Netcapital - Earnings Call - Q4 2025

Transcript

Speaker 6

Today, and welcome to the Netcapital Inc. earnings call. At this time, all participants have been placed on a listening mode. The floor will be open for questions and comments following the presentation. It is now my pleasure to turn the floor over to your host, Coreen Kraysler. Ma'am, the floor is yours.

Speaker 2

Thank you, Paul. Good morning, everyone, and thank you for joining Netcapital's full-year fiscal 2025 financial results conference call. I'm Coreen Kraysler, CFO of Netcapital Inc. 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 statements. 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 full year fiscal 2025. We reported revenues of $869,460, with cost of services of $40,344, for a gross profit of $829,116 in fiscal year 2025. This compares to revenues of approximately $4.9 million, with cost of services of approximately $108,000, and gross profit of approximately $4.8 million in fiscal year 2024. In line with our shift in business strategy in fiscal year 2025, we discontinued our consulting services to portfolio companies in exchange for equity, which accounted for the largest portion of our revenue decline year over year.

However, our funding portal did charge a 1% fee, payable in securities, to every issuer that closed an offering. The dollar value of that fee amounted to $72,090 and $97,700 for the years ended April 30, 2025, and 2024, respectively. In fiscal 2025, we evaluated our equity investments in multiple issuers for impairment in accordance with ASC 321-10-35-3. The fair value of several investments had declined below their carrying amounts, which were other than temporary. Qualitative indicators included the resignation of key personnel, discontinuation of business operations, termination of fundraising efforts, and other adverse developments. As a result, we wrote off several investments, resulting in an impairment expense of approximately $19.9 million. We reported an operating loss of approximately $8.3 million for full year fiscal 2025, as compared to an operating loss of approximately $3.4 million for full year fiscal 2024.

The net loss for full year fiscal 2025 was approximately $28.3 million, as compared to approximately $4.9 million for fiscal 2024. We reported a loss per share of $20.39, as compared to a loss per share of $28.83 for fiscal year 2024. I will now turn the call over to our CEO, Martin Kay.

Speaker 4

Thank you, Coreen, and thank you to all our shareholders for being on this call today and for your continued support and interest in the company. As you heard from Coreen, revenues did decline, but fiscal 2025 marked a pivotal shift in our strategy as we transitioned away from equity-based consulting revenue to focus on building a stronger, more scalable foundation for future growth. While this realignment brought some near-term volatility, and despite the challenges of macroeconomic headwinds and uncertainty in the financial markets, we remained on task to strengthen the core of our business and lay the foundation for long-term growth. During fiscal 2025, our wholly owned subsidiary Netcapital Securities Inc. received its broker-dealer license. As a result, we believe that we have petitioned to serve a broader base of issuers and investors and have the ability to deepen our impact on democratizing access to private markets.

I think it's also important to highlight platform success stories for our clients during the past year. For instance, our portfolio company, Zelgor, acquired Spellbook Studio, creators of the Internet of Black and the Internet of Black 2. Magfast, a charging device company, raised more than $10 million through multiple offerings on the Netcapital Funding Portal, and this was the second largest total amount raised under Reg CF in the consumer packaged goods sector, according to Kingsprout. We're also pleased to share that Avidan, a graphing licensing technology company, raised more than $1.275 million within the first 24 hours of launching its third offering on the Netcapital Funding Portal. We're proud of the tangible results our platform continues to deliver, which underscore the power of our ecosystem to help innovative companies scale.

We believe, we continue to believe strongly in our mission to democratize access to private capital markets and remain committed to disciplined execution, product innovation, and long-term value creation. As always, thank you for your interest and support of Netcapital, and operator, we're ready for questions.

Speaker 6

Thank you. At this time, we will be conducting a question and answer session. If you have any questions or comments, please press star one on your phone at this time. In the interest of time, we ask our participants to limit themselves to one question and one follow-up on today's call. We ask that while posing your question, you please pick up your handset if listening on speakerphone to provide optimum sound quality. Once again, that is star one if you wish to ask a question on today's call. Please hold while we pose the question. Once again, that will be a star one on your phone if you wish to ask a question on today's call. There were no questions. Apologies. We just did get a question in. The first question today is coming from Jeremy Mink from Lactus. Jeremy, your line is live.

