Nasdaq Reports Third Quarter 2019 Results; Delivers Broad-Based Revenue Growth and Strong Capital Returns
- Third quarter 2019 net revenues1 were
$632 million . Revenues in the non-trading segments2 increased 10% versus the prior year period, primarily driven by organic growth, while Market Services revenues increased 2%. - The GAAP operating margin was 36% in the third quarter of 2019, compared to 41% in the prior year period, while the non-GAAP operating margin3 of 50% increased from 48% in the prior year period.
- Third quarter 2019 GAAP diluted earnings per share was
$0.90 compared to$0.97 in the third quarter of 2018. Third quarter non-GAAP diluted earnings per share of$1.27 rose 12% from$1.13 in the third quarter of 2018. - During the third quarter of 2019, the company returned
$150 million to its shareholders through its share repurchase program, and paid a dividend on its common stock in the aggregate of$78 million . In the first nine months of 2019, the company returned$428 million to shareholders through share repurchases and dividends. - The company is reducing its 2019 non-GAAP operating expense guidance to
$1,285-$1,295 million versus the prior guidance of$1,295 to $1,320 million .
Third quarter 2019 net revenues were
“Our strong third quarter 2019 results reflect significant contributions from across our franchise," said
GAAP operating expenses were
Non-GAAP operating expenses were
"We continue to execute on our clear capital priorities, investing in the businesses central to our strategy, while continuing our track record of returning significant capital to shareholders, including
On a GAAP basis, net income in the third quarter of 2019 was
On a non-GAAP basis, net income in the third quarter of 2019 was
At September 30, 2019, the company had cash and cash equivalents of
In
UPDATING 2019 NON-GAAP EXPENSE AND TAX GUIDANCE4
The company is updating its 2019 non-GAAP operating expense guidance to a range of
BUSINESS HIGHLIGHTS
Market Services (36% of total net revenues) - Net revenues were
Equity Derivative Trading and Clearing (12% of total net revenues) - Net equity derivative trading and clearing revenues were
Cash Equity Trading (10% of total net revenues) - Net cash equity trading revenues were
Fixed Income and Commodities Trading and Clearing (3% of total net revenues) - Net fixed income and commodities trading and clearing revenues were
Trade Management Services (11% of total net revenues) - Trade management services revenues were $72 million in the third quarter of 2019, unchanged compared to the third quarter of 2018.
Corporate Services (20% of total net revenues) - Revenues were
Listing Services (12% of total net revenues) - Listing services revenues were
Corporate Solutions (8% of total net revenues) - Corporate solutions revenues were
Information Services (31% of total net revenues) - Revenues were
Market Data (16% of total net revenues) - Market data revenues were
Index (9% of total net revenues) - Index revenues were
Investment Data & Analytics (6% of total net revenues) - Investment data & analytics revenues were
Market Technology (13% of total net revenues) - Revenues were
CORPORATE HIGHLIGHTS
- Nasdaq continues to see strong client traction in its Market Technology segment. Annualized recurring revenue1, or ARR, totaled
$255 million in the third quarter of 2019, an increase of 17% year over year. New order intake totaled$62 million during the third quarter of 2019, and included a new exchange and surveillance customer inSouth East Asia , contract extensions with Bolsa Mexicana de Valores and a European exchange for market surveillance and a contract extension for trading and surveillance solutions with the New Zealand Exchange. Nasdaq also continued to realize strong growth in Nasdaq Surveillance Services.
- Index revenues and ETP assets under management tracking Nasdaq indexes each set a new quarterly record. Overall AUM in ETPs benchmarked to Nasdaq's proprietary index products totaled
$207 billion as of September 30, 2019, an increase of$1 billion compared to September 30, 2018. The September 30, 2019 total AUM included$92 billion , or 44%, tracking smart beta indexes. Additionally, the Nasdaq-100 futures complex licensed to CME continues to see improved market volumes with 32 million contracts traded in the third quarter of 2019 compared to 25 million in the prior year period.
The Nasdaq Stock Market led U.S. exchanges for IPOs during the first nine months of 2019 with a 76% win rate. In the U.S. market,The Nasdaq Stock Market welcomed 66 new listings in the third quarter of 2019, including 41 IPOs. The U.S. IPO win rate totaled 69% during the third quarter of 2019 and 76% during the first nine months of 2019. Highlights from the third quarter included IPOs from10x Genomics Inc. ,Peloton Interactive ,Afya Limited andDatadog , as well as the exchange listing transfers ofInteractive Brokers Group andExelon Corporation toThe Nasdaq Stock Market . Nasdaq's European exchanges added 8 new listings, including 4 IPOs, bringing total Nordic and Baltic listed companies at September 30, 2019 to 1,028, an increase of 2% from September 30, 2018.
