EX-99.1 2 a10-20814_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

400 S. LaSalle Street

Chicago, IL  60605

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

 

CBOE HOLDINGS, INC. REPORTS THIRD QUARTER 2010 RESULTS

 

· Revenues Up 8 Percent to $106.0 Million

 

· Third Quarter Adjusted Net Income Increases 41 Percent to $27.0 Million(1); Adjusted Diluted EPS of $0.26(1)

 

· Third Quarter GAAP Net Income Up 7 Percent to $20.5 Million; Diluted EPS of $0.20

 

· Average Transaction Fee Per Contract Increases 15 Percent

 


(1)  A full reconciliation of our non-GAAP results to our GAAP results for the 2010 reporting periods is included in the attached tables. There are no adjustments relating to the prior year periods.  See “Non-GAAP Information” in the accompanying financial tables.

 

CHICAGO, November 4, 2010 — CBOE Holdings, Inc. (NASDAQ: CBOE) today reported third quarter 2010 GAAP net income of $20.5 million, an increase of 7 percent compared with $19.2 million in the third quarter of 2009.  GAAP diluted earnings per share were $0.20 compared with $0.21 in the third quarter of 2009.

 

Adjusted net income, which excludes the impact of the accelerated recognition of stock-based compensation expense, was $27.0 million for the third quarter of 2010, an increase of 41 percent compared with adjusted net income of $19.2 million in the third quarter of 2009.  Adjusted diluted earnings per share were $0.26 compared with $0.21 in the third quarter of 2009.  During the quarter, the company accelerated the recognition of stock-based compensation expense tied to employment agreements with certain executives for an after tax effect of $6.5 million, or $0.06 per diluted share.

 

For the nine months ended September 30, 2010, the company reported GAAP net income of $68.0 million, or $0.71 per diluted share, on total operating revenues of $319.7 million.  For the comparable period last year, the company reported GAAP net income of $71.5 million, or $0.79 per diluted share, on operating revenues of $305.2 million.  Adjusted net income for the first nine months of 2010 was $74.5 million, or $0.78 per diluted share.

 

Solid third quarter operating results demonstrate CBOE Holdings’ ability to deliver in the short term while continuing to invest in initiatives to drive long-term growth,” said William J. Brodsky, CBOE Holdings Chairman and Chief Executive Officer.  “I’m pleased with our performance, particularly given an economic backdrop that dampened trading volume industry wide during the period.  We are encouraged by recent signs that volume is returning to stronger levels, and continue to take actions to drive future growth such as the recent launch of C2, our new all-electronic exchange.  We are confident that our commitment to cost control, customer service, product innovation and options education will enable CBOE Holdings to deliver value for our shareholders over the long run.”

 

“Our third quarter results demonstrate the discipline with which we continue to manage our business,” commented Alan J. Dean, CBOE Holdings Executive Vice President and Chief Financial Officer.  “Our results benefited from our new post-demutualization trading permit program and lower expenses.  Moving forward, we remain focused on achieving profitable growth, maintaining stringent cost controls and continuing to identify additional growth opportunities.”

 

more —

 

1



 

The table below highlights CBOE Holdings’ operating results for the comparative quarters and nine-month periods ended September 30, 2010 and 2009.

 

Key Statistics and Financial Highlights:

 

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

 

3Q 2010

 

3Q 2009

 

Y/Y

 

YTD 2010

 

YTD 2009

 

Y/Y

 

Key Statistics:

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Daily Volume

 

3.73

 

4.49

 

-17

%

4.52

 

4.56

 

-1

%

Total Trading Volume

 

238.4

 

287.2

 

-17

%

850.7

 

857.5

 

-1

%

Average Transaction Fee Per Contract

 

$

0.306

 

$

0.266

 

15

%

$

0.294

 

$

0.277

 

6

%

GAAP Financial Highlights:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Revenues

 

$

106.0

 

