AtlasClear Holdings, Inc. (ATCH) Q1 2026 Earnings Report, Transcript and Summary

Good day, and welcome to AtlasClear Fiscal Q1 2026 Earnings Call. [Operator Instructions] Please note today's call is being recorded. Today's call will be led by John Schaible, Executive Chairman; and Craig Ridenhour, President of AtlasClear Holdings. Also joining us is Jeff Ramson, CEO of PCG Advisory, who will provide the safe harbor statement and manage the Q&A portion of today's call. Please go ahead, Jeff.

Thank you, operator. Before we begin, I'd like to remind everyone that today's call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. For more details, please refer to the company's Form 10-Q for the quarter ended September 30, 2025, and other filings with the SEC. AtlasClear undertakes no obligation to update forward-looking statements, except as required by law. With that, I'll now turn the call over to AtlasClear's Executive Chairman, John Schaible.

Thank you, Jeff, and good morning, everyone. The September quarter marks a key inflection point for AtlasClear. For the first time since our de-SPAC, we achieved positive stockholders' equity of $6.9 million, eliminated the prior going concern qualification and further reduced de-SPAC liabilities by more than 80% from fiscal 2024. This achievement reflects our focus on disciplined execution and balance sheet optimization, which now positions AtlasClear as a more stable, growth-ready public company. Together, these efforts demonstrate that the foundational work we've done since our de-SPAC is delivering tangible results, establishing a platform for long-term scalability and value creation. We also secured $20 million in new institutional financing in October, half in convertible notes and half in equity units, strengthen our liquidity and providing a foundation for growth and acquisitions. Importantly, this funding allows us to execute on our strategic road map without requiring further near-term equity dilution. This progress comes amid a dynamic market for smaller financial institutions where access to efficient clearing, funding and technology infrastructure remains critical. We see this environment as an opportunity to demonstrate how AtlasClear's model delivers scalability and cost efficiency when it's needed most. Operationally, our subsidiary, Wilson-Davis and Company continued its track record of growing profitability, delivering strong commission, clearing and stock loan results. And strategically, we continued laying the groundwork for a vertically integrated technology-enabled platform for trading and clearing settlement and banking. With that foundation in place, I'll turn it over to our President, Craig Ridenhour, to review key operational highlights from the quarter.

Thanks, John. Let's take a closer look at our performance this quarter and how our operational progress continues to translate into financial strength. Operationally, we saw meaningful growth in diversification. Revenue for the quarter was $4.25 million, up 52% year-over-year. Operating loss narrowed to $877,000, an improvement from $941,000 last year. Net loss was $440,000 compared to net income in the prior year period. That benefited from onetime fair value adjustments. Total assets grew to $73.6 million, up 21% from June 30 at the consolidated level. Net capital at Wilson-Davis increased to $12.28 million, exceeding regulatory requirements by about $2 million. On the business development front, our third corresponding clearing clients signed, and we anticipate we'll begin onboarding Q1 calendar year 2026, which we expect to contribute materially to the fiscal 2026 revenues. We also are in discussions to expand our LocBox partnership for the potential launch of new product platforms next year. On the leadership side, we welcome Sandip Patel as Chief Financial Officer and General Counsel and Steven Carlson rejoined our Board as an independent director, further strengthening our governance and financial oversight framework. The consistent growing profitability at Wilson-Davis underscores the strength of our recurring revenue model and serves as the foundation for scalable growth. We now have clear visibility into an expanding pipeline of new correspondence which should deliver sustained revenue momentum going into next year and beyond. With that, I'll hand it back over to John to walk through the financial results in more detail.

Thank you, Craig. Let me walk through the financials in a bit more detail. Revenue of $4.25 million, up 52% was driven by commissions of $2.33 million, vetting fees of $0.37 million, clearing fees of $0.71 million and other revenues of $0.83 million. Operating expenses were $5.13 million, which were primarily compensation and technology costs as we are scaling our operations for growth. Our operating loss was $877,000 versus $941,000 in the prior year. Our net loss was $440,000 versus $10.7 million net income Q1 fiscal year 2025, but that included noncash gains from fair value adjustments. Cash and restricted cash, our cash is up to $32.2 million. up from $29.6 million at June 30, stockholders' equity, positive $6.86 million versus a negative $6.8 million deficit 3 months ago, a swing of over $13 million. These results validate the progress we've made in strengthening the balance sheet, simplifying our capital structure and positioning AtlasClear Clear for profitable growth. Overall, the quarter's results demonstrate steady execution across both our operating and financial objectives, supporting our transition from stabilization to sustain growth. We continue to maintain strong inventory capital at Wilson-Davis, exceeding minimum requirements by a comfortable margin and expect this buffer to expand as profitability scales. As we move through fiscal 2026, we will remain focused on driving operating leverage, maintaining disciplined expense control and strengthening capital efficiency across all business lines. We are equally committed to new product development such as digital assets, proven risk management, compliance and operational oversight as we grow to ensure our platform meets the highest standards expected of the regulated financial institution. With that, I'll turn it back over to Craig to discuss our strategic priorities and outlook for fiscal 2026.

