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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

 PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 27, 2022

 

 

 

QUANTUM FINTECH ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40009   85-3286402
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

4221 W. Boy Scout Blvd.,

Suite 300

Tampa, FL 33607

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (813) 257-9366

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Units, each consisting of one share of Common Stock and one redeemable Warrant   QFTA.U   The New York Stock Exchange
Common Stock, par value $0.0001 per share   QFTA   The New York Stock Exchange
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50   QFTA WS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 8.01  Other Events.

 

As previously disclosed, on November 4, 2021, Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, TradeStation Group, Inc., a Florida corporation (“TradeStation”), and TSG Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TradeStation (“Merger Sub”) pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as the surviving corporation and a wholly-owned subsidiary of TradeStation (the “Business Combination”).

 

On April 27, 2022, TradeStation released its financial results for the fiscal quarter and fiscal year ended March 31, 2022. A copy of the earnings release and related investor materials is attached hereto as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 and is incorporated herein by reference.

 

Additional Information and Where to Find It

 

Company stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement on Form S-4 and any amendments thereto and the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed Business Combination (the “Special Meeting”), because these documents will contain important information about the Company, TradeStation and the proposed Business Combination. When available, the definitive proxy statement/ prospectus will be mailed to Company stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting.

 

The Company’s stockholders may also obtain a copy of the proxy statement/prospectus, once available, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Quantum FinTech Acquisition Corporation, 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607, Attention: Investor Relations or by email at [email protected].

 

Participants in Solicitation

 

The Company, TradeStation, and their respective directors and officers and certain investors may be deemed participants in the solicitation of proxies of the Company stockholders in connection with the proposed Business Combination. Company stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s registration statement on Form S-1 (File No. 333-252226), which was declared effective by the SEC on February 4, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the proposed Business Combination and other matters to be voted upon at its Special Meeting are set forth in the preliminary proxy statement/preliminary prospectus included in TradeStation’s registration statement on Form S-4 (333-261885), which was filed with the SEC on December 23, 2021. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination will be included in the Registration Statement.

 

1

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains, and certain oral statements made by representatives of the Company and TradeStation and their respective affiliates from time to time may contain, a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this Current Report on Form 8-K or such oral statements, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning TradeStation’s and the Company’s expectations with respect to the future performance of the combined company, including whether this proposed Business Combination will generate returns for stockholders, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business Combination.

 

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside TradeStation’s or the Company’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed Business Combination contemplated thereby; (b) the inability to complete the proposed Business Combination, including due to the failure to obtain the requisite approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (c) the ability to meet the New York Stock Exchange’s listing standards following the consummation of the proposed Business Combination; (d) the failure of PIPE Investors to fund their commitments upon the closing of the proposed Business Combination; (e) the risk that the proposed Business Combination disrupts current plans and operations of TradeStation or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed Business Combination; (h) changes in applicable laws or regulations, including legal or regulatory developments which could result in the need for the Company to restate its historical financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of the Company’s securities and the attractiveness of the Business Combination to investors; (i) the possibility that TradeStation or the combined company may be adversely affected by other economic, business and/or competitive factors; and (j) other risks and uncertainties to be identified in the Registration Statement/proxy statement relating to the Business Combination, when available, and in other documents filed or to be filed with the SEC by the Company and TradeStation and available at the SEC’s website at www.sec.gov.

 

The Company and TradeStation caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither the Company nor TradeStation undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release, other than pursuant to applicable law.

 

2

 

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

No Assurances

 

There can be no assurance that the proposed Business Combination will be completed, nor can there be any assurance, if the proposed Business Combination is completed, that the potential benefits of combining the companies will be realized.

  

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.   Description
99.1   Slides related to TradeStation contained in Presentation of Monex Group, Inc. dated April 27, 2022
99.2    Press Release of TradeStation, dated April 27, 2022 
99.3   Conference Call Script dated January 27, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  QUANTUM FINTECH ACQUISITION CORPORATION
     
  By: /s/ John Schaible
    Name:  John Schaible
    Title: Chief Executive Officer
     
Dated: April 27, 2022    

 

 

4

 

 

Exhibit 99.1

 

Financial Results for Fiscal Year Ending March 31, 2022 April 27, 2022 Monex Group TSE Prime : 8698

 

 

Increase Enterprise Value of Subsidiaries Monex Group leveraged its diverse management resources to help TradeStation and Coincheck grow significantly. Comparison Valuation *1 # of customer accounts Customer assets Revenues *2 Joined Monex Group in Jun. 2011 FYE 3/31/2012 FYE 3/31/2022 At the time of the tender offer in 2011 $ 411 M 49k *4 $2.5B *4 $135M De - SPAC valuation* 1 approx. $ 1.3B +EO *3 ~ 230K * 5 $12B $209M * 1 Refers to the value of the shares based on the $10.00 per share agreed in the relevant merger agreement. Rate = \ 125/$ *2 Tota l operating revenue after deducting financial expenses and cost of sales. *3 Earn - Out. *4 As of Jun. 30, 2011. *5 Total Customer Accounts at March 31, 2022 included approximately 42,900 customer crypto accounts opened and funded through a marketing promotion that began December 20, 2021 in which TradeStation made the initial account funding for the customer (Bitcoin equal to $10.00) (the “Crypto Funding Program”), but such accounts had no further customer account activity as of Ma rch 31, 2022 (3Q FYE March 2022: approximately 4,950, 4Q FYE March 2022: approximately 37,900). * 6 As of Mar. 31, 2018. 1

 

 

Growth Strategy of TradeStation (US Segment) TradeStation Group aims to list on the New York Stock Exchange in 2022 to raise capital for its growth strategy of capturing the growing retail investor market in the U.S. [Summary] *3 - After the merger between TSG Merger Sub and a NYSE - listed SPAC, Quantum FinTech Acquisition Corporation (QFTA), TradeStation Group is planned to list on the NYSE under the ticker symbol “TRDE” in 2022. - Provides $201M (as of Jun. 30, 2021) in cash held by QFTA in trust to TradeStation Group before expenses, assuming no redemptions. - $125M anticipated proceeds through concurrent PIPE process, which includes $50M from Monex Group, Inc. [Growth Strategy] - Large - scale marketing initiatives to enhance customer acquisition. *1 Assuming no redemptions by the QFTA public shareholders prior to closing of the de - SPAC transaction. *2 Excludes the impact o f any executive shares to be issued. *3 Assumes $10 per share, excluding PIPE incentive shares, no post - closing change of control and does not include impact of dilu tion from warrants. In addition, does not include equity plans or compensation. Includes 750,000 shares distributed to non - redeeming publi c QFTA shareholders and assumes no shareholder redemptions. Does not include any Monex or QFTA Sponsor Earn Out Shares or reflect any forfeiture of QFTA Shares. Monex Group lock - up: one - third of shares until earlier of 12 months and sustained $12.50 last reported sale price; one - third until earlier of 24 months and sustained $15.00 last reported sale price; and one - third until earlier of 36 mon ths and sustained $17.50 last reported sale price. Monex’s PIPE shares are not subject to this lock - up. Sponsor lock - up: until earlier of 12 months and sustained $12.50 last reported sale price. Lock - ups subject to customary permitted transferee exceptions. With respect to an y stock price, sustained means specified price (or higher) is the price for 20 out of any 30 consecutive trading days. Please see the me rger agreement for further details. 100% Monex Group PIPE Investors QFTA shareholders (SPAC) Approx. 4.1% *1 Approx. 12.1% *1 100% Approx. 83.8% * 1*2 TradeStation Group TradeStation Securities TradeStation Crypto 2

