UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol |
| Name of each exchange on which registered: |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated Filer | ◻ | Non-accelerated Filer | ◻ | |
Smaller Reporting Company | Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
Class |
| April 23, 2021 |
TABLE OF CONTENTS
2
CERTAIN DEFINED TERMS
Throughout this document, unless otherwise specified or the context so requires:
● | “Cboe,” “we,” “us,” “our” or “the Company” refers to Cboe Global Markets, Inc. and its subsidiaries. |
● | “ADV” means average daily volume. |
● | “ADNV” means average daily notional value. |
● | “AFM” refers to the Netherlands Authority for the Financial Markets. |
● | “ATS” refers to an alternative trading system. |
● | “Bats Global Markets” and “Bats” refer to our wholly-owned subsidiary Bats Global Markets, Inc., now known as Cboe Bats, LLC, and its subsidiaries. |
● | “BIDS Trading” refers to BIDS Trading, L.P., a wholly-owned subsidiary of Cboe Global Markets, Inc. The ATS operated by BIDS Trading is not a registered national securities exchange or a facility thereof. |
● | “BYX” refers to Cboe BYX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “BZX” refers to Cboe BZX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “C2” refers to Cboe C2 Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Chi-X Europe” refers to Cboe Chi-X Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Europe Equities” refers to the combined businesses of Cboe Europe and Cboe NL. |
● | “Cboe Europe” refers to Cboe Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc., the UK operator of our Multilateral Trading Facility (“MTF”), our Regulated Market (“RM”), and our Approved Publication Arrangement (“APA”) under its Recognized Investment Exchange (“RIE”) status. |
● | “Cboe FX” refers to Cboe FX Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe NL” refers to Cboe Europe BV, a wholly-owned subsidiary of Cboe Global Markets, Inc., the Netherlands operator of our MTF, RM, and APA. |
● | “Cboe Options” refers to Cboe Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe SEF” refers to Cboe SEF, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Trading” refers to Cboe Trading, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc., operated in the United States. |
● | “CFE” refers to Cboe Futures Exchange, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “CFTC” refers to the U.S. Commodity Futures Trading Commission. |
● | “EDGA” refers to Cboe EDGA Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “EDGX” refers to Cboe EDGX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “ESMA” refers to the European securities and Markets Authority. |
● | “EuroCCP” refers to European Central Counterparty N.V., a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Exchanges” refers to Cboe Options, C2, BZX, BYX, EDGX, and EDGA. |
● | “FASB” refers to the Financial Accounting Standards Board. |
● | “FCA” refers to the UK Financial Conduct Authority. |
● | “FINRA” refers to the Financial Industry Regulatory Authority. |
● | “GAAP” refers to Generally Accepted Accounting Principles in the United States. |
● | “IIROC” refers to the Investment Industry Regulatory Organization of Canada. |
● | “MATCHNow” refers to TriAct Canada Marketplace LP, a wholly-owned subsidiary of Cboe Global Markets, Inc., the operator of our Canadian ATS called MATCHNow. |
● | “Merger” refers to our acquisition of Bats Global Markets, completed on February 28, 2017. |
● | “OCC” refers to The Options Clearing Corporation. |
● | “OPRA” refers to Options Price Reporting Authority, LLC. |
● | “SEC” refers to the U.S. Securities and Exchange Commission. |
● | “SPX” refers to our S&P 500 Index exchange-traded options products. |
● | “TPH” refers to either a Trading Permit Holder or a Trading Privilege Holder. |
● | “VIX” refers to our Cboe Volatility Index exchange traded options and futures products. |
3
TRADEMARK AND OTHER INFORMATION
Cboe®, Cboe Global Markets®, Bats®, BIDS Trading®, BYX®, BZX®, Cboe Options Institute®, Cboe Vest®, Cboe Volatility Index®, CFE®, EDGA®, EDGX®, EuroCCP®, Hybrid®, LiveVol®, MATCHNow®, Silexx® and VIX® are registered trademarks, and Cboe Futures ExchangeSM, C2SM, f(t)optionsSM, HanweckSM, and Trade AlertSM are service marks of Cboe Global Markets, Inc. and its subsidiaries. Standard & Poor's®, S&P®, S&P 100®, S&P 500® and SPX® are registered trademarks of Standard & Poor's Financial Services LLC and have been licensed for use by Cboe Exchange, Inc. Dow Jones®, Dow Jones Industrial Average®, DJIA® and Dow Jones Indices are registered trademarks or service marks of Dow Jones Trademark Holdings, LLC, used under license. Russell® and the Russell index names are registered trademarks of Frank Russell Company, used under license. FTSE® and the FTSE indices are trademarks and service marks of FTSE International Limited, used under license. All other trademarks and service marks are the property of their respective owners.
