Tradeweb Investor Presentation Deck slide image

Tradeweb Investor Presentation Deck

Reconciliation of Non-GAAP Items (continued) ($ in thousands, except per share and share Reconciliation of Net Income attributable to Tradeweb Markets Inc. to Adjusted Net Income and Adjusted Diluted EPS Successor FY21 Successor FY20 Earnings per diluted share¹ $1.09a $0.88a amounts) Pre-IPO net income attributable to Tradeweb Markets LLC 1 Net income attributable to Tradeweb Markets Inc.1 Net income attributable to non-controlling interests ¹.2 Net income Provision for income taxes Contingent consideration Acquisition transaction costs 3 D&A related to acquisitions and the Refinitiv Transaction4 Stock-based compensation expense5 Foreign exchange (gains) / losses 6 Tax receivable agreement liability adjustment? Adjusted Net Income before income taxes. Adjusted income taxes8 Adjusted Net Income Adjusted Diluted EPS 1,9 $ Diluted weighted average TWM LLC shares outstanding ¹ Diluted weighted average shares of Class A and Class B common stock outstanding ¹ Weighted average of other participating securities 2 Assumed exchange of LLC Interests for shares of Class A or Class B common stock 3 Adjusted diluted weighted average shares outstanding Adjusted Net Income (in thousands) Adjusted Diluted EPS 29 Successor 6M22 The table below summarizes the calculation of Adjusted Diluted EPS for the periods presented: Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding 2022 Tradeweb Markets LLC. All rights reserved. 151,309a 27,736a $179,045a 39,258 $0.73a (3) 63,530 11,164 (2,334) 290,660 (63,946) 226,714 $ $0.95a $ $ Successor 6M21 $0.60a Successor 6M22 123,175a 24,623a $147,798a 33,503 4,727 59,843 9,186 (4,883) 250,174 (55,038) 195,136 $ $0.82a 226,828a 46,280a $273,108a 96,875 5,073 124,580 16,509 (4,702) (12,745) 498,698 (109,713) 388,985 $ $1.63a Successor Successor 6M21 FY21 166,296a 52,094a $218,390a 56,074 206,253,756 207,254,840 110,187 13,025 6,279 (11,425) 392,530 (86,357) 306,173 $ $1.31a Successor FY19 $0.54a 0.19b $42,352b 83,769a 46,903a $173,024a,b 52,302 188,223,032 97,565 25,098 (1,085) (33,134) 313,770 (82,835) 230,935 $ $0.77a 0.23b Successor Successor FY20 Post-IPO Period FY19 Successor 4Q18 $0.13b 156,540,246 $29,307b $29,307b 3,415 22,413 353 55,488 (14,649) 40,839 $0.18b Successor Pre-IPO Period FY19 Predecessor 9M 18 $0.60b $ $130,160b $130,160b 11,900 26,830 19,576 (1,881) 186,585 (49,258) 137,327 $ $0.64b Tradeweb Predecessor Predecessor FY17 $0.39b $83,648b 1. As a result of the Reorganization Transactions and the IPO completed in April 2019, certain earnings information is being presented separately for Tradeweb Markets LLC and Tradeweb Markets Inc. Presents information for Tradeweb Markets Inc. (post-IPO period). a. b. Presents information for Tradeweb Markets LLC (pre-IPO period). 2. For post-IPO periods, represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock. 3. Represents transaction and other costs related to the NFI Acquisition, which closed in June 2021. Acquisition-related costs primarily include legal, consulting and advisory fees and severance costs incurred that relate to the acquisition transaction. 4. Represents intangible asset and acquired software amortization resulting from the NFI Acquisition and intangible asset amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the application of pushdown accounting to the Refinitiv Transaction (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction). 5. Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with the exercise of such options totaling $1.6 million and $2.8 million during the three months ended June 30, 2022 and 2021, respectively, and $3.8 million and $9.2 million during the six months ended June 30, 2022 and 2021, respectively. During the three and six months ended June 30, 2022, this adjustment also includes $5.7 million and $7.4 million, respectively, of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former CFO and our retiring CEO. 6. Represents unrealized gain or loss recognized on foreign currency forward contracts and foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity's functional currency. 7. Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statement of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings. 8. Represents corporate income taxes at an assumed effective tax rate of 22.0% applied to Adjusted Net Income before income taxes for the years ended December 31, 2021 and 2020 and the six months ended June 30, 2022 and 2021 and an effective tax rate of 26.4% applied to Adjusted Net Income before income taxes for all other periods presented. For pre-IPO periods, this adjustment assumes Tradeweb Markets LLC was subject to a corporate tax rate for the periods presented. 9. Due to the Reorganization Transactions and the IPO completed in April 2019, shares outstanding during the year ended December 31, 2019 and subsequent periods, represent shares of TWM LLC (pre-IPO period) and shares of Class A and Class B common stock of Tradeweb Markets, Inc. (post-IPO period). For a summary of the calculation of Adjusted Diluted EPS, see "Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding" below. $83,648b 6,129 58,520 31,236 (1,042) 178,491 (47,122) 131,369 $ $0.62b FY16 $0.445 $93,161b $93,161b (725) 26,224 41,125 557 160,342 (42,330) 118,012 $0.56b Successor Predecessor Predecessor Predecessor 4Q18 9M18 FY17 FY16 223,320,457 222,243,851 215,365,920 212,568,635 210,979,704 207,371,372 80,778 30,133,370 237,585,520 226,714 $ 0.95 $ 30,871,285 30,699,577 45,828,289 237,125,041 237,954,417 234,051,321 195,136 $ 388,985 $ 306,173 $ 0.82 $ 1.63 $ 1.31 $ 74,279,741 230,819,987 178,745 $ 0.77 $ 223,320,457 52,190 $ 0.23 $ 222,243,851 215,365,920 212,568,635 210,979,704 40,839 $ 137,327 S 131,369 $ 118,012 0.18 $ 0.64 $ 0.62 $ 0.56 1. Due to the Reorganization Transactions and the IPO completed in April 2019, shares outstanding during the year ended December 31, 2019 and subsequent periods, represent shares of TWM LLC (pre-IPO period) and shares of Class A and Class B common stock of Tradeweb Markets Inc. (post-IPO period). 2. Represents weighted average unvested restricted stock units and unsettled vested performance-based restricted stock units issued to certain retired executives that are entitled to non-forfeitable dividend equivalent rights and are considered participating securities prior to being issued and outstanding shares of common stock in accordance with the two-class method used for purposes of calculating earnings per share. 3. Assumes the full exchange of the weighted average of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock, resulting in the elimination of the non- controlling interests and recognition of the net income attributable to non-controlling interests.
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