TMX Group Limited Reports Results for the Fourth Quarter 2015

  • Revenue of $177.1 million compared with $182.7 million in Q4/14
  • Diluted loss per share of $2.92 in Q4/15 compared with earnings per share of 76 cents in Q4/14
  • Adjusted diluted earnings per share of 87 cents in Q4/15, compared with 93 cents per share in Q4/14
  • Adjusted diluted earnings per share of 87 cents excludes:
    • $3.57 per share charge related to non-cash impairment
    • 11 cent per share of amortization of intangibles related to acquisitions
    • 11 cent per share for strategic realignment expenses

TORONTO, Feb. 11, 2016 /CNW/ - TMX Group Limited [TSX:X] ("TMX Group") today announced results for the fourth quarter ended December 31, 2015.

Commenting on 2015 and looking ahead, Lou Eccleston, Chief Executive Officer of TMX Group, said:

"2015 was both a transformative and challenging year for TMX. We successfully executed a number of significant strategic and operational changes aimed at realigning the organization around priority areas for investment and transforming TMX into a client-focused and competitive technology driven solutions provider. We also worked to realize efficiencies in our operations. Economic factors, particularly the prolonged slump in commodity values, continued to weigh heavily on the performance of the Canadian economy and on key elements of our market ecosystem. The impact of these challenging conditions on TMX's financial performance, combined with the valuations at the time of the Maple transaction, contributed to non-cash impairment charges related to goodwill and intangible assets in certain operating segments.

Looking ahead, we have now entered the execution phase of our strategy and our plans remain on track.  We are confident that as our growth initiatives develop and as macroeconomic factors stabilize and recovery begins, TMX will emerge from our evolutionary process an efficient, client-centric organization that is better equipped to compete for Canada around the world and deliver profitable growth to shareholders."

Commenting on operating performance in Q4/15, Michael Ptasznik, Chief Financial Officer of TMX Group, said:

"In the fourth quarter, we continued to be impacted by the downturn in the resource sector.  Revenue from our Capital formation and Efficient markets businesses both declined with the impact being partly offset by increased revenue from Market insights.  Excluding strategic realignment expenses, our operating costs were up 1% compared to Q4/14.  Once again, the stronger U.S. dollar had a positive impact on our business this past quarter."

SUMMARY OF FINANCIAL INFORMATION

The information below reflects the financial statements of TMX Group for the three months ended December 31, 2015 (Q4/15) compared with the three months ended December 31, 2014 (Q4/14), except as otherwise indicated.






(in millions of dollars, except per share amounts)

(unaudited)

Q4/15

Q4/14

$ increase /

(decrease)

% increase /

(decrease)






Revenue

$177.1

$182.7

$(5.6)

(3)%






Operating expenses before strategic re-

alignment expenses

116.6

115.7

0.9

1%

Income from operations before strategic re-

alignment expenses

60.5

67.0

(6.5)

(10)%






Strategic re-alignment expenses

8.2

8.2

n/a






Income from Operations

52.3

67.0

(14.7)

(22)%






Net income (loss) attributable to TMX Group

shareholders

(159.0)

41.1

(200.1)

(487)%






Earnings (loss) per share1






Basic

(2.92)

0.76

(3.68)

(484)%


Diluted

(2.92)

0.76

(3.68)

(484)%

Adjusted earnings per share2






Basic

0.87

0.93

(0.06)

(6)%


Diluted

0.87

0.93

(0.06)

(6)%






Cash flows from operating activities

48.6

58.5

(9.9)

(17)%

Net income (loss) attributable to TMX Group shareholders

Net loss attributable to TMX Group shareholders for Q4/15 was $159.0 million, or $2.92 per common share on a basic and diluted basis, compared with net income of $41.1 million, or 76 cents per common share on a basic and diluted basis, for Q4/14.  The net loss in Q4/15 was driven by non-cash impairment charges related to Capital Formation (Listings), Efficient Markets (Equities trading), Derivatives (BOX) and other assets of $215.8 million, of which our share was $194.0 million after tax.  While operating expenses before strategic realignment expenses were up 1%, we did incur strategic realignment expenses of $8.2 million in Q4/15 (see table below).  In addition, there was a 3% decline in revenue from Q4/14 to Q4/15 reflecting lower Capital Formation, Efficient Markets and Derivatives revenue, partially offset by an increase in Market Insights revenue. 




Q4/15

(in millions of dollars, except per share amounts)
(unaudited)

Pre-tax Amount

Basic and Diluted Earnings

 per Share Impact1

Severance and related costs

$

7.9

$

0.11

Professional and consulting fees and other charges

0.3

Strategic realignment expenses

$

8.2

$

0.11

_____________________________

1 Earnings per share information is based on net income attributable to TMX Group shareholders.
2 See discussion under the heading Non-IFRS Financial Measures.