Looking ahead to fiscal 2026, our priorities are clear: One, capitalize on our strengthened balance sheet and new growth funding. The $20 million rates in October mitigated liquidity concerns and fully resolved the going concern qualification. We expect this capital to fund the integration of our technology stack, expand our stock loan and margin lending programs and support acquisition activity. Two, accelerate client onboarding and expansion. Our third correspondent clearing client is signed and we believe we've begun onboarding in Q1 calendar year 2026, while we continue to expand our pipeline. Each new relationship adds recurring revenue, scale and operating leverage. Three, Advance Commercial Bancorp acquisition. Once complete, it will provide low-cost funding and a regulated bank charter to support our clearing and custody ecosystem. Four, enhance and deploy technology. We plan continued rollouts of our OLA digital account opening system and LocBox infrastructure, including digital asset and credit capabilities for institutional clients. Five, pursue selective M&A opportunities. We will evaluate targets that enhance product capabilities, broaden client reach or offer complementary technology and strong financial returns. In parallel, we will continue deepening our relationships with FinTech partners to expand distribution channels and integrate complementary technologies that enhance our value proposition. Looking more broadly, the market opportunity for modern technology-driven clearing and banking infrastructure continues to expand. Smaller institutions are increasingly seeking flexible, cost-efficient platforms, a space where AtlasClear is uniquely positioned to lead. With these priorities in place, fiscal 2026 is shaping up to be a pivotal year, one focused on disciplined expansion, operational scale and sustained execution. With that, I'll turn the call back over to John for closing remarks.

To summarize, AtlasClear entered this fiscal year in its strongest position yet. We eliminated the going concern uncertainty, achieved positive equity, secured new institutional capital and maintained profitability at our core operating subsidiary. These milestones reflect a year of disciplined execution and set the stage for the next phase of growth. With a stronger balance sheet, expanding client base and a clear path toward integrating our clearing technology and banking operations, we are well positioned to scale efficiently and deliver sustained shareholder value. We are executing now from a position of strength, focused on sustainable growth and long-term value creation. With a clear strategy, a strong capital foundation and the committed team, AtlasClear is well positioned to deliver measurable progress throughout 2026 and beyond. As we continue this momentum, our emphasis will remain on disciplined execution, transparency with our shareholders and building a durable platform that can scale with our clients' success. Our mission remains unchanged, to build a vertically integrated tech-driven financial platform that modernizes clearing and banking for emerging financial institutions and other fintechs. Thank you to our employees, clients, Board of Directors, and most of all, the shareholders for your continued trust and support. Your confidence drives our progress, and we look forward to keeping you updated as we execute our 2026 road map and build long-term value. We look forward to updating you on our progress throughout fiscal 2026. Thank you.

Thank you, John and Craig. Before the call, we collected questions from analysts and investors, which we will address now. First one is, "the $20 million in Funicular financing seems pivotal. Can you elaborate on its structure and how this capital strengthens your ability to execute on both near-term client wins and longer-term platform build-out. Some investors view alternative financings warily, what should give them confidence that the structure supports growth rather than just short-term liquidity?"

I'll take that, Jeff. Thank you for the question. The $20 million Funicular financing is pivotal, and it's not just other parties that came in. We took 2 pieces in that financing. The first was a convertible note, which has a coupon of 11% to 5-year note striking at $0.75 a share, which obviously is far above the market price today. We also took in a unit offering that was comprised of equity and warrants striking at $0.75, and that was for another $10 million roughly, give or take. I totally appreciate, especially going through the de-SPAC process, how the convertible notes can be viewed with skepticism and concern because they can cause significant dilution where we stand today and the present strikes were far above the market. And so we believe this $20 million that we took in will put us in a position to grow the company in a way that will not be nearly as dilutive as what we suffered through the de-SPAC. So we're excited about the financing. Our partners, including Funicular, have been absolutely fantastic to us. They are strategic and we look forward to 2026.

So given that the share price is currently below $1, can you provide an update on the company's compliance with New York Stock Exchange listing requirements?

Sure, Jeff, I'll jump in and answer this. We get this frequently. We certainly understand the concern from investors and shareholders regarding the dollar threshold because that's kind of imprinted in everyone's mind. We certainly don't like being under $1. We understand why we're here. We don't think our current price is reflective of the value that's in the company and the numbers we're putting out, and we think that this will hopefully be a distant memory. But all that being said, the question is if we're in compliance with NYSE listing standards. We are on NYSE American, and they have no dollar threshold as a listing standard right now. So we are fine. We actually -- because we don't have to worry about that dollar and making certain decisions, we are able to continue on our path to grow it properly, make the right decisions for our shareholder base and ultimately, the long-term prosperity of the company. So although it's uncomfortable to see it down there for some people, we are in compliance with NYSE AMEX standards at this point, and we're not concerned about the dollar because that is not one of the requirements. So I do appreciate the question.

Thanks Craig. Next question I have is, "can you speak to your digital asset strategy going forward? Given recent market volatility and evolving SEC guidance, how are you thinking about near-term revenue goals for this segment over the next year? And how does the Commercial Bancorp acquisition help support that growth?"

