MARKETAXESS HOLDINGS INC. Forward-Looking Statements
This report contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Forward-looking statements are based on management's current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we undertake no obligation to revise or update any forward-looking statements contained in this report, except to the extent required by applicable law. Our company policy is generally to provide our expectations only once per quarter, and not to update that information until the next quarter. Actual future events or results may differ, perhaps materially from those contained in the projections or forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report, particularly in the section captioned Part II, Item 1A, "Risk Factors," and in our Form 10-K for the year endedDecember 31, 2021 , including in Part I, Item 1A, "Risk Factors" and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Executive Overview
MarketAxess operates leading electronic trading platforms delivering greater trading efficiency, a diversified pool of liquidity and significant cost savings to our clients across the global fixed-income markets. Over 1,900 institutional investor and broker-dealer firms are active users of our patented trading technology to efficiently tradeU.S. high-grade bonds,U.S. high-yield bonds, emerging market debt, Eurobonds, municipal bonds,U.S. government bonds and other fixed-income securities. Our award-winning Open Trading marketplace is widely regarded as the preferred all-to-all trading solution in the global credit markets, creating a unique liquidity pool for a broad range of credit market participants. Drawing on a diverse set of trading protocols, including request-for-quote, live order books, sessions-based trading and portfolio trading solutions, as well as our deep data and analytical resources, we believe that we connect the most robust network of participants through an advanced full trading lifecycle solution that also includes automated trading solutions, intelligent data products and a range of post-trade services. We operate in a large and rapidly growing market that provides us with a significant opportunity for future growth. Many of our largest current product areas, and areas of future growth, have relatively low levels of trading electronification, which further increases the size of our addressable market. Our platforms' innovative technology solutions are designed to capitalize on this addressable market by increasing the number of potential trading counterparties and providing our clients with a menu of solutions to address the full lifecycle of fixed-income trading. We offer Open Trading for most of our products and trading protocols, allowing our entire global network to interact in one large pool of trading liquidity. We believe that Open Trading drives meaningful transaction cost savings to our clients and reduces risk in fixed-income markets by creating a global, diversified pool of liquidity. Institutional investors can also send trading inquiries directly to their traditional broker-dealer counterparties through a disclosed RFQ, while simultaneously accessing additional counterparties through our anonymous Open Trading solution. We also provide a number of integrated and actionable data offerings, including Composite+ and Axess All real time pricing, to assist clients with trading decisions and transaction cost analysis. We have a range of post-trade services, including straight through processing, trade matching, trade publication, regulatory transaction reporting and market and reference data across fixed-income and other products.
We derive revenue from commissions for trades executed on our platforms, information services, post-trade services and other revenues. Our expenses consist of employee compensation and benefits, depreciation and amortization, technology and communication expenses, professional and consulting fees, occupancy, marketing and advertising, clearing costs and general and administrative expenses.
Our objective is to provide the leading global electronic trading platforms for fixed-income securities, connecting broker-dealers and institutional investors more easily and efficiently, while offering a broad array of trading information and technology services to market participants across the trading cycle. The key elements of our strategy are discussed in Part 1, Item 1. "Business - Our Strategy" of our Form 10-K for the year endedDecember 31, 2021 . 23 --------------------------------------------------------------------------------
Critical Factors Affecting Our Industry and Our Company
Economic, Political and Market Factors
The global fixed-income securities industry is risky and volatile and is directly affected by a number of economic, political and market factors that may result in declining trading volume. These factors could have a material adverse effect on our business, financial condition and results of operations. These factors include, among others, credit market conditions, the current interest rate environment, including the volatility of interest rates and investors' forecasts of future interest rates, economic and political conditions inthe United States ,Europe and elsewhere, and the consolidation or contraction of our broker-dealer and institutional investor clients. We experienced improving operating conditions in the second quarter of 2022 compared to the second quarter of 2021, with credit spreads widening, increased volatility and higherU.S high-grade market volumes. In the three months endedJune 30, 2022 , market volumes inU.S. high-grade corporate bonds as reported byFINRA's Trade Reporting and Compliance Engine ("TRACE") increased 5.1% compared to the three months endedJune 30, 2021 . Although our trading volumes increased during the three months endedJune 30, 2022 due to higher market volumes and increases in our estimated market share, a significant rise in corporate bond yields during the three months endedJune 30, 2022 contributed to an decrease in the duration of the bonds traded on our platforms, which had a negative effect on our average variable transaction fee per million. InFebruary 2022 , followingRussia's invasion ofUkraine , theU.S. , theU.K. , and theEuropean Union , among others, have adopted sanctions that, in various ways, prohibit transactions with numerous Russian entities, including major Russian banks, and individuals; limit transactions in Russian sovereign debt; and constrain investment, trade and financing to, from or in certain regions ofUkraine . We did not incur any material losses on trades that were unsettled at the time sanctions were imposed. To the extent the sanctions are further expanded or the ongoing war, sanctions, or geopolitical tensions and volatility have further adverse effects on the global economy and markets or the participants on our platforms, our financial position and results of operations may be adversely affected. During the first half of 2022, the COVID-19 pandemic (the "Pandemic") continued to have an impact on how we manage our business. Most of our employees have transitioned to a hybrid employment model with an emphasis on safety and employee wellbeing. We continue to monitor the impact of the Pandemic on our communities, including the spread of any variants, and we remain confident that we could continue to maintain business continuity and serve our clients if a return to an all-virtual environment becomes necessary to promote employee and public safety.
There has been increased demand for green bonds and other securities linked to environmental, social and governance factors in the fixed income markets in which we operate. Based on the interest we are receiving from investors, we expect such increased demand to continue.
Because the majority of our assets are short-term in nature, they are not significantly affected by inflation. However, the rate of inflation may affect our expenses, such as employee compensation and communications expenses, which may not be readily recoverable in the prices of our services. To the extent inflation continues to result in rising interest rates and has other adverse effects on the securities markets, it may adversely affect our financial position and results of operations. We expect that current cash and investment balances, in combination with cash flows that are generated from operations and the ability to borrow under our 2021 Credit Agreement, will be sufficient to meet our liquidity needs and planned capital expenditure requirements for at least the next twelve months. We ended the quarter with a strong balance sheet, no borrowings under our 2021 Credit Agreement and with capital significantly in excess of our regulatory requirements.
Competitive Landscape
The global fixed-income securities industry generally, and the electronic
financial services markets in which we engage in particular, are highly
competitive, and we expect competition to intensify in the future. Sources of
competition for us will continue to include, among others, bond trading
conducted directly between broker-dealers and their institutional investor
clients over the telephone or electronically and other multi-dealer or
all-to-all trading platforms. Competitors, including companies in which some of
our broker-dealer clients have invested, have developed or acquired electronic
trading platforms or have announced their intention to explore the development
of electronic platforms or information networks that may compete with us.
