NEW YORK, March 6, 2019 /PRNewswire/ --
Fourth Quarter and Full Year 2018 Highlights:
- Gross revenues of $59.3 million for the year, an increase of 8% over 2017 and operating
income of $19.6 million for the year, an increase of 7% over 2017
- Net income of $16.2 million for the year, an increase of 29% over 2017, driving a 28%
increase in GAAP diluted EPS to $1.36
- Fourth quarter gross revenues of $15.4 million and operating income of $4.8 million, an increase of 11% and 3% over the prior periods
- Operating profit margin of 35% for the year and 33% for the quarter (35% and 35%, respectively, for 2017)
- Total cash returned to shareholders during 2018 of $15.2 million, comprised of dividends
of $14.2 million and repurchases of common shares of $1.0
million
- Announcing first quarter 2019 dividend of $0.15 per share
- 70 graduates to a national securities exchange during 2018, up 15% from 2017
- Continued progress in achieving state Blue Sky exemptions for our OTCQX and OTCQB markets, with OTCQX reaching 34 states
and OTCQB reaching 31 states
- Announced opening of our new European subsidiary, OTC Markets Group International Ltd, headquartered in London
- Announced acquisition of QaravanSM Inc., enhancing our suite of Market Data Services
- Announced acquisition from PR Newswire of assets related to the Virtual Investor ConferencesSM
business
- Announced upcoming move to new corporate headquarters at 300 Vesey Street, part of the premier Brookfield Place complex
in downtown New York City
OTC Markets Group Inc. (OTCQX: OTCM), operator of the OTCQX® Best Market, the OTCQB® Venture Market, and
the Pink® Open Market for 10,000 U.S. and global securities, today released its financial results for the fourth quarter and
fiscal year 2018.
"We were excited to announce two small acquisitions that will help us strengthen our organization and better serve client
needs. Announced in February 2019, our acquisition of Qaravan Inc., positions us to provide
cost-effective benchmarking and regulatory data to the banking sector. Announced in January
2019, our acquisition of assets related to the Virtual Investor Conferences business from PR Newswire aligns with one of
our core objectives – to provide more dynamic online communication and investor engagement tools for public companies," said R. Cromwell Coulson, President and Chief Executive Officer.
"Each of our three business lines delivered strong organic revenue growth in 2018 which in turn drove strong earnings and
growth in our free cashflow. As we look to 2019, we intend to continue to invest in and commit resources to those strategic
opportunities that best position us to deliver continued and sustainable growth," said
Bea Ordonez, Chief Financial Officer.
Fourth Quarter 2018 compared to Fourth Quarter 2017
|
|
Quarter Ended December 31,
|
|
|
|
|
(in thousands, except shares and per share data)
|
|
2018
|
|
2017
|
|
% change
|
|
$ change
|
OTC Link
|
|
$ 2,918
|
|
$ 2,546
|
|
15%
|
|
372
|
Market data licensing
|
|
5,949
|
|
5,445
|
|
9%
|
|
504
|
Corporate services
|
|
6,538
|
|
5,898
|
|
11%
|
|
640
|
Gross Revenues
|
|
15,405
|
|
13,889
|
|
11%
|
|
1,516
|
Net revenues
|
|
14,797
|
|
13,243
|
|
12%
|
|
1,554
|
Revenues less transaction-based expenses
|
|
14,650
|
|
13,243
|
|
11%
|
|
1,407
|
Operating expenses
|
|
9,842
|
|
8,592
|
|
15%
|
|
1,250
|
Income from operations
|
|
4,808
|
|
4,651
|
|
3%
|
|
157
|
Operating profit margin
|
|
32.5%
|
|
35.1%
|
|
|
|
|
Income before provision for income taxes
|
|
4,845
|
|
4,657
|
|
4%
|
|
188
|
Net income
|
|
$ 4,118
|
|
$ 2,915
|
|
41%
|
|
1,203
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
0.34
|
|
$
0.24
|
|
43%
|
|
|
Adjusted diluted earnings per share
|
|
$
0.47
|
|
$
0.45
|
|
4%
|
|
|
Weighted-average shares outstanding, diluted
|
|
11,660,075
|
|
11,614,683
|
|
0%
|
|
|
Financial Highlights
- Gross revenues of $15.4 million, up 11% over the prior period.
