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8-K - 8-K - Cboe Global Markets, Inc.a12-4354_18k.htm

Exhibit 99.1

 

400 South LaSalle Street

Chicago, IL  60605

www.cboe.com

http://cboenews.com

http://ir.cboe.com

NEWS RELEASE 

 

 

CBOE HOLDINGS, INC. REPORTS SOLID FOURTH QUARTER AND RECORD FULL-YEAR 2011 FINANCIAL RESULTS

 

Fourth Quarter Financial Highlights

 

·

Adjusted Operating Revenues Increase 6 Percent to $120.2 Million(1)

 

 

·

Adjusted Net Income Allocated to Common Stockholders Increases 10 Percent to $33.2 Million(1); Adjusted Diluted EPS Up 19 Percent to $0.37(1)

 

 

·

GAAP Net Income Allocated to Common Stockholders Increases 2 Percent to $31.3 Million; Diluted EPS Up 13 Percent to $0.35 Compared to $0.31 in Prior Year

 

2011 Full-Year Records

 

·

Adjusted Operating Revenues of $508.1 Million Increases 17 Percent(1)

 

 

·

Adjusted Net Income Allocated to Common Stockholders Increases 38 Percent to $143.7 Million(1); Adjusted Diluted EPS Up 47 Percent to $1.60(1)

 

 

·

GAAP Net Income Allocated to Common Stockholders Increases 40 Percent to $137.1 Million; Diluted EPS Up 48 Percent to $1.52 Compared to $1.03 in Prior Year

 

 

·

Adjusted Operating Margin of 48.4 Percent(1)

 

 

·

Average Daily Trading Volume of 4.83 Million Contracts, Up 8 Percent

 

 

CHICAGO, February 9, 2012 - CBOE Holdings, Inc. (NASDAQ: CBOE) today reported GAAP net income allocated to common stockholders of $31.3 million, or $0.35 per diluted share, in the fourth quarter 2011 compared with $30.7 million, or $0.31 per diluted share in the fourth quarter of 2010.  On an adjusted basis, net income allocated to common stockholders increased 10 percent to $33.2 million, or $0.37 per diluted share, compared with $30.2 million, or $0.31 per diluted share, in the prior year period.  Adjusted operating revenues for the fourth quarter were $120.2 million, an increase of 6 percent compared to $113.0 million in 2010’s fourth quarter.

 


(1) A full reconciliation of CBOE Holdings’ non-GAAP results to its GAAP results for the reporting periods is included in the attached tables. See “Non-GAAP Information” in the accompanying financial tables.

 



 

For the year ended December 31, 2011, CBOE Holdings reported record revenues and earnings.  GAAP net income allocated to common stockholders increased 40 percent to $137.1 million, or $1.52 per diluted share, on total operating revenues of $508.1 million.  For the comparable period in 2010, the company reported GAAP net income allocated to common stockholders of $98.2 million, or $1.03 per diluted share, on operating revenues of $437.1 million.  On an adjusted basis, net income allocated to common stockholders increased 38 percent to $143.7 million from $104.2 million in 2010, while adjusted diluted earnings per share grew 47 percent to $1.60 from $1.09 in 2010.

 

CBOE Holdings’ financial results for the three and twelve months ended December 31, 2011 and 2010 included certain items and allocations that management believes are not representative of its operating performance.  Financial measures presented on an adjusted basis exclude these items to present a more meaningful comparison.  More information on the adjusted financial measures and a detailed analysis are included in the “Non-GAAP Information.”

 

“2011 was a record year for CBOE Holdings as we set new highs across our key financial metrics, including revenues, earnings, trading volume and operating margin.  Thanks to the expertise and dedication of our employees, we continued to meet the needs of our customers throughout the year by offering the industry’s most diverse product line, unparalleled customer service, and trading technology that is second to none,” said William J. Brodsky, CBOE Holdings Chairman and Chief Executive Officer.  “As a result, our company is stronger than ever and well positioned for future growth and to generate increased financial returns for our stockholders.”

 

“Our solid fourth quarter results cap an outstanding year for CBOE Holdings as we set new records for both top-line and bottom-line financial measures for 2011.  Throughout the year we continued to demonstrate strong expense control, delivering a record adjusted operating margin of 48.4 percent for 2011,” said Alan J. Dean, CBOE Holdings Executive Vice President and Chief Financial Officer.  “Our strong cash flow enabled us to return nearly $92 million to stockholders through dividends and share repurchases, bringing the total returned to stockholders over the past 18 months to more than $525 million.  In addition, we ended the year with a strong cash position of more than $135 million, providing us with the flexibility to continue to enhance share value through both internal investments and other capital allocation opportunities,” Dean added.

 



 

The table below highlights CBOE Holdings’ operating results for the comparative quarters and twelve-month periods ended December 31, 2011 and 2010.

