TIVP069 (Video): OTC Markets (OTCM): A Picks and Shovels Play in Modern Capital Markets w/ Kyle Grieve & Shawn O'Malley
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摘要
Kyle Grieve and Shawn O’Malley analyze OTC Markets Group, a hidden infrastructure company that collects tolls on over 12,000 securities while operating with fewer than 130 employees. They explore why OTCM is the only viable option for small companies and international firms seeking access to the US market, and how this quasi-monopoly has generated exceptional returns without debt or excessive dilution. By the end, you'll understand the durable competitive moats protecting this business and whether the current stock price offers an attractive entry point for value investors.
IN THIS EPISODE YOU’LL LEARN:
(00:00:00) Intro
(00:00:42) Why OTC Markets operates as a hidden monopoly, most investors have never heard of
(00:02:25) The three business segments generating recurring revenue from market infrastructure
(00:08:26) How OTCM's pricing power compares to other monopolistic businesses
(00:14:10) Why 130 employees can manage the infrastructure for over 12,000 securities
(00:18:58) What keeps customers so loyal
(00:24:28) How regulatory relationships create barriers to entry
(00:47:49) The surprising reason declining subscriber counts might not be concerning
(00:52:23) The exceptional unit economics that make Corporate Services so profitable
(00:55:53) Why management's capital allocation approach is so different from that of typical CEOs
(01:13:28) Valuation discussion of OTCM
(01:15:38) Intrinsic value of OTCM
(01:16:37) Whether this hidden infrastructure gem deserves a spot in your portfolio
Disclaimer: Slight discrepancies in the timestamps may occur due to podcast platform differences.
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中英文字稿 
每次你购买一支不在纽约证券交易所或纳斯达克交易的股票，或者购买一家外国公司、小盘股、粉单市场股票的时候，其实都有一家公司在背后收取费用。你可能从未考虑过他们，而他们也从未想着让你了解他们。那家公司就是OTC Markets。这里有个惊人的事实：他们的平台涵盖超过12,000种证券，比两大主要交易所加起来还要多，但整个公司的员工人数却不到130人。
▶ 英文原文 ⏱
Every time you buy a stock that doesn't trade on the New York Stock Exchange or NASDAQ, a foreign company, a small cap, a pink sheet name, there's a company in the background collecting a toll. You've probably never thought about them, and they've never thought about making you think about them. That company is OTC Markets, and here's a wild fact. The platform they run covers over 12,000 securities, more than both major exchanges combined, yet the whole operation runs on fewer than 130 people.
今天，我们将探讨一家大多数投资者可能从未听说过的企业，这家公司在过去十年中默默地以每年14%的速度积累自由现金流，并探讨它是否能继续保持这一增长。您正在收听的是由投资者播客网络推出的“内在价值播客”。自2014年以来，我们已超过1.8亿次下载，从全球顶级投资者那里直接学习。现在，我们每周应用这些经验教训来分析企业和投资机会，帮助您发现内在价值。
▶ 英文原文 ⏱
Today, we find out how a business that most investors have never even heard of has quietly compounded free cash flow at 14% annually over a decade, and whether it can continue doing it. You're listening to the Intrinsic Value Podcast by the Investors Podcast Network. Since 2014, with over 180 million downloads, we've learned directly from the world's best investors. Now, we're applying those lessons to analyze businesses and investment opportunities every week, helping you uncover intrinsic value.
本节目不构成投资建议，仅供信息分享和娱乐目的。主持人和嘉宾所表达的观点仅代表他们个人的意见，他们可能在讨论的证券中有投资。现在，让我们欢迎主持人Sean O'Malley和Kyle Greve。在开始之前，给我们的听众一个小提醒。Intrinsic Value Podcast现已在原名为We Study Billionaires的Investors Podcast频道上联合发布。如果你是在Intrinsic Value Podcast上收听的节目，不会有任何变化。
▶ 英文原文 ⏱
This show is not investment advice. It's intended for informational and entertainment purposes only. All opinions expressed by hosts and guests are solely their own, and they may have investments in the securities discussed. And now, here are your hosts, Sean O'Malley and Kyle Greve. Before we get started, a quick heads up for our listeners. The Intrinsic Value Podcast is now being jointly published on the Investors Podcast feed, formerly known as We Study Billionaires. If you are hearing this on the Intrinsic Value Podcast feed, nothing changes for you.
在这里你将继续收到每一集节目。但如果你希望提前收听我们的内容，并获取公司分析及Investors Podcast Network的全部内容，你也可以在我们的新频道找到我们。我们在这一集的描述中附上了直接链接，或者你可以在播客应用中搜索“The Investors Podcast”并订阅。深入分析和股票解读都不变，只是平台更大。感谢您的收听，现在让我们进入今天的节目。
▶ 英文原文 ⏱
You will keep getting every episode right here. But if you want early access to our episodes and company coverage alongside the full lineup of content from the Investors Podcast Network, you can find us on the new feed as well. So we've included a direct link in the episode description, or you can simply search The Investors Podcast in your podcast app and hit subscribe. Same deep dives, same stock breakdowns, just a bigger home. Thank you for listening, and let's get into today's episode.
嗨，大家好。今天，我们将继续探寻内在价值，深入了解支撑金融市场的基础设施和运营。本次我们会关注一家名为OTC Markets Group的公司。如果你曾经在美国投资，并且不是在纽约证券交易所或纳斯达克上市的公司，那么很有可能你已经接触过OTC Markets。OTC 是 "场外交易" 的意思。
▶ 英文原文 ⏱
Hey, folks. Today, we will continue our hunt for intrinsic value by going deep into the infrastructure and operations that underpin financial markets with a company called OTC Markets Group. And if you've ever invested in the U.S. and companies not listed on the New York Stock Exchange or NASDAQ, there's a pretty good chance, whether you realize it or not, that you've come across OTC Markets before, where OTC stands for over-the-counter.
从市值角度来看，这是一家小公司。但我认为可以公平地说，它在金融系统中扮演着极其重要的角色，这使得公司能创造出一些令人瞠目结舌的财务结果。没错。我记得多年前听过莫尼什·帕布莱的一次谈话，他提到他最喜欢的投资方法之一就是在一个国家找到一个具有广泛护城河的企业模式，然后把这个模式应用到另一个国家。
▶ 英文原文 ⏱
And in market cap terms, it is a small company. I think it's fair to say it has a hugely important role in the financial system, and that has enabled the company to generate some really eye-popping financial results. That's right. So I remember listening to one of Monish Pabrai's chats a number of years ago, where he said that one of his favorite ways of finding a new investment idea was to simply just find a wide moat business in one country that was being applied to yet another country.
现在，OTC Markets 不完全符合上述条件，因为它在美国运营，但它是为数不多的可用资本市场基础设施之一，并且拥有非常独特的竞争优势。此外，OTCM 还有着丰富的历史。现任 CEO Cromwell Coulson 早在 1997 年就与一个投资团体一起购买了 Pinksheets，将这一业务带入数字时代。
▶ 英文原文 ⏱
Now, OTC Markets doesn't quite fit this bill as it's operational in the U.S., but it's among a very small number of capital market infrastructure plays that are available, and it has very, very unique competitive advantages. Now, OTCM also has a very rich history. So its current CEO, Cromwell Coulson, bought Pinksheets with an investor group way back in 1997 to bring the business into the digital age.
随着业务的发展，他们经历了多次品牌重塑，从最初的国家报价局到Pinksheets，再到Pinksheets OTC，最后变成了OTC Markets Group。在这个过程中，他们展现了卓越的可持续增长，业绩可谓不言自明。OTCM的数据显示，过去十年间，其收入年复合增长率（CAGR）达到11%，利润达到13%，而自由现金流则增长了14%。
▶ 英文原文 ⏱
And as he developed the business, they went through a number of rebrandings, going from the National Quotation Bureau to Pinksheets to Pinksheets OTC, and finally to OTC Markets Group. And as they've evolved, they've shown just terrific sustainable growth. The numbers really just speak for themselves. So OTCM boasts a 10-year kegger in revenue of 11%, profits 13%, and free cash flow 14%.
更令人印象深刻的是，他们在实现这一目标的同时，股本从十年前的仅1,110万美元增加到今天的1,180万美元。而且，如果你认为他们是通过增加负债来扩展业务，那你就错了，因为自2016年以来，他们一直没有债务。任何一家企业如果能在十年间每年以两位数的增长率增加收入和利润，那真的是非常了不起的成绩。
▶ 英文原文 ⏱
And more impressively, they've done this while the share account has gone from only $11.1 million a decade ago to just $11.8 million today. And if you think that they've scaled as a result of debt, that would also be wrong, as they've carried zero debt since 2016. Anytime you have a business compounding revenue and profits annually at double-digit rates for a decade, that's extremely impressive.
更何况，正如你所说，该公司基本上不需要债务融资，这一点十分合理，因为你会发现这家公司的毛利率接近60%，营业利润率为34%，实际上比Alphabet的营业利润率还要高。当然，我们将深入探讨这背后的原因，以及是什么推动了这家公司的增长和令人印象深刻的盈利能力。
▶ 英文原文 ⏱
And even more so when, as you said, basically no debt funding was needed either, which just makes sense when you see that the company has nearly 60% gross margins and 34% operating profit margins, which I'll say is actually higher than Alphabet's operating margins. So we will, of course, get into all that and what has driven that growth and the impressive profitability of this company.
好的，让我们先讨论一下他们公司具体做些什么，因为他们涉及的领域有很多，是吧？没错，Sean。他们有三个主要的业务板块。第一个叫做OTC Link，这是公司的交易基础设施部分。
▶ 英文原文 ⏱
But let's start with discussing what it is they exactly do as a company because it's a number of different things, isn't it? That's right, Sean. Yeah. So they have three primary segments. So the first one here is called OTC Link. So this is the trading infrastructure part of the business.
那么，让我们通过一个实际投资者的视角来看这个问题。假设我想购买一家在美国场外交易市场（OTC）上市的公司的股票。显然，我人在加拿大，但就假设我在美国。我会登陆我的Schwab账户，买一些股票。对我来说，这样操作好像很简单，对吧？但实际上，在幕后有许多我完全不了解的事情正在发生。
▶ 英文原文 ⏱
So let's kind of look at this through the lens of an actual investor. Let's say that I want to buy shares in a business that's trading in the OTC, over-the-counter markets, in the US. So I'm obviously in Canada, but let's say I'm in the US. I would log into, let's say, my Schwab account. I'd buy some shares. And to me, that's just as easy as that, right? But there's actually a number of things going on in the background that I'm completely unaware of.
首先，我需要获取该股票的报价。如果我出价，OTC Link 会通知其他市场做市商我愿意以这个价格购买。然后，市场做市商可能会接受、还价或拒绝这个报价。假设购买被接受，那么交易就会被执行。交易执行后，需要向金融行业监管机构（如 FINRA）报告。基本上，每次我通过任何券商在 OTC（场外交易市场）进行交易时，OTC Link 都会因为其现有基础设施而收取通行费。
▶ 英文原文 ⏱
So first, I have to get a quote on the price of the stock. If I make a bid, OTC Link will then message other market makers that I'm willing to buy at the quoted price. The market makers will then accept, counter, or decline that offer. But let's say the buy is accepted, then the trade is then executed. After the trade's executed, it has to be reported to regulatory bodies like the Financial Industry Regulatory Authority or FINRA. So essentially, every time I make a trade on the OTC through any brokerage, OTC Link is collecting a toll fee as part of the transaction due to its existing infrastructure.
这在很大程度上依赖于交易量，因此根据市场状况可能会相当不稳定。现在，第二个部分叫做企业服务。这部分业务是为想在美国市场上市的公司提供服务。但也许你不想花费大量时间和金钱在纽约证券交易所或纳斯达克进行首次上市。在这种情况下，OTCM是一个很好的替代选择。你基本上只需要支付一次性申请费和年费给OTC，便可以进入OTC提供的特定层级。
▶ 英文原文 ⏱
And this is based a lot on trading volume and can therefore be quite volatile depending on market conditions. Now, the second segment is called corporate services. This part of the business serves individual corporations that want to list on U.S. markets. But maybe you don't want to bother with the time and cost of a primary listing on the New York Stock Exchange or the NASDAQ. In that case, OTCM is a great alternative. You basically are going to pay a one-time application fee and an annual fee to OTC to be on a specific tier that OTC offers.
现在，一旦你上市，你必须通过披露声明和新闻服务来通知投资者。此外，你还需要知道你的股票在美国所有50个州是否合法交易。由于这些费用大多是固定的，场外交易(OTC)的费用不受市场波动影响，因此它的周期性较弱。第三个部分是市场数据授权。这显然与数据有关。由于他们涵盖12,000多种证券，因此能够捕捉大量数据，并已经将这些数据货币化，供多个潜在用户使用。
▶ 英文原文 ⏱
Now, once you go public, you have to keep your investors informed with disclosure statements and news services. You also need to know whether your stock is legal to trade in all 50 states. And since these fees are largely fixed, OTC is paid regardless of what's happening in the market so it's a little bit less cyclical. The third part here is the market data licensing aspect. So this is obviously a data angle. Since they are able to capture so much data as they cover 12,000 plus securities, they've basically monetized that data for a number of potential users.
因此，经纪人、交易商和交易公司需要实时的场外交易股票数据以便准确定价。他们可能会订阅OTCM的实时或延迟数据馈送。他们为这种证券的现场市场信息付费，这些证券不会在其他交易所（如NASDAQ或NYSE）上进行交易。他们还通过像彭博这样的再分销商获得OTCM的数据许可，以便在他们自己的客户彭博终端上使用。最后，OTCM还将帮助处理合规相关数据，并帮助合规官员识别需要潜在调查的企业。
▶ 英文原文 ⏱
So broker, dealers, and trading firms require real-time data on OTC stocks to price them correctly. They might subscribe to OTCM's real-time or delayed data feeds. They're paying for this kind of live market intelligence on securities that just aren't going to be trading on other exchanges like NASDAQ or NYSE. They also get redistributors like Bloomberg to license OTCM's data to use on their own customers' Bloomberg terminals. And then finally, OTCM will help deal with compliance specific data and help flag businesses to compliance officers for any potential investigations.
我觉得这里有必要提到，尽管纽约证券交易所和纳斯达克吸引了大部分的注意力，但在美国，有超过一万家公司在场外交易市场（OTC）进行交易，这数量超过了纽约证券交易所和纳斯达克加在一起。而且，OTC市场是一个非常重要的平台，可以帮助公司进入美国资本市场，无需像在主要证券交易所那样花费大量的时间和精力在合规上。因此，这些公司虽然没有标准普尔500指数或纳斯达克100指数的公司那么引人注目，但仍有相当多的公司依靠OTC市场来获取资金和为其股票提供流动性。
▶ 英文原文 ⏱
I think it's really important to mention here that even though the New York Stock Exchange and NASDAQ get all of the attention, there are over 10,000 companies that trade OTC in the U.S., which is more than the New York Stock Exchange and NASDAQ combined. And as such, it is a very important place to help companies access U.S. capital markets without needing to spend as much time and energy on compliance as would be needed on the major stock exchanges. So these businesses are definitely not as sexy as the S&P 500 or the NASDAQ 100, but there is nevertheless a substantial number of companies that rely on OTC markets for financing and for liquidity in their shares.
正如你所提到的，这里似乎有三个核心业务板块。那么我们为什么不更详细地看看它们每个板块是如何产生收入的呢？是的，对于一个有多个业务板块的公司，我并不意外地看到某些板块在短期内表现优于其他板块。在分析这个公司时，我最初的设想是OTC连接板块可能是最具周期性的。
▶ 英文原文 ⏱
And as you outlined, it looks like there's three core business segments here. So why don't we just zoom in more on how they generate revenue within each of those groups? Yeah, so as I'd expect with a business with multiple segments, I'm just not really that surprised to see that there's certain segments that outperform others in the short term. So going into analyzing this business, my original assumption was that OTC link segment would probably be the most cyclical.
我觉得确实如此，但说实话，所有的业务板块都增长得非常好。你知道，经过足够长的时间，它们的增长速度都很不错。在过去的十年里，OTC链接的收入年均复合增长率约为11%。企业服务和市场数据授权的收入年均复合增长率分别约为10%。那么，让我们深入了解一下这些业务板块是如何为OTCM创造收入的。
▶ 英文原文 ⏱
And I think it is, but to be honest, all the segments have grown very, very nicely. And, you know, over a long enough time period, they've all gone up at a nice clip. So in the last decade, OTC link has keggered revenue at about 11%. Corporate services and market data licensing of each keggered revenue at about 10% as well. So let's get into how each of these segments make revenue for OTCM.
第一个，OTC Link通过两种方式赚钱。首先是简单的订阅模式。正如我稍早提到的，经纪交易商需要支付每月费用，以访问OTC Link的另类交易系统（ATS）。这包括连通性费用和每次使用应用程序所需的使用费。第二是基于使用的费用和交易费。例如，在使用ATS时，经纪交易商需要按每个证券支付费用，以便发布股票报价并向能够执行这些交易的人发送交易信息。
▶ 英文原文 ⏱
So the first one, OTC link earns money in two ways. So the first is simple, subscriptions. So as I mentioned a little earlier, broker dealers pay a monthly fee to access OTC link's alternative trading system or ATS. So the included connectivity fees as well as per usage fees for use of each of their applications. Second, there are usage-based fees and transaction fees. For instance, when using an ATS, broker dealers will pay a per security fee to publish stock quotes and send trade messages to other people who can execute those trades.