Non-IFRS Financial Measure

Adjusted earnings per share and adjusted diluted earnings per share provided for the quarters and years ended December 31, 2014 and December 31, 2015 are non-IFRS measures and do not have standardized meanings prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other companies.  We present adjusted earnings per share and adjusted diluted earnings per share to indicate ongoing financial performance from period to period, exclusive of a number of adjustments.  These adjustments include non-cash impairment charges, amortization of intangible assets related to acquisitions, increase in deferred income taxes resulting from the change in Alberta corporate income tax rate effective July 1, 2015, strategic realignment expenses, Maple Transaction3 and integration costs and credit facility refinancing expenses.  Management uses these measures, and excludes certain items, because it believes doing so results in a more effective analysis of underlying operating and financial performance, including, in some cases, our ability to generate cash.  Excluding these items also enables comparability across periods.  The exclusion of certain items does not imply that they are non-recurring or not useful to investors.

Additional IFRS Measures

Income from operations before strategic re-alignment expenses and income from operations are important indicators of TMX Group's ability to generate liquidity through operating cash flow to fund future working capital needs, service outstanding debts, and fund future capital expenditures. Impairment charges include impairment of goodwill and intangibles originating from acquisitions (principally the Maple Transaction) and is not considered an operating item. The intent of these performance measures is to provide additional useful information to investors and analysts; however, these measures should not be considered in isolation.

Adjusted Earnings per Share4 Reconciliation for Q4/15 and Q4/14

The following is a reconciliation of earnings (loss) per share5 to adjusted earnings per share4:





Q4/15

Q4/14

(unaudited)

Basic

Diluted

Basic

Diluted

Earnings (loss) per share5

($2.92)

($2.92)

$0.76

$0.76

Adjustment related to:






Amortization of intangibles related to acquisitions

0.11

0.11

0.13

0.13


Non-cash impairment charges

3.57

3.57


Strategic Realignment costs

0.11

0.11


Maple transaction and integration costs

0.04

0.04

Adjusted earnings per share4

$0.87

$0.87

$0.93

$0.93

Weighted average number of common shares outstanding

54,385,391

54,393,663

54,307,014

54,330,161

The decrease in adjusted earnings per share4 to 87 cents in Q4/15 from 93 cents in Q4/14 reflects a 3% decline in revenue from Q4/14 to Q4/15 reflecting lower Capital Formation, Efficient Markets and Derivatives revenue, partially offset by an increase in market insights revenue.  In Capital Formation, the downturn in the resource sector continues to negatively impact financing activity, particularly on TSXV.  Operating expenses before strategic realignment expenses were essentially unchanged from Q4/14 to Q4/15.  Overall, there was a favourable impact from a weaker Canadian dollar relative to other currencies, including the U.S. dollar, in Q4/15 versus Q4/14.  The impact on income from operations was approximately $3 million (pre-tax).


_____________________________

3

TMX Group Limited (formerly Maple Group Acquisition Corporation or Maple) completed the acquisition of TMX Group Inc. on September 14, 2012 and the acquisitions of CDS and Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership (collectively, Alpha) on August 1, 2012 (collectively, the Maple Transaction).

4

See discussion under the heading Non-IFRS Financial Measures.

5

Earnings per share information is based on net income attributable to TMX Group shareholders.



THREE MONTHS ENDED DECEMBER 31, 2015 COMPARED WITH THREE MONTHS ENDED DECEMBER 31, 2014

Revenue

Prior to the implementation of its new strategic plan, TMX Group reported revenue in the following categories:

  • Issuer services
  • Trading, clearing, depository and related
  • Information services
  • Technology services and other

Effective Q4 2015, TMX Group will report revenue in the following categories:

  • Market insights
  • Capital formation
  • Derivatives
  • Efficient markets and Market solutions
  • Other

Market insights includes revenue from real time data, other market data products and data delivery solutions for our marketplaces as well as those operated by third parties.  This pillar also includes revenue from risk management technology solutions (Razor Risk).

Capital formation includes revenue from listings on Toronto Stock Exchange and TSX Venture Exchange and other issuer services.  Other issuer services includes revenue from transfer agent and corporate trust services as well as revenue from TSX Private Markets.

Derivatives includes revenue from trading and clearing on Montreal Exchange (MX) and Canadian Derivatives Clearing Corporation (CDCC) as well as revenue from trading and market data on Boston Options Exchange (BOX).

Efficient markets and Market solutions includes revenue from equities trading (Toronto Stock Exchange, TSX Venture Exchange and Alpha) and fixed income trading (Shorcan Brokers Limited) as well as from the Canadian Depository for Securities (CDS).  Efficient markets revenue also includes revenue from energy trading and clearing (NGX and Shorcan Energy Brokers).  Market solutions will include revenue from leveraging TMX Group's capabilities to introduce new operating models into sectors and asset classes not currently served by TMX Group.