 

Key Statistics and Financial Highlights:

 

(in millions, except per share and fee per contract)

 

4Q 2011

 

4Q 2010

 

Y/Y
Change

 

YTD 2011

 

YTD 2010

 

Y/Y
Change

 

Key Statistics:

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Daily Volume (options and futures) (1)

 

4.30

 

4.26

 

1

%

4.83

 

4.46

 

8

%

Total Trading Volume (options and futures)

 

270.9

 

272.8

 

-1

%

1,216.9

 

1,123.4

 

8

%

Average Transaction Fee Per Contract

 

$

0.321

 

$

0.293

 

10

%

$

0.307

 

$

0.294

 

4

%

GAAP Financial Highlights:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Revenues

 

$

120.2

 

$

117.4

 

2

%

$

508.1

 

$

437.1

 

16

%

Total Operating Expenses

 

67.5

 

65.5

 

3

%

266.5

 

269.8

 

-1

%

Operating Income

 

52.7

 

51.9

 

2

%

241.6

 

167.3

 

44

%

Operating Margin %

 

43.8

%

44.2

%

- 40

bps

47.6

%

38.3

%

930

bps

Net Income

 

$

31.8

 

$

31.4

 

1

%

$

139.4

 

$

99.4

 

40

%

Net Income Allocated to Common Stockholders

 

$

31.3

 

$

30.7

 

2

%

$

137.1

 

$

98.2

 

40

%

Diluted EPS

 

$

0.35

 

$

0.31

 

13

%

$

1.52

 

$

1.03

 

48

%

Weighted Average Shares Outstanding

 

89,397

 

97,802

 

-9

%

89,994

 

95,754

 

-6

%

Adjusted Financial Highlights (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Revenues

 

$

120.2

 

$

113.0

 

6

%

$

508.1

 

$

432.7

 

17

%

Total Operating Expenses

 

63.8

 

63.5

 

%

262.4

 

256.8

 

2

%

Operating Income

 

56.4

 

49.5

 

14

%

245.7

 

175.9

 

40

%

Operating Margin %

 

46.9

%

43.8

%

310

bps

48.4

%

40.7

%

770

bps

Net Income

 

$

33.7

 

$

30.9

 

9

%

$

146.1

 

$

105.5

 

38

%

Net Income Allocated to Common Stockholders

 

$

33.2

 

$

30.2

 

10

%

$

143.7

 

$

104.2

 

38

%

Diluted EPS

 

$

0.37

 

$

0.31

 

19

%

$

1.60

 

$

1.09

 

47

%

 


(1) Trading days in the fourth quarter of 2011 and 2010 totaled 63 and 64, respectively.

(2) A full reconciliation of our non-GAAP results to our GAAP results for the 2011 and 2010 reporting periods is included in the attached tables.

 

Revenues

 

Adjusted operating revenues in the fourth quarter of 2011 increased $7.2 million, or 6 percent, to $120.2 million from $113.0 million in 2010’s fourth quarter.  This increase primarily reflects a $7.2 million increase in transaction fees and a $0.7 million increase in exchange services and other fees, offset somewhat by a $1.3 million decrease in access fees.  Access fees declined primarily due to the implementation of a sliding fee scale for certain trading permits effective January 2011.  Exchange services and other fees were up primarily due to fee increases for certain user services versus the fourth quarter of 2010.

 

Transaction fees increased 9 percent for the quarter due to a 10 percent increase in the average transaction fee per contract, offset slightly by a 1 percent decrease in trading volume compared with the fourth quarter of 2010.  Trading volume for the fourth quarter was 270.9 million contracts, or 4.30 million contracts per day, versus 2010’s fourth quarter volume of 272.8 million contracts, or 4.26 million contracts per day.  The average transaction fee per contract increased to $0.321 compared with $0.293 in the fourth quarter of 2010.

 



 

The increase in the average transaction fee per contract resulted primarily from a shift in trading volume mix, with higher-margin index options and futures contracts accounting for 28.9 percent of total contracts traded during the quarter versus 23.8 percent in the fourth quarter of 2010.  The average transaction fee per contract represents total transaction fee revenue divided by total reported trading volume for CBOE, C2 Options Exchange (C2) and CBOE Futures Exchange (CFE).

 

Adjusted Operating Expenses

 

Adjusted operating expenses of $63.8 million for the fourth quarter of 2011 was nearly flat compared with $63.5 million in the fourth quarter of 2010.  Adjusted operating expenses for the fourth quarters of 2011 and 2010 exclude $3.7 million for severance paid pursuant to an executive employment contract and $2.0 million for accelerated stock-based compensation expense, respectively.

 

The company’s core operating expenses of $41.5 million for the fourth quarter of 2011 increased by $1.5 million, or 4.0 percent, compared with last year’s fourth quarter, primarily driven by increases in travel and promotional expenses and employee costs, offset somewhat by lower data processing expenses.  Travel and promotional expenses were up due to an increase in advertising to support the launch of SPXpm.  The increase in employee costs was primarily related to higher expenses for employee benefits.

 

Core operating expenses represent total operating expenses less volume-based expenses, depreciation and amortization, accelerated stock-based compensation expense and unusual or one-time expenses.

 

Volume-based expenses, which include royalty fees and trading volume incentives, were $14.8 million in the fourth quarter of 2011, a decrease of $0.6 million, or 4 percent, compared with the same period last year.  This decrease reflects a $2.6 million increase in royalty fees, which are directly related to higher trading volume in licensed index products, offset by a $3.2 million decrease in trading volume incentives.  The decline in trading volume incentives primarily resulted from changes to the program criteria.