 

 

Group Strategy Decisive upfront investment for long - term business expansion and execution of growth strategies at each major subsidiary US Segment Announced NYSE listing plan with De - SPAC transaction Raised capital to promote account acquisition 3

 

 

Growth Strategy of TradeStation (US Segment) 4 ( $B ) TradeStation continues to focus on marketing and product enhancements to aim to grow total customer accounts and total customer assets. FYE Mar.31, 2022 FYE Mar.31, 2021 FYE Mar.31, 2020 FYE Mar.31, 2019 *1 Total Customer Accounts at March 31, 2022 included approximately 42,900 customer crypto accounts opened and funded through a marketing promotion that began December 20, 2021 in which TradeStation made the initial account funding for the customer (Bitcoin equal to $10.00) (the “Crypto Funding Program”), but such accounts had no further customer account activity as of March 31, 2 022 (3Q FYE March 2022: approximately 4,950, 4Q FYE March 2022: approximately 37,900). *2 Total Customer Assets includes deposits of customer assets held by Monex, Inc. and its Asia - Pacific Segment. 146 157 163 179 227 0 50 100 150 200 250 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 0 3 6 9 12 15 TradeStation's customer assets & accounts Total customer accounts*1 (right) Total customer assets*2 (left) (Accounts: K)

 

 

Highlights FYE Mar. 2022 (12 months) 5 Aggressive marketing investments were made, spending \ 6.5B on advertising to acquire new accounts. Segment loss was \ 5.6B . Japan US Crypto Asset Asia Pacific Investment

 

 

YoY Comparison (12 months) Analysis: Operating Revenue (USD) 6 US: Lower brokerage commissions and other revenue partially offset by higher other commissions and net financial income, while VIX declined 26% YoY. * average VIX : 27.3 → 20.2 ( - 26%) DARTs: 229,826 → 217,405 ( - 5 %) ( USD thousand ) ■ Others ( - 3,322) ■ Net financial income (+ 882 ) ■ Other commissions (+2,009)* ■ Brokerage commissions ( - 6,403 )* 106,508 100,104 62,714 64,723 36,837 37,719 9,919 6,598 215,978 209,144 0 100,000 200,000 300,000 2021/3 2022/3 Total operating revenue after deducting financial expenses and cost of sales - 3.2 %( - 6,834 ) * Figures in parentheses indicate the variance from the previous year (USD thousand) [reflects comparison of results for 12 months ended March 31, year over year] ■ Total operating revenue after deducting financial expenses and cost of sales

 

 

YoY Comparison (12 months) Analysis: SG&A (USD) 7 US: Advertising expenses and compensation and benefits increased significantly as account growth strategy and product initiatives were launched during the year ended 3/31/2022. SG&A Total +41.1 % (+ 76,440) * Figures in parentheses indicate the variance from the previous year (USD thousand) [reflects comparison of results for 12 months ended March 31, year over year] (USD thousand ) ■ Others (+15,863) *1 ■ Advertising expenses ( + 40,338) *2 ■ Amortization and depreciation (+243) ■ Communication, freight and information expenses (+1,610) ■ Commissions paid and association dues (+2,444) ■ Compensation and benefits (+15,942) *3 72,079 88,021 34,696 37,140 14,134 15,744 22,853 23,096 17,395 57,733 24,840 40,703 185,996 262,437 0 100,000 200,000 300,000 2021/3 2022/3 *1 Professional fees +$11M *2 Total accounts: +81k accounts, or approximately 44k accounts excluding cryptocurrency accounts opened through the marketing promotion described above (Mar. 31, 2021 vs Mar. 31, 2022) *3 Number of employees + 224 (Mar. 31, 2021, vs Mar. 31, 2022) ■ SG&A

 

 

Highlights 4Q of FYE Mar. 2022 (3 months) 8 Continued to spend on marketing to acquire new accounts ( \ 2.1B). Segment loss improved QoQ to \ 1.8B due to reduced advertising expenses while continuing to focus on account growth. Japan US Crypto Asset Asia Pacific Investment

 

 

QoQ Comparison (3 months) Analysis: Operating Revenue (USD) 9 US: Decrease in net financial income due to lower securities lending was offset by higher brokerage commissions, driven by futures commissions and other commissions. 31,924 24,404 23,965 24,898 26,837 19,588 15,768 15,432 16,415 17,108 10,169 10,006 8,374 10,574 8,765 2,601 1,810 1,768 1,492 1,528 64,283 51,989 49,539 53,380 54,237 0 20,000 40,000 60,000 80,000 2021/3 4Q 2022/3 1Q 2022/3 2Q 2022/3 3Q 2022/3 4Q ( USD thousand ) Quarterly total operating revenue after deducting financial expenses and cost of sales +1.6% ( +857 ) * Figures in parenthesis reflect the variance from previous quarter (USD thousand) ■ Others (+ 36 ) ■ Net financial income ( - 1,809) ■ Other commissions (+692) * ■ Brokerage commissions (+ 1,938 ) * * average VIX QoQ : 19.3 → 25.4 (+32%) DARTs QoQ : 214,690 → 237,693 ( +11 %) ■ Total operating revenue after deducting financial expenses and cost of sales

 

 

QoQ Comparison (3 months) Analysis: SG&A (USD) 10 US: SG&A decreased due to adjustments in marketing spend to improve account acquisition efficiencies and to better align headcount with development initiatives and account support needs. (USD thousand) Quarterly SG&A Total - 6.2 % ( - 4,725) * Total accounts: +48k accounts (Dec. 31, 2021 vs Mar. 31, 2022) ■ Others ( - 1,543 ) ■ Advertising expenses ( - 4,567 ) * ■ Amortization and depreciation ( +447 ) ■ Communication, freight and information expenses (+219 ) ■ Commissions paid and association dues (+2,456) ■ Compensation and benefits ( - 1,738) * Figures in parenthesis reflect the variance from previous quarter (USD thousand) 20,589 20,245 21,752 23,881 22,143 9,346 8,911 8,706 8,533 10,990 3,718 3,922 3,899 3,851 4,071 5,831 5,929 5,840 5,439 5,887 5,446 5,730 11,160 22,705 18,138 6,402 9,039 10,613 11,297 9,754 51,332 53,776 61,970 75,707 70,983 0 20,000 40,000 60,000 80,000 2021/3 4Q 2022/3 1Q 2022/3 2Q 2022/3 3Q 2022/3 4Q ■ SG&A