MSCI and the MSCI index names are service marks of MSCI Inc. (“MSCI”) or its affiliates and have been licensed for use by us. Any derivative indices and any financial products based on the derivative indices (“MCSI-Based Products”) are not sponsored, guaranteed or endorsed by MSCI, its affiliates or any other party involved in, or related to, making or compiling such MSCI index. Neither MSCI, its affiliates nor any other party involved in, or related to, making or compiling any MSCI index makes any representations regarding the advisability of investing in such MSCI-Based Products; makes any warranty, express or implied; or bears any liability as to the results to be obtained by any person or any entity from the use of any such MSCI index or any data included therein. No purchaser, seller or holder of any MSCI-Based Product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote any security without first contacting MSCI to determine whether MSCI’s permission is required.
This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the SEC.
4
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements, including statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Report. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the SEC.
While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Some factors that could cause actual results to differ include:
● | the impact of the novel coronavirus (“COVID-19”) pandemic, including changes to trading behavior broadly in the market; |
● | the loss of our right to exclusively list and trade certain index options and futures products; |
● | economic, political and market conditions; |
● | compliance with legal and regulatory obligations; |
● | price competition and consolidation in our industry; |
● | decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; |
● | legislative or regulatory changes; |
● | our ability to protect our systems and communication networks from security risks, cybersecurity risks, insider threats and unauthorized disclosure of confidential information; |
● | increasing competition by foreign and domestic entities; |
● | our dependence on and exposure to risk from third parties; |
● | fluctuations to currency exchange rates; |
● | our index providers' ability to maintain the quality and integrity of their indices and to perform under our agreements; |
● | our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; |
● | our ability to attract and retain skilled management and other personnel; |
● | our ability to minimize the risks, including our credit and default risks, associated with operating a European clearinghouse; |
● | our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; |
● | misconduct by those who use our markets or our products or for whom we clear transactions; |
● | challenges to our use of open source software code; |
● | our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status; |
● | our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; |
● | damage to our reputation; |
● | the ability of our compliance and risk management methods to effectively monitor and manage our risks; |
● | our ability to manage our growth and strategic acquisitions or alliances effectively; |
● | restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; |
● | our ability to maintain an investment grade credit rating; |
● | impairment of our goodwill, long-lived assets, investments or intangible assets; and |
● | the accuracy of our estimates and expectations. |
5
For a detailed discussion of these and other factors that might affect our performance, see Part II, Item 1A of this Report. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this filing.