$

98.2

 

8

%

$

319.7

 

$

305.2

 

5

%

Total Operating Expenses

 

71.1

 

65.2

 

9

%

204.2

 

184.3

 

11

%

Operating Income

 

34.9

 

33.0

 

6

%

115.5

 

120.9

 

-4

%

Operating Margin %

 

33.0

%

33.6

%

-0.6 pts

 

36.1

%

39.6

%

-3.5 pts

 

Net Income

 

$

20.5

 

$

19.2

 

7

%

$

68.0

 

$

71.5

 

-5

%

Diluted EPS

 

$

0.20

 

$

0.21

 

-5

%

$

0.71

 

$

0.79

 

-10

%

Adjusted Financial Highlights(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

$

60.1

 

$

65.2

 

-8

%

$

193.3

 

$

184.3

 

5

%

Operating Income

 

45.9

 

33.0

 

39

%

126.5

 

120.9

 

5

%

Operating Margin %

 

43.3

%

33.6

%

9.7 pts

 

39.6

%

39.6

%

 

Net Income

 

$

27.0

 

$

19.2

 

41

%

$

74.5

 

$

71.5

 

4

%

Diluted EPS

 

$

0.26

 

$

0.21

 

24

%

$

0.78

 

$

0.79

 

-1

%

 


(1)  A full reconciliation of our non-GAAP results to our GAAP results for the 2010 reporting periods is included in the attached tables. There are no adjustments relating to the prior year periods.  See “Non-GAAP Information” in the accompanying financial tables.

 

Revenues

 

Total operating revenues for the third quarter increased $7.8 million, or 8 percent, to $106.0 million.  This increase was primarily driven by a $13.5 million increase in access fees tied to a new trading access program.  On July 1, 2010, CBOE began charging monthly fees to trading permit holders.  Prior to the company’s demutualization, trading permit holders that were CBOE members, or seat holders, were not assessed an access fee; the fee was only assessed to temporary members and interim trading permit holders.  The increase in access fees was partially offset by a $3.4 million decline in transaction fees and a $1.4 million decrease in exchange services and other fees.

 

Transaction fees in the third quarter decreased 4 percent compared with the same period last year, reflecting a 17 percent decline in trading volume, substantially offset by a 15 percent increase in the average transaction fee per contract.  Trading volume for the third quarter was 238.4 million contracts, or 3.73 million contracts per day, versus 287.2 million contracts, or 4.49 million contracts per day, in the third quarter of 2009.  The average transaction fee per contract was $0.306 for the quarter compared with $0.266 in the third quarter of 2009.

 

2



 

The increase in the average transaction fee per contract primarily resulted from a shift in the volume mix and lower volume discounts.  In the third quarter, higher margin index options accounted for a larger percentage of options contracts traded, representing 25.2 percent of total options contracts traded versus 19.1 percent in the third quarter of 2009.  The average transaction fee per contract represents total transaction fee revenue divided by total reported trading volume for the Chicago Board Options Exchange (CBOE) and the CBOE Futures Exchange (CFE).

 

Exchange services and other fees were lower in the quarter, primarily due to the elimination of the hybrid electronic quoting fee and lower revenue from data services fees.

 

Expenses

 

Total third-quarter GAAP operating expenses grew $5.9 million to $71.1 million, primarily due to an $11.0 million pretax charge for the accelerated recognition of stock-based compensation expense.  The company recorded this expense in the quarter to recognize the remaining fair value of the stock-based compensation awards granted to certain executives due to provisions contained in their employment agreements, including $6.7 million which should have been recorded in the second quarter.  The Company determined that the exclusion of this expense adjustment to the second quarter 2010 financial statements was not material and accordingly a restatement of those financial statements was not necessaryThe company expects to recognize an additional $2.0 million of accelerated stock-based compensation expense in the fourth quarter of 2010.  Stock-based compensation expense to be recognized over the remaining vesting period will be reduced by the accelerated expense.