 

 

Business Update US Segment 1/4 11 Total customer accounts increased by 55% * 1 YoY. Trading in Futures and Options increased. Total Customer Accounts *1 : 227K accounts ( +55 % YoY) Total customer assets *2 : $12.0B ( +16% YoY) Customer Assets and Accounts DARTs and VIX Trading has normalized, with DARTs +11% QoQ . 0 50 100 150 200 250 Mar. 2021 Jun. 2021 Sep. 2021 Dec. 2021 Mar. 2022 # of customer accounts by asset class (As of period end) Equities & Options Futures Crypto (Thousands) *1 Total Customer Accounts at March 31, 2022 included approximately 43,600 customer crypto accounts opened and funded through a marketing promotion that began December 20, 2021 in which TradeStation made the initial account funding for the customer (Bitcoin equal to $10.00) (the “Crypto Funding Program”), but such accounts had no further customer account activity as of March 31, 2022 (3Q FYE March 2022 : a pproximately 4,950, 4Q FYE March 2022: approximately 38,600). YoY customer account growth would have been 25% without such a cco unts. *2 Total Customer Assets includes deposits of customer assets held by Monex, Inc. and its Asia - Pacific Segment. 0 5 10 15 20 25 30 0 50 100 150 200 250 300 2021/3 4Q 2022/3 1Q 2022/3 2Q 2022/3 3Q 2022/3 4Q DARTs by asset class and VIX Equities Options Futures Crypto VIX(right) (Thousands)

 

 

Business Update US Segment 2/4 12 ( $Million ) Self - clearing positions TradeStation to benefit from rising interest - rate environment. • Brokerage revenue * 1 totaled $41.1M in 4Q . • Brokerage commission decreased YoY as trading volume has normalized after elevated activities in prior year. Commission Revenue Interest Income • Total Customer Cash of $2.9B at March 31, 2022, grew by 4% YoY. • Anticipated U.S. fed fund rate hikes are expected to lead to increased interest earned on customer cash balances. ・ Multiple rate hikes anticipated through FYE 3/31/2023 . ・ Each 25bp increase to fed funds rates could increase interest income earned by TradeStation on customer cash balances by as approximately $7.0 to $7.5M annualized . ( $ Million ) *1 Brokerage revenue includes payment - for - order - flow (PFOF). *2 Equities revenue includes commissions and fees received for equi ties and mutual fund transactions, which includes PFOF received for customer equities trades. *3 Options revenue includes commissions and fees received for options transactions, which includes PFO F received for customer options trades. 0 10 20 30 40 50 60 2021/3 4Q 2022/3 1Q 2022/3 2Q 2022/3 3Q 2022/3 4Q Commission revenue Equities*2 Options*3 Futures Crypto 0 2 4 6 8 10 12 2021/3 4Q 2022/3 1Q 2022/3 2Q 2022/3 3Q 2022/3 4Q Interest Income Total customer cash Margin use Securities lending Crypto asset lending (net)

 

 

Business Update US Segment 3/4 13 TradeStation’s product suite development is focused on user experience, cryptocurrency platform and its offerings through third - party using its API to support its growth strategy. Products and Services • Encourage casual traders to trade by expanding with low cost of entry products. Crypto Liquidity Expands • Ensure liquidity and offer competitive prices through expansion of alliance partners. API • Expand options capabilities. Recent Product Releases Planned Enhancement Integration with existing services • Support cross - platform engagement among existing customers by expanding educational content and communities. Crypto • Native integration of crypto offering into TradeStation Web platform • New Cryptocurrencies expected to launch in Summer 2022 Third - Party Relationships • Brokerage As A Service Opportunities ・ Account Opening API ・ Account Funding API

 

 

Business Update US Segment 4/4 14 TradeStation’s Pillars for Growth TradeStation positions itself to attract an expanding market of self - directed investors. Award - Winning Suite of Trader and Investor Products • TradeStation Rated #1 or “Best in Class” six categories in StockBrokers.com’s 2022 Online Broker Review. • 2022 Best Online Broker for Stock Trading Platform and Research in Nerd Wallet’s 2022 Best - of Awards. Differentiated Positioning in the Market • Multi - asset platform for Equities, Options, Futures and Crypto trading • Self - clearing online brokerage • Education & Social Community • Adaptive technology accessible on desktop, Web and mobile • Advanced API Technology Expanding Customer Base of Experienced and New Traders • Demographic wave of Millennials and Gen - Z investors, coupled with increased interest in self - directed investing, is leading to an expanding addressable market. Well - Defined Marketing and Product Strategy Marketing • Investments in brand awareness and performance marketing channels designed to drive efficient account acquisition. Product Initiatives • Enhance user experience • Advance Crypto offering • Expand API as B2B and B2C Opportunity

 

 

Appendix: Highlights FYE Mar. 2022 (12 months) 2/3 (JPY million) US ◆ Total operating revenue after deducting financial expenses and cost of sales, and Segment profit 15 17,417 19,338 19,887 22,958 23,579 281 1,978 1,763 3,200 - 5,557 -15,000 -5,000 5,000 15,000 25,000 2018/3 2019/3 2020/3 2021/3 2022/3 Total operating revenue after deducting financial expences and cost of sales Segment profit

 

 

Appendix: Highlights 4Q of FYE Mar. 2022 (3 months) 2/3 16 US ◆ Total operating revenue after deducting financial expenses and cost of sales, and Segment profit 6,880 5,728 5,464 6,062 6,325 1,393 - 185 - 1,502 - 2,121 - 1,750 -4,000 0 4,000 8,000 2021/3 4Q 2022/3 1Q 2022/3 2Q 2022/3 3Q 2022/3 4Q Total operating revenue after deducting financial expenses and cost of sales Segment profit (Quarterly profit before income taxes) (JPY million)

 

 

Group Overview 17 (As of March 31 , 2022) Online Securities Company TradeStation Securities, Inc. Service appealing to active traders (US) TradeStation Group, Inc. Holding Company in the U.S. TradeStation Technologies, Inc. (US) YouCanTrade, Inc. (US) Technology Trading Community TradeStation Global Services, S.A. (Costa Rica) [US/Europe] TradeStation Crypto, Inc. (US) Crypto Asset

 

 