- Nasdaq acquired the
Center for Board Excellence . Nasdaq acquired theCenter for Board Excellence (CBE), a privately-held provider of corporate governance and compliance solutions for boards of directors, CEOs, corporate secretaries and general counsels. Nasdaq plans to combine CBE with its Nasdaq Governance Solutions business, which includes board portal and collaboration technology solutions. The combination establishes a leading provider of technology, research, insights and consultative services designed to advance governance excellence and collaboration at organizations worldwide.
Nasdaq Private Market andPJT Partners to deliver enhanced execution for general partner (GP) sponsored secondary transactions. Nasdaq Private Market announced an agreement withPJT Partners to provide enhanced execution capabilities for GP-sponsored secondary transactions using the Nasdaq Private Market technology platform. The market for GP-sponsored secondary transactions has seen significant transaction volume growth over the last six years, and Nasdaq believes that the combined offering can bring greater standardization and efficiency to this market while appealing to an even broader universe of general partners, limited partners and secondary investors.
ABOUT NASDAQ
NON-GAAP INFORMATION
In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, net income attributable to Nasdaq, diluted earnings per share, operating income, and operating expenses, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation table of U.S. GAAP to non-GAAP information provided at the end of this release. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance.
These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this earnings release. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.
We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq, non-GAAP diluted earnings per share, non-GAAP operating income and non-GAAP operating expenses to assess operating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.
Restructuring charges: In
Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Certain discussions in this release isolate the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current period’s results by the prior period’s exchange rates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, trading volumes, products and services, order backlog, taxes and achievement of synergy targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the
WEBSITE DISCLOSURE
Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.
NDAQF
MEDIA RELATIONS CONTACT: Allan Schoenberg +1.212.231.5534 allan.schoenberg@nasdaq.com |
INVESTOR RELATIONS CONTACT: Ed Ditmire, CFA +1.212.401.8737 ed.ditmire@nasdaq.com |
____________
1 Represents revenues less transaction-based expenses.
2 Constitutes revenues from Market Technology, Information Services and Corporate Services segments.
3 Refer to our reconciliations of U.S. GAAP to non-GAAP net income, diluted earnings per share, operating income and operating expenses, included in the attached schedules.
4 U.S. GAAP operating expense is not provided due to the inherent difficulty in quantifying certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as well as future charges or reversals outside of the normal course of business.
Nasdaq, Inc. | ||||||||||||
Condensed Consolidated Statements of Income | ||||||||||||
(in millions, except per share amounts) | ||||||||||||
(unaudited) | ||||||||||||
Three Months Ended | ||||||||||||
September 30, | June 30, | September 30, | ||||||||||
2019 | 2019 | 2018 | ||||||||||
Revenues: | ||||||||||||
Market Services | $ | 690 | $ | 665 | $ | 586 | ||||||
Transaction-based expenses: | ||||||||||||
Transaction rebates | (349 | ) | (331 | ) | (293 | ) | ||||||
Brokerage, clearance and exchange fees | (115 | ) | (107 | ) | (71 | ) | ||||||
Total Market Services revenues less transaction-based expenses | 226 | 227 | 222 | |||||||||
Corporate Services | 124 | 123 | 121 | |||||||||
Information Services | 198 | 194 | 179 | |||||||||
Market Technology | 84 | 79 | 68 | |||||||||
Other Revenues | - | - | 10 | |||||||||
Revenues less transaction-based expenses | 632 | 623 | 600 | |||||||||
Operating Expenses: | ||||||||||||
Compensation and benefits | 175 | 169 | 164 | |||||||||
