Tradeweb Markets Inc. (Nasdaq: TW), a leading, global operator of electronic marketplaces for rates, credit, equities and money markets, today reported financial results for the quarter and full year ended December 31, 2020.

$233.1 million quarterly gross revenues increased 18.1% (15.9% on a constant currency basis) year over year. Full Year 2020 gross revenue increase of 15.1% vs Full Year 2019

$897.9 billion record average daily volume (“ADV”) for the quarter, an increase of 30.9% year over year with ADV records in U.S. High Yield bonds, Chinese bonds and Repos. Quarterly records for TRACE market share in U.S. High Grade and U.S. High Yield bonds

$66.4 million net income and $80.5 million adjusted net income for the quarter, increases of 16.0%, and 33.1% respectively from the prior year period

49.2% adjusted EBITDA margin or $114.6 million adjusted EBITDA for the quarter, compared to 46.9% or $92.4 million respectively for the prior year period

$0.28 diluted earnings per share (“Diluted EPS”) for the quarter and $0.34 adjusted diluted earnings per share

$0.08 per share quarterly cash dividend declared and $150 million share repurchase program launched

Lee Olesky, CEO of Tradeweb Markets:

“Strong financial results for the fourth quarter capped off a transformative year for Tradeweb. We reported record average daily volumes for Q4 thanks to broad-based momentum across asset classes. Wherever our clients were working in 2020, we know that electronic trading, digital processing and data helped them navigate unprecedented debt issuance and market volatility. Our markets are evolving, and with 2021 volumes off to a strong start we are excited about the role electronic trading continues to play in that evolution."

SELECT FINANCIAL
RESULTS

4Q20

4Q19

Change

Constant
Currency
Growth(1)

(dollars in thousands except per share amounts)(Unaudited)

GAAP Financial Measures

Gross revenue

$

233,076

 

$

197,308

 

18.1

%

15.9

%

Rates

$

121,699

 

$

107,539

 

13.2

%

10.8

%

Credit

$

59,255

 

$

43,542

 

36.1

%

33.9

%

Equities

$

15,011

 

$

11,665

 

28.7

%

23.8

%

Money Markets

$

10,382

 

$

10,027

 

3.5

%

2.1

%

Market Data

$

20,864

 

$

19,361

 

7.8

%

7.3

%

Other

$

5,865

 

$

5,174

 

13.4

%

13.4

%

Net income

$

66,449

 

$

57,278

 

16.0

%

 

 

Net Income attributable to Tradeweb Markets Inc.(2) $

55,060

$

41,329

33.2

%

 

Diluted EPS

$

0.28

 

$

0.25

 

12.0

%

 

 

Non-GAAP Financial Measures

Adjusted EBITDA (1)

$

114,576

 

$

92,441

 

23.9

%

20.0

%

Adjusted EBITDA

margin (1)

49.2

%

46.9

%

231

bps

167

bps

Adjusted EBIT (1)

$

103,563

 

$

81,482

 

27.1

%

22.7

%

Adjusted EBIT margin (1)

44.4

%

41.3

%

314

bps

242

bps

Adjusted Net Income (1)

$

80,483

 

$

60,489

 

33.1

%

28.4

%

Adjusted Diluted

EPS (1)

$

0.34

 

$

0.26

 

30.8

%

26.9

%

(1)

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS and constant currency growth are non-GAAP financial measures. See "Non-GAAP Financial Measures" below and the attached schedules for additional information and reconciliations of such non-GAAP financial measures.

(2)

Represents net income less net income attributable to non-controlling interests.

ADV (US $bn)
(Unaudited)

Asset Class

Product

4Q20

4Q19

YoY

Rates

Cash

328

 

268

 

22.5

%

 

Derivatives

209

 

184

 

14.1

%

 

Total

537

 

451

 

19.1

%

Credit

Cash

8

 

6

 

38.5

%

 

Derivatives

10

 

7

 

32.8

%

 

Total

18

 

13

 

35.4

%

Money Markets

Cash

330

 

212

 

55.6

%

 

Total

330

 

212

 

55.6

%

Equities

Cash

7

 

5

 

50.1

%

 

Derivatives

6

 

4

 

25.4

%

 

Total

12

 

9

 

37.9

%

 

Total

898

 

686

 

30.9

%

DISCUSSION OF RESULTS: FOURTH QUARTER 2020

Rates – Revenues from rates of $121.7 million in the fourth quarter of 2020 increased 13.2% compared to the fourth quarter of 2019 (10.8% on a constant currency basis). ADV in rates of $537.3 billion for the fourth quarter of 2020 increased 19.1% compared with the fourth quarter of 2019. Government bond trading increased due in part to growth in execution via firm streams and new client acquisition, along with higher global issuances and volatility around COVID-19, the U.S. election and Brexit. Low mortgage rates drove mortgage origination and higher secondary trading volumes, while macro uncertainty contributed to higher volumes in rates derivatives.

Credit – Revenues from credit of $59.3 million in the fourth quarter of 2020 increased 36.1% compared to the fourth quarter of 2019 (33.9% on a constant currency basis) as continued growth in portfolio trading and anonymous all-to-all trading protocols helped Tradeweb capture quarterly record TRACE market share in U.S. High Grade and U.S. High Yield bonds, with fully electronic representing the majority of each. Quarterly ADV in credit of $17.9 billion for the fourth quarter increased 35.4% over the prior year period with records in U.S. High Yield, U.S. High Grade-Fully Electronic and Chinese bonds.