OTC Link目前占了约21%的收入，大约是2600万美元。第二个是市场数据许可业务。在我看来，这个比OTC Link要简单得多。和大多数数据提供商一样，他们出售按月、按季度或按年计算的定期许可。这种服务的收费可以按企业或用户的数量来计算。这个业务有两种主要的分销渠道，第一种是直接销售，第二种是通过像Bloomberg或Refinitiv这样的第三方分销商。这部分业务约占收入的40%，大约是4000万美元。
▶ 英文原文 ⏱
OTC link currently accounts for about 21% of revenue at about $26 million. Second is the market data licensing segment. So this is a lot more straightforward, in my opinion, than OTC link. Like most data providers, they sell a recurring license on either a monthly, quarterly, or annual basis. This is packaged on either a per enterprise or per user basis. This segment has kind of two types of delivery channels, the first being direct sales and third-party redistributors such as Bloomberg or Refinitiv. This segment accounts for about 40% of revenue at about $40 million.
第三个板块是企业服务。如果一家公司想要进入OTC市场之一，他们需要支付一笔订阅费用，以便将他们的证券列入OTC的一个市场。重要的是，这些费用并不随市值、股价或交易量变化，它们是固定的，因此波动性较小。企业服务约占收入的39%，大约为4900万美元。
▶ 英文原文 ⏱
The third segment is corporate services. So if a company wants to be in one of OTC's markets, they pay a subscription fee to have their security designated on one of OTC's markets. And importantly, these fees don't scale with market cap, share price, or volume. They're flat, so it's a lot less cyclical. Corporate services makes up about 39% of revenue at about $49 million.
我认为，可以这样理解：合规性有不同的等级，而这些等级伴随着不同的成本。根据你公司的规模、所在的地区，以及你愿意在审计和披露所有必要信息方面投入多少资金，你可以自行选择适合的场外交易市场（OTC市场）组、交易所或市场的等级。
▶ 英文原文 ⏱
So I think the way to think about it is that there's different tiers of compliance that come with various costs. And so based on the size of your company and where you're based in the world and really just what you're willing to invest in audited, disclosing everything that needs to be disclosed, there's almost like a self-select of which tier of OTC market groups, exchanges, or markets that you want to participate in.
我认为，可以公平地说，OTC市场集团几乎是一种准垄断，对吧？虽然有纽约证券交易所和纳斯达克作为竞争对手，但如果你想进入美国市场而不想承受这些主要交易所的严格上市限制和费用，那么OTC市场实际上是唯一的选择。此外，如果你的企业规模太小，纽约证券交易所和纳斯达克根本不会为你提供服务。
▶ 英文原文 ⏱
And I think it would be fair to say that OTC markets group is very much a quasi-monopoly, right? So you have the New York Stock Exchange and you have the NASDAQ as competitors. But OTCM is really the only alternative if you want to access US markets without the very strict listing restrictions and fees that come with those primary exchanges. And beyond that, if you're too small of a business, the New York Stock Exchange and NASDAQ just simply won't serve you.
这意味着场外交易市场（OTC市场）是你唯一的选择。所以，我觉得这个比喻已经被用得太多了，但人们总是说，在淘金热中卖镐子和铲子要比自己去淘金更有商业价值。而在我看来，对于整体股市的增长投资来说，OTC市场就像是一个卖镐子和铲子的公司。
▶ 英文原文 ⏱
And that leaves OTC markets as your only option. And so I think it's a really worn out analogy, but people always talk about selling picks and shovels during a gold rush and how that's a better business than actually trying to find gold in a gold rush. And to me, OTC markets is very much a picks and shovels company for investing in the growth of equity markets in aggregate.
有趣的是，纽约证券交易所作为一家公司，通过洲际交易所集团（Intercontinental Exchange Group），股票代码是ICE，也在公开市场上进行交易。当你将其估值与场外交易市场（OTC Markets）进行比较时，OTC Markets的市盈率大约是其每股经营利润的15倍，我认为对于这种业务质量来说，这是一个非常合理的估值。而纽约证券交易所的母公司，市盈率几乎是每股经营利润的23倍。
▶ 英文原文 ⏱
And so what's interesting though is that the New York Stock Exchange as a company is also publicly traded via intercontinental exchange group ticker ICE. And when you compare its valuation to OTC markets, OTCM trades at about 15 times operating profits per share, which I think is a very reasonable valuation for the quality of the business versus almost 23 times operating profits for the New York Stock Exchange's parent company.
意思是：“总之，他们两个都是很优秀的公司，但其中一家受到的关注更多，因此估值更高，尽管OTCM实际上服务了更广泛的市场。一般来说，尤其是与其他证券交易所公司相比，我想了解你如何看待OTCM集团的定价能力。”
▶ 英文原文 ⏱
And so point being, they are both excellent businesses, but one gets much more attention and therefore trades at a more premium valuation than the other, despite OTCM actually serving a broader swath of the market. But just generally and maybe compared to these other stock exchange businesses too, I'm wondering how you think about what kind of pricing power OTCM group has.
是这样的，如果你是一家小型新兴市场公司，那么即便你真的非常愿意，能够在纽约证券交易所或纳斯达克上市的机会还是相当渺茫的。如果你想寻求更多的资金来发展业务，那么接下来的最佳选择很可能就是去场外交易市场（OTCM）。
▶ 英文原文 ⏱
Yeah, so if you're a small emerging market company, chances are pretty slim that you're going to be able to get listed on the New York Stock Exchange or NASDAQ even if you really, really wanted to. And if you're looking for more capital to grow as a business, then your next best option is simply just going to be the OTCM.
因此，这使得OTCM能够真正自主定价这些服务，因为没有太多其他选择。一个可能的替代选择是在加拿大上市。在加拿大，我们有TSX创业交易所，它允许规模很小的公司筹集资金。实际上，美国公司在TSX创业交易所上市的历史相当悠久，这通常是因为他们无法在美国获得资金。
▶ 英文原文 ⏱
So this gives OTCM the ability to really just set its own prices for these services as there's just not that many other options. So one potential other option is just a list in Canada. So in Canada, we have the TSX Venture Exchange and that allows small companies that are very small to raise capital and we actually have a very long history of American companies actually just listing on the TSX Venture Exchange just because they, for whatever reason, can't access capital in the US.
但实际上，除此之外，并没有太多选择。这反而带来了一些非常好的优势。因此，OTCM拥有一个非常稳定的客户群。从历史数据来看，大约90%的OTCQB公司会续订他们的服务，而OTCQX的保留率约为95%。
▶ 英文原文 ⏱
But really outside of that, there's just not that many options. And then that creates some really, really good advantages. So OTCM has a very sticky customer base. Historically, about 90% of companies on the OTCQB renew their services and OTCQX has a retention rate around 95%.
大约一年前，我有点开始涉猎研究这个行业，当时我正考虑把它推荐给我们的同事丹尼尔·曼卡。但我发现这个行业的术语实在太多，让人头晕。相比之下，我觉得去关注像优步这样的公司更让我感兴趣，这也可能导致接下来的六个月我朝着完全不同的方向发展。
▶ 英文原文 ⏱
It's funny because I kind of dipped my toe into researching this business about a year ago when I was thinking about pitching it to our colleague Daniel Manka. But I just found all the jargon around the business and really the industry they operate in, it's just, it's head spinning. And I don't know, I think I get more excited about just covering a company like Uber and then that just led me in a completely different direction probably over the next six months.
这段内容会包含很多专业术语，先来解释一下OTCQB和OTCQX的区别，因为这是OTCM集团运营的两个不同级别的市场。那这些术语到底是什么意思呢？我先表明立场，我完全同意你的观点，Sean。在查看他们的财务报表时，充满了各种缩写，需要花时间逐一搞清楚。我必须逐个写下来，然后区分清楚哪个是哪个。因此，是的，我同意，确实让人头晕。但我仍然认为这是一个非常有趣的生意。
▶ 英文原文 ⏱
But this is an episode just to be clear that will be heavy on jargon. So just to make sure everyone is on the same page, let's go over the difference between OTCQB and OTCQX because these are two different tiers of markets that OTCM group operate. So what do those terms actually mean? I'll start this off by saying I completely agree with you, Sean. When you're just looking at the three segments on their financials, it's literally just full of different acronyms and it takes time. I literally had to just go through every single one of them, write them all out and be like, okay, this is that, that's this. So yes, I agree. Completely head spinning, but I still think it's a really interesting business.
让我来回答你的问题。对于OTCM的企业服务，他们为国际公司和美国公司设置了不同的板块。其中一个板块叫做OTCQX，这个板块通常包括大公司，而且它们通常在外国交易所上市。对于规模较小或更具风险投资性质的公司，OTCM提供了OTCQB。那些基本符合某些参与标准但不完全满足OTCQX或OTCQB要求的公司可以选择在OTCID上市。如果公司希望要求尽可能少，它们可以选择在粉单市场或专家限制市场上市。
▶ 英文原文 ⏱
So let me answer your question here. So for OTCM's corporate services, they have these separate segments for international and U.S. companies. So that segment is called the OTCQX. These tend to be larger businesses and they're usually on foreign exchanges. For businesses that are smaller or more venture-type businesses, OTCM has the OTCQB. Now, businesses with a baseline level of engagement that do not meet the full requirements of OTCQX or OTCQB can then list on the OTCID and if a company wants as few requirements as possible, they can then list on the pink limited market or the expert restricted market.
你可以看到，这里有很多不同的选项，这可能会让人感觉有些复杂。但我想回到你几分钟前提到的OTCM的定价能力。其实，他们在企业服务板块上一直有提高费用的历史。比如在2017年之前，OTCQX——这是针对较大公司的板块——他们的年费大约为15,000美元。而在2021年的文件中，他们披露的年费大约为23,000美元，并且表示之后还将继续每年提高约3%到5%。
▶ 英文原文 ⏱
So you can see here, there's just so many different options and that's where things get a little bit convoluted. But I want to get back here to OTCM's pricing power that you mentioned a few questions ago. So they have a pretty rich history of actually raising frees across the board for their corporate services segment. So pre-2017, OTCQX, so this is again, it's a segment for the larger companies, they had annual fees of around $15,000. In 2021 filing, they disclosed that that fee was around $23,000 and after that, they disclosed that they would continue increasing that fee at about 3% to 5% annually.
因此，现今他们实际上并不会告诉你具体的费用是多少，但我们可以推测，可能每年大概在26,000美元左右。此外，市场数据的许可费用也上涨了，不过要找到几年之前的数据就更难了。不过，通过进行这个实验，我们可以发现一些情况。在2023到2024年间，重新分配费用和回扣在市场数据许可收入中的比例下降了，这对OTCM来说从技术上讲不是好事，这一比例从大约11%降到了现在的8%。接下来，在2025年，OTCM宣布提高专业和非专业用户的许可证价格，这使得该领域的收入在短短一年内增加了15%。
▶ 英文原文 ⏱
So today, they don't actually tell you what that fee is but we can infer that it's probably somewhere around $26,000 a year. Now, on top of that, market data licensing fees have also increased but it's a lot harder to find data going back more than just a few years. But we can see a few things from just doing that experiment. So in 2023 to 2024, redistribution fees and rebates went down as a share of the market data licensing revenue which technically isn't good for OTCM so it's gone down from about 11% to 8% today. Now, in 2025, OTCM announced a price increase for professional and non-professional user licenses and this created a 15% increase in revenue in that segment in just a year.
你知道吗，Kyle，今天为与你的这个节目做准备时，我一直在问自己这个问题：为什么会有不同的层次？我们尝试用几种不同的方式来解释，但为什么会有粉单市场（Pink Sheets）、OTC、QB和QX这些不同层级？为什么不把这些场外交易的公司划归一个市场呢？这个问题让我一直琢磨不透，而根据我的理解，原因在于：首先，公司自身会选择加入不同层级，因为不同层级对信息披露的要求也不一样。
▶ 英文原文 ⏱
You know, when I was prepping for this episode with you today, Kyle, I was asking myself this question of like why are there these different tiers? And we've kind of tried to explain it a few different ways but why are there the pink sheets? Why is there OTC, QB, and QX? And, you know, why not just have one market for all of these over-the-counter companies? And so that was like the question I was trying to wrap my head around and as I have come to understand it, the reason this is is like I said, one, there's a self-selection dynamic for the companies where they decide there's almost different tiers of disclosure requirements that they have to go through.
这段话的大意是：一个公司愿意投入多少精力来运作成为一家上市公司，这决定了他们可以在哪个市场进行交易。对于投资者来说，他们大致知道每个市场会是什么样子。所以，当进入粉单市场时，会有点像进入“狂野西部”，而在其他市场上，你可能会期望看到更高水平的——不想说“诚信”，但肯定是更好的透明度和信息质量。
▶ 英文原文 ⏱
So it's almost how much does a company want to put into, you know, how much work do they want to put into being a public company and then that determines where they can trade. And then from the investor perspective, you kind of know what to expect on each market and so when you go into the pink sheets, it's a little bit of the wild west whereas you might expect some of these other markets to be a higher level of, I don't want to say integrity, but definitely better clarity and definitely quality of information.
总之，当我从宏观角度来看这项业务时，它让我想起了我们在这个播客中谈过的一家公司，叫Verisign。这家公司基本上拥有“.com”域名的专属权。世界上每个以“.com”结尾的网站每年都需要支付他们几美元，这样Verisign才能托管他们的域名并使其保持活跃，以便全球的人都能访问这些网站。
▶ 英文原文 ⏱
And so anyways, when I step back and look at the business at a very high level, it reminds me of a company that we've covered on this podcast before called Verisign. And this is a company that basically owns the domain rights to using .com. And so every website in the world ending with .com has to pay them a few dollars a year for Verisign to basically host their domain and make their domain active so that people can visit their website all around the world.
因此，全球活跃网站的数量每年并没有实质性的巨大变化。所以，大多数企业的增长实际上主要依赖于价格上涨。公司没有太多可供再投资以有机扩展业务的领域。在他们的情况下，公司拥有的垄断地位是如此明显，以至于监管机构为Verisign设定了关于多年度价格上调的非常明确的指导方针。
▶ 英文原文 ⏱
And so correspondingly, the number of active websites in the world doesn't really vary all that dramatically from year to year. So most of the business's growth really can only come from price hikes. There's not a lot that they can reinvest into to expand the business organically. And so in their case, though, the company's monopoly is like, it's so clear and so obvious that regulators have set very explicit guidelines for how much Verisign can raise pricing over multi-year periods.
在我看来，这么长一段话其实是在说，OTC市场确实存在一定的竞争，而这实际上对它们有利，因为它们的定价权不像非常明显的垄断那样受到严格监管。在我看来，这是件好事，可以看到它们能够利用定价权作为一种可持续的方式来推动盈利增长。虽然这种方式不能永远持续下去，但这明显表明它们的服务非常有价值，否则公司们就不会支付这些上市费用来进入OTC市场。
▶ 英文原文 ⏱
And to me, that's a really long way of saying OTC markets does have a degree of competition which actually works in their favor because their pricing power isn't strictly regulated in the way that like a very, very blatant monopoly would be. And to me, that's a great thing to see that they've been able to use pricing power as a sustainable way to drive earnings growth. You can't do that forever, but it clearly shows that their services are very valuable. Otherwise, companies would not pay these listing fees to have access to the OTC market.
我想回头重点讨论一下你之前提到的一个问题，那就是在过去十年中，公司自由现金流和收入增长之间的区别。这个问题虽然看起来很细微，但却非常重要。为什么自由现金流会比收入增长得更快呢？具体来说，自由现金流的年复合增长率为14%，而收入的年复合增长率为11%，两者之间相差了三个百分点。
▶ 英文原文 ⏱
So I want to just go back though and focus on something you said earlier which is the difference in the company's free cash flow and revenue growth over the last decade because it's a really subtle point but it is an important one to ask, how can free cash flows grow faster than revenue, right? So there's a three percentage point difference between free cash flow compounding per year and revenue compounding per year at 14% versus 11%.
对我来说，这表明了业务模式中内含的运营杠杆效应，这一直是我们非常乐于看到的现象。但我很好奇你对此的看法。是的，Sean，你说的完全没错。多年来，OTCM表现出了非常不错的运营杠杆效应。我们可以从几个不同的角度来看待这一点。
▶ 英文原文 ⏱
And the takeaway to me is that this signals operating leverage that's embedded into the business model and that's something we always love to see but I'm curious to hear how you think about it. Yeah, you absolutely nailed it there, Sean. So OTCM has displayed some very nice operating leverage throughout the years. So there's a couple different ways of looking at it.
首先，你可以简单地看看员工人数。目前OTCM有130名员工，而在2020年时还只有102名。在这段时间内，公司的收入几乎翻了一倍，从2020年的大约6800万美元增长到今天的1.25亿美元。这意味着每位员工的平均收入从66.6万美元提高到了现在的96.1万美元。接下来，你可以关注一下利润率。
▶ 英文原文 ⏱
So first, you can simply just look at the headcount. So OTCM currently has just 130 employees and in 2020 that was just 102. That was also a period where revenue nearly doubled. So that went from about $68 million in 2020 to, you know, $125 million today. So that's an average revenue for employee of $666,000 up to now to $961,000 today. Next, you can look at margins.
因此，虽然这家公司的利润率显然与市场的周期性波动紧密相连，但你可以看到他们的低位正在逐步抬高，这一点我非常喜欢。运营支出占总支出的约63%，并且随着时间的推移逐渐增加。现在，当市场处于亢奋状态时，由于活动增加而固定成本变化不大，利润率会随之上升，这真是个好现象。
▶ 英文原文 ⏱
So while the business clearly has had margins that are very deeply tied to the cyclical nature of markets, you can see that they're making higher lows which I just love to see. So OPEX makes up about 63% of expenses and it's gradually increased over time. Now, during the times that the markets are euphoric, margins will rise based on increase in activity with minimal increases in fixed costs which is excellent to see.
现在，我的假设是，我们可能会看到相似的发展趋势。 我是说，显然，当你观察一个周期性的业务时，虽然希望它能够摆脱这种周期性很美好，但我不认为这种情况会发生。我认为我们将继续看到这种规律。至少，OTCM 还有一些不太受周期性影响的业务板块正在持续增长。
▶ 英文原文 ⏱
Now, my assumption going forward here though is that we're probably going to see more of the same. I mean, obviously, when you're looking at a business that's cyclical, it's nice to have that thought in your head that maybe it's kind of being able to get uncoupled from the cyclical nature of the business but I just don't see that happening. I think that we're going to continue seeing that. At least OTCM has some of these less cyclical segments that are continuing to grow.
