Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38860 | ||
Entity Registrant Name | Tradeweb Markets Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-2456358 | ||
Entity Address, Address Line One | 1177 Avenue of the Americas | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | 646 | ||
Local Phone Number | 430-6000 | ||
Title of 12(b) Security | Class A common stock, par value $0.00001 | ||
Trading Symbol | TW | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 19.7 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates by reference portions of the Registrant’s Proxy Statement for its 2022 Annual Meeting of Stockholders. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001758730 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 107,009,807 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 96,933,192 | ||
Class C Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 1,654,825 | ||
Class D Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 28,873,139 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | New York, New York |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 972,048 | $ 791,280 |
Restricted cash | 1,000 | 1,000 |
Receivable from brokers and dealers and clearing organizations | 0 | 368 |
Deposits with clearing organizations | 20,523 | 11,671 |
Accounts receivable, net of allowance for credit losses of $273 and $243 at December 31, 2021 and 2020, respectively | 129,937 | 105,286 |
Furniture, equipment, purchased software and leasehold improvements, net of accumulated depreciation and amortization | 31,060 | 33,814 |
Lease right-of-use assets | 20,496 | 29,437 |
Software development costs, net of accumulated amortization | 156,203 | 168,030 |
Goodwill | 2,780,259 | 2,694,797 |
Intangible assets, net of accumulated amortization | 1,180,016 | 1,182,034 |
Receivable from affiliates | 3,313 | 111 |
Deferred tax asset | 618,970 | 579,562 |
Other assets | 76,355 | 82,460 |
Total assets | 5,990,180 | 5,679,850 |
Liabilities | ||
Payable to brokers and dealers and clearing organizations | 0 | 252 |
Accrued compensation | 154,824 | 129,288 |
Deferred revenue | 24,930 | 23,193 |
Accounts payable, accrued expenses and other liabilities | 38,832 | 42,692 |
Employee equity compensation payable | 0 | 1,900 |
Lease liabilities | 24,331 | 34,463 |
Payable to affiliates | 4,860 | 5,142 |
Deferred tax liability | 21,011 | 19,425 |
Tax receivable agreement liability | 412,449 | 404,332 |
Total liabilities | 681,237 | 660,687 |
Commitments and contingencies (Note 17) | ||
Equity | ||
Preferred stock, $0.00001 par value; 250,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 4,401,366 | 4,143,094 |
Accumulated other comprehensive income (loss) | 1,604 | 4,314 |
Retained earnings | 242,623 | 156,041 |
Total stockholders’ equity attributable to Tradeweb Markets Inc. | 4,645,595 | 4,303,451 |
Non-controlling interests | 663,348 | 715,712 |
Total equity | 5,308,943 | 5,019,163 |
Total liabilities and equity | 5,990,180 | 5,679,850 |
Class A Common Stock | ||
Equity | ||
Common stock | 1 | 1 |
Class B Common Stock | ||
Equity | ||
Common stock | 1 | 1 |
Class C Common Stock | ||
Equity | ||
Common stock | 0 | 0 |
Class D Common Stock | ||
Equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for credit losses | $ 273 | $ 243 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 106,286,821 | 98,075,465 |
Common stock, shares outstanding (in shares) | 106,286,821 | 98,075,465 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (in shares) | 96,933,192 | 96,933,192 |
Common stock, shares outstanding (in shares) | 96,933,192 | 96,933,192 |
Class C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 1,654,825 | 3,139,821 |
Common stock, shares outstanding (in shares) | 1,654,825 | 3,139,821 |
Class D Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 28,873,139 | 30,871,381 |
Common stock, shares outstanding (in shares) | 28,873,139 | 30,871,381 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues | ||||
Total revenue | $ 1,076,447 | $ 892,659 | $ 775,566 | |
Expenses | ||||
Employee compensation and benefits | 407,260 | 349,658 | 329,457 | |
Depreciation and amortization | 171,308 | 153,789 | 139,330 | |
Technology and communications | 56,189 | 47,500 | 39,285 | |
General and administrative | 32,153 | 34,822 | 34,960 | |
Professional fees | 36,181 | 28,875 | 28,029 | |
Occupancy | 14,528 | 14,660 | 14,686 | |
Total expenses | 717,619 | 629,304 | 585,747 | |
Operating income | 358,828 | 263,355 | 189,819 | |
Tax receivable agreement liability adjustment | [1] | 12,745 | 11,425 | 33,134 |
Net interest income (expense) | (1,590) | (316) | 2,373 | |
Income before taxes | 369,983 | 274,464 | 225,326 | |
Provision for income taxes | (96,875) | (56,074) | (52,302) | |
Net income | 273,108 | 218,390 | 173,024 | |
Net income attributable to Tradeweb Markets Inc. and non-controlling interests | 273,108 | 218,390 | 130,672 | |
Less: Net income attributable to non-controlling interests | 46,280 | 52,094 | 46,903 | |
Net income attributable to Tradeweb Markets Inc. | $ 226,828 | $ 166,296 | $ 83,769 | |
Earnings per share: | ||||
Basic (in dollars per share) | [2],[3] | $ 1.13 | $ 0.92 | $ 0.57 |
Diluted (in dollars per share) | [2],[3] | $ 1.09 | $ 0.88 | $ 0.54 |
Weighted average shares outstanding: | ||||
Basic (in shares) | [2],[3] | 201,419,081 | 180,409,462 | 148,013,274 |
Diluted (in shares) | [2],[3] | 207,254,840 | 188,223,032 | 156,540,246 |
Tradeweb Markets LLC | ||||
Expenses | ||||
Less: Pre-IPO net income attributable to Tradeweb Markets LLC | $ 42,352 | |||
Earnings per share: | ||||
Basic (in dollars per share) | [2],[4] | $ 0.19 | ||
Diluted (in dollars per share) | [2],[4] | $ 0.19 | ||
Weighted average shares outstanding: | ||||
Basic (in shares) | [2],[4] | 222,222,197 | ||
Diluted (in shares) | [2],[4] | 223,320,457 | ||
Transaction fees and commissions | ||||
Revenues | ||||
Total revenue | $ 846,354 | $ 681,588 | $ 572,948 | |
Subscription fees | ||||
Revenues | ||||
Total revenue | 158,448 | 142,358 | 138,731 | |
Refinitiv market data fees | ||||
Revenues | ||||
Total revenue | 61,161 | 59,706 | 55,635 | |
Other | ||||
Revenues | ||||
Total revenue | $ 10,484 | $ 9,007 | $ 8,252 | |
[1] | See Note 10 – Tax Receivable Agreement. | |||
[2] | In April 2019, the Company completed the Reorganization Transactions and the IPO, which, among other things, resulted in Tradeweb Markets Inc. becoming the successor of Tradeweb Markets LLC for financial reporting purposes. As a result, earnings per share information for the pre-IPO period is not comparable to the earnings per share information for the post-IPO period. Therefore, earnings per share information is being presented separately for the pre-IPO and post-IPO periods. See Note 18 – Earnings Per Share for additional information. | |||
[3] | Presents information for Tradeweb Markets Inc. (post-IPO period). | |||
[4] | Presents information for Tradeweb Markets LLC (pre-IPO period). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income | $ 273,108 | $ 218,390 | $ 173,024 |
Foreign currency translation adjustments, with no tax benefit for each of the years ended December 31, 2021, 2020 and 2019 | (3,219) | 3,206 | 2,727 |
Other comprehensive income (loss), net of tax | (3,219) | 3,206 | 2,727 |
Comprehensive income | 269,889 | 221,596 | 175,751 |
Foreign currency translation adjustments attributable to Tradeweb Markets Inc. | (2,796) | 3,093 | 1,441 |
Less: Net income attributable to non-controlling interests | 46,280 | 52,094 | 46,903 |
Less: Foreign currency translation adjustments attributable to non-controlling interests | (423) | 113 | 298 |
Comprehensive income attributable to Tradeweb Markets Inc. | 224,032 | 169,389 | 85,210 |
Comprehensive income - Tradeweb Markets Inc. | |||
Net income attributable to Tradeweb Markets Inc. | 226,828 | 166,296 | 83,769 |
Foreign currency translation adjustments attributable to Tradeweb Markets Inc. | (2,796) | 3,093 | 1,441 |
Comprehensive income - Non-controlling interests | |||
Comprehensive income attributable to non-controlling interests | $ 45,857 | $ 52,207 | 47,201 |
Tradeweb Markets LLC | |||
Pre-IPO net income attributable to Tradeweb Markets LLC | 42,352 | ||
Foreign currency translation adjustments attributable to Tradeweb Markets Inc. | 988 | ||
Comprehensive income attributable to Tradeweb Markets Inc. | 43,340 | ||
Comprehensive income - Tradeweb Markets Inc. | |||
Foreign currency translation adjustments attributable to Tradeweb Markets Inc. | $ 988 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment, tax benefit | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Equity Incentive Plan | Equity-settled PRSUs | RSUs | Members' Capital | Common StockClass A Common Stock | Common StockClass A Common StockEquity Incentive Plan | Common StockClass B Common Stock | Common StockClass C Common Stock | Common StockClass D Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalEquity-settled PRSUs | Additional Paid-In CapitalRSUs | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non- Controlling Interests |
Members' capital beginning of period at Dec. 31, 2018 | $ 4,573,200 | |||||||||||||||
Beginning balance ( in shares) at Dec. 31, 2018 | 0 | 0 | 0 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2018 | $ 4,572,334 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (866) | $ 0 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Adjustment to Class C Shares and Class P(C) shares in mezzanine capital | (2,369) | (2,369) | ||||||||||||||
Capital distributions | (20,000) | (20,000) | ||||||||||||||
Stock-based compensation | 4,674 | 4,674 | ||||||||||||||
Net income | 42,352 | 42,352 | ||||||||||||||
Foreign currency translation adjustments | 988 | 988 | ||||||||||||||
Members' capital end of period at Mar. 31, 2019 | 4,597,857 | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 0 | 0 | 0 | 0 | ||||||||||||
Ending balance at Mar. 31, 2019 | 4,597,979 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 122 | 0 | 0 | |||||||
Members' capital beginning of period at Dec. 31, 2018 | 4,573,200 | |||||||||||||||
Beginning balance ( in shares) at Dec. 31, 2018 | 0 | 0 | 0 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2018 | 4,572,334 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (866) | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Share-based payment arrangement, decrease for tax withholding obligation | (8,900) | |||||||||||||||
Net income | 173,024 | |||||||||||||||
Foreign currency translation adjustments | 2,727 | |||||||||||||||
Members' capital end of period at Dec. 31, 2019 | 0 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 66,408,328 | 96,933,192 | 8,328,983 | 50,853,172 | ||||||||||||
Ending balance at Dec. 31, 2019 | 4,592,745 | $ 1 | $ 1 | $ 0 | $ 1 | 3,329,386 | 1,366 | 47,833 | 1,214,157 | |||||||
Members' capital beginning of period at Mar. 31, 2019 | 4,597,857 | |||||||||||||||
Beginning balance ( in shares) at Mar. 31, 2019 | 0 | 0 | 0 | 0 | ||||||||||||
Beginning balance at Mar. 31, 2019 | 4,597,979 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 122 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Capital distributions | (100,000) | (100,000) | ||||||||||||||
Effect of the reorganization transactions | 23,275 | (4,497,857) | 4,521,132 | |||||||||||||
Issuance of common stock (in shares) | 46,000,000 | 301,478 | 96,933,192 | 10,006,269 | 69,282,736 | |||||||||||
Issuance of common stock | (18,490) | $ 0 | $ 1 | $ 1 | (18,492) | |||||||||||
Activities related to the follow-on offering and other exchanges of LLC Interests, net of offering costs and cancellations (in shares) | 20,106,850 | (1,677,286) | (18,429,564) | |||||||||||||
Activities related to the follow-on offering and other exchanges of LLC Interests, net of offering costs and cancellations | 1 | $ 1 | ||||||||||||||
Tax receivable agreement liability and deferred taxes arising from the reorganization transactions, IPO and follow-on offering and other LLC Interest ownership changes | (4,382) | (4,382) | ||||||||||||||
Allocation of equity to non-controlling interests | 0 | (1,607,529) | 1,607,529 | |||||||||||||
Adjustments to non-controlling interests | 0 | 402,424 | (197) | (402,227) | ||||||||||||
Distributions to non-controlling interests | (38,346) | (38,346) | ||||||||||||||
Dividends | (35,936) | (35,936) | ||||||||||||||
Stock-based compensation expense under the plan | $ 20,718 | $ 20,718 | ||||||||||||||
Stock-based compensation expense under the Option Plan | 24,432 | 24,432 | ||||||||||||||
Payroll taxes paid for stock-based compensation | (8,917) | (8,917) | ||||||||||||||
Net income | 130,672 | 83,769 | 46,903 | |||||||||||||
Foreign currency translation adjustments | 1,739 | 1,441 | 298 | |||||||||||||
Members' capital end of period at Dec. 31, 2019 | 0 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 66,408,328 | 96,933,192 | 8,328,983 | 50,853,172 | ||||||||||||
Ending balance at Dec. 31, 2019 | 4,592,745 | $ 1 | $ 1 | $ 0 | $ 1 | 3,329,386 | 1,366 | 47,833 | 1,214,157 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (in shares) | 6,496,184 | |||||||||||||||
Issuance of common stock | 100,830 | 100,830 | ||||||||||||||
Activities related to the follow-on offering and other exchanges of LLC Interests, net of offering costs and cancellations (in shares) | 25,170,953 | (5,189,162) | (19,981,791) | |||||||||||||
Activities related to the follow-on offering and other exchanges of LLC Interests, net of offering costs and cancellations | (2,613) | $ (1) | (2,612) | |||||||||||||
Tax receivable agreement liability and deferred taxes arising from the reorganization transactions, IPO and follow-on offering and other LLC Interest ownership changes | 203,932 | 203,932 | ||||||||||||||
Deferred taxes arising from issuance of common stock from equity incentive plans | 14,402 | 14,402 | ||||||||||||||
Adjustments to non-controlling interests | 0 | 534,045 | (145) | (533,900) | ||||||||||||
Distributions to non-controlling interests | (16,752) | (16,752) | ||||||||||||||
Dividends | (58,088) | (58,088) | ||||||||||||||
Stock-based compensation expense under the plan | 27,809 | $ 5,359 | 27,809 | $ 5,359 | ||||||||||||
Stock-based compensation expense under the Option Plan | 6,118 | 6,118 | ||||||||||||||
Payroll taxes paid for stock-based compensation | (76,175) | (76,175) | ||||||||||||||
Share-based payment arrangement, decrease for tax withholding obligation | (76,200) | |||||||||||||||
Net income | 218,390 | 166,296 | 52,094 | |||||||||||||
Foreign currency translation adjustments | 3,206 | 3,093 | 113 | |||||||||||||
Members' capital end of period at Dec. 31, 2020 | 0 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 98,075,465 | 96,933,192 | 3,139,821 | 30,871,381 | ||||||||||||
Ending balance at Dec. 31, 2020 | 5,019,163 | $ 1 | $ 1 | $ 0 | $ 0 | 4,143,094 | 4,314 | 156,041 | 715,712 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock (in shares) | 5,630,086 | |||||||||||||||
Issuance of common stock | 93,104 | 93,104 | ||||||||||||||
Share repurchases pursuant to the share repurchase program (in shares) | (901,968) | |||||||||||||||
Share repurchases pursuant to the Share Repurchase Program | (75,676) | (75,676) | ||||||||||||||
Activities related to the follow-on offering and other exchanges of LLC Interests, net of offering costs and cancellations (in shares) | 3,483,238 | (1,484,996) | (1,998,242) | |||||||||||||
Activities related to the follow-on offering and other exchanges of LLC Interests, net of offering costs and cancellations | 0 | |||||||||||||||
Tax receivable agreement liability and deferred taxes arising from the reorganization transactions, IPO and follow-on offering and other LLC Interest ownership changes | 95,670 | 95,670 | ||||||||||||||
Adjustments to non-controlling interests | 0 | 87,006 | 86 | (87,092) | ||||||||||||
Distributions to non-controlling interests | (11,129) | (11,129) | ||||||||||||||
Dividends | (64,570) | (64,570) | ||||||||||||||
Stock-based compensation expense under the plan | $ 30,633 | $ 15,983 | $ 30,633 | $ 15,983 | ||||||||||||
Stock-based compensation expense under the Option Plan | 5,327 | 5,327 | ||||||||||||||
Share-based payment arrangement, decrease for tax withholding obligation | (71,024) | (71,024) | ||||||||||||||
Net income | 273,108 | 226,828 | 46,280 | |||||||||||||
Foreign currency translation adjustments | (3,219) | (2,796) | (423) | |||||||||||||
Other - See Note 14 | 1,573 | 1,573 | ||||||||||||||
Members' capital end of period at Dec. 31, 2021 | $ 0 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 106,286,821 | 96,933,192 | 1,654,825 | 28,873,139 | ||||||||||||
Ending balance at Dec. 31, 2021 | $ 5,308,943 | $ 1 | $ 1 | $ 0 | $ 0 | $ 4,401,366 | $ 1,604 | $ 242,623 | $ 663,348 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends (in dollars per share) | $ 0.24 | $ 0.32 | $ 0.32 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities | ||||
Net income | $ 273,108 | $ 218,390 | $ 173,024 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 171,308 | 153,789 | 139,330 | |
Stock-based compensation expense | 51,943 | 39,286 | 49,824 | |
Deferred taxes | 85,409 | 65,189 | 15,024 | |
Tax receivable agreement liability adjustment | [1] | (12,745) | (11,425) | (33,134) |
(Increase) decrease in operating assets: | ||||
Receivable from/payable to brokers and dealers and clearing organizations, net | 116 | 73 | 3,188 | |
Deposits with clearing organizations | 9,273 | (1,914) | 1,789 | |
Accounts receivable | (22,369) | (11,620) | (4,283) | |
Receivable from/payable to affiliates, net | (4,590) | 6,136 | (2,461) | |
Other assets | 6,016 | (35,109) | (5,648) | |
Increase (decrease) in operating liabilities: | ||||
Accrued compensation | 24,789 | 9,187 | (1,783) | |
Deferred revenue | 1,143 | (807) | (3,905) | |
Accounts payable, accrued expenses and other liabilities | (3,480) | 11,194 | (3,550) | |
Employee equity compensation payable | (1,900) | 865 | (16,412) | |
Net cash provided by operating activities | 578,021 | 443,234 | 311,003 | |
Cash flows from investing activities | ||||
Cash paid for acquisitions, net of cash acquired | (207,762) | 0 | 0 | |
Purchases of furniture, equipment, software and leasehold improvements | (16,878) | (11,490) | (15,781) | |
Capitalized software development costs | (34,470) | (31,046) | (28,681) | |
Purchase of equity investments | 0 | (20,000) | 0 | |
Net cash used in investing activities | (259,110) | (62,536) | (44,462) | |
Cash flows from financing activities | ||||
Pre-IPO capital distributions | (120,000) | |||
Share repurchases pursuant to the Share Repurchase Program | (75,676) | 0 | 0 | |
Proceeds from stock-based compensation exercises | 93,104 | 100,830 | 0 | |
Proceeds from issuance of Class A common stock in the IPO and follow-on offerings, net of underwriting discounts | 0 | 626,267 | 1,971,224 | |
Purchase of LLC Interests | 0 | (626,267) | (1,971,224) | |
Offering costs from issuance of Class A common stock in the IPO and follow-on offerings | 0 | (2,508) | (14,943) | |
Dividends | (64,570) | (58,088) | (35,936) | |
Distributions to non-controlling interests | (11,129) | (16,752) | (38,346) | |
Payroll taxes paid for stock-based compensation | (71,024) | (76,175) | (8,917) | |
Payments on tax receivable agreement liability | (6,805) | 0 | 0 | |
Net cash used in financing activities | (136,100) | (52,693) | (218,142) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,043) | 2,564 | 2,008 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 180,768 | 330,569 | 50,407 | |
Cash, cash equivalents and restricted cash | ||||
Beginning of period | 792,280 | 461,711 | 411,304 | |
End of period | 973,048 | 792,280 | 461,711 | |
Supplemental disclosure of cash flow information | ||||
Income taxes paid, net of refunds | 3,880 | 19,105 | 43,842 | |
Non-cash financing activities - Items arising from LLC Interest ownership changes | ||||
Lease right-of-use assets obtained in exchange for lease liabilities, net of modifications and terminations | (575) | 9,539 | 33,877 | |
Other - See Note 14 | 1,573 | 0 | 0 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | ||||
Cash and cash equivalents | 972,048 | 791,280 | 460,711 | |
Restricted cash | 1,000 | 1,000 | 1,000 | |
Cash, cash equivalents and restricted cash shown in the statement of cash flows | 973,048 | 792,280 | 461,711 | |
Adjusted For Refinitiv Transaction | ||||
Non-cash financing activities - Items arising from LLC Interest ownership changes | ||||
Establishment of liabilities under Tax Receivable Agreement | 27,666 | 174,940 | 273,951 | |
Deferred tax asset | $ 123,336 | $ 393,274 | $ 269,569 | |
[1] | See Note 10 – Tax Receivable Agreement. |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Tradeweb Markets Inc. (the “Corporation”) was incorporated as a Delaware corporation on November 7, 2018 to carry on the business of Tradeweb Markets LLC (“TWM LLC”) following the completion of a series of reorganization transactions on April 4, 2019 (the “Reorganization Transactions”), in connection with Tradeweb Markets Inc.’s initial public offering (the “IPO”), which closed on April 8, 2019. Following the Reorganization Transactions, Refinitiv Holdings Limited ( unless otherwise stated or the context otherwise requires, together with all of its direct and indirect subsidiaries, “Refinitiv”) owned an indirect majority ownership interest in the Company (as defined below). On January 29, 2021, London Stock Exchange Group plc (“LSEG”) completed its acquisition of Refinitiv from a consortium, including certain investment funds affiliated with The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.) (“Blackstone”) as well as Thomson Reuters Corporation (“TR”), in an all share transaction (the “LSEG Transaction”). In connection with the LSEG Transaction, the Corporation became a consolidating subsidiary of LSEG. Prior to the LSEG Transaction, the Corporation was a consolidating subsidiary of BCP York Holdings, (“BCP”), a company owned by certain investment funds affiliated with Blackstone, through BCP’s previous majority ownership interest in Refinitiv. The Corporation is a holding company whose principal asset is LLC Interests (as defined below) of TWM LLC. As the sole manager of TWM LLC, the Corporation operates and controls all of the business and affairs of TWM LLC and, through TWM LLC and its subsidiaries, conducts the Corporation’s business. As a result of this control, and because the Corporation has a substantial financial interest in TWM LLC, the Corporation consolidates the financial results of TWM LLC and reports a non-controlling interest in the Corporation’s consolidated financial statements. As of December 31, 2021, Tradeweb Markets Inc. owns 86.9% of TWM LLC and the non-controlling interest holders own the remaining 13.1% of TWM LLC. As of December 31, 2020, Tradeweb Markets Inc. owned 85.1% of TWM LLC and the non-controlling interest holders owned the remaining 14.9% of TWM LLC. Unless the context otherwise requires, references to the “Company” refer to Tradeweb Markets Inc. and its consolidated subsidiaries, including TWM LLC, following the completion of the Reorganization Transactions, and TWM LLC and its consolidated subsidiaries prior to the completion of the Reorganization Transactions. The Company is a leader in building and operating electronic marketplaces for a global network of clients across the institutional, wholesale and retail client sectors. The Company’s principal subsidiaries include: • Tradeweb LLC (“TWL”), a registered broker-dealer under the Securities Exchange Act of 1934, a member of the Financial Industry Regulatory Authority (“FINRA”), a registered independent introducing broker with the Commodities Future Trading Commission (“CFTC”) and a member of the National Futures Association (“NFA”). • Dealerweb Inc. (“DW”) (formerly known as Hilliard Farber & Co., Inc.), a registered broker-dealer under the Securities Exchange Act of 1934 and a member of FINRA. DW is also registered as an introducing broker with the CFTC and NFA. • Tradeweb Direct LLC (“TWD”) (formerly known as BondDesk Trading LLC), a registered broker-dealer under the Securities Exchange Act of 1934 and a member of FINRA. • Execution Access, LLC, (“EA”), acquired in June 2021, a registered broker-dealer under the Securities Exchange Act of 1934 and a member of FINRA. • Tradeweb Europe Limited (“TEL”), a Multilateral Trading Facility regulated by the Financial Conduct Authority (the “FCA”) in the UK, which maintains branches in Asia which are regulated by certain Asian securities regulators. • TW SEF LLC (“TW SEF”), a Swap Execution Facility (“SEF”) regulated by the CFTC. • DW SEF LLC (“DW SEF”), a SEF regulated by the CFTC. • Tradeweb Japan K.K. (“TWJ”), a security house regulated by the Japanese Financial Services Agency (“JFSA”) and the Japan Securities Dealers Association (“JSDA”). • Tradeweb EU B.V. (“TWEU”), a Trading Venue and Approved Publication Arrangement regulated by the Netherlands Authority for the Financial Markets (“AFM”). • Tradeweb Execution Services Limited (“TESL”), an Investment Firm (“BIPRU Firm”) regulated by the FCA in the UK. • Tradeweb Commercial Information Consulting (Shanghai) Co., Ltd. is a wholly-owned foreign enterprise (WOFE) in China for the purpose of providing consulting and marketing activities in China. The Tradeweb offshore electronic trading platform is recognized by the People’s Bank of China for the provision of Bond Connect and CIBM Direct. On February 2, 2021, the Company announced that it entered into a definitive agreement to acquire Nasdaq’s U.S. fixed income electronic trading platform. The acquired Nasdaq platform (formerly known as eSpeed) is a fully executable central order limit book (CLOB) for electronic trading in on-the-run (OTR) U.S. government bonds. The $190.0 million, all-cash transactio n closed on June 25, 2021 (the “NFI Acquisition”) . See Note 4 – Acquisitions for additional details on this acquisition. A majority interest of Refinitiv (formerly the Thomson Reuters Financial & Risk Business) was acquired by BCP on October 1, 2018 (the “Refinitiv Transaction”) from TR. The Refinitiv Transaction resulted in a new basis of accounting for certain of the Company’s assets and liabilities beginning on October 1, 2018. See Note 2 – Significant Accounting Policies for a description of pushdown accounting applied as a result of the Refinitiv Transaction. In connection with the Reorganization Transactions, TWM LLC’s limited liability company agreement (the “TWM LLC Agreement”) was amended and restated to, among other things, (i) provide for a new single class of common membership interests in TWM LLC (the “LLC Interests”), (ii) exchange all of the then existing membership interests in TWM LLC for LLC Interests and (iii) appoint the Corporation as the sole manager of TWM LLC. As used herein, references to “Continuing LLC Owners” refer collectively to (i) those “ Original LLC Owners ” , incl uding an indirect subsidiary of Refinitiv, certain investment and commercial banks (collectively, the “Bank Stockholders”) and members of management, that contin ued to own LLC Interests after the completion of the IPO and Reorganization Transactions, that received shares of Class C common stock, par value $0.00001 per share, of the Corporation (the “Class C common stock”), shares of Class D common stock, par value $0.00001 per share, of the Corporation (the “Class D common stock”) or a combination of both, as the case may be, in connection with the completion of the Reorganization Transactions, and that may redeem or exchange their LLC Interests for shares of Class A common stock, par value $0.00001 per share, of the Corporation (the “Class A common stock”) or Class B common stock, par value $0.00001 per share, of the Corporation (the “Class B common stock”) and (ii) solely with respect to the Tax Receivable Agreement (as defined in Note 10 – Tax Receivable Agreement), also includes those Original LLC Owners, including certain Bank Stockholders, that disposed of all of their LLC Interests for cash in connection with the IPO. As of December 31, 2021: • The public investors collectively owned 106,286,821 shares of Class A common stock, representing 7.8% of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and indirectly, through Tradeweb Markets Inc., owned 45.5% of the economic interest in TWM LLC; • Refinitiv collectively owned 96,933,192 shares of Class B common stock and 22,988,329 shares of Class D common stock, representing 87.8% of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly and indirectly, through Tradeweb Markets Inc., owned 51.3% of the economic interest in TWM LLC; and • The Bank Stockholders that continue to own LLC Interests collectively owned 1,654,825 shares of Class C common stock and 5,767,435 shares of Class D common stock, representing 4.3% of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly own 3.2% of the economic interest in TWM LL C. As of December 31, 2021, only Barclays Capital Inc. and Credit Suisse Securities (USA) LLC remained as Bank Stockholders. • Other stockholders that continue to own LLC Interests also collectively owned 117,375 shares of Class D common stock, representing less than 0.1% of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly own less than 0.1% of the economic interest in TWM LLC. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The following is a summary of significant accounting policies: Basis of Presentation The consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As discussed in Note 1 – Organization, as a result of the Reorganization Transactions, Tradeweb Markets Inc. consolidates TWM LLC and its subsidiaries and TWM LLC is considered to be the predecessor to Tradeweb Markets Inc. for financial reporting purposes. Tradeweb Markets Inc. had no business transactions or activities and no substantial assets or liabilities prior to the Reorganization Transactions. The consolidated financial statements represent the financial condition and results of operations of the Company and report a non-controlling interest related to the LLC Interests held by the Continuing LLC Owners. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the difference may be material to the consolidated financial statements. Reclassifications Certain reclassifications have been made to prior periods’ financial information to conform to the current year presentation. This primarily includes an aggregation of transaction fees and commissions into a single revenue category titled “transaction fees and commissions” for all periods presented in the consolidated statements of income. These reclassifications had no impact on total consolidated revenue or consolidated net income. Business Combinations Business combinations are accounted for under the purchase method of accounting pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) . The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The fair value of assets acquired and liabilities assumed is determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates, customer attrition rates and asset lives. Pushdown Accounting In connection with the Refinitiv Transaction, a majority interest of Refinitiv was acquired by BCP on October 1, 2018 from TR. The Refinitiv Transaction was accounted for by Refinitiv in accordance with the acquisition method of accounting pursuant to ASC 805 , and pushdown accounting was applied to Refinitiv to record the fair value of the assets and liabilities of Refinitiv as of October 1, 2018, the date of the Refinitiv Transaction. The Company, as a consolidating subsidiary of Refinitiv, also accounted for the Refinitiv Transaction using pushdown accounting which resulted in a new fair value basis of accounting for certain of the Company’s assets and liabilities beginning on October 1, 2018. Under the pushdown accounting applied, the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as of October 1, 2018 was recorded as goodwill. The fair value of assets acquired and liabilities assumed was determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. The adjusted valuations primarily affected the values of the Company’s long-lived and indefinite-lived intangible assets, including software development costs. Cash and Cash Equivalents Cash and cash equivalents consists of cash and highly liquid investments (such as short-term money market instruments) with original maturities at the time of purchase of three months or less. Allowance for Credit Losses The Company continually monitors collections and payments from its clients and maintains an allowance for credit losses. The allowance for credit losses is based on an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Careful analysis of the financial condition of our counterparties is also performed. Additions to the allowance for credit losses are charged to credit loss expense, which is included in general and administrative expenses in the consolidated statements of income. Aged balances that are determined to be uncollectible, are written off against the allowance for credit losses. See Note 16 – Credit Risk for additional information. Receivable from and Payable to Brokers and Dealers and Clearing Organizations Receivable from and payable to brokers and dealers and clearing organizations consists of proceeds from transactions executed on the Company’s wholesale platform which failed to settle due to the inability of a transaction party to deliver or receive the transacted security. These securities transactions are generally collateralized by those securities. Until the failed transaction settles, a receivable from (and a matching payable to) brokers and dealers and clearing organizations is recognized for the proceeds from the unsettled transaction. Deposits with Clearing Organizations Deposits with clearing organizations are comprised of cash deposits. Furniture, Equipment, Purchased Software and Leasehold Improvements Furniture, equipment, purchased software and leasehold improvements are carried at cost less accumulated depreciation. Depreciation for furniture, equipment and purchased software is computed on a straight-line basis over the estimated useful lives of the related assets, ranging from three Furniture, equipment, purchased software and leasehold improvements are tested for impairment whenever events or changes in circumstances suggest that an asset’s carrying value may not be fully recoverable. As of December 31, 2021 and 2020, accumulated depreciation related to furniture, equipment, purchased software and leasehold improvements totaled $56.0 million and $35.4 million, respectively. Depreciation expense for furniture, equipment, purchased software and leasehold improvements for the years ended December 31, 2021, 2020 and 2019 was $20.9 million, $18.3 million and $13.7 million, respectively. Software Development Costs The Company capitalizes costs associated with the development of internal use software at the point at which the conceptual formulation, design and testing of possible software project alternatives have been completed. The Company capitalizes employee compensation and related benefits and third party consulting costs incurred during the application development stage which directly contribute to such development. Such costs are amortized on a straight-line basis over three years. Software development costs acquired as part of the NFI Acquisition are amortized over one year. Costs capitalized as part of the Refinitiv Transaction pushdown accounting allocation are amortized over nine years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable, or that their useful lives are shorter than originally expected. Non-capitalized software costs and routine maintenance costs are expensed as incurred. Goodwill Goodwill includes the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as previously applied under pushdown accounting in connection with the Refinitiv Transaction. Goodwill also includes the cost of acquired companies in excess of the fair value of identifiable net assets at the acquisition date, including the NFI Acquisition. Goodwill is not amortized, but is tested for impairment annually on October 1 st and between annual tests, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The Company is one reporting unit for goodwill impairment testing purposes. An impairment loss is recognized if the estimated fair value of a reporting unit is less than its net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value. Goodwill was last tested for impairment on October 1, 2021 and no impairment of goodwill was identified. Intangible Assets Intangible assets with a finite life are amortized over the estimated lives, ranging from seven Equity Investments Without Readily Determinable Fair Values Equity Investments without a readily determinable fair value are measured at cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer. If the Company determines that the equity investment is impaired on the basis of a qualitative assessment, the Company will recognize an impairment loss equal to the amount by which the investment’s carrying amount exceeds its fair value. Equity investments are included as a component of other assets on the consolidated statements of financial condition. Leases At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of twelve months based on the initial present value of the fixed lease payments over the lease term. The lease right-of-use asset also reflects the present value of any initial direct costs, prepaid lease payments and lease incentives. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the Company’s incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company includes the term covered by an option to extend a lease when the option is reasonably certain to be exercised. The Company has elected not to separate non-lease components from lease components for all leases. Significant assumptions and judgements in calculating the lease right-of-use assets and lease liabilities include the determination of the applicable borrowing rate for each lease. Operating lease expense is recognized on a straight-line basis over the lease term and included as a component of occupancy expense in the consolidated statements of income. The Company adopted Accounting Standards Update (“ASU”) 2016-2, Leases (Topic 842) on January 1, 2019 using the modified retrospective method of adoption and elected to take the optional package of practical expedients, which allowed for no reassessment of: • whether any expired or existing contracts are or contain leases, • the lease classification for any expired or existing leases, and • initial direct costs for any existing leases. Deferred IPO and Follow-On Offering Costs Deferred IPO and follow-on offering costs consist of legal, accounting, and other costs directly related to the Company’s efforts to raise capital. These costs are recognized as a reduction in additional paid-in capital within the consolidated statements of financial condition when the offering is effective. As of both December 31, 2021 and 2020, $15.9 million of deferred costs related to the IPO and $5.2 million of deferred costs related to follow-on offerings were included as a component of the additional paid-in capital balance in the consolidated statements of financial condition. See Note 11 – Stockholders’ Equity. No offering costs were incurred during the year ended December 31, 2021. Revenue Recognition The Company’s classification of revenues in the consolidated statements of income represents revenues from contracts with customers disaggregated by type of revenue. See Note 8 – Revenue for additional details regarding revenue types and the Company’s policies regarding revenue recognition. Translation of Foreign Currency and Foreign Currency Forward Contracts Revenues and expenses denominated in foreign currencies are translated at the rate of exchange prevailing at the transaction date. Assets and liabilities denominated in foreign currencies are translated at the rate prevailing at the consolidated statements of financial condition date. Foreign currency re-measurement gains or losses on transactions in nonfunctional currencies are recognized in the consolidated statements of income within general and administrative expenses. The realized and unrealized gains/losses totaled a $4.0 million loss, a $1.3 million gain and a $3.0 million loss for the years ended December 31, 2021, 2020 and 2019, respectively. Gains or losses on translation in the financial statements of a non-U.S. operation, when the functional currency is other than the U.S. dollar, are included as a component of other comprehensive income. The Company enters into foreign currency forward contracts to mitigate its U.S. dollar and British pound sterling versus Euro exposure, generally with a duration of less than twelve months. The Company’s foreign currency forward contracts are not designated as hedges for accounting purposes and changes in the fair value of these contracts during the period are recognized in the consolidated statements of income within general and administrative expenses. The Company does not use derivative instruments for trading or speculative purposes. Realized and unrea lized gains/losses on foreig n currency forward contracts totaled a $9.0 million gain, a $6.3 million loss and a $3.0 million gain for each of the years ended December 31, 2021, 2020 and 2019, respectively. See Note 15 – Fair Value of Financial Instruments for additional details on the Company’s derivative instruments. Income Tax The Corporation is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates. TWM LLC is a multiple member limited liability company taxed as a partnership and accordingly any taxable income generated by TWM LLC is passed through to and included in the taxable income of its members, including the Corporation. Income taxes also include unincorporated business taxes on income earned or losses incurred for conducting business in certain state and local jurisdictions, income taxes on income earned or losses incurred in foreign jurisdictions on certain operations and federal and state income taxes on income earned or losses incurred, both current and deferred, on subsidiaries that are taxed as corporations for U.S. tax purposes. The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company measures deferred taxes using the enacted tax rates and laws that will be in effect when such temporary differences are expected to reverse. The Company evaluates the need for valuation allowances based on the weight of positive and negative evidence. The Company records valuation allowances wherever management believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the foreseeable future. The Company records uncertain tax positions on the basis of a two-step process whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in the consolidated statements of financial condition. The Company has elected to treat taxes due on future U.S. inclusions in taxable income under the global intangible low-taxed income (“GILTI”) provision of the Tax Cuts and Jobs Act as a current period expense when incurred. Stock-Based Compensation The stock-based payments received by the employees of the Company are accounted for as equity awards. As an equity award, the Company measures and recognizes the cost of employee services received in exchange for awards of equity instruments based on their estimated fair values measured as of the grant date. These costs are recognized as an expense over the requisite service period, with an offsetting increase to additional paid-in capital. The grant-date fair value of stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. Forfeitures of stock-based compensation awards are recognized as they occur. For grants made during the post-IPO period, the fair value of the equity instruments is determined based on the price of the Class A common stock on the grant date. Prior to the IPO, the Company awarded options to management and other employees (collectively, the “Special Option Award”) under the Amended and Restated Tradeweb Markets Inc. Option Plan (the “Option Plan”). The significant assumptions used to estimate the fair value as of grant date of the options awarded prior to the IPO did not reflect changes that would have occurred to these assumptions as a result of the IPO. The non-cash stock-based compensation expense associated with the Special Option Award began being expensed in the second quarter of 2019. The Company uses the Black-Scholes pricing model to value some of its option awards. Determining the appropriate fair value model and calculating the fair value of the option awards requires the input of highly subjective assumptions, including the expected life of the option awards and the stock price volatility. Earnings Per Share Basic earnings per share is computed by dividing the net income attributable to the Company’s shares by the weighted-average number of the Company’s shares outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average number of the Company’s shares reflects the dilutive effect that could occur if all potentially dilutive securities were converted into or exchanged or exercised for TWM LLC’s shares, in the pre-IPO period, and the Class A or Class B common stock, in the post-IPO period, as applicable. The dilutive effect of stock options and other stock-based payment awards is calculated using the treasury stock method, which assumes the proceeds from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of LLC Interests is evaluated under the if-converted method, where the securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period presented. Performance-based awards are considered contingently issuable shares and their dilutive effect is included in the denominator of the diluted earnings per share calculation for the entire period, if those shares would be issuable as of the end of the reporting period, assuming the end of the reporting period was also the end of the contingency period. Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share. Fair Value Measurement The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Instruments that the Company owns (long positions) are marked to bid prices, and instruments that the Company has sold, but not yet purchased (short positions) are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy under ASC 820, Fair Value Measurement (“ASC 820”) , prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below. Basis of Fair Value Measurement A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. • Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 : Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; • Level 3 : Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Cash Equivalents [Abstract] | |
Restricted Cash | Restricted CashCash has been segregated in a special reserve bank account for the benefit of brokers and dealers under SEC Rule 15c3-3. The Company computes the proprietary accounts of broker-dealers (“PAB”) reserve, which requires the Company to maintain minimum segregated cash in the amount of excess total credits per the reserve computation. As of both December 31, 2021 and 2020, cash in the amount of $1.0 million has been segregated in the PAB reserve account, exceeding the requirements pursuant to SEC Rule 15c3-3. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On June 25, 2021, the Company completed its acquisition of all of the outstanding equity interests of Execution Access, LLC, Kleos Managed Services Holdings, LLC and Kleos Managed Services, L.P., which collectively represented the NFI Acquisition. The all-cash purchase price of $190.0 million is net of cash acquired, net of deposits with clearing organizations acquired and prior to working capital adjustments. At closing, preliminary working capital adjustments resulted in a $0.7 million increase to the purchase price. During the fourth quarter of 2021, the Company recorded final working capital and purchase price adjustments which resulted in a $0.1 million decrease in accounts receivable, $2.0 million increase in customer relationships, $0.9 million decrease in other assets, $0.4 million decrease in accounts payable, accrued expenses and other liabilities, and a $2.5 million decrease in goodwill. Execution Access, LLC is a limited liability company organized in the state of Delaware and is a broker-dealer registered with the SEC and FINRA. The platform (formerly known as eSpeed) acquired from Nasdaq is a fully executable central order limit book (CLOB) for electronic trading in on-the-run (OTR) U.S. government bonds. The acquisition was accounted for as a business combination and the Company utilized the assistance of a third-party valuation specialist to determine the fair value of the assets acquired and liabilities assumed at the date of acquisition. The fair values were determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market and primarily included significant unobservable inputs (Level 3). Customer relationships were valued using the income approach, specifically a multi-period excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then examines the excess return that is attributable to the intangible asset being valued. The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, the Company estimated a weighted-average cost of capital for the overall business and employed an intangible asset risk premium to this rate when discounting the excess earnings related to customer relationships. The resulting discounted cash flows were then tax-affected at the applicable statutory rate. A discounted tax amortization benefit was also added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years. The final purchase price was allocated as follows: Purchase Price Allocation (in thousands) Cash and cash equivalents $ 33,797 Deposits with clearing organizations 18,147 Accounts receivable 2,645 Equipment 1,498 Software development costs 820 Goodwill 85,462 Intangible assets – customer relationships 101,285 Accrued compensation (1,246) Deferred revenue (620) Accounts payable, accrued expenses and other liabilities (229) Total 241,559 Less: Cash acquired (33,797) Less: Deposits with clearing organizations acquired (18,147) Working capital adjustments 385 Purchase price, net of cash and deposits acquired and excluding working capital adjustments $ 190,000 For GAAP purposes, the acquired software development costs will be amortized over a useful life of one year and the customer relationships will be amortized over a useful life of 13 years. The goodwill recognized in connection with the NFI Acquisition is primarily attributable to the acquisition of an assembled workforce and expected synergies from the integration of the operations of the NFI Acquisition into the Company’s operations and its single business segment. All of the goodwill recognized in connection with the NFI Acquisition is expected to be deductible for income tax purposes. During the year ended December 31, 2021, the Company recognized $5.1 million in transaction costs incurred to effect the NFI Acquisition, which are included as a component of professional fees in the accompanying consolidated statements of income. |
Software Development Costs