Money Markets – Revenues from money markets of $10.4 million in the fourth quarter of 2020 increased 3.5% compared to the fourth quarter of 2019 (2.1% on a constant currency basis). Record quarterly ADV in money markets of $330.3 billion increased 55.6% driven in part by the addition of new dealers and participants on our global institutional Repo platform.

Equities – Revenues from equities of $15.0 million in the fourth quarter of 2020 increased 28.7% compared to the fourth quarter of 2019 (23.8% on a constant currency basis). ADV in equities of $12.4 billion for the fourth quarter of 2020 increased 37.9% as global ETF trading benefited from sharp fluctuations in equity markets and continued new client adoption.

Market Data – Revenues from market data of $20.9 million in the fourth quarter of 2020 increased 7.8% compared to the fourth quarter of 2019 (7.3% on a constant currency basis) due to delivery of additional data under our market data license agreements with Refinitiv.

Other – Other revenues of $5.9 million in the fourth quarter of 2020 increased 13.4% compared to the fourth quarter of 2019 (13.4% on a constant currency basis).

Operating Expenses – Operating expenses of $161.5 million in the fourth quarter of 2020 increased 13.0% compared to the fourth quarter of 2019 due to higher employee compensation and benefits expense, as well as higher depreciation and amortization expense. Adjusted Expenses were $129.5 million in the fourth quarter of 2020, an increase of 11.8% from the prior year period, primarily due to higher employee compensation and benefits expense associated with performance-related compensation and higher headcount, as well as higher technology and communications expense. Please see "Non-GAAP Financial Measures" below for additional information.

DISCUSSION OF RESULTS: FULL YEAR 2020

Tradeweb recorded its 21st consecutive year of record revenues in 2020. Gross revenue increased 15.1% (14.5% on a constant currency basis), to $892.7 million, compared to full year 2019, driven by record volumes across all of our asset classes and capped off by a record fourth quarter. Net income increased 26.2% to $218.4 million for the year ended December 31, 2020, compared to $173.0 million for the year ended December 31, 2019. Adjusted EBITDA margin increased to 48.9% for the year ended December 31, 2020 compared to 45.5% for the year ended December 31, 2019, representing an increase of 336 basis points (285 bps on a constant currency basis). Diluted EPS was $0.88 for the year ended December 31, 2020. Adjusted Diluted EPS was $1.31 for the year ended December 31, 2020.

CAPITAL MANAGEMENT

  • $791.3 million in cash and cash equivalents and an undrawn $500 million credit facility at December 31, 2020.
  • Capital expenditures and capitalization of software development: $42.5 million.
  • Free cash flow for the year ended December 31, 2020 of $400.7 million up 50.3%. See “Non-GAAP Financial Measures” for additional information.
  • The Board of Directors of Tradeweb Markets Inc. declared a quarterly cash dividend of $0.08 per share of Class A common stock and Class B common stock, payable on March 15, 2021 to stockholders of record as of March 1, 2021.
  • The Board also authorized a $150 million share repurchase program. The amounts and timing of the repurchases will be subject to, among other factors, general market conditions and the prevailing price and trading volumes of our Class A common stock. The repurchase program, which is authorized through the end of 2023, does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

OTHER MATTERS

Full-Year 2021 Guidance*

  • Adjusted Expenses: $530 - $560 million
    • Non-GAAP adjusted expense guidance does not include any expenses tied to our recently announced acquisition of Nasdaq’s U.S. fixed income electronic trading platform. We will update our guidance following the closing of the deal.
  • Acquisition and Refinitiv Transaction related depreciation and amortization expense: $120 million
  • Assumed non-GAAP tax rate: 22.0%
  • Capital expenditures and capitalization of software development: $45 - $50 million

*GAAP operating expenses and tax rate guidance are not provided due to the inherent difficulty in quantifying certain amounts due to a variety of factors including the unpredictability in the movement of foreign currency rates.

CONFERENCE CALL

Tradeweb Markets will hold a conference call to discuss fourth quarter 2020 results starting at 9:25 AM EST today, February 4, 2021. A live, audio webcast of the conference call along with related materials will be available at http://investors.tradeweb.com. Alternatively, interested parties can access the call by dialing 866-221-1629 (U.S.) or +1 470-495-9175 (international) and entering passcode 6190256. After the conference call, an archived recording will be available at http://investors.tradeweb.com.

ABOUT TRADEWEB MARKETS

Tradeweb Markets Inc. (Nasdaq: TW) is a leading, global operator of electronic marketplaces for rates, credit, equities and money markets. Founded in 1996, Tradeweb provides access to markets, data and analytics, electronic trading, straight-through-processing and reporting for more than 40 products to clients in the institutional, wholesale and retail markets. Advanced technologies developed by Tradeweb enhance price discovery, order execution and trade workflows while allowing for greater scale and helping to reduce risks in client trading operations. Tradeweb serves approximately 2,500 clients in more than 65 countries. On average, Tradeweb facilitated more than $835 billion in notional value traded per day over the past four fiscal quarters. For more information, please go to www.tradeweb.com.

