TMX Group Inc. Reports Results for Third Quarter 2010
- Revenue of $141.6 million for Q3/10, up 8% over Q3/09
- Expenses of $68.2 million for Q3/10, down 2% over Q3/09
- Diluted EPS in Q3/10 of 68 cents, up 21% over Q3/09
- Cash flows from operating activities in Q3/10 of $58.3 million, up 56% over Q3/09
TORONTO, Oct. 27 /CNW/ - TMX Group Inc. [TSX:X] announced results for the third quarter ended September 30, 2010.
Commenting on the third quarter, Thomas Kloet, Chief Executive Officer of TMX Group said: "We are very pleased with our third quarter results. The resurgence in activity across some of our key revenue drivers, combined with focused cost control led to strong growth in our bottom line. I am also excited about our recently announced initiatives designed to meet the evolving needs of our customers in Canadian equity trading. In September, we announced the introduction of new on-book non-displayed order types on Toronto Stock Exchange and TSX Venture Exchange with testing planned to begin this quarter. Also last month we submitted regulatory filings to create a new alternative trading system called TMX Select™, which will feature a simplified market structure, expanded hours and other unique features."
Michael Ptasznik, Chief Financial Officer of TMX Group added; "Our results reflect the strong performance of our diversified business as we were able to achieve overall revenue growth while delivering fee reductions for many of our customers. This included year over year growth in energy trading and clearing as well as in fixed income trading. In addition, we are also seeing sustained momentum in domestic derivatives trading as MX trading volumes were again up in the quarter, reflecting increased trading in the key BAX® and CGB® contracts and equity options. Expenses were down in the quarter primarily as a result of our move to a more efficient technology platform."
Summary of Financial Information
(in millions of dollars, except per share amounts)
Q3/10 | Q3/09 | $ Increase/ (decrease) |
% Increase/ (decrease) |
||||||||
Revenue | $ 141.6 | $ 131.6 | $ 10.0 | 8% | |||||||
Operating expenses | $ 68.2 | $ 69.8 | ($ 1.6) | (2%) | |||||||
Net income | $ 50.8 | $ 41.7 | $ 9.1 | 22% | |||||||
Earnings per share: | |||||||||||
Basic | $ 0.68 | $ 0.56 | $ 0.12 | 21% | |||||||
Diluted | $ 0.68 | $ 0.56 | $ 0.12 | 21% | |||||||
Cash flows from operating activities | $ 58.3 | $ 37.4 | $ 20.9 | 56% |
Net income was $50.8 million or $0.68 per common share for Q3/10 on a basic and diluted basis, compared with net income of $41.7 million or $0.56 per common share on a basic and diluted basis for Q3/09, representing an increase in net income of 22%. The increase in net income was largely due to higher revenue and a decrease in expenses.
(in millions of dollars, except per share amounts)
Nine months ended | $ Increase | % Increase | |||
Sept. 30/10 | Sept. 30/09 | ||||
Revenue | $ 424.0 | $ 406.6 | $ 17.4 | 4% | |
Operating expenses | $ 211.6 | $ 208.8 | $ 2.8 | 1% | |
Net income | $ 147.5 | $ 131.5 | $ 16.0 | 12% | |
Earnings per share: | |||||
Basic | $ 1.98 | $ 1.78 | $ 0.20 | 11% | |
Diluted | $ 1.98 | $ 1.77 | $ 0.21 | 12% | |
Cash flows from operating activities | $ 203.7 | $ 148.4 | $ 55.3 | 37% |
Net income was $147.5 million or $1.98 per common share for the first nine months of 2010 on a basic and diluted basis, compared with net income of $131.5 million or $1.78 per common share ($1.77 on a diluted basis) for the first nine months of 2009, representing an increase in net income of 12%. The increase in net income was largely due to higher revenue partially offset by higher expenses due to a continued investment in various technology initiatives, and higher costs related to corporate development, marketing and commission-based compensation.
Select Segmented Financial Information
(in millions of dollars)
Q3/10 | Cash Markets - Equities and Fixed Income |
Derivatives Markets - MX and BOX |
Energy Markets - NGX and Shorcan Energy Brokers |
Total | ||||||||||||||
Revenue | $102.3 | $26.3 | $13.0 | $141.6 | ||||||||||||||
Net Income | $39.2 | $7.5 | $4.1 | $50.8 | ||||||||||||||
Q3/09 | ||||||||||||||||||
Revenue | $96.6 | $24.8 | $10.2 | $131.6 | ||||||||||||||
Net Income | $33.6 | $5.3 | $2.9 | $41.7 |
(in millions of dollars)
Nine months ended | Cash Markets - Equities and Fixed Income |
Derivatives Markets - MX and BOX |
Energy Markets - NGX and Shorcan Energy Brokers |
Total | ||||||||
Sept. 30/10 | ||||||||||||
Revenue | $314.1 | $75.9 | $34.0 | $424.0 | ||||||||
Net Income | $118.5 | $19.5 | $9.5 | $147.5 | ||||||||
Nine months ended | ||||||||||||
Sept. 30/09 | ||||||||||||
Revenue | $299.3 | $78.1 | $29.2 | $406.6 | ||||||||
Net Income | $107.9 | $14.8 | $8.9 | $131.5 |
On May 1, 2009, we completed the acquisition of NetThruPut Inc. (NTP), a leading Canadian electronic trading platform and clearing facility for crude oil products. We have included its results in our consolidated financial statements from that date.
Certain comparative figures have been reclassified in order to conform with the financial presentation adopted in the current year. In particular, commencing in 2010, provisions for doubtful accounts receivable are included in General and Administration expense whereas, in 2009, these provisions were reflected as a reduction in various sources of revenue. The comparative figures for both revenue and expenses in 2009 and 2008 have been reclassified to conform with the financial presentation adopted in 2010. The impact of the reclassification is not material.
Quarter Ended September 30, 2010 Compared with Quarter Ended September 30, 2009
Revenue
Revenue was $141.6 million in Q3/10, up $10.0 million, or 8% compared with $131.6 million for Q3/09, reflecting increased revenue from issuer services, market data, cash markets fixed income trading, Canadian derivatives markets trading and clearing and energy trading and clearing, partially offset by lower revenue from cash markets equity trading and U.S. derivatives markets trading.
Issuer Services Revenue
The following is a summary of issuer services revenue reported based on initial and additional listing fee revenue reported, and issuer services revenue based on initial and additional listing fees billed* (reconciled below in this section) in Q3/10 and Q3/09.
(in millions of dollars)
Reported | Billed* | ||||||||||
Q3/10 | Q3/09 | $ Increase/ (decrease) | % Increase/ (decrease) | Q3/10 | Q3/09 | $ Increase/ (decrease) | % Increase/ (decrease) | ||||
Initial listing fees | $ 4.7 | $ 4.2 | $ 0.5 | 12% | $ 5.2 | $ 3.0 | $ 2.2 | 73% | |||
Additional listing fees | $ 16.7 | $ 14.6 | $ 2.1 | 14% | $ 20.6 | $ 22.4 | ($ 1.8) | (8%) | |||
Sustaining listing fees | $ 16.3 | $ 13.6 | $ 2.7 | 20% | $ 16.3 | $ 13.6 | $ 2.7 | 20% | |||
Other issuer services | $ 2.8 | $ 3.0 | ($ 0.2) | (7%) | $ 2.8 | $ 3.0 | ($ 0.2) | (7%) | |||
Total | $ 40.5 | $ 35.4 | $ 5.1 | 14% | $ 44.9 | $ 42.0 | $ 2.9 | 7% |
Initial and additional listing fees are non-refundable fees paid by listed issuers for the listing or reserving of securities. These fees are recorded as "deferred revenue - initial and additional listing fees" and recognized on a straight-line basis over an estimated service period of ten years.
In the case of Toronto Stock Exchange, listed issuers are billed for initial and additional listing fees and there is a lag between the time when securities are issued or reserved and the time when these listing fees are paid by Toronto Stock Exchange listed issuers. For TSX Venture Exchange issuers, fees are paid either prior to, or at the time of, listing or reserving securities. The following is a reconciliation of initial and additional listing fees billed* to initial and additional listing fees reported:
________________________________
* See discussion under the heading "Non-GAAP Financial Measures".