 

Adjusted operating expenses, which excludes the accelerated recognition of stock-based compensation expense, for the third quarter of 2010 declined $5.1 million, or 8 percent, to $60.1 million, compared with $65.2 million in the third quarter of 2009.  Core operating expenses for the third quarter of 2010 declined $2.1 million to $39.2 million.  Core operating expenses represent total operating expenses less depreciation and amortization, accelerated stock-based compensation expense and volume-based expenses.  Volume-based expenses include royalty fees and trading volume incentives.

 

Core operating expenses for the 2010 third quarter include $4.0 million for the recognition of continuing stock-based compensation expense related to restricted stock grants awarded on June 15, 2010, but not the previously mentioned accelerated stock-based compensation expense.  Core operating expenses, excluding the continuing stock-based compensation expense decreased $6.1 million, or 15 percent in the quarter.

 

Volume-based expenses of $13.8 million in the third quarter of 2010 decreased $3.2 million compared with last year’s third quarter due to a $4.4 million decrease in trading volume incentives, offset somewhat by a $1.2 million increase in royalty fees.  The decrease in trading volume incentives is primarily related to lower volume in equity and ETF options, which decreased 27 percent and 15 percent, respectively.  The increase in royalty fees is directly related to higher trading volume in CBOE’s licensed index products, with total volume in index options up 9 percent over last year’s third quarter.

 

Operating Margin

 

The company’s operating margin on a GAAP basis was 33.0 percent for the third quarter 2010 compared with 33.6 percent in the same period last year.  On an adjusted basis, the company’s operating margin increased 970 basis points to 43.3 percent for the third quarter, reflecting the company’s stringent focus on controlling expenses.

 

Third Quarter 2010 Operational Highlights and Recent Developments:

 

·                  On September 20, 2010, CBOE began disseminating calculations on two new volatility benchmark indexes based on options on futures contracts listed on CME Group exchanges. The CBOE/NYMEX WTI Volatility Index (ticker symbol OIV) and the CBOE/COMEX Gold Volatility Index (ticker symbol GVX) are the first in

 

3



 

a series of new volatility benchmark indexes to be created as a result of the licensing agreement between CBOE and CME that was first announced in March 2010. Under this licensing agreement, CBOE will receive a percentage of the revenues generated.

 

·                  On September 28, 2010, the CBOE Futures Exchange introduced trading in its first options on a futures contract - weekly options on VIX futures (ticker symbol - VOW).

 

·                  On October 29, 2010, C2 Options Exchange, a new all-electronic exchange, began operations.  C2 plans to list substantially all of the most active options classes and series in the Penny Pilot Program using a measured roll-out over a period of several weeks.  C2 is structured to support a fully electronic marketplace for CBOE’s flagship product, S&P 500 Index Options (SPX), which is expected to launch in the first quarter of 2011.  C2 has a flexible structure, which provides greater strategic flexibility and offers broader opportunities in a highly competitive and rapidly changing options environment.

 

·                  On November 1, 2010, CBOE reported that average daily volume (ADV) in October was 4.3 million contracts, a 14-percent increase from September 2010 ADV of 3.8 million contracts and a six-percent decline from October 2009 ADV of 4.6 million contracts.

 

Financial Guidance

 

CBOE Holdings currently expects the following for the fourth quarter of 2010:

 

·                  Continuing stock-based compensation expense of $3.1 to $3.3 million and accelerated stock-based compensation expense of approximately $2.0 million, which will be excluded from adjusted earnings.  This expense is included in employee costs.

·                  Depreciation and amortization expense of $8.3 to $8.6 million.  Increase in depreciation expense expected in the fourth quarter of 2010 compared with third quarter 2010 is due to the launch of C2.