所以，最美妙的部分在于，即便在周期的低谷时期，与大多数传统的周期性商品业务不同，OTCM依然能够盈利并持续增长。更重要的是，当进入周期高峰时，会有更强的持久力，因为会有更多的公司希望上市。虽然不是所有公司在几年后都会继续存在，但肯定会有一些非常优秀的企业坚持下来，而这些企业就是OTCM可以继续从中收取费用的对象。
▶ 英文原文 ⏱
So the beautiful part about that is that even in the low parts of the cycle, unlike most traditional cyclical commodity businesses, OTCM still is profitable and continues to grow. And then on top of that, when you get to the top of the cycle, you're going to have some really, really good staying power as more companies are going to look to list and while not all of them are going to exist probably down the road a few years in advance, there's definitely going to be some really, really good businesses that stick around and those are the types of businesses that OTCM will continue to collect fees from.
特别是那个OTC链接业务，他们通过交易量来收取交易费用，这真的像那种非常罕见的收费桥梁的业务，就像投资中的圣杯，作为投资者我们总是想要找到这样的机会。他们拥有的实际上是客户必须支付使用的核心基础设施，而几乎没有其他可行的替代方案，这就是收费桥梁这个比喻的意思。从企业和股东的角度来看，这显然是一个极好的位置，这也是为什么我想和你多谈谈OTCM的竞争优势。
▶ 英文原文 ⏱
And that OTC link business in particular where they're getting trading volume-based transaction fees, that really does look like one of those very rare toll bridge businesses that's sort of like the holy grail of investing that as investors we always want to find and so they've got essential infrastructure effectively that customers must pay to use with really no other viable alternatives and that's what the toll bridge metaphor means and from a business and shareholder perspective obviously that is a great position to be in which is why I want to talk to you more about OTCM's competitive advantages.
你怎么看这家公司？你已经提到过，OTCM基本上处于一种准垄断地位，我完全同意这个观点。处于这样的地位显然让公司非常强大，也使得它在未来多年里持续存在的可能性更大。但我们不妨看看这个优势之外的其他方面，因为OTCM其实还有其他优势。
▶ 英文原文 ⏱
How do you think about that for this company? Yeah so you've already brought up that OTCM is essentially in kind of this quasi monopoly which I completely agree with and being in that position obviously makes a business really really strong and makes that business even more likely to exist for many more years down the road but let's look beyond that advantage because that's not actually the only one that OTCM has.
首先，我想讨论一下被垄断的资源。OTCM没有把任何一个人作为被垄断的资源。对于不太了解“被垄断的资源”的观众或听众来说，这是汉密尔顿·赫尔默在其著作《七种力量》中提到的一个概念。你可以把“被垄断的资源”看作是一种知识产权。当我与他交谈时，他基本上是这样向我解释的。但关于知识产权的有趣之处在于，它不一定只是指一种药物，它实际上可以是一个人。在他的书中，他举例说明了史蒂夫·乔布斯在皮克萨（Pixar）时的作用，认为乔布斯是皮克萨非常重要的人物，但如果他在迪士尼中发挥作用，也会同样出色。
▶ 英文原文 ⏱
So first I want to look at cornered resources so OTCM doesn't have a single person as a cornered resource and just for viewers or for listeners that are unfamiliar with a cornered resource this is a basically a power from Hamilton Helmer that was highlighted in his book Seven Powers and so you can think of cornered resources honestly is like kind of IP when I was speaking to him that's basically how he explained it to me but the interesting thing about IP is it doesn't necessarily just have to be a drug it can actually be a person right so in his book he used Steve Jobs when he was a member of Pixar and basically being like Steve Jobs as Pixar was an incredible person to have but if you put him into something like Disney it probably would have been equally incredible to have him as part of Disney.
所以，回到OTCM这部分，我认为关键资源在于其与法规相关的方面。它在法规和合规接受度上非常重要，如果潜在的竞争对手能获得同样的优势，那将非常有价值。但是，OTCM多年来花费了大量的精力与像FINRA和SEC这样的机构进行整合，为潜在竞争者设立了巨大进入壁垒。
▶ 英文原文 ⏱
So getting back to OTCM here the part that I think is kind of the corner resource is specifically has to do with regulations so it has very very significant regulatory and compliance acceptance that would be very very valuable if a potential competitor could get the exact same advantage but OTCM has done a lot of work over a lot of years to integrate with things like FINRA and the SEC and they've created this massive barrier to entry for potential competitors.
第二个因素是网络效应。虽然OTCM并不完全是你所熟知的传统平台业务，它不能简单地通过向用户群投放广告来增加收入，但它确实具有由其数据驱动的网络效应。随着OTCM收集越来越多的专有数据，这些数据集变得越来越有价值。这吸引了更多希望使用这些数据的用户，从而进一步提升了未来用户的数据质量。这不仅影响到市场数据许可业务的部分，还极大地影响了企业服务方面。
▶ 英文原文 ⏱
Second are network effects. While OTCM isn't really your traditional platform business you know that can just run ad to its user base and then just increase its revenue from there it still definitely has network effects I think that are driven by its data. So as OTCM gathers more and more proprietary data that data set just becomes increasingly valuable. This attracts more users who want to use that data which further improves the quality for future users. But this doesn't only affect the market data licensing part of the business it also greatly affects the corporate services aspect.
OTCM 收集了很多来自其上市发行人的数据，随着这些发行人变得越来越透明，显然这就产生了更多的数据。这些数据随后被授权给经纪机构、机构和像彭博社这样的平台。当数据集明显改善时，它无疑会吸引更多的经纪商和交易商订阅者，这反过来会吸引更多希望有更多人分析其公司的发行人。这个业务也带来了一些转换成本和收益。
▶ 英文原文 ⏱
So OTCM collects a lot of data from its list of issuers and as those issuers become more and more transparent obviously that creates more data and that data is then licensed to brokers institutions and platforms like Bloomberg. Now once it's clear that the data set is improving sure it's going to attract more broker dealer subscribers and that in turn will attract more issuers who want a larger set of eyes to potentially analyze their company. The business also carries some switching costs and benefits as well.
例如，经纪自营商会将他们的部分工作流程融入OTC链接ATS系统，因此更换系统需要重新认证并重建某些合规流程，这无疑是个麻烦。因此，对于公司发行方来说，退市OTC QX或OTC QB意味着失去大量的市场曝光度、投资者关系基础设施，同时离开一个知名的交易所也会对声誉造成损失。
▶ 英文原文 ⏱
For instance broker dealers will build parts of their workflows into the OTC link ATS and switching requires recertification and rebuilding certain compliance processes which is just a headache. So for corporate issuers leaving the OTC QX or the OTC QB means losing substantial market visibility, investor relations infrastructure, and just a reputational loss of leaving a well-known exchange.
Sean 和我每周都会在节目中介绍一家新公司，光是研究工作就可能轻松耗费40个小时。当你以这样的速度工作时，最困难的部分并不是创建文件或构建模型，而是找到那些真正值得深入研究的新想法。如果你从事投资工作，可能也遇到过这个问题。正因为如此，Sean 和我创建了内在价值社区，这里已经成为我们最喜欢的地方，可以用来发现新的投资想法。
▶ 英文原文 ⏱
Sean and I cover a new company on this show every single week and the research alone can easily take 40 hours. When you work at that pace the hardest part is creating filings or building models. It's finding new ideas that are actually worth going deep on. If you work in investing you might have run into this problem before too. That's exactly why Sean and I built the intrinsic value community which has honestly become a favorite place to discover new investing ideas.
我们有一部分会员是专业投资者。他们可能是负责管理对冲基金、家族办公室或担任投资组合经理的人员。同时，我们也有一些行业专家、CEO、软件工程师，甚至还有真正的火箭科学家，他们对股票投资的热情和阅读量不亚于任何人。每周我们至少会举行一次在线直播，包括股票推介、投资组合分析、投资策略等所有能帮助会员发现新想法并提升投资能力的内容。
▶ 英文原文 ⏱
A meaningful share of our members are professional investors. People running hedge funds, family offices or working as portfolio managers. But we also have industry experts, CEOs, software engineers and even actual rocket scientists who are as passionate and well-read about equity investing as anyone. Each week we host at least one live call. Stock pitches, portfolio analysis, investment strategy, everything that helps members find new ideas and become better investors.
我们还邀请了专家嘉宾演讲者来参与，包括创办和运营投资公司的人员、在市场中表现出色的投资组合经理、知名CEO以及著名作家。当然，我们有一个图书馆，里面有我们以往每一次会议的录音。所以即使你无法现场参加，也不会错过任何内容。其中最吸引人的一个特点是我们提供的聊天室，供大家分享文章、筛选想法以及反思市场变化。
▶ 英文原文 ⏱
We also host expert guest speakers, people who founded and run their own investing firms, market-beating portfolio managers, prominent CEOs and even famous authors. Of course we have a library with recordings of every single call we have ever hosted. So you never miss anything if you cannot attend live. One of the things out of most is the chat forums for sharing write-ups, vetting ideas and reflecting on changes in markets.
每年至少两次，我们将社区从虚拟世界带入现实世界。包括在伯克希尔股东大会期间于奥马哈举办的私人晚宴，以及在纽约市的聚会活动，以便交流、探索，最重要的是讨论股票。我们最近的一次聚会汇聚了20位非常有想法的人，他们是Sean和我见过的一些最聪明的投资者。
▶ 英文原文 ⏱
And at least twice a year we bring the community from the virtual world into the real one. Including private dinners in Omaha for Berkshire weekend and meetups in New York City to connect, explore and most importantly talk stocks. Our last cohort brought together 20 incredibly thoughtful people. Some of the sharpest investors that Sean and I have ever met.
如果你希望有机会和这样的人一起学习，你应该加入我们的网站 theinvestorspodcast.com 斜杠 intrinsic value community（内在价值社区）的候补名单。我觉得这一切都很有道理。
▶ 英文原文 ⏱
And if you want the chance to learn alongside people like that, you should join our wait list at theinvestorspodcast.com slash intrinsic value community. That's theinvestorspodcast.com slash intrinsic value community. That all makes good sense to me.
在加入投资者播客之前，其实我曾在标普全球工作，负责他们的Capital IQ平台，这是一个类似于彭博终端的工具。在那里，我亲身接触到了大量的数据。标普全球是一家市值达1250亿美元的公司，其成功几乎完全依赖于金融数据。
▶ 英文原文 ⏱
And so just to say before I was at the Investors Podcast started working here, I actually worked at S&P Global on their Capital IQ platform, which is this alternative to Bloomberg. And I very much got to see a lot of this data firsthand, right? I mean, this is a company speaking about S&P Global with a $125 billion market cap that's built almost entirely on financial data.
这就是支撑整个市场估值的基础。他们有多个不同的业务部门，其中之一是信用评级业务。这项业务的基础在于他们能够根据公司财务报表，独特地提供信用质量的权威分析。而指数业务则涉及到标准普尔500指数。
▶ 英文原文 ⏱
That is what underpins that entire market valuation. So they have multiple different business segments, one of them being the credit ratings business. And that's based on how they're able to uniquely provide this authority in analyzing credit quality based on underlying financial statements of these companies. Whereas the index business then is about the S&P 500.
这段文字讨论了如何将证券进行包装，以提供某种信息洞察。比如，了解美国最大的500家盈利公司在做什么。而CapIQ这个平台的目的是尽可能提供和让人们获取相关数据。因此，标普创建了许多基于不同原始数据的垂直领域，而在这些领域中，OTC Markets在某种程度上是一个关键供应商。事实上，这也是为什么我有点惊讶OTC Markets Group的市值不是更大的原因。老实说，我本以为他们会获得更多的价值，至少达到数十亿美元的公司规模。但在录制时，他们的市值只有几亿美元。
▶ 英文原文 ⏱
This is about packaging securities in a way that provides some sort of informational insights. You know, what are the 500 biggest, most profitable companies in America doing? And then with CapIQ, that platform is really about providing as much relevant data as possible and making it as accessible as possible. So S&P has built a bunch of these different verticals on various types of raw data that, to an extent, OTC Markets is a critical supplier of. And that's actually why I'm a bit surprised that OTC Markets Group is not a bigger company in market cap terms, honestly, because I would have thought that they would capture much more of that value and probably be a multi-billion dollar company at least. But it's market cap at the time of recording is in the hundreds of millions.
在深入探讨OTCM集团在价值获取和市值方面的表现之前，我认为我们应该更深入地了解您提到的监管优势，这些优势对OTC市场集团有利。监管模式对企业有双重影响。一方面，它们非常有价值，但与此同时，也会使您容易受到不可控外部因素的影响。例如，FICO是质量投资圈中的一个知名名字，它长期以来得益于监管机构要求在向Freddie Mac和Fannie Mae出售的抵押贷款的承销过程中必须使用FICO评分。然而，随着新政府的上台，监管者实际上为竞争对手挑战FICO敞开了大门，这可以说限制了他们的定价能力。因此，我想知道您对OTCM集团竞争优势的持久性有何看法？
▶ 英文原文 ⏱
And so before I get lost on a tangent about OTCM's value capture and market cap, I think we should look more deeply into the regulatory advantages that you mentioned favoring OTC market groups. So regulatory modes can cut both ways for businesses. They can be incredibly valuable, but they also leave you vulnerable to external forces that you can't control. And so for instance, FICO is a very popular name in quality investing circles and it has long benefited from regulators requiring FICO scores to be used in the underwriting process for mortgages sold to Freddie Mac and Fannie Mae. But now with the new administration, regulators have effectively opened the door to competition against FICO and that has arguably acted like a break on their pricing power. So that's a rambling way to ask, what is your take on the durability of OTCM groups competitive advantages?
是的，Sean，你关于FICO的观察非常到位，我非常喜欢。就像许多上市公司一样，OTC市场在识别潜在风险方面做得很好。我非常同意你的看法，监管无疑是其中之一，而且可能是对这个业务最大的潜在风险。虽然目前公司与SEC（美国证券交易委员会）有着非常稳固的关系，但实际上并没有什么能阻止SEC改变法规，使它们对OTCM变得不那么有利。所以，SEC可能实行的一个改变就是允许像纽约证券交易所或纳斯达克这样的全国性交易所允许非SEC注册的公司在它们的交易所上市。
▶ 英文原文 ⏱
Yeah, that's a great observation in regarding FICO there, Sean. I really like that. So like a lot of public companies, OTC markets is very good at acknowledging potential risks. And I really agree with you there. You know, regulation is certainly one of them. It's probably the biggest possible risk to the business as a matter of fact. So the business has a very solid relationship right now with the SEC, but there really is nothing stopping the SEC from altering regulations to just make them a lot less favorable for OTCM if they wanted to. So one potential change the SEC could implement would be allowing for national exchanges such as the New York Stock Exchange or NASDAQ to actually allow non-SEC registered companies to list on their exchanges.
他们可以创建一个单独的创业交易框架，有点类似于我们在加拿大的TSX创业交易所。这对场外交易市场（OTC市场）来说显然非常不利，因为我认为这将严重损害其业务中几乎所有部分的收入。而且，他们的数据集也会因为数据点减少而变得不那么有吸引力。但是撇开监管不谈，我认为他们的数据资源具有相当持久的优势。你知道，通过市场数据许可证，OTCM在提升其最稳定的收入来源之一的质量方面做得非常出色。
▶ 英文原文 ⏱
Or they could create a separate venture exchange framework, kind of like we have here up in Canada with the TSX venture. This would obviously be very, very bad for OTC markets as I think it would heavily impair revenue from basically every single segment of the business. And their data set also would become less attractive because they just have fewer data points to draw from. But regulation aside, I think the moat on their data appears to be quite durable. You know, with market data licensing, OTCM has done just an exceptional job of improving the quality of one of its more stable revenue sources.
现在，尽管我认为OTCM可能不会离开像OTC Link这样以交易为主、容易商品化的收入领域，但他们在市场数据许可方面拥有不断增长的、黏性更强的订阅收入，这表明其具备持久的定价能力。这很有趣，因为在我研究这家公司时，令我印象深刻的是，他们设立了一个名为Moon的新交易所或另类交易系统。这基本上使他们有能力进行隔夜交易并提供这样的服务。尤其是在亚洲，人们对交易美股有着巨大的需求，但由于时差问题，通常亚洲的白天是美国的夜晚，等等。
▶ 英文原文 ⏱
Now, while I don't see OTCM ever moving away from the more transaction-based and commoditizable revenue from areas like OTC Link, the fact that they have this growing, you know, stickier subscription-based revenue from market data licensing, it's a pretty strong indicator of lasting pricing power. It's interesting because one of the things that stuck out to me when I was doing some homework on this company was that they've set up a new exchange or alternative trading system called Moon. And that is basically giving them the ability to do overnight trading and offer that, right? You have this huge need for, especially in across Asia, folks want to be able to trade US companies, but there's this time difference where it's usually nighttime or daytime in Asia is nighttime in the US, et cetera, et cetera.
意思是： 他们推出了一个新项目，填补了市场上的一个空缺，因为之前市场上没有提供隔夜交易。首先，我对纳斯达克和纽约证券交易所没有更早填补这个空白感到有些惊讶。这有点像创新者的困境，但现在纳斯达克也申请延长交易时间。因此，整个行业似乎都在推动未来实现每周五天、每天24小时的交易。我想问你的是，你怎么看待这个机会？另外，这种交易时间变化对OTCM的竞争优势有什么影响？
▶ 英文原文 ⏱
And so, point being, they have launched this and filled this void in the market where there was really no overnight trading that was being offered. And firstly, I'm kind of surprised that NASDAQ and the New York Stock Exchange haven't filled that gap sooner. It's almost like an innovator's dilemma kind of setup, but apparently now NASDAQ is applying to extend their trading hours as well. So, it does seem like there's an industry-wide push to eventually get it so we have 24-5 trading, right? 24 hours a day, five days a week. And my question for you is how you think about that opportunity and then also the impact that this shift in when trading hours occur, what that does to OTCM's competitive advantages.