We primarily compete on the basis of our client network, the liquidity provided
by our dealer, and, to a growing extent, institutional investor clients, the
total transaction costs associated with our services, the breadth of products,
protocols and services offered, as well as the quality, reliability, security
and ease of use of our platforms. We believe that our ability to grow volumes
and revenues will largely depend on our performance with respect to these
factors.
Our competitive position is also enhanced by the unique liquidity provided by
our Open Trading functionalities and the familiarity and integration of our
broker-dealer and institutional investor clients with our electronic trading
platforms and other systems. We have focused on the unique aspects of the credit
markets we serve in the development of our platforms, working closely with our
clients to provide a system that is suited to their needs.
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--------------------------------------------------------------------------------Regulatory Environment
Our business is subject to extensive regulations inthe United States and internationally, which may expose us to significant regulatory risk and cause additional legal costs to ensure compliance. The existing legal framework that governs the financial markets is periodically reviewed and amended, resulting in the enactment and enforcement of new laws and regulations that apply to our business. For example, theSEC recently proposed rules that will expand Regulation ATS and Regulation SCI to alternative trading systems (ATS) that trade government securities and amend theSEC rule regarding the definition of an "exchange" to include Communication Protocol Systems, such as our RFQ protocols. In connection with these proposed rules, we expect that we will have to operate all of our trading protocols in compliance with Regulation ATS. The fixed-income industry has also been grappling with how to comply with Rule 15c2-11 ("Publication or submission of quotations without specified information") of the Exchange Act, which had not previously been applied to debt securities. The impact of any of these reform efforts on us and our operations remains uncertain. As a result of theU.K.'s departure from theEuropean Union ("Brexit"), we obtained authorizations from the AFM for our subsidiaries inthe Netherlands in 2019. We now provide regulated services to our clients within the E.U. in reliance on the cross-border services passport held by our Dutch subsidiaries. Brexit has led to an ongoing divergence between theU.K. and E.U. financial regulations, which has made it more difficult and costly to comply with the extensive government regulation to which we are subject. The cost and complexity of operating across increasingly divergent regulatory regimes has increased and is likely to continue to increase in the future. Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability. However, we believe new regulations may also increase demand for our platforms and we believe we are well positioned to benefit from those regulatory changes that cause market participants to seek electronic trading platforms that meet the various regulatory requirements and help them comply with their regulatory obligations. For further description of the regulations which govern our business, see Part1, Item 1. "Business - Government Regulation" of our Form 10-K for the year endedDecember 31, 2021 . Technology Environment We must continue to enhance and improve our electronic trading platforms. The electronic financial services industry is characterized by increasingly complex systems and infrastructures and new business models. Our future success will depend on our ability to enhance our existing products and services, develop and/or license new products and technologies that address the increasingly sophisticated and varied needs of our existing and prospective broker-dealer and institutional investor clients and respond to technological advances and emerging industry and regulatory standards and practices on a cost-effective and timely basis. We plan to continue to focus on technology infrastructure initiatives and continually improve our platforms to further enhance our leading market position. We expect that our agile software development processes will help us continue to be a market leader in developing the technology solutions for our clients' trading needs. As the overall share of electronic trading grows in global credit products, we are experiencing continued demand for, and growth in, our automated trading solutions. Automated trading volumes rose to$57.6 billion in the second quarter of 2022, up 39.0% from$41.5 billion in the second quarter of 2021. In addition, the use of dealer algorithms is continuing to grow on our platforms, with approximately 5.7 million algorithmic responses in the second quarter of 2022, up 22.8% from the same period last year. We experience cyber-attacks and attempted data security breaches. Cybersecurity incidents could impact revenue and operating income and increase costs. We therefore continue to make investments in our cybersecurity infrastructure and training of employees, which may result in increased costs, to strengthen our cybersecurity measures.
See also Part 1, Item 1A. - "Risk Factors, Technology, IT Systems and
Cybersecurity Risks" of our Form 10-K for the year ended
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--------------------------------------------------------------------------------Trends in Our Business
The majority of our revenue is derived from commissions for transactions executed on our platforms between and among our institutional investor and broker-dealer clients and monthly distribution fees. We believe that there are five key variables that impact the notional value of such transactions on our platforms and the amount of commissions and distribution fees earned by us:
• the number of participants on our platforms and their willingness to
use our platforms instead of competitors' platforms or execution
methods;
• the frequency and competitiveness of the price responses by
participants on our platforms;
• the number of markets that are available for our clients to trade on
our platforms;
• the overall level of activity in these markets; and
• the duration of the bonds trading on our platforms and the level ofcommissions that we collect for trades executed through the platforms.
We believe that overall corporate bond market trading volume is affected by various factors including the absolute levels of interest rates, the direction of interest rate movements, the level of new issues of corporate bonds and the volatility of corporate bond spreads versusU.S. Treasury securities. Because a significant percentage of our revenue is tied directly to the volume of securities traded on our platforms, it is likely that a general decline in trading volumes, regardless of the cause of such decline, would reduce our revenues and have a significant negative impact on profitability. As further described under "- Critical Factors Affecting our Industry and our Company - Economic, Political and Market Factors" and "- Results of Operations - Three Months EndedJune 30, 2022 Compared to Three Months EndedJune 30, 2021 ," our trading volumes increased and our average variable transaction fee per million decreased compared to the three months endedJune 30, 2021 .
