Emerge Commerce Ltd【ECOM】株式ニュース

EMERGE Reports Strong Q1 2026 ResultsMay 28, 2026 7:00 AM
PR Newswire (Canada) Q1 revenue increased 17.5% YoY to $5.9M (8th consecutive quarter of YoY growth)Q1 Adj. EBITDA(1) improved to $122K (6th consecutive quarter of positive Adj. EBITDA)Cash grew YoY to $4.1M from $2.7MQ2 2025 Outlook: Continued revenue growth and positive Adj. EBITDA(1) expected TORONTO, May 28, 2026 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), an acquirer and operator of profitable e-commerce brands and technologies, today announced its financial results for the three months ended March 31, 2026. Copies of the interim Financial Statements and MD&A are available on the Company's profile on SEDAR at www.sedar.com.Q1 2026 Financial HighlightsFor the first quarter of 2026, compared to the first quarter of 2025:Q1 revenue grew to $5.9M vs. $5.0M, an increase of 17.5% YoY, marking the 8th consecutive quarter of YoY revenue growth Q1 Gross profit grew to $2.1M vs. $1.9M, an increase of 6.2% YoYQ1 Adj. EBITDA(1) improved to $122K vs. $32K, marking the 6th consecutive quarter of positive Adj. EBITDA(1)Cash position grew to $4.1M (March 31, 2026) vs. $2.7M (March 31, 2025), an increase of $1.4M YoYViral Loops was acquired on March 10, 2026 and contributed from the day of closing. Q2 is Viral Loops first full quarter under EMERGE ownership. Viral Loops achieved approximately $1.3M Revenue and $800K Adj. EBITDA(1) in 2025 (unaudited).Ghassan Halazon, Founder and CEO, EMERGE, "Our Q1 results marked another strong quarter of revenue growth and positive Adjusted EBITDA(1), despite being the most seasonal quarter for our golf business. During the quarter, we also completed the strategic acquisition of Viral Loops that we expect will be immediately accretive to earnings and cash flow. Looking ahead, Q2 is expected to be the strongest quarter of the year in terms of revenue and Adj. EBITDA(1), with the 2026 golf season now in full swing, along with the inclusion of Viral Loops in its first full quarter under EMERGE."Q1 2026 Strategic Highlights Debt RefinancingOn February 18, 2026, EMERGE amended its existing credit facility, extending the maturity to October 2027. The outstanding balance currently stands at $5.85M, with pricing unchanged at the greater of 9.0% per annum and TD Prime Rate + 6.55%. The Company remains in good standing with existing lender, which it has worked with since November 2019.The amendment does not preclude the Company from refinancing its credit facility at a cheaper rate, at any time, should it secure more favourable terms. Viral Loops Acquisition and Concurrent Private PlacementOn March 6, 2026, EMERGE closed an upsized non-brokered private placement for aggregate gross proceeds of $2.7M at a price of $0.10 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $0.15 per share until March 6, 2028.Subsequently, on March 10, 2026, EMERGE completed the acquisition of Viral Loops, a profitable B2B referral technology company with a 10-year operating history. Viral Loops represents the Company's first acquisition under EMERGE B2B, a vertical established to enhance EMERGE's overall financial profile and support its D2C Grocery and Golf businesses.For the year ended December 31, 2025, Viral Loops generated approximately CA$1.3M revenue and approximately $800K Adj. EBITDA(1) (unaudited). The acquisition consideration included $2.1M in cash paid at closing and an additional deferred cash payment of $200K payable on the one-year anniversary of closing. The purchase price equates to a ~2.9x 2025 Adj. EBITDA(1) multiple.OutlookFor Q2 2026, EMERGE expects to deliver another quarter of revenue growth and positive Adjusted EBITDA(1). The Company is also making some investments at the HQ level and across its portfolio to drive and support current and future growth.Q2 2026 is a seasonally strong quarter overall, including peak season for the golf business, particularly at Tee 2 Green ("T2G"). Q2 will also be the first full quarter to include Viral Loops results, expected to contribute positive Adj. EBITDA(1) and cash flow.EMERGE acquired T2G on April 5, 2025, and Viral Loops on March 10, 2026.Top PrioritiesThe Company's top priorities in the near-term are to i) continue to drive organic growth, ii) extract synergies to drive profitability, iii) explore avenues to enhance cash flow and reduce interest expense; and iv) explore accretive strategic/ tuck-in acquisition opportunitiesConference CallManagement will host a conference call on Thursday, May 28 at 9:00 am ET to discuss its first quarter results. To access the conference call, please dial (416) 945-7677 or (888) 699-1199 and provide conference ID 35050.Alternatively, the conference call can be accessed online at: https://app.webinar.net/01GRbq8ezN5Selected Financial HighlightsThe tables below set out selected financial information and should be read in conjunction with the Company's consolidated financial statements and MD&A for the three and twelve months ended March 31, 2026, which are available on SEDAR.
Three months ended March 31,