 

Adjusted Operating Margin

 

The company’s adjusted operating margin increased 310 basis points to 46.9 percent for the fourth quarter of 2011, compared with 43.8 percent in the same period in 2010, representing the company’s sixth consecutive quarter of year-over-year operating margin increases.  The adjusted operating margin for the full-year 2011 was 48.4 percent, the highest annual level in the company’s history.

 

Effective Tax Rate

 

The GAAP effective tax rate for the fourth quarter increased to 39.2 percent from 37.2 percent in last year’s fourth quarter, primarily due to the impact of an increase in the Illinois tax rate effective January 1, 2011, offset somewhat by tax benefits recorded in the fourth quarter to recognize tax credits and the adjustment of deferred tax positions.

 

The adjusted effective tax rate, which excludes the benefit for tax credits related to prior years, was 39.8 percent compared with 37.2 percent for the fourth quarter of 2010.

 

Fourth Quarter 2011 Operational Highlights and Recent Developments

 

·                  On October 4, the company’s all-electronic exchange, C2, began trading SPXpm options, the company’s new S&P 500 Index options product.

 

·                  On November 1, CBOE Executive Vice Chairman Edward T. Tilly succeeded Edward J. Joyce as President and Chief Operating Officer of CBOE Holdings, CBOE and C2. Mr. Joyce stepped down for medical reasons after serving as President and Chief Operating Officer since June 2000.

 



 

·                  On December 12, CBOE Futures Exchange, LLC (CFE) announced that James F. Lubin, a 30-year veteran of the futures industry, had been named Managing Director of CFE to lead CFE’s strategic direction.

 

·                  On December 13, the company announced its investment in the Intellectual Property Exchange International (IPXI), the first financial exchange focused on intellectual property. In addition, CBOE Executive Vice President Richard DuFour was named to IPXI’s board of directors.

 

·                  On January 9, CFE launched trading in security futures on the CBOE Emerging Markets ETF Volatility Index (Index ticker: VXEEM; futures symbol: VXEM). Options on VXEEM were launched on January 31, 2012 at CBOE.

 

·                  On February 1, the company reported that average daily volume (ADV) for total options in January 2012 was 4.52 million contracts, a 27 percent increase from December 2011 ADV of 3.55 million contracts and a 15 percent decrease from January 2011 ADV of 5.29 million contracts. In addition, CFE reported ADV of 40,564 contracts in January 2012, up 4 percent compared with 38,908 per day during January 2011 and a 31 percent increase from 30,885 contracts per day in December 2011.

 

·                  On February 2, CFE launched trading in futures on the Radar Logic 25-Metropolitan Statistical Area (MSA) RPX Composite Index (ticker symbol: RPXCP), which tracks values of the U.S. residential housing market as a whole.

 

Share Repurchase Plan

 

During the fourth quarter of 2011, the company repurchased 1,236,100 shares of its common stock at an average price of $25.97 per share, for approximately $32 million.  The shares were purchased as part of the company’s $100 million share repurchase plan that was authorized on August 2, 2011.  Over the last five months of 2011, the company used $47 million to repurchase 1,836,000 shares of common stock at an average price of $25.59 per share.

 

As of December 31, 2011, the company had approximately $53 million remaining on its existing stock repurchase authorization.

 

Dividends

 

As announced on February 8, 2012, CBOE Holdings’ Board of Directors declared a quarterly dividend of $0.12 per share, payable March 23, 2012 to shareholders of record on March 2, 2012.

 

2012 Fiscal Year Financial Guidance

 

CBOE Holdings currently expects the following for the year ended December 31, 2012:

 

·                  The company expects revenue from exchange services and other fees to be in the range of $24.0 million to $26.0 million, a projected increase of about $6.0 million to $8.0 million from $18.2 million reported in 2011. This increase primarily reflects higher fees related to connectivity charges, registration fees and co-location fees.

 

·                  Consolidated access fees are expected to be in a range of $64.0 million to $67.0 million, reflecting the expected net impact of access fee changes implemented on January 3, 2012.

 

·                  Core expenses are expected to be in the range of $173.0 million to $178.0 million. The company expects core expenses to be at the low end of the guidance range if volume in 2012 is flat to up 4 percent and at the high end of the

 



 

range if volume growth is 5 percent or higher. The projected increase in core expenses in 2012 reflects the carryover of projects deferred in 2011 and additional expenses to support revenue growth initiatives.

 

·                  Continuing stock-based compensation expense, included in core expenses above, is expected to be in the range of $12.2 million to $12.7 million for the full year.

 

·                  The consolidated effective tax rate is expected to be in the range of 41.2 percent to 41.7 percent for the year ended December 31, 2012. Significant changes in trading volume, expenses, state and local tax rates and other items, including ongoing state and federal tax audits, could materially impact this expectation.

 

·                  Depreciation and amortization expense is expected to be in the range of $33.0 million to $35.0 million.

 

·                  Capital expenditures are projected in the range of $30.0 million to $35.0 million, primarily driven by ongoing investments in systems hardware and software that enhance trading technology.