- Corporate Services delivered 11% growth in revenues versus the prior period, driven by continuing strong sales, moderately
reduced churn, as well as the impact of price increases in respect of our OTCQB Market.
- Market Data Licensing revenues saw a 9% increase, with price increases and new sales of our compliance and other data
license products and EOD pricing services, and quarter over quarter increases in reported professional and non-professional
users driving much of that increase.
- OTC Link revenues were up 15%, largely a result of revenues from our OTC Link ECN which launched in December 2017.
- Operating expenses increased 15% over the prior year quarter, the result of a 12% increase in compensation costs, a 62%
increase in occupancy costs and a 65% increase in marketing spend, partially offset by a 6% decrease in information technology
costs.
- Compensation costs in the quarter increased as a result of an increase in headcount, the impact of annual salary increases,
an increase in sales commissions and an increase in cash bonus payments accrued in respect of 2018, including a true up to
actual incentive awards which was booked in December.
- Net income increased 41%, to $4.1 million for the quarter, reflecting the increase in
operating income and a quarter over quarter decrease in our effective tax rate ("ETR") from 37.4% to 15.0%.
- The Company's ETR decreased following the reduction in the federal corporate tax rate from 35% to 21% that resulted from
the 2017 enactment of the Tax Cuts and Jobs Act, as well as the impact of an increase in the amount of Research and Development
Credits claimed in 2018 and the inclusion in 2018 of a deduction in respect of Foreign Derived Intangible
Income.
- Adjusted EBITDA, which excludes non-cash stock-based compensation expense, increased 4% to $5.6
million, or $0.47 per adjusted diluted share.
Fiscal Year 2018 Results compared to Fiscal Year 2017
|
|
Year Ended December 31,
|
|
|
|
|
(in thousands, except shares and per share data)
|
|
2018
|
|
2017
|
|
% change
|
|
$ change
|
OTC Link
|
|
$ 11,175
|
|
$ 10,075
|
|
11%
|
|
1,100
|
Market data licensing
|
|
23,383
|
|
21,922
|
|
7%
|
|
1,461
|
Corporate services
|
|
24,720
|
|
22,659
|
|
9%
|
|
2,061
|
Gross Revenues
|
|
59,278
|
|
54,656
|
|
8%
|
|
4,622
|
Net revenues
|
|
56,830
|
|
52,176
|
|
9%
|
|
4,654
|
Revenues less transaction-based expenses
|
|
56,455
|
|
52,176
|
|
8%
|
|
4,279
|
Operating expenses
|
|
36,810
|
|
33,872
|
|
9%
|
|
2,938
|
Income from operations
|
|
19,645
|
|
18,304
|
|
7%
|
|
1,341
|
Operating profit margin
|
|
34.6%
|
|
35.1%
|
|
|
|
|
Income before provision for income taxes
|
|
19,761
|
|
18,351
|
|
8%
|
|
1,410
|
Net income
|
|
$ 16,237
|
|
$ 12,559
|
|
29%
|
|
3,678
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
1.36
|
|
$
1.06
|
|
28%
|
|
|
Adjusted diluted earnings per share
|
|
$
1.93
|
|
$
1.82
|
|
6%
|
|
|
Weighted-average shares outstanding, diluted
|
|
11,622,770
|
|
11,566,086
|
|
0%
|
|
|
Financial Highlights
- Gross revenues of $59.3 million, up 8% versus the prior year.
- Corporate Services revenues up 9% for the year. On our OTCQB market, continuing strong sales, and moderately improved
voluntary retention rates, with overall churn roughly in line versus the prior year, and the impact of a 20% price increase
effective for new and renewing customers for 2018 combined to deliver a 12% increase in our OTCQB revenues. A significant
increase in new sales on our OTCQX market was the primary driver of an 11% increase in OTCQX revenues.
- Market Data Licensing revenues up 7%, with price increases and new sales of our compliance and other data license products
and EOD pricing services contributing to a 26% year over year increase in related revenues and increases in reported
professional and non-professional users driving a 2% increase in relates revenues.
