Operator
Good morning and welcome to the EMERGE Commerce second quarter 2026 results conference call. At this time, all lines are in a listen-only mode.
Following the presentation, we will conduct a question and answer session for analysts. If at any time during this call you require immediate assistance, please press star zero for the operator.
This call is being recorded on August 27, 2026. Your hosts today are Ghassan Halazon, founder and Chief Executive Officer, and Mike Murphy, 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 we currently believe are appropriate and reasonable in the circumstances.
Actual results could differ materially from a conclusion, forecast, expectation, only for projection in the forward-looking information. Certain material factors and assumptions were applied in drawing a conclusion or making a 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 these conclusions or moving the forecast and projection as reflected in the forward-looking information are contained in EMERGE's filings with Canadian provincial securities regulators.
During today's call, all figures are in Canadian dollars unless otherwise stated. With that, I would like to turn the call over to Mr.
Ghassan Halazon, founder and CEO.
Ghassan Halazon
Thank you. Good morning, everyone.
We appreciate you taking the time to participate in our second quarter 2026 conf- conference call. Joining me today is Mike Murphy, our CFO.
This morning, I will walk through our exceptional Q2 results at EMERGE and share some insights across our key businesses as well as our priorities for the balance of 2026. Following my remarks, Mike will provide additional details on our financial results, after which I will conclude the call with some closing remarks and open up the line for questions.
Historically, Q2 has been our strongest quarter at EMERGE. This Q2 proved to be no different.
In fact, in many ways, this was our best quarter in years across revenue, gross margin, and adjusted EBITDA, with positive cash flow generation on full display. Let's dive in.
Q2 revenue grew by 7.4% to $9.1 million, our ninth consecutive quarter of positive revenue growth. This is the first time EMERGE has eclipsed $9 million in revenue since early 2023 at the start of our turnaround efforts.
Worth noting, Tee-to-Green, or T2G for short, was acquired in early April 2025. Q2 growth this year is more apples-to-apples as a result.
As outlined in my shareholder letter at the start of 2026, the current EMERGE strategy entails combining moderate, stable organic growth from our existing portfolio with higher growth rates driven by accretive acquisitions. Speaking of acquisitions, Q2 was Viral Loops' first full quarter under EMERGE ownership, following our acquisition that was completed in late Q1.
With that said, Viral Loops is a relatively low-revenue contributor, with approximately a million dollars annual revenues, and was primarily acquired to enhance our overall financial profile, namely, to contribute positively to margins, profitability, and cash flow, in addition to driving customer acquisi- acquisition across our consumer e-commerce portfolio, all of which it did in Q2. Margins increased by Gross margins increased by 2.5% to 39% from 36.5%.
Management anticipates that the year-over-year gross margin improvements achieved in Q2 2026 to continue in Q3, in part because of the higher margins contributed by Viral Loops, in addition to the conclusion of the fair value of inventory accounting at T2G that adversely impacted EMERGE's gross margins for most of 2025. Adjusted EBITDA improved to $1.03 million versus $962,000, marking the seventh consecutive quarter of positive adjusted EBITDA.
Notably, this is the first time our adjusted EBITDA has officially eclipsed the $1 million mark since Q4 2021, which feels like a lifetime ago. Our cash position grew to $4.8 million at June 30, 2026, from $3.5 million last Q2, an increase of $1.3 million year-over-year.
We're especially pleased that the business achieved positive all-in cash flow in both Q2 and year-to-date as we continue to build a stronger, more durable EMERGE. Now, a few updates from some of our key brands.
First, T2G. Now in its second year under EMERGE, T2G continues to validate our EMERGE acquisition and integration playbook.
Since acquiring the business in April '25, we've applied our operating model and digital capabilities to substantially accelerate growth, enhance profitability, and improve cash flow generation. Leveraging our broader golf ecosystem, including over 400,000 golf subscribers, helped drive T2G's revenue growth rate to nearly 10% or, rather, 10x its pre-acquisition growth rate.
I'll say that again, to nearly 10x its pre-acquisition growth rate. The transaction's eight-year inventory payment structure also meaningfully strengthened our cash flow profile and balance sheet.
In year two or so, so far, the business continues to perform ex- exceptionally, and we continue to see additional growth opportunities through further optimization and deeper integration within our golf portfolio. Second, an update on truLOCAL, our leading premium meat and seafood subscription service across Canada.
truLOCAL was a big benefactor in 2025 of the Buy Canadian movement, gaining an influx of new customers, driving st- strong, cost-effective growth, in turn allowing us to reduce our ad spend and capture more profits. That resulted in truLOCAL more than doubling its adjusted EBITDA in 2025.