 

Earnings Conference Call

 

Executives of CBOE Holdings will host a conference call to review its fourth quarter financial results today, February 9, 2012, at 8:30 a.m. ET/7:30 a.m. CT.  The conference call and any accompanying slides will be publicly available via live webcast from the Investor Relations section of the company’s website at www.cboe.com under Events & Presentations.  Participants may also listen via telephone by dialing (877) 372-0876 from the United States or Canada, or (253) 237-1167 for international callers.  Telephone participants should place calls 10 minutes prior to the start of the call.

 

The webcast will be archived on the company’s website for replay.  A telephone replay of the earnings call also will be available from approximately 11:00 a.m. CT, February 9, through 11:00 p.m. CT, February 23, 2012, by calling (800) 585-8367 within the U.S. and Canada, or (404) 537-3406 for international callers, using replay code 37608845.

 

About CBOE Holdings

 

CBOE Holdings, Inc. is the holding company for Chicago Board Options Exchange (CBOE) and other subsidiaries.  CBOE, the largest U.S. options exchange and creator of listed options, continues to set the bar for options trading through product innovation, trading technology and investor education. CBOE offers equity, index and ETF options, including proprietary products, such as S&P 500 options (SPX), the most active U.S. index option, and options on the CBOE Volatility Index (the VIX Index). Other products engineered by CBOE include equity options, security index options, LEAPS options, FLEX options, and benchmark products such as the CBOE S&P 500 BuyWrite Index (BXM). CBOE’s Hybrid Trading System incorporates electronic and open-outcry trading and is powered by CBOEdirect, a proprietary, state-of-the-art electronic platform that also supports the C2 Options Exchange (C2), CBOE Futures Exchange (CFE), CBOE Stock Exchange (CBSX) and OneChicago. CBOE is home to the world-renowned Options Institute and www.cboe.com, named “Best of the Web” for options information and education. CBOE is regulated by the Securities and Exchange Commission (SEC), with all trades cleared by the OCC.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are those statements that reflect our expectations, assumptions or projections about the future and involve a number of risks and uncertainties.  These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause actual results to differ materially from that expressed or implied by the forward-looking statements, including: legislative or regulatory changes; changes in law or government policy; increasing competition; loss of our exclusive licenses; decrease in trading volumes; an inability to introduce competitive new products and services; competitive pressures on our existing products, services and trading access fees; changes in price levels and volatility in the derivatives and equity markets; economic, political and market conditions; increases in our fixed costs and expenses; loss of existing customers; difficulty developing strategic relationships and attracting new customers; increased costs related to, or the loss of, intellectual property; rapid technological developments; increases in trading volume and order transaction traffic that we cannot accommodate; our ability to maintain our growth effectively; damage to our reputation and brand name; loss of market data revenue; detrimental changes to our fee structure; failure to effectively monitor and manage our risks; customer consolidation; and changes to the tax treatment for options trading.

 



 

More detailed information about factors that may affect our performance may be found in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2010 and other filings made from time to time with the SEC.

 

The condensed consolidated statements of income, balance sheets and statements of cash flows are unaudited and subject to reclassification.

 

CBOE Media Contacts:

 

 

 

Analyst Contact:

 

 

 

 

 

Gail Osten

 

Gary Compton

 

Debbie Koopman

(312) 786-7123

 

(312) 786-7612

 

(312) 786-7136

osten@cboe.com

 

comptong@cboe.com

 

koopman@cboe.com

 

Trademarks:

 

CBOE®, Chicago Board Options Exchange®, CBOEdirect®, CBOE Volatility Index®, VIX®, FLEX®, Hybrid®, LEAPS®, CFE®, CBSX® and CBOE Stock Exchange® are registered trademarks and SPXSM, BXMSM, BuyWriteSM, The Options InstituteSM, CBOE Futures ExchangeSM, and VXEEMSM and VXEMSM are service marks of CBOE.  Standard & Poor’s®, S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC and have been licensed for use by CBOE and C2.  C2SM, C2 Options Exchange SM and SPXpmSM are service marks of C2 Options Exchange, Incorporated.  All other trademarks and service marks are the property of their respective owners.

 



 

CBOE Holdings, Inc.

 

Selected Quarterly Operating Statistics

 

Average Daily Volume by Product (in thousands)

 

 

 

4Q 2011

 

3Q 2011

 

2Q 2011

 

1Q 2011

 

4Q 2010

 

Trading Days

 

63

 

64

 

63

 

62

 

64

 

PRODUCT:

 

 

 

 

 

 

 

 

 

 

 

Equities

 

1,695

 

1,968

 

1,936

 

2,604

 

2,260

 

Indexes

 

1,202

 

1,590

 

1,114

 

1,172

 

984

 

Exchange-traded funds

 

1,366

 

1,861

 

1,349

 

1,263

 

990

 

Total Options Average

 

4,263

 

5,419

 

4,399

 

5,039

 

4,234

 

Futures

 

38

 

62

 

48

 

42

 

28

 

Total Average Daily Volume

 

4,301

 

5,481

 

4,447

 

5,081

 

4,262

 

 

Average Transaction Fee Per Contract by Product

 

 

 

4Q 2011

 

3Q 2011

 

2Q 2011

 

1Q 2011

 

4Q 2010

 

PRODUCT:

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

0.167

 

