EMERGE Reports Strong Q2 2026 Results

• Q2 revenue increased by 7.4% to $9.1M (9^th consecutive quarter of YoY growth)
• Q2 Adj. EBITDA⁽¹⁾ improved by 7.3% to $1M (7^th consecutive quarter of positive Adj. EBITDA)
• Cash grew YoY to $4.8M from $3.5M
• Q3 2025 Outlook: Continued revenue growth, improved gross margins, and positive Adj. EBITDA⁽¹⁾ expected 

TORONTO, Aug. 27, 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 June 30, 2026. Copies of the interim Financial Statements and MD&A are available on the Company's profile on SEDAR at www.sedar.com.

Q2 2026 Financial Highlights

For the second quarter of 2026, compared to the second quarter of 2025:

• Q2 Revenue grew to $9.11M vs. $8.48M, an increase of 7.4% YoY, marking the 9^th consecutive quarter of YoY revenue growth 
• Q2 Gross profit grew to $3.55M vs. $3.09M, an increase of 14.8% YoY
• Q2 Gross margin increased to 39.0% vs. 36.5%
• Q2 Adj. EBITDA⁽¹⁾ improved to $1.03M vs. $0.96M, an increase of 7.3%, marking the 7^th consecutive quarter of positive Adj. EBITDA⁽¹⁾ 
• Positive Net Income of $200K, approximately in line with prior period
• Cash position grew to $4.8M (June 30, 2026) vs. $3.5M (June 30, 2025), an increase of $1.3M YoY

Viral Loops was acquired on March 10, 2026. Q2 was Viral Loops' first full quarter under EMERGE ownership.

Ghassan Halazon, Founder and CEO, EMERGE, "Q2 was our strongest quarter in years, across both revenue and Adjusted EBITDA⁽¹⁾, with positive cash flow generation on full display. The 2026 golf season launched with strength, while Viral Loops contributed meaningfully to our improved gross margins and positive cash flow in its first full quarter under EMERGE. Importantly, all three of our verticals drove positive Adjusted EBITDA⁽¹⁾. Q2 also provides a more representative view of the underlying business, with T2G having been acquired in early April 2025. We are especially pleased that the business achieved positive cash flow overall in both Q2 and year-to-date, as we continue to build a stronger, more durable EMERGE."

Outlook

For Q3 2026, EMERGE expects to deliver another quarter of revenue growth and positive Adjusted EBITDA⁽¹⁾.

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.

The Company continues to make targeted investments across its portfolio, including at the HQ level, to support current and future growth, both organic and inorganic.

Q3 is a seasonally strong quarter for the golf business, particularly Tee 2 Green ("T2G"), while it is generally a slower period for truLOCAL during the summer holiday period. Seasonality at Viral Loops is less pronounced.

Debt Refinancing

EMERGE is making meaningful progress toward refinancing its senior debt, which remains one of our key priorities. Management is increasingly encouraged by the developments to date and we believe the significantly improved financial profile of the business puts the Company in a strong position to secure a materially lower-cost, longer-term financing facility. We view this as an important step in further strengthening our balance sheet and supporting EMERGE's long-term growth objectives.

Top Priorities

The Company's top priorities in the near-term are to i) drive organic growth, ii) extract synergies and savings to improve profitability, iii) explore avenues to enhance cash flow and reduce interest expense; and iv) explore accretive strategic/ tuck-in acquisition opportunities.

Conference Call

Management will host a conference call on Thursday, August 27 at 9:00 am ET to discuss its second quarter results. To access the conference call, please dial [phone] or [phone] and provide conference ID 99792.

Alternatively, the conference call can be accessed online at: https://app.webinar.net/DA8mBZqykrg.

Selected Financial Highlights

The 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 six months ended June 30, 2026, which are available on SEDAR.

Selected Financial Information

The following financial information has been summarized from the Company's unaudited condensed consolidated interim financial statements (excluding GMS and Adjusted EBITDA):

	Three months ended June 30,		Six months ended June 30,
	2026 $	2025 $	2026	2025
Gross Merchandise Sales	11,817,489	11,441,510	20,308,176	19,450,080
Total revenue	9,109,675	8,480,847	15,016,925	13,509,805
Adjusted EBITDA	1,030,934	958,016	1,153,174	990,315
Net loss from continuing operations	199,662	201,031	74,188	179,422
Net income	199,662	200,086	74,188	603,206
Basic and diluted loss per share from continuing operations	0.0011	0.00141	0.0004	0.00127
Total assets	13,707,680	10,625,159	13,707,680	10,625,159
Long-term liabilities	7,503,359	9,463,464	7,503,359	9,463,464

The following table presents Adjusted EBITDA for the three and six months ended June 30, 2026, and the Adjusted EBITDA loss for the three and six months ended June 30, 2025, along with a reconciliation of the Company's reported results to its adjusted measures.

	Three months ended June 30,		Six months ended June 30,
	2026	2025	2026	2025
Net income	199,662	200,086	74,188	603,206
Add back:
Finance costs	433,781	369,681	799,533	623,908
Income taxes (recovery)	180,121	108,915	207,720	189,462
Amortization	106,392	51,669	183,311	104,447
EBITDA	919,956	730,351	1,264,752	1,521,023
Share-based compensation	32,400	63,379	64,800	121,524
Transaction cost	30,852	16,259	69,458	29,217
Foreign exchange and other losses (gains)	5,891	(234,772)	(68,078)	(639,519)
Gain on debt modification	-	-	(259,581)	-
Fair value adjustment to inventory acquired^1	41,835	381,854	81,823	381,854
Net loss (income) from discontinued operations	-	945	-	(423,784)
Adjusted EBITDA	1,030,934	958,016	1,153,174	990,315

The following table highlights GMS for the three and six months ended June 30, 2026 and 2025, and a reconciliation of the Company's reported results to its adjusted measures.

	Three months ended June 30,		Six months ended June 30,
	2026	2025	2026	2025
Revenue	9,109,675	8,480,847	15,016,925	13,509,805
Adjusted for:
Merchant costs deducted from net revenue	2,430,664	2,888,023	5,618,150	6,669,701
Deferred revenue and other adjustments to revenue recognized	336,954	157,609	(315,160)	(602,673)
Advertising revenue	(59,804)	(84,969)	(11,739)	(126,753)
GMS	11,817,489	11,441,510	20,308,176	19,450,080

About EMERGE

EMERGE 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.  

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Neither 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 Measures

This 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 and six months ended June 30, 2026 in the section "Non-GAAP Financial Measures" available through SEDAR at www.sedar.com.

Notice regarding forward-looking statements

This 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.

For further information: Mike Murphy, EMERGE Commerce Ltd., 416-479-9590, [email protected]