Initial Listing Fees (in millions of dollars) | Q3/10 | Q3/09 | ||||
Initial listing fees billed* | $ 5.2 | $ 3.0 | ||||
Initial listing fees billed* and deferred to future periods | ($ 5.1) | ($ 2.9) | ||||
Recognition of initial listing fees billed* and previously included in deferred revenue | $ 4.6 | $ 4.1 | ||||
Initial listing fee revenue reported | $ 4.7 | $ 4.2 |
Additional Listing Fees (in millions of dollars) | Q3/10 | Q3/09 |
Additional listing fees billed* | $ 20.6 | $ 22.4 |
Additional listing fees billed* and deferred to future periods | ($ 20.3) | ($ 22.0) |
Recognition of additional listing fees billed* and previously included in deferred revenue | $ 16.4 | $ 14.2 |
Additional listing fee revenue reported | $ 16.7 | $ 14.6 |
- Initial and additional listing fees reported increased in Q3/10 compared with Q3/09, reflecting an increase in capital market activity during the period from October 1, 2000 to September 30, 2010 compared with the period from October 1, 1999 to September 30, 2009. Initial listing fees billed* in Q3/10 increased over Q3/09 largely due to an increase in the value and number of initial financings on TSX Venture Exchange, and an increase in the number of new issuers listed on Toronto Stock Exchange in Q3/10 compared with Q3/09. Additional listing fees billed* in Q3/10 decreased over Q3/09 due to a decrease in the value and number of additional financings on Toronto Stock Exchange, partially offset by fee changes on Toronto Stock Exchange which were effective January 1, 2010, and an increase in the value of additional financings on TSX Venture Exchange.
- Issuers listed on Toronto Stock Exchange and TSX Venture Exchange pay annual sustaining listing fees primarily based on their market capitalization at the end of the prior calendar year, subject to minimum and maximum fees. The increase in sustaining listing fees was due to the overall higher market capitalization of listed issuers on both exchanges at the end of 2009 compared with the end of 2008.
________________________________
* See discussion under the heading "Non-GAAP Financial Measures".
Trading, Clearing and Related Revenue
(in millions of dollars)
Q3/10 | Q3/09 | $ increase/ (decrease) |
% increase/ (decrease) |
|||||
Cash markets revenue | $ 24.1 | $ 26.7 | ($ 2.6) | (10%) | ||||
Derivatives markets revenue | $ 21.0 | $ 19.4 | $ 1.6 | 8% | ||||
Energy markets revenue | $ 12.9 | $ 10.3 | $ 2.6 | 25% | ||||
Total | $ 58.0 | $ 56.4 | $ 1.6 | 3% |
Cash Markets
- The decrease in cash markets equity trading revenue was as a result of changes to our equity trading fee schedule on October 1, 2009 and March 1, 2010, which included reductions in active trading fees on securities trading at less than $1.00 in the post-open continuous market and on April 1, 2010, which included a reduction in trading fees for securities trading at $1.00 and higher. The fee reductions were somewhat offset by fee changes under the ELP Program. Effective October 1, 2009, we moved to a single tier model which reduced the passive credit paid to ELP Program participants.
- Cash markets equity trading revenue also decreased due to a 17% decrease in the volume of securities traded on Toronto Stock Exchange in Q3/10 over Q3/09 (23.54 billion securities in Q3/10 versus 28.31 billion securities in Q3/09) somewhat offset by the impact of a 16% increase in the volume of securities traded on TSX Venture Exchange in Q3/10 over Q3/09 (14.47 billion securities in Q3/10 versus 12.45 billion securities in Q3/09). From a revenue perspective, we also had a favourable change in the mix of customer and product trading activity on Toronto Stock Exchange in Q3/10 compared with Q3/09.
- The decrease was partially offset by an increase in fixed income trading revenue from Shorcan Brokers Limited (Shorcan) due to a more favourable product mix in Q3/10 compared with Q3/09.
Derivatives Markets
- The increase in derivatives markets revenue reflects an increase in trading and clearing revenue from MX and CDCC. MX volumes increased by 28% (10.64 million contracts traded in Q3/10 versus 8.33 million contracts traded in Q3/09) reflecting increased trading in the BAX and CGB contracts, as well as equity options. The growth in volumes in Q3/10 partially reflected increased volatility in future interest rate expectations compared with Q3/09. The increase in revenue was partially offset by fee reductions that were effective May 1, 2010. Open interest was up 23% at September 30, 2010 compared with September 30, 2009.
- The increase in derivatives markets revenue was partially offset by a reduction in BOX revenues. There was a 29% decrease in BOX volumes (24.26 million contracts in Q3/10 versus 34.06 million contracts traded in Q3/09) due to a decrease in overall U.S. equity options trading activity and increased competition in Q3/10 compared with Q3/09. The decrease was somewhat offset by revenue from option regulatory fees charged in the U.S. in respect of BOX in Q3/10.
Energy Markets
- The increase in energy markets revenue reflects the inclusion of revenue from Shorcan Energy Brokers Inc. (Shorcan Energy Brokers) which launched inter-participant brokerage in energy products in Q1/10.
- The higher revenue also reflected a 27% increase in total energy volume+ on NGX over Q3/09 (4.93 million terajoules in Q3/10 compared to 3.88 million terajoules in Q3/09).
- The higher revenue was somewhat offset by the impact of the depreciation of the U.S. dollar against the Canadian dollar in Q3/10 compared with Q3/09.
- The increased revenue was also somewhat offset by NGX having deferred more revenue in Q3/10, on a net basis, than in Q3/09 due to an increased level of forward contracts.
Market Data Revenue
(in millions of dollars)
Q3/10 | Q3/09 | $ increase | % increase | ||||||||||||||||
$ 38.8 | $ 35.8 | $3.0 | 8% |
- The increase reflects higher revenue from co-location services, fixed income indices and index data licensing.
- Overall, there was a 4% increase in the average number of professional and equivalent real-time market data subscriptions to Toronto Stock Exchange and TSX Venture Exchange products (152,887 professional and equivalent real-time market data subscriptions for the three months ended September 30, 2010 compared with 147,429 for three months ended September 30, 2009).
- There was a 4% increase in the average number of MX market data subscriptions (23,427 MX market data subscriptions for the three months ended September 30, 2010 compared with 22,482 for the three months ended September 30, 2009).
- The increases were partially offset by the impact of the depreciation of the U.S. dollar against the Canadian dollar in Q3/10 compared with Q3/09.
Business Services and Other Revenue
(in millions of dollars)
Q3/10 | Q3/09 | $ increase | % increase | ||||||||||||||||
$ 4.3 | $ 4.0 | $0.3 | 8% |
- Business services revenue increased primarily due to a net decrease in foreign exchange losses on U.S. dollar accounts receivable in Q3/10, compared with Q3/09.
________________________________
+ NGX total energy volume includes trading and clearing in natural gas, crude oil and electricity.
Operating Expenses
Operating expenses in Q3/10 were $68.2 million, down $1.6 million, or 2%, from $69.8 million in Q3/09 primarily due to lower compensation and benefits, information and trading technology and general and administration costs.
Compensation and Benefits
(in millions of dollars)
Q3/10 | Q3/09 | $ (decrease) | % (decrease) | ||||||||||||||||
$ 32.3 | $ 32.5 | ($0.2) | (1%) |
- Compensation and benefits costs decreased primarily due to higher capitalization of technology staff costs and lower organizational transition costs, partially offset by higher costs associated with commission-based compensation in Q3/10 compared with Q3/09.
- There were 838 employees at September 30, 2010 versus 845 employees at September 30, 2009.
Information and Trading Systems
(in millions of dollars)
Q3/10 | Q3/09 | $ (decrease) | % (decrease) | ||||||||||||||||
$ 10.5 | $ 12.1 | ($1.6) | (13%) |
- Information and trading systems costs decreased following the decommissioning of legacy hardware in Q2/10.
- In addition, during Q4/09, we reclassified some leases as capital leases versus operating leases. As a result, Information and Trading Systems costs were reduced in Q3/10 and amortization of the related costs was higher (see Amortization) when compared with Q3/09.
- These reductions have been partially offset by higher costs related to technology initiatives including enterprise expansion, and increased costs associated with higher energy volumes.
General and Administration
(in millions of dollars)
Q3/10 | Q3/09 | $ (decrease) | % (decrease) | ||||||||||||||||
$ 17.3 | $ 17.6 | ($0.3) | (2%) |
- General and administration costs decreased as a result of reduced capital tax, lower bad debt expenses, lower consulting expenses and reduced occupancy costs. These decreases were partially offset by higher initiatives costs including occupancy and electricity costs related to our co-location facility.
Amortization
(in millions of dollars)
Q3/10 | Q3/09 | $ increase | % increase | ||||||||||||||||
$ 8.0 | $ 7.6 | $0.4 | 5% |
- During Q4/09, we reclassified some leases as capital leases versus operating leases. As a result, Amortization costs were higher in Q3/10 and Information and Trading Systems costs were reduced (see Information and Trading Systems) when compared with Q3/09.
- The increase was also due to higher amortization of the assets related to the TMX Smart Order Router, TSX Quantum® Order Entry Gateway, enterprise expansion and co-location. The increases were somewhat offset by reduced amortization relating to assets that were fully depreciated by Q3/10.
Investment Income
(in millions of dollars)
Q3/10 | Q3/09 | $ increase | % increase | ||||||||||||||||
$ 2.1 | $ 1.3 | $0.8 | 62% |
- Investment income increased primarily due to an increase in the amount of cash available for investment in Q3/10 compared with Q3/09.