 

TRADEWEB MARKETS INC.
INCOME STATEMENT
Dollars in Thousands, Except Per Share Data

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

2020

 

2019

 

2020

 

2019

Revenues

 

(unaudited)

 

 

 

(unaudited)

 

 

 

(unaudited)

 

 

 

 

 

Transaction fees

$

134,922

 

 

 

$

104,245

 

 

 

$

518,474

 

 

 

$

423,583

 

 

Subscription fees

 

36,652

 

 

 

 

34,333

 

 

 

 

142,358

 

 

 

 

138,731

 

 

Commissions

 

42,913

 

 

 

 

41,165

 

 

 

 

163,114

 

 

 

 

149,365

 

 

Refinitiv market data fees

 

16,240

 

 

 

 

15,383

 

 

 

 

59,706

 

 

 

 

55,635

 

 

Other

 

2,349

 

 

 

 

2,182

 

 

 

 

9,007

 

 

 

 

8,252

 

 

Gross revenue

 

233,076

 

 

 

 

197,308

 

 

 

 

892,659

 

 

 

 

775,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

86,305

 

 

 

 

76,545

 

 

 

 

349,658

 

 

 

 

329,457

 

 

Depreciation and amortization

 

39,837

 

 

 

 

36,402

 

 

 

 

153,789

 

 

 

 

139,330

 

 

Technology and communications

 

13,103

 

 

 

 

10,199

 

 

 

 

47,500

 

 

 

 

39,285

 

 

General and administrative

 

10,302

 

 

 

 

8,999

 

 

 

 

34,822

 

 

 

 

34,960

 

 

Professional fees

 

7,967

 

 

 

 

7,048

 

 

 

 

28,875

 

 

 

 

28,029

 

 

Occupancy

 

3,982

 

 

 

 

3,786

 

 

 

 

14,660

 

 

 

 

14,686

 

 

Total expenses

 

161,496

 

 

 

 

142,979

 

 

 

 

629,304

 

 

 

 

585,747

 

 

Operating income

 

71,580

 

 

 

 

54,329

 

 

 

 

263,355

 

 

 

 

189,819

 

 

Tax receivable agreement liability adjustment

 

11,425

 

 

 

 

33,134

 

 

 

 

11,425

 

 

 

 

33,134

 

 

Net interest income (expense)

 

(380)

 

 

 

 

704

 

 

 

 

(316)

 

 

 

 

2,373

 

 

Income before taxes

 

82,625

 

 

 

 

88,167

 

 

 

 

274,464

 

 

 

 

225,326

 

 

Provision for income taxes

 

(16,176)

 

 

 

 

(30,889)

 

 

 

 

(56,074)

 

 

 

 

(52,302)

 

 

Net income

$

66,449

 

 

 

$

57,278

 

 

 

$

218,390

 

 

 

$

173,024

 

 

Less: Pre-IPO net income attributable to Tradeweb Markets LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

42,352

 

 

Net income attributable to Tradeweb Markets Inc. and non-controlling interests

 

66,449

 

 

 

 

57,278

 

 

 

 

218,390

 

 

 

 

130,672

 

 

Less: Net income attributable to non-controlling interests

 

11,389

 

 

 

 

15,949

 

 

 

 

52,094

 

 

 

 

46,903

 

 

Net income attributable to Tradeweb Markets Inc.

$

55,060

 

 

 

$

41,329

 

 

 

$

166,296

 

 

 

$

83,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EPS calculations for post-IPO and pre-IPO periods (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

0.19

 

(b)

 

$

0.29

 

(a)

 

$

0.26

 

(a)

 

$

0.92

 

(a)

 

$

0.57

 

(a)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

0.19

 

(b)

 

$

0.28

 

(a)

 

$

0.25

 

(a)

 

$

0.88

 

(a)

 

$

0.54

 

(a)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

222,222,197

 

(b)

 

 

189,795,356

 

(a)

 

 

157,950,550

 

(a)

 

 

180,409,462

 

(a)

 

 

148,013,274

 

(a)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

223,320,457

 

(b)

 

 

197,745,297

 

(a)

 

 

167,069,241

 

(a)

 

 

188,223,032

 

(a)

 

 

156,540,246

 

(a)

(1)

In April 2019, the Company completed the Reorganization Transactions and the IPO, which, among other things, resulted in Tradeweb Markets Inc. becoming the successor of Tradeweb Markets LLC for financial reporting purposes. As a result, earnings per share information for the pre-IPO period is not comparable to the earnings per share information for the post-IPO period. Therefore, earnings per share information is being presented separately for the pre-IPO and post-IPO periods.

(a) Presents information for Tradeweb Markets Inc. (post-IPO period).

(b) Presents information for Tradeweb Markets LLC (pre-IPO period).

See “Basic and Diluted EPS Calculations” and “Presentation” below for additional information.