$

0.159

 

$

0.169

 

$

0.160

 

$

0.177

 

Indexes

 

0.631

 

0.605

 

0.627

 

0.604

 

0.590

 

Exchange-traded funds

 

0.212

 

0.192

 

0.202

 

0.207

 

0.224

 

Total Options Average Transaction Fee

 

0.312

 

0.301

 

0.295

 

0.275

 

0.284

 

Futures

 

1.329

 

1.371

 

1.477

 

1.507

 

1.679

 

Total Average Transaction Fee Per Contract

 

$

0.321

 

$

0.313

 

$

0.308

 

$

0.285

 

$

0.293

 

 

Transaction Fees by Product (in thousands)

 

 

 

4Q 2011

 

3Q 2011

 

2Q 2011

 

1Q 2011

 

4Q 2010

 

PRODUCT:

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

17,860

 

$

20,019

 

$

20,582

 

$

25,820

 

$

25,570

 

Indexes

 

47,808

 

61,524

 

44,028

 

43,936

 

37,151

 

Exchange-traded funds

 

18,230

 

22,836

 

17,120

 

16,215

 

14,165

 

Total Options Fees

 

$

83,898

 

$

104,379

 

$

81,730

 

$

85,971

 

$

76,886

 

Futures

 

3,149

 

5,461

 

4,510

 

3,968

 

3,000

 

Total Transaction Fees

 

$

87,047

 

$

109,840

 

$

86,240

 

$

89,939

 

$

79,886

 

 



 

Non-GAAP Information

 

In addition to disclosing results determined in accordance with GAAP, CBOE Holdings has disclosed certain non-GAAP measures of operating performance.  The non-GAAP measures provided in this press release include core operating expenses, adjusted operating revenues, adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted effective tax rate, adjusted net income, adjusted net income allocated to common stockholders and adjusted diluted earnings per share.

 

Management believes that the non-GAAP financial measures presented in this press release, including adjusted net income and core operating expenses, provide useful and comparative information to assess trends in our core operations and a means to evaluate period-to-period comparisons.  Non-GAAP financial measures disclosed by management, including adjusted diluted EPS, are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results.  These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies.

 

The table below shows core operating expenses, which is the company’s operating expenses after excluding (i) volume-based expenses, (ii) depreciation and amortization expense, (iii) accelerated stock-based compensation expense and (iv) other unusual or one-time expenses.

 

 

 

Three months ended December 31

 

Twelve months ended December 31

 

(in thousands)

 

2011

 

2010

 

2011

 

2010

 

Total Operating Expenses

 

$

67,529

 

$

65,537

 

$

266,512

 

$

269,763

 

Less:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

7,506

 

8,190

 

34,094

 

29,891

 

Accelerated stock-based compensation expense

 

 

2,004

 

453

 

12,968

 

Severance expense pursuant to executive employment agreement

 

3,709

 

 

3,709

 

 

Volume-based expenses:

 

 

 

 

 

 

 

 

 

Royalty fees

 

12,346

 

9,710

 

47,822

 

41,353

 

Trading volume incentives

 

2,440

 

5,665

 

14,239

 

21,294

 

Core Operating Expenses (non-GAAP):

 

$

41,528

 

$

39,968

 

$

166,195

 

$

164,257

 

Less: Continuing stock-based compensation expense

 

(3,010

)

(3,233

)

(12,166

)

(7,833

)

Core Operating Expenses Excluding Continuing Stock-Based Compensation (non-GAAP)

 

$

38,518

 

$

36,735

 

$

154,029

 

$

156,424

 

 

 

 

 

 

 

 

 

 

 

Detail of Core Operating Expenses Excluding Continuing Stock-Based Compensation (non-GAAP)

 

 

 

 

 

 

 

 

 

Employee costs

 

$

21,550

 

$

20,586

 

$

88,126

 

$

85,442

 

Data processing

 

4,263

 

4,960

 

17,933

 

19,501

 

Outside services

 

6,657

 

6,788

 

27,310

 

31,245

 

Travel and promotional expenses

 

3,345

 

1,672

 

9,812

 

9,569

 

Facilities costs

 

1,426

 

1,662

 

5,400

 

5,801

 

Other expenses

 

1,277

 

1,067

 

5,448

 

4,866

 

Total

 

$

38,518

 

$

36,735

 

$

154,029

 

$

156,424

 

 



 

The table below shows the reconciliation of each financial measure from GAAP to non-GAAP.  The non-GAAP financial measures exclude the impact of those items detailed in the footnotes below and are referred to as adjusted financial measures.