Interest Expense
(in millions of dollars)
Q3/10 | Q3/09 | $ increase | % increase | ||||||||||||||||
$ 1.7 | $ 1.3 | $0.4 | 31% |
- Interest expense has increased due to a higher average interest rate charged on the debt outstanding during Q3/10 compared with Q3/09. In addition, interest expense included interest on capital leases in Q3/10 (see Amortization). On April 30, 2008, we borrowed $430.0 million in Canadian funds related to financing the cash consideration of the purchase price for MX (see Term Loan).
Income Taxes
(in millions of dollars)
Effective tax rate (%) | ||||||||||||||||
Q3/10 | Q3/09 | Q3/10 | Q3/09 | |||||||||||||
$ 23.1 | $ 19.4 | 31% | 32% |
- The effective tax rate for Q3/10 was lower than that for Q3/09 partially due to a decrease in federal and Ontario corporate income tax rates.
Non-Controlling Interests
(in millions of dollars)
Q3/10 | Q3/09 | $ (decrease) | % (decrease) | ||||||||||||||||
$0.3 | $0.7 | ($0.4) | (57%) |
- MX holds a 53.8% ownership interest in BOX. The results for BOX are consolidated into our statements of income. The non-controlling interests represent the other BOX unitholders' share of BOX's loss or profit in the period. The Q3/10 results reflect lower volumes on BOX, somewhat offset by revenue from option regulatory fees charged in the U.S. in respect of BOX.
Nine Months Ended September 30, 2010 Compared with Nine Months Ended September 30, 2009
Revenue
Revenue was $424.0 million in the first nine months of 2010, up $17.4 million, or 4% compared with $406.6 million for the first nine months of 2009, reflecting increased revenue from issuer services, cash markets fixed income trading, Canadian derivatives markets trading and clearing, market data and energy trading and clearing, partially offset by lower revenue from cash markets equity trading and U.S. derivatives markets trading.
Issuer Services Revenue
The following is a summary of issuer services revenue reported based on initial and additional listing fee revenue reported, and issuer services revenue based on initial and additional listing fees billed* (reconciled below in this section) in the first nine months of 2010 and the first nine months of 2009.
(in millions of dollars)
Reported | Billed* | ||||||||
Nine months ended |
$ increase/ (decrease) |
% increase/ (decrease) |
Nine months ended |
$ increase/ (decrease) |
% increase/ (decrease) |
||||
Sept. 30/10 |
Sept. 30/09 |
Sept. 30/10 |
Sept. 30/09 |
||||||
Initial listing fees | $ 13.8 | $ 12.6 | $ 1.2 | 10% | $ 18.3 | $ 6.9 | $ 11.4 | 165% | |
Additional listing fees | $ 48.7 | $ 42.4 | $ 6.3 | 15% | $ 71.7 | $ 62.4 | $ 9.3 | 15% | |
Sustaining listing fees | $ 48.3 | $ 41.1 | $ 7.2 | 18% | $ 48.3 | $ 41.1 | $ 7.2 | 18% | |
Other issuer services | $ 10.1 | $ 10.2 | ($ 0.1) | (1%) | $ 10.1 | $ 10.2 | ($ 0.1) | (1%) | |
Total | $120.9 | $106.3 | $ 14.6 | 14% | $148.4 | $120.6 | $ 27.8 | 23% |
Initial and additional listing fees are non-refundable fees paid by listed issuers for the listing or reserving of securities. These fees are recorded as "deferred revenue - initial and additional listing fees" and recognized on a straight-line basis over an estimated service period of ten years.
In the case of Toronto Stock Exchange, listed issuers are billed for initial and additional listing fees and there is a lag between the time when securities are issued or reserved and the time when these listing fees are paid by Toronto Stock Exchange listed issuers. For TSX Venture Exchange issuers, fees are paid either prior to, or at the time of, listing or reserving securities. The following is a reconciliation of initial and additional listing fees billed* to initial and additional listing fees reported:
________________________________
* See discussion under the heading "Non-GAAP Financial Measures".
Nine months ended | ||
Initial Listing Fees (in millions of dollars) | Sept. 30/10 | Sept. 30/09 |
Initial listing fees billed* | $ 18.3 | $ 6.9 |
Initial listing fees billed* and deferred to future periods | ($ 17.5) | ($ 6.6) |
Recognition of initial listing fees billed* and previously included in deferred revenue | $ 13.0 | $ 12.3 |
Initial listing fee revenue reported | $ 13.8 | $ 12.6 |
Nine months ended | ||
Additional Listing Fees (in millions of dollars) | Sept. 30/10 | Sept. 30/09 |
Additional listing fees billed* | $ 71.7 | $ 62.4 |
Additional listing fees billed* and deferred to future periods | ($ 68.7) | ($ 60.0) |
Recognition of additional listing fees billed* and previously included in deferred revenue | $ 45.7 | $ 40.0 |
Additional listing fee revenue reported | $ 48.7 | $ 42.4 |
- Initial and additional listing fees reported increased in the first nine months of 2010 compared with the first nine months of 2009, reflecting an increase in capital market activity during the period from April 1, 2000 to September 30, 2010 compared with the period from April 1, 1999 to September 30, 2009.
- Initial listing fees billed* in the first nine months of 2010 increased over the first nine months of 2009 due to an increase in the value of initial financings and the number of new issuers listed on Toronto Stock Exchange and TSX Venture Exchange. Additional listing fees billed* in the first nine months of 2010 increased over the first nine months of 2009 due to an increase in the value and number of additional financings on TSX Venture Exchange. While the value and number of additional financings on Toronto Stock Exchange decreased in the first nine months of 2010 compared with the first nine months of 2009, there was an increase in Additional listing fees billed* as a result of fee changes that were effective January 1, 2010.
- Issuers listed on Toronto Stock Exchange and TSX Venture Exchange pay annual sustaining listing fees primarily based on their market capitalization at the end of the prior calendar year, subject to minimum and maximum fees. The increase in sustaining listing fees was due to the overall higher market capitalization of listed issuers on both exchanges at the end of 2009 compared with the end of 2008.
________________________________
* See discussion under the heading "Non-GAAP Financial Measures".
Trading, Clearing and Related Revenue
(in millions of dollars)
Nine months ended | $ increase/ (decrease) | % increase/ (decrease) | ||
Sept. 30/10 | Sept. 30/09 | |||
Cash markets revenue | $ 81.5 | $ 85.9 | ($ 4.4) | (5%) |
Derivatives markets revenue | $ 60.6 | $ 61.3 | ($ 0.7) | (1%) |
Energy markets revenue | $ 33.4 | $ 29.4 | $ 4.0 | 14% |
Total | $ 175.5 | $ 176.6 | ($ 1.1) | (1%) |
Cash Markets
- Cash markets equity trading revenue decreased due to an 18% decrease in the volume of securities traded on Toronto Stock Exchange in the first nine months of 2010 over the first nine months of 2009 (75.02 billion securities in the first nine months of 2010 versus 91.34 billion securities in the first nine months of 2009).
- The decrease was somewhat offset by a 41% increase in the volume of securities traded on TSX Venture Exchange in the first nine months of 2010 over the first nine months of 2009 (44.56 billion securities in the first nine months of 2010 versus 31.57 billion securities in the first nine months of 2009).
- From a revenue perspective, we also had a favourable change in the mix of customer and product trading activity on Toronto Stock Exchange in the first nine months of 2010 compared with the first nine months of 2009.
- The decrease was also the result of changes to our equity trading fee schedule on October 1, 2009 and March 1, 2010, which included reductions in active trading fees on securities trading at less than $1.00 in the post-open continuous market and on April 1, 2010, which included a reduction in trading fees for securities trading at $1.00 and higher. The fee reductions were somewhat offset by fee changes under the ELP Program. Effective October 1, 2009, we moved to a single tier model which reduced the passive credit paid to ELP Program participants.
- The decrease was partially offset by an increase in fixed income trading revenue from Shorcan due to a more favourable product mix in the first nine months of 2010 compared with the first nine months of 2009.
Derivatives Markets
- The decrease in derivatives markets revenue reflects a 45% decrease in BOX volumes (65.74 million contracts in the first nine months of 2010 versus 118.87 million contracts traded in the first nine months of 2009) due to increased competition in the U.S. equity options trading market in the first nine months of 2010 compared with the first nine months of 2009. The decrease was somewhat offset by revenue from option regulatory fees charged in the U.S. in respect of BOX in the first nine months of 2010.
- The decrease in derivatives markets revenue was somewhat offset by an increase in trading and clearing revenue from MX and CDCC. MX volumes increased by 31% (32.58 million contracts traded in the first nine months of 2010 versus 24.93 million contracts traded in the first nine months of 2009) reflecting increased trading in the BAX and CGB contracts, as well as index derivatives and ETF options. The growth in volumes in the first nine months of 2010 partially reflected increased volatility in future interest rate expectations compared with the first nine months of 2009. The increase in revenue was partially offset by fee changes that were effective May 1, 2010. Open interest was up 23% at September 30, 2010 compared with September 30, 2009.