Professional and contract services | 31 | 30 | 33 | |||||||||
Computer operations and data communications | 33 | 33 | 32 | |||||||||
Occupancy | 24 | 24 | 23 | |||||||||
General, administrative and other | 40 | 40 | 28 | |||||||||
Marketing and advertising | 8 | 10 | 7 | |||||||||
Depreciation and amortization | 47 | 48 | 53 | |||||||||
Regulatory | 8 | 8 | 8 | |||||||||
Merger and strategic initiatives | 10 | 5 | 6 | |||||||||
Restructuring charges | 30 | - | - | |||||||||
Total operating expenses | 406 | 367 | 354 | |||||||||
Operating income | 226 | 256 | 246 | |||||||||
Interest income | 3 | 3 | 3 | |||||||||
Interest expense | (29 | ) | (31 | ) | (38 | ) | ||||||
Net loss on divestiture of business | - | - | (8 | ) | ||||||||
Other investment income | - | 1 | - | |||||||||
Net income from unconsolidated investees | 15 | 10 | 6 | |||||||||
Income before income taxes | 215 | 239 | 209 | |||||||||
Income tax provision | 65 | 65 | 46 | |||||||||
Net income attributable to Nasdaq | $ | 150 | $ | 174 | $ | 163 | ||||||
Per share information: | ||||||||||||
Basic earnings per share | $ | 0.91 | $ | 1.05 | $ | 0.99 | ||||||
Diluted earnings per share | $ | 0.90 | $ | 1.04 | $ | 0.97 | ||||||
Cash dividends declared per common share | $ | 0.47 | $ | 0.47 | $ | 0.44 | ||||||
Weighted-average common shares outstanding | ||||||||||||
for earnings per share: | ||||||||||||
Basic | 164.3 | 165.6 | 164.2 | |||||||||
Diluted | 167.0 | 167.0 | 167.3 | |||||||||
Nasdaq, Inc. | ||||||||||||||
Revenue Detail | ||||||||||||||
(in millions) | ||||||||||||||
(unaudited) | ||||||||||||||
Three Months Ended | ||||||||||||||
September 30, | June 30, | September 30, | ||||||||||||
2019 | 2019 | 2018 | ||||||||||||
MARKET SERVICES REVENUES | ||||||||||||||
Equity Derivative Trading and Clearing Revenues | $ | 209 | $ | 203 | $ | 190 | ||||||||
Transaction-based expenses: | ||||||||||||||
Transaction rebates | (121 | ) | (119 | ) | (115 | ) | ||||||||
Brokerage, clearance and exchange fees | (13 | ) | (12 | ) | (7 | ) | ||||||||
Total net equity derivative trading and clearing revenues | 75 | 72 | 68 | |||||||||||
Cash Equity Trading Revenues | 392 | 372 | 303 | |||||||||||
Transaction-based expenses: | ||||||||||||||
Transaction rebates | (227 | ) | (211 | ) | (176 | ) | ||||||||
Brokerage, clearance and exchange fees | (102 | ) | (95 | ) | (64 | ) | ||||||||
Total net cash equity trading revenues | 63 | 66 | 63 | |||||||||||
Fixed Income and Commodities Trading and Clearing Revenues | 17 | 17 | 21 | |||||||||||
Transaction-based expenses: | ||||||||||||||
Transaction rebates | (1 | ) | (1 | ) | (2 | ) | ||||||||
Brokerage, clearance and exchange fees | - | - | - | |||||||||||
Total net fixed income and commodities trading and clearing revenues | 16 | 16 | 19 | |||||||||||
Trade Management Services Revenues | 72 | 73 | 72 | |||||||||||
Total net Market Services revenues | 226 | 227 | 222 | |||||||||||
CORPORATE SERVICES REVENUES | ||||||||||||||
Corporate Solutions revenues | 50 | 49 | 49 | |||||||||||
Listings Services revenues | 74 | 74 | 72 | |||||||||||
Total Corporate Services revenues | 124 | 123 | 121 | |||||||||||
INFORMATION SERVICES REVENUES | ||||||||||||||
Market Data revenues | 102 | 100 | 95 | |||||||||||
Index revenues | 56 | 55 | 52 | |||||||||||
Investment Data & Analytics revenues | 40 | 39 | 32 | |||||||||||
Total Information Services revenues | 198 | 194 | 179 | |||||||||||
MARKET TECHNOLOGY REVENUES | 84 | 79 | 68 | |||||||||||
OTHER REVENUES | - | - | 10 | |||||||||||
REVENUES LESS TRANSATION-BASED EXPENSES | $ | 632 | $ | 623 | $ | 600 | ||||||||
Nasdaq, Inc. | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(in millions) | ||||||||
September 30, | December 31, | |||||||
2019 | 2018 | |||||||
Assets | (unaudited) | |||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 304 | $ | 545 | ||||
Restricted cash | 29 | 41 | ||||||
Financial investments, at fair value | 201 | 268 | ||||||
Receivables, net | 399 | 384 | ||||||
Default funds and margin deposits | 2,422 | 4,742 | ||||||
Other current assets | 144 | 390 | ||||||
Total current assets | 3,499 | 6,370 | ||||||
Property and equipment, net | 361 | 376 | ||||||
Goodwill | 6,232 | 6,363 | ||||||
Intangible assets, net | 2,239 | 2,300 | ||||||
Operating lease assets | 346 | - | ||||||