Other includes revenue related to foreign exchange gains and losses and other services along with certain consolidation and elimination adjustments.

For a reclassification of our historical revenue based on these strategic pillars please see our press release dated February 10, 2016 - TMX Group Revenue Reporting Reclassification - 2014 to Q3 2015 Historical Revenue located at www.tmx.com.






(in millions of dollars)

Q4/15

Q4/14

$ increase/
(decrease)

% increase/
(decrease)

Market Insights

$58.0

$53.1

$4.9

9%

Capital Formation

38.8

44.7

(5.9)

(13)%

Derivatives

25.8

26.9

(1.1)

(4)%

Efficient Markets and Market Solutions

52.4

55.4

(3.0)

(5)%

Other

2.1

$2.6

(0.5)

(19)%


$177.1

$182.7

$(5.6)

(3)%

Revenue was $177.1 million in Q4/15, down $5.6 million, or 3%, from revenue of $182.7 million in Q4/14.  There was a decrease in capital formation, efficient markets and derivatives revenue, partially offset by an increase in market insights revenue.  There was a favourable impact from a weaker Canadian dollar relative to other currencies, including the U.S. dollar, in Q4/15 versus Q4/14.  The impact was approximately $6 million.

Market Insights






(in millions of dollars)

Q4/15

Q4/14

$ increase

% increase


$58.0

$53.1

$4.9

9%

  • The increase in Market Insights revenue reflected the positive impact of a stronger U.S. dollar relative to the Canadian dollar in Q4/15 compared with Q4/14 and the addition of the microwave network business (TMX Atrium Wireless), including the launch of our New Jersey to Toronto area microwave service in July 2015. There was also higher revenue from recoveries related to under-reported usage of real-time quotes in prior periods and TMX Atrium.
  • There was a 6% decrease in the average number of professional market data subscriptions for TSX and TSXV products (109,663 professional market data subscriptions in Q4/15 compared with 116,102 in Q4/14).
  • The average number of MX professional market data subscriptions increased by 1% (19,319 MX professional market data subscriptions in Q4/15 compared with 19,191 in Q4/14).

Capital Formation






(in millions of dollars)

Q4/15

Q4/14

$ increase/
(decrease)

% increase/
(decrease)

Initial listing fees

$1.1

$2.9

$(1.8)

(62)%

Additional listing fees

16.5

18.9

(2.4)

(13)%

Sustaining listing fees

17.5

16.8

0.7

4%

Other issuer services

3.7

6.1

(2.4)

(39)%


$38.8

$44.7

$(5.9)

(13)%

  • Initial listing fee revenue in Q4/15 decreased compared with Q4/14 reflecting a decline in the number of initial public offerings on Toronto Stock Exchange (TSX). In addition, there was a decrease in the amount of initial public offering financings on TSX Venture Exchange (TSXV).
  • Additional listing fees in Q4/15 declined over Q4/14 reflecting a 11% decline in additional listing fees billed on TSX (both at and below the maximum fee). A significant portion of the companies listed on TSXV are resource based and energy companies that continue to be negatively impacted by lower commodity prices, including crude oil and various metals. This resulted in a decline in the number of financings, the amount of supplementary financings and in additional listing fees on TSXV in Q4/15 compared with Q4/14.
  • Issuers listed on TSX and TSXV 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 on TSX was due to an increase in the market capitalization for issuers at December 31, 2014 compared with December 31, 2013 and an increase in the maximum sustaining listing fee on TSX effective January 1, 2015. The increase on TSX was partially offset by the impact of a decrease in the market capitalization of issuers listed on TSXV at December 31, 2014 compared with December 31, 2013 (see Our Business - Capital Formation - Revenue Description in our 2015 Annual MD&A for more details on sustaining listing fees).
  • Other issuer services revenue in Q4/15 was lower compared with Q4/14 reflecting lower revenue from The Equicom Group Inc.(Equicom), which was sold in July 2015.

Derivatives






(in millions of dollars)

Q4/15

Q4/14

$ (decrease)

% (decrease)


$25.8

$26.9

($1.1)

(4)%

  • The decrease in derivatives revenue was driven by a decline in revenue for both BOX and MX.
  • Effective Q1/15, BOX market participants received volume performance rights (VPRs) as an incentive to provide volume. These commitments were met during Q4/15 (in the aggregate) and contributed to higher overall volume. The associated cost of the VPRs was recorded as a reduction in revenue and was the major factor in the decline in BOX revenue from Q4/14 to Q4/15. Volumes increased by 27% on BOX (29.3 million contracts traded in Q4/15 versus 23.1 million contracts traded in Q4/14). There was also a positive impact from a stronger U.S. dollar relative to the Canadian dollar in Q4/15 compared with Q4/14.
  • Higher volumes on MX were largely offset by a lower average fee. Volumes increased by 4% on MX (20.2 million contracts traded in Q4/15 versus 19.5 million contracts traded in Q4/14). In addition, there was a decline in REPO revenue as well as in revenue from the regulatory division in Q4/15 compared with Q4/14.