Energy Markets
- The increase in energy markets revenue reflects the inclusion of revenue from Shorcan Energy Brokers which launched inter-participant brokerage in energy products in Q1/10.
- The higher revenue also reflected a 13% increase in total energy volume+ over the first nine months of 2009 (12.54 million terajoules in the first nine months of 2010 compared to 11.10 million terajoules in the first nine months of 2009).
- The higher revenue was somewhat offset by the impact of the depreciation of the U.S. dollar against the Canadian dollar in the first nine months of 2010 compared with the first nine months of 2009.
- The increased revenue was partially offset as a result of NGX deferring more revenue in the first nine months of 2010, on a net basis, than in the first nine months of 2009.
Market Data Revenue
(in millions of dollars)
Nine months ended | $ increase | % increase | |
Sept. 30/10 | Sept. 30/09 | ||
$ 115.0 | $ 111.9 | $3.1 | 3% |
- The increase was due to higher revenue from fixed income indices, co-location services, index data licensing, and higher usage-based activity in the first nine months of 2010 compared with the first nine months of 2009.
- Overall, there was a 1% increase in the average number of professional and equivalent real-time market data subscriptions to Toronto Stock Exchange and TSX Venture Exchange products (152,913 professional and equivalent real-time market data subscriptions for the nine months ended September 30, 2010 compared with 152,158 for the nine months ended September 30, 2009). There was a 9% decrease in the average number of MX market data subscriptions (23,085 MX market data subscriptions for the nine months ended September 30, 2010 compared with 25,236 for the nine months ended September 30, 2009).
- The increase was partially offset by the impact of the depreciation of the U.S. dollar against the Canadian dollar in the first nine months of 2010 compared with the first nine months of 2009.
- The increase was also offset by lower revenue from BOX derivatives market data.
________________________________
+ NGX total energy volume includes trading and clearing in natural gas, crude oil and electricity.
Business Services and Other Revenue
(in millions of dollars)
Nine months ended | $ increase | % increase | |
Sept. 30/10 | Sept. 30/09 | ||
$ 12.6 | $ 11.9 | $0.7 | 6% |
- Business services revenue increased primarily due to a net decrease in foreign exchange losses on U.S. dollar accounts receivable in the first nine months of 2010, compared with the first nine months of 2009.
Operating Expenses
Operating expenses in the first nine months of 2010 were $211.6 million, up $2.8 million, or 1%, from $208.8 million in the first nine months of 2009 primarily due to higher costs related to technology initiatives, corporate development and marketing as well as commission-based compensation.
Compensation and Benefits
(in millions of dollars)
Nine months ended | $ (decrease) | % (decrease) | |
Sept. 30/10 | Sept. 30/09 | ||
$ 97.0 | $ 97.4 | ($0.4) | - |
- Compensation and benefits costs decreased primarily due to lower organizational transition costs, as well as an overall reduction in salary and benefits and recruitment costs relating to reduced headcount, partially offset by higher costs associated with commission-based compensation compared with the first nine months of 2009.
- There were 838 employees at September 30, 2010 versus 845 employees at September 30, 2009.
Information and Trading Systems
(in millions of dollars)
Nine months ended | $ increase | % increase | |
Sept. 30/10 | Sept. 30/09 | ||
$ 36.7 | $ 35.0 | $1.7 | 5% |
- Information and trading systems costs increased due to higher costs related to technology initiatives including enterprise expansion and increased costs associated with higher energy volumes. This increase was partially offset by decreased costs following the decommissioning of legacy hardware in Q2/10.
- During Q4/09, we reclassified some leases as capital leases versus operating leases. As a result, Information and Trading Systems costs were reduced in the first nine months of 2010 and amortization of the related costs was higher (see Amortization) when compared with the first nine months of 2009.
General and Administration
(in millions of dollars)
Nine months ended | $ (decrease) | % (decrease) | |
Sept. 30/10 | Sept. 30/09 | ||
$ 53.5 | $ 54.2 | ($0.7) | (1%) |
- General and administration costs decreased as a result of lower capital tax expense, reduced insurance costs, lower bad debt expense and reduced occupancy costs.
- The lower expenses were somewhat offset by increased corporate development and marketing costs.
Amortization
(in millions of dollars)
Nine months ended | $ increase | % increase | |
Sept. 30/10 | Sept. 30/09 | ||
$ 24.4 | $ 22.2 | $2.2 | 10% |
- During Q4/09, we reclassified some leases as capital leases versus operating leases. As a result, Amortization costs were higher in the first nine months of 2010 and Information and Trading Systems costs were reduced (see Information and Trading Systems) when compared with the first nine months of 2009.
- The increase was also due to higher amortization of the assets related to enterprise expansion, the TSX Quantum Order Entry Gateway, the TMX Smart Order Router, SOLA® Clearing and co-location. The increases were somewhat offset by reduced amortization relating to assets that were fully depreciated by the first nine months of 2010.
Investment Income
(in millions of dollars)
Nine months ended | $ increase | % increase | |
Sept. 30/10 | Sept. 30/09 | ||
$ 4.7 | $ 4.3 | $0.4 | 9% |
- Investment income increased primarily due to an increase in the amount of cash available for investment in the first nine months of 2010 compared with the first nine months of 2009, partially offset by lower overall returns during the first nine months of 2010.
Interest Expense
(in millions of dollars)
Nine months ended | $ (decrease) | % (decrease) | |
Sept. 30/10 | Sept. 30/09 | ||
$ 4.2 | $ 4.7 | ($0.5) | (11%) |
- Interest expense decreased as a result of a lower average interest rate charged on the debt outstanding during the first nine months of 2010 compared with the first nine months of 2009. The decrease was partially offset by interest on capital leases during the first nine months of 2010 (see Amortization). On April 30, 2008, we borrowed $430.0 million in Canadian funds related to financing the cash consideration of the purchase price for MX (see Term Loan).
Mark-to-market on Interest Rate Swaps - Loss
(in millions of dollars)
Nine months ended | $ (decrease) | % (decrease) | |
Sept. 30/10 | Sept. 30/09 | ||
$0.2 | $0.8 | ($0.6) | (75%) |
- We entered into a series of interest rate swap agreements to partially manage our exposure to interest rate fluctuations on our long-term debt, effective August 28, 2008 (see Term Loan).
- During the first nine months of 2010, unrealized gains of $4.3 million and realized losses of $4.5 million were reflected in net income, compared with unrealized gains of $5.6 million and realized losses of $6.4 million recognized in the first nine months of 2009.
Income Taxes
(in millions of dollars)
Nine months ended | Effective tax rate% | ||
Sept. 30/10 | Sept. 30/09 | Sept. 30/10 | Sept. 30/09 |
$ 66.6 | $ 62.2 | 31% | 32% |
- The effective tax rate for the first nine months of 2010 was lower than that for the first nine months of 2009 partially due to a decrease in federal and Ontario corporate income tax rates.
Non-Controlling Interests
(in millions of dollars)
Nine months ended | $ (decrease) | % (decrease) | |
Sept. 30/10 | Sept. 30/09 | ||
($0.5) | $3.0 | ($3.5) | (117%) |
- MX holds a 53.8% ownership interest in BOX. BOX results are consolidated into our consolidated statements of income. The non-controlling interests represent the other BOX unitholders' share of BOX's loss or profit in the period. The loss in the first nine months of 2010 resulted from lower volumes on BOX somewhat offset by revenue from option regulatory fees charged in the U.S. in respect of BOX.
Liquidity and Capital Resources
Cash, Cash Equivalents and Marketable Securities
(in millions of dollars)
September 30, 2010 | December 31, 2009 | $ increase |
$ 289.9 | $ 191.1 | $ 98.8 |
- The increase was largely due to cash generated from operating activities of $203.7 million, partially offset by dividend payments of $84.5 million, capital expenditures of $11.4 million and additions to intangible assets of $6.6 million.
Total Assets
(in millions of dollars)
September 30, 2010 | December 31, 2009 | $ (decrease) |
$ 3,197.6 | $ 3,524.5 | ($ 326.9) |
- Total assets decreased largely due to lower MX daily settlements and cash deposits of $174.7 million as at September 30, 2010 related to MX's clearing operations, compared with $565.4 million at the end of 2009. MX also carried offsetting liabilities related to daily settlements and cash deposits which were $174.7 million at September 30, 2010 compared with $565.4 million at the end of 2009. Daily settlements due from/to clearing members consist of amounts due from/to clearing members as a result of marking open futures positions to market and settling options transactions each day that are required to be collected from/paid to clearing members prior to the commencement of the next trading day. Total fund requirements have declined as a result of reduced equity market volatility. In addition, there has been a trend towards clearing members pledging securities rather than cash as collateral.
