OTC Markets Group Inc.

Good day and thank you for standing by. Welcome to the OTC Markets Group First Quarter 2024 earnings conference call and webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you will need to press star 1-1 on your telephone. You will then hear an automated message advising you, your hand is raised. To withdraw your question, please press star 1-1 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Dan Zinn, General Counsel. Please go ahead.

Thank you, operator. Good morning and welcome to the OTC Markets Group First Quarter 2024 earnings conference call. With me today are Pramil Kulsan, our President and Chief Executive Officer, and Antonia Georgieva, our Chief Financial Officer. Today's call will be accompanied by a slide presentation. Our earnings press release and the presentation are each available on our website. Certain statements during this call and in our presentation may relate to future events or expectations and, as such, may constitute forward-looking statements. Actual results may differ materially from these forward-looking statements. Information concerning risks and uncertainties that may impact our actual results is contained in the Risk Factors section of our 2023 Annual Report, which is also available on our website. For more information, please refer to the Safe Harbor Statement on slide 3 of the earnings presentation. With that, I'd like to turn the call over to Krummel Kulsan.

Thank you, Dan. Good morning, everyone. Thank you for joining us today. I will discuss our first quarter 2024 results at a high level and will review our operational and strategic priorities for the year. Gross and net revenues slipped in the first quarter, dropping 1% and 2% lower respectively versus the first quarter of 2023. Increases in market data revenues were not enough to offset a 5% decrease in corporate services and a 1% decline in OTC link revenue. In the corporate services business, our OTCQX annual renewal percentage dropped slightly from prior years, leading to a lower number of companies on OTCQX at the start of the year. An increase in new OTCQX sales during the quarter presents a positive short-term trend. Similar to other public venture and small cap markets, OTCQB has seen a number of financially stressed smaller companies unable to maintain compliance and therefore drop from the market. The trend towards international trading activity has continued, with trading in ADRs and ordinary shares of non-US companies comprising over 80% of dollar volume across our OTCQX, OTCQB, and pink markets. Trading these global companies in US market hours is a unique value proposition, with dollar volumes growing for both European and Asian listed issuers. Our OTCQX and OTCQB markets provide an opportunity for these companies to improve visibility and better engage with US investors. We offer a unique way to connect their local primary listings to US valuations and secondary liquidity. At the beginning of the year, we reorganized our corporate sales and support resources into three regional teams covering the Americas, EMEA, and Asia. This will align outreach efforts with targeted global growth opportunities so we can better increase issuer understanding and engagement. Our market data results now reflect -over-year performance, which includes our Blue Sky data core and EGR online acquisitions. Adding these operations enhances our ability to serve our broker-dealer subscribers, particularly with automation of their compliance and risk processes. The better we are at putting useful information onto investor screens and into broker-dealer machines, the more benefits we can offer corporate clients and the stronger our data-driven market model becomes. OTCLink saw a -over-year decrease in trade volume, but an uptick over the fourth quarter of 2023. The number of unique broker-dealer subscribers across our three ATSs rose slightly, with strong growth in subscribers using the ECN to directly access our markets. Our operating expenses during the quarter remained relatively flat to the first quarter of last year. Our approach to expense management is intentional. We pursue opportunities for growth, and we are at a stage where focus on longer-term planning will both reduce costs and bring benefits from scale. Antonia will cover more of the details of our financial results in a few moments. Before I move on from discussing our expenses, I want to address one additional point. As has long been the case, our largest expense is our investment in people. I spoke last quarter about our long-term market integrity initiatives. Enhancing market quality and compliance is a priority throughout our organization. The