Commission Revenue
Commissions are recognized on a trade date basis, are generally calculated as a percentage of the notional dollar volume of bonds traded on our platforms and vary based on the type, size, yield and maturity of the bond traded, as well as individual client incentives. Bonds that are more actively traded or that have shorter maturities are generally charged lower commissions, while bonds that are less actively traded or that have longer maturities generally command higher commissions. For Open Trading trades that we execute between and among institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller, we earn our commission through the difference in price between the two trades. For the majority ofU.S. Treasury matched principal trades, commissions are invoiced and recorded on a monthly basis.U.S. High-Grade Corporate Bond Commissions. OurU.S. high-grade corporate bond fee plans generally incorporate variable transaction fees and fixed distribution fees billed to our broker-dealer clients on a monthly basis. Certain broker-dealers participate in fee programs that do not contain monthly distribution fees and instead incorporate additional per transaction execution fees and minimum monthly fee commitments. Under these fee plans, we electronically add the transaction fee to the spread quoted by the broker-dealer client. TheU.S. high-grade transaction fee is generally designated in basis points in yield and, as a result, is subject to fluctuation depending on the duration of the bond traded. The averageU.S. high-grade fees per million may vary in the future due to changes in yield, years-to-maturity and nominal size of bonds traded on our platforms. Distribution fees include any unused monthly fee commitments under our variable fee plans. Other Credit Commissions. Other credit includes Eurobonds, emerging markets bonds, high-yield bonds, municipal bonds and leveraged loans. Commissions for other credit products generally vary based on the type of the instrument traded using standard fee schedules. Our high-yield fee plan structure is similar to ourU.S. high-grade fee plans. Certain dealers participate in a high-yield fee plan that incorporates a variable transaction fee and fixed distribution fee, while other dealers participate in a plan that does not contain monthly distribution fees and instead incorporates additional per transaction execution fees and minimum monthly fee commitments. Other credit distribution fees include subscription revenues associated with the MuniBrokers platform. The average other credit fees per million may vary in the future due to changes in product mix or trading protocols. Rates Commissions. Rates includesU.S. Treasury ,U.S. agency and European government bonds. Commissions for rates products generally vary based on the type of the instrument traded.U.S. Treasury fee plans are typically volume tiered and can vary based on the trading protocol. The average rates fee per million may vary in the future due to changes in product mix or trading protocols.
We anticipate that average fees per million may change in the future. Consequently, past trends in commissions are not necessarily indicative of future commissions.
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--------------------------------------------------------------------------------Information Services
We generate revenue from data licensed to our broker-dealer clients, institutional investor clients and data-only subscribers; professional and consulting services; technology software licenses; and maintenance and support services. These revenues are either for subscription-based services transferred over time, and may be net of volume-based discounts, or one-time services. Revenues for services transferred over time are recognized ratably over the contract period while revenues for services transferred at a point in time are recognized in the period the services are provided. Customers are generally billed monthly, quarterly, or annually; revenues billed in advance are deferred and recognized ratably over the contract period.
Post-trade Services
We generate revenue from regulatory transaction reporting, trade publication and trade matching services. Customers are generally billed in the current month or monthly in arrears and revenue is recognized in the period that the transactions are processed. Revenues billed in advance are deferred and recognized ratably over the contract period. We also generate one-time implementation fees for onboarding clients which are invoiced and recognized in the period the implementation is complete.
Other Revenue
Other revenue includes revenue generated from telecommunications line charges to broker-dealer clients.
Expenses
In the normal course of business, we incur the following expenses:
Employee Compensation and Benefits. Employee compensation and benefits is our most significant expense and includes employee salaries, stock-based compensation costs, other incentive compensation, employee benefits and payroll taxes. Depreciation and Amortization. We depreciate our computer hardware and related software, office hardware and furniture and fixtures and amortize our capitalized software development costs on a straight-line basis over three to seven years. We amortize leasehold improvements on a straight-line basis over the lesser of the life of the improvement or the remaining term of the lease. Intangible assets with definite lives, including purchased technologies, customer relationships and other intangible assets, are amortized over their estimated useful lives, which range from one to 15 years, using either a straight-line or accelerated amortization method based on the pattern of economic benefit that we expect to realize from such assets. Intangible assets are assessed for impairment when events or circumstances indicate a possible impairment.Technology and Communications . Technology and communications expense consists primarily of costs relating to maintenance on software and hardware, our internal network connections, data center hosting costs, data feeds provided by outside vendors andU.S. treasuries technology platform licensing fees. The majority of our broker-dealer clients have dedicated high-speed communication lines to our network in order to provide fast data transfer. We charge our broker-dealer clients a monthly fee for these connections, which is recovered against the relevant expenses we incur. Professional and Consulting Fees. Professional and consulting fees consist primarily of accounting fees, legal fees and fees paid to information technology and other consultants for services provided for the maintenance of our trading platforms, information and post-trade services products and other services.
Occupancy. Occupancy costs consist primarily of office and equipment rent, utilities and commercial rent tax.
Marketing and Advertising. Marketing and advertising expense consists primarily of print and other advertising expenses we incur to promote our products and services. This expense also includes costs associated with attending or exhibiting at industry-sponsored seminars, conferences and conventions, and travel and entertainment expenses incurred by our sales force to promote our trading platforms, information services and post-trade services. Clearing Costs. Clearing costs consist of fees that we are charged by third-party clearing brokers and depositories for the clearing and settlement of matched principal trades, regulatory reporting fees and variable transaction fees assessed by the provider of our third-party middle office system.
General and Administrative. General and administrative expense consists
primarily of general travel and entertainment, board of directors' expenses,
charitable contributions, provision for doubtful accounts and various state
franchise and
Expenses may grow in the future, notably in employee compensation and benefits
as we increase headcount to support investment in new products, operational
support and geographic expansion, depreciation and amortization due to increased
investment in new products and enhancements to our trading platforms, and
technology and communication costs. Expenses may also grow due to acquisitions.
27
--------------------------------------------------------------------------------Other Income (Expense)
Investment Income. Investment income consists of interest income earned on our cash and investments.
Interest Expense. Interest expense consists of financing charges incurred on short-term borrowings.
Equity in Earnings of Unconsolidated Affiliate. Equity in earnings of unconsolidated affiliate represents the proportionate share of our equity method investee's net income.
Other, Net. Other, net consists of unrealized gains or losses on trading security investments, realized gains or losses on investments, foreign currency transaction gains or losses, investment advisory fees, credit facility administrative fees, gains or losses on revaluations of contingent consideration payable and other miscellaneous revenues and expenses.
Critical Accounting Estimates
This Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. We base our estimates and judgments on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates under varying assumptions or conditions. Critical accounting estimates for us include stock-based compensation and contingent consideration payable.
Stock-based compensation
We maintain the 2020 Plan which provides for the grant of stock options, stock
appreciation rights, restricted stock, performance shares, performance units,
restricted stock units, performance stock units, or other stock-based awards as
incentives and rewards to encourage employees, consultants and non-employee
directors. We make critical accounting estimates related to performance shares
and performance stock units granted under the 2020 Plan.
In 2020, annual performance share awards ("PSAs"), and in 2021 and 2022,
performance stock units (together with the PSAs, "performance equity awards")
were granted to the executive officers and certain senior managers. Each
performance equity award is earned or forfeited based on our level of
achievement of certain predetermined metrics, including pre-tax adjusted
operating income and market share for the 2020 and 2021 awards, and pre-tax
adjusted operating income, U.S. credit market share, and revenue growth
excluding U.S. credit for the 2022 awards. The vested share pay-out ranges from
zero to 150% for the awards granted in 2020, and zero to 200%, for the awards
granted in 2021 and 2022, of the performance equity award target. The number of
performance equity awards that vest, if any, will be determined by the level of
achievement of the performance metrics during the three-year performance
periods, as certified by the Board following the conclusion of the performance
period. In addition, participants must provide continued service through the
vesting date (subject, to death, disability and, in the case of the awards
granted in 2021 and 2022, qualified retirement exceptions). Compensation expense
for performance equity awards is measured using the fair value of our stock at
the grant date and estimates of future performance and actual share payouts.