好的，你已经提到它叫做OTC Link Moon ATS。这是一个非常新的发展，于2024年刚刚推出。和你一样，我也感到惊讶，NASDAQ和纽约证券交易所没有隔夜交易。但我发现一个小细节，他们实际上有延长交易时间。通常来说，交易时间在东部时间下午1点左右结束。也就是说，他们确实允许在市场开盘前和收盘后延长交易时段，但没有进行彻夜交易。这就是OTC Link Moon ATS所填补的空白。
▶ 英文原文 ⏱
Yeah, so you already mentioned that it's called the OTC Link Moon ATS. So, this was launched just, it's very recent development was just launched in 2024. And like you, I was pretty surprised too that NASDAQ and the New York Stock Exchange didn't have overnight trading. And one little detail that I did find is they actually do have extended hour trading. So, you know, it usually ends at, I think, 1 p.m. Eastern time or somewhere around that. So, they do allow to extend the hours, I think, both before the market opens and after it closes, but not overnight. So, that's kind of this void that OTC Link Moon ATS fills.
所以，显然问题在于纳斯达克已经向美国证券交易委员会（SEC）申请了这个批准，而这个申请已经存在几年了。你知道，批准花了这么长时间让我感到没那么担心。而且，我真的认为即便批准了，我也不认为这会对OTCM构成实质性的威胁。正如我所说，Moon ATS仅在2024年启动，尽管它在不断增长，但可能只占OTCM收入的个位数百分比。
▶ 英文原文 ⏱
So, the problem though, obviously, is that NASDAQ has applied for this SEC approval and that application, it's been around for a few years. So, you know, the fact that it's taken so long to get approved makes it so that I'm a little less worried. And really, I think even if it were to get approved, I don't actually think that that specifically would be an existential threat to OTCM. So, like I said, Moon ATS was launched only in 2024. And while it's continuing to grow, it really probably is only making it like low single-digit percentage points of revenue for OTCM.
所以，我们无法确切知道具体的收入分成，因为他们没有详细说明。这只是一个理性的猜测。但重点是，即使纳斯达克在那个监管问题上获得批准，显然这对OTCM不利，但这也不会完全动摇对他们的投资论点。再者，即使纳斯达克被批准进行隔夜交易，我也没有读到纽约证券交易所申请类似交易的消息，这意味着他们仍然可以在隔夜交易中帮助一些纽约证券交易所的业务。
▶ 英文原文 ⏱
So, it's impossible to know exactly what that revenue share is because they don't break it out. So, it's an educated guess. But the point being there, even if the NASDAQ is approved on that regulatory issue, obviously, it wouldn't be good for OTCM, but it also is not something that's going to completely break the thesis on them. And then on top of that, even if NASDAQ is approved to do overnight trading, there's still nothing that I've read about that the New York Stock Exchange has applied for it, meaning they could still help serve some of those New York Stock Exchange businesses in the overnight tradings.
在我们离开讨论竞争优势之前，我想指出一件关于OTCM投资资本回报率的事情，这让我印象深刻。多年来，它的回报率看起来非常不稳定。不过，他们确实有一个相对稳定的基线，从未低于36%的资本回报率。但同时，你也会发现一些大幅度的波动，比如2018年的回报率高达80%，2021年是64%。所以，我想知道，究竟是什么原因导致这些资本回报率的大幅波动呢？
▶ 英文原文 ⏱
So, before we move away from competitive advantages, I did want to note something regarding OTCM's returns on invested capital that stood out to me, right? It looks very lumpy over the years. And so, they have this pretty stable baseline that's never dipped below 36% returns on capital. But still, you have these big jumps, like 80% in 2018, 64% in 2021. So, I just want to know, I mean, what explains all this bouncing around in the returns on capital?
是的，这一点非常非常重要，所以感谢你指出这一点。我今天简单提到过，OTCM有一些内在的周期性，这可能是ROIC（投资回报率）发生巨大变化的原因。因此，如果你叠加ROIC和利润率，你会看到相同的趋势：2018年和2021年利润率和ROIC都有所增加。我想特别指出这一点，因为很重要，但实际上我并不认为ROIC是用于分析OTCM的最佳资本效率指标。关于为什么不这样认为，我将在这一集的稍后详细说明。不过，让我们先回顾一下我们为什么会有这些大幅增长。
▶ 英文原文 ⏱
Yeah, this is very, very important to understand. So, thanks for pointing that out. So, I briefly mentioned today that OTCM has some embedded cyclicality, which I think is why ROIC has shifted so much. So, if you overlay ROIC and margins, you're going to see the same trends. Increased margins and ROIC in 2018 and in 2021. Now, I just want to note, this is because it's important, I don't actually think ROIC is the best capital efficiency metric to use to analyze OTCM, and I'll detail why that is a little bit later in this episode, but let's go back to why we had these big bumps anyways.
在2018年，实际上有多个因素共同影响了局势。首先，那一年OTCM的有效税率几乎减半，这对净利润率产生了影响，进而提高了扣除税后净营业利润，从而显著改善了投资回报率。此外，2018年我们还经历了大麻热潮，大量大麻企业在OTCQB和OTCQX上市。这显然推动了公司服务收入的增长，甚至连粉红市场的交易量也有所提高。
▶ 英文原文 ⏱
So, in 2018, there was actually a confluence of different factors. So, during that year, OTCM's effective tax rate was nearly cut in half, which affected net margins, which therefore increased net operating profits after tax, which obviously improved the ROIC. Also, in 2018, we had the cannabis mania, and in that year, there was a huge flood of cannabis businesses that were listing on the OTCQB and OTCQX. This obviously bolstered corporate services revenue, and even the pink market had elevated trading volumes.
到2019年，这一趋势反转，因为大麻行业崩溃了。所以，如果你把税收优惠去掉，那年的情况就没有数字显示的那么好。现在来看2021年，这一激增更具周期性特征。随着免费资金源源不断地流入人们的银行账户，购买股票成为使用这些资金的一种方式。于是人们开始积极交易。OTCLink电子通信网络的每日交易量从2020年的平均11,500笔猛增到2021年的平均48,000笔。
▶ 英文原文 ⏱
But by 2019, that trend reversed after the cannabis industry fell through. So, you know, if you strip out the tax break, the year doesn't look nearly as good as the numbers would suggest. Now, looking at 2021, the spike was much more cyclical in nature. With free money just pouring into people's bank accounts, buying stocks was one way to just use that money. And trade, people did. So, OTCLink electronics communication networks exploded from an average of 11,500 transactions daily in 2020 to an average of 48,000 by 2021.
这导致OTCLink的收入在一年内飙升了惊人的87%。此外，市场数据许可的增长速度也比历史平均水平快得多。由于有大量新的非专业投资者进入市场，他们在一年内增长了36%，这对他们更稳定的专业投资者基础产生了显著的贡献。此外，美国证券交易委员会（SEC）规则的修改也带来了意外的订阅激增。
▶ 英文原文 ⏱
And this caused OTCLink revenue to surge by an astronomical 87% on just that one year. Now, additionally, market data licensing grew a lot quicker than historical averages. With just so many new non-professional investors entering the market, they ended up growing 36% in just one year, which added meaningfully to their more stable professional investor base. And then on top of all that, there was an amendment to an SEC rule which created this unexpected surge in subscriptions.
因此，那些想要继续在公开市场上市的公司，必须订阅OTCM的披露服务，以维持其上市资格。这一变化完全是由监管推动的。然而，你也要记住，当市场情绪高涨时，通常会有更多的IPO。因此，这两个因素都帮助提升了OTCM在公司服务部门的表现，使得2021年的收入增长了45%，而运营费用仅增加了20%。
▶ 英文原文 ⏱
So, companies that wanted to remain publicly quoted had to subscribe to OTCM's disclosure services just to maintain eligibility. Now, this was a completely regulatory driven tailwind, but you also have to remember that when markets are euphoric, there also tends to be a lot more IPOs. So, both factors helped improve OTCM's numbers in the corporate service segment as well, as revenue grew 45% in 2021, while operating expenses grew only 20%.
总的来说，你可以看到在经济形势很好时，这个业务能够很好地扩张。是的，我的意思是，当你看到收入增长远远快于成本增长时，会有两个想法。要么这是一个资本轻型的商业模式，具备出色的运营杠杆；要么这个公司在之前对机会投资不足，过于保守。在这种情况下，我认为很明显是前者。但你怎么看待这是一个资本轻型的商业模式，并考虑他们的再投资机会呢？
▶ 英文原文 ⏱
So, overall, you can see how this business can scale very well when times are very good. Yeah, well, I mean, when you see revenues expand so much more quickly than costs, there's two thoughts that come to mind. Either this is a capital light business model with, you know, superb operating leverage, or the company is under investing in opportunities before and being too conservative. In this case, I think it's pretty clearly the former, but to what extent do you view this as a capital light business and think about their reinvestment opportunities?
是的，你说的完全正确。我刚才提到，OTCM在增加收入的同时，运营开支的增长保持在一个较低的水平，这做得非常好。显然，这是一种极佳的方式来优化利润率，并提高业务的内在价值。不过，我同意你的看法，目前可供再投资的地方并不多。我们稍后会讨论原因，也会谈到资本分配。但我想先多聊一下他们目前的开支情况。
▶ 英文原文 ⏱
Yeah, you're completely correct on that. So, I just mentioned how OTCM has done a great job at growing the top line while keeping their operating expenses growing at a much lower number. And obviously, that's been a really, really good way to optimize margins and increase the intrinsic value of the business. But I agree with you. There's just not a lot of places to reinvest. And we'll get into why that is, and we'll get into capital allocation in a little bit. But I want to go and just talk a little bit more about their current expenses.
运营费用主要由两个项目构成。首先是薪酬和福利，占运营费用的约63%。其次是IT基础设施和信息服务，这两者合计约占运营费用的15%。现在，薪酬并没有大幅上涨，因为这个业务不需要增加大量人手就能提高收入，如我之前所说。
▶ 英文原文 ⏱
So, operating expenses are mostly made up of just two line items. First are compensation and benefits, which accounts for about 63% of OPEX. And then you have IT infrastructure and information services, which together account for about 15% of OPEX. Now, salaries haven't gone up very much simply because this isn't a business that requires a large headcount to generate more revenue as I've gone through.
所以，这显然更像是一种固定成本。你知道的，这个数字在未来很难真正减少，但我也不认为我们会看到这个数字出现大幅上涨。因此，到2025年，它只增长了5%，而历史增长率大约为11%。至于IT基础设施和信息服务，这也是一种固定成本，包括数据中心成本、IT、软件许可证和软件维护等。
▶ 英文原文 ⏱
So, this is obviously more of a fixed cost. You know, it's just unlikely to really go down in the future, but I also don't think we're going to see massive spikes in that number either. So, in 2025, it only grew 5%, but historical growth is around 11%. Now, as for IT infrastructure and information services, this is also somewhat of a fixed cost. It includes things like data center costs, IT, software licenses, and software maintenance.
现在，我确实说过这是一个固定项目，但在这一项中涉及了一些可变成本。假设我们的交易活动增加，这就意味着云服务的费用可能会上升。因此，如果你观察这条线的增长，会发现其波动性较大，但平均增长率大约为9%。再看看其他的运营费用，比如租赁成本。正如你刚提到的，这是一个资本轻业务模式，租赁成本只有260万美元。
▶ 英文原文 ⏱
Now, I did say it's a fixed one, but there are a little more variable costs involved in this line item. So, let's say that we do get increased trading activity. That's going to mean that cloud services probably are going to increase. So, if you look at the growth in this line, it's much more volatile, but on average, it's growing at about 9%. Now, if you look at some of the other OPEX, you know, it's occupancy costs. Again, this kind of plays very well into what you just mentioned about it being a capital light business. The occupancy cost is just $2.6 million.
非常非常小。在资产负债表方面，OTCM显然是一个资本需求很小的业务。从2023年以来，OTCM每年在购买房产、厂房和设备上的支出都不到150万美元，目前的折旧与摊销费用仅为260万美元。因此，OTCM是一种不需要工厂、仓库，也不需要任何显著的物理基础设施来运营的业务。
▶ 英文原文 ⏱
Very, very small. And then, in terms of their balance sheet, OTCM is also clearly a very capital light business. So, purchase of property, plant, and equipment over the last three years have been less than $1.5 million per year since 2023, the current depreciation and amortization is only running at $2.6 million. So, OTCM, you know, it's a business that doesn't require factories, it doesn't require warehouses, and it doesn't really require any significant physical infrastructure at all to run.
这家公司的业务显然主要依靠薪水来承担其运营费用，主要依赖于人力、软件和数据基础设施运行。这很好理解，对吧？这里没有太多的实物资产需要投资。除了他们现有的资产，你几乎想不出他们还需要哪些实物资产。而且就像你说的，这大部分都是人力成本的业务模式。所以，我觉得这很合理。不过，我还是对他们所进行的这些收购感到好奇，对吧？
▶ 英文原文 ⏱
The business, you know, obviously with salaries making up most of its OPEX, it just runs off of people, software, and data infrastructure. That makes sense, right? There's not many physical assets to invest in here. You almost couldn't imagine what physical assets they would need to own beyond what they already have. And like you said, it's mostly a people cost business. So, I think that makes good sense. But I am still curious about these acquisitions that they've done, right?
他们将资金投入到收购一家名为Edgar Online Assets的公司，还有另一家名为Blue Sky Data Corp的公司。你怎么看待他们做出的这些分配决策呢？这两个其实是额外的收购，我认为风险很低，因为它们的购买价格相对较低。而且这些公司都不需要太多的实体资产。因此，主要目的是为了提升OTCM市场数据许可业务的表现。
▶ 英文原文 ⏱
So, they have deployed capital into acquiring a company called Edgar Online Assets, and then also another company called Blue Sky Data Corp. So, how do you think about those allocations that they've made? Yeah, so, those were kind of two bolt-on acquisitions. I think they're pretty low risk, given the nature of their purchase price being quite low. But they're also businesses that are very light in physical assets. So, they were done primarily to improve the market data licensing segment of OTCM.
Edgar Online 是许多投资者可能熟悉的平台，尤其是在进行尽职调查时。它基本上是一个披露和合规文件的存储库。而 Blue Sky 将 OTCM 现有的数据服务从大约 40,000 种证券增加到超过 100,000 种股票和固定收益证券。但如果你比较两者，我认为 Edgar 很可能是一个不小的负担，而 Blue Sky 则是一个不错的助力。
▶ 英文原文 ⏱
So, Edgar Online is something many investors are probably familiar with if you've done any due diligence. It's basically a depository of disclosures and compliance documents. Blue Sky increased OTCM's existing data offering from about 40,000 securities to over 100,000 equity and fixed income securities. But when you look at both, I think Edgar has been probably a pretty big drag, whereas Blue Sky has been a nice tailwind.
整合方面，我觉得表现好坏参半，但幸运的是，两者在实体资产上依赖较少。我想多谈一下OTCM的变动成本。根据我的估计，这些成本相对较低，大约只占总费用的20%。这些包括与交易相关的费用，大多数是OTCM的直接变动成本，比如支付给在OTC Link上提供流动性的券商订户的流动性返现。
▶ 英文原文 ⏱
So, integrations, I would say, have been mostly mixed, but luckily both have been relatively light on hard assets. But I want to touch here a little bit more on OTCM's variable costs. So, they're quite low, making up by my estimate somewhere around just 20% of expenses. So, these include things like transaction-based expenses. So, these are mostly directly variable costs for OTCM. These are liquidity rebates paid to broker-dealer subscribers on OTC Link who provide liquidity to the platform.
所以，事情是这样的。 首先，有一些流动性提供者，他们会收到一笔返利，这是一种基于交易的支出。流动性提供者基本上就是一些券商，他们发布报价，然后等待别人来与他们进行交易。与此相对的，是流动性移除者。流动性移除者在每次股票交易完成后支付一笔固定费用。流动性移除者也是一些券商，他们下达主动订单，与已发布的报价进行交易，从而从交易簿中移除流动性。
▶ 英文原文 ⏱
So, here's how that works. So, you have these liquidity providers who receive a rebate, which is a transaction-based expense. So, what a liquidity provider is, is basically a broker-dealer who posts quotes and then just sits around waiting for someone to trade against them. Now, opposed to the liquidity providers, you have liquidity removers. So, liquidity removers pay a fixed fee once a share exchange is executed. Liquidity removers are also broker-dealers that place active orders that execute against posted quotes and they remove liquidity from the books.
然后，第三部分是信息传递系统，它主要帮助把订单从另类交易系统中转出去，这会产生另一笔费用。此外，其中还包括监管费用。我知道这里发生了很多不同的事情，但你可以看到，这与市场波动密切相关。显然，如果交易量很大，他们会以更快的速度从上述各项中收取费用；相反，如果是在熊市中，没人交易，股票交易量减少，费用也会下降。
▶ 英文原文 ⏱
And then third here, you have the messaging system, which basically helps route orders from the alternative trading system, which incurs another fee. And then included in this are regulatory fees. So, I know lots of different things going on here, but you can see that it's very, very tied to market volatility. Obviously, if you have a lot of trading volume, they're going to be collecting fees from all of these at a much higher pace versus, you know, if you're in a bear market, no one's trading, shares aren't moving around, fees are going to be less.