- OTC Link revenues were up 11%, with the late 2017 launch of our OTC Link ECN driving much of that increase and an 11%
increase in revenues from trade messages also contributing.
- Operating expenses for the 2018 fiscal year were up $2.9 million, or 9%.
- Compensation costs increased $2.3 million, or 11%, a result of the impact of increased
headcount, annual salary increases, an increase in sales commissions, an increase in the amortized cost of stock-based
compensation, and an increase in the level of cash incentive awards for 2018.
- Net income increased 29%, or $3.7 million, a result of the 7% increase in income from
operations as well as a decrease in the Company's ETR, from 32% to 18%.
- The Company's ETR for the year was primarily impacted by the lower rate of federal corporate income tax in effect for
2018.
- Adjusted EBITDA increased 6% to $23 million, or $1.93 per
adjusted diluted share.
Business Developments and News
- In February 2019, we announced our acquisition of Qaravan Inc., a provider of software and
risk and performance analytics to the public and private banking industry. This acquisition serves to enhance our suite
of Market Data services and positions us to better serve the needs of the banking sector.
- In January 2019, we announced our acquisition from PR Newswire LLC of certain assets related
to the Virtual Investor Conferences business, an online investor conference platform that directly connects issuers with
investors, analysts and advisors.
- In January 2019, we announced the establishment of our overseas subsidiary, OTC Markets Group
International Ltd., incorporated in October 2018 and headquartered in London. In expanding
our global footprint, we hope to continue to grow the number of international issuers on our premium markets.
- In December 2018, the SEC adopted rules to allow SEC reporting companies to use Regulation A
to raise up to $50 Million in a 12-month period. These amendments to Regulation A became
effective January 31st and were largely based on our 2016 Petition for Rulemaking to
the SEC.
- In December 2018, we announced our inclusion at number 28 on Crain's List of the 100 Best
Places to Work in New York City. The annual list recognizes companies with the highest levels
of employee satisfaction and engagement based on an employee survey and feedback on the company's culture, benefits, philosophy
and workplace environment.
- Effective in October 2018, we executed a sublease for approximately 33 thousand square feet
of prime office space at 300 Vesey Street, part of the premier Brookfield Place complex in downtown New York City. This
space will serve as our new corporate headquarters and we expect to occupy the space during the first quarter of 2019.
- As of March 1, 2019, our OTCQX market is exempt from state Blue Sky laws regarding secondary
trading in thirty-four states and our OTCQB market is exempt in thirty-one states.
- As of March 1, 2019, there are thirty-eight transfer agents participating in our Transfer
Agent Verified Shares Program, making current share information publicly available for approximately 99% of the U.S. companies
on the OTCQX and OTCQB markets. The continued expansion of the program further enhances the availability and reliability
of company share information in the OTC space.
- Since its launch in December 2017, our OTC Link ECN has added eleven new broker-dealer
subscribers and enabled thirty existing OTC Link ATS subscribers for access to the OTC Link ECN. Over the course of 2018,
we have seen consistent quarter over quarter increases in the average daily volume traded on the platform and in corresponding
transaction-based revenues.
Dividend Declaration – Quarterly Cash Dividend
OTC Markets Group announced today that its Board of Directors authorized a quarterly cash dividend of $0.15 on its Class A Common Stock. The quarterly cash dividend is payable on March
28, 2019 to stockholders of record on March 18, 2019. The ex-dividend date is
March 15, 2019.
Stock Buyback Program
On March 5, 2019, the Board of Directors refreshed the Company's stock repurchase program,
giving the Company authorization to repurchase up to 300,000 shares of the Company's Class A Common Stock. The Company is
authorized to purchase shares from time to time on the open market and through block trades, in compliance with applicable
law.
Non-GAAP Financial Measures
In addition to disclosing results prepared in accordance with GAAP, the Company also discloses certain non-GAAP results of
operations, including adjusted EBITDA and adjusted diluted earnings per share that either exclude or include amounts that are
described in the reconciliation table of GAAP to non-GAAP information provided at the end of this release. Non-GAAP
financial measures do not replace and are not superior to the presentation of GAAP financial results but are provided to improve
overall understanding of the Company's current financial performance. Management believes that this non-GAAP information is
useful to both management and investors regarding certain additional financial and business trends related to the operating
results. Management uses this non-GAAP information, along with GAAP information, in evaluating its historical operating
performance.
