Core Viewpoint - Onfolio Holdings, Inc. has experienced a decline in stock price despite significant revenue growth, indicating investor caution regarding the company's financial performance and future profitability [1][12]. Revenue & Earnings Performance - The company reported a 77% increase in revenues for Q1 2025, reaching $2.81 million, up from $1.59 million in Q1 2024, driven by organic growth and contributions from acquisitions [2]. - Gross profit rose 70% to $1.71 million from $1 million year-over-year, reflecting improved service revenues and margin gains despite rising costs [2]. - A net loss of $0.9 million was reported, widening 61% from a loss of $0.6 million in the previous year, with loss per share increasing to 18 cents from 11 cents [3]. Cost and Expense Analysis - Cost of revenues surged 90% year-over-year to $1.10 million, aligning with growth in service delivery and product sales [4]. - Operating expenses increased 71% to $2.49 million from $1.46 million, driven by higher selling, general and administrative costs, professional fees, and a one-time spike in stock-based compensation [4]. - Stock-based compensation accounted for $272,930 of the expense increase, primarily non-recurring [4]. Adjusted EBITDA and Cash Flow - Adjusted EBITDA for the quarter was negative $88,310, an improvement from negative $472,163 in Q1 2024, indicating a more favorable trend in core earnings when excluding one-time costs [5]. - Cash burn was reduced to $145,049 in Q1 2025 from $431,007 in the same period last year, reflecting operational improvements [6]. Business Segmentation and Growth Drivers - B2B services, particularly from RevenueZen and Eastern Standard, significantly contributed to revenue growth, with B2B revenues soaring to $1.69 million from $678,122 year-over-year [7]. - The gross profit margin improved due to a decline in product sales' cost ratio and the addition of higher-margin service revenues [7]. Interest Expenses and Financial Obligations - Interest expenses increased more than fivefold year-over-year to $100,720, influenced by debt-financed acquisitions and preferred stock dividends totaling $103,921 for the quarter [8]. Management Guidance and Strategy - Management remains confident in achieving profitability in the second half of 2025, contingent on successful execution of organic growth initiatives and targeted acquisitions [10]. - The company is expanding its AI integration strategy, focusing on automated content production and marketing efficiencies to enhance margins [10]. Recent Developments - No new acquisitions were closed in Q1 2025, but the company continued integrating its 2024 acquisitions, funded through a mix of seller notes, preferred equity, and debt [11]. - Onfolio successfully raised $700,000 in Series A Preferred Shares during the quarter to strengthen its balance sheet for future expansion [11].

WILMINGTON, Del., May 16, 2025 (GLOBE NEWSWIRE) -- Onfolio Holdings Inc. (NASDAQ: ONFO, ONFOW) (OTC: ONFOP) ("Onfolio" or the "Company"), a company that primarily acquires and manages a portfolio of digital marketing and online education businesses, announces financial results for the first quarter ended March 31st 2025. Financial Highlights First quarter revenue increased 77% to $2.81M vs. $1.58M in the prior year period and increased 12.8% from $2.49M in Q4 of 2024First quarter gross profit increased 70% ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited financial information, including statements, management's analysis, and internal controls [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Onfolio Holdings Inc.'s unaudited consolidated financial statements, including balance sheets, operations, and cash flows, along with notes Consolidated Balance Sheets Consolidated Balance Sheet Highlights (as of March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$9,446,646** | **$9,592,697** | | Total Current Assets | $1,602,668 | $1,436,561 | | Goodwill | $4,203,145 | $4,210,557 | | **Total Liabilities** | **$4,453,144** | **$5,243,003** | | Total Current Liabilities | $2,614,144 | $3,744,003 | | **Total Stockholders' Equity** | **$4,993,502** | **$4,349,694** | Consolidated Statements of Operations Consolidated Operations Highlights (For the Three Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Total Revenue** | **$2,811,943** | **$1,586,902** | | Gross Profit | $1,707,120 | $1,004,336 | | Loss from Operations | ($785,541) | ($455,379) | | **Net Loss** | **($806,428)** | **($477,826)** | | Net Loss to Common Shareholders | ($898,308) | ($558,807) | | **Net Loss per Share (Basic & Diluted)** | **($0.18)** | **($0.11)** | Consolidated Statements of Cash Flows Consolidated Cash Flow Highlights (For the Three Months Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($145,049) | ($431,007) | | Net cash used in investing activities | $0 | ($250,000) | | Net cash provided by financing activities | $297,831 | $264,135 | | **Net Change in Cash** | **$189,241** | **($452,484)** | | **Cash, End of Period** | **$666,115** | **$529,777** | Notes to the Consolidated Financial Statements - The company operates in two segments: Business to Business (B2B) and Business to Consumer (B2C), earning revenue from website management, advertising, content placement, and product sales[24](index=24&type=chunk) - A going concern warning is issued, citing recurring losses and the need for future financing, which raises substantial doubt about the Company's ability to continue operations for the next fiscal year[73](index=73&type=chunk) Disaggregated Revenue (Three Months Ended March 31) | Revenue Type | 2025 | 2024 | | :--- | :--- | :--- | | Website management | $941,465 | $24,000 | | Advertising and content revenue | $855,130 | $699,551 | | Product sales | $87,528 | $176,068 | | Digital Product Sales | $927,820 | $687,283 | | **Total revenue** | **$2,811,943** | **$1,586,902** | - In Q1 2025, the B2B segment generated **$1.7M** in revenue with an operating loss of **$51k**, while the B2C segment generated **$1.1M** in revenue with an operating income of **$228k**[79](index=79&type=chunk) - The company has several earn-out commitments, including a final agreed amount of **$682,000** for the RevenueZen acquisition, which is being settled through a combination of cash, profit sharing, stock options, preferred stock, and a promissory note[138](index=138&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, highlighting significant revenue growth, increased net loss due to non-cash expenses, and ongoing going concern risks - Revenue for Q1 2025 was **$2.8M**, an **87% increase** from **$1.5M** in Q1 2024. February 2025 was the first month with over **$1M** in revenue[144](index=144&type=chunk) - The increase in net loss from **$477k** in Q1 2024 to **$806k** in Q1 2025 is primarily attributed to a **$272k** one-time stock-based compensation expense and **$175k** in higher amortization expense[146](index=146&type=chunk) - Cash used in operations improved, decreasing to **$145k** in Q1 2025 from **$431k** in Q1 2024, reflecting better operational discipline and revenue contribution[145](index=145&type=chunk)[176](index=176&type=chunk) - The **77% YoY revenue growth** was primarily driven by the Eastern Standard acquisition (approx. **$917,500** revenue contribution) and the DDS Rank acquisition (approx. **$52,500** contribution)[154](index=154&type=chunk) - The company's recurring losses and negative cash flows raise substantial doubt about its ability to continue as a going concern, and it may need to raise additional funds to continue operations[174](index=174&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company deems this section not applicable to its current operations and financial condition - This item is reported as 'Not applicable'[190](index=190&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to material weaknesses in internal control over financial reporting, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[190](index=190&type=chunk) - A material weakness was identified due to the company's small size and limited personnel, leading to ineffective controls over manual journal entries[195](index=195&type=chunk) - Ineffective controls were also noted over the accounting for website design/implementation revenues and the impairment of goodwill and intangible assets[195](index=195&type=chunk) - Management is working to remediate these weaknesses by adding accounting personnel and implementing stronger procedures[193](index=193&type=chunk) [PART II. OTHER INFORMATION](index=35&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other relevant information, including legal proceedings, risk factors, equity sales, and various disclosures [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to materially adversely affect its business, financial condition, or operating results - The Company is currently not aware of any legal proceedings or claims that will have a material adverse effect on its business[198](index=198&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks, including a history of operating losses, substantial doubt about going concern, and the critical need for additional capital - The company has a history of operating losses since its inception in 2020 and anticipates these losses will continue through at least 2025[200](index=200&type=chunk) - The independent registered public accounting firm has expressed substantial doubt about the company's ability to continue as a going concern[202](index=202&type=chunk) - The company requires additional capital to support its business plan and growth, and there is no assurance that such financing will be available on acceptable terms, if at all[205](index=205&type=chunk)[206](index=206&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2025, the company sold unregistered Series A preferred stock to raise capital and fulfill an earnout payment obligation - During Q1 2025, the company sold **28,000 shares** of Series A preferred stock at **$25 per share**, raising a total of **$700,000**[209](index=209&type=chunk) - On February 28, 2025, the company issued **2,800 shares** of Series A preferred stock, valued at **$70,000**, as part of an earnout payment for the RevenueZen acquisition[210](index=210&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults on its senior securities during the reporting period - This item is reported as 'None'[212](index=212&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business operations - This item is reported as 'Not applicable'[213](index=213&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements during Q1 2025 - During Q1 2025, no directors or officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities intended to satisfy the conditions of Rule 10b5-1(c)[214](index=214&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including required certifications and interactive data files (XBRL) - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by SEC rules (Exhibits 31.1, 31.2, 32.1, 32.2)[215](index=215&type=chunk) - Inline XBRL documents are filed as exhibits (101.INS, 101.SCH, etc.) to provide structured financial data[215](index=215&type=chunk)

Core Points - Onfolio Holdings Inc. is a holding company that acquires and manages a diversified portfolio of online businesses across various sectors [6] - The company will present at the Emerging Growth Conference on May 22, 2025, providing an opportunity for real-time interaction with its CEO [2][3] - The Emerging Growth Conference focuses on companies with strong management teams and innovative products, aiming to communicate major announcements to the investment community [4][5] Company Overview - Onfolio Holdings targets small online businesses with long-term growth opportunities, positive cash flows, and minimal competitive threats [6] - The company aims to diversify investment risk for its shareholders by acquiring businesses that have not been fully optimized [6] - Onfolio's management team possesses the experience and skillset to add value to acquired businesses [6]

Core Insights - Onfolio Holdings Inc. reported a significant revenue growth of 49% in 2024, reaching $7.86 million compared to $5.24 million in 2023, alongside a gross profit increase of 39% to $4.54 million [2] - The company achieved its first-ever positive quarterly net income as a public entity in Q4 2024, with a net income of $136,000 and a revenue surge of 96% year-over-year to $2.54 million [4][5] - Management emphasized 2024 as a foundational year, achieving major goals including revenue growth, expense reduction, and compliance with Nasdaq [6][7] Financial Performance - The net loss attributable to common shareholders improved by 77% in 2024, amounting to $2.12 million compared to a loss of $9.38 million in 2023, resulting in a 77% increase in earnings per share (EPS) from negative $1.84 to negative $0.41 [3] - Operating expenses were reduced by 44% to $7.05 million from $12.49 million the previous year, indicating effective cost management [2] - Gross profit for Q4 2024 was $1.36 million, reflecting a 56% year-over-year increase [5] Revenue Drivers - Revenue growth was primarily driven by services, which saw a more than fivefold increase to $4.66 million from $1.5 million, while product sales declined by 14% to $3.2 million [8] - The company reduced its cost of revenues by 17%, leading to improved gross margins despite challenges in product sales [9] Strategic Initiatives - In 2024, Onfolio acquired Eastern Standard, enhancing its B2B services segment, and divested WPFolio LLC for $780,000 to focus on high-growth service businesses [12][13] - Management plans to continue capital-raising efforts, including a Regulation D offering for Series A Preferred Shares in February 2025 to support growth and acquisitions [11]

Core Insights - Onfolio Holdings Inc. reported its financial results for Q4 and the full year of 2024, marking a significant milestone with a positive net income for the first time as a publicly traded company [3][7] - The company achieved a revenue growth of 96% in Q4 2024 compared to the same period in the previous year, reaching $2.49 million [7] - Onfolio's CEO emphasized the company's commitment to growth and profitability, outlining goals for 2025 to build on the foundations laid in 2024 [4] Financial Highlights - Q4 2024 net income was recorded at $136,000, a significant improvement from a net loss of $900,000 in the prior year [7] - Total revenue for 2024 grew by 49% year-over-year to $7.82 million, up from $5.24 million in 2023 [7] - Gross profit for 2024 increased by 39% to $4.5 million compared to $3.24 million in 2023 [7] - Total operating expenses decreased by 44% to $7.05 million in 2024 from $12.54 million in 2023 [7] - The company reported a net loss to common shareholders of $2.15 million for 2024, an improvement of 77% from a loss of $9.43 million in 2023 [7] Operational Developments - Onfolio completed the acquisition of Eastern Standard, a digital web agency, in October 2024 [7] - The company launched a new Reg D offering for its Series A Preferred Shares in February 2025 to raise additional capital for future acquisitions [4] - Cash at the end of 2024 was reported at $0.48 million, down from $0.98 million at the end of 2023 [7] Strategic Focus - Onfolio aims to acquire and manage online businesses with stable cash flows and long-term growth potential [5] - The company is focused on reducing operating expenses and raising non-dilutive capital to support its growth strategy [4] - The management team believes that the progress made in 2024 sets a strong foundation for continued growth in 2025 [4]