Software Development Costs | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Software Development Costs | Software Development Costs The components of software development costs, net of accumulated amortization are as follows: December 31, 2021 2020 (in thousands) Software development costs $ 270,672 $ 235,382 Accumulated amortization (114,469) (67,352) Software development costs, net of accumulated amortization $ 156,203 $ 168,030 Capitalized software development costs and amortization expense are as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Software development costs capitalized (1) $ 34,470 $ 31,046 $ 28,681 Amortization expense related to capitalized software development costs 47,116 36,102 26,176 (1) Software development costs capitalized does not include acquired software development costs. See Note 4 – Acquisitions. Non-capitalized software costs and routine maintenance costs are expensed as incurred and are included in employee compensation and benefits and professional fees on the consolidated statements of income. The estimated annual future amortization for software development costs through December 31, 2026 is as follows: Amount (in thousands) 2022 $ 45,463 2023 $ 35,127 2024 $ 24,045 2025 $ 18,722 2026 $ 18,722 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill includes the following activity during the years ended December 31, 2021 and 2020: December 31, 2021 2020 (in thousands) Balance at beginning of period $ 2,694,797 $ 2,694,797 Goodwill recognized in connection with the NFI Acquisition 85,462 — Balance at end of period $ 2,780,259 $ 2,694,797 Intangible Assets Intangible assets with an indefinite useful life consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 (in thousands) Licenses $ 168,800 $ 168,800 Tradename 154,300 154,300 Total $ 323,100 $ 323,100 Intangible assets that are subject to amortization consisted of the following: December 31, 2021 December 31, 2020 Amortization Cost Accumulated Net Carrying Cost Accumulated Net Carrying (in thousands) Customer relationships - Refinitiv Transaction 12 years $ 928,200 $ (251,387) $ 676,813 $ 928,200 $ (174,037) $ 754,163 Customer relationships - NFI Acquisition 13 years 101,285 (3,896) 97,389 — — — Content and data 7 years 154,400 (71,686) 82,714 154,400 (49,629) 104,771 $ 1,183,885 $ (326,969) $ 856,916 $ 1,082,600 $ (223,666) $ 858,934 Amortization expense for definite-lived intangible assets was $103.3 million for the year ended December 31, 2021 and $99.4 million for each of the years ended December 31, 2020 and 2019. The estimated annual future amortization for definite-lived intangible assets through December 31, 2026 is as follows: Amount (in thousands) 2022 $ 107,198 2023 $ 107,198 2024 $ 107,198 2025 $ 101,684 2026 $ 85,141 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for corporate offices and data centers with initial lease terms ranging from one December 31, 2021 2020 (in thousands) Operating lease right-of-use assets $ 20,496 $ 29,437 Operating lease liabilities $ 24,331 $ 34,463 Activity related to the Company’s leases for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Operating lease expense included as a component of occupancy expense on the accompanying consolidated statements of income $ 10,624 $ 10,439 $ 10,265 Cash for amounts included in the measurement of operating lease liability $ 11,736 $ 12,060 $ 11,667 At December 31, 2021 and 2020, the weighted average borrowing rate and weighted average remaining lease term are as follows: December 31, 2021 2020 Weighted average borrowing rate 2.8 % 2.9 % Weighted average remaining lease term (years) 4.4 4.7 The following table presents the future minimum lease payments and the maturity of lease liabilities as of December 31, 2021: Amount (in thousands) 2022 $ 8,104 2023 5,653 2024 4,405 2025 2,690 2026 2,544 Thereafter 2,544 Total future lease payments 25,940 Less imputed interest (1,609) Lease liability $ 24,331 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition The Company enters into contracts with its clients to provide a stand-ready connection to its electronic marketplaces, which facilitates the execution of trades by its clients. The access to the Company’s electronic marketplaces includes market data, continuous pricing data refreshes and the processing of trades thereon. The stand-ready connection to the electronic marketplaces is considered a single performance obligation satisfied over time as the client simultaneously receives and consumes the benefit from the Company’s performance as access is provided (that is, the performance obligation constitutes a series of services that are substantially the same in nature and are provided over time using the same measure of progress). For its services, the Company earns subscription fees for granting access to its electronic marketplaces. Subscription fees, which are generally fixed fees, are recognized into revenue on a monthly basis, in the period that access is provided. The frequency of subscription fee billings varies from monthly to annually, depending on contract terms. Fees received by the Company which are not yet earned are included in deferred revenue on the consolidated statements of financial condition until the revenue recognition criteria have been met. The Company also earns transaction fees and/or commissions from transactions executed on the Company’s electronic marketplaces. The Company earns commission revenue from its electronic and voice brokerage services on a riskless principal basis. Riskless principal revenues are derived on matched principal transactions where revenues are earned on the spread between the buy and sell price of the transacted product. Transaction fees and commissions are generated both on a variable and fixed price basis and vary by geographic region, product type and trade size. Fixed monthly transaction fees or commissions, or monthly transaction fees or commission minimums, are earned on a monthly basis in the period the stand-ready trading services are provided and are generally billed monthly. For variable transaction fees or commissions, the Company charges its clients based on the mix of products traded and the volume of transactions executed. Variable transaction fee or commission revenue is recognized and recorded on a trade-date basis when the individual trade occurs and is generally billed when the trade settles or are billed monthly. Variable discounts or rebates on transaction fees or commissions are earned and applied monthly or quarterly, resolved within the same reporting period and are recorded as a reduction to revenue in the period the relevant trades occur. The Company earns fees from Refinitiv relating to the sale of market data to Refinitiv, which redistributes that data. Included in these fees, which are billed quarterly, are real-time market data fees which are recognized monthly on a straight-line basis, as Refinitiv receives and consumes the benefit evenly over the contract period, as the data is provided. Also included in these fees are fees for historical data sets which are recognized when the historical data set is provided to Refinitiv. Significant judgements used in accounting for this contract include the following determinations: • The provision of real-time market data feeds and annual historical data sets are distinct performance obligations. • The performance obligations under this contract are recognized over time from the initial delivery of the data feeds or each historical data set until the end of the contract term. • Determining the transaction price for the performance obligations by using a market assessment analysis. Inputs in this analysis include a consultant study which determined the overall value of the Company’s market data and pricing information for historical data sets provided by other companies. Some revenues earned by the Company have fixed fee components, such as monthly minimums or fixed monthly fees, and variable components, such as transaction-based fees. The breakdown of revenues between fixed and variable revenues for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended Year Ended Year Ended December 31, 2021 December 31, 2020 December 31, 2019 (in thousands) Variable Fixed Variable Fixed Variable Fixed Revenues Transaction fees and commissions $ 690,592 $ 155,762 $ 536,176 $ 145,412 $ 435,173 $ 137,775 Subscription fees 1,812 156,636 1,685 140,673 1,736 136,995 Refinitiv market data fees — 61,161 — 59,706 — 55,635 Other 821 9,663 598 8,409 834 7,418 Total revenue $ 693,225 $ 383,222 $ 538,459 $ 354,200 $ 437,743 $ 337,823 Deferred Revenue The Company records deferred revenue when cash payments are received or due in advance of services to be performed. The revenue recognized and the remaining deferred revenue balances are shown below: Amount (in thousands) Deferred revenue balance - December 31, 2020 $ 23,193 Deferred revenue billed in the current period 119,256 Revenue recognized that was previously deferred (118,139) Deferred revenue acquired in connection with the NFI Acquisition 620 Deferred revenue balance - December 31, 2021 $ 24,930 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Corporation is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates. The Company’s actual effective tax rate will be impacted by the Corporation’s ownership share of TWM LLC, which is expected to continue to increase over time as Continuing LLC Owners redeem or exchange their LLC Interests for shares of Class A common stock or Class B common stock, as applicable, or the Corporation purchases LLC Interests from Continuing LLC Owners. The Company’s consolidated effective tax rate will also vary from period to period depending on changes in the mix of earnings, tax legislation and tax rates in various jurisdictions. For the year ended December 31, 2021, total income before the provision for income taxes amounted to $370.0 million, consisting of $347.3 million in the United States and $22.7 million in foreign locations. The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 2019 (in thousands) Current: Federal $ 2,025 $ (16,529) $ 21,373 State and Local 8,334 5,261 11,537 Foreign 1,107 2,153 4,368 Total current tax expense 11,466 (9,115) 37,278 Deferred: Federal 49,266 52,845 (88) State and local 40,363 12,572 18,194 Foreign (4,220) (228) (3,082) Total deferred tax expense 85,409 65,189 15,024 Total provision for income taxes $ 96,875 $ 56,074 $ 52,302 A reconciliation of the U.S. federal statutory tax rate to the effective rate is as follows: Year Ended December 31, 2021 2020 2019 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal income tax benefit 3.7 5.0 3.9 Foreign tax rate differential (0.2) 0.2 (1.1) Non-controlling interest (2.3) (3.4) (7.2) Tax Receivable Agreement adjustment (0.7) (0.9) (3.1) Rate change 6.7 (0.2) 10.2 Equity Compensation (2.5) (1.8) — Other 0.5 0.5 (0.5) Effective income tax rate 26.2 % 20.4 % 23.2 % The effective tax rate for the year ended December 31, 2021 differed from the U.S. federal statutory rate of 21.0% primarily due to state and local taxes including the tax impact of state apportionment rate changes on total tax expense as a result of the remeasurement of the Company’s net deferred asset, partially offset by the effect of non-controlling interests and the tax impact of the exercise of equity compensation. The effective tax rate for the year ended December 31, 2020 differed from the U.S. federal statutory rate of 21.0% primarily due to the effect of non-controlling interests and the tax impact of the exercise of equity compensation, partially offset by state, local and foreign taxes. The effective tax rate for the year ended December 31, 2019 differed from the U.S. federal statutory rate of 21.0% primarily due to the effect of non-controlling interests and other discrete items, partially offset by state and local taxes including the tax impact of state apportionment rate changes on total tax expense as a result of the reduction of the Company’s net deferred asset. The components of the Company’s net deferred tax asset (liability) are as follows: December 31, 2021 2020 (in thousands) Deferred tax assets: Investment in partnership $ 506,586 $ 509,835 Net operating losses 55,236 21,647 Tax Receivable Agreement - Interest 13,393 13,859 Employee compensation 31,507 23,291 Tax credits 8,947 9,276 Other 9,775 7,150 Deferred tax assets, gross 625,444 585,058 Valuation Allowance (741) (110) Total deferred tax assets, net 624,703 584,948 Deferred tax liabilities Goodwill and Intangibles (26,744) (24,811) Total deferred tax liabilities (26,744) (24,811) Total net deferred tax asset (liability) $ 597,959 $ 560,137 The Company expects to obtain an increase in its share of the tax basis of the assets of TWM LLC when LLC Interests are redeemed or exchanged by the Continuing LLC Owners and in connection with certain other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts that the Corporation would otherwise pay in the future to various tax authorities. Pursuant to the Tax Receivable Agreement, the Corporation is required to make cash payments to the Continuing LLC Owners equal to 50% of the amount of U.S. federal, state and local income or franchise tax savings, if any, that the Corporation actually realizes (or in some circumstances are deemed to realize) as a result of certain future tax benefits to which we may become entitled. The Corporation expects to benefit from the remaining 50% of tax benefits, if any, that the Corporation may actually realize. See Note 10 – Tax Receivable Agreement for further details. The tax benefit has been recognized in deferred tax assets on the consolidated statement of financial condition. As of December 31, 2021, the Company had tax effected U.S. federal net operating loss carryforwards for income tax purposes of $48.4 million and state and local net operating loss carryforwards of $6.8 million, respectively. If not utilized, the state and local net operating loss carryforwards will begin to expire in 2035. The U.S. federal net operating loss carryforwards can be carried forward indefinitely. The components of the Company’s uncertain tax positions are as follows: Amount (in thousands) Gross unrecognized tax benefits as of January 1, 2021 $ 5,514 Increase in current year tax positions 1,900 Increase in prior year tax positions 1,528 Decrease in prior year tax positions — Settlements (1,936) Gross unrecognized tax benefits as of December 31, 2021 $ 7,006 The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in the consolidated statements of financial condition. The total amount of interest and penalties accrued as of December 31, 2021 are $1.9 million and $0.2 million, respectively. As a result of the Refinitiv Contribution (as defined in Note 11 – Stockholders’ Equity), the Company assumed the tax liabilities of the contributed entity. The contributed entity is under audit by the State of New Jersey for the tax years 2012 - 2015 and is appealing a tax assessment from an audit by the State of New Jersey for the tax years 2008 - 2011. As of both December 31, 2021 and 2020, the tax liability related to the Refinitiv Contribution is $2.7 million and is included within accounts payable, accrued expenses and other liabilities on the consolidated statement of financial condition. The Company is indemnified by Refinitiv for these tax liabilities that were assumed by the Company as a result of the Refinitiv Contribution. As of both December 31, 2021 and 2020, $2.7 million is included in other assets on the consolidated statement of financial condition related to this indemnification. The above tax positions were recognized using the best estimate of the amount expected to be paid based on available information and assessment of all relevant factors. Due to the uncertainty associated with tax audits, it is possible that at some future date liabilities resulting from these audits could vary significantly from these positions. Nevertheless, based on currently enacted legislation and information currently known to us, the Company believes that the ultimate resolution of these audits will not have a material adverse impact on the Company’s financial condition taken as a whole. Furthermore, the Company does not anticipate any changes to net uncertain tax benefits within the next twelve months. |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Tax Receivable Agreement | |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Reorganization Transactions, the Corporation entered into a tax receivable agreement (the “Tax Receivable Agreement”) with TWM LLC and the Continuing LLC Owners, which provides for the payment by the Corporation to a Continuing LLC Owner of 50% of the amount of U.S. federal, state and local income or franchise tax savings, if any, that the Corporation actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of TWM LLC’s assets resulting from (a) the purchase of LLC Interests from such Continuing LLC Owner, including with the net proceeds from the IPO and any subsequent offerings or (b) redemptions or exchanges by such Continuing LLC Owner of LLC Interests for shares of Class A common stock or Class B common stock or for cash, as applicable, and (ii) certain other tax benefits related to the Corporation making payments under the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are made within 150 days after the filing of the tax return based on the actual tax savings realized by the Corporatio n. The first payment of the Tax Receivable Agreement was made in January 2021. Substantially all payments due under the Tax Receivable Agreement are payable over the fifteen years following the purchase of LLC Interests from Continuing LLC Owners or redemption or exchanges by Continuing LLC Owners of LLC Interests. The Corporation accounts for the income tax effects resulting from taxable redemptions or exchanges of LLC Interests by the Continuing LLC Owners for shares of Class A common stock or Class B common stock or cash, as the case may be, and purchases by the Corporation of LLC Interests from the Continuing LLC Owners by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of each redemption, exchange, or purchase, as the case may be. Further, the Corporation evaluates the likelihood that it will realize the benefit represented by the deferred tax asset, and, to the extent that the Corporation estimates that it is more likely than not that it will not realize the benefit, it reduces the carrying amount of the deferred tax asset with a valuation allowance. The impact of any changes in the total projected obligations recorded under the Tax Receivable Agreement as a result of actual changes in the mix of the Company’s earnings, tax legislation and tax rates in various jurisdictions, or other factors that may impact the Corporation’s actual tax savings realized, are reflected in income before taxes on the consolidated statements of income in the period in which the change occurs. As of December 31, 2021 and 2020, the tax receivable agreement liability on the consolidated statements of financial condition totaled $412.4 million and $404.3 million, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company recognized a tax receivable agreement liability adjustment o f $12.7 million, $11.4 million and $33.1 million |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Initial Public Offering and Reorganization Transactions In April 2019, the Corporation completed its IPO of 46,000,000 shares of Class A common stock at a public offering price of $27.00, which included 6,000,000 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. The Corporation received $1.2 billion in net proceeds, after deducting underwriting discounts and commissions but before deducting offering expenses, which were used to purchase LLC Interests from certain of the Bank Stockholders (and the corresponding shares of common stock were cancelled as described below), at a purchase price per interest equal to the public offering price of $27.00, less the underwriting discounts and commissions payable thereon. In connection with the IPO, the Reorganization Transactions described below were completed. Amendment and Restatement of Certificate of Incorporation On April 3, 2019, the certificate of incorporation of Tradeweb Markets Inc. was amended and restated to, among other things, provide for the authorization of (i) 250,000,000 shares of preferred stock with a par value of $0.00001 per share (ii) 1,000,000,000 shares of Class A common stock with a par value of $0.00001 per share; (iii) 450,000,000 shares of Class B common stock with a par value of $0.00001 per share; (iv) 350,000,000 shares of Class C common stock with a par value of $0.00001 per share; and (v) 300,000,000 shares of Class D common stock with a par value of $0.00001 per share. Each share of Class A common stock and Class C common stock entitles its holder to one vote on all matters presented to the Corporation’s stockholders generally. Each share of Class B common stock and Class D common stock entitles its holder to ten votes on all matters presented to the Corporation’s stockholders generally. The holders of Class C common stock and Class D common stock have no economic interests in the Corporation (where “economic interests” means the right to receive any dividends or distributions, whether cash or stock, in connection with common stock). These attributes are summarized in the following table: Class of Common Stock Par Value Votes Economic Rights Class A common stock $ 0.00001 1 Yes Class B common stock $ 0.00001 10 Yes Class C common stock $ 0.00001 1 No Class D common stock $ 0.00001 10 No Holders of outstanding shares of Class A common stock, Class B common stock, Class C common stock and Class D common stock will vote together as a single class on all matters presented to the Corporation’s stockholders for their vote or approval, except as otherwise required by applicable law. Holders of Class B common stock may from time to time exchange all or a portion of their shares of Class B common stock for newly issued shares of Class A common stock on a one-for-one basis (in which case their shares of Class B common stock will be cancelled on a one-for-one basis upon any such issuance). Continuing LLC Owners that hold shares of Class D common stock may from time to time exchange all or a portion of their shares of Class D common stock for newly issued shares of Class C common stock on a one-for-one basis (in which case their shares of Class D common stock will be cancelled on a one-for-one basis upon such issuance). In addition, with respect to each Bank Stockholder that holds shares of Class D common stock, immediately prior to the occurrence of any event that would cause the combined voting power held by such Bank Stockholder to exceed 4.9%, the minimum number of shares of Class D common stock of such Bank Stockholder that would need to convert into shares of Class C common stock such that the combined voting power held by such Bank Stockholder would not exceed 4.9% will automatically convert into shares of Class C common stock. Each share of Class B common stock will automatically convert into one share of Class A common stock and each share of Class D common stock will automatically convert into one share of Class C common stock (i) immediately prior to any sale or other transfer of such share by a holder or its permitted transferees to a non-permitted transferee or (ii) once the Refinitiv Owners and their affiliates together no longer beneficially own a number of shares of common stock and LLC Interests that together entitle them to at least 10% of TWM LLC’s economic interest. Holders of LLC Interests that receive shares of Class C common stock upon any such conversion may continue to elect to have their LLC Interests redeemed for newly issued shares of Class A common stock as described below (in which case their shares of Class C common stock will be cancelled on a one-for-one basis upon such issuance). In addition, the Corporation’s board of directors adopted the Omnibus Equity Plan, under which equity awards may be made in respect of shares of Class A common stock. It also assumed sponsorship of the Option Plan and a PRSU plan formerly sponsored by TWM LLC. See Note 13 – Stock-Based Compensation Plans for further details. Recapitalization of Tradeweb Markets LLC On April 4, 2019, the TWM LLC Agreement was amended and restated to, among other things, (i) provide for the LLC Interests, (ii) exchange all of the then existing membership interests in TWM LLC for LLC Interests and (iii) appoint the Corporation as the sole manager of TWM LLC. All of the shares of TWM LLC outstanding prior to the Reorganization Transactions were exchanged for 222,222,197 LLC Interests. TWM LLC’s outstanding shares prior to the Reorganization Transactions consisted of the following classes of shares: Shares Class A 146,333 Class C 447 Class P (A) 6,887 Class P (C) 2 Class P-1(A) 6,094 Class P-1 (C) 232 The TWM LLC Agreement requires that TWM LLC at all times maintain (i) a one-to-one ratio between the number of shares of Class A common stock and Class B common stock issued by the Corporation and the number of LLC Interests owned by the Corporation and (ii) a one-to-one ratio between the number of shares of Class C common stock and Class D common stock issued by the Corporation and the number of LLC Interests owned by the holders of such Class C common stock and Class D common stock. LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for newly issued shares of Class A common stock or Class B common stock, as the case may be, on a one-for-one basis (and such holders’ shares of Class C common stock or Class D common stock, as the case may be, will be cancelled on a one-for-one basis upon any such issuance). In the event of such election by a Continuing LLC Owner, the Corporation may, at its option, effect a direct exchange of Class A common stock or Class B common stock for such LLC Interests of such Continuing LLC Owner in lieu of such redemption. In addition, the Corporation’s board of directors may, at its option, instead of the foregoing redemptions or exchanges of LLC Interests, cause the Corporation to make a cash payment equal to the volume weighted average market price of one share of Class A common stock for each LLC Interest redeemed or exchanged (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the TWM LLC Agreement. Issuance and Cancellation of Common Stock • In connection with the completion of the Reorganization Transactions, the Corporation received 96,933,192 LLC Interests and Refinitiv received 96,933,192 shares of Class B common stock (the “Refinitiv Contribution”). • The Corporation issued 20,000,000 shares of Class C common stock and 105,289,005 shares of Class D common stock to the Original LLC Owners that received LLC Interests on a one-to-one basis with the number of LLC Interests they owned immediately following the amendment and restatement of the TWM LLC Agreement for nominal consideration (the Corporation subsequently cancelled 9,993,731 shares of such Class C common stock and 36,006,269 shares of such Class D common stock in connection with the Corporation’s purchase of LLC Interests from certain of the Bank Stockholders using the net proceeds of the IPO). Following the completion of the Reorganization Transactions, including the IPO and the application of the proceeds therefrom as described above, (i) the investors in the IPO collectively owned 46,000,000 shares of Class A common, representing 2.7% of the combined voting power of all of the Corporation’s common stock and, through the Corporation’s ownership of LLC Interests, 20.7% of the economic interest in TWM LLC; (ii) Refinitiv owned 96,933,192 shares of Class B common stock, representing 56.4% of the combined voting power of all of the Corporation’s common stock and, through the Corporation’s ownership of LLC Interests, 43.6% of the economic interest in TWM LLC; (iii) Refinitiv owned 22,988,329 shares of Class D common stock, representing 13.4% of the combined voting power of