Each period, we make estimates of the current expected share payouts and adjust
the life-to-date compensation expense recognized since the grant date. As of
June 30, 2022 , a 10% change in the expected final share payouts would increase
or decrease the life-to-date compensation expense by $1.6 million . The estimated
final share payouts for the 2020 and 2021 awards as of June 30, 2022 decreased
3.7% compared to December 31, 2021 .
Contingent consideration payable
In connection with our acquisitions of MuniBrokers and Regulatory Reporting Hub, we recognized contingent consideration payables of up to$49.6 million with payment dates ranging from 18-24 months from the acquisition dates. These contingent consideration payables are classified as Level 3 liabilities in the fair value hierarchy and are valued using unobservable inputs and estimates of various factors, including client retention rates, electronic order flow levels, future license fees we earn and discount rates. Changes in these estimates or the final figures on the payment dates could have an impact on the contingent consideration payable liabilities we record on our balance sheet. As ofJune 30, 2022 , a 10% change in the projected annual subscription and license fees would not have a material impact on the expected contingent consideration payable. Refer to Note 4 to the Consolidated Financial Statements for more information related to the changes in contingent consideration payable during the six months endedJune 30, 2022 .
Recent Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.
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--------------------------------------------------------------------------------Segment Results
We operate electronic platforms for the trading of fixed-income securities and provide related data, analytics, compliance tools and post-trade services. We consider our operations to constitute a single business segment because of the highly integrated nature of these product and services, the financial markets in which we compete and our worldwide business activities. We believe that results by geographic region or client sector are not necessarily meaningful in understanding our business. See Note 15 to the Consolidated Financial Statements for certain geographic information about our business required by GAAP.
Results of Operations
Three Months Ended
The following table summarizes our financial results for the three months endedJune 30, 2022 and 2021. Three Months Ended June 30, $ % 2022 2021 Change Change ($ in thousands, except per share amounts) Revenues$ 182,229 $ 176,334 $ 5,895 3.3 % Expenses 97,441 89,157 8,284 9.3 Operating income 84,788 87,177 (2,389 ) (2.7 ) Other income (expense) 4,790 (1,124 ) 5,914 NM Income before income taxes 89,578 86,053 3,525 4.1 Provision for income taxes 22,656 18,765 3,891 20.7 Net income$ 66,922 $ 67,288 $
(366 ) (0.5 ) %
Net income per common share - Diluted
Changes in the average foreign currency exchange rates of the British pound sterling and the Euro compared to theU.S. dollar had the effect of decreasing revenues and expenses by$3.1 million and$2.7 million , respectively, for the three months endedJune 30, 2022 .
Revenues
Our revenues for the three months ended
Three Months Ended June 30,
2022 2021
($ in thousands)
% of % of $ %
Revenues Revenues Change Change
Commissions $ 163,463 89.7 % $ 156,431 88.7 % $ 7,032 4.5 %
Information services 9,396 5.2 9,844 5.6 (448 ) (4.6 )
Post-trade services 9,144 5.0 9,848 5.6 (704 ) (7.1 )
Other 226 0.1 211 0.1
15 7.1
Total revenues
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--------------------------------------------------------------------------------
Commissions. Our commission revenues for the three months ended
Three Months Ended June 30,
$ %
2022 2021 Change Change
($ in thousands)
Variable transaction fees
U.S. high-grade $ 51,576 $ 56,413 $ (4,837 ) (8.6 ) %
Other credit 74,226 67,074 7,152 10.7
Total credit 125,802 123,487 2,315 1.9
Rates 6,020 3,612 2,408 66.7Total variable transaction fees 131,822 127,099 4,723
3.7 Distribution fees U.S. high-grade 23,496 21,373 2,123 9.9 Other credit 8,096 7,895 201 2.5 Total credit 31,592 29,268 2,324 7.9 Rates 49 64 (15 ) (23.4 ) Total distribution fees 31,641 29,332 2,309 7.9 Total commissions$ 163,463 $ 156,431 $ 7,032 4.5 %U.S. high-grade variable transaction fees decreased$4.8 million driven by a 17.7% decrease in average variable transaction fee per million, partially offset by an 11.0% increase in trading volume. Other credit variable transaction fees increased$7.2 million due to a 15.8% increase in trading volume, which was partially offset by a 4.4% decrease in average variable transaction fee per million. Open Trading credit volume totaled$231.0 billion during the three months endedJune 30, 2022 , up 6.8%, and represented 31.5% and 31.3% of variable transaction fees for the three months endedJune 30, 2022 and 2021, respectively. The 66.7% increase in variable transaction fees for rates was mainly attributable to higherU.S. Treasury trading volume.
Our trading volumes for the three months endedJune 30, 2022 and 2021 were as follows: Three Months Ended June 30, $ % 2022 2021 Change Change ($ in millions) Trading volume data U.S. high-grade - fixed rate$ 350,296 $ 312,858 $ 37,438 12.0 % U.S. high-grade - floating rate 9,489 11,153 (1,664 ) (14.9 ) Total U.S. high grade 359,785 324,011 35,774 11.0 Other credit 399,209 344,865 54,344 15.8 Total credit$ 758,994 $ 668,876 $ 90,118 13.5 % Rates 1,431,595 888,267 543,328 61.2 % Number of U.S. Trading Days 62 63 Number of U.K. Trading Days 60 61 For volume reporting purposes, transactions in foreign currencies are converted toU.S. dollars at average monthly rates. The 11.0% increase in ourU.S. high-grade volume was principally due to increases in overall market volume and our estimated market share. EstimatedU.S. high-grade TRACE volume increased by 5.1% to$1.6 trillion for the three months endedJune 30, 2022 . Our estimated market share of totalU.S. high-grade corporate bond volume increased to 22.3% for the three months endedJune 30, 2022 from 21.1% for the three months endedJune 30, 2021 . 30
-------------------------------------------------------------------------------- Other credit volumes increased by 15.8% due to increases of 19.6% in high-yield bond volume, 11.5% in emerging markets bond volume and 278.2% in municipal bonds volume. The increases in high-yield and emerging markets bond volume were due to increases in our estimated market share, while the increase in municipal bonds volume reflects the inclusion of MuniBrokers variable subscription related trading volume in the second quarter of 2022. EstimatedU.S. high-yield, emerging markets and Eurobond market volumes decreased by 1.2%, 11.5% and 22.1%, respectively, compared to the three months endedJune 30, 2021 . Rates trading volume increased 61.2% primarily due to increases inU.S. treasuries dealer-to-dealer estimated average daily trading volume and our estimated market share.
