8-K

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2018

MarketAxess Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-34091   52-2230784

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

299 Park Avenue

New York, New York 10171

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code        (212) 813-6000

 

 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   ☐

 

 

 


Item 2.02 Results of Operations and Financial Condition

On April 25, 2018, MarketAxess Holdings Inc. (the “Company”) issued a press release announcing the Company’s financial results for its first quarter ended March 31, 2018. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

 

Item 8.01 Other Events

On April 25, 2018, the Company issued a press release announcing that its Board of Directors has declared a regular quarterly dividend to be paid to the holders of the outstanding shares of capital stock. A cash dividend of $0.42 per share of common stock outstanding will be paid on May 23, 2018 to stockholders of record as of the close of business on May 9, 2018.

 

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits:

 

  99.1 Press Release entitled “MarketAxess Reports First Quarter 2018 Record Revenues of $114.7 Million, Record Operating Income of $60.2 Million and Record Diluted EPS of $1.27” issued by MarketAxess Holdings Inc. on April 25, 2018.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

MARKETAXESS HOLDINGS INC.

Date: April 25, 2018

   

By:

  /s/ Richard M. McVey
      Name: Richard M. McVey
      Title:   Chief Executive Officer

 

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EX-99.1

Exhibit 99.1

LOGO

MARKETAXESS REPORTS FIRST QUARTER 2018 RECORD REVENUES

OF $114.7 MILLION, RECORD OPERATING INCOME OF $60.2 MILLION AND

RECORD DILUTED EPS OF $1.27

First Quarter Financial Highlights*

 

    Record revenues of $114.7 million, up 11.4%

 

    Record operating income of $60.2 million, up 9.1%

 

    Expenses of $54.5 million, includes $1.7 million of duplicate occupancy expense

 

    Record diluted EPS of $1.27, up 14.4% from $1.11

 

    Record U.S. high-grade market share of 18.0%, up from 15.9%

 

    Record trading volume of $465.0 billion, up 17.9%

 

    Record trading volume in each of our four core products: U.S. high-grade, high-yield, Eurobonds and emerging market bonds

* All comparisons versus first quarter 2017.

NEW YORK, April 25, 2018 – MarketAxess Holdings Inc. (Nasdaq: MKTX), the operator of a leading electronic trading platform for fixed-income securities, and the provider of market data and post-trade services for the global fixed-income markets, today announced results for the quarter ended March 31, 2018.

“Trading volumes and commission revenue benefited from a modest improvement in market volatility during the quarter,” said Rick McVey, Chairman and CEO of MarketAxess. “MiFID II implementation led to record trading volumes and post-trade revenue. Open Trading activity continues to grow, driving meaningful transaction cost savings and improved liquidity for our clients.”

First Quarter Results

Total revenues for the first quarter of 2018 increased 11.4% to $114.7 million, compared to $103.0 million for the first quarter of 2017. Operating income was $60.2 million, compared to $55.2 million for the first quarter of 2017, an increase of 9.1%. Operating margin was 52.5%, compared to 53.6% for the first quarter of 2017. Net income totaled $47.9 million, or $1.27 per share on a diluted basis, compared to $42.5 million, or $1.11 per share, for the first quarter of 2017.

Commission revenue for the first quarter of 2018 increased 9.3% to $102.8 million, compared to $94.0 million for the first quarter of 2017. Variable transaction fees increased 2.5% to $79.8 million on total trading volume of $465.0 billion for the first quarter of 2018, compared to variable transaction fees of $77.8 million on total trading volume of $394.4 billion for the first quarter of 2017. U.S. high-grade trading volume as a percentage of FINRA’s high-grade TRACE trading volume increased to an estimated 18.0% for the first quarter of 2018, compared to an estimated 15.9% for the first quarter of 2017.

All other revenue, which consists of information services, post-trade services and other revenue, increased to $11.9 million, compared to $8.9 million for the first quarter of 2017. The increase in all other revenue was principally due to higher post-trade services revenue of $2.1 million and information services revenue of $0.9 million.