因此，很明显，这与市场的波动性有很大的关系。2021年，基于交易的费用比2020年增加了三倍。到2025年，这些费用又增长了将近40%。交易相关的开支有单独的项目，不包含在运营费用中。因此，2025年这些开支仅占净收入的不到9%。但正如我所提到的，当这些可变费用上升时，通常对业务是好的，因为这会在更高的利润率上带来更多的收入。
▶ 英文原文 ⏱
So, obviously, this is very, very tied to the volatility of markets. So, in 2021, transaction based fees tripled from 2020. In 2025, these fees grew nearly 40%. Transaction based expenses have their own line item and aren't included in OPEX. So, in 2025, these expenses were just a little less than 9% of net revenue. But as I've noted, when these variable expenses go up, it has historically been good for the business simply because it generates more and more revenues on improved margins.
其他一些变动成本包括重新分配费用和折扣，这些是支付给市场数据转售商的费用，因为他们将OTCM的市场数据转售给自己的订阅用户。然后是IT基础设施和信息服务。我之前提到过，云和数据中心方面会随着交易活动的增加而增加。最后是专业和咨询费用，这些费用通常是固定的，但如果遇到大型监管事件或诉讼，它们在短期内显然会急剧上升。
▶ 英文原文 ⏱
So, some of the other variable costs include things like redistribution fees and rebates, which are fees paid to market data redistributors who resell OTCM's market data to their own subscribers. Then you have IT infrastructure and information services. I already mentioned that there's this cloud and data center angle, and that's going to increase with more trading activity. And lastly is just professional and consulting fees, which are mostly fixed, but in the case of maybe a large regulatory event or a lawsuit, they can obviously spike in the short term.
这家公司让我感到害怕的是，由于他们的运营受到了严格的法规约束，从投资者的角度来看，我觉得有很多未知的因素。换句话说，我无法预见所有的风险，但也许你能在这方面帮助我，Kyle。不过，很明显，监管障碍限制了新竞争者的进入，从而保护了这家公司，这倒是件好事。
▶ 英文原文 ⏱
The thing that scares me with a company like this where there is this dense regulation around their operation, it feels like from an investor's perspective, there's just a lot of room for, I don't know, I have a better way to put this than just saying not knowing what you don't know, right? I just don't have the context to anticipate all of the risks, but maybe you can help with that, Kyle. And so, I mean, clearly there are regulatory barriers limiting new entrants and helping shield the business. So that's a good thing.
您如何看待OTCM的整体竞争和风险动态？是的，当我考虑这个问题时，我会看多个不同的方面。首先是产品种类。那么，OTCM的产品线是集中还是多样化的呢？通过讨论这三条产品线，我认为这一点今天很明显。它们显然有这三个部分，但每个部分还可以进一步划分为子部分。
▶ 英文原文 ⏱
But how do you think about the competitive and risk dynamics overall for OTCM? Yeah, so when looking at this, I look at a number of different things. So first off is product varieties. So does OTCM have a concentrated or diverse product line? I think it's quite obvious today from talking about these three product lines. They obviously have those three segments, but then each segment can be further divided into sub-segments.
综上所述，他们的产品种类非常丰富，而且都紧密围绕在交易基础设施之上。此外，该公司的业务高度具有持续性，81%的总收入来自订阅制安排。其次，我想关注他们的客户。买方是终端用户还是中介？在OTC Link中，他们的销售对象是中介，即证券经纪商，这些中介通常是金融机构，这些机构就是他们的客户。
▶ 英文原文 ⏱
So with that said, they have a very, very good variety of products that are all firmly centered on the trading infrastructure. And the business is also very highly recurring with 81% of gross revenue from subscription-based arrangements. Secondly, I like to focus on their customers. Is the buyer an end user or intermediary? In OTC Link, they are selling to intermediaries, which are the broker dealers, who tend to be, you know, financial institutions, and those are the customers.
现在，谈到市场数据的许可，他们有各种中间商。因此，他们的客户中既有像彭博这样的再分销商，也有作为终端用户的非专业投资者。至于企业服务，他们直接为公开上市公司提供服务，这些公司可以是国内公司，也可以是国际公司。
▶ 英文原文 ⏱
Now, when it comes to the market data licensing, they have a mixture of intermediaries. So you have people such as redistributors, like Bloomberg, but then you also have non-professional investors as part of their customers, who are also the end user. Then when it comes to corporate services, they are servicing the direct end user who is a public company. So they can either be a domestic company or an international company.
第三，我喜欢查看分销渠道。对于OTC Link，他们使用更多直接渠道。他们从经纪商、交易商和订阅者那里定期收取费用。而市场数据许可主要是通过像彭博社和Refinitiv这样的再分销商进行的，这是大多数间接渠道。企业服务是通过OTCM自己的销售团队直接提供的。最后，我喜欢查看OTCM运营所在的地区。
▶ 英文原文 ⏱
Third, I like to look at distribution channels. With OTC Link, they are using more direct channels. They receive fees on a regular basis from their broker, dealer, subscribers. Now, market data licensing is also mostly indirect through its redistributors, like Bloomberg and Refinitiv. Corporate services are direct through OTCM's own sales teams. And then lastly here, I like to look at the geographies that OTCM operates in.
因此，这个企业在全球范围内都有影响力，吸引来自世界各地的发行人。对于交易网络而言，与发行人的物理距离几乎无关紧要。OTCM设立了国际办事处，专注于欧洲、中东、非洲以及亚太市场。我是说，这运作得相当顺利，不言而喻。而且，他们似乎拥有多样化的产品和客户，还有多种渠道可以接触潜在客户。
▶ 英文原文 ⏱
So the business has this kind of global reach, attracting issuers from literally all over the world. So physical proximity to issuers is mostly irrelevant to the trading network. OTCM has built these international offices to target European, Middle East, African, and Asian and Pacific markets. I mean, it's a pretty well-oiled machine, right? It goes without saying. And they do have a diverse set of products and customers, it seems like, as well as multiple channels to reach potential customers through.
在竞争对手方面，因为这里有多个细分市场，所以情况有些复杂。不过，我想知道这些企业与OTCM相比，各自的优势和劣势是什么？即使OTCM由于与融资和交易相关的大量法规显得有些繁琐，但市场上显然仍然有其他竞争对手。我们已经提到其中的一些。首先，我们会讨论两个比较大的竞争对手，也就是我们已经提到的纽约证券交易所和纳斯达克。它们通过交易量获利，并为企业提供上市的机会，只要这些企业愿意进行必要的后台工作并支付适当的费用，就可以在这些交易所上市。因此，它们与OTC Link和企业服务构成了竞争关系。
▶ 英文原文 ⏱
But in terms of competitors, and obviously it's a little messy here because there's multiple segments, but I mean, what are the relative strengths and weaknesses of these businesses compared with OTCM? Yeah, so even though OTCM seems to be a modi business due to the large amounts of regulation around financing and trading, there's obviously still competitors out there. We've already mentioned a few of them. So the first two I'll discuss are the bigger ones that we've already mentioned, New York Stock Exchange and NASDAQ. These compete with OTC Link and corporate services as they monetize transaction volume and offer businesses the option to list if they're willing to do the necessary back-end work and pay the appropriate fees to be listed on those exchanges.
他们的优势在于，他们拥有非常庞大的市场预算、全球品牌、充足的资金池和大量广告。然而，他们的弱点在于，法律上禁止他们上市未在SEC注册的外国公司，而这正是OTCM的最大增长领域。此外，他们可能很难复制OTCM针对小型和风险企业的低成本、轻触模式。接下来是像彭博社和Refinitiv这样的公司，它们拥有非常雄厚的现金支持和更广泛的数据集，并且与企业之间有非常稳固的关系。
▶ 英文原文 ⏱
Now, there's strength that they have very, very large marketing budgets, they have global brands, deep liquidity pools, and heavy advertising. Weaknesses, though, would start off with the fact they're legally barred from listing non-SEC registered foreign companies, which is OTCM's largest growth segment. Additionally, they should have a very difficult time replicating OTCM's low-cost and light-touch model for small and venture issuers. Next would be businesses like Bloomberg and Refinitiv. They have very, very large amounts of cash backing them and even broader data sets companies, and they have these very, very entrenched corporate relationships.
但实际上他们是OTCM的客户，并且他们不提供替代产品。因此，OTCM的股票数据来自其自有的另类交易系统，而这两个公司无法处理这些数据，因为他们没有权限访问这些数据集。另外，OTC Link在隔夜交易中也有优势。我们之前稍微谈到过这一点。有几个竞争对手，包括Blue Ocean ATS和Bruce ATS，这些公司也在延长交易时间和隔夜的全国市场系统中竞争，而这些系统是OTCM的Moon ATS的一部分。
▶ 英文原文 ⏱
But they're actually a client of OTCM, and they do not offer a replacement product. So OTCM's equity data is taken from its own alternative trading system, and simply, it's not reckable by either of these businesses because they don't have access to that data set. Now, another advantage OTC Link has is in overnight trading. So we talked about this a little bit earlier. So there's a couple competitors. You've got Blue Ocean ATS and Bruce ATS, which also compete in extended hours and overnight national market systems, which OTCM offers as part of its Moon ATS.
全国市场系统的意思基本上是，你可以在任何市场进行股票交易，而不仅仅是在柜台市场。先把这个概念说清楚。这两家公司的弱点在于，它们再次专注于全国市场系统的市场，这些市场集中于主要的上市，而不是OTC（场外交易）市场，而OTCM显然主要关注的就是OTC市场。这就是为什么这些公司对OTCM构不成最大威胁的原因。我想听众们现在可以理解，为什么我说这一集术语密集，这可能让人感到有些晕头转向。
▶ 英文原文 ⏱
So national market systems essentially means that you can trade stocks on any market, not just over the counter markets, just to get that out of the way. Now, the weakness of these two businesses is that they're focused, once again, on those national market systems market, which again focuses on primary listings and not on OTC market, which OTCM is obviously primarily concerned with, which is why those businesses aren't, you know, the biggest threats to OTCM. I think at this point listeners will have a good appreciation for why I said this was a jargon-dense episode and why I felt like this can make your head spin a little bit.
所以，你可能需要在你的播客应用上多回放几次，仔细聆听这些内容。但基本上我想补充的是，沃伦·巴菲特有句名言，我知道你听过。他说，投资的第一条规则是永远不要赔钱，第二条规则是永远不要忘记第一条规则。在这种情况下，我的理解是：不要买入那些你不能收回本金的公司股票，因为你可能支付了远高于公司盈利水平的价格，或者因为公司的业务从根本上有所衰退。
▶ 英文原文 ⏱
So it's probably worth, you know, hitting back on your podcast app a couple times to listen through to these things a few more times. But basically what I would want to add to that is Warren Buffett has this saying that I know you've heard. And it's that rule number one of investing is to never lose money and rule number two is to never forget rule number one. And so the way I take that to me in this context is to not buy shares in a company where you can't get your money back either because you paid such a ridiculous premium relative to the company's earnings or because the business just fundamentally declines in some way.
翻译：一般来说，您可以控制前者，但对于后者来说，有时候会存在一些难以控制的非对称风险，比如COVID。对于OTCM，是否存在任何您认为这种商业模式特别容易遭受的生存性黑天鹅风险呢？有点讽刺的是，OTCM的一个主要优势在于他们必须依赖这些监管障碍。然而，如果某些法规发生变化，显然会让其他企业有可能完全摧毁或至少削弱OTCM的商业模式，我认为这对OTCM来说是一个潜在的生存威胁。
▶ 英文原文 ⏱
And so you can generally control the former, but to the latter point, sometimes there are these asymmetric risks that are just uncontrollable. COVID, for example. So with OTCM, are there any existential black swan risks that you think this business model is particularly predisposed to? Yeah, it's pretty ironic that one of OTCM's biggest strengths is that they have to rely on these regulatory hurdles. However, if certain regulations were to change, that would obviously open up the ability for other businesses to completely destroy or at least impair OTCM's business model, which I view as a potential existential threat for OTCM.
正如我之前提到的，OTCM公司的优势之一在于其在场外交易市场中占据了一个类似垄断的地位。大型公司被禁止列出未在美国证券交易委员会（SEC）注册的证券，这使得OTCM可以在其市场的小领域中相对不受竞争对手干扰地运营。这意味着像OTCQX和OTCQB这样的市场板块实在是非常难以被颠覆。然而，还有其他一些情况可能会影响到投资者可能面临的风险，尤其是在你持有该公司股份的时候。第一个需要关注的情况是试点交易所框架。
▶ 英文原文 ⏱
So as I mentioned, part of what makes OTCM so good is that it has this quasi-monopoly position in the over-the-counter market. The big players simply are barred from listing non-SEC listed securities, and this allows OTCM to operate in its small niche of the market relatively untouched by competitors. This means, you know, the OTCQX and the OTCQB are just really, really hard to disrupt. But there are a couple other scenarios that could play out that investors would definitely have to monitor in terms of risk if you were to own a part of this business. So the first one is a venture exchange framework.
就像我之前提到的，加拿大有多伦多证券交易所创业板（TSX Venture Exchange）。美国能否拥有类似纽约证券交易所或纳斯达克的创业板？实际上，以前确实有人提出过这样的建议。2019年，美国证券交易委员会（SEC）发布声明，邀请针对如何处理交易不活跃市场的方案。纳斯达克提出了他们的建议，但最终没有实质性结果。不过，如果SEC决定允许纳斯达克上市非SEC上市的股票，这肯定会削弱OTC Link及其企业服务部门的地位。SEC在提案中表示，这样做的原因是为了确保行业内保持一定的竞争。
▶ 英文原文 ⏱
So like I already mentioned, Canada has this with the TSX Venture Exchange. Could the U.S. have something like a New York Stock Exchange or NASDAQ Venture Exchange? That has already actually been proposed in the past. So back in 2019, the SEC issued a statement asking for proposals on how to handle the thinly traded markets. The NASDAQ made their proposal, but nothing really ever came of it. But, you know, if the SEC decided that the NASDAQ could list non-SEC listed equities, this would certainly degrade both OTC Link and its corporate services segment. Now, the SEC said in the proposal that the reason for doing this was to ensure that they maintained some competition in the industry.
在这里，第二个要点是强制重新注册规则。我之前提到，2021年对OTCM来说，监管方面有利。如果美国证券交易委员会（SEC）推翻这一决定，并要求企业必须在SEC注册而不是在OTCQB或OTCQX注册，这显然会给OTCM带来监管阻力。此外，还有另一个需要考虑的风险，这个风险可能不像改变法规那样具有存在性威胁，但仍可能对OTCM的商业模式构成风险。如果我们看看市场数据许可这一部分，客户集中度正在增加。也就是说，如果某个客户占了你收入的很大一部分或是越来越大的比例，他们的离开显然会对你的业务构成重大风险。
▶ 英文原文 ⏱
The second one here is mandatory re-registration rules. So I mentioned that in 2021, there was a regulatory tailwind for OTCM. If the SEC reversed this decision and required businesses to register with the SEC rather than with OTCQB or OTCQX, that would obviously create a regulatory headwind for OTCM. Also, there's another risk to consider that might not necessarily be as existential as changing regulations, but could still pose a risk to OTCM's business model. And if we look at the market data licensing segment, customer concentration there is increasing, meaning if you have a customer who accounts for a larger percentage of your revenue or a growing percentage of your revenues, their departure would obviously be a very meaningful risk to your business.
那么关于数据许可这一块，你是否担心OTCM在这一方面的集中度增加？是的，集中特定客户的风险真的很可怕。我认为在分析几乎任何业务时，考虑这一点都是个好主意。因为如果在客户与企业之间存在关键关系，而这一关系可能仅限于企业内部的某个人，当这个人被解雇、辞职或转换工作时，如果他们决定想要对原公司施加不利影响，他们可能会把客户一起带走。显然，从风险管理的角度来看，这是一个非常糟糕的潜在事件。
▶ 英文原文 ⏱
So with the data licensing segment, is that something you're worried about, this increase in concentration for OTCM? Yeah, concentration risk is really scary. And I think it's a good idea to look at this when analyzing pretty much any business because if there's a key relationship between a customer and a business and it comes down to, say, a relationship with, you know, one person in the company and that person maybe gets fired or quits or goes to a different job, and if they decide that they want to screw that original company over, they can take that customer with them, and obviously that's a horrible, horrible potential event in terms of risk management.
但是关于OTCM，有这样一个问题。当你查看OTC Link ATS时，正如你刚才所说，订阅用户数量正在减少，这在过去十年里是一个相当稳定的趋势，从116个减少到如今的77个。幸运的是，用户群体仍然相对多元化，而不是只有10个客户。所以我认为，经纪商数量可能由于多种原因而减少，比如收购、合并、重组和解散。现在，行业中的参与者减少可能意味着市场数据许可的专业订阅用户群体缩小。比如在2016年，他们失去了花旗集团的自动化交易平台，这实际上导致了OTC Link的年度收入同比下降了10%。
▶ 英文原文 ⏱
But here's the thing with OTCM, so when you look at OTC Link ATS, the subscriber count is shrinking, like you just said, and it's been a pretty steady trend here over the last decade, going from 116 down to just 77 today. Luckily, this is still, you know, pretty diverse. It's not like it's 10 customers. So I think it seems that the number of broker-dealers is maybe contracting due to a number of reasons, such as acquisitions, mergers, restructurings, and dissolutions. Now, fewer players in the industry may mean a smaller pool of professional subscribers for market data licensing. So back in 2016, they lost Citigroup's automated trading desk, and this actually caused a 10% drop in OTC Link's year-over-year revenue.
2025年的文件中提到了一个对市场数据许可同样具有启发性的内容。一家专注于零售的经纪商-交易商改变了其内部政策，结果仅在一年内报告的非专业用户数量减少了18%。然而，从OTCM的披露中获取集中度数据非常困难。在他们最新的财报中，他们只报告了市场数据许可部分的客户集中度。在这个方面，他们提到他们的最大客户约占该部分收入的9%。但实际上，当你把这一切放在一起看时，我认为这比你想象的要不那么可怕。
▶ 英文原文 ⏱
The 2025 filings note something equally instructive for the market data licensing aspect. One retail-focused broker-dealer changed its internal policy, resulting in a material 18% reduction in reported non-professional users for just the year. Unfortunately, though, it's really hard to get concentration data from OTCM's disclosures. In their latest earnings release, they only really report customer concentration for the market data licensing segment. And in that, they noted that their top customer is about 9% of revenue in that segment. But really, you know, I think when you put all this together, I think it's a little less scary than you'd imagine.