Our average variable transaction fee per million for the three months ended
Three Months Ended June 30,
2022 2021 $ Change % Change
Average variable transaction
fee per million
U.S. high-grade - fixed rate $ 145.93 $ 179.02 $ (33.09 ) (18.5 ) %
U.S. high-grade - floating rate 48.15 36.40 11.75 32.3
Total U.S. high-grade 143.35 174.11 (30.76 ) (17.7 )
Other credit 185.93 194.49 (8.56 ) (4.4 )
Total credit 165.75 184.62 (18.87 ) (10.2 )
Rates 4.21 4.07 0.14 3.4
Total U.S. high-grade average variable transaction fee per million decreased
17.7% to $143.35 per million for the three months ended June 30, 2022 due to a
decrease in the duration of bonds traded on our platforms. Other credit average
variable transaction fee per million decreased 4.4% to $185.93 per million for
the three months ended June 30, 2022 mainly due to a larger percentage of
trading volume in emerging market bonds that command lower fees per million and
dealer migration to fixed-distribution fee plans that provide for lower
transaction fees.
Information Services. Information services revenue decreased
Post-Trade Services. Post-trade services revenue decreased$0.7 million for the three months endedJune 30, 2022 principally due to the negative impact of foreign exchange of$1.1 million partially offset by net new contract revenue of$0.4 million , which includes the impact of planned customer attrition in connection with the Regulatory Reporting Hub integration. 31 --------------------------------------------------------------------------------
Expenses
The following table summarizes our expenses for the three months endedJune 30, 2022 and 2021. Three Months Ended June 30, $ % 2022 2021 Change Change ($ in thousands) Expenses
Employee compensation and benefits
11.5 % Depreciation and amortization 15,240 13,097 2,143 16.4 Technology and communications 12,490 10,544 1,946 18.5 Professional and consulting fees 8,920 10,704 (1,784 ) (16.7 ) Occupancy 3,700 3,300 400 12.1 Marketing and advertising 2,949 3,128 (179 ) (5.7 ) Clearing costs 4,263 4,372 (109 ) (2.5 ) General and administrative 4,444 3,280 1,164 35.5 Total expenses$ 97,441 $ 89,157 $ 8,284 9.3 %
Employee compensation and benefits increased by
Depreciation and amortization increased by$2.1 million primarily due to higher amortization of software development costs of$1.8 million and amortization of acquired intangibles expense of$0.6 million , offset by a decrease in depreciation of software licenses and office equipment of$0.3 million . For the three months endedJune 30, 2022 and 2021,$1.3 million and$5.6 million , respectively, of equipment purchases and leasehold improvements and$9.1 million and$8.4 million , respectively, of software development costs were capitalized. Technology and communications expenses increased by$1.9 million primarily due to higher software subscription costs of$1.2 million and higher cloud hosting costs of$0.6 million . Professional and consulting fees decreased$1.8 million due to lower acquisition-related consulting and legal expenses of$0.7 million , lower IT and other consulting costs of$0.7 million and lower self-clearing consulting fees of$0.3 million . General and administrative expenses increased$1.2 million primarily due to higher travel and entertainment costs of$0.5 million , higher regulatory fees of$0.3 million , higher director stock compensation expense of$0.2 million and higher office-related administration costs of$0.2 million . 32 --------------------------------------------------------------------------------
Other Income (Expense)
Our other income (expense) for the three months ended
Three Months Ended June 30,
$ %
2022 2021 Change Change
($ in thousands)
Investment income $ 254 $ 107 $ 147 137.4 %
Interest expense (337 ) (171 ) (166 ) 97.1
Equity in earnings of
unconsolidated affiliate 191 - 191 NM
Other, net 4,682 (1,060 ) 5,742 NM
Total other income (expense)
(526.2 ) %
Equity in earnings of unconsolidated affiliate represents the proportionate share of net income of our equity method investee.
Other, net increased by
Provision for Income Taxes
The provision for income taxes and effective tax rate for the three months ended
Three Months Ended June 30,
$ %
2022 2021 Change Change
($ in thousands)
Provision for income taxes
Effective tax rate 25.3 % 21.8 % The provision for income taxes reflected$0.1 million of excess tax detriments and$5.6 million of excess tax benefits related to share-based compensation awards that vested or were exercised during the three months endedJune 30, 2022 and 2021, respectively. Our consolidated effective tax rate can vary from period to period depending on the geographic mix of our earnings, changes in tax legislation and tax rates and the amount and timing of excess tax benefits related to share-based payments, among other factors. 33 --------------------------------------------------------------------------------
Results of Operations
Six Months Ended
The following table summarizes our financial results for the six months endedJune 30, 2022 and 2021. Six Months Ended June 30, $ % 2022 2021 Change Change ($ in thousands, except per share amounts) Revenues$ 368,286 $ 371,798 $ (3,512 ) (0.9 ) % Expenses 195,394 181,147 14,247 7.9 Operating income 172,892 190,651 (17,759 ) (9.3 ) Other income (expense) 7,105 (2,797 ) 9,902 (354.0 ) Income before income taxes 179,997 187,854 (7,857 ) (4.2 ) Provision for income taxes 48,306 40,109 8,197 20.4 Net income$ 131,691 $ 147,745 $
(16,054 ) (10.9 ) %
Net income per common share - Diluted
Changes in the average foreign currency exchange rates of the British pound sterling and the Euro compared to theU.S. dollar had the effect of decreasing revenues and expenses by$4.1 million and$3.7 million , respectively, for the six months endedJune 30, 2022 .