 

Tender Offers

 

On October 13, 2010, CBOE Holdings launched two concurrent tender offers for 6,648,570 shares of its Class A-1 common stock and for 6,648,570 shares of its Class A-2 common stock, each at a price of $22.50 per share.  The tender offers are scheduled to expire on Friday, November 12, 2010.

 

Dividend

 

On November 2, 2010, CBOE Holdings, Inc. announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share.  The dividend is payable December 24, 2010, to shareholders of record at the close of business on December 3, 2010.

 

Earnings Conference Call

 

Executives of CBOE Holdings will host a conference call to review its third quarter financial results today, November 4, 2010, at 8:30 a.m. EDT / 7:30 a.m. CDT.  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 ten 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 noon EDT, November 4, through midnight, November 18, by calling (800) 642-1687 within the U.S. and Canada, or (706) 645-9291 for international callers, using replay code13316255.

 

4



 

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 (VIX). 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 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 AAA-rated Options Clearing Corporation (OCC).

 

Forward-Looking Statements

 

This press release contains statements which may be considered forward-looking statements within the meaning of the Securities Exchange Act of 1934, including, without limitation, statements regarding operating strategies, future plans and financial results. Forward-looking statements may be accompanied by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “possible”, “predict”, “project” or similar words, phrases or expressions.  These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements made herein. Among the factors that might affect our performance are: legislative or regulatory changes affecting the options markets, including a possible cap of transaction fees; changes in law or government policy, including changes relating to the recently enacted or proposed legislation relating to the current economic crisis; changes to the tax treatment for options trading, including the possible imposition of a transaction tax on options transactions; increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities; our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and services; our ability to adjust our fixed costs and expenses if our revenues decline; our ability to maintain existing customers, develop strategic relationships and attract new customers; our ability to keep pace with rapid technological developments, including our ability to complete the development and implementation of the enhanced functionality required by our customers; our ability to accommodate increases in trading volume and order transaction traffic without failure or degradation of performance of our systems; our ability to maintain our growth effectively; the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others; our ability to preserve and maintain our exclusive licenses; our ability to generate revenue from our market data that may be reduced or eliminated by the growth of electronic trading or declines in subscriptions; changes in our rate per contract due to shifts in the mix of the products traded, the trading venue and the mix of customers; the ability of our compliance and risk management methods to effectively monitor and manage our risks; changes in price levels and volatility in the derivatives markets and in the equity markets in general; economic, political and market conditions, including the recent volatility of the capital and credit markets and the impact of current economic conditions on the trading activity of our current and potential customers; our ability to continue to generate funds to allow us to continue to invest in our business; industry and customer consolidation; decreases in trading activity; and the unfavorable resolution of material legal proceedings.

 

The Company does not undertake any obligation to update the information contained herein, which speaks only as of the date of this press release.  More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 under the heading “Forward-Looking Statements” and/or “Risk Factors,” and other reports filed by the Company from time to time with the SEC. Such discussions regarding risk factors and forward-looking statements are incorporated herein by reference.

 

5



 

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

Debbie Koopman

(312) 786-7123

(312) 786-7136

osten@cboe.com

koopman@cboe.com

 

 

Gary Compton

 

(312) 786-7612

 

comptong@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 of Chicago Board Options Exchange, Incorporated (CBOE).  SPXSM, BXMSM, The Options InstituteSM, WeeklysSM , C2SM and CBOE Futures ExchangeSM are service marks of CBOE.  All other trademarks and servicemarks are the property of their respective owners.

 

CBOE-F

 

6



 

CBOE Holdings, Inc.

