Forum Markets, Incorporated

Hello and welcome to Forum Markets' fourth quarter and fiscal year 2025 earnings conference call. During today's discussion, all callers will be placed in a listen-only mode. Following management's prepared remarks, the call will be open for questions. This call is being recorded on March 31, 2026, and a replay will be made available on Forum's Investor Relations website later today. I will now turn the call over to John Kristof, Senior Vice President, Corporate Communications and Investor Relations.

Thank you, Catherine. Hello, and thank you all for joining Forum's fourth quarter and fiscal year 2025 financial results conference call. Joining me today on the call are McAndrew Rudisill, Chairman and Chief Executive Officer, and John Saunders, Chief Financial Officer. We hope you've had an opportunity to review our fourth quarter and fiscal year 2025 financial results issued earlier this morning. We've also posted an earnings presentation to our Investor Relations website. As a reminder, some of the matters we'll be discussing on this morning's call are forward-looking in nature. Please keep in mind that actual results could differ materially from what is expressed in these forward-looking statements. Forum assumes no obligation to update the information, and we encourage you to refer to our most recent filings with the SEC for a discussion of factors that could cause actual results to differ materially from these statements. During our call today, we may also reference certain non-GAAP financial measures, which we believe provide useful information for investors. A reconciliation of these non-GAAP measures to the corresponding GAAP measure can be found in our press release and presentation on our investor relations website. And with that, I'll turn the call over to McAndrew. Thank you, John, and good morning.