Efficient Markets and Market Solutions






(in millions of dollars)

Q4/15

Q4/14

$ increase/

(decrease)

% increase/

(decrease)

Equity and fixed income trading

$20.2

$23.6

$(3.4)

(14)%

Equities and Fixed Income - clearing, settlement and depository and other services

 

18.5

19.1

(0.6)

(3)%

Energy trading and clearing

13.7

12.7

1.0

8%


$52.4

$55.4

$(3.0)

(5)%

  • The decrease in equities and fixed income trading revenue reflected the impact of a 22% decrease in overall volume of securities traded on our equities marketplaces (30.0 billion securities in Q4/15 versus 38.6 billion securities in Q4/14). The impact from a decrease in the volume of securities traded on TSX, TSXV and Alpha was partially offset by the impact from a favourable customer and product mix on TSX. In September 2015, TMX closed TMX Select and launched a new trading model on Alpha as part of the TMX equity trading restructuring plan announced in October 2014. Our combined domestic equities trading market share6 excluding intentional crosses was 71% in Q4/15 compared with 76% in Q4/14. Including intentional crosses, our combined domestic equities trading market share5 was 67% in Q4/15 compared with 74% in Q4/14. In addition, revenue from Shorcan Brokers Limited was lower in Q4/15 compared with Q4/14, reflecting lower volumes in Government of Canada and Provincial bonds.
  • CDS revenue decreased in Q4/15 compared with Q4/14 reflecting lower clearing volumes and reduced revenue from other services.
  • The increase in energy trading and clearing revenue reflected the positive impact from a stronger U.S. dollar relative to the Canadian dollar in Q4/15 compared with Q4/14 on the revenues of NGX and Shorcan Energy Brokers and price increases for certain natural gas contracts. The increases were partially offset by a net deferral of revenue in NGX in Q4/15 compared with a net recapture in Q4/14. Total energy volumes on NGX increased by 3% (3.4 million terajoules in Q4/15 compared with 3.3 million terajoules in Q4/14) as natural gas volumes increased from Q4/14 to Q4/15. U.S. power volume also increased as a result of a discounting program for longer dated transactions. There was also an increase in revenue from Shorcan Energy Brokers in Q4/15 compared with Q4/14 reflecting higher volumes.

Other






(in millions of dollars)

Q4/15

Q4/14

$ (decrease)

% (decrease)


$2.1

$2.6

$(0.5)

(19)%

  • The decrease in Other revenue was primarily due to lower net foreign exchange gains on U.S. dollar and other non-Canadian dollar denominated net monetary assets in Q4/15 compared to Q4/14.

Operating expenses before strategic realignment expenses






(in millions of dollars)

Q4/15

Q4/14

$ increase/
decrease)

% increase/
(decrease)

Compensation and benefits

$56.0

$52.9

$3.1

6%

Information and trading systems

22.1

21.6

0.5

2%

Selling, general and administration

21.9

23.2

(1.3)

(6)%

Depreciation and amortization

16.6

18.0

(1.4)

(8)%


$116.6

$115.7

$0.9

1%

Operating expenses before strategic realignment expenses in Q4/15 were up 1% from Q4/14.  During Q4/15, there was an increase in costs related to Razor Risk of $3.5 million as well as additional costs related to TMX Atrium Wireless.  However, there was a reduction in expenses related to the operations of Equicom (sold in July 2015).  There was an unfavourable impact from a weaker Canadian dollar relative to other currencies, including the U.S. dollar, in Q4/15 versus Q4/14.  The impact was approximately $3 million.   

____________________________

6 Source: Investment Industry Regulatory Organization of Canada (IIROC)

Compensation and benefits






(in millions of dollars)

Q4/15

Q4/14

$ increase

% increase


$56.0

$52.9

$3.1

6%

  • Compensation and benefits costs increased due to higher costs related to Razor Risk of $3.7 million, lower capitalization of labour and additional costs related TMX Atrium Wireless.
  • These increases were partially offset by a reduction in Equicom costs (sold in July 2015), lower overall employee performance incentive plan costs and reduced compensation expense due to lower headcount.
  • There were 1,187 TMX Group employees at December 31, 2015 versus 1,323 employees at December 31, 2014.

Information and trading systems

(in millions of dollars)

Q4/15

Q4/14

$ increase

% increase


$22.1

$21.6

$0.5

2%

  • Information and trading systems expenses increased primarily due to new costs related to circuits and towers associated with TMX Atrium Wireless.
  • These increases were partially offset by lower operating expenses related network and server costs.

