Nasdaq, Inc. (NDAQ) Earnings Call Transcript & Summary
November 19, 2020
Earnings Call Speaker Segments
Kenneth Worthington
analystHi. Welcome, everybody. This is Ken Worthington. We're doing a fireside chat with Nasdaq and Nasdaq's CEO, Adena Friedman. Before I get started, I wanted to go over a few logistics. First, if you'd like to ask a question, please go to the JPMorgan website, metameeting, to ask questions. I'll try to get to Q&A more quickly if there's more questions. Secondly, JPMorgan is now restricted on Nasdaq as of this morning. So while I cannot ask questions on the Verafin deal, I can relay your questions if you have them, so fire away. So with this, I'd like to introduce Adena Friedman, who became President and CEO of Nasdaq, January 1, 2017. And I actually think you announced it during our conference in late 2016. Adena started at Nasdaq as an intern in 1993. And after a brief stint as CFO of Carlyle, essentially, you've been a lifer at Nasdaq, which I think is very impressive. Adena has been instrumental over the years in developing Nasdaq's acquisition strategy, has led the charge in data, headed up corporate strategy and was Nasdaq's CFO. And as a point of interest, because I know everybody is super interested in this, I actually met Adena in D.C. in the late '90s. I think we just determined it was probably around 1998 when analysts were allowed to travel with bankers, when I was part of Oppenheimer. So Adena, we have a much longer history than probably anybody else had realized. So thank you so much for joining us here today.
Kenneth Worthington
analystI wanted to start talking about Nasdaq. Nasdaq has a reputation of being an exchange. This is a business services conference. Talk about why it makes sense for Nasdaq to really be presenting at a business services conference.
Adena Friedman
executiveYes. Sure. Well, first of all, Ken, thanks for having me, and it really is great to be here. And it's fun to kind of relive the history, so thanks for that. In terms of Nasdaq today, Nasdaq today is a global technology company that serves the capital markets. And we do that, of course, in operating our own markets, but we also provide the technology to 130 other markets around the world, and we provide anti-financial crime technology to the banks and brokers community around the world, specifically focused on trade surveillance. And then we also have a scaled Index business and a Data business that serves the investment community. And we have a series of businesses in Corporate Services that help companies navigate the public markets in terms of their investor relations and governance practices. So we have a technology business that generates about $1.5 billion of annual recurring revenue. And of that $1.5 billion, $440 million is SaaS-based revenue. So we are a scaled technology provider. And then we also have this great markets business that allows us to operate in some of the largest markets in the world, here in the U.S. and in Europe as well.
Kenneth Worthington
analystAnd how has the business evolved under your guidance as CEO? So Nasdaq has undergone a strategic pivot. It's gone through a repositioning. So can you talk a little bit about what you've done, why you've done it, sort of the vision here for the company?
Adena Friedman
executiveSure. Yes. So back in 2017, when I became the CEO, we decided to embark on a strategic review of Nasdaq. And we said, "Okay, well, what are -- first of all, what are we really great at as a company?" And we are a technology-first market provider. We're a technology-first provider of index and data and other technology services. What are the trends that we think our customers are going to kind of lean into or face over the next several years, that's going to drive their business and drive their success, and then also -- and their challenges that they will have in their business? And then how do we look at the intersection of what we're really good at, where they see us as a natural provider and that -- lean into the trends that the industries are -- the industry is facing. And we decided on the back of that to really make sure that we are increasing our investment in our Market Technology and our Information Services business and then also actually divesting of some of the businesses in our Corporate Solutions space that really were not a technology-driven service, that were lower margin, lower growth and our clients didn't see us as a natural provider of. So we kind of made some divestitures, and then we made 2 acquisitions that really kind of proved out how we were moving. We acquired eVestment, which is a data analytics company that serves the investment management community. And then we also bought Cinnober, which allowed us to continue to scale our Market Technology business. And then on the back of that, we also really looked at the anti-financial crime space to say, "How could we continue to be a bigger player and a partner to the banks and brokers as they're managing this massive issue of anti-financial crime?" And that has culminated in the acquisition of Verafin today.
Kenneth Worthington
analystAnd so what has the strategic pivot really done for the financial metrics? The recurring nature of the business, what has this done for the things that the analyst community would be most focused on ROIC, growth, margins? How has that all helped to kind of transform the financial picture as well?
Adena Friedman
executiveYes. So if we look at the -- what we call the nontrading businesses. So about 73% of our revenue comes from recurring and reoccurring revenue that's not trading related. And then when we look at -- we have 3 business segments. We have our, what we call, Investment Intelligence segment, which is our Information business. We have a Market Technology business. And we have our Corporate Platforms business, which are all of these services offered to companies around the world. And together, they represent a very large portion of our company today. So -- but what we really focused on was, how can we catalyze more growth in those segments? They are recurring in nature, so it's really a matter of us leaning in to make sure we can power the growth of those businesses. And over the last 3 years, the growth in those businesses has doubled from the prior 3 years. So we were growing at about a 4% rate leading up to 2018. And then for '18, '19 and '20, we've really been growing at about an 8% rate. So we've been able to double the growth rate. We've been able to improve our margins in that process as well on an organic basis, bringing our -- margins of the company up around 500 basis points. And then we also have gotten to an 11% return on invested capital for Nasdaq up from about 8% when this all began. So we are really showing that by leaning into these areas, investing in them with the next-generation technology and growing the businesses in those spaces, I think we can -- we're improving the metrics of the company, while also becoming a much bigger and better partner to our clients.
Kenneth Worthington
analystThe 8% growth, is that organic growth? Or is that total growth?
Adena Friedman
executiveThat was organic growth. That's organic growth over the year.
Kenneth Worthington
analystOkay. And then as we think about the growth outlook, the business segment seems to be growing faster than I think many of us expected and even faster than some of the long-term guidance that you have presented over time. To what extent is Nasdaq over-earning right now? Maybe we're just in a good part of the cycle? Or to what extent is the faster growth that we've been seeing here, really part of the new normal for Nasdaq?
Adena Friedman
executiveYes. I mean I would say that we really have been able to lean into a lot of long-term trends within the industry. And then we have a couple of parts of our business that also get to benefit from the environment that we're in from a trading perspective. So I think that if you were to look at the trading business, that's a business that we don't try to provide long-term targets -- growth targets for because it is -- it's less predictable, but we have had an outstanding growth here, on the back of, I would say, a good -- I would say a good environment has turned into a great environment within the trading businesses. And that's an area where I would -- it's really less certain as to exactly how that business will continue to develop next year, but we are exiting the year continued with elevated volumes on the back of increased participation, both from institutions and retail and we also are positioning ourselves very well competitively to be able to continue to drive growth into that business in more -- in a different volume environment. I think in terms of the other parts of our business, it really is largely a matter of leaning into long-term trends. There are companies out there really seeking more and more data to support their decision-making, and that plays into the trends on market data. In our Analytics business within Information Services, we have an index franchise that had -- just has really leaned into the long-term trends around tech and all of the businesses that, frankly, are associated with Nasdaq. But also trends -- we have certain thematic indices that really have been quite popular, and they continue to draw a lot of assets into them. And then in our Market Technology business, we continue to grow our business and expand our Surveillance business as well as our role as a Market Technology provider to the industry. So those are all leaning into long-term trends where our growth is just on the back of great work by the team, and then we have this bolstering effect from the benefit of the trading environment this year.
Kenneth Worthington
analystSo I wanted to dig into maybe each of your business segments a bit more. So maybe starting with Market Technology. Market Technology, there's sort of something special about Market Technology. Why is this sort of a differentiated business? And maybe talk a little bit more into the factors that's really driving the impressive growth in that area.
Adena Friedman
executiveYes. So I think there are a few things. First is the core business has 2 key components. One is our core technology like trading, clearing and settlement technology we offer to exchanges around the world. We've been able to continue to expand our relationships with our exchange clients and grow our clientele over the last several years, and that supported really nice growth in that business. And we've been investing in our next-generation trading and we say -- what we call trade life cycle platform called Nasdaq Financial Framework. So we're now actually able to bring our clients onto a more modern technology stack. We're able to deliver that as a cloud-based service to those who want it that way. And we have a way of basically becoming more efficient internally and being able to provide a very modern approach to trading for our customers over the years ahead. So I think our investors are seeing really nice growth in client acquisition, but also the investments we've been making over the last several years are starting to pay off in terms of showing that we can move our clients to a more modern tech stack and over time, deliver more margin on our customers. And then we also have the Surveillance business, which is a SaaS business serving over 170 broker-dealers as well as exchanges and regulators. But that -- in the broker-dealer space, it's SaaS-delivered. It's been a really nice grower for us consistently over many years. And it allows us to also show that there's margin capability in that business that allows us to say, "Okay, how can we draw the entire Market Tech business and continue to drive our margins up as we become more SaaS enabled?" So we're on a journey there that I think is delivering top line growth and over time, we'll continue to enhance our bottom line. And then with the acquisition of Verafin today, we now are really leaning in even further into anti-financial crime with another incredibly top-quality SaaS business. Let me just spend a couple of minutes, I know you can't ask questions, but I can talk a little bit about Verafin. So it is -- if we provide the marquee product for surveillance, which means looking at market manipulation and insider trading and other trading anomalies, what Verafin is, is a marquee provider of fraud detection and investigations and money laundering detection investigations. So they provide, to 2,000 banks in North America, a comprehensive solution around AML and fraud detection. And they do it all in a SaaS format. They have a 98% client retention. They have a 30% growth rate. They have 25% EBITDA margin. And they have -- just 97% of their revenue is recurring, so -- recurring contracted revenue. So it's just a top-notch SaaS business, supporting one of the biggest problems in the industry. When we look at money laundering, it's about a $2 trillion problem, and banks are spending $42 billion trying to solve that problem. And so -- and of that $42 billion, about $12 billion is going into tech. So when we look at what Verafin does and what we do together, we have an enormous opportunity to go in and become a full-service provider to the banks and brokers around the world and really solving financial crime. And so this, to us, is just a perfect opportunity for less to lean in even further into Market Tech and to become that partner that our banks and brokers are looking for us to be. And so it is -- as you said, it's a special business because it's leaning into all the long-term trends that the industry is facing.
Kenneth Worthington
analystAnd then if I think about sort of the Investment Intelligence business, so in part, Nasdaq is servicing the asset management sector in really a variety of ways. And in some sense, the traditional asset management sector has been struggling. Not all of it is, but some of it is. So what are the services you're providing to the traditional sort of active management business? Maybe talk about where you're servicing the passive market and then sort of the next step, where are the opportunities in the alternative asset management business. And given your time at Carlyle, you seem to be maybe better than many on being able to attack that alternative bucket as well.
Adena Friedman
executiveYes. So if we think about the Investment Intelligence business, it's comprised of 3 subsegments. We have our Market Data business, which is all the data that flows off of our exchanges and the way we sell that globally to hundreds of millions of investors. And then we also have our Index business that certainly is playing into the passive trends in the traditional asset management space where we have thematic indices and benchmark indices that really -- are really leaning into some great trends there. And then we have our Analytics business, which is really our eVestment acquisition coupled with Solovis and Quandl. So what that really is doing is providing deeper analytics and workflows to support the traditional asset managers in terms of being -- using data to make smarter investment decisions through Quandl, using data to make smarter competitive decisions through eVestment. And then managing -- using the data and analytics capabilities of Solovis to manage the portfolio. Once you have a portfolio to look at portfolio concentration and portfolio risk and other things that are important to understanding the portfolio more deeply. So we have a really nice scaled business there. And yet the traditional asset managers -- it's a growth business within traditional asset managers. But a really great opportunity is to carry all of those analytical capabilities and portfolio management capabilities into the alternative asset management space as well. Solovis is already really for bridging that gap. So for LPs, with your limited partners and large asset owners, they already provide a comprehensive solution. So of portfolio management across both the public investments and the private investments they have. And with eVestment, the idea of being able to go out and explain your asset management strategies and your performance to asset owners to try to get them to draw you into your fund, they will -- that -- eVestment is able to do that now for both public investments and private investments. So it allows us -- that they bridged over to private equity as well. And so we now have this kind of really comprehensive suite of services serving the traditional asset managers, but also alternative asset managers in managing their portfolios, but also trying to try to find that next investor.
Kenneth Worthington
analystYes. And then on the alternative side, it does look like you're putting more resources there. I don't know if it's specifically, but you just brought in someone to really run, I think, that area. So what are the, I don't know, other opportunities? Or why is that such a big opportunity that you're investing even more on the alternative side?
Adena Friedman
executiveYes. So Lauren Dillard is the person who now runs all of the Investment Intelligence business. And she actually spent almost her entire career at Carlyle, and so she understands the challenges of the alternative space, but she also just understands asset management in general. So when we really wanted to have a -- kind of a client -- like an outside-in view into where are the needs of the clients being served well and where do we have a big white space opportunity for us to continue to provide more services to both traditional and alternative asset managers. But what we found was the traditional asset managers have a lot of technologies available to them to manage their workflows, to manage their data, to make sure that they're doing all their proper job. And eVestment is actually a big part of that. So eVestment is a give-get model that allows asset managers to share information with asset owners, and then asset owners to be able to compare different asset managers and across in terms of different strategies and performance and say, "This is where I'm going to put my next allocation." Well, that's on what we call the precommitment level, right? And then with Solovis, we now have the ability to know that once the asset owners made that allocation decision, they can manage their portfolio within Solovis. So it's a really nice, kind of more end-to-end solution for the asset owners. Well, they have private equity needs, too, on the precommitment level. So now we can then say, "Okay, not only can you use this to look at which commitment you want to make to public asset managers, but you now have the ability to do it for private asset managers as well." And that's been a buildup for us. We have a great woman named Katey Bogue, who's running that, and she also comes from the alternative space. And so we all now are looking at this end-to-end workflow solution. And there may be an -- additionally, Solovis was, I'd say, a good tuck-in for us. And so there may be other tuck-ins we can do to really build out that end-to-end workflow for the asset owners, and then also ultimately for the asset managers in the alternative space.
Kenneth Worthington
analystMaybe moving on to the Market Services, that business has been really on fire this year. Talk a little bit about what is driving that. Is this just a play on sort of growth investing in sort of new markets and ultimately, retail? And can that growth really persist? What are your thoughts there?
Adena Friedman
executiveYes. I mean -- I think that some of the growth in the trading revenues was definitely coming earlier in the year from the volatility we saw coming in terms of the beginning of the crisis -- and really the month of March was an extraordinary month, frankly, in terms of the entire industry when it came to the volatility in the markets, and that volatility drives volume. So we saw record levels of order volume coming through our systems. In fact, on February 28, we had 62 billion messages inbound into -- across our markets that day. And so it's a -- it was an extraordinary month. But the volumes have persisted at a nice level this year, I think, partly on the back of continued -- some volatility that's come from -- it's an election year. It's also a year where the COVID news, like, would change everyone's mind every day for a while. And then on the top of that, you had this really nice growth of retail investors coming into the markets. And you have to ask yourself, "Okay, so why did they come in?" So the first thing is that they -- all of the online brokers went to 0 commissions at the end of the last year. And so they took a major friction out of the market. So it made it very inexpensive for retail to choose to come in. Okay. So then over the lockdown period, they had the time to come in. They were sitting at home and trying to understand and there weren't a lot of other things going on. And they saw this major dip in the markets, and they said, "Well, I'm going to come in and see whether I can get a return." And so they came in during that period of time, but they've stayed in. And so the question is, can they continue to stay in, in a more, I would say, less volatile environment? And they -- the question is, are they there because they really -- we've got a whole new generation of retail. So the question is, can we make sure that they're educated enough on the risks and the benefits of trading that they can then become a more sustainable investor going forward? Do they say, "Gosh, being in the markets is really -- it's important for me to have control over my investments. I get -- I've learned so much. I want to stay here." And if that's the case, then we will find that we have a sustainable level of new investors in the markets and those types of investors do -- again, they are volume enhancing to the markets. And so we are hopeful that we'll see a sustainability of at least many or some to many of those investors, that new generation of investors, if we go into 2021 and beyond.
Kenneth Worthington
analystSo there has been some friction between the exchanges and the regulators -- regulator in recent years. We have a new administration. Any sense on what a new administration means for the tone of regulation in the equity markets?
Adena Friedman
executiveYes. What -- I think it's a little too early to tell only because we -- it's really going to come down to some of the key appointments in that -- by that -- I guess, President-elect Biden is how you say it -- President-elect Biden is going to make in the coming weeks and months. And so it's really -- I think it really depends on some of the key appointments, whether it's in treasury, in the SEC, in some of these key agencies. And so I think that it's a little too early to tell. But in general, what we find is we can be successful in any administration. We were successful in the Obama administration. We've been quite successful in the Trump administration. And so we do believe that the exchanges are very resilient. And we have a very productive relationship with the SEC. We don't always agree on everything. And obviously, sometimes, we have to make sure they really know that we don't agree on everything, and we have to use the court system in that regard. But I think in general, we really do try and we are quite constructive with them across the vast majority of what we do. So I think that we will find that we can do that again in the next administration.
Kenneth Worthington
analystMaybe broadening on to SaaS. With the repositioning of Nasdaq, expectations are for a much greater contribution from SaaS. So where is Nasdaq today with SaaS? And what is the vision for the outlook?
Adena Friedman
executiveYes. Sure. So today, when we look at -- we look at the businesses that are truly delivered in a SaaS format, we have about $440 million of SaaS revenue. And with the Verafin acquisition, that becomes around $550 million of SaaS revenue as we exit 2020. And so also, our SaaS revenue over the last 3 years, I think it's 3 or 4, has been growing at about 22%. So twice the rate of our ARR. And our ARR has been growing at 11%. So it's -- these are the faster parts -- growing parts of our business, it's annualized recurring revenue streams and in particular, SaaS revenues. And that's both -- by the way, I believe that's both organic and inorganic. So -- just so we're clear. So that's becoming a bigger and bigger part of who we are and what we're -- and how we deliver our services. And we put a goal out there. Today, before Verafin, it's about 29% of our ARR is SaaS-delivered. And after the acquisition of Verafin, it will be about 33%. We put a target out there to say by -- that by 2025, we expect 40% to 50% of our annualized recurring revenue to be SaaS-delivered revenue. And we basically said today on the call that with Verafin, we think that we have more and more confidence we'll get to the upper end of that range of 40% to 50% by 2025. So it is becoming a big part of our focus -- strategic focus, our financial focus, to really lean into a SaaS delivery method for all of our technology services.
Kenneth Worthington
analystAnd then what does this ultimately mean? So you mentioned growth is -- it's enhancing growth. What does this mean for efficiency and margins to have this shift to more of a SaaS contribution?
Adena Friedman
executiveYes. It definitely allows us to look at the margin lift that we can deliver from being more scaled and then also having a more efficient infrastructure to support our customers. So when we look at our -- so for instance, as I mentioned before, our Surveillance business within Market Tech is at a margin that's higher than our average margin for Market Tech -- our total margin from Market Tech because it is a more scaled and efficiently delivered service. Whereas in our traditional core technology business in Market Tech, it's a deployed solution from -- technology. And as we move more and more into a cloud-delivered service for our Market Tech clients, we -- and we have our next-gen platform now in production and rolling out to clients. It does give us more of a chance to create a more efficient infrastructure to support our customers and move them more and more into a SaaS format. And that will be a margin-enhancing part of the business. So one of the goals we have for Market Tech is to become, what we call, a rule-of-40 company, which means how fast is the business growing at the top line. So what's the growth percentage of revenue? And then what's the percentage margin in the business? And when you look at -- a lot of SaaS businesses really strive to be a rule-of-40 company. Well, we at Investor Day said, we tried to be a rule-of-40 company within the next 5 years -- or 4 years within the business. And now with Verafin, which is a rule-of-50 company already, we do believe that by 2023, we should be able to be what we call a rule-of-40 business in Market Tech.
Kenneth Worthington
analystOkay. So moving on to capital management and M&A, so a topic before -- I put together before today's announcement. During the Analyst Day, I think you guys adjusted the criteria for transactions. So maybe talk about how your approach to M&A is evolving.
Adena Friedman
executiveYes. So I think that the most important thing to point out is that we've been very focused on our strategy. And we've been pretty, I think -- hopefully, communicative or the investors feel that we've been communicative about our strategy in terms of leveraging the cash flows of our business and the cash flows of our foundational businesses, to really be able to lean in and drive growth in our Market Technology and Investment Intelligence businesses, so that we have the ability to like lean into our growth areas. And we've been very deliberate in showing that through the acquisitions we've made. So we've made an acquisition, as I mentioned, in eVestment, an acquisition of Cinnober, which is really a complement to our core technology business, and now an acquisition of Verafin to be able to support our growth in the anti-financial crime space. And all of those are really buying into growth, buying into a way for us to have recurring revenues, leaning into the trends of the industry and delivering it in a modern tech way. And so I think that, that's -- over and over, you're going to see that, that's really how we've been making our investment decisions over the last several years. And at the same time, if we look at our overall capital plan, we do believe we have a balanced plan. So we have a dividend that we pay out to our investors every year, and we've committed that our dividend will grow as our earnings continue to grow, and we will continue that on the back of the Verafin acquisition. And then we also have a share buyback program that's specifically related to neutralizing share dilution, so -- or like share issuances. So it's really meant to manage our share count. And then we have our cash flows from our business that we want to use to drive investments into the business organically and inorganically. And obviously, with the Verafin acquisition, we've made that decision to do an inorganic investment.
Kenneth Worthington
analystOkay. Well, you know what, we are just about out of time. I want to thank you very much for spending the day with us when you had plenty of other things on your plate to take care of. So I very much appreciate the fireside chat today. I wish you the best and the happiest of holidays. And I look forward to seeing you, I think the date is November 18, 2021, so mark it down on your calendars. And hopefully, we'll do this again a year from now.
Adena Friedman
executiveGreat. Well, thank you very much, Ken. I really appreciate it. Thanks.
Kenneth Worthington
analystGreat. Thank you.
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