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8-K - FORM 8-K - Intercontinental Exchange, Inc.t79239_8k.htm


Exhibit 99.1
 
(IntercontinentalExchange Group logo)
 
IntercontinentalExchange Group Reports Record 1Q14 Revenues and Adjusted Earnings; Adjusted Diluted EPS of $2.60 and Adjusted Net Income Attributable to ICE of $301 million
 
ATLANTA, May 8, 2014 - IntercontinentalExchange Group (NYSE: ICE), the leading global network of exchanges and clearing houses, today reported record financial results for first quarter of 2014. For the quarter ended March 31, 2014, consolidated net income attributable to ICE was $262 million on consolidated revenues less transaction-based expenses of $932 million. On a GAAP basis, diluted earnings per share (EPS) in the first quarter were $2.27.
 
Certain items were included in ICE’s operating results that were not indicative of the company’s core business performance for the first quarter of 2014. Excluding these items, net of tax, first quarter 2014 adjusted net income attributable to ICE was $301 million and adjusted diluted EPS were $2.60.  Adjusted figures exclude acquisition-related transaction and integration costs of $60 million and the related tax impact, primarily due to the NYSE Euronext integration. Please refer to the reconciliation of non-GAAP financial measures included in this press release for more information on adjusted net income attributable to ICE and adjusted diluted EPS.
 
ICE Chairman and CEO Jeffrey C. Sprecher said: “These strong results reflect our focus on delivering value for our customers and shareholders. The integration of our businesses is progressing well and the combined team is working to execute on operational and strategic objectives. While the economic environment and volatility remain muted, we are delivering new products and risk management services, as well as extending our footprint in Asia.  We believe our strategic roadmap will enable us to continue to grow and establish new ways to serve our customers in 2014 and for years to come.”
 
Scott Hill, ICE CFO said: “ICE’s strong first quarter results were driven by the addition of new businesses, solid growth in our global agriculture complex and a record quarter for CDS clearing. We achieved record revenues and have taken actions that have already allowed us to realize over 40% of our expense synergy target relating to the NYSE Euronext acquisition, increasing the efficiency of our operations globally. We are on track to deliver on our total expense synergies, pay down debt to reach our targeted levels, divest non-strategic businesses and deliver solid returns to our shareholders.”
 
First Quarter 2014 Results
 
First quarter 2014 consolidated revenues, less transaction-based expenses were $932 million.  Included in this amount are net transaction and clearing revenues, less transaction-based expenses of $574 million.
 
Consolidated market data revenues for the first quarter of 2014 were $133 million and listings revenues were $91 million. During the first quarter of 2014, NYSE Group led globally in capital raising with $8.7 billion in total proceeds on 30 initial public offerings (IPOs). NYSE Group also led in technology IPOs with 10 IPO’s and $1.7 billion in proceeds. Consolidated other revenues were $134 million, which includes technology services, trading license fees, regulatory and listed company service fees, among others.
 
 
 

 

 
(IntercontinentalExchange Group logo)
 
Consolidated operating expenses were $523 million for the first quarter of 2014, including $60 million in acquisition-related transaction and integration costs associated primarily with the NYSE Euronext integration. Consolidated operating income for the quarter was $409 million and operating margin was 44%.  The effective tax rate for the first quarter was 28%.
 
Consolidated cash flow from operations was $519 million for the first quarter of 2014. Capital expenditures were $31 million and capitalized software development costs totaled $20 million in the  quarter.
 
Unrestricted cash and short-term investments was $1.0 billion as of March 31, 2014 and the company had $4.9 billion in outstanding debt.
 
Financial Guidance and Additional Information
 
 
ICE declared a quarterly cash dividend of $0.65 per share for the second quarter of 2014 with a record date of June 16, 2014 and a payment date of June 30, 2014.  The ex-dividend date will be June 12, 2014.
 
 
All financial guidance includes Euronext and excludes non-strategic NYSE technologies businesses that ICE plans to divest in the summer of 2014, which are included in discontinued operations except where noted.
 
 
ICE expects second quarter 2014 other revenue of $120 million to $130 million.
 
 
ICE expects second quarter 2014 consolidated expenses of $485 million to $495 million.  For the ICE segment, ICE expects second quarter 2014 operating expenses of $390 million to $400 million. For the full year 2014, ICE segment operating expenses are expected to be $1.56 billion to $1.58 billion.  The expense guidance is net of acquisition-related transaction and integration costs for all periods.
 
 
ICE expects operational capital expenditures and capitalized software of $60 million to $65 million for the second quarter and for the full year 2014 in the range of $200 million to $210 million.  ICE expects an additional $70 million to $80 million in capital expenditures related to real estate for 2014.
 