all of the Corporation’s common stock, and 22,988,329 LLC Interests, representing 10.3% of the economic interest in TWM LLC, (iv) the Continuing LLC Owners (other than the Refinitiv) collectively owned 10,006,269 shares of Class C common stock and 46,294,407 shares of Class D common stock, representing 27.5% of the combined voting power of all of the Corporation’s common stock, and 56,300,676 LLC Interests, representing 25.3% of the economic interest in TWM LLC; and (v) the Corporation owned 142,933,192 LLC Interests, representing 64.3% of the economic interest in TWM LLC. October 2019 Follow-On Offering In the fourth quarter of 2019, Tradeweb Markets Inc. completed an underwritten follow-on offering of 19,881,059 shares of Class A Common stock at a public offering price of $42.00 per share, which included 2,593,181 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. Tradeweb Markets Inc. received net proceeds of $810.0 million, after deducting underwriting discounts and commissions but before deducting estimated offering expenses, which were used to purchase (i) 19,835,666 issued and outstanding LLC Interests from certain of the Bank Stockholders and certain executive officers (and the corresponding shares of Class C common stock and/or Class D common stock held by such holders were cancelled) and (ii) 45,393 issued and outstanding shares of Class A common stock from certain executive officers (which shares of Class A common stock were cancelled), at a purchase price per interest and share equal to the public offering price of $42.00, less the underwriting discounts and commissions payable thereon. April 2020 Follow-On Offering In the second quarter of 2020, Tradeweb Markets Inc. completed an underwritten follow-on offering of 12,835,245 shares of Class A Common stock at a public offering price of $50.25 per share, which included 1,674,162 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. Tradeweb Markets Inc. received net proceeds of $626.3 million, after deducting underwriting discounts and commissions but before deducting estimated offering expenses, which were used to purchase (i) 12,238,827 issued and outstanding LLC Interests from certain of the Bank Stockholders and certain executive officers (and the corresponding shares of Class C common stock and/or Class D common stock held by such holders were cancelled) and (ii) 596,418 issued and outstanding shares of Class A common stock from certain executive officers (which shares of Class A common stock were cancelled), at a purchase price per interest and share equal to the public offering price per share of $50.25, less the underwriting discounts and commissions payable thereon. Redemptions and Exchanges of LLC Interests In addition to the IPO, the October 2019 follow-on offering and the April 2020 follow-on offering transactions described above, certain Continuing LLC Owners may, from time to time, exercise their redemption rights under the TWM LLC Agreement, pursuant to which LLC Interests are exchanged for newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, shares of Class C and/or Class D common stock are surrendered by the Continuing LLC Owners and cancelled. In connection with these exchanges, Tradeweb Markets Inc. receives LLC Interests, increasing its total ownership interest in TWM LLC. Share Repurchase Program On February 4, 2021, the Company announced that the board of directors authorized a new share repurchase program, primarily to offset annual dilution from stock-based compensation plans (the “Share Repurchase Program”). The Share Repurchase Program authorizes the purchase of up to $150.0 million of the Company’s Class A common stock at the Company’s discretion through the end of fiscal year 2023. The Share Repurchase Program will be effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1). The amounts and timing of the repurchases will be subject to general market conditions and the prevailing price and trading volumes of our Class A common stock. The Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. For shares repurchased pursuant to the Share Repurchase Program, the excess of the repurchase price paid over the par value of the Class A common stock will be recorded as a reduction to retained earnings. The Company began purchasing shares pursuant to the Share Repurchase Program during the second quarter of 2021. During the year ended December 31, 2021, the Company acquired a total of 901,968 shares of Class A common stock, at an average price of $83.90, for purchases totaling $75.7 million . Each share of Class A common stock repurchased pursuant to the Share Repurchase Program was funded with the proceeds, on a dollar-for-dollar basis, from the repurchase by Tradeweb Markets LLC of an LLC Interest from the Company in order to maintain the one-to-one ratio between outstanding shares of the Company’s common stock and LLC Interests owned by the Company. Subsequent to their repurchase, the shares of Class A common stock and the LLC Interests were all cancelled and retired. As of December 31, 2021, a total of $74.3 million remained available for repurchase pursuant to the Share Repurchase Program. Other Share Repurchases During the years ended December 31, 2021, 2020 and 2019, the Company withheld 983,072, 1,509,321 and 208,823 shares, respectively, of common stock from employee stock option, PRSU and RSU awards, at an average price per share of $72.25, $50.47 and $42.70, respectively, and an aggregate value of $71.0 million, $76.2 million and $8.9 million, respectively, based on the price of the Class A common stock on the date the relevant withholding occurred. These shares are withheld in order for the Company to cover the payroll tax withholding obligations upon the exercise of stock options and settlement of RSUs and PRSUs and such shares were not withheld in connection with the Share Repurchase Program discussed above. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Non-Controlling Interests In connection with the Reorganization Transactions, Tradeweb Markets Inc. became the sole manager of TWM LLC and, as a result of this control, and because Tradeweb Markets Inc. has a substantial financial interest in TWM LLC, consolidates the financial results of TWM LLC into its consolidated financial statements. The non-controlling interests balance reported on the consolidated statements of financial condition represents the economic interests of TWM LLC held by the holders of LLC Interests other than Tradeweb Markets Inc. Income or loss is attributed to the non-controlling interests based on the relative ownership percentages of LLC Interests held during the period by Tradeweb Markets Inc. and the other holders of LLC Interests. The following table summarizes the ownership interest in Tradeweb Markets LLC: December 31, 2021 December 31, 2020 LLC Ownership LLC Ownership Number of LLC Interests held by Tradeweb Markets Inc. 203,220,013 86.9 % 195,008,657 85.1 % Number of LLC Interests held by non-controlling interests 30,527,964 13.1 % 34,011,202 14.9 % Total LLC Interests outstanding 233,747,977 100.0 % 229,019,859 100.0 % LLC Interests held by the Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement at the election of the members for shares of Class A common stock or Class B common stock, on a one-for-one basis or, at the Company’s option, a cash payment in accordance with the terms of the TWM LLC Agreement. The following table summarizes the impact on Tradeweb Market Inc.’s equity due to changes in the Corporation’s ownership interest in TWM LLC: Net Income Attributable to Tradeweb Markets Inc. and Transfers (to) from the Non-Controlling Interests Year Ended December 31, 2021 2020 2019 (in thousands) Net income attributable to Tradeweb Markets Inc. $ 226,828 $ 166,296 $ 83,769 Transfers (to) from non-controlling interests: Allocation of equity to non-controlling interests arising from the reorganization transactions and IPO — — (1,607,529) Increase/(decrease) in Tradeweb Markets Inc.’s additional paid-in capital as a result of ownership changes in TWM LLC 87,006 533,900 402,227 Net transfers (to) from non-controlling interests 87,006 533,900 (1,205,302) Change from net income attributable to Tradeweb Markets Inc. and transfers (to) from non-controlling interests $ 313,834 $ 700,196 $ (1,121,533) |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans Under the Omnibus Equity Plan, the Company is authorized to issue up to 8,841,864 new shares of Class A common stock to employees, officers and non-employee directors. Under this plan, the Company may grant awards in respect of shares of Class A common stock, including performance-based restricted stock units (“PRSUs”), stock options, restricted stock units (“RSUs”) and dividend equivalent rights. The awards may have performance-based and time-based vesting conditions. Stock options have a maximum contractual term of 10 years. PRSUs (Equity-Settled) PRSUs are promises to issue actual shares of Class A common stock which cliff vest on January 1 of the third calendar year from the calendar year of the date of grant. The fair value of the equity-settled PRSUs is calculated on the grant date using the stock price of the Class A common stock. The number of shares a participant will receive upon vesting is determined by a performance modifier, which is adjusted as a result of the financial performance of the Company in the grant year. The performance modifier can vary between 0% (minimum) and 200% (maximum) of the target (100%) award amount. Compensation expense for PRSUs that cliff vest is recognized on a straight-line basis over the vesting period for the entire award. The number of shares included in expense each period is based on management’s estimate of the probable final performance modifier for those grants, with such estimate updated each period until the performance modifier is finalized. A summary of the Company’s outstanding equity-settled PRSUs is presented below: Equity-Settled Weighted Equity-settled PRSUs outstanding at December 31, 2020 3,356,130 $ 21.09 Grants 209,925 $ 74.29 Vests (1,108,060) $ 9.53 Performance adjustment 208,437 $ 74.30 Forfeitures and adjustments (10,834) $ 44.51 Equity-settled PRSUs outstanding at December 31, 2021 2,655,598 $ 34.20 The following table summarizes information about equity-settled PRSU awards: Year Ended December 31, 2021 2020 2019 (in thousands) Equity-settled PRSU compensation expense $ 30,633 $ 27,809 $ 25,392 Income tax benefit $ (16,374) $ (10,261) $ (4,781) The weighted-average grant-date fair value of equity-settled PRSUs granted during the years ended December 31, 2020 and 2019 was $38.87 and $21.08, respectively. The total fair value of equity-settled PRSUs vested during the years ended December 31, 2021 and 2020 was $67.4 million and $39.8 million, respectively. There were no equity-settled PRSUs that vested during the year ended December 31, 2019. Options Prior to the IPO, the Company granted the Special Option Award to management and other employees and granted additional options subsequent to the IPO in July 2019 and December 2019, in each case under the Option Plan (the “July 2019 Grants” and the “December 2019 Grants,” respectively). Each option award vests one half based solely on the passage of time and one half only if the Company achieves certain performance targets. The options have a four-year graded vesting schedule, with accelerated vesting for the time-based Special Option Award options originally scheduled to vest in years three and four that were accelerated upon completion of the IPO. The stock-based compensation expense recognition commenced upon the completion of the IPO, with $18.9 million recognized as compensation expense related to the Special Option Award immediately upon the completion of the IPO. The grant-date fair value of the time-based options related to the Special Option Award and the July 2019 Grants are amortized into expense over the requisite service period on a straight-line basis, with each tranche separately measured. The grant-date fair value of the time - based December 2019 Grants are amortized into expense on a straight-line basis over the requisite service period for the entire award. For the portion of all awards that require both future service and the achievement of Company performance-based conditions, the grant-date fair value for each tranche is separately amortized into expense over the requisite service period for the requisite performance - based condition. If in a reporting period it is determined that the achievement of a performance target for a performance - based tranche is not probable, then no expense is recognized for that tranche and any expenses already recognized relating to that tranche in prior reporting periods are reversed in the current reporting period. The Company can elect to net - settle exercised options by reducing the shares of Class A common stock to be issued upon such exercise by the number of shares of Class A common stock having a fair market value on the date of exercise equal to the aggregate option price and withholding taxes payable in respect of the number of options exercised. The Company may then pay these employee payroll taxes from the Company’s cash. A summary of the Company’s outstanding options is presented below: Options Weighted Weighted Average Exercise Price Options outstanding at December 31, 2020 9,241,883 $ 2.54 $ 22.56 Grants — $ — $ — Exercises (5,652,053) $ 2.16 $ 21.56 Forfeitures and adjustments (174,542) $ 7.13 $ 34.85 Expired — $ — $ — Options outstanding at December 31, 2021 3,415,288 $ 2.92 $ 23.59 Vested options outstanding at December 31, 2021 - all exercisable 874,893 $ 2.06 $ 21.17 The following table summarizes information about options awards: Year Ended December 31, 2021 2020 2019 (in thousands) Options compensation expense $ 5,327 $ 6,118 $ 24,432 Income tax benefit $ (69,868) $ (57,457) $ (8,556) There were no options granted during the year ended December 31, 2020. The weighted-average grant-date fair value of options granted during the year ended December 31, 2019 was $8.83. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $333.8 million, $291.8 million and $21.3 million, respectively. The total intrinsic value of all options outstanding as of December 31, 2021 was $261.4 million. The weighted average remaining contractual life of all options outstanding as of December 31, 2021 was 7.0 years. The total intrinsic value of all vested options outstanding as of December 31, 2021 was $69.1 million, all of which are currently exercisable. The weighted average remaining contractual life of all vested options outstanding as of December 31, 2021 was 6.8 years. The fair value of options is calculated on the grant date using the Black-Scholes model. The significant assumptions used to estimate the fair value of the options as of the grant date, for options granted during the year ended December 31, 2019, were as follows: Weighted Average Expected Life (years) 5.7 Weighted Average Risk-Free Interest Rate 2.9 % Weighted Average Expected Volatility 20.0 % Weighted Average Expected Dividend Yield 3.9 % Weighted Average Share Price $ 21.62 Weighted Average Exercise Price $ 21.62 RSUs Beginning in 2020, the Company expanded its RSU grants under the Omnibus Equity Plan to employees. Previously, RSU grants were limited to non-employee directors. RSUs are promises to issue shares of Class A common stock at the end of a vesting period. RSUs granted to employees generally vest one-third each year over a three-year period. RSUs granted to non-employee directors vest after one year. The grant-date fair value of RSUs are amortized into expense on a straight-line basis over the requisite service period for the entire award. A summary of the Company’s outstanding RSUs is presented below: RSUs Weighted RSUs outstanding at December 31, 2020 493,878 $ 38.91 Grants 370,306 $ 75.09 Vests (171,494) $ 38.98 Forfeitures (8,926) $ 54.69 RSUs outstanding at December 31, 2021 683,764 $ 58.28 The following table summarizes information about RSU awards: Year Ended December 31, 2021 2020 2019 (in thousands) RSU compensation expense $ 15,983 $ 5,359 $ — Income tax benefit $ (5,416) $ (311) $ — The weighted-average grant-date fair value of RSUs granted during the year ended December 31, 2020 was $38.91. There were no RSUs granted during the year ended December 31, 2019. The total fair value of RSUs vested during the year ended December 31, 2021 was $12.5 million. There were no RSUs that vested during the years ended December 31, 2020 and 2019. Compensation Expense The Company records stock-based compensation expense for employees and directors in the consolidated statements of income. A summary of the Company’s total stock-based compensation expense relating to its equity-settled PRSUs, options and RSUs is presented below: Year Ended December 31, 2021 2020 2019 (in thousands) Total stock-based compensation expense $ 51,943 $ 39,286 $ 49,824 As of December 31, 2021, total unrecognized compensation expense related to unvested stock-based compensation arrangements and the expected recognition period are as follows: Equity-Settled Options RSUs (dollars in thousands) Total unrecognized compensation cost $ 31,321 $ 2,169 $ 26,383 Weighted-average recognition period 1.69 1.23 1.85 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company enters into transactions with its affiliates from time to time which are considered to be related party transactions. Prior to the Reorganization Transactions, the Bank Stockholders were collectively considered to be related parties of the Company. As a result of the Reorganization Transactions, they are no longer considered to be related parties. As a result, the related party transactions listed below include transactions with the Bank Stockholders or their respective affiliates for pre-IPO periods only. As of December 31, 2021 and 2020, the following balances with such affiliates were included in the consolidated statements of financial condition in the following line items: December 31, 2021 2020 (in thousands) Accounts receivable $ 277 $ 4,009 Receivable from affiliates 3,313 111 Other assets 3,530 2,722 Accounts payable, accrued expenses and other liabilities 7,767 6,140 Deferred revenue 4,767 4,500 Payable to affiliates 4,860 5,142 The following balances with such affiliates were included in the consolidated statements of income in the following line items: Year Ended December 31, 2021 2020 2019 (in thousands) Revenue: Transaction fees and commissions (1) $ — $ — $ 75,829 Subscription fees (1) 923 — 5,670 Refinitiv market data fees (2) 61,161 59,706 55,635 Other fees 522 — — Expenses: (3) Employee compensation and benefits 856 — — Technology and communications 3,951 2,960 2,960 General and administrative 194 (591) 430 Professional fees 39 — — Occupancy — 15 481 Operating income: Net interest income (expense) (4) — — 858 (1) For pre-IPO periods, represents fees and commissions from affiliates of the Bank Stockholders. (2) The Company maintains a market data license agreement with Refinitiv. Under the agreement, the Company delivers to Refinitiv certain market data feeds which Refinitiv redistributes to its customers. The Company earns license fees and royalties for these feeds. (3) The Company maintains agreements with Refinitiv to provide the Company with certain real estate, payroll, benefits administration and other administrative services. (4) For pre-IPO periods, represents interest income from money market funds invested with and savings accounts deposited with affiliates of the Bank Stockholders. During the year ended December 31, 2021, $1.6 million of previously accrued expenses payable to affiliates of Refinitiv were waived and the liabilities were reversed through an increase to additional paid-in capital. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Instruments Measured at Fair Value The Company’s financial instruments measured at fair value on the consolidated statements of financial condition as of December 31, 2021 and 2020 have been categorized based upon the fair value hierarchy as follows: Quoted Prices in active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in thousands) As of December 31, 2021 Assets Cash equivalents – Money market funds $ 654,553 $ — $ — $ 654,553 Receivable from affiliates – Foreign currency forward contracts — 3,019 — 3,019 Total assets measured at fair value $ 654,553 $ 3,019 $ — $ 657,572 Liabilities Payable to affiliates – Foreign currency forward contracts $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ — $ — As of December 31, 2020 Assets Cash equivalents – Money market funds $ 541,790 $ — $ — $ 541,790 Total assets measured at fair value $ 541,790 $ — $ — $ 541,790 Liabilities Payable to affiliates – Foreign currency forward contracts $ — $ 3,409 $ — $ 3,409 Total liabilities measured at fair value $ — $ 3,409 $ — $ 3,409 The Company’s money market funds are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. The valuation for the Company’s foreign currency forward contracts is primarily based on the difference between the exchange rate associated with the forward contract and the exchange rate at the current period end. Foreign currency forward contracts are categorized as Level 2 in the fair value hierarchy. The Company enters into foreign currency forward contracts to mitigate its U.S. dollar and British pound sterling versus Euro exposure, generally with a duration of less than twelve months. As of December 31, 2021 and 2020 , the counterparty on each of the foreign currency forward contracts was an affiliate of Refinitiv and therefore the corresponding receivables and liabilities on such contracts were included in receivable from affiliates and payable to affiliates on the accompanying consolidated statements of financial condition. The following table summarizes the aggregate U.S. dollar equivalent notional amount of the Company’s foreign currency forward contracts not designated as hedges for accounting purposes: December 31, 2021 2020 (in thousands) Foreign currency forward contracts – Gross notional amount $ 146,202 $ 122,458 The Company’s foreign currency forward contracts are not designated as hedges for accounting purposes and changes in the fair value of these contracts during the period are recognized in the consolidated statements of income within general and administrative expenses. The total realized and unrealized gains (losses) on foreign currency forward contracts recorded within general and administrative expenses in the consolidated statements of income are as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Foreign currency forward contracts not designated in accounting hedge relationship $ 9,008 $ (6,269) $ 3,029 The Company has no financial instruments measured at fair value that are classified within level 3 of the fair value hierarchy. Financial Instruments Not Measured at Fair Value The Company’s financial instruments not measured at fair value on the consolidated statements of financial condition as of December 31, 2021 and 2020 have been categorized based upon the fair value hierarchy as follows: Carrying Value Quoted Prices in Significant Observable Inputs (Level 2) Significant Total Fair Value (in thousands) As of December 31, 2021 Assets Cash and restricted cash $ 318,495 $ 318,495 $ — $ — $ 318,495 Receivable from brokers and dealers and clearing organizations — — — — — Deposits with clearing organizations 20,523 20,523 — — 20,523 Accounts receivable 129,937 — 129,937 — 129,937 Other assets – Memberships in clearing organizations 2,392 — — 2,392 2,392 Total $ 471,347 $ 339,018 $ 129,937 $ 2,392 $ 471,347 Liabilities Payable to brokers and dealers and clearing organizations $ — $ — $ — $ — $ — Total $ — $ — $ — $ — $ — As of December 31, 2020 Assets Cash and restricted cash $ 250,490 $ 250,490 $ — $ — $ 250,490 Receivable from brokers and dealers and clearing organizations 368 — 368 — 368 Deposits with clearing organizations 11,671 11,671 — — 11,671 Accounts receivable 105,286 — 105,286 — 105,286 Other assets – Memberships in clearing organizations 1,586 — — 1,586 1,586 Total $ 369,401 $ 262,161 $ 105,654 $ 1,586 $ 369,401 Liabilities Payable to brokers and dealers and clearing organizations $ 252 $ — $ 252 $ — $ 252 Total $ 252 $ — $ 252 $ — $ 252 The carrying value of financial instruments not measured at fair value classified within level 1 or level 2 of the fair value hierarchy approximates fair value because of the relatively short term nature of the underlying assets or liabilities. The memberships in clearing organizations, which are included in other assets on the consolidated statements of financial condition, are classified within level 3 of the fair value hierarchy because the valuation requires assumptions that are both significant and unobservable. Non-recurring Fair Value Measurements The Company measures certain assets and liabilities, such as assets acquired in a business combination, at fair value as of the acquisition date. See Note 4 – Acquisitions for further details regarding these non-recurring fair value measurements. Financial Instruments Without Readily Determinable Fair Values Included in other assets on the consolidated statements of financial condition are equity investments without readily determinable fair values of $21.1 million as of both December 31, 2021 and 2020. There were no impairments or adjustments to the carrying value of equity investments without readily determinable fair values during the year ended December 31, 2021 and 2020 and no adjustments to the original cost basis have been made to the carrying value over the life of the instruments. |
Credit Risk
