UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): July 21, 2021 Nasdaq, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38855 52-1165937 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 151 W. 42nd Street, New York, New York 10036 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (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: ☐ 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)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Common Stock, $0.01 par value per share NDAQ The Nasdaq Stock Market 0.875% Senior Notes due 2030 NDAQ30 The Nasdaq Stock Market 1.75% Senior Notes due 2029 NDAQ29 The Nasdaq Stock Market 1.75% Senior Notes due 2023 NDAQ23 The Nasdaq Stock Market 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 July 21, 2021, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the second quarter of 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7.01. Regulation FD Disclosure. On July 21, 2021, Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2021 on its website at http://ir.nasdaq.com/. Item 8.01. Other Events. On July 21, 2021, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 99.1 Press release dated July 21, 2021 relating to financial results for the second quarter of 2021. 99.2 Press release dated July 21, 2021 relating to the declaration of a quarterly cash dividend. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. 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. Dated: July 21, 2021 NASDAQ, INC. By: /s/ John A. Zecca Name: John A. Zecca Title: Executive Vice President and Chief Legal Officer Exhibit 99.1 NEWS RELEASE NASDAQ REPORTS SECOND QUARTER 2021 RESULTS; DELIVERS 21% INCREASE IN REVENUE COMPARED TO PRIOR YEAR • Second quarter 2021 net revenues1 were $846 million, an increase of 21% over the second quarter of 2020. Compared to the prior year period, Solutions segments2 revenues increased 26% while Market Services revenues increased 13%. • Annualized Recurring Revenue (ARR)3 was $1,808 million in the second quarter of 2021, an increase of 22% from the prior year period. • Second quarter 2021 GAAP diluted earnings per share of $2.05 increased 41% compared to $1.45 in the second quarter of 2020. Second quarter 2021 non-GAAP4 diluted earnings per share of $1.90 increased 23% from $1.54 in the second quarter of 2020. • During the first six months of 2021, the company returned $579 million of cash to investors, including $410 million in share repurchases and $169 million in dividends. NEW YORK, July 21, 2021 - Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the second quarter of 2021. Second quarter 2021 net revenues were $846 million, an increase of $147 million, or 21%, from $699 million in the prior year period. Net revenues reflected a $104 million, or 15%, positive impact from organic growth, a $27 million increase from the inclusion of revenues from the acquisition of Verafin, which was completed during the first quarter of 2021, and a $16 million increase from the impact of favorable changes in FX rates. Solutions segments revenues were $534 million in the second quarter of 2021, reflecting a $76 million, or 18%, positive impact from organic growth, a $27 million increase from the inclusion of revenues from the acquisition of Verafin, and a $8 million increase from the impact of FX. Market Services net revenues were $312 million in the second quarter of 2021, reflecting a $28 million, or 10%, positive impact from organic growth and a $8 million increase from the impact of FX. “Vibrant capital markets activity and expanding corporate and investor demand for financial technology solutions drove a very strong performance for Nasdaq in the first half of the year,” said Adena Friedman, President and CEO, Nasdaq. “Our performance in new listings and trading as well as our focus growing areas like anti-financial crime and buyside workflow solutions sustained year over year revenue growth across all of our businesses. Each of our businesses has expanded both the diversity and depth of their client-base in recent years and that is what underpins the strength and resiliency of the Nasdaq platform as we move through each quarter.” GAAP operating expenses were $470 million in the second quarter of 2021, an increase of $86 million from $384 million in the second quarter of 2020. The increase primarily reflects higher compensation and benefits expense, higher computer operations and data communication expense, higher depreciation and amortization expense, partially offset by lower general, administrative and other expense. 1 Non-GAAP operating expenses were $392 million in the second quarter of 2021, an increase of $65 million, or 20%, compared to the second quarter of 2020. This increase reflects a $24 million, or 7%, organic increase over the prior year period, a $26 million increase from the impact of the Verafin acquisition and a $15 million increase from changes in FX rates. The organic increase primarily reflects higher compensation and benefit expense, higher marketing and advertising expense, higher computer operations and data communication expense, higher depreciation and amortization expense, partially offset by lower general, administrative and other expense. “Our strong net revenue, operating profit and EPS results in the second quarter of 2021 demonstrate both the strength of our diverse offerings and scalability of our increasingly SaaS-oriented business model,” said Ann Dennison, Executive Vice President and Chief Financial Officer, Nasdaq. “We completed the sale of our U.S. Fixed Income business during the second quarter and we expect to initiate an accelerated stock repurchase, or ASR, imminently as part of our effort to offset the related share issuance.” On a GAAP basis, net income in the second quarter of 2021 was $341 million, an increase of 41% compared to $241 million in the second quarter of 2020, including the impact of a $84 million net gain on sale related to the divestiture of our U.S. fixed income business. GAAP diluted EPS was $2.05, an increase of 41% compared $1.45 in the second quarter of 2020. On a non-GAAP basis, net income in the second quarter of 2021 was $316 million, an increase of 23% compared to $256 million in the second quarter of 2020. Non-GAAP diluted EPS totaled $1.90, an increase of 23% from $1.54 in the second quarter of 2020. As of June 30, 2021, the company had cash and cash equivalents of $390 million and total debt of $5,701 million, resulting in net debt of $5,311 million. This compares to total debt of $5,541 million and net debt of $2,796 million at December 31, 2020. During the second quarter of 2021, the company repurchased $248 million in shares of its common stock and repurchased an aggregate of $410 million during the first six months of 2021. As of June 30, 2021, there was $1,459 million remaining under the board authorized share repurchase program, following the board approval in June of an increase in the share repurchase authorization to an aggregate of $1.5 billion.