Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Entity Registrant Name | Tradeweb Markets Inc. | |
Entity Central Index Key | 0001758730 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 46,000,000 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 96,933,192 | |
Class C common stock | ||
Entity Common Stock, Shares Outstanding | 10,006,269 | |
Class D common stock | ||
Entity Common Stock, Shares Outstanding | 69,282,736 |
Statements of Financial Conditi
Statements of Financial Condition - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash | $ 100 | $ 100 |
Total assets | 100 | 100 |
Stockholders' Equity | ||
Common Stock, par value $.1 per share, 1,000 shares authorized, 100 issued and outstanding | 1 | 1 |
Additional paid-in capital (see note 4) | 99 | 99 |
Total stockholder's equity | $ 100 | $ 100 |
Statements of Financial Condi_2
Statements of Financial Condition (Parenthetical) | Mar. 31, 2019$ / sharesshares |
Statements of Financial Condition | |
Common Stock, par value per share | $ / shares | $ 0.01 |
Common Stock, shares authorized | 1,000 |
Common Stock, shares issued | 100 |
Common Stock, shares outstanding | 100 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization | |
Organization | 1. Tradeweb Markets Inc. (the "Corporation") was formed as a Delaware corporation on November 7, 2018. The Corporation was formed for the purpose of completing certain reorganization transactions in order to carry on the business of Tradeweb Markets LLC (“TWM LLC”) and conducting an initial public offering (“IPO”). On April 8, 2019, the Corporation closed an IPO of 46,000,000 shares of Class A common stock at a public offering price of $27.00, which includes 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 $1,161,270,000 in net proceeds, after deducting underwriting discounts and commissions but before deducting offering expenses, which were used to purchase membership interests of TWM LLC from certain existing equityholders of TWM LLC (and cancelled the corresponding shares of common stock 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. Subsequent to the Reorganization Transactions (as defined in note 4) that occurred after March 31, 2019, the Corporation is the sole manager 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 will consolidate the financial results of TWM LLC and report a non-controlling interest in the Corporation’s consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Basis of Accounting The statements of financial condition are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity and cash flows have not been presented in the financial statements because, as of March 31, 2019, there have been no activities in this entity other than the initial capitalization. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholder's Equity | |
Stockholder's Equity | 3. As of March 31, 2019, the Corporation was authorized to issue 1,000 shares of Common Stock, par value $0.01 per share. The Chief Executive Officer of TWM LLC was the sole shareholder of the Corporation and contributed $100 to the Corporation on November 7, 2018 to purchase 100 shares of common stock. Holders of common stock were entitled to one vote for each share of common stock held on all matters submitted to shareholders for vote, consent or approval. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 4. As noted above, on April 8, 2019, the Corporation closed an IPO of 46,000,000 shares of Class A common stock at a public offering price of $27.00, which includes 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 $1,161,270,000 in net proceeds, after deducting underwriting discounts and commissions but before deducting offering expenses, which were used to purchase membership interests of TWM LLC from certain of the Bank Stockholders (as defined below) (and cancel the corresponding shares of common stock), at a purchase price per interest equal to the public offering price of $27.00, less the underwriting discounts and commissions payable thereon. Prior to the closing of the IPO, a series of reorganization transactions (the “Reorganization Transactions”) was completed among the Corporation, TWM LLC and the following parties: · The Owners of TWM LLC prior to the Reorganization Transactions, including an indirect subsidiary (the “Refinitiv LLC Owner”) of Refinitiv Holdings Limited (“Refinitiv”), certain investment and commercial banks (collectively, the “Bank Stockholders”) and members of management, that continued to own LLC Interests (as defined below) immediately prior to the closing of the IPO and who received shares of the Corporation’s Class C common stock, shares of the Corporation’s Class D common stock or a combination of both, as the case may be (collectively, the “Continuing LLC Owners”); and · An indirect subsidiary (the “Refinitiv Direct Owner” and, together with the Refinitiv LLC Owner, the “Refinitiv Owners”) of Refinitiv that owned interests in an entity that held membership interests of TWM LLC prior to the Reorganization Transactions and contributed such entity to the Corporation (the “Refinitiv Contribution”). The following Reorganization Transactions occurred: · 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 (“LLC Interests”), (ii) exchange all of the existing membership interests of TWM LLC’s existing equityholders for LLC Interests and (iii) appoint the Corporation as the sole manager of TWM LLC. The TWM LLC Agreement also 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; · The Corporation’s certificate of incorporation was amended and restated to, among other things, provide for Class A common stock, Class B common stock, Class C common stock and Class D common stock. 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 $ Yes Class B common stock $ Yes Class C common stock $ No Class D common stock $ 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. 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). · The Corporation assumed sponsorship of an option plan and PRSU plan formerly sponsored by TWM LLC. Accordingly, all options and PRSUs granted under such plans were converted into economically equivalent awards of the Corporation with respect to shares of the Corporation’s Class A common stock; · The Corporation’s board of directors adopted a new omnibus equity incentive plan, under which equity awards may be made in respect of shares of the Corporation’s Class A common stock; · The Corporation issued 20,000,000 shares of Class C common stock and 105,289,005 shares of Class D common stock to the Continuing LLC Owners, 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 canceled 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). LLC Interests are redeemable, 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). The Corporation’s board of directors, which includes directors who hold LLC Interests or are affiliated with holders of LLC Interests and may include such directors in the future, may, at its option, instead of the foregoing redemptions 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 (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the TWM LLC Agreement. Holders of Class D common stock may also 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; · As a result of the Refinitiv Contribution, the Corporation received 96,933,192 LLC Interests and the Refinitiv Direct Owner received 96,933,192 shares of Class B common stock. The Refinitiv Direct Owner and other future holders of Class B common stock may from time to time exchange all or a portion of their shares of the Corporation’s 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); and · The Corporation entered into a Tax Receivable Agreement with TWM LLC and the Continuing LLC Owners that 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 using the net proceeds of the IPO or any future offering 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. Following the completion of the Reorganization Transactions, including the IPO and the application of the proceeds therefrom as described above, the Corporation owns 64.3% of TWM LLC. The Continuing LLC Owners that continue to own LLC Interests own the remaining 35.7% of TWM LLC. On May 8, 2019, the Corporation's board of directors declared a cash dividend of $0.08 per share of Class A common stock and Class B common stock for the second quarter of 2019. This dividend will be payable on June 15, 2019 to stockholders of record as of June 1, 2019. There were no other subsequent events requiring adjustment to the financial statements or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Accounting | Basis of Accounting The statements of financial condition are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity and cash flows have not been presented in the financial statements because, as of March 31, 2019, there have been no activities in this entity other than the initial capitalization. |
Organization (Details)
Organization (Details) - USD ($) | Apr. 08, 2019 | Nov. 07, 2018 |
Shares issued | 100 | |
Subsequent Event | ||
Price per interest of TWM LLC acquired | $ 27 | |
Subsequent Event | IPO | ||
Shares issued | 46,000,000 | |
Public offering price | $ 27 | |
Proceeds, net of underwriting discounts and commissions | $ 1,161,270,000 | |
Subsequent Event | Underwriters' over-allotment option | ||
Shares issued | 6,000,000 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) | Nov. 07, 2018USD ($)shares | Mar. 31, 2019Vote / shares$ / sharesshares |
Stockholder's Equity | ||
Common Stock, shares authorized | 1,000 | |
Common Stock, par value per share | $ / shares | $ 0.01 | |
Stock issued to Chief Executive Officer | $ | $ 100 | |
Amount contributed to purchase shares | 100 | |
Number of votes per share to which holders are entitled | Vote / shares | 1 |
Subsequent Events - Initial Pub
Subsequent Events - Initial Public Offering (Details) - USD ($) | Apr. 08, 2019 | Nov. 07, 2018 |
Subsequent Events | ||
Shares issued | 100 | |
Subsequent Event | ||
Subsequent Events | ||
Price per interest of TWM LLC acquired | $ 27 | |
Subsequent Event | IPO | ||
Subsequent Events | ||
Shares issued | 46,000,000 | |
Public offering price | $ 27 | |
Proceeds, net of underwriting discounts and commissions | $ 1,161,270,000 | |
Subsequent Event | Underwriters' over-allotment option | ||
Subsequent Events | ||
Shares issued | 6,000,000 |
Subsequent Events - Class of St
Subsequent Events - Class of Stock (Details) | Apr. 08, 2019Vote / sharesUSD ($)$ / sharesshares | Mar. 31, 2019Vote / shares$ / shares |
Subsequent Events | ||
Par Value | $ / shares | $ 0.01 | |
Number of votes per share to which holders are entitled | Vote / shares | 1 | |
Subsequent Event | ||
Subsequent Events | ||
Shares contributed by Refinitiv Owner | 96,933,192 | |
Subsequent Event | Class A common stock | ||
Subsequent Events | ||
Par Value | $ / shares | $ 0.00001 | |
Number of votes per share to which holders are entitled | Vote / shares | 1 | |
Subsequent Event | Class B common stock | ||
Subsequent Events | ||
Par Value | $ / shares | $ 0.00001 | |
Number of votes per share to which holders are entitled | Vote / shares | 10 | |
Shares contributed by Refinitiv Owner | 96,933,192 | |
Acquisition conversion ratio | 1 | |
Number of Class A shares to be issued upon conversion | 1 | |
Subsequent Event | Class C and/or D common stock | ||
Subsequent Events | ||
Acquisition conversion ratio | 1 | |
Subsequent Event | Class C common stock | ||
Subsequent Events | ||
Par Value | $ / shares | $ 0.00001 | |
Number of votes per share to which holders are entitled | Vote / shares | 1 | |
Economic interest in the Corporation | $ | 0 | |
Shares issued to acquire TWM LLC | 20,000,000 | |
Number of shares canceled | 9,993,731 | |
Subsequent Event | Class D common stock | ||
Subsequent Events | ||
Par Value | $ / shares | $ 0.00001 | |
Number of votes per share to which holders are entitled | Vote / shares | 10 | |
Economic interest in the Corporation | $ | 0 | |
Shares issued to acquire TWM LLC | 105,289,005 | |
Number of Class C shares to be issued upon conversion | 1 | |
Number of shares canceled | 36,006,269 | |
Voting power threshold percentage to require conversion of shares | 4.90% |
Subsequent Events - Tax Receiva
Subsequent Events - Tax Receivable Agreement (Details) - Subsequent Event - $ / shares | May 08, 2019 | Apr. 08, 2019 |
Subsequent Events | ||
Percentage of tax savings due to TWM LLC and its continuing owners | 50.00% | |
Corporation ownership percentage | 64.30% | |
Class A common stock | ||
Subsequent Events | ||
Cash dividend declared | $ 0.08 | |
Class B common stock | ||
Subsequent Events | ||
Cash dividend declared | $ 0.08 | |
Continuing LLC Owners | Tradeweb Markets LLC | ||
Subsequent Events | ||
Ownership percentage, Continuing LLC Owners | 35.70% |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition (Tradeweb Markets LLC and Subsidiaries) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Total assets | $ 100 | $ 100 |
Tradeweb Markets LLC | ||
Liabilities | ||
Deferred revenue including deferred revenue from related parties of $8,556 and $9,151 at March 31, 2019 and December 31, 2018, respectively | 28,487,000 | 27,883,000 |
Lease liability | 37,310,000 | |
Successor | Tradeweb Markets LLC | ||
Assets | ||
Cash and cash equivalents, including cash deposited with related parties of $246,416 and $283,790 at March 31, 2019 and December 31, 2018 respectively | 361,608,000 | 410,104,000 |
Restricted cash | 1,200,000 | 1,200,000 |
Receivable from brokers and dealers and clearing organizations including receivables from related parties of $199 and $3,332 at March 31, 2019 and December 31, 2018, respectively | 88,422,000 | 174,591,000 |
Deposits with clearing organizations including deposits from related parties of $500 at both March 31, 2019 and December 31, 2018 | 8,872,000 | 11,427,000 |
Accounts receivable, net of allowance including receivables from related parties of $46,947 and $40,730 at March 31, 2019 and December 31, 2018, respectively | 94,284,000 | 87,192,000 |
Furniture, equipment, purchased software and leasehold improvements, net of accumulated depreciation and amortization | 36,790,000 | 38,128,000 |
Right-of-use assets | 32,647,000 | |
Software development costs, net of accumulated amortization | 171,705,000 | 170,582,000 |
Intangible assets, net of accumulated amortization | 1,355,996,000 | 1,380,848,000 |
Goodwill | 2,694,797,000 | 2,694,797,000 |
Receivable from affiliates | 3,026,000 | 3,243,000 |
Other assets including other assets from related parties of $0 and $9 at March 31, 2019 and December 31, 2018, respectively | 32,238,000 | 25,027,000 |
Total assets | 4,881,585,000 | 4,997,139,000 |
Liabilities | ||
Payable to brokers and dealers and clearing organizations including payables to related parties of $0 and $2,404 at March 31, 2019 and December 31, 2018, respectively | 81,214,000 | 171,214,000 |
Accrued compensation | 54,087,000 | 120,158,000 |
Deferred revenue including deferred revenue from related parties of $8,556 and $9,151 at March 31, 2019 and December 31, 2018, respectively | 28,487,000 | 27,883,000 |
Accounts payable, accrued expenses and other liabilities including payables to related parties of $387 and $0 at march 31, 2019 and December 31, 2018, respectively | 33,295,000 | 42,548,000 |
Employee equity compensation payable | 299,000 | 24,187,000 |
Lease liability | 37,310,000 | |
Payable to affiliates | 6,050,000 | 5,009,000 |
Deferred tax liability | 19,589,000 | 19,627,000 |
Total liabilities | 260,331,000 | 410,626,000 |
Commitments and contingencies (note 13) | ||
Mezzanine Capital | ||
Class C Shares and Class P(C) Shares | 23,275,000 | 14,179,000 |
Members' capital | ||
Members' capital | 4,597,857,000 | 4,573,200,000 |