 

TRADEWEB MARKETS INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)
Dollars in Thousands, Except per Share Data

 

Reconciliation of Net Income to Adjusted
EBITDA, Adjusted EBITDA Margin,
Adjusted EBIT and Adjusted EBIT Margin

 

Quarter Ended December 31,

Year Ended December 31,

 

2020

 

2019

 

2020

 

2019

 

 

 

(in thousands)

Net income

 

$

66,449

 

 

$

57,278

 

 

$

218,390

 

 

$

173,024

 

 

Net interest (income) expense

 

380

 

 

(704)

 

 

316

 

 

(2,373)

 

 

Depreciation and amortization

 

39,837

 

 

36,402

 

 

153,789

 

 

139,330

 

 

Stock-based compensation expense(1)

 

2,717

 

 

2,700

 

 

13,025

 

 

25,098

 

 

Provision for income taxes

 

16,176

 

 

30,889

 

 

56,074

 

 

52,302

 

 

Unrealized foreign exchange (gains) / losses

 

216

 

 

(1,095)

 

 

5,665

 

 

(2,310)

 

 

(Gain)/Loss from revaluation of foreign denominated cash(2)

 

226

 

 

105

 

 

614

 

 

1,225

 

 

Tax receivable agreement liability adjustment(3)

 

(11,425)

 

 

(33,134)

 

 

(11,425)

 

 

(33,134)

 

 

Adjusted EBITDA

 

$

114,576

 

 

$

92,441

 

 

$

436,448

 

 

$

353,162

 

 

Less: Depreciation and amortization

 

(39,837)

 

 

(36,402)

 

 

(153,789)

 

 

(139,330)

 

 

Add: Acquisition and Refinitiv Transaction related D&A(4)

 

28,824

 

 

25,443

 

 

110,187

 

 

97,565

 

 

Adjusted EBIT

 

$

103,563

 

 

$

81,482

 

 

$

392,846

 

 

$

311,397

 

 

Adjusted EBITDA margin(5)

 

49.2

 

%

46.9

 

%

48.9

 

%

45.5

 

%

Adjusted EBIT margin(5)

 

44.4

 

%

41.3

 

%

44.0

 

%

40.2

 

%

(1)

Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with exercises of such options during the applicable period.

(2)

Represents foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.

(3)

Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the statement of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.

(4)

Represents acquisition-related intangibles amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the Refinitiv Transaction and the application of pushdown accounting (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).

(5)

Adjusted EBITDA margin and Adjusted EBIT margin are defined as Adjusted EBITDA and Adjusted EBIT, respectively, divided by gross revenue for the applicable period.

 

 

 

 

 

 

 

 

 

 

Reconciliation of Net Income to

 

Quarter Ended December 31,

Year Ended December 31,

Adjusted Net Income and Adjusted Diluted EPS

 

2020

 

2019

 

2020

 

2019

 

 

 

(in thousands, except per share amounts)

Earnings per diluted share(1)

 

$

0.28

 

(a)

$

0.25

 

(a)

$

0.88

 

(a)

$ 0.19 / 0.54

(b)/(a)

Pre-IPO net income attributable to Tradeweb Markets LLC (1)

 

 

 

 

 

 

 

42,352

 

(b)

Net income attributable to Tradeweb Markets Inc.(1)

 

55,060

 

(a)

41,329

 

(a)

166,296

 

(a)

83,769

 

(a)

Net income attributable to non-controlling interests (1)(2)

 

11,389

 

(a)

15,949

 

(a)

52,094

 

(a)

46,903

 

(a)

Net income(1)

 

$

66,449

 

(a)

$

57,278

 

(a)

$

218,390

 

(a)

$

173,024

 

(b)/(a)

Provision for income taxes

 

16,176

 

 

30,889

 

 

56,074

 

 

52,302

 

 

Acquisition and Refinitiv Transaction related D&A(3)

 

28,824

 

 

25,443

 

 

110,187

 

 

97,565

 

 

Stock-based compensation expense(4)

 

2,717

 

 

2,700

 

 

13,025

 

 

25,098

 

 

Unrealized foreign exchange (gains) / losses

 

216

 

 

(1,095)

 

 

5,665

 

 

(2,310)

 

 

Loss from revaluation of foreign denominated cash(5)

 

226

 

 

105

 

 

614

 

 

1,225

 

 

Tax receivable agreement liability adjustment(6)

 

(11,425)

 

 

(33,134)

 

 

(11,425)

 

 

(33,134)

 

 

Adjusted Net Income before income taxes

 

103,183

 

 

82,186

 

 

392,530

 

 

313,770

 

 

Adjusted income taxes(7)

 

(22,700)

 

 

(21,697)

 

 

(86,357)

 

 

(82,835)

 

 

Adjusted Net Income

 

$

80,483

 

 

$

60,489

 

 

$

306,173

 

 

$

230,935

 

 

Adjusted Diluted EPS(1)(8)

 

$

0.34

 

(a)

$

0.26

 

(a)

$

1.31

 

(a)

$ 0.23 / 0.77

(b)/(a)

(1)

In April 2019, the Company completed the Reorganization Transactions and the IPO. As a result, certain earnings information is being presented separately for Tradeweb Markets LLC and Tradeweb Markets Inc.

(a) Presents information for Tradeweb Markets Inc. (post-IPO period).

(b) Presents information for Tradeweb Markets LLC (pre-IPO period).

See the “Basic and Diluted EPS Calculations” table below for additional information.

(2)

For post-IPO periods, represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock.

(3)

Represents acquisition-related intangibles amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the Refinitiv Transaction and the application of pushdown accounting (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).

(4)

Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with exercises of such options during the applicable period.

(5)

Represents foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.

(6)

Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the statement of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.

(7)

Represents corporate income taxes at an assumed effective tax rate of 22.0% applied to Adjusted Net Income before income taxes for the year ended December 31, 2020 and 26.4% applied to Adjusted Net Income before income taxes for the year ended December 31, 2019. For pre-IPO periods, this adjustment assumes Tradeweb Markets LLC was subject to a corporate tax rate for the periods presented.