 
ICE expects depreciation and amortization expense for the second quarter of 2014 in the range of $85 million to $90 million and for the full year 2014 in the range of $360 million to $370 million.
 
 
ICE’s expects quarterly interest expense to be in the range of $24 million to $25 million for the remainder of 2014.
 
 
ICE’s consolidated tax rate is expected to be in the range of 27% to 30% for the second quarter and full year 2014.
 
 
 

 

 
(IntercontinentalExchange Group logo)
 
 
ICE’s diluted share count for the second quarter 2014 is expected to be in the range of 115 million to 116 million weighted average shares outstanding and for 2014, diluted share count is expected to be in the range of 115 million to 117 million weighted average shares outstanding.
 
Earnings Conference Call Information
 
ICE will hold a conference call today, May 8, at 8:30 a.m. ET to review its first quarter 2014 financial results. A live audio webcast of the earnings call will be available on the company’s website www.theice.com in the investor relations section. Participants may also listen via telephone by dialing 888-317-6003 from the United States, 866-284-3684 from Canada or 412-317-6061 from outside of the United States and Canada. Telephone participants are required to provide the participant entry number 2243978 and should call 10 minutes prior to the start of the call. The call will be archived on the company’s website for replay.
 
Historical futures, options and cash ADV, rate per contract and open interest data in our new reporting format can be found at: http://ir.theice.com/supplemental.cfm
 
 
 

 

 
(IntercontinentalExchange Group logo)
 
Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)
 
   
Three Months Ended March 31,
 
   
2014
   
2013
 
Revenues:
           
Transaction and clearing fees, net
 
$
840
   
$
300
 
Market data fees
 
133
   
41
 
Listing fees
 
91
   
 
Other revenues
 
134
   
11
 
Total revenues
 
1,198
   
352
 
Transaction-based expenses:
           
Section 31 fees
 
71
   
 
Cash liquidity payments, routing and clearing
 
195
   
 
Total revenues, less transaction-based expenses
 
932
   
352
 
             
Operating expenses:
           
Compensation and benefits
 
199
   
66
 
Technology and communication
 
48
   
11
 
Professional services
 
64
   
8
 
Rent and occupancy
 
31
   
8
 
Acquisition-related transaction and integration costs
 
61
   
18
 
Selling, general and administrative
 
32
   
9
 
Depreciation and amortization
 
88
   
32
 
Total operating expenses
 
523
   
152
 
Operating income
 
409
   
200
 
Other income (expense):
           
Interest expense
 
(27
)
 
(10
)
Other income (expense), net
 
(2
)
 
1
 
Other expense, net
 
(29
)
 
(9
)
Income from continuing operations before income tax expense
 
380
   
191
 
Income tax expense
 
107
   
54
 
Income from continuing operations
 
273
   
137
 
Income from discontinued operations, net of tax
 
2
   
 
Net income
 
$
275
   
$
137
 
Net income attributable to non-controlling interest
 
(13
)
 
(2
)
Net income attributable to ICE
 
$
262
   
$
135
 
             
Basic earnings per share attributable to ICE common shareholders:
           
Continuing operations
 
$
2.27
   
$
1.86
 
Discontinued operations
 
$
0.01
   
$
 
Basic earnings per share
 
$
2.28
   
$
1.86
 
Diluted earnings per share attributable to ICE common shareholders:
           
Continuing operations
 
$
2.26
   
$
1.85
 
Discontinued operations
 
$
0.01
   
$
 
Diluted earnings per share
 
$
2.27
   
$
1.85
 
Weighted average common shares outstanding:
           
Basic
 
115
   
73
 
Diluted
 
116
   
73
 
Dividend per share
 
$
0.65
   
$
 

 
 

 

 
(IntercontinentalExchange Group logo)
 
Consolidated Balance Sheets
(In millions)
(Unaudited)

   
March 31, 2014
 
December 31, 2013
Assets:
           
Current assets:
           
Cash and cash equivalents
 
$
964
   
$
961
 
Short-term investments
 
57
   
74
 
Short-term restricted cash and investments
 
289
   
277
 
Customer accounts receivable, net
 
544
   
482
 
Margin deposits and guaranty funds
 
42,826
   
42,216
 
Prepaid expenses and other current assets
 
574
   
249
 
Total current assets
 
45,254
   
44,259
 
Property and equipment, net
 
898
   
891
 
Other non-current assets:
           
Goodwill
 
9,482
   
9,501
 
Other intangible assets, net
 
9,410
   
9,404
 
Long-term restricted cash
 
212
   
161
 
Long-term investments
 
384
   
324
 
Other non-current assets
 
281
   
278
 
Total other non-current assets
 
19,769
   
19,668
 
Total assets
 
$
65,921
   
$
64,818
 
             
Liabilities and Equity:
           
