UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2019
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-34091
MARKETAXESS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
52-2230784 |
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) |
|
|
|
55 Hudson Yards, 15th Floor New York, New York |
|
10001 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 813-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common Stock, $0.003 par value |
|
MKTX |
|
NASDAQ Global Select Market |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☒ |
|
Accelerated filer |
|
☐ |
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
Emerging growth company |
|
☐ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 21, 2019, the number of shares of the Registrant’s voting common stock outstanding was 37,777,078.
MARKETAXESS HOLDINGS INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019
TABLE OF CONTENTS
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Page |
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Item 1. |
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3 |
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Consolidated Statements of Financial Condition as of September 30, 2019 and December 31, 2018 |
|
3 |
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4 |
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5 |
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6 |
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Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 |
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8 |
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9 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
Item 3. |
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38 |
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Item 4. |
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39 |
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Item 1. |
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40 |
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Item 1A. |
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40 |
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Item 2. |
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40 |
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Item 3. |
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40 |
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Item 4. |
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40 |
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Item 5. |
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41 |
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Item 6. |
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41 |
2
PART I — Financial Information
Item 1. Financial Statements
MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
|
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As of |
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|||||||
|
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September 30, 2019 |
|
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December 31, 2018 |
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||||
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(In thousands, except share and per share amounts) |
|
|||||||
ASSETS |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
320,527 |
|
|
$ |
246,322 |
|
||
Investments, at fair value |
|
|
235,625 |
|
|
|
240,105 |
|
||
Accounts receivable, net of allowance of $146 and $80 as of September 30, 2019 and December 31, 2018, respectively |
|
|
72,812 |
|
|
|
57,535 |
|
||
Goodwill and intangible assets, net of accumulated amortization |
|
|
62,387 |
|
|
|
62,675 |
|
||
Furniture, equipment, leasehold improvements and capitalized software, net of accumulated depreciation and amortization |
|
|
66,531 |
|
|
|
63,010 |
|
||
Operating lease right-of-use assets |
|
|
75,390 |
|
|
|
— |
|
||
Prepaid expenses and other assets |
|
|
18,591 |
|
|
|
22,468 |
|
||
Deferred tax assets, net |
|
|
3,163 |
|
|
|
3,424 |
|
||
Total assets |
|
$ |
855,026 |
|
|
$ |
695,539 |
|
||
|
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Accrued employee compensation |
|
$ |
35,082 |
|
|
$ |
39,053 |
|
||
Income and other tax liabilities |
|
|
13,274 |
|
|
|
16,432 |
|
||
Deferred revenue |
|
|
3,731 |
|
|
|
2,810 |
|
||
Accounts payable, accrued expenses and other liabilities |
|
|
16,285 |
|
|
|
29,366 |
|
||
Operating lease liabilities |
|
|
92,031 |
|
|
|
— |
|
||
Total liabilities |
|
|
160,403 |
|
|
|
87,661 |
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||
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Commitments and Contingencies (Note 11) |
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Stockholders' equity |
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Preferred stock, $0.001 par value, 4,855,000 shares authorized, no shares issued and outstanding as of September 30, 2019 and December 31, 2018 |
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Series A Preferred Stock, $0.001 par value, 110,000 shares authorized, no shares issued and outstanding as of September 30, 2019 and December 31, 2018 |
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|
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Common stock voting, $0.003 par value, 110,000,000 shares authorized, 40,721,937 shares and 40,540,349 shares issued and 37,780,778 shares and 37,639,917 shares outstanding as of September 30, 2019 and December 31, 2018, respectively |
|
|
122 |
|
|
|
122 |
|
||
Common stock non-voting, $0.003 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2019 and December 31, 2018 |
|
|
— |
|
|
|
— |
|
||
Additional paid-in capital |
|
|
343,543 |
|
|
|
341,860 |
|
||
Treasury stock - Common stock voting, at cost, 2,941,159 and 2,900,432 shares as of September 30, 2019 and December 31, 2018, respectively |
|
|
(196,402 |
) |
|
|
(184,962 |
) |
||
Retained earnings |
|
|
560,164 |
|
|
|
463,252 |
|
||
Accumulated other comprehensive loss |
|
|
(12,804 |
) |
|
|
(12,394 |
) |
||
Total stockholders' equity |
|
|
694,623 |
|
|
|
607,878 |
|
||
Total liabilities and stockholders' equity |
|
$ |
855,026 |
|
|
$ |
695,539 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
|
(In thousands, except share and per share amounts) |
|
|||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions |
$ |
119,869 |
|
|
$ |
90,513 |
|
|
$ |
346,753 |
|
|
$ |
289,398 |
|
Information services |
|
7,693 |
|
|
|
7,174 |
|
|
|
22,215 |
|
|
|
21,170 |
|
Post-trade services |
|
3,784 |
|
|
|
3,475 |
|
|
|
11,840 |
|
|
|
11,671 |
|
Other |
|
251 |
|
|
|
281 |
|
|
|
770 |
|
|
|
882 |
|
Total revenues |
|
131,597 |
|
|
|
101,443 |
|
|
|
381,578 |
|
|
|
323,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits |
|
32,681 |
|
|
|
26,282 |
|
|
|
97,962 |
|
|
|
81,315 |
|
Depreciation and amortization |
|
6,700 |
|
|
|
6,173 |
|
|
|
19,127 |
|
|
|
17,232 |
|
Technology and communications |
|
7,381 |
|
|
|
5,879 |
|
|
|
19,637 |
|
|
|
17,451 |
|
Professional and consulting fees |
|
7,018 |
|
|
|
5,685 |
|
|
|
19,145 |
|
|
|
16,168 |
|
Occupancy |
|
2,802 |
|
|
|
3,528 |
|
|
|
8,549 |
|
|
|
10,332 |
|
Marketing and advertising |
|
2,506 |
|
|
|
2,980 |
|
|
|
8,472 |
|
|
|
8,580 |
|
Clearing costs |
|
2,782 |
|
|
|
1,760 |
|
|
|
7,969 |
|
|
|
5,497 |
|
General and administrative |
|
3,762 |
|
|
|
2,744 |
|
|
|
10,686 |
|
|
|
7,927 |
|
Total expenses |
|
65,632 |
|
|
|
55,031 |
|
|
|
191,547 |
|
|
|
164,502 |
|
Operating income |
|
65,965 |
|
|
|
46,412 |
|
|
|
190,031 |
|
|
|
158,619 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
2,211 |
|
|
|
1,635 |
|
|
|
6,296 |
|
|
|
4,186 |
|
Other, net |
|
(838 |
) |
|
|
(250 |
) |
|
|
(860 |
) |
|
|
(785 |
) |
Total other income |
|
1,373 |
|
|
|
1,385 |
|
|
|
5,436 |
|
|
|
3,401 |
|
Income before income taxes |
|
67,338 |
|
|
|
47,797 |
|
|
|
195,467 |
|
|
|
162,020 |
|
Provision for income taxes |
|
13,336 |
|
|
|
9,203 |
|
|
|
40,838 |
|
|
|
34,999 |
|
Net income |
$ |
54,002 |
|
|
$ |
38,594 |
|
|
$ |
154,629 |
|
|
$ |
127,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Basic |
$ |
1.46 |
|
|
$ |
1.04 |
|
|
$ |
4.17 |
|
|
$ |
3.44 |
|
Diluted |
$ |
1.42 |
|
|
$ |
1.02 |
|
|
$ |
4.08 |
|
|
$ |
3.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
$ |
0.51 |
|
|
$ |
0.42 |
|
|
$ |
1.53 |
|
|
$ |
1.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
37,066 |
|
|
|
36,951 |
|
|
|
37,053 |
|
|
|
36,952 |
|
Diluted |
|
37,995 |
|
|
|
37,828 |
|
|
|
37,913 |
|
|
|
37,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|||||||||||
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
|||||
|
(In thousands) |
|
||||||||||||||
Net income |
$ |
54,002 |
|
|
$ |
38,594 |
|
|
$ |
154,629 |
|
|
$ |
127,021 |
|
|
Net cumulative translation adjustment and foreign currency exchange hedge, net of tax of $1,012, $240, $1,281 and $746, respectively |
|
(1,416 |
) |
|
|
(582 |
) |
|
|
(1,398 |
) |
|
|
(1,602 |
) |
|
Net unrealized gain (loss) on securities available-for-sale, net of tax of $22, $23, $309 and $(66), respectively |
|
70 |
|
|
|
72 |
|
|
|
988 |
|
|
|
(205 |
) |
|
Comprehensive income |
$ |
52,656 |
|
|
$ |
38,084 |
|
|
$ |
154,219 |
|
|
$ |
125,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
5
MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
|
|
Common Stock Voting |
|
|
Additional Paid-In Capital |
|
|
Treasury Stock - Common Stock Voting |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Stockholders' Equity |
|
||||||
|
|
(In thousands) |
|
|||||||||||||||||||||
Balance at January 1, 2019 |
|
$ |
122 |
|
|
$ |
341,860 |
|
|
$ |
(184,962 |
) |
|
$ |
463,252 |
|
|
$ |
(12,394 |
) |
|
$ |
607,878 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
52,522 |
|
|
|
— |
|
|
|
52,522 |
|
Cumulative translation adjustment and foreign currency exchange hedge, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,118 |
|
|
|
1,118 |
|
Unrealized net gain on securities available-for-sale, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
459 |
|
|
|
459 |
|
Stock-based compensation |
|
|
— |
|
|
|
5,196 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,196 |
|
Exercise of stock options |
|
|
— |
|
|
|
172 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
172 |
|
Withholding tax payments on restricted stock vesting and stock option exercises |
|
|
— |
|
|
|
(11,803 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,803 |
) |
Repurchases of common stock |
|
|
— |
|
|
|
— |
|
|
|
(5,184 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5,184 |
) |
Cash dividend on common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,212 |
) |
|
|
— |
|
|
|
(19,212 |
) |
Balance at March 31, 2019 |
|
|
122 |
|
|
|
335,425 |
|
|
|
(190,146 |
) |
|
|
496,562 |
|
|
|
(10,817 |
) |
|
|
631,146 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,105 |
|
|
|
— |
|
|
|
48,105 |
|
Cumulative translation adjustment and foreign currency exchange hedge, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,100 |
) |
|
|
(1,100 |
) |
Unrealized net gain on securities available-for-sale, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
459 |
|
|
|
459 |
|
Stock-based compensation |
|
|
— |
|
|
|
5,929 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,929 |
|
Exercise of stock options |
|
|
— |
|
|
|
350 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
350 |
|
Withholding tax payments on restricted stock vesting and stock option exercises |
|
|
— |
|
|
|
(258 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(258 |
) |
Repurchases of common stock |
|
|
— |
|
|
|
— |
|
|
|
(3,486 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,486 |
) |
Cash dividend on common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,237 |
) |
|
|
— |
|
|
|
(19,237 |
) |
Balance at June 30, 2019 |
|
|
122 |
|
|
|
341,446 |
|
|
|
(193,632 |
) |
|
|
525,430 |
|
|
|
(11,458 |
) |
|
|
661,908 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
54,002 |
|
|
|
— |
|
|
|
54,002 |
|
Cumulative translation adjustment and foreign currency exchange hedge, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,416 |
) |
|
|
(1,416 |
) |
Unrealized net gain on securities available-for-sale, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
70 |
|
|
|
70 |
|
Stock-based compensation |
|
|
— |
|
|
|
7,944 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,944 |
|
Exercise of stock options |
|
|
— |
|
|
|
363 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
363 |
|
Withholding tax payments on restricted stock vesting and stock option exercises |
|
|
— |
|
|
|
(6,210 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,210 |
) |
Repurchases of common stock |
|
|
— |
|
|
|
— |
|
|
|
(2,770 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,770 |
) |
Cash dividend on common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,268 |
) |
|
|
— |
|
|
|
(19,268 |
) |
Balance at September 30, 2019 |
|
$ |
122 |
|
|
$ |
343,543 |
|
|
$ |
(196,402 |
) |
|
$ |
560,164 |
|
|
$ |
(12,804 |
) |
|
$ |
694,623 |
|
The accompanying notes are an integral part of these consolidated financial statements.
6
MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
(Unaudited)
|
|
Common Stock Voting |
|
|
Additional Paid-In Capital |
|
|
Treasury Stock - Common Stock Voting |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Stockholders' Equity |
|
||||||
|
|
(In thousands) |
|
|||||||||||||||||||||
Balance at January 1, 2018 |
|
$ |
121 |
|
|
$ |
331,081 |
|
|
$ |
(159,791 |
) |
|
$ |
353,583 |
|
|
$ |
(10,226 |
) |
|
$ |
514,768 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47,940 |
|
|
|
— |
|
|
|
47,940 |
|
Cumulative translation adjustment and foreign currency exchange hedge, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
268 |
|
|
|
268 |
|
Unrealized net loss on securities available-for-sale, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(334 |
) |
|
|
(334 |
) |
Stock-based compensation |
|
|
— |
|
|
|
3,951 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,951 |
|
Exercise of stock options |
|
|
— |
|
|
|
258 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
258 |
|
Withholding tax payments on restricted stock vesting and stock option exercises |
|
|
— |
|
|
|
(7,621 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,621 |
) |
Repurchases of common stock |
|
|
— |
|
|
|
— |
|
|
|
(6,268 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6,268 |
) |
Cash dividend on common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,798 |
) |
|
|
— |
|
|
|
(15,798 |
) |
Balance at March 31, 2018 |
|
|
121 |
|
|
|
327,669 |
|
|
|
(166,059 |
) |
|
|
385,725 |
|
|
|
(10,292 |
) |
|
|
537,164 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,487 |
|
|
|
— |
|
|
|
40,487 |
|
Cumulative translation adjustment and foreign currency exchange hedge, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,288 |
) |
|
|
(1,288 |
) |
Unrealized net gain on securities available-for-sale, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
57 |
|
|
|
57 |
|
Stock-based compensation |
|
|
— |
|
|
|
3,650 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,650 |
|
Exercise of stock options |
|
|
— |
|
|
|
113 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
113 |
|
Withholding tax payments on restricted stock vesting and stock option exercises |
|
|
— |
|
|
|
(376 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(376 |
) |
Repurchases of common stock |
|
|
— |
|
|
|
— |
|
|
|
(6,636 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6,636 |
) |
Cash dividend on common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,793 |
) |
|
|
— |
|
|