Cboe Global Markets Reports Results for Fourth Quarter 2022 and Full Year
Cboe Global Markets reported a diluted EPS of $1.49 for Q4 2022, down 3%, and $2.19 for the full year, down 55%. However, adjusted diluted EPS for Q4 increased 6% to $1.80, while it rose 15% for the full year, reaching $6.93. Net revenue for Q4 reached $457.1 million, up 17%, and $1.7 billion for the full year, up 18%. The company has set an organic revenue growth target of 7-9% for 2023 and expects adjusted operating expenses between $769 million and $779 million, indicating ongoing investments for long-term growth. Cboe's CEO expressed optimism for 2023 as they celebrate their 50th anniversary.
- Q4 net revenues increased by 17% to $457.1 million.
- Full year net revenue rose by 18% to $1.7 billion.
- Adjusted diluted EPS for the full year grew 15% to $6.93.
- Establishing organic total net revenue growth target of 7 to 9% for 2023.
- Ongoing investments expected to drive long-term revenue and earnings growth.
- Diluted EPS for the full year decreased by 55% to $2.19.
- Diluted EPS for Q4 dropped 3% compared to the same period in 2021.
Fourth Quarter and Full Year Highlights*
- Diluted EPS for the Quarter of
, Down 3 percent; Diluted EPS for the Full Year of$1.49 , Down 55 percent$2.19 - Adjusted Diluted EPS¹ for the Quarter of
, Up 6 percent; Adjusted Diluted EPS for the Full Year of$1.80 , Up 15 percent$6.93 - Net Revenue for the Quarter of
, Up 17 percent; Net Revenue for the Full Year of$457.1 million , Up 18 percent$1.7 billion - Establishing Organic Total Net Revenue Growth Target2 for 2023 of 7 to 9 percent and Data and Access Solutions Organic Net Revenue Growth Target2 of 7 to 10 percent
- Establishing 2023 Adjusted Operating Expense Guidance2 of
to$769 ,$779 million Reflecting Continued Investment to Drive Long-Term Revenue and Earnings Growth
"2022 was a year of substantial progress at Cboe as we continued to build out our global network, while delivering record financial results. Our accomplishments in 2022 have laid a strong foundation and, as we enter our 50th year of business, we are more optimistic than ever about the future," said
"Cboe reported a very strong fourth quarter to cap a record year for the company. I could not be more pleased with the consistent progress we showed as a firm throughout 2022," said
*All comparisons are fourth quarter 2022 compared to the same period in 2021. |
(1)A full reconciliation of our non-GAAP results to our GAAP ("Generally Accepted Accounting Principles") results is included in the attached tables. See "Non-GAAP Information" in the accompanying financial tables. |
(2)Specific quantifications of the amounts that would be required to reconcile the company's organic growth guidance, adjusted operating expenses guidance and the effective tax rate on adjusted earnings guidance are not available. The company believes that there is uncertainty and unpredictability with respect to certain of its GAAP measures, primarily related to acquisition-related revenues and expenses that would be required to reconcile to GAAP revenues less cost of revenues, GAAP operating expenses and GAAP effective tax rate, which preclude the company from providing accurate guidance on certain forward-looking GAAP to non-GAAP reconciliations. The company believes that providing estimates of the amounts that would be required to reconcile the range of the company's organic growth, adjusted operating expenses and the effective tax rate on adjusted earnings would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above. |
Consolidated Fourth Quarter Results - Table 1
Table 1 below presents summary selected unaudited condensed consolidated financial information for the company as reported and on an adjusted basis for the three months ended
Table 1 | ||||||||||||||||||||
Consolidated Fourth Quarter Results | 4Q22 | 4Q21 | ||||||||||||||||||
($ in millions except per share data) | 4Q22 | 4Q21 | Change | Adjusted1 | Adjusted1 | Change | ||||||||||||||
Total Revenues Less Cost of Revenues | $ | 457.1 | $ | 390.5 | 17 | % | $ | 457.1 | $ | 390.5 | 17 | % | ||||||||
Total Operating Expenses | $ | 206.6 | $ | 169.9 | 22 | % | $ | 176.6 | $ | 137.5 | 28 | % | ||||||||
Operating Income | $ | 250.5 | $ | 220.6 | 14 | % | $ | 280.5 | $ | 253.0 | 11 | % | ||||||||
Operating Margin % | 54.8 | % | 56.5 | % | (170) | pp | 61.4 | % | 64.8 | % | (340) | pp | ||||||||
Net Income Allocated to Common Stockholders | $ | 159.0 | $ | 165.3 | (4) | % | $ | 192.2 | $ | 181.7 | 6 | % | ||||||||
Diluted EPS | $ | 1.49 | $ | 1.54 | (3) | % | $ | 1.80 | $ | 1.70 | 6 | % | ||||||||
EBITDA1 | $ | 295.5 | $ | 262.7 | 12 | % | $ | 292.3 | $ | 263.7 | 11 | % | ||||||||
EBITDA Margin %1 | 64.6 | % | 67.3 | % | (270) | pp | 63.9 | % | 67.5 | % | (360) | pp |
- Total revenues less cost of revenues (referred to as "net revenue") of
increased 17 percent, compared to$457.1 million in the prior-year period, reflecting increases in derivatives markets and data and access solutions. Inorganic net revenue1 in the fourth quarter of 2022 was$390.5 million .$5.1 million - Total operating expenses were
versus$206.6 million in the fourth quarter of 2021, an increase of$169.9 million , while adjusted operating expenses¹ of$36.7 million increased 28 percent compared to$176.6 million in the fourth quarter of 2021. These increases were primarily due to the acquisitions of Cboe Digital (formerly ErisX) and NEO, as well as higher compensation and benefits, travel and promotional, and technology support services expenses.$137.5 million - The effective tax rate for the fourth quarter of 2022 was 32.3 percent compared with 21.1 percent in the fourth quarter of 2021. The increase is primarily due to releases of reserves for unrecognized tax benefits in 2021. The effective tax rate on adjusted earnings1 was 27.4 percent compared with 24.8 percent in last year's fourth quarter. The higher effective tax rate in the fourth quarter of 2022 was primarily due to favorable non-recurring adjustments in the fourth quarter of 2021.