(8)

Due to the Reorganization Transactions and the IPO completed in April 2019, shares outstanding during the year ended December 31, 2019 represent shares of TWM LLC (pre-IPO period) and shares of Class A and Class B common stock of Tradeweb Markets, Inc. (post-IPO period). Shares outstanding during the year ended December 31, 2020 represent shares of Class A and Class B Common Stock of Tradeweb Markets Inc. (post-IPO period). For a summary of the calculation of Adjusted Diluted EPS, see "Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding" below.

 

The following table summarizes the calculation of Adjusted Diluted EPS for the periods presented:

Reconciliation of Diluted Weighted Average
Shares Outstanding to Adjusted Diluted
Weighted Average Shares Outstanding

 

 

 

 

 

 

 

Post-IPO Period

 

Pre-IPO Period

 

Quarter Ended
December 31,
2020

 

Quarter Ended
December 31,
2019

 

Year Ended
December 31,
2020

 

Year Ended
December 31,
2019

 

Year Ended
December 31,
2019

 

 

Diluted weighted average TWM LLC shares outstanding

 

 

 

 

 

 

 

 

 

223,320,457

 

Diluted weighted average shares of Class A and Class B common stock outstanding

 

197,745,297

 

 

167,069,241

 

 

188,223,032

 

 

156,540,246

 

 

 

Assumed exchange of LLC interests for shares of Class A or Class B common stock (1)

 

38,176,219

 

 

64,479,008

 

 

45,828,289

 

 

74,279,741

 

 

 

Adjusted diluted weighted average shares outstanding

 

235,921,516

 

 

231,548,249

 

 

234,051,321

 

 

230,819,987

 

 

223,320,457

 

Adjusted Net Income (in thousands)

 

$

80,483

 

 

$

60,489

 

 

$

306,173

 

 

$

178,745

 

 

$

52,190

 

Adjusted Diluted EPS

 

$

0.34

 

 

$

0.26

 

 

$

1.31

 

 

$

0.77

 

 

$

0.23

 

(1)

Assumes the full exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock, resulting in the elimination of the non-controlling interests and recognition of the net income attributable to non-controlling interests.

 

 

 

 

 

 

 

 

 

Reconciliation of Operating Expenses to Adjusted Expenses

 

Quarter Ended December 31,

 

Year Ended December 31,

 

2020

 

2019

 

2020

 

2019

 

 

(in thousands)

Operating Expenses

 

$

161,496

 

 

$

142,979

 

 

$

629,304

 

 

$

585,747

 

Acquisition and Refinitiv Transaction related D&A(1)

 

(28,824)

 

 

(25,443)

 

 

(110,187)

 

 

(97,565)

 

Stock-based compensation expense(2)

 

(2,717)

 

 

(2,700)

 

 

(13,025)

 

 

(25,098)

 

Unrealized foreign exchange gains / (losses)

 

(216)

 

 

1,095

 

 

(5,665)

 

 

2,310

 

Loss from revaluation of foreign-denominated cash(3)

 

(226)

 

 

(105)

 

 

(614)

 

 

(1,225)

 

Adjusted Expenses

 

$

129,513

 

 

$

115,826

 

 

$

499,813

 

 

$

464,169

 

(1)

Represents acquisition-related intangibles amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the Refinitiv Transaction and the application of pushdown accounting (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).

(2)

Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with exercises of such options during the applicable period.

(3)

Represents foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.

Reconciliation of Cash Flows from Operating Activities to Free Cash Flow

 

Year Ended December 31,
2020

 

 

(in thousands)

Cash flow from operating activities

 

$

443,234

 

Less: Capitalization of software development costs

 

(31,046)

 

Less: Purchases of furniture, equipment and leasehold improvements

 

(11,490)

 

Free Cash Flow

 

$

400,698

 

TRADEWEB MARKETS INC.

BASIC AND DILUTED EPS CALCULATIONS (UNAUDITED)

Dollars in Thousands, Except per Share Data

The following table summarizes the basic and diluted earnings per share calculations for Tradeweb Markets Inc. (post-IPO period) and Tradeweb Markets LLC (pre-IPO period):

EPS: Post-IPO net income attributable to Tradeweb Markets Inc.

 

Quarter Ended December 31,

 

Year Ended December 31,

 

2020

 

2019

 

2020

 

2019

 

 

(in thousands, except share and per share amounts)

Numerator:

 

 

 

 

 

 

 

 

Post-IPO net income attributable to Tradeweb Markets Inc.