integrity effort is led by our outstanding issuer services team operating primarily out of our Washington, D.C. office. That team, led by Liz Hess, includes market surveillance, issuer compliance, and qualifications teams that maintain the standards of our OTCQX and OTCQB markets and oversee our risk flags. These teams work with public companies to provide adequate information, track ongoing disclosure, and regularly interact with the SEC, FINRA, and other state and federal regulators. Operating in highly regulated markets also requires a dedicated broker-dealer compliance team within OTCLink, responsible for building and maintaining a robust compliance program. In particular, that team's work on our AML and suspicious activity report process has been important. Market integrity and compliance are cornerstones of the critical role we play, and the teams ensuring we uphold our regulatory responsibilities are critical to our continued success. I thank all of our compliance professionals for their dedication to make us a stronger, more resilient organization. As 2024 continues, it is important to consider how our work in prior years has set the stage for our future initiatives. Providing seamless access to more electronic brokers has expanded our markets. Modern market makers are critical to continuous market liquidity. They provide consistent execution quality for retail orders, liquidity in less active securities, and connect global prices in ADRs and ordinary shares. Our platforms also support the success of broker-dealers that desire order-driven matching engines. The best markets let participants choose the trading model that works best for their unique situation and provide a seamless connection across the possible range of participants. We recently announced our plan to introduce closing cross functionality for subscribers to our matching engine ATSs. Closing cross is popular in other markets, and we are excited to offer this new feature to enhance choices for liquidity seekers. The liquidity of market makers already providing competitive closing prices directly to their respondents and our new electronic closing cross process will make the overall OTC market stronger. Dynamic market structure requires multiple trading models and participants that are free to choose what best suits their needs and desires. Launching this initiative is a result of collaboration between our business and technology teams. We continue to pursue five strategic priorities this year. First, one team, one platform driving results to build the value of one share. Under this initiative, we continue to integrate our teams and consolidate our technology platforms to drive operational efficiencies and client value in pursuit of revenue growth. Second, increase the number of securities on our markets. Our near-term opportunity is greater global trading, increasing the breadth and depth of ADR and foreign ordinary shares traded in US dollars by US broker dealers to grow the size of our markets by adding securities, new asset classes, and trading functionality for our broker dealer subscribers. Third, transform the client's connection and improve the quality of information. We constantly work to enhance the customer experience through modernized interfaces and enrich data for external and internal users. It's an important lever for us that the more engaged issuers are and the better quality of information they provide, the better our markets will function. Fourth, mitigate operational risk and strengthen regulatory compliance. In keeping with our focus on market integrity and compliance, we invest in our core trading infrastructure, operational processes, and risk management systems as well as our regulatory processes in each case to enhance their reliability and our compliance with securities laws and regulations. Fifth, grow revenue across business lines and align resources with long-term value creation. As much as we may wish, success will not be a straight line. We continue to focus on being good stewards of our markets and thoughtful commercial operators to align our operating costs with recurring revenue generation where managers intelligently allocate company resources and act as fiduciaries to generate sustainable value for our shareholders. I look forward to reviewing these initiatives in our strategic direction throughout the course of the year. In closing, I am pleased to announce that on May 7th, our board of directors declared a quarterly dividend of 18 cents per share payable in June. This dividend reflects our ongoing commitment to providing superior shareholder returns. With that, I will turn the call over to Antonia.