Fourth Quarter and Full Year 2018 Conference Call
The Company will host a conference call on Thursday, March 7, 2019, at 8:30 a.m. Eastern Time, during which management will discuss the financial results in further detail. The
conference call and replay of the conference call may be accessed as follows:
Dial-in Numbers: 1-877-407-9124 (Domestic); 1-201-689-8584 (International)
Replay Dial-in Numbers (Available until April 7, 2019): 1-877-481-4010 (Domestic);
1-919-882-2331 (International); Replay PIN Number: 44768
Participants can access the conference via Internet webcast at the following link: https://www.investornetwork.com/event/presentation/44768
OTC Markets Group's 2018 Annual Report, the earnings release, transcript to the earnings call and presentation will also be
available in the Investor Relations section of the corporate website at www.otcmarkets.com/investor-relations/overview.
About OTC Markets Group Inc.
OTC Markets Group Inc. (OTCQX: OTCM) operates the OTCQX® Best Market, the OTCQB® Venture Market and the Pink®
Open Market for 10,000 U.S. and global securities. Through OTC Link® ATS and OTC Link ECN, we connect a diverse network of
broker-dealers that provide liquidity and execution services. We enable investors to easily trade through the broker of
their choice and empower companies to improve the quality of information available for investors.
To learn more about how we create better informed and more efficient markets, visit www.otcmarkets.com.
OTC Link ATS and OTC Link ECN are operated by OTC Link LLC, member FINRA/SIPC and SEC regulated ATS.
Subscribe to the OTC Markets RSS Feed
Investor Contact:
Bea Ordonez
Chief Financial Officer
Phone: 212-220-2215
Email: ir@otcmarkets.com
OTC MARKETS GROUP INC.
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
(in thousands, except share and per share information)
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
OTC Link
|
$ 2,918
|
|
$ 2,546
|
|
$ 11,175
|
|
$ 10,075
|
Market data licensing
|
5,949
|
|
5,445
|
|
23,383
|
|
21,922
|
Corporate services
|
6,538
|
|
5,898
|
|
24,720
|
|
22,659
|
Gross revenues
|
15,405
|
|
13,889
|
|
59,278
|
|
54,656
|
Redistribution fees and rebates
|
(608)
|
|
(646)
|
|
(2,448)
|
|
(2,480)
|
Net revenues
|
14,797
|
|
13,243
|
|
56,830
|
|
52,176
|
Transaction-based expenses
|
(147)
|
|
-
|
|
(375)
|
|
-
|
Revenues less transaction-based expenses
|
14,650
|
|
13,243
|
|
56,455
|
|
52,176
|
Operating expenses
|
|
|
|
|
|
|
|
Compensation and benefits
|
6,075
|
|
5,421
|
|
23,820
|
|
21,481
|
IT Infrastructure and information services
|
1,478
|
|
1,565
|
|
5,554
|
|
5,895
|
Professional and consulting fees
|
530
|
|
424
|
|
2,110
|
|
1,732
|
Marketing and advertising
|
402
|
|
244
|
|
1,148
|
|
902
|
Occupancy costs
|
750
|
|
462
|
|
2,107
|
|
1,776
|
Depreciation and amortization
|
260
|
|
267
|
|
1,042
|
|
1,361
|
General, administrative and other
|
347
|
|
209
|
|
1,029
|
|
725
|
Total operating expenses
|
9,842
|
|
8,592
|
|
36,810
|
|
33,872
|
Income from operations
|
4,808
|
|
4,651
|
|
19,645
|
|
18,304
|
Other income
|
|
|
|
|
|
|
|
Other income
|
37
|
|
6
|
|
116
|
|
47
|
Income before provision for income taxes
|
4,845
|
|
4,657
|
|
19,761
|
|
18,351
|
Provision for income taxes
|
727
|
|
1,742
|
|
3,524
|
|
5,792
|
Net Income
|
$ 4,118
|
|
$ 2,915
