AtlasClear Holdings (ATCH) Q4 2026 earnings call

Thank you, Operator, and good morning, everyone. Before we begin, I would like to remind everyone that today's discussion may include forward-looking statements within the meeting of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. For more information, please refer to AtlasClear's annual report on Form 10-K for the fiscal year ended June 30, 2026, and the company's other filings with the SEC.

Except as required by law, AtlasClear undertakes no obligation to update any forward-looking statements based on new information or future events. Management may also refer to certain non-GAAP or supplemental measures during today's call, including total revenues plus interest income. Now, reconciliations to the most directly comparable gap measures are included in the company's earnings press release and the Form 10-K.

With that, I'll turn the call over to John Shively, Executive Chairman.

Thank you, Jeff, and good morning, everyone. Fiscal 2026 was a breakout year for AtlasClear. Revenues increased 85% to $20.1 million, and together with interest income, the business generated $21.9 million. Thank you. These results show the platform we have been building is beginning to deliver meaningful scale. We also reported positive GAAP net income for the second consecutive year, with approximately $2 million in fiscal 2026. As Sandip will explain, the GAAP result included a substantial non-cash fair value gain related to warrant earn-out and other derivative liabilities, most notably an $11.1 million gain associated with the earn-out liability. At the operating level, we reported a loss of $9.8 million compared with $4.9 million last year. As sharply higher activity drove increased variable compensation, data processing, clearing and stock locate costs we were investing to grow.

The year also included $3.6 million of non-cash stock-based compensation. We believe it's important to give investors a clear view of both the reported results and the operating investments supporting the company's growth. We also signed six new correspondent broker-dealers whose contributions are not yet reflected in our results, and Cred will walk through their progress in more detail. In addition, we are evaluating further strategic opportunities, including ARC Financial, the holding company of Dawson James, and the previously announced institutional digital asset transaction. Both remain subject to non-binding letters of intent, due diligence, board approvals, definitive agreements, and other closing conditions.

With that, I will turn the call over to Craig Ridenour to discuss our operating highlights. Craig?

Thank you, John. Fiscal 2026 was a year of strong execution at Atlas Clearing, particularly in the expansion of our stock locate business and our correspondent clearing pipeline. Stock locate revenue grew to $6.8 million from approximately $300,000 a year earlier. It has also changed the composition of our business. Approximately 54% of total revenues now comes from sources other than commissions, up from 45% in fiscal 2025, which makes our results less dependent on trading volume at any single period. On the correspondent sign, we signed five new broker-dealers during fiscal 2026 and recently signed a six.

They are in various stages of onboarding and conversion. They contributed no meaningful revenue in fiscal 2026. Revenue from our existing correspondent grew approximately 67% to $1.4 million, which illustrates how our relationship can build once it's fully live. As the new firms come online, we expect the additional customer assets and trading activity to support growth across stock loan, securities lending, and interest income.

We built the team and infrastructure ahead of that growth, which is part of why expenses rose this year. We expect to support much of the next phase using the platform and team already in place with only incremental additional expense. That is where operating leverage comes from. Looking further ahead, settlement infrastructure is changing. Banks are now testing tokenized deposits and shared ledger settlement, mostly on the cash side of a transaction. The security side where clearing firms operate is the next step, and a focused clearing firm can adopt new workflows more quickly than large incumbents within the same regulatory standards. That is how we view the digital asset opportunity we are evaluating.

Regarding Commercial Bancorp Wyoming, as discussed in our Form 10-K, the parties withdrew the pending regulatory applications and expect to refile them at an appropriate time. We remain committed to the transaction and continue to view the combination of the bank and Atlas Clearing as an important part of our strategy to build an integrated trading, clearing, settlement, and banking platform. I will now turn the call over to Sanda Patel to review our financial results.