As the benefits and enthusiasm around peak support local subsided in Q1 and Q2, we start we are starting to see truLOCAL's cost per acquisition revert back to its historical norms. The brand still exhibits highly favorable CLTV to CAC ratios, just not as attractive as the peak levels we saw last year.
We will continue to prioritize high-ROI marketing initiatives. On the margin side, truLOCAL continues to see some COGS pressures, including the rising cost of meat and some fuel surcharges as a result of the conflict in the Middle East.
In general, truLOCAL has exhibited strong pricing power with its loyal member base, and the team has already actioned various gros- gross margin and SG&A reduction initiatives aimed at offsetting some of these variable costs. 2026 is truLOCAL's 10th year in business, and we have launched a number of initiatives and giveaway contests powered by Viral Loops to drive customer acquisition and celebrate this milestone with our members and suppliers.
Now for an update on the debt side. Our senior credit facility matures in October 2027.
The current outstanding balance on the credit facility is $5.85 million, down from $25 million originally. The variable interest rate currently sits at 11%.
For clarity, this amendment does not preclude EMERGE from refinancing its credit facility at a cheaper rate at any time should we secure more fir- favorable terms. EMERGE is making meaningful progress towards refinancing its senior debt, which remains one of our key priorities.
Management is increasingly encouraged by the developments to date and believe the significantly improved financial profile of the business puts us in a strong position to secure a materially lower cost, longer-term financing facility. Management views this as an important step in further strengthening our balance sheet and supporting EMERGE's long-term growth objectives.
We continue to maintain a strong, long-term relationship with our lender, dating back to 2019, and remain in excellent standing. 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.
Next up, I'll share our Q3 outlook. For Q3 '26, EMERGE expects to deliver another quarter of revenue growth, improved gros- gross margins, and positive adjusted EBITDA.
Management anticipates that the year-over-year gains in gross margin that we saw in Q2 will continue in Q3, in part because of the higher margins contributed by Viral Loops, in addition to the conclusion of the fair value of inventory accounting at Tee-to-Green that adversely impacted EMERGE's gross margins for most of '25. The company continues to make targeted investments across its portfolio, including at the HQ level, to drive and support current and future growth, both organic and inorganic.
Q3 is a seasonally strong quarter for the golf business, particularly Tee-to-Green, while it is generally a slower period for truLOCAL during the summer holiday period. Seasonality at Viral Loops is less pronounced.
Now, I'll turn it over to Mike for some financial commentary.
Mike Murphy
Thanks, Ghassan, and good morning, everyone. As Ghassan mentioned, EMERGE had a very successful second quarter where we continued this trend of year-over-year revenue and adjusted EBITDA growth.
Our gross merchandise sales, or GMS, grew 4% to $11.8 million compared to $11.4 million in the first quarter of 2025. As a reminder, GMS is a non-GAAP measure that provides useful measure for the dollar value of e-commerce transactions made through our platforms, which gives additional insight into business performance.
GMS represents the total dollar value of customer purchases of goods and services through our brands, excluding applicable taxes and net of discounts and refunds. Note that GMS does not consider any retail sales, which is a growing part of our business via Tee-to-Green.
Revenue for the quarter grew over 7% to $9.1 million from $8.5 million in 2025. Revenue growth for the quarter was primarily driven by strong performance from Tee-to-Green as well as inclusion of the Viral Loops results for the first full quarter of operations post-acquisition.
Overall, EMERGE achieved positive overall organic growth in Q2. Gross profit for the quarter increased by $3.5 million to $3.5 million versus $3.1 million in 2025.
Gross margin percent for the quarter was 39 versus 36.5 in 2025. Excluding one-time non-cash inventory fair value increment adjustments related to Tee-to-Green purchase equation of approximately $41,000 in the quarter, gross margin would have been approximately 39.4% for for the second quarter of 2026.
Note that all of Tee-to-Green's fair value increment has now been recorded in cost of sales, and we expect Tee-to-Green's and the company's gross margin profile to revert back to historically higher levels. Net income from continuing operations for the quarter was $0.2 million, which is comparable to where it was in the first quarter of 2025.