Revenues
Our revenues for the six months ended
Six Months Ended June 30,
2022 2021
($ in thousands)
% of % of $ %
Revenues Revenues Change Change
Commissions $ 329,576 89.5 % $ 332,269 89.4 % $ (2,693 ) (0.8 ) %
Information services 19,205 5.2 19,006 5.1 199 1.0
Post-trade services 19,056 5.2 20,109 5.4 (1,053 ) (5.2 )
Other 449 0.1 414 0.1
35 8.5
Total revenues
Commissions. Our commission revenues for the six months ended
Six Months Ended June 30,
$ %
2022 2021 Change Change
($ in thousands)
Variable transaction fees
U.S. high-grade $ 104,454 $ 121,769 $ (17,315 ) (14.2 ) %
Other credit 150,030 145,973 4,057 2.8
Total credit 254,484 267,742 (13,258 ) (5.0 )
Rates 12,211 7,755 4,456 57.5Total variable transaction fees 266,695 275,497 (8,802 )
(3.2 ) Distribution fees U.S. high-grade 46,522 42,343 4,179 9.9 Other credit 16,248 14,299 1,949 13.6 Total credit 62,770 56,642 6,128 10.8 Rates 111 130 (19 ) (14.6 ) Total distribution fees 62,881 56,772 6,109 10.8 Total commissions$ 329,576 $ 332,269 $ (2,693 ) (0.8 ) % 34
--------------------------------------------------------------------------------U.S. high-grade variable transaction fees decreased$17.3 million driven by a 16.0% decrease in average variable transaction fee per million, partially offset by a 2.1% increase in trading volume. Other credit variable transaction fees increased$4.1 million driven by a 9.1% increase in trading volume which was partially offset by a 5.8% decrease in the average variable transaction fee per million. Open Trading credit volume totaled$462.5 billion during the six months endedJune 30, 2022 , flat compared to the six months endedJune 30, 2021 , and represented 31.6% and 31.1% of variable transaction fees for the six months endedJune 30, 2022 and 2021, respectively. The 57.5% increase in variable transaction fees for rates was mainly attributable to higherU.S. Treasury trading volume.U.S. high-grade distribution fees increased$4.2 million mainly due to certain dealers moving to higher fixed fee plans and an increase in unused monthly minimum commitment fees. Other credit distribution fees increased$1.9 million mainly due to the migration of certain dealers from all-variable fee plans to plans that incorporate a monthly distribution fee. Our trading volumes for the six months endedJune 30, 2022 and 2021 were as follows: Six Months Ended June 30, $ % 2022 2021 Change Change ($ in millions) Trading volume data U.S. high-grade - fixed rate$ 680,854 $ 662,673 $ 18,181 2.7 % U.S. high-grade - floating rate 21,024 24,779 (3,755 ) (15.2 ) Total U.S. high grade 701,878 687,452 14,426 2.1 Other credit 802,927 735,885 67,042 9.1 Total credit$ 1,504,805 $ 1,423,337 $ 81,468 5.7 % Rates 3,012,829 2,009,135 1,003,694 50.0 Number of U.S. Trading Days 124 124 Number of U.K. Trading Days 123 124 For volume reporting purposes, transactions in foreign currencies are converted toU.S. dollars at average monthly rates. The 2.1% increase in ourU.S. high-grade volume was principally due to an increase in our estimated market share. EstimatedU.S. high-grade TRACE volume decreased by 1.4% to$3.3 trillion for the six months endedJune 30, 2022 . Our estimated market share of totalU.S. high-grade corporate bond volume increased to 21.5% for the six months endedJune 30, 2022 from 20.8% for the six months endedJune 30, 2021 . Other credit volumes increased by 9.1% due to increases in emerging markets bond volume of 9.0%, high-yield bond volume of 3.3% and 245.1% in municipal bonds volume. The increases in emerging markets bond volume and high-yield bond volume were due to increases in our estimated market share, while the increase in municipal bond volume reflects the inclusion of MuniBrokers variable subscription related trading volume beginning in the first quarter of 2022. Estimated emerging markets,U.S. high-yield and Eurobond market volumes decreased by 8.6%, 4.7% and 16.1%, respectively, compared to the six months endedJune 30, 2021 . Rates trading volume increased 50.0% primarily due to increases inU.S. treasuries dealer-to-dealer estimated average daily trading volume and our estimated market share.
Our average variable transaction fee per million for the six months ended
Six Months Ended June 30,
2022 2021 $ Change % Change
Average variable transaction
fee per million
U.S. high-grade - fixed rate $ 151.87 $ 182.21 $ (30.34 ) (16.7 ) %
U.S. high-grade - floating rate 50.12 41.19 8.93 21.7
Total U.S. high-grade 148.82 177.13 (28.31 ) (16.0 )
Other credit 186.85 198.36 (11.51 ) (5.8 )
Total credit 169.11 188.11 (18.99 ) (10.1 )
Rates 4.05 3.86 0.19 4.9
35-------------------------------------------------------------------------------- TotalU.S. high-grade average variable transaction fee per million decreased 16.0% to$148.82 per million for the six months endedJune 30, 2022 due to a decrease in the duration of bonds traded on our platforms. Other credit average variable transaction fee per million decreased 5.8% to$186.85 per million for the six months endedJune 30, 2022 mainly due to a larger percentage of trading volume in emerging market bonds that command lower fees per million and dealer migration to fixed-distribution fee plans that provide for lower transaction fees. Information Services. Information services revenue increased$0.2 million for the six months endedJune 30, 2022 mainly due to net new data contract revenue of$0.9 million partially offset by the negative impact of foreign exchange of$0.7 million . Post-Trade Services. Post-trade services revenue decreased$1.1 million for the six months endedJune 30, 2022 principally due to the negative impact of foreign exchange of$1.4 million partially offset by net new contract revenue of$0.3 million , which includes the impact of planned customer attrition in connection with the Regulatory Reporting Hub integration.
Expenses
The following table summarizes our expenses for the six months endedJune 30, 2022 and 2021. Six Months Ended June 30, $ % 2022 2021 Change Change ($ in thousands) Expenses
Employee compensation and benefits
4.9 % Depreciation and amortization 30,414 24,876 5,538 22.3 Technology and communications 24,682 20,580 4,102 19.9
Professional and consulting fees 18,541 20,344 (1,803 )
(8.9 ) Occupancy 7,087 6,617 470 7.1 Marketing and advertising 4,738 4,332 406 9.4 Clearing costs 8,838 9,066 (228 ) (2.5 ) General and administrative 7,903 6,512 1,391 21.4 Total expenses$ 195,394 $ 181,147 $ 14,247 7.9 % Employee compensation and benefits increased by$4.4 million , primarily due to higher salaries, taxes and benefits of$4.8 million on higher employee headcount and higher stock-based compensation of$0.7 million , offset by lower employee incentive compensation of$0.9 million , which is impacted by operating performance. Depreciation and amortization increased by$5.5 million primarily due to higher amortization of acquired intangibles expense of$2.0 million and amortization of software development costs of$3.6 million . For the six months endedJune 30, 2022 and 2021,$2.7 million and$9.8 million , respectively, of equipment purchases and leasehold improvements and$18.6 million and$16.5 million , respectively, of software development costs were capitalized.