- Diluted EPS for the fourth quarter of 2022 decreased 3 percent to
compared to the fourth quarter of 2021. Adjusted diluted EPS1 of$1.49 increased 6 percent compared to 2021's fourth quarter results.$1.80
Business Segment Information:
Table 2 | ||||||||||
Total Revenues Less Cost of Revenues by | ||||||||||
Business Segment | ||||||||||
(in millions) | 4Q22 | 4Q21 | Change | |||||||
Options | $ | 273.2 | $ | 202.5 | 35 | % | ||||
96.4 | 91.6 | 5 | % | |||||||
44.2 | 51.7 | (15) | % | |||||||
Futures | 26.8 | 29.9 | (10) | % | ||||||
Global FX | 16.9 | 14.8 | 14 | % | ||||||
Digital | (0.4) | * | * | % | ||||||
Total | $ | 457.1 | $ | 390.5 | 17 | % |
(1)A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See "Non-GAAP Information" in the accompanying financial tables. |
*Not meaningful, due to the establishment of the Digital segment during the second quarter of 2022 as a result of the Cboe Digital acquisition on |
Discussion of Results by Business Segment1:
Options:
- Options net revenue of
was up$273.2 million , or 35 percent, from the fourth quarter of 2021. The growth was driven by double-digit increases in net transaction and clearing fees2, access and capacity fees, and market data. Net transaction and clearing fees2 increased primarily as a result of a 55 percent increase in index options trading volumes versus the fourth quarter of 2021, along with a 4 percent increase in index options revenue per contract ("RPC") for the quarter. Access and capacity fees were 15 percent higher than fourth quarter 2021 and market data fees were 34 percent higher than fourth quarter 2021.$70.7 million - Net transaction and clearing fees2 increased
, or 41 percent, reflecting a 15 percent increase in total options average daily volume ("ADV") and a 25 percent increase in total options RPC compared to the fourth quarter 2021. The increase in total options RPC was due to a mix shift, with index options representing a higher percentage of total options volume. The RPC for index options increased 4 percent as higher-priced SPX options accounted for a higher percentage of index options volume.$65.9 million - Cboe's Options exchanges had total market share of 34.1 percent for the fourth quarter of 2022 compared to 31.1 percent in the fourth quarter of 2021, primarily reflecting an increase in Cboe's multi-listed options market share for the quarter of 28.5 percent compared to 27.3 percent in the fourth quarter of 2021.
N.A. Equities net revenue of was up$96.4 million , or 5 percent. The increase was primarily due to a$4.8 million fourth quarter net revenue contribution from the 2022 acquisition of NEO and higher access and capacity fees, partially offset by lower transaction and clearing fees and industry market data revenue.$5.5 million - Net transaction and clearing fees2 decreased by
, or 4 percent, as compared to the fourth quarter of 2021. The decrease was primarily due to lower$1.2 million U.S. Equities off-exchange revenue, a result of lower volumes and slightly lower net capture and market share trends versus the fourth quarter of 2021.U.S. Equities exchange revenues benefited from a 4 percent increase inU.S. Equities industry volumes, offsetting a 2 percent decline in net capture. - Cboe's
U.S. Equities exchanges had market share of 13.1 percent for the fourth quarter of 2022 compared to 13.3 percent in the fourth quarter of 2021.U.S. Equities off-exchange market share was 21.5 percent versus 22.5 percent in the fourth quarter of 2021.Canadian Equities market share rose to 13.6 percent as compared to 3.3 percent in the fourth quarter of 2021 given the inclusion of NEO.
Europe and APAC net revenue of decreased by 15 percent, reflecting continued currency headwinds. On a constant currency basis2, net revenues were$44.2 million , down 4 percent on a year-over-year basis.$49.8 million European Equities average daily notional value ("ADNV") traded onCboe European Equities was€10.0 billion , up 14 percent compared to the fourth quarter of 2021, outperforming a 9 percent decline in industry market volumes. Net capture decreased 13 percent for the quarter, reflecting a mix shift with the strongest market share gains coming in Lit markets, outpacing the growth in higher-capture Cboe BIDS Europe and Periodic Auction services, as well as greater industry volume declines in higher-priced block activity relative to Lit markets.- For the fourth quarter of 2022,
Cboe European Equities had 24.9 percent market share, up from 19.8 percent in the fourth quarter of 2021, as a result of positive momentum across all orderbooks, making Cboe the largest stock exchange and block trading venue inEurope in the fourth quarter of 2022.
Futures:
- Futures net revenue of
decreased$26.8 million , or 10 percent, due to a decline in net transaction and clearing fees2, offset slightly by an increase in market data fees.$3.1 million - Net transaction and clearing fees2 decreased
, reflecting a 16 percent decline in volumes during the quarter.$3.7 million
Global FX:
- Global FX net revenue of
increased 14 percent, primarily as a result of higher net transaction and clearing fees2. ADNV traded on the Cboe FX platform was$16.9 million for the quarter, up 21 percent compared to last year's fourth quarter, and net capture per$40.8 billion one million dollars traded was for the quarter, down 3 percent compared to$2.69 in the fourth quarter of 2021.$2.77 - Cboe FX market share was 18.4 percent for the quarter compared to 16.8 percent in last year's fourth quarter, which is a quarterly record for Cboe FX. The increase was driven by the continued adoption of our diverse set of FX order types and trading protocols.