■ TradeStation Group, Inc. (Florida, U.S.) Online securities group with award - winning trading technology development capabilities - President: John Bartleman - Founded in 1982, joined Monex Group in Jun. 2011 - An award - winning TradeStation platform recognized and highly regarded by active traders. Licenses “TradeStation” platform for US equities as a technology provider to group's securities companies - Products and services: Equities, options, futures and crypto asset, etc. - # of active accounts: 226,506 - Customer assets held in custody: USD 12.0billion The numbers above are as of March 31, 2022 Overview of Monex Group and Main Subsidiary Companies 18

 

 

Appendix: Valuation in Fair Value of Monex Group Data for the valuation of fair value based on the Sum - of - the - Parts method 19 *3 The above figures for the TradeStation Group and the Coincheck Group do not take into account any redemption by the SPAC shareholders. In addition, TradeStation's ownership interest is calculated taking into account its PIPE (US$125 million). For details, please refer to our previous press releases. TradeStation Group *3 Pre - Money Equity Valuation: US$1.3B (appx \ 162.2B) Cash amount held in trust by SPAC: US$201M (appx \ 25.1B as of June 30 2021) The Company’s holding ratio as of the closing (planned) : approx. 83.8% Equity Value which belongs to the Company as of the closing: US$1.3B (appx \ 162.2B) Earn - out amount which belongs to the Company : US0.3B (appx \ 42.7B) Rate: JPY \ 125/$

 

 

Disclaimer 20 Cautionary Statement Regarding Forward - Looking Statements This communication contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 199 5, as amended, that reflect TradeStation’s current views with respect to, among other things, the future operations and financial performance of TradeStation . Forward - looking statements in this communication may be identified by the use of words such as “anticipating,” “believes,” “can, ” “continue,” “continuously,” “enhance,” “expects,” “hope,” “in progress,” “intends,” “may,” “over time,” “planned,” “seeks,” “s hould,” “strategic,” “target,” “think,” “try,” “try to,” “will” and similar terms and phrases. Forward - looking statements contained in this communication include, but are not limited to, statements as to ( i ) TradeStation’s efforts regarding its revenue growth strategy, including the success of marketing expenditures and campaigns and approaches and its ability to grow its customer account base generally and the pace at which such growth is, or is not, accom pli shed, (ii) ongoing volume levels of customer trading activity and trading - related revenue generated, (iii) the success, or lack thereof, of TradeStation’s crypto account - opening/marketing promotion, and whether crypto customer accounts added through such promotion will provide further fund ing or deposits to, or trade in, such accounts, (iv) whether TradeStation’s planned product and service enhancements, including those recently launched or currently in progress, will be considered valuable or attractive by customers and customer prospects, or completed timely, or at all, and (v) whether federal fund target interest rates will continue to increase, and if so when, whether the effective inte re st rates will match the target rates, and whether TradeStation will be able to benefit through increased net interest income if those rates continue to increase. The forward - looking statemen ts contained in this communication are based on the current expectations of TradeStation and its management and are subject to risks and uncertainties. No assurance can be given that future developments affecting TradeStation will be those that are anticipated. Actual results may differ materially from current expectations due to changes in global, re gional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of TradeStation . Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual re sul ts may vary in material respects from those projected in these forward - looking statements. Factors that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Any forward - lo oking statement made in this communication speaks only as of the date hereof. TradeStation undertakes no obligation to update, revise or review any forward - looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applica ble securities laws. Trademarks, Trade Names and Service Marks This presentation includes trademarks, trade names and service marks that are the property of their respective owners, and ar e p rotected under applicable intellectual property laws. Proposed Business Combination As previously announced, TradeStation Group, Inc. (the “Company”) and Quantum FinTech Acquisition Corporation (“Quantum”) have entered into agreements to effect a business combination (the “Business Combination” ). This presentation does not constitute ( i ) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a so licitation of an offer to buy, or a recommendation to purchase, any securities of the Company, Quantum, the combined company or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Ac t of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which su ch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities co mmission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the mer its of the Business Combination or the accuracy or adequacy of this presentation. In connection with the proposed Business Combination between the Company and Quantum, the Company has filed a registration st ate ment on Form S - 4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that includes a pro xy statement / prospectus relating to the offer of the securities to be issued to Quantum. Investors, security holders and other interested per sons are advised to read the Registration Statement and proxy statement / prospectus and any amendments thereto, and other re lev ant documents that are filed with the SEC carefully and in their entirety because they will contain important information about the Company, Quantum and the pr opo sed Business Combination. The definitive proxy statement / prospectus will be mailed to stockholders of Quantum as of a recor d d ate to be established for voting on the proposed Business Combination. Investors, security holders and other interested persons will also be able to obtain co pie s of the Registration Statement and other documents containing important information about the Business Combination and the p art ies to the Business Combination once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to : Q uantum FinTech Acquisition Corp., 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607, Attention: Investor Relations or by email at IR@qftac or p.com. Quantum and the Company, their respective directors and executive officers and certain investors may be considered participan ts in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. Information abou t t he directors and executive officers of Quantum and their ownership is set forth in Quantum’s filings with the SEC, including its final prospectus relating to its in itial public offering in February 2021, which is available free of charge at the SEC’s website at www.sec.gov. Additional inf orm ation regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Quantum shareholders in connection with the proposed Bus iness Combination, including the Company’s directors and executive officers and certain investors, is contained in the Regist rat ion Statement for the Business Combination.

 

Exhibit 99.2

 

 

TradeStation Reports Results for Three Months and Fiscal Year Ended March 31, 2022

 

PLANTATION, FL, April 27, 2022 -- TradeStation Group, Inc. (“TradeStation”), the parent company of award-winning self-clearing online brokerages for trading stocks, ETFs, equity and index options, futures, futures options and cryptocurrencies, today announced financial results and certain key metrics for the three months and fiscal year ended March 31, 2022.

 

TradeStation’s operating and financial results for the three months ended March 31, 2022, the company’s fourth fiscal quarter, include:

 

Total net revenues of $52.6 million, a 19.1% year-over-year decline
   
226,506 Total Customer Accounts at March 31, 2022
   
62,787 Gross New Accounts opened
   
237,694 Daily Average Revenue Trades (DARTs), a 14.2% year-over-year decline
   
$12.0 billion Total Customer Assets, including $2.9 billion of Total Customer Cash, at March 31, 2022, a 16.4% and 4.0% year-over-year increase, respectively
   
Increase in total expenses of 78.1% year over year, and net loss of $14.8 million, as the company continued to invest in marketing and headcount to support its revenue-growth strategy

 

“While our total customer accounts grew year over year, we believe the overall decrease in retail trading volume in the March 2022 fiscal quarter as compared to the very high volume we saw a year ago during the first year of the COVID-19 pandemic was the primary reason that our trading-related revenue decreased, although we did see year-over-year increases in our customers’ futures and options trading volume,” said John Bartleman, Chief Executive Officer of TradeStation. “Our net interest income also decreased in the March 2022 fiscal quarter compared to the prior year’s March quarter, but we expect it to increase in future periods if interest rates continue to rise.”

