POPR PopReach Corporation

/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

Revenue of $39.1 million - 89% growth year-over-year and 7% sequential growth

Adjusted EBITDA² of $4.0 million - 43% growth year-over-year and 33% sequential growth

Adjusted Free Cash Flow² of $3.7 million - 75% growth year-over-year and 50% sequential growth

(All figures in US dollars, unless otherwise indicated)

TORONTO, Aug. 29, 2023 /CNW/ - PopReach Corporation ("PopReach" or the "Company") (TSXV: POPR) (OTCQX: POPRF), a multiplatform digital technology company, announced its financial results for the three and six months ended June 30, 2023.

"We delivered another quarter with strong and consistent growth in adjusted EBITDA and adjusted free cash flow while completing two acquisitions that further diversify our revenue streams and customer base," said Jon Walsh, CEO of PopReach. "This has provided the business with greater stability in a challenging macroeconomic environment, and the breadth of the full stack digital offering we provide to advertisers sets us up for a seasonally strong second half of the year."

Financial Highlights for the Second Quarter 2023

• Revenue of $39.1 million, compared to $36.5 million for the three months ended March 31, 2023 and $20.7 million for the three months ended June 30, 2022.
• Revenue of $40.2 million was flat year-over-year on a Pro Forma Consolidated¹ basis due in part to changes in the commercial terms of some significant customer contracts resulting in revenue being recorded on a net basis during the second quarter that would previously have been recorded on a gross basis.
• Gross profit of $16.2 million (41% of revenue), compared to $13.9 million for the three months ended March 31, 2023 (38% of revenue) and $10.5 million for the three months ended June 30, 2022 (51% of revenue).
• Adjusted EBITDA² of $4.0 million, compared to $3.0 million for the three months ended March 31, 2023 and $2.8 million for the three months ended June 30, 2022.
• Adjusted Free Cash Flow² of $3.7 million (91% Adjusted Free Cash Flow conversion rate), compared to $2.4 million (81% Adjusted Free Cash Flow conversion rate) for the three months ended March 31, 2023 and $2.1 million (74% Adjusted Free Cash Flow conversion rate) for the three months ended June 30, 2022.
• Net loss of $5.0 million, compared to a net loss of $4.2 million for the three months ended March 31, 2023 and $1.4 million for the three months ended June 30, 2022 due to increased financing costs and amortization of intangibles.
• Cash as at June 30, 2023 was $8.4 million compared to $4.7 million at March 31, 2023. The increase was largely due to funds received from the closing of the Syndicate Facility discussed below.
• Total debt as at June 30, 2023 was $67.0 million, including $56.5 million of senior lender debt, $9.0 million of convertible debt, and $1.5 million in a vendor take-back loan, compared to $52.1 million in total debt as at December 31, 2022.

Significant developments in Q2 2023 and subsequent to quarter end

• On April 18, 2023, the Company acquired 100% of the shares of Schiefer Media, Inc. ("SCS"), a brand transformation company, for an aggregate purchase price of approximately $14.9 million.
• On April 26, 2023, the Company acquired 100% of the membership interest of OpenMoves LLC ("OpenMoves"), a performance and growth marketing company, for an aggregate purchase price of approximately $7.5 million.
• On May 25, 2023, the Company closed a US$115 million syndicated credit facility ("Syndicate Facility") led by Bank of Montreal ("BMO") and including National Bank of Canada, Export Development Canada and Toronto Dominion Bank to replace and increase the Company's previous US$43 million senior secured credit facility with BMO to support the continued execution of the Company's acquisition strategy.
• On August 15, 2023, the Company announced the integration of its subsidiaries SCS and Crucial Interactive Holdings Inc. ("Contobox") to realize sales and operational synergies and provide a full funnel marketing solution to retailers and brands that combines personalized ad tech with campaign creation, strategy and delivery.

Selected Unreviewed and Unaudited Pro Forma Consolidated Financial Information

The Pro Forma Consolidated Revenue provided above is presented as if the reverse takeover transaction between PopReach and Federated Foundry Limited and the acquisition of each of Q1Media, Inc. ("Q1Media"), NotifyAI, LLC ("NotifyAI"), Contobox, Ubiquity Agency, LLC ("Ubiquity"), SCS and OpenMoves were completed at the beginning of 2022.