 

$

55,060

 

 

$

41,329

 

 

$

166,296

 

 

$

83,769

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average shares of Class A and Class B common stock outstanding - Basic

 

189,795,356

 

 

157,950,550

 

 

180,409,462

 

 

148,013,274

 

Dilutive effect of equity-settled PRSUs

 

2,776,023

 

 

2,675,831

 

 

2,472,801

 

 

2,464,137

 

Dilutive effect of options

 

4,924,119

 

 

6,442,860

 

 

5,179,109

 

 

6,062,835

 

Dilutive effect of RSUs

 

249,799

 

 

 

 

161,660

 

 

 

Weighted average shares of Class A and Class B common stock outstanding - Diluted

 

197,745,297

 

 

167,069,241

 

 

188,223,032

 

 

156,540,246

 

 

 

 

 

 

 

 

 

 

Earnings per share - Basic

 

$

0.29

 

 

$

0.26

 

 

$

0.92

 

 

$

0.57

 

Earnings per share - Diluted

 

$

0.28

 

 

$

0.25

 

 

$

0.88

 

 

$

0.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EPS: Pre-IPO net income attributable to Tradeweb Markets LLC(1)

 

 

 

 

 

 

 

Year Ended
December 31, 2019

 

 

 

 

 

 

 

 

(in thousands,
except share and per
share amounts)

Numerator:

 

 

 

 

 

 

 

 

Pre-IPO net income attributable to Tradeweb Markets LLC

 

 

 

 

 

 

 

$

42,352

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average LLC Interests outstanding - Basic

 

 

 

 

 

 

 

222,222,197

 

Dilutive effect of equity-settled PRSUs

 

 

 

 

 

 

 

1,098,260

 

Weighted average LLC Interests outstanding - Diluted

 

 

 

 

 

 

 

223,320,457

 

 

 

 

 

 

 

 

 

 

Earnings per share - Basic

 

 

 

 

 

 

 

$

0.19

 

Earnings per share - Diluted

 

 

 

 

 

 

 

$

0.19

 

(1)

Earnings per share and weighted average shares outstanding for the pre-IPO period has been computed to give effect to the Reorganization Transactions, including the amendment and restatement of the fourth amended and restated limited liability company agreement of Tradeweb Markets LLC to, among other things, (i) provide for a new single class of common membership interests in Tradeweb Markets LLC (“LLC Interests”) and (ii) exchange all of the original members’ existing membership interests for LLC interests.

TRADEWEB MARKETS INC.
GROSS REVENUES BY ASSET CLASS (UNAUDITED)

 

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

Revenues

 

2020

 

2019

 

2020

 

2019

 

 

 

(dollars in thousands)

Rates

 

$

121,699

 

 

$

107,539

 

 

$

476,327

 

 

$

434,197

 

 

Credit

 

59,255

 

 

43,542

 

 

212,554

 

 

162,154

 

 

Equities

 

15,011

 

 

11,665

 

 

61,709

 

 

46,912

 

 

Money Markets

 

10,382

 

 

10,028

 

 

42,620

 

 

40,392

 

 

Market Data

 

20,864

 

 

19,361

 

 

76,521

 

 

70,723

 

 

Other

 

5,865

 

 

5,173

 

 

22,928

 

 

21,188

 

 

Gross revenue

 

$

233,076

 

 

$

197,308

 

 

$

892,659

 

 

$

775,566

 

 

 

 

 

Quarter Ended

 

Quarter Ended

 

Year Ended

 

Year Ended

 

 

December 31, 2020

 

December 31, 2019

 

December 31, 2020

 

December 31, 2019

Revenues

 

Variable

 

Fixed

 

Variable

 

Fixed

 

Variable

 

Fixed

 

Variable

 

Fixed

 

 

(dollars in thousands)

Rates

 

$

69,045

 

 

$

52,654

 

 

$

57,145

 

 

$

50,394

 

 

$

270,826

 

 

$

205,501

 

 

$

232,423

 

 

$

201,774

 

Credit

 

53,205

 

 

6,050

 

 

38,231

 

 

5,311

 

 

189,789

 

 

22,765

 

 

141,343

 

 

20,811

 

Equities

 

12,202

 

 

2,809

 

 

9,272

 

 

2,393

 

 

51,536

 

 

10,173

 

 

38,515

 

 

8,397

 

Money Markets

 

6,336

 

 

4,046

 

 

6,221

 

 

3,807

 

 

26,308

 

 

16,312

 

 

25,461

 

 

14,931

 

Market Data

 

 

 

20,864

 

 

 

 

19,361

 

 

 

 

76,521

 

 

 

 

70,723

 

Other

 

 

 

5,865

 

 

 

 

5,173

 

 

 

 

22,928

 

 

 

 

21,188

 

Gross revenue

 

$

140,788

 

 

$

92,288

 

 

$

110,869

 

 

$

86,439

 

 

$

538,459

 

 

$

354,200

 

 

$

437,742

 

 

$

337,824

 

 

TRADEWEB MARKETS INC.
AVERAGE VARIABLE FEES PER MILLION DOLLARS OF VOLUME (UNAUDITED)

 

 

 

Quarter Ended December 31,

 

YoY

 

 

2020

 

2019

 

% Change

Rates

 

$

2.05

 

 

$

2.03

 

 

1.4

%

Cash Rates

 

$

1.82

 

 

$

2.02

 

 

(10.2)

%

Rates Derivatives

 

$

2.42

 

 

$

2.03

 

 

19.1

%

Swaps / Swaptions Tenor (greater than 1 year)

 

$

3.47

 

 

$

2.63

 

 

32.3

%

Other Rates Derivatives(1)

 

$

0.17

 

 

$

0.18

 

 

(6.7)

%

 

 

 

 

 

 

 

Credit

 

$

47.52

 

 

$

46.17

 

 

2.9

%

Cash Credit(2)

 

$

129.27

 

 

$

133.93

 

 

(3.5)

%

Credit Derivatives and U.S. Cash 'EP'

 

$

7.55

 

 

$

7.32

 

 

3.2

%

 

 

 

 

 

 

 

Equities

 

$

15.38

 

 

$

16.12

 

 

(4.6)

%

Cash Equities

 

$

22.39

 

 

$

24.80

 

 

(9.7)

%

Equity Derivatives

 

$

6.79

 

 

$

7.23

 

 

(6.0)

%

 

 

 

 

 

 

 

Money Markets (Cash)

 

$

0.31

 

 

$

0.47

 

 

(34.7)

%

 

 

 

 

 

 

 

Total Fees per Million

 

$

2.51

 

 

$

2.59

 

 

(3.2)

%

Total Fees per Million excluding Other Rates Derivatives(3)

 

$

2.70

 

 

$

2.76

 

 

(2.2)

%

(1)

Includes Swaps/Swaptions of tenor less than 1 year and Rates Futures.