Credit Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Credit Risk | Credit Risk In the normal course of business the Company, as agent, executes transactions with, and on behalf of, other brokers and dealers. If the agency transactions do not settle because of failure to perform by either counterparty, the Company will recognize a receivable from (and a matching payable to) brokers and dealers and clearing organizations for the proceeds from the unsettled transaction, until the failed transaction settles. The Company may be obligated to discharge the obligation of the non-performing party and, as a result, may incur a loss if the market value of the security is different from the contract amount of the transaction. However, from time to time, the Company enters into repurchase and/or reverse repurchase agreements to facilitate the clearance of securities relating to fails to deliver or receive. Credit exposure related to these agreements to repurchase, including the risk related to a decline in market value of collateral (pledged or received), is managed by entering into agreements to repurchase with overnight or short-term maturity dates and only entering into repurchase transactions with netting members of the Fixed Income Clearing Corporation (“FICC”). The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty. A substantial number of the Company’s transactions are collateralized and executed with, and on behalf of, a limited number of broker-dealers. The Company’s exposure to credit risk associated with the nonperformance of these clients in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile trading markets which may impair the clients’ ability to satisfy their obligations to the Company. The Company does not expect nonperformance by counterparties in the above situations. However, the Company’s policy is to monitor its market exposure and counterparty risk. In addition, the Company has a policy of reviewing, as considered necessary, the credit standing of each counterparty with which it conducts business. Allowance for Credit Losses The Company may be exposed to credit risk regarding its receivables, which are primarily receivables from financial institutions, including investment managers and broker-dealers. The Company maintains an allowance for credit losses based upon an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Careful analysis of the financial condition of our counterparties is also performed. The Company has evaluated its loss assumptions as a result of the COVID-19 pandemic and determined the current estimate of expected credit losses remains reasonable due to continued strong collections and no deterioration in the accounts receivable aging. Account balances are pooled based on the following risk characteristics: • Geographic location • Transaction fee type (billing type) • Legal entity Write-Offs Once determined uncollectible, aged balances are written off against the allowance for credit losses. This determination is based on careful analysis of individual receivables and aging schedules, which are disaggregated based on the risk characteristics described above. Based on current policy, this generally occurs when the receivable is 360 days past due. As of December 31, 2021 and 2020, the Company maintained an allowance for credit losses with regard to these receivables of $0.3 million and $0.2 million, respectively. For the years ended December 31, 2021 and 2020, the Company recognized a credit loss expense of $13 thousand and $0.1 million, respectively. For the year ended December 31, 2019, recoveries resulted in a net reversal of credit loss expense totaling $1.0 million. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company enters into user agreements with its dealers which provide the dealers with indemnification from third parties in the event that the electronic marketplaces of the Company infringe upon the intellectual property or other proprietary right of a third party. The Company’s exposure under these user agreements is unknown as this would involve estimating future claims against the Company which have not yet occurred. However, based on its experience, the Company expects the risk of a material loss to be remote. The Company has been named as a defendant, along with other financial institutions, in antitrust class actions (consolidated into two actions) relating to trading practices in United States Treasury securities auctions. The cases were dismissed in March 2021, with the Court granting the Plaintiffs leave to further amend the complaint by no later than May 14, 2021. The plaintiffs filed an Amended Complaint on or about May 14, 2021, and the Company served its motion to dismiss on Plaintiffs on June 14, 2021. The motions to dismiss were fully briefed on August 4, 2021. In the event the matter is not dismissed, the Company intends to continue to vigorously defend its position, and believes that it has meritorious defenses to the Amended Complaint. Additionally, the Company was dismissed from a class action relating to an interest rate swaps matter in 2017, but that matter continues against the remaining defendant financial institutions. The Company records its best estimate of a loss, including estimated defense costs, when the loss is considered probable and the amount of such loss can be reasonably estimated. Based on its experience, the Company believes that the amount of damages claimed in a legal proceeding is not a meaningful indicator of the potential liability. At this time, the Company cannot reasonably predict the timing or outcomes of, or estimate the amount of loss, or range of loss, if any, related to its pending legal proceedings, including the matters described above, and therefore does not have any contingency reserves established for any of these matters. Revolving Credit Facility On April 8, 2019, the Company entered into a five year, $500.0 million senior secured revolving credit facility (“Credit Facility”) with a syndicate of banks. The Credit Facility was subsequently amended on November 7, 2019. The Credit Facility provides additional borrowing capacity to be used to fund ongoing working capital needs, letters of credit and for general corporate purposes, including potential future acquisitions and expansions. Under the terms of the credit agreement that governs the Credit Facility, borrowings under the Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a base rate equal to the greatest of (i) the administrative agent’s prime rate, (ii) the federal funds effective rate plus ½ of 1.0% and (iii) one month LIBOR plus 1.0%, in each case plus 0.75%, or (b) LIBOR plus 1.75%, subject to a 0.00% floor. The credit agreement also includes a commitment fee of 0.25% for available but unborrowed amounts and other administrative fees that are payable quarterly. The Credit Facility is available until April 2024, provided the Company is in compliance with all covenants. Financial covenant requirements include maintaining minimum ratios related to interest coverage and leverage. As of December 31, 2021, there were $0.5 million in letters of credit issued under the Revolving Credit Facility and no borrowings outstanding. As of December 31, 2020, there were no letters of credit issued under the Revolving Credit Facility and no drawn amounts outstanding. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share In April 2019, the Company completed the Reorganization Transactions and the IPO, which, among other things, resulted in the Corporation becoming the successor of TWM LLC for financial reporting purposes. As a result, earnings per share information for the pre-IPO period is not comparable to earnings per share information for the post-IPO period. Thus, earnings per share information is being presented separately for the pre-IPO and post - IPO periods. The following table summarizes the calculations of basic and diluted earnings per share of Class A and Class B common stock for Tradeweb Markets Inc. (post-IPO period): Year Ended December 31, EPS: Post-IPO net income attributable to Tradeweb Markets Inc. 2021 2020 2019 (in thousands, except share and per share amounts) Numerator: Post-IPO net income attributable to Tradeweb Markets Inc. $ 226,828 $ 166,296 $ 83,769 Denominator: Weighted average shares of Class A and Class B common stock outstanding - Basic 201,419,081 180,409,462 148,013,274 Dilutive effect of equity-settled PRSUs 2,067,558 2,472,801 2,464,137 Dilutive effect of options 3,473,549 5,179,109 6,062,835 Dilutive effect of RSUs 294,652 161,660 — Weighted average shares of Class A and Class B common stock outstanding - Diluted 207,254,840 188,223,032 156,540,246 Earnings per share - Basic $ 1.13 $ 0.92 $ 0.57 Earnings per share - Diluted $ 1.09 $ 0.88 $ 0.54 The following table summarizes the basic and diluted earnings per share calculations for Tradeweb Markets LLC (pre-IPO period): Year Ended December 31, EPS: Pre-IPO net income attributable to Tradeweb Markets LLC (1) 2019 (in thousands, except share and per share amounts) Numerator: Pre-IPO net income attributable to Tradeweb Markets LLC $ 42,352 Denominator: Weighted average LLC Interests outstanding - Basic 222,222,197 Dilutive effect of equity - settled PRSUs 1,098,260 Weighted average LLC Interests outstanding - Diluted 223,320,457 Earnings per share - Basic $ 0.19 Earnings per share - Diluted $ 0.19 (1) Earnings per share and weighted average shares outstanding for the pre-IPO periods have been computed to give effect to the Reorganization Transactions, including the amendment and restatement of the TWM LLC Agreement to, among other things, (i) provide for LLC Interests and (ii) exchange all of the then existing membership interests in TWM LLC for LLC interests. LLC Interests held by the Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A or Class B common stock of Tradeweb Markets Inc. The potential dilutive effect of LLC Interests are evaluated under the if-converted method. The potential dilutive effect of PRSUs, shares underlying options and RSUs are evaluated under the treasury stock method. The following table summarizes the PRSUs, shares underlying options, RSUs and weighted-average LLC Interests that were anti-dilutive for the post - IPO periods indicated. As a result, these shares, which were outstanding, were excluded from the computation of diluted earnings per share for the post - IPO periods indicated: Year Ended December 31, 2021 2020 2019 Anti - dilutive Shares: Equity-settled PRSUs — — — Options — 264,376 128,125 RSUs — 443 — LLC Interests 30,699,577 45,828,289 74,279,741 For the year ended December 31, 2019, there were no anti-dilutive shares relating to the pre-IPO period. Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share and are not participating securities for purposes of the computation of diluted earnings per share. |
Regulatory Capital Requirements
Regulatory Capital Requirements | 12 Months Ended |
Dec. 31, 2021 | |
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract] | |
Regulatory Capital Requirements | Regulatory Capital Requirements TWL, DW, TWD and EA are subject to the Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934. TEL and TESL are subject to certain financial resource requirements with the FCA in the UK, TWJ is subject to certain financial resource requirements with the FCA in Japan and TWEU is subject to certain finance resource requirements with the AFM in the Netherlands. At December 31, 2021 and 2020, the regulatory capital requirements and regulatory capital for TWL, DW, TWD, TEL, TWJ, TWEU, TESL and EA are as follows: As of December 31, 2021 TWL DW TWD TEL TWJ TWEU TESL EA (in thousands) Regulatory Capital $ 33,566 $ 61,379 $ 22,784 $ 84,636 $ 7,932 $ 7,626 $ 1,760 $ 212,572 Regulatory Capital Requirement 3,424 2,931 652 36,136 1,184 3,272 1,272 78 Excess Regulatory Capital $ 30,142 $ 58,448 $ 22,132 $ 48,500 $ 6,748 $ 4,354 $ 488 $ 212,494 As of December 31, 2020 TWL DW TWD TEL TWJ TWEU (in thousands) Regulatory Capital $ 49,254 $ 58,026 $ 20,577 $ 59,238 $ 11,066 $ 19,102 Regulatory Capital Requirement 2,438 2,147 731 33,742 3,799 2,562 Excess Regulatory Capital $ 46,816 $ 55,879 $ 19,846 $ 25,496 $ 7,267 $ 16,540 As SEFs, TW SEF and DW SEF are required to maintain adequate financial resources and liquid financial assets in accordance with CFTC regulations. The required and maintained financial resources and liquid financial assets at December 31, 2021 and 2020 are as follows: As of December 31, 2021 As of December 31, 2020 TW SEF DW SEF TW SEF DW SEF (in thousands) Financial Resources $ 30,063 $ 15,999 $ 28,476 $ 15,298 Required Financial Resources 11,000 6,770 13,500 6,223 Excess Financial Resources $ 19,063 $ 9,229 $ 14,976 $ 9,075 Liquid Financial Assets $ 15,283 $ 10,014 $ 15,662 $ 8,610 Required Liquid Financial Assets 2,750 1,693 6,750 3,112 Excess Liquid Financial Assets $ 12,533 $ 8,321 $ 8,912 $ 5,498 |
Business Segment and Geographic
Business Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment and Geographic Information | Business Segment and Geographic Information The Company operates electronic marketplaces for the trading of products across the rates, credit, equities and money markets asset classes and provides related pre-trade and post-trade services. The Company’s operations constitute a single business segment because of the integrated nature of these marketplaces and services. Information regarding revenue by client sector is as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Revenues Institutional $ 668,812 $ 554,330 $ 453,379 Wholesale 254,927 185,456 171,096 Retail 70,566 76,352 80,368 Market Data 82,142 76,521 70,723 Total revenue 1,076,447 892,659 775,566 Operating expenses 717,619 629,304 585,747 Operating income $ 358,828 $ 263,355 $ 189,819 The Company operates in the U.S. and internationally, primarily in the Europe and Asia regions. Revenues are attributed to geographic area based on the jurisdiction where the underlying transactions take place. The results by geographic region are not meaningful in understanding the Company’s business. Long-lived assets are attributed to the geographic area based on the location of the particular subsidiary. The following table provides revenue by geographic area: Year Ended December 31, 2021 2020 2019 (in thousands) Revenues U.S. $ 673,223 $ 570,064 $ 497,316 International 403,224 322,595 278,250 Total revenue $ 1,076,447 $ 892,659 $ 775,566 The following table provides information on the attribution of long-lived assets by geographic area: December 31, 2021 2020 (in thousands) Long-lived assets U.S. $ 4,152,186 $ 4,091,569 International 15,848 16,544 Total $ 4,168,034 $ 4,108,113 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Chairman of the Board of Directors On February 16, 2022, the Company announced that Mr. Martin Brand, previously the Chairman of the Company’s board of directors (the “Board”), stepped down as Chairman and resigned from the Board effective February 11, 2022. Mr. Brand’s resignation was not the result of any disagreement with the Company. In connection with Mr. Brand’s resignation, the Board elected Mr. Lee Olesky, the Company’s co-founder and Chief Executive Officer (“CEO”) and a member of the Board since March 2019, as Chairman of the Board, effective February 11, 2022. Ms. Paula Madoff, who has also served on the Board since March 2019, was elected Lead Independent Director effective February 11, 2022. CEO Transition On February 16, 2022, the Company announced that Mr. Olesky will retire as CEO of the Company effective December 31, 2022. On February 11, 2022, the Board elected the Company’s President, Mr. Billy Hult, to succeed Mr. Olesky as CEO of the Company, effective January 1, 2023. Mr. Olesky will stay on with the Company in the position of Chairman of the Board, and accordingly will continue to serve in his capacity as a director of the Company. Cash Dividends and Distributions On February 2, 2022, the Board declared a cash dividend of $0.08 per share of Class A common stock and Class B common stock for the first quarter of 2022. This dividend will be payable on March 15, 2022 to stockholders of record as of March 1, 2022. On February 1, 2022, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $16.7 million, as adjusted by required state and local tax withholdings as well as increases in Tradeweb Markets Inc. shares, that will be determined prior to the record date of March 1, 2022, payable on March 11, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As discussed in Note 1 – Organization, as a result of the Reorganization Transactions, Tradeweb Markets Inc. consolidates TWM LLC and its subsidiaries and TWM LLC is considered to be the predecessor to Tradeweb Markets Inc. for financial reporting purposes. Tradeweb Markets Inc. had no business transactions or activities and no substantial assets or liabilities prior to the Reorganization Transactions. The consolidated financial statements represent the financial condition and results of operations of the Company and report a non-controlling interest related to the LLC Interests held by the Continuing LLC Owners. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the difference may be material to the consolidated financial statements. |
Reclassifications | ReclassificationsCertain reclassifications have been made to prior periods’ financial information to conform to the current year presentation. This primarily includes an aggregation of transaction fees and commissions into a single revenue category titled “transaction fees and commissions” for all periods presented in the consolidated statements of income. These reclassifications had no impact on total consolidated revenue or consolidated net income. |
Business Combinations | Business Combinations Business combinations are accounted for under the purchase method of accounting pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) . The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The fair value of assets acquired and liabilities assumed is determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates, customer attrition rates and asset lives. |
Pushdown Accounting | Pushdown Accounting In connection with the Refinitiv Transaction, a majority interest of Refinitiv was acquired by BCP on October 1, 2018 from TR. The Refinitiv Transaction was accounted for by Refinitiv in accordance with the acquisition method of accounting pursuant to ASC 805 , and pushdown accounting was applied to Refinitiv to record the fair value of the assets and liabilities of Refinitiv as of October 1, 2018, the date of the Refinitiv Transaction. The Company, as a consolidating subsidiary of Refinitiv, also accounted for the Refinitiv Transaction using pushdown accounting which resulted in a new fair value basis of accounting for certain of the Company’s assets and liabilities beginning on October 1, 2018. Under the pushdown accounting applied, the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as of October 1, 2018 was recorded as goodwill. The fair value of assets acquired and liabilities assumed was determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. The adjusted valuations primarily affected the values of the Company’s long-lived and indefinite-lived intangible assets, including software development costs. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consists of cash and highly liquid investments (such as short-term money market instruments) with original maturities at the time of purchase of three months or less. |
Allowance for Credit Losses | Allowance for Credit LossesThe Company continually monitors collections and payments from its clients and maintains an allowance for credit losses. The allowance for credit losses is based on an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Careful analysis of the financial condition of our counterparties is also performed. Additions to the allowance for credit losses are charged to credit loss expense, which is included in general and administrative expenses in the consolidated statements of income. Aged balances that are determined to be uncollectible, are written off against the allowance for credit losses. |
Receivable from and Payable to Brokers and Dealers and Clearing Organizations | Receivable from and Payable to Brokers and Dealers and Clearing Organizations Receivable from and payable to brokers and dealers and clearing organizations consists of proceeds from transactions executed on the Company’s wholesale platform which failed to settle due to the inability of a transaction party to deliver or receive the transacted security. These securities transactions are generally collateralized by those securities. Until the failed transaction settles, a receivable from (and a matching payable to) brokers and dealers and clearing organizations is recognized for the proceeds from the unsettled transaction. |
Deposits with Clearing Organizations | Deposits with Clearing OrganizationsDeposits with clearing organizations are comprised of cash deposits. |
Furniture, Equipment, Purchased Software and Leasehold Improvements | Furniture, Equipment, Purchased Software and Leasehold Improvements Furniture, equipment, purchased software and leasehold improvements are carried at cost less accumulated depreciation. Depreciation for furniture, equipment and purchased software is computed on a straight-line basis over the estimated useful lives of the related assets, ranging from three Furniture, equipment, purchased software and leasehold improvements are tested for impairment whenever events or changes in circumstances suggest that an asset’s carrying value may not be fully recoverable. |
Software Development Costs | Software Development Costs The Company capitalizes costs associated with the development of internal use software at the point at which the conceptual formulation, design and testing of possible software project alternatives have been completed. The Company capitalizes employee compensation and related benefits and third party consulting costs incurred during the application development stage which directly contribute to such development. Such costs are amortized on a straight-line basis over three years. Software development costs acquired as part of the NFI Acquisition are amortized over one year. Costs capitalized as part of the Refinitiv Transaction pushdown accounting allocation are amortized over nine years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable, or that their useful lives are shorter than originally expected. Non-capitalized software costs and routine maintenance costs are expensed as incurred. |
Goodwill | Goodwill Goodwill includes the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as previously applied under pushdown accounting in connection with the Refinitiv Transaction. Goodwill also includes the cost of acquired companies in excess of the fair value of identifiable net assets at the acquisition date, including the NFI Acquisition. Goodwill is not amortized, but is tested for impairment annually on October 1 st and between annual tests, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The Company is one reporting unit for goodwill impairment testing purposes. An impairment loss is recognized if the estimated fair value of a reporting unit is less than its net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value. |
Intangible Assets | Intangible Assets Intangible assets with a finite life are amortized over the estimated lives, ranging from seven |
Equity Investments Without Readily Determinable Fair Values | Equity Investments Without Readily Determinable Fair ValuesEquity Investments without a readily determinable fair value are measured at cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer. If the Company determines that the equity investment is impaired on the basis of a qualitative assessment, the Company will recognize an impairment loss equal to the amount by which the investment’s carrying amount exceeds its fair value. Equity investments are included as a component of other assets on the consolidated statements of financial condition. |
Leases | Leases At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of twelve months based on the initial present value of the fixed lease payments over the lease term. The lease right-of-use asset also reflects the present value of any initial direct costs, prepaid lease payments and lease incentives. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the Company’s incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company includes the term covered by an option to extend a lease when the option is reasonably certain to be exercised. The Company has elected not to separate non-lease components from lease components for all leases. Significant assumptions and judgements in calculating the lease right-of-use assets and lease liabilities include the determination of the applicable borrowing rate for each lease. Operating lease expense is recognized on a straight-line basis over the lease term and included as a component of occupancy expense in the consolidated statements of income. The Company adopted Accounting Standards Update (“ASU”) 2016-2, Leases (Topic 842) on January 1, 2019 using the modified retrospective method of adoption and elected to take the optional package of practical expedients, which allowed for no reassessment of: • whether any expired or existing contracts are or contain leases, • the lease classification for any expired or existing leases, and • initial direct costs for any existing leases. |
Deferred IPO and Follow-On Offering Costs | Deferred IPO and Follow-On Offering CostsDeferred IPO and follow-on offering costs consist of legal, accounting, and other costs directly related to the Company’s efforts to raise capital. These costs are recognized as a reduction in additional paid-in capital within the consolidated statements of financial condition when the offering is effective. |
Revenue Recognition | Revenue RecognitionThe Company’s classification of revenues in the consolidated statements of income represents revenues from contracts with customers disaggregated by type of revenue. |
Translation of Foreign Currency and Foreign Currency Forward Contracts | Translation of Foreign Currency and Foreign Currency Forward Contracts Revenues and expenses denominated in foreign currencies are translated at the rate of exchange prevailing at the transaction date. Assets and liabilities denominated in foreign currencies are translated at the rate prevailing at the consolidated statements of financial condition date. Foreign currency re-measurement gains or losses on transactions in nonfunctional currencies are recognized in the consolidated statements of income within general and administrative expenses. The realized and unrealized gains/losses totaled a $4.0 million loss, a $1.3 million gain and a $3.0 million loss for the years ended December 31, 2021, 2020 and 2019, respectively. Gains or losses on translation in the financial statements of a non-U.S. operation, when the functional currency is other than the U.S. dollar, are included as a component of other comprehensive income. |