Accumulated other comprehensive income | 122,000 | (866,000) |
Total members' capital | 4,597,979,000 | 4,572,334,000 |
Total liabilities and equity | $ 4,881,585,000 | $ 4,997,139,000 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Condition (Parenthetical) (Tradeweb Markets LLC and Subsidiaries) - Successor - Tradeweb Markets LLC - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Cash deposited with related parties | $ 246,416 | $ 283,790 |
Receivables from related parties | 199 | 3,332 |
Deposits from related parties | 500 | 500 |
Accounts receivable, net of allowance from related parties | 46,947 | 40,730 |
Other assets from related parties | 0 | 9 |
Payables to related parties, brokers, dealers and clearing organizations | 0 | 2,404 |
Deferred revenues from related parties | 8,556 | 9,151 |
Payables to related parties | $ 387 | $ 0 |
Consolidated Statements of Inco
Consolidated Statements of Income (Tradeweb Markets LLC and Subsidiaries) - Tradeweb Markets LLC - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Revenues | ||
Gross revenue | $ 186,792,000 | |
Net revenue | 186,792,000 | |
Expenses | ||
Employee compensation and benefits | 77,273,000 | |
Depreciation and amortization | 33,503,000 | |
Technology and communications including from related parties of $740 in both the three months ended March 31, 2019 and 2018 | 10,040,000 | |
General and administrative including from related parties of $180 in both the three months ended March 31, 2019 and 2018 | 9,089,000 | |
Professional fees | 6,971,000 | |
Occupancy including from related parties of $155 in both the three months ended March 31, 2019 and 2018 | 3,639,000 | |
Total expenses | 140,515,000 | |
Operating income | 46,277,000 | |
Interest income including from related parties of $208 and $21 in the three months ended March 31, 2019 and 2018, respectively | 858,000 | |
Income before taxes | 47,135,000 | |
Provision for income taxes | (4,783,000) | |
Net income | $ 42,352,000 | |
Net income per share | ||
Basic | $ 0.19 | |
Diluted | $ 0.19 | |
Weighted average number of shares outstanding (note 14) | ||
Basic | 222,222,197 | |
Diluted | 223,320,457 | |
Successor | Transaction Fee Revenue | ||
Revenues | ||
Gross revenue | $ 102,640,000 | |
Successor | Subscription Fee Revenue | ||
Revenues | ||
Gross revenue | 34,445,000 | |
Successor | Commissions Revenue | ||
Revenues | ||
Gross revenue | 34,197,000 | |
Successor | Refinitiv Market Data Fees | ||
Revenues | ||
Gross revenue | 13,616,000 | |
Successor | Other | ||
Revenues | ||
Gross revenue | $ 1,894,000 | |
Predecessor | ||
Revenues | ||
Gross revenue | $ 169,503,000 | |
Contingent consideration to related parties | (10,070,000) | |
Net revenue | 159,433,000 | |
Expenses | ||
Employee compensation and benefits | 71,570,000 | |
Depreciation and amortization | 16,268,000 | |
Technology and communications including from related parties of $740 in both the three months ended March 31, 2019 and 2018 | 8,463,000 | |
General and administrative including from related parties of $180 in both the three months ended March 31, 2019 and 2018 | 6,517,000 | |
Professional fees | 5,538,000 | |
Occupancy including from related parties of $155 in both the three months ended March 31, 2019 and 2018 | 3,722,000 | |
Total expenses | 112,078,000 | |
Operating income | 47,355,000 | |
Interest income including from related parties of $208 and $21 in the three months ended March 31, 2019 and 2018, respectively | 471,000 | |
Income before taxes | 47,826,000 | |
Provision for income taxes | (2,518,000) | |
Net income | $ 45,308,000 | |
Net income per share | ||
Basic | $ 0.21 | |
Diluted | $ 0.21 | |
Weighted average number of shares outstanding (note 14) | ||
Basic | 213,435,321 | |
Diluted | 213,435,321 | |
Predecessor | Transaction Fee Revenue | ||
Revenues | ||
Gross revenue | $ 90,139,000 | |
Predecessor | Subscription Fee Revenue | ||
Revenues | ||
Gross revenue | 36,326,000 | |
Predecessor | Commissions Revenue | ||
Revenues | ||
Gross revenue | 27,883,000 | |
Predecessor | Refinitiv Market Data Fees | ||
Revenues | ||
Gross revenue | 12,237,000 | |
Predecessor | Other | ||
Revenues | ||
Gross revenue | $ 2,918,000 |
Consolidated Statements of In_2
Consolidated Statements of Income (Parenthetical) (Tradeweb Markets LLC and Subsidiaries) - Tradeweb Markets LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Revenues | ||
Technology and communications from related parties | $ 740 | |
General and administrative from related parties | 180 | |
Occupancy from related parties | 155 | |
Interest income from related parties | 208 | |
Successor | Transaction Fee Revenue | ||
Revenues | ||
Revenue from related parties | 59,643 | |
Successor | Subscription Fee Revenue | ||
Revenues | ||
Revenue from related parties | 5,670 | |
Successor | Commissions Revenue | ||
Revenues | ||
Revenue from related parties | $ 16,186 | |
Predecessor | ||
Revenues | ||
Technology and communications from related parties | $ 740 | |
General and administrative from related parties | 180 | |
Occupancy from related parties | 155 | |
Interest income from related parties | 21 | |
Predecessor | Transaction Fee Revenue | ||
Revenues | ||
Revenue from related parties | 52,918 | |
Predecessor | Subscription Fee Revenue | ||
Revenues | ||
Revenue from related parties | 5,220 | |
Predecessor | Commissions Revenue | ||
Revenues | ||
Revenue from related parties | $ 11,631 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Tradeweb Markets LLC and Subsidiaries) - Tradeweb Markets LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Net income | $ 42,352 | |
Foreign currency translation adjustments | 988 | |
Comprehensive income | $ 43,340 | |
Predecessor | ||
Net income | $ 45,308 | |
Foreign currency translation adjustments | 1,928 | |
Comprehensive income | $ 47,236 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Members' Capital and Accumulated Other Comprehensive Income - Tradeweb Markets LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Predecessor | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Members' capital beginning of period | $ 986,468 | |
Comprehensive income: | ||
Net income | 45,308 | |
Foreign currency translation adjustments | 1,928 | |
Capital distributions | (25,000) | |
Members' capital end of period | 1,008,704 | |
Predecessor | Members' Capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Members' capital beginning of period | 999,735 | |
Comprehensive income: | ||
Net income | 45,308 | |
Capital distributions | (25,000) | |
Members' capital end of period | 1,020,043 | |
Predecessor | Accumulated Other Comprehensive Income (Loss) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Members' capital beginning of period | (13,267) | |
Comprehensive income: | ||
Foreign currency translation adjustments | 1,928 | |
Members' capital end of period | $ (11,339) | |
Successor | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Members' capital beginning of period | $ 4,572,334 | |
Comprehensive income: | ||
Net income | 42,352 | |
Foreign currency translation adjustments | 988 | |
Adjustment to Class C Shares and Class P(C) Shares in mezzanine capital | (2,369) | |
Share-based compensation | 4,674 | |
Capital distributions | (20,000) | |
Members' capital end of period | 4,597,979 | |
Successor | Members' Capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Members' capital beginning of period | 4,573,200 | |
Comprehensive income: | ||
Net income | 42,352 | |
Adjustment to Class C Shares and Class P(C) Shares in mezzanine capital | (2,369) | |
Share-based compensation | 4,674 | |
Capital distributions | (20,000) | |
Members' capital end of period | 4,597,857 | |
Successor | Accumulated Other Comprehensive Income (Loss) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Members' capital beginning of period | (866) | |
Comprehensive income: | ||
Foreign currency translation adjustments | 988 | |
Members' capital end of period | $ 122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Tradeweb Markets LLC and Subsidiaries) - Tradeweb Markets LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Cash flows from operating activities | ||
Net income | $ 42,352 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 33,503 | |
Share-based compensation expense | 4,674 | |
Deferred taxes | (39) | |
(Increase) decrease in operating assets: | ||
Receivable from brokers and dealers and clearing organizations | 86,169 | |
Deposits with clearing organizations | 2,570 | |
Accounts receivable | (6,406) | |
Receivable from affiliates | 217 | |
Other assets | (7,152) | |
Increase (decrease) in operating liabilities: | ||
Payable to brokers and dealers and clearing organizations | (90,000) | |
Accrued compensation | (66,447) | |
Deferred revenue | 602 | |
Accounts payable, accrued expenses and other liabilities | (4,911) | |
Employee equity compensation payable | (17,161) | |
Payable to affiliates | 950 | |
Net cash used in operating activities | (21,079) | |
Cash flows from investing activities | ||
Purchase of furniture, equipment, software and leasehold improvements | (1,516) | |
Capitalized software development costs | (6,767) | |
Net cash used in investing activities | (8,283) | |
Cash flows from financing activities | ||
Capital distributions | (20,000) | |
Net cash used in financing activities | (20,000) | |
Effect of exchange rate changes on cash and cash equivalents | 866 | |
Net decrease in cash and cash equivalents | (48,496) | |
Cash and cash equivalents and restricted cash | ||
Beginning of period | 411,304 | |
End of period | 362,808 | |
Supplemental disclosure of cash flow information | ||
Income taxes paid | $ 7,301 | |
Predecessor | ||
Cash flows from operating activities | ||
Net income | $ 45,308 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 16,268 | |
Contingent consideration | 10,070 | |
Deferred taxes | 452 | |
(Increase) decrease in operating assets: | ||
Receivable from brokers and dealers and clearing organizations | 4,324 | |
Deposits with clearing organizations | (950) | |
Accounts receivable | (29,762) | |
Receivable from affiliates | (119) | |
Other assets | 903 | |
Increase (decrease) in operating liabilities: | ||
Payable to brokers and dealers and clearing organizations | (4,322) | |
Accrued compensation | (59,693) | |
Deferred revenue | 1,479 | |
Accounts payable, accrued expenses and other liabilities | 4,201 | |
Employee equity compensation payable | (11,797) | |
Payable to affiliates | 9,412 | |
Net cash used in operating activities | (14,226) | |
Cash flows from investing activities | ||
Purchase of furniture, equipment, software and leasehold improvements | (1,244) | |
Capitalized software development costs | (6,198) | |
Net cash used in investing activities | (7,442) | |
Cash flows from financing activities | ||
Capital distributions | (25,000) | |
Net cash used in financing activities | (25,000) | |
Effect of exchange rate changes on cash and cash equivalents | 1,813 | |
Net decrease in cash and cash equivalents | (44,855) | |
Cash and cash equivalents and restricted cash | ||
Beginning of period | 353,798 | |
End of period | 308,943 | |
Supplemental disclosure of cash flow information | ||
Income taxes paid | $ 1,784 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) (Tradeweb Markets LLC and Subsidiaries) - Tradeweb Markets LLC - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor | ||||
Cash | $ 361,608 | $ 410,104 | ||
Restricted cash | 1,200 | |||
Cash and cash equivalents and restricted cash | $ 362,808 | $ 411,304 | ||
Predecessor | ||||
Cash | $ 307,743 | |||
Restricted cash | 1,200 | |||
Cash and cash equivalents and restricted cash | $ 308,943 | $ 353,798 |
Organization (Tradeweb Markets
Organization (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Organization | |
Organization | 1. Tradeweb Markets Inc. (the "Corporation") was formed as a Delaware corporation on November 7, 2018. The Corporation was formed for the purpose of completing certain reorganization transactions in order to carry on the business of Tradeweb Markets LLC (“TWM LLC”) and conducting an initial public offering (“IPO”). On April 8, 2019, the Corporation closed an IPO of 46,000,000 shares of Class A common stock at a public offering price of $27.00, which includes 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 $1,161,270,000 in net proceeds, after deducting underwriting discounts and commissions but before deducting offering expenses, which were used to purchase membership interests of TWM LLC from certain existing equityholders of TWM LLC (and cancelled the corresponding shares of common stock 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. Subsequent to the Reorganization Transactions (as defined in note 4) that occurred after March 31, 2019, the Corporation is the sole manager 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 will consolidate the financial results of TWM LLC and report a non-controlling interest in the Corporation’s consolidated financial statements. |
Tradeweb Markets LLC | |
Organization | |
Organization | 1. Organization Tradeweb Markets LLC (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, a Delaware limited liability company, is a consolidating subsidiary of BCP York Holdings (“BCP”), a company owned by certain investment funds affiliated with The Blackstone Group L.P., through BCP’s majority ownership interest in Refinitiv Holdings Limited (“Refinitiv” or the “Parent”). As of March 31, 2019, Refinitiv owned a majority ownership interest in the Company and a minority ownership interest of the Company was owned by a group of investment and commercial banks (the “Banks”). A majority interest of Refinitiv (formerly the Thomson Reuters Financial & Risk Business) was acquired by BCP on October 1, 2018 (the “Refinitiv Transaction”) from Thomson Reuters Corporation (“TR”). The accompanying consolidated financial statements are presented for two periods: predecessor and successor, which relate to the periods preceding and succeeding the Refinitiv Transaction, respectively. The Refinitiv Transaction results in a new basis of accounting beginning on October 1, 2018 and the financial reporting periods are presented as follows: · The successor period of the Company, reflecting the Refinitiv Transaction, as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019. · The predecessor period of the Company for the three months ended March 31, 2018. The Company, through its subsidiary Tradeweb Global LLC (“TWG”), owns: · 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”). · 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”). The Company, through its subsidiary Tradeweb IDB Markets Inc. (“TWIDB”) (formerly known as Hydrogen Holdings Corporation), owns Dealerweb Inc. (“DW”) (formerly known as Hilliard Farber & Co., Inc.). DW is 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. The Company, through its subsidiary BondDesk Group LLC, owns 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. |
Significant Accounting Policies