Speaker 0

Hi. I was just wondering, could you shed light on your transition, what you're looking forward to doing in the future? I've mentioned this on the call, so I was just wondering if you could shed light on that. Thank you.

Speaker 4

Sure. I'll take a stab at that, Jeremy. Thanks for the question. If I'm not answering it, please follow back up. We talked about broadening the platform to do what we do, which is help companies raise capital to build their businesses. We've been in the Reg CF business. As Coreen Kraysler, I think, mentioned, during fiscal 2025, we secured a broker-dealer license for our subsidiary Netcapital Securities Inc. That allows us to participate more fully in Reg A capital raisings, which are typically larger. We hope that will allow us to broaden our access to the capital raising fees associated with that. We also have always believed in the integration of blockchain, digital assets, and crypto with traditional finance. Obviously, the regulatory environment has been somewhat in flux.

Clearly, it's still in flux, but there's certainly some openings, and we have taken several steps to pursue that opportunity as well. Those, I think, are the areas that we're focused on. As Coreen mentioned, we've moved away from our equity-based consulting business to focus more on those more scalable, cash-generating products and services.

Speaker 0

To piggyback off that, I just have two follow-ups, sort of tied together. Your consultant business, what's the consultant business for measure cost of running for a company? That's why I have such a high, you know, crypto large loss this quarter, as to this year, excuse me. Second question is, could you shed light on that crypto, what you're planning on doing with crypto, and how that's going to be.

Speaker 4

I can answer the first question, and then I'll offer some guidance on the second. The first question around the financial dynamics of our business, the funding portal itself, so leave aside the consulting or advisory practice. The funding portal is technology. We're a fintech company. As typical in that sort of situation, there's a fixed-cost platform. If you look at, we have approximately, I think, 20 employees is what we've disclosed. If you look across our employee base, that's where you'd see most of our employees working. That's a very scalable operation. The key, obviously, was getting to profitability there, and cash flow positive is scaling and continuing to scale the business. The consulting business or the advisory business, obviously, is not necessarily so much technology-based. Obviously, we leverage technology there, but it's not as scalable.

We found that, and typically, small companies struggle to pay cash for those services. We were in a business that was, you know, had scaled fine to the level that we were at, but wasn't going to obviously scale forever. We weren't really looking to build out a giant consulting company, and also where we were typically being paid in equity, which is hard to value, versus cash. That's kind of the way the current business looks, which I think was the first part of your question. Second part, with respect to blockchain and digital assets in general, we were evaluating opportunities against the potential for long-term value creation. Every day we see deals, I see deals getting done so that trade down in the market, poor regulatory and exchange scrutiny, and ultimately threaten a company's viability in public listing.

We are not, and never have been, focused on the short-term fads. We evaluate every opportunity that comes our way, and we're out looking for opportunities, but we're not looking to jump on something that's going to be not a good deal for the company or for our shareholders. You see some of that happening out in the market. The underlying trend with respect to crypto, and the reason we put our advisory board together, was to focus on the real integration of blockchain into the capital formation process that we're a part of. We think, I believe that's a very exciting opportunity for us, which opens up access to capital, basically, both in primary and in secondary trading, in ways and with user experiences that have not been possible, given the regulatory environments primarily over the last few years.

Speaker 6

Thank you. The next question is coming from Luis Navarrete, who's a private investor. Luis, your line is live.

Speaker 3

Hello, Martin. My question was similar to Jeremy's question, so it was basically answered. To be confident, with recent, how do you say? I'm not from America, so bear with me a little.

Speaker 4

Yeah, no problem, Luis.

Speaker 3

I'm out of the recent performance. I was just thinking if you are evaluating different possibilities of adopting a new strategy with the recent current trends other companies are adopting.

Speaker 4

I'm not sure exactly what you're referring to there, Luis, but for sure, our long-term mission is pretty clear and hasn't really changed. We're about democratizing access to capital in the private capital markets, and we'll continue to explore every opportunity to do that in a way that is a treatise to shareholders.

