Netcapital Q1 2025 Earnings Report

Netcapital EPS Results

• Actual EPS: -$5.10
• Consensus EPS: -$0.62
• Beat/Miss: Missed by -$4.48
• One Year Ago EPS: N/A

Netcapital Revenue Results

• Actual Revenue: $0.14 million
• Expected Revenue: $1.22 million
• Beat/Miss: Missed by -$1.08 million
• YoY Revenue Growth: N/A

Netcapital Announcement Details

• Quarter: Q1 2025
• Date: 9/16/2024
• Time: Before Market Opens
• Conference Call Date: Tuesday, September 17, 2024
• Conference Call Time: 11:00AM 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 Q1 2025 Earnings Call Transcript

Key Takeaways

• Revenues for Q1 fiscal 2025 plunged by nearly 91% to $142,227, driven by a complete drop-off in equity-based contracts and a 60% decline in portal fees.
• The company reported an operating loss of approximately $2.5 million and a net loss of $2.52 million (EPS of $5.10) vs. losses of $749,020 and $491,655 (EPS $4.61) in the prior year period.
• NET Capital launched a beta version of its secondary trading platform via Templum ATS and is pursuing broker-dealer registration to offer Reg A+ and Reg D deals, aiming to boost hosting fees and distribution.
• An ATM agreement is in place and the company has regained compliance with NASDAQ’s bid price rule, ensuring continued listing status and supporting shareholder confidence.
• Management is focused on establishing a broker-dealer subsidiary to diversify revenue sources beyond equity-based service contracts.

Presentation

[Operator]

Good day, everyone, and welcome to the Netcapital Inc. quarterly earnings 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. It is now my pleasure to turn the floor over to your host, Coreen Kraysler. Ma'am, the floor is yours.

[Coreen Kraysler, CFO at Netcapital Inc.]

Thank you, Matt. Good morning, everyone, and thank you for joining Netcapital's first quarter fiscal twenty twenty-five financial results conference call. This is Coreen Kraysler, CFO of Netcapital Inc. I will begin with a review of our financial results. Following that, our Chief Executive Officer, Martin Kay, will deliver his prepared remarks before we open up the Q&A portion of our call. Before we begin, I'd like to draw your attention to the customary 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.

[Coreen Kraysler, CFO at Netcapital Inc.]

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 first quarter of fiscal 2025. Revenues for the first quarter of fiscal 2025, for the period ending July 31, 2024, decreased by almost $1.4 million, or approximately 91% to $142,227, compared to approximately $1.5 million in the first quarter of 2024.

[Coreen Kraysler, CFO at Netcapital Inc.]

The decline in revenues was primarily attributed to a decrease in revenues for the services that we provide in exchange for equity securities during the quarter. We had no revenues from equity-based contracts as compared to over $1.1 million in such revenues in the three months ended July thirty-first, 2023. We are focusing on establishing a broker-dealer subsidiary so that the company may have additional sources of revenue, and we have not been pursuing equity-based revenue contracts. Total funding portal revenues declined by $233,800, or approximately 62% to $142,056 during the first quarter of fiscal 2025. Total funding portal revenues consist of portal fees, listing fees, and a 1% equity fee.

[Coreen Kraysler, CFO at Netcapital Inc.]

Revenue from portal fees decreased by $132,427, or approximately 60% in the three months ended July 31, 2024, to $80,429 from $221,856 in the three months ended July 31, 2023. Revenues from portal fees consist of a 4.9% fee of the total capital raised by an issuer, plus six miscellaneous charges for fees, such as [rolling closes] for the filing of an amended offering statement. The decline in portal fees is a result of the decrease in the amount of capital raised on our funding portal during the period.

[Coreen Kraysler, CFO at Netcapital Inc.]