Significant Accounting Policies (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Significant Accounting Policies | 2. Basis of Accounting The statements of financial condition are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity and cash flows have not been presented in the financial statements because, as of March 31, 2019, there have been no activities in this entity other than the initial capitalization. |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Significant Accounting Policies | 2. Significant Accounting Policies The following is a summary of significant accounting policies: Basis of Accounting The consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States of America. All adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented, are normal and recurring in nature. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Recapitalization As discussed in note 18, on April 4, 2019, the Company's limited liability company agreement ("LLC Agreement") was amended and restated to, among other things, (i)provide for a new single class of common membership interests in the Company ("LLC Interests") and (ii) exchange all of the existing membership interests of the Company's existing equityholders for LLC Interests. For purposes of calculating net income per share on the consolidated statements of income, the number of outstanding shares have been adjusted retroactively for all periods to reflect the above-mentioned amendment and resulting recapitalization. Other share amounts and related disclosures in the notes to the consolidated financial statements reflect the share classes and amounts prior to the recapitalization unless otherwise indicated. 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 of less than three months. Allowance for Doubtful Accounts The Company continually monitors collections and payments from its clients and maintains an allowance for doubtful accounts. The allowance for doubtful accounts is based upon the historical collection experience and specific collection issues that have been identified. Additions, if any, to the allowance for doubtful accounts are charged to bad debt expense, which is included in general and administrative expenses on the consolidated statements of income. 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, including the allocated fair value of assets as a result of pushdown accounting (see note 3), is computed on a straight-line basis over the estimated useful lives of the related assets, ranging from three to seven years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the leasehold improvements or the remaining term of the lease for office space. 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, in accordance with Accounting Standards Codification (“ASC”) 350. 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. Once the product is ready for its intended use, such costs are amortized on a straight-line basis over three years. Costs capitalized as part of the pushdown accounting allocation (see note 3) 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. Intangible Assets Intangible assets with a finite life are amortized over the estimated lives in accordance with ASC 350. Intangible assets subject to amortization are tested for impairment whenever events or changes in circumstances suggest that an asset's or asset group's carrying value may not be fully recoverable in accordance with ASC 360. Intangible assets with an indefinite useful life are tested for impairment at least annually. An impairment loss is recognized if the sum of the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding fair value. Intangible assets are amortized over their estimated useful lives of seven to sixteen years. Goodwill Goodwill is the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company under pushdown accounting. Goodwill is also the cost of acquired companies in excess of the fair value of identifiable net assets at acquisition date. Goodwill is not amortized, but in accordance with ASC 350, goodwill is tested for impairment annually and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. In 2019, the Company changed the annual date on which goodwill is tested for impairment from July 1 st to October 1 st to align with the annual impairment testing date of the Company’s Parent. This change did not accelerate, delay, avoid or cause an impairment charge, nor does this change result in adjustments to the Company’s previously issued financial statements. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. 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. Deferred IPO Costs In 2018 the Company began incurring costs in connection with the filing of a Registration Statement on Form S-1, which are deferred in other assets in accordance with ASC 505-10-25 in the consolidated statements of financial condition. Initial public offering (“IPO”) costs consist of legal, accounting, and other costs directly related to the Company’s efforts to raise capital through an IPO. These deferred costs were offset against proceeds received from the offering which closed on April 8, 2019 and will be reclassified to additional paid-in capital on the consolidated statements of financial condition. See note 18. Translation of Foreign Currency 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. 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 comprehensive income. Income Tax The Company is a multiple member limited liability company which is taxed as a partnership. No federal income tax provision is required on the earnings of the Company as it is a partnership, and therefore the tax effects of its activities accrue directly to its partners. As a partnership, the Company and certain subsidiaries are subject to unincorporated business taxes on income earned, or losses incurred, by conducting business in certain state and local jurisdictions and income taxes in foreign jurisdictions on certain of their operations. Additionally, TWIDB and its subsidiary DW are C Corporations and therefore incur corporate federal, state and local income tax expense. Income taxes are accounted for in accordance with ASC 740. The Company recorded 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. Based on the weight of the positive and negative evidence considered, management believes that it is more likely than not that the Company will be able to realize its deferred tax assets in the future, therefore, no valuation allowance is necessary. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) 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 (2) 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 GILTI provision as a current period expense when incurred. Revenue Recognition The Company earns transaction fees from transactions executed on the Company’s trading platforms through various fee plans. Transaction fees are generated both on a variable and fixed price basis and vary by geographic region, product type and trade size. For variable transaction fees, the Company charges clients fees based on the mix of products traded and the volume of transactions executed. Transaction fee revenue is recorded at a point in time when the trade occurs and is generally billed monthly. The Company earns subscription fees from granting access to institutional investors to the Company's electronic marketplaces. Subscription fees are recognized into income in the period that access is provided on a monthly basis. Also included in subscription fees on the consolidated statements of income are viewer fees earned monthly from institutional investors accessing fixed income market data. The frequency of subscription fee billings varies from monthly until 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 has been met. 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. Securities transactions and related commission income for brokerage transactions are recorded on a trade-date basis. This income is received by the Company when the transactions settle or is billed monthly. The Company earns fees from Refinitiv, formerly TR in the predecessor periods, 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 in the period that the data is provided, generally on a monthly basis and historical data sets which are recognized when the historical data set is provided to Refinitiv. On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the measurement or recognition of revenue in any prior reporting periods. However, subsequent to the adoption, the Company was required to make significant judgements for the Refinitiv market data fees. Significant judgements used in accounting for this contract include: · 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 commission and transaction fees 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, in thousands, for the three months ended March 31, 2019 and 2018 is as follows: Successor Predecessor Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 (in thousands) (in thousands) Variable Fixed Variable Fixed Revenues Transaction fees $ 78,915 $ 23,725 $ 69,637 $ 20,502 Subscription Fees including Refinitiv market data fees 455 47,606 475 48,088 Commissions 24,310 9,887 17,780 10,103 Other 303 1,591 12 2,906 Gross revenues $ 103,983 $ 82,809 $ 87,904 $ 81,599 Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718. ASC 718 focuses primarily on accounting for a transaction in which an entity obtains employee services in exchange for share-based payments. Under ASC 718, the share-based payments received by the employees of the Company are accounted for either as equity awards or as liability 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 members' capital. As a liability award, the cost of employee services received in exchange for an award of equity instruments is generally measured based on the grant-date fair value of the award. The fair value of that award is remeasured subsequently at each reporting date through the settlement in accordance with ASC 505. Changes in the equity instrument's fair value during the requisite service period are recognized as compensation cost over that period. Under ASC 718, the grant-date fair value of share-based awards that do not require future service (i.e., vested awards) are expensed immediately. The grant-date fair value of share-based employee awards that require future service, and are graded-vesting awards, are amortized over the relevant service period on a straight-line basis, with each tranche separately measured. The grant-date fair value of share-based employee awards that require both future service and the achievement of Company performance-based conditions, are amortized over the relevant service period for the 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. Determining the appropriate fair value model and calculating the fair value of the share-based payment awards requires the input of highly subjective assumptions, including the expected life of the share-based payment awards and the stock price volatility. The Company uses the Black-Scholes pricing model to value some of its share-based awards. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the Company's consolidated statements of income. Net Income Per Share Basic net income 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 net income per share, the weighted-average number of the Company's shares reflects the dilutive effect that could occur if convertible securities were converted into or exercised for the Company's shares using the treasury stock method. 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 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 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. 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. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016‑13, Financial Instruments – Credit Losses. The ASU provides new guidance for estimating credit losses on certain types of financial instruments by introducing an approach based on expected losses. This ASU is effective in the fiscal year beginning January 1, 2020. The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017‑04, Intangibles – Goodwill and Other. The ASU simplifies the quantitative goodwill impairment test by eliminating the second step of the test. Under this ASU, impairment will be measured by comparing the estimated fair value of the reporting unit with its carrying value. The ASU is applicable for the Company in the fiscal year beginning January 1, 2021. The Company does not anticipate the adoption of this ASU to have a material impact on the Company's consolidated financial statements. |
Pushdown Accounting (Tradeweb M
Pushdown Accounting (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Pushdown Accounting | 3. Pushdown Accounting 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 on the date of the Refinitiv Transaction. The Company, as a consolidating subsidiary of Refinitiv, also accounted for the Refinitiv Transaction using pushdown accounting. Under pushdown accounting, the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company was recorded as goodwill. The Company has one year from the date of the Refinitiv Transaction to finalize these amounts. The adjusted valuations resulted in an increase in depreciation and amortization expense, due to the increased carrying value of the Company’s assets and the related increase in depreciation of tangible assets and amortization of intangible assets, and a decrease in occupancy expense as a result of the recognition of a leasehold interest liability. |
Leases (Tradeweb Markets LLC an
Leases (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Leases | 4. Leases Effective January 1, 2019, the Company adopted ASC 842. This standard requires the Company to recognize a right-of-use asset and a lease liability for all leases with an initial term in excess of twelve months. The Company accounts for an option to extend a lease when the option is reasonably certain to be exercised. The asset reflects the present value of unpaid lease payments coupled with initial direct costs, prepaid lease payments, and lease incentives. The amount of the lease liability is calculated as the present value of unpaid lease payments. The Company adopted ASC 842 using a modified retrospective approach and did not restate comparative periods. The Company elected to take the package of practical expedients allowing the Company to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. The Company has elected to account for nonlease components in a contract as part of the single lease component to which they are related. Significant assumptions and judgements in calculating the right-of-use assets and lease liability include the determination of the applicable borrowing rate for each lease. On January 1, 2019, upon the adoption of ASC 842, the Company recorded, for office space and data center leases in the US and UK, right-of-use assets of $34,760,000, lease liabilities of $39,635,000 and eliminated deferred rent of $4,875,000. The leases have initial lease terms ranging from 3 to 11 years. Activity related to the Company's leases for the three months ended March 31, 2019 is as follows (in thousands): Operating lease expense $ 2,589 Cash for amounts included in the measurement of operating liability 2,834 Right-of-use assets obtained in exchange for operating liabilities — At March 31, 2019, the weighted average borrowing rate and weighted average lease term are as follows: Weighted average borrowing rate 2.9 % Weighted average remaining lease term (years) 5.9 The following table presents the maturity of lease liabilities as of March 31, 2019 (in thousands): Remainder of 2019 $ 1,715 2020 1,953 2021 6,873 2022 — 2023 1,225 Thereafter 29,013 Total future minimum lease payments 40,779 Less imputed interest (3,469) Lease liability $ 37,310 At March 31, 2019, the future minimum lease payments are as follows (in thousands): Remainder of 2019 $ 8,511 2020 7,725 2021 5,380 2022 4,081 2023 3,907 Thereafter 11,175 $ 40,779 One US lease is secured by a letter of credit in the amount of $1,200,000, which is guaranteed by Refinitiv. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Intangible Assets and Goodwill | 5. Intangible Assets and Goodwill Intangible assets and goodwill relate to the allocation of purchase price associated with the Refinitiv Transaction (see note 3). The following is a summary of intangible assets which have an indefinite useful life at both March 31, 2019 and December 31, 2018 (in thousands): Licenses $ 168,800 Tradename 154,300 Total $ 323,100 Intangible assets that are subject to amortization, including the related accumulated amortization, are comprised as follows (in thousands): Successor Successor March 31, 2019 December 31, 2018 Amortization Accumulated Net Carrying Accumulated Net Carrying Period Cost Amortization Amount Cost Amortization Amount Customer relationships - Refinitiv Transaction 12 Years $ 928,200 $ (38,675) $ 889,525 $ 928,200 $ (19,338) $ 908,862 Content and data 7 Years 154,400 (11,029) 143,371 154,400 (5,514) 148,886 $ 1,082,600 $ (49,704) $ 1,032,896 $ 1,082,600 $ (24,852) $ 1,057,748 For the three months ended March 31, 2019 and 2018, amortization expense relating to intangible assets was $24,852,000 and $6,506,000, respectively. The estimated annual future amortization for existing intangibles assets through December 31, 2023 is as follows (in thousands): Remainder of 2019 $ 74,556 2020 99,408 2021 99,408 2022 99,408 2023 99,408 |
