OTC Markets Group Inc.

OTC Markets Group Inc.

OTCM
OTC Markets Group Inc.US flagOther OTC
51.25
USD
-0.15
- -
617.21MMarket Cap

Q4 FY2016 · Earnings Call TranscriptMarch 2, 2017

APIChatGPT

Executives

Dan Zinn - General Counsel and Corporate Secretary Cromwell Coulson - President, Chief Executive Officer, Director Bea Ordonez - Chief Financial Officer

Analysts

Andrew Mitchell - Edison Lawrence Goldstein - Santa Monica Partners

Operator

Good day everyone and welcome to the OTC Markets Group's fourth quarter and year-end 2016 conference call. Today's conference is being recorded.

At this time, I would like to turn the conference over to Dan Zinn, General Counsel. Please go ahead, sir.

Dan Zinn

Thank you, operator. Good morning and welcome to the OTC Markets Group fourth quarter and year-end 2016 conference call.

With me today are Cromwell Coulson, our President and Chief Executive Officer and Bea Ordonez, our Chief Financial Officer. Before we begin today's call, I would like to review the Safe Harbor statement.

This conference call may contain forward-looking statements about the company's future plans, expectations and objectives concerning, but not limited to, the company's expected financial results for 2016. Words such as may, will, expect, intend, anticipate, plan, believe, could and estimate and variations of these words and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those predicted in these forward-looking statements. These risks and uncertainties could include, but are not limited to, the risk factors described in the Risk Factors section of the company's Annual Report for the year ended December 31, 2016.

The company does not intend and undertakes no obligation to update its forward-looking statements to reflect future events or circumstances. 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 the company's earnings press 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. With that, I would like to turn the call over to Cromwell Coulson.

Cromwell Coulson

Thank you Dan. Good morning and thank you everyone for joining the call.

As I have on previous calls, I want to begin by addressing our mission and our strategy. Our mission is to create better informed and more efficient financial markets.

We fulfill that mission by executing our strategy, which is operating world leading securities markets. We share information widely through open networks that foster greater transparency.

We connect broker-dealers, organize markets and inform investors. We deliver elegant, reliable and cost-effective subscription-based solutions for a future that is online, data-driven and social.

Our mission and our strategy along with our company values provide us with a roadmap as we focus on initiatives that will improve our technology platform and data-driven products, provide value to our subscribers, create growth opportunities for our people and continue to deliver long-term returns to our shareholders. During 2016, we achieved record-breaking revenues with slower growth.

Our trading services business line continued to face strong headwinds with 2016's low volatility environment contributing to sluggish trading volumes across the industry and continued contraction in the broker-dealer space. Our market data business delivered modest growth, while our corporate services business continued to deliver double-digit year-over-year growth as our OTCQX Best Market and OTCQB Venture Market are recognized as efficient and establish public markets.

This is really important because OTCQX and OTCQB are being recognized as offering the core functionality and services for a company to be public. Against this backdrop, our diverse business mix and strong operating leverage continued to deliver profits and cash flows.

That baseline allows us to invest our core technology and our people in preparation for 2017 and beyond. Bea will discuss the specifics of our financial results in a few minutes, but there are a number of broader points I would like to address.

The recent historical trend towards contraction in our trading services business environment continued in 2016. Despite that low-volume and volatility environment for almost all of 2016, we achieved operational successes that deserve recognition.

The reliability of OTC Link ATS remains a top priority and we continued our record of 100% uptime of our core OTC Link ATS systems during trading hours in 2016. That makes two consecutive years of 100% uptime.

As an ATS covered by the SEC's Regulation SCI, overall system security resilience and compliance goes hand in hand in our reliability initiative. Our technology teams responsible for this achievement, including infrastructure core and web development and QA worked to keep our reliability record intact while we developed new features and functionality designed to deliver a better informational and trading experience for our subscribers.