Income Tax | Income Tax The Corporation is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates. TWM LLC is a multiple member limited liability company taxed as a partnership and accordingly any taxable income generated by TWM LLC is passed through to and included in the taxable income of its members, including the Corporation. Income taxes also include unincorporated business taxes on income earned or losses incurred for conducting business in certain state and local jurisdictions, income taxes on income earned or losses incurred in foreign jurisdictions on certain operations and federal and state income taxes on income earned or losses incurred, both current and deferred, on subsidiaries that are taxed as corporations for U.S. tax purposes. The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company measures deferred taxes using the enacted tax rates and laws that will be in effect when such temporary differences are expected to reverse. The Company evaluates the need for valuation allowances based on the weight of positive and negative evidence. The Company records valuation allowances wherever management believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the foreseeable future. The Company records uncertain tax positions on the basis of a two-step process whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in the consolidated statements of financial condition. The Company has elected to treat taxes due on future U.S. inclusions in taxable income under the global intangible low-taxed income (“GILTI”) provision of the Tax Cuts and Jobs Act as a current period expense when incurred. |
Stock-Based Compensation | Stock-Based Compensation The stock-based payments received by the employees of the Company are accounted for as equity awards. As an equity award, the Company measures and recognizes the cost of employee services received in exchange for awards of equity instruments based on their estimated fair values measured as of the grant date. These costs are recognized as an expense over the requisite service period, with an offsetting increase to additional paid-in capital. The grant-date fair value of stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. Forfeitures of stock-based compensation awards are recognized as they occur. For grants made during the post-IPO period, the fair value of the equity instruments is determined based on the price of the Class A common stock on the grant date. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing the net income attributable to the Company’s shares by the weighted-average number of the Company’s shares outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average number of the Company’s shares reflects the dilutive effect that could occur if all potentially dilutive securities were converted into or exchanged or exercised for TWM LLC’s shares, in the pre-IPO period, and the Class A or Class B common stock, in the post-IPO period, as applicable. The dilutive effect of stock options and other stock-based payment awards is calculated using the treasury stock method, which assumes the proceeds from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of LLC Interests is evaluated under the if-converted method, where the securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period presented. Performance-based awards are considered contingently issuable shares and their dilutive effect is included in the denominator of the diluted earnings per share calculation for the entire period, if those shares would be issuable as of the end of the reporting period, assuming the end of the reporting period was also the end of the contingency period. Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share. |
Fair Value Measurement | Fair Value Measurement The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Instruments that the Company owns (long positions) are marked to bid prices, and instruments that the Company has sold, but not yet purchased (short positions) are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy under ASC 820, Fair Value Measurement (“ASC 820”) , prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below. Basis of Fair Value Measurement A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. • Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 : Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; • Level 3 : Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocated | The final purchase price was allocated as follows: Purchase Price Allocation (in thousands) Cash and cash equivalents $ 33,797 Deposits with clearing organizations 18,147 Accounts receivable 2,645 Equipment 1,498 Software development costs 820 Goodwill 85,462 Intangible assets – customer relationships 101,285 Accrued compensation (1,246) Deferred revenue (620) Accounts payable, accrued expenses and other liabilities (229) Total 241,559 Less: Cash acquired (33,797) Less: Deposits with clearing organizations acquired (18,147) Working capital adjustments 385 Purchase price, net of cash and deposits acquired and excluding working capital adjustments $ 190,000 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Components of Software Development Costs | The components of software development costs, net of accumulated amortization are as follows: December 31, 2021 2020 (in thousands) Software development costs $ 270,672 $ 235,382 Accumulated amortization (114,469) (67,352) Software development costs, net of accumulated amortization $ 156,203 $ 168,030 |
Schedule of Non-capitalized Software Costs and Routine Maintenance Costs | Capitalized software development costs and amortization expense are as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Software development costs capitalized (1) $ 34,470 $ 31,046 $ 28,681 Amortization expense related to capitalized software development costs 47,116 36,102 26,176 (1) Software development costs capitalized does not include acquired software development costs. See Note 4 – Acquisitions. |
Estimated Annual Future Amortization for Existing Intangible Assets | The estimated annual future amortization for software development costs through December 31, 2026 is as follows: Amount (in thousands) 2022 $ 45,463 2023 $ 35,127 2024 $ 24,045 2025 $ 18,722 2026 $ 18,722 The estimated annual future amortization for definite-lived intangible assets through December 31, 2026 is as follows: Amount (in thousands) 2022 $ 107,198 2023 $ 107,198 2024 $ 107,198 2025 $ 101,684 2026 $ 85,141 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill includes the following activity during the years ended December 31, 2021 and 2020: December 31, 2021 2020 (in thousands) Balance at beginning of period $ 2,694,797 $ 2,694,797 Goodwill recognized in connection with the NFI Acquisition 85,462 — Balance at end of period $ 2,780,259 $ 2,694,797 |
Summary of Intangible Assets Which Have an Indefinite Useful Life | Intangible assets with an indefinite useful life consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 (in thousands) Licenses $ 168,800 $ 168,800 Tradename 154,300 154,300 Total $ 323,100 $ 323,100 |
Intangible Assets That are Subject to Amortization | Intangible assets that are subject to amortization consisted of the following: December 31, 2021 December 31, 2020 Amortization Cost Accumulated Net Carrying Cost Accumulated Net Carrying (in thousands) Customer relationships - Refinitiv Transaction 12 years $ 928,200 $ (251,387) $ 676,813 $ 928,200 $ (174,037) $ 754,163 Customer relationships - NFI Acquisition 13 years 101,285 (3,896) 97,389 — — — Content and data 7 years 154,400 (71,686) 82,714 154,400 (49,629) 104,771 $ 1,183,885 $ (326,969) $ 856,916 $ 1,082,600 $ (223,666) $ 858,934 |
Estimated Annual Future Amortization for Existing Intangible Assets | The estimated annual future amortization for software development costs through December 31, 2026 is as follows: Amount (in thousands) 2022 $ 45,463 2023 $ 35,127 2024 $ 24,045 2025 $ 18,722 2026 $ 18,722 The estimated annual future amortization for definite-lived intangible assets through December 31, 2026 is as follows: Amount (in thousands) 2022 $ 107,198 2023 $ 107,198 2024 $ 107,198 2025 $ 101,684 2026 $ 85,141 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Activity Related to the Company's Leases | The following is a summary of lease right-of-use assets and lease liabilities related to operating leases as of December 31, 2021 and 2020: December 31, 2021 2020 (in thousands) Operating lease right-of-use assets $ 20,496 $ 29,437 Operating lease liabilities $ 24,331 $ 34,463 Activity related to the Company’s leases for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Operating lease expense included as a component of occupancy expense on the accompanying consolidated statements of income $ 10,624 $ 10,439 $ 10,265 Cash for amounts included in the measurement of operating lease liability $ 11,736 $ 12,060 $ 11,667 At December 31, 2021 and 2020, the weighted average borrowing rate and weighted average remaining lease term are as follows: December 31, 2021 2020 Weighted average borrowing rate 2.8 % 2.9 % Weighted average remaining lease term (years) 4.4 4.7 |
Schedule of Maturity of Lease Liabilities and Future Minimum Lease Payments | The following table presents the future minimum lease payments and the maturity of lease liabilities as of December 31, 2021: Amount (in thousands) 2022 $ 8,104 2023 5,653 2024 4,405 2025 2,690 2026 2,544 Thereafter 2,544 Total future lease payments 25,940 Less imputed interest (1,609) Lease liability $ 24,331 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Breakdown of Revenues Between Fixed and Variable Revenues | The breakdown of revenues between fixed and variable revenues for the years ended December 31, 2021, 2020 and 2019 is as follows: Year Ended Year Ended Year Ended December 31, 2021 December 31, 2020 December 31, 2019 (in thousands) Variable Fixed Variable Fixed Variable Fixed Revenues Transaction fees and commissions $ 690,592 $ 155,762 $ 536,176 $ 145,412 $ 435,173 $ 137,775 Subscription fees 1,812 156,636 1,685 140,673 1,736 136,995 Refinitiv market data fees — 61,161 — 59,706 — 55,635 Other 821 9,663 598 8,409 834 7,418 Total revenue $ 693,225 $ 383,222 $ 538,459 $ 354,200 $ 437,743 $ 337,823 |
Schedule of Recognized Revenue and Remaining Deferred Revenue Balance | The revenue recognized and the remaining deferred revenue balances are shown below: Amount (in thousands) Deferred revenue balance - December 31, 2020 $ 23,193 Deferred revenue billed in the current period 119,256 Revenue recognized that was previously deferred (118,139) Deferred revenue acquired in connection with the NFI Acquisition 620 Deferred revenue balance - December 31, 2021 $ 24,930 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Provisions for Income Taxes | The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 2019 (in thousands) Current: Federal $ 2,025 $ (16,529) $ 21,373 State and Local 8,334 5,261 11,537 Foreign 1,107 2,153 4,368 Total current tax expense 11,466 (9,115) 37,278 Deferred: Federal 49,266 52,845 (88) State and local 40,363 12,572 18,194 Foreign (4,220) (228) (3,082) Total deferred tax expense 85,409 65,189 15,024 Total provision for income taxes $ 96,875 $ 56,074 $ 52,302 |
Reconciliation of the Statutory Tax Rate | A reconciliation of the U.S. federal statutory tax rate to the effective rate is as follows: Year Ended December 31, 2021 2020 2019 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal income tax benefit 3.7 5.0 3.9 Foreign tax rate differential (0.2) 0.2 (1.1) Non-controlling interest (2.3) (3.4) (7.2) Tax Receivable Agreement adjustment (0.7) (0.9) (3.1) Rate change 6.7 (0.2) 10.2 Equity Compensation (2.5) (1.8) — Other 0.5 0.5 (0.5) Effective income tax rate 26.2 % 20.4 % 23.2 % |
Components of Deferred Tax Assets (Liabilities) | The components of the Company’s net deferred tax asset (liability) are as follows: December 31, 2021 2020 (in thousands) Deferred tax assets: Investment in partnership $ 506,586 $ 509,835 Net operating losses 55,236 21,647 Tax Receivable Agreement - Interest 13,393 13,859 Employee compensation 31,507 23,291 Tax credits 8,947 9,276 Other 9,775 7,150 Deferred tax assets, gross 625,444 585,058 Valuation Allowance (741) (110) Total deferred tax assets, net 624,703 584,948 Deferred tax liabilities Goodwill and Intangibles (26,744) (24,811) Total deferred tax liabilities (26,744) (24,811) Total net deferred tax asset (liability) $ 597,959 $ 560,137 |
Components of Uncertain Tax Positions | The components of the Company’s uncertain tax positions are as follows: Amount (in thousands) Gross unrecognized tax benefits as of January 1, 2021 $ 5,514 Increase in current year tax positions 1,900 Increase in prior year tax positions 1,528 Decrease in prior year tax positions — Settlements (1,936) Gross unrecognized tax benefits as of December 31, 2021 $ 7,006 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Class of Common Stock Par Value, Votes and Economic Rights | These attributes are summarized in the following table: Class of Common Stock Par Value Votes Economic Rights Class A common stock $ 0.00001 1 Yes Class B common stock $ 0.00001 10 Yes Class C common stock $ 0.00001 1 No Class D common stock $ 0.00001 10 No Shares Class A 146,333 Class C 447 Class P (A) 6,887 Class P (C) 2 Class P-1(A) 6,094 Class P-1 (C) 232 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of the Ownership Interest in Noncontrolling Interest | The following table summarizes the ownership interest in Tradeweb Markets LLC: December 31, 2021 December 31, 2020 LLC Ownership LLC Ownership Number of LLC Interests held by Tradeweb Markets Inc. 203,220,013 86.9 % 195,008,657 85.1 % Number of LLC Interests held by non-controlling interests 30,527,964 13.1 % 34,011,202 14.9 % Total LLC Interests outstanding 233,747,977 100.0 % 229,019,859 100.0 % |
Schedule of the Impact on Equity Due to Changes in the Company’s Ownership Interest in Noncontrolling Interest | The following table summarizes the impact on Tradeweb Market Inc.’s equity due to changes in the Corporation’s ownership interest in TWM LLC: Net Income Attributable to Tradeweb Markets Inc. and Transfers (to) from the Non-Controlling Interests Year Ended December 31, 2021 2020 2019 (in thousands) Net income attributable to Tradeweb Markets Inc. $ 226,828 $ 166,296 $ 83,769 Transfers (to) from non-controlling interests: Allocation of equity to non-controlling interests arising from the reorganization transactions and IPO — — (1,607,529) Increase/(decrease) in Tradeweb Markets Inc.’s additional paid-in capital as a result of ownership changes in TWM LLC 87,006 533,900 402,227 Net transfers (to) from non-controlling interests 87,006 533,900 (1,205,302) Change from net income attributable to Tradeweb Markets Inc. and transfers (to) from non-controlling interests $ 313,834 $ 700,196 $ (1,121,533) |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-Settled PRSUs Issued | A summary of the Company’s outstanding equity-settled PRSUs is presented below: Equity-Settled Weighted Equity-settled PRSUs outstanding at December 31, 2020 3,356,130 $ 21.09 Grants 209,925 $ 74.29 Vests (1,108,060) $ 9.53 Performance adjustment 208,437 $ 74.30 Forfeitures and adjustments (10,834) $ 44.51 Equity-settled PRSUs outstanding at December 31, 2021 2,655,598 $ 34.20 |
Schedule of Unrecognized Compensation Expense | The following table summarizes information about equity-settled PRSU awards: Year Ended December 31, 2021 2020 2019 (in thousands) Equity-settled PRSU compensation expense $ 30,633 $ 27,809 $ 25,392 Income tax benefit $ (16,374) $ (10,261) $ (4,781) The following table summarizes information about options awards: Year Ended December 31, 2021 2020 2019 (in thousands) Options compensation expense $ 5,327 $ 6,118 $ 24,432 Income tax benefit $ (69,868) $ (57,457) $ (8,556) As of December 31, 2021, total unrecognized compensation expense related to unvested stock-based compensation arrangements and the expected recognition period are as follows: Equity-Settled Options RSUs (dollars in thousands) Total unrecognized compensation cost $ 31,321 $ 2,169 $ 26,383 Weighted-average recognition period 1.69 1.23 1.85 |
Schedule of Options Issued | A summary of the Company’s outstanding options is presented below: Options Weighted Weighted Average Exercise Price Options outstanding at December 31, 2020 9,241,883 $ 2.54 $ 22.56 Grants — $ — $ — Exercises (5,652,053) $ 2.16 $ 21.56 Forfeitures and adjustments (174,542) $ 7.13 $ 34.85 Expired — $ — $ — Options outstanding at December 31, 2021 3,415,288 $ 2.92 $ 23.59 Vested options outstanding at December 31, 2021 - all exercisable 874,893 $ 2.06 $ 21.17 |
Schedule of Assumptions Used to Estimate the Fair Value of The Option | The significant assumptions used to estimate the fair value of the options as of the grant date, for options granted during the year ended December 31, 2019, were as follows: Weighted Average Expected Life (years) 5.7 Weighted Average Risk-Free Interest Rate 2.9 % Weighted Average Expected Volatility 20.0 % Weighted Average Expected Dividend Yield 3.9 % Weighted Average Share Price $ 21.62 Weighted Average Exercise Price $ 21.62 |
Summary of Outstanding RSUs | A summary of the Company’s outstanding RSUs is presented below: RSUs Weighted RSUs outstanding at December 31, 2020 493,878 $ 38.91 Grants 370,306 $ 75.09 Vests (171,494) $ 38.98 Forfeitures (8,926) $ 54.69 RSUs outstanding at December 31, 2021 683,764 $ 58.28 |
Summary of RSU Activity | The following table summarizes information about RSU awards: Year Ended December 31, 2021 2020 2019 (in thousands) RSU compensation expense $ 15,983 $ 5,359 $ — Income tax benefit $ (5,416) $ (311) $ — |
Schedule of Total Stock-based Compensation Expense | The Company records stock-based compensation expense for employees and directors in the consolidated statements of income. A summary of the Company’s total stock-based compensation expense relating to its equity-settled PRSUs, options and RSUs is presented below: Year Ended December 31, 2021 2020 2019 (in thousands) Total stock-based compensation expense $ 51,943 $ 39,286 $ 49,824 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Balances From Transactions with Affiliates Included in the Consolidated Statements | As of December 31, 2021 and 2020, the following balances with such affiliates were included in the consolidated statements of financial condition in the following line items: December 31, 2021 2020 (in thousands) Accounts receivable $ 277 $ 4,009 Receivable from affiliates 3,313 111 Other assets 3,530 2,722 Accounts payable, accrued expenses and other liabilities 7,767 6,140 Deferred revenue 4,767 4,500 Payable to affiliates 4,860 5,142 |
Schedule of Affiliates were Included in the Consolidated Statements of Income | The following balances with such affiliates were included in the consolidated statements of income in the following line items: Year Ended December 31, 2021 2020 2019 (in thousands) Revenue: Transaction fees and commissions (1) $ — $ — $ 75,829 Subscription fees (1) 923 — 5,670 Refinitiv market data fees (2) 61,161 59,706 55,635 Other fees 522 — — Expenses: (3) Employee compensation and benefits 856 — — Technology and communications 3,951 2,960 2,960 General and administrative 194 (591) 430 Professional fees 39 — — Occupancy — 15 481 Operating income: Net interest income (expense) (4) — — 858 (1) For pre-IPO periods, represents fees and commissions from affiliates of the Bank Stockholders. (2) The Company maintains a market data license agreement with Refinitiv. Under the agreement, the Company delivers to Refinitiv certain market data feeds which Refinitiv redistributes to its customers. The Company earns license fees and royalties for these feeds. (3) The Company maintains agreements with Refinitiv to provide the Company with certain real estate, payroll, benefits administration and other administrative services. (4) For pre-IPO periods, represents interest income from money market funds invested with and savings accounts deposited with affiliates of the Bank Stockholders. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | The Company’s financial instruments measured at fair value on the consolidated statements of financial condition as of December 31, 2021 and 2020 have been categorized based upon the fair value hierarchy as follows: Quoted Prices in active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in thousands) As of December 31, 2021 Assets Cash equivalents – Money market funds $ 654,553 $ — $ — $ 654,553 Receivable from affiliates – Foreign currency forward contracts — 3,019 — 3,019 Total assets measured at fair value $ 654,553 $ 3,019 $ — $ 657,572 Liabilities Payable to affiliates – Foreign currency forward contracts $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ — $ — As of December 31, 2020 Assets Cash equivalents – Money market funds $ 541,790 $ — $ — $ 541,790 Total assets measured at fair value $ 541,790 $ — $ — $ 541,790 Liabilities Payable to affiliates – Foreign currency forward contracts $ — $ 3,409 $ — $ 3,409 Total liabilities measured at fair value $ — $ 3,409 $ — $ 3,409 |
Schedule of Derivative Values | The following table summarizes the aggregate U.S. dollar equivalent notional amount of the Company’s foreign currency forward contracts not designated as hedges for accounting purposes: December 31, 2021 2020 (in thousands) Foreign currency forward contracts – Gross notional amount $ 146,202 $ 122,458 The total realized and unrealized gains (losses) on foreign currency forward contracts recorded within general and administrative expenses in the consolidated statements of income are as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Foreign currency forward contracts not designated in accounting hedge relationship $ 9,008 $ (6,269) $ 3,029 |
Schedule of Financial Instruments Not Measured at Fair Value | The Company’s financial instruments not measured at fair value on the consolidated statements of financial condition as of December 31, 2021 and 2020 have been categorized based upon the fair value hierarchy as follows: Carrying Value Quoted Prices in Significant Observable Inputs (Level 2) Significant Total Fair Value (in thousands) As of December 31, 2021 Assets Cash and restricted cash $ 318,495 $ 318,495 $ — $ — $ 318,495 Receivable from brokers and dealers and clearing organizations — — — — — Deposits with clearing organizations 20,523 20,523 — — 20,523 Accounts receivable 129,937 — 129,937 — 129,937 Other assets – Memberships in clearing organizations 2,392 — — 2,392 2,392 Total $ 471,347 $ 339,018 $ 129,937 $ 2,392 $ 471,347 Liabilities Payable to brokers and dealers and clearing organizations $ — $ — $ — $ — $ — Total $ — $ — $ — $ — $ — As of December 31, 2020 Assets Cash and restricted cash $ 250,490 $ 250,490 $ — $ — $ 250,490 Receivable from brokers and dealers and clearing organizations 368 — 368 — 368 Deposits with clearing organizations 11,671 11,671 — — 11,671 Accounts receivable 105,286 — 105,286 — 105,286 Other assets – Memberships in clearing organizations 1,586 — — 1,586 1,586 Total $ 369,401 $ 262,161 $ 105,654 $ 1,586 $ 369,401 Liabilities Payable to brokers and dealers and clearing organizations $ 252 $ — $ 252 $ — $ 252 Total $ 252 $ — $ 252 $ — $ 252 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table summarizes the calculations of basic and diluted earnings per share of Class A and Class B common stock for Tradeweb Markets Inc. (post-IPO period): Year Ended December 31, EPS: Post-IPO net income attributable to Tradeweb Markets Inc. 2021 2020 2019 (in thousands, except share and per share amounts) Numerator: Post-IPO net income attributable to Tradeweb Markets Inc. $ 226,828 $ 166,296 $ 83,769 Denominator: Weighted average shares of Class A and Class B common stock outstanding - Basic 201,419,081 180,409,462 148,013,274 Dilutive effect of equity-settled PRSUs 2,067,558 2,472,801 2,464,137 Dilutive effect of options 3,473,549 5,179,109 6,062,835 Dilutive effect of RSUs 294,652 161,660 — Weighted average shares of Class A and Class B common stock outstanding - Diluted 207,254,840 188,223,032 156,540,246 Earnings per share - Basic $ 1.13 $ 0.92 $ 0.57 Earnings per share - Diluted $ 1.09 $ 0.88 $ 0.54 The following table summarizes the basic and diluted earnings per share calculations for Tradeweb Markets LLC (pre-IPO period): Year Ended December 31, EPS: Pre-IPO net income attributable to Tradeweb Markets LLC (1) 2019 (in thousands, except share and per share amounts) Numerator: Pre-IPO net income attributable to Tradeweb Markets LLC $ 42,352 Denominator: Weighted average LLC Interests outstanding - Basic 222,222,197 Dilutive effect of equity - settled PRSUs 1,098,260 Weighted average LLC Interests outstanding - Diluted 223,320,457 Earnings per share - Basic $ 0.19 Earnings per share - Diluted $ 0.19 (1) Earnings per share and weighted average shares outstanding for the pre-IPO periods have been computed to give effect to the Reorganization Transactions, including the amendment and restatement of the TWM LLC Agreement to, among other things, (i) provide for LLC Interests and (ii) exchange all of the then existing membership interests in TWM LLC for LLC interests. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the PRSUs, shares underlying options, RSUs and weighted-average LLC Interests that were anti-dilutive for the post - IPO periods indicated. As a result, these shares, which were outstanding, were excluded from the computation of diluted earnings per share for the post - IPO periods indicated: Year Ended December 31, 2021 2020 2019 Anti - dilutive Shares: Equity-settled PRSUs — — — Options — 264,376 128,125 RSUs — 443 — LLC Interests 30,699,577 45,828,289 74,279,741 |
Regulatory Capital Requiremen_2
Regulatory Capital Requirements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract] | |
Schedule of Regulatory Capital Requirements | At December 31, 2021 and 2020, the regulatory capital requirements and regulatory capital for TWL, DW, TWD, TEL, TWJ, TWEU, TESL and EA are as follows: As of December 31, 2021 TWL DW TWD TEL TWJ TWEU TESL EA (in thousands) Regulatory Capital $ 33,566 $ 61,379 $ 22,784 $ 84,636 $ 7,932 $ 7,626 $ 1,760 $ 212,572 Regulatory Capital Requirement 3,424 2,931 652 36,136 1,184 3,272 1,272 78 Excess Regulatory Capital $ 30,142 $ 58,448 $ 22,132 $ 48,500 $ 6,748 $ 4,354 $ 488 $ 212,494 As of December 31, 2020 TWL DW TWD TEL TWJ TWEU (in thousands) Regulatory Capital $ 49,254 $ 58,026 $ 20,577 $ 59,238 $ 11,066 $ 19,102 Regulatory Capital Requirement 2,438 2,147 731 33,742 3,799 2,562 Excess Regulatory Capital $ 46,816 $ 55,879 $ 19,846 $ 25,496 $ 7,267 $ 16,540 |
