Bats Reports Third Quarter Net Income Growth Of 13%

Bats Global Markets, Inc. (Bats: BATS), a leading global exchange operator and provider of market data and other financial markets services, today reported net income of $28.5 million and adjusted earnings of $35.3 million for the third quarter ended September 30, 2016. Net income increased 13% and adjusted earnings rose 17% compared to the same period in 2015 driven by continued growth in non-transaction revenue.

Diluted earnings per share increased to $0.29 during the third quarter of 2016 from $0.27 for the same period in 2015, along with adjusted earnings , which excludes tax-adjusted amortization and other costs, rose to $0.36 per diluted share from $0.32.

"The third quarter was strong for Bats and our shareholders, highlighted by the announcement with CBOE Holdings. We expect this transaction, once complete, to move the combined company into new asset classes, products and geographies, all powered by Bats market-leading proprietary technology," said CEO Chris Concannon. "Operationally, it was business as usual during the quarter as we continued to grow organic net revenue and adjusted earnings , driven by continued growth in non-transaction revenues and increased U.S. Options market share."

Corporate Highlights
  • Entered into a definitive agreement under which CBOE Holdings has agreed to acquire Bats in a cash and stock transaction valued at approximately $32.50 per Bats share, or a total of approximately $3.2 billion, consisting of 31% cash and 69% CBOE Holdings stock, based on CBOE Holdings' closing stock price of $70.30 per share on September 23, 2016.
  • Reported best-since-acquisition market share for Global FX (12.4%) and also remained strong in U.S. Equities (20.8%), U.S. Options (11.0%), and European Equities (23.0%). Global FX market share rose to 12.4% from 11.1% one year ago, while U.S. Options market share rose to 11.0% from 10.9% one year ago. U.S. Equities was 20.8% vs 21.7% and European Equities market share was 23.0% vs 24.4%. Bats also remained the largest stock exchange operator and trade reporting facility in Europe.
  • Welcomed seven new issuers to the Bats ETF Marketplace continuing the growth of its exchange-traded fund (ETF) trading and listings business. Bats remained the #1 market for the trading of ETFs with combined market share of 24.2% during the quarter, and has held the top position since February 2014. During the quarter, Bats added 11 ETF listings versus zero ETF listings during the third quarter of 2015, increasing its total number of listings on its U.S. market to 103. In the nine months ended September 30, 2016, Bats added 47 ETF listings.
  • Announced the planned launch of Bats LIS, a new block trading service for the European equity market. Bats LIS, which is subject to regulatory approval, is a large in scale indication of interest (IOI) negotiation and execution platform that will allow market participants to negotiate large blocks in European equities. Bats will license technology from BIDS Trading LP, the largest block trading ATS by volume in the U.S., to launch the service. Bats LIS will leverage BIDS' highly-regarded software, BIDS Trader, and buy-side channel distribution, combined with Bats' infrastructure required for trade execution, clearing and settlement.
  • Completed the acquisition of the Javelin Swap Execution Facility on November 1, 2016. The deal is intended to accelerate Bats' plans to offer trading of non-deliverable forwards (NDFs) for the foreign exchange market, diversifying Bats Hotspot's product offering. Bats Hotspot also plans to offer global trading of forwards contracts by the end of 2016.
  • The Board of Directors declared a regular quarterly cash dividend of $0.08 per share on the company's outstanding common stock, which is payable on December 13, 2016, to stockholders of record at the close of business on November 30, 2016.

Third Quarter 2016 Results

Net revenue, which represents revenue less cost of revenue, for the third quarter of 2016 increased 5% to $108.8 million from $104.0 million one year ago and increased 16% year to date. Increases were driven primarily by an increase in connectivity fee pricing in the U.S. Equities, U.S. Options, and Global FX markets. Organic net revenue , defined as revenues less cost of revenues excluding revenues less cost of revenues of any acquisition for the quarter the business was acquired and the following year comparable quarter, increased 5% during the third quarter of 2016 and 13% year to date.

The table below summarizes consolidated financial results for the third quarter of 2016 and 2015.
    Three Months Ended        
September 30,     September 30, Increase/ Percent
(in millions, except share and per share data) 2016 2015 (Decrease) Change
Net Revenue 1 $ 108.8 $ 104.0 $ 4.8 5 %
Operating Income 55.6 54.9 0.7 1 %
Net Income 28.5 25.3 3.2 13 %
Adjusted Earnings 2 35.3 30.3 5.0 17 %
Diluted Weighted Average Shares Outstanding 96.8 95.4 1.4 1 %
Diluted Earnings Per Share $ 0.29 $ 0.27 $ 0.02 7 %
Diluted Adjusted Earnings Per Share 3 0.36 0.32 0.04 13 %
Normalized EBITDA 4 70.8 67.3 3.5 5 %

Normalized EBITDA Margin 5
65.1 % 64.7 % 0.4 %

(1)
 

Represents total revenue less cost of revenue.

(2)

Represents net income adjusted for amortization, acquisition related costs, IPO costs, and loss on extinguishment of debt, net of tax. See the "Reconciliation of Non-GAAP Measures" section of this release for reconciliation to GAAP determined amount.

(3)

Represents Adjusted earnings divided by diluted weighted average shares outstanding.

(4)

"EBITDA" is defined as net income before interest, income taxes and depreciation and amortization. Normalized EBITDA is defined as EBITDA before acquisition related costs, IPO costs, and tax restructuring costs. Other companies may calculate EBITDA differently than Bats. See the "Reconciliation of Non-GAAP Measures" section of this release for reconciliation to GAAP determined amount.

(5)

Represents Normalized EBITDA divided by net revenue.
 

Operating expenses were $53.2 million in the third quarter 2016 compared to $49.1 million in the third quarter 2015. The increase was primarily due to an increase in global employee headcount in 2016 and additional expenses related to Bats' initial public offering in 2016. This increase was offset by synergies achieved from the 2014 Direct Edge acquisition.

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