Another key initiative during 2016 was working towards greater external recognition of our OTCQX and OTCQB markets as efficient and established public markets. Since our last earnings call, regulators from eight additional states have recognized our premium markets as electronic securities manuals for purposes of their respective blue sky regulations, including Arkansas, Idaho, New Jersey, Ohio, Oregon, South Dakota, Texas and Wisconsin.

This brings the total number of states that recognize OTCQX to 20. These recognitions establish our data-driven OTCQX and OTCQB market standards as a strong baseline of transparency for investors.

We expect to continue making strides with this initiative during 2017. OTCQX is our highest-quality market with data-driven financial standards and common sense corporate governance that makes being public lower cost and less painful.

OTCQB is a venture market designed to give innovative and entrepreneurial companies the public markets they need today so that they can grow for tomorrow. Recognition from regulators further enables OTCQX and OTCQB to provide companies with robust public markets.

During the year, nearly several enhancements to our OTCQX rules. We increased certain financial qualifications, introduced the continuing penny stock standard and raised the required bid price.

Partially, we were able to do this because OTCQB now exists. And for companies on the lower end of OTCQX's financial standards, the lighter touch information first and disclosure driven OTCQB market is a more cost-effective fit.

More importantly, these improvements in financial standards and governance allowed us to implement additional changes to reduce unnecessary red tape, complexity and cost. We limited the ongoing obligations and extra burden of an OTCQX sponsor and eliminated the requirement that companies have information published in a recognized securities manual.

We also streamline the process for companies switching to OTCQX from a national securities exchange. These changes allow OTCQX to offer public companies most of the key benefits of an exchange listing at less than half the cost.

And that's both from our fees, but also all the other expensive advisors and red tape and internal obligations that are built around S&P 500 companies, not small companies where their investors are individuals and stock pickers. We also launched several other important initiatives to strengthen our OTCQX and OTCQB markets during 2016.

We collaborated with Morningstar to incorporate quantitative equity research ratings for each OTCQX and electing OTCQB companies. The Morningstar quantitative research provides investors an independent view of company performance and valuation.

It is also important to make OTCQX and OTCQB company's financial data easily machine-readable as more investment strategies automate in the future. We introduced the research marketplace, a platform for OTCQX and OTCQB companies to find regulated equity research firms operating in the small and microcap space.

We have three research providers on the platform and will continue to work with those firms and others to provide additional opportunities for companies to access best-in-class research providers and for best-in-class research providers to create a sustainable subscription-based model of providing analysts covered coverage for small companies. During the fourth quarter, we launched the Transfer Agent Verified Shares Program.

We are working with registered transfer agents to provide publicly available current share information verified by each company's transfer agent on a more timely and trusted basis. We have seven transfer agents on board and continue to work with several others.

This is innovative, because with small companies, dilution of shares outstanding is a really important piece of information. And whether a company is SEC filing or alternative reporting, but having a feed where each month investors are getting a trusted source of the cap structure better than the delays of pulling it off SEC filings that range from 45 to 90 days.

And it is not as perfect a source as the transfer agent, who is SEC regulated. We continue to be the leader in exchange graduates globally, with a total of 44 companies graduating from our markets to a national securities exchange listing in 2016.

In market data licensing, we continued modest but consistent growth. We did not deliver on our goals in relation to growing our professional user base.

In fact, we saw contraction in this area. We did see a pickup in sales related to our data license products as well as continued interest in our compliance data and analytics products.

We create greater value for subscribers the deeper our data is embedded into their systems so that they can easily distinguish the top end securities where they can remove restrictions and the lower end securities where they can automate restrictions so only the most sophisticated and risk tolerant investors have access to them. Data driven processes allow subscribers to intelligently analyze and efficiently deal with the securities in the middle as well.

We have consistently said that being public shouldn't be painful and that message remains vital. Over the coming years, we believe the capital raising will be technology driven and that this should expand access to capital and lower the cost for small companies.

We have positioned our markets to be the natural destination for the next generation of securities created via online capital raising and crowdfunding. Through all the positive movement in our space, our reality also include shrinking numbers of broker-dealers, community banks and public companies more generally.