如果我们假设OTC Link的ATS用户数量持续减少对其专业用户的市场数据许可业务产生了负面影响，那其实这个假设是错的。实际上，过去十年专业用户增加了35%。所以即使OTC Link ATS上的经纪交易商订阅量在减少，这实际上并没有像我最初想象的那样影响市场数据许可（MDL）部分。那么，这个非专业用户群到底是怎么回事呢？因为我查看了一张关于其市场数据许可客户群的图表，发现其中有一部分是非专业用户，并且这部分用户非常不稳定。
▶ 英文原文 ⏱
If we assume that OTC Link's ATS subscriber counts continuing to shrink has actually harmed the market data licensing aspect of the business in terms of its professional users, that's actually the incorrect assumption. So professional users have actually increased by 35% over the last decade. So even though the broker-dealer subscriptions on OTC Link ATS are shrinking, it's actually not affecting the MDL segment as I initially assumed. So what's the deal with this non-professional segment, right? Because I'm looking at a chart here of their customer base here on the market data licensing and there's a chunk of these non-professional users and it's actually very volatile.
它经历了一次大幅上涨，然后又大幅下滑。那么，这种情况能被平稳化处理吗？OTCM的客户都是谁？对，我同意。在合适的环境下，这一领域的增长确实令人震惊，但在不利的环境下又会下降。不过，我觉得很重要的是，市场的狂热对这个业务有很大影响。刚才你提到的图表我也看了，2020年和2021年的交易量非常大，因为这个原因，很多散户投资者开始对OTCM提供的市场数据许可感兴趣。
▶ 英文原文 ⏱
It's got this big jump and then this big decline. And so, I mean, is this something that can be smoothed out? I mean, who are these customers for OTCM? Yeah, I agree. It's pretty shocking to see how much that segment can grow in the right environment, but then also decrease in the wrong environment. But I think it's really important, like I mentioned before, is that market euphoria really has a big impact on this business. I'm looking as well at that chart that you just discussed and the trading volumes were huge in 2020 and 2021. And because of that, you had many retail investors that got interested in the data sets that OTCM's market data licensing offered.
现在，我能看到这些数据的最大用途就是获取一级和二级订单簿数据。如果你想查看谁在买卖你感兴趣或已经持有的特定股票，这是一种非常好的方式来获取相关数据。我个人并没有特别关注这些，但我所在的一些投资圈中，我了解到很多投资者非常喜欢获取这些数据，以便找出哪个基金在买哪种股票以及买入的数量。
▶ 英文原文 ⏱
Now, the biggest use case I can see of this data is simply just getting level one and level two order book data. So if you want to see who's buying or selling a specific stock that maybe you're interested or maybe something that you already own, this is a great way to get the data to do just that. So I personally have never really bothered with that. But from some of the investing circles that I'm in, I know that there's a lot of investors that absolutely love getting this data and finding which fund is buying what stock and in what kind of volumes as well.
说实话，回到你提到的他们是否有可能解决这个问题，我认为最佳的思考方式可能是假设非专业用户人数在1万人左右的范围内可能会在较长的时间里以单位数的速度逐渐增长。不过你可以预期，当市场再次出现大规模狂热时，我们可能会获得一些非常周期性的短期利好风，也就是在某个时间点，这部分业务会有很高的提升。但正如图表所示，当这种狂热消退后，随着市场情绪回归正常，这种增长最终会回到平均水平。
▶ 英文原文 ⏱
But to be honest, getting back to your point about whether they can ever smooth this out, I think the best way to think about it is probably to assume that non-professional users kind of hugs that 10,000 person line might gradually grow in the single digits annually over a long enough time period. But you can expect whenever we have a next massive euphoria in the market, we're probably going to get some very cyclical short term tailwinds that will improve this part of the business at a very high level. But again, as that chart shows, after that euphoria wears off, it's going to end up regressing back to the mean once sentiment normalizes.
这让我觉得有趣，因为如果你是一个普通投资者，还要花钱从 OTCM 获取订单簿数据，这听起来像是一个很高深的操作。就像，究竟是谁真的在这样做呢？实际上，任何非专业的市场数据许可业务能够在实质上存在，都让我感到有些意外。不过，在我们把这些零碎的信息拼凑在一起时，我仍然不太清楚他们的单位经济效益。我认为这是一个我们应该进一步研究的问题。
▶ 英文原文 ⏱
It's funny to me because if you're a retail investor paying for order book data from OTCM, that seems like a really sophisticated thing to be doing. Like, who is actually doing that? I mean, the fact that any non-professional market data licensing business at all exists in any material way is kind of a big surprise to me. But as we're putting all the puzzle pieces together here, I'm still not sure I have a strong grasp of their unit economics. So I think that's something we should dig into more.
这段话可以翻译为：
"这确实有些难以整体理解，因为你需要面对三个非常不同的部分，这些部分还可以进一步细分为子业务线。不过，就整体单位经济学而言，你能具体谈谈你发现了这家公司哪些信息吗？的确，仅仅从披露的信息找到这些并不容易。根据我们查看的内容，他们提供了一些关键绩效指标，比如用户数量等。他们也提供了一些收入方面的信息，但除此之外，就没有更多内容了。所以，要获得每个部分的单位经济学确实很难。"
▶ 英文原文 ⏱
And this is clearly a bit tougher to understand holistically because you do have these three very different segments that can be broken down further into subsidiary business lines. But in terms of just unit economics overall, can you expand on what you were able to find for this company? Yeah, it was not easy to find just based on the disclosures. Looking at them, they kind of give some KPIs in terms of subscriber counts, etc. They'll give some things like revenues, but then after that, that's kind of it. So it's really hard to get the unit economics of each of the segments.
即使他们做了每一个部分，我不知道到底有多少部分，可能是20、30、甚至40多个不同的部分，这对他们自己的公司来说都会有点麻烦。但我可以告诉你，这个业务有能力在成本不高的情况下扩展规模。考虑到他们在市场热潮期间大幅增加了收入，这一点似乎很明显。此外，我还没有提到OTCM不需要花钱去获取新客户这一点。
▶ 英文原文 ⏱
And even if they did every single segment, I don't know how many that would be, 20, 30, 40 plus different segments, it would just be a bit of a headache for them to even do on their own company. But what I can tell you is that the business has the ability to scale up without much cost. I think that seems quite obvious given the fact that they've ramped up revenue during these euphoric times in the market. On top of that, I didn't really mention the fact that OTCM doesn't really need to pay any money to acquire new customers.
现在，请注意，这并不是一个可以通过增加广告开支来吸引新客户的传统SaaS业务。因此，OTCM能够获得新客户，是因为由于之前提到的法规方面的原因，他们的客户基本上是被“逼”过来的。所以，我们来看一下企业服务这一部分，在2025年，OTCM新增了超过430个企业服务订阅。不过，OTCM并没有披露他们在每个业务板块上的市场和广告支出。
▶ 英文原文 ⏱
Now, keep in mind that this isn't a traditional SaaS business that can just turn up advertising spend to attract new customers. So OTCM gets new customers because their customers are essentially forced their way due to regulation in ways that I've already discussed. So if we look at the corporate services segment here, in 2025, they added over 430 new corporate service subscriptions. Now, OTCM doesn't disclose their marketing and advertising spend per segment either.
他们只是在运营支出中列为一个单独的项目。因此，在2025年，他们在市场营销和广告上的支出仅仅为160万美元。如果我们假设这些支出100%用于公司服务，我认为实际花费可能会更少，那么他们获得新客户的成本仅为每个3700美元。而他们的年费大约是26000美元，这意味着他们的广告支出获得了非常高的投资回报。
▶ 英文原文 ⏱
They only listed as a single line item in OPEX. So in 2025, they spent a paltry $1.6 million in marketing and advertising. So if we assume that 100% of that spend was on corporate services, which I assume is actually even a lower number, then they acquired new issuers at a cost of only $3,700 each. Now, their annual fee is around $26,000, meaning that they're getting a ridiculously high return on investment on their advertising spend.
但从另一个角度来看，这可能不是分析这家企业的最佳方式，因为他们不能像 Uber 那样，随便花 1000 万或 2000 万美元在广告上并期望得到同样的回报。Uber 这样的公司在广告上的投入能获得很好的回报，他们能继续扩张主要归功于他们赚到更多的钱，然后可以投入更多广告。然而，对于 OTCM 来说，市场上存在的发行方数量是有限的。
▶ 英文原文 ⏱
But again, it's probably not the best way of looking at this business simply because they can't just go out there and spend $10, $20 million on advertising and expect to get the same return. Whereas a business like Uber, they have a ton of good returns on their advertising and their ability to continue to scale up is largely just a factor of them making more money that they can then pump into advertising. Unfortunately, with OTCM, there's only so many issuers that are out there that exist.
即使OTCM想要花更多的钱，也没有意义，因为最终会上市的公司数量是有限的。所以没有必要在广告上花更多的钱。而且我还认为这些客户的生命周期价值很高，因为这一业务领域的流失率非常低。 没错。
▶ 英文原文 ⏱
Even if OTCM wanted to spend more money, it just wouldn't make any sense simply because there's only a certain amount of companies that are going to end up going public. So there's not really any more reason to spend more money on advertising. And I'd also assume that the lifetime value of these customers is super high given the just very low churn of this business segment. That's correct.
好的。企业服务部门的客户流失率仅为5%至7%，这意味着他们的发行客户平均合作时间大约为14到20年。在这段时间内，OTCM公司可以从一个企业服务客户那里赚取35万至50万美元，这还不包括每年3%的价格上涨。从单个客户经济效益来看，这项业务确实非同寻常，但它的扩展能力并不在他们的掌控之中。这样看的话，很难否认我们是一家非常高质量的企业。
▶ 英文原文 ⏱
Yeah. So the corporate service segment has a churn rate of just 5% to 7% and this applies an average tenure of about 14 to 20 years for their issuers. So OTCM is making between $350,000 and $500,000 over the lifetime of a corporate services customer and this doesn't even account for the 3% annual price increase. So the unit economics of this business are quite extraordinary but again, the ability to scale is just not in their control. When you put it that way, it's very hard to argue against us being an incredibly high quality business.
因此，我想回到讨论公司的资本回报率，因为我认为这是我们需要确保充分理解的一个重要点。像这种资本类型的企业通常会有很高的资本效率，但如果他们没有太多机会将资本重新投资以推动业务增长——这正是我之前提到的——那么那些数字就意义不大，对吧？你需要有投资机会，并且能够从这些机会中获得高回报。
▶ 英文原文 ⏱
And so I want to go back to discussing the company's returns on capital because I think this is such an important point for us to make sure we understand well. A business that is capital like this does tend to have high capital efficiency numbers but if they have few options to reinvest capital back into to grow the business and this is what I was alluding to earlier, then that just doesn't mean much, right? You need to have investment opportunities and be able to generate high returns on those opportunities.
我感觉这有点像我之前提到的VeriSign，他们的业务非常优秀，但如果他们没有能够持续投资的增长机会，只是每年依靠提价，那么要成为那种可以增长五到十倍的长期增长型企业就很难。
▶ 英文原文 ⏱
And so I get the feeling that kind of like VeriSign, as I mentioned earlier, they have a wonderful business but if they don't have growth opportunities beyond raising prices that they can sustainably invest in every single year, then it's just very difficult to be the type of compounder that can turn into a five or ten bagger over time.
您提到的关于公司资本回报率的观点是否正确？以及您是否认为这项业务能持续增长？ 是的，Sean，这是一个很好的问题。正如我之前提到的，ROIC其实并不是分析OTCM资本效率的最佳方法。让我来详细说明一下，然后我们再谈论再投资的部分。
▶ 英文原文 ⏱
And so is that about right in terms of how you think about the company's return on capital and think about this business as being a compounder or not? Yeah, that's a great point, Sean. So I mentioned earlier that ROIC actually isn't the best way to analyze OTCM's capital efficiency. So let me just get into that and then we'll get into the reinvestment part.
因此，OTCM属于一个少见的类别，在这个类别中，ROIC（即投入资本回报率）很难有效运用，除非做出大量复杂的调整。原因是，ROIC的分母部分，也就是投入资本，实际上是零或负数。 在2025年，OTCM的资产负债表上有3360万美元的客户预付款，作为无息的流动负债。这实际上使得OTCM成为一个负营运资本的企业，这其实是很有利的，因为这意味着OTCM的客户每年持续地提供零成本的融资。
▶ 英文原文 ⏱
So the reason that OTCM is in the rare category where ROIC just doesn't really work unless you make a lot of very heavy adjustments. And the reason for this is because the denominator part of ROIC or invested capital is actually zero or negative. So in 2025, OTCM had $33.6 million of customer prepayments sitting as non interest-bearing current liabilities on the balance sheet. Now this essentially makes OTCM a negative working capital business, which is actually highly favorable because it means that OTCM's customers provide zero cost financing annually and persistently.
现在，有另一种方法专门用来查看OTCM的资本效率，那就是看股本回报率（ROE）。但即使这个数字也不是最有帮助的，因为他们2025年的税后净收入比总股东权益还要高。因此，他们的ROE达到了惊人的102%。显然，在资本效率方面，高数值是很好的，但正如你提到的，我们必须回到实际的价值创造上来。
▶ 英文原文 ⏱
Now another way of looking at capital efficiency specifically for OTCM is to look at returns on equity. But even this number isn't the most helpful as their 2025 gap net income was higher than their total shareholder equity. So their ROE comes in at a ridiculous 102%. Now obviously with capital efficiency, it's great to have high numbers, but like you mentioned, we have to circle back and connect that to actual value creation.
一个拥有三位数股本回报率（ROE）的公司通常处于以下几种情况之一。首先，它可能处于初创阶段，能够迅速创造股东价值，但这种状况通常只能持续较短时间。其次，公司可以将利润再投资于业务，但如果选择再投资，其产生的回报通常无法接近原本的高ROE水平。第三，公司可以保持较高的ROE，但必须将大部分利润分配给股东。
▶ 英文原文 ⏱
A company with an ROE in triple digits is usually in a few situations. So the first is that it's in its infancy and it can rapidly create shareholder value, but just for a shorter duration of time. Second, it can reinvest into the business, but it lacks the ability to generate returns anywhere close to that ROE number if they decide to reinvest into the business. And third, they can just keep the ROE high, but they have to distribute the majority of profits to shareholders.
在OTCM的情况下，第三个可能是最贴切的解释。所以，如果我们看看他们2025年的净营业税后利润（NOPAT），我估计大约是3000万美元。但当我们看他们的分红时，发现他们分发了2960万美元，而股票回购花费了290万美元。所以他们的分配总额是净营业税后利润的100%，这意味着他们几乎没有再投资于业务扩大或发展。
▶ 英文原文 ⏱
Now in OTCM's case, number three is probably the most descriptive answer. So if we look at their net operating profits after tax for 2025, I have a number in the range of about $30 million. But when we look at dividends, they distributed $29.6 million and share repurchases at $2.9 million. So distributions are 100% of NOPAT, meaning they basically aren't reinvesting back into the business.
考虑到他们在并购方面的有限经验，这也是有道理的。他们只在之前提到过的Blue Sky和Edgar Online收购上投资了1490万美元。这一点很重要，因为我认为即使是经验丰富的投资者也可能被这些细节绊倒。虽然权益回报率（ROE）是一个很可靠的指标，但如果企业无法有效利用其留存收益来实现复利增长，这个指标就显得没有太大意义。
▶ 英文原文 ⏱
And that makes sense given their light track record of M&A. They've only invested $14.9 million on acquisitions that I mentioned earlier in Blue Sky and Edgar Online. It's such a great point because I think there are these details that can even trip up experienced investors, right? ROE is this very solid metric, but it doesn't tell you much if the business can't compound its retained earnings.
实际上，自2020年以来，OTCM的股东权益以大约16%的复合年增长率增长。尽管他们几乎将所有利润都用来支付股息，但他们是如何成功增加股东权益的呢？答案就在细节中。起初我也对此感到非常困惑。
▶ 英文原文 ⏱
And yet, OTCM has increased shareholders' equity at about a 16% CAGR since 2020, actually. Despite paying out nearly all of their profits as dividends, how is it even possible that they actually have managed to compound their equity? Yeah, so the answer here is in the details. I was very confused by this at first as well.
因此，权益的大部分增加实际上来自于股票薪酬所带来的额外实收资本。讽刺的是，这实际上压低了OTCM的真实股本回报率（ROE）。原因在于，净收入因为股票薪酬的非现金费用而减少，同时由于股票薪酬，权益却被虚增。
▶ 英文原文 ⏱
So most of the increase in equity has actually come from additional paid-in capital that's resulted from stock-based compensation. And this ironically suppresses OTCM's true ROE. So net income is depressed by share based compensation's non-cash charges, and equity is simultaneously inflated by share based compensation.
现在，我不会告诉你ROE具体是多少，因为我觉得那只会让事情变得更复杂。只需要知道它比102这个数值要高。但重要的是，ROE一直非常稳定，自2017年以来从未低于80%，10年平均值是94%。
▶ 英文原文 ⏱
Now, I won't tell you what the ROE number is because I think it just overcomplicates things. Just know that it's higher than that 102 number. But the important thing is that ROE has been really stable, never falling below 80% since 2017, and the 10-year average is 94%.
所以，你知道，这个业务可能会继续保持非常高的资本效率，但他们不会在业务上进行大量的再投资，因为他们没有地方可以再投资。因此，我预计大部分利润将通过股息分配给股东，少部分会用于回购股票。
▶ 英文原文 ⏱
So, you know, this business is probably going to continue to have very, very high capital efficiency, but it's just not going to be reinvesting much back into the business as they just don't have a place to reinvest. And therefore, I would expect the lion's share of its profits to be distributed back to shareholders in terms of dividends mostly and a little bit in share buybacks.