For the quarter ended June 30th, 2026, EMERGE reported adjusted EBITDA of $1.03 million compared to adjusted EBITDA of $0.96 million, an improvement of $0.07 million, an increase of 7.3%. This reflects the company's efforts to prioritize a disciplined approach to managing overheads and marketing budgets, in addition to making accretive acquisitions and, importantly, constantly focusing on operational improvements.
Q2 is a period historically a period of cash inflow as the golf vertical hits its peak golf season. During the quarter ended June 30th, 2026 and '25, the company generated $1.5 million and $2.1 million, respectively, from operating activities.
The prior period cash flows were higher in large part due to the impact of the eight-year inventory payment plan associated with Tee-to-Green acquisition, which resulted in minimal cash flows used for inventory purchasing in the prior quarter 2025. Q2 2026 cash flows from investing activities were negative $0.2 million, driven mainly by a payment related to the deferred payment related to the Tee-to-Green acquisition, and cash flows used in financing activities were $0.6 million, which included interest payments, accretion related to long-term debt, convertible debentures, and deferred acquisition costs, as well as the payment of some of the inventory um payment plan related to the Tee-to-Green acquisition.
Finally, cash on hand has improved in line with the the improvement in the business. At June 30th, 2026, it was $4.8 million versus $3.5 million at the end of Q2 2025.
I will now pass the microphone back to Ghassan for some closing comments.
Ghassan Halazon
Thanks, Mike. To wrap up, I would like to highlight three things.
First, we are continuing to demonstrate that EMERGE turnaround is translating to durable, profitable growth. Q2 was a particularly strong quarter, with revenue growth, gross gross margin expansion, adjusted EBITDA eclipsing a million for the first time since Q4 2021, and positive all-in cash flow this quarter and year-to-date.
Second, while there's still work to do, our balance sheet is in a meaningfully stronger position than it was a few years ago. Our next priority on this front is to lower our cost of capital and ultimately reduce interest expense and improve cash flow to drive future growth, both organically and via opportunistic acquisitions.
Third, we remain focused on executing the EMERGE 3.0 strategy with precision, driving healthy organic growth overall while selectively pursuing accretive acquisitions that can supercharge top line, margins, and cash flow. We believe the progress we have made over the past several years has put EMERGE in a much stronger position, and we are excited about the opportunities ahead.
As always, I would like to take this opportunity to thank our board, employees, customers, suppliers, lenders, and shareholders for their unwavering support. With that, operator, we can now open the line for any questions.
Operator
Thank you. Ladies and gentlemen, we will now begin the question and answer session.
Should you have a question, please press star, followed by the one on your touch-tone phone. Should you wish to cancel your request, please press the star, followed by the two.
If you are using a speakerphone, please lift your handset before pressing any keys. Once again, that is star one should you wish to ask a question.
Your question is from Fred B. from Descap.
Your line is now open.
Hello, Ghassan. Um it's uh Fred from Descap.
I'm going to make it quick, just a couple of questions, please. Congrats on a great quarter.
Uh now, with the the recent outcomes of the trade war between uh Canada and the US, are you starting to see positive impacts uh uh for truLOCAL as you had last year?
Ghassan Halazon
Thanks. Appreciate it, Fred.
Nice to hear from you. Um it is an interesting one.
We are obviously watching all the, trade wars and the tariff headlines, and and the real impact it's having um in real time, uh I might add. From our business perspective, particularly, truLOCAL, I would say it's still a little too early to tell.
We don't want to get ahead of ourselves. Uh we obviously see spikes in in traffic for searches related to local, local food.
It's a bit early to call out, major impact on customer acquisition or anything like that. It's it's definitely something we're eyeing.
It doesn't look like it's, this uh this rhetoric and and, frankly, some of these actions that are being taken now, uh it doesn't look like that's about to cool down anytime soon. We're watching it closely, and uh, if it continues, there might uh be a sort of a similar round two to to to that madness, which ultimately has, as everyone knows, benefited truLOCAL and other, local uh DNA companies.
Uh I will say, though, that regardless, as I I pointed out earlier, the customer lifetime value metrics that we're seeing on truLOCAL relative to their customer acquisition cost remain very favorable. In a sense, we're seeing that $2,000-plus CLTV on customers relatively uh relatively to, I would say, broadly, the $150 to $175 uh customer acquisition cost range.
We're deeply in the money with customers. If anything, we're we're already, regardless of whether we get an additional macro bump or not, uh starting to think about and drive higher marketing to to build in more subscribers to a business model and a brand that we think deserves to scale uh more.