|
|
$ 16,237
|
|
$ 12,559
|
|
|
|
|
|
|
|
|
Net income per share
|
|
|
|
|
|
|
|
Basic
|
$
0.36
|
|
$
0.25
|
|
$
1.41
|
|
$
1.10
|
Diluted
|
$
0.34
|
|
$
0.24
|
|
$
1.36
|
|
$
1.06
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
11,268,305
|
|
11,151,240
|
|
11,250,984
|
|
11,141,161
|
Diluted weighted average shares outstanding
|
11,660,075
|
|
11,614,683
|
|
11,622,770
|
|
11,566,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Reconciliation
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Net Income
|
$ 4,118
|
|
$ 2,915
|
|
$ 16,237
|
|
$ 12,559
|
Excluding:
|
|
|
|
|
|
|
|
Interest Income
|
(37)
|
|
(9)
|
|
(76)
|
|
(21)
|
Provision for income taxes
|
727
|
|
1,742
|
|
3,524
|
|
5,792
|
Depreciation and amortization
|
260
|
|
267
|
|
1,042
|
|
1,361
|
Stock-based compensation expense
|
533
|
|
454
|
|
2,263
|
|
1,913
|
Adjusted EBITDA
|
$ 5,601
|
|
$ 5,369
|
|
$ 22,990
|
|
$ 21,604
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings per share
|
$
0.47
|
|
$
0.45
|
|
$
1.93
|
|
$
1.82
|
|
|
|
|
|
|
|
|
Note: We use non-GAAP financial measures of operating performance. Non-GAAP
measures do not replace and are not superior to the
presentation of our GAAP financial results, but are provided to improve overall understanding of the Company's current
financial performance.
|
OTC MARKETS GROUP INC.
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
(in thousands, except share information)
|
|
|
|
|
|
December 31,
|
|
2018
|
|
2017
|
Assets
|
|
|
|
Current assets
|
|
|
|
Cash
|
$ 28,813
|
|
$ 23,683
|
Short-term restricted cash
|
160
|
|
-
|
Accounts receivable, net of allowance for doubtful accounts of $169 and
$146
|
4,942
|
|
6,450
|
Prepaid income taxes
|
478
|
|
1,013
|
Prepaid expenses and other current assets
|
2,360
|
|
1,303
|
Total current assets
|
36,753
|
|
32,449
|
Property and equipment, net
|
1,980
|
|
2,018
|
Deferred tax assets, net
|
1,043
|
|
796
|
Goodwill
|
251
|
|
251
|
Intangible assets, net
|
61
|
|
111
|
Long-term restricted cash
|
1,561
|
|
692
|
Total Assets
|
$ 41,649
|
|
$ 36,317
|
|
|
|
|
Liabilities and stockholders' equity
|
|
|
|
Current liabilities
|
|
|
|
Accounts payable
|
$
693
|
|
$
786
|
Accrued expenses and other current liabilities
|
6,018
|
|
4,858
|
Deferred revenue
|
16,070
|
|
15,531
|
Total current liabilities
|
22,781
|
|
21,175
|
Deferred rent
|
1,001
|
|
246
|
Income tax reserve
|
1,458
|
|
1,105
|
Total Liabilities
|
25,240
|
|
22,526
|
Commitments and contingencies
|
|
|
|
Stockholders' equity
|
|
|
|
Common stock - par value $0.01 per share
|
|
|
|
Class A - 14,000,000 authorized, 12,035,941 issued, 11,548,956 outstanding
at
|
|
|
|
December 31, 2018; 11,891,366 issued, 11,444,706 outstanding at December
31, 2017
|
120
|
|
119
|
Additional paid-in capital
|
15,772
|
|
14,150
|
Retained earnings
|
7,724
|
|
5,682
|
Treasury stock - 486,985 shares at December 31, 2018 and 446,660 shares at
December 31, 2017
|
(7,207)
|
|
(6,160)
|
Total Stockholders' Equity
|
16,409
|
|
13,791
|
Total Liabilities and Stockholders' Equity
|
$ 41,649
|
|
$ 36,317
|
View original content to download multimedia:http://www.prnewswire.com/news-releases/otc-markets-group-reports-fourth-quarter-and-full-year-2018-results-delivers-strong-revenue-and-earnings-growth-300808019.html
SOURCE OTC Markets Group Inc.