我们来转换一下话题，现在讨论一下管理。我知道你和我一样，非常重视管理，并且从多个角度来审视管理。我们先从CEO格罗姆韦尔·科尔森开始讨论。你会如何评价他在领导公司方面的表现？
▶ 英文原文 ⏱
Let's shift gears here and discuss management now because I know you're similar to me in that you place a large emphasis on management and look at management through a number of different lenses. So let's start with the CEO, Gromwell Coulson. How would you evaluate his performance leading the company so far?
当然，Gromwell Coulson已经担任OTCM的首席执行官长达29年。鉴于他的任职时间，你可能会以为他是公司的创始人，但有趣的是，OTCM成立于1913年，当时名为国家报价局。我非常敬佩Coulson的一点是他始终如一的长远眼光。
▶ 英文原文 ⏱
Yeah, so Gromwell Coulson has been a long-tenured CEO having been in that position with OTCM now for 29 years. Now, given that tenure, you may be thinking he's the founder of the business, but interestingly, OTCM has been around since 1913 and was formerly known as the National Quotation Bureau. Now, the one thing that I really admire about Coulson is his ability to maintain a long-term focus.
例如，在他们最近的演讲中，建立长期股东价值是他们的战略重点之一。我认为他在担任公司领导期间，在这方面做得非常出色。通过使用Fiscal AI，我可以查看从2016年至今的情况，期间资本收益回报提高了12%的复合年增长率，非常不错。同时我还看到，自2016年以来，他们平均股息收益率约为4%。
▶ 英文原文 ⏱
For instance, in their latest presentation, building long-term shareholder value is one of their strategic priorities, and I think he's done a really good job on that front in his time as the leader of the business. So using Fiscal AI, I can look back from 2016 until now, and capital gains returns have improved at a 12% kegger. Very nice. I can also see since 2016, they've averaged about a 4% dividend yield.
股东回报大约为16%，超越了同期的标准普尔500指数。如果我使用巴菲特的第一条规则来衡量Cromwell创造的股东价值，也相当不错。自2016年以来，OTCM保留了大约1820万美元，在同一时间段内，它创造了约3.42亿美元的市值，同时还支付了1.29亿美元的股息。由此看来，价值创造非常出色。
▶ 英文原文 ⏱
So shareholder return has been around 16%, beating the S&P 500 over the same time period. Now, if I use Buffett's rule number one to see how much shareholder value Cromwell has created, it's also quite good. So since 2016, OTCM has retained about $18.2 million, and over the same time period, he's created about $342 million in market cap value, along with $129 million in dividends. So the value creation has been very, very good.
与此同时，公司几乎没有对股东造成稀释，也没有让他们背上沉重的债务。正如我之前提到的，公司的总发行股票从2016年的1110万股增加到了今天的1180万股。在评估管理团队及其管理股东资金的能力时，激励机制和透明度是非常重要的因素。毕竟，作为股东，你是在信任他们来管理你的财务资源，对吗？
▶ 英文原文 ⏱
And this is all while shareholders have been basically minimally diluted and not having to be laden with debt. So total shares outstanding, as I've mentioned. 2016, they were $11.1 million, and today they're $11.8 million. Incentives and transparency are so important to consider when looking at a management team and their ability to oversee your money as a shareholder, right? You're trusting them to custody your financial resources.
因此，考虑到Coulson是一位长期担任首席执行官的人，你对此感觉如何？你觉得他是个好的资本管理人吗？我的简短回答是肯定的，但让我详细说明一下。我喜欢回顾过去几年的管理情况，看看他们是如何处理他们所处的环境的。就Cromwell来说，他在位时间非常长，因此，更像巴菲特所说的那样，问题在于他是如何应对商业模式的周期性的，以及他在处理诸如损失等问题时是否坦诚。
▶ 英文原文 ⏱
So with Coulson being such a long-tenured CEO, is that something you feel pretty good about? Is he a good steward of capital? I would say yes, short answer, but let me expand on that. So I like to look a few years in the past at management to see just how they've done with the hand that they were dealt. So in Cromwell's case, he's been around for such a long time that, you know, the hand that he was dealt with in Buffett's terms are more of a question of how he's dealt with the cyclicality of the business model and whether he's candid on things like losses.
好的，我们来理解一下这段话。在2021年，他告诉投资者们，评估管理层时不要仅仅看季度或年度的表现，而应该在五到十年的时间内进行评估。所以我认为Coulson很好地向投资者传达了他注重长远发展的理念。关于透明度，一个很好的例子是通过OTCM在Edgar的某次收购来观察。
▶ 英文原文 ⏱
So let's go over that. So in 2021, he told investors to evaluate management, quote, not on a quarter to quarter, not year to year, but every five to ten year basis. So I think Coulson does a really good job signaling to investors that he's very long-term oriented. Now in terms of transparency, a great place to look at this is through one of OTCM's acquisitions in Edgar.
他们在2022年购买了这家公司，Coulson在同一年承认Edgar Online并没有立即盈利。他表示，如果他们以八到十倍收入的价格收购一家信息公司，短期内会显得更精明，但这种价格对股东的长期利益并不合适。虽然Edgar在接下来的几年对利润率造成了一定影响，Cromwell反复强调这是一个长期项目。
▶ 英文原文 ⏱
So they purchased it in 2022 and Coulson in the same year admitted that Edgar Online wasn't instantly profitable. He said he would have looked smarter in the short term if they pay up eight times revenue to ten times revenue for an information business, but simply that that price just wasn't right for the long-term benefit of shareholders. While Edgar weighed on margins over the next few years, Cromwell has repeatedly said that it's a long-term project.
现在，如果我们来看另一个成功得多的收购案，那就是蓝天数据公司。这次收购绝对比收购Edgar要快得多，仅仅18个月后，Cromwell就称赞蓝天是一次极好的收购。他说真希望我们一年能再做五次这样的收购。在这18个月中，我们实现了技术整合，成功让用户转向从我们这里获取数据，重新签订了所有的合同，并为产品增添了更大的价值。
▶ 英文原文 ⏱
Now, if we look at the other acquisition that worked out a lot better, that was Blue Sky Data Corp, this was an acquisition that was most definitely a much quicker victory than Edgar. So after only 18 months, Cromwell said Blue Sky was a fantastic acquisition. I wish we could do five more of them a year. It was 18 months to a wind where we got the technology consolidation, we switched people over to receiving the data from us, we repapered all the contracts, we stuffed much more value into the product.
现在，由于OTCM的许多业务部门已经存在很长时间了，这让我觉得他可能习惯于从长远角度考虑问题，因为这些部门和子公司很多已经有超过10年的历史。他还讨论了OTC在隔夜交易中的另一次亏损，并提到在其初期几乎没有交易活动。
▶ 英文原文 ⏱
Now, since many of OTCM's business units have been around for just so long, it makes me think that he probably defaults to thinking pretty long-term as many of these divisions and subsidiaries have been around for 10 plus years. He's also discussed another loss in OTC overnight and how it had nearly zero trading in its early days.
所以我很有信心，他在成功和失败方面都很透明，我非常欣赏这一点，因为至少你知道有一个值得信任的人在经营你的业务。这让人感到耳目一新，对吧？很多人喜欢公开谈论他们的成功，但能够坦诚讨论自己的失败是非常吸引人的。因此，我很高兴听到OTCM似乎有一位几乎是明星级的CEO在带领。
▶ 英文原文 ⏱
So I'm pretty confident that he's transparent about both wins and losses and I really appreciate that because at least, you know, you have someone that you feel you can trust who's running your business. It's refreshing, right? A lot of people love to openly discuss their wins, but being able to honestly discuss your losses is very appealing. And so I am glad to hear OTCM has what seems to be almost a superstar CEO leading it.
在薪酬的激励机制以及为股东管理资本方面，他的表现如何？管理层奖金的主要目标是为股东创造价值吗？是的。截至2026年，克朗普韦尔·科尔森直接持有超过27%的流通股。他对公司的发展有很大的利益相关，并且一直是长期股东。自2017年以来，他的持股比例从大约30%略微下降。这并不是因为在公开市场上出售股票，而是因为限制性股票单位（RSU）的兑现和一次向机构投资者的私人出售。
▶ 英文原文 ⏱
But in terms of how well his compensation is aligned with incentives and managing capital for shareholders, is value creation for shareholders a primary goal behind management's bonuses? Yeah. So as of 2026, Cromwell Colson directly owns over 27% of the shares outstanding. So he has tons of skin in the game. And he's been a very long-term shareholder. So he's only had a modest decline from about 30% ownership back in 2017. And this wasn't even really the result of open market selling, but rather vested RSUs and a private sale to an institutional investor.
实际上，所有权并不仅仅限于此。Colson 家族还持有另外的 130 万股股份。加上 Cromwell，整个 Colson 家族大约拥有公司 35% 的股份。在 Cromwell 成为首席执行官后，他将 OTCM 从一个便士股票清算所发展到了今天的地步。而且，他在多个市场周期中持有这些股份，包括科技热潮、全球金融危机和新冠疫情期间。
▶ 英文原文 ⏱
But the ownership doesn't actually end there. So the Colson family holds an additional 1.3 million shares. So put together with Cromwell, the entire Colson family owns roughly 35% of the company. Now, when Cromwell became CEO, he took OTCM from a penny stock clearinghouse to what it is today. And he's held those shares through multiple market cycles, including the tech boom, the GFC, and COVID-19.
现在，其他管理人员和董事合计拥有大约75万股。如果我们不考虑 Colson 家族，只看 Cromwell，他们总共拥有公司约35%的股份。对于一个非创始人CEO来说，能在公司中积累这样一大笔股份，这显然表明他非常积极地利用自己的薪酬来购买和持有股票。或者，从另一个角度来看，这可能表明公司在股票薪酬方面相当宽松和大胆。
▶ 英文原文 ⏱
Now, other officers and directors combined own about 750,000 shares. So if we remove the Colson family and just keep Cromwell, they all together own about 35% of the company. For a non-founder CEO to be able to accrue that kind of stake in a company, I mean, he's clearly been very aggressive about using his pay to purchase and hold on to shares. Or it could tell you on the flip side that the company has played very fast and loose with stock-based compensation.
但在这里情况似乎并非如此，因为正如你所指出的，公司成功地防止了股份数量的增长。所以，如果他们在这方面做得这么好，他们的股票薪酬就不会过于激进。那么，管理团队的其他成员呢？你喜欢他们被激励的方式吗？
▶ 英文原文 ⏱
But that doesn't really seem to be the case here since, as you've outlined, the company has managed to prevent share count growth. So they can't be too crazily aggressive with the stock-based comp if they're managing that so well. But how about the rest of the management team? Do you like the way they're incentivized?
好的，让我先快速说明一下管理团队的薪酬情况，因为这对我来说是一个非常重要的数据点。我希望看到的管理层薪酬不要比同行业的同类公司高出好几倍。公司总裁和高管团队（包括Cromwell-Colson）的总薪酬在55万到100万美元之间。Cromwell的薪酬大约是80万美元，接下来我们可以把这个数字与同行业的公司来对比一下。
▶ 英文原文 ⏱
Yeah, so let me first quickly mention what the management team is making because I think that's a really, really important data point as I prefer to see management that hopefully, you know, isn't making multiples of what other comps in their industry are making. So President and C-suite executives, including Cromwell-Colson, have total compensation ranging between about $550,000 to a million dollars. Cromwell is making about $800,000 in compensation, but let's compare that to industry comps.
NASDAQ披露，阿迪娜·弗里德曼在2024年的总薪酬约为2150万美元，而ICE的首席执行官在2024年的薪酬也约为1980万美元。相比之下，CBOE的首席执行官在2024年的薪酬相对较低，仅为330万美元。据我所了解到的，以上三家公司的其他高管的薪酬都远高于OTCM的薪酬。
▶ 英文原文 ⏱
So NASDAQ has disclosed that Adina Friedman has a total comp package worth about $21.5 million in 2024, and ICE's CEO has a comp package of about $19.8 million in 2024 as well. The CEO of the CBOE has a much more modest comp package in relation at just $3.3 million in 2024. So from what I could find other executives at these three companies, we're all making well above what OTCM's comp is.
但让我们回到我最喜欢的薪酬分析部分之一，即经理们如何获得奖金。在2023年的股东信中，Cromwell 写道：“我们认为，多年绩效和长期价值创造需要将决策者的现金奖励与经营收益挂钩，并将他们的限制性股票奖励与可持续的收入增长挂钩。”
▶ 英文原文 ⏱
But let's get back to one of my favorite parts of looking at compensation, which is how managers earn their bonuses. So in the 2023 shareholder letter, Cromwell wrote, we believe multi-year performance and long-term value creation requires aligning decision makers' cash incentives compensation with operating earnings and their restricted stock awards with sustainable revenue growth.
目前，据我所知，这两个关键绩效指标（KPI）仍然是管理层获得激励的两个主要标准。收入这一部分我不是特别喜欢，因为如果一家公司仅仅通过收入来激励管理层，他们可能会不惜代价、大手大脚地花钱来提高收入，却损害了股东的利益。但因为还有稀释后的每股收益这个因素，我认为这很好地确保了创造的价值也必须使股东受益。
▶ 英文原文 ⏱
Now, as far as I can tell, these two KPIs are still the two hurdles that management is incentivized on. The revenue part isn't my favorite simply because if a business uses revenue alone to incentivize their management, they can just throw costs into the wind and spend as much as possible to just increase revenue while destroying shareholder value. But since they have this diluted EPS part of the equation, I think it does a great job in ensuring that value creation actually has to benefit shareholders as well.
因此，他们不能随意超支，因为正如我所讨论的，这实际上也不能作为一种选项去获取基于收入的奖金。现在，RSA奖励与收入增长挂钩，而现金奖金似乎与每股收益（EPS）目标挂钩。我没有找到具体的门槛是什么，但根据我所了解的，股票和现金的比例大约是各占50%。
▶ 英文原文 ⏱
And because of that, they can't just go around overspending, which as I've discussed, isn't really an option anyways, to earn their revenue-based bonus. Now, RSA grants are aligned with revenue growth and cash bonus appears to be aligned with the EPS target. Now, I couldn't find what exactly those hurdles specifically were, but from what I can tell, it's about 50% in stock and 50% in cash.
现在，很少有企业使用每股收益（EPS）作为关键绩效指标（KPI），所以我很高兴在这里看到这一点。我认为这是一个非常稳固的激励计划，并且显然运行得很好，因为在过去十年里，收入和稀释每股收益每年复合增长了11%和12%。但最后一点非常重要的是，他们在2025年的年度报告中提到，2025年和2024年的业绩目标实际上没有达到。
▶ 英文原文 ⏱
Now, it's very, very rare to see a business having an EPS KPI, so I'm really, really glad to see it here. I think this is a pretty solid incentive program, and it's clearly working quite well as revenue and diluted EPS have compounded at 11% and 12% annually over the last decade. But one final note that's really important is that in their 2025 annual report, they said that performance hurdles for 2025 and 2024 had actually not been met.
你知道，每当我想到通过预测未来来评估一个企业的价值时，这并不是一种可以完全依赖的方法，对吧？这本身就是一个有缺陷的过程，你无法做到完美和一致。不过，我仍然认为思考这个企业在未来三到五年内可能会是什么样子是有价值的。鉴于这家公司具有很强的垄断特性，可能会让我们对未来有较好的预期。我在其他类似垄断性质的公司中也发现了这一点。那么，你怎么看这家公司在未来三到五年的发展？
▶ 英文原文 ⏱
You know, whenever I think about looking into the future to try and model a business's value, it's not something you want to put too much stock in, literally, right? It's a flawed process that really, by definition, you can't do it perfectly and consistently. But still, I do think it is a worthwhile exercise to think about what can this business plausibly look like over the next three to five years. And given that this is a company with very monopoly-like characteristics, it probably lends itself to having pretty good visibility into the future. That's what I've found with other monopoly-like companies. So how do you see the next three to five years going for this business?
是的，我同意你的看法，Sean。我认为这家企业在五年内依然存在的可能性非常大，并且可能还会蓬勃发展。毕竟，如果你看看他们最终收购的企业——国家报价局，它自1913年以来就一直存在。我现在想做的是看看这家企业在未来五年内是否会繁荣发展。很显然，这家公司会继续存在。他们的负债几乎可以忽略不计，破产的可能性非常低。而且，这家公司是非SEC注册发行人在美国市场上市的少数途径之一，这种巨大的优势我认为可以持续很长时间，这有助于保护OTC Link和企业服务。
▶ 英文原文 ⏱
Yeah, I would agree with you there, Sean. I think the chances of this business existing in five years is very, very good and probably thriving as well. After all, you know, if you look at the National Quotation Bureau, the business that they eventually acquired has been around since 1913. So what I want to do right now, though, is look at whether this business specifically is going to be thriving, let's say, five years from now. And I think it's pretty clear this business is going to exist. They carry negligible debt. The chance of them going bankrupt is very, very low. The fact that it's just one of the very few ways for non-SEC registered issuers to list on U.S. markets is a huge advantage that I think can continue to endure for a very long time, which helps protect OTC Link and corporate services.
由于他们是一家可以持续从市场这个特定群体中收集数据的企业，这对于保护公司的市场数据许可部门至关重要。正如你提到的，我完全同意你的看法。这家公司确实具有很强的内在可预测性。因此，创新和人工智能等因素不太可能对这家公司造成破坏，原因在于它的强大竞争优势主要来自于监管机构对竞争对手进入其特定领域的限制，而并不是基于某种技术遥遥领先于竞争对手。而实际上，我们现在观察到的情况是这种优势正在被削弱。
▶ 英文原文 ⏱
And since they're just one of these businesses that can continue gathering data from this cohort of the market, it's also vital in protecting the business's market data licensing segment. Now, like you mentioned, I think I completely agree with you. The business does have a lot of embedded predictability. So things like innovation and AI are just very, very unlikely to disrupt this business simply because much of its strong competitive advantage stems from regulatory bodies that protect competitors from entering its niche and not necessarily from having some sort of technology that's just super far ahead than its competitors, which is something that as we're seeing now is being eroded.
