Cboe Global Markets Reports Results for Second Quarter 2022

Second Quarter Highlights*

• Diluted EPS for the Quarter of $(1.74), Down 278 percent, primarily due to the impairment of goodwill recognized in the Digital reporting unit
• Adjusted Diluted EPS¹ for the Quarter of $1.67, Up 21 percent
• Net Revenue for the Quarter of $424 million, Up 21 percent
• Increases Organic Total Net Revenue Growth² Target for 2022 to 9 to 11 percent, from 5 to 7 percent; Increases Data and Access Solutions Organic Net Revenue Growth² Target to 10 to 13 percent, from 8 to 11 percent
• Increases 2022 Adjusted Operating Expense Guidance² to $659 to $667 million, from $617 to $625 million.

CHICAGO, July 29, 2022 /PRNewswire/ -- Cboe Global Markets, Inc. (Cboe: CBOE) today reported financial results for the second quarter of 2022.

"Cboe delivered strong second quarter results to close out an exceptional first half of 2022. Activity across our ecosystem—cash, data and derivatives—was robust," said Edward T. Tilly, Cboe Global Markets Chairman and Chief Executive Officer. "Many of our newer initiatives, like the extension of trading hours for SPX and VIX Options to nearly 24 hours-a-day, five days-a-week and the addition of Tuesday and Thursday expirations for SPX Weekly options, have outperformed our early expectations in 2022, further accelerating the strong growth across our core businesses. With the closing of the ErisX and NEO acquisitions in the second quarter, the entire Cboe team remains focused on extracting even greater value from the ecosystem we have created. The digital asset market environment has changed dramatically since we closed the ErisX transaction on May 2^nd, which resulted in an accounting adjustment. We believe that the $220 million book carrying value reflects the reality of the market today, but in no way changes our enthusiasm for the digital asset space. We are intently focused on integrating our platforms and positioning Cboe for its next wave of growth in the quarters ahead."

"In the second quarter, Cboe produced record-setting revenue results as overall net revenues grew 21% year-over-year," said Brian N. Schell, Cboe Global Markets Executive Vice President, Chief Financial Officer and Treasurer. "The benefits of the Cboe flywheel were apparent given the strong year-over-year growth from each category during the quarter, with net revenues from derivatives markets¹ growing 30%, data and access solutions¹ up 20%, and cash and spot markets¹ growing 7%. Moving forward, we are increasing our 2022 total organic net revenue growth² expectations, targeting 9% to 11% growth, up from our prior guidance range of 5% to 7%. In addition, our 2022 organic net revenue growth² expectations for our Data and Access Solutions business are increasing to 10% to 13%, up from our prior guidance range of 8% to 11%. The upgraded guidance is a testament to not only the strength of the first half results, but the durability we expect to see in the revenue base moving forward. We look forward to building on the first half momentum with continued investment and integration across the Cboe platform."

Consolidated Second 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 June 30, 2022 and 2021.

• Total revenues less cost of revenues (referred to as "net revenue") of $424.1 million increased 21 percent, compared to $350.6 million in the prior-year period, reflecting increases in net transaction and clearing fees¹ and access and capacity fees. Inorganic net revenue¹ in the second quarter of 2022 was $9.9 million.
• Total operating expenses were $661.5 million versus $160.6 million in the second quarter of 2021, an increase of $500.9 million, primarily due to the impairment of goodwill recognized in the Digital reporting unit, driven by negative events and trends in the broader digital asset environment. Adjusted operating expenses¹ of $157.0 million increased 22 percent compared to $128.3 million in the second quarter of 2021, primarily due to the acquisitions of Cboe Asia Pacific, ErisX, and NEO, as well as an increase in salaries, wages, and bonuses resulting in higher compensation and benefits.
• The effective tax rate for the second quarter of 2022 was 28.2 percent compared with 41.1 percent in the second quarter of 2021. The decrease is primarily due to the remeasurement of UK deferred tax liabilities following the UK tax rate increase from 19 percent to 25 percent enacted during the second quarter of 2021 and effective April 1, 2023. The effective tax rate on adjusted earnings¹ was 28.4 percent compared with 30.1 percent in last year's second quarter. The lower effective tax rate in the second quarter of 2022 was primarily due to changes in income tax reserves in the second quarter of 2021.
• Diluted EPS for the second quarter of 2022 decreased 278 percent to $(1.74). Adjusted diluted EPS¹ of $1.67 increased 21 percent compared to 2021's second quarter results.