Thank you, Gromwell, and thank you all for joining our call today. I would like to start by thanking our entire OTC Markets team for continuing to execute on our strategic priorities and for their commitment to our subscribers. As I discussed our results for quarter ended March 31st, 2024. Any reference made to prior period comparatives will refer to the first quarter of 2023. Turning to page 7 for review of our first quarter revenues. We generated $27.7 million in gross revenues, down 1% as compared to the prior year period. Revenues less transaction-based expenses were also down 1%. OTC Link's gross revenues declined 1%. While the notion of dollar value traded on our ATSs increased by 21% versus the prior year period, the share volume executed and the number of trades declined, resulting in an 8% decline in transaction-based revenues from OTC Link ECM and OTC Link NQB. As an offset, transaction-based expenses decreased 16%. Additionally, OTC Link ATS saw a 6% decline in subscription revenue from our OTC Dealer application due to subscriber cancellation. Partially offsetting these decreases was an increase in certain connectivity revenue due to the introduction of additional fees at the beginning of 2024 and an 8% increase in revenues from OTC Link ATS messages due to fee increases offsetting lower message volume. OTC Link finished the first quarter with 112 subscribers to OTC Link ECM and 82 subscribers on OTC Link ATS and had 135 unique subscribers across our ATSs. At the end of the prior year period, OTC Link had 102 and 88 subscribers on OTC Link ECM and OTC Link ATS respectively and 134 unique subscribers. Trading volumes remain highly unpredictable and could continue to decline in the future. Revenues from our market data licensing business increased 2% quarter over quarter. Pro user accounts were up 4% with the corresponding revenues increasing 8%. Revenues from internal system licenses, delayed data licenses, and other services increased 11% due to growth in subscribers and price increases for certain licenses. Additionally, revenues from our Blue Sky data products increased 33% as a result of additional fees that we introduced and pricing adjustments. Partially offsetting these increases was an 18% decline in revenues from non-pro users in line with an 18% reduction in period and non-professional user accounts and a 33% decrease in revenue from Edgar online due to the exclusion of certain non-recurring revenue that was recognized in the prior year period. Historically and in the normal course of business, we have seen significant changes in the number of non-professional users as market volumes and retail participation on our markets fluctuate and we may experience a further decline in the future. Corporate services revenues decreased 5% in the first quarter. OTCQX revenues remained relatively unchanged while OTCQB and DNS revenues decreased 8% and 6% respectively. We saw a lower number of companies across OTCQX, OTCQB, and DNS in the first quarter compared to the prior quarter. The impact of annual incremental pricing adjustments effective January 1st 2024 served to offset the decline in OTCQX companies. In the first quarter, we added 21 OTCQX companies compared to 15 in the prior quarter and finished the period with 577 OTCQX companies down 3%. For the annual OTCQX subscription period beginning January 1, 2024, we achieved a 93% retention rate compared to 95% in the prior year. On OTCQB, we added 36 new companies in the first quarter compared to 49 in the prior year period and had 1,115 OTCQB companies at the end of the quarter down 8%. We had 1,428 PIN companies subscribing to DNS and other products at the end of the first quarter down 5%. -to-month variability in our corporate services subscribers is driven by new sales offset by non-renewals, corporate events, and compliance downgrades. Turning now to expenses on page eight. On a -over-quarter basis, operating expenses remained largely unchanged at $18.6 million. A 5% increase in compensation and benefits expenses was substantially offset by a 10% decline in professional and consulting fees and a 46% decrease in general administrative and other costs. The increase in compensation and benefits reflects higher stock-based incentive compensation and related payroll taxes as a result of the cumulative impact of prior year grants, partially offset by lower commissions and cash-based incentive compensation. Additionally, we incurred certain separation expenses. Compensation and benefits comprised 67% of our total operating expenses during the first quarter compared to 64% in the prior year period. Compensation and benefits expenses in the prior year period included certain non-recurring accruals related to the Edgar Online acquisition. Professional and consulting fees decreased due to the elimination of certain non-recurring expenses related to Edgar Online that were incurred during the prior year period. Additionally, we saw lower regulatory costs related to our C-Link ECN and OTC-Link NQB and lower legal fees. General administrative and other costs decreased 46% primarily due to lower bad debt. In the prior year period, we had an elevated budget provision related to accounts receivable acquired as part of Edgar Online, which did not recur in the current quarter. Turning to page 9, in the first quarter, income from operations and net income declined 3% and 5% respectively. Operating profit margin contracted slightly to 25% compared to .4% in the prior quarter. Operating profit margin in the prior year period was impacted by approximately 900,000 in one-time integration expenses related to Edgar Online. In addition to certain GAAP and other measures, management utilizes adjusted EBITDA, a non-GAAP measure which excludes non-cash stock-based compensation expenses. Our adjusted EBITDA was $9.2 million in the first quarter of 2024 and our adjusted diluted earnings per share were 76 cents, relatively unchanged compared to the prior year period. Cash used in operating activities amounted to $0.7 million compared to cash used in operating activities of $0.4 million in the prior quarter. Free cash flows for the quarter were negative $1.2 million compared to negative $1.4 million in the prior quarter. Turning to page 10, during the first quarter of 2024, we returned a total of $5.1 million to investors in the form of dividends and through our stock buyback program compared to $5.5 million in the prior quarter. We remained focused on growing our business, operating as prudent stewards of shareholder capital and delivering long-term value to our stockholders. With that, I would like to close.