Selling, general and administration






(in millions of dollars)

Q4/15

Q4/14

$(decrease)

% (decrease)


$21.9

$23.2

($1.3)

(6)%

  • Selling, general and administration costs decreased in Q4/15 due to lower occupancy costs, lower bad debts, the elimination of Equicom costs (sold in July 2015) and a reduction in costs in BOX.
  • These were partially offset by additional operating costs associated with TMX Atrium Wireless and the reversal of a 2011 commodity tax provision in 2014 of $2.5 million.

Depreciation and amortization 

(in millions of dollars)

Q4/15

Q4/14

$ (decrease)

% (decrease)


$16.6

$18.0

$(1.4)

(8)%

  • Depreciation and amortization costs reflect a reduction in amortization relating to intangible assets of $1.1 million and a reduction in depreciation of fixed assets of $0.3 million.
  • The Depreciation and amortization costs of $16.6 million included $9.3 million ($8.8 million, net of NCI) related to amortization of intangibles related to acquisitions (11 cents per basic and diluted share).

Strategic realignment expenses

Strategic realignment expenses of $8.2 million (11 cents basic and diluted share) include severance expense of $7.9 million (11 cents per basic and diluted share) and professional fees of $0.3 million.

Impairment charges






(in millions of dollars)

Q4/15

Q4/14

$ increase

% increase


$215.8

$—

$215.8

n/a

  • In accounting for the Maple Transaction, all of our assets were recorded based on fair value in Q3/12 and at a time when the resource sector was much more robust.  While our revenue and customer base are somewhat diversified, a significant portion of our issuers come from the resource sector. The valuation of goodwill and intangible assets was established near the peak of the commodity cycle.  Since that time, the impact of lower commodity prices and the downturn in the resource sector has significantly impacted financing and trading activity.  Specifically, the TSXV market and the smaller market cap listings on TSX have been negatively impacted, and this has contributed to the impairment in the value of goodwill and intangible assets attributed to certain cash-generating units, or CGUs.
  • As at December 31, 2015, we determined that the fair value of the Listings, Equities trading, BOX and other CGUs had recoverable amounts less than their carrying amounts.  We recognized a non-cash impairment charge of $215.8 million ($3.57 per basic and diluted share) related to goodwill and intangible assets for those CGUs.

Income tax expense





(in millions of dollars)

Q4/15

Q4/14

$ (decrease)


$3.0

$14.9

$(11.9)

  • Excluding the impact of the non-cash impairment charges in Q4/15 of $215.8 million, the effective tax rate would have been approximately 27% in Q4/15.

Net loss attributable to non-controlling interests





(in millions of dollars)

Q4/15

Q4/14

$ increase


$15.9

$0.3

$15.6

  • MX now holds a 49.4% ownership interest in BOX Holdings Group LLC (BOX Holdings) which holds all the membership units of BOX. In January 2015, BOX launched a program to incent subscribers to provide liquidity. In exchange for providing this liquidity, subscribers will receive VPRs, which are comprised of Class C units of BOX Holdings and an order flow commitment. As a results, MX's ownership interest in BOX Holdings decreased from 53.8% in Q4/14 to 49.4% in Q4/15.
  • The results for BOX are consolidated in our Consolidated Income Statements as TMX Group continues to hold majority voting power. Net loss attributable to non-controlling interests represents the other BOX members' share of BOX's income or loss for the period.
  • The increase in loss from Q4/14 to Q4/15 reflected the non-controlling interest's share of non-cash impairment charges related to BOX and lower revenue.

Summary of Cash Flows





(in millions of dollars)

Q4/15

Q4/14

$ increase /

(decrease) in cash

Cash Flows from Operating Activities

$48.6

$58.5

$(9.9)

Cash Flows (used in) Financing Activities

(105.7)

(72.0)

(33.7)

Cash Flows from (used in) Investing Activities

19.1

(0.4)

19.5

  • The decrease in Cash Flows from Operating Activities in Q4/15 compared with Q4/14 reflected lower income from operations (excluding depreciation and amortization) and a decrease in cash related to deferred revenue as well as trade and other payables. These decreases in cash were partially offset by an increase in cash related to trade and other receivables, and prepaid expenses.
  • In Q4/15, Cash Flows used in Financing Activities was higher than in Q4/14 primarily due to significantly higher net repayments on our Commercial Paper partially offset by an increase in net drawings on liquidity facilities.
  • In Q4/15, Cash Flows from Investing Activities was higher than in Q4/14. In Q4/14, there was a net cash outflow of $14.7 million related the cost of acquisitions (net of cash acquired). There was an increase in dividends received as well as a reduction in cash outlays for additions to premises and equipment and intangible assets in Q4/15 compared with Q4/14. Partially offsetting the increases in cash, the net sale of marketable securities was lower in Q4/15 than in Q4/14.