Total funds raised in the offerings decreased by almost $1.8 million, or approximately 60% in the three-month period ending July 31st, 2024, to approximately $1.2 million, as compared to approximately $2.96 million in the same period of 2023. Revenue from listing fees decreased by $111,700, or approximately 52% to $52,700 in the three months ended July 31st, 2024, as compared to $154,000 in the three months ended July 31st, 2023. Listing fees are typically $5,000 per issuer, and they are the first form of revenue earned by our funding portal when an issuer signs a contract with us to sell securities on the portal. The drop in listing fees can be attributed to experienced salesperson whose relations have been [audio distortion].

[Coreen Kraysler, CFO at Netcapital Inc.]

An issuer before his response to the offering. Most issuers-

[Operator]

Coreen, I do apologize. This is the operator. Your line is breaking up. I'm going to attempt to dial out to your line so I can get a clear connection.

[Coreen Kraysler, CFO at Netcapital Inc.]

Okay. Okay.

[Operator]

Coreen, your line is live.

[Coreen Kraysler, CFO at Netcapital Inc.]

Thank you. We had an operating loss of approximately $2.5 million for the first quarter of fiscal 2025, as compared to an operating loss of $749,020 for the first quarter of fiscal 2024. Our net loss for the first quarter fiscal 2025 was $2,527,170, as compared to $491,665 for the same period prior. We reported a loss per share of $5.10 for the first quarter ended July thirty-first, 2024, compared to a loss per share of $4.61 for the same period in the prior year. 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 thank everyone for showing their interest in being on this call today. We did see some challenges during the quarter, especially in regard to our operational and financial metrics. The climate for fundraising does slow down during the summertime, and there is, of course, some cyclicality and some unpredictability in our business. With that said, we've taken some important steps this quarter. First, the beta version launch of our secondary trading platform through the Templum ATS, which may offer investors another way to trade through the Netcapital Funding Portal. Templum ATS is now approved in over fifty U.S. states and territories, and this partnership may provide our investors with better liquidity for secondary trading. The second thing is, another key initiative is our application for broker-dealer registration with FINRA, which Coreen mentioned.

[Martin Kay, CEO at Netcapital Inc.]

We intend to use this to offer Reg A+ and Reg D deals and form broker-dealer partnerships. This may help grow our revenues through hosting and fees and enhance our distribution capabilities, which may expand our current ecosystem and our addressable market. During the quarter, we also put in place an ATM agreement and regained compliance with Nasdaq's listing Rule 5550(a)(2), known as the Bid Price Rule, which will allow us to continue trading on Nasdaq. It's important for us to maintain our Nasdaq listing to further support shareholder value and confidence. So despite the challenges we face, we very much remain committed to our vision of empowering entrepreneurs and investors by providing a streamlined platform for capital raising and investing in early-stage and growth-stage companies.

[Martin Kay, CEO at Netcapital Inc.]

Our portal facilitates access to capital through equity, crowdfunding, and other investment opportunities, democratizing the investment process and fostering innovation and growth. By focusing on transparency, efficiency, and user engagement, Netcapital seeks to create a more inclusive financial ecosystem that benefits both issuers and investors. Again, and as always, thank you for your interest and support of Netcapital. Operator, we are ready for questions.

[Operator]

Certainly. Everyone at this time, we'll 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 we poll for questions. Thank you. Your first question is coming from John Gillon from PointClear. Your line is live.

[John Gillon, COO at PointClear]

Yes, Martin, thank you. Could you give us an idea of the launch date of the secondary trading portal, where it'll be fully available to retail investors?

[Martin Kay, CEO at Netcapital Inc.]

I'm sorry, I didn't quite catch the question there. My phone bleeped. You were asking about the secondary?

[John Gillon, COO at PointClear]

Asking about the launch date of the trading platform, the secondary trading platform, yes. When will it be available for retail investors?

[Martin Kay, CEO at Netcapital Inc.]

Got it. Great, thanks. Great question, and that's not something that we have specifically, you know, stated to the market at this point. We're still working through some issues with usability and so on, and we wanna make sure that when we go live with it to a broader group outside of our closed beta, that we get the most impact from that launch. So we have... We're holding off for now on launching that more broadly.