Thank you. As a reminder, to ask a question, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. One moment while we compile our Q&A roster.

Our first question is going to come from the line of

Brendan McCarthy with Doty. Your line is open. Please go ahead.

Hey, good morning, everybody. Thanks for taking my questions. I just want to start off at OTC link, looking at the ECN and MQB revenues down there over the quarter. Can you just kind of talk about the changing mix of securities traded on the platforms that drove that decline?

Certainly, Brendan, as we have discussed previously, our pricing schedule is fairly detailed and depends on the type of security, whether it's low-price, middle-price, or higher price security and also has various volume brackets that determine prices and rebates. In any given quarter or month, obviously, depending on the activity that comes to our platforms, broker-driven or -client-driven, the types of securities traded would shift constantly. In certain instances, it would shift towards securities where we generate lower fees or the those volume bands that we have on our pricing schedule. As a net result, we may end up generating higher or lower revenue per unit of volume compared to other periods. Generally, that is unpredictable for us and is an outcome of the trading activity that comes to our market.

Got it. Thanks, Antonio. That's helpful. And,

Brian, you have to understand that we have three ATSs. There's the original network-based OTC link, which is supporting the modern market model. That is really built for firms whose first goal is to internalize and keep the trade on their system. Then we have the two matching engine ECMs. The magic is that we seamlessly connect them into the market. Because together, they're all more powerful for market quality and you're giving investors choices of how they want to trade. What you see with the market maker model and you see with other liquidity providers is when markets are not incredibly volatile, they will position more securities on their own systems and not need to trade out of the risk. That's a good thing for our subscribers because they're able to do more business on their platforms. It's a good part for our business. They are using us for the pricing world, but transactions in markets where there's not a lot of volatility will not be as big across competitor to competitor or intermediary to intermediary because they're willing to carry more risk on their books, if that makes sense.

Yes, that's helpful. Thanks, Carl. That makes sense. And then turning to the Blue Sky Data product, I saw there was a really nice revenue increase there and I believe it was driven by pricing adjustments. Just curious as to how those pricing adjustments were received

by the client base. I believe it was pretty seamless because

we've added coverage of securities. Our viewpoint is our ideal product is one where we can increasingly stuff more value in for the existing subscribers to make it more useful. We've also become much more transparent in actually how it's calculated. The previous owner kept the sauce secret and our viewpoint is be transparent and be open. My expectation is, especially with Blue Sky becoming more important to the corporate debt market and where we can drive it deeper into the electronic stack and to a wider part of regulated entities, be that broker dealers, investment advisors, there's places for us to add value and Blue Sky is just one part of the mix. Whether you're an investment advisor or broker dealer, is this security lawful and is it lawful for the investor that you're talking about? There's a whole wedding cake of various rules and regulations at the state level, at the FINRA level, at the SEC level. Our goal is to take all of that complexity and give a clean answer with the ability

to dive deep. That's helpful. And turning to

the suspicious activity reports, Crime Line, they discussed this earlier in the call as it relates to OCC link, but just curious if there's any update on the communication with the SEC just regarding the previous situation mentioned on the past earnings call.

Yeah, thanks Brendan. I mean the disclosure that's in the quarterly report, which really mirrors what was in our annual report as well, remains the update. It's a long process, but everything we covered, both in the disclosure and in Cromwell's commentary and at the annual earnings call, really remains the way we view it. And I think Cromwell's comments today regarding our market integrity initiatives generally and the work that's been done on our compliance program and in particular the staff that's grown and increased focus on these things, it's to the good for us as a business, but in terms of the specific update, it's as described in the report.

Brendan, from a financial point of view, there has been no additional accrual beyond what we disclosed in the fourth quarter.

Understood. Thank you. One more question for me. Yeah, that's,

I look at, from an investor perspective, you look at is the accrual changing. That I think is because, you know, we also look at when we look at compliance for issuers, that for companies where they've had previous regulatory troubles and new management teams and new boards of directors have come in, that's usually, and new auditors have come in, that's not for us, but it's like where's the accrual staying? And I think that's probably a number that if I was an investor I would look at.

Right, right, and that number stayed consistent right

around that $1.2 million mark.

Correct.