- The decrease was also due to a decrease in current assets related to the fair value of open energy contracts ($187.9 million as at September 30, 2010, compared with $202.8 million at December 31, 2009). The reduced level of open energy contracts largely reflected the impact of lower volatility in natural gas prices for the relevant measuring period during September 2010 compared with the corresponding period in December 2009. NGX also carried offsetting liabilities related to the fair value of open energy contracts which were $187.9 million at September 30, 2010 compared with $202.8 million at December 31, 2009.
- The overall decrease was somewhat offset by an increase in cash and marketable securities of $98.8 million.
Credit Facilities and Guarantee
Term Loan1
(in millions of dollars)
September 30, 2010 | December 31, 2009 | $ increase |
$429.6 | $429.0 | $0.6 |
- In connection with the combination with MX, we established a non-revolving three-year term unsecured credit facility of $430.0 million, the Term Loan. In addition, we also established a revolving three-year unsecured credit facility of $50.0 million with the same syndicate. We may draw on these facilities in Canadian dollars by way of prime rate loans and/or Bankers' Acceptances or in U.S. dollars by way of LIBOR loans and/or U.S. base rate loans. Currently, TMX Group's acceptance fee or spread on the loan is 0.45%. On April 30, 2008, we borrowed $430.0 million in Canadian funds on the Term Loan to satisfy the cash consideration of the purchase price for MX. This amount is included in Current liabilities and is due on April 18, 2011. Based on current levels of cash flow from operations, we believe that the Term Loan could be repaid with a combination of existing cash, future cash flow from operations and refinancing, as required.
- These credit facilities contain customary covenants, including a requirement that TMX Group maintain:
- a maximum debt to adjusted EBITDA ratio of 3.5:1, where adjusted EBITDA means earnings on a consolidated basis before interest, taxes, extraordinary, unusual or non-recurring items, depreciation and amortization, all determined in accordance with Canadian GAAP but adjusted to include initial and additional listing fees billed and to exclude initial and additional listing fees reported as revenue;
- a minimum consolidated net worth covenant based on a pre-determined formula; and
- a debt incurrence test whereby debt to adjusted EBITDA must not exceed 3.0:1.
At September 30, 2010, all covenants were met.
- We entered into a series of interest rate swap agreements which took effect on August 28, 2008 in order to partially manage our exposure to interest rate fluctuations on our $430.0 million non-revolving three-year term facility. The interest rate swap in place at September 30, 2010 is as follows:
Notional value (in millions of dollars) |
Interest rate we will pay under swap (excludes 0.45% fee) |
Maturity date of swap |
Swap #3 - $100.0 | 3.829% | April 18, 2011 |
________________________________
1 The "Term Loan" section above contains certain forward-looking statements. Please refer to "Caution Regarding Forward-Looking Information" for a discussion of risks and uncertainties related to such statements.
Other Credit Facilities and Guarantee
To backstop its clearing operations, NGX currently has a credit agreement in place with a Canadian chartered bank which includes a US$100.0 million clearing backstop fund. We are NGX's unsecured guarantor for this fund up to a maximum of US$100.0 million.
CDCC has also arranged a total of $30.0 million in revolving standby credit facilities with a Canadian Schedule I bank to provide liquidity in the event of default by a clearing member.
These facilities had not been drawn upon at September 30, 2010.
NGX also has an Electronic Funds Transfer (EFT) Daylight facility of $300.0 million in place with a Canadian chartered bank.
Shareholders' Equity
(in millions of dollars)
September 30, 2010 | December 31, 2009 | $ increase |
$ 834.2 | $ 770.6 | $ 63.6 |
- We earned $147.5 million of net income during the first nine months of 2010 and paid $84.5 million in dividends.
- At September 30, 2010, there were 74,337,607 common shares issued and outstanding. In Q3/10, no common shares were issued on the exercise of share options. At September 30, 2010, 4,097,081 common shares were reserved for issuance upon the exercise of options granted under the share option plan. At September 30, 2010, there were 1,718,567 options outstanding.
- At October 25, 2010, there were 74,337,607 common shares issued and outstanding and 1,718,567 options outstanding under the share option plan.
Cash Flows from Operating Activities
(in millions of dollars)
Q3/10 | Q3/09 | Increase in cash |
|
Cash Flows from Operating Activities | $ 58.3 | $ 37.4 | $ 20.9 |
Cash Flows from Operating Activities were $20.9 million higher in Q3/10 compared with Q3/09 due to:
(in millions of dollars)
Q3/10 | Q3/09 | Increase/ (decrease) in cash |
|
Net income | $ 50.8 | $ 41.7 | $ 9.1 |
Amortization | $ 8.0 | $ 7.6 | $ 0.4 |
Increase/(decrease) in future income tax liabilities, net of future income tax assets | ($ 0.4) | ($ 2.6) | $ 2.2 |
Unrealized (gain) on interest rate swaps | ($ 1.3) | ($ 2.2) | $ 0.9 |
Unrealized (gain) on marketable securities | ($ 0.7) | ($ 0.6) | ($ 0.1) |
Decrease/(increase) in accounts receivable and prepaid expenses | $ 1.6 | ($ 9.3) | $ 10.9 |
Decrease/(increase) in other assets | $ 0.3 | ($ 0.9) | $ 1.2 |
Net increase/(decrease) in accounts payable, accrued liabilities and long-term liabilities | $ 7.3 | $ 4.8 | $ 2.5 |
(Decrease) in deferred revenue | ($ 11.8) | ($ 1.9) | ($ 9.9) |
(Increase)/decrease in income taxes recoverable, net of income taxes payable | $ 3.3 | ($ 0.8) | $ 4.1 |
Net increase in other items | $ 1.2 | $ 1.6 | ($ 0.4) |
Cash Flows from Operating Activities | $ 58.3 | $ 37.4 | $ 20.9 |
Cash Flows from Operating Activities
(in millions of dollars)
Nine months ended | Increase in cash |
||
Sept. 30/10 |
Sept. 30/09 |
||
Cash Flows from Operating Activities | $ 203.7 | $ 148.4 | $ 55.3 |
Cash Flows from Operating Activities were $55.3 million higher in the first nine months of 2010 compared with the first nine months of 2009 due to:
(in millions of dollars)
Nine months ended | Increase/ (decrease) in cash |
||
Sept. 30/10 |
Sept. 30/09 |
||
Net income | $ 147.5 | $ 131.5 | $ 16.0 |
Amortization | $ 24.4 | $ 22.2 | $ 2.2 |
Increase/(decrease) in future income tax liabilities, net of future income tax assets | ($ 3.8) | ($ 2.6) | ($ 1.2) |
Unrealized (gain) on interest rate swaps | ($ 4.3) | ($ 5.6) | $ 1.3 |
Unrealized (gain) on marketable securities | ($ 0.8) | ($ 0.3) | ($ 0.5) |
(Increase)/decrease in accounts receivable and prepaid expenses | $ 1.7 | ($ 13.1) | $ 14.8 |
(Increase) in other assets | ($ 2.3) | ($ 7.7) | $ 5.4 |
Net (decrease) in accounts payable, accrued liabilities and long-term liabilities | ($ 3.0) | ($ 9.8) | $ 6.8 |
Increase in deferred revenue | $ 47.6 | $ 45.3 | $ 2.3 |
(Increase)/decrease in income taxes recoverable, net of income taxes payable | ($ 4.5) | ($ 17.0) | $ 12.5 |
Net increase in other items | $ 1.2 | $ 5.5 | ($ 4.3) |
Cash Flows from Operating Activities | $203.7 | $148.4 | $ 55.3 |
Cash Flows from (used in) Financing Activities
(in millions of dollars)
Q3/10 | Q3/09 | (Decrease) in cash |
|
Cash Flows from (used in) Financing Activities | ($ 29.3) | ($ 29.0) | ($ 0.3) |
Cash Flows (used in) Financing Activities were $0.3 million higher in Q3/10 compared with Q3/09 due to:
Q3/10 | Q3/09 | Increase/ (decrease) in cash |
|
Dividends paid on common shares | ($ 28.3) | ($ 28.2) | ($ 0.1) |
Dividends paid to BOX non-controlling interests | - | ($ 1.2) | $ 1.2 |
Net increase/(decrease) in other items | ($ 1.0) | $ 0.4 | ($ 1.4) |
Cash Flows from (used in) Financing Activities | ($ 29.3) | ($ 29.0) | ($ 0.3) |
Cash Flows from (used in) Financing Activities
(in millions of dollars)
Nine months ended | Increase in cash |
|||
Sept. 30/10 |
Sept. 30/09 |
|||
Cash Flows from (used in) Financing Activities | ($ 87.5) | ($ 120.6) | $ 33.1 |
Cash Flows (used in) Financing Activities were $33.1 million lower in the first nine months of 2010 compared with the first nine months of 2009 due to:
Nine months ended | Increase/ (decrease) in cash |
||
Sept. 30/10 |
Sept. 30/09 |
||
Dividends paid on common shares | ($ 84.5) | ($ 84.7) | $ 0.2 |
Repurchase of common shares under NCIB | - | ($ 30.4) | $ 30.4 |
Dividends paid to BOX non-controlling interests | - | ($ 6.4) | $ 6.4 |
Net increase/(decrease) in other items | ($ 3.0) | $ 0.9 | ($ 3.9) |
Cash Flows from (used in) Financing Activities | ($ 87.5) | ($ 120.6) | $ 33.1 |
Cash Flows from (used in) Investing Activities
(in millions of dollars)
Q3/10 | Q3/09 | (Decrease) in cash |
|
Cash Flows from (used in) Investing Activities | ($ 31.8) | ($ 3.3) | ($ 28.5) |
Cash Flows (used in) Investing Activities were $28.5 million higher in Q3/10 compared with Q3/09 due to:
(in millions of dollars)
Q3/10 | Q3/09 | Increase/ (decrease) in cash |
|
Cost of acquisitions and investments, net of cash acquired | - | ($ 3.3) | $ 3.3 |
Capital expenditures primarily related to technology investments and leasehold improvements | ($ 1.6) | ($ 2.4) | $ 0.8 |
Additions to intangible assets including TSX Quantum Gateway, TMX Smart Order Router (2009) and SOLA internal development costs | ($ 2.6) | ($ 1.9) | ($ 0.7) |
Net (purchases)/sales of marketable securities | ($ 27.6) | $ 4.3 | ($ 31.9) |
Cash Flows from (used in) Investing Activities | ($ 31.8) | ($ 3.3) | ($ 28.5) |
Cash Flows from (used in) Investing Activities