 

Results of Operations and Key Metrics for the Three Months and Fiscal Year Ended March 31, 2022

 

Revenue

 

TradeStation had total net revenues of $52.6 million for the three months ended March 31, 2022, a 19.1% decline when compared to the three months ended March 31, 2021, as a result of year-over-year decreases in trading-related revenue, net interest income, and subscription and other revenue. For the fiscal year ended March 31, 2022, TradeStation had total net revenues of $209.6 million, 4.1% lower than the prior fiscal year, as result of lower trading-related revenue and subscription and other revenue, partially offset by higher net interest income.

 

For the three months ended March 31, 2022, trading-related revenue was $44.1 million, a decline of 14.8% from the prior-year period, due principally to lower equities and cryptocurrency trading volume when compared to the elevated prior-year period trading levels, partially offset by an increase in futures and options trading for the period. For the fiscal year ended March 31, 2022, trading-related revenue was $165.4 million, a 2.7% decrease from $170.0 million in the fiscal year ended March 31, 2021.

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 2

 

Net interest income for the three months ended March 31, 2022, was $10.1 million, a 7.9% decrease when compared to $10.9 million for the prior-year period. The decrease in the fourth quarter of fiscal 2022 from the prior-year period was due to lower net stablecoin and cryptocurrency lending and margin lending revenue, and lower interest earned on customer cash due primarily to a reduced interest rate, partially offset by increased securities lending revenue. For the fiscal year ended March 31, 2022, net interest income was $41.3 million, a 3.8% increase from $39.8 million in the fiscal year ended March 31, 2021, due primarily to higher margin lending and securities lending revenue, partially offset by lower interest earned on customer cash due to the interest rate reduction and lower net stablecoin and cryptocurrency lending revenue. TradeStation believes that the portion of its net interest income generated by interest earned on customer cash may increase in the next several fiscal quarters if the federal funds rate increases over the next 12 months as many economists and industry analysts are currently anticipating.

 

Total Customer Accounts and Gross New Accounts

 

At March 31, 2022, TradeStation had 226,506 Total Customer Accounts, an increase of 55.3% from March 31, 2021. Total Customer Accounts at March 31, 2022 included 42,916 customer crypto accounts opened and funded through a marketing promotion that began December 20, 2021 in which TradeStation made the initial account funding for the customer (Bitcoin equal to $10.00) (the “Crypto Funding Program”), but such accounts had no further customer account activity as of March 31, 2022. If those 42,916 Crypto Funding Program accounts are excluded, Total Customer Accounts were 183,590 at March 31, 2022, a 25.8% increase from Total Customer Accounts at March 31, 2021.

 

TradeStation added 62,787 Gross New Accounts during the three months ended March 31, 2022, 38,619 of which were Crypto Funding Program accounts that had no further customer account activity as of March 31, 2022, as compared to 27,261 Gross New Accounts added during the three months ended March 31, 2021, a 130% increase when including the 38,619 Crypto Funding Program accounts in the total and an 11.3% decrease when excluding them from the total. Gross New Accounts is the total number of new customer accounts opened and funded during the applicable period. TradeStation expects to terminate the Crypto Funding Program at the end of April 2022.

 

Daily Average Revenue Trades (DARTs)

 

For the three months ended March 31, 2022, DARTs were 237,694, a decrease of 14.2% from the three months ended March 31, 2021. For the fiscal year ended March 31, 2022, DARTs were 217,405, down 5.4% from the prior fiscal year.

 

Total Customer Assets and Total Customer Cash

 

Total Customer Assets were $12.0 billion at March 31, 2022, an increase of 16.4% from March 31, 2021. Total Customer Assets included Total Customer Cash of $2.9 billion at March 31, 2022, a 4.0% increase from March 31, 2021.

 

Expenses, Net Income (Loss), Income (Loss) Before Income Taxes, and Adjusted EBITDA

 

TradeStation’s total expenses were $68.7 million for the three-month period ended March 31, 2022, and $248.7 million for the fiscal year ended March 31, 2022, which compares to $38.6 million and $186.0 million for the three-months and fiscal year, respectively, ended March 31, 2021. The increase in total expenses is due primarily to increased marketing and headcount spending to implement TradeStation’s revenue growth strategy.

 

Marketing expense for the three months ended March 31, 2022 was $18.1 million, which compares to $5.4 million for the three months ended March 31, 2021. For the fiscal year ended March 31, 2022, marketing expense was $57.7 million, which compares to $17.4 million for the prior fiscal year.

 

TradeStation’s total headcount increased by 224 during the fiscal year ended March 31, 2022, from 525 full-time employees at March 31, 2021 to 749 at March 31, 2022. Growth in headcount was primarily in product development and operations and, together with increased compensation company-wide to recruit and retain employees in an increasingly competitive wage market, resulted in higher employee compensation and benefits expense of $23.0 million for the three months ended March 31, 2022, as compared to $21.2 million during the prior-year period. For the fiscal year ended March 31, 2022, employee compensation and benefits expense was $91.7 million, compared to $74.3 million for the prior fiscal year.

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 3

 

For the three months ended March 31, 2022, TradeStation had a net loss of $14.8 million, a loss before income taxes of $16.1 million, and negative Adjusted EBITDA of $12.0 million, as compared to net income of $19.3 million and income before income taxes of $26.4 million, in each case inclusive of $13.3 million in gains on unhedged cryptocurrency assets, and Adjusted EBITDA of $18.7 million for the three months ended March 31, 2021.

 

For the fiscal year ended March 31, 2022, the company had a net loss of $31.7 million, a loss before income taxes of $39.1 million, and negative Adjusted EBITDA of $26.2 million, as compared to net income of $23.8 million, and income before income taxes of $32.6 million, in each case inclusive of $2.9 million in gains on unhedged cryptocurrency assets, and Adjusted EBITDA of $53.6 million for the fiscal year ended March 31, 2021.

 

See “Reconciliation of Net Income (Loss) to Adjusted EBITDA” after the “Consolidated Statements of Income” and “Key Performance Metrics” table further below.

 

About TradeStation Group, Inc.

 

TradeStation has, for decades, provided innovative fintech decision-support analysis and order-placement tools that support self-directed traders and investors in their journeys to claim their financial edge. TradeStation provides award-winning* trading and analysis platforms and self-clearing online brokerage services for stocks, ETFs, equity and index options, commodity and financial futures, futures options, and cryptocurrencies. These trading platforms are accessible on desktop, Web and mobile, as well as via API technologies which seamlessly provide access to TradeStation’s brokerage environment through third-party platforms. TradeStation’s offerings also include deep and growing learning content designed to build confidence among those new to investing and hone the skills of seasoned traders.