Technology and communications expenses increased by
Professional and consulting fees decreased
General and administrative expenses increased
36
--------------------------------------------------------------------------------Other Income (Expense)
Our other income (expense) for the six months ended
Six Months Ended June 30,
$ %
2022 2021 Change Change
($ in thousands)
Investment income $ 313 $ 214 $ 99 46.3 %
Interest expense (510 ) (362 ) (148 ) 40.9
Equity in earnings of
unconsolidated affiliate 191 - 191 NM
Other, net 7,111 (2,649 ) 9,760 NM
Total other income (expense) $ 7,105 $ (2,797 ) $ 9,902 (354.0 ) %
Equity in earnings of unconsolidated affiliate represents the proportionate share of net income of our equity method investee.
Other, net increased by$9.7 million primarily due to a gain of$1.6 million on the revaluation of contingent consideration payable and higher foreign exchange gains of$8.3 million . Provision for Income Taxes
The provision for income taxes and effective tax rate for the six months ended
Six Months Ended June 30,
$ %
2022 2021 Change Change
($ in thousands)
Provision for income taxes
Effective tax rate 26.8 % 21.4 % The provision for income taxes reflected less than$0.1 million in excess tax detriments and$9.7 million of excess tax benefits related to share-based compensation awards that vested or were exercised during the six months endedJune 30, 2022 and 2021, respectively. The provision for income taxes for the six months endedJune 30, 2022 also reflected$3.2 million of expense related to a settlement with theNew York State tax authorities to resolve the 2010 to 2014 audits. Our consolidated effective tax rate can vary from period to period depending on the geographic mix of our earnings, changes in tax legislation and tax rates and the amount and timing of excess tax benefits related to share-based payments, among other factors.
Liquidity and Capital Resources
During the six months endedJune 30, 2022 , we have met our funding requirements through cash on hand, internally generated funds and short-term borrowings. Cash and cash equivalents and investments totaled$324.8 million as ofJune 30, 2022 . Our investments are generally invested inU.S. treasury securities. We limit the amounts that can be invested in any single issuer and invest in short- to intermediate-term instruments whose fair values are less sensitive to interest rate changes. InOctober 2021 , we entered into the 2021 Credit Agreement provided by a syndicate of lenders andJPMorgan Chase Bank, N.A ., as administrative agent, that provides aggregate commitments totaling$500.0 million , consisting of a revolving credit facility and a$5.0 million letter of credit sub-limit for standby letters of credit. The 2021 Credit Agreement replaced the 2020 Credit Agreement and will mature onOctober 15, 2024 , with our option to request up to two additional 364-day extensions at the discretion of each lender and subject to customary conditions. As ofJune 30, 2022 , we had no borrowings or letters of credit outstanding and$500.0 million in available borrowing capacity under the 2021 Credit Agreement. The 2021 Credit Agreement requires that we satisfy certain covenants, which include a leverage ratio. We were in compliance with all applicable covenants atJune 30, 2022 . See Note 11 to the Consolidated Financial Statements for a discussion of the 2021 Credit Agreement. In connection with its self-clearing operations, ourU.S. broker-dealer subsidiary entered into an agreement (the "Collateralized Agreement") with its settlement bank to provide loans up to an aggregate of$200.0 million on an uncommitted basis. Borrowings under the Collateralized Agreement are collateralized by securities pledged by theU.S. broker-dealer subsidiary to the settlement bank, subject to applicable haircuts and concentration limits. As ofJune 30, 2022 , theU.S. broker-dealer subsidiary had no borrowings outstanding and$200.0 million in available borrowing capacity under the Collateralized Agreement. See Note 11 to the Consolidated Financial Statements for a discussion of the Collateralized Agreement. 37 --------------------------------------------------------------------------------
Under arrangements with their settlement banks, certain of our
As a result of our self-clearing and settlement activities, we are required to finance certain transactions, maintain deposits with various clearing organizations and clearing broker-dealers and maintain a special reserve bank account for the benefit of customers pursuant to Rule 15c3-3 of the Exchange Act. As ofJune 30, 2022 , the aggregate amount of the positions financed, deposits and customer reserve balances associated with our self-clearing and settlement activities was$294.2 million . These requirements can fluctuate based on trading activity, market volatility or other factors which may impact our liquidity or require us to use our capital resources.
Our cash flows were as follows:
Six Months Ended June 30,
$ %
2022 2021 Change Change
($ in thousands)
Net cash provided by operating
activities $ 69,907 $ 73,567 $ (3,660 ) (5.0 ) %
Net cash (used in) investing
activities (55,642 ) (43,346 ) (12,296 ) 28.4
Net cash (used in) financing
activities (187,048 ) (92,765 ) (94,283 ) 101.6
Effect of exchange rate changes on
cash and cash equivalents (23,894 ) (263 ) (23,631 ) NM
Net decrease for the period $ (196,677 ) $ (62,807 ) $ (133,870 ) 213.1 %
The $3.7 million decrease in net cash flows from operating activities was
primarily due to lower net income of $16.1 million and an increase in the change
in accounts receivable of $16.3 million , offset by an increase in the change in
net receivables from broker-dealers, clearing organizations and customers
associated with our clearing activities of $22.3 million , higher depreciation
and amortization of $5.5 million and higher stock-based compensation expense of
$1.0 million .
The $12.3 million increase in net cash used in investing activities was
primarily due to an increase in cash used for an equity method investment of
$34.4 million and an increase in capitalization of software costs of $2.1
million , offset by a decrease in cash used for acquisitions of $17.1 and lower
purchases of furniture, equipment and leasehold improvements of $7.1 million .
The $94.3 million increase in net cash used in financing activities was
principally due to an increase in repurchases of common stock of $73.6 million ,
an increase of $26.2 million in payments of contingent consideration related to
acquisitions, lower exercises of stock options of $4.5 million , an increase in
cash dividends of $3.3 million and lower proceeds from short-term borrowings of
$1.0 million , offset by a decrease in withholding tax payments on restricted
stock vesting and stock option exercises of $14.3 million .
The $23.6 million change in the effect of exchange rate changes on cash and cash
equivalents was driven by a higher cumulative translation adjustment due to the
strengthening U.S. dollar.
Past trends of cash flows are not necessarily indicative of future cash flow levels. A decrease in cash flows may have a material adverse effect on our liquidity, business and financial condition.