2026$2025$Gross Merchandise Sales1
8,434,2698,008,570Total revenue
5,907,2505,028,958Adjusted EBITDA1
122,24032,299Net loss from continuing operations
(125,472)(21,609)Net income 2
(125,472)403,120Basic and diluted loss per share from continuing operations
(0.00080)(0.00002)Basic and diluted loss per share from discontinued operations
-0.00031Total assets
13,534,7236,585,339Long-term liabilities
7,715,9741,104,733
1 Non-GAAP Financial Measure. Refer to section "Non-GAAP Financial Measures" for additional information.
2 Results from the Carnivore Club business have been classified as discontinued operations in the comparative period.The following table highlights Adjusted EBITDA(1) and a reconciliation of the Company's reported results to its adjusted measures:
Three months ended March 31,
20262025
$$Net (loss) income (125,472)403,120Add back:

Finance costs 365,752254,227Income taxes (recovery) 27,59980,547Amortization 76,91952,778EBITDA(1) 344,798790,672Share-based compensation 32,40058,145Transaction cost 38,60612,958Fair value adjustment to inventory acquired1 39,988-(Gain) loss on debt modification (259,581)-Foreign exchange and other gains (73,971)(404,747)Net income from discontinued operations -(424,729)Adjusted EBITDA(1) 122,24032,299The following table highlights GMS (1) and a reconciliation of the Company's reported results to its adjusted measures:

Three months ended March 31,

2026$2025$Revenue

5,907,2505,028,958Adjusted for:

Merchant costs deducted from net revenue

2,463,9153,781,678Deferred revenue and other adjustments to revenue

92,413(760,282)Advertising revenue

(29,309)(41,784)GMS(1)

8,434,2698,008,570About EMERGEEMERGE Commerce (TSXV: ECOM) is a disciplined acquirer and operator of profitable e-commerce brands and technologies across Direct-to Consumer ("D2C") and Business-to-Business ("B2B") segments. Our D2C portfolio spans our Grocery and Golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service. Our Golf vertical includes UnderPar (discounted golf experiences), JustGolfStuff and Tee 2 Green (discounted apparel and equipment). EMERGE B2B houses Viral Loops, our referral marketing platform.Follow EMERGE:
LinkedIn | X | Instagram | FacebookNeither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.(1) Non-GAAP MeasuresThis press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, 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 a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Gross Merchandise Sales ("GMS"), EBITDA, and Adjusted EBITDA should not be construed as alternatives to revenue or net income/loss determined in accordance with IFRS. GMS, EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.GMS as defined by management is the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of discounts and refunds. Management believes GMS provides a useful measure for the dollar volume of e-commerce transactions made through our platforms and an indicator for our business performance.Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, fair value increments on inventory included in cost of sales, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.A reconciliation of the adjusted measures is included in the Company's management discussion & analysis for the three months ended March 31, 2026 in the section "Non-GAAP Financial Measures" available through SEDAR at www.sedar.com.Notice regarding forward-looking statementsThis press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the risk factors discussed in the Company's MD&A and Annual Information Form which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Unless otherwise noted, all amounts are in Canadian dollars.On Behalf of the Board
Ghassan Halazon
Director, President, and CEO
EMERGE Commerce Ltd. SOURCE Emerge Commerce Ltd. Original: EMERGE Reports Strong Q1 2026 Results

EMERGE Signs Definitive Agreement to Acquire Viral Loops, a Profitable B2B Referral Marketing Platform, Announces $1.8M Private PlacementFebruary 19, 2026 7:00 AM
PR Newswire (Canada)