Schedule of Financial Resources and Liquid Financial Resources | The required and maintained financial resources and liquid financial assets at December 31, 2021 and 2020 are as follows: As of December 31, 2021 As of December 31, 2020 TW SEF DW SEF TW SEF DW SEF (in thousands) Financial Resources $ 30,063 $ 15,999 $ 28,476 $ 15,298 Required Financial Resources 11,000 6,770 13,500 6,223 Excess Financial Resources $ 19,063 $ 9,229 $ 14,976 $ 9,075 Liquid Financial Assets $ 15,283 $ 10,014 $ 15,662 $ 8,610 Required Liquid Financial Assets 2,750 1,693 6,750 3,112 Excess Liquid Financial Assets $ 12,533 $ 8,321 $ 8,912 $ 5,498 |
Business Segment and Geograph_2
Business Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Information Regarding Revenue by Client Sector | Information regarding revenue by client sector is as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Revenues Institutional $ 668,812 $ 554,330 $ 453,379 Wholesale 254,927 185,456 171,096 Retail 70,566 76,352 80,368 Market Data 82,142 76,521 70,723 Total revenue 1,076,447 892,659 775,566 Operating expenses 717,619 629,304 585,747 Operating income $ 358,828 $ 263,355 $ 189,819 |
Schedule of Revenue and Long-Lived Assets by Geographic Location | The following table provides revenue by geographic area: Year Ended December 31, 2021 2020 2019 (in thousands) Revenues U.S. $ 673,223 $ 570,064 $ 497,316 International 403,224 322,595 278,250 Total revenue $ 1,076,447 $ 892,659 $ 775,566 The following table provides information on the attribution of long-lived assets by geographic area: December 31, 2021 2020 (in thousands) Long-lived assets U.S. $ 4,152,186 $ 4,091,569 International 15,848 16,544 Total $ 4,168,034 $ 4,108,113 |
Organization (Details)
Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Jun. 25, 2021 | Dec. 31, 2020 | Apr. 08, 2019 | Apr. 03, 2019 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Additional dilutive shares (in shares) | 5,835,759 | ||||
Class C Common Stock | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Class D Common Stock | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, par value (in dollars per share) | 0.00001 | 0.00001 | 0.00001 | ||
Class A Common Stock | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, par value (in dollars per share) | 0.00001 | 0.00001 | 0.00001 | ||
Class B Common Stock | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
NFI Acquisition | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
All-cash acquisition | $ 190,000 | $ 190,000 | |||
Tradeweb Markets LLC | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Ownership interest | 86.90% | 85.10% | 64.30% | ||
Ownership percentage, continuing LLC Owners | 13.10% | 14.90% | |||
Tradeweb Markets LLC | Refinitiv | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Ownership interest | 51.30% | ||||
Tradeweb Markets LLC | Public Investors | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Ownership percentage, continuing LLC Owners | 45.50% | ||||
Tradeweb Markets LLC | Class C and Class D Common Stock | Bank Stockholders | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Ownership percentage, continuing LLC Owners | 3.20% | ||||
Tradeweb Markets Inc | Refinitiv | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Ownership interest | 87.80% | ||||
Tradeweb Markets Inc | Public Investors | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Voting power percentage | 7.80% | ||||
Tradeweb Markets Inc | Class C Common Stock | Bank Stockholders | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Number of share owned (in shares) | 1,654,825 | ||||
Tradeweb Markets Inc | Class D Common Stock | Refinitiv | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Number of share owned (in shares) | 22,988,329 | ||||
Tradeweb Markets Inc | Class D Common Stock | Bank Stockholders | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Number of share owned (in shares) | 5,767,435 | ||||
Tradeweb Markets Inc | Class D Common Stock | Other Stockholders | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Number of share owned (in shares) | 117,375 | ||||
Voting power percentage | 0.10% | ||||
Tradeweb Markets Inc | Class A Common Stock | Public Investors | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Number of share owned (in shares) | 106,286,821 | ||||
Tradeweb Markets Inc | Class B Common Stock | Refinitiv | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Number of share owned (in shares) | 96,933,192 | ||||
Tradeweb Markets Inc | Class C and Class D Common Stock | Bank Stockholders | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Ownership percentage, continuing LLC Owners | 0.10% | ||||
Voting power percentage | 4.30% |
Significant Accounting Polici_3
Significant Accounting Policies - Furniture, Equipment, Purchased Software, Leasehold Improvements and Software Development Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Software Development Costs | |||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Useful life | 3 years | ||
Amortization of pushdown accounting allocation | 9 years | ||
NFI Acquisition | Software Development Costs | |||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Amortization Period | 1 year | ||
Minimum | |||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Amortization Period | 7 years | ||
Maximum | |||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Amortization Period | 13 years | ||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Accumulated depreciation and amortization | $ 56 | $ 35.4 | |
Depreciation expense | $ 20.9 | $ 18.3 | $ 13.7 |
Furniture, Equipment, Purchased Software and Leasehold Improvements | Minimum | |||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Useful life | 3 years | ||
Furniture, Equipment, Purchased Software and Leasehold Improvements | Maximum | |||
Furniture, Equipment, Purchased Software and Leasehold Improvements | |||
Useful life | 7 years |
Significant Accounting Polici_4
Significant Accounting Policies - Goodwill (Details) | Oct. 01, 2021USD ($) | Dec. 31, 2021reporting_unit |
Accounting Policies [Abstract] | ||
Number of reporting units | reporting_unit | 1 | |
Impairment of goodwill | $ | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Intangible Assets | |
Amortization Period | 7 years |
Maximum | |
Intangible Assets | |
Amortization Period | 13 years |
Significant Accounting Polici_6
Significant Accounting Policies - Deferred IPO Cost Follow-On Offering Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | |||
Offering costs incurred | $ 0 | $ 2,508 | $ 14,943 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Deferred costs | $ 15,900 | ||
Follow On Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Deferred costs | $ 5,200 |
Significant Accounting Polici_7
Significant Accounting Policies - Translation of Foreign Currency and Foreign Currency Forward Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | |||
Foreign currency transaction gain (loss), before tax | $ (4,000) | $ 1,300 | $ (3,000) |
Foreign currency forward contracts – Gross notional amount | Selling, General and Administrative Expenses | |||
Derivative [Line Items] | |||
Foreign currency forward contracts not designated in accounting hedge relationship | $ 9,008 | $ (6,269) | $ 3,029 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted Cash Equivalents [Abstract] | |||
Restricted cash | $ 1,000 | $ 1,000 | $ 1,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - NFI Acquisition - USD ($) $ in Thousands | Jun. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Purchase price, net of cash and deposits acquired and excluding working capital adjustments | $ 190,000 | $ 190,000 | $ 190,000 | |
Working capital adjustments | $ 700 | (385) | ||
Adjustment in accounts receivable | (100) | |||
Adjustment in other assets | (900) | |||
Adjustment in accounts payable, accrued expenses and other liabilities | (400) | |||
Adjustment in goodwill | (2,500) | |||
Transaction costs | $ 5,100 | |||
Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Adjustment in customer relationships | $ 2,000 | |||
Intangible assets amortization period (in years) | 15 years | |||
Amortization Period | 13 years | 13 years | ||
Software Development Costs | ||||
Business Acquisition [Line Items] | ||||
Amortization Period | 1 year |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price (Details) - USD ($) $ in Thousands | Jun. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 2,780,259 | $ 2,694,797 | $ 2,694,797 | |
NFI Acquisition | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Cash and cash equivalents | 33,797 | |||
Deposits with clearing organizations | 18,147 | |||
Accounts receivable | 2,645 | |||
Equipment | 1,498 | |||
Goodwill | 85,462 | |||
Accrued compensation | (1,246) | |||
Deferred revenue | (620) | |||
Accounts payable, accrued expenses and other liabilities | (229) | |||
Total | 241,559 | |||
Less: Cash acquired | (33,797) | |||
Less: Deposits with clearing organizations acquired | (18,147) | |||
Working capital adjustments | $ (700) | 385 | ||
Purchase price, net of cash and deposits acquired and excluding working capital adjustments | $ 190,000 | 190,000 | ||
NFI Acquisition | Software Development Costs | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | 820 | |||
NFI Acquisition | Customer Relationships | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Intangible assets | $ 101,285 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Software Development Costs | |||
Software development costs | $ 270,672 | $ 235,382 | |
Accumulated amortization | (114,469) | (67,352) | |
Software development costs, net of accumulated amortization | 156,203 | 168,030 | |
Software development costs capitalized | 34,470 | 31,046 | $ 28,681 |
Amortization expense related to capitalized software development costs | $ 47,116 | $ 36,102 | $ 26,176 |
Software Development Costs - Es
Software Development Costs - Estimated Annual Future Amortization (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Estimated annual future amortization for existing intangibles assets | |
2022 | $ 107,198 |
2023 | 107,198 |
2024 | 107,198 |
2025 | 101,684 |
2026 | 85,141 |
Software Development Costs | |
Estimated annual future amortization for existing intangibles assets | |
2022 | 45,463 |
2023 | 35,127 |
2024 | 24,045 |
2025 | 18,722 |
2026 | $ 18,722 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 2,694,797 | $ 2,694,797 |
Goodwill recognized in connection with the NFI Acquisition | 85,462 | 0 |
Balance at end of period | $ 2,780,259 | $ 2,694,797 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible assets with indefinite useful lives | ||
Indefinite-lived intangible assets | $ 323,100 | $ 323,100 |
Licenses | ||
Intangible assets with indefinite useful lives | ||
Indefinite-lived intangible assets | 168,800 | 168,800 |
Tradename | ||
Intangible assets with indefinite useful lives | ||
Indefinite-lived intangible assets | $ 154,300 | $ 154,300 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets that are subject to amortization | ||
Cost | $ 1,183,885 | $ 1,082,600 |
Accumulated Amortization | (326,969) | (223,666) |
Net Carrying Amount | $ 856,916 | $ 858,934 |
Customer Relationships | Refinitiv | ||
Intangible assets that are subject to amortization | ||
Amortization Period | 12 years | 12 years |
Cost | $ 928,200 | $ 928,200 |
Accumulated Amortization | (251,387) | (174,037) |
Net Carrying Amount | $ 676,813 | $ 754,163 |
Customer Relationships | NFI Acquisition | ||
Intangible assets that are subject to amortization | ||
Amortization Period | 13 years | 13 years |
Cost | $ 101,285 | $ 0 |
Accumulated Amortization | (3,896) | 0 |
Net Carrying Amount | $ 97,389 | $ 0 |
Content and data | ||
Intangible assets that are subject to amortization | ||
Amortization Period | 7 years | 7 years |
Cost | $ 154,400 | $ 154,400 |
Accumulated Amortization | (71,686) | (49,629) |
Net Carrying Amount | $ 82,714 | $ 104,771 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 103.3 | $ 99.4 | $ 99.4 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Future Amortization (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Estimated annual future amortization for existing intangibles assets | |
2022 | $ 107,198 |
2023 | 107,198 |
2024 | 107,198 |
2025 | 101,684 |
2026 | $ 85,141 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Secured Operating Lease | ||
Lessee, Lease, Description [Line Items] | ||
Letter of credit guaranteed by Refinitiv | $ 1,200,000 | |
Revolving credit facility | ||
Lessee, Lease, Description [Line Items] | ||
Letter of credit issued | $ 500,000 | 0 |
Letter of credit guaranteed by Refinitiv | $ 0 | $ 0 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Initial term of lease | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Initial term of lease | 10 years |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 20,496 | $ 29,437 | |
Operating lease liabilities | 24,331 | 34,463 | |
Operating lease expense included as a component of occupancy expense on the accompanying consolidated statements of income | 10,624 | 10,439 | $ 10,265 |
Cash for amounts included in the measurement of operating lease liability | $ 11,736 | $ 12,060 | $ 11,667 |
Weighted average borrowing rate | 2.80% | 2.90% | |
Weighted average remaining lease term (years) | 4 years 4 months 24 days | 4 years 8 months 12 days |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities and Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Year one | $ 8,104 | |
Year two | 5,653 | |
Year three | 4,405 | |
Year four | 2,690 | |
Year five | 2,544 | |
Thereafter | 2,544 | |
Total future lease payments | 25,940 | |
Less imputed interest | (1,609) | |
Lease liability | $ 24,331 | $ 34,463 |
Revenue - Breakdown of Revenues
Revenue - Breakdown of Revenues Between Fixed and Variable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Total revenue | $ 1,076,447 | $ 892,659 | $ 775,566 |
Transaction fees and commissions | |||
Revenues | |||
Total revenue | 846,354 | 681,588 | 572,948 |
Refinitiv market data fees | |||
Revenues | |||
Total revenue | 61,161 | 59,706 | 55,635 |
Other | |||
Revenues | |||
Total revenue | 10,484 | 9,007 | 8,252 |
Variable | |||
Revenues | |||
Total revenue | 693,225 | 538,459 | 437,743 |
Variable | Transaction fees and commissions | |||
Revenues | |||
Total revenue | 690,592 | 536,176 | 435,173 |
Variable | Subscription fees | |||
Revenues | |||
Total revenue | 1,812 | 1,685 | 1,736 |
Variable | Refinitiv market data fees | |||
Revenues | |||
Total revenue | 0 | 0 | 0 |
Variable | Other | |||
Revenues | |||
Total revenue | 821 | 598 | 834 |
Fixed | |||
Revenues | |||
Total revenue | 383,222 | 354,200 | 337,823 |
Fixed | Transaction fees and commissions | |||
Revenues | |||
Total revenue | 155,762 | 145,412 | 137,775 |
Fixed | Subscription fees | |||
Revenues | |||
Total revenue | 156,636 | 140,673 | 136,995 |
Fixed | Refinitiv market data fees | |||
Revenues | |||
Total revenue | 61,161 | 59,706 | 55,635 |
Fixed | Other | |||
Revenues | |||
Total revenue | $ 9,663 | $ 8,409 | $ 7,418 |
Revenue - Recognized Revenue an
Revenue - Recognized Revenue and Remaining Balances (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Change in Contract with Customer | |
Deferred revenue balance - beginning of period | $ 23,193 |
Deferred revenue billed in the current period | 119,256 |
Revenue recognized that was previously deferred | (118,139) |
Deferred revenue acquired in connection with the NFI Acquisition | 620 |
Deferred revenue balance - end of period | $ 24,930 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized that was previously deferred | $ 23 | $ 23.8 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Income before taxes | $ 369,983 | $ 274,464 | $ 225,326 |
Remaining percentage of tax benefits | 50.00% | ||
Interest accrued | $ 1,900 | ||
Penalties accrued | 200 | ||
Other assets | 76,355 | 82,460 | |
Refinitiv | |||
Income Tax Disclosure [Line Items] | |||
Other assets | 2,700 | 2,700 | |
Accounts Payable and Accrued Liabilities | |||
Income Tax Disclosure [Line Items] | |||
Tax liability | 2,700 | $ 2,700 | |
United States | |||
Income Tax Disclosure [Line Items] | |||
Income before taxes | 347,300 | ||
Foreign | |||
Income Tax Disclosure [Line Items] | |||
Income before taxes | 22,700 | ||
State Jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 48,400 | ||
Local Jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 6,800 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 2,025 | $ (16,529) | $ 21,373 |
State and Local | 8,334 | 5,261 | 11,537 |
Foreign | 1,107 | 2,153 | 4,368 |
Total current tax expense | 11,466 | (9,115) | 37,278 |
Deferred: | |||
Federal | 49,266 | 52,845 | (88) |
State and local | 40,363 | 12,572 | 18,194 |
Foreign | (4,220) | (228) | (3,082) |
Total deferred tax expense | 85,409 | 65,189 | 15,024 |
Total provision for income taxes | $ 96,875 | $ 56,074 | $ 52,302 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the statutory tax rate | |||
Statutory U.S. federal income tax rate | 21.00% | 21.00% | 21.00% |
State and local income taxes, net of federal income tax benefit | 3.70% | 5.00% | 3.90% |
Foreign tax rate differential | (0.20%) | 0.20% | (1.10%) |
Non-controlling interest | (2.30%) | (3.40%) | (7.20%) |
Tax Receivable Agreement adjustment | (0.70%) | (0.90%) | (3.10%) |
Rate change | 6.70% | (0.20%) | 10.20% |
Equity Compensation | (2.50%) | (1.80%) | 0.00% |
Other | 0.50% | 0.50% | (0.50%) |
Effective income tax rate | 26.20% | 20.40% | 23.20% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Investment in partnership | $ 506,586 | $ 509,835 |
Net operating losses | 55,236 | 21,647 |
Tax Receivable Agreement - Interest | 13,393 | 13,859 |
Employee compensation | 31,507 | 23,291 |
Tax credits | 8,947 | 9,276 |
Other | 9,775 | 7,150 |
Deferred tax assets, gross | 625,444 | 585,058 |
Valuation Allowance | (741) | (110) |
Total deferred tax assets, net | 624,703 | 584,948 |
Deferred tax liabilities | ||
Goodwill and Intangibles | (26,744) | (24,811) |
Total deferred tax liabilities | (26,744) | (24,811) |
Total net deferred tax asset (liability) | $ 597,959 | $ 560,137 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Position (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Gross unrecognized tax benefits as of January 1, 2021 | $ 5,514 |
Increase in current year tax positions | 1,900 |
Increase in prior year tax positions | 1,528 |
Decrease in prior year tax positions | 0 |
Settlements | (1,936) |
Gross unrecognized tax benefits as of December 31, 2021 | $ 7,006 |
Tax Receivable Agreement (Detai
Tax Receivable Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Tax Receivable Agreement | ||||
Percentage of amount of U.S. federal, state and local income or franchise tax savings | 50.00% | |||
Tax receivable agreement liability | $ 412,449 | $ 404,332 | ||
Tax receivable agreement liability adjustment | [1] | $ 12,745 | $ 11,425 | $ 33,134 |
[1] | See Note 10 – Tax Receivable Agreement. |
Stockholder's Equity - Initial
Stockholder's Equity - Initial Public Offering and Reorganization Transaction (Details) - USD ($) $ / shares in Units, $ in Billions | Apr. 08, 2019 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||
Weighted average share price (in dollars per share) | $ 21.62 | |
Tradeweb Markets LLC | ||
Subsidiary, Sale of Stock [Line Items] | ||
Weighted average share price (in dollars per share) | $ 27 | |
Net proceeds | $ 1.2 | |
Class A Common Stock | Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of common stock, net of offering costs and cancellations (in shares) | 46,000,000 | |
Weighted average share price (in dollars per share) | $ 27 | |
Class A Common Stock | Over-Allotment Option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of common stock, net of offering costs and cancellations (in shares) | 6,000,000 | 2,593,181 |
Stockholder's Equity - Amendmen
Stockholder's Equity - Amendment and Restatement of Certificate of Incorporation (Details) | Apr. 03, 2019vote$ / sharesshares | Dec. 31, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Apr. 08, 2019 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | shares | 250,000,000 | 250,000,000 | 250,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Conversion ratio | 1 | |||
Tradeweb Markets LLC | ||||
Class of Stock [Line Items] | ||||
Threshold percentage of economic interest for conversion | 10.00% | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Number of votes per common stock | vote | 1 | 1 | ||
Conversion ratio | 1 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | shares | 450,000,000 | 450,000,000 | 450,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Number of votes per common stock | vote | 10 | 10 | ||
Conversion ratio | 1 | |||
Class C Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | shares | 350,000,000 | 350,000,000 | 350,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Number of votes per common stock | vote | 1 | 1 | ||
Conversion ratio | 1 | |||
Class D Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Number of votes per common stock | vote | 10 | 10 | ||
Conversion ratio | 1 | |||
Voting power threshold percentage to require conversion of shares | 4.90% | |||
Class D Common Stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Voting power threshold percentage to require conversion of shares | 4.90% |
Stockholder's Equity - Recapita
Stockholder's Equity - Recapitalization of Tradeweb Markets LLC (Details) - Tradeweb Markets LLC | Apr. 04, 2019shares | Dec. 31, 2021shares |
Class of Stock [Line Items] | ||
Common units exchanged (in shares) | 222,222,197 | |
Cancellation ratio | 1 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common units exchanged (in shares) | 146,333 | |
Class C Common Stock | ||
Class of Stock [Line Items] | ||
Common units exchanged (in shares) | 447 | |
Common Class Pa Shares | ||
Class of Stock [Line Items] | ||
Common units exchanged (in shares) | 6,887 | |
Common Class Pc Shares | ||
Class of Stock [Line Items] | ||
Common units exchanged (in shares) | 2 | |
Common Class P1a Shares | ||
Class of Stock [Line Items] | ||
Common units exchanged (in shares) | 6,094 | |
Common Class P1c Shares | ||
Class of Stock [Line Items] | ||
Common units exchanged (in shares) | 232 |
Stockholder's Equity - Issuance
Stockholder's Equity - Issuance and Cancellation of Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 08, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Weighted average share price (in dollars per share) | $ 21.62 | ||||
Tradeweb Markets LLC | |||||
Class of Stock [Line Items] | |||||
Number of LLC Interest (in shares) | 30,527,964 | 34,011,202 | |||
Ownership percentage, continuing LLC Owners | 13.10% | 14.90% | |||
Number of LLC Interest held by parent (in shares) | 142,933,192 | 203,220,013 | 195,008,657 | ||
Ownership interest | 64.30% | 86.90% | 85.10% | ||
Refinitiv Direct Owner | |||||
Class of Stock [Line Items] | |||||
Shares contributed by Refinitiv Owner (in shares) | 96,933,192 | ||||
Continuing L L C Owners | |||||
Class of Stock [Line Items] | |||||
Percentage of combined voting power of common stock | 27.50% | ||||
Continuing L L C Owners | Tradeweb Markets LLC | |||||
Class of Stock [Line Items] | |||||
Number of LLC Interest (in shares) | 56,300,676 | ||||
Ownership percentage, continuing LLC Owners | 25.30% | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares owned (in shares) | 96,933,192 | 96,933,192 | |||
Class B Common Stock | Refinitiv Direct Owner | |||||
Class of Stock [Line Items] | |||||
Number of shares owned (in shares) | 96,933,192 | ||||
Number of shares cancelled (in shares) | 96,933,192 | ||||
Percentage of combined voting power of common stock | 56.40% | ||||
Class B Common Stock | Refinitiv Direct Owner | Tradeweb Markets LLC | |||||
Class of Stock [Line Items] | |||||
Percentage of economic interest | 43.60% | ||||
Class C Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares owned (in shares) | 1,654,825 | 3,139,821 | |||
Shares issued to acquire TWM LLC (in shares) | 20,000,000 | ||||
Number of shares cancelled (in shares) | 9,993,731 | ||||
Class C Common Stock | Continuing L L C Owners | |||||
Class of Stock [Line Items] | |||||
Number of shares owned (in shares) | 10,006,269 | ||||
Class D Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares owned (in shares) | 28,873,139 | 30,871,381 | |||
Shares issued to acquire TWM LLC (in shares) | 105,289,005 | ||||
Number of shares cancelled (in shares) | 36,006,269 | ||||
Class D Common Stock | Refinitiv Llc Owner | |||||
Class of Stock [Line Items] | |||||
Shares issued to acquire TWM LLC (in shares) | 22,988,329 | ||||
Percentage of combined voting power of common stock | 13.40% | ||||
Number of LLC Interest (in shares) | 22,988,329 | ||||
Class D Common Stock | Refinitiv Llc Owner | Tradeweb Markets LLC | |||||
Class of Stock [Line Items] | |||||
Ownership percentage, continuing LLC Owners | 10.30% | ||||
Class D Common Stock | Continuing L L C Owners | |||||
Class of Stock [Line Items] | |||||
Number of shares owned (in shares) | 46,294,407 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares owned (in shares) | 46,000,000 | 106,286,821 | 98,075,465 | ||
Percentage of combined voting power of common stock | 2.70% | ||||
Class A Common Stock | October 2019 Follow-On Offering | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock, net of offering costs and cancellations (in shares) | 19,881,059 | ||||
Weighted average share price (in dollars per share) | $ 42 | ||||
Net proceeds | $ 810 | ||||
Stock repurchased and retired (in shares) | 45,393 | ||||
Class A Common Stock | Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock, net of offering costs and cancellations (in shares) | 6,000,000 | 2,593,181 | |||
Shares issued to underwriters (in shares) | 1,674,162 | ||||
Class A Common Stock | April 2020 Follow-On Offering | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock, net of offering costs and cancellations (in shares) | 12,835,245 | ||||
Weighted average share price (in dollars per share) | $ 50.25 | ||||
Net proceeds | $ 626.3 | ||||
Stock repurchased and retired (in shares) | 596,418 | ||||
Class A Common Stock | Tradeweb Markets LLC | |||||
Class of Stock [Line Items] | |||||
Percentage of economic interest | 20.70% | ||||
LLC Interests | October 2019 Follow-On Offering | |||||