 

 

 

Three months ended December 31, 2011

 

Three months ended December 31, 2010

 

 

 

 

 

Items Impacting Results

 

After
Considering

 

 

 

Items Impacting Results

 

After
Considering

 

(in thousands, except per share amounts)

 

Reported
(GAAP)

 

Operating
Expenses(1)

 

Income Tax (2)

 

Items (non-
GAAP)

 

Reported
(GAAP)

 

Operating
Revenues (3)

 

Operating
Expenses (1)

 

Other
Expense (4)

 

Items (non-
GAAP)

 

Total Operating Revenues

 

$

120,208

 

 

 

 

 

$

120,208

 

$

117,391

 

(4,406

)

 

 

 

 

$

112,985

 

Total Operating Expenses

 

67,529

 

(3,709

)

 

 

63,820

 

65,537

 

 

 

(2,004

)

 

 

63,533

 

Operating Income

 

52,679

 

3,709

 

 

 

56,388

 

51,854

 

(4,406

)

2,004

 

 

 

49,452

 

Operating Margin

 

43.8

%

 

 

 

 

46.9

%

44.2

%

 

 

 

 

 

 

43.8

%

Total Other Income /(Expense)

 

(343

)

 

 

 

 

(343

)

(1,898

)

 

 

 

 

1,620

 

(278

)

Income Before Income Taxes

 

52,336

 

3,709

 

 

 

56,045

 

49,956

 

(4,406

)

2,004

 

1,620

 

49,174

 

Income Tax Provision

 

20,529

 

1,478

 

322

 

22,329

 

18,579

 

(1,638

)

745

 

602

 

18,288

 

Effective Income Tax Rate

 

39.2

%

 

 

0.6

%

39.8

%

37.2

%

 

 

 

 

 

 

37.2

%

Net Income

 

$

31,807

 

$

2,231

 

$

(322

)

$

33,716

 

$

31,377

 

$

(2,768

)

$

1,259

 

$

1,018

 

$

30,886

 

Net Income Allocated to Participating Securities

 

(520

)

(37

)

5

 

(552

)

(690

)

61

 

(28

)

(22

)

(679

)

Net Income Allocated to Common Stockholders

 

$

31,287

 

$

2,194

 

$

(317

)

$

33,164

 

$

30,687

 

$

(2,707

)

$

1,231

 

$

996

 

$

30,207

 

Diluted Net Income per Share Allocated to Common Stockholders

 

$

0.35

 

$

0.02

 

$

 

$

0.37

 

$

0.31

 

$

(0.03

)

$

0.01

 

$

0.01

 

$

0.31

 

 

 

 

Twelve months ended December 31, 2011

 

Twelve months ended December 31, 2010

 

 

 

 

 

 

Items Impacting Results

 

After
Considering

 

 

 

Items Impacting Results

 

After
Considering

 

 

(in thousands, except per share amounts)

 

Reported
(GAAP)

 

Operating
Expenses (1)

 

Other
Expense (4)

 

Income
Tax (2)

 

Items (non-
GAAP)

 

Reported
(GAAP)

 

Operating
Revenues (3)

 

Operating
Expenses (1)

 

Other Expense
(4)

 

Items (non-
GAAP)

 

 

Total Operating Revenues

 

$

508,144

 

 

 

 

 

 

 

$

508,144

 

$

437,104

 

(4,406

)

 

 

 

 

$

432,698

 

 

Total Operating Expenses

 

266,512

 

(4,162

)

 

 

 

 

262,350

 

269,763

 

 

 

(12,968

)

 

 

256,795

 

 

Operating Income

 

241,632

 

4,162

 

 

 

 

 

245,794

 

167,341

 

(4,406

)

12,968

 

 

 

175,903

 

 

Operating Margin

 

47.6

%

 

 

 

 

 

 

48.4

%

38.3

%

 

 

 

 

 

 

40.7

%

 

Total Other Income /(Expense)

 

(1,548

)

 

 

460

 

 

 

(1,088

)

(2,718

)

 

 

 

 

1,620

 

(1,098

)

 

Income Before Income Taxes

 

240,084

 

4,162

 

460

 

 

 

244,706

 

164,623

 

(4,406

)

12,968

 

1,620

 

174,805

 

 

Income Tax Provision

 

100,678

 

1,677

 

185

 

(3,901

)

98,639

 

65,227

 

(1,746

)

5,138

 

642

 

69,261

 

 

Effective Income Tax Rate

 

41.9

%

 

 

 

 

(1.6

)%

40.3

%

39.6

%

 

 

 

 

 

 

39.6

%

 

Net Income

 

$

139,406

 

$

2,485

 

$

275

 

$

3,901

 

$

146,067

 

$

99,396

 

$

(2,660

)

$

7,830

 

$

978

 

$

105,544

 

Net Income Allocated to Participating Securities

 

(2,263

)

(40

)

(6

)

(63

)

(2,372

)

(1,230

)

33

 

(97

)

(12

)

(1,306

)

 

Net Income Allocated to Common Stockholders

 

$

137,143

 

$

2,445

 

$

269

 

$

3,838

 

$

143,695

 

$

98,166

 

$

(2,627

)

$

7,733

 

$

966

 

$

104,238

 

Diluted Net Income per Share Allocated to Common Stockholders

 

$

1.52

 

$

0.03

 

$

 

$

0.04

 

$

1.60

 

$

1.03

 

$

(0.03

)

$

0.08

 

$

0.01

 

$

1.09

 

 


NOTES:  Amounts may not foot due to rounding.

 

1)                 In the fourth quarter of 2011, the company recorded severance expense of $3.7 million pursuant to an executive employment agreement. In the first and second quarters of 2011, the company accelerated the recognition of stock-based compensation expense of $0.3 million and $0.2 million, respectively, to recognize the remaining fair value of the stock-based compensation awards granted to three board members who left the Board in May 2011. During the third and fourth quarters of 2010, the company accelerated the recognition of stock-based compensation expense of $11.0 million and $2.0 million, respectively, to recognize the remaining fair value of the stock-based compensation awards granted to certain executives due to provisions contained in their employment agreements.