(1)The Digital and Corporate segments are not further discussed as results were not material during the fourth quarter of 2022. |
(2)A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See "Non-GAAP Information" in the accompanying financial tables. |
2023 Fiscal Year Financial Guidance
Cboe provided guidance for the 2023 fiscal year as noted below.
- Organic total net revenue growth1 is expected to be in the range of 7 to 9 percentage points in 2023, above medium-term organic total net revenue1 guidance expectations of 5 to 7 percentage points.
- Revenue from acquisitions held less than a year1 is expected to contribute total net revenue growth of 0.5 percentage points in 2023.
- Organic net revenue1 from Data and Access Solutions is expected to increase by approximately 7 to 10 percentage points in 2023, in line with medium-term guidance expectations.
- Adjusted operating expenses1 in 2023 are expected to be in the range of
to$769 , from a base of$779 million in 2022. The guidance excludes the expected amortization of acquired intangible assets of$652 million ; the company plans to reflect the exclusion of this amount in its non-GAAP reconciliation.$112 million - Depreciation and amortization expense for 2023, which is included in adjusted operating expenses above, is expected to be in the range of
to$48 , excluding the expected amortization of acquired intangible assets.$52 million - Other income (expense), net, is expected to contribute a
to$27 benefit in 2023 given expected performance of minority investments.$33 million - The effective tax rate1 on adjusted earnings for the full year 2023 is expected to be in the range of 28.5 to 30.5 percent. Significant changes in trading volume, expenses, tax laws or rates and other items could materially impact this expectation.
- Capital expenditures for 2023 are expected to be in the range of
to$60 .$66 million
(1) Specific quantifications of the amounts that would be required to reconcile the company's organic and inorganic growth guidance, adjusted operating expenses guidance and the effective tax rate on adjusted earnings guidance are not available. Acquisitions are considered organic after 12 months of closing. The company believes that there is uncertainty and unpredictability with respect to certain of its GAAP measures, primarily related to acquisition-related revenues and expenses that would be required to reconcile to GAAP revenues less cost of revenues, GAAP operating expenses and GAAP effective tax rate, which preclude the company from providing accurate guidance on certain forward-looking GAAP to non-GAAP reconciliations. The company believes that providing estimates of the amounts that would be required to reconcile the range of the company's organic growth, adjusted operating expenses and the effective tax rate on adjusted earnings would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above. |
Capital Management
At
The company paid cash dividends of
Earnings Conference Call
Executives of
(2) A full reconciliation of our non-GAAP results to our GAAP results is included in the attached tables. See "Non-GAAP Information" in the accompanying financial tables. |
About
Cautionary Statements Regarding Forward-Looking Information
This press release 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. 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.
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 risks, cybersecurity risks, insider threats and unauthorized disclosure of confidential information; our ability to attract and retain skilled management and other personnel, including compensation inflation; increasing competition by foreign and domestic entities; our dependence on and exposure to risk from third parties; fluctuations to currency exchange rates; factors that impact the quality and integrity of our indices; the impact of the novel coronavirus ("COVID-19") pandemic; 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 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; the accuracy of our estimates and expectations; litigation risks and other liabilities; and operating a digital asset business and clearinghouse, including the expected benefits of our ErisX acquisition, subsequently rebranded to Cboe Digital, cybercrime, changes in digital asset regulation, losses due to digital asset custody, and fluctuations in digital asset prices. More detailed information about factors that may affect our actual results to differ may be found in our filings with the
We do not undertake, and we 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
The condensed consolidated statements of income and balance sheets are unaudited and subject to revision.
Cboe Media Contacts: | Analyst Contact: | |||
(646) 856–8734 | +44 (0) 7593 506 719 | (312) 786–7559 | ||
CBOE-F
Trademarks:
Cboe®, Cboe Global Markets®, Cboe Volatility Index®, Bats®, BIDS Trading®, BZX®, BYX®, Chi-X®, Cboe Clear Europe®, EDGX®, EDGA®, ErisX®, EuroCCP®, MATCHNow®, and VIX® are registered trademarks of Cboe Global Markets, Inc. and its subsidiaries. All other trademarks and service marks are the property of their respective owners.