6
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
(in millions, except par value data and share amounts)
| March 31, |
| December 31, |
| |||
2021 | 2020 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Financial investments | | | |||||
Accounts receivable, net of $ | | | |||||
Margin deposits and clearing funds | | | |||||
Income taxes receivable |
| — |
| | |||
Other current assets |
| |
| | |||
Total current assets |
| |
| | |||
Investments |
| |
| | |||
Property and equipment, net | | | |||||
Property held for sale | | | |||||
Operating lease right of use assets | | | |||||
Goodwill | | | |||||
Intangible assets, net | | | |||||
Other assets, net |
| |
| | |||
Total assets | $ | | $ | | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable and accrued liabilities | $ | | $ | | |||
Section 31 fees payable | | | |||||
Deferred revenue | | | |||||
Margin deposits and clearing funds | | | |||||
Income taxes payable | |
| | ||||
Current portion of long-term debt | | | |||||
Current portion of contingent consideration liabilities |
| |
| | |||
Total current liabilities |
| |
| | |||
Long-term debt |
| | | ||||
Unrecognized tax benefits |
| | | ||||
Deferred income taxes |
| | | ||||
Non-current operating lease liabilities | | | |||||
Contingent consideration liabilities | | | |||||
Other non-current liabilities | |
| | ||||
Total liabilities | | | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Preferred stock, $ | |||||||
Common stock, $ |
| |
| | |||
Common stock in treasury, at cost, |
| ( |
| ( | |||
Additional paid-in capital |
| |
| | |||
Retained earnings |
| |
| | |||
Accumulated other comprehensive income, net |
| |
| | |||
Total stockholders’ equity |
| |
| | |||
Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
7
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(unaudited)
(in millions, except per share data)
Three Months Ended March 31, | |||||||
| 2021 |
| 2020 | ||||
Revenues: | |||||||
Transaction and clearing fees | $ | | $ | | |||
Access and capacity fees | | | |||||
Market data fees |
| |
| | |||
Regulatory fees |
| |
| | |||
Other revenue |
| |
| | |||
Total revenues |
| |
| | |||
Cost of revenues: | |||||||
Liquidity payments |
| |
| | |||
Routing and clearing | | | |||||
Section 31 fees | | | |||||
Royalty fees |
| |
| | |||
Other |
| |
| — | |||
Total cost of revenues |
| |
| | |||
Revenues less cost of revenues |
| |
| | |||
Operating expenses: | |||||||
Compensation and benefits |
| |
| | |||
Depreciation and amortization |
| |
| | |||
Technology support services |
| |
| | |||
Professional fees and outside services |
| |
| | |||
Travel and promotional expenses |
| |
| | |||
Facilities costs |
| |
| | |||
Acquisition-related costs |
| |
| | |||
Other expenses | | | |||||
Total operating expenses |
| |
| | |||
Operating income |
| |
| | |||
Non-operating (expenses) income: | |||||||
Interest expense, net |
| ( |
| ( | |||
Other income (expense), net |
| |
| ( | |||
Income before income tax provision |
| |
| | |||
Income tax provision |
| |
| | |||
Net income | | | |||||
Net income allocated to participating securities | ( | ( | |||||
Net income allocated to common stockholders | $ | | $ | | |||
Basic earnings per share | $ | | $ | | |||
Diluted earnings per share | $ | | $ | | |||
Basic weighted average shares outstanding | | | |||||
Diluted weighted average shares outstanding | | |
See accompanying notes to condensed consolidated financial statements.
8
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in millions)
| Three Months Ended March 31, |
| |||||
| 2021 |
| 2020 |
| |||
Net income | $ | | $ | | |||
Other comprehensive income (loss), net of income tax: | |||||||
Foreign currency translation adjustments |
| | ( | ||||
Comprehensive income | | | |||||
Comprehensive income allocated to participating securities | ( | ( | |||||
Comprehensive income allocated to common stockholders, net of income tax | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
9
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Three months ended March 31, 2021 and March 31, 2020
(unaudited)
(in millions, except per share amounts)
Accumulated | ||||||||||||||||||||||
Additional | other | Total | ||||||||||||||||||||
Preferred | Common | Treasury | paid-in | Retained | comprehensive | stockholders’ | ||||||||||||||||
| Stock |
| Stock |
| Stock |
| capital |
| earnings |
| income, net |
| equity | |||||||||