YEAR ENDED DECEMBER 31, 2015 COMPARED WITH YEAR ENDED DECEMBER 31, 2014

The information below reflects the financial statements of TMX Group for the year ended December 31, 2015 compared with the year ended December 31, 2014.

For a more meaningful discussion of the results of operations for 2015 compared with 2014, please see our TMX Group Limited 2015 Management's Discussion and Analysis (MD&A) that can be accessed through www.sedar.com or our website at www.tmx.com.






(in millions of dollars, except per share

amounts)

Year ended

December 31,

2015

Year ended

December 31,

2014

$ increase /

(decrease)

% increase /

(decrease)






Revenue

$717.0

$717.3

$(0.3)

0%






Operating expenses before strategic

realignment expenses

449.6

438.7

10.9

2%

Income from operations before strategic

realignment expenses

267.4

278.6

(11.2)

(4%)






Strategic realignment expenses

22.7

22.7

n/a






Income from operations

244.7

278.6

(33.9)

(12%)






Net income (loss) attributable to TMX

Group shareholders

(52.3)

100.5

(152.8)

(152%)






Earnings (loss) per share7






Basic

(0.96)

1.85

(2.81)

(152%)


Diluted

(0.96)

1.85

(2.81)

(152%)

Adjusted Earnings per share8






Basic

3.64

3.84

(0.20)

(5%)


Diluted

3.64

3.84

(0.20)

(5%)






Cash flows from operating activities

250.3

254.2

(3.9)

(2%)


____________________________

7 Earnings per share information is based on net income attributable to TMX Group shareholders.

8 See discussion under the heading Non-IFRS Financial Measures.

Adjusted Earnings per Share9 Reconciliation for Year ended December 31, 2015 and Year ended December 31, 2014

The following is a reconciliation of earnings (loss) per share10 to adjusted earnings per share9:





Year ended December 31, 2015

Year ended December 31, 2014

(unaudited)

Basic

Diluted

Basic

Diluted

Earnings (loss) per share10

($0.96)

($0.96)

$1.85

$1.85

Adjustments related to:






Amortization of intangibles related to acquisitions

0.50

0.50

0.53

0.53


Increase in deferred income tax liabilities resulting

from the change in Alberta corporate income

tax rate

0.13

0.13


Strategic realignment expenses

0.30

0.30


Non-cash impairment charges

3.67

3.67

1.31

1.31


Maple transaction and integration costs

0.10

0.10


Credit facility refinancing expenses

0.05

0.05

Adjusted earnings per share9

$3.64

$3.64

$3.84

$3.84

Weighted average number of common shares outstanding

54,345,595

54,378,411

54,241,388

54,333,221


____________________________

9

See discussion under the heading Non-IFRS Financial Measures.

10

Earnings per share information is based on net income attributable to TMX Group shareholders.

FINANCIAL STATEMENTS GOVERNANCE PRACTICE

The Finance & Audit Committee of the Board of Directors of TMX Group reviewed this press release as well as the 2015 audited annual consolidated financial statements and related MD&A, and recommended they be approved by the Board of Directors. Following review by the full Board, the 2015 audited annual consolidated financial statements, MD&A and the contents of this press release were approved.

CONSOLIDATED FINANCIAL STATEMENTS

Our 2015 audited annual consolidated financial statements are prepared in accordance with IFRS and are reported in Canadian dollars. The financial measures included in this press release are derived from financial information prepared in accordance with IFRS, unless otherwise specified. All amounts in the press release are in Canadian dollars unless otherwise noted.

TMX Group has filed its 2015 audited annual consolidated financial statements and MD&A with Canadian securities regulators today, after which time these documents 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 TMXshareholder@tmx.com.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This press release of TMX Group 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.

Additional examples of 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 including changes in business cycles that impact our sector; 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; constraints imposed by our level of indebtedness; risks of litigation or other proceedings; dependence on adequate numbers of customers; failure to develop, market 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 on third party suppliers and service providers; dependence of trading operations on a small number of clients; risks associated with our clearing operations; challenges related to international expansion; restrictions on ownership of TMX Group common shares; inability to protect our intellectual property; adverse effect of a systemic market event on certain of our businesses; risks associated with the credit of customers; cost structures being largely fixed; dependence on market activity that cannot be controlled; the regulatory constraints that apply to the business of TMX Group and its regulated subsidiaries, costs of on exchange clearing and depository services, trading volumes (which could be higher or lower than estimated) and revenues; future levels of revenues being lower than expected or costs being higher than expected.

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), commodities prices, the level of trading and activity on markets, and particularly the level of trading in TMX Group's key products; business development and marketing and sales activity; 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 and client acceptance of new products; successful introduction of various technology assets and capabilities; 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 under the heading Risks and Uncertainties in the 2015 Annual MD&A.