Financial Performance - In 2024, Onfolio Holdings Inc. achieved a revenue increase of 50% year-over-year, reaching $7.8 million, primarily due to the acquisition of three new businesses[274]. - The gross profit margin slightly declined to 58% in 2024 from 62% in 2023, attributed to new acquisitions with lower margins[275]. - Operating loss significantly improved from $9.2 million to $2.5 million, driven by profitable acquisitions and disciplined expense management[275]. - In Q4 2024, Onfolio recorded a positive net income of $136,000, marking a crucial step towards sustained profitability[276]. - The Company reported a net loss of $1,773,942 for the year ended December 31, 2024, a significant improvement compared to a net loss of $9,150,066 in 2023[303]. - Total revenue increased by $2,622,091, or 50%, to $7,862,077 for the year ended December 31, 2024, driven by acquisitions including RevenueZen, DDS Rank, and Eastern Standard[303]. - Cost of revenue increased by $1,320,045, or 66%, to $3,317,200, with gross profit margins decreasing to 57% from 62%[304]. - B2B revenue surged by $2,996,664, or 218%, primarily due to the RevenueZen acquisition, while B2C revenue decreased by $374,573, or 10%[315][319]. - Total other income rose to $733,906 in 2024 from $92,778 in 2023, driven by changes in fair value related to the RevenueZen acquisition[310]. - Net cash used in operating activities decreased to $1,168,363 in 2024 from $2,751,838 in 2023, attributed to increased revenues and reduced general and administrative costs[323]. Acquisitions and Investments - The company acquired three new businesses in 2024, contributing a total of $6 million in revenue, with Eastern Standard being the largest acquisition at $4 million in revenue[279][281]. - The acquisition of Eastern Standard was completed for $2.16 million, with Onfolio holding a 70% ownership stake[294]. - The company holds a 35.8% interest in Onfolio JV IV, LLC, which focuses on acquiring and operating online businesses for advertising revenue[330]. - The company has entered into two asset purchase agreements with contingent earn-out payments: up to $60,000 for BWPS Business Acquisition and $680,662 for RevenueZen Acquisition, both contingent on performance criteria[340]. - The company has not made any earn-out payments as of December 31, 2024, for the contingent payments related to the acquisitions[340]. Capital and Financing - Series A preferred shares were quoted on the OTCQB on October 30, 2024, allowing the company to raise additional capital and reduce reliance on the OA SPV Capital Model[289]. - The Company raised $600,000 through a private offering of Series A preferred stock by December 31, 2023, and an additional $693,000 thereafter[321]. - The OA SPV Capital Model was launched in March 2024, enabling accredited retail investors to co-invest in acquisitions, facilitating the DDSRank and Eastern Standard acquisitions[285]. Operational Efficiency - General and Administrative expenses decreased by $263,355, or 4%, mainly due to reduced advertising and marketing costs[306]. - The Company incurred an impairment loss of $121,000 in 2024, a significant reduction from total impairment losses of $5,016,764 in 2023[309]. - Cash provided by investing activities was $451,000 in 2024, compared to cash used of $850,000 in 2023, primarily from the sale of WP Folio subsidiary assets[325]. Revenue Recognition and Accounting Policies - Revenue is primarily generated from website management, digital services, advertising, content placement, and product sales, with revenue recognized as services are provided or products are shipped[334]. - The company receives management fees of 10% and 20% from OA SPV and OA SPV 2, respectively, based on cash distributions, which are accounted for as revenue contracts[332]. - The company recognizes revenue from online course subscriptions on a deferred basis until performance obligations are satisfied[334]. - The company accounts for its investments in joint ventures under either the cost or equity method, depending on ownership interest, and does not classify them as variable interest entities[331]. - The company reviews long-lived assets for impairment at least annually, comparing carrying amounts to expected undiscounted cash flows[338]. - The company amortizes acquired definite-lived intangible assets over their estimated useful lives, while indefinite-lived assets are subject to annual impairment tests[335]. - No off-balance sheet arrangements are reported that could materially affect the company's financial condition[339]. Future Outlook - The company expects to achieve positive free cash flow in the near term and plans to continue pursuing fundraising and acquisition activities to accelerate growth[290]. - Onfolio aims to focus on finding profitable businesses, acquiring them, and improving operations to drive long-term value creation in 2025[291].

