Revenue of $47.4 million
Adjusted EBITDA of $8.4 million
June refinancing completed; debt maturities extended
(All figures in US dollars, unless otherwise indicated)
Toronto, Ontario--(Newsfile Corp. - August 28, 2026) - Ionik Corporation (TSXV: INIK) (OTCQB: INIKF) (the "Company" or "Ionik"), a data and technology-driven marketing platform, today announced financial results for the three months ended June 30, 2026 ("Q2 2026"), highlighted by a successful completion of its comprehensive debt reorganization and refinancing, strong Adjusted EBITDA and continued progress on platform integration.
Q2 2026 Financial Highlights
Revenue of $47.4 million, down 8% from $51.7 million in the same period of the prior year ("Q2 2025"). Growth in Media Activation, supported by new sales staff and key accounts, was more than offset by lower Marketing Optimization revenue, primarily from one customer.
Gross profit of $18.2 million, representing a 38% margin, compared to $20.9 million and a 40% margin in Q2 2025. The decline primarily reflected lower revenue and related gross profit from the same Marketing Optimization customer.
Net income from continuing operations was $14.9 million, or $0.04 per basic share and $0.03 per diluted share, compared with a net loss of $2.4 million, or $0.01 per basic and diluted share, in Q2 2025. The result included non-cash gains of $12.4 million on the fair value of financial liabilities and $8.8 million on extinguishment of loans and debentures.
Adjusted EBITDA1 of $8.4 million, compared to $9.5 million in Q2 2025. Lower customer revenue and gross profit were partly offset by reduced operating costs in Marketing Optimization and corporate functions associated with integration.
Adjusted Free Cash Flow1 of $6.8 million representing a 81% Adjusted Free Cash Flow conversion rate1, compared to $7.6 million and a 79%in Q2 2025.
1Please refer to "Non-IFRS Measures" section of this press release
Debt Reorganization and Financial Position
The $100 million credit package closed in June 2026 comprised an $80 million senior term facility, a $10 million revolving facility and a $10 million subordinated facility. The financing replaced the previous syndicated facility and funded acquisition-related cash settlements, transaction costs and working capital.
At June 30, 2026, total undiscounted debt was $124.8 million, compared with $111.4 million at March 31, 2026. The June balance comprised $80.0 million under the senior term facility, $9.0 million drawn on the revolver, $10.0 million of subordinated debt, $19.3 million of convertible debt and a $6.5 million promissory note.
Cash was $10.8 million, compared with $5.8 million at March 31, 2026 and $11.3 million at December 31, 2025. Senior debt net of cash was $78.2 million, compared with $58.3 million and $58.0 million, respectively. Undrawn revolving availability was $1.0 million at June 30, 2026.
The senior term facility matures in June 2029 and carries quarterly amortization. The remaining acquisition-related debt maturities were extended to March 2030. The Company remains subject to interest, principal-payment and covenant obligations.
Operating Alignment
On July 21, 2026, Ionik announced an alignment of its operating structure. Marketing Optimization operates under the SHIFT44 brand, while Media Activation operates under Q1Media. This operating-brand alignment was announced after the end of the second quarter.
First-Half Results and Management Commentary
For the six months ended June 30, 2026, net income from continuing operations was $13.8 million, compared with a net loss of $6.0 million in the prior-year period. Adjusted EBITDA1 was $14.2 million, compared with $15.8 million.
"Our focus in the first half of 2026 was on three main objectives: achieving our consolidated financial targets, completing the reorganization of our balance sheet including a refinance of our senior debt facility and continued integration under our two divisions of SHIFT44 and Q1Media. We are pleased with our first half EBITDA of $14.2 million, and with our new financing partners in place, remain focused on continued debt reduction while positioning the business for a strong second half as we advance our integration efforts. The work involved with our debt refinance is now behind us which allows us to exclusively focus on the go forward operation of Ionik," said Ted Hastings, Chief Executive Officer.