 

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Total expenses for the first quarter of 2018 increased 14.1% to $54.5 million, compared to $47.8 million for the first quarter of 2017. The increase in total expenses was largely due to higher occupancy costs of $1.9 million, employee compensation and benefit costs, mainly due to an increase in headcount, of $1.6 million and technology and communication costs of $1.2 million. Occupancy costs in the first quarter of 2018 include duplicate expense recognized during the build-out phase of the Company’s new corporate offices in New York. The duplicate expense had the effect of increasing total expenses by $1.7 million and reducing diluted EPS by $0.03. Other income (expense) increased to $0.8 million from $0.4 million due to a $0.4 million increase in investment income as a result of higher investment balances and an increase in interest rates.

The effective tax rate for the first quarter of 2018 was 21.4%, compared to 23.6% for the first quarter of 2017. The first quarter of 2018 income tax provision reflected a reduction in the federal income tax rate and other changes associated with the Tax Cuts and Jobs Act (the “Tax Act”) and $1.8 million of excess tax benefits related to share-based compensation awards that vested or were exercised during the quarter. The first quarter of 2017 income tax provision included $5.8 million of excess tax benefits related to share-based compensation awards. The Company continues to monitor guidance that may be issued by the U.S. Department of the Treasury that could cause changes to the interpretations and assumptions made by the Company to account for the impact of the Tax Act.

Employee headcount was 429 as of March 31, 2018 and December 31, 2017 compared to 391 as of March 31, 2017.

Dividend

The Company’s board of directors declared a cash dividend of $0.42 per share of common stock outstanding, to be paid on May 23, 2018 to stockholders of record as of the close of business on May 9, 2018.

Share Repurchases

A total of 30,500 shares were repurchased in the first quarter of 2018 at a cost of $6.3 million.

Balance Sheet Data

As of March 31, 2018, total assets were $589.3 million and included $400.4 million in cash, cash equivalents and investments. Total stockholders’ equity as of March 31, 2018 was $537.2 million.

Non-GAAP Financial Measures and Other Items

To supplement the Company’s unaudited financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP measures of financial performance, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) and free cash flow. The Company believes that these non-GAAP financial measures, when taken into consideration with the corresponding GAAP financial measures, are important in understanding the Company’s operating results. See the attached schedule for a reconciliation of GAAP net income to EBITDA and GAAP cash flow from operating activities to free cash flow.

Webcast and Conference Call Information

Richard M. McVey, chairman and chief executive officer, and Antonio L. DeLise, chief financial officer, will host a conference call to discuss the Company’s financial results and outlook on Wednesday, April 25, 2018, at 10:00 a.m. Eastern time. To access the conference call, please dial 855-425-4206 (U.S.) or 484-756-4249 (international). The Company will also host a live audio Webcast of the conference call on the Investor Relations section of the Company’s website at http://investor.marketaxess.com. A replay of the call will be made available by dialing 855-859-2056 (U.S.) or 404-537-3406 (international) for one week after the announcement. The passcode for replay callers is 5884388. The Webcast will also be archived on http://investor.marketaxess.com for 90 days following the announcement.

 

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About MarketAxess

MarketAxess operates a leading electronic trading platform that enables fixed-income market participants to efficiently trade corporate bonds and other types of fixed-income instruments using MarketAxess’ patented trading technology. Over 1,300 institutional investor and broker-dealer firms are active users of the MarketAxess trading platform, accessing global liquidity in U.S. high-grade corporate bonds, emerging markets and high-yield bonds, European bonds, U.S. agency bonds, municipal bonds, credit default swaps and other fixed-income securities. MarketAxess also offers a number of trading-related products and services, including: market data to assist clients with trading decisions; connectivity solutions that facilitate straight-through processing; technology services to optimize trading environments; and execution services for exchange-traded fund managers and other clients. Through its Trax® division, MarketAxess also offers a range of pre- and post-trade services, including trade matching, regulatory transaction reporting and market and reference data, across a range of fixed-income products. Trax is the trading name of Xtrakter Ltd., a MarketAxess group company.

