Nasdaq Inc - 144A (NDAQ) — Q2 2015 Earnings Call Transcript

Good morning everyone and thanks for joining us today to discuss Nasdaq's second quarter 2015 earnings results. On the line are Bob Greifeld, our CEO; Lee Shavel, our CFO; our Co-Presidents, Adena Friedman and Hans-Ole Jochumsen; Ed Knight, our General Counsel; and other members of the management team. After prepared remarks, we'll open up to Q&A. The press release and presentation are on our website. We intend to use the website as a means of disclosing material, non-public information and complying with disclosure obligations under SEC Regulation FD. I'd like to remind you that certain statements in this presentation and during Q&A may relate to future events and expectations and, as such, constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from these projections. Information concerning factors that could cause actual results to differ from forward-looking statements is contained in our press release and periodic reports filed with the SEC. I now will turn the call over to Bob.

Thank you Ed and good morning everyone, and thank you for joining us today to discuss Nasdaq's second quarter 2015 results. We are very pleased with our performance in the second quarter and with the continued strong momentum being generated across all our businesses. We again delivered record results for our shareholders in terms of non-GAAP operating profit, pre-tax income, net income and EPS. Non-GAAP revenue was $518 million, with improving organic growth and a continuation of especially strong performance across our foundational businesses, Listing Services and Cash Equity. In addition to our solid organic growth performance, we also maintained our focus on running this business as effectively and efficiently as possible, which as you've heard me say before, will always be a hallmark of this organization. As such, we continued to see operating margins move in a positive direction, up year-over-year and remaining at multi-year highs. This is indeed encouraging and indicative of the team's focus and strong execution. Lee will go into greater detail on the numbers in a few minutes. When I look across our franchise today, there are a multitude of positive developments including strong performance in our core business, marked progress with acquisitions and a number of important product launches and initiatives we have in our pipeline. I would like to highlight a few areas where our intense customer focus continues to be the fuel that drives this organization forward and enables us to consistently perform at a very high level. Let me provide you with a few examples. One of the more important undertakings for Nasdaq and our customers is our new energy's futures market, Nasdaq Futures Exchange, NFX. NFX will begin trading tomorrow. We started this based upon a strong dialogue with our customers and our customers' desire for a more efficient and cost-effective alternative that has been the driving force behind the design and execution of our solution. As a result of the work we have done, we have a broad coalition of partners who have become members and connected to the service and includes 16 FCMs. We also have a large number of market makers over a dozen. And we have a half dozen ISVs which will provide the front-end trading software support. Because of our efficient model and our ability to leverage our technology, pricing will be a clear differentiator. In some cases, we will be less than half of what our competitors charge. Horizontal clearing will be the other key differentiator. We are partnering with OCC and this will allow our customers to have greater control and choice in their clearing operations. NFX is a clear continuation of our strategy to expand our capabilities in core businesses that do more for our customers and will drive new growth opportunities. I look forward to reporting to you more about the progress with NFX in the quarters to come. Another good example of where our strong commitment to our clients has enabled us to drive new opportunities is Nasdaq Private Market. While we continue to experience one of the most robust IPO and listings environments in recent memory and we are the leading venue for IPOs with a 70% win rate, we also in addition to our continued strong progress in Nasdaq Private Market during the quarter, we added 25 companies to NPM in the second quarter expanding the user base by one-third. NPM now has over 100 customers worldwide, including leading companies such as Pinterest, DocuSign and Business Insider to name a few. And it is still very early days. Through the NPM platform, we enable companies to meet their liquidity, capital table management and other corporate needs. We're looking to further enhance our platform through new and innovative ways by piloting a blockchain technology initiative, partnering with Chain, for the clearance and settlement of these transactions. Equally important, NPM enables us to cultivate relationships with these early-stage growth companies and their investors much earlier in their life cycle and will open doors to other opportunities in our Listings and Corporate Solutions businesses. Acquisitions have been strategically important to expanding our portfolio and improving our ability to serve clients. Let me provide you with a few highlights. Our index business, part of our Information Services segment, has really been one of the foundational businesses for Nasdaq over the years and has been a growth driver as we have expanded our indices beyond Nasdaq listed benchmark products. In particular, Nasdaq has spent the past five years working with our ETF sponsor partners and with investors to develop and launch outcome-oriented Smart Beta Index products. Most notably, our Dividend Achiever ETFs, Buyback ETFs and our BulletShares ETFs. In response to ever-growing investor interest in the Smart Beta investment strategies, in January, we added to our businesses Dorsey, Wright. I am happy to report that this business was immediately accretive to our earnings and more importantly continues to outperform our growth and return expectations, contributing meaningfully to our Information Services segment record revenues during the quarter. Assets under management in DWA license exchange-traded products have risen over 75% since our late January closing of the acquisition. Around that time on the fourth quarter 2014 earnings call, we said we expected $5 million per quarter in incremental revenue from DWA, but growth has since driven that second quarter contribution to over $8 million in the quarter. We are also working on multiple fronts to accelerate this already strong growth in this business by increasing our investment in new product development and sales capability.