 



 

2)                 In the fourth quarter of 2011, the company recorded a benefit of $0.3 million for research and development credits pertaining to prior years. In the third quarter of 2011, the company recorded a charge of $4.2 million for additional income tax expense due to potential additional tax liabilities for prior periods dating back to 2007 as a result of an advisory opinion from New York State taxing authorities issued during the quarter.

 

3)                 In the fourth quarter of 2010, the company recognized $4.4 million of prior period transaction fees to adjust for coding errors made by a CBOE exchange participant. The coding errors were identified through a review conducted by the company’s regulatory division. The amount was included in other revenue.

 

4)                 In the first quarter of 2011, the company recorded an impairment charge to write off its investment in NSX Holdings, Inc totaling $0.5 million. In the fourth quarter of 2010, the company recorded an impairment charge of $1.6 million to write off its investment in OneChicago.

 



 

CBOE Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

Three and Twelve Months Ended December 31, 2011 and 2010

 

 

 

Three Months Ended December
31,

 

Twelve Months Ended
December 31,

 

(in thousands, except per share amounts)

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

Transaction fees

 

$

87,047

 

$

79,886

 

$

373,065

 

$

330,264

 

Access fees

 

17,128

 

18,399

 

68,693

 

41,384

 

Exchange services and other fees

 

4,684

 

4,028

 

18,181

 

16,845

 

Market data fees

 

5,059

 

5,087

 

19,906

 

21,343

 

Regulatory fees

 

4,249

 

3,906

 

19,243

 

15,315

 

Other revenue

 

2,041

 

6,085

 

9,056

 

11,953

 

Total Operating Revenues

 

120,208

 

117,391

 

508,144

 

437,104

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Employee costs

 

28,269

 

25,823

 

104,454

 

106,243

 

Depreciation and amortization

 

7,506

 

8,190

 

34,094

 

29,891

 

Data processing

 

4,263

 

4,960

 

17,933

 

19,501

 

Outside services

 

6,657

 

6,788

 

27,310

 

31,245

 

Royalty fees

 

12,346

 

9,710

 

47,822

 

41,353

 

Trading volume incentives

 

2,440

 

5,665

 

14,239

 

21,294

 

Travel and promotional expenses

 

3,345

 

1,672

 

9,812

 

9,569

 

Facilities costs

 

1,426

 

1,662

 

5,400

 

5,801

 

Other expenses

 

1,277

 

1,067

 

5,448

 

4,866

 

Total Operating Expenses

 

67,529

 

65,537

 

266,512

 

269,763

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

52,679

 

51,854

 

241,632

 

167,341

 

 

 

 

 

 

 

 

 

 

 

Other Income / (Expense):

 

 

 

 

 

 

 

 

 

Investment income

 

24

 

82

 

142

 

475

 

Net loss from investment in affiliates

 

(161

)

(1,755

)

(811

)

(2,297

)

Interest and other borrowing costs

 

(206

)

(225

)

(879

)

(896

)

Total Other Income / (Expense)

 

(343

)

(1,898

)

(1,548

)

(2,718

)

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

52,336

 

49,956

 

240,084

 

164,623

 

Income Tax Provision

 

20,529

 

18,579

 

100,678

 

65,227

 

Net Income

 

31,807

 

31,377

 

139,406

 

99,396

 

Net Income allocated to participating securities

 

(520

)

(690

)

(2,263

)

(1,230

)

Net Income allocated to common stockholders

 

$

31,287

 

$

30,687

 

$

137,143

 

$

98,166

 

 

 

 

 

 

 

 

 

 

 

Net income per share allocated to common stockholders

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35

 

$

0.31

 

$

1.52

 

$

1.03

 

Diluted

 

0.35

 

0.31

 

1.52

 

1.03

 

Weighted average shares used in computing income per share:

 

 

 

 

 

 

 

 

 

Basic

 

89,397

 

97,802

 

89,994

 

95,754

 

Diluted

 

89,397

 

97,802

 

89,994

 

95,754

 

 



 

CBOE Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

December 31, 2011 and December 31, 2010

 

(in thousands, except share amounts)

 

December 31,
2011

 

December 31,
2010

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

134,936

 

$

53,789

 

Accounts receivable - net of allowances of $304 and $108

 

37,578

 

37,746

 

Marketing fee receivable

 

5,195

 

7,815

 

Income taxes receivable

 

6,756

 

5,537

 

Other prepaid expenses

 

4,152

 

4,510

 

Other current assets

 

1,065

 

537

 

Total Current Assets

 

189,682

 

109,934

 

Investments in Affiliates

 

14,305

 

12,615

 

Land

 

4,914

 

4,914

 

Property and Equipment:

 

 

 

 

 

Construction in progress

 

1,264

 

1,729

 

Building

 

60,917

 

60,917

 

Furniture and equipment

 

252,905

 

240,711

 

Less accumulated depreciation and amortization

 

(238,288

)

(221,273

)

