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 |
| July 26, 2024 |
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 Asia Pacific” refers to Cboe Asia Pacific Holdings Limited (formerly known as Chi-X Asia Pacific Holdings Limited), a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Australia” refers to Cboe Australia Pty Ltd. (formerly known as Chi-X Australia Pty. Ltd.), a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Canada” refers to the former Aequitas Innovations, Inc. and Neo Exchange Inc. (commonly referred to as “NEO Exchange”), which were wholly-owned subsidiaries of Cboe Global Markets, Inc. |
● | “Cboe Canada Inc.” is a wholly-owned subsidiary of Cboe Global Markets, Inc. and a recognized Canadian securities exchange. As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc. |
● | “Cboe Chi-X Europe” refers to Cboe Chi-X Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Clear Digital” refers to Cboe Clear Digital, LLC (formerly known as Eris Clearing, LLC), a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Clear Europe” refers to Cboe Clear Europe N.V. (formerly known as European Central Counterparty N.V., formerly defined as “EuroCCP”), a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Digital” refers to Cboe Digital Intermediate Holdings, LLC (formerly known as Eris Digital Holdings, LLC) and its subsidiaries. Prior to rebranding under the Cboe Digital name, Eris Digital Holdings, LLC and its subsidiaries operated under the “ErisX” name. |
● | “Cboe Digital Exchange” refers to Cboe Digital Exchange, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Europe Equities and Derivatives” 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 Fixed Income” refers to Cboe Fixed Income Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe FX” refers to Cboe FX Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc. |
● | “Cboe Japan” refers to Cboe Japan Ltd. (formerly known as Chi-X Japan Ltd.), 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. |
● | “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. |
● | “CSD Br” refers to CSD Central de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitais S.A., a Brazilian trade repository. |
● | “CIRO” refers to the Canadian Investment Regulatory Organization. |
● | “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. |
● | “Exchanges” refers to Cboe Options, C2, BZX, BYX, EDGX, and EDGA. |
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● | “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. |
● | “MATCHNow” refers to the former TriAct Canada Marketplace LP, a wholly-owned subsidiary of Cboe Global Markets, Inc., which was the operator of a Canadian ATS (known as “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 futures” or “VIX options” refers, as applicable, to our Cboe Volatility Index exchange-traded options and futures products. |
4
TRADEMARK AND OTHER INFORMATION
Cboe®, Cboe Global Markets®, Cboe Volatility Index®, Cboe Clear®, Cboe Datashop®, Cboe Digital®, Cboe LIS®, Bats®, BIDS Trading®, BYX®, BZX®, CFE®, EDGA®, EDGX®, ErisX®, EuroCCP®, Hybrid®, LiveVol®, MATCHNow®, NANO®, Options Institute®, Silexx®, The Exchange for the World StageSM, VIX®, VIX1D®, and XSP® are registered trademarks, and Cboe Futures ExchangeSM, Cboe BIDS EuropeSM, C2SM, f(t)optionsSM, Cboe HanweckSM, Nanos by CboeSM, 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 and DSPXSM is a service mark 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. Please refer to the “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the SEC.
5
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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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 this Quarterly Report and 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 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 or changes in tax regimes; |
● | our ability to protect our systems and communication networks from security vulnerabilities and breaches; |
● | our ability to attract and retain skilled management and other personnel; |
● | increasing competition by foreign and domestic entities; |
● | our dependence on and exposure to risk from third parties; |
● | global expansion of operations; |
● | factors that impact the quality and integrity of our and other applicable indices; |
● | our ability to manage our growth and strategic acquisitions or alliances effectively; |
● | 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 minimize the risks, including our credit, counterparty, investment, 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; |
● | 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; |
● | the impacts of pandemics; |
● | the accuracy of our estimates and expectations; |
6
● | litigation risks and other liabilities; and |
● | risks relating to digital assets, including winding down the Cboe Digital spot market and transitioning digital asset futures contracts to CFE, operating a digital asset futures clearinghouse, cybercrime, changes in digital asset regulation, and fluctuations in digital asset prices. |
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.
7
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)
| June 30, |
| December 31, | |||
2024 | 2023 | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Financial investments | | | ||||
Accounts receivable, net of $ | | | ||||
Margin deposits, clearing funds, and interoperability funds | | | ||||
Digital assets - safeguarded assets | | | ||||
Income taxes receivable |
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Other current assets |
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Total current assets |
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Investments |
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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, clearing funds, and interoperability funds | | | ||||
Digital assets - safeguarded liabilities | | | ||||
Income taxes payable | — |
| | |||
Current portion of contingent consideration liabilities |
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Total current liabilities |
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Long-term debt |
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Non-current unrecognized tax benefits |
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Deferred income taxes |
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Non-current operating lease liabilities | | | ||||
Other non-current liabilities | |
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Total liabilities | | | ||||
Commitments and contingencies | ||||||
Stockholders’ equity: | ||||||
Preferred stock, $ | ||||||
Common stock, $ |
| |
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Common stock in treasury, at cost, |
| ( |
| ( | ||
Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss, net |
| ( |
| ( | ||
Total stockholders’ equity |
| |
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Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
8
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(unaudited)
(in millions, except per share data)
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||||
Revenues: | |||||||||||||
Cash and spot markets | $ | | $ | | $ | | $ | | |||||
Data and access solutions | | | | | |||||||||
Derivatives markets | | | | | |||||||||
Total revenues |
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Cost of revenues: | |||||||||||||
Liquidity payments |
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Routing and clearing | | | | | |||||||||
Section 31 fees | | | | | |||||||||
Royalty fees and other cost of revenues |
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Total cost of revenues |
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Revenues less cost of revenues |
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Operating expenses: | |||||||||||||
Compensation and benefits |
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Depreciation and amortization |
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Technology support services |
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Professional fees and outside services |
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Travel and promotional expenses |
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Facilities costs |
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Acquisition-related costs |
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Impairment of intangible assets | | — | | — | |||||||||
Other expenses | | | | | |||||||||
Total operating expenses |
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Operating income |
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Non-operating (expenses) income: | |||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||
Interest income |
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Earnings on investments | | | | | |||||||||
Other (expense) income, net |
| ( |
| |
| ( |
| | |||||
Income before income tax provision |
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| |
| |
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Income tax provision |
| |
| |
| |
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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.
9
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in millions)
| Three Months Ended | Six Months Ended |
| ||||||||||
June 30, | June 30, | ||||||||||||
| 2024 |
| 2023 | 2024 |
| 2023 |
| ||||||
Net income | $ | | $ | | $ | | $ | | |||||
Other comprehensive (loss) income, net of income tax: | |||||||||||||
Foreign currency translation adjustments |
| ( | |
| ( | | |||||||
Unrealized holding losses on financial investments |
| ( |
| ( |
| ( |
| ( | |||||
Post-retirement benefit obligations | — | — | | ( | |||||||||
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.
10
Cboe Global Markets, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Three and Six months ended June 30, 2024 and June 30, 2023
(unaudited)
(in millions, except per share amounts)
Accumulated | |||||||||||||||||||||
Additional | other | Total | |||||||||||||||||||
Preferred | Common | Treasury | paid-in | Retained | comprehensive | stockholders’ | |||||||||||||||
| Stock |
| Stock |
| Stock |
| capital |
| earnings |
| loss, net |
| equity | ||||||||
Balance at December 31, 2023 | $ | — | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||||
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, 2024 | $ | — | $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||||
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 | — | — | — |