Okay, and

one more question just on the corporate services business. Cromwell, I think you mentioned there were some positive trends seen on OTCQX subscribers, while QB obviously remains a little bit more challenged, but, you know, I'm just curious as to your thoughts on what would be, you know, a couple of catalysts that would kind of reverse the trend of, you know, lower corporate service subscribers. I obviously imagine the interest rate of the environment is one of them, but just kind of curious as to

what

you think

could reverse the trend there. So if I knew the answer,

the

trend would be reversed.

There's things that we're looking at. The excuse column would be the mining of mineral space has had a tough financing world after a boom. The other excuse column would be that smaller companies are struggling on exchanges, and we're seeing delisting across those as they run to the end of their story ramp. And I think that's a really important thing for capitalism. Do you listen to the Canadian exchanges talk about venture markets? And they'll say 95% of the companies don't make it, but it's a really important piece for the 5% that do. And it's a part of capitalism, but we get frustrated when someone has tried, a team has tried, and the markets, the story is running down, but that's the capitalist system. I would say I'm much more interested in the things that we can control to drive positive change and reorganizing our corporate sales team to be a more team-based approach, working on educating issuers how they can use our platform. There's a lot of conversation around the world about differences of valuations and how global companies can get in front of investors and show the value of their securities versus their US competitors and comparable business models. That's a real opportunity for us. Improving the ability to trade ADRs and foreign ordinary shares, we think both have room for improvement, and we think the world is better giving investors choices. So there's a lot of levers internally for us to grind away.

That makes sense. Thanks, Carmel. I appreciate the insight. That's all

from me.

Thank you. And again, if you would like to ask a question at this time, please press star 1-1 on your telephone. One moment as we move to our next question. Our next question is going to come from the line of Steve Silver with Argus Research Corporation. Your line is open. Please go ahead.

Good morning. Thanks, operator. My first question is, I've noticed in the quarter there was a pretty substantial increase in the dollar volume traded on OTC, QX, and QB. I was just curious as to whether there were any dynamics in play there. It seems a little counterintuitive given the decline in the number of companies on QX and QB as well as the continued limited retail participation in the markets. So I'm just curious to know if there were any dynamics at play for those pretty substantial increases in trading activity?

Thank you for the question. I don't try to

spend much time overthinking where volumes are coming from and what they're going back and forth because it's not in the lever we can control on the short term. And often what gets captured across the two business lines of the two core trading support side businesses, the network-based ATS and the matching engine ECMs. So there are many people much more smarter than me who make macro bets every day whose opinions I might listen to more even though I'd take those with a grain of salt because usually they're talking their books.

Steve, as I mentioned, the mix of securities traded between low price, medium price, and high price shifts all the time. In this particular quarter, there was a shift towards higher price securities which drove the overall dollar value of dollar volume traded. But at the same time, the number of shares which is the driver of our revenue declined. There is a small piece of our revenue that's driven off of notional but it's really small for the low price securities and that volume actually declined during the quarter. So again, it's mostly it is counterintuitive as you mentioned but it is a function of the mix of securities between sub penny between penny and dollar and dollar.

Okay, that makes sense. Thanks. And so the quarterly disclosure cited a subscriber number for Edgar online around 500 and I know this is still in the early stages of a multi-year integration. Just curious in terms of just very broadly whether that subscriber number is in the range of your earlier expectations in terms of making the acquisition, just in terms of placing where that subscriber number is in the early stages compared to maybe any initial thoughts you might have had in terms of building a subscriber base over time.

So this is problem.