Thanks Bob. The following comments will focus on our non-GAAP results. Reconciliations of GAAP to non-GAAP results can be found in the attachments to our press release and in the presentation that's available on our website at ir.nasdaq.com. I want to start off as I did the last few quarters, by highlighting the impact that the stronger dollar had on our results, as it obscures in many cases, solid organic growth that we saw in the business. Revenues of $518 million were reduced by $29 million from the prior-year quarter as a result of the stronger dollar. And excluding foreign exchange and acquisition impacts, revenues were up $16 million or 3%, with 3% organic growth both across the non-trading segments as well as in Market Services. Operating income growth was 6% excluding the impact of foreign exchange. In order to provide greater understanding of these effects on the business units, we continue to provide a schedule of the FX impact on the revenues for each business unit on page 15 of the presentation. I'll start by reviewing second quarter revenue performance relative to the prior-year quarter as shown on page three of the presentation. The 1% or $5 million decline in reported net revenue of $518 million consisted of organic growth in the non-trading segments of $10 million or 3% from growth in Listings, Information Services and Market Technology and $8 million in revenues from the DWA acquisition, partially offset by a $15 million impact of FX for a net $3 million increase in reported revenues and organic growth in Market Services. Net revenues of $6 million or 3%, the result of higher Cash Equity revenues, partially offset by lower Equity Derivative and FICC trading revenue, coupled with a $14 million FX headwind for a net $8 million reported decline. And if we move to page four in the presentation, we show how organic growth breaks down historically between the non-transaction, Information Services, Technology Solutions and Listing Services segments, which had 3% organic growth this quarter, steady with the prior quarter and the volume-sensitive Market Services segment at 3% organic growth for the quarter. On the bottom of this page, we reiterate our views on the medium-term organic growth outlook for the non-transactional segments. As I've said in the past, these views were meant to reflect multi-year cross-cycle periods and actual growth in shorter periods can be above or below these ranges. I'm now going to go over some highlights within each of our reporting segments. All comparisons will be made to the prior-year period unless otherwise noted.

I want to talk a little about our blockchain initiative, which is another example of our maniacal focus on how to leverage new and innovative technologies to develop efficient and effective client-centered solutions. As a technology company and the inventor of electronic trading, Nasdaq is in the business of innovating, developing and adapting new technologies with the goal of delivering global capital market efficiency. We believe that blockchain technology holds great promise in allowing capital markets to operate more efficiently, while simultaneously providing greater transparency and security, all of which are fundamental to the public interest. We are currently exploring the use of blockchain technology in Nasdaq Private Markets. We're targeting the initial release of this technology in the fourth quarter of 2015. We also plan to announce further blockchain initiatives in the future. The application of blockchain technology within Nasdaq's Private Markets aims to modernize, streamline and really secure cumbersome administrative functions and simplify the overwhelming challenges private companies face with manual ledger record-keeping. We see many applications beyond Private Markets. It is early days but we see blockchain technology as holding great potential to provide increased efficiencies to the broad financial sector and all its members. We are taking significant, but measured steps so that we are certainly positioned to be a central part of this disruptive technology. In closing, the results we delivered this quarter, as well as those examples that I outlined here today, illustrate our strong client-centric focus, our ability to execute and to run this business both efficiently and effectively. They are the essential elements that drive our performance and the results we deliver. We are very pleased with our performance this quarter and it's certainly an exciting time to be here at Nasdaq with NFX, Nasdaq's IR Insights, Dorsey, Wright and all the other products and initiatives we have in our pipeline. We are poised to continue to grow this franchise for months and quarters to come. And with that, I'll turn the call over to Lee.

Operator, can we open the line up to Q&A?

Yeah. Good morning Bob. Good morning Lee.

How are you doing Rich?