Other non-current assets | 303 | 291 | ||||||
Total assets | $ | 12,980 | $ | 15,700 | ||||
Liabilities | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 146 | $ | 198 | ||||
Section 31 fees payable to SEC | 34 | 109 | ||||||
Accrued personnel costs | 137 | 199 | ||||||
Deferred revenue | 267 | 194 | ||||||
Other current liabilities | 147 | 253 | ||||||
Default funds and margin deposits | 2,422 | 4,742 | ||||||
Short-term debt | 539 | 875 | ||||||
Total current liabilities | 3,692 | 6,570 | ||||||
Long-term debt | 2,939 | 2,956 | ||||||
Deferred tax liabilities, net | 525 | 501 | ||||||
Operating lease liabilities | 327 | - | ||||||
Other non-current liabilities | 170 | 224 | ||||||
Total liabilities | 7,653 | 10,251 | ||||||
Commitments and contingencies | ||||||||
Equity | ||||||||
Nasdaq stockholders' equity: | ||||||||
Common stock | 2 | 2 | ||||||
Additional paid-in capital | 2,585 | 2,716 | ||||||
Common stock in treasury, at cost | (328 | ) | (297 | ) | ||||
Accumulated other comprehensive loss | (1,833 | ) | (1,530 | ) | ||||
Retained earnings | 4,901 | 4,558 | ||||||
Total Nasdaq stockholders' equity | 5,327 | 5,449 | ||||||
Total liabilities and equity | $ | 12,980 | $ | 15,700 | ||||
Nasdaq, Inc. | ||||||||||||
Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share, Operating Income and | ||||||||||||
Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, and Operating Expenses | ||||||||||||
(in millions, except per share amounts) | ||||||||||||
(unaudited) | ||||||||||||
Three Months Ended | ||||||||||||
September 30, | June 30, | September 30, | ||||||||||
2019 | 2019 | 2018 | ||||||||||
U.S. GAAP net income attributable to Nasdaq | $ | 150 | $ | 174 | $ | 163 | ||||||
Non-GAAP adjustments: | ||||||||||||
Amortization expense of acquired intangible assets (1) | 25 | 26 | 27 | |||||||||
Merger and strategic initiatives (2) | 10 | 5 | 6 | |||||||||
Restructuring charges (3) | 30 | - | - | |||||||||
Provision for notes receivable (4) | 20 | - | - | |||||||||
Net income from unconsolidated investee (5) | (15 | ) | (9 | ) | (5 | ) | ||||||
Net loss on divestiture of business (6) | - | - | 8 | |||||||||
Extinguishment of debt (7) | - | 11 | - | |||||||||
Clearing default (8) | - | - | 8 | |||||||||
Other | 4 | 3 | 2 | |||||||||
Total non-GAAP adjustments | 74 | 36 | 46 | |||||||||
Non-GAAP adjustment to the income tax provision (9) | (12 | ) | (7 | ) | (16 | ) | ||||||
Impact of newly enacted U.S. tax legislation (10) | - | - | (4 | ) | ||||||||
Total non-GAAP adjustments, net of tax | 62 | 29 | 26 | |||||||||
Non-GAAP net income attributable to Nasdaq | $ | 212 | $ | 203 | $ | 189 | ||||||
U.S. GAAP diluted earnings per share | $ | 0.90 | $ | 1.04 | $ | 0.97 | ||||||
Total adjustments from non-GAAP net income above | 0.37 | 0.18 | 0.16 | |||||||||
Non-GAAP diluted earnings per share | $ | 1.27 | $ | 1.22 | $ | 1.13 | ||||||
Weighted-average diluted common shares outstanding for earnings per share: | 167.0 | 167.0 | 167.3 | |||||||||
(1) We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. | ||||||||||||
(2) We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs and will vary based on the size and frequency of the activities described above. | ||||||||||||
(3) In September 2019, Nasdaq initiated the transition of certain technology platforms to advance the company's strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. In connection with these restructuring efforts, we are retiring certain elements of our marketplace infrastructure and technology product offerings as we implement the Nasdaq Financial Framework internally and externally. For the three months ended September 30, 2019, we recorded $30 million in charges primarily related to asset impairment charges mainly related to capitalized software. Refer to the non-GAAP information section of the earnings release for further discussion of why we consider restructuring charges to be a non-GAAP adjustment. | ||||||||||||
(4) For the three months ended September 30, 2019, we recorded a provision for notes receivable associated with the funding of technology development for the consolidated audit trail. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income. | ||||||||||||