Cboe Global Markets, Inc. Key Performance Statistics by Business Segment | ||||||||||||||||
4Q 2022 | 3Q 2022 | 2Q 2022 | 1Q 2022 | 4Q 2021 | ||||||||||||
Options | ||||||||||||||||
Total industry ADV (in thousands) | 42,694 | 39,947 | 39,377 | 42,464 | 40,794 | |||||||||||
Total Company Options ADV (in thousands) | 14,545 | 13,521 | 13,054 | 13,392 | 12,694 | |||||||||||
Multi-listed options | 11,186 | 10,592 | 10,378 | 10,978 | 10,527 | |||||||||||
Index options | 3,359 | 2,929 | 2,677 | 2,414 | 2,167 | |||||||||||
Total Options market share | 34.1 | % | 33.8 | % | 33.2 | % | 31.5 | % | 31.1 | % | ||||||
Multi-listed options | 28.5 | % | 28.6 | % | 28.3 | % | 27.4 | % | 27.3 | % | ||||||
Total Options RPC: | $ | 0.248 | $ | 0.242 | $ | 0.233 | $ | 0.210 | $ | 0.199 | ||||||
Multi-listed options | $ | 0.060 | $ | 0.061 | $ | 0.066 | $ | 0.067 | $ | 0.066 | ||||||
Index options | $ | 0.876 | $ | 0.896 | $ | 0.883 | $ | 0.857 | $ | 0.845 | ||||||
Total industry ADV (shares in billions) | 11.2 | 10.9 | 12.6 | 12.9 | 10.8 | |||||||||||
Market share % | 13.1 | % | 13.3 | % | 13.6 | % | 14.3 | % | 13.3 | % | ||||||
Net capture (per 100 touched shares) | $ | 0.024 | $ | 0.023 | $ | 0.020 | $ | 0.017 | $ | 0.025 | ||||||
ADV (touched shares, in millions) | 80.8 | 80.1 | 92.7 | 108.5 | 84.2 | |||||||||||
Off-Exchange ATS Block Market Share % (reported on a two-month lag) | 21.5 | % | 21.7 | % | 22.7 | % | 24.4 | % | 22.5 | % | ||||||
Net capture (per 100 touched shares) | $ | 0.113 | $ | 0.114 | $ | 0.108 | $ | 0.117 | $ | 0.115 | ||||||
ADV (matched shares, in millions) | 139.0 | 113.2 | 73.7 | 41.1 | 41.3 | |||||||||||
Total market share % | 13.6 | % | 12.2 | % | 6.4 | % | 3.2 | % | 3.3 | % | ||||||
Net capture (per 10,000 shares, in Canadian Dollars) | $ | 3.901 | $ | 4.316 | $ | 5.668 | $ | 9.103 | $ | 8.475 | ||||||
Total industry ADNV (Euros - in billions) | € | 40.1 | € | 39.2 | € | 46.9 | € | 58.7 | € | 44.0 | ||||||
Market share % | 24.9 | % | 24.6 | % | 23.2 | % | 21.8 | % | 19.8 | % | ||||||
Net capture (bps) | € | 0.224 | € | 0.229 | € | 0.238 | € | 0.233 | € | 0.256 | ||||||
Cboe Clear Europe: | ||||||||||||||||
Trades cleared (in thousands) | 340,932.2 | 341,549.2 | 356,351.1 | 454,437.8 | 345,074.8 | |||||||||||
Fee per trade cleared | € | 0.008 | € | 0.008 | € | 0.009 | € | 0.009 | € | 0.011 | ||||||
Net settlement volume (shares in thousands) | 2,490.5 | 2,546.8 | 2,501.6 | 2,802.1 | 2,664.9 | |||||||||||
Net fee per settlement | € | 0.886 | € | 0.902 | € | 0.808 | € | 0.924 | € | 0.860 | ||||||
ADNV (AUD billions) | $ | 0.7 | $ | 0.7 | $ | 0.8 | $ | 0.9 | $ | 0.8 | ||||||
Market share - Continuous | 17.2 | % | 16.7 | % | 17.0 | % | 15.8 | % | 16.1 | % | ||||||
Net capture (per matched notional value (bps), in Australian Dollars) | $ | 0.142 | $ | 0.168 | $ | 0.171 | $ | 0.173 | $ | 0.171 | ||||||
ADNV (JPY billions) | ¥ | 114.1 | ¥ | 160.6 | ¥ | 136.0 | ¥ | 161.8 | ¥ | 111.4 | ||||||
Market share - Lit Continuous | 2.9 | % | 4.4 | % | 3.5 | % | 3.8 | % | 2.9 | % | ||||||
Net capture (per matched notional value (bps)) | ¥ | 0.265 | ¥ | 0.259 | ¥ | 0.258 | ¥ | 0.228 | ¥ | 0.358 | ||||||
Futures | ||||||||||||||||
ADV (in thousands) | 193 | 205 | 222 | 254 | 230 | |||||||||||
RPC | $ | 1.689 | $ | 1.700 | $ | 1.677 | $ | 1.637 | $ | 1.651 | ||||||
Global FX | ||||||||||||||||
Market share % | 18.4 | % | 17.8 | % | 17.0 | % | 17.3 | % | 16.8 | % | ||||||
ADNV ($ in billions) | $ | 40.8 | $ | 41.3 | $ | 39.6 | $ | 42.0 | $ | 33.7 | ||||||
Net capture (per | $ | 2.69 | $ | 2.69 | $ | 2.71 | $ | 2.67 | $ | 2.77 |
ADV = average daily volume; ADNV = average daily notional value.
RPC, average revenue per contract, for options and futures represents total net transaction fees recognized for the period divided by total contracts traded during the period.
Touched volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center.
Matched volume represents the total number of shares of equity securities and ETFs executed on our exchanges.
Global FX, "net capture per
Average transaction fees per contract can be affected by various factors, including exchange fee rates, volume-based discounts and transaction mix by contract type and product type.