Other Factors Influencing Liquidity and Capital Resources
We believe that our current resources are adequate to meet our liquidity needs and requirements, including commitments for capital expenditures, in the short-term (during the next 12 months). However, our future liquidity and capital requirements will depend on a number of factors, including liquidity requirements associated with our self-clearing operations and expenses associated with product development and expansion and new business opportunities that are intended to further diversify our revenue stream. We may also acquire or invest in technologies, business ventures or products that are complementary to our business. In the event we require any additional financing, it will take the form of equity or debt financing. Any additional equity offerings may result in dilution to our stockholders. Any debt financings, if available at all, may involve restrictive covenants with respect to dividends, issuances of additional capital and other financial and operational matters related to our business. In addition, in the long-term (beyond 12 months), we believe our liquidity needs and requirements will be affected by the factors discussed above. Certain of ourU.S. subsidiaries are registered as a broker-dealer or a SEF and therefore are subject to the applicable rules and regulations of theSEC ,FINRA and the CFTC. These rules contain minimum net capital requirements, as defined in the applicable regulations, and also may require that a significant part of the registrants' assets be kept in relatively liquid form. Certain of our foreign subsidiaries are regulated by theFCA in theU.K. or other foreign regulators and must maintain financial resources, as defined in the applicable regulations, in excess of the applicable financial resources requirement. As ofJune 30, 2022 , each of our subsidiaries that are subject to these regulations had net capital or financial resources in excess of their minimum requirements. As ofJune 30, 2022 , our subsidiaries maintained aggregate net capital and financial resources that were$477.8 million in excess of the required levels of$21.7 million . 38 -------------------------------------------------------------------------------- Each of ourU.S. and foreign regulated subsidiaries are subject to local regulations which generally prohibit repayment of borrowings from our affiliates, paying cash dividends, making loans to our affiliates or otherwise entering into transactions that result in a significant reduction in regulatory net capital or financial resources without prior notification to or approval from such regulated entity's principal regulator. As ofJune 30, 2022 , the amount of unrestricted cash held by our non-U.S. subsidiaries was$142.9 million . We execute bond transactions between our institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades. OurU.S. broker-dealer subsidiary operates under a self-clearing model for the settlement of such transactions. Our subsidiaries also settle their transactions through third-party clearing brokers or settlement agents. Settlement typically occurs within one to two trading days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded. Under both the self-clearing and the third-party clearing models, we may be exposed to credit risk in the event a counterparty does not fulfill its obligation to complete a transaction or if there is an error in executing a matched principal transaction. Pursuant to the terms of the securities clearing agreements, each third-party clearing broker has the right to charge us for any losses they suffer resulting from a counterparty's failure on any of our trades. We did not record any liabilities or losses with regard to counterparty failures for the six months endedJune 30, 2022 and 2021. Substantially all of our open securities failed-to-deliver and securities failed-to-receive transactions as ofJune 30, 2022 have subsequently settled at the contractual amounts. In the normal course of business, we enter into contracts that contain a variety of representations, warranties and indemnification provisions. Our maximum exposure from any claims under these arrangements is unknown, as this would involve claims that have not yet occurred. However, based on past experience, we expect the risk of material loss to be remote. We have operating leases for corporate offices with initial lease terms ranging from one year to 15 years. We have total future contractual rent payments on these leases of$118.0 million , with$11.0 million due within the next 12 months and$107.0 million due beyond 12 months. InJanuary 2021 , our Board authorized a new share repurchase program for up to$100.0 million that commenced inApril 2021 and was exhausted inJanuary 2022 . InJanuary 2022 , our Board authorized a new share repurchase program for up to$150.0 million that commenced inMarch 2022 . Shares repurchased under each program will be held in treasury for future use. InJuly 2022 , our Board of Directors approved a quarterly cash dividend of$0.70 per share payable onAugust 17, 2022 to stockholders of record as of the close of business onAugust 3, 2022 . Any future declaration and payment of dividends will be at the sole discretion of our Board of Directors. Our Board of Directors may take into account such matters as general business conditions, our financial results, capital requirements, contractual obligations, legal, and regulatory restrictions on the payment of dividends to our stockholders or by our subsidiaries to their respective parent entities, and any such other factors as the Board of Directors may deem relevant. OnApril 9, 2021 we acquired MuniBrokers. The purchase price consisted of$17.1 million in cash paid at closing and up to$25.0 million in contingent consideration payable in cash within approximately two years of the closing. InMay 2022 , we made a payment of$8.3 million to settle the first earn-out period consideration. As ofJune 30, 2022 , the remaining outstanding contingent consideration payable was$12.1 million .
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with GAAP, we use
certain non-GAAP financial measures: earnings before interest, taxes,
depreciation and amortization ("EBITDA"), EBITDA margin and free cash flow. We
define EBITDA margin as EBITDA divided by revenues. We define free cash flow as
cash flow from operating activities excluding the net change in trading
investments and net change in securities failed-to-deliver and securities
failed-to-receive from broker-dealers, clearing organizations and customers,
less expenditures for furniture, equipment and leasehold improvements and
capitalized software development costs. We believe these non-GAAP financial
measures, when taken into consideration with the corresponding GAAP financial
measures, are important in understanding our operating results. EBITDA, EBITDA
margin and free cash flow are not measures of financial performance or liquidity
under GAAP and therefore should not be considered an alternative to net income
or cash flow from operating activities as an indicator of operating performance
or liquidity. We believe that EBITDA, EBITDA margin and free cash flow provide
useful additional information concerning profitability of our operations and
business trends and the cash flow available to pay dividends, repurchase stock
and meet working capital requirements.
39
--------------------------------------------------------------------------------The table set forth below presents a reconciliation of our net income to EBITDA and EBITDA margin:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
($ in thousands)
Net income $ 66,922 $ 67,288 $ 131,691 $ 147,745
Add back:
Interest expense 337 171 510 362
Provision for income taxes 22,656 18,765 48,306 40,109
Depreciation and amortization 15,240 13,097 30,414 24,876
EBITDA $ 105,155 $ 99,321 $ 210,921 $ 213,092
EBITDA margin 57.7 % 56.3 % 57.3 % 57.3 %
The table set forth below presents a reconciliation of our cash flow from operating activities to free cash flow:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
($ inthousands)
Net cash provided by operating activities$ 93,637 $ 96,726 $ 69,907 $ 73,567 Exclude: Net change in trading investments - 11,064 - 5,569 Exclude: Net change in fail-to-deliver/receive from broker-dealers, clearing organizations and customers (20,376 ) (26,596 ) 48,166 66,774 Less: Purchases of furniture, equipment and leasehold improvements (1,285 ) (5,552 ) (2,681 ) (9,809 ) Less: Capitalization of software development costs (9,136 ) (8,384 ) (18,561 ) (16,459 ) Free Cash Flow$ 62,840 $ 67,258 $ 96,831 $ 119,642 40
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