Current liabilities:
           
Accounts payable and accrued liabilities
 
$
357
   
$
343
 
Accrued salaries and benefits
 
192
   
301
 
Deferred revenue
 
348
   
48
 
             
Short-term debt
 
1,297
   
1,135
 
Margin deposits and guaranty funds
 
42,826
   
42,216
 
Other current liabilities
 
383
   
299
 
Total current liabilities
 
45,403
   
44,342
 
Non-current liabilities:
           
Non-current deferred tax liability, net
 
2,809
   
2,771
 
Long-term debt
 
3,584
   
3,923
 
Accrued employee benefits
 
392
   
412
 
Other non-current liabilities
 
497
   
433
 
Total non-current liabilities
 
7,282
   
7,539
 
Total liabilities
 
52,685
   
51,881
 
Redeemable non-controlling interest
 
290
   
322
 
             
Equity:
           
ICE shareholders’ equity:
           
Common Stock
 
1
   
1
 
Treasury stock, at cost
 
(89
)
 
(53
)
Additional paid-in capital
 
9,835
   
9,794
 
Retained earnings
 
2,704
   
2,482
 
Accumulated other comprehensive income
 
464
   
359
 
Total ICE shareholders’ equity
 
12,915
   
12,583
 
Non-controlling interest in consolidated subsidiaries
 
31
   
32
 
Total equity
 
12,946
   
12,615
 
Total liabilities and equity
 
$
65,921
   
$
64,818
 

 
 

 

 
(IntercontinentalExchange Group logo)
 
Non-GAAP Financial Measures and Reconciliation
 
We use non-GAAP measures internally to evaluate our performance and in making financial and operational decisions. When viewed in conjunction with our U.S. generally accepted accounting principles, or GAAP, results and the accompanying reconciliation, we believe that our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. We strongly recommend that investors review the U.S. GAAP financial measures included in this press release and in our Quarterly Report on Form 10-Q, including our consolidated financial statements and the notes thereto.
 
Adjusted net income attributable to ICE for the periods presented below are calculated by adding net income attributable to ICE, the adjustments described below, which are not reflective of our core business performance, and the related income tax effect. The following table reconciles net income attributable to ICE to adjusted net income attributable to ICE and calculates adjusted earnings per share attributable to ICE common shareholders for the period presented below:
 
       
   
Three Months Ended March 31, 2014
 
       
    Net income attributable to ICE
  $ 262  
Add: NYSE Euronext transaction and integration costs and banker success fees
    60  
Less: Income tax effect related to above items
    (21 )
Adjusted net income attributable to ICE
  $ 301  
         
Earnings per share attributable to ICE common shareholders:
       
         
Basic
  $ 2.28  
Diluted
  $ 2.27  
         
Adjusted earnings per share attributable to ICE common shareholders:
       
         
Adjusted basic
  $ 2.61  
Adjusted diluted
  $ 2.60  
         
Weighted average common shares outstanding:
       
Basic
    115  
Diluted
    116  
 


About IntercontinentalExchange Group
IntercontinentalExchange Group (NYSE: ICE) is the leading network of regulated exchanges and clearing houses for financial and commodity markets.  ICE delivers transparent, reliable and accessible data, technology and risk management services to markets around the world through its portfolio of exchanges, including the New York Stock Exchange, ICE Futures, Liffe and Euronext.
 
 
 

 

 
(IntercontinentalExchange Group logo)
 
Trademarks of ICE and/or its affiliates include IntercontinentalExchange, ICE, ICE block design, NYSE Euronext, NYSE, New York Stock Exchange, LIFFE and Euronext. Information regarding additional
 
trademarks and intellectual property rights of IntercontinentalExchange Group, Inc. and/or its affiliates is located at https://www.theice.com/terms.jhtml and http://www.nyx.com/terms-use.
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Statements in this press release regarding ICE’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE’s Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in IntercontinentalExchange Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on February 14, 2014.  We caution you not to place undo reliance on these forward looking statements.  Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of an unanticipated event. New factors emerge from time to time, and it is not possible for management to predict all factors that may affect our business and prospects. Further, management cannot assess the impact of each factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
 
ICE-CORP
 
Media Contact:
 
Brookly McLaughlin, Senior Director Communications
+1 312 836 6728
brookly.mclaughlin@theice.com
 
Investor Contact:
 
Kelly Loeffler, SVP Investor Relations & Corp. Communications
+1 770 857 4726
kelly.loeffler@theice.com
 
Isabel Janci, Senior Director, Investor Relations
+1 770 857 0363
isabel.janci@theice.com
 
Melanie Skijus, Director, Investor Relations
+1 770 857 2532
melanie.skijus@theice.com