Deferred Revenue (Tradeweb Mark
Deferred Revenue (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Deferred Revenue | 6. Deferred Revenue The Company records deferred revenue when cash payments are received or due in advance of services to be performed. The recognized revenue and remaining balance is shown below (in thousands): Deferred revenue balance -December 31, 2018 $ 27,883 New billings 29,165 Revenue recognized (28,561) Deferred revenue balance - March 31, 2019 $ 28,487 |
Income Taxes (Tradeweb Markets
Income Taxes (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Income Taxes | 7. Income Taxes The provision for income taxes consists of the following (in thousands): Successor Predecessor Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 Current: Federal $ — $ — State and Local 1,487 856 Foreign 3,335 1,210 4,822 2,066 Deferred - Federal 704 299 Deferred - state and local 577 153 Deferred - foreign (1,320) — Total deferred (39) 452 Total $ 4,783 $ 2,518 The Company and certain of its subsidiaries are taxed as partnerships for U.S federal income tax purposes. The Company's effective tax rate was 10.1% and 5.3% for the three months ended March 31, 2019 and 2018, respectively. The Company's consolidated effective tax rate can vary from period to period depending on the geographic mix of its earnings and changes in tax legislation and tax rates. |
Shares (Tradeweb Markets LLC an
Shares (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Shares | 3. As of March 31, 2019, the Corporation was authorized to issue 1,000 shares of Common Stock, par value $0.01 per share. The Chief Executive Officer of TWM LLC was the sole shareholder of the Corporation and contributed $100 to the Corporation on November 7, 2018 to purchase 100 shares of common stock. Holders of common stock were entitled to one vote for each share of common stock held on all matters submitted to shareholders for vote, consent or approval. |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Shares | 8. Shares The Company's issued and vested shares as of both March 31, 2019 and December 31, 2018 are as follows: Class A Shares 146,333 Class C Shares 447 Class P(A) Shares 6,887 Class P(C) Shares 2 Class P-1(A) Shares 6,094 Class P-1(C) Shares 232 As described in note 18, on April 4, 2019, the LLC Agreement was amended and restated, pursuant to which, among other things, all of the outstanding Class A Shares, Class P(A) Shares, Class P-1(A) Shares, Class C Shares, Class P(C) Shares and Class P-1(C) Shares of the Company were exchanged for 222,222,197 LLC Interests. Each formerly outstanding Class A Share, Class P(A) Share, Class P-1(A) Share, Class C Share, Class P(C) Share and Class P-1(C) Share equally participated in the earnings of the Company. All of these shares could not be transferred without approval by the former Board of Managers of the Company, with the exception of transfers to certain related parties. Most of the Class A and Class P(A) Shareholders had the right to appoint the members of the former Board of Managers. The Class C Shareholders, Class P(C) Shareholders and Class P-1(C) Shareholders did not have the right to appoint members of the former Board of Managers. |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Share-Based Compensation Plans | 9. Share-Based Compensation Plans As of March 31, 2019, the Company maintained a share-based incentive plan (the “PRSU Plan”) which provided for the grant of performance-based restricted share units (“PRSUs”) to encourage employees of the Company to participate in the long-term success of the Company. PRSUs vest in the third plan year following the year of grant. The outstanding PRSUs vest on January 1, 2020, 2021 and 2022. The final number of the PRSUs received upon vesting is determined by a performance modifier, which is adjusted as a result of the financial performance of the Company. If an employee’s employment with the Company is terminated, subject to certain exceptions, all unvested PRSUs are forfeited. The following table reports the activity for equity-settled PRSUs of the Company: Weighted Average Number of Fair Value Successor PRSUs of PRSUs Outstanding at December 31, 2018 1,442.2 $ 30,472 Granted 554.3 31,563 Outstanding at March 31, 2019 1,996.5 $ 34,151 Subsequent to March 31, 2019, in connection with the reorganization transactions described in note 18, the Corporation’s board of directors adopted and assumed sponsorship of the Amended & Restated Tradeweb Markets Inc. PRSU Plan, including all awards previously granted under the predecessor plan of the Company. As a result, the equity-settled PRSUs outstanding at March 31, 2019, converted into equity-settled PRSUs of the Corporation represented by 2,770,334 shares of Class A common stock of the Corporation. Certain PRSUs are cash-settled and are accounted for as liability awards. The Company measures the cost of employee services received in exchange for the award based on the fair value of the Company and the value of accumulated dividend rights associated with each award. The fair value of that award is remeasured subsequently at each reporting date through to settlement. Changes in the award's fair value during the requisite service period is recognized as compensation cost over that period. The following table reports the activity for cash-settled PRSUs of the Company: Weighted Average Number of Fair Value Successor PRSUs of PRSUs Outstanding at December 31, 2018 522.5 $ 34,075 Exercised (507.2) 33,694 Outstanding at March 31, 2019 15.3 $ 51,334 In October 2018, the Company made a special award of options under an option plan (the “Option Plan”). Each option vests one half based solely on the passage of time and one half only if the Company achieves certain performance targets. The time vesting portion of the options has a graded vesting schedule with vesting dates of January 1, 2019, 2020, 2021 and 2022. In accounting for the options issued under the Option Plan, the Company measures and recognizes compensation expense for all awards based on their estimated fair values measured as of the grant date. These options are exercisable only any time following the closing of an initial public offering (“IPO”) or during a 15‑day period following a change in control of the Company. Costs related to these options will be recognized as an expense in the consolidated statements of income over the requisite service period, when exercisability is considered probable. Therefore expense will be recognized only upon the completion of an IPO or a change in control, over the vesting period, with an offsetting increase to members' capital. On April 8, 2019, as a result of the options becoming exercisable because of completion of the Corporation’s IPO, the Company recognized $18,883,000 of compensation expense related to these options. The fair value of the options was calculated at the date of grant using the Black-Scholes model. The significant assumptions used to estimate the fair value of the options as of grant date did not reflect changes that would have occurred to these assumptions as a result of the Corporation’s IPO. See note 18. The significant assumptions used to estimate the fair value of the options were as follows: Weighted Average Expected Life (years) 5.7 Weighted Average Risk Free Interest Rate 2.94 % Weighted Average Expected Volatility 20.0 % Weighted Average Expected Dividend Yield 4.01 % Share Price $ 25,692 Exercise Price $ 28,601 The following table reports the activity for options held by employees of the Company: Weighted Average Intrinsic Number of Fair Value Value Successor Options of Options (in thousands) Outstanding at December 31, 2018 13,025.8 $ 2,569 Granted 130.4 4,132 Forfeited (97.8) 4,159 Outstanding at March 31, 2019 13,058.4 $ 2,573 $ 74,421 Subsequent to March 31, 2019, in connection with the reorganization transactions described in note 18, the Corporation’s board of directors adopted and assumed sponsorship of the Amended and Restated Tradeweb Markets Inc. 2018 Share Option Plan, including all awards previously granted under the predecessor plan of the Company. As a result, the options outstanding at March 31, 2019 converted into 18,137,050 options of the Corporation with respect to shares of the Corporation’s Class A common stock. As of March 31, 2019, total unrecognized compensation cost related to non-vested share-based compensation arrangements and the expected recognition period are as follows: Cash-Settled Equity Settled PRSUs PRSUs Options Total unrecognized compensation cost $ 390,000 $ 36,199,000 $ 33,460,000 Weighted average recognition period 1.54 years 2.02 years 0.6 years Certain employees acquired or vested in Class C Shares, Class P(C) Shares and Class P‑1(C) Shares of the Company (collectively, the “Employee Shares”). The Employee Shares outstanding at March 31, 2019 and December 31, 2018 are as follows: Class C Class P(C) Class P-1(C) Shares Shares Shares 447 2 232 On April 4, 2019, as a result of the amendment to the LLC Agreement described in note 18, the Employee Shares outstanding at March 31, 2019 converted into 946,569 LLC Units. The Employee Shares were classified as mezzanine capital, as opposed to members’ capital, due to the right of employees to sell the shares back to the Company at fair value upon termination of employment. Employee Shares that have been outstanding for less than six months were included in employee equity compensation payable. At December 31, 2018, $6,727,000 of vested Class P-1(C) Shares were included in employee compensation payable with any changes in the value of the shares included in compensation cost on the consolidated statements of income. There were no vested Class P-1(C) Shares included in employee compensation payable at March 31, 2019. Changes in the fair value of the Employee Shares included in mezzanine capital were not recognized as compensation cost. For the three months ended March 31, 2019 and 2018, $4,878,000 and $5,946,000, respectively, has been expensed relating to PRSUs, options and shares and included in employee compensation and benefits in the consolidated statements of income. |
Related Party Transactions (Tra
Related Party Transactions (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Related Party Transactions | 10. Related Party Transactions The Company enters into transactions with affiliates of the Banks and Refinitiv. At March 31, 2019 and December 31, 2018, the following balances with such affiliates were included in the consolidated statements of financial condition in the following line items (in thousands): Successor Successor March 31, 2019 December 31, 2018 Cash and cash equivalents $ 246,416 $ 283,790 Receivables from brokers and dealers and clearing organizations 199 $ 3,332 Deposits with clearing organizations 500 500 Accounts receivable 46,947 40,730 Receivable from affiliates 3,026 3,243 Other assets — 9 Payable to brokers and dealers and clearing organizations — 2,404 Deferred revenue 8,556 9,151 Accounts payable, accrued expenses and other liabilities 387 — Payable to affiliates 6,050 5,009 The Company maintains a shared services agreement with Refinitiv (TR in the predecessor period). Under the terms of the agreement, Refinitiv provides the Company with certain real estate, payroll, benefits administration, insurance, content, financial reporting and tax support. For both the three months ended March 31, 2019 and 2018, the Company incurred shared services fees of $1,075,000 relating to this agreement. These fees are included in occupancy, technology and communications and general and administrative expenses in the consolidated statements of income. The Company maintains a market data license agreement with Refinitiv (TR in the predecessor period). Under the agreement, the Company delivers to Refinitiv certain market data feeds which Refinitiv redistributes to its customers. The Company earns license fees or royalties for these feeds. For the three months ended March 31, 2019 and 2018, the Company earned $13,616,000 and $12,237,000, respectively, of revenue under this agreement. The Company reimburses affiliates of Refinitv (TR in the predecessor period) for expenses paid on behalf of the Company for various services including salaries and bonuses, marketing, professional fees, communications, data costs and certain other administrative services. For the three months ended March 31, 2019 and 2018, the Company reimbursed such affiliates approximately $1,027,000 and $6,258,000, respectively, for these expenses. For the three months ended March 31, 2019 and 2018, the Company earned approximately $81,499,000 and $69,769,000, respectively, of transaction, subscription and other fees from affiliates of the Banks. For the three months ended March 31, 2019 and 2018, the Company earned $208,000 and $21,000, respectively, of interest income from money market funds invested with and savings accounts deposited with affiliates of the Banks. Interest rates earned on the money market and savings accounts are comparable to rates offered to third parties. During 2014, the Company issued Class A Shares and unvested Class P-1(A) Shares to some of the Banks as a result of a $120,000,000 capital contribution. In connection with this investment, employees invested $5,266,000 in the Company and were issued Class C Shares and unvested Class P-1(C) Shares. Certain Class P-1(A) Shares and Class P-1(C) Shares vested on July 31, 2018, based on a formula determined by the Company’s new credit platforms’ revenues and any remaining unvested Class P-1(A) Shares and Class P-1(C) Shares were cancelled and as a result no contingent consideration has been recognized related to these shares subsequent to that date. The Company recognized contingent consideration for the three months ended March 31, 2018 of $10,070,000 relating to these shares, which is included in net revenue on the consolidated statements of income. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments Certain financial instruments that are not carried at fair value on the consolidated statements of financial condition are carried at amounts that approximate fair value. These instruments include deposits with clearing organizations and accounts receivable. Following is a description of the fair value methodologies used for the Company's instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy: 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 Company has no instruments that are classified within level 2 or level 3 of the fair value hierarchy. The fair value measurements are as follows (in thousands): Quoted Prices in active Markets Significant Significant for Indentical Observable Unobservable Assets Inputs Inputs Successor (Level 1) (Level 2) (Level 3) Total As of March 31, 2019 Assets Money market funds $ 137,502 $ — $ — $ 137,502 $ 137,502 $ — $ — $ 137,502 As of December 31, 2018 Assets Money market funds $ 127,927 $ — $ — $ 127,927 $ 127,927 $ — $ — $ 127,927 |