Core Insights - Onfolio Holdings Inc. has made significant progress in 2024, focusing on strategic acquisitions, evolving its operating model, expanding capital strategies, and moving towards profitability [2][11]. Group 1: Strategic Acquisitions - In 2024, Onfolio acquired three new businesses, adding eight revenue streams and generating $6 million in revenue [3]. - The acquisitions included RevenueZen, DDSRank, and Eastern Standard, which collectively demonstrated the company's ability to structure deals with minimal upfront cash [7]. Group 2: Operating Model Evolution - The company transitioned to a hybrid operating model in 2024, combining centralized strategy with decentralized execution, enhancing operational efficiency and growth [4][5]. - This model allows portfolio leaders to leverage Onfolio's expertise while focusing on their strengths, maximizing value creation [5]. Group 3: Capital Strategy Expansion - Onfolio launched Special Purpose Vehicles (SPVs) in March 2024, enabling accredited investors to co-invest in acquisitions, which helped fund key acquisitions while preserving cash [6]. - The company quoted its preferred shares on OTCQB, raising $1.5 million in preferred share financing since 2022, which provides liquidity and appeals to income-focused investors [9][10]. Group 4: Profitability Outlook - Throughout 2024, Onfolio significantly reduced losses and is now close to achieving profitability, with expectations of sustained profitability in the near term [11][12]. - The company plans to continue pursuing acquisitions and capital access to accelerate growth and long-term value creation [11][12]. Group 5: Future Plans - Looking ahead to 2025, Onfolio aims to continue acquiring high-quality businesses, expand capital raising efforts, and optimize operations for sustained growth [15].

Core Viewpoint - Zacks Investment Research has initiated coverage of Onfolio Holdings Inc. (ONFO) with a "Neutral" recommendation, highlighting rapid revenue growth and operational efficiency improvements, while also raising concerns about profitability, rising debt, and liquidity constraints [1] Group 1: Revenue Growth and Acquisitions - Onfolio's third-quarter 2024 revenues increased by 53% year over year, driven by acquisitions such as RevenueZen and DDS Rank, which contributed $692,000 to revenues in the first nine months of the year [2] - The company has expanded into high-growth digital sectors, including B2B marketing, digital products, and e-commerce, positioning itself to capitalize on emerging trends in online business acquisitions [2] - The acquisition of Eastern Standard in October 2024 enhances Onfolio's digital marketing capabilities, strengthening its competitive advantage in branding, SEO, and website development [2] Group 2: Operational Efficiency - Operational efficiency has improved significantly, with cash burn declining by 68% year over year and the operating loss narrowing to $485,478 in Q3 2024 from $4.7 million in Q3 2023 [3] - Improvements reflect cost-optimization efforts and disciplined expense management, with the gross profit margin expanding, indicating improved profitability at the portfolio level [3] - Onfolio's ability to effectively integrate acquisitions while maintaining a lean operational structure supports its long-term scalability [3] Group 3: Capital Structure and Growth Potential - The company benefits from a flexible capital structure, utilizing a mix of seller financing, debt, and preferred stock to fund acquisitions without excessive shareholder dilution [4] - ONFO's status as an emerging growth company under the JOBS Act provides regulatory exemptions, enabling it to allocate more resources toward expansion initiatives rather than compliance costs [4] Group 4: Financial Challenges - Liquidity remains a challenge, with cash reserves declining by 63% from the start of the year to $363,244 as of September 30, 2024, while debt increased to $4.39 million [5] - The company has relied on debt and seller financing for acquisitions, increasing interest expenses and raising concerns about its ability to service obligations [5] - High amortization and impairment costs pose additional risks, particularly if recent acquisitions fail to perform as expected [5] Group 5: Regulatory Considerations - Onfolio's emerging growth status under the JOBS Act currently reduces regulatory burdens, but this exemption will expire once the company surpasses certain financial thresholds or within five years of its 2022 IPO [6] - Transitioning to full compliance could lead to higher regulatory costs and investor uncertainty, pressuring financial flexibility [6] Group 6: Market Positioning and Valuation - While ONFO stock has seen strong gains over the past year, it continues to trade at a discount relative to industry peers [7] - The company's valuation metrics indicate that investors remain cautious due to ongoing financial risks, limited profitability, and reliance on acquisitions to drive growth [7] - Onfolio's market positioning reflects concerns about sustainability and earnings potential rather than just revenue expansion [7]

Core Points - Onfolio Holdings Inc. has declared a quarterly dividend of $0.75 per share on its series A preferred stock [1][4] - The dividend is payable on December 31, 2024, to shareholders of record as of December 21, 2024 [4] Company Overview - Onfolio Holdings specializes in acquiring and managing a diversified portfolio of online businesses [5] - The company targets businesses that operate in sectors with long-term growth opportunities, possess positive and stable cash flows, and face minimal threats of technological or competitive obsolescence [5] - Onfolio aims to find acquisition opportunities where the seller has not fully optimized their business, leveraging its experience to add value [5]