Onfolio Holdings (ONFO) Q2 2026 earnings call transcript

Thank you, and good morning, everyone. We appreciate you joining us today. For anyone newer to the Onfolio story, we are an owner-operator of cash-generating digital businesses, primarily in B2B marketing agencies and B2C online education. Since our IPO in 2022, we have grown revenues from approximately $2 million to $10.7 million in full year 2025, roughly a five times increase, entirely through acquiring and operating real businesses that generate real cash flow. We remain at an important inflection point. We are not yet self-funding at the parent level, but once we get there, our options for capital allocation open up significantly, more acquisitions, paying down remaining obligations, or longer term, potentially returning capital to shareholders. I'll come back to that later in the call.

First, I want to touch directly on where things stand with our NASDAQ listing, since I know that's front of mind for a lot of you, and then I'll walk through the quarter. So, NASDAQ compliance update. The first issue is a stockholder's equity deficiency. NASDAQ requires companies listed to maintain stockholders' equity of at least 2.5 million, and we fell below that threshold. We submitted our plan to regain compliance to NASDAQ in July. Since then, our senior secured convertible note holder has converted the entirety of the note into equity. And as described in our August 4th blog post, those conversions add back more equity than the size of the deficit. So we believe this deficiency is more or less addressed, and we expect to have official confirmation from NASDAQ soon.

The second issue is the minimum bid price requirement. On August 10th, we executed a 1 for 50 reverse stock split, which reduced our outstanding shares from approximately 42 million to approximately 850,000, and was specifically designed to bring our closing bid price back above the $1 minimum NASDAQ requires. This is actually the second time this year we've had to address this requirement. We regained compliance briefly back in May, but it didn't hold, which is part of why we moved to do a reverse split this time rather than simply wasting for the bid price to recover organically. Reflecting the note conversions, Adam will walk through in a few minutes. We had approximately 2.45 million shares outstanding as of August 18th.

Ultimately, we believe we've now taken the actions needed to address both deficiencies. With our listings secure, we can put our full attention back on returning to revenue growth through both our existing portfolio and acquisitions.

Now, turning to the quarter itself, I want to be direct. Our portfolio did not turn the corner in the second quarter the way we originally expected. Revenue was down both year over year and sequentially, and the core issue is cash. The parent company remains cash constrained, and that is directly tied to softer cash generation from the portfolio than we had planned for. To some extent, it is a circle where lack of cash being sent up to the parent by the portfolio leads to less cash to spend on portfolio growth. While we try to address this with organic growth and portfolio and parent level expense reduction, we believe the solution is bringing additional funding to the company and completing new cash-positive acquisitions.

Let me walk through the Q2 performance of both segments. Starting with B2B, Eastern Standard, our largest agency, is facing real disruption from AI in a way that's affecting how we sell. Clients are increasingly hesitant to commit to full project fees in a world where AI tools make parts of agency work look replaceable, even where our actual delivery still requires real expertise. That's made new sales harder to close, and it's the single biggest driver of the year-over-year decline in our B2B segment this quarter.

We're responding on two fronts. First, our own AI services line where we sell AI-powered marketing, content, and analytics services directly to clients is one answer to that hesitation. Instead of asking clients to pay for manual project work, we can offer them the AI-inclusive alternative ourselves.

Second, we're leaning further into the revenues end playbook I'll describe in a moment, so that even as deal sizes or timelines shift, our cost structure keeps pace. That AI services line is live and we are seeing real engagement, but I want to be careful not to overstate where it is today. We have single digit client engagements. It's a genuine proof point for the model, not yet a meaningful driver of revenue, and we won't treat it as one until it is.

The revenues and consolidation under recent standards, which I introduced last quarter, continues. Execution has been a bit slower than we'd hoped, but there are real green shoots. New sales are ramping, and we're continuing to see AI-driven traction on both the cost and revenue sides of that business. RevenueZen was a standout performer again this quarter, building on the operational turnaround we described publicly back in May.

Both RevenueZen and Eastern Standard Management have reported seeing green shoots of growth in the last few weeks, so we believe organic growth will return later in the year. In B2C, Proofread Anywhere remains profitable but is not growing. We further pulled back paid acquisition spend during the quarter to protect unit economics rather than chase revenue we didn't believe would hold up.

Vital Reaction continued to be modestly profitable. I said on our last call that we believe the first quarter would be the trough for B2C revenue I rather revise that call than repeat it We not going to put a specific quarter on the trough again What I can tell you is what we doing Media buying ad creative, and email are consolidated across both B2C properties. We're applying AI to these workflows the same way we have in B2B, and we will redeploy spend only as we see the unit economics hold. Growth here follows discipline.