Thank you, Craig, and good morning, everyone. Total revenue for fiscal 2026 was $20.1 million, an increase of 85% from $10.9 million in fiscal 2025. Commission revenue increased 56% to $9.3 million from $5.9 million. Stock locate fees increased to $6.8 million from roughly $300,000. Clearing fees were $2.1 million compared to $3.2 million in fiscal 2025. This line includes both the fees we charge our clearing correspondent and customer account service fees, and the prior year benefited from two unusually large months of service fee revenue. Importantly, revenue from our existing correspondent increased approximately 67% to $1.4 million, and the six new correspondents we have signed did not contribute meaningfully to fiscal 2026 results. Vetting fees were 1 million broadly consistent with 1 million a year ago Net gains on firm trading accounts increased to over 500 from and other revenue was approximately Total expenses were million compared with million for fiscal 2025 Compensation, payroll taxes, and benefits increased 91% to $11.7 million from $6.2 million, primarily because of higher variable compensation associated with revenue growth.

Separately, we recorded $3.6 million in non-cash stock-based compensation related to executive employment agreements entered into in September 2025, with no comparable expense in fiscal 2025. Data processing and clearing costs increased 98% to $4.2 million from $2.1 million, generally in line with the higher level of activity. We also recorded $800,000 of stock locate expense and $700,000 of loan net expense, both new cost categories associated with the growth of the stock locate business.

Regulatory professional and related expenses increased 17% to $4.9 million from $4.1 million, primarily reflecting professional fees related to the commercial bank corp negotiations and additional consulting support. The resulting loss from operations was $9.8 million compared to $4.9 million in fiscal 2025. The increase primarily reflected the variable costs associated with higher business activity and the $3.6 million non-cash stock-based compensation charge.

These expenses supported a business that generated 85% revenue growth and rapidly expanded newer revenue lines during the year. Below the operating line, total other income was $11.5 million compared to $10.4 million a year ago. The principal items included non-cash gains of $11.1 million from the change in fair value of our earn-out liability, $1.8 million related to the Winston and Strawn agreement, $1.7 million from the change in fair value of warrant liabilities, and $400,000 from the change in fair value of our convertible note derivative. These gains were partially offset by $5.1 million in interest expense and a $570,000 loss on settlement of the Winston and Strachan agreement. Income before taxes was $1.7 million. After a tax benefit of $250,000, net income was $2 million, or $0.02 per basic and diluted share, based on weighted average shares outstanding of approximately $125 million.

This compares with net income of $5.8 million, or $0.96 per share, in fiscal 2025. The prior year result included a $12.4 million non-cash gain from changes in the fair value of the long-term and short-term note derivatives.

Turning to the balance sheet, we ended the year with cash and cash equivalents of $15.4 million, more than double the $7.5 million reported a year earlier. Total assets increased to $71.2 million from $60.9 million. Stockholders' equity improved to $21.1 million from stockholders' deficit of $6.8 million, while the total liabilities declined by approximately $17.6 million. Shares outstanding were approximately $150.3 million at fiscal year end and approximately $151.8 million as of the date specified in the Form 10-K.

Cash used in operating activities was $6.2 million compared with cash provided by operating activities of $800,000 in fiscal 2025. The change reflected growth in operating assets as the business expanded, as well as the non-cash nature of a substantial portion of fiscal 2026 net income. Cash used in investing activities was $65,000, representing a payment related to the extension of the Commercial Bancorp Acquisition Agreement. Cash provided by financing activities was $16.5 million compared to $1.6 million in fiscal 2025, driven primarily by the financing transactions completed during the year and partially offset by transaction costs, repayments, and the million-dollar cash payment related to the Winston & Strong settlement.

Finally, AtlasClear Holdings' $10 million revolving line of credit with BMO Harris Bank remained undrawn throughout the year, and the company was in compliance with all applicable financial covenants as of June 30, 2026. Based on the capital raised in management's operating cash flow forecasts, management concluded that substantial doubt about the company's ability to continue as a going concern had been alleviated. Management also concluded that disclosure controls and internal control over financial reporting were effective as of June 30, 2026, following the remediation of the previously reported material weakness.

I will now turn the call back to John for closing remarks before we open the line for questions. John?