We are engaging on multiple fronts to help the health of our industry, including working towards removing some of the regulatory administrative burdens on broker-dealers looking to quote and transact in more foreign listed ADRs and ordinary shares. We continue to work with the SEC and with lawmakers on our petition for rulemaking to expand Reg A Plus to SEC reporting companies.

Experts from across the industry are on record in support of this proposal and we are excited about the prospects for this and other practical solutions for smaller companies to come to fruition this year. Our philosophy is pretty straightforward.

We want to empower companies to provide the current public information online that investors need to analyze, value and trade securities. Our platform allows investors to trade nearly 10,000 securities through the regulated broker of their choice, facilitating an online informational and transactional experience that is similar to trading a listed security.

By staying true to our market philosophy, it is information driven. We allow market participants to decide the merits of an investment and use the power of technology to lower the cost of information distribution.

As we experience success and positive financial results, we expect to see increased competition in our space. We have been talking about the possibility for a while now and have faced competition for various parts of our business over the past several years.

We welcome competition. It will force us to raise our game and continue innovating to the benefit of our subscribers.

Competition is one of the best ways to get rid of complacency and high costs. We are at service to our subscriber community and we can address their problems and help their businesses to flourish we will be successful.

Finally, I am pleased to announce that on February 28, our Board of Directors declared a quarterly dividend of $0.14 per share, payable in March. The dividend reflects our consistent commitment to providing superior shareholder returns.

This marks our 33rd consecutive quarterly dividend and our seventh consecutive $0.14 quarterly dividend. With that, I will turn the call over to Bea.

Bea Ordonez

Thank you Cromwell. As we close our 2016, I would like to extend my thanks to everyone on the finance team for all their hard work over the last several weeks, I will now spend a few minutes reviewing the results of operations for the fourth quarter of 2016 as well as for the year ended December 31, 2016.

Any reference made to prior period comparatives refers to the fourth quarter of 2016 or to the full year results of 2015, as appropriate. For the fourth quarter, OTC Markets Group generated $12.9 million in gross revenue, a 1% decline over the prior period.

Corporate services revenues were flat versus the prior year quarter. This was a result of the impact of price increases introduced in February 2016 in respect of our disclosure and news service offset by quarter-over-quarter decreases in the average number of companies on our OTCQX and OTCQB market.

Trading services recorded revenues of $2.6 million for the quarter, a decline of 9% versus the prior year. This decline was a result of decreases in quote and message volumes as well as a decline in the number of active market participants, including the loss of one significant subscriber during the third quarter of 2016.

Market data licensing revenues were $5.3 million for the quarter, up 2%. This was a result of the introduction in January 2016 of an indirect access fee and sales of data license products, with these gains being partially offset by a decline in the number of professional user license.

For the full year, we generated gross revenues of $50.9 million, an increase of $1 million, or 2% over the prior year. Corporate services revenue for the fiscal year were $19.3 million and 38% of our total revenues.

This represented an increase of $1.8 million or 10% over the prior year. This increase is mostly related to the full year revenue impact of companies joining the OTCQB market over the course of 2015, as well as the price increases applicable to companies joining the OTCQX market during 2016.

These increases were partially offset by year-over-year declines in the average number of companies on both the OTCQX and OTCQB markets. I wanted to take a moment now to discuss some of the trends and significant developments relevant to our OTCQX and OTCQB markets.

As of December 31, 2016, 398 companies were traded on the OTCQX market, down from the 424 companies as of the prior year-end. During 2016, nonrenewal rates and compliance related downgrades remained mostly flat versus the prior year.

The drop in the ending number of companies is reflective of the slowdown in new sales over the course of 2016. We added 60 companies to the OTCQX's market during 2016 compared to the 126 companies added during 2015.

New sales for both of our premium markets were impacted by market conditions that were unfavorable to the formation of new companies. However, during the fourth quarter, we saw signs of this trend reversing with 20 new companies joining the OTCQX market, one-third of the total sales achieved for the full year.