(5) In February 2019, the SEC disapproved the OCC rule change that established OCC’s 2015 capital plan. Following the disapproval of the OCC capital plan, OCC suspended customer rebates and dividends to owners, including the unpaid dividend on 2018 results which Nasdaq expected to receive in March 2019. In the relevant periods, we recognized our share of OCC's net income, which was $15 million for the three months ended September 30, 2019, $9 million for the three months ended June 30, 2019 and $5 million for the three months ended September 30, 2018. We will continue to exclude net income related to our share of OCC’s earnings for purposes of calculating non-GAAP measures as our income on this investment will vary significantly compared to prior years. This will provide a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. | ||||||||||||
(6) In April 2018, we sold our Public Relations Solutions and Digital Media Services businesses and recognized a pre-tax gain on the sale of $33 million ($14 million after tax). This includes a post-closing working capital adjustment of $8 million ($5 million after tax) recorded during the three months ended September 30, 2018. | ||||||||||||
(7) For the three months ended June 30, 2019, in connection with the early extinguishment of our 5.55% senior unsecured notes, we recorded a charge of $11 million primarily related to a premium paid for early redemption. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income. | ||||||||||||
(8) For the three months ended September 30, 2018, we recorded an $8 million loss related to the default of a Nasdaq Clearing member. | ||||||||||||
(9) The non-GAAP adjustment to the income tax provision primarily includes the tax impact of each non-GAAP adjustment. | ||||||||||||
(10) For the three months ended September 30, 2018, we recorded a decrease to tax expense of $4 million, which reflects the remeasurement of certain deferred tax assets and liabilities associated with the impact of the Tax Cuts and Jobs Act. | ||||||||||||
Nasdaq, Inc. | ||||||||||||
Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share, Operating Income and | ||||||||||||
Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, and Operating Expenses | ||||||||||||
(in millions) | ||||||||||||
(unaudited) | ||||||||||||
Three Months Ended | ||||||||||||
September 30, | June 30, | September 30, | ||||||||||
2019 | 2019 | 2018 | ||||||||||
U.S. GAAP operating income | $ | 226 | $ | 256 | $ | 246 | ||||||
Non-GAAP adjustments: | ||||||||||||
Amortization expense of acquired intangible assets (1) | 25 | 26 | 27 | |||||||||
Merger and strategic initiatives (2) | 10 | 5 | 6 | |||||||||
Restructuring charges (3) | 30 | - | - | |||||||||
Provision for notes receivable (4) | 20 | - | - | |||||||||
Extinguishment of debt (5) | - | 11 | - | |||||||||
Clearing default (6) | - | - | 8 | |||||||||
Other | 4 | 3 | 2 | |||||||||
Total non-GAAP adjustments | 89 | 45 | 43 | |||||||||
Non-GAAP operating income | $ | 315 | $ | 301 | $ | 289 | ||||||
Revenues less transaction-based expenses | $ | 632 | $ | 623 | $ | 600 | ||||||
U.S. GAAP operating margin (7) | 36 | % | 41 | % | 41 | % | ||||||
Non-GAAP operating margin (8) | 50 | % | 48 | % | 48 | % | ||||||
(1) We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. | ||||||||||||
(2) We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs and will vary based on the size and frequency of the activities described above. | ||||||||||||
(3) In September 2019, Nasdaq initiated the transition of certain technology platforms to advance the company's strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. In connection with these restructuring efforts, we are retiring certain elements of our marketplace infrastructure and technology product offerings as we implement the Nasdaq Financial Framework internally and externally. For the three months ended September 30, 2019, we recorded $30 million in charges primarily related to asset impairment charges mainly related to capitalized software. Refer to the non-GAAP information section of the earnings release for further discussion of why we consider restructuring charges to be a non-GAAP adjustment. | ||||||||||||