Selected Quarterly Operating Statistics

 

Average Daily Volume by Product (in thousands)

 

 

 

3Q 2010

 

2Q 2010

 

1Q 2010

 

4Q 2009

 

3Q 2009

 

PRODUCT:

 

 

 

 

 

 

 

 

 

 

 

Equities

 

1,867

 

2,579

 

2,396

 

2,299

 

2,562

 

Indexes

 

935

 

1,262

 

1,109

 

965

 

856

 

Exchange-traded funds

 

908

 

1,451

 

1,040

 

1,078

 

1,065

 

Total Options Average

 

3,710

 

5,292

 

4,545

 

4,342

 

4,483

 

Futures

 

15

 

18

 

10

 

8

 

5

 

Total Average Daily Volume

 

3,725

 

5,310

 

4,555

 

4,350

 

4,488

 

 

Average Transaction Fee Per Contract by Product

 

 

 

3Q 2010

 

2Q 2010

 

1Q 2010

 

4Q 2009

 

3Q 2009

 

Trading Days

 

64

 

63

 

61

 

64

 

64

 

PRODUCT:

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

0.182

 

$

0.162

 

$

0.184

 

$

0.172

 

$

0.171

 

Indexes

 

0.598

 

0.580

 

0.597

 

0.563

 

0.574

 

Exchange-traded funds

 

0.236

 

0.217

 

0.236

 

0.233

 

0.237

 

Total Options Average Transaction Fee

 

0.300

 

0.277

 

0.297

 

0.274

 

0.264

 

Futures

 

1.661

 

1.717

 

1.952

 

2.186

 

1.938

 

Total Average Transaction Fee Per Contract

 

$

0.306

 

$

0.281

 

$

0.300

 

$

0.278

 

$

0.266

 

 

Transaction Fees by Product (in thousands)

 

 

 

3Q 2010

 

2Q 2010

 

1Q 2010

 

4Q 2009

 

3Q 2009

 

PRODUCT:

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

21,809

 

$

26,342

 

$

26,855

 

$

25,287

 

$

28,034

 

Indexes

 

35,798

 

46,105

 

40,379

 

34,771

 

31,431

 

Exchange-traded funds

 

13,702

 

19,850

 

14,954

 

16,087

 

16,155

 

Total Options Fees

 

$

71,309

 

$

92,297

 

$

82,188

 

$

76,145

 

$

75,620

 

Futures

 

1,576

 

1,786

 

1,223

 

1,123

 

661

 

Total Transaction Fees

 

$

72,885

 

$

94,083

 

$

83,411

 

$

77,268

 

$

76,281

 

 

7



 

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 expenses, adjusted operating income, adjusted operating margin, adjusted income before income taxes, adjusted income tax provision, adjusted net income and adjusted diluted net income per common 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 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.

 

Core operating expenses is the company’s operating expenses after excluding (i) depreciation and amortization expense, (ii) accelerated stock-based compensation expense and (iii) volume-based expenses.

 

 

 

Three months ended Sept 30,

 

Nine months ended Sept 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Total Operating Expenses

 

$

71,082

 

$

65,197

 

$

204,226

 

$

184,346

 

Less:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

7,099

 

6,884

 

21,701

 

20,653

 

Accelerated stock-based compensation expense

 

10,965

 

-

 

10,965

 

-

 

Volume-based expenses:

 

 

 

 

 

 

 

 

 

Royalty fees

 

9,226

 

8,012

 

31,643

 

23,793

 

Trading volume incentives

 

4,594

 

8,981

 

15,629

 

21,483

 

Core Operating Expenses (non-GAAP):

 

$

39,198

 

$

41,320

 

$

124,288

 

$

118,417

 

Less: Continuing stock-based compensation expense

 

(3,963

)

-

 

(4,599

)

-

 

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

 

$

35,235

 

$

41,320

 

$

119,689

 

$

118,417

 

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

 

 

 

 

 

 

 

 

 

Employee costs (excluding stock-based compensation expense)

 

$

19,715

 

$

22,046

 

$

64,856

 

$

63,259

 

Data processing

 

4,304

 

5,727

 

14,541

 

15,978

 

Outside services

 

6,293

 

8,918

 

24,457

 

23,003

 

Travel and promotional expenses

 

2,702

 

2,372

 

7,897

 

7,795

 

Facilities costs

 

1,440

 

1,216

 

4,139

 

4,165

 

Other expenses

 

781

 

1,041

 

3,799

 

4,217

 

Total

 

$

35,235

 

$

41,320

 

$

119,689

 

$

118,417

 

 

8



 

Each financial measure presented below is adjusted from its respective GAAP category to reflect the pretax and after tax impact of the recognition of accelerated stock-based compensation expense as shown in the table below.