Transaction Expected to be Immediately Accretive to Earnings and Cash Flow Viral Loops enables businesses to run referral campaigns to acquire and retain customersViral Loops generated CA$1.3M revenue, ~86% gross margin, and CA$800K Adj. EBITDA(1) (~62% Adj. EBITDA(1) margin) in 2025 (unaudited)Purchase price of CA$2.3M (~2.9x Adj. EBITDA(1) multiple)Inclusive of Viral Loops, EMERGE's Pro Forma 2025 Adj. EBITDA would have been $2.2M, a ~52% increase, based on preliminary (unaudited) resultsFirst B2B acquisition under newly formed "EMERGE B2B" vertical, set up to enhance the Company's overall financial profile and drive portfolio synergiesThe Company announces a concurrent, non-brokered private placement for $1.8MTORONTO, Feb. 19, 2026 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), a portfolio of premium e-commerce brands and technologies, is pleased to announce the signing of a definitive agreement dated effective February 19, 2026, through its wholly owned subsidiary, Emerge Brands Inc. to acquire substantially all assets of Viral Loops and specified liabilities from Wishpond Technologies Ltd. (the 'Seller") (the "Transaction").Founded in 2016, Viral Loops is a highly profitable, B2B referral marketing platform that enables businesses to design and manage subscription-based referral programs that drive word-of-mouth, increase retention, and reduce customer acquisition costs.Viral Loops operates an asset-light, recurring revenue model with high gross margins and strong cash flow conversion. The business serves a diversified base of global B2B customers.For the year ended December 31, 2025, Viral Loops generated CA$1.3M in revenue, with gross margins of ~86%, and Adj. EBITDA(1) of CA$800K (~62% Adj. EBITDA(1) margin), based on unaudited results.Viral Loops will continue to maintain its team, brand, website and its hundreds of client relationships under EMERGE.Strategic and Financial RationaleViral Loops is EMERGE's first acquisition under its newly formed, EMERGE B2B vertical, designed to complement and strengthen the Company's overall portfolio:Portfolio Synergies: Viral Loops' referral technology is expected to be deployed across EMERGE's Direct-to-Consumer ("D2C") Grocery and Golf verticals to drive cost-effective customer acquisitions and "word-of-mouth" campaignsImproved Financial Profile: The Transaction is expected to be immediately accretive to earnings and cash flow, materially improving EMERGE's consolidated margin profile:Enhances Gross Margin: Viral Loops' gross margin of 86% (2025) vs. EMERGE's reported average of 36% YTD 2025Strengthens Adj. EBITDA(1): Inclusive of Viral Loops, EMERGE's Pro Forma 2025 Adj. EBITDA would have been $2.2M, a ~52% increaseReturn on Invested Capital ("ROIC") expected to exceed 25% in Year 1High EBITDA(1) to Cash Flow Conversion given the asset-light nature of the business model (no inventory)Reduced Seasonality and Improved Earnings Stability: Viral Loops generates recurring revenue throughout the year, which is expected to reduce the seasonality inherent in EMERGE's consumer-facing businesses and enhance overall earnings stabilityTransaction OverviewPursuant to the Agreement and in consideration for the Transaction, EMERGE has agreed to pay to the Seller, cash consideration of $2.1M on closing of the Transaction ("Closing"), subject to certain closing adjustments, and $200K in deferred cash consideration at the 1-year anniversary.The purchase price equates to a ~2.9x 2025 Adj. EBITDA(1) multiple.At December 31, 2025, Viral Loops had total assets of approximately $1.2M. The Company is also assuming deferred revenue liability estimated to be approximately US$100K at Closing.Subject to the satisfaction of all conditions precedent to the completion of the Transaction, including receipt of TSXV approval, Closing is expected to occur prior to March 30, 2026 or such other date as EMERGE and the Seller may mutually agree.The Transaction constituted an Expedited Acquisition in accordance with Policy 5.3 of the TSX Venture Exchange; however, remains subject to the approval of the TSX Venture Exchange as of the date of this news release.No finder's fees are expected to be paid in connection with the Transaction.Go Forward BusinessFollowing the Transaction, EMERGE will have 5 brands across 3 verticals. The D2C business will include the Grocery and Golf verticals, while EMERGE B2B will include Viral Loops.Ghassan Halazon, EMERGE founder and CEO, commented, "Viral Loops is precisely the type of high-margin, recurring revenue business we aim to acquire — profitable, cash-flow generative, and strategically complementary to our portfolio. At ~2.9x Adj. EBITDA, we believe this transaction reflects disciplined capital allocation with compelling immediate returns. We are impressed with the lean team running the business and their tech-forward AI roadmap that we believe has the potential to both take Viral Loops to the next level, as well as super-charge the overall EMERGE portfolio."Private PlacementThe Company is pleased to announce a non-brokered private placement financing (the "Offering") of 18,000,000 units of the Company ("Units") at a price of C$0.10 per Unit for aggregate gross proceeds of C$1,800,000 in all Provinces of Canada. Each Unit consists of one common share in the capital of the Company (the "Shares") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable for a period of 24 months from the date of issuance at an exercise price of C$0.15 per Share, subject to the policies of TSX Venture Exchange ("TSXV") in relation to exercise price for warrants for part-and-parcel private placement.The Company intends to allocate the net proceeds of the Offering toward the purchase price associated with the Transaction. The Company intends to satisfy the balance of the consideration with funds on hand. The consideration will not be satisfied with securities of the Company.The closing of the Offering is subject to certain conditions including, but not limited to, the submission of all required forms to the TSXV and the closing of the Offering.The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.The Company may pay to any applicable finder a cash commission