About TMX Group (TSX:X)

TMX Group's key subsidiaries operate cash and derivative markets and clearinghouses for multiple asset classes including equities, fixed income and energy. Toronto Stock Exchange, TSX Venture Exchange, TSX Alpha Exchange, The Canadian Depository for Securities, Montréal Exchange, Canadian Derivatives Clearing Corporation, NGX, BOX Options Exchange, Shorcan, Shorcan Energy Brokers, AgriClear and other TMX Group companies provide listing markets, trading markets, clearing facilities, depository services, data products and other services to the global financial community. TMX Group is headquartered in Toronto and operates offices across Canada (Montréal, Calgary and Vancouver), in key U.S. markets (New York, Houston, Boston and Chicago) as well as in London, Beijing, Singapore and Sydney. For more information about TMX Group, visit our website at http://www.tmx.com. Follow TMX Group on Twitter: @TMXGroup.

Teleconference / Audio Webcast

TMX Group will host a teleconference / audio webcast to discuss the financial results for Q4/15.

Time: 8:00 a.m. - 9:00 a.m. ET on Friday, February 12, 2016.

To teleconference participants: Please call the following number at least 15 minutes prior to the start of the event.

The audio webcast of the conference call will also be available on TMX Group's website at www.tmx.com, under Investor Relations.

Teleconference Number: 647-427-7450 or 1-888-231-8191

Audio Replay: 416-849-0833 or 1-855-859-2056

The passcode for the replay is 17628721.

TMX GROUP LIMITED




Consolidated Balance Sheets








(in millions of Canadian dollars)

(Unaudited)





December 31, 2015


December 31, 2014


Assets




Current assets:




Cash and cash equivalents


$

154.1


$

214.0


Restricted cash and cash equivalents


75.4


75.6


Marketable securities


71.2


59.7


Trade and other receivables


79.3


91.3


Energy contracts receivable


418.4


696.5


Fair value of open energy contracts


81.2


201.3


Balances with Clearing Members and Participants


11,551.2


8,807.2


Other current assets


18.8


14.7




12,449.6


10,160.3


Non-current assets:




Fair value of open energy contracts


18.3


12.5


Goodwill and intangible assets


4,399.7


4,650.3


Other non-current assets


118.7


123.1


Deferred income tax assets


31.1


17.9


Total Assets


$

17,017.4


$

14,964.1






Liabilities and Equity




Current liabilities:




Trade and other payables


$

80.2


$

77.1


Participants' tax withholdings


75.4


75.6


Energy contracts payable


418.4


696.5


Fair value of open energy contracts


81.2


201.3


Balances with Clearing Members and Participants


11,551.2


8,807.2


Debt


424.0


233.9


Liquidity facilities drawn


0.2


2.2


Other current liabilities


32.5


34.9




12,663.1


10,128.7


Non-current liabilities:




Fair value of open energy contracts


18.3


12.5


Debt


648.2


997.2


Other non-current liabilities


42.7


52.6


Deferred income tax liabilities


826.8


827.2


Total Liabilities


14,199.1


12,018.2


Equity:




Share capital


2,861.7


2,858.3


Contributed surplus


11.0


7.2


Retained earnings (deficit)


(106.6)


34.0


Accumulated other comprehensive income


21.9


9.3


Total Equity attributable to equity holders of the Company


2,788.0


2,908.8


Non-controlling interests


30.3


37.1


Total Equity


2,818.3


2,945.9


Total Liabilities and Equity


$

17,017.4


$

14,964.1






 

TMX GROUP LIMITED




Consolidated Income (Loss) Statements








(In millions of Canadian dollars,
except per share amounts) 
(Unaudited)

For the three months ended


For the year ended

December 31



December 31

2015



2014



2015



2014






Revenue

$

177.1


$

182.7


$

717.0


$

717.3

REPO interest:






Interest income

8.8


22.7


46.2


77.1


Interest expense

(8.8)


(22.7)


(46.2)


(77.1)


Net REPO interest




Total revenue

177.1


182.7


717.0


717.3






Compensation and benefits

56.0


52.9


219.2


206.8

Information and trading systems

22.1


21.6


77.2


70.0

Selling, general and administration

21.9


23.2


84.2


91.6

Depreciation and amortization

16.6


18.0


69.0


70.3

Total operating expenses before strategic re-alignment expenses

116.6


115.7


449.6


438.7






Income from operations before strategic re-alignment expenses

60.5


67.0


267.4


278.6






Strategic re-alignment expenses

8.2



22.7







Income from operations

52.3


67.0


244.7


278.6






Net income from equity accounted investees

0.8


0.6


2.8


3.0

Impairment charges

(215.8)



(221.7)


(136.1)

Maple transaction and integration costs


(2.5)



(6.7)

Finance income (costs):






Finance income

0.4


1.1


2.9


4.2


Finance costs

(9.6)


(10.5)