Class of Stock [Line Items] | |||||
Stock repurchased and retired (in shares) | 19,835,666 | ||||
LLC Interests | April 2020 Follow-On Offering | |||||
Class of Stock [Line Items] | |||||
Stock repurchased and retired (in shares) | 12,238,827 |
Stockholder's Equity - Share Re
Stockholder's Equity - Share Repurchase (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 04, 2021USD ($) | |
Class of Stock [Line Items] | ||||
Average price per share (in dollars per share) | $ / shares | $ 72.25 | $ 50.47 | $ 42.70 | |
Conversion ratio | 1 | |||
Number of shares withheld (in shares) | shares | 983,072 | 1,509,321 | 208,823 | |
Share-based payment arrangement, decrease for tax withholding obligation | $ 71,024,000 | $ 76,200,000 | $ 8,900,000 | |
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Share repurchase program, amount authorized | $ 150,000,000 | |||
Common stock repurchased (in shares) | shares | 901,968 | |||
Average price per share (in dollars per share) | $ / shares | $ 83.90 | |||
Aggregate value of share repurchase | $ 75,700,000 | |||
Conversion ratio | 1 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 74,300,000 |
Non-Controlling Interests - Sum
Non-Controlling Interests - Summary of Ownership Interest (Details) | Apr. 08, 2019shares | Dec. 31, 2021shares | Dec. 31, 2020shares |
Class A Common Stock | |||
Non-Controlling Interests | |||
Conversion ratio | 1 | ||
Class B Common Stock | |||
Non-Controlling Interests | |||
Conversion ratio | 1 | ||
Tradeweb Markets LLC | |||
Non-Controlling Interests | |||
Number of LLC Interests held by Tradeweb Markets Inc. (in shares) | 142,933,192 | 203,220,013 | 195,008,657 |
Number of LLC Interests held by non-controlling interests (in shares) | 30,527,964 | 34,011,202 | |
Total LLC Interests outstanding (in shares) | 233,747,977 | 229,019,859 | |
Number of LLC Interests held by Tradeweb Markets Inc. | 64.30% | 86.90% | 85.10% |
Number of LLC Interests held by non-controlling interests | 13.10% | 14.90% | |
Total LLC Interests outstanding | 100.00% | 100.00% |
Non-Controlling Interests - S_2
Non-Controlling Interests - Summary of Equity Changes Due to Changes in Corporation Ownership (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |||
Net income attributable to Tradeweb Markets Inc. | $ 226,828 | $ 166,296 | $ 83,769 |
Allocation of equity to non-controlling interests arising from the reorganization transactions and IPO | 0 | 0 | (1,607,529) |
Increase/(decrease) in Tradeweb Markets Inc.’s additional paid-in capital as a result of ownership changes in TWM LLC | 87,006 | 533,900 | 402,227 |
Net transfers (to) from non-controlling interests | 87,006 | 533,900 | (1,205,302) |
Change from net income attributable to Tradeweb Markets Inc. and transfers (to) from non-controlling interests | $ 313,834 | $ 700,196 | $ (1,121,533) |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 51,943,000 | $ 39,286,000 | $ 49,824,000 |
Exercises (in dollars per share) | $ 2.16 | $ 0 | $ 8.83 |
Intrinsic value of options exercised during the year | $ 333,800,000 | $ 291,800,000 | $ 21,300,000 |
Options outstanding intrinsic value | $ 261,400,000 | ||
Award, options, outstanding, weighted average remaining contractual term | 7 years | ||
Intrinsic value of vested options outstanding and exercisable | $ 69,100,000 | ||
Award, options, exercisable, weighted average remaining contractual term | 6 years 9 months 18 days | ||
2019 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 8,841,864 | ||
Vesting period | 10 years | ||
Equity-Settled PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Performance Modifier | 100.00% | ||
Weighted-average grant-date fair value (in dollars per share) | $ 74.29 | $ 38.87 | $ 21.08 |
Granted (in shares) | 209,925 | ||
Fair value of vested | $ 67,400,000 | $ 39,800,000 | $ 0 |
Vested in period (in shares) | 1,108,060 | ||
Compensation expense | $ 30,633,000 | $ 27,809,000 | $ 25,392,000 |
Equity-Settled PRSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Performance Modifier | 0.00% | ||
Equity-Settled PRSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Performance Modifier | 200.00% | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Vesting percentage | 33.00% | ||
Weighted-average grant-date fair value (in dollars per share) | $ 75.09 | $ 38.91 | |
Granted (in shares) | 370,306 | 0 | |
Fair value of vested | $ 12,500,000 | ||
Vested in period (in shares) | 171,494 | 0 | 0 |
Compensation expense | $ 15,983,000 | $ 5,359,000 | $ 0 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Compensation expense | $ 5,327,000 | $ 6,118,000 | $ 24,432,000 |
Options | Initial Public Offering | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 18,900,000 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - PRSUs Settlement (Details) - Equity-Settled PRSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity-Settled PRSUs | |||
Balance outstanding at beginning of period (in shares) | 3,356,130 | ||
Grants (in shares) | 209,925 | ||
Vests (in shares) | (1,108,060) | ||
Performance adjustment (in shares) | 208,437 | ||
Forfeitures (in shares) | (10,834) | ||
Balance options outstanding at end of period (in shares) | 2,655,598 | 3,356,130 | |
Weighted Average Grant-Date Fair Value | |||
Balance outstanding at end of period (in dollars per share) | $ 34.20 | $ 21.09 | |
Grants (in dollars per share) | 74.29 | $ 38.87 | $ 21.08 |
Vests (in dollars per share) | 9.53 | ||
Performance adjustment (in dollars per share) | 74.30 | ||
Forfeitures and adjustments (in dollars per share) | 44.51 | ||
Balance outstanding at beginning of period (in dollars per share) | $ 21.09 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - PSRUs Settle Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 51,943 | $ 39,286 | $ 49,824 |
Equity-Settled PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 30,633 | 27,809 | 25,392 |
Income tax benefit | $ (16,374) | $ (10,261) | $ (4,781) |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Outstanding Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | |||
Options outstanding at beginning of period (in shares) | 9,241,883 | ||
Grants (in shares) | 0 | ||
Exercises (in shares) | (5,652,053) | ||
Forfeitures and adjustments (in shares) | (174,542) | ||
Expired (in shares) | 0 | ||
Options outstanding at end of period (in shares) | 3,415,288 | 9,241,883 | |
Vested options outstanding (in shares) | 874,893 | ||
Weighted Average Grant-Date Fair Value | |||
Options outstanding at beginning of period (in dollars per share) | $ 2.54 | ||
Grants (in dollars per share) | 0 | ||
Exercises (in dollars per share) | 2.16 | $ 0 | $ 8.83 |
Forfeitures and adjustments (in dollars per share) | 7.13 | ||
Expired (in dollars per share) | 0 | ||
Options outstanding at end of period (in dollars per share) | 2.92 | 2.54 | |
Vested options outstanding (in dollars per share) | 2.06 | ||
Weighted Average Exercise Price | |||
Options outstanding at beginning of period (in dollars per share) | 22.56 | ||
Grants (in dollars per share) | 0 | ||
Exercises (in dollars per share) | 21.56 | ||
Forfeitures and adjustments (in dollars per share) | 34.85 | ||
Expired (in dollars per share) | 0 | ||
Options outstanding at end of period (in dollars per share) | 23.59 | $ 22.56 | |
Vested options outstanding (in dollars per share) | $ 21.17 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans - Option Award Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options compensation expense | $ 51,943 | $ 39,286 | $ 49,824 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options compensation expense | 5,327 | 6,118 | 24,432 |
Income tax benefit | $ (69,868) | $ (57,457) | $ (8,556) |
Stock-Based Compensation Plan_7
Stock-Based Compensation Plans - Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Weighted Average Expected Life (years) | 5 years 8 months 12 days |
Weighted Average Risk-Free Interest Rate | 2.90% |
Weighted Average Expected Volatility | 20.00% |
Weighted Average Expected Dividend Yield | 3.90% |
Weighted Average Share Price (in dollars per share) | $ 21.62 |
Weighted Average Exercise Price (in dollars per share) | $ 21.62 |
Stock-Based Compensation Plan_8
Stock-Based Compensation Plans - Summary of Outstanding RSUs (Details) - RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
RSUs | |||
Balance outstanding at beginning of period (in shares) | 493,878 | ||
Granted (in shares) | 370,306 | 0 | |
Vests (in shares) | (171,494) | 0 | 0 |
Forfeitures (in shares) | (8,926) | ||
Balance options outstanding at end of period (in shares) | 683,764 | 493,878 | |
Weighted Average Grant-Date Fair Value | |||
Balance outstanding at beginning of period (in dollars per share) | $ 38.91 | ||
Grants (in dollars per share) | 75.09 | $ 38.91 | |
Vests (in dollars per share) | 38.98 | ||
Forfeitures (in dollars per share) | 54.69 | ||
Balance outstanding at end of period (in dollars per share) | $ 58.28 | $ 38.91 |
Stock-Based Compensation Plan_9
Stock-Based Compensation Plans - Summary of RSU Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 51,943 | $ 39,286 | $ 49,824 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 15,983 | 5,359 | 0 |
Income tax benefit | $ (5,416) | $ (311) | $ 0 |
Stock-Based Compensation Pla_10
Stock-Based Compensation Plans - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Total stock-based compensation expense | $ 51,943 | $ 39,286 | $ 49,824 |
Stock-Based Compensation Pla_11
Stock-Based Compensation Plans - Unrecognized Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity-Settled PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 31,321 | ||
Weighted-average recognition period | 1 year 8 months 8 days | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 2,169 | ||
Weighted-average recognition period | 1 year 2 months 23 days | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 26,383 | ||
Weighted-average recognition period | 1 year 10 months 6 days |
Related Party Transactions - Ba
Related Party Transactions - Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Accounts receivable | $ 277 | $ 4,009 |
Receivable from affiliates | 3,313 | 111 |
Other assets | 3,530 | 2,722 |
Accounts payable, accrued expenses and other liabilities | 7,767 | 6,140 |
Deferred revenue | 4,767 | 4,500 |
Payable to affiliates | $ 4,860 | $ 5,142 |
Related Party Transactions - Co
Related Party Transactions - Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 1,076,447 | $ 892,659 | $ 775,566 |
Expenses | |||
Employee compensation and benefits | 407,260 | 349,658 | 329,457 |
Technology and communications | 56,189 | 47,500 | 39,285 |
General and administrative | 32,153 | 34,822 | 34,960 |
Professional fees | 36,181 | 28,875 | 28,029 |
Occupancy | 14,528 | 14,660 | 14,686 |
Operating income: | |||
Net interest income (expense) | (1,590) | (316) | 2,373 |
Affiliated Entity | |||
Expenses | |||
Employee compensation and benefits | 856 | 0 | 0 |
Technology and communications | 3,951 | 2,960 | 2,960 |
General and administrative | 194 | (591) | 430 |
Professional fees | 39 | 0 | 0 |
Occupancy | 0 | 15 | 481 |
Operating income: | |||
Net interest income (expense) | 0 | 0 | 858 |
Transaction fees and commissions | |||
Revenue: | |||
Total revenue | 846,354 | 681,588 | 572,948 |
Transaction fees and commissions | Affiliated Entity | |||
Revenue: | |||
Total revenue | 0 | 0 | 75,829 |
Subscription fees | |||
Revenue: | |||
Total revenue | 158,448 | 142,358 | 138,731 |
Subscription fees | Affiliated Entity | |||
Revenue: | |||
Total revenue | 923 | 0 | 5,670 |
Refinitiv market data fees | |||
Revenue: | |||
Total revenue | 61,161 | 59,706 | 55,635 |
Refinitiv market data fees | Affiliated Entity | |||
Revenue: | |||
Total revenue | 61,161 | 59,706 | 55,635 |
Other fees | |||
Revenue: | |||
Total revenue | 10,484 | 9,007 | 8,252 |
Other fees | Affiliated Entity | |||
Revenue: | |||
Total revenue | $ 522 | $ 0 | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | |||||
Consulting service fee for IPO | $ 1 | ||||
Consulting service fee for follow on offering | $ 0.5 | $ 0.5 | |||
Adjustment to additional paid in capital due to consulting service fee | $ 2 | $ 2 | |||
Affiliated Entity | |||||
Related Party Transactions | |||||
Related party, payable reversal | $ 1.6 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments | ||
Receivable from affiliates – Foreign currency forward contracts | $ 3,313 | $ 111 |
Total assets measured at fair value | 657,572 | 541,790 |
Payable to affiliates – Foreign currency forward contracts | 4,860 | 5,142 |
Total liabilities measured at fair value | 0 | 3,409 |
Foreign currency forward contracts | ||
Fair Value of Financial Instruments | ||
Receivable from affiliates – Foreign currency forward contracts | 3,019 | |
Payable to affiliates – Foreign currency forward contracts | 0 | 3,409 |
Cash equivalents – Money market funds | ||
Fair Value of Financial Instruments | ||
Cash equivalents – Money market funds | 654,553 | 541,790 |
Quoted Prices in active Markets for Identical Assets (Level 1) | ||
Fair Value of Financial Instruments | ||
Total assets measured at fair value | 654,553 | 541,790 |
Total liabilities measured at fair value | 0 | 0 |
Quoted Prices in active Markets for Identical Assets (Level 1) | Foreign currency forward contracts | ||
Fair Value of Financial Instruments | ||
Receivable from affiliates – Foreign currency forward contracts | 0 | |
Payable to affiliates – Foreign currency forward contracts | 0 | 0 |
Quoted Prices in active Markets for Identical Assets (Level 1) | Cash equivalents – Money market funds | ||
Fair Value of Financial Instruments | ||
Cash equivalents – Money market funds | 654,553 | 541,790 |
Significant Observable Inputs (Level 2) | ||
Fair Value of Financial Instruments | ||
Total assets measured at fair value | 3,019 | 0 |
Total liabilities measured at fair value | 0 | 3,409 |
Significant Observable Inputs (Level 2) | Foreign currency forward contracts | ||
Fair Value of Financial Instruments | ||
Receivable from affiliates – Foreign currency forward contracts | 3,019 | |
Payable to affiliates – Foreign currency forward contracts | 0 | 3,409 |
Significant Observable Inputs (Level 2) | Cash equivalents – Money market funds | ||
Fair Value of Financial Instruments | ||
Cash equivalents – Money market funds | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value of Financial Instruments | ||
Total assets measured at fair value | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Foreign currency forward contracts | ||
Fair Value of Financial Instruments | ||
Receivable from affiliates – Foreign currency forward contracts | 0 | |
Payable to affiliates – Foreign currency forward contracts | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Cash equivalents – Money market funds | ||
Fair Value of Financial Instruments | ||
Cash equivalents – Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Foreign Currency Forward Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Foreign currency forward contracts – Gross notional amount | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Gross notional amount | $ 146,202 | $ 122,458 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Unrealized Gains(Losses) on Foreign Currency Forwards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Foreign currency forward contracts – Gross notional amount | Selling, General and Administrative Expenses | |||
Derivative [Line Items] | |||
Foreign currency forward contracts not designated in accounting hedge relationship | $ 9,008 | $ (6,269) | $ 3,029 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Financial Instruments Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments | ||
Receivable from brokers and dealers and clearing organizations | $ 0 | $ 368 |
Deposits with clearing organizations | 20,523 | 11,671 |
Accounts receivable | 129,937 | 105,286 |
Total assets | 5,990,180 | 5,679,850 |
Payable to brokers and dealers and clearing organizations | 0 | 252 |
Total liabilities | 681,237 | 660,687 |
Equity investment without readily determinable fair values | 21,100 | 21,100 |
Fair Value, Nonrecurring | ||
Fair Value of Financial Instruments | ||
Cash and restricted cash | 318,495 | 250,490 |
Receivable from brokers and dealers and clearing organizations | 0 | 368 |
Deposits with clearing organizations | 20,523 | 11,671 |
Accounts receivable | 129,937 | 105,286 |
Other assets – Memberships in clearing organizations | 2,392 | 1,586 |
Total assets | 471,347 | 369,401 |
Payable to brokers and dealers and clearing organizations | 0 | 252 |
Total liabilities | 0 | 252 |
Quoted Prices in active Markets for Identical Assets (Level 1) | Fair Value, Nonrecurring | ||
Fair Value of Financial Instruments | ||
Cash and restricted cash | 318,495 | 250,490 |
Receivable from brokers and dealers and clearing organizations | 0 | 0 |
Deposits with clearing organizations | 20,523 | 11,671 |
Accounts receivable | 0 | 0 |
Other assets – Memberships in clearing organizations | 0 | 0 |
Total assets | 339,018 | 262,161 |
Payable to brokers and dealers and clearing organizations | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Observable Inputs (Level 2) | Fair Value, Nonrecurring | ||
Fair Value of Financial Instruments | ||
Cash and restricted cash | 0 | 0 |
Receivable from brokers and dealers and clearing organizations | 0 | 368 |
Deposits with clearing organizations | 0 | 0 |
Accounts receivable | 129,937 | 105,286 |
Other assets – Memberships in clearing organizations | 0 | 0 |
Total assets | 129,937 | 105,654 |
Payable to brokers and dealers and clearing organizations | 0 | 252 |
Total liabilities | 0 | 252 |
Significant Unobservable Inputs (Level 3) | Fair Value, Nonrecurring | ||
Fair Value of Financial Instruments | ||
Cash and restricted cash | 0 | 0 |
Receivable from brokers and dealers and clearing organizations | 0 | 0 |
Deposits with clearing organizations | 0 | 0 |
Accounts receivable | 0 | 0 |
Other assets – Memberships in clearing organizations | 2,392 | 1,586 |
Total assets | 2,392 | 1,586 |
Payable to brokers and dealers and clearing organizations | 0 | 0 |
Total liabilities | 0 | 0 |
Total Fair Value | Fair Value, Nonrecurring | ||
Fair Value of Financial Instruments | ||
Cash and restricted cash | 318,495 | 250,490 |
Receivable from brokers and dealers and clearing organizations | 0 | 368 |
Deposits with clearing organizations | 20,523 | 11,671 |
Accounts receivable | 129,937 | 105,286 |
Other assets – Memberships in clearing organizations | 2,392 | 1,586 |
Total assets | 471,347 | 369,401 |
Payable to brokers and dealers and clearing organizations | 0 | 252 |
Total liabilities | $ 0 | $ 252 |
Credit Risk (Details)
Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |||
Allowance for doubtful accounts | $ 273 | $ 243 | |
Recoveries resulting in reversal of credit loss expense | $ 13 | $ 100 | |
Reversal of credit loss expense | $ 1,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Revolving credit facility - USD ($) | Apr. 08, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies | |||
Revolving credit facility, term | 5 years | ||
Maximum borrowing capacity | $ 500,000,000 | ||
Commitment fee, percentage | 0.25% | ||
Letter of credit issued | $ 500,000 | $ 0 | |
Letters of credit outstanding | $ 0 | $ 0 | |
Fed Funds Effective Rate | |||
Commitments and Contingencies | |||
Spread | 0.50% | ||
One-month LIBOR | |||
Commitments and Contingencies | |||
Spread | 1.00% | ||
Base rate | |||
Commitments and Contingencies | |||
Spread | 0.75% | ||
LIBOR | |||
Commitments and Contingencies | |||
Spread | 1.75% | ||
Floor | 0.00% |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Numerator: | ||||
Net income attributable to parent | $ 226,828 | $ 166,296 | $ 83,769 | |
Denominator: | ||||
Weighted average shares of Class A and Class B common stock outstanding - Basic (in shares) | [1],[2] | 201,419,081 | 180,409,462 | 148,013,274 |
Dilutive effect (in shares) | 5,835,759 | |||
Weighted average shares of Class A and Class B common stock outstanding - Diluted (in shares) | [1],[2] | 207,254,840 | 188,223,032 | 156,540,246 |
Earnings per share - Basic (in dollars per share) | [1],[2] | $ 1.13 | $ 0.92 | $ 0.57 |
Earnings per share - Diluted (in dollars per share) | [1],[2] | $ 1.09 | $ 0.88 | $ 0.54 |
Tradeweb Markets LLC | ||||
Numerator: | ||||
Pre-IPO net income attributable to Tradeweb Markets LLC | $ 42,352 | |||
Denominator: | ||||
Weighted average shares of Class A and Class B common stock outstanding - Basic (in shares) | [1],[3] | 222,222,197 | ||
Weighted average shares of Class A and Class B common stock outstanding - Diluted (in shares) | [1],[3] | 223,320,457 | ||
Earnings per share - Basic (in dollars per share) | [1],[3] | $ 0.19 | ||
Earnings per share - Diluted (in dollars per share) | [1],[3] | $ 0.19 | ||
Equity-settled PRSUs | ||||
Denominator: | ||||
Dilutive effect (in shares) | 2,067,558 | 2,472,801 | 2,464,137 | |
Equity-settled PRSUs | Tradeweb Markets LLC | ||||
Denominator: | ||||
Dilutive effect (in shares) | 1,098,260 | |||
Options | ||||
Denominator: | ||||
Dilutive effect (in shares) | 3,473,549 | 5,179,109 | 6,062,835 | |
RSUs | ||||
Denominator: | ||||
Dilutive effect (in shares) | 294,652 | 161,660 | 0 | |
[1] | In April 2019, the Company completed the Reorganization Transactions and the IPO, which, among other things, resulted in Tradeweb Markets Inc. becoming the successor of Tradeweb Markets LLC for financial reporting purposes. As a result, earnings per share information for the pre-IPO period is not comparable to the earnings per share information for the post-IPO period. Therefore, earnings per share information is being presented separately for the pre-IPO and post-IPO periods. See Note 18 – Earnings Per Share for additional information. | |||
[2] | Presents information for Tradeweb Markets Inc. (post-IPO period). | |||
[3] | Presents information for Tradeweb Markets LLC (pre-IPO period). |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity-settled PRSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 0 | 0 | 0 |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 0 | 264,376 | 128,125 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 0 | 443 | 0 |
LLC Interests | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 30,699,577 | 45,828,289 | 74,279,741 |
Regulatory Capital Requiremen_3
Regulatory Capital Requirements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
TWL | ||
Regulatory Capital Requirements | ||
Regulatory Capital | $ 33,566 | $ 49,254 |
Regulatory Capital Requirement | 3,424 | 2,438 |
Excess Regulatory Capital | 30,142 | 46,816 |
DW | ||
Regulatory Capital Requirements | ||
Regulatory Capital | 61,379 | 58,026 |
Regulatory Capital Requirement | 2,931 | 2,147 |
Excess Regulatory Capital | 58,448 | 55,879 |
TWD | ||
Regulatory Capital Requirements | ||
Regulatory Capital | 22,784 | 20,577 |
Regulatory Capital Requirement | 652 | 731 |
Excess Regulatory Capital | 22,132 | 19,846 |
TEL | ||
Regulatory Capital Requirements | ||
Regulatory Capital | 84,636 | 59,238 |
Regulatory Capital Requirement | 36,136 | 33,742 |
Excess Regulatory Capital | 48,500 | 25,496 |
TWJ | ||
Regulatory Capital Requirements | ||
Regulatory Capital | 7,932 | 11,066 |
Regulatory Capital Requirement | 1,184 | 3,799 |
Excess Regulatory Capital | 6,748 | 7,267 |
TWEU | ||
Regulatory Capital Requirements | ||
Regulatory Capital | 7,626 | 19,102 |
Regulatory Capital Requirement | 3,272 | 2,562 |
Excess Regulatory Capital | 4,354 | 16,540 |
TESL | ||
Regulatory Capital Requirements | ||
Regulatory Capital | 1,760 | |
Regulatory Capital Requirement | 1,272 | |
Excess Regulatory Capital | 488 | |
EA | ||
Regulatory Capital Requirements | ||
Regulatory Capital | 212,572 | |
Regulatory Capital Requirement | 78 | |
Excess Regulatory Capital | 212,494 | |
TW SEF | ||
Regulatory Capital Requirements | ||
Financial Resources | 30,063 | 28,476 |
Required Financial Resources | 11,000 | 13,500 |
Excess Financial Resources | 19,063 | 14,976 |
Liquid Financial Assets | 15,283 | 15,662 |
Required Liquid Financial Assets | 2,750 | 6,750 |
Excess Liquid Financial Assets | 12,533 | 8,912 |
DW SEF | ||
Regulatory Capital Requirements | ||
Financial Resources | 15,999 | 15,298 |
Required Financial Resources | 6,770 | 6,223 |
Excess Financial Resources | 9,229 | 9,075 |
Liquid Financial Assets | 10,014 | 8,610 |
Required Liquid Financial Assets | 1,693 | 3,112 |
Excess Liquid Financial Assets | $ 8,321 | $ 5,498 |
Business Segment and Geograph_3
Business Segment and Geographic Information - Revenue by Client Sector (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Segment and Geographic Information | |||
Total revenue | $ 1,076,447 | $ 892,659 | $ 775,566 |
Operating expenses | 717,619 | 629,304 | 585,747 |
Operating income | 358,828 | 263,355 | 189,819 |
Institutional | |||
Business Segment and Geographic Information | |||
Total revenue | 668,812 | 554,330 | 453,379 |
Wholesale | |||
Business Segment and Geographic Information | |||
Total revenue | 254,927 | 185,456 | 171,096 |
Retail | |||
Business Segment and Geographic Information | |||
Total revenue | 70,566 | 76,352 | 80,368 |
Market Data | |||
Business Segment and Geographic Information | |||
Total revenue | $ 82,142 | $ 76,521 | $ 70,723 |
Business Segment and Geograph_4
Business Segment and Geographic Information - Revenue and Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Segment and Geographic Information | |||
Total revenue | $ 1,076,447 | $ 892,659 | $ 775,566 |
Long-lived assets | 4,168,034 | 4,108,113 | |
U.S. | |||
Business Segment and Geographic Information | |||
Total revenue | 673,223 | 570,064 | 497,316 |
Long-lived assets | 4,152,186 | 4,091,569 | |
International | |||
Business Segment and Geographic Information | |||
Total revenue | 403,224 | 322,595 | $ 278,250 |
Long-lived assets | $ 15,848 | $ 16,544 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 02, 2022 | Feb. 01, 2022 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Cash dividend declared (in dollars per share) | $ 0.24 | $ 0.32 | $ 0.32 | |||
Capital distributions | $ 20,000 | $ 100,000 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Capital distributions | $ 16,700 | |||||
Subsequent Event | Class A Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Cash dividend declared (in dollars per share) | $ 0.08 | |||||
Subsequent Event | Class B Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Cash dividend declared (in dollars per share) | $ 0.08 |