Speaker 3

Okay.

Speaker 4

We're expanding across the Reg A. As I mentioned, we're looking for ways to integrate blockchain, digital assets, and crypto with our more traditional fintech approach.

Speaker 3

Okay. Yeah, that's what I wanted to hear. Thank you.

Speaker 4

You're welcome.

Speaker 6

Thank you. The next question is coming from Brandon Enzer, and Brandon is a private investor. Brandon, your line is live.

Speaker 5

I was thinking the current business model seems to be unsustainable with no credible path to a turnaround. Everything seems to be urgently needed. Can you elaborate on that?

Speaker 4

Thanks for the question, Brandon, but I think you made the statement, so I don't know how I can elaborate on that necessarily. Yeah, I can comment on what you said. We do believe that our business, there is a path to continue creating value and for the business to be sustainable. That's not to say we're not always and haven't always been looking at other opportunities. I'm not sure what you mean by a strategic pivot. I would argue that incorporating blockchain into what we do more fully, and we've taken a few steps in that direction already and obviously are exploring others, is the most obvious extension, I would say. I don't think it's a strategic pivot. I think it's an extension. No question, our core business faces challenges. We need to scale. As Coreen Kraysler mentioned, the environment has not been wonderful for what we do.

We're still very committed to that long-term mission, and we're committed to using whatever tools and technologies become available so that we can, our business is all about kind of threading the needle between the regulatory environment and the user experience. We're trying to create and continue to create and evolve something that is a compelling user experience, but also works within the regulatory environment in which we operate. Those things are constantly changing. Yes, we're constantly evolving. I think we've made no secret that one of the most important things for us is liquidity in the secondary market, and that's been a challenge for everyone in our space. You see new ideas for providing liquidity in private capital markets. You see new ideas every day. I don't believe anybody has cracked that intersection of the user experience and the regulatory environment, at least in the U.S.

Those are things that we're actively exploring, and we're looking to move forward on that front.

Speaker 3

Okay, cool. Thank you.

Speaker 6

The next question is coming from Emily McLellan. Emily is a private investor. Emily, your line is live.

Speaker 1

Hi, Martin. I had questions regarding your G&A legal or your G&A expenses. Why are they so high for such a small company? I mean, $5.3 million. I mean, $1 million to be at legal at most, $200K to IR, and proxy is sufficient. That doesn't look right on the books. Can you elaborate?

Speaker 4

Look, I mean, we're a fintech company in the financial services space doing something that is very new and very different that, frankly, the regulators don't understand very well. This is, we've always had a challenge with this. Our legal expenses are much more than they should be, but that's the cost of doing business at this point as a public company in the fintech space, financial services. I could let Coreen Kraysler, our CFO, comment more specifically, but that's the general, and it is a frustration. We spend a lot of time and energy and money, frankly, educating the regulators on what we do and why we do it. There just aren't a lot of companies that look like us.

Even beside the Reg CF and the Reg A, which is obviously all new in the grand scheme of things, our portfolio companies are essentially operating as a public collection of minority equity investments, which is, again, not something that the regulators typically have much experience in or understanding of. Yes, we spend more than we should, but it's not more than we need to.

Speaker 1

Okay. I guess just to piggyback off that, I don't think it takes someone with too high intellect to know that that's just not sustainable. Would you guys, you know, are you guys exploring going private? This is just, it's not sustainable for a public company with these numbers.

Speaker 4

No, I don't want to comment on that necessarily, other than to say no. The company uplisted to NASDAQ. There are many benefits to being a public company, but it's obviously no secret that there are also lots of costs, irrespective of whether you're a financial layer on top of financial services, and the regulatory environment there just becomes very, very expensive. We found and continue to believe that the trade-off is worth it, and some of the things that we're exploring will certainly benefit from the exposure of being a public company.

Speaker 6

Thank you. That does conclude today's Q&A session. I will now hand the call back to Martin Kay for closing remarks.

Speaker 4

Hey, thanks, Paul. Thank you for your interest and support of Netcapital. We appreciate, we really appreciate that. Good day. Thank you.

Speaker 6

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.