Further, we are off to a strong start to 2017 with six new companies added to the market in each of January and February and a strong pipeline. In respect of our OTCQB market, there were 872 companies on the market as at December 31, 2016, a year-over-year drop of 70.

Again, this reflected the impact of sluggish sales during 2016. However as with the OTCQX market, during the fourth quarter of 2016, we saw significant increase in the number of new companies added to the market with 72 new companies added compared to 64 for the prior year quarter.

Again, we are off to strong start to the new year with 26 new companies added in January and further 33 added in February. In late 2015, we announced changes to the OTCQX eligibility rules.

These changes were designed to elevate the quality of the OTCQX Best Market and to assist in driving increased regulatory recognition. In conjunction with these rule changes and hand-in-hand with some of the additional features that Cromwell discussed earlier, we raised the annual fee for OTCQX from $15,000 to $20,000.

The rule changes and price increases became effective for companies joining the market during 2016 and for all companies as of January 1, 2017. For the OTCQX market, renewals are handled annually on a calendar year basis.

In respect of the 2017 subscription period, 26 companies or 6.5% of the total did not meet the new eligibility criteria and were removed from the OTCQX market. 19 companies elected to have their securities designated as OTCQB securities.

In respect of that same 20 17 annual subscription period, another 26 companies voluntarily elected not to renew their OTCQX services. This resulted in a retention rate for the 2017 calendar year of 93% versus the 89% retention rate achieved for 2016.

Our impressive retention rate coupled with improving sales and the impact of the price increases already discussed positions our corporate services business line to continue to deliver on its impressive track record of growth. Revenues of $10.6 million from our OTC Link ATS represented 21% of our total revenues and saw a 10% decrease versus the prior year.

This was primarily a result of declining quote and message volumes in our markets, as well as a decline in the number of active market participants during the course of 2016, which included the loss during 2016 of Citigroup's Automated Trading Desk, a significant subscriber who exited the market. As already discussed, our trading services business line continues to face challenging conditions and strong headwinds, including a low volatility, low-volume trading environment for much of 2016, continued contraction in the broker-dealer industry and competition in the trading platform in exchange space.

OTC Link ATS had 108 broker-dealer subscribers as of December 31, 2016, a significant decline from the 119 subscribers as of the prior year-end. This decline reflects the continuing trend towards both consolidation and contraction in the broker-dealer industry and is caused by among other factors declining volumes in the equities markets generally, a trend towards margin compression caused by automation and other factors and the increasing regulatory and compliance burden faced by brokers in recent years.

We expect that this trend will continue. Market data licensing revenues of $21.1 million or 41% of total revenues were up 2% versus the prior year.

This was largely in relation to the introduction in January 2016 of an indirect access fee for subscribers consuming our data through a third-party portal. During 2016, we also saw reasonably strong sales of data license products, including sales of our compliance data products.

The impact of this new fee and new data license sales was partially offset by modest declines in the number of professional uses. On a year-to-year basis, we saw a 1.6% decline in the number of professional users with some 20,600 professional users containing on market data as at December 31, 2016.

In contrast, we saw a 37% year-over-year increase in the ending number of nonprofessional users with some 12,800 professional uses as at December 31, 2016. This is in line with the continued increase in retail investor participation in the U.S.

equities markets and also reflects progress made during 2016 to expand our distributor network. During the fourth quarter, operating expenses increased 3% to $7.7 million, a result of increases in compensation costs and IT and infrastructure costs, partially offset by decreases in marketing spend.

Year-over-year, operating expenses of $31.6 million were up $1 million or 3%. The main drivers of these increases was a 5% increase in compensation costs, primarily a result of annual salary increases and the full-year impact of new employees added in late 2015.

Our information technology and infrastructure costs increased by 13% to $5.5 million on a year-over-year basis. This increase is primarily due to the full-year impact of investments made in 2016 that served to improve the security and resilience of our system.

For the fourth quarter, income from operations declined $400,000 or 8% to $4.6 million, in line with the decreases in topline revenues and the increase in operating expenses. On a full year basis, our income from operations was flat versus the prior year at $16.9 million.