 

CBOE Holdings, Incorporated and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures

For the Three and Nine Months Ended September 30, 2010

 

 

 

Three months ended Sept 30, 2010

 

Nine months ended Sept 30, 2010

 

(in thousands, except per share amounts)

 

Reported
(GAAP)

 

Adjustment for
accelerated
stock-based
compensation

 

Non-GAAP
Measures

 

Reported
(GAAP)

 

Adjustment for
accelerated
stock-based
compensation

 

Non-GAAP
Measures

 

Total Operating Expenses

 

$

71,082

 

$

(10,965

)

$

60,117

 

$

204,226

 

$

(10,965

)

$

193,261

 

Operating Income

 

$

34,933

 

$

10,965

 

$

45,898

 

$

115,487

 

$

10,965

 

$

126,452

 

Operating Margin

 

33.0

%

 

 

43.3

%

36.1

%

 

 

39.6

%

Income Before Income Taxes

 

$

34,698

 

$

10,965

 

$

45,663

 

$

114,667

 

$

10,965

 

$

125,632

 

Income Tax Provision

 

$

14,244

 

$

4,461

 

$

18,705

 

$

46,648

 

$

4,461

 

$

51,109

 

Net Income

 

$

20,454

 

$

6,504

 

$

26,958

 

$

68,019

 

$

6,504

 

$

74,523

 

Diluted Net Income per Common Share

 

$

0.20

 

$

0.06

 

$

0.26

 

$

0.71

 

$

0.07

 

$

0.78

 

 

9



 

CBOE Holdings, Incorporated and Subsidiaries

Condensed Consolidated Statements of Income

Three and Nine Months Ended September 30, 2010 and 2009

 

 

 

Three months ended Sept 30,

 

Nine months ended Sept 30,

 

(in thousands, except per share amounts)

 

2010

 

2009

 

2010

 

2009

 

 

 

(unaudited)

 

Operating Revenues:

 

 

 

 

 

 

 

 

 

Transaction fees

 

$

72,885

 

$

76,281

 

$

250,378

 

$

237,238

 

Access fees

 

18,484

 

4,973

 

22,985

 

17,593

 

Exchange services and other fees

 

3,974

 

5,391

 

12,817

 

17,249

 

Market data fees

 

4,881

 

5,128

 

16,256

 

15,613

 

Regulatory fees

 

3,388

 

4,062

 

11,409

 

11,894

 

Other revenue

 

2,403

 

2,364

 

5,868

 

5,662

 

Total Operating Revenues

 

106,015

 

98,199

 

319,713

 

305,249

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Employee costs

 

34,643

 

22,046

 

80,420

 

63,259

 

Depreciation and amortization

 

7,099

 

6,884

 

21,701

 

20,653

 

Data processing

 

4,304

 

5,727

 

14,541

 

15,978

 

Outside services

 

6,293

 

8,918

 

24,457

 

23,002

 

Royalty fees

 

9,226

 

8,012

 

31,643

 

23,793

 

Trading volume incentives

 

4,594

 

8,981

 

15,629

 

21,483

 

Travel and promotional expenses

 

2,702

 

2,372

 

7,897

 

7,795

 

Facilities costs

 

1,440

 

1,216

 

4,139

 

4,165

 

Other expenses

 

781

 

1,041

 

3,799

 

4,217

 

Total Operating Expenses

 

71,082

 

65,197

 

204,226

 

184,345

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

34,933

 

33,002

 