[John Gillon, COO at PointClear]

At the Wainwright conference, you mentioned it would launch soon. I guess what I'm looking for is ballpark idea. Are we talking Q4? Are we talking twenty twenty-five, calendar year twenty twenty-five? Just a ballpark idea.

[Martin Kay, CEO at Netcapital Inc.]

You know, I can't give you anything too specific. But, you know, we're moving as quickly as we can with both the regulators and our customers, our issuers and investors, to make sure that we get that, you know, we launch that to have its maximum effect in the marketplace.

[John Gillon, COO at PointClear]

That's not a very good answer. Really looking for, I mean, is it gonna be in the next year? Is it gonna be two years?

[Martin Kay, CEO at Netcapital Inc.]

It's certainly not gonna-

[John Gillon, COO at PointClear]

It's been eighteen months since it was announced. Eighteen months ago, thereabout-

[Martin Kay, CEO at Netcapital Inc.]

Yeah

[John Gillon, COO at PointClear]

is when it was announced. So just trying to get an idea. I mean, what are we looking at?

[Martin Kay, CEO at Netcapital Inc.]

It's a very fair question, and, you know, it. Again, it's, you know, we have had, as we've announced, the end-to-end platform in partnership with the ATS Templum. We've had that technology and that platform built out for some months now. We've been doing some testing with a closed group of beta users. I think, you know, we'd hope to be able to launch before the end of this calendar year.But again, there are factors as we've stated in all of the filings we've made on this topic. There are factors that are, you know, somewhat beyond our control with respect to regulations. I can't really be much more specific than that, unfortunately.

[John Gillon, COO at PointClear]

All right. With regard to the companies that are listed on our balance sheet as, you know, at the price that they've had offerings recently, will all of those securities be available to trade on the secondary trading platform when it opens?

[Martin Kay, CEO at Netcapital Inc.]

That is the intention, yes. That's what we have-

[John Gillon, COO at PointClear]

Very good.

[Martin Kay, CEO at Netcapital Inc.]

Stated in our filings.

[Operator]

Thank you. Your next question is coming from Patrick Rooney, from Crosby Capital. Your line is live.

[Patrick Rooney, Managing Director at Crosby Capital]

Hi, Martin. On your ATM, do you intend to do a press release as you partially complete that, or only when it's totally complete? That's one. Second question, what is your monthly burn rate?

[Martin Kay, CEO at Netcapital Inc.]

And I think you meant the ATM, right, Pat? You were asking about that.

[Patrick Rooney, Managing Director at Crosby Capital]

Yeah. Yeah.

[Martin Kay, CEO at Netcapital Inc.]

Yeah.

[Patrick Rooney, Managing Director at Crosby Capital]

The ATM. In other words, if it gets partially done, you do not $2.1 million, but you do $300,000. Will you make a press release or not?

[Coreen Kraysler, CFO at Netcapital Inc.]

We did not announce usage of the ATM. You will see it in our quarterly filings.

[Patrick Rooney, Managing Director at Crosby Capital]

You will not make an announcement if you're successfully-

[Coreen Kraysler, CFO at Netcapital Inc.]

We don't put out... We're not required to put out a press release or an 8-K when we use the ATM, but we do disclose the ATM usage in our quarterly filings.

[Patrick Rooney, Managing Director at Crosby Capital]

Okay. And the burn rate, I assume that you... Well, go ahead. Monthly burn rate.

[Coreen Kraysler, CFO at Netcapital Inc.]

We've said in the past that our burn rate is $300,000+ a month.

[Patrick Rooney, Managing Director at Crosby Capital]

Okay. All right. I appreciate it. Thanks.

[Operator]

Thank you. Your next question is coming from Robert Topping, from Topping Capital. Your line is live.