of up to 6% of the gross proceeds of the Offering and may issue finders' warrants of up to 6% of the Units sold under the Offering, with each broker warrant exercisable to acquire one Share at an exercise price of $0.10, for a period of 24 months from the date of issuance thereof.All securities issued pursuant to the Offering are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities laws.The Company expects certain related parties as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") to participate in the Offering. Any such resulting related party participation is expected to be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any Units issued to such persons will not exceed 25% of the Company's market capitalization.Loan AmendmentThe Company wishes to clarify its news release date February 18, 2026, regarding the credit facility amendment. As disclosed in its previous news release, the amended facility provides for a 20-month extension of the credit facility, bringing its maturity to October 2027. As of the date of this news release, the current outstanding balance of the credit facility is $5.85M. A fee of $58,500 will be paid in cash in connection with the amendment to the credit facility. The amendment remains subject to the approval of the TSXV. The amendment does not preclude the Company from refinancing its credit facility at a cheaper rate, at any time, should it secure more favourable terms. "The acquisition of Viral Loops is expected to substantially enhance EMERGE's profitability and cash flow profile, strengthen the Company's balance sheet, and potentially improve our cost of capital over time," continued Halazon.About EMERGEEMERGE is a portfolio of premium e-commerce brands and technologies. Our subscription, marketplace, and retail businesses provide our members with access to offerings across our grocery and golf verticals. truLOCAL is our flagship Canadian meat and seafood subscription service, connecting local farmers with a health-conscious audience. Our golf vertical includes our discounted tee-times/ experiences brand, UnderPar, and our discounted golf apparel and equipment brands, JustGolfStuff and Tee 2 Green. EMERGE is publicly traded on the TSX Venture Exchange under the symbol "ECOM".Follow EMERGE:
LinkedIn | X | Instagram | FacebookNeither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Preliminary Unaudited Financial InformationThe financial and operating results included in this news release are based on preliminary unaudited estimated results which have not yet been finalized. These estimated results are subject to change upon completion of the Q4 2025 financial statements, and the audit of such financial statements and such changes could be material due to, among other things, the completion of EMERGE's financial closing procedures, final adjustments, review by EMERGE's auditors and other developments that may arise between now and the time the financial results are finalized. Accordingly, such estimated results are forward-looking statements (as defined below) within the meaning of applicable securities legislation and are subject to the limitations and risks described under "Forward-Looking Statements" below.Unless otherwise noted, all amounts are in Canadian dollars.(1) Non-GAAP MeasuresThis press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, 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 a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Adjusted EBITDA should not be construed as alternative to net income/loss determined in accordance with IFRS. Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.A reconciliation of the adjusted measures is included in the Company's management discussion & analysis for the three months ended June 30, 2025 in the section "Non-GAAP Financial Measures" available through SEDAR at www.sedar.com.Notice regarding forward-looking statementsThis press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements related to the closing of the Transaction and the timing thereof, the satisfaction of all conditions precedent to the closing of the Transaction, including, without limitation, TSXV approval in respect of the Transaction, any benefit that may be derived by the Company from the Transaction, including, without limitation, any material benefit to the working capital or financial position of the Company as a result of the Transaction, expectations regarding cash flow both as a result of the Transaction and in general, as well as other statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. There is no guarantee the Transaction will be completed as contemplated or at all, and the forward-looking information contained herein is based on the assumptions of management of the Company as of the date hereof including, without limitation, assumptions with respect to the financial position, cash flow, and working capital of the Company, the ability of the Company to obtain TSXV approval for the Transaction and the satisfaction of any other conditions thereto, and the conditions of the financial markets and the e-commerce markets generally, among others. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including risks related to the disposition of a operating business by the Company, risks that the benefits derived from the Transaction may not be as expected or that the Company may not see any benefit from the Transaction, risks that each party to the Agreement may not satisfy its obligations or covenants, risks that the Company may be subject to litigation as a result of the Transaction including allegations of misrepresentation or breach of conditions or covenants, risks that the TSXV may not approve the Transaction, as well as the risk factors discussed in the Company's MD&A, which is available through SEDAR+ at www.sedarplus.ca. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Unless otherwise noted, all amounts are in Canadian dollars.On Behalf of the Board
Ghassan Halazon
Director, President, and CEO
EMERGE Commerce Ltd.SOURCE Emerge Commerce Ltd.

Original: EMERGE Signs Definitive Agreement to Acquire Viral Loops, a Profitable B2B Referral Marketing Platform, Announces $1.8M Private Placement