 

TradeStation Securities, Inc. (Member NYSE, FINRA, SIPC, NSCC, DTC, OCC, NFA & CME) offers self-clearing equities, options, futures and futures options brokerage services as a licensed securities broker-dealer and futures commission merchant (FCM) and is a member of major equities and futures exchanges in the United States. TRADESTATION SECURITIES, INC. IS A MEMBER OF NFA AND IS SUBJECT TO NFA’S REGULATORY OVERSIGHT AND EXAMINATIONS. HOWEVER, YOU SHOULD BE AWARE THAT THE NFA DOES NOT HAVE REGULATORY OVERSIGHT AUTHORITY OVER UNDERLYING OR SPOT VIRTUAL CURRENCY PRODUCTS OR TRANSACTIONS OR VIRTUAL CURRENCY EXCHANGES, CUSTODIANS OR MARKETS. TradeStation Crypto, Inc. offers self-clearing cryptocurrency brokerage services under federal and state money services business, money-transmitter and similar registrations and licenses. TradeStation Crypto, Inc. is not subject to NFA’s regulatory oversight and examinations.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect TradeStation’s current views with respect to, among other things, the future operations and financial performance of TradeStation. Forward-looking statements in this communication may be identified by the use of words such as “anticipating,” “believes,” “can,” “continue,” “continuously,” “enhance,” “expects,” “hope,” “in progress,” “intends,” “may,” “over time,” “plans,” “seeks,” “should,” “strategic,” “target,” “think,” “try,” “try to,” “will” and similar terms and phrases. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) TradeStation’s efforts regarding its revenue growth strategy, including the success of marketing expenditures and campaigns and approaches, increasing headcount to support its revenue growth strategy and its ability to grow its customer account base generally and the pace at which such growth is, or is not, accomplished, (ii) ongoing volume levels of customer trading activity and trading-related revenue generated, (iii) the product mix of transactions (among equities, options, futures and cryptocurrencies) by TradeStation’s customers, which have different levels of revenue and profitability, (iv) the success of TradeStation’s crypto account-opening/marketing promotions, and whether crypto customer accounts added through such promotions will provide further funding or deposits to, or trade in, such accounts, (v) whether TradeStation’s planned product and service enhancements, including those recently launched or currently in progress, will be considered valuable or attractive by customers and customer prospects, or completed timely, or at all, and (vi) whether federal funds target interest rates will continue to increase, and if so when, whether the effective interest rates will match the target rates, and whether TradeStation will be able to benefit through increased net interest income if those rates continue to increase.

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 4

 

The forward-looking statements contained in this communication are based on the current expectations of TradeStation and its management and are subject to risks and uncertainties. No assurance can be given that future developments affecting TradeStation will be those that are anticipated. Actual results may differ materially from current expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of TradeStation. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them.

 

Such factors include, but are not limited to: changes in general economic or political conditions; changes in the markets that TradeStation targets; slowdowns in securities or cryptocurrency trading or shifting demand for securities or cryptocurrency trading products; impacts from COVID-19; the evolving digital asset market, including the regulation thereof; possible regulations that further limit, or eliminate, the ability of TradeStation to accept payment for order flow or similar rebates; any change in laws applicable to TradeStation or any regulatory or judicial interpretation thereof; and other factors, risks and uncertainties, including those under the heading “Risk Factors” in publicly-available SEC filings made by TradeStation. Intentions or expectations disclosed in forward-looking statements may not be achieved and the recipient of this communication should not place undue reliance on such forward-looking statements. Any forward-looking statement made in this communication speaks only as of the date hereof. TradeStation undertakes no obligation to update, revise or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

Proposed Business Combination

 

As previously announced, TradeStation Group, Inc. (the “Company”) and Quantum FinTech Acquisition Corporation (“Quantum”) have entered into agreements to effect a business combination (the “Business Combination”). This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of the Company, Quantum, the combined company or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this document.

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 5

 

In connection with the proposed Business Combination between the Company and Quantum, the Company has filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that includes a proxy statement / prospectus relating to the offer of the securities to be issued by the Company. Investors, security holders and other interested persons are advised to read the Registration Statement and proxy statement / prospectus and any amendments thereto, and other relevant documents that are filed with the SEC carefully and in their entirety because they will contain important information about the Company, Quantum and the proposed Business Combination. The definitive proxy statement / prospectus will be mailed to stockholders of Quantum as of a record date to be established for voting on the proposed Business Combination. Investors, security holders and other interested persons are able to obtain copies of the Registration Statement and other documents containing important information about the Business Combination and the parties to the Business Combination as such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Quantum FinTech Acquisition Corp., 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607, Attention: Investor Relations or by email at [email protected].

 

Quantum and the Company, their respective directors and executive officers and certain investors may be considered participants in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. Information about the directors and executive officers of Quantum and their ownership is set forth in Quantum’s filings with the SEC, including its final prospectus relating to its initial public offering in February 2021, which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Quantum shareholders in connection with the proposed Business Combination, including the Company’s directors and executive officers and certain investors, are contained in the Registration Statement for the Business Combination.

 

* More information is available at TradeStation.com/Awards.

 

Contacts

 

Investors:

[email protected]

 

Media:

Madison Roberts

281-684-9857

[email protected]

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 6

 

TRADESTATION GROUP, INC.

Consolidated Statements of Income

(In thousands)

 

   Three Months Ended March  31,   Fiscal Year Ended March 31, 
   2022   2021   2022   2021 
   (unaudited)   (unaudited) 
Revenues:                
Trading-related revenue  $44,087   $51,748   $165,421   $170,046 
Subscription and other revenue   (1,548)   2,322    2,854    8,771 
Total non-interest income   42,539    54,070    168,275    178,817 
Interest income   12,855    11,922    50,814    43,131 
Interest expense   (2,782)   (985)   (9,470)   (3,296)
Net interest income   10,073    10,937    41,344    39,835 
Total net revenues   52,612    65,007    209,619    218,652 
                     
Expenses:                    
Employee compensation and benefits   23,036    21,246    91,664    74,297 
Cost of services provided   10,160    9,054    35,345    33,493 
Communications   4,036    3,694    15,543    14,191 
Marketing   18,138    5,446    57,733    17,395 
Professional services   1,969    1,592    10,091    6,321 
Occupancy and equipment   4,411    3,624    16,740    13,439 
 Depreciation and amortization   2,775    2,654    10,758    10,129 
Amortization of intangibles   2,249    2,236    8,942    8,942 
 Interest expense on borrowings   967    668    3,260    3,070 
Other expense (income)   991    (11,623)   (1,357)   4,742 
Total expenses   68,732    38,591    248,719    186,019 
                     
Income (loss) before income taxes   (16,120)   26,416    (39,100)   32,633 
Income tax expense (benefit)   (1,369)   7,149    (7,406)   8,843 
Net income (loss)  $(14,751)  $19,267   $(31,694)  $23,790 

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 7

 

Key Performance Metrics

 

   As of March 31, 
   2022    2021 
Total Customer Accounts   226,506    145,887 
Total Customer Assets ($ millions)  $12,029   $10,336 
Total Customer Cash ($ millions)  $2,908   $2,795 

 

   Three Months Ended March 31,   Fiscal Year Ended
March 31,
 
   2022    2021   2022   2021 
Daily Average Revenue Trades (DARTs)   237,694    276,959    217,405    228,914 
Gross New Accounts   62,787    27,261    129,315    79,089 

 

Total Customer Accounts is the number of customer brokerage accounts with a positive account balance at the end of the period presented.