The subscriber numbers, the overall subscriber numbers is a mix of two types of subscribers, the per users, the Edgar pro product and then the enterprise subscribers. Moving Edgar online technology out of their data center to the cloud addressing operational inefficiencies and pain points has been a long process. The team of engineers we acquired have been incredibly dedicated. They've learned a whole new technology stack that supports their code in the cloud. The functionality changes where we can really start driving value to the clients hasn't gotten out to the client yet and those are the places where can we make Edgar pro not only be a great tool for searching SEC filings, comparing financials, but also include the various disclosure standards and financials of other companies on our market in a seamless integrated manner. And that's, you know, if you talk to any value investor, their whole history is always been finding interesting securities and the ability to search in a comparable manner. Edgar pro can become a great tool and more interesting because it has the widest range of US traded equities that you can search for an investor. The enterprise licenses are also how do we start adding value? And I think Edgar online business, you really have to look at how it's so integrated into our blue sky product to our compliance file products. You know, that business is really one business. And how do we now look at places where we can use the collection of data from SEC filings from other places, optimize the different groups and find new areas to serve those enterprise clients? That's early days. And those discussions are going on. And how we do it, as we said, it's really a three year process till we know what type of business is going to be there. And, you know, my belief is we have a very strong place in providing SEC filing and other data into broker dealer and regulatory compliance and structuring that data of which Edgar pro, Edgar technology and services and clients is a very important part. We're on the back foot, you know, for investors searching for data financials, that we can catch up because we have a really unique data set. And, you know, so that's where we are. We're trying to make all of these things work in a thoughtful pace because, you know, SEC filings is not the most dynamic spot of the world.

Great. And one last one, if I may. I'm just curious as to your thoughts about the the size of overall headcount over time. The quarterly disclosure mentions the need for future investments related to the regulatory compliance obligations, but at the same time, overall head count declined by a couple of employees year over year. So I'm just trying to get a sense as to as you staff up, I guess, to handle these obligations, how you're going to find that balance between managing the overall size of the organization in terms of keeping the cost structure of the business lean.

Yeah, Steve, you know, I'm nuts and bolts sort of numbers, the reduction that you see in the period end is largely a function of timing. When we had some employees separate and had some new hires early in the second quarter, that'll be reflected as we go. On the more macro level of your question, which I think is really the substantive point, we are always looking to scale. And so it's for us, it's a matter of prioritization, whether that scale is through technology or physical head count, consultants and other experts that we can bring in, we've been able to over time, sort of punch above our weight, given the size of our staff, and the size of our company, and having a, you know, that much greater impact that ethos will not go away. Right, we've gotten bigger over the past 18 months or so, with the additions of Blue Sky and and a Chrome line. Beyond that, it's been very natural ads to staff. I think that will continue to be our our program going forward with, you know, focus on those areas that you noted and that we've noted in our disclosure and on the call.

And investor himself, Rusty Rose. And Rusty was incredibly careful with his money and thoughtful. And he was led an investor group with another slightly more famous person to buy the Texas Rangers. And when they sold the Texas Rangers, he spoke about the investments they made to have the team turn into a winning team. And it was his original view was when we spend a dollar of our of our investors money, we want to get back more than a dollar of return and payroll for a sports team, both of the people hitting the balls and catching the balls and the balls, but all of the other support people around he invested in that. And, you know, my view is I think it'd be fantastic to have twice as many employees, but also raise our revenue per employee. And that's hard operationally, a performance management as we grow the 130 140 120 size is where your performance management, your senior management techniques, your next level of managers become so much more important in helping serve their success. And those are the things we're working on. We don't look at, oh, we need to stop at this number of employees where we are. What we want to do is support our existing operational needs and have people who have an agent of positive change, a growth mindset, who are every year becoming a little bit better at delivering results or operating the existing business with a little bit less effort and resources so we can do some more. And that's the scale piece. And I think it's a really important challenge for us at the management level is how do we consistently build scale. So with our human capital, we're doing the same things that our technology partners are doing to give us faster processors, you know, more

performance from software. Okay, great. Thank you so much for the extra color.

Thank you. And one moment for our next question.

And we have a follow up question from the line of Brennan McCarthy with Sudoti. Your line is open. Please go ahead.

Sorry, my question was already

answered.

Thank you. I'm showing no further questions at this time and I would like to hand the conference back over to Cromwell Colson for closing remarks.

Thank you, operator. I want to thank each of you for joining us today. I would encourage you to read our full 2024 first quarter report and the earnings press release for more information. Links to both are available on the investor relations page of our website. On behalf of the entire team at OTC Markets Group, we look forward to updating you on our key initiatives that will continue to shape the integrity and competitiveness of public markets

and

build

value for our shareholders.

This concludes today's conference call. Thank you for participating. You may now disconnect.