Credit Risk (Tradeweb Markets L
Credit Risk (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Credit Risk | 12. Credit Risk The Company may be exposed to credit risk regarding its receivables, which are primarily receivables from financial institutions, including investment managers and broker/dealers. At March 31, 2019 and December 31, 2018 the Company established an allowance for doubtful accounts of $1,253,000 and $1,169,000, respectively, with regard to these receivables. 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 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. A substantial number of the Company's transactions are collateralized and executed with, and on behalf of, a limited number of brokers and 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. |
Commitments and Contingencies (
Commitments and Contingencies (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Commitments and Contingencies | 13. 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 dozens of financial institutions, in antitrust class actions (consolidated into two actions) relating to trading practices in United States Treasury securities auctions and, separately, interest rate swaps. The Company was dismissed from the interest rate swaps matter and believes it has substantial defenses to the other plaintiff's claims and intends to defend itself vigorously. The Company is a co-defendant in a matter relating to the distribution of financial strength ratings over the Company's trading platform to one of its customers. The matter alleges that while certain business units of the client were licensed to receive the data via the Company's platform, the data was also distributed without authorization to certain end clients of the customer. The plaintiff claims to have suffered approximately $80,000,000 in damages and also seeks punitive damages, attorneys' fees and costs. The Company intends to continue to vigorously defend what the Company believes to be meritless and excessive claims. 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. |
Net Income Per Share (Tradeweb
Net Income Per Share (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Net Income Per Share | 14. Net Income Per Share On April 4, 2019, the LLC Agreement was amended and restated to, among other things, (i) provide for LLC Interests and (ii) exchange all of the existing membership interests of the Company’s existing equityholders for LLC Interests. See note 18. For purposes of calculating net income per share on the consolidated statements of income, the number of outstanding shares has been adjusted retroactively for all periods presented to reflect the above-mentioned amendment and resulting recapitalization. The following table sets forth the computation of basic and diluted net income per share: Successor Predecessor Three Months Three Months Ended Ended March 31, 2019 March 31, 2018 Net Income (in thousands) $ 42,352 $ 45,308 Basic Weighted Average Shares Outstanding 222,222,197 213,435,321 Dilutive Effect of equity settled PRSUs 1,098,260 — Diluted Weighted Average Shares Outstanding 223,320,457 213,435,321 Basic Net Income Per Share $ 0.19 $ 0.21 Diluted Net Income Per Share $ 0.19 $ 0.21 Shares from the contingent consideration payable totaling 5,519,568 for three months ended March 31, 2018 were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive. |
Regulatory Capital Requirements
Regulatory Capital Requirements (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Regulatory Capital Requirements | 15. Regulatory Capital Requirements TWL, DW and TWD are subject to the Uniform Net Capital Rule 15c3‑1 under the Securities Exchange Act of 1934. TEL is 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 March 31, 2019 and December 31, 2018, the regulatory capital requirements and regulatory capital for TWL, DW, TWD, TEL, TWJ and TWEU were as follows (in thousands): As of March 31, 2019 TWL DW TWD TEL TWJ TWEU Regulatory Capital $ 13,981 $ 39,711 $ 26,695 $ 46,537 $ 10,532 $ 4,034 Regulatory Capital Requirement 1,398 1,133 311 17,515 3,804 4,034 Excess Regulatory Capital $ 12,583 $ 38,578 $ 26,384 $ 29,022 $ 6,728 $ — As of December 31, 2018 TWL DW TWD TEL TWJ Regulatory Capital $ 18,986 $ 41,164 $ 24,042 $ 46,157 $ 10,592 Regulatory Capital Requirement 2,698 1,803 599 17,493 3,413 Excess Regulatory Capital $ 16,288 $ 39,361 $ 23,443 $ 28,664 $ 7,179 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 March 31, 2019 and December 31, 2018 are as follows (in thousands): As of March 31, 2019 As of December 31, 2018 TW SEF DW SEF TW SEF DW SEF Financial Resources $ 28,912 $ 18,524 $ 31,232 $ 17,837 Required Financial Resources 10,500 5,440 10,500 5,169 Excess Financial Resources $ 18,412 $ 13,084 $ 20,732 $ 12,668 Liquid Financial Assets $ 15,929 $ 12,517 $ 16,662 $ 11,888 Required Liquid Financial Assets 5,250 2,720 5,250 2,585 Excess Liquid Financial Assets $ 10,679 $ 9,797 $ 11,412 $ 9,303 |
Employee Savings Plan (Tradeweb
Employee Savings Plan (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Employee Savings Plan | 16. Employees Savings Plan The Company sponsors a 401(k) savings plan for its US employees. Employees may voluntarily contribute up to 75% of their annual compensation, including bonus. The Company matches 100% of the employee's contribution, up to 4% of their annual compensation, not to exceed the maximum tax deferred amount, which vests immediately. Company's expense for matching contributions for these plans was $2,436,000 and $2,136,000 for the three months ended March 31, 2019 and 2018, respectively. The Company has deferred compensation plans for its International employees. Employer contributions to the plans were $425,000 and $398,000 for the three months ended March 31, 2019 and 2018, respectively. |
Business Segment and Geographic
Business Segment and Geographic Information (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Business Segment and Geographic Information | 17. 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 pricing and post-trade processing 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 (in thousands): Successor Predecessor Three Months Three Months Ended Ended March 31, 2019 March 31, 2018 Net revenue: Institutional $ 109,252 $ 102,320 Wholesale 39,431 32,595 Retail 21,206 19,036 Market Data 16,903 15,552 Contingent consideration — (10,070) Net revenue 186,792 159,433 Operating expenses 140,515 112,078 Operating income $ 46,277 $ 47,355 The Company operates in the U.S. and internationally, primarily in Europe and Asia. 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. Information regarding revenue for the three months ended March 31, 2019 and 2018 and long-lived assets as of March 31, 2019 and December 31, 2018 is as follows (in thousands): Successor Predecessor Three Months Three Months Ended Ended March 31, 2019 March 31, 2018 Net Revenue: U.S. $ 119,397 $ 107,782 International 67,395 61,721 Gross revenue 186,792 169,503 Contingent consideration — (10,070) Total $ 186,792 $ 159,433 March 31, 2019 December 31, 2018 Long-lived assets U.S. $ 4,277,698 $ 4,276,568 International 14,237 7,787 Total $ 4,291,935 $ 4,284,355 |
Subsequent Events (Tradeweb Mar
Subsequent Events (Tradeweb Markets LLC and Subsidiaries) | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Subsequent Events | 4. As noted above, on April 8, 2019, the Corporation closed an IPO of 46,000,000 shares of Class A common stock at a public offering price of $27.00, which includes 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 $1,161,270,000 in net proceeds, after deducting underwriting discounts and commissions but before deducting offering expenses, which were used to purchase membership interests of TWM LLC from certain of the Bank Stockholders (as defined below) (and cancel the corresponding shares of common stock), at a purchase price per interest equal to the public offering price of $27.00, less the underwriting discounts and commissions payable thereon. Prior to the closing of the IPO, a series of reorganization transactions (the “Reorganization Transactions”) was completed among the Corporation, TWM LLC and the following parties: · The Owners of TWM LLC prior to the Reorganization Transactions, including an indirect subsidiary (the “Refinitiv LLC Owner”) of Refinitiv Holdings Limited (“Refinitiv”), certain investment and commercial banks (collectively, the “Bank Stockholders”) and members of management, that continued to own LLC Interests (as defined below) immediately prior to the closing of the IPO and who received shares of the Corporation’s Class C common stock, shares of the Corporation’s Class D common stock or a combination of both, as the case may be (collectively, the “Continuing LLC Owners”); and · An indirect subsidiary (the “Refinitiv Direct Owner” and, together with the Refinitiv LLC Owner, the “Refinitiv Owners”) of Refinitiv that owned interests in an entity that held membership interests of TWM LLC prior to the Reorganization Transactions and contributed such entity to the Corporation (the “Refinitiv Contribution”). The following Reorganization Transactions occurred: · 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 (“LLC Interests”), (ii) exchange all of the existing membership interests of TWM LLC’s existing equityholders for LLC Interests and (iii) appoint the Corporation as the sole manager of TWM LLC. The TWM LLC Agreement also 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; · The Corporation’s certificate of incorporation was amended and restated to, among other things, provide for Class A common stock, Class B common stock, Class C common stock and Class D common stock. 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 $ Yes Class B common stock $ Yes Class C common stock $ No Class D common stock $ 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. 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). · The Corporation assumed sponsorship of an option plan and PRSU plan formerly sponsored by TWM LLC. Accordingly, all options and PRSUs granted under such plans were converted into economically equivalent awards of the Corporation with respect to shares of the Corporation’s Class A common stock; · The Corporation’s board of directors adopted a new omnibus equity incentive plan, under which equity awards may be made in respect of shares of the Corporation’s Class A common stock; · The Corporation issued 20,000,000 shares of Class C common stock and 105,289,005 shares of Class D common stock to the Continuing LLC Owners, 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 canceled 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). LLC Interests are redeemable, 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). The Corporation’s board of directors, which includes directors who hold LLC Interests or are affiliated with holders of LLC Interests and may include such directors in the future, may, at its option, instead of the foregoing redemptions 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 (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the TWM LLC Agreement. Holders of Class D common stock may also 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; · As a result of the Refinitiv Contribution, the Corporation received 96,933,192 LLC Interests and the Refinitiv Direct Owner received 96,933,192 shares of Class B common stock. The Refinitiv Direct Owner and other future holders of Class B common stock may from time to time exchange all or a portion of their shares of the Corporation’s 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); and · The Corporation entered into a Tax Receivable Agreement with TWM LLC and the Continuing LLC Owners that 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 using the net proceeds of the IPO or any future offering 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. Following the completion of the Reorganization Transactions, including the IPO and the application of the proceeds therefrom as described above, the Corporation owns 64.3% of TWM LLC. The Continuing LLC Owners that continue to own LLC Interests own the remaining 35.7% of TWM LLC. On May 8, 2019, the Corporation's board of directors declared a cash dividend of $0.08 per share of Class A common stock and Class B common stock for the second quarter of 2019. This dividend will be payable on June 15, 2019 to stockholders of record as of June 1, 2019. There were no other subsequent events requiring adjustment to the financial statements or disclosure. |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Subsequent Events | 18. Subsequent Events On April 3, 2019, the Company paid a $100 million distribution to the then current owners of the Company (the “Original LLC Owners”). Prior to the closing of the Corporation’s IPO on April 8, 2019, the Corporation, the Company and the Original LLC Owners, including those Original LLC Owners that continued to own LLC Interests immediately prior to the closing of the IPO and who received shares of the Corporation’s common stock (collectively, the “Continuing LLC Owners”), completed a series of reorganization transactions (the “Reorganization Transactions”). On April 4, 2019, in connection with the IPO and the Reorganization Transactions, the LLC Agreement was amended and restated to, among other things, (i) provide for LLC Interests, a new single class of common membership interests in the Company; (ii) exchange all of the existing membership interests of the Company’s existing equityholders for LLC Interests; and (iii) appoint the Corporation as the sole manager of the Company. As the sole manager of the Company, the Corporation operates and controls all of the business and affairs of the Company and, through the Company and its subsidiaries, conducts the Corporation’s business. As a result of this control, and because, following the completion of the Reorganization Transactions, including the IPO and the application of the proceeds therefrom, the Corporation owns 64.3% of the LLC Interests, the Corporation will consolidate the financial results of the Company and report a non-controlling interest in the Corporation’s consolidated financial statements. The LLC Agreement also requires that the Company at all times maintain (i) a one-to one ratio between the number of shares of the 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 are redeemable, 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). The Corporation’s board of directors, which includes directors who hold LLC Interests or are affiliated with holders of LLC Interests and may include such directors in the future, may, at its option, instead of the foregoing redemptions 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 (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the LLC Agreement. In addition, the Corporation assumed sponsorship of the Option Plan and the PRSU Plan formerly sponsored by the Company. Accordingly, all options and PRSUs granted under such plans were converted into economically equivalent awards of the Corporation with respect to shares of the Corporation’s Class A common stock. On April 8, 2019, the Company entered into a $500 million senior secured revolving credit facility with a five-year term, which includes borrowing capacity available for letters of credit and swingline loans. On May 8, 2019, the Company declared a cash distribution of $33,378,019 for the second quarter of 2019. This distribution was paid on May 15, 2019 on a pro rata basis to the equityholders of the Company as of May 9, 2019, including the Corporation, for the purpose of funding the Corporation’s cash dividend of $0.08 per share of Class A common stock and Class B common stock payable on June 15, 2019 and to fund the tax liabilities on the equityholders’ allocable share of taxable income from the Company. There were no other subsequent events requiring adjustment to the consolidated financial statements or disclosure. |