[Robert Topping, Founder and Managing Member at Topping Capital]

Hey, hey, everybody. Sorry for the background noise here. I'm on the street. But I'll probably just kind of extend to the two earlier questions in another manner. But on the operating burn, you know, given all the investment in the ATS system, do you see that curtailing? I mean, when you effectively do a full launch, does the burn on that slow down pretty dramatically? I mean, how much of that $300,000 a month is dedicated towards that? And then, the other question I had, and I may circle back with two more, but the other question I had is: on the ATS launch, is some of the friction regulatory or, or is it just the beta group and the technology and, and working through that?

[Martin Kay, CEO at Netcapital Inc.]

I'll start us off and Coreen can jump in for sure. You know, with respect to the secondary and the burn, yes, there is some relationship. I would say, you know, one of the things that we're doing is we're spending a lot of time and resources and energy of our own, and with third parties, educating regulators on what we're doing, why we're doing it, why we're allowed to do it, why it's part of the regulatory framework that we operate within. So yes, I think, Rob, and thanks for the questions. I think there's a relationship there, but maybe not the one you suspected around building out the platform. A lot of the technology is... I mean, well, it, you know, as you guys know, it's never done.

[Martin Kay, CEO at Netcapital Inc.]

You know, a product is never done. There's always improvements, there's always enhancements. But we have, you know, a launch-ready beta. That's why we announced it to a closed group. You know, there's always work to be done to enhance the product as we go forward, and there always will be. But a lot of what we're spending time and money on right now is making sure that from a regulatory perspective, the various regulators we deal with understand what we're doing, why we're doing it. Does that answer part of your question? I'm sorry if it-

[Robert Topping, Founder and Managing Member at Topping Capital]

Yes, it does. I was on mute. Sorry about that. And I'll circle back with my other questions here. Give somebody else a chance.

[Martin Kay, CEO at Netcapital Inc.]

Oh, and with respect to the burn, just I think you had a question about that, Rob, as well. You know, again, as we've talked about, in May, we announced our broker-dealer application process. That's an attempt to move upscale into bigger transactions. And so obviously, our burn is a function of revenue minus cost. And so we'll... You know, we expect and hope that that will allow us to generate you know, incremental revenue streams beyond where we are today.

[Robert Topping, Founder and Managing Member at Topping Capital]

But it seems like from what Coreen has said, I think, I mean, $1 million a quarter burn is kind of a fair conservative amount. Is that correct? Because there's operating and then a lot of other numbers that show up, but I think I just heard $300 a month. So yeah, you know, if I was just mindset of $1 million a quarter, that would be maybe a good number on the operating burn?

[Martin Kay, CEO at Netcapital Inc.]

... I think that's right. I think, you know, I'm not gonna say wild cards, but the things that can change that for us on the revenue side are, you know, there are. It is a little unpredictable. We, you know, we have whales that come through our model and, you know, raise big amounts of capital in certain quarters. So that can make a difference. And then, yes, we have responses to regulatory inquiries, as everyone does in both financial services in general and in our industry specifically, that tap resources. But your general rule of thumb, yes, that's what we've said in the past, and that's still true.

[Operator]

Thank you. Once again, everyone, if you have any questions or comments, please press star one on your phone. Your next question is coming from John Wheeler from Resurgent Realty. Your line is live.

[Jon Wheeler, CEO at RRT]

Good morning, ladies and gentlemen. Martin, this question is for you, sir. How are you doing this morning?

[Martin Kay, CEO at Netcapital Inc.]

Good, John. Good to talk to you.

[Jon Wheeler, CEO at RRT]

So I have a couple of questions, and I think the first question would be: at the current stock price, why is management and the board of directors not really stepping up to buy the shares to support the company at this time? So I'm not gonna give you two or three questions at one time, but if you could answer that question, that's my first question. Can you hear me? Hello?

[Coreen Kraysler, CFO at Netcapital Inc.]

I'll answer that. John, are you there?

[Jon Wheeler, CEO at RRT]

Yeah, I think you all. We've had a bad connection all morning, so can you hear me now?