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 and amortization, gain/loss on disposal of assets and extinguishment of loans, fair value gain/loss on financial liabilities and modification/extinguishment on loans, 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, 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 for capitalized development costs, and income taxes paid during the period. Similarly, 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 present the Company's calculation of Adjusted EBITDA and Adjusted Free Cash Flow for each period:
| For the three months ended | ||||||||||||
| June 30, | March 31, | December 31, | September 30, | |||||||||
| 2026 | 2026 | 2025 | 2025 | |||||||||
| Net income (loss) | $ | 14,876 | $ | (1,105) | $ | (26,898) | $ | (1,039) | ||||
| Add: | ||||||||||||
| Finance costs | 2,853 | 2,874 | 4,167 | 4,623 | ||||||||
| Income tax expense | 2,092 | (1,388) | 6,923 | 312 | ||||||||
| Depreciation and amortization | 9,198 | 4,740 | 5,878 | 4,684 | ||||||||
| Impairment loss on goodwill and intangibles | - | - | 29,525 | - | ||||||||
| Fair value (gain) loss on financial liabilities | (12,389) | (93) | (9,632) | 207 | ||||||||
| Gain on disposal of assets | - | - | (1,039) | - | ||||||||
| Gain on extinguishment of loans and debentures | (8,828) | - | - | - | ||||||||
| Share-based compensation expense | 154 | 182 | 221 | 106 | ||||||||
| Extraordinary one-time expenses (recovery) | 515 | 501 | 553 | 360 | ||||||||
| Foreign exchange (gain) loss | (81) | 89 | 69 | (23) | ||||||||
| Non-recurring income | - | (30) | (10) | (3) | ||||||||
| Adjusted EBITDA1 | $ | 8,390 | $ | 5,770 | $ | 9,757 | $ | 9,227 | ||||
| Less: | ||||||||||||
| Acquisition of property and equipment | (2) | (4) | (1) | (4) | ||||||||
| Additions to intangible assets | (59) | (60) | (69) | (70) | ||||||||
| Taxes paid | (1,538) | (14) | (53) | (87) | ||||||||
| Adjusted Free Cash Flow1 | $ | 6,791 | $ | 5,692 | $ | 9,634 | $ | 9,066 | ||||
| For the three months ended | ||||||||||||
| June 30, | March 31, | December 31, | September 30, | |||||||||
| 2025 | 2025 | 2024 | 2024 | |||||||||
| Net loss | $ | (2,437) | $ | (3,542) | $ | (8,014) | $ | (2,574) | ||||
| Add: | ||||||||||||
| Finance costs | 4,949 | 4,546 | 4,483 | 3,094 | ||||||||
| Income tax (recovery) expense | 1,785 | 521 | (3,380) | 1,072 | ||||||||
| Depreciation and amortization | 4,685 | 4,703 | 5,864 | 3,675 | ||||||||
| Impairment loss on intangibles and goodwill | - | - | 5,847 | - | ||||||||
| (Gain) loss on disposal of assets | - | - | 83 | (110) | ||||||||
| Fair value (gain) loss on financial liabilities | 594 | (478) | 1,651 | (33) | ||||||||
| Gain on modification of loan | - | - | (16) | - | ||||||||
| Share-based compensation expense | 130 | 163 | 30 | 202 | ||||||||
| Extraordinary one-time expenses | (206) | 240 | 894 | 497 | ||||||||
| Foreign exchange (gain) loss | 96 | 133 | (57) | 134 | ||||||||
| Non-recurring income | (53) | (33) | (50) | (44) | ||||||||
| Adjusted EBITDA1 | $ | 9,543 | $ | 6,253 | $ | 7,335 | $ | 5,913 | ||||
| Less: | ||||||||||||
| Acquisition of property and equipment | (16) | (13) | (12) | (6) | ||||||||
| Additions to intangible assets | (75) | (76) | (75) | (70) | ||||||||
| Taxes paid | (1,889) | (144) | (2,447) | (406) | ||||||||
| Adjusted Free Cash Flow1 | $ | 7,563 | $ | 6,020 | $ | 4,801 | $ | 5,431 | ||||
| For the six months ended | ||||||
| June 30, | ||||||
| 2026 | 2025 | |||||
| Net income (loss) | $ | 13,771 | $ | (5,979) | ||
| Add: | ||||||
| Finance costs | 5,727 | 9,495 | ||||
| Income tax (recovery) expense | 704 | 2,306 | ||||
| Depreciation and amortization | 13,938 | 9,388 | ||||
| Fair value (gain) loss on financial liabilities | (12,482) | 116 | ||||
| Gain on extinguishment of loans and debentures | (8,828) | - | ||||
| Share-based compensation expense | 336 | 293 | ||||
| Extraordinary one-time expenses | 1,016 | 34 | ||||
| Foreign exchange loss | 8 | 229 | ||||
| Non-recurring income | (30) | (86) | ||||
| Adjusted EBITDA1 | $ | 14,160 | $ | 15,796 | ||
| Less: | ||||||
| Acquisition of property and equipment | (6) | (29) | ||||
| Additions to intangible assets | (119) | (151) | ||||
| Taxes paid | (1,552) | (2,033) | ||||
| Adjusted Free Cash Flow1 | $ | 12,483 | $ | 13,583 | ||
Financial Statements and MD&A
Ionik's Financial Statements and Management's Discussion and Analysis for the three and six months ended June 30, 2026, are posted on its corporate website at www.ionikgroup.com and available on the Company's profile on SEDAR+ at www.sedarplus.ca.
About Ionik
Ionik is a technology-driven marketing platform powered by proprietary first-party data and AI, enabling scalable customer acquisition and monetization across its SHIFT44 and Q1Media operating brands.
Additional information about the Company is available at www.sedarplus.ca.
Ionik Corporation
Sean Peasgood
Investor Relations
(647) 777-7564
Sean@SophicCapital.com
Jeff Collins
CFO
(416) 583-5918
invest@ionikgroup.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 is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Forward-looking information includes, but is not limited to, statements with respect to the business, financials and operations of the Company. Forward-looking information in this press release includes statements with respect to the Company's sufficiency of its capital position to execute on business and operational strategies, successful integration of acquisitions, operational and financial growth strategy, ability to make debt repayments, expected Adjusted Free Cash Flow and anticipated success in customer adoption of its marketing platform. 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.sedarplus.ca. 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311909
Source: Ionik Corporation