Significant Accounting Polici_2
Significant Accounting Policies (Tradeweb Markets LLC and Subsidiaries) (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Basis of Accounting | Basis of Accounting The statements of financial condition are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity and cash flows have not been presented in the financial statements because, as of March 31, 2019, there have been no activities in this entity other than the initial capitalization. |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Basis of Accounting | Basis of Accounting The consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States of America. All adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented, are normal and recurring in nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Recapitalization | Recapitalization As discussed in note 18, on April 4, 2019, the Company's limited liability company agreement ("LLC Agreement") was amended and restated to, among other things, (i)provide for a new single class of common membership interests in the Company ("LLC Interests") and (ii) exchange all of the existing membership interests of the Company's existing equityholders for LLC Interests. For purposes of calculating net income per share on the consolidated statements of income, the number of outstanding shares have been adjusted retroactively for all periods to reflect the above-mentioned amendment and resulting recapitalization. Other share amounts and related disclosures in the notes to the consolidated financial statements reflect the share classes and amounts prior to the recapitalization unless otherwise indicated. |
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 of less than three months. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company continually monitors collections and payments from its clients and maintains an allowance for doubtful accounts. The allowance for doubtful accounts is based upon the historical collection experience and specific collection issues that have been identified. Additions, if any, to the allowance for doubtful accounts are charged to bad debt expense, which is included in general and administrative expenses on the consolidated statements of income. |
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, including the allocated fair value of assets as a result of pushdown accounting (see note 3), is computed on a straight-line basis over the estimated useful lives of the related assets, ranging from three to seven years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the leasehold improvements or the remaining term of the lease for office space. |
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, in accordance with Accounting Standards Codification (“ASC”) 350. 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. Once the product is ready for its intended use, such costs are amortized on a straight-line basis over three years. Costs capitalized as part of the pushdown accounting allocation (see note 3) 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. |
Intangible Assets | Intangible Assets Intangible assets with a finite life are amortized over the estimated lives in accordance with ASC 350. Intangible assets subject to amortization are tested for impairment whenever events or changes in circumstances suggest that an asset's or asset group's carrying value may not be fully recoverable in accordance with ASC 360. Intangible assets with an indefinite useful life are tested for impairment at least annually. An impairment loss is recognized if the sum of the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding fair value. Intangible assets are amortized over their estimated useful lives of seven to sixteen years. |
Goodwill | Goodwill Goodwill is the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company under pushdown accounting. Goodwill is also the cost of acquired companies in excess of the fair value of identifiable net assets at acquisition date. Goodwill is not amortized, but in accordance with ASC 350, goodwill is tested for impairment annually and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. In 2019, the Company changed the annual date on which goodwill is tested for impairment from July 1 st to October 1 st to align with the annual impairment testing date of the Company’s Parent. This change did not accelerate, delay, avoid or cause an impairment charge, nor does this change result in adjustments to the Company’s previously issued financial statements. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. 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. |
Deferred IPO costs | Deferred IPO Costs In 2018 the Company began incurring costs in connection with the filing of a Registration Statement on Form S-1, which are deferred in other assets in accordance with ASC 505-10-25 in the consolidated statements of financial condition. Initial public offering (“IPO”) costs consist of legal, accounting, and other costs directly related to the Company’s efforts to raise capital through an IPO. These deferred costs were offset against proceeds received from the offering which closed on April 8, 2019 and will be reclassified to additional paid-in capital on the consolidated statements of financial condition. See note 18. |
Translation of Foreign Currency | Translation of Foreign Currency 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. 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 comprehensive income. |
Income Tax | Income Tax The Company is a multiple member limited liability company which is taxed as a partnership. No federal income tax provision is required on the earnings of the Company as it is a partnership, and therefore the tax effects of its activities accrue directly to its partners. As a partnership, the Company and certain subsidiaries are subject to unincorporated business taxes on income earned, or losses incurred, by conducting business in certain state and local jurisdictions and income taxes in foreign jurisdictions on certain of their operations. Additionally, TWIDB and its subsidiary DW are C Corporations and therefore incur corporate federal, state and local income tax expense. Income taxes are accounted for in accordance with ASC 740. The Company recorded 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. Based on the weight of the positive and negative evidence considered, management believes that it is more likely than not that the Company will be able to realize its deferred tax assets in the future, therefore, no valuation allowance is necessary. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) 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 (2) 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 GILTI provision as a current period expense when incurred. |
Revenue Recognition | Revenue Recognition The Company earns transaction fees from transactions executed on the Company’s trading platforms through various fee plans. Transaction fees are generated both on a variable and fixed price basis and vary by geographic region, product type and trade size. For variable transaction fees, the Company charges clients fees based on the mix of products traded and the volume of transactions executed. Transaction fee revenue is recorded at a point in time when the trade occurs and is generally billed monthly. The Company earns subscription fees from granting access to institutional investors to the Company's electronic marketplaces. Subscription fees are recognized into income in the period that access is provided on a monthly basis. Also included in subscription fees on the consolidated statements of income are viewer fees earned monthly from institutional investors accessing fixed income market data. The frequency of subscription fee billings varies from monthly until 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 has been met. 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. Securities transactions and related commission income for brokerage transactions are recorded on a trade-date basis. This income is received by the Company when the transactions settle or is billed monthly. The Company earns fees from Refinitiv, formerly TR in the predecessor periods, 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 in the period that the data is provided, generally on a monthly basis and historical data sets which are recognized when the historical data set is provided to Refinitiv. On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the measurement or recognition of revenue in any prior reporting periods. However, subsequent to the adoption, the Company was required to make significant judgements for the Refinitiv market data fees. Significant judgements used in accounting for this contract include: · 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 commission and transaction fees 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, in thousands, for the three months ended March 31, 2019 and 2018 is as follows: Successor Predecessor Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 (in thousands) (in thousands) Variable Fixed Variable Fixed Revenues Transaction fees $ 78,915 $ 23,725 $ 69,637 $ 20,502 Subscription Fees including Refinitiv market data fees 455 47,606 475 48,088 Commissions 24,310 9,887 17,780 10,103 Other 303 1,591 12 2,906 Gross revenues $ 103,983 $ 82,809 $ 87,904 $ 81,599 |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718. ASC 718 focuses primarily on accounting for a transaction in which an entity obtains employee services in exchange for share-based payments. Under ASC 718, the share-based payments received by the employees of the Company are accounted for either as equity awards or as liability 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 members' capital. As a liability award, the cost of employee services received in exchange for an award of equity instruments is generally measured based on the grant-date fair value of the award. The fair value of that award is remeasured subsequently at each reporting date through the settlement in accordance with ASC 505. Changes in the equity instrument's fair value during the requisite service period are recognized as compensation cost over that period. Under ASC 718, the grant-date fair value of share-based awards that do not require future service (i.e., vested awards) are expensed immediately. The grant-date fair value of share-based employee awards that require future service, and are graded-vesting awards, are amortized over the relevant service period on a straight-line basis, with each tranche separately measured. The grant-date fair value of share-based employee awards that require both future service and the achievement of Company performance-based conditions, are amortized over the relevant service period for the 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. Determining the appropriate fair value model and calculating the fair value of the share-based payment awards requires the input of highly subjective assumptions, including the expected life of the share-based payment awards and the stock price volatility. The Company uses the Black-Scholes pricing model to value some of its share-based awards. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the Company's consolidated statements of income. |
Net Income Per Share | Net Income Per Share Basic net income 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 net income per share, the weighted-average number of the Company's shares reflects the dilutive effect that could occur if convertible securities were converted into or exercised for the Company's shares using the treasury stock method. |
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 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 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. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016‑13, Financial Instruments – Credit Losses. The ASU provides new guidance for estimating credit losses on certain types of financial instruments by introducing an approach based on expected losses. This ASU is effective in the fiscal year beginning January 1, 2020. The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017‑04, Intangibles – Goodwill and Other. The ASU simplifies the quantitative goodwill impairment test by eliminating the second step of the test. Under this ASU, impairment will be measured by comparing the estimated fair value of the reporting unit with its carrying value. The ASU is applicable for the Company in the fiscal year beginning January 1, 2021. The Company does not anticipate the adoption of this ASU to have a material impact on the Company's consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Breakdown of revenues between fixed and variable revenues | The breakdown of revenues between fixed and variable revenues, in thousands, for the three months ended March 31, 2019 and 2018 is as follows: Successor Predecessor Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 (in thousands) (in thousands) Variable Fixed Variable Fixed Revenues Transaction fees $ 78,915 $ 23,725 $ 69,637 $ 20,502 Subscription Fees including Refinitiv market data fees 455 47,606 475 48,088 Commissions 24,310 9,887 17,780 10,103 Other 303 1,591 12 2,906 Gross revenues $ 103,983 $ 82,809 $ 87,904 $ 81,599 |
Leases (Tradeweb Markets LLC _2
Leases (Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Activity related to the company's leases | Activity related to the Company's leases for the three months ended March 31, 2019 is as follows (in thousands): Operating lease expense $ 2,589 Cash for amounts included in the measurement of operating liability 2,834 Right-of-use assets obtained in exchange for operating liabilities — At March 31, 2019, the weighted average borrowing rate and weighted average lease term are as follows: Weighted average borrowing rate 2.9 % Weighted average remaining lease term (years) 5.9 |
Schedule of maturity of lease liabilities and future minimum lease payments | The following table presents the maturity of lease liabilities as of March 31, 2019 (in thousands): Remainder of 2019 $ 1,715 2020 1,953 2021 6,873 2022 — 2023 1,225 Thereafter 29,013 Total future minimum lease payments 40,779 Less imputed interest (3,469) Lease liability $ 37,310 At March 31, 2019, the future minimum lease payments are as follows (in thousands): Remainder of 2019 $ 8,511 2020 7,725 2021 5,380 2022 4,081 2023 3,907 Thereafter 11,175 $ 40,779 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Tradeweb Markets LLC and Subsidiaries) (Tables) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Summary of intangible assets which have an indefinite useful life | The following is a summary of intangible assets which have an indefinite useful life at both March 31, 2019 and December 31, 2018 (in thousands): Licenses $ 168,800 Tradename 154,300 Total $ 323,100 |
Intangible assets that are subject to amortization | Intangible assets that are subject to amortization, including the related accumulated amortization, are comprised as follows (in thousands): Successor Successor March 31, 2019 December 31, 2018 Amortization Accumulated Net Carrying Accumulated Net Carrying Period Cost Amortization Amount Cost Amortization Amount Customer relationships - Refinitiv Transaction 12 Years $ 928,200 $ (38,675) $ 889,525 $ 928,200 $ (19,338) $ 908,862 Content and data 7 Years 154,400 (11,029) 143,371 154,400 (5,514) 148,886 $ 1,082,600 $ (49,704) $ 1,032,896 $ 1,082,600 $ (24,852) $ 1,057,748 |