Thank you, Sandit. Fiscal 2026 marked a significant step forward for AtlasClear. We increased revenue by 85%, built stock locate into a meaningful and rapidly growing business, strengthened both our balance sheet and AtlasClear Holdings net capital position, and accomplished this without using a dilutive at-the-market program or equity line during the year. We also strengthened liquidity, alleviated the prior-going concern uncertainty, and remediated the previously reported material weakness in internal control over financial reporting. Thank you. We enter fiscal 2027 with a larger platform, a more diversified revenue base, stronger capitalization, and multiple avenues for growth. We look forward to updating you as we execute on these opportunities.

Before we take questions, I want to share how we think about where AtlasClear stands today. Again, we ended the year with $15.4 million in cash, $21.1 million in stockholders' equity, and a broker-dealer with $14.4 million in net capital. Our year-end cash alone represents roughly half of our current market cap. We grew revenue by 85%, and more than half of that revenue now comes from sources other than commissions.

We've added six new correspondents, and those numbers are not yet reflected in our numbers, but they are working through onboarding. If we look at publicly available market data, a group of established publicly traded brokerages and clearing firms, including Interactive Brokers, Charles Schwab, Webull, and Virtu, currently trade at a medium of roughly six times trailing revenue and roughly four times book value.

We trade, Atlas Clear Trades, at under two times both. Granted, we're not at their scale, and we still have work to do to prove our growth and profit, but we also have faster growth and a more exciting story. We do not believe our current market value reflects the platform the capital position or the growth opportunities we have built and we intend to close that gap the only way we can and the way we have been which is executing quarter after quarter And with that, we'll open it up for questions.

Thank you. We'll now begin our question and answer session. You may submit your questions on the web platform. Jeff, I'll turn it over to you if you have any questions.

Thank you very much. Yeah, we've got a few questions coming in, and some submitted earlier. So, guys, the first question that we're getting relates to Dawson James and the timing. Can you add a little color to that?

I'll take that, Jeff. This is John. Thanks, everyone, for listening in. We are optimistic that Dawson James transaction will be closed very soon. I don't know if we could be in a position to say more than that, but we're right there.

Okay. Okay, thank you. The next question we have is related to Commercial Bancorp, and maybe some more clarity on when you expect to refile or any color around that.

Yeah, Jeff, this is Craig. I'll take that. Yeah, this is a great question. We've actually been having conversations recently about that very task. I can't give a definitive timeline, but I can tell you that one of the things that we had to do is we had to incorporate a more robust business plan in the sense of we've been very vocal, John and I have, and the company has, about where we're going long-term, and digital assets play a role in that. And so we had to answer the questions of what that looked like. And up until the time when we signed the LOI with the digital asset company, we couldn't talk to policies, procedures, technologies, people.

And so we thought it best to pull back for the moment, reformulate and expand the business plan, and then resubmit. And we're working towards that goal. We're in unison with Commercial Bancorp. They're on board. We're within our contract, so we're not in any violation there. So we're excited about the opportunity, and we also have some consultants we'll be working with that we think will help the process as well. So we're optimistic we'll be refiling, hopefully in the not-too-distant future, and we'll make sure that we keep people abreast of that. But we are excited about the opportunity, and we're looking forward to the future with Commercial Bancorp after a potential approval.

Okay, great, great. Okay. The next question is, I saw the 8K on the 6th Borough node extension. Can you explain the thinking there and how it fits with your overall capital plans?

Yeah, so that 6th Borough is related to Bob Kieser, who's the CEO of Dawson James, and that's one of the vehicles through which the Kieser family has invested into us, and Bob, of course, joined our board, and it's been just an absolute delight working with him And trying to get to the close on the Dawson James transaction, when that note approached maturity, he was kind enough to simply reset it for us. Rather than exercising and trying to take shares at a price point that he could, he's letting us work through that. And so he worked with us. And so we got that done in a way that's good for the shareholders.

Very good. Okay. Okay, so the next question we have here is, congrats on getting through the year without an ATM or equity line. As a shareholder, I'm curious how you plan to fund growth from here while keeping dilution in check. And we see that question a lot, obviously. So, yeah.