(2)

The "cash credit" category represents the "credit" asset class excluding (1) credit derivatives and (2) U.S. High Grade and High Yield electronically processed ("EP") activity.

(3)

Included to contextualize the impact of short-tenored Swaps/Swaptions and Rates Futures on blended fees per million across all periods presented.

TRADEWEB MARKETS INC.
AVERAGE DAILY VOLUME (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

2020 Q4

 

2019 Q4

 

YoY

Asset Class

Product

 

ADV (USD mm)

Volume (USD mm)

 

ADV (USD mm)

Volume (USD mm)

 

ADV

Rates

Cash

 

327,865

 

20,382,030

 

 

267,714

 

16,639,296

 

 

22.47

%

 

U.S. Government Bonds

 

91,733

 

5,687,470

 

 

77,007

 

4,774,459

 

 

19.12

%

 

European Government Bonds

 

24,942

 

1,596,300

 

 

19,644

 

1,257,195

 

 

26.97

%

 

Mortgages

 

207,291

 

12,852,011

 

 

167,950

 

10,412,907

 

 

23.42

%

 

Other Government Bonds

 

3,899

 

246,248

 

 

3,113

 

194,735

 

 

25.26

%

 

Derivatives

 

209,442

 

13,220,482

 

 

183,550

 

11,551,936

 

 

14.11

%

 

Swaps/Swaptions 1Y

 

142,921

 

9,001,633

 

 

138,746

 

8,739,588

 

 

3.01

%

 

Swaps/Swaptions < 1Y

 

65,988

 

4,185,769

 

 

44,165

 

2,772,698

 

 

49.41

%

 

Futures

 

534

 

33,080

 

 

639

 

39,650

 

 

(16.55)

%

 

Total

 

537,308

 

33,602,512

 

 

451,264

 

28,191,232

 

 

19.07

%

Credit

Cash

 

8,328

 

516,514

 

 

6,015

 

373,866

 

 

38.46

%

 

U.S. High Grade

 

4,393

 

272,335

 

 

3,223

 

199,833

 

 

36.28

%

 

U.S. High Yield

 

604

 

37,455

 

 

357

 

22,152

 

 

69.08

%

 

European Credit

 

1,541

 

98,623

 

 

1,299

 

83,106

 

 

18.67

%

 

Municipal Bonds

 

199

 

12,350

 

 

217

 

13,426

 

 

(8.02)

%

 

Chinese Bonds

 

1,501

 

90,057

 

 

864

 

51,812

 

 

73.81

%

 

Other Credit Bonds

 

91

 

5,695

 

 

56

 

3,537

 

 

61.94

%

 

Derivatives

 

9,587

 

603,015

 

 

7,218

 

454,130

 

 

32.82

%

 

Swaps

 

9,587

 

603,015

 

 

7,218

 

454,130

 

 

32.82

%

 

Total

 

17,915

 

1,119,529

 

 

13,233

 

827,996

 

 

35.38

%

Money Markets

Cash

 

330,296

 

20,615,266

 

 

212,333

 

13,211,137

 

 

55.56

%

 

Repurchase Agreements (Repo)

 

319,216

 

19,927,191

 

 

194,193

 

12,084,004

 

 

64.38

%

 

Other Money Markets

 

11,080

 

688,075

 

 

18,140

 

1,127,132

 

 

(38.92)

%

 

Total

 

330,296

 

20,615,266

 

 

212,333

 

13,211,137

 

 

55.56

%

Equities

Cash

 

6,826

 

436,848

 

 

4,547

 

291,036

 

 

50.10

%

 

U.S. ETFs

 

4,656

 

297,966

 

 

2,974

 

190,351

 

 

56.53

%

 

Europe ETFs

 

2,170

 

138,882

 

 

1,573

 

100,685

 

 

37.94

%

 

Derivatives

 

5,568

 

356,342

 

 

4,440

 

284,188

 

 

25.39

%

 

Options/Convertibles/Swaps

 

2,639

 

168,879

 

 

2,628

 

168,192

 

 

0.41

%

 

Futures

 

2,929

 

187,463

 

 

1,812

 

115,995

 

 

61.61

%

 

Total

 

12,394

 

793,190

 

 

8,988

 

575,224

 

 

37.89

%

 

 

 

 

 

 

 

 

 

 

 

 

 

ADV (USD mm)

Volume (USD mm)

 

ADV (USD mm)

Volume (USD mm)

 

YoY

 

Total

 

897,913

 

56,130,497

 

 

685,818

 

42,805,589

 

 