 

Total Customer Assets is total cash and assets held in customer brokerage accounts at the end of the period presented.

 

Total Customer Cash is the aggregate cash held in customer brokerage accounts at the end of the period presented.

 

Daily Average Revenue Trades (DARTs) means daily average revenue trades made by customers. A revenue trade means one completed customer equities, options, futures, or crypto trade, regardless of the number of shares, contracts, or units included in such trade, and includes trades completed under TradeStation’s “zero commission” plans (which are supported by payment-for-order-flow, or “PFOF,” revenue). Each “side” of a futures trade is counted as one revenue trade. Partial fills of an equities order on the same day are aggregated and counted as one revenue trade. DARTs are calculated by dividing the total number of revenue trades in the period presented by the total number of “Trading Days” in the period presented. A “Trading Day” means each day during the period presented that trading is open on NYSE and Nasdaq markets. A day on which such markets close early, such as the Friday after Thanksgiving, is counted as half a day. DARTs is a general indicator, as each of the asset classes TradeStation offers has a different fee structure and level of profitability.

 

Gross New Accounts is the total number of approved customer brokerage accounts funded during the period presented, and includes accounts funded during the period presented that were opened and approved (but not funded) in a prior period, as well as accounts that were opened and funded in a prior period, but then went to a zero balance and were subtracted from Total Customer Accounts, but then were again funded during the period presented.

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 8

 

Reconciliation of Net Income (Loss) to Adjusted EBITDA

 

The following table presents a reconciliation of net income (loss), the most comparable GAAP measure, to Adjusted EBITDA.

 

TradeStation utilizes Adjusted EBITDA in the management of its business and operations. Adjusted EBITDA represents net income (loss) attributable to TradeStation before income tax expense (benefit), depreciation and amortization, interest expense, and for the periods presented has excluded certain other expenses or items, including certain severance expense, certain life insurance policy proceeds, cryptocurrency timing gains and losses and gains on investments.

 

These items are excluded from TradeStation’s Adjusted EBITDA measures because these items are non-cash in nature, are non-recurring in nature or because the amount or timing of these items is not driven by core results of operations and renders comparisons with prior periods and competitors less meaningful. TradeStation believes Adjusted EBITDA provides useful information to investors and others in understanding and evaluating its results of operations, and also provides a useful measure for period-to-period comparisons of its business performance. Moreover, TradeStation has included Adjusted EBITDA in this announcement because it is a key measurement used by its management internally to make operating decisions, including those related to operating expenses, evaluating performance and performing strategic planning and annual budgeting. However, TradeStation does not consider Adjusted EBITDA in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP.

 

TradeStation Group Reports Results for Three Months and Fiscal Year Ended March 31, 2022

Page 9

 

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)

 

   Three Months Ended March 31,   Fiscal Year Ended March 31, 
   2022   2021   2022   2021 
                 
Net Income (loss)  $(14,751)  $19,267   $(31,694)  $23,790 
Income tax expense (benefit)   (1,369)   7,149    (7,406)   8,843 
Depreciation and amortization   5,024    4,890    19,700    19,071 
Interest expense   967    668    3,260    3,070 
EBITDA   (10,129)   31,974    (16,140)   54,774 
Adjustments:                    
Severance expense (1)   -    -    -    1,700 
Life insurance policy proceeds (2)   (1,841)   -    (1,841)   - 
Crypto timing gains and losses (3)   (49)   (13,289)   (83)   (2,875)
Gain on investment (4)   -    -    (8,146)   - 
Adjusted EBITDA  $(12,019)  $18,685   $(26,210)  $53,599 

 

(1)“Severance expense” related to a planned reduction-in-force that occurred in the June 2020 fiscal quarter

 

(2)“Life insurance policy proceeds” related to a claim under the company-owned death-benefit insurance feature of the company’s employee deferred compensation program.

 

(3)“Crypto timing gains and losses” related to temporary gains or losses for crypto assets recognized due to certain mark-to-market adjustments, but later offset (netted to zero) as the asset positions were closed out

 

(4)“Gain on investment” related to appreciation of a minority investment made by the company in a digital assets vendor firm

 

 

 

 

Exhibit 99.3

 

Monex Group Conference Call Script, TradeStation Group CEO Portion

Three months and fiscal year ended March 31, 2022

 

Date: April 27, 2022

 

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect TradeStation Group, Inc.’s current views with respect to, among other things, the future operations and financial performance of TradeStation Group, Inc. (“TradeStation”). Forward-looking statements in this communication may be identified by the use of words such as “anticipating,” “believes,” “can,” “continue,” “continuously,” “could,” “enhance,” “expects,” “hope,” “in progress,” “intends,” “may,” “over time,” “planned,” “seeks,” “should,” “strategic,” “target,” “think,” “try,” “try to,” “will” and similar terms and phrases. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) TradeStation’s efforts regarding its revenue growth strategy, including the success of marketing expenditures and campaigns and approaches and its ability to grow its customer account base generally and the pace at which such growth is, or is not, accomplished, (ii) ongoing volume levels of customer trading activity and trading-related revenue generated, (iii) the success, or lack thereof, of TradeStation’s crypto account-opening/marketing promotion, and whether crypto customer accounts added through such promotion will provide further funding or deposits to, or trade in, such accounts, (iv) whether TradeStation’s planned product and service enhancements, including those recently launched or currently in progress, will be considered valuable or attractive by customers and customer prospects, or completed timely, or at all, and (v) whether federal fund target interest rates will continue to increase, and if so when, whether the effective interest rates will match the target rates, and whether TradeStation will be able to benefit through increased net interest income if those rates continue to increase.