Before I hand it to Adam, I want to explicitly reset expectations on three things we've talked about before. Gross margin, acquisition pacing, and profitability timing. On gross margin, we said last quarter we expected to trend into the mid 60% range in 2026. That hasn't happened and Adam will walk through why when he covers the P&L. In short, our margin is highly sensitive to the mix between B2B and B2C revenue. And as B2C has contracted faster than B2B, margin has stayed close to flat rather than expanding. As a result, we now expect gross margin to remain near current levels until B2C revenue stabilizes. On acquisition pacing and profitability timing, I'll go through both in detail in the strategic priorities section after Adam's remarks, including the specific pipeline updates from our August 4th blog post.

We continue to believe that closing the remaining gaps of parent-level profitability depends primarily on the acquisitions in our pipeline more than on organic portfolio improvement alone. And I'll walk through that in a few minutes.

With that, I'll turn the call over to Adam to walk through our financial results for the second quarter. Adam, over to you.

Adam L. Thanks, Dom. Good morning, everyone. Unless otherwise noted, all comparisons are second quarter, 2026 versus second quarter, 2025. Total revenue for the second quarter is 1.5 million, a decrease of 52% from 3.15 million in the second quarter of 2025 and down approximately 20% from 1.87 million in the first quarter of 2026. from services, primarily our B2B segment, was $1.22 million, down 41% from $2.06 million a year ago.

As Don described, this primarily reflects a slowdown in new sales at Eastern Standard that began late in the first quarter, along with lower revenue across several of our other agency subsidiaries, partially offset by new revenue from our Pace Generative subsidiary, which had no comparable revenue in last year's period. Revenue from product sales, primarily our B2C segments was $279,000, down 74% from $1.09 million a year ago. The decline reflects the deliberate advertising pullback at Proofed Anywhere that Dom described in the absence of revenue from businesses that invested during 2026. At the segment level, B2B revenue declined 41% year over year to $1.22 million, and B2B swung to an operating loss of approximately $103,000 for the quarter compared to an operating income of $70,000 in the prior year period, primarily reflecting the Eastern Standard revenue decline, partially offset by improved results at revenue Z. B2C generated operating income of approximately $43,000 for the quarter, down from $150,000 a year ago on the lower proof of January revenue.

Gross profit for the quarter was $732,000, and gross margin was approximately 49%, essentially flat compared to roughly 49% in Q1 this year. I want to address the mid-60% margin trajectory we flagged last quarter directly because it has materialized to date. Our B2C product revenue carries meaningfully higher gross margins than our B2B services revenue. As B2C has contracted faster than B2B this year, our revenue mix has shifted toward the lower margin segment, and that has offset any efficiency gains within B2B itself. To put the mix shift in perspective, product revenue was roughly 35% of total revenue in the second quarter of last year. This quarter, it was under 19%. Because product revenue carries substantially higher gross margins than services revenue, that shift alone ostens the efficiency gains we have made within the agencies.

Consistent with what John said earlier, we expect gross margin to stay near current levels until that mix stabilizes. This is a revenue mix story, not a cost of delivery problem. Total operating expenses were $1.7 million for the quarter, down 31% from $2.44 million in the prior year period. SG&A expenses decreased $924,000, or 45%, driven primarily by $577,000 of lower advertising and marketing spend, lower amortization of approximately $141,000 as certain intangibles reached the end of their expected life, and the remainder was spread across compensation and other G&A categories following the integration of our agency businesses.

Professional fees increased $209,000, or 60%, primarily reflecting higher legal and audit costs tied to our financing arrangements, NASDAQ compliance matters, and strategic transaction activity during the quarter.

Loss from operations was $966,000 compared to $507,000 in the prior year period. net loss for the second quarter was 4.6 million compared to a net loss of 534,000 in the second quarter of 2025 and a net loss of approximately 2.6 million in the first quarter of 2026. I want to be precise about what is in that number because most of it is non-cash and tied to our convertible notes. Total other expenses was 3.6 million dollars driven primarily by a 2.95 million non-cash loss and the change in fair value of derivative liability associated with the senior secured notes, a $281,000 non-cash loss and the change in fair value of digital assets, and approximately $336,000 of higher interest expense on the notes.

With the notes fully extinguished subsequent to quarter end, the derivative liability that drove most of this quarter's loss goes away with them. We expect our third quarter results to reflect the unwind of that liability rather than further losses against it.