(in millions of dollars)
Nine months ended | (Decrease) in cash |
||
Sept. 30/10 |
Sept. 30/09 |
||
Cash Flows from (used in) Investing Activities | ($ 151.7) | ($ 40.5) | ($ 111.2) |
Cash Flows (used in) Investing Activities were $111.2 million higher in the first nine months of 2010 compared with the first nine months of 2009 due to:
(in millions of dollars)
Nine months ended | Increase/ (decrease) in cash |
||
Sept. 30/10 | Sept. 30/09 | ||
Cost of acquisitions and investments, net of cash acquired | - | ($ 37.1) | $ 37.1 |
Capital expenditures primarily related to technology investments and leasehold improvements | ($ 11.4) | ($ 4.6) | ($ 6.8) |
Additions to intangible assets including TSX Quantum Gateway, TMX Smart Order Router (2009) and SOLA internal development costs | ($ 6.6) | ($ 10.4) | $ 3.8 |
Net (purchases)/sales of marketable securities | ($ 133.7) | $ 11.6 | ($ 145.3) |
Cash Flows from (used in) Investing Activities | ($ 151.7) | ($ 40.5) | ($ 111.2) |
Financial Statements Governance Practice
The Finance & Audit Committee of the Board of Directors of TMX Group reviewed this press release as well as the Q3/10 unaudited consolidated financial statements and related Management's Discussion and Analysis (MD&A), and recommended they be approved by the Board of Directors. Following review by the full Board, the financial statements, MD&A and the contents of this press release were approved.
Consolidated Financial Statements
TMX Group's Q3/10 unaudited consolidated financial statements and MD&A have been prepared in accordance with Canadian GAAP and are reported in Canadian dollars. The financial information in this press release is in Canadian dollars unless otherwise indicated and is based on financial statements prepared in accordance with Canadian GAAP, unless otherwise noted.
TMX Group expects to file its Q3/10 unaudited consolidated financial statements and MD&A with Canadian securities regulators today, after which time the statements and related MD&A may be accessed through www.sedar.com, or on the TMX Group website at www.tmx.com. We are not incorporating information contained on the website in this press release. In addition, copies of these documents will be available upon request, at no cost, by contacting TMX Group Investor Relations by phone at (416) 947-4277 or by e-mail at [email protected].
Non-GAAP Financial Measures
Certain measures used in this press release do not have standardized meanings prescribed by Canadian GAAP and therefore are unlikely to be comparable to similar measures presented by other Canadian issuers.
"Initial listing fees billed" and "additional listing fees billed"
Toronto Stock Exchange customers are billed for initial and additional listing fees, and there is a lag between the time when securities are issued or reserved and the time when these listing fees are paid by Toronto Stock Exchange listed issuers. For TSX Venture Exchange issuers, fees are paid either prior to, or at the time of, listing or reserving securities. In order to reflect these activities, we use the terms "initial listing fees billed" and "additional listing fees billed".
Management uses these measures to assess the effectiveness of our strategy to serve our listed issuers and to manage the listings portion of our business. This is how our international peers, who report using International Financial Reporting Standards (IFRS), currently account for these fees. These non-GAAP revenue measures provide investors with an indication of how initial and additional listing activity and the fees billed or received in connection with the listing or reserving of securities impact the financial performance and cash flows of our business.
Caution Regarding Forward-Looking Information
This press release contains "forward-looking information" (as defined in applicable Canadian securities legislation) that is based on expectations, assumptions, estimates, projections and other factors that management believes to be relevant as of the date of this press release. Often, but not always, such forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "budget", "scheduled", "targeted", "estimates", "forecasts", "intends", "anticipates", "believes", or variations or the negatives of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved or not be taken, occur or be achieved. Forward-looking information, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct.
Examples of such forward-looking information in this press release include, but are not limited to, factors relating to stock, derivatives and energy exchanges and clearing houses and the business, strategic goals and priorities, market condition, pricing, proposed technology and other initiatives, financial condition, operations and prospects of TMX Group, which are subject to significant risks and uncertainties. These risks include: competition from other exchanges or marketplaces, including alternative trading systems and new technologies, on a national and international basis; dependence on the economy of Canada; adverse effects on our results caused by global economic uncertainties; failure to retain and attract qualified personnel; geopolitical and other factors which could cause business interruption; dependence on information technology; vulnerability of our networks and third party service providers to security risks; failure to implement our strategies; regulatory constraints; risks of litigation; dependence on adequate numbers of customers; failure to develop or gain acceptance of new products; currency risk; adverse effect of new business activities; not being able to meet cash requirements because of our holding company structure and restrictions on paying dividends; dependence and restrictions imposed by licenses and other arrangements; dependence of trading operations on a small number of clients; new technologies making it easier to disseminate our information; risks associated with our clearing operations; challenges related to international expansion; restrictions on ownership of TMX Group shares; inability to protect our intellectual property; dependence on third party suppliers; adverse effect of a systemic market event on our derivatives business; risks associated with the credit of customers; cost structures being largely fixed; risks associated with integrating the operations, systems, and personnel of new acquisitions; and dependence on market activity that cannot be controlled.
The forward looking information contained in this press release is presented for the purpose of assisting readers of this document in understanding our financial condition and results of operations and our strategies, priorities and objectives and may not be appropriate for other purposes. Actual results, events, performances, achievements and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this press release.
Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions in connection with the ability of TMX Group to successfully compete against global and regional marketplaces; business and economic conditions generally; exchange rates (including estimates of the U.S. dollar - Canadian dollar exchange rate), the level of trading and activity on markets, and particularly the level of trading in TMX Group's key products; the continued availability of financing on appropriate terms for future projects; productivity at TMX Group, as well as that of TMX Group's competitors; market competition; research & development activities; the successful introduction of new derivatives and equity products; tax benefits/changes; the impact on TMX Group and its customers of various regulations; TMX Group's ongoing relations with its employees; and the extent of any labour, equipment or other disruptions at any of its operations of any significance other than any planned maintenance or similar shutdowns.
While we anticipate that subsequent events and developments may cause our views to change, we have no intention to update this forward-looking information, except as required by applicable securities law. This forward-looking information should not be relied upon as representing our views as of any date subsequent to the date of this press release. We have attempted to identify important factors that could cause actual actions, events or results to differ materially from those current expectations described in forward-looking information. However, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and that could cause actual actions, events or results to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of the factors that could affect us. A description of the above-mentioned items is contained in our 2009 Annual MD&A under the heading Risks and Uncertainties.
About TMX Group (TSX-X)
TMX Group's key subsidiaries operate cash and derivative markets for multiple asset classes including equities, fixed income and energy. Toronto Stock Exchange, TSX Venture Exchange, Montreal Exchange, Natural Gas Exchange, Boston Options Exchange (BOX), Shorcan, Equicom and other TMX Group companies provide trading markets, clearing facilities, data products and other services to the global financial community. TMX Group is headquartered in Toronto with offices in Montreal, Calgary and Vancouver. For more information about TMX Group, visit our website at www.tmx.com.
Teleconference / Audio Webcast
TMX Group will host a teleconference / audio webcast to discuss the financial results for Q3/10.
Time: 8:00 a.m. - 9:00 a.m. EDT on Wednesday, October 27, 2010.
To teleconference participants: Please call the following number at least 15 minutes prior to the start of the event.