Yeah, I'll take that, Jeff. This is Craig. You know, we have constant conversations about the right capital path as we move forward. Obviously, we've made a number of announcements, as we've been talking about just now, on acquisitions. But we're very mindful, obviously, of dilution. Now, as we grow, dilution is a part of it, right? That's one of the benefits of having a public company and public currency. And quite frankly, we would like to get to where we've got good valuations and capital raises that are based on equity. We think we've kind of outgrown the phase of ELOCs and ATMs and structured products. Not that we can't go use those if necessary, but we think we're at a growth point where we're looking at capital from the perspective of equity.

That being said, we've got a few different opportunities, some different proposals from potential investment partners, and as we flesh out the next month or two going into next year, we'll have some clarity on what that'll look like. But keep in mind, our entire board is invested. We're mindful of the actual dilution, but we'll understand that we're at a growth phase now, and we're looking forward to finding the right path, trying to minimize dilution. But also meeting the needs of the acquisitions that are going to help really expand the company. So we're all mindful of that. We think about it every day, talk about it every day, and just know that we're going to look out for the best interests of the company and for our shareholders and hopefully choose the right path.

Okay, very good. Thanks. Thanks, Craig. Okay, so another question that just came in. Of the six correspondent agreements signed, how many are fully live today? And for the ones that are live, what's a typical range of annual clearing revenue per correspondent? Once fully ramped, including interest income on their customer balances.

I think we can say that three are fully integrated and incrementing business over to us. The differentials between the six contracts, Jeff, are pretty significant. Some of them are quite large. Some of them are very small, and the nature of their business in each particular situation is going to be different in terms of how they onboard with us.

Wilson Davis historically was one of the premier microcap shops and low-priced security shops, and so our channel of customers coming into us, a lot of them focus on that first, and that's probably a great place for them to focus. And so we're going to be holding back on any kind of revenue forecasts related to the correspondence that we've signed and the additional ones that we see in our channel until we have more experience directly with what they can return. Some of the larger ones, you know, because we are still small, even though our revenue is up 85% and things are really starting to hum, you know, one or two of the large ones can make such a material difference.

We're just not comfortable until we have the facts. So I'm sorry I can't answer the second half of the question, first half. The three of them are incrementing. The other three should be done before the end of the year. With respect to being integrated, and then when they bring their business on, each one is going to be different. They're all going to start incrementally. No one wants to move everything over unless they have to. It's got to be a proof process, and we're proving that out now.

Very good. Thanks, John. The next question relates to us I just going to summarize the question Someone asking about a stock buyback Is there a chance of the company doing a stock buyback to show confidence in the company Yeah, I'll jump in on that.

This is Craig, obviously, again. I don't know if I actually have to identify my voice. I think John and I sound different enough, but we have talked about a number of things related to that. Now, that also goes hand in hand with capital partners, right, and the capital that we have the ability to bring in. We do think we're undervalued, as John already highlighted. If you just use metrics out there, not saying we're a Schwab or, you know, any of the other ones that you had mentioned, but at the same time, you know, we think we are undervalued. And so we also are mindful of capital right now because we've got commitments to these acquisitions.

But just to say that, you know, we are always looking at that as an opportunity, and it really is dependent upon our balance sheet and how we allocate capital. So we can't say with certainty that we are absolutely going to, but it is certainly things that we talk about and is always a possibility.

Okay, very good. Then from the same investor, he's asking, do you have a plan on increasing the share price to stay above 25 cents now that Amex has a threshold of 25 cents? You know, I maybe addressed the, you know, the NYSE 25 cent rule.

Yeah, I can do it. John, you want to take it?

I'll take it, Greg. I'll take it. I'm sorry, I don't mean to step on your toes.

No, no, no worries.

We're supposed to work on structuring that plan. Yeah, we do have a very concise plan in terms of how we're going to articulate that, and it's going to be measured in light of our history of reverse, in light of the timeframe for when that 25-cent date goes live, which it will be July of next year. We have a number of different ways that we can cure and plan for that, and we're working with our capital partners and with the groups that we're talking to about the next investment round, exactly how we address that.