The unreviewed and unaudited Pro Forma Consolidated Revenue provided above (the "Pro Forma Revenue") is derived from the Revenue figures presented in PopReach's financial statements, and Management's Discussion and Analysis, filed on the Company's profile on SEDAR at www.sedar.com for the applicable periods ("As Reported Revenue") after taking into account the following adjustments: (i) As Reported Revenue for the three month period ending June 30, 2023 increased by $1.1 million to reflect Pro Forma Revenue for the period of $40.2 million; and (ii) As Reported Revenue for the three month period ending June 30, 2022 increased by $19.5 million to reflect Pro Forma Revenue for the period of $40.2 million.

Non-IFRS Measures

The Company prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS"). However, the Company considers certain non-IFRS financial measures as useful additional information to assess its financial performance. These measures, which it believes are widely used by investors, securities analysts and other interested parties to evaluate its performance, do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to financial measures determined in accordance with IFRS. Non-IFRS measures include "Adjusted EBITDA" and "Adjusted Free Cash Flow".

Adjusted EBITDA and Adjusted Free Cash Flow

Consolidated adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") is a non-IFRS measure of financial performance. Company management defines Adjusted EBITDA as IFRS Net income (loss) adding back finance costs, income taxes, depreciation amortization, gain/loss on disposal of assets and extinguishment of loans, fair value gain/loss on financial liabilities and contingent consideration, and excludes discontinued operations and the effects of significant items of income and expenditure which may have an impact on the quality of earnings, such as impairments where the impairment is the result of an isolated, non-recurring event. It also excludes the effects of equity-settled share-based payments, foreign exchange gains/losses, changes in deferred revenues, changes in deferred cost of sales, and other extraordinary one-time expenses, such as transaction costs and other severance and restructuring costs. See reconciliation of Adjusted EBITDA in the table below.

Company management defines "Adjusted Free Cash Flow" as Adjusted EBITDA less capital expenditures, such as acquisition of property and equipment and additions to intangibles, and income taxes paid during the applicable period. Similarly, Company management defines "Adjusted Free Cash Flow conversion rate" as Adjusted Free Cash Flow divided by Adjusted EBITDA. See reconciliation of Adjusted Free Cash Flow in the table below.

The presentation of these non-IFRS financial measures are not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with IFRS and may be different from non-IFRS financial measures used by other companies.

Management believes Adjusted EBITDA and Adjusted Free Cash Flow are useful financial metrics to assess its operating performance on a cash basis before the impact of non-cash and extraordinary one-time items.

The following tables presents the Company's calculation of Adjusted EBITDA and Adjusted Free Cash Flow for each period:

Financial Statements and MD&A

PopReach's Financial Statements for the three months and six months ended June 30, 2023, and Management's Discussion and Analysis for the same period, are posted on its corporate website at www.popreach.com and available on the Company's profile on SEDAR at www.sedar.com.

About PopReach Corporation

PopReach, a Tier 1 Issuer on the TSX Venture Exchange, with shares also trading on OTCQX® Best Market, is a multi-platform technology company focused on assembling the most effective and complete suite of advertising, marketing and monetization solutions for brands, advertisers and publishers. We acquire, optimize and scale market-leading digital technology businesses providing cross-platform, performance-driven advertising and data solutions to attract, engage and monetize high-value consumers. Our portfolio includes: PopReach Games, a free-to-play mobile game publisher; NotifyAI, a push notification advertising platform; Q1Media, an industry-leading advertising and media service provider; Contobox, a leading edge customer engagement platform; Ubiquity, a data driven user acquisition and marketing technology platform; SCS, an integrated agency powering brand performance with data and creativity; and OpenMoves, a Google Premier Partner driving creative and growth across pay-per-click advertising and search engine optimization.

Additional information about the Company is available at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 

Cautionary Statement Regarding Forward-Looking Information
Certain information in this news release constitutes forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, "forward-looking information"). Forward-looking information include, but are not limited to, statements with respect to and the business, financials and operations of the Company. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Forward looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements and future events to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the public documents of the Company available at www.sedar.com. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Investors are cautioned that undue reliance should not be placed on any such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

SOURCE PopReach Corporation