30.93

%

To access historical traded volumes, go to https://www.tradeweb.com/newsroom/monthly-activity-reports/.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the federal securities laws. Statements related to, among other things, our guidance, including full-year 2021 guidance, and future performance, the industry and markets in which we operate, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions and future events are forward-looking statements. In addition, statements herein relating to the COVID-19 pandemic, the potential impacts of which remain inherently uncertain, are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the heading “Risk Factors” in documents of Tradeweb Markets Inc. on file with or furnished to the SEC, may cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this release are not guarantees of future performance and our actual results of operations, financial condition or liquidity, and the development of the industry and markets in which we operate, may differ materially from the forward-looking statements contained in this release. In addition, even if our results of operations, financial condition, or liquidity, and events in the industry and markets in which we operate, are consistent with the forward-looking statements contained in this release, they may not be predictive of results or developments in future periods. Any forward-looking statement that we make in this release speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this release.

PRESENTATION

The historical financial information and other disclosures contained in this press release relate to periods that ended both prior to and after the completion of the Reorganization Transactions and the IPO of Tradeweb Markets Inc. (unless the context otherwise requires, together with its subsidiaries, referred to as “we,” “our,” “Tradeweb,” “Tradeweb Markets” or the “Company”). The IPO closed on April 8, 2019. As a result of certain reorganization transactions (the “Reorganization Transactions”) completed in connection with the IPO, on April 4, 2019, Tradeweb Markets Inc. became a holding company whose only material assets consist of its equity interest in Tradeweb Markets LLC (“TWM LLC”) and related deferred tax assets. As the sole manager of TWM LLC, Tradeweb Markets Inc. operates and controls all of the business and affairs of TWM LLC and, through TWM LLC and its subsidiaries, conducts its business. As a result of this control, and because Tradeweb Markets Inc. has a substantial financial interest in TWM LLC, Tradeweb Markets Inc. consolidates the financial results of TWM LLC and its subsidiaries. The historical financial information contained in this press release relating to periods prior to and including March 31, 2019, which we refer to as the “pre-IPO period,” pertain to TWM LLC, the predecessor of Tradeweb Markets Inc. for financial reporting purposes. The historical financial information contained in this press release relating to periods beginning on April 1, 2019, and through and including December 31, 2020, which we refer to as the “post-IPO period,” pertain to Tradeweb Markets Inc. The pre-IPO period excludes, and the post-IPO period includes, our financial results from April 1, 2019 through April 3, 2019, which are not material.

TRADEWEB SOCIAL MEDIA

Investors and others should note that Tradeweb Markets announces material financial and operational information using its investor relations website, press releases, SEC filings and public conference calls and webcasts. Information about Tradeweb Markets, its business and its results of operations may also be announced by posts on the Company’s accounts on the following social media channels: Instagram, LinkedIn and Twitter. The information that we post through these social media channels may be deemed material. As a result, we encourage investors, the media, and others interested in Tradeweb Markets to monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. These social media channels may be updated from time to time on our investor relations website.

NON-GAAP FINANCIAL MEASURES

This release contains “non-GAAP financial measures,” including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS, Adjusted Expenses and Free Cash Flow, which are supplemental financial measures that are not calculated or presented in accordance with GAAP. We make use of non-GAAP financial measures in evaluating our past results and future prospects. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

Management and our board of directors use Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin to assess our financial performance and believe they are helpful in highlighting trends in our core operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Further, our executive incentive compensation is based in part on components of Adjusted EBITDA.

We use Adjusted Net Income and Adjusted Diluted EPS as supplemental metrics to evaluate our business performance in a way that also considers our ability to generate profit without the impact of certain items. Each of the normal recurring adjustments and other adjustments included in Adjusted Net Income and Adjusted Diluted EPS help to provide management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.

We use Adjusted Expenses as a supplemental metric to evaluate our underlying operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.

We use Free Cash Flow to assess our liquidity in a way that considers the amount of cash generated from our core operations after expenditures for capitalized software development costs and furniture, equipment and leasehold improvements.

See the attached schedules for reconciliations of the non-GAAP financial measures contained in this release to their most comparable GAAP financial measure. Non-GAAP financial measures have limitations as analytical tools, and you should not consider these non-GAAP financial measures in isolation or as alternatives to net income attributable to Tradeweb Markets Inc., net income, earnings per share, operating income, operating expenses or cash flow from operating activities or any other financial measure derived in accordance with GAAP. You are encouraged to evaluate each adjustment included in the reconciliations. In addition, in evaluating Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS, Adjusted Expenses and Free Cash Flow, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of these non-GAAP financial measures. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, the non-GAAP financial measures contained in this release may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

We present certain growth information on a “constant currency” basis. Since our consolidated financial statements are presented in U.S. dollars, we must translate non-U.S. dollar revenues and expenses into U.S. dollars. Constant currency growth, which is a non-GAAP financial measure, is defined as growth excluding the effects of foreign currency fluctuations. Constant currency information is calculated by translating the current period and prior period’s results using the average exchange rates for the prior period. We use constant currency growth as a supplemental metric to evaluate our underlying performance between periods by removing the impact of foreign currency fluctuations. We present certain constant currency growth information because we believe it provides investors and analysts a useful comparison of our results and trends between periods. This information should be considered in addition to, not as a substitute for, results reported in accordance with GAAP, and may not be comparable to similarly titled measures used by other companies.