Our full year operating margin was 35%, again flat versus the prior year. Net income for the quarter decreased 8% to $2.7 million, in line with the decline in operating income, while on a full year basis, net income increased 3% to $10.5 million, a result of the decrease in the company's effective tax rate.

In addition, to certain GAAP and other measures, management utilizes a non-GAAP measure, adjusted EBITDA, which excludes non-cash stock-based compensation expenses. Adjusted EBITDA decreased during the fourth to $5.4 million, or $0.46 per adjusted diluted share, down from $5.8 million and $0.50 for the prior period.

For the full year, our adjusted EBITDA was $20.1 million, or $1.73 per adjusted diluted share, flat versus the prior year. You can find a reconciliation of GAAP to non-GAAP results in a press release, which is available on our website.

We continued to produce solid operating cash flows. Cash flow from operating activities for the full year amounted to $15.7 million, down $1.4 million versus the prior period.

This was primarily a result of the impact in 2015 of the on boarding of more than 750 OTCQB companies over the course of that year. We ended the year with $25 million of cash on hand, up $1.1 million from the prior year balance.

We have a strong balance sheet with no debt and benefit from a subscription-based recurring revenue model, which produces consistent and predictable cash flow. We continue to operate an investor focused capital allocation policy, which returns cash to our investors in the form of both dividends and through our stock buyback program.

During 2016, we paid four quarterly dividends of $0.14 per share and one special dividend of $0.60 per share, for a total of $1.16 per share of our Class A Common Stock. In addition, we purchased over $1.7 million worth of our stock via our stock buyback program, a significant increase over the $817,000 invested in our own stock repurchases during 2015.

Fur the full year, we returned a total of $14.8 million to our shareholders, up from the $12.9 million returned for 2015. As Cromwell already noted, we were pleased to announce yesterday a Q1 2017 dividend of $0.14 per share.

This will mark our 33rd consecutive quarterly dividend and is payable on March 30 to holders of record on March 16. In closing, our results for 2016 demonstrate the resilience of our business model and our ability to generate consistent earnings despite market uncertainty and unfavorable macroeconomic conditions.

We will continue to strategically and prudently utilize our operating cash flow to invest in the people and technology that will allow us to enhance our product suite, grow our subscriber base and better serve our clients. It is through this continued investment that we will position ourselves to deliver consistent revenue growth and strong returns for our investors.

With that, I would like to thank everyone for their time and pass it back to the operator to open up the lines for questions.

Operator

[Operator Instructions]. We will hear first from Andrew Mitchell of Edison.

Andrew Mitchell

Yes. Thank you.

Hi. Good morning.

I was just wondering, you seem to be getting good momentum in blue sky program getting states to recognize the market. So I was wondering if you feel there is increased demand from there?

And if you included that program now as part of your five objectives for the company, so perhaps you could comment on that? I didn't know if you want to indicate what the size of the significant subscriber in the first quarter for OTC Link?

And then finally, on ODF Proposal, again I don't know if you feel there is any more you add in terms of color beyond what is in the statement?

Cromwell Coulson

Sure. So I will kick off about the regulatory recognition.

This is Cromwell. Thank you for the questions, Andrew.

The regulatory recognition is hugely important because historically and we have kind of forgotten this, the way that regulations and securities markets used to go was state and federal recognitions would take the best practices from the private market and enshrine them in rules and regulations. We have had a little bit different experience for the past few years where regulators have been much more changing how the industry works across the best practice firms and others.

But we see, NASDAQ I think had 27 states recognizing their market when Apple IPO'd. So we look at that as a target to get to and get past is, but we are looking for much more over time.

And it fits in to the states because unless they are recognizing wherein that you provide information, they are going to be left out and you are irrelevant in the process. And you know for a long time, there wasn't that much of a focus on it but events have moved and what we built has moved forward.

And if you look at the academic research, OTCQX has created a high quality differentiator and OTCQB as well has a baseline of information that investors regulators expect investors to have and academic research shows in our market tiering. The higher up a company is, the more liquidity they have and the less volatility.

