable taxes and net of discounts and refunds. Revenue for the year grew 43% to $27.7 million in 2025. For Q4, the revenue increased to $7.14 million, up 35% from $5.28 million in Q4 2024. The revenue growth for the year was primarily driven by the acquisition of Tee 2 Green, which saw continued strong organic performance in EMERGE, along with organic growth at truLOCAL, which benefited from the prevailing Buy Canadian sentiment across the country. Gross profit for the year increased to $9.8 million compared to $7.9 million in the prior year. For the quarter, gross profit increased to $2.5 million compared to $2.1 million in the comparative period. Excluding a onetime noncash adjustment for inventory fair value true-up related to Tee 2 Green acquisition, gross profit would have been approximately $2.6 million for the 3 months period and $10.5 million for the 12-months period ended December 31, 2025. Net income for the year was $290,000, while net loss for the fourth quarter was $350,000. This compared to net losses of $500,000 and net income of $290,000, respectively, for the same period in the prior year. The improvement in annual results was primarily driven by stronger operating performance supported by sales growth, higher gross profit, reduced SG&A expenses and the acquisition of the profitable golf business, Tee 2 Green. During the years ended December 31, 2025, and 2024, the company generated $2.7 million and $130,000 from operating activities, respectively. The improvement in operating cash was primarily driven by contributions from the newly acquired golf business, Tee 2 Green, stronger operating performance resulting from revenue growth, cost optimization initiatives, and favorable vendor terms. Notably, the company secured an 8-year inventory payment plan with Tee 2 Green, while approximately 89% of the inventory acquired through the business acquisition was sold during the period, providing both immediate cash inflows and enhanced liquidity flexibility. For the quarter ended December 31, 2025, EMERGE reported an adjusted EBITDA of $200,000 compared to an adjusted EBITDA of $10,000 in the same period for the prior year, an improvement of $190,000. For the full year ended December 31, 2025, the company reported an adjusted EBITDA of approximately $1.5 million compared to an adjusted EBITDA loss of approximately $500,000 in the prior year, an improvement of $1.3 million. This improvement reflects the company's efforts to prioritize organic growth, focus on profitable operations, and discontinue unprofitable business lines. Finally, cash on hand as of December 31, 2025, was $4.1 million compared to $3.1 million in 2024, and that's $1 million increase year-over-year. I will now pass the microphone back to Ghassan for some closing comments. Thank you.

Thank you, Dasha. To wrap up, 2025 was a defining year for EMERGE. We delivered strong organic growth, returned to meaningful profitability, and generated significant cash flow while simultaneously executing on a disciplined acquisition strategy that is already proving its value. Importantly, we achieved all of this while strengthening our balance sheet and materially reducing net debt levels over the last few quarters, rather years. This is exactly what EMERGE 3.0 was designed to do, build a more focused, higher quality, and cash-generative platform. What stands out most is not just the results themselves, but the underlying consistency and repeatability of our model from the turnaround and acceleration of Tee 2 Green to the continued momentum at truLOCAL and now the addition of a high-margin cash flowing asset like Viral Loops, we are demonstrating a clear ability to allocate capital effectively and drive returns. We are operating from a position of increasing strength with reduced debt, improving profitability, and growing free cash flow. As we look ahead to the balance of 2026, our priorities remain unchanged. We will continue to focus on driving profitable organic growth overall, expanding EBITDA margin through operational discipline, and deploying capital into highly accretive opportunities that enhance both our financial profile and strategic positioning. At the same time, we remain committed to further optimizing our cost of capital and unlocking additional value for shareholders. We believe EMERGE is still in the early innings of its next phase of growth. The foundation we have built over the past few years, combined with the momentum we are carrying into 2026, positions us well to continue compounding value in a disciplined and sustainable way. I want to thank our team, Board, and partners for their continued commitment and execution. We enter 2026 with strong momentum and a clear path to value creation over the long term. Thank you again for your continued support and interest in EMERGE. With that, I will turn the call over for questions.

[Operator Instructions] Seems that there are no further questions at this time. I will now turn the call over to Ghassan Halazon for the closing remark. Please continue.

Thank you. That's a wrap for today. Once again, we appreciate everyone tuning in. Enjoy the warmer weather and don't forget to shop local and buy Canadian. Thank you very much.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect your lines.