We are on it and uh and we're we're we're monitoring the situation.
Great. Glad to hear.
Uh thanks for that. On the financing uh side of things, it seems uh like management is uh upbeat about the possibility of a cheaper uh longer-term debt financing.
Are you able to share a sense of timing uh on that?
Ghassan Halazon
I know. I recall, I can't I can't remember if it was you who asked me a few quarters ago, but um at the time, we were we were positive on it and and on our progress, and we're even more positive now.
The reality is, in our conversations, with lenders, they tend to watch how is our EBITDA tracking and and and sort of, what is the the progress we're making? Obviously, Viral Loops was, in large part, achieved to really elevate our financial profile.
When you add this sort of consistent EBITDA, uh as well as consistent gross margin improvement, and ultimately cash flow improvement um, on a on a go-forward basis, then we we're really starting to feel like the picture is coming together. We are encouraged uh by the work we're doing on the debt side.
We're not going to comment on particulars yet, but just to be clear, like, this is, for us, um what I would view as a a a near-term goal and uh I think the sooner, the better, frankly. We're pushing ahead, and uh let's just say we're seeing positive signs in terms of the progress we've made, top line to bottom line.
We'll we'll we'll keep advancing it uh and and we think it's one of the key priorities, as we've as we've uh raised during uh during the earnings call and in our PR today.
Great. Great.
Sounds good. Um and uh just one final question, please.
Now, you your cash has has been uh going up uh on uh on the cash on the balance sheet. Now, would you consider paying down some of the debt or or maybe using that excess cash uh to uh do another acquisition?
Ghassan Halazon
Right. It's it's a bit of it's a bit of a intertwined answer I'm going to give you because there are a few moving parts here.
I'll say that, realistically, if we enter um a bank-style uh refinancing of our $5.85 million, if we enter a cheaper, longer-term facility as a as we've been wanting to, realistically, we're going to start setting aside cash to pay down debt over uh the course of years, right? Historically, we really haven't done so.
We We paid down debt when we sold a few non-core businesses a few prior years ago, but since then, it's just been the senior facilities have been at $5.85. Realistically, we're we're we're thinking through what we're going to be how we're going to be paying this debt facility down over the next 4, 5, 6, 7 years kind of thing, once we hopefully successfully enter into uh a new refinancing.
We wouldn't rush before then. If we think that's a near-term possibility, we're sort of exploring that to the max and advancing it to the max to hopefully come to fruition.
We're not rushing to take the cash we have right now to pay down debt, only to pay down debt again right a-, as as we enter this this sort of facility. It's something we we would consider in terms of excess cash as we go, if we continue to generate more cash flow and and sit on it.
Obviously, the two main purposes other than, first and foremost, operations and servicing working capital, which is in much better shape than it had been in prior years, uh now is the the two buckets you mentioned is, a, paydown of debt; b, acquisitions. That's that's sort of the art of capital allocation and thinking through what's more valuable, right?
If we can go buy a business for 3 to 4 times EBITDA, for example, again, much like we've done, with Tee-to-Green or Viral Loops, where we've acquired companies, below 3 times EBITDA, right? If we can get something opportunistic that adds another half a million or a million in EBITDA, perhaps that's more attractive than just paying down debt by, $750k or a million.
We have to make that We have to make that assessment when we're live. These are things we weigh and think about.
I would say that the the the line of order here is advancing our senior debt refinancing, figuring out what that looks like, hopefully, once we're on the other side, understanding that this is our plan to pay down debt. Make no question about it, just so so we're, abundantly clear here with with the audience, our goals are to reduce our debt uh over time.
Even though our debt to EBITDA is in much better shape, we think part of the cash flow generation needs to go to debt paydown. That is part of what we're committing to, but we're thinking through how that's going to come together, what those uh uh debt repayment schedules look like, and then balancing whatever is left for future acquisitions and, of course, for organic growth.
Great. Thank you so much for your answers.
Congrats again.
Ghassan Halazon
Thank you, Fred. Okay.
Operator
Thank you. There are no further questions at this time.
I will now hand the call back over to Ghassan Halazon for the closing remarks.
Ghassan Halazon
Great. That's it for today.
Once again, we appreciate everyone's time and interest in EMERGE Commerce and the progress that we're making. Enjoy what's left of summer and don't forget to shop local and buy Canadian now more than ever.
Thanks, everyone.
Operator
Thank you. This concludes today's conference call.
Thank you all for joining. You may now disconnect your lines.
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