Netcapital Q2 2025 Earnings Report

Netcapital EPS Results

• Actual EPS: -$2.34
• Consensus EPS: -$1.40
• Beat/Miss: Missed by -$0.94
• One Year Ago EPS: N/A

Netcapital Revenue Results

• Actual Revenue: N/A
• Expected Revenue: N/A
• Beat/Miss: N/A
• YoY Revenue Growth: N/A

Netcapital Announcement Details

• Quarter: Q2 2025
• Date: 12/16/2024
• Time: After Market Closes
• Conference Call Date: Monday, December 16, 2024
• Conference Call Time: 4:00PM ET

Netcapital (NASDAQ:NCPL) operates an SEC-registered online capital–raising platform that connects emerging companies with a broad base of individual and institutional investors. Through its web-based portal, Netcapital enables issuers to conduct equity offerings under Regulation CF, Regulation A+ and Regulation D, providing a streamlined process for startups and growth-stage businesses seeking to access private capital markets. The company’s platform incorporates digital subscription, investor accreditation checks and regulatory compliance tools designed to simplify deal execution for both issuers and backers.

For entrepreneurs and small-business owners, Netcapital offers end-to-end support that includes deal structuring, compliance workflow, and marketing assistance. Issuers can customize offering terms, set fundraising targets and engage directly with prospective investors via online communications and pitch materials. By leveraging automated workflows and standardized disclosure templates, the platform aims to reduce the cost and complexity traditionally associated with private securities offerings.

From the investor perspective, Netcapital provides access to curated deal flow spanning technology startups, consumer products, real estate ventures and specialty finance transactions. Accredited and non-accredited investors alike can browse available offerings, review offering documents and participate in funding rounds with custom investment ticket sizes. In addition, Netcapital has launched a regulated secondary trading venue that allows qualified investors to buy and sell previously issued securities in a digital environment.

Founded in 2015 and headquartered in New York City, Netcapital went public in mid-2022, listing its shares on the Nasdaq under the symbol NCPL. The company is led by a team of professionals with backgrounds in financial services, securities law and technology development. Netcapital’s platform serves issuers and investors across the United States, reflecting its commitment to expanding access to private-market opportunities.

Netcapital Q2 2025 Earnings Call Transcript

Key Takeaways

• Revenues for Q2 FY2025 fell by approximately 92% to $170,528 versus $2.04 M in Q2 FY2024, driven by the shift away from non-cash consulting service revenue.
• The company posted an operating loss of $2.2 M and a net loss of $2.22 M for the quarter, compared with profits in the prior‐year period, resulting in a loss per share of $2.34.
• On November 22, 2024, Net Capital received FINRA approval for its broker–dealer subsidiary, Net Capital Securities Inc., marking a key strategic milestone.
• The broker–dealer license allows the company to conduct private placements, host up to $75 M Reg A offerings, enter fee-sharing agreements and potentially generate new fee-based revenue streams.
• As of October 31, 2024, Net Capital held $1.35 M in cash and cash equivalents and over $25 M in equity securities from prior consulting arrangements, providing liquidity and balance sheet support.

Presentation

[Operator]

Good day, everyone, and welcome to the Netcapital Inc Second Quarter Fiscal 2025 conference call. At this time, all participants have been placed on a listen-only mode. If you have any questions or comments during the presentation, you may press star one on your phone to enter the question queue at any time, and we will open the floor for your questions and comments after the presentation. It is now my pleasure to turn the floor over to your host, Coreen Kraysler, CFO of Netcapital Inc. Ma'am, the floor is yours.

[Coreen Kraysler, CFO at Netcapital Inc]

Thank you, Matthew. Good morning, everyone, and thank you for joining Netcapital's second quarter fiscal 2025 financial results conference call. I'm Coreen Kraysler, CFO of Netcapital Inc. I will begin by reviewing our financial results, and then our Chief Executive Officer, Martin Kay, will share his prepared remarks before we open up 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.

[Coreen Kraysler, CFO at Netcapital Inc]

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 Q2 fiscal 2025 for the period ended October 31, 2024, decreased by approximately $1.9 million or approximately 92% to $170,528 as compared to approximately $2.04 million in Q2 fiscal 2024. The decline in revenues was attributed to the lack of consulting service revenue in Q2 2025 as compared to revenue of approximately $1.5 million for consulting services for equity securities and $62,000 for consulting revenue in Q2 2024.