Teleconference Number: 647-427-7450 or 1-888-231-8191
AudioWebcast: www.tmx.com, under Investor Relations
Audio Replay: 416-849-0833 or 1-800-642-1687
The passcode for the replay is 16724207
TMX GROUP INC.
Interim Consolidated Balance Sheets
(In thousands of Canadian dollars)
(Unaudited)
September 30, 2010 |
December 31, 2009 (audited) |
||
Assets | |||
Current assets: | |||
Cash and cash equivalents | $ 52,191 | $ 87,978 | |
Marketable securities | 237,735 | 103,169 | |
Restricted cash | 1,210 | 911 | |
Accounts receivable | 77,042 | 79,427 | |
Energy contracts receivable | 689,739 | 714,545 | |
Fair value of open energy contracts | 187,929 | 202,760 | |
Daily settlements and cash deposits | 174,674 | 565,408 | |
Prepaid expenses | 6,662 | 6,032 | |
Income taxes recoverable | 8,156 | 4,619 | |
Future income tax assets | 27,269 | 26,675 | |
1,462,607 | 1,791,524 | ||
Premises and equipment | 35,546 | 31,556 | |
Future income tax assets | 149,277 | 144,551 | |
Other assets | 30,029 | 27,745 | |
Investment in affiliate, at equity | 13,749 | 12,845 | |
Intangible assets | 923,087 | 932,443 | |
Goodwill | 583,349 | 583,811 | |
Total Assets | $ 3,197,644 | $ 3,524,475 | |
Liabilities and Shareholders' Equity | |||
Current liabilities: | |||
Accounts payable and accrued liabilities | $ 40,027 | $ 44,883 | |
Energy contracts payable | 689,739 | 714,545 | |
Fair value of open energy contracts | 187,929 | 202,760 | |
Daily settlements and cash deposits | 174,674 | 565,408 | |
Deferred revenue | 35,012 | 15,074 | |
Deferred revenue - initial and additional listing fees | 85,158 | 78,001 | |
Fair value of interest rate swaps | 1,354 | 2,117 | |
Future income tax liabilities | 10 | 118 | |
Obligations under capital leases | 3,604 | 3,413 | |
Income taxes payable | 2,258 | 3,232 | |
Term loan | 429,569 | - | |
1,649,334 | 1,629,551 | ||
Accrued employee benefits payable | 12,753 | 12,787 | |
Obligations under capital leases | 4,825 | 5,512 | |
Future income tax liabilities | 236,296 | 234,697 | |
Other liabilities | 23,458 | 21,832 | |
Deferred revenue | 1,119 | 882 | |
Deferred revenue - initial and additional listing fees | 425,430 | 405,123 | |
Fair value of interest rate swaps | - | 3,584 | |
Term loan | - | 429,016 | |
Total Liabilities | 2,353,215 | 2,742,984 | |
Non-controlling Interests | 10,188 | 10,915 | |
Shareholders' Equity: | |||
Share capital | 1,103,195 | 1,102,619 | |
Share option plan | 10,802 | 8,708 | |
Deficit | (281,041) | (343,975) | |
Accumulated other comprehensive income | 1,285 | 3,224 | |
Total Shareholders' Equity | 834,241 | 770,576 | |
Total Liabilities and Shareholders' Equity | $ 3,197,644 | $ 3,524,475 |
TMX GROUP INC.
Interim Consolidated Statements of Income
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||
2010 | 2009 | 2010 | 2009 | ||
Revenue: | |||||
Issuer services | $ 40,547 | $ 35,416 | $ 120,894 | $ 106,269 | |
Trading, clearing and related | 57,984 | 56,389 | 175,483 | 176,574 | |
Market data | 38,771 | 35,815 | 115,027 | 111,881 | |
Business services and other | 4,288 | 4,006 | 12,566 | 11,852 | |
Total revenue | 141,590 | 131,626 | 423,970 | 406,576 | |
Expenses: | |||||
Compensation and benefits | 32,333 | 32,490 | 97,006 | 97,446 | |
Information and trading systems | 10,541 | 12,105 | 36,693 | 34,952 | |
General and administration | 17,292 | 17,550 | 53,514 | 54,198 | |
Amortization | 8,002 | 7,607 | 24,366 | 22,157 | |
Total operating expenses | 68,168 | 69,752 | 211,579 | 208,753 | |
Income from operations | 73,422 | 61,874 | 212,391 | 197,823 | |
Income from investment in affiliate | 360 | (34) | 905 | 172 | |
Investment income | 2,062 | 1,341 | 4,688 | 4,293 | |
Interest expense | (1,661) | (1,279) | (4,185) | (4,667) | |
Net mark to market on interest rate swaps | 52 | (61) | (214) | (836) | |
Income before income taxes | 74,235 | 61,841 | 213,585 | 196,785 | |
Income taxes | 23,100 | 19,383 | 66,602 | 62,217 | |
Net income before non-controlling interests | 51,135 | 42,458 | 146,983 | 134,568 | |
Non-controlling interests | 337 | 709 | (495) | 3,030 | |
Net income | $ 50,798 | $ 41,749 | $ 147,478 | $ 131,538 | |
Earnings per share: | |||||
Basic | $ 0.68 | $ 0.56 | $ 1.98 | $ 1.78 | |
Diluted | $ 0.68 | $ 0.56 | $ 1.98 | $ 1.77 | |
Share information: | |||||
Weighted average number of common shares outstanding | 74,337,607 | 74,298,278 | 74,325,358 | 74,076,037 | |
Diluted weighted average number of common shares outstanding | 74,406,802 | 74,486,068 | 74,400,399 | 74,260,586 | |
TMX GROUP INC.
Interim Consolidated Statements of Comprehensive Income
(In thousands of Canadian dollars)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||
2010 | 2009 | 2010 | 2009 | ||
Net income | $ 50,798 | $ 41,749 | $ 147,478 | $ 131,538 | |
Other comprehensive (loss) income: | |||||
Unrealized (loss) on translating financial statements of self-sustaining foreign operations (net of tax - $nil) | (1,847) | (11,947) | (1,939) | (19,128) | |
Comprehensive income | $ 48,951 | $ 29,802 | $ 145,539 | $ 112,410 |
TMX GROUP INC.
Interim Consolidated Statements of Changes in Shareholders' Equity
(In thousands of Canadian dollars)
(Unaudited)
Nine Months Ended September 30, | |||
2010 | 2009 | ||
Common shares: | |||
Balance, beginning of period | $ 1,102,619 | $ 1,084,399 | |
Issued on acquisition | - | 32,052 | |
Proceeds from options exercised | 466 | 503 | |
Cost of exercised options | 110 | 38 | |
Purchased under normal course issuer bid | - | (14,575) | |
Balance, end of period | 1,103,195 | 1,102,417 | |
Share option plan: | |||
Balance, beginning of period | 8,708 | 5,969 | |
Cost of exercised options | (110) | (38) | |
Cost of share option plan | 2,204 | 2,064 | |
Balance, end of period | 10,802 | 7,995 | |
Deficit: | |||
Balance, beginning of period | (343,975) | (319,843) | |
Net income | 147,478 | 131,538 | |
Dividends on common shares | (84,544) | (84,737) | |
Shares purchased under normal course issuer bid | - | (15,860) | |
Balance, end of period | (281,041) | (288,902) | |
Accumulated other comprehensive income: | |||
Balance, beginning of period | 3,224 | 24,104 | |
Unrealized (loss) on translating financial statements of self-sustaining foreign operations | (1,939) | (19,128) | |
Balance, end of period | 1,285 | 4,976 | |
Shareholders' equity, end of period | $ 834,241 | $ 826,486 |
TMX GROUP INC.
