Earnings Call Transcript - NCPL Q4 2025

Coreen Kraysler, CFO

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., and I will 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 or 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.

Martin Kay, CEO

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, received its broker-dealer license. As a result, we believe that we are positioned 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 Infinite Black and the Infinite Black 2. MAGFAST, a charging device company, raised more than $10 million through multiple offerings on the Netcapital funding platform. And this was the second largest total amount raised under Reg CF in the consumer packaged goods industry according to KingsCrowd. We're also pleased to share that Avadain, a graphene licensing technology company, raised more than $1.275 million within the first 24 hours of launching its third offering on the Netcapital Funding Portal platform. So 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 and 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.

Unknown Analyst, Analyst

I was just wondering, could you shed light on your transition, what you're looking forward to doing in the future? You had mentioned it in the call. So I was just wondering if you could shed light on that.

Martin Kay, CEO

Sure. I'll take a stab at that, Jeremy. Thanks for the question. And if I'm not answering it, please follow back up. But yes, 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, I think, mentioned during fiscal 2025, we secured a broker-dealer license for our subsidiary, Netcapital Securities. That allows us to participate more fully in Reg A capital raisings, which are typically larger. So that we hope 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. But obviously, the regulatory environment has been somewhat in flux. Clearly, it's still in flux, but there are certainly some openings, and we have taken several steps to pursue that opportunity as well. So those, I think, are the areas that we're focused on. And 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.

Unknown Analyst, Analyst

I have two follow-up questions. First, was your consulting business the primary expense for the company, which contributed to this year's significant loss? Second, can you provide some insight on your plans regarding crypto?

Martin Kay, CEO

I can address the first question and provide some guidance on the second. Regarding the financial dynamics of our business, specifically the funding portal, it's essential to note that we operate as a fintech company. Our funding portal functions as a technology-based platform with fixed costs. We currently have around 20 employees, which is where most of our workforce is focused, and this structure allows for scalability. The main factor for achieving profitability and positive cash flow is the ability to scale the business effectively. On the other hand, our consulting or advisory services are not as technology-driven and, while we do utilize technology, they don't have the same scalability. Small companies often find it challenging to pay cash for those services, leading us to a situation where our consulting business had reached a scale that was sustainable but not expandable indefinitely. We are not interested in growing into a large consulting firm, especially since we often receive payments in equity, which can be difficult to assess in value compared to cash. That explains the current state of our business in response to your first question. For your second question regarding blockchain and digital assets, we are assessing opportunities based on their potential for long-term value creation. We observe numerous deals in the market that face regulatory and exchange scrutiny and ultimately compromise the viability of public listings. Our focus has never been on short-term trends. We carefully consider every opportunity, actively seeking beneficial prospects, but we are cautious about engaging in anything that wouldn’t serve our company or shareholders well, especially given what we see emerging in the market. Our advisory board was established to facilitate the genuine integration of blockchain into the capital formation process we are involved in. We view this as a promising opportunity that enhances access to capital for both primary and secondary trading, offering user experiences that haven't been feasible due to the regulatory landscape over the past few years.

Unknown Attendee, Investor

My question was similar to Jeremy's. It was mostly answered, but just to clarify, with the recent developments, I'm not from America, so please bear with me a little.

Martin Kay, CEO

Yes, no problem with it.

Unknown Attendee, Investor

In light 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.

Martin Kay, CEO

Yes. I'm not exactly sure what you're referring to, but our long-term mission is clear and hasn't changed. We are focused on making capital more accessible in the private markets, and we will continue to pursue opportunities that benefit our shareholders. We are expanding our efforts in Reg A, and as I mentioned, we are also looking for ways to incorporate blockchain, digital assets, and cryptocurrency into our more traditional fintech strategy.

Unknown Attendee, Investor

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

Martin Kay, CEO

Thank you for your question, Brandon. I think you've already made a significant point, so I'm not sure how much more I can add to that. However, I can provide some insights based on your comments. We believe there is a way for our business to continue creating value and to remain sustainable. This doesn't mean we haven't been exploring other opportunities. I'm unclear on what you mean by a strategic pivot, but I would argue that fully integrating blockchain into our operations, which we've already begun to do and are looking to expand further, is more of an extension than a pivot. Our core business does face challenges, and we need to scale. The current environment hasn't been very favorable for us, but we remain committed to our long-term mission. We're dedicated to utilizing whatever tools and technologies become available to ensure that our business effectively navigates both the regulatory landscape and user experience. These factors are constantly evolving, and so are we. One of our primary goals is to improve liquidity in the secondary market, which has been challenging for everyone in our sector. Innovative ideas for enhancing liquidity in private capital markets are emerging regularly, but I don't believe anyone has successfully balanced user experience with regulatory requirements in the U.S. We're actively investigating these matters and are eager to make progress.

Unknown Attendee, Investor

Martin, I have questions about your general and administrative expenses, particularly the legal costs. Why are they so high for a small company? $5.3 million seems excessive. I would expect legal costs to be around $1 million at most, and $200,000 for investor relations and proxy services is sufficient. This doesn't seem to align with what I would expect. Can you provide some clarification?

Martin Kay, CEO

We are a fintech company operating in the financial services industry, doing something quite innovative that regulators find challenging to understand. This has always been a hurdle for us. I completely agree that our legal expenses are higher than they should be, but this is part of the cost of being a public company in the fintech sector. I could have our CFO, Coreen, provide more specific details, but generally speaking, it is indeed frustrating. We invest considerable time, energy, and funds in educating regulators about our operations and rationale. There aren't many companies that resemble ours. Excluding the newly introduced Reg CF and Reg A, we essentially function as a public collection of minority equity investments, which regulators are not well-acquainted with. So, while we do spend more than ideal, it is not beyond what is necessary.

Unknown Attendee, Investor

Okay. To build on that, it's clear that this situation isn't sustainable. Are you considering going private? This is simply not viable for a public company with these figures.

Martin Kay, CEO

No, I don’t want to comment on that specifically other than to say no. The company uplisted to NASDAQ, which has many benefits, but it’s also clear that there are significant costs involved, regardless of the financial aspect. When you consider the financial services and the regulatory environment, it becomes very expensive. However, we believe that the trade-off is worth it, and some of the initiatives we are pursuing will definitely benefit from the exposure that comes with being a public company. Thanks, Paul. Well, as always, thank you for your interest and support of Netcapital. We really appreciate that, and I hope you all have a good day. Thank you.

Operator, Operator

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.