Estimated annual future amortization for existing intangible assets | The estimated annual future amortization for existing intangibles assets through December 31, 2023 is as follows (in thousands): Remainder of 2019 $ 74,556 2020 99,408 2021 99,408 2022 99,408 2023 99,408 |
Deferred Revenue (Tradeweb Ma_2
Deferred Revenue (Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Schedule of recognized revenue and remaining deferred revenue balance | The recognized revenue and remaining balance is shown below (in thousands): Deferred revenue balance -December 31, 2018 $ 27,883 New billings 29,165 Revenue recognized (28,561) Deferred revenue balance - March 31, 2019 $ 28,487 |
Income Taxes (Tradeweb Market_2
Income Taxes (Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Components of provision for income taxes | The provision for income taxes consists of the following (in thousands): Successor Predecessor Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 Current: Federal $ — $ — State and Local 1,487 856 Foreign 3,335 1,210 4,822 2,066 Deferred - Federal 704 299 Deferred - state and local 577 153 Deferred - foreign (1,320) — Total deferred (39) 452 Total $ 4,783 $ 2,518 |
Shares (Tradeweb Markets LLC _2
Shares (Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Schedule of issued and vested shares | The Company's issued and vested shares as of both March 31, 2019 and December 31, 2018 are as follows: Class A Shares 146,333 Class C Shares 447 Class P(A) Shares 6,887 Class P(C) Shares 2 Class P-1(A) Shares 6,094 Class P-1(C) Shares 232 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Tradeweb Markets LLC and Subsidiaries) (Tables) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Schedule of equity-settled PRSUs issued | Weighted Average Number of Fair Value Successor PRSUs of PRSUs Outstanding at December 31, 2018 1,442.2 $ 30,472 Granted 554.3 31,563 Outstanding at March 31, 2019 1,996.5 $ 34,151 |
Schedule of cash-settled PRSUs issued | Weighted Average Number of Fair Value Successor PRSUs of PRSUs Outstanding at December 31, 2018 522.5 $ 34,075 Exercised (507.2) 33,694 Outstanding at March 31, 2019 15.3 $ 51,334 |
Schedule of significant assumptions used to estimate the fair value of the options | Weighted Average Expected Life (years) 5.7 Weighted Average Risk Free Interest Rate 2.94 % Weighted Average Expected Volatility 20.0 % Weighted Average Expected Dividend Yield 4.01 % Share Price $ 25,692 Exercise Price $ 28,601 |
Schedule of activity for options issued | Weighted Average Intrinsic Number of Fair Value Value Successor Options of Options (in thousands) Outstanding at December 31, 2018 13,025.8 $ 2,569 Granted 130.4 4,132 Forfeited (97.8) 4,159 Outstanding at March 31, 2019 13,058.4 $ 2,573 $ 74,421 |
Schedule of unrecognized compensation cost | As of March 31, 2019, total unrecognized compensation cost related to non-vested share-based compensation arrangements and the expected recognition period are as follows: Cash-Settled Equity Settled PRSUs PRSUs Options Total unrecognized compensation cost $ 390,000 $ 36,199,000 $ 33,460,000 Weighted average recognition period 1.54 years 2.02 years 0.6 years |
Schedule of Employee Shares | The Employee Shares outstanding at March 31, 2019 and December 31, 2018 are as follows: Class C Class P(C) Class P-1(C) Shares Shares Shares 447 2 232 |
Related Party Transactions (T_2
Related Party Transactions (Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Schedule of balances from transactions with affiliates included in the consolidated statements | At March 31, 2019 and December 31, 2018, the following balances with such affiliates were included in the consolidated statements of financial condition in the following line items (in thousands): Successor Successor March 31, 2019 December 31, 2018 Cash and cash equivalents $ 246,416 $ 283,790 Receivables from brokers and dealers and clearing organizations 199 $ 3,332 Deposits with clearing organizations 500 500 Accounts receivable 46,947 40,730 Receivable from affiliates 3,026 3,243 Other assets — 9 Payable to brokers and dealers and clearing organizations — 2,404 Deferred revenue 8,556 9,151 Accounts payable, accrued expenses and other liabilities 387 — Payable to affiliates 6,050 5,009 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Schedule of fair value measurements | The fair value measurements are as follows (in thousands): Quoted Prices in active Markets Significant Significant for Indentical Observable Unobservable Assets Inputs Inputs Successor (Level 1) (Level 2) (Level 3) Total As of March 31, 2019 Assets Money market funds $ 137,502 $ — $ — $ 137,502 $ 137,502 $ — $ — $ 137,502 As of December 31, 2018 Assets Money market funds $ 127,927 $ — $ — $ 127,927 $ 127,927 $ — $ — $ 127,927 |
Net Income Per Share(Tradeweb M
Net Income Per Share(Tradeweb Markets LLC and Subsidiaries) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tradeweb Markets LLC | |
Entity Information [Line Items] | |
Net Income Per Share | Successor Predecessor Three Months Three Months Ended Ended March 31, 2019 March 31, 2018 Net Income (in thousands) $ 42,352 $ 45,308 Basic Weighted Average Shares Outstanding 222,222,197 213,435,321 Dilutive Effect of equity settled PRSUs 1,098,260 — Diluted Weighted Average Shares Outstanding 223,320,457 213,435,321 Basic Net Income Per Share $ 0.19 $ 0.21 Diluted Net Income Per Share $ 0.19 $ 0.21 |
Regulatory Capital Requiremen_2
Regulatory Capital Requirements (Tradeweb Markets LLC and Subsidiaries) (Tables) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Schedule of regulatory capital requirements | At March 31, 2019 and December 31, 2018, the regulatory capital requirements and regulatory capital for TWL, DW, TWD, TEL, TWJ and TWEU were as follows (in thousands): As of March 31, 2019 TWL DW TWD TEL TWJ TWEU Regulatory Capital $ 13,981 $ 39,711 $ 26,695 $ 46,537 $ 10,532 $ 4,034 Regulatory Capital Requirement 1,398 1,133 311 17,515 3,804 4,034 Excess Regulatory Capital $ 12,583 $ 38,578 $ 26,384 $ 29,022 $ 6,728 $ — As of December 31, 2018 TWL DW TWD TEL TWJ Regulatory Capital $ 18,986 $ 41,164 $ 24,042 $ 46,157 $ 10,592 Regulatory Capital Requirement 2,698 1,803 599 17,493 3,413 Excess Regulatory Capital $ 16,288 $ 39,361 $ 23,443 $ 28,664 $ 7,179 |
Schedule of financial resources and liquid financial resources | The required and maintained financial resources and liquid financial assets at March 31, 2019 and December 31, 2018 are as follows (in thousands): As of March 31, 2019 As of December 31, 2018 TW SEF DW SEF TW SEF DW SEF Financial Resources $ 28,912 $ 18,524 $ 31,232 $ 17,837 Required Financial Resources 10,500 5,440 10,500 5,169 Excess Financial Resources $ 18,412 $ 13,084 $ 20,732 $ 12,668 Liquid Financial Assets $ 15,929 $ 12,517 $ 16,662 $ 11,888 Required Liquid Financial Assets 5,250 2,720 5,250 2,585 Excess Liquid Financial Assets $ 10,679 $ 9,797 $ 11,412 $ 9,303 |
Business Segment and Geograph_2
Business Segment and Geographic Information (Tradeweb Markets LLC and Subsidiaries) (Tables) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Schedule of information regarding revenue by client sector | Information regarding revenue by client sector is as follows (in thousands): Successor Predecessor Three Months Three Months Ended Ended March 31, 2019 March 31, 2018 Net revenue: Institutional $ 109,252 $ 102,320 Wholesale 39,431 32,595 Retail 21,206 19,036 Market Data 16,903 15,552 Contingent consideration — (10,070) Net revenue 186,792 159,433 Operating expenses 140,515 112,078 Operating income $ 46,277 $ 47,355 |
Schedule of revenue and long-lived assets by geographic location | Information regarding revenue for the three months ended March 31, 2019 and 2018 and long-lived assets as of March 31, 2019 and December 31, 2018 is as follows (in thousands): Successor Predecessor Three Months Three Months Ended Ended March 31, 2019 March 31, 2018 Net Revenue: U.S. $ 119,397 $ 107,782 International 67,395 61,721 Gross revenue 186,792 169,503 Contingent consideration — (10,070) Total $ 186,792 $ 159,433 March 31, 2019 December 31, 2018 Long-lived assets U.S. $ 4,277,698 $ 4,276,568 International 14,237 7,787 Total $ 4,291,935 $ 4,284,355 |
Significant Accounting Polici_4
Significant Accounting Policies - Useful Lives of Assets (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019 | |
Furniture, Equipment, Purchased Software and Leasehold Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture, Equipment, Purchased Software and Leasehold Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Software Development Costs | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Amortization of pushdown accounting allocation | 9 years |
Significant Accounting Polici_5
Significant Accounting Policies - Useful Lives of Intangible Assets (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of intangible assets | 7 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of intangible assets | 16 years |
Significant Accounting Polici_6
Significant Accounting Policies - Breakdown of Revenues Between Fixed and Variable (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | $ 186,792 | |
Successor | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 103,983 | |
Successor | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 82,809 | |
Successor | Transaction Fee Revenue | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 102,640 | |
Successor | Transaction Fee Revenue | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 78,915 | |
Successor | Transaction Fee Revenue | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 23,725 | |
Successor | Subscription Fees including Refinitiv market data | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 455 | |
Successor | Subscription Fees including Refinitiv market data | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 47,606 | |
Successor | Commissions Revenue | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 34,197 | |
Successor | Commissions Revenue | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 24,310 | |
Successor | Commissions Revenue | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 9,887 | |
Successor | Other | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 1,894 | |
Successor | Other | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 303 | |
Successor | Other | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | $ 1,591 | |
Predecessor | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | $ 169,503 | |
Predecessor | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 87,904 | |
Predecessor | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 81,599 | |
Predecessor | Transaction Fee Revenue | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 90,139 | |
Predecessor | Transaction Fee Revenue | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 69,637 | |
Predecessor | Transaction Fee Revenue | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 20,502 | |
Predecessor | Subscription Fees including Refinitiv market data | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 475 | |
Predecessor | Subscription Fees including Refinitiv market data | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 48,088 | |
Predecessor | Commissions Revenue | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 27,883 | |
Predecessor | Commissions Revenue | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 17,780 | |
Predecessor | Commissions Revenue | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 10,103 | |
Predecessor | Other | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 2,918 | |
Predecessor | Other | Variable | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | 12 | |
Predecessor | Other | Fixed | ||
Disaggregation of Revenue [Abstract] | ||
Gross revenues | $ 2,906 |
Leases (Tradeweb Markets LLC _3
Leases (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Package of practical expedients | true | |
Lease liability | $ 37,310 | |
Activity related to the Company's leases | ||
Operating lease expense | 2,589 | |
Cash for amounts included in the measurement of operating liability | 2,834 | |
Right of use assets obtained in exchange for operating liabilities | $ 0 | |
Weighted average borrowing rate | 2.90% | |
Weighted average remaining lease term (years) | 5 years 10 months 24 days | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Initial term of lease | 3 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Initial term of lease | 11 years | |
ASC 842 | Adjustment recorded upon adoption | ||
Lessee, Lease, Description [Line Items] | ||
Right-to-use assets | $ 34,760,000 | |
Lease liability | 39,635,000 | |
Deferred rent | $ 4,875,000 |
Leases (Tradeweb Markets LLC _4
Leases (Tradeweb Markets LLC and Subsidiaries) - Maturity of Lease Liabilities and Future Minimum Lease Payments (Details) - Tradeweb Markets LLC $ in Thousands | Mar. 31, 2019USD ($) |
Maturity of lease liabilities | |
Remainder of 2019 | $ 1,715 |
2020 | 1,953 |
2021 | 6,873 |
2023 | 1,225 |
Thereafter | 29,013 |
Total future minimum lease payments | 40,779 |
Less imputed interest | (3,469) |
Lease liability | 37,310 |
future minimum lease payments | |
Remainder of 2019 | 8,511 |
2020 | 7,725 |
2021 | 5,380 |
2022 | 4,081 |
2023 | 3,907 |
Thereafter | 11,175 |
Total future minimum lease payments | $ 40,779 |
Leases (Tradeweb Markets LLC _5
Leases (Tradeweb Markets LLC and Subsidiaries) - Guaranteed (Details) " $ in Thousands | Mar. 31, 2019USD ($) |
Refinitiv | US lease secured by letter of credit | |
Guarantor Obligations [Line Items] | |
Letter of credit guaranteed by Refinitiv | $ 1,200,000 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Indefinite Lived Intangible Assets (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC $ in Thousands | Mar. 31, 2019USD ($) |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets which have an indefinite useful life | $ 323,100 |
Licenses | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets which have an indefinite useful life | 168,800 |
Tradename | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets which have an indefinite useful life | $ 154,300 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Finite Lived Intangible Assets (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Successor | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 1,082,600,000 | $ 1,082,600,000 | |
Accumulated Amortization | (49,704,000) | (24,852,000) | |
Net Carrying Amount | 1,032,896,000 | 1,057,748,000 | |
Amortization expense | 24,852,000 | ||
Successor | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 928,200,000 | 928,200,000 | |
Accumulated Amortization | (38,675,000) | (19,338,000) | |
Net Carrying Amount | $ 889,525,000 | $ 908,862,000 | |
Amortization Period | 12 years | 12 years | |
Successor | Content and data | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 154,400,000 | $ 154,400,000 | |
Accumulated Amortization | (11,029,000) | (5,514,000) | |
Net Carrying Amount | $ 143,371,000 | $ 148,886,000 | |
Amortization Period | 7 years | 7 years | |
Predecessor | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 6,506,000 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Future Amortization (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC $ in Thousands | Mar. 31, 2019USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2019 | $ 74,556 |
2020 | 99,408 |
2021 | 99,408 |
2022 | 99,408 |
2023 | $ 99,408 |
Deferred Revenue (Tradeweb Ma_3
Deferred Revenue (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred revenue balance - beginning of period | $ 27,883 |