Doing good, Bob. The one question if I got the one, but you had a significant increase in the – with your equity, U.S. equity revenue capture. I know it was lower volume and mix shift, but you also did some pricing tweaks. And I guess I'm just trying to balance, but that's positive, the market share is down to about 18.5%. I guess in the past you've talked about maintaining market share because of the overall enterprise importance of having significant share. So how do you balance off again market share – you're doing well with the revenue capture, if it can stay that high – but is there some market share that you're going to have to defend and that you will need to adjust the revenue capture down?

All right so, let me say two things. One we always seek to balance share versus capture. And I'd make the general statement that our capture rate is probably at the high end of our expectations and our share is slightly below our expectations. So you probably see us have a little readjustment of the balancing. But overall, I'd say we're pleased with the balance that we have today. With respect to the second part of your question, it's important to recognize that with Tape C, we are by far and away, the largest trading venue in those stocks and that's what we pay particular attention to.

Hi, good morning. Just a question on the Corporate Solutions business. It looks like you had pretty good incremental margins, I'm wondering if you can update us on how much of the projected cost savings you've got in there, and if you can give us a little bit more color on what drove the sequential increase in revenues, if there are any puts and takes there.

Yeah. So in terms of where we stand on projected cost savings, I would describe it as we are ahead of plan as we've said in the past in achieving the cost savings in the overall business. But we still have yet to complete the full transition. And so are still bearing some duplicative costs on multiple platforms. In terms of the improvement this quarter, I think we've continued to see the benefit of some revenue momentum within the business as well as the cost savings that we've been able to achieve as a function of just ongoing integration, some of the restructuring efforts that we've taken in the past quarter and then some also business mix shifts in the quarter relative to the prior year that generated higher margins. So I think it's a combination of all of the above that have driven us to that improvement.

And I would say that while we're on track for our cost savings, it's important to recognize that we still have been focused on effectiveness first with this business and I think Adena and team are doing a great job to get us to that effective stage. And then there would be more of a maniacal focus on cost efficiency. But right now, we're making sure that we're delivering the best product to our customer as possible in the best possible way and obviously focused on spending a lot of time, effort and money with our next-gen platform, which I said in my prepared remarks, we're happy that's really moving from the beta stage to a production stage for a limited set of our customers.

Good morning guys.

How are you doing?

Good. Just within the Technology Solutions segment, I'm just wondering maybe if you could give us a little bit more color just in terms of how to think about the trajectory of revenue going forward, maybe within Corporate Solutions, like how long is the sales cycle for the next-generation IR platform. And within Market Technology, the order backlog looks good. The big chunk of that is Borsa Istanbul. I was just wondering when exactly it will be coming online.

Okay. So one, I say the important thing is that we see increasing acceptance from the customers of the product set. As I said in my prepared comments, the response has been overwhelming and that will always precede increasing revenues. So we're doing all the right things.

So in terms of the sales cycle for an IR client, it can honestly be as short as a month or as long as four months. I think that it just depends on how ready they are to make a decision and whether or not they do a very thorough analysis or whether they understand that we have the best solution right off the bat. And so it really depends. We will be spending most of 2016 making sure we upgrade our clients to the new platform in addition to selling new clients with the new platforms, so that will be a transition period for us. In terms of Market Technology, the Borsa Istanbul project is on track. But we will not be completing that project until the second half of next year. So that's when you will start to see the revenue come online.

Yeah, Chris this is Lee. Just to add to that, from an accounting standpoint, there are some changes in revenue recognition rules that are coming into play that we expect under the current accounting rules we may begin to recognize some of that revenue in 2017. But I want to make it clear, look, apart from how – what happens from an accounting standpoint, this is very substantial from a cash flow standpoint for us. There is really value that may not be fully reflected in the GAAP results. And we're happy to kind of talk more about the significance; it is one of the largest market technology contracts that we've signed in the business. So it has a meaningful effect. And then in terms of ongoing growth across Technology Solutions, we continue to support the mid-single digits growth across Technology Solutions as a whole. I think it's important to recognize that for the remainder of 2015, as we finalize the integration of Corporate Solutions that we are expecting stable, but not a significant growth in revenues within that business recognizing that we're, as Bob said, focused on effectiveness first within that business, but longer-term, we continue to be very optimistic about the achievement of those growth targets in that business.

Good morning.

How are you doing?

Doing well. Just wondering, I heard you comment on capital management, but how are you thinking about doing smaller deals out there similar to a Dorsey or that you had a lot of success with?