Balance at December 31, 2020 | $ | — | $ | | $ | ( | $ | | $ | | $ | | $ | | ||||||||
Cash dividends on common stock of $ | — | — | — | — | ( | — | ( | |||||||||||||||
Stock-based compensation | — | | — | | — | — | | |||||||||||||||
Repurchases of common stock from employee stock plans | — | — | ( | — | — | — | ( | |||||||||||||||
Purchase of common stock | — | — | ( | — | — | — | ( | |||||||||||||||
Shares issued under employee stock purchase plan | — | — | — | | — | — | | |||||||||||||||
Net income | — | — | — | — | | — | | |||||||||||||||
Other comprehensive income | — | — | — | — | — | | | |||||||||||||||
Balance at March 31, 2021 | $ | — | $ | | $ | ( | $ | | $ | | $ | | $ | |
Accumulated | ||||||||||||||||||||||
Additional | other | Total | ||||||||||||||||||||
Preferred | Common | Treasury | paid-in | Retained | comprehensive | stockholders’ | ||||||||||||||||
| Stock |
| Stock |
| Stock |
| capital |
| earnings |
| income, net |
| equity |
| ||||||||
Balance at December 31, 2019 |
| $ | — | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Transition adjustment for adoption of Current Expected Credit Losses standard at January 1, 2020 | — | — | — | — | ( | — | ( | |||||||||||||||
Cash dividends on common stock of $ | — | — | — | — | ( | — | ( | |||||||||||||||
Stock-based compensation | — | — | — | | — | — | | |||||||||||||||
Repurchases of common stock from employee stock plans | — | — | ( | — | — | — | ( | |||||||||||||||
Purchase of common stock | — | — | ( | — | — | — | ( | |||||||||||||||
Shares issued under employee stock purchase plan | — | — | — | | — | — | | |||||||||||||||
Net income | — | — | — | — | | — | | |||||||||||||||
Other comprehensive loss | — | — | — | — | — | ( | ( | |||||||||||||||
Balance at March 31, 2020 | $ | — | $ | | $ | ( | $ | | $ | | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
10
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions)
| Three Months Ended March 31, | ||||||
2021 |
| 2020 |
| ||||
Cash flows from operating activities: | |||||||
Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization |
| |
| | |||
Amortization of debt issuance cost and debt discount | | | |||||
Realized gain on available-for-sale financial investments | — | ( | |||||
Provision for accounts receivable credit losses | | | |||||
Provision for deferred income taxes | ( | ( | |||||
Stock-based compensation expense | | | |||||
Impairment charge of investment | | — | |||||
Equity in investments | | ( | |||||
Changes in assets and liabilities: | |||||||
Accounts receivable | ( | ( | |||||
Restricted cash and cash equivalents (margin deposits and clearing funds) | | — | |||||
Income taxes receivable | | | |||||
Other current assets | ( | | |||||
Other assets | ( | ( | |||||
Accounts payable and accrued liabilities | ( | | |||||
Section 31 fees payable | ( | | |||||
Deferred revenue | | | |||||
Income taxes payable | | ( | |||||
Unrecognized tax benefits | | | |||||
Other liabilities | | | |||||
Net cash provided by operating activities |
| | | ||||
Cash flows from investing activities: |
| ||||||
Acquisitions, net of cash acquired |
| — | ( | ||||
Purchases of available-for-sale financial investments |
| ( | ( | ||||
Proceeds from maturities of available-for-sale financial investments | | | |||||
Contributions to investments | — | ( | |||||
Purchases of property and equipment |
| ( | ( | ||||
Net cash used in investing activities |
| ( | ( | ||||
Cash flows from financing activities: |
| ||||||
Principal payments of current portion of long-term debt |
| ( | — | ||||
Cash dividends on common stock |
| ( | ( | ||||
Repurchases of common stock from employee stock plans |
| ( | ( | ||||
Payment of contingent consideration from acquisition | ( | ( | |||||
Shares issued under employee stock purchase plan | ( | — | |||||
Purchase of common stock |
| ( | ( | ||||
Net cash used in financing activities | ( | ( | |||||
Effect of foreign currency exchange rates on cash, cash equivalents, and restricted cash and cash equivalents | ( | ( | |||||
Increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents | | ( | |||||
Cash, cash equivalents, and restricted cash and cash equivalents: | |||||||
Beginning of period | | | |||||
End of period | $ | | $ | | |||
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: | |||||||
Cash and cash equivalents | | | |||||
Restricted cash and cash equivalents (margin deposits and clearing funds) | |