Thank you all for joining us. Since last year, we have executed against a single clear strategic objective, modernizing capital markets through the tokenization of institutional-grade real-world assets. Over the past several months, we've established the infrastructure, partnerships, and asset pipelines required to bring real-world credit on-chain, and we have done so with the discipline and speed that this opportunity demands. The opportunity in front of us is significant. The global market for tokenized real-world assets is projected to grow from approximately $20 billion today to $2 to $4 trillion by 2030, according to McKinsey. BlackRock, Franklin Templeton, and other leading asset managers have already moved tokenized portions of their portfolio, validating the infrastructure thesis we are building towards. The verticals we are targeting, including auto credit, residential lending, equipment finance, and commercial real estate, represent trillions of dollars of outstanding obligations, the vast majority of which remain untokenized and inaccessible to a broad investor base. These markets have historically relied on fragmented manual and batch processes for funding and distribution. These legacy processes result in higher fees, longer settlement times, and constrained access. We believe blockchain infrastructure can fundamentally improve that system by making settlement more efficient, more transparent, and more accessible. Our vision is to democratize access to institutional-grade high-yield products backed by real-world assets and delivered to investors on-chain. We are positioned at the very early stages of what we believe will be one of the most significant transformations in the history of capital markets. That economic model is central to how we think about building this business. We expect to create value through multiple complimentary channels. First, by generating revenue from yield on assets we acquire or finance prior to tokenization. Second, by earning economics from structuring and originating tokenized products. Third, by generating recurring revenue through managing these assets. And finally, over time, by benefiting from trading and market activity as secondary liquidity develops. This is a virtuous cycle that differentiates form and creates unique opportunities in the marketplace. We are applying TradFi processes while leveraging DeFi technology to democratize cash-generating assets to all investors. We are actively generating revenue from yield on our asset base today, and the tokenization we are perfecting will multiply the value of that model over time. That combination of immediate cash flow generation while building long-term scale is what makes Forum structurally different from a typical digital asset company. Since our last call, we have made substantial progress building the asset origination ecosystem that underpins our strategy. Our partnership with Arrow Engine Solutions and our strategic investments in Keras and Zippy are central to that effort. Because they give us access to asset pipelines, underwriting capabilities, and origination infrastructure across multiple categories of real-world credit. AeroEngine Solutions provides us with a strong pipeline of high-demand aircraft engines leased by some of the largest and most profitable airlines in the world, along with the asset management and aviation expertise underlying our aircraft engine token program. Keras brings AI-driven analytics and established relationships across the auto lending ecosystem, providing access to high-quality auto credit pipelines and underwriting infrastructure. Zippy provides a digital origination platform for manufactured housing finance, a segment we believe is significantly underserved and well-suited for tokenized credit products. Together, these relationships give us a scalable multi-category asset supply chain that we expect to be a durable competitive advantage as we grow the platform. Both Keras and Zippy are performing well within our expectations from an operational and investment perspective. Zippy is currently expanding from its initial build phase to a period of significant scale and margin expansion, expecting to double annual revenue and achieve EBITDA profitability by late 2026. Keras is prioritizing the optimization of its proprietary AI and machine learning models to enhance underwriting precision while rapidly expanding its network of lending platform customers and driving substantial originations growth. The company is in a steep growth trajectory, targeting over 50 million in monthly originations in the latter half of 2026 as it scales its enterprise platform and dealer network. Forum recently moved from RWA tokenization concept to actual execution with the launch in February of the EURUS Arrow Token 1 on liquidity.io. By structuring a product backed by contracted cash flows from jet engines on lease with a major US air carrier, we demonstrated our ability to bring real income producing assets on chain and offer it to qualified investors through a compliant institutional grade framework. That is exactly what we said we would do in our initial capital raise last summer and a few short months later, we did it. With that proof of concept established, our focus now turns to two clear priorities. expanding our menu of token offerings and building the distribution infrastructure to drive meaningful adoption at scale. I'll start with retail. On the retail side, liquidity.io serves as our primary distribution platform. Soon, we expect to begin ramping marketing for our tokens as liquidity.io grows their user base through expanded product offerings, including crypto trading and tokenized equities. We are actively working with their team to ensure Forum's tokenized products are prominently positioned with their user base as it grows. Institutional. On the institutional side, we are in discussions with a number of large financial institutions, family offices, and other private platforms that have expressed interest in accessing tokenized real-world credit products. We intend to establish direct distribution relationships as we bring additional token offerings to market across new asset categories. Institutional distribution channels will take time to develop, but we are working to build them deliberately and see a growing pipeline of interested counterparties. The successful launch of EURUS ERO Token 1 gives us both a proof point and a template. We know the infrastructure works. Now we scale it. As we build our distribution capabilities and partnerships, we continue to expand the asset base to support future tokenized products. Our acquisition of a manufactured and modular home loan portfolio provides direct ownership of a cashflow generating residential credit pool that we intend to use as a foundation for future tokenized products. Recently, the establishment of our auto loan warehouse facility added another important layer to the platform. That facility enables us to finance high quality, short duration auto receivables, support real-time settlement infrastructure, and generate about 12% yield on the entire pool of revolving loans in the warehouse. And that is before tokenization. This is an important distinction and serves as a key differentiator of our model. Our strategy is first to accumulate high quality income producing assets. Once those assets are on our balance sheet, they immediately begin generating yield, creating a revenue foundation that exists independent of tokenization timelines. Today, we anticipate all these activities to average a blended yield of approximately 10% before tokenization. Tokenization then adds a second layer of value, structuring and origination fees, capital recycling, and an expanding investor base. This creates a self-reinforcing flywheel that compounds over time. No Ethereum price exposure is required. No token price speculation is required. Just real assets generating real cash flows with tokenization as the scaling mechanism on top. We believe this is among the most differentiated business models in the digital asset space today. Our approach to capital allocation has evolved in lockstep with our strategy. This quarter validated our tokenization thesis, which represents Forum's highest return opportunity. Deploying capital into income, producing real world assets and bring them on chain to provide access to all. With that opportunity at hand, we have intentionally eliminated direct ETH price exposure on our balance sheet through ETH sales and derivative hedging of our remaining position. John will walk through the details, but the headline is this. We have repositioned our balance sheet from a passive digital asset treasury into an active yield generating operating platform. Form remains Ethereum first in our infrastructure and fully committed to the network as our segment layer, but we believe we will generate the strongest long-term returns for our shareholders by actively building on Ethereum rather than passively holding ETH. Let me be direct about our capital priorities. The pipeline of high-quality real-world assets available to us is growing faster than our current balance sheet can absorb. That is a good position to be in, and it reflects the quality of the origination network we have built. We expect to evaluate additional capital sources in 2026, and we approach that from a position of strength. Our future capital raise will be disciplined, purposeful, and structured to accelerate the revenue and cashflow growth of the platform. Looking ahead, we believe Form is a platform that is accelerating. In the near term, that means expanding the asset base and bringing additional tokenized products to market across multiple real-world asset categories. We are currently working on establishing two additional large high yield asset origination pipeline. One in AI data center equipment financing and the other in commercial real estate. We believe these will meaningfully expand our addressable opportunity. And as the RWA tokenization market matures, we expect to benefit from both the growth of assets under management on the platform and the expanding set of investors seeking access to tokenized yield generating products. We are early and we are exactly where we intended to be. In less than a year, we have built the infrastructure for our platform, proven our technology and thesis, established partnerships to expand the platform, and generated revenue from yield. As capital markets shift from traditional to blockchain-based systems, we believe the ultimate winners will be those that build and scale the optimal platforms first. Our strategy positions form to be one of those platforms. Thank you again for joining us today. We appreciate your interest in Forum and look forward to updating you on our continued progress. And with that, I'll turn it over to John.

Thank you, McAndrew. Good morning, everyone. Before I walk through the financial details, I want to spend a moment on how we think about measuring progress as a company at this stage of our development. Forum is in active build mode. We are simultaneously deploying capital into income producing real world assets, establishing origination infrastructure across multiple credit categories, and building the tokenization platform that will allow us to scale and distribute those assets to a broader investor base. As a result, the metrics we believe are most relevant to tracking our progress today are assets under management on the platform, yield generated from our asset base, tokenization issuance activity, and in the future, the fee revenue associated with structuring, originating, and managing tokenized products. We intend to report on these metrics going forward to give investors a clear window into the operational trajectory of the business. As a reminder, Forum's current operating strategy began in August 2025 following our recapitalization and strategic repositioning. Therefore, the results for 2025 reflect only a partial year of operations under the RWA tokenization platform model. For the fourth quarter, Forum generated revenue of approximately $2.4 million and $6.5 million for the full year. Our fourth quarter revenue reflects the deliberate wind down of our staking activities as we monetized our ETH holdings. Our third quarter revenue of 4.1 million was primarily driven by staking yields and incentive tokens earned through liquid staking activities and is therefore not a relevant baseline. Going forward, we expect revenue to increasingly reflect income generated from real-world asset portfolios, financing activities, and tokenized investment products rather than digital asset yield strategies. Selling general and administrative expenses were approximately $12 million in the fourth quarter and $240 million for the full year. As discussed previously, the third quarter included significant non-reoccurring and non-cash charges associated with the company's corporate transformation, including approximately $208 million of stock-based compensation tied primarily to warrant issuances and financing transactions completed during the restructuring. Net loss for the fourth quarter totaled approximately 229.7 million, compared with a net loss of 216.7 million in the third quarter, which was largely driven by those non-cash expenses. Net loss for the full year was 450.5 million. Adjusted EBITDA loss for the fourth quarter was 224.3 million and 218.5 million loss for the full year. Turning to the balance sheet, as of December 31st, 2025, Forum reported total assets of approximately 306.3 million. Cash and cash equivalents totaled approximately 8 million. During the fourth quarter, we also took steps to streamline the company's capital structure. In December, we announced plans to redeem the 516 million aggregate principal amount of our 2028 convertible notes, which we believe simplifies the balance sheet and improves financial flexibility as we scale our platform. As McAndrew described, we have fully repositioned the balance sheet. We exited direct ETH price exposure and redeployed that capital into cash and income-producing real-world assets. These are assets that generate yield today, regardless of where ETH prices move. This was a deliberate and strategic decision to mitigate volatility in our capital base as we put the full weight of our company behind asset acquisition and yield generation. It reflects our conviction that the potential for sustainable long-term value creation is much greater from building the operating platform on top of Ethereum than from holding the underlying asset. We remain Ethereum first in our technology infrastructure. Every tokenized product we bring to market settles on an Ethereum Layer 2 network, but we believe a stable asset-backed balance sheet makes us a more credible, more resilient, and ultimately more valuable company. As of today, we currently hold 12,441 ETH, which is for our 3.5% ETH collateralized loan. We intend to hold that loan to term and we'll sell the collateral to pay off the loan and generate additional proceeds, though we have hedged our remaining ETH position. So essentially, we have eliminated direct exposure to ETH on our balance sheet. Our current cash and cash equivalent position is 103 million, providing substantial liquidity to support asset acquisition, infrastructure development, and other strategic initiatives. We hold $18.8 million in aircraft engine assets, $1.7 million in auto loans, and $6.1 million in manufactured home loans. Our equity holdings in liquidity.io's parent company, Satchel Inc., Keras, and Zippy are $13.7 million, $9.8 million, and $22.3 million, respectively. We have a large base of historically stable cash generating assets, no remaining exposure to volatile price movements in Ethereum, zero net debt, which we believe represents an extremely attractive entry point for investors. Looking ahead, our capital allocation priorities remain focused on three areas. First, deploying capital into cashflow generating real world assets that can serve as the foundation for future tokenized investment products. Second, continuing to expand the infrastructure and partnerships required to originate and distribute those assets through blockchain-based markets. And third, maintaining a strong liquidity position to support discipline growth. As the platform scales and our asset pipeline continues to grow, we expect to pursue additional capital in 2026 to accelerate deployment. We will be disciplined about structure and timing, and any capital raised will be sized to the opportunity in front of us, not the needs behind us. For the full year 2026, we are introducing our initial guidance range for platform assets under management. We expect to exit 2026 with between 125 million and 200 million in assets under management across our tokenized and pre-tokenization credit portfolios. This range reflects our current asset pipelines across aircraft engines, auto credit, manufactured housing, and the two new origination channels we are establishing in commercial real estate and equipment financing. We are also introducing initial revenue guidance for full year 2026. Given that AUM is expected to grow asymmetrically in the back half of the year, our yield generation will be limited by partial year timing based on when the assets come online. As a result, we expect total revenue to be in the range of 18 million to 26 million. This guidance reflects yield income from our existing and anticipated asset base, structuring and origination fees from tokenized product launches, and early stage asset management economics as tokenized products remain outstanding. We are not providing earnings guidance at this time. as we continue to invest in the platform infrastructure and origination capabilities that we believe will drive meaningfully higher revenue and earnings power in future periods. In addition, we are targeting AUM at year-end 2027 to be 300 to 400 million, which could result in year-over-year revenue growth of 50 to 100% in 2027. In summary, 2025 was the year we built the foundation. We repositioned the company, proved the technology, established the partnerships, and began generating real yield. 2026 is the year we scale. By the time we exit the year, we expect to have a materially larger asset base, a broader portfolio of tokenized products in market, and a distribution infrastructure capable of supporting significant growth. We are targeting positive cash flow in 2027 and meaningful year-over-year revenue acceleration as we exit 2026. The fundamentals of this business, yield today, tokenization economics tomorrow, reoccurring asset management fees over the long term, are intact and improving. We look forward to demonstrating that progress each quarter. And with that, I'd like to turn the call back over to the operator for questions.