New billings | 29,165 |
Revenue recognized | (28,561) |
Deferred revenue balance - end of period | $ 28,487 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Current: | ||
State and Local | $ 1,487 | |
Foreign | 3,335 | |
Total current | 4,822 | |
Deferred - Federal | 704 | |
Deferred - state and local | 577 | |
Deferred - foreign | (1,320) | |
Total deferred | (39) | |
Total | $ 4,783 | |
Effective tax rate | 10.10% | |
Predecessor | ||
Current: | ||
State and Local | $ 856 | |
Foreign | 1,210 | |
Total current | 2,066 | |
Deferred - Federal | 299 | |
Deferred - state and local | 153 | |
Total deferred | 452 | |
Total | $ 2,518 | |
Effective tax rate | 5.30% |
Shares (Tradeweb Markets LLC _3
Shares (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - shares | Apr. 04, 2019 | Mar. 31, 2019 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Employee shares outstanding | 146,333 | |
Class C common stock | ||
Class of Stock [Line Items] | ||
Employee shares outstanding | 447 | |
Class P(A) Shares | ||
Class of Stock [Line Items] | ||
Employee shares outstanding | 6,887 | |
Class P(C) Shares | ||
Class of Stock [Line Items] | ||
Employee shares outstanding | 2 | |
Class P-1(A) Shares | ||
Class of Stock [Line Items] | ||
Employee shares outstanding | 6,094 | |
Class P-1(C) Shares | ||
Class of Stock [Line Items] | ||
Employee shares outstanding | 232 | |
Members' Capital | Subsequent Event | ||
Class of Stock [Line Items] | ||
Units issued in exchange for all of the outstanding shares | 222,222,197 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Performance Restricted Share Units (Tradeweb Markets LLC and Subsidiaries) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 04, 2019 | |
Subsequent Event | ||
Weighted average fair value of PRSUs | ||
Number of shares of the Corporation into which PRSUs converted | 2,770,334 | |
Tradeweb Markets LLC | Equity-settled PRSUs | ||
Number of equity-settled PRSUs | ||
Outstanding, beginning of period | 1,442.2 | |
Granted | 554.3 | |
Outstanding, end of period | 1,996.5 | |
Weighted average fair value of PRSUs | ||
Outstanding, beginning of period | $ 30,472 | |
Granted | 31,563 | |
Outstanding, end of period | $ 34,151 | |
Tradeweb Markets LLC | Cash-settled PRSUs | ||
Number of equity-settled PRSUs | ||
Outstanding, beginning of period | 522.5 | |
Exercised | (507.2) | |
Outstanding, end of period | 15.3 | |
Weighted average fair value of PRSUs | ||
Outstanding, beginning of period | $ 34,075 | |
Granted | 33,694 | |
Outstanding, end of period | $ 51,334 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Options (Tradeweb Markets LLC and Subsidiaries) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 08, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 04, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Number of shares of the Corporation into which LLC options converted | 946,569 | |||
Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Number of shares of the Corporation into which LLC options converted | 18,137,050 | |||
Tradeweb Markets LLC | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 4,878,000 | $ 5,946,000 | ||
Tradeweb Markets LLC | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise period following a change in control | 15 days | |||
Compensation expense | $ 18,883,000 | |||
Assumption used in the Black-Scholes model | ||||
Weighted average expected life | 5 years 8 months 12 days | |||
Weighted average risk free interest rate | 2.94% | |||
Weighted average expected volatility | 20.00% | |||
Weighted average expected dividend yield | 4.01% | |||
Share price | $ 25,692 | |||
Exercise price | $ 28,601 | |||
Number of options | ||||
Outstanding, beginning of period | 13,025.8 | |||
Granted | 130.4 | |||
Forfeited | (97.8) | |||
Outstanding, end of period | 13,058.4 | |||
Weighted average fair value of options | ||||
Outstanding, beginning of period | $ 2,569 | |||
Granted | 4,132 | |||
Forfeited | 4,159 | |||
Outstanding, end of period | $ 2,573 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Intrinsic value, options outstanding, end of period | $ 74,421 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans - Unrecognized Compensation (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Equity-settled PRSUs | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract] | |
Total unrecognized compensation cost | $ 36,199,000 |
Weighted average recognition period | 2 years 7 days |
Cash-settled PRSUs | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract] | |
Total unrecognized compensation cost | $ 390,000 |
Weighted average recognition period | 1 year 6 months 15 days |
Stock Options | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract] | |
Total unrecognized compensation cost | $ 33,460,000 |
Weighted average recognition period | 7 months 6 days |
Share-Based Compensation Plan_6
Share-Based Compensation Plans - Employee Shares (Tradeweb Markets LLC and Subsidiaries) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Apr. 04, 2019 | |
Class of Stock [Line Items] | |||
Number of shares of the Corporation into which LLC options converted | 946,569 | ||
Subsequent Event | |||
Class of Stock [Line Items] | |||
Number of shares of the Corporation into which LLC options converted | 18,137,050 | ||
Tradeweb Markets LLC | |||
Class of Stock [Line Items] | |||
Period of time to determine classification as compensation payable | 6 months | ||
Employee Shares compensation payable | $ 6,727,000 | ||
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |||
Compensation expense relating to PRSUs, options and shares | $ 4,878,000 | $ 5,946,000 | |
Tradeweb Markets LLC | Class C common stock | |||
Class of Stock [Line Items] | |||
Employee shares outstanding | 447 | ||
Tradeweb Markets LLC | Class P(C) Shares | |||
Class of Stock [Line Items] | |||
Employee shares outstanding | 2 | ||
Tradeweb Markets LLC | Class P-1(C) Shares | |||
Class of Stock [Line Items] | |||
Employee shares outstanding | 232 |
Related Party Transactions - Ba
Related Party Transactions - Balances (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - Successor - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Cash and cash equivalents | $ 246,416 | $ 283,790 |
Receivables from brokers and dealers and clearing organizations | 199 | 3,332 |
Deposits with clearing organizations | 500 | 500 |
Accounts receivable | 46,947 | 40,730 |
Receivable from affiliates | 3,026 | 3,243 |
Other assets | 0 | 9 |
Payable to brokers and dealers and clearing organizations | 0 | 2,404 |
Deferred revenue | 8,556 | 9,151 |
Accounts payable, accrued expenses and other liabilities | 387 | 0 |
Payable to affiliates | $ 6,050 | $ 5,009 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Refinitiv | Shared Services | ||
Related Party Transaction [Line Items] | ||
Related party expense | $ 1,075,000,000 | $ 1,075,000,000 |
Refinitiv | Market Data License Agreements | ||
Related Party Transaction [Line Items] | ||
Related party revenue | 13,616,000 | 12,237,000 |
Refinitiv | Operating Expense Reimbursement | ||
Related Party Transaction [Line Items] | ||
Related party expense | 1,027,000 | 6,258,000 |
Banks | ||
Related Party Transaction [Line Items] | ||
Interest income from money market funds invested and savings deposited | 208,000 | 21,000 |
Banks | Transaction, subscription and other fees | ||
Related Party Transaction [Line Items] | ||
Related party revenue | $ 81,499,000 | $ 69,769,000 |
Related Party Transactions - Cl
Related Party Transactions - Class of Shares (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2014 | |
Banks | ||
Related Party Transaction [Line Items] | ||
Capital contribution from the Banks | $ 120,000,000 | |
Employees | ||
Related Party Transaction [Line Items] | ||
Investment by employees | $ 5,266,000 | |
Predecessor | ||
Related Party Transaction [Line Items] | ||
Contingent consideration to related parties | $ 10,070,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 137,502 | $ 127,927 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 137,502 | 127,927 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 137,502 | 127,927 |
Level 1 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 137,502 | $ 127,927 |
Credit Risk (Tradeweb Markets_2
Credit Risk (Tradeweb Markets LLC and Subsidiaries) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Tradeweb Markets LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ 1,253,000 | $ 1,169,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC | 3 Months Ended |
Mar. 31, 2019USD ($)action | |
Antitrust Actions related to trading practices | |
Loss Contingencies [Line Items] | |
Number of actions | action | 2 |
Litigation relating to distribution of financial strength ratings | |
Loss Contingencies [Line Items] | |
Damages alleged | $ | $ 80,000,000 |
Net Income Per Share (Tradewe_2
Net Income Per Share (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income | $ 42,352 | |
Basic weighted average shares outstanding | 222,222,197 | |
Dilutive effect of equity settled PRSUs | 1,098,260 | |
Diluted weighted average shares outstanding | 223,320,457 | |
Basic net income per share | $ 0.19 | |
Diluted net income per share | $ 0.19 | |
Predecessor | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income | $ 45,308 | |
Basic weighted average shares outstanding | 213,435,321 | |
Diluted weighted average shares outstanding | 213,435,321 | |
Basic net income per share | $ 0.21 | |
Diluted net income per share | $ 0.21 | |
Contingent consideration payable excluded from the computation of diluted earnings per share | 5,519,568 |
Regulatory Capital Requiremen_3
Regulatory Capital Requirements (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - Reportable Legal Entities - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
TWL | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Regulatory Capital | $ 13,981 | $ 18,986 |
Regulatory Capital Requirement | 1,398 | 2,698 |
Excess Regulatory Capital | 12,583 | 16,288 |
DW | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Regulatory Capital | 39,711 | 41,164 |
Regulatory Capital Requirement | 1,133 | 1,803 |
Excess Regulatory Capital | 38,578 | 39,361 |
TWD | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Regulatory Capital | 26,695 | 24,042 |
Regulatory Capital Requirement | 311 | 599 |
Excess Regulatory Capital | 26,384 | 23,443 |
TEL | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Regulatory Capital | 46,537 | 46,157 |
Regulatory Capital Requirement | 17,515 | 17,493 |
Excess Regulatory Capital | 29,022 | 28,664 |
TWJ | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Regulatory Capital | 10,532 | 10,592 |
Regulatory Capital Requirement | 3,804 | 3,413 |
Excess Regulatory Capital | 6,728 | 7,179 |
TWEU | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Regulatory Capital | 4,034 | |
Regulatory Capital Requirement | 4,034 | |
TW SEF | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Financial Resources | 28,912 | 31,232 |
Required Financial Resources | 10,500 | 10,500 |
Excess Financial Resources | 18,412 | 20,732 |
Liquid Financial Assets | 15,929 | 16,662 |
Required Liquid Financial Assets | 5,250 | 5,250 |
Excess Liquid Financial Assets | 10,679 | 11,412 |
DW SEF | ||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Financial Resources | 18,524 | 17,837 |
Required Financial Resources | 5,440 | 5,169 |
Excess Financial Resources | 13,084 | 12,668 |
Liquid Financial Assets | 12,517 | 11,888 |
Required Liquid Financial Assets | 2,720 | 2,585 |
Excess Liquid Financial Assets | $ 9,797 | $ 9,303 |
Employee Savings Plan - 401(k)
Employee Savings Plan - 401(k) Plan (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employees' voluntary contribution percentage | 75.00% | |
Company match, as a percent of the employee's contribution | 100.00% | |
Employer match limit, as a percent of employee's contribution | 4.00% | |
Company expense for matching contributions | $ 2,436,000 | $ 2,136,000 |
401(k) Savings Plan | us-gaap:QualifiedPlanMember |
Employee Savings Plan - Deferre
Employee Savings Plan - Deferred Compensation Plans (Tradeweb Markets LLC and Subsidiaries) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Tradeweb Markets LLC | International employees | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Employer contributions to deferred compensation plans for its international employees | $ 425,000 | $ 398,000 |
Business Segment and Geograph_3
Business Segment and Geographic Information - Revenue by Client Sector (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Successor | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | $ 186,792,000 | |
Net revenue | 186,792,000 | |
Operating expenses | 140,515,000 | |
Operating income | 46,277,000 | |
Successor | Institutional | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | 109,252,000 | |
Successor | Wholesale | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | 39,431,000 | |
Successor | Retail | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | 21,206,000 | |
Successor | Market Data | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | $ 16,903,000 | |
Predecessor | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | $ 169,503,000 | |
Contingent consideration to related parties | (10,070,000) | |
Net revenue | 159,433,000 | |
Operating expenses | 112,078,000 | |
Operating income | 47,355,000 | |
Predecessor | Institutional | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | 102,320,000 | |
Predecessor | Wholesale | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | 32,595,000 | |
Predecessor | Retail | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | 19,036,000 | |
Predecessor | Market Data | ||
Segment Reporting Information [Line Items] | ||
Gross revenues | $ 15,552,000 |
Business Segment and Geograph_4
Business Segment and Geographic Information - Revenue and Long-lived Assets by Geographic Region (Tradeweb Markets LLC and Subsidiaries) (Details) - Tradeweb Markets LLC - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 4,291,935,000 | $ 4,284,355,000 | |
U.S. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 4,277,698,000 | 4,276,568,000 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 14,237,000 | $ 7,787,000 | |
Successor | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 186,792,000 | ||
Net revenue | 186,792,000 | ||
Successor | U.S. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 119,397,000 | ||
Successor | International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | $ 67,395,000 | ||
Predecessor | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | $ 169,503,000 | ||
Contingent consideration to related parties | (10,070,000) | ||
Net revenue | 159,433,000 | ||
Predecessor | U.S. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 107,782,000 | ||
Predecessor | International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | $ 61,721,000 |
Subsequent Events (Tradeweb M_2
Subsequent Events (Tradeweb Markets LLC and Subsidiaries) (Details) - Subsequent Event | Apr. 08, 2019USD ($) | Apr. 04, 2019 | Apr. 03, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 15, 2019$ / shares |
Subsequent Event [Line Items] | |||||
Corporation ownership percentage | 64.30% | ||||
Tradeweb Markets LLC | |||||
Subsequent Event [Line Items] | |||||
Distribution paid to current owners of the Company | $ 100,000,000 | ||||
Corporation ownership percentage | 64.30% | ||||
Required ratio between Tradeweb Markets Inc Class A and Class B common stock and Tradeweb Markets LLC units | 0.01 | ||||
Revolving credit facility | $ 500,000,000 | ||||
Revolving credit facility, term | 5 years | ||||
Cash dividends declared | $ 33,378,019 | ||||
Dividends per share | $ / shares | $ 0.08 |