MarketAxess maintains its headquarters in New York and has offices in London, Boston, Chicago, Los Angeles, Miami, Salt Lake City, San Francisco, São Paulo, Hong Kong and Singapore. For more information, please visit www.marketaxess.com.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including statements about the outlook and prospects for Company and industry growth, as well as statements about the Company’s future financial and operating performance. These and other statements that relate to future results and events are based on MarketAxess’ current expectations. The Company’s actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties, including: the volatility of financial services markets generally; the level of trading volume transacted on the MarketAxess platform; the absolute level and direction of interest rates and the corresponding volatility in the corporate fixed-income market; the level and intensity of competition in the fixed-income electronic trading industry and the pricing pressures that may result; the variability of our growth rate; the rapidly evolving nature of the electronic financial services industry; our ability to introduce new fee plans and our clients’ response; our exposure to risks resulting from non-performance by counterparties to transactions executed between our clients in which we act as an intermediary in matched principal trades; our dependence on our broker-dealer clients; the loss of any of our significant institutional investor clients; our ability to develop new products and offerings and the market’s acceptance of those products; the effect of rapid market or technological changes on us and the users of our technology; our ability to successfully maintain the integrity of our trading platform and our response to system failures, capacity constraints and business interruptions; our vulnerability to cyber security risks; our ability to protect our intellectual property rights or technology and defend against intellectual property infringement or other claims; our ability to enter into strategic alliances and to acquire other businesses and successfully integrate them with our business; our ability to comply with new laws, rules and regulations both domestically and internationally; our ability to maintain effective compliance and risk management methods; the strain of growth initiatives on management and other resources; our future capital needs and our ability to obtain capital when needed; limitations on our operating flexibility contained in our credit agreement; and other factors. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. More information about these and other factors affecting MarketAxess’ business and prospects is contained in MarketAxess’ periodic filings with the Securities and Exchange Commission and can be accessed at www.marketaxess.com.

 

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Media and Investor Relations Contacts:   
Tony DeLise    William McBride
MarketAxess Holdings Inc.    RF|Binder
+1-212-813-6017    +1-917-239-6726
  
Mary Sedarat   
MarketAxess Holdings Inc.   
+1-212-813-6226   

 

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MarketAxess Holdings Inc.

Consolidated Statements of Operations

 

 
     Three Months Ended  
     March 31,  
     2018     2017  
     (In thousands, except per share data)  
     (unaudited)  

Revenues

    

Commissions

   $ 102,772     $ 94,022  

Information services

     7,066       6,185  

Post-trade services

     4,576       2,456  

Other (1)

     300       301  
  

 

 

   

 

 

 

Total revenues

     114,714       102,964  
  

 

 

   

 

 

 

Expenses

    

Employee compensation and benefits (1)

     28,834       27,284  

Depreciation and amortization

     5,269       4,693  

Technology and communications

     5,779       4,585  

Professional and consulting fees

     5,057       4,279  

Occupancy

     3,337       1,404  

Marketing and advertising

     2,065       1,886  

Clearing costs

     1,725       1,327  

General and administrative(1)

     2,475       2,348  
  

 

 

   

 

 

 

Total expenses

     54,541       47,806  
  

 

 

   

 

 

 

Operating income

     60,173       55,158  

Other income (expense) (1)

    

Investment income

     1,168       747  

Other, net

     (328     (298
  

 

 

   

 

 

 

Total other income

     840       449  
  

 

 

   

 

 

 

Income before income taxes

     61,013       55,607  

Provision for income taxes

     13,073       13,144  
  

 

 

   

 

 

 

Net income

   $ 47,940     $ 42,463  
  

 

 

   

 

 

 

Per Share Data:

    

Net income per common share

    

Basic

   $ 1.30     $ 1.15  

Diluted

   $ 1.27     $ 1.11  

Cash dividends declared per common share

   $ 0.42     $ 0.33  

Weighted-average common shares:

    

Basic

     36,954       36,850  

Diluted

     37,886       38,112  

 

(1)  The Company has revised the format of the consolidated statement of operations to separately present non-operating activities. Such activities include investment income, unrealized and realized gains (losses) on trading securities, foreign exchange gains (losses), investment advisory fees and other miscellaneous non-operating activities. Accordingly, the Company reclassified these amounts from the various revenue and expense line items to Other income (expense). Such reclassifications had no effect on previously reported income before income taxes or net income.

 

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MarketAxess Holdings Inc.