Condensed Consolidated Statements of Income (Unaudited) Three and Twelve Months Ended | ||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||
(in millions, except per share amounts) | 2022 | 2021 | 2022 | 2021 | ||||||||
Revenues: | ||||||||||||
Cash and spot markets | $ | 423.0 | $ | 381.6 | $ | 1,777.6 | $ | 1,660.5 | ||||
Data and access solutions | 128.1 | 113.8 | 497.0 | 427.7 | ||||||||
Derivatives markets | 453.6 | 371.0 | 1,683.9 | 1,406.6 | ||||||||
Total Revenues | 1,004.7 | 866.4 | 3,958.5 | 3,494.8 | ||||||||
Cost of Revenues: | ||||||||||||
Liquidity payments | 381.4 | 395.7 | 1,670.2 | 1,650.7 | ||||||||
Routing and clearing | 19.8 | 21.8 | 83.2 | 87.8 | ||||||||
Section 31 fees | 109.1 | 31.0 | 329.8 | 179.6 | ||||||||
Royalty fees | 34.4 | 23.7 | 120.0 | 86.3 | ||||||||
Other cost of revenues | 2.9 | 3.7 | 13.6 | 14.3 | ||||||||
Total Cost of Revenues | 547.6 | 475.9 | 2,216.8 | 2,018.7 | ||||||||
Revenues Less Cost of Revenues | 457.1 | 390.5 | 1,741.7 | 1,476.1 | ||||||||
Operating Expenses: | ||||||||||||
Compensation and benefits | 93.6 | 74.5 | 363.0 | 288.5 | ||||||||
Depreciation and amortization | 44.7 | 42.0 | 166.8 | 167.4 | ||||||||
Technology support services | 21.3 | 16.6 | 77.7 | 66.7 | ||||||||
Professional fees and outside services | 24.8 | 21.7 | 89.0 | 83.7 | ||||||||
Travel and promotional expenses | 9.2 | 3.9 | 23.7 | 9.7 | ||||||||
Facilities costs | 5.8 | 5.7 | 25.1 | 22.2 | ||||||||
Acquisition-related costs | 2.0 | 3.7 | 19.9 | 15.6 | ||||||||
— | — | 460.9 | — | |||||||||
Other expenses | 5.2 | 1.8 | 26.0 | 16.4 | ||||||||
Total Operating Expenses | 206.6 | 169.9 | 1,252.1 | 670.2 | ||||||||
Operating Income | 250.5 | 220.6 | 489.6 | 805.9 | ||||||||
Non-operating Income (Expenses): | ||||||||||||
Interest expense, net | (15.7) | (11.1) | (56.4) | (47.4) | ||||||||
Other income (expense), net | 1.0 | 0.7 | (0.3) | (2.4) | ||||||||
Total Non-operating Expenses | (14.7) | (10.4) | (56.7) | (49.8) | ||||||||
Income Before Income Tax Provision | 235.8 | 210.2 | 432.9 | 756.1 | ||||||||
Income tax provision | 76.1 | 44.3 | 197.9 | 227.1 | ||||||||
Net Income | 159.7 | 165.9 | 235.0 | 529.0 | ||||||||
Net income allocated to participating securities | (0.7) | (0.6) | (0.9) | (1.7) | ||||||||
Net Income Allocated to Common Stockholders | $ | 159.0 | $ | 165.3 | $ | 234.1 | $ | 527.3 | ||||
Net Income Per Share Allocated to Common Stockholders: | ||||||||||||
Basic earnings per share | $ | 1.50 | $ | 1.55 | $ | 2.20 | $ | 4.93 | ||||
Diluted earnings per share | 1.49 | 1.54 | 2.19 | 4.92 | ||||||||
Weighted average shares used in computing earnings per share: | ||||||||||||
Basic | 106.2 | 106.8 | 106.3 | 107.0 | ||||||||
Diluted | 106.5 | 107.1 | 106.7 | 107.2 |
Condensed Consolidated Balance Sheets (Unaudited) | ||||||
(in millions) | 2022 | 2021 | ||||
Assets | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $ | 432.7 | $ | 341.9 | ||
Financial investments | 91.7 | 37.1 | ||||
Accounts receivable, net | 369.8 | 326.9 | ||||
Margin deposits and clearing funds | 543.0 | 745.9 | ||||
Digital assets - safeguarded assets | 22.9 | — | ||||
Income taxes receivable | 48.3 | 42.7 | ||||
Other current assets | 47.6 | 36.8 | ||||
Total Current Assets | 1,556.0 | 1,531.3 | ||||
Investments | 253.2 | 245.8 | ||||
Land | 2.3 | 2.3 | ||||
Property and equipment, net | 108.2 | 105.2 | ||||
Operating lease right of use assets | 111.7 | 110.1 | ||||
3,122.8 | 3,025.4 | |||||
Intangible assets, net | 1,662.8 | 1,668.6 | ||||
Other assets, net | 181.9 | 125.8 | ||||
Total Assets | $ | 6,998.9 | $ | 6,814.5 | ||
Liabilities and Stockholders' Equity | ||||||
Current Liabilities: | ||||||
Accounts payable and accrued liabilities | $ | 420.2 | $ | 295.4 | ||
Section 31 fees payable | 147.1 | 40.8 | ||||
Deferred revenue | 11.7 | 15.2 | ||||
Margin deposits and clearing funds | 543.0 | 745.9 | ||||
Income taxes payable | 3.5 | 8.2 | ||||
Digital assets - safeguard liabilities | 22.9 | — | ||||
Current portion of long-term debt | 304.7 | — | ||||
Current portion of contingent consideration liabilities | 24.1 | 63.8 | ||||
Total Current Liabilities | 1,477.2 | 1,169.3 | ||||
Long-term debt | 1,437.3 | 1,299.3 | ||||
Non-current unrecognized tax benefits | 196.1 | 197.9 | ||||
Deferred income taxes | 222.9 | 372.7 | ||||
Non-current operating lease liabilities | 129.3 | 129.2 | ||||
Non-current portion of contingent consideration liabilities | 15.0 | 6.7 | ||||
Other non-current liabilities | 55.8 | 34.6 | ||||
Total Liabilities | 3,533.6 | 3,209.7 | ||||
Stockholders' Equity: | ||||||
Preferred stock | — | — | ||||
Common stock | 1.1 | 1.1 | ||||
(131.0) | (106.8) | |||||
Additional paid-in-capital | 1,455.1 | 1,509.4 | ||||
Retained earnings | 2,171.1 | 2,145.5 | ||||
Accumulated other comprehensive (loss) income, net | (31.0) | 55.6 | ||||
Total Stockholders' Equity | 3,465.3 | 3,604.8 | ||||
Total Liabilities and Stockholders' Equity | $ | 6,998.9 | $ | 6,814.5 |
Non-GAAP Information
In addition to disclosing results determined in accordance with GAAP,
Management believes that the non-GAAP financial measures presented in this press release provide additional and comparative information to assess trends in our core operations and a means to evaluate period-to-period comparisons. Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results.