[Coreen Kraysler, CFO at Netcapital Inc]

I'm pleased to report that as of November 22nd, 2024, we received approval from FINRA for our broker-dealer subsidiary, which will be a focus for the company moving forward. We reported an operating loss of $2.2 million approximately for the second quarter fiscal 2025 as compared to an operating profit of $52,220 for the second quarter fiscal 2024. Our net loss for the second quarter fiscal 2025 was approximately $2,220,501 as compared to a net profit of approximately $339,616 for the same period in the prior year. We reported a loss per share of $2.34 for the second quarter ended October 31, 2024, compared to earnings per share of $2.52 for the same period in the prior year. As of October 31, 2024, the company had cash and cash equivalents of $1,346,739. I'll now turn the call over to our CEO, Martin Kay.

[Martin Kay, CEO at Netcapital Inc]

Thank you, Coreen. I'd like to also thank everyone for being on this call today and for your interest and support of Netcapital. As Coreen mentioned, during the quarter, we saw a decrease in revenue primarily due to the shift away from what is primarily non-cash consulting service revenue. So with our focus on the broker-dealer subsidiary, we believe that we will see greater potential and value added in that area. And as such, we've not been pursuing equity-based revenue contracts. Recently, as Coreen mentioned, we were pleased to announce that our wholly-owned subsidiary, Netcapital Securities Inc, had received approval from the Financial Industry Regulatory Authority, or FINRA, to become a FINRA member broker-dealer. This marks a significant achievement for the company, and it begins to open new opportunities for more revenue streams.

[Martin Kay, CEO at Netcapital Inc]

We believe that by having Netcapital Securities Inc as registered broker-dealer, it could create new opportunities to expand the company's revenue base by hosting and generating additional fees from Reg A and Reg D offerings on the Netcapital platform. This positions the company to support larger fundraisers and potentially expand the range of investment opportunities available to its investor base. Our broker-dealer license allows us to conduct private placements of securities and referral business, support companies raising equity capital, as I mentioned, under Regulation A and Regulation D, partner with other broker-dealers to syndicate deals, charge fees on capital raised under Reg A and Reg D, as well as enter into fee-sharing agreements with other broker-dealers. Thank you for your continued interest and support of Netcapital, and we look forward to keeping you informed of our progress. Operator, we're ready for questions.

[Operator]

Certainly. Everyone at this time 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. We do ask that while posing your question, please pick up your handset if you're listening on speakerphone to provide optimum sound quality. Once again, if you have any questions or comments, please press star one on your phone. Please hold while I pull for questions. Thank you. Your first question is coming from Kal Malhi from Bullrun Capital. Your line is live.

[Kal Malhi, Analyst at Bullrun Capital]

Hello.

[Operator]

Hi, Kal. Go ahead.

[Kal Malhi, Analyst at Bullrun Capital]

Hi there. Hi. Who is this? Who am I speaking to?

[Operator]

You have Martin Kay, the CEO, and Coreen Kraysler, our CFO.

[Kal Malhi, Analyst at Bullrun Capital]

Okay. Hey, Martin, I'm an investor, and I do a lot of startups, and we look at crowdfunding or what have you. But more so, I'm curious to see what is your capital structure? I know online it says you've got a limited number of shares, but you guys trade crazy volumes based on what you have. Can you kind of provide an update on what that structure is?

[Martin Kay, CEO at Netcapital Inc]

It's all common stock. I mean, there's nothing really complex about it. We trade on Nasdaq, and we have a pretty diversified shareholder base, and not uncommon for that to trade large volumes periodically.

[Kal Malhi, Analyst at Bullrun Capital]

How many shares are outstanding now?

[Martin Kay, CEO at Netcapital Inc]

I think I'll defer to Coreen, but I think it's approximately 1.8 million shares outstanding.

[Kal Malhi, Analyst at Bullrun Capital]

Okay, and then you have a number of warrants or what have you? What are the cheapest warrants that are out there, and how many are out?

[Martin Kay, CEO at Netcapital Inc]

I don't know, Coreen, if you have that in front of you?

[Coreen Kraysler, CFO at Netcapital Inc]

I don't have that in front of me.

[Kal Malhi, Analyst at Bullrun Capital]

Okay. And what's your net assets right now? I know you have a number of investments in other companies. What would you say your net asset value is?

[Martin Kay, CEO at Netcapital Inc]

Well, if you're talking about the portfolio of equity securities, and we talked about the business we had been in of taking equity in return for consulting services, that portfolio of equity positions is, I believe, on the balance sheet we just disclosed, is a little over $25 million worth of net asset value in those equity positions.

[Kal Malhi, Analyst at Bullrun Capital]

What's your cash position in payables or liabilities?

[Martin Kay, CEO at Netcapital Inc]

Again, cash and cash equivalents at the end of the quarter, a little over $1.3 million.

[Coreen Kraysler, CFO at Netcapital Inc]

And we're going to have to move on to the next questioner after this. Thank you.

[Kal Malhi, Analyst at Bullrun Capital]

Okay.

[Operator]

Thank you. Your next question is coming from Chris Sakai from Singular Research. Your line is live.