Great question. So one is we continue to see a deal market where the valuations are frothy. Some could argue are irrational, so we're not going to participate at that level. But there are a lot of deals that we do look at. We have a firm discipline in place in terms of how we evaluate these transactions. To the extent there is better value on the smaller end where we can leverage our branding and our distribution capability, those are particularly attractive to us. So the answer is yes, we'd like to do more of those type deals, but the pricing has to be right and the situation really has to represent in many ways a perfect storm of opportunity with the core value being that we're leveraging our mother ship in some fundamental way.

Hi. Good morning folks.

How are we doing?

Bob, maybe can you talk a little bit more about the NFX game plan that's starting up tomorrow. Maybe some goals in terms of market share intermediate to longer-term revenue contribution and again some maybe just highlight some differences versus the NLX initiative and whether you may retool the NLX initiative based on what you might be seeing at NFX in the future?

Yeah. Great question. So let me start by saying that NLX I think had a strong quarter. Not visible obviously in the financials of the market share. But with respect to engagement with our customers we had one of the large banks come live for the first time on NLX just last week and on discussions with the proposed members of NLX 2.0 continues and we're also happy to have come to a successful conclusion with our partners on NLX 1.0. So that's there. We're still excited by their prospects. With respect to NFX, I think a key differentiator is you have a broad base of support and I have to say the support has gone somewhat viral from the natural providers of liquidity to the major banks to the FCMs, to the market-making firms. You name it, they all seem to be wanting to be involved with this initiative. So that's been, I think, relatively easier than NLX straightforward. As I said, we certainly were the spark, the catalyst, but we were touching a nerve that obviously the customers wanted us to and they are anxious to have some competition in this space. And you know in our options business we have a revenue per contract in the teens call it $0.16 or $0.18. We see in this world that the revenue per contract is about $1.38 to $1.42. We could come in at half that price and obviously be quite happy with the margin we'll get. And as important as that is the fact that OCC represents a horizontal clearing alternative similar to NLX with LCH. And when we talk to our customers, there is not one customer we run into that says, boy, I really like being in a vertical monopoly. So we're trying to address the customer need there. So we're enjoying broad customer support. It's also important to recognize that the structure of NFX strongly encourages people to be active participants I think in a more fulsome way than we had with the original NLX. So we think that will yield a positive outcome. So we're all excited here about day one. We want to start slow and then build from there.

That's helpful. Do you have a sense of what kind of market share you would try to be achieving to get scale to build the liquidity in the product?

I think our traditional measure is you need about 10% market share to have a reasonable depth in liquidity in your book and so that's our target over the next 18 months to get to the 10% number.

No, within 18 to 24 months, we...

I said 18 not 24 months.

...have already seen the last couple of weeks that even the utilities in this market have also been very keen to be connected to the market. So it's not only the usual market participants, it is also utilities, the big utilities in U.S. who want to be part of this new venture.

As good as our sales pitch is, there is definitely a viral aspect to this effort.

Hi, thanks for taking my question. I guess, if I can turn to Listings business, it looks like you're experiencing really solid growth there with revenue up about 15% year-on-year on a constant currency basis. I guess, can you just give us some more info as to what exactly you're changing on the pricing side? Is it tweaking both the initial and annual listing fees? I guess, I'm just trying to better understand the sustainability of the revenue growth here as we're looking out over the next couple of years. Thanks.

Yeah. So I'll say a couple of things and then turn it over to Adena. So one is, I would also highlight on the Listings side the strong performance in the Nordics and that gets overlooked a little bit I think too much. And it really has been a remarkable success we've had there. With respect to the U.S., we are here at the market site today and it's been a wonderful week. We had the PayPal spinout happen and then yesterday Blue Buffalo had obviously a very successful IPO. And we're also very happy to win Pure Storage a week or so ago and as we said before, we have a 70% win rate. So we have a high degree of issuance. We have an increased win rate and that certainly is contributing to our performance.

So in terms of the pricing change, we announced the pricing change in the fall and it was primarily related to the annual listing fees. And we also announced the potential impact of that as we went into the fourth quarter earnings. And we are experiencing the benefit of that pricing change. The most notable change really is at the top end of our fees, where we are now allowing issuers to opt into an all-inclusive fee, which means that they will no longer be subject to any listing of additional shares fees or any other administrative fees and there is a maximum charge for a listing based on their shares outstanding is $155,000 a year. And we did see significant opt-in to that pricing level and we'll continue to offer that option over the next few years. So we've just seen a lot of success in the adoption of the fees that we've put out for the firm. And frankly a lot of support for that all-in all-inclusive fee.