[Coreen Kraysler, CFO at Netcapital Inc.]

I can hear you, so my answer to your question would be thus: we're severely restricted in what we can do in terms of management purchasing shares themselves, due to the nature of the fundraising that we have been doing, so we've been very severely restricted in doing that so far. What's your next question, please?

[Jon Wheeler, CEO at RRT]

So the next question is, you're publicly traded, and it seems to be, at some point in time, dealing with reality and the associated public cost to be publicly traded, your $300,000 per month burn rate. When I looked at your last filing, it says you have a little over $800,000 cash on hand. What point in time do you all face reality from the standpoint, maybe it's not best to be in a public platform and more so private, maybe more so associated with some of your peer groups? Because I feel like every six months there's another warrant to conversion, $2 million, extreme dilution, and now you've put up a ATM with Wainwright, which will be another dilution. At what point in time does the treadmill stop from potentially moving from public to private? That's question two.

[Martin Kay, CEO at Netcapital Inc.]

Again, hey, John, sorry, I lost you for a little bit there on your last question, but I heard that one. Look, you know, for us, we, as I've said in the past, we are 100% committed to our vision in this business. We believe in the business, and we believe in the value that we can create and can be created in the business. So we're in this for the long term. We succeed, you know, when our issuers succeed. We're, you know, every quarter there are more examples of our issuers coming out of the... I like to say, the back end of our process and having success in you know, progressing to the next level.

[Martin Kay, CEO at Netcapital Inc.]

We had a company, Avadain, that raised, I think, $4.5 million on our platform in the fall, and just announced a couple of weeks ago, they're in the graphene business that supplies electric vehicle companies, and they just added Henry Ford III to their board, who's as the chairman of their board, and he's obviously on the board of the Ford Motor Company. So that, along with the others that we, that we always talk about and the, and the others that are getting added is, you know, examples from our perspective of, you know, growing market awareness, more success stories, this becoming more of a mainstream, you know, market and, and something again, where we really believe in the long-term value here.

[Martin Kay, CEO at Netcapital Inc.]

And we appreciate the, you know, the investors, the shareholders who have stuck with us along this process. To your question of, you know, when does it change? Yes, there's a gradual momentum, a swelling momentum that I just talked about in the industry and in the marketplace. There are also, obviously, in our, you know, we have a portfolio of minority positions. We've also started, as of FY 2024, taking 1% of equity issued from every issuer on our platform. So I believe I'm right in saying, I think we have 37 of those, you know, small equity positions alongside the 22 portfolio, what we call portfolio companies.

[Martin Kay, CEO at Netcapital Inc.]

So there are obviously, there's optionality in all of that portfolio, especially as we broaden it now to include everyone who comes through our platform. So any one of those minority positions you know, becoming liquid or you know, getting to the next level is obviously a way that sort of proves out our model to those that don't believe it and you know, generates liquidity for us. In the same way, in the core business you know, we're talking to some marquee, what I call marquee issuers. So you know, folks who would be newsworthy and noteworthy as participants on our platform. So there are sort of you know, there are quantum steps that we can take as we progress down this path.

[Martin Kay, CEO at Netcapital Inc.]

Obviously, I can't necessarily predict any of those, but what I can say is that the groundswell of activity in our space is maturing, and as it matures, you know, these are early-stage private companies. It takes a while, but they do get there, and some subset of them will be successful, and that's what will drive the value that we're creating.

[Operator]

Thank you. That concludes our Q&A session. I will now hand the conference back to our host for closing remarks. Please go ahead.

[Coreen Kraysler, CFO at Netcapital Inc.]

Thank you for joining, everyone. We really appreciate your support, and we look forward to speaking with you again soon. 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

• Coreen Kraysler, CFO
• Martin Kay, CEO

Analysts

• John Gillon, COO at PointClear
• Robert Topping, Founder and Managing Member at Topping Capital
• Patrick Rooney, Managing Director at Crosby Capital
• Jon Wheeler, CEO at RRT