115,487

 

120,904

 

 

 

 

 

 

 

 

 

 

 

Other Income / (Expense):

 

 

 

 

 

 

 

 

 

Investment income

 

158

 

191

 

393

 

1,083

 

Net loss from investment in affiliates

 

(168

)

(197

)

(542

)

(674

)

Interest and other borrowing costs

 

(225

)

(220

)

(671

)

(655

)

Total Other Income / (Expense)

 

(235

)

(226

)

(820

)

(246

)

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes

 

34,698

 

32,776

 

114,667

 

120,658

 

Income Tax Provision

 

14,244

 

13,616

 

46,648

 

49,111

 

Net Income

 

$

20,454

 

$

19,160

 

$

68,019

 

$

71,547

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.20

 

$

0.21

 

$

0.71

 

$

0.79

 

Diluted

 

0.20

 

0.21

 

0.71

 

0.79

 

Weighted average shares used in computing income per share:

 

 

 

 

 

 

 

 

 

Basic

 

102,103

 

90,733

 

95,065

 

90,733

 

Diluted

 

102,103

 

90,733

 

95,065

 

90,733

 

 

10



 

CBOE Holdings, Incorporated and Subsidiaries

Condensed Consolidated Balance Sheets

September 30, 2010 and December 31, 2009

 

 

 

September 30,

 

December 31,

 

(in thousands, except par value and share information)

 

2010

 

2009

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

322,936

 

$

383,730

 

Accounts receivable - net of allowances of $99 and $87

 

36,577

 

30,437

 

Marketing fee receivable

 

7,203

 

8,971

 

Income taxes receivable

 

14,548

 

1,583

 

Prepaid medical benefits

 

89

 

2,085

 

Other prepaid expenses

 

5,181

 

3,719

 

Settlement receivable

 

 

2,086

 

Other current assets

 

571

 

452

 

Total Current Assets

 

387,105

 

433,063

 

Investments in Affiliates

 

14,371

 

3,090

 

Land

 

4,914

 

4,914

 

Property and Equipment:

 

 

 

 

 

Construction in progress

 

21,689

 

20,704

 

Building

 

60,917

 

60,837

 

Furniture and equipment

 

219,926

 

213,375

 

Less accumulated depreciation and amortization

 

(216,582

)

(203,665

)

Total Property and Equipment—Net

 

85,950

 

91,251

 

Other Assets:

 

 

 

 

 

Software development work in progress

 

10,471

 

6,952

 

Data processing software and other assets (less accumulated amortization - 2010 - $104,282; 2009 - $95,530)

 

27,813

 

32,678

 

Total Other Assets—Net

 

38,284

 

39,630

 

Total

 

$

530,624

 

$

571,948

 

 

 

 

 

 

 

Liabilities and Stockholders’/Members’ Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

35,103

 

$

42,958

 

Marketing fee payable

 

7,812

 

9,786

 

Deferred revenue

 

11,788

 

207

 

Post-retirement medical benefits

 

24

 

96

 

Settlement payable

 

 

305,688

 

Total Current Liabilities

 

54,727

 

358,735

 

 

 

 

 

 

 

Long-term Liabilities:

 

 

 

 

 

Post-retirement medical benefits

 

1,509

 

1,444

 

Income taxes payable

 

3,654

 

2,815

 

Other long-term liabilities

 

4,010

 

244

 

Deferred income taxes

 

17,582

 

20,576

 

Total Long-term Liabilities

 

26,755

 

25,079

 

Total Liabilities

 

81,482

 

383,814

 

Commitments and Contingencies (Note 7)

 

 

 

 

 

Stockholders’/Members’ Equity

 

 

 

 

 

Memberships

 

 

19,574

 

Preferred Stock, $0.01 par value: 20,000,000 shares authorized,

 

 

 

0 shares issued and outstanding at September 30, 2010

 

 

 

 

 