Business Segment Information:

Discussion of Results by Business Segment¹:

Options:

• Options net revenue of $235.3 million was up $56.7 million, or 32 percent, from the second quarter of 2021, due to double-digit increases in net transaction and clearing fees², access and capacity fees, and market data. Net transaction and clearing fees increased primarily as a result of a 46 percent increase in Index options trading volumes versus the second quarter of 2021, along with a 7 percent increase in Index options revenue per contract ("RPC") for the quarter. Access and capacity fees and market data fees were each 29 percent higher than second quarter 2021.
• Net transaction and clearing fees² increased $54.6 million, or 41 percent, reflecting an 18 percent increase in total options average daily volume ("ADV") and a 21 percent increase in total options RPC compared to the second 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 7 percent as higher-priced SPX options accounted for a higher percentage of Index options volume.
• Cboe's Options business had total market share of 33.2 percent for the second quarter of 2022 compared to 30.4 percent in the second quarter of 2021, primarily reflecting an increase in Cboe's multi-listed options market share for the quarter of 28.3 percent compared to 26.8 percent in the second quarter of 2021.

North American (N.A.) Equities:

• N.A. Equities net revenue of $92.7 million was up $3.5 million, or 4 percent, primarily due to higher access and capacity fees and transaction and clearing fees. Year-over-year declines in industry market data offset some of the growth in the segment. Transaction and clearing fees were impacted by higher N.A. equities industry volumes as compared to the second quarter of 2021. Net capture was flat in the second quarter of 2022, when comparing year over year.
• Cboe U.S. Equities exchanges had market share of 13.6 percent for the second quarter of 2022 compared to 14.3 percent in the second quarter of 2021, negatively impacted by pricing changes that drove a higher net capture.

Europe and Asia Pacific (APAC):

• Europe and APAC net revenue of $49.9 million increased by 20 percent, reflecting growth in European equities and clearing, and the addition of Cboe Asia Pacific in July 2021, which contributed $8.2 million in net revenue. European Equities average daily notional value ("ADNV") for the overall market was up 12 percent during the quarter and ADNV traded on Cboe European Equities was €10.9 billion, up 49 percent from last year's second quarter. Net capture decreased 11 percent for the quarter, reflecting a mix shift with the strongest gains coming in Lit market share, outpacing the growth in higher-capture Cboe BIDS Europe and Periodic Auction services, as well as from the impact of volume pricing tiers with higher volumes and higher market share.
• For the second quarter of 2022, Cboe European Equities had 23.2 percent market share, up from 17.4 percent in the second quarter of 2021, as a result of positive momentum across all orderbooks, with a particular strength in Lit markets and record Cboe BIDS Europe market share.

Futures:

• Futures net revenue of $29.6 million increased $2.2 million, or 8 percent, due to increases in net transaction and clearing fees², access and capacity fees, and market data.
• Net transaction and clearing fees² increased $0.8 million, or 4 percent, reflecting slight upticks in both ADV and RPC.

Global FX:

• Global FX net revenue of $16.6 million increased 20 percent, primarily as a result of higher net transaction and clearing fees². ADNV traded on the Cboe FX platform was $39.6 billion for the quarter, up 22 percent compared to last year's second quarter and net capture per one million dollars traded was $2.71 for the quarter, flat compared to $2.71 in the second quarter of 2021.
• Cboe FX market share was 17.0 percent for the quarter compared to 16.3 percent in last year's second quarter.

2022 Fiscal Year Financial Guidance

Cboe provided guidance for the 2022 fiscal year as noted below.

• Organic net revenue growth¹ is expected to be in the range of 9 to 11 percentage points in 2022, up from previous guidance of 5 to 7 percentage points.
• Reaffirmed revenue from acquisitions held less than a year¹ is expected to contribute total net revenue growth in a range of 2 to 3 percentage points in 2022.
• Organic net revenue¹ from Data and Access Solutions is now expected to increase by approximately 10 to 13 percent in 2022, from a base of $419 million in 2021, up from previous guidance of 8 to 11 percent.
• Adjusted operating expenses¹ in 2022 are now expected to be in the range of $659 to $667 million, from a base of $531 million in 2021, up from previous guidance of $617 to $625 million. The updated 2022 guidance considers incremental investment spend in technology and headcount to support Cboe's numerous growth initiatives, deals closed during 2021 but not fully reflected in the 2021 cost base, recent acquisitions of NEO and ErisX and increases in core expenses. The guidance excludes the expected amortization of acquired intangible assets of $125 million; the company plans to reflect the exclusion of this amount in its non-GAAP reconciliation.¹
• Reaffirmed depreciation and amortization expense for 2022, which is included in adjusted operating expenses above, is expected to be in the range of $40 to $44 million, excluding the expected amortization of acquired intangible assets.
• Reaffirmed the effective tax rate¹ on adjusted earnings for the full year 2022 is expected to be in the range of 27.5 to 29.5 percent. Significant changes in trading volume, expenses, tax laws or rates and other items could materially impact this expectation.
• Reaffirmed capital expenditures for 2022 are expected to be in the range of $47 to $52 million.

Capital Management

At June 30, 2022, the company had adjusted cash¹ of $349.1 million. Total debt as of June 30, 2022 was $1,959.2 million.