(4) For the three months ended September 30, 2019, we recorded a provision for notes receivable associated with the funding of technology development for the consolidated audit trail. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income. | ||||||||||||
(5) For the three months ended June 30, 2019, in connection with the early extinguishment of our 5.55% senior unsecured notes, we recorded a charge of $11 million primarily related to a premium paid for early redemption. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income. | ||||||||||||
(6) For the three months ended September 30, 2018, we recorded an $8 million loss related to the default of a Nasdaq Clearing member. | ||||||||||||
(7) U.S. GAAP operating margin equals U.S. GAAP operating income divided by revenues less transaction-based expenses. | ||||||||||||
(8) Non-GAAP operating margin equals non-GAAP operating income divided by revenues less transaction-based expenses. | ||||||||||||
Nasdaq, Inc. | ||||||||||||
Reconciliation of U.S. GAAP Net Income, Diluted Earnings Per Share, Operating Income and | ||||||||||||
Operating Expenses to Non-GAAP Net Income, Diluted Earnings Per Share, Operating Income, and Operating Expenses | ||||||||||||
(in millions) | ||||||||||||
(unaudited) | ||||||||||||
Three Months Ended | ||||||||||||
September 30, | June 30, | September 30, | ||||||||||
2019 | 2019 | 2018 | ||||||||||
U.S. GAAP operating expenses | $ | 406 | $ | 367 | $ | 354 | ||||||
Non-GAAP adjustments: | ||||||||||||
Amortization expense of acquired intangible assets (1) | (25 | ) | (26 | ) | (27 | ) | ||||||
Merger and strategic initiatives (2) | (10 | ) | (5 | ) | (6 | ) | ||||||
Restructuring charges (3) | (30 | ) | - | - | ||||||||
Provision for notes receivable (4) | (20 | ) | - | - | ||||||||
Extinguishment of debt (5) | - | (11 | ) | - | ||||||||
Clearing default (6) | - | - | (8 | ) | ||||||||
Other | (4 | ) | (3 | ) | (2 | ) | ||||||
Total non-GAAP adjustments | (89 | ) | (45 | ) | (43 | ) | ||||||
Non-GAAP operating expenses | $ | 317 | $ | 322 | $ | 311 | ||||||
(1) We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. | ||||||||||||
(2) We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs and will vary based on the size and frequency of the activities described above. | ||||||||||||
(3) In September 2019, Nasdaq initiated the transition of certain technology platforms to advance the company's strategic opportunities as a technology and analytics provider and continue the realignment of certain business areas. In connection with these restructuring efforts, we are retiring certain elements of our marketplace infrastructure and technology product offerings as we implement the Nasdaq Financial Framework internally and externally. For the three months ended September 30, 2019, we recorded $30 million in charges primarily related to asset impairment charges mainly related to capitalized software. Refer to the non-GAAP information section of the earnings release for further discussion of why we consider restructuring charges to be a non-GAAP adjustment. | ||||||||||||
(4) For the three months ended September 30, 2019, we recorded a provision for notes receivable associated with the funding of technology development for the consolidated audit trail. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income. | ||||||||||||
(5) For the three months ended June 30, 2019, in connection with the early extinguishment of our 5.55% senior unsecured notes, we recorded a charge of $11 million primarily related to a premium paid for early redemption. This charge is included in general, administrative and other expense in our Condensed Consolidated Statements of Income. | ||||||||||||
(6) For the three months ended September 30, 2018, we recorded an $8 million loss related to the default of a Nasdaq Clearing member. | ||||||||||||
Nasdaq, Inc. | |||||||||
Quarterly Key Drivers Detail | |||||||||
(unaudited) | |||||||||
Three Months Ended | |||||||||
September 30, | June 30, | September 30, | |||||||
2019 | 2019 | 2018 | |||||||
Market Services | |||||||||
Equity Derivative Trading and Clearing | |||||||||
U.S. equity options | |||||||||
Total industry average daily volume (in millions) | 17.8 | 17.3 | 16.5 | ||||||
Nasdaq PHLX matched market share | 15.5 % | 16.0 % | 16.4 % | ||||||
The Nasdaq Options Market matched market share | 8.8 % | 8.9 % | 8.5 % | ||||||