Organic net revenue, inorganic net revenue, organic non-transaction revenue and organic net revenue guidance: These are non-GAAP financial measures that exclude or have otherwise been adjusted for the impact of our acquisitions for the period or guidance, as applicable. Management believes the organic net revenue growth and guidance measures provide users with supplemental information regarding the company's ongoing and future potential revenue performances and trends by presenting revenue growth and guidance excluding the impact of the acquisitions. Revenues from acquisitions that have been owned for at least one year are considered organic and are no longer excluded from organic net revenue from either period for comparative purposes.
Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses, the relative operating performance of the businesses between periods and the earnings power of the company. Therefore, we believe performance measures excluding intangible asset amortization expense provide investors with an additional basis for comparison across accounting periods.
Acquisition-related expenses: From time to time, we have pursued acquisitions, which have resulted in expenses which would not otherwise have been incurred in the normal course of the company's business operations. These expenses include integration costs, as well as legal, due diligence, impairment charges, and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Accordingly, we exclude these costs for purposes of calculating non-GAAP measures which provide an additional analysis of Cboe's ongoing operating performance or comparisons in Cboe's performance between periods.
The tables below show the reconciliation of each financial measure from GAAP to non-GAAP. The non-GAAP financial measures exclude the impact of those items detailed below and are referred to as adjusted financial measures.
Organic Net Revenue Reconciliation | |||||||||||||
Table 3 | Three Months Ended | Twelve Months Ended | |||||||||||
(in millions) | |||||||||||||
Reconciliation of Revenues Less Cost of Revenues to Organic Net Revenue | 2022 | 2021 | 2022 | 2021 | |||||||||
Revenues less cost of revenues (net revenue) | $ | 457.1 | $ | 390.5 | $ | 1,741.7 | $ | 1,476.1 | |||||
Less acquisitions: | |||||||||||||
Acquisition revenues less cost of revenues (inorganic net revenue) | $ | (5.1) | $ | — | $ | (28.7) | $ | — | |||||
Organic net revenue | $ | 452.0 | $ | 390.5 | $ | 1,713.0 | $ | 1,476.1 | |||||
Reconciliation of GAAP and non-GAAP Information | |||||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||||
Table 4 | |||||||||||||
(in millions, except per share amounts) | 2022 | 2021 | 2022 | 2021 | |||||||||
Reconciliation of Net Income Allocated to Common Stockholders to Non-GAAP | |||||||||||||
(As shown on Table 1) | |||||||||||||
Net income allocated to common stockholders | $ | 159.0 | $ | 165.3 | $ | 234.1 | $ | 527.3 | |||||
Non-GAAP adjustments | |||||||||||||
Acquisition-related expenses (1) | 2.0 | 3.7 | 19.9 | 15.6 | |||||||||
Investment establishment costs (2) | — | — | 3.0 | — | |||||||||
Gain on investment (3) | — | — | (7.5) | — | |||||||||
Loan forgiveness (4) | — | — | (1.3) | — | |||||||||
Amortization of acquired intangible assets (5) | 33.2 | 31.4 | 124.3 | 126.6 | |||||||||
— | — | 460.9 | — | ||||||||||
Impairment of investment (7) | — | — | 10.6 | 5.0 | |||||||||
Change in contingent consideration (8) | (5.2) | (2.7) | (5.2) | (2.7) | |||||||||
Total Non-GAAP adjustments | 30.0 | 32.4 | 604.7 | 144.5 | |||||||||
Income tax expense related to the items above | 5.3 | (7.4) | (143.7) | (31.8) | |||||||||
Tax reserves (9) | — | (5.4) | 48.5 | (5.4) | |||||||||
Deferred tax re-measurements | (2.0) | (3.1) | (2.0) | 14.6 | |||||||||
Net income allocated to participating securities - effect of reconciling items | (0.1) | (0.1) | (1.8) | (0.4) | |||||||||
Adjusted net income allocated to common stockholders | $ | 192.2 | $ | 181.7 | $ | 739.8 | $ | 648.8 | |||||
Reconciliation of Diluted EPS to Non-GAAP | |||||||||||||
Diluted earnings per common share | $ | 1.49 | $ | 1.54 | $ | 2.19 | $ | 4.92 | |||||
Per share impact of non-GAAP adjustments noted above | 0.31 | 0.16 | 4.74 | 1.13 | |||||||||
Adjusted diluted earnings per common share | $ | 1.80 | $ | 1.70 | $ | 6.93 | $ | 6.05 | |||||
Reconciliation of Operating Margin to Non-GAAP | |||||||||||||
Revenues less cost of revenues | $ | 457.1 | $ | 390.5 | $ | 1,741.7 | $ | 1,476.1 | |||||
Non-GAAP adjustments noted above | — | — | — | — | |||||||||
Adjusted revenues less cost of revenues | $ | 457.1 | $ | 390.5 | $ | 1,741.7 | $ | 1,476.1 | |||||