So our expectation is, we will be able to work with regulators to get more recognitions and State Regulators Association in the United States, NASAA, has really been fantastic of having candid discussions about where the concerns are, where the parts are and state regulators are not going to recognize our Pink market and they shouldn't. That market really exists for brokers to deliver best execution in any security.

It's not a capital formation market. But with QX and QB having regulatory recognitions, they really start to stand on their own as efficient and establish public markets.

So what I would say is, we are in the process where a premium market for works in progress. They really gained a fully big stage and now it's as regulators, investors and companies recognize the state that they come to.

And that's really exciting because we do offer a great alternative and if you talk to the community bank CEOs, a much more and I would say, the three things that companies look at, market is one management time and two, kind the risk pain and then three, the cost is probably the third, but we have made it a much less, definitely a public market for them that enables them to give their investors the informational trading experience they need, but also isn't time-consuming, painful and costly for the management team so they can focus on running their businesses. So I am going to answer that question.

I am going to hand it to Bea and then Dan is going to answer the ODF one.

Bea Ordonez

In terms of the significant subscriber, Citigroup's Automated Trading Desk, in 2015 they contributed revenue of $736,000, in 2016 they contributed revenue of $240,000. And as I said during the call, they exited in Q3 2016.

So you are seeing the impact there. And that's disclosed in our annual report as well.

Dan Zinn

And Andrew, on the ODF, you are right. Most of what we can say about it is in the annual report.

It's important to note that it initially came out as a request for comment. So it's not yet a fully baked rule proposal.

It's probably something we are going to look at as FINRA has not done much to show the OTCBB that they are interested in running a market like this and that request for comment itself sort of indicated that the SEC was asking FINRA to take this action. So we are going to look at it.

Before it goes anywhere, it would have to come out of as a formal proposal. We are happy to see that the QCF Proposal was withdrawn.

That was one of that's been hanging over us for a long time with the opportunity of it being enacted at any point. We have walked it back a couple of steps.

And I think as the market develops and we see what entrants are in our space, we will see whether FINRA feels they need to move forward with ODF.

Andrew Mitchell

Thank you.

Cromwell Coulson

But at the end of the day, the core of trading in our space is market makers serving the electronic online brokers and then the Tier 2 institutional brokers. And we really need to be whether there is other choices or not, we need to be making the best choice to support these firms' business models.

And I think that's a really important part is if the online investor has a great experience getting liquidity from the market makers, that's fantastic. If the institutional investor is able to be well served by the brokers they go through that's fantastic.

And we want to be part of that experience to make them successful and we are going to be quite driven towards solving those issues for them.

Andrew Mitchell

Thank you very much.

Cromwell Coulson

Thank you Andrew.

Operator

Then we will hear next from Lawrence Goldstein of Santa Monica Partners.

Lawrence Goldstein

Hi. I have a bunch of questions I would like to ask.

Perhaps, if it's alright with you I could call you another time. Would that be alright?

Cromwell Coulson

Yes. That would be fantastic, Larry.

Lawrence Goldstein

Okay. But let me just ask you a few right here and now.

Is there anything that you could do, professionally we manage money and we can go through interactive brokers, interactive brokers' firm, but from a retail point where we manage money, we can't go through the likes of Fidelity or TD Ameritrade to transact in nonreporting companies. And those firms have given up accepting such orders.

Also mainstream brokers like Morgan Stanley. And as part of that, I no longer understand what the dark or black market is where you see a bid and ask and nothing more.

You never see a transaction. So can you tell me what you might be doing about the former or could do or what you know about it?

And about the latter, what the hell is that?

Cromwell Coulson

Yes. So one part, Larry, is brokers have been putting more risk controls on the companies that don't make disclosure available.

And some of them --

Lawrence Goldstein

Excuse me. Many of those companies do make disclosure available and same disclosure that companies on your platform and they are on your platform and they make disclosure, but they won't trade them.