Nasdaq BX Options matched market share | 0.2 % | 0.2 % | 0.3 % | ||||||
Nasdaq ISE Options matched market share | 9.0 % | 9.3 % | 9.0 % | ||||||
Nasdaq GEMX Options matched market share | 4.4 % | 3.9 % | 4.8 % | ||||||
Nasdaq MRX Options matched market share | 0.3 % | 0.2 % | 0.1 % | ||||||
Total matched market share executed on Nasdaq's exchanges | 38.2 % | 38.5 % | 39.1 % | ||||||
Nasdaq Nordic and Nasdaq Baltic options and futures | |||||||||
Total average daily volume options and futures contracts (1) | 329,409 | 384,692 | 279,329 | ||||||
Cash Equity Trading | |||||||||
Total U.S.-listed securities | |||||||||
Total industry average daily share volume (in billions) | 6.94 | 6.93 | 6.35 | ||||||
Matched share volume (in billions) | 90.3 | 87.7 | 77.8 | ||||||
The Nasdaq Stock Market matched market share | 18.0 % | 17.5 % | 15.9 % | ||||||
Nasdaq BX matched market share | 1.6 % | 1.8 % | 2.9 % | ||||||
Nasdaq PSX matched market share | 0.7 % | 0.8 % | 0.7 % | ||||||
Total matched market share executed on Nasdaq's exchanges | 20.3 % | 20.1 % | 19.5 % | ||||||
Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 29.1 % | 29.9 % | 30.4 % | ||||||
Total market share(2) | 49.4 % | 50.0 % | 49.9 % | ||||||
Nasdaq Nordic and Nasdaq Baltic securities | |||||||||
Average daily number of equity trades executed on Nasdaq's exchanges | 581,260 | 581,987 | 553,709 | ||||||
Total average daily value of shares traded (in billions) | $ | 4.1 | $ | 4.6 | $ | 4.8 | |||
Total market share executed on Nasdaq's exchanges | 72.7 % | 70.3 % | 65.7 % | ||||||
Fixed Income and Commodities Trading and Clearing | |||||||||
Fixed Income | |||||||||
U.S. fixed income volume ($ billions traded) | $ | 3,033 | $ | 2,921 | $ | 3,194 | |||
Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income contracts | 104,092 | 126,323 | 121,747 | ||||||
Commodities | |||||||||
Power contracts cleared (TWh) (3) | 194 | 170 | 276 | ||||||
Corporate Services | |||||||||
Initial public offerings | |||||||||
The Nasdaq Stock Market | 41 | 60 | 52 | ||||||
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 4 | 14 | 3 | ||||||
Total new listings | |||||||||
The Nasdaq Stock Market(4) | 66 | 81 | 85 | ||||||
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic(5) | 8 | 19 | 6 | ||||||
Number of listed companies | |||||||||
The Nasdaq Stock Market(6) | 3,091 | 3,080 | 3,049 | ||||||
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic(7) | 1,028 | 1,029 | 1,010 | ||||||
Information Services | |||||||||
Number of licensed exchange traded products (ETPs) | 325 | 341 | 358 | ||||||
ETP assets under management (AUM) tracking Nasdaq indexes (in billions) | $ | 207 | $ | 203 | $ | 206 | |||
Market Technology | |||||||||
Order intake (in millions)(8) | $ | 62 | $ | 46 | $ | 40 | |||
Annualized recurring revenues (in millions)(9) | $ | 255 | $ | 247 | $ | 218 | |||
(1) Includes Finnish option contracts traded on EUREX Group. | |||||||||
(2) Includes transactions executed on Nasdaq's, Nasdaq BX's and Nasdaq PSX's systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade Reporting Facility. | |||||||||
(3) Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by Terawatt hours (TWh). | |||||||||
(4) New listings include IPOs, including those completed on a best efforts basis, issuers that switched from other listing venues,closed-end funds and separately listed ETPs. | |||||||||
(5) New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North. | |||||||||
(6) Number of total listings on The Nasdaq Stock Market at period end, including 382 ETPs as of September 30,2019, 374 ETPs as of June 30, 2019, and 390 ETPs as of September 30, 2018. | |||||||||
(7) Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North at period end. | |||||||||
(8) Total contract value of orders signed during the period. | |||||||||
(9) Annualized Recurring Revenue, or ARR, for a given period is the annualized revenue of Market Technology support and SaaS subscription contracts. ARR is currently one of our key performance metrics to assess the health and trajectory of our business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts during the reporting period used in calculating ARR may or may not be extended or renewed by our customers. | |||||||||
Source: Nasdaq, Inc.