Commission Revenue Details

 

 
     Three Months Ended  
     March 31,  
     2018      2017  
     Total Commissions Revenue  
     (In thousands)  
     (unaudited)  

Transaction Fees

     

U.S. high-grade

   $ 38,767      $ 35,523  

Other credit 1

     40,427        41,695  

Liquid products 2

     583        630  
  

 

 

    

 

 

 

Total transaction fees

     79,777        77,848  
  

 

 

    

 

 

 

Distribution Fees

     

U.S. high-grade

     17,227        15,750  

Other credit1

     5,540        280  

Liquid products2,3

     228        144  
  

 

 

    

 

 

 

Total distribution fees

     22,995        16,174  
  

 

 

    

 

 

 

Total commissions

   $ 102,772      $ 94,022  
  

 

 

    

 

 

 
     Average Variable Transaction Fee Per Million  
     (unaudited)  

U.S. high-grade—fixed-rate

   $ 158      $ 166  

U.S. high-grade—floating-rate

     94        55  

Total U.S. high-grade

     154        162  

Other credit

     202        261  

Liquid products

     41        41  

Total

     172        197  

 

1  Other credit includes high-yield, emerging markets, Eurobonds and municipal bonds.
2  Liquid products includes U.S. agencies and European government bonds.
3  Includes CDS SEF-related revenue.

 

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MarketAxess Holdings Inc.

Consolidated Condensed Balance Sheet Data

 

     As of  
     March 31, 2018      December 31, 2017  
     (In thousands)  
     (unaudited)  

Assets

     

Cash and cash equivalents

   $ 156,169      $ 167,014  

Investments, at fair value

     244,271        239,521  

Accounts receivable, net

     67,529        52,636  

All other assets

     121,304        122,061  
  

 

 

    

 

 

 

Total assets

   $ 589,273      $ 581,232  
  

 

 

    

 

 

 

Liabilities and stockholders’ equity

     

Total liabilities

   $ 52,109      $ 66,464  

Total stockholders’ equity

     537,164        514,768  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 589,273      $ 581,232  
  

 

 

    

 

 

 

 

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MarketAxess Holdings Inc.

Reconciliation of Non-GAAP Financial Measures

 

     Three Months Ended
March 31,
 
     2018     2017  
     Earnings Before Interest, Taxes, Depreciation and Amortization  
     (In thousands)  
     (unaudited)  

Net income

   $ 47,940     $ 42,463  

Add back:

    

Interest expense

     —         —    

Provision for income taxes

     13,073       13,144  

Depreciation and amortization

     5,269       4,693  
  

 

 

   

 

 

 

Earnings before interest, taxes, depreciation and amortization

   $ 66,282     $ 60,300  
  

 

 

   

 

 

 
     Free Cash Flow  
     (In thousands)  
     (unaudited)  

Cash flow from operating activities

   $ 31,439     $ 30,549  

Add back:

    

Net (sales) purchases of corporate debt trading investments

     (3,054     1,196  

Less:

    

Purchases of furniture, equipment and leasehold improvements

     (2,278     (4,149

Capitalization of software development costs

     (3,590     (3,172
  

 

 

   

 

 

 

Free cash flow

   $ 22,517     $ 24,424  
  

 

 

   

 

 

 

 

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MarketAxess Holdings Inc.

Volume Statistics*

 

     Three Months Ended March 31,  
     2018      2017  
     Total Trading Volume  
     (In millions)  
     (unaudited)  

U.S. high-grade - fixed-rate

   $ 236,523      $ 211,974  

U.S. high-grade - floating-rate

     14,462        7,420  
  

 

 

    

 

 

 

Total U.S. high-grade

     250,985        219,394  

Other credit

     199,943        159,724  

Liquid products

     14,079        15,306  
  

 

 

    

 

 

 

Total

   $ 465,007      $ 394,424  
  

 

 

    

 

 

 
     Average Daily Volume  
     (In millions)  
     (unaudited)  

U.S. high-grade

   $ 4,115      $ 3,539  

Other credit

     3,254        2,557  

Liquid products

     230        247  
  

 

 

    

 

 

 

Total

   $ 7,599      $ 6,343  
  

 

 

    

 

 

 

Number of U.S. Trading Days 1

     61        62  

Number of U.K. Trading Days 2

     63        64  

 

1  The number of U.S. trading days is based on the SIFMA holiday recommendation calendar.
2  The number of U.K. trading days is based on the U.K. Bank holiday schedule.
* Consistent with FINRA TRACE reporting standards, both sides of trades are included in the Company’s reported volumes when the Company executes trades on a matched principal basis between two counterparties.

 

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