[Chris Sakai, Analyst at Singular Research]

Yes, hi. Good morning. Just really wanted to get a sense and idea of what differentiates Netcapital Securities from other broker-dealers.

[Martin Kay, CEO at Netcapital Inc]

There's a number of things. Obviously, as we talked about the ability to support Reg A fundraising through the existing Netcapital platform, where we've already built out an ecosystem and a marketplace that brings investors and other issuers together, obviously creates a platform and an environment that is unique to the sort of equity crowdfunding industry versus traditional broker-dealer activities. So in other words, we have, and we've disclosed over 115,000 investor accounts, and we have robust relationships with digital marketing providers and a team internally that understands how to bring the right investors to the right deal in this way and in this model, which is relatively unique. Obviously, we have a few competitors in our space, but it's not the traditional broker-dealer business.

[Chris Sakai, Analyst at Singular Research]

Okay. Thanks for that, and also, does this new registration for broker-dealer, does that provide any revenue visibility? Can you see any new revenue streams from that, and about how much would that be, do you think?

[Martin Kay, CEO at Netcapital Inc]

We haven't disclosed specifically what that forecasts. That's not what we do. But as we discussed in our remarks, it certainly opens up the potential for new revenue streams. For example, Reg A, as I'm sure you know, allows issuers to raise a greater amount, up to $75 million in a 12-month period versus $5 million under Reg CF exemption. So that much larger raise. And as a broker-dealer, we are now able to structure a fee arrangement that is likely a percentage of that as opposed to some sort of flat fee. So that obviously is something that we plan to pursue.

[Chris Sakai, Analyst at Singular Research]

Do you see any large deals like that coming up?

[Martin Kay, CEO at Netcapital Inc]

Again, we haven't disclosed specifics of deals that we're pursuing, but safe to assume that, again, we are out in the marketplace talking to issuers all the time and have been. We've had almost 300 companies successfully raise on our platform. Many of those have gone on to raise additional rounds of capital and are obviously candidates also for Reg A. So yeah, we're in active discussions and have been for some time with companies who'd like to raise more capital than they can under Reg CF exemption.

[Chris Sakai, Analyst at Singular Research]

Okay. Great. Thanks.

[Operator]

Thank you. Your next question is coming from John Gilliam from Point Clear Strategic Capital. Your line is live.

[John Gilliam, Analyst at Point Clear Strategic Capital]

Good morning. Yes. Last quarter, you indicated that you expected the Templum ATS exchange to open up from the beta to a full launch in the quarter end of this month. And wanted just to get an update there if it's still expected to launch in 2024?

[Martin Kay, CEO at Netcapital Inc]

What I can say, and what we've said, I think, previously is the technical and product build-out is complete, as you mentioned, in partnership with the Templum ATS, but I think it's safe to say we're still working through some details of the regulatory framework governing secondary exchanges, and it's really important to us to make sure that we don't roll out or open up to everyone a capability that we're still wanting to get to be exactly right, so we're still working on that, and again, I think it's prudent for us to not do anything before we feel 100% comfortable that we have the best product experience and that we're operating within the regulatory framework in a way that we need to.

[Martin Kay, CEO at Netcapital Inc]

Again, we haven't really talked or disclosed the official timeline for launching that secondary transfer functionality, but that's all I can say at this point.

[John Gilliam, Analyst at Point Clear Strategic Capital]

Well, on the prior call, you mentioned you thought it would be in the calendar year end of 2024. Are you feeling like that's going to push into Q3, perhaps end of Q3, into Q4?

[Martin Kay, CEO at Netcapital Inc]

I think that's right.

[John Gilliam, Analyst at Point Clear Strategic Capital]

How far out do you think we're looking?

[Martin Kay, CEO at Netcapital Inc]

Again, I don't think I can confidently predict that at this point.

[John Gilliam, Analyst at Point Clear Strategic Capital]

Okay. Thank you.

[Operator]

Thank you. That concludes our Q&A session. I'll now hand the conference back to CFO Coreen Kraysler for closing remarks. Please go ahead.

[Coreen Kraysler, CFO at Netcapital Inc]

Thank you, everyone, for joining our call today. We really appreciate you as shareholders and potential shareholders. We are excited about the prospects ahead for our new broker-dealer subsidiary and wish you all a wonderful holiday season. Thank you.

[Martin Kay, CEO at Netcapital Inc]

Thank you all.

[Operator]

Thank you, everyone. This concludes today's event. You may disconnect at this time and have a wonderful day. Thank you for your participation.

Participants

Executives

• Martin Kay, CEO
• Coreen Kraysler, CFO

Analysts

• Chris Sakai, Analyst at Singular Research
• Kal Malhi, Analyst at Bullrun Capital
• John Gilliam, Analyst at Point Clear Strategic Capital