Interim Consolidated Statements of Cash Flows
(In thousands of Canadian dollars)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||
2010 | 2009 | 2010 | 2009 | |||
Cash flows from (used in) operating activities: | ||||||
Net income | $ 50,798 | $ 41,749 | $ 147,478 | $ 131,538 | ||
Adjustments to determine net cash flows: | ||||||
Amortization | 8,002 | 7,607 | 24,366 | 22,157 | ||
Unrealized loss (gain) on marketable securities | (724) | (590) | (820) | (278) | ||
(Income) loss from investment in affiliate | (360) | 34 | (905) | (172) | ||
Cost of share option plan | 798 | 558 | 2,204 | 2,064 | ||
Amortized financing fees | 184 | 185 | 553 | 554 | ||
Non-controlling interests | 337 | 709 | (495) | 3,030 | ||
Unrealized (gain) on interest rate swaps | (1,306) | (2,176) | (4,347) | (5,644) | ||
Unrealized foreign exchange loss | 173 | 40 | 37 | 38 | ||
Future income taxes | (407) | (2,589) | (3,829) | (2,604) | ||
Accounts receivable and prepaid expenses | 1,641 | (9,321) | 1,676 | (13,085) | ||
Other assets | 292 | (861) | (2,284) | (7,723) | ||
Accounts payable and accrued liabilities | 4,307 | 2,893 | (4,619) | (16,329) | ||
Long-term accrued and other liabilities | 3,030 | 1,902 | 1,592 | 6,481 | ||
Deferred revenue | (11,804) | (1,913) | 47,639 | 45,310 | ||
Income taxes | 3,302 | (805) | (4,525) | (16,963) | ||
58,263 | 37,422 | 203,721 | 148,374 | |||
Cash flows from (used in) financing activities: | ||||||
Reduction in obligations under capital leases | (975) | - | (3,142) | - | ||
Restricted cash | (45) | 22 | (299) | 415 | ||
Proceeds from exercised options | - | 374 | 466 | 503 | ||
Dividends on common shares | (28,248) | (28,232) | (84,544) | (84,737) | ||
Shares purchased under normal course issuer bid | - | - | - | (30,435) | ||
Dividends paid to non-controlling interests | - | (1,143) | - | (6,353) | ||
(29,268) | (28,979) | (87,519) | (120,607) | |||
Cash flows from (used in) investing activities: | ||||||
Additions to premises and equipment | (1,594) | (2,472) | (11,411) | (4,597) | ||
Additions to intangible assets | (2,609) | (1,899) | (6,557) | (10,395) | ||
Marketable securities | (27,597) | 4,312 | (133,746) | 11,634 | ||
Acquisitions, net of cash acquired | - | (3,282) | - | (37,101) | ||
(31,800) | (3,341) | (151,714) | (40,459) | |||
Unrealized foreign exchange (loss) on cash and cash equivalents held in foreign subsidiaries | (445) | (1,465) | (275) | (2,338) | ||
(Decrease) increase in cash and cash equivalents | (3,250) | 3,637 | (35,787) | (15,030) | ||
Cash and cash equivalents, beginning of period | 55,441 | 83,775 | 87,978 | 102,442 | ||
Cash and cash equivalents, end of period | $ 52,191 | $ 87,412 | $ 52,191 | $ 87,412 |
Supplemental cash flow information: | |||||
Interest paid | $ 1,109 | $ 943 | $ 3,844 | $ 3,400 | |
Interest received | 1,338 | 616 | 3,873 | 3,422 | |
Income taxes paid | 19,983 | 23,348 | 74,710 | 82,851 |
TMX GROUP INC.
Market Statistics*
(Unaudited)
Three months ended | Nine months ended | ||||||
September 30 | September 30 | ||||||
2010 | 2009 | 2010 | 2009 | ||||
Toronto Stock Exchange: | |||||||
Volume (millions) | 23,542.7 | 28,310.6 | 75,024.2 | 91,338.7 | |||
Value ($ billions) | 336.0 | 345.9 | 1,022.0 | 1,062.7 | |||
Transactions (000s) | 45,030.6 | 44,003.2 | 140,332.0 | 147,650.3 | |||
Issuers Listed | 1,485 | 1,475 | 1,485 | 1,475 | |||
New Issuers Listed: | 31 | 16 | 125 | 53 | |||
Number of Initial Public Offerings | 16 | 8 | 80 | 36 | |||
Number of graduates from TSX Venture/NEX | 7 | 4 | 27 | 10 | |||
New Equity Financing: ($ millions) | 5,953.3 | 18,886.6 | 27,828.6 | 44,506.3 | |||
Initial Public Offering Financings ($ millions) | 1,590.0 | 1,609.0 | 6,271.2 | 2,976.7 | |||
Secondary Offering Financings1 ($ millions) | 2,374.7 | 14,227.3 | 13,260.1 | 30,477.3 | |||
Supplementary Financings ($ millions) | 1,988.6 | 3,050.3 | 8,297.3 | 11,052.3 | |||
Market Cap of Issuers Listed ($ billions) | 1,930.3 | 1,688.6 | 1,930.3 | 1,688.6 | |||
S&P/TSX Composite Index 2 Close | 12,368.7 | 11,395.0 | 12,368.7 | 11,395.0 | |||
TSX Venture Exchange: 3 | |||||||
Volume (millions) | 14,467.2 | 12,452.3 | 44,562.0 | 31,571.4 | |||
Value ($ millions) | 7,184.4 | 4,598.6 | 20,944.4 | 9,435.6 | |||
Transactions (000s) | 1,840.9 | 1,460.5 | 5,727.2 | 3,373.3 | |||
Issuers Listed | 2,364 | 2,377 | 2,364 | 2,377 | |||
New Issuers Listed | 46 | 22 | 127 | 66 | |||
New Equity Financing: ($ millions) | 2,159.4 | 1,066.8 | 5,885.8 | 2,341.7 | |||
Initial Public Offering Financings ($ millions) | 24.8 | 7.9 | 146.5 | 31.5 | |||
Secondary Offering Financings1 ($ millions) | 838.8 | 190.9 | 1,711.9 | 536.4 | |||
Supplementary Financings ($ millions) | 1,295.8 | 868.0 | 4,027.4 | 1,773.8 | |||
Market Cap of Issuers Listed: ($ billions) | 48.9 | 29.9 | 48.9 | 29.9 | |||
S&P/TSX Venture Composite Index 2 Close | 1,708.3 | 1,277.2 | 1,708.3 | 1,277.2 | |||
Toronto Stock Exchange and TSX Venture Exchange: | |||||||
Professional and Equivalent Real-time Data Subscriptions | 153,986 | 145,949 | 153,986 | 145,949 | |||
NGX: | |||||||
Total Energy Volume** (Terajoules)(000s) | 4,928.2 | 3,880.6 | 12,542.2 | 11,100.9 | |||
Montreal Exchange: | |||||||
Volume (Contracts) (000s) | 10,639.4 | 8,333.8 | 32,577.2 | 24,927.9 | |||
Open Interest (Contracts) (000s) as at September 30 | 3,318.2 | 2,703.3 | 3,318.2 | 2,703.3 | |||
Data Subscriptions | 23,502 | 22,265 | 23,502 | 22,265 | |||
Boston Options Exchange: | |||||||
Volume (Contracts) (000s) | 24,262.2 | 34,064.6 | 65,744.8 | 118,872.6 | |||
1 Secondary Offering Financings includes prospectus offerings on both a treasury and secondary basis. | |||||||
2 S&P is a trade-mark owned by Standard & Poors Financial Services LLC and is used under license. | |||||||
3 TSX Venture Exchange market statistics do not include data for debt securities. 'New Issuers Listed' and 'S&P/TSX Venture Composite Index Close' statistics exclude data for issuers on NEX. All other TSX Venture Exchange market statistics include data for issuers on NEX, which is a board that was established on August 18, 2003 for issuers that have fallen below TSX Venture's listing standards (191 issuers at September 30, 2009 and 221 issuers at September 30, 2010). | |||||||
*Certain comparative figures have been restated. | |||||||
**NGX Total Energy Volume includes trading and clearing in natural gas, crude oil and electricity. | |||||||
Conversions: | |||||||
Power: | |||||||
MWH/100=TJ | |||||||
Crude: | |||||||
Total Barrels (Crude Oil Conversion Factor (6.29287 for Sweet Crude; 6.28981 for Heavy Crude)/1000) = TJ |
SUPPLEMENTARY INFORMATION ON DEFERRED REVENUE - INITIAL AND ADDITIONAL LISTING FEES 1
As at September 30, 2010
(in millions of dollars)
Future amortization of deferred revenue - initial and additional listing fees
Q1 | Q2 | Q3 | Q4 | Total Year | |
2010 | - | - | - | 21.5 | 21.5 |
2011 | 21.4 | 21.2 | 21.0 | 20.8 | 84.4 |
2012 | 20.5 | 20.2 | 19.9 | 19.6 | 80.2 |
2013 | 19.3 | 19.0 | 18.5 | 18.1 | 74.9 |
2014 | 17.5 | 17.0 | 16.6 | 16.0 | 67.1 |
2015 | 15.4 | 14.8 | 14.2 | 13.8 | 58.2 |
2016 | 13.2 | 12.3 | 11.6 | 10.9 | 48.0 |
2017 | 10.2 | 9.2 | 8.3 | 7.5 | 35.2 |
2018 | 6.8 | 6.2 | 5.5 | 5.0 | 23.5 |
2019 | 4.6 | 4.0 | 3.4 | 2.6 | 14.6 |
2020 | 1.8 | 1.0 | 0.2 | - | 3.0 |
Total deferred revenue - initial and additional listing fees $ 510.6
Note: only includes initial and additional listing fees billed up to September 30, 2010 (and is calculated based on an estimated service period of ten years)
1 Please refer to Caution Regarding Forward-Looking Information.
For further information:
Carolyn Quick | Paul Malcolmson |
Director, Corporate Communications | Director, Investor and Government Relations |
TMX Group | TMX Group |
416-947-4597 | 416-947-4317 |
[email protected] | [email protected] |
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