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CBOE Holdings, Inc. Reports Solid Fourth Quarter And Record Full-Year 2011 Financial Results

Date 09/02/2012

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

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.

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.

(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.

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 onAugust 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, 2012to 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. CTFebruary 9, through 11:00 p.m. CTFebruary 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.

Trademarks:

CBOE®, Chicago Board Options Exchange®, CBOEdirect®, CBOE Volatility Index®, VIX®, FLEX®, Hybrid®, LEAPS®, CFE®, CBSX® and CBOE Stock Exchange® are registered trademarks and SPX(SM), BXM(SM), BuyWrite(SM), The Options Institute(SM), CBOE Futures Exchange(SM), and VXEEM(SM) and VXEM(SM) are service marks of CBOE.  Standard & Poor's®, S&P® and S&P 500® are registered trademarks of Standard & Poor'sFinancial Services LLC and have been licensed for use by CBOE and C2.  C2(SM), C2 Options Exchange (SM) and SPXpm(SM) are service marks ofC2 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.


 












 

(in thousands, except per share amounts)


Three months ended December 31, 2011


Three months ended December 31, 2010

 



Items Impacting Results




Items Impacting Results


 


Reported (GAAP)

Operating Expenses (1)

Income Tax (2)

After Considering Items (non-GAAP)


Reported (GAAP)

Operating Revenues (3)

Operating Expenses (1)

Other Expense (4)

After Considering 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 toParticipating 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

 

 
                                         



 

(in thousands, except per share amounts)


Twelve months ended December 31, 2011


Twelve months ended December 31, 2010

 



Items Impacting Results




Items Impacting Results


 


Reported (GAAP)

Operating Expenses (1)

Other Expense (4)

Income Tax (2)

After Considering Items (non-GAAP)


Reported (GAAP)

Operating Revenues (3)

Operating Expenses (1)

Other Expense (4)

After Considering 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 toParticipating 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 atDecember 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

 

 
           


SOURCE CBOE Holdings, Inc.