Cromwell Coulson

They are not making disclosure through our system. It's hard for brokers.

No, Fidelity is not going to go through every security.

Lawrence Goldstein

Excuse me. There are firms that make disclosure through your platform.

Cromwell Coulson

And there is some that are, but where the Fidelity has shutdown is the ones that are the Pink No Info. And other firms have done more --

Lawrence Goldstein

I am sorry to interrupt you. These are firms that make full disclosure through your platform.

But they have down just because the price of the shares.

Cromwell Coulson

Because of the low price ones?

Lawrence Goldstein

Yes. Some of these are above $5.

I will give you an example. FRMO Corp.

They want to [indiscernible].

Cromwell Coulson

Well, Larry, I think that's, we will take a look at FRMO because, one part is we see that firms, they take at them and if they some red flags, they have processes where they then review to remove them. Because here is the reason, Larry.

FINRA and the SEC have had an attack on illegal distributions by affiliates and insiders and they knew the AML rules. And what AML rules are really tough for the industry because AML rules they don't find the bad guy, they find the good guy whose system was abused by the bad guy.

And so it makes it very risky for firms to transact in certain types of securities. So what we have been working with is how do we make it easier for firms to automate the process of the companies like OTC market shares, people don't seem to have any trouble trading and we didn't seem to have any trouble depositing certificates, but there's other ones and there's some companies or security that has no information available and is being promoted and trades at the $0.001, firms in huge share volume.

Firms should lock those down. It's the stuff in the middle that's tough and firms are very nervous because we have had this really aggressive regulatory environment of fining firms under AML.

So that's why they are doing it. Now I think what you need to do is talk to the regulators, both FINRA and the SEC to see how this is affecting you because I come from the same background as you.

20 years ago, I was buying these no info companies and digging around doing the research. But this is the part of the red tape and super expensive fines that makes it really hard and for firms they are stuck in the middle.

Hopefully this business environment, we have one, we have business optimism coming along, which is good, but we also have a regime where in my last round in Washington regulators are really looking to cut red tape. So that's the part, but this is a bigger subject that we should talk about offline.

And because it's a bigger side and firms don't want to trade some company that doesn't make high quality disclosure available if they have got a lot of risk under AML.

Lawrence Goldstein

Okay. And what about this dark market where you see a quote but you never see a transaction.

[indiscernible].

Cromwell Coulson

I think you have got it reverse. You see trades in the gray market, but you don't see quotes.

Lawrence Goldstein

You see bid and ask that I can tell you about some.

Cromwell Coulson

Okay.

Lawrence Goldstein

And you are seeing trades but you never see a transaction, is really what I am saying. You can never see the transaction of the day, but after the day, you will see volume.

Cromwell Coulson

Larry, they changed that rule that used to be for foreign ordinary shares and ADRs. But that has changed.

So but I would love to have you in another call. We will go through and we will see where you are getting that.

Lawrence Goldstein

Okay. All right.

Thank you.

Operator

And with no other questions in the queue at this time, I would like to turn the conference back over to Cromwell Coulson for any additional or closing remarks.

Cromwell Coulson

Great. Thank you everyone for the call.

As I think, one of the most important things is, we have had many years of the financial industry becoming more automated, more transparent, more efficient, more low-cost, but we have also had a lot more regulation and red tape. And that part is very important to have our industry operate as certain standard, but we have seen business confidence is coming back and there has been a public commitment to red tape reduction.

And that is something that is going to need the community to talk about with regulators, so they can have both effective and efficient regulations. But that's also an opportunity because where the JOBS Act, I would say it was two thirds baked, I expect in the next two to three years, the JOBS Act is going to become fully baked.

And there is going to be a lot of places where regulators are going to be looking to lower cost and complexity. And that's going to be good for capital markets.

There will be more risk in capital markets, but there will also be more opportunities. So thank you everyone for calling in and please call or email Bea with any further questions or follow-up.

Operator

And again, that does conclude the call. We would like to thank everyone for their participation.

You may now disconnect.