Operating expenses (10) | $ | 206.6 | $ | 169.9 | $ | 1,252.1 | $ | 670.2 | |||||
Non-GAAP adjustments noted above | 30.0 | 32.4 | 599.9 | 139.5 | |||||||||
Adjusted operating expenses | $ | 176.6 | $ | 137.5 | $ | 652.2 | $ | 530.7 | |||||
Operating income | $ | 250.5 | $ | 220.6 | $ | 489.6 | $ | 805.9 | |||||
Non-GAAP adjustments noted above | 30.0 | 32.4 | 599.9 | 139.5 | |||||||||
Adjusted operating income | $ | 280.5 | $ | 253.0 | $ | 1,089.5 | $ | 945.4 | |||||
Adjusted operating margin (11) | 61.4 | % | 64.8 | % | 62.6 | % | 64.0 | % | |||||
Reconciliation of Income Tax Rate to Non-GAAP | |||||||||||||
Income before income taxes | 235.8 | 210.2 | 432.9 | 756.1 | |||||||||
Non-GAAP adjustments noted above | 30.0 | 32.4 | 604.7 | 144.5 | |||||||||
Adjusted income before income taxes | $ | 265.8 | $ | 242.6 | $ | 1,037.6 | $ | 900.6 | |||||
Income tax expense | 76.1 | 44.3 | 197.9 | 227.1 | |||||||||
Non-GAAP adjustments noted above | (3.3) | 15.9 | 97.2 | 22.6 | |||||||||
Adjusted income tax expense | $ | 72.8 | $ | 60.2 | $ | 295.1 | $ | 249.7 | |||||
Adjusted income tax rate | 27.4 | % | 24.8 | % | 28.4 | % | 27.7 | % | |||||
(1) This amount includes professional fees (which includes fees associated with the valuation of the Cboe Digital goodwill impairment) and outside services, related to the Company's acquisitions. |
(2) This amount represents the investment establishment costs related to the company's investment in 7RIDGE Investments 3 LP, which acquired |
(3) This amount represents the gain on the Company's investment in |
(4) This amount represents the forgiveness of a PPP ("Paycheck Protection Program") loan previously held by Cboe Digital. |
(5) This amount represents the amortization of acquired intangible assets related to the company's acquisitions. |
(6) This amount represents the impairment of Cboe Digital goodwill. |
(7) This amount represents the impairment of investment related to the Company's investments in |
(8) This amount represents the gain on change in contingent consideration related to the acquisition of MATCHNow. |
(9) This amount represents the tax reserves related to Section 199 matters. |
(10) The company sponsors deferred compensation plans held in a trust. The expenses or income related to the deferred compensation plans are included in "Compensation and benefits" ( |
(11) Adjusted operating margin represents adjusted operating income divided by adjusted revenue less cost of revenue. |
EBITDA Reconciliations
EBITDA (earnings before interest, income taxes, depreciation and amortization) and Adjusted EBITDA are widely used non-GAAP financial measures of operating performance. EBITDA margin represents EBITDA divided by revenues less cost of revenues (net revenue). It is presented as supplemental information that the company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the company's core operating performance. EBITDA is calculated by adding back to net income interest expense, income tax expense, depreciation and amortization. Adjusted EBITDA is calculated by adding back to EBITDA acquisition-related expenses, change in contingent consideration, gain on investment, loan forgiveness, investment establishment costs, goodwill impairment, and impairment of investment. EBITDA and Adjusted EBITDA should not be considered as substitutes either for net income, as an indicator of the company's operating performance, or for cash flow, as a measure of the company's liquidity. In addition, because EBITDA and Adjusted EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA margin represents Adjusted EBITDA divided by net revenue.
Table 5 | Three Months Ended | Twelve Months Ended | |||||||||||
(in millions) | |||||||||||||
Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Adjusted EBITDA | 2022 | 2021 | 2022 | 2021 | |||||||||
Net income allocated to common stockholders | $ | 159.0 | $ | 165.3 | $ | 234.1 | $ | 527.3 | |||||
Interest expense, net | 15.7 | 11.1 | 56.4 | 47.4 | |||||||||
Income tax provision | 76.1 | 44.3 | 197.9 | 227.1 | |||||||||
Depreciation and amortization | 44.7 | 42.0 | 166.8 | 167.4 | |||||||||
EBITDA | $ | 295.5 | $ | 262.7 | $ | 655.2 | $ | 969.2 | |||||
EBITDA Margin | 64.6 | % | 67.3 | % | 37.6 | % | 65.7 | % | |||||
Non-GAAP adjustments not included in above line items | |||||||||||||
Acquisition-related expenses | 2.0 | 3.7 | 19.9 | 15.6 | |||||||||
Investment establishment costs | — | — | 3.0 | — | |||||||||
Gain on investment | — | — | (7.5) | — | |||||||||
Loan forgiveness | — | — | (1.3) | — | |||||||||
Change in contingent consideration | (5.2) | (2.7) | (5.2) | (2.7) | |||||||||
— | — | 460.9 | — | ||||||||||
Impairment of investment | — | — | 10.6 | 5.0 | |||||||||