The company paid cash dividends of $51.2 million, or $0.48 per share, during the second quarter of 2022 and utilized $15.6 million to repurchase 147 thousand shares of its common stock under its share repurchase program at an average price of $106.12 per share. As of June 30, 2022, the company had approximately $233.3 million of availability remaining under its existing share repurchase authorizations.

Earnings Conference Call

Executives of Cboe Global Markets will host a conference call to review its second-quarter financial results today, July 29, 2022, at 8:30 a.m. ET/7:30 a.m. CT. The conference call and any accompanying slides will be publicly available via live webcast from the Investor Relations section of the company's website at www.cboe.com under Events & Presentations. Participants may also listen via telephone by dialing (877) 255–4313 from the United States, (866) 450–4696 from Canada or (412) 317–5466 for international callers. Telephone participants should place calls 10 minutes prior to the start of the call. The webcast will be archived on the company's website for replay. A telephone replay of the earnings call also will be available from approximately 11:00 a.m. CT, July 29, 2022, through 11:00 p.m. CT, August 6, 2022, by calling (877) 344–7529 from the U.S., (855) 669–9658 from Canada or (412) 317–0088 for international callers, using replay code 10160639.

About Cboe Global Markets

Cboe Global Markets (Cboe: CBOE), a leading provider of market infrastructure and tradable products, delivers cutting-edge trading, clearing and investment solutions to market participants around the world. The Company is committed to operating a trusted, inclusive global marketplace, and to providing leading products, technology and data solutions that enable participants to define a sustainable financial future. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, FX, and digital assets, across North America, Europe, and Asia Pacific. To learn more, visit www.cboe.com.

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; 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, 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 SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2021 and other filings made from time to time with the SEC.

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 reclassification.

CBOE-F

Trademarks:
Cboe^®, Cboe Global Markets^®, Cboe Volatility Index^®, Bats^®, BIDS Trading^®, BZX^®, BYX^®, Chi-X^®, 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.

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.

U.S. Equities - Exchange, "net capture per 100 touched shares" refers to transaction fees less liquidity payments and routing and clearing costs divided by the product of one-hundredth ADV of touched shares on BZX, BYX, EDGX and EDGA and the number of trading days. U.S. Equities – Off-Exchange data reflects BIDS Trading. For U.S. Equities – Off-Exchange, "net capture per 100 touched shares" refers to transaction fees less order and execution management system (OMS/EMS) fees and clearing costs divided by the product of one-hundredth ADV of touched shares on BIDS Trading and the number of trading days for the period.

Canadian Equities, "net capture per 10,000 shares" refers to transaction fees divided by the product of one-ten thousandth ADV of shares for MATCHNow and the number of trading days. Total market share represents MATCHNow volume divided by the total volume of the Canadian Equities market. TSX listed volume market share represents MATCHNow volume divided by the total volume in TSX listed equities. Canadian Equities data does not include NEO data.

European Equities, "net capture per matched notional value" refers to transaction fees less liquidity payments in British pounds divided by the product of ADNV in British pounds of shares matched on Cboe Europe Equities and the number of trading days. "Trades cleared" refers to the total number of non-interoperable trades cleared, "Fee per trade cleared" refers to clearing fees divided by number of non-interoperable trades cleared, "Net settlement volume" refers to the total number of settlements executed after netting, and "Net fee per settlement" refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting. Asia Pacific data reflects the acquisition of Cboe Asia Pacific (formerly Chi-X Asia Pacific) effective July 1, 2021. Australian Equities "Net capture per matched notional value" refers to transaction fees less liquidity payments in Australian dollars divided by the product of ADNV in Australian dollars of shares matched on Cboe Australia and the number of Australian Equities trading days. Japanese Equities "Net capture per matched notional value" refers to transaction fees less liquidity payments in Japanese Yen divided by the product of ADNV in Japanese Yen of shares matched on Cboe Japan and the number of Japanese Equities trading days.

Global FX, "net capture per one million dollars traded" refers to transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction. Market Share represents Cboe FX volume divided by the total volume of publicly reporting spot FX venues (Cboe FX, EBS, Refinitiv, and Euronext FX).

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.

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, Cboe Global Markets has disclosed certain non-GAAP measures of operating performance. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. The non-GAAP measures provided in this press release include net transaction and clearing fees, adjusted operating expenses, adjusted operating income, organic net revenue, inorganic net revenue, adjusted operating margin, adjusted net (loss) income allocated to common stockholders and adjusted diluted earnings per share, effective tax rate on adjusted earnings, adjusted cash, EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin.

Management believes that the non-GAAP financial measures presented in this press release, including adjusted operating income, organic net revenue and adjusted operating expenses, 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.

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, 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.

SOURCE Cboe Global Markets, Inc.