Turning to the balance sheet, as of June 30th, 2026, we had cash of $251,000, down from $842,000 at the end of the first quarter and $2.17 million at year-end 2025. I want to address this directly because the cash balance of $251,000 speaks for itself. The parent company was operating under severe liquidity constraint at quarter end, and our 10-Q includes going concern disclosures reflecting that. I would encourage everyone to read it. Since quarter end, the picture has changed in specific and disclosed ways. The senior secured notes have been fully settled and extinguished, which removes our senior secured debt service and the conversion overhang. We completed the sale of our all things dogs business, and with the note holder's consent, we sold approximately $400,000 of digital assets to fund operations.

Discussions regarding additional funding are ongoing, and we will announce definitive agreements when they are executed. While I am not going to tell you that the liquidity issue is fully solved, I will tell you that the balance sheet at September 30th will look structurally improved from the only filed this week. Our digital assets holdings had a total fair value of approximately 1.33 million at quarter end, down from 1.6 million at the end of the first quarter, driven by mark-to-market price movements. Our holdings consist of 5.32 Bitcoin, approximately 322 Ethereum, with approximately 288 that are staked, and approximately 6,972 Solana, all of which are staked.

Total liabilities were million up from million at year 2025 Total and folio holding stockholder equity was a deficit of approximately million as of June 30th which is the specific balance that triggered the NASDAQ stockholders' equity deficiency that Dom referenced earlier.

Now, the convertible note update Dom flagged earlier because it connects directly to the NASDAQ equity picture. At June 30th, the senior secured notes remained outstanding, and the balance sheet reflects both the notes and a $5.6 million derivative liability associated with them. Subsequent to quarter end, the holder converted $5.5 million in principal and approximately $30,000 of accrued interest into approximately 721,000 shares of common stock.

We then settled everything that remained under the notes, including the final $10,000 of principal, $412,000 of liquidated damages, and approximately $8.2 million of floor penalty amounts, through the issuance of approximately 1.58 million additional shares. As of today, nothing remains outstanding under the senior secured notes. No principal, no accrued interest, and no damages. These issuances did have a dilutive effect, but this was intentional, and we believe it was in the best interest of shareholders, as the conversions eliminated our senior secured debt, eliminated the derivative liability and the ongoing conversion overhang, and added directly to stockholders' equity, which is the mechanism behind the equity compliance plan we submitted to NASDAQ in July.

Lastly, our Series A preferred stock. 169,460 shares remain outstanding, carrying a 12% cumulative annual dividend. We paid approximately $253,000 in cash dividends to preferred stockholders during the first half of the year, with approximately $127,000 in dividends accrued and unpaid as a quarter end.

With that, I'll hand the call back to Dom to talk through our priorities for the rest of the year.

Thanks, Adam. Our priorities haven't changed. Grow cash flow from the existing portfolio, control parent company costs, and resume accretive acquisitions. Both in the gap between what the portfolio distributes and what it costs to run the parent company is still the goal. And when those two numbers cross, we are self-funding. Back in July, after we terminated the Paramount Helium transaction, I published a letter laying out specifically what I wanted shareholders to be able to see from us by late October. Progress on NASDAQ compliance, a stronger balance sheet, and lower parent overhead, and portfolio cash starting to flow up to the parent again.

On NASDAQ, you just heard where we stand. We believe the equity deficiency is more or less addressed pending NASDAQ's formal confirmation, and we fully address the minimum bid price requirement ahead of the December deadline.

On the balance sheet, the note conversions Alan described are a direct step toward a stronger equity position, even though our cash position this quarter was tighter than we wanted it to be. On portfolio cash flow, we are still seeing limited distributions from subsidiaries to the parent company, and we hope to be able to address this in the coming months via both organic growth of existing companies and acquisitions of new ones. I also committed to publishing a scorecard in late October reporting progress against these commitments, setbacks included, and that hasn't changed. Our October 1st acquisition target, which I'll cover next, will be one of the specific things that Scorecard reports against.

So turning to our acquisition strategy, both of our financing facilities, the convertible note facility and the 100 million equity purchase facility we anticipate will remain in place. On the pipeline itself, I want to give you the same detail we shared publicly in our August 4th blog post. We still hold our previously announced letters of intent for additional acquisitions. On one of them, we've renegotiated the terms. The cash required up front has come down from $3.5 million to $1.3 million, which is a far more achievable number given where we are today. And we may be able to fund it through our SPV structure. That target has over 1 million in trailing 12-month EBITDA.