现在，为了让OTCM继续繁荣发展，我认为业务中有三个部分必须继续发展。首先就是继续发挥其定价权。你已经提到，对于一个无法通过再投资实现有机增长的企业，很多时候必须依赖定价能力来继续增长。因此，企业服务部门有收费提升机制，自2016年以来累计增长约67%。如果他们能在不引发高于历史5%流失率的情况下，每年继续将价格提高约5%，这将显著增加他们的利润。
▶ 英文原文 ⏱
Now, in order for OTCM to continue to thrive, I see kind of three parts of the business that must continue developing. So the first one is to continue flexing its pricing power. You've already mentioned that for a business that can't reinvest in order to have organic growth, a lot of times you have to rely on pricing power in order to continue growing. So corporate services has this fee escalator and it's grown cumulatively about 67% since 2016. If they continue increasing prices at about 5% per year without triggering churn above their historical 5% rate, this will meaningfully add to their profits.
首先，由于他们对Edgar Online和Blue Sky Data的并购活动，他们需要在其市场数据许可部门不断增加专业用户。这是一个需要关注的领域，因为专业用户比普通用户更加稳定且更不易受到市场波动的影响。但考虑到他们在并购方面的一些不确定因素，我更希望他们能以更为内部化的方式解决这个问题。第三，他们需要与监管机构保持良好的关系。如果他们与监管机构关系不好，后者可能通过允许非SEC监管的发行商进入纳斯达克或纽约证券交易所来惩罚OTCM。这显然对OTCM非常不利。
▶ 英文原文 ⏱
And second is that given their M&A activity into Edgar Online and Blue Sky Data, they'll need to continue to add professional users to their market data licensing segment. So this is an area of emphasis as professional users are a lot more sticky and cycle resistant versus retail users. But again, given the kind of sketchy work on the M&A, I would rather they figure that out in kind of a more internal way. And third here is to maintain good relationships with regulators. If they get on the wrong side of regulators and they want to punish OTCM, they could do so by just opening up the NASDAQ or New York Stock Exchange to non-SEC regulated issuers. And this would obviously be very, very bad for OTCM.
好的，我知道你是查理·芒格的忠实粉丝，尽管我的办公桌后面也有一本《穷查理宝典》。他最喜欢的分析工具之一叫做“简单测试”。这个“简单测试”是一个思维工具，用来判断一个企业取得成功的难易程度。那么你会说OTCM是一个很简单的企业吗？这个“简单测试”很有趣，但也有点难，因为它需要你有很强的信念。而根据我的经验，我可能非常有信心，但也可能完全错了。不过，当我看OTCM时，与我研究过的其他许多企业相比，我认为它在“简单测试”中的得分确实较高。
▶ 英文原文 ⏱
Well, I know you're the big Charlie Munger fan, even though I've got poor Charlie's almanac sitting behind me at my desk. And one of his favorite analysis tools was something called the cinch test. So the cinch test is this like thinking tool to help decide the ease in which a business will have in succeeding. And so would you say OTCM is a cinch? Yeah. So the cinch test is interesting and it's kind of hard, right? Because I mean, it relies on you having a lot of conviction. And from what I've learned, I can have a lot of conviction and I can be completely wrong. But when I look at OTCM, I think that compared to a lot of other businesses that I've looked at, I would say it's definitely, it scores higher on that cinch test compared to some of the other businesses.
所以，如果我分别来看每个部分，我认为企业服务和市场数据授权业务可能已经相当成熟。因此，OTCM仍在赢得新业务。但由于他们是市场上为数不多的选择之一，他们其实在这部分业务上不需要花费太多精力，也会继续吸引新的发行者和订阅者。他们有95%的续订率表明客户大多非常满意。即使有客户不满意，也没有太多可行的替代选择。
▶ 英文原文 ⏱
So if I look at each segment differently, I think the corporate services and market data licensing businesses are probably pretty close to cinch territory. So OTCM is still out there winning new business. But since they're one of the only options out there, they really don't have to work super hard on that part of the business and they're going to continue to get new issuers and new subscribers. The fact that they have these 95% renewal rates shows that customers are mostly happy. And even if they are unhappy, there just aren't that many viable alternatives.
但如果我们来看公司业务中的OTC链接部分，我并不认为这轻而易举。例如，虽然他们增加了Blue Sky和Edgar Online，这两者都需要大量工作和积极的管理来确保其成功。而且正如我已经展示的，OTC链接ATS的订阅用户数量在过去几十年里一直在下降。所以这可能有点像融化的冰块。不过，这个业务的好处在于，由于它一直受到周期性波动的影响，投资者可以通过查看其历史，相当有信心地认为它在经济上升和下降的周期中都会继续产生利润。
▶ 英文原文 ⏱
But if we look at the OTC link part of the business, I don't really think that's a cinch. For instance, while they added Blue Sky and Edgar Online, these both required a lot of work and active management to ensure that it worked out well. And as I've already shown, the OTC link ATS subscriber count has been declining over the decades. So this could be some sort of melting ice cube. But the beautiful part about this business is that since it's been exposed to a lot of cyclicality, investors can look at its history and be pretty confident that it's probably going to continue to generate profits in both up and down cycles.
现在，对于那些受到周期性影响的企业来说，这确实是一个非常罕见的特性。不过，对于那些愿意耐心等待经济周期的投资者来说，持有这样的企业可能是非常值得的。因此，我认为我们终于来到了这一部分，这是我们在这些节目中最喜欢的一部分之一，那就是我们尝试确定企业价值的地方。那么，综合所有因素，你是如何看待OTCM的内在价值的呢？
▶ 英文原文 ⏱
Now, this is just an extremely rare attribute for businesses that are exposed to cyclicality. But for patient investors that are willing to patiently wait through cycles, owning the business can be very well worth it. So I think we're finally at that part, and it's one of our favorite parts of these episodes, and that is where we try and determine what the business is worth. So putting everything together, how do you think about OTCM's intrinsic value?
好的，简单来说，我认为未来OTCM的价值可能会比现在更高。但首先让我来解释一下我的假设，并找出未来它到底会增值多少。我是基于当前的利润来做估算的。2025年全年利润是3100万美元。至于增长，我认为我们可以继续看到每年大约12%的低两位数增长。不过请记住，如果市场情绪高涨且交易量激增，肯定会有几年增长会迅速加快。
▶ 英文原文 ⏱
Yeah, so put it simply, I think in the future, OTCM's probably going to be worth more than what it is today. But let's go over some of my assumptions and figure out just how much more it'll be worth in the future. So I'm basing my numbers on current profits. So for the full year, 2025, profits were 31 million. Now, as for growth, I think we can continue to see low double-digit growth around, say, 12% annually. Now, keep in mind, there's 100% going to be years where growth accelerates rapidly if the market is euphoric and trading volume increases.
现在，很明显这将带来更多的发行商、更高的交易活动，以及更多对市场数据许可感兴趣的零售投资者。但是正如我们所看到的，当这种兴奋感消退后，利润和收益往往会缩减。所以对我来说，12%看起来是一个相当合理的长期假设。但我想说，达到这个目标的过程可能会非常不平稳。因此，即使在业务中一些较不受经济周期影响的领域出现增长，我仍然预计会有周期性的高峰和回落。
▶ 英文原文 ⏱
Now, this is obviously going to bring in additional issuers, higher trading activity, and more retail investors interested in market data licensing. But as we've seen, as that euphoria fades, margins and profits tend to compress. So 12%, to me, feels like a pretty reasonable long-term assumption. But I will say the path to get there is probably going to be very uneven. So even with this growth in some of the less cyclical areas of the business, I still expect periodic spikes and pullbacks over time.
现在，净收入增长中有几个推动因素。首先是来自新订阅用户和新产品提供的自然增长。OTCM多年来在扩展其产品组合方面做得非常出色，总会有公司希望进入美国资本市场而产生的需求。其次是利润率的扩张。利润率逐渐提高，显示出业务的可扩展性。我们可以继续取得渐进的提升，可能会在一段时间内达到大约29%。
▶ 英文原文 ⏱
Now, there are a few drivers embedded in the net income growth. First is organic growth from new subscribers and product offerings. So OTCM has done a great job expanding its product suite over the years, and there will always be demand from companies seeking access to U.S. capital markets. Second is in margin expansion. Margins have gradually improved, demonstrating the business's scalability. We can continue to eke out incremental gains, potentially reaching around maybe 29% over time.
根据这些假设，我们估计2030年的净收入大约为5500万美元。在这十年中，除2020年外，这家公司的市盈率只在一次低于20。而在大部分时间里，它的市盈率平均大约保持在25倍左右。我认为，对于像OTCM这样具有非常高质量、垄断性特点，并且拥有大量经常性收入的企业来说，这大概是一个相当合理的市盈率。
▶ 英文原文 ⏱
So with these assumptions, we estimate net income in 2030 at roughly $55 million. So the multiple has only dipped on this business below 20 once in 2020. So for most of the past decade, it's hovered around kind of an average of around 25 times, which I think is probably a pretty fair multiple for a very high quality monopolistic business, which also has a high amount of recurring revenue such as OTCM.
因此，如果我们给5500万美元应用一个25倍的倍数，得到的市值大约是13亿美元。由于OTCM的净现金和债务都很少，企业价值应该差不多。因此，如果我们将其按2030年预计的流通股数来计算，并考虑到股票激励计划（SBC）带来的适度稀释，每股价值大约是113美元。现在，基于今天的股价54美元，这意味着内部收益率（IRR）大约为16%，此外，你还能得到大约4%的股息收益率。
▶ 英文原文 ⏱
So if we apply a 25 times multiple to $55 million, that gets us to a market cap of about $1.3 billion. Enterprise value should be similar given OTCM's minimal net cash and minimal debt position. So if we divide that up by projected shares outstanding in 2030, and we factor in a modest dilution from SBC, this yields a per share value of roughly $113. Now, based on today's price of $54, that implies an IRR of about 16%, plus you're getting about a 4% dividend yield on top of that.
我曾在2023年对这家公司进行了更详细的研究，但最终并没有投资。我放弃投资的原因完全与企业本身的质量无关。考虑到公司的利润率、资本效率、竞争优势以及与管理层的协调性，很明显这是一家高质量公司。但我那时的问题仅仅在于，其盈利增长不太可能超过我设定的15%的标准。
▶ 英文原文 ⏱
Now, I will mention that I looked at this business back in a lot more detail back in 2023, and I took a pass. And the reason for taking that pass had literally nothing to do with the quality of the business, you know, I think given the margins, the capital efficiency, the competitive advantages, and the alignment with management, it's very, very obvious that this is a high quality business. But my issue back then was simply that it was unlikely to grow earnings above my 15% threshold.
但是，如果内在价值投资组合的门槛是12%，这实际上是一个我们应该多加考虑的业务。我想说，对于这样的业务，我希望能在市盈率降到20倍以下时买入。这样一来，不仅可以从收益和股息中获得增长，还可以通过市盈率适度扩张获得额外的安全保障。哇，你描绘的前景真是让人心动。
▶ 英文原文 ⏱
But with a threshold for the intrinsic value portfolio being 12%, this is actually a business that maybe we should give more consideration to. I will say, I think with a business like this, I'd love to try and catch it when the PE drops below 20 times. That way you get growth not only from earnings and dividends, but a nice little multiple expansion tailwind as well to give you an extra margin of safety. Boy, it's a pretty compelling picture that you're painting here.
为了便于在家的听众理解，我和我的同事丹尼尔·蒙克在过去的16个月里一直在建立一个叫做"内在价值组合"的股票投资组合。在这段时间里，我们深入研究了许多公司，总共分析了近70家。经过反复筛选，我们目前在投资组合中选出了15家。如果您希望每周得到有关该投资组合的更新，我建议您订阅我们免费的"内在价值"通讯，链接可以在本期节目的备注中找到。
▶ 英文原文 ⏱
And just for context, for listeners at home, our colleague Daniel Monk and I have spent the last 16 months building out a portfolio of stocks that we call the intrinsic value portfolio. And in that time, we have turned over a lot of rocks. We've covered almost 70 different companies and out of all those ideas, we have 15 of them in our portfolio today. And so if you want weekly updates on the portfolio, I would definitely encourage you to subscribe to our free intrinsic value newsletter in the show notes for this episode.
好的，当我考虑将OTCM纳入投资组合时，按市值来看，它将是我们最小的持仓之一。但这并不困扰我，因为这家公司本身非常稳定，并且已经存在了100多年，显然不会轻易消失。不过，即便如此，我仍然有一种感觉无法摆脱，特别是关于监管方面，总觉得还有很多未知的因素。
▶ 英文原文 ⏱
But yeah, when I think about how OTCM could fit into the portfolio, it would be one of our smallest holdings in market cap terms. But I don't think that bothers me because the business itself is so stable and it's been around, you know, after a hundred years, it's clearly not going anywhere from the way things look today. And still, though, I can't shake the feeling, especially around regulations, that again, there's just a lot of unknown unknowns for me.
所以，如果我们要把它加入投资组合，我觉得现在可以先以追踪仓位的形式持有，可能只占2%左右，这样就算是参与其中，同时建立对这项投资的信心。如果市场出现恐慌，把这只股票的市盈率压到不到20倍，那将是一个对这家公司进行更大投资的绝佳机会。目前我就是这样考虑的。如果你想了解更多关于我们投资组合决策的更新，可以订阅我们的内在价值通讯。
▶ 英文原文 ⏱
And so if we are going to add it to the portfolio, I think I'd want to make it a tracker position for now, maybe only 2% to just get some skin in the game and build conviction in the investment. And if we get a market panic that sends it well below 20 times earnings, that would be a great chance to make a much bigger bet on this company. But that's how I'm thinking about it for now. And if you want more updates on the decisions that we make around the portfolio, you just go ahead and subscribe to our intrinsic value newsletter.
是的，Sean，我对此基本没有异议。我通常会避开那些主要依靠法规支持的企业，正如你刚才所说的那样。因为我觉得很难真正弄清楚这些法规会不会改变的可能性。而如果法规发生变化，那显然会对OTCM造成非常大的影响。
▶ 英文原文 ⏱
Yeah, I pretty much have no discriments at all with that, Sean. I tend to stay away from businesses that are heavily propped up by regulation for the exact reason that you just gave. So I feel it's very difficult to truly wrap my head around the odds that these regulations will change. And if regulations were to change, it's obviously going to impact OTCM on a very, very large scale.
你知道，我能理解长期以来他们一直在这样做，这会让人感到有些安慰，但我对这个风险还是感到不太放心。关于你提到的仓位管理，如果我们要将其加入内在价值投资组合，我认为可以先投入1%到2%的仓位，这样一方面可以参与其中，另一方面也能促使我们更加密切地关注它，并更好地理解相关的法规。至少，这样可以在那个领域拓展我们的能力圈。但是，最终结果如何，我们还是要拭目以待。
▶ 英文原文 ⏱
But, you know, I can see taking comfort in the fact that they've been doing this for a long time, but it's still a risk that I feel relatively uneasy about. And to your point on position sizing, if we were to add this to the intrinsic value portfolio, I think a one or two percent position just to get some skin in the game and make sure we maybe even follow it closer and maybe get a better understanding of those regulations is a good way to at least expand our circle of competence inside of that business. But again, we'll see how that plays out.
好的，各位。那么在这次话题结束之前，我想先结束今天的节目。不过在结束之前，我想引用一句彼得·蒂尔的话，来总结一下OTCM商业模式的一些优势。这句话是：当你拥有垄断地位时，你可以随意提高价格，就是这么简单。
▶ 英文原文 ⏱
OK, all right, folks. Well, on that note, I think we'll close off today's episode. But before we do that, I will leave you with a quote that I think it does a pretty good job explaining some of the strengths of OTCM's business model. And it comes from Peter Thiel. He says, when you have a monopoly, you can raise prices. It's as simple as that.
因此，OTCM显然在这些年里展现了提升价格的能力，同时保持了大部分客户群。如果你能找到具有这些特征的公司，那么很可能你正在关注的是一个具有宽广护城河的企业。所以，今天的内容到此结束。感谢收听TIP，我们下次再见。
▶ 英文原文 ⏱
So OTCM has clearly shown an ability to raise prices over the years while keeping a large percent of its customer base. And if you can find businesses that have these characteristics, chances are you're looking at a pretty wide-mode business. So with that, we'll see you all next time. Thanks for listening to TIP.
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▶ 英文原文 ⏱
Follow the Intrinsic Value Podcast on your favorite podcast app and visit theinvestorspodcast.com for show notes and educational resources. This podcast is for informational and entertainment purposes only and does not provide financial, investment, tax, or legal advice. The content is impersonal and does not consider your objectives, financial situation or needs. Investing involves risk, including possible loss of principle, and past performance is not a guarantee of future results.
听众在做出任何财务决定之前，应自行研究并咨询合格的专业人士。本节目中的内容不构成对任何证券或其他金融产品的买卖建议或邀请。主持人、嘉宾和投资者播客网络可能持有所讨论证券的头寸，并可能会在未事先通知的情况下随时改变这些头寸。对任何第三方产品、服务或广告商的提及并不构成认可，投资者播客网络不对其提出的任何主张负责。版权归投资者播客网络所有，保留所有权利。
▶ 英文原文 ⏱
Listeners should do their own research and consult a qualified professional before making any financial decisions. Nothing on this show is a recommendation or solicitation to buy or sell any security or other financial product. Hosts, guests, and the Investors Podcast Network may hold positions in securities discussed and may change those positions at any time without notice. References to any third-party products, services, or advertisers do not constitute endorsements, and the Investors Podcast Network is not responsible for any claims made by them. Copyright by the Investors Podcast Network. All rights reserved.