We're comfortable with where we are right now, and we'll do what is necessary to maintain listing, but please rest assured, much like dilution, we talk about this at every single strategic meeting.

Yeah, and if I may add one thing to that, Jeff, I mean to jump in, you know, but as John said at the end of the closing remarks, and, you know, he had previously, you know, we look at this from the perspective of how do we do it? We've got a number of acquisitions, obviously, that we've announced that are, that added a tremendous amount to us. Now we have to get through the approvals and all the things that have been noted. But also at the same time, I mean, we are blocking and tackling. And we think as we continue to put these numbers out, that, you know, we also think that the stock price will hopefully cure itself somewhat.

So, you know, we're just going to continue to block and tackle and do the things and execute. And we, you know, as John said, we talk about it daily and have a pretty comprehensive understanding of the paths we need to take.

Okay, very good. I think we just have a couple more minutes, and I see just a couple more questions if you can take a look at these. The next one is stock locate fees were a big surprise to me this year. What's behind the demand, and is this a business you expect to keep growing?

I'll take that, Craig. What's behind the demand is first we had latent business that the previous owners really weren't mining. Second, I think one of the things that will start to reflect as our revenues move forward and the correspondence onboard is the talent that we've brought on to manage the process. I think we've done a fantastic job of bringing in the right people to run these areas. And so we brought in a gentleman over a year and a half ago and made a partnership with a company called Lockbox that has really unique and proprietary stock locate technologies. And simply, they have executed. They've started to articulate on the latent business, expanded our pipelines, and we do fully anticipate that that will grow.

And it'll grow even faster with the more success we have onboarding the assets of our signed correspondence. So yes, I think that's going to continue to be a very strong growth revenue source for us. And hopefully, we continue to hire the right people. But that's what happened there.

Okay, great. And maybe just to summarize, the last question we have kind of captures some important things. What are the two or three milestones you'd want long-term shareholders watching over the next year?

I could jump in there, and John, you can fill in. I mean, we talk about all the different milestones. I think one, you know, we, as I stated, you know, we've got six correspondents now, one just added after year-end. And they contributed no real meaningful revenue. We've got our existing correspondent that's growing. But I think what will happen over the next couple quarters as they have fully onboarded and start transitioning their business, people will be able to articulate to the street that impact and how that correspondent business scales.

And so I think that's something people should watch because we don't really have a marker right now for people to look at and say, well, they just added another correspondent that must, you know, what does that really mean? So I think that's critical. I think obviously the acquisitions are important. Dawson James, you know, getting reengaged with the Fed on the commercial bank or, and then of course the digital asset company. And there'll be markers along the way as we go into definitive documents and refile the Fed, things like that they'll be able to measure. And then I think it's just looking at generally the continued expansion of our business at the core basis of Atlas Clearing, which was formerly Wilson Davis.

You know, we think we've done a really good job, as John said, of bringing management and the right people in, but also in diversifying the revenue lines. This is a company that historically has been built on microcaps, and we do it very well, and we'll continue to do that business. But we've now expanded our product line across the board a little bit, including StockLocate as identified and other things. So we're going to continue to expand the platform to bring more products and values to the corresponding clients and the clients that actually use us. So I think those are markers to keep an eye on, but I think the future is very bright for us. John, do you have anything to add?

Not great.

That was great.

Okay, guys, that's really it for your questions. So, John, maybe if you want to wrap it up.

Well, I just, as always, we want to end by thanking any of the shareholders for the support. We understand and we get the messages on how the stock price flares up and all it seems to come back down. And it's part of the reasons we've stressed that we haven't been exercising ATMs into news bumps or different things. It really is, I think, in part a function of where the stock is today. And the more we crawl back up, hopefully the less subject will be to that kind of algorithmic activity. But number one, thank you guys. We'll do our best to get your share price up.

Absolutely. Absolutely.

Thank you to all.