Thanks. Good morning.

Chris, how are you today?

Hey, doing well, Bob. Follow-up on Corporate Solutions. Thanks for the detail on the sales cycle for next-gen IR. Just wondering if you guys can clarify when exactly you are planning to launch that. Is that still, I think, I remember it being Q4. And along with that when you guys do launch, are you anticipating making any pricing changes, given the positive feedback you've been getting from potential customers?

So I would say one, we have a version of the product coming out in the July-August timeframe, which will address a very small subset of the users. So that's a good experience for us and a good ramp in terms of we get to test the underlying technology, get some user responses. Meantime, we'll be working on the full production release and your data is correct. So we expect to have a product in place that should address 85% of the market by the end of this year. So we're excited about that. In the beginning, the pricing is not our focus, it's to make sure it's the best product, but we certainly think we have upside to both the revenue side and probably as importantly I think with the new product deployment, once we get beyond the dual cost structure, we'll have a simpler way to deploy this product which should represent improved margins over time.

Thanks guys. Just a question on the Information Services segment. I guess like two parts. Just on the Index Licensing and Services, obviously you've seen some good traction there. Just wanted to get the outlook, particularly, with DWA, given that business in terms of what you see or where you see the growth coming from. And then, Lee, maybe just on the data part of the business, given that we do have some of the audit adjustments each quarter, just wanted to get an outlook for the second half of the year there.

Right. So I'll start with the broad strategic direction we have. So we certainly believe that passive investing, represented by indexing, will continue to grow as a percent of assets under management. But then we also think within that category Smart Beta will grow even faster. And that we recognize that passive investing has somewhat of a natural ceiling because you are bound by a set of predetermined rules. So Smart Beta allows you to put some more intelligence into the passive space and witness not just the DWA acquisition, but obviously Dividend Achievers and some internal products that we're developing. So that certainly represents – I'm looking at Adena and putting some pressure on her a double-digit growth opportunity over time, right Adena?

I would agree based on the overall growth of Smart Beta.

Yeah, so Michael, I'm glad you asked the question. Just a kind of – there were a lot of moving pieces in the Information Services business. And so as you noted, there was a $6 million change in the overall audit revenues year-over-year, that audit revenues were down $6 million in this quarter. And I think it's important to understand, if you want to try to get to kind of a clear organic growth for the quarter year-over-year and you take the operating impact that is ex-FX increase of $9 million and you take out the DWA impact of $8 million for the quarter, but then also keep audit flat from the year-over-year period, our Information Services revenue would have been up $7 million or 6%, which is very consistent with the revenue growth guidance that we have given for that segment. And I think that's a reasonable basis as we look out over the longer term for that. I do think that from an audit revenue standpoint, we're seeing kind of a stabilization in that revenue and so we may have from quarter-to-quarter some upside or downside, but I think the level that we're at right now is a good baseline to use.

Hi good morning. On Nasdaq Private Market, are there metrics that you are seeing that show that the 100 or so companies that are signed up are utilizing the services offered? So either metrics on kind of, secondary transactions or capital raise or something on access to liquidity. And then what are the next steps for NPM?

Sure. Great question. So I would say, one, let's start with the initial focus and that's cap table management. So we have clear metrics on how many customers are using that and how sophisticated their use is of cap table. And that's kind of our first foray into the customers. Then the second stage, we run liquidity programs for them and we track one, the size of the liquidity program and then two, how often they're running it. And then as we evolve over time, it's going to be how broad the participation is in those liquidity programs. Typically they are employee programs today but we certainly see the ability to evolve to a credit investors or early-stage VC firms participating in some of those liquidity programs. So we definitely are one excited about the progress in a short period of time. Definitely see this market evolving. And we definitely pay very close attention to what I call the non-financial metrics, which you are looking at now this – kind of, referencing now, which will really gauge our progress in the medium term.

Another great quarter for Nasdaq. Record earnings on a number of different measurements, so we're proud of that. But I also say, we're most proud of the fact that we are again well-positioned in each of our businesses and I think are taking the lead in innovating in a number of those businesses in our pipeline and our new products coming are I think incredibly strong, so we are fundamentally excited about our prospects going forward. We appreciate your support and look forward to getting back together with you next quarter. Thank you.