We've also signed a letter of intent on a larger and frankly game-changing acquisition, roughly 4 million in trailing 12-month adjusted EBITDA, structured as 100% seller financed, meaning the seller carries the note and it's paid down over time. We're targeting an October 1st close. I can't name the specific business until the definitive agreement is signed, but we're far enough along that this is a real deal.

To be clear, this is not a helium-style transaction. It's not a reverse merger. It's a straightforward acquisition in line with our core thesis of buying cash-generous online businesses. We're also in early-stage conversations on two additional opportunities where stock would fund most or all of the purchase price. That means more share issuance, but it also means cash flow-positive contribution from day one without first needing to raise the cash.

Every deal in our pipeline has to clear the same bar. It has to be immediately accretive, adding more value to a share than it costs from the moment it closes, and not a bet on where a business might be in a few years. Everything I've just described serves one underlying goal, getting the parent company to cash flow positive. That gap closes from three directions at once. lower parent overhead portfolio cash flowing up again and new acquisitions that bring earnings with them from day one right now acquisitions are the biggest and fastest moving lever we have which is why the pipeline on date matters as much as it does to sum up the second course had its difficulties and i've tried to be direct with you about where we fell short what hasn't changed is the plan, control parent costs, road portfolio cash flow, and bring in acquisitions that are accretive from day one.

We believe the pipeline we described today, together with the progress on our balance sheet and asset compliance, gives us a real path forward, and we will report honestly on our progress against it.

With that, I'll hand it back to the operator to open the call for questions.

But as of right now, it's positive after the conversions that took place in Q3.

Senior security now fully settled. It's settled on cause significant dilution.

I think there's a few things that meant it was definitely less exciting financing than it could have been. So one was using crypto as collateral. The timing wasn't great there. So the value of the crypto decreased after we started that transaction, which made it harder for the note holders to de-risk their position, harder for us to use that picture in a way that might make it more useful.

I think there was a lot of downward pressure on the stock, which some of it's down to performance, some of it's down to the market, some of it's just the reality and that meant the dilution was larger than it could have been. But I think ultimately we worked through the facility and now the balance sheet is in better shape. So what we do in future would be, well, basically take financing on better terms. ones that don't leave the stock so pressured, but also we're able to utilize a lot more cash.

I think one of the other things about the previous structure was when we raised the capital, 50% of it had to go into crypto collateral, and then the value of that collateral went down. So it meant that the actual principle of the note was a lot higher than the actual usable cash we got out of it. So any future financing, we would want to make sure that closer to 100% of the cash is actually cash we can use rather than cash that's stuck tied up. and I think using the cash in a more constructive way that allows us to do some of these acquisitions and support the portfolio is fundamental to making sure it's worth it as well.

Yeah. Yeah.

I think there's a few things that we've looked at in structuring the current deals plus any future deals. It's been, I think, almost two years since our last acquisition, so we've had a lot of time to review. And I think the most important thing is the strength of the underlying business more than the structure. And so we're making sure that every acquisition we look at now is a better business.

But you never know, really, until you've run the business for six months or 12 months, if that's true. So the other things we're doing is making sure that more of the structure is earn-out-based, so performance-based post-acquisition. so if the business declines then you don't have to pay as much and then the second thing along those lines is with the previous two or three businesses we had a kind of two year interest only and then a balloon payment at the end of the two years and that led us to this kind of time sensitive period where you have to come up with the money by a certain time. So any seller notes would be structured in a way where they're paid as you get the cash rather than have this kind of time bomb down the road where you have to come up with the cash or default on the note.

So kind of to summarize, it's three things. One is buy better businesses. Two, is structure more of the payment as performance-based. And three, have a seller that amortizes rather than as a balloon payment.

Femi's last one.

by aggressive do you mean in terms of um like more actual yeah more actual yeah yeah yeah that's the intention for sure um i think where we paused over the last two years is we really had this kind of catch 22 where we couldn't fund acquisitions but if we had more acquisitions we would have more profit which would enable us to fund more um so we were kind of stuck in this um yeah catch 22 and we don't think that that's the case now so we are actually able to do more acquisitions um but also management and of course the board as well are keen to make sure that we're not just um blindly acquiring companies and then they're underperforming and repeating some of the mistakes we've made previously.

So the goal is to be more active, more intentional, and I guess more successful would be the best way of putting it.

Yeah, no problem. Thanks for attending and for the questions.

Yeah, so thank you all for joining us today. We plan to host our next quarterly conference call to discuss third quarter results in mid-November. We appreciate your continued support and we'll keep you updated as we make progress. Have a great rest of your day.