Adjusted EBITDA | $ | 292.3 | $ | 263.7 | $ | 1,135.6 | $ | 987.1 | |||||
Adjusted EBITDA Margin | 63.9 | % | 67.5 | % | 65.2 | % | 66.9 | % | |||||
Table 6 | |||||||||||||
(in millions) | |||||||||||||
Reconciliation of Cash and cash equivalents to Adjusted Cash | 2022 | 2021 | |||||||||||
Cash and cash equivalents | $ | 432.7 | $ | 341.9 | |||||||||
Financial investments | 91.7 | 37.1 | |||||||||||
Less deferred compensation plan assets | (27.5) | (28.0) | |||||||||||
Less cash collected for Section 31 Fees | (93.7) | (25.9) | |||||||||||
Adjusted Cash | $ | 403.2 | $ | 325.1 |
Table 7 | |||||||||||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||||||||||
Reconciliation of Net Transaction and Clearing Fees - Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
Consolidated | Options | Futures | Global FX | Digital | |||||||||||||||||||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||
Transaction and clearing fees | $ | 718.4 | $ | 678.8 | $ | 392.7 | $ | 330.9 | $ | 255.4 | $ | 270.1 | $ | 35.3 | $ | 41.1 | $ | 20.5 | $ | 24.2 | $ | 14.4 | $ | 12.5 | $ | 0.1 | $ | — | |||||||||||||
Liquidity payments | (381.4) | (395.7) | (157.7) | (162.2) | (214.4) | (226.3) | (8.8) | (7.2) | — | — | — | — | (0.5) | — | |||||||||||||||||||||||||||
Routing and clearing | (19.8) | (21.8) | (7.3) | (6.9) | (8.2) | (9.8) | (4.2) | (4.9) | — | — | (0.1) | (0.2) | — | — | |||||||||||||||||||||||||||
Net transaction and clearing fees | $ | 317.2 | $ | 261.3 | $ | 227.7 | $ | 161.8 | $ | 32.8 | $ | 34.0 | $ | 22.3 | $ | 29.0 | $ | 20.5 | $ | 24.2 | $ | 14.3 | $ | 12.3 | $ | (0.4) | $ | — |
Table 8 | |||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||
Reconciliation of Net Revenue by Revenue Caption –Three Months Ended | |||||||||||||||||||||||
Cash and Spot Markets | Data and Access Solutions | Derivatives Markets | Total | ||||||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||
Transaction and clearing fees | $ | 305.3 | $ | 323.7 | $ | — | $ | — | $ | 413.1 | $ | 355.1 | $ | 718.4 | $ | 678.8 | |||||||
Access and capacity fees | — | — | 82.7 | 74.4 | — | — | 82.7 | 74.4 | |||||||||||||||
Market data fees | 18.2 | 19.7 | 45.0 | 36.0 | 8.5 | 7.8 | 71.7 | 63.5 | |||||||||||||||
Regulatory fees | 89.2 | 27.8 | — | — | 31.2 | 7.5 | 120.4 | 35.3 | |||||||||||||||
Other revenue | 10.3 | 10.4 | 0.4 | 3.4 | 0.8 | 0.6 | 11.5 | 14.4 | |||||||||||||||
Total revenues | $ | 423.0 | $ | 381.6 | $ | 128.1 | $ | 113.8 | $ | 453.6 | $ | 371.0 | $ | 1,004.7 | $ | 866.4 | |||||||
Liquidity payments | $ | 223.1 | $ | 233.3 | $ | — | $ | — | $ | 158.3 | $ | 162.4 | $ | 381.4 | $ | 395.7 | |||||||
Routing and clearing fees | 12.5 | 14.9 | — | — | 7.3 | 6.9 | 19.8 | 21.8 | |||||||||||||||
Section 31 fees | 86.9 | 27.0 | — | — | 22.2 | 4.0 | 109.1 | 31.0 | |||||||||||||||
Royalty fees and other cost of revenues | 3.4 | 3.7 | 2.3 | 2.3 | 31.6 | 21.4 | 37.3 | 27.4 | |||||||||||||||
Total cost of revenues | $ | 325.9 | $ | 278.9 | $ | 2.3 | $ | 2.3 | $ | 219.4 | $ | 194.7 | $ | 547.6 | $ | 475.9 | |||||||
Revenues less cost of revenues (net | $ | 97.1 | $ | 102.7 | $ | 125.8 | $ | 111.5 | $ | 234.2 | $ | 176.3 | $ | 457.1 | $ | 390.5 | |||||||
Acquisition revenue less cost of | (1.8) | — | (3.3) | — | — | — | (5.1) | — | |||||||||||||||
Organic net revenue | $ | 95.3 | $ | 102.7 | $ | 122.5 | $ | 111.5 | $ | 234.2 | $ | 176.3 | $ | 452.0 | $ | 390.5 |
Table 9 | |||||||
Reconciliation of GAAP Effective Tax Rate to Effective Tax Rate Excluding Goodwill Impairment and Section 199 Matters - Three Months and Twelve Months Ended | |||||||
Three months ended, | Twelve Months Ended | ||||||
|
| ||||||
GAAP effective tax rate | 32.3 | % | 45.7 | % | |||
Tax effect of goodwill impairment | — | % | (8.5) | % | |||
Tax effect of Section 199 related matters | — | % | (5.5) | % | |||
Effective tax rate excluding goodwill impairment and Section 199 matters | 32.3 | % | 31.7 | % |
Table 10 | |||||
Reconciliation of GAAP Net Revenues to Net Revenues in Constant Currency - Three and Twelve Months Ended | |||||
Three months ended, | Twelve months ended, | ||||
|
| ||||
$ | 44.2 | $ | 196.1 | ||
Constant currency adjustment1 | 5.6 | 21.3 | |||
$ | 49.8 | $ | 217.4 |
(1) We define constant currency net revenues as total net revenues excluding the effect of foreign exchange rate movements. Constant currency impact in dollars is calculated by translating the current period GAAP net revenues using the foreign currency exchange rates that were in effect during the previous comparable period and subtracting it by the current period GAAP net revenues. |
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