Total Property and Equipment—Net

 

76,798

 

82,084

 

Other Assets:

 

 

 

 

 

Software development work in progress

 

6,168

 

1,131

 

Data processing software and other assets (less accumulated amortization of $121,173 and $107,770)

 

36,001

 

43,434

 

Total Other Assets—Net

 

42,169

 

44,565

 

Total

 

$

327,868

 

$

254,112

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

46,071

 

$

40,084

 

Marketing fee payable

 

5,765

 

8,349

 

Deferred revenue

 

351

 

280

 

Post-retirement medical benefits

 

100

 

103

 

Total Current Liabilities

 

52,287

 

48,816

 

 

 

 

 

 

 

Long-term Liabilities:

 

 

 

 

 

Post-retirement medical benefits

 

1,781

 

1,782

 

Income taxes payable

 

12,185

 

3,165

 

Other long-term liabilities

 

3,906

 

3,993

 

Deferred income taxes

 

21,439

 

20,482

 

Total Long-term Liabilities

 

39,311

 

29,422

 

Total Liabilities

 

91,598

 

78,238

 

Commitments and Contingencies

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Preferred Stock, $0.01 par value: 20,000,000 shares authorized, no shares issued and outstanding at December 31, 2011 and December, 31, 2010

 

 

 

Unrestricted Common Stock, $0.01 par value: 325,000,000 shares authorized, 90,781,222 issued and 88,768,885 outstanding at December 31, 2011; 51,786,717 shares issued and outstanding at December 31, 2010

 

908

 

518

 

Class A-2 Common Stock, $0.01 par value: 45,366,690 shares authorized, none and 38,297,994 shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively

 

 

383

 

Additional paid-in-capital

 

55,469

 

42,858

 

Retained Earnings

 

232,121

 

133,087

 

Treasury Stock, at cost: 2,012,337 shares at December 31, 2011

 

(51,329

)

 

Accumulated other comprehensive loss

 

(899

)

(972

)

Total Stockholders’ Equity

 

236,270

 

175,874

 

 

 

 

 

 

 

Total

 

$

327,868

 

$

254,112

 

 



 

CBOE Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

Twelve Months Ended December 31, 2011 and 2010

 

 

 

Twelve Months Ended December 31,

 

(in thousands)

 

2011

 

2010

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net Income

 

$

139,406

 

$

99,396

 

Adjustments to reconcile net income to net cash flows from operating activities:

 

 

 

 

 

Depreciation and amortization

 

34,094

 

29,891

 

Other amortization

 

90

 

69

 

Provision for deferred income taxes

 

940

 

21

 

Stock-based compensation

 

12,618

 

20,801

 

Loss on disposition of property

 

1,225

 

139

 

Loss on investment in affiliates

 

352

 

677

 

Impairment of investment in affiliates and other assets

 

459

 

1,620

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

168

 

(7,309

)

Marketing fee receivable

 

2,620

 

1,156

 

Income taxes receivable

 

(1,219

)

(3,954

)

Prepaid expenses

 

704

 

535

 

Other receivable

 

 

2,086

 

Other current assets

 

(528

)

(85

)

Accounts payable and accrued expenses

 

5,784

 

(3,334

)

Marketing fee payable

 

(2,584

)

(1,437

)

Deferred revenue and other long-term liabilities

 

(16

)

(12

)

Post-retirement benefit obligation

 

(4

)

(9

)

Income taxes payable

 

9,020

 

350

 

Settlement with appellants

 

 

(3,000

)

Access fees subject to fee-based payment

 

 

(2,688

)

Net Cash Flows provided by Operating Activities

 

203,129

 

134,913

 

Cash Flows from Investing Activities:

 

 

 

 

 

Capital and other assets expenditures

 

(29,143

)

(23,556

)

Investment in affiliates

 

(1,250

)

(7,990

)

Other

 

112

 

(998

)

Net Cash Flows used in Investing Activities

 

(30,281

)

(32,544

)

Cash Flows from Financing Activities:

 

 

 

 

 

Payments for debt issuance costs

 

 

(23

)

Payment of dividends

 

(40,372

)

(133,078

)

Purchase of unrestricted stock from employees

 

(4,339

)

 

Purchase of unrestricted stock under repurchase program

 

(46,990

)

 

Exercise right privilege settlement payable

 

 

(300,000

)

IPO proceeds - net

 

 

301,238

 

Tender offer for Class A-1 and Class A-2 common stock

 

 

(299,190

)

Other stock repurchases

 

 

(1,257

)

Net Cash Flows used in Financing Activities

 

(91,701

)

(432,310

)

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

81,147

 

(329,941

)

 

 

 

 

 

 

Cash and Cash Equivalents at Beginning of Period

 

$

53,789

 

$

383,730

 

Cash and Cash Equivalents at End of Period

 

$

134,936

 

$

53,789

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

Cash paid for income taxes

 

$

93,224

 

$

70,289

 

Non-cash activities:

 

 

 

 

 

Change in post-retirement benefit obligation

 

$

(90

)

$

289

 

Unpaid liability to acquire equipment and software

 

$

1,537

 

$

2,744

 

Unpaid liabilities related to investments

 

$

1,250

 

$

3,833