Thank you. At this time, if you would like to ask a question, please click on the raise hand button, which can be found on the black bar at the bottom of your screen. When it is your turn, you will receive a message on your screen from the host allowing you to talk, and then you will hear your name called. Please accept, unmute your audio, and ask your question. We will wait one moment to allow the queue to form. Our first question will come from Mark Palmer with Benchmark. You may now unmute your audio and ask your question.

Yes, thank you, and thanks for taking my question. With regard to the company's guidance for full year 2026, it's obviously a fairly wide range in terms of AUM and revenue. If you could provide a bit of color on what would enable the company to come closer to the higher end of those ranges versus the lower end, what would need to play out over the course of the year to realize that?

Hey, Mark, this is McAndrew. I'll start and then I'll let John jump in. I'd say from the various pipeline opportunities we have, you know, there's demand that's much greater than the upper end of the guidance. And I think we purposely were conservative with the range in that the lower end is kind of the assets that we can deploy today that are on the balance sheet. And the upper end is a conservative estimate of what could be raised to be deployed into all these various channels, plus the two new channels that I talked about on the call, one on the AI equipment finance and the other in commercial real estate. But if you add up all five of the channels collectively, we could easily surpass that number. It's just subject to capital. John, if you want to add to that.

Yeah, I think that McAndrew highlighted the mix of investments and the potential for high yield investments, as well as our ability to deploy some of that capital quickly. We have a number of opportunities where we believe we can deploy a significant amount of capital here in the next month or two, as well as our ability to ramp token sales later in the year and generate fee revenue from those token sales sooner. Those would all help us contribute to achieving the higher end of that guidance range.

Thank you. And with regard to the two new verticals that you're pursuing, what we have seen Form do in the past is create a supply of assets for tokenization via partnerships or acquisitions. How are you thinking about accessing supply with regard to those two new verticals?