I'll take that question, and that's a pretty in-depth question. Digital assets are a primary focus for us coming into 2026. And what we see out of the SEC with respect to additional guidance and what we see with now presently kind of a welcoming of the idea of financial services firms being in crypto, we want to be there in the best way we can correctly as fast as we can. We see crypto as one more product line with respect to the assets that are being traded, whether it's Bitcoin or Ethereum named crypto, that's really not much different other than from a regulatory perspective, of a security or a bond or a mutual fund. We want to be the platform that absorbs all of these products and holds them in custody and use that custody to create for our customers a better opportunity for portfolio margin. And we think crypto is a critical component of that. We are looking very strongly at certain acquisitions in this space that we think might make sense. We are looking very strongly at how we tie together the crypto, TradFi and DeFi in a way that is the most efficient possible way. And to get there, we do think the Commercial Bancorp acquisition will help us do that. As a Wyoming state chartered bank, that state has been for a long time, one of the most forward-thinking states with respect to crypto, the fact that the bank is also a federal reserve member bank, we think will allow us to cash -- settle things correctly in a way that perhaps our competitors can't do quite as efficiently. And so I do hold out hope that in the second quarter, maybe third quarter of next year, we'll be delivering crypto revenues to the platform. We see crypto as almost every other asset class from the trading perspective, but I kind of also want to caution that in that the crypto settlement functions, the idea of an on-chain immutable ledger that settles instantly, we think is ultimately the future for all financial products. And so several things to your question, Jeff. We're getting in front of it. We're looking at acquisitions. We have ideas and designs on crypto lending, crypto trading and we look forward to 2026 because we think it's going to be the year of crypto for us.

Very good, very good. Great. So the last question I have is, "with regard to Commercial Bancorp, the acquisition agreement was just extended through Q1 2026. Can you give us the latest on regulatory progress and integration planning, and how confident are you in closing within that window?"

Sure, Jeff. I'll take this. It's a great question. And it's one that it gets lost sometimes, we found, and people that are in the industry look at that and realize the gem that we have there and that we're fortunate to have them under contract. When you look at Commercial Bancorp, Wyoming, it's a smaller Fed member bank, but it's profitable, it's clean. It's over a 110-year-old charter. We're very excited to go down the process with the Fed for potential approval. With that in mind, our goal right now is, and we believe we will need it is, we will formally file with the Fed. We anticipate no later than January 31. That's our goal internally. Now things can change, but that is our goal. And what that means is we will begin the Fed approval process where they'll begin recruit -- reviewing our applications, going through the entire -- it can be a lengthy process, although we understand with the new administration, it may have shortened a little bit, we're hopeful, but nonetheless, we'll begin that process by January 31. And again, the time it takes is the time it takes. The ultimate goal is an effective approval. We're confident we can get there, and we'll receive that based on management's experience and the experience also growing banks in the past. So we're optimistic on that front. So -- but then you look at the integration planning, there are a lot of things that we could do: One, we have to build out the tech somewhat there to do the longer-term plans. But as John just went through a litany of reasons, why digital assets are great given the jurisdiction of Wyoming. We see a long-term plan with the digital assets and custody of a number of other things. We also see the ability to go get a Fed master account, which is incredibly valuable. We see a number of different long-term goals, but the near-term goals on integration would be upon effective approval, would just be creating that internal ecosystem where we create deposit sweeps from Wilson-Davis of cash deposits over into Commercial Bancorp or as it operates as Farmers State Bank and the extension of credit from Farmers State Bank out to Wilson-Davis and clients of Wilson-Davis that want to trade on margin in various other functions. So that's an immediate thing that doesn't take a heavy tech lift that upon effective approval, we can immediately get into and begin providing these sweeps and extensions of credit without too much lifting. There are longer-term goals and also an expansion of the footprint, right? Currently, we're located -- Commercial Bancorp, Wyoming is located in Pine Bluffs, Wyoming. And we've been very open with them about the idea that over time, we would expand our footprint given what we're looking to do. But immediately, we will put additional capital in. We'll expand their balance sheet and their ability to take additional deposits on. So we're very excited about this potential opportunity. If you look across the landscape right now, it's been noted throughout the media how a lot of the crypto companies are going out there and they're looking for Fed member firms, and there's -- that's not by accident, but we're in a situation where we already have one under contract. We're going to begin the approval process. We believe we'll be successful in that approval process. And then ultimately, Jeff, when we get through that and if we do have a successful approval, when you combine the corresponding clearing licenses that we have with NSCC DTC through Wilson-Davis, combine that with the custody powers and the Fed member firm that we have within Farmers State Bank, Commercial Bancorp of Wyoming, that gives us a licensing footprint. Again, I say it often, it's not that we can say that it's impossible to replicate, but it's incredibly difficult for a host of reasons. So we're very excited about that. We're excited to begin the approval process, and we're optimistic about it, and we look forward to updating people along the way and our shareholders and investing public. So again, thank you very much for the question, great question.

This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation.