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8-K - FORM 8-K - INTERCONTINENTALEXCHANGE INCt71243_8k.htm

Exhibit 99.1
 
GRAPHIC
 
EARNINGS RELEASE

Investor and Media Contacts:
Kelly Loeffler, VP, Investor Relations & Corp. Communications
IntercontinentalExchange
770-857-4726
kelly.loeffler@theice.com

Melanie Shale, Director of Investor & Public Relations
IntercontinentalExchange
770-857-2532
melanie.shale@theice.com


IntercontinentalExchange Reports 12% increase in Second Quarter Adjusted Diluted EPS of $1.69; GAAP Diluted EPS of $1.64; Revenues up 10% to $325 Million

ATLANTA, GA (August 3, 2011) -- IntercontinentalExchange, Inc. (NYSE: ICE), a leading operator of regulated global exchanges, clearing houses and over-the-counter (OTC) markets, today reported financial results for the second quarter of 2011. Consolidated revenues increased 10% to $325 million. Consolidated net income attributable to ICE was $121 million, up 19% versus the second quarter of 2010. Diluted earnings per share (EPS) increased 21% to $1.64.

Second quarter 2011 adjusted consolidated net income attributable to ICE, which excludes acquisition-related transaction costs during the quarter, grew 11% to $125 million and adjusted diluted EPS increased 12% to $1.69. Please refer to the reconciliation of non-GAAP financial measures included in this press release for more information on adjusted net income attributable to ICE and adjusted diluted EPS.

Said ICE Chairman and CEO Jeffrey C. Sprecher: “ICE’s second quarter results in an uncertain economic and regulatory environment demonstrate our strong position in global energy, agricultural and financial markets. Our continued progress in clearing, new product development and technology has produced a diverse and innovative business model that effectively serves the ongoing risk-management needs of our customers around the world.”

ICE SVP and CFO Scott Hill added: “We continue to deliver consistently strong financial results, extending our multi-year track record of double-digit top- and bottom-line growth. ICE remains focused on delivering consistent growth and long-term customer and shareholder value by executing our strategic plan, investing prudently and managing expense in a disciplined manner.”

Second Quarter 2011 Results
Second quarter 2011 consolidated revenues increased 10% from the second quarter of 2010 to $325 million. Consolidated transaction and clearing revenues increased 9% to $289 million. The increase in transaction and clearing revenue was driven primarily by record trading volume in ICE’s Brent crude and Gasoil futures and options contracts, as well as solid OTC energy volumes.
 
 
 
 

 
 
Transaction and clearing revenues in ICE’s futures segment grew 15% to $149 million in the second quarter. Average daily volume (ADV) in ICE’s futures segment was 1.5 million contracts, up 5% from the prior-year second quarter.

Transaction and clearing revenues in ICE's global OTC segment grew 3% to $140 million in the second quarter of 2011. Average daily commissions (ADC) for ICE’s OTC energy business increased 7% to $1.5 million. Revenues from ICE’s credit default swap (CDS) trade execution and clearing business totaled $41 million in the second quarter of 2011, including $17 million from CDS clearing.

Consolidated market data revenues were a record $31 million in the second quarter of 2011, up 13% from the prior second quarter. Consolidated other revenues were $6 million.

Consolidated operating expenses were $134 million in the quarter, an increase of 14% from the second quarter of 2010. This increase was primarily attributable to an increase in amortization expenses relating to the addition of intangible assets associated with the acquisition of Climate Exchange plc in the third quarter of 2010, and transaction costs associated with the proposed acquisition of NYSE Euronext during the quarter.

Consolidated operating income increased 7% to $191 million in the quarter. Operating margin was 59% in the second quarter of 2011.

The effective tax rate for the second quarter of 2011 was 32% compared to 34% for the prior second quarter.

First Half 2011 Results
Consolidated revenues in the first half of 2011 grew 14% to $659 million. First half futures volumes increased 15% to 191 million contracts, driving futures transaction and clearing revenue growth to $306 million, up 21% from the first half of 2010. ADV in the first half of the year was 1.5 million contracts, up 14% from the first six months of 2010.

Global OTC segment transaction and clearing revenues were $281 million in the first half of the year, up 7% from the first half of 2010. ADC in ICE’s OTC energy markets were $1.6 million in the first half of 2011, up 13% from the same period of 2010. Consolidated market data revenues increased 11% to $60 million and consolidated operating margin was 60% for the first half of 2011.

Cash flows from operations totaled $321 million in the first half of 2011, up 24% year-over-year. Capital expenditures during the first half of 2011 were $14 million and capitalized software development costs totaled $16 million.
 
 
Unrestricted cash and investments were $757 million as of June 30, 2011. At the end of the second quarter, ICE had $457 million in outstanding debt.
 
 
 

 
 
Financial Guidance and Additional Information
·  
ICE expects CDS clearing revenues in the range of $35 million to $37 million in the second half of 2011.
·  
Including capitalized software, ICE expects capital expenditures in the range of $25 million to $28 million in the second half of 2011.
·  
ICE expects transaction costs related to the Cetip investment in the range of $5 million to $8 million for the three months ending September 30, 2011.
·  
ICE's diluted share count for the third quarter of 2011 is expected to be in the range of 73.8 million to 74.8 million weighted average shares outstanding, and the diluted share count for fiscal year 2011 in the range of 74.0 million to 75.0 million weighted average shares outstanding. ICE’s remaining capacity in its share repurchase program is $185 million.

Earnings Conference Call Information
ICE will hold a conference call today, August 3, at 8:30 a.m. ET to review its second quarter 2011 financial results. A live audio webcast of the earnings call will be available on the company's website at www.theice.com under About ICE/Investors & Media. Participants may also listen via telephone by dialing 877-674-6420 from the United States, or 708-290-1370 from outside the United States. Telephone participants should dial in ten minutes prior to the start of the call. The call will be archived on the company's website for replay.

Historical futures volume and OTC commission data can be found at:
http://ir.theice.com/supplemental.cfm

About IntercontinentalExchange
IntercontinentalExchange (NYSE: ICE) is a leading operator of regulated futures exchanges and over-the-counter markets for agricultural, credit, currency, emissions, energy and equity index contracts. ICE Futures Europe hosts trade in half of the world’s crude and refined oil futures. ICE Futures U.S. and ICE Futures Canada list agricultural, currencies and Russell Index markets. ICE is also a leading operator of central clearing services for the futures and over-the-counter markets, with five regulated clearing houses across North America and Europe. ICE serves customers in more than 70 countries. www.theice.com  

The following are trademarks of IntercontinentalExchange, Inc. and/or its affiliated companies: IntercontinentalExchange, IntercontinentalExchange & Design, ICE, ICE and block design, ICE Futures Canada, ICE Futures Europe, ICE Futures U.S., ICE Trust, ICE Clear Europe, ICE Clear U.S., ICE Clear Canada, The Clearing Corporation, U.S. Dollar Index, ICE Link and Creditex. All other trademarks are the property of their respective owners. For more information regarding registered trademarks owned by IntercontinentalExchange, Inc. and/or its affiliated companies, see https://www.theice.com/terms.jhtml.

Forward-Looking Statements
This press release may contain "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements regarding IntercontinentalExchange's business that are not historical facts are forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. These statements are not guarantees of future performance and actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statement. The factors that might affect our performance include, but are not limited to: our business environment and industry trends; conditions in global financial markets; domestic and international economic conditions, including the U.S. government’s negotiations to increase the U.S. debt ceiling; volatility in commodity prices; changes in laws and regulations; increasing competition and consolidation in our industry; our ability to identify and effectively pursue acquisitions and strategic alliances and successfully integrate the companies we acquire on a cost-effective basis; the success of our clearing houses and our ability to minimize the risks associated with operating multiple clearing houses in multiple jurisdictions; technological developments, including clearing developments; the accuracy of our cost estimates and expectations, including, without limitation, those set forth in this press release under "Financial Guidance and Additional Information"; our belief that cash flows will be sufficient to service our debt and fund our working capital needs and capital expenditures at least through the end of 2012; our ability to develop new products and services; protecting our intellectual property rights; not violating the intellectual property rights of others; potential adverse litigation results; our belief in our electronic platform and disaster recovery system technologies; identification of trends and how they will impact our business; and our ability to gain access to comparable products and services if our key technology contracts were terminated. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE's Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE's most recent Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with the SEC on February 9, 2011, and ICE’s Quarterly Report on Form 10-Q that is expected to be filed on or around August 3, 2011.  These filings are also available in the Investors & Media section of our website. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except for any obligations to disclose material information under the Federal securities laws, ICE undertakes no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this press release

 
 

 
 
Consolidated Unaudited Financial Statements
IntercontinentalExchange, Inc. and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
             
             
 
 
 
Six Months Ended
June 30,
   
Three Months Ended
June 30,
 
 
 
2011
   
2010
   
2011
   
2010
 
Revenues:
                       
Transaction and clearing fees, net
  $ 587,550     $ 515,922     $ 288,540     $ 264,860  
Market data fees
    60,119       54,039       30,699       27,186  
Other
    11,829       7,814       5,979       4,109  
Total revenues
    659,498       577,775       325,218       296,155  
Operating expenses:
Compensation and benefits
    123,814       117,110       62,176       58,870  
Professional services
    16,227       16,578       8,422       8,029  
Acquisition-related transaction costs
    9,314       2,043       5,877       1,498  
Selling, general and administrative
    49,699       43,806       25,028       21,549  
Depreciation and amortization
    65,968       56,128       32,837       27,914  
Total operating expenses
    265,022       235,665       134,340       117,860  
Operating income
    394,476       342,110       190,878       178,295  
Other income (expense):
                               
Interest and investment income
    1,834       1,066       846       340  
Interest expense
    (16,577 )     (14,612 )     (8,371 )     (7,502 )
Other expense, net
    (561 )     (16,013 )     (285 )     (15,317 )
Total other expense, net
    (15,304 )     (29,559 )     (7,810 )     (22,479 )
Income before income taxes
    379,172       312,551       183,068       155,816  
Income tax expense
    124,646       106,506       58,696       53,289  
Net income
  $ 254,526     $ 206,045     $ 124,372     $ 102,527  
Net income attributable to noncontrolling interest
    (4,257 )     (3,194 )     (3,007 )     (839 )
Net income attributable to IntercontinentalExchange, Inc.
  $ 250,269     $ 202,851     $ 121,365     $ 101,688  
                                 
Earnings per share attributable to IntercontinentalExchange, Inc. common shareholders:
                               
Basic
  $ 3.41     $ 2.75     $ 1.65     $ 1.37  
Diluted
  $ 3.37     $ 2.72     $ 1.64     $ 1.36  
Weighted average common shares outstanding:
                               
Basic
    73,435       73,818       73,437       73,960  
Diluted
    74,169       74,645       74,138       74,763  
                                 
                                 
                                 
 
 
 

 
 
IntercontinentalExchange, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
 
   
June 30,
2011
   
Dec. 31,
2010
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 756,674     $ 621,792  
Short-term restricted cash
    70,720       75,113  
Short-term investments
          1,999  
Customer accounts receivable
    165,758       114,456  
Margin deposits and guaranty funds
    26,890,055       22,712,281  
Prepaid expenses and other current assets
    48,347       50,137  
Total current assets
    27,931,554       23,575,778  
Property and equipment, net
    99,458       94,503  
Other noncurrent assets:
               
Goodwill
    1,938,854       1,916,055  
Other intangible assets, net
    899,717       890,818  
Long-term restricted cash
    146,495       144,174  
Other noncurrent assets
    24,795       20,931  
Total other noncurrent assets
    3,009,861       2,971,978  
Total assets
  $ 31,040,873     $ 26,642,259  
LIABILITIES AND EQUITY
               
Current liabilities:
               
Accounts payable and accrued liabilities
  $ 82,086     $ 65,162  
Accrued salaries and benefits
    38,436       53,769  
Current portion of licensing agreement
    22,668       18,268  
Current portion of long-term debt
    267,250       252,750  
Income taxes payable
    26,767       6,307  
Margin deposits and guaranty funds
    26,890,055       22,712,281  
Other current liabilities
    45,773       18,847  
Total current liabilities
    27,373,035       23,127,384  
                 
Noncurrent liabilities:
               
Noncurrent deferred tax liability, net
    265,217       268,249  
Long-term debt
    190,000       325,750  
Noncurrent portion of licensing agreement
    84,622       60,325  
Other noncurrent liabilities
    41,469       43,786  
Total noncurrent liabilities
    581,308       698,110  
Total liabilities
    27,954,343       23,825,494  
                 
EQUITY
               
IntercontinentalExchange, Inc. shareholders’ equity:
               
Common stock
    789       785  
Treasury stock, at cost
    (489,145 )     (453,822 )
Additional paid-in capital
    1,781,789       1,745,424  
Retained earnings
    1,697,692       1,447,423  
Accumulated other comprehensive income
    58,078       37,740  
Total IntercontinentalExchange, Inc. shareholders’ equity 
    3,049,203       2,777,550  
Noncontrolling interest in consolidated subsidiaries
    37,327       39,215  
Total equity
    3,086,530       2,816,765  
Total liabilities and equity
  $ 31,040,873     $ 26,642,259  
                 

 
 

 
 
Non-GAAP Financial Measures and Reconciliation
 
Below we provide adjusted net income attributable to ICE and adjusted earnings per share attributable to ICE common shareholders as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions. When viewed in conjunction with our U.S. generally accepted accounting principles (GAAP) results, and the accompanying reconciliation, we believe that our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparison of results because the items described below are not part of our core business. These measures are not in accordance with, or an alternative to, GAAP, and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We strongly recommend that investors review the GAAP financial measures included in our Quarterly Report on Form 10-Q for the period ended June 30, 2011, including our consolidated financial statements and the notes thereto.
 
During the six months and three months ended June 30, 2011 and 2010, we recognized acquisition-related transaction costs as we continued to explore acquisitions and other strategic opportunities to strengthen our competitive position and support our growth, including transaction costs relating to the potential acquisition of NYSE Euronext that we incurred during the six and three months ended June 30, 2011 and transaction costs relating to the acquisition of CLE that we incurred during the six and three months ended June 30, 2010. During the six and three months ended June 30, 2010, we incurred a $14.3 million loss on a currency hedge that was purchased at the time of the CLE transaction announcement. The tax effects of these items are calculated by applying specific legal entity and jurisdictional marginal tax rates. Adjusted net income attributable to ICE for the periods presented below is calculated by adding net income attributable to ICE, the acquisition-related transaction costs and the loss on the hedge related to the CLE acquisition, which costs are not part of our core business, and their related income tax effect.
 
The following table reconciles net income attributable to ICE to adjusted net income attributable to ICE and calculates adjusted earnings per share attributable to ICE common shareholders as follows for the following periods (in thousands, except per share amounts):
 
   
Six Months Ended
   
Three Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Net income attributable to ICE
  $ 250,269     $ 202,851     $ 121,365     $ 101,688  
Add: Acquisition-related transaction costs
    9,314       2,043       5,877       1,498  
Add: Loss on hedge related to CLE acquisition
          14,278             14,278  
Less: Income tax benefit effect related to the items above
    (3,458 )     (4,570 )     (2,157 )     (4,417 )
     Adjusted net income attributable to ICE
  $ 256,125     $ 214,602     $ 125,085     $ 113,047  
Earnings per share attributable to ICE common shareholders
                               
  Basic
  $ 3.41     $ 2.75     $ 1.65     $ 1.37  
  Diluted
  $ 3.37     $ 2.72     $ 1.64     $ 1.36  
Adjusted earnings per share attributable to ICE common shareholders:
                               
  Adjusted basic
  $ 3.49     $ 2.91     $ 1.70     $ 1.53  
  Adjusted diluted
  $ 3.45     $ 2.87     $ 1.69     $ 1.51  
Weighted average common shares outstanding:
                               
  Basic
    73,435       73,818       73,437       73,960  
  Diluted
    74,169       74,645       74,138       74,763  


ICE-CORP