Unrestricted Common Stock, $0.01 par value: 325,000,000 shares authorized,

 

134

 

 

13,455,000 shares issued and outstanding at September 30, 2010

 

 

 

 

Class A-1 Common Stock, $0.01 par value: 45,366,690 shares authorized,

 

443

 

 

44,323,803 shares issued and outstanding at September 30, 2010

 

 

 

 

Class A-2 Common Stock, $0.01 par value: 45,366,690 shares authorized,

 

443

 

 

44,323,803 shares issued and outstanding at September 30, 2010

 

 

 

 

 

Additional paid-in-capital

 

337,949

 

2,592

 

Retained earnings

 

110,940

 

166,769

 

Accumulated other comprehensive loss

 

(767

)

(801

)

Total Stockholders’/Members’ Equity

 

449,142

 

188,134

 

 

 

 

 

 

 

Total

 

$

530,624

 

$

571,948

 

 

11



 

CBOE Holdings, Incorporated and Subsidiaries

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2010 and 2009

 

 

 

Nine months ended Sept 30,

 

(in thousands)

 

2010

 

2009

 

 

 

(unaudited)

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net Income

 

$

68,019

 

$

71,547

 

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

 

 

 

 

 

Depreciation and amortization

 

21,701

 

20,653

 

Other amortization

 

52

 

198

 

Provision for deferred income taxes

 

(3,012

)

(1,646

)

Stock-based compensation

 

15,565

 

 

Loss on disposition of property

 

139

 

 

Equity in loss of affiliates

 

542

 

674

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(6,140

)

(3,181

)

Marketing fee receivable

 

1,768

 

(3,473

)

Income taxes receivable

 

(12,965

)

8,636

 

Prepaid expenses

 

533

 

1,000

 

Exercise right appeal settlement receivable

 

2,086

 

 

Other current assets

 

(119

)

37

 

Accounts payable and accrued expenses

 

(8,049

)

(14,144

)

Marketing fee payable

 

(1,974

)

2,870

 

Deferred revenue

 

11,514

 

11,094

 

Post-retirement benefit obligation

 

(7

)

51

 

Income taxes payable

 

839

 

2,001

 

Settlement with appellants

 

(3,000

)

 

Access fees subject to fee-based payment

 

(2,688

)

 

Net Cash Flows from Operating Activities

 

84,804

 

96,317

 

Cash Flows from Investing Activities:

 

 

 

 

 

Restricted funds - temporary access fees

 

 

(789

)

Capital and other assets expenditures

 

(15,049

)

(29,414

)

Sale of NSX certificates of proprietary membership, net of fees

 

 

1,500

 

Investment in Signal Trading Systems, LLC

 

(7,990

)

 

Net Cash Flows from Investing Activities

 

(23,039

)

(28,703

)

Cash Flows from Financing Activities:

 

 

 

 

 

Payments for debt issuance costs

 

(3

)

(99

)

Payment of quarterly dividend

 

(10,432

)

 

 

Net proceeds from issuance of unrestricted common stock

 

301,238

 

 

Payment of special dividend

 

(113,362

)

 

Exercise right privilege payable

 

(300,000

)

 

Net Cash Flows from Financing Activities

 

(122,559

)

(99

)

 

 

 

 

 

 

Net Increase/(Decrease) in Cash and Cash Equivalents

 

(60,794

)

67,515

 

 

 

 

 

 

 

Cash and Cash Equivalents at Beginning of Period

 

383,730

 

281,423

 

Cash and Cash Equivalents at End of Period

 

$

322,936

 

$

348,938

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

Cash paid for income taxes

 

$

63,279

 

$

39,820

 

Non-cash activities:

 

 

 

 

 

Unpaid liability to acquire equipment and software

 

$

2,453

 

$

2,631

 

Unpaid liability for investment in Signal Trading Systems, LLC

 

$

3,833

 

$

 

 

# # #

 

12