I'll start with the equipment finance on the AI equipment side. And we've made direct inroads with some of the largest chip distributors and chip manufacturers in the United States. And obviously, there's a tremendous amount of demand that's being generated from the AI data center build out around the world. And we're creating pretty large pipeline in that space to help some of the neoclouds and hyperscalers finance the chip purchases of those assets. So that's number one. And then on the commercial real estate side, we've spent a lot of time looking at really large institutional partners to align ourselves with that have access to a tremendous amount of capital. And we're, we're, I think we've identified a very high quality partner that we can access the commercial real estate market with. Neither of those require equity investments from us today in those businesses to execute on the financing of the assets. So that is the plan on those two new verticals.

Very good. Thank you very much.

Our next question comes from Brenda McCarthy with Sidoti. Please go ahead with your question.

Great. Good morning, everybody. Appreciate you taking my questions here. I just wanted to start off talking about the asset pipeline. I think you mentioned demand is very strong right now. Can you talk about how you intend to ultimately fund the purchase of the risk-weighted assets as far as the upfront capital outlay goes?

Hey, Brendan, it's McAndrew. Thanks for the question. We have, as John pointed out, $103 million of cash on the balance sheet today. So the first step is deploy that cash over the next couple of months into the direct purchase of these assets and into the facilities to generate revenue off that capital. And then the next step is once that's deployed and generating revenue, obviously, if the opportunity arises, raise more capital around it.

That makes sense. I appreciate that. And yeah, obviously you guys have done a great job optimizing the balance sheet. I think you mentioned zero net debt with assets now in yield generating assets on the balance sheet. Do you have a measure of net asset value at this point?

Yeah, I mean, I'm going to let John hit that directly. But when he spoke, he walked through how much we have in aircraft engines, auto loans, and manufactured home loans as revenue producing assets plus the cash. And then we have obviously our equity investments. So why don't we walk through that again, John?

Yeah, you know, today it's approximately $27 million in assets that are prepared or already tokenized. But as of today and tomorrow, we'll be closing on some more of those loans. So we have a very regular cadence we've established to be able to acquire some of those assets. So we also have those equity investments that McAndrew mentioned, the 46 million. But yes, we've just closed on another engine on our set of loans. Today it's at $27 million, but we have the opportunity to deploy a very significant amount of capital here in April. So we expect that AUM number to pop in Q2.

I mean, total assets on the, you know, total assets, cash plus physical asset investments, plus credit, plus equity investments. I mean, it's approximately $175 to $185 million today with 20.3 million shares outstanding.

I appreciate the deep thought there. Obviously, large disconnect in the markets right now. But last question for me, just looking at the guidance breakdown, how do you kind of factor in the revenue outlook and the amount of revenue that will come from your different revenue streams being yield income, origination fees, and then AUM income?

I'll start with the just aggregated yield on some of the newer platforms and also on the existing. I think you're going to see The yield is substantially higher on some of the equipment finance and the aircraft engines, and it will push the blended yield of 10% up as we deploy more capital into the equipment finance. So that's part of why you see the revenue start to ramp as we get into that more equipment finance and more engine finance. And then... From an absolute range of revenue, we try to be conservative, like I talked about earlier, in terms of using the capital we have on the balance sheet as a base level of revenue and then expanding up to that 200 million AUM plus to get to the higher end of revenue. And I don't think we're assuming very much in that. Other areas where we generate revenue, i.e. the tokenization and fee income, I mean, that's all sort of incremental revenue that can occur. What we're saying is that the revenue generated is the revenue generated from the assets that we have under management over the course of the year. And John, you can add to that.

Yeah, we really expect to see the fee revenue ramp into the Q4 of this year and into 2027. So initially we are acquiring the assets, then we will be tokenizing the assets. And while we're developing go-to-market and marketing strategy for selling those tokens, and we expect that flywheel to continue to accelerate throughout Q3, Q4, and really showcase into 2027 with the origination management fees and trading fees on those tokens.

It's important we build the menu up first before we really put capital into the retail side of advertising for distribution. And then also before we present it institutionally from a distribution perspective so that there's a mini range of options and yield and risk for people to choose from.

That makes sense. I appreciate the detail there. Thanks, McAngie. Thanks, John. Thank you.

That concludes the question and answer portion of today's call. I will now hand the call back to John Christoph for closing remarks.

Thank you. And thank you, everyone, for joining us this morning. As always, if you have additional questions, please feel free to reach out to me directly. Have a good day.