 

The forward-looking statements contained in this communication are based on the current expectations of TradeStation and its management and are subject to risks and uncertainties. No assurance can be given that future developments affecting TradeStation will be those that are anticipated. Actual results may differ materially from current expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of TradeStation. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 

Such factors include, but are not limited to: changes in general economic or political conditions; changes in the markets that TradeStation targets; slowdowns in securities or cryptocurrency trading or shifting demand for securities or cryptocurrency trading products; the impact of the ongoing COVID-19 pandemic; the evolving digital asset market, including the regulation thereof; possible regulations that further limit, or eliminate, the ability of TradeStation to accept payment for order flow or similar rebates; any change in laws applicable to TradeStation or any regulatory or judicial interpretation thereof; and other factors, risks and uncertainties, including those under the heading “Risk Factors” in publicly-available SEC filings made by TradeStation. Intentions or expectations disclosed in forward-looking statements may not be achieved and the recipient of this communication should not place undue reliance on such forward-looking statements. Any forward-looking statement made in this communication speaks only as of the date hereof. TradeStation undertakes no obligation to update, revise or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

As previously announced, TradeStation and Quantum FinTech Acquisition Corporation (“Quantum”) have entered into agreements to effect a business combination (the “Business Combination”). This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of TradeStation, Quantum, the combined company or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this presentation.

 

 

 

 

In connection with the proposed Business Combination between TradeStation and Quantum, TradeStation has filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that includes a proxy statement / prospectus relating to the offer of the securities to be issued to Quantum. Investors, security holders and other interested persons are advised to read the Registration Statement and proxy statement / prospectus and any amendments thereto, and other relevant documents that are filed with the SEC carefully and in their entirety because they will contain important information about TradeStation, Quantum and the proposed Business Combination. The definitive proxy statement / prospectus will be mailed to stockholders of Quantum as of a record date to be established for voting on the proposed Business Combination. Investors, security holders and other interested persons can also obtain copies of the Registration Statement and other documents containing important information about the Business Combination and the parties to the Business Combination as such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Quantum FinTech Acquisition Corp., 4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607, Attention: Investor Relations or by email at [email protected].

 

Quantum and TradeStation, their respective directors and executive officers and certain investors may be considered participants in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. Information about the directors and executive officers of Quantum and their ownership is set forth in Quantum’s filings with the SEC, including its final prospectus relating to its initial public offering in February 2021, which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Quantum shareholders in connection with the proposed Business Combination, including TradeStation’s directors and executive officers and certain investors, is contained in the Registration Statement for the Business Combination.

 

Thank you, Oki, and hello everyone.

 

TradeStation’s results for the three months and fiscal year ended March 31, 2022 reflect progress toward the initial phase of our growth strategy, the continued versatility of our multi-asset platform, and the dynamic nature of our operations and this sector.

 

I’ll begin my comments with a brief overview of our operating and financial results for the fiscal fourth quarter ended March 31, 2022. Revenue declined by 19.1 percent year-over-year primarily due to lower trading-related revenue and net interest income.

 

To many involved in this sector, a year-over-year decline in revenue from customer trading volume was what was generally expected, as these results compare to the peak of the unusually active COVID-19 pandemic and social-media related trading activities of late 2020 and early 2021.

 

In fact, this fiscal fourth quarter was the most challenging in terms of prior-year comparisons. In the March 2022 quarter, TradeStation’s DARTs were 14.2 percent lower than the prior-year period, and this was largely due to a decline in equities DARTs. Average VIX was also 17% lower than it was for the March 2021 quarter

 

But our year-over-year results also reflect the value of TradeStation’s multi-asset platform. For example, while our customers’ equities and crypto trading declined, options trading increased by more than 20 percent and futures trading by almost 15 percent in the March 2022 quarter as compared to the prior year’s March quarter.

 

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Net interest income for the March 2022 quarter declined from the prior-year period, driven by lower crypto asset lending, lower interest earned on customer cash, and lower margin use by customers. We do think, however, that the net interest income we earn on customer cash balances may increase in the next several fiscal quarters if the federal funds interest rate continues to rise as many economists and industry analysts are currently anticipating. With almost $3 billion of total customer cash on our balance sheet, the impact of each 25-basis point increase in the federal funds rate could increase interest earned on those balances by up to approximately $7 million to $7.5 million annualized.

 

Looking at our quarter over quarter results, we saw sequential growth in trading activity in certain areas as customers may have been responding to increased market volatility and inflation by increasing their trading in equities, options and futures. Equities trading increased by [ ] percent in the March 2022 quarter when compared to the December 2021 quarter, options trading increased by 17 percent in the March quarter when compared to the December quarter, and futures trading increased by almost 25 percent in the March quarter when compared to the December quarter.

 

We believe this recent change in mix in trading activity on our platform speaks to an important differentiator for TradeStation, which is the features-rich trading experience our customers enjoy across multiple asset categories. We think this distinction is important as we continue to grow our platform and enhance our product offerings. During the past fiscal year, we realized significant account growth. We ended the fiscal year with more than 226,000 total accounts, which was up by about 55 percent from the prior fiscal year. Even when excluding approximately 43,600 accounts that were added through a crypto account promotional campaign that have thus far been inactive, total account growth exceeded 25 percent from the end of the prior fiscal year.

 

We have added 225 people to our employee base during fiscal 2022, and those new employees are principally in our product development and operations areas. The product development teams are focused on three key pillars to enhance TradeStation’s platform and to increase our reach in the fintech space. Those pillars are:

 

An enhanced customers experience on our award-winning brokerage platform;

 

Further building out the infrastructure for our crypto offering, including native integration into our proprietary TradeStation Web and mobile platforms, and adding new cryptocurrencies to our offering, which we expect to accomplish later this year; and
   
Expanding relationships that can generate additional account growth and revenue by opening TradeStation’s platform to third parties through a Brokerage-As-A-Service model that is built around API-centered offerings where we use our advanced API technology to integrate seamlessly with third-party applications.

 

This is our strategy: To grow our account base efficiently, constantly innovate to improve on our business-to-consumer offerings, grow a high-quality cryptocurrency offering and build out attractive business-to-business opportunities.

 

To execute effectively and responsibly on this strategy, we actively manage our marketing investment with a view toward achieving efficient account acquisition cost in the long term, as well as the number and timing of our development projects.

 

As an example, while our marketing spend increased substantially, as planned, throughout the past fiscal year as compared to the prior year, our marketing spend in the fourth fiscal quarter declined by 20 percent as compared to the third fiscal quarter. Part of this decrease was due to how we previously planned our marketing spend throughout the year, and part was due to adjustments in advertising spend we recently made, based on real-time performance metrics, with the goal of improving account acquisition cost efficiencies. And, while headcount continued to grow, we have carefully managed the pace of that growth throughout the fiscal year just ended based on what we believe is needed to support the business and development of product enhancements.

 

Thank you for your time, and we look forward to continuing to update you on the progress of these initiatives. Oki . . .

 

 

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