Netcapital - Earnings Call - Q3 2025

Executive Summary

• Q3 FY2025 revenue was $0.153M, down 85% YoY on the absence of equity-for-services consulting revenue and down ~10% QoQ; operating loss was $1.69M, and net loss was $3.01M ($-1.57 EPS).
• Management emphasized the strategic milestone of FINRA approval for its wholly owned broker-dealer (Netcapital Securities, Inc., “NSI”) and highlighted its first visible engagement (Algernon NeuroScience Reg A), positioning new revenue channels beyond legacy consulting.
• Results were further impacted by a $1.3M impairment on a portfolio company taken in the quarter, overshadowing otherwise lean cost of services and high gross margins.
• No formal guidance was provided; near-term stock narrative likely hinges on monetization of the broker-dealer, progression of Reg A/Reg D pipelines, and any secondary trading commercialization updates rather than backward-looking Q3 fundamentals.

What Went Well and What Went Wrong

• What Went Well

  • Broker-dealer catalyst: “NSI is now approved to… handle private placements… support Reg A and Reg D… partner with other broker-dealers,” expanding monetization avenues beyond consulting.
  • Early BD traction: NSI engaged by Algernon NeuroScience for a planned Reg A offering, a first concrete sign of pipeline conversion.
  • Cost discipline in delivery: Cost of services was just $7K with gross profit of $146K on $153K of revenue, reflecting a 95.3% gross margin in the quarter (mix-driven).

• What Went Wrong

  • Sharp revenue contraction: Revenue fell 85% YoY to $0.153M due to the lack of consulting service revenue for equity securities vs. $0.863M of such consulting revenue in Q3 FY2024.
  • Profitability deterioration: Net loss widened to $3.01M, including a $1.3M impairment charge related to a portfolio company; operating loss was $1.69M.
  • Liquidity down QoQ: Cash and equivalents declined to $0.614M at Jan 31 from $1.347M at Oct 31, highlighting the importance of near-term BD monetization.

Transcript

Operator (participant)

Thank you for holding. We sincerely appreciate your patience. Please stay on the line, and we'll be back in.

Good morning, and welcome to the Netcapital Third Quarter Fiscal 2025 conference call. At this time, all participants have been placed on a listen-only mode, and we will open the floor for your questions and comments after the presentation. Should you wish to join the queue at any time to ask a question, you may press Star 1 on your telephone keypad. Should you wish to remove yourself from queue, you may press Star 2. It's now my pleasure to turn the floor over to your host, Coreen Kraysler, CFO of Netcapital. Coreen, the floor is yours.

Coreen Kraysler (CFO)

Thank you, Tom. Good morning, everyone, and thank you for joining Netcapital's third quarter fiscal 2025 financial results conference call. I'm Coreen Kraysler, CFO of Netcapital, and I'll begin by reviewing our financial results, and then our Chief Executive Officer, Martin Kay, will share his prepared remarks before we open the Q&A portion of our call. Before we begin, I'd like to remind everyone of the safe harbor disclosure regarding forward-looking information. Management's discussion may include forward-looking statement.

These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. Any forward-looking statements reflect management's current views with respect to operations, results of operations, growth strategy, liquidity, and future events.

Netcapital assumes no obligation to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. With that said, I'd like to now turn to our financial results for the second quarter fiscal 2025. Revenues for the three months ended January 31, 2025, decreased by $890,111 or approximately 85% to $152,682 as compared to $1,042,793 during the three months ended January 31, 2024.

The decline in revenue was attributed to the lack of consulting service revenue for equity securities in Q3, 2025, as compared to revenue of $862,346 for consulting services for equity securities in Q3, 2024. In fiscal 2025, management has focused on establishing our broker-dealer subsidiary to gain additional sources of revenue, and we have not been pursuing the equity-based revenue contracts.

On November 22, 2024, we received FINRA approval for our broker-dealer subsidiary, Netcapital Securities Inc. We reported an operating loss of $1,687,692 for the third quarter fiscal 2025, as compared to an operating loss of $1,205,157 for the third quarter of fiscal 2024. We reported a net loss for the third quarter fiscal 2025 of approximately $3,006,537, as compared to a net loss of approximately $2.2 million for the same period in the prior year. Third quarter results reflect an impairment charge of $1.3 million for one of our portfolio companies. We recorded a net loss per share of $1.57 EPS for the third quarter, compared to EPS of a loss of $13.60 a share for the same period in the prior year. I'll now turn the call over to our CEO, Martin Kay.

Martin Kay (CEO)

Thank you, Corinne, and thank you to all our shareholders for being on this call today and for your continued interest and support of the company. As you heard from Corinne, we did face a tough time during the quarter. From a revenue perspective, we had a decrease, which we already touched on. While I do not want to diminish this, I do want to look at a major success we had during the quarter with our wholly owned subsidiary, Netcapital Securities Inc., or NSI, becoming a broker-dealer. During the year, as a company, we have shifted some focus towards the goal of establishing Netcapital Securities as a broker-dealer, and we successfully completed this goal following approval by the Financial Industry Regulatory Authority, or FINRA, in November. NSI is now approved to do three things. First, handle private placements of securities as well as referral business.

Second, support companies raising equity capital under Reg A and Reg D, enabling larger fundraisers and potentially attracting a broader range of issuers. Thirdly, partnering with other broker-dealers. Looking forward, we are pleased that Algernon NeuroScience recently engaged Netcapital Securities for one of those planned Regulation A or Reg A offerings and to provide broker-dealer and administrative services. Although the market environment remains uncertain, management remains cautiously optimistic, and we look forward to keeping you updated on our progress. As always, thank you for your interest and support of Netcapital. Operator, we are ready for questions.

Operator (participant)

Certainly. Ladies and gentlemen, the floor is now open for questions. If you wish to join the queue to ask a question at this time, please press Star 1 on your telephone keypad. We do ask, if listening on speakerphone this morning, that you pick up your handset while asking your question to provide optimal sound quality. Once again, if you wish to join the queue to ask a question at this time, please press Star 1 on your telephone keypad to join the queue. Please hold a moment while we pull for questions. Once again, as a final reminder, should you wish to join the queue to ask a question, you may press Star 1 at this time to join the queue. Once again, that'll be Star 1 to ask a question. There are no questions in queue at this time. I would now like to turn the floor back to Martin Kay for closing comments.

Martin Kay (CEO)

Okay. Thank you, Tom, and thanks, Corinne, our CFO, and thank you all for joining and, again, for your continued interest and support of the company. Take care. Thank you.

Operator (participant)

Thank you. This does conclude today's conference call. You may disconnect your lines at this time and have a wonderful day. Thank you for your participation.