(40.2)


(43.2)


Credit facility refinancing expenses




(3.6)


Net finance costs

(9.2)


(9.4)


(37.3)


(42.6)






(Loss) income before income taxes

(171.9)


55.7


(11.5)


96.2






Income tax expense

3.0


14.9


57.0


41.6






Net (loss) income

$

(174.9)


$

40.8


$

(68.5)


$

54.6






Net (loss) income attributable to:





Equity holders of the Company

$

(159.0)


$

41.1


$

(52.3)


$

100.5

Non-controlling interests

(15.9)


(0.3)


(16.2)


(45.9)


$

(174.9)


$

40.8


$

(68.5)


$

54.6











(Loss) earnings per share
(attributable to equity holders of the Company):





Basic

$

(2.92)


$

0.76


$

(0.96)


$

1.85

Diluted

$

(2.92)


$

0.76


$

(0.96)


$

1.85

 











TMX GROUP LIMITED










Consolidated Statements of Comprehensive (Loss) Income




















(In millions of Canadian dollars)

For the three months ended


For the year ended

(Unaudited)




December 31





December 31



2015


2014



2015


2014











Net (loss) income

$

(174.9)

$

40.8


$

(68.5)

$

54.6






Other comprehensive income (loss):





Items that will not be reclassified to the consolidated income statements:






Actuarial gains (losses) on defined benefit pension and

other post-retirement benefit plans, net of taxes

2.6

(7.1)


2.6

(7.1)

Total items that will not be reclassified to the consolidated

income statements

2.6

(7.1)


2.6

(7.1)






Items that may be reclassified subsequently to the consolidated income

statements:






Unrealized gains on translating financial statements
of foreign operations

5.0

2.6


19.6

6.3


Change in fair value of effective portion of interest rate swaps

designated as cash flow hedges, net of taxes

0.6

0.3


(1.3)

(0.2)


Reclassification to net income of losses (gains) on interest rate

swaps, net of taxes

(0.1)


1.0

0.5

Total items that may be reclassified subsequently to the

consolidated income statements

5.6

2.8


19.3

6.6

Total comprehensive (loss) income

$

(166.7)

$

36.5


$

(46.6)

$

54.1











Total comprehensive (loss) income attributable to:





Equity holders of the Company

$

(152.5)

$

35.6


$

(37.1)

$

96.7

Non-controlling interests

(14.2)

0.9


(9.5)

(42.6)


$

(166.7)

$

36.5


$

(46.6)

$

54.1

 

TMX GROUP LIMITED



Consolidated Statements of Changes in Equity





(In millions of Canadian dollars)
(Unaudited)

For the year ended December 31, 2015




Attributable to equity holders of the Company

Non-
controlling
interests


Total
equity




Share
capital


Contributed
surplus


Accumulated
other
comprehensive
 income


Retained
earnings
(deficit)


Total
attributable
to equity
holders


Balance at January 1, 2015

$

2,858.3


$

7.2


$

9.3


$

34.0


$

2,908.8


$

37.1


$

2,945.9











Net loss





(52.3)


(52.3)


(16.2)


(68.5)











Other comprehensive income (loss):







Foreign currency translation
differences




12.9



12.9


6.7


19.6


Net change in interest rate
swaps designated as cash
flow hedges, net of taxes




(0.3)



(0.3)



(0.3)


Actuarial gains on defined
benefit pension and other
post-retirement benefit
plans, net of taxes





2.6


2.6



2.6


Total comprehensive income (loss)



12.6


(49.7)


(37.1)


(9.5)


(46.6)











Dividends to equity holders





(87.0)


(87.0)



(87.0)


Dividend to non-controlling
interests







(1.3)


(1.3)


Changes to BOX Holdings
non-controlling interests



1.3



(3.9)


(2.6)


4.0


1.4


Proceeds from exercised
share options


3.2





3.2



3.2


Cost of exercised share
options


0.2


(0.2)







Cost of share option plan



2.7




2.7



2.7


Balance at December 31, 2015

$

2,861.7


$

11.0


$

21.9


$

(106.6)


$

2,788.0


$

30.3


$

2,818.3


 

TMX GROUP LIMITED



Consolidated Statements of Changes in Equity





(In millions of Canadian dollars)

(Unaudited)

For the year ended December 31, 2014




Attributable to equity holders of the Company

Non-
controlling
interests


Total
equity




Share
capital


Contributed
surplus


Accumulated
other
comprehensive
income


Retained
earnings


Total
attributable
to equity
holders


Balance at January 1, 2014


$

2,849.2


$

5.2


$

6.0


$

27.4


$

2,887.8


$

83.0


$

2,970.8











Net income (loss)





100.5


100.5


(45.9)


54.6











Other comprehensive income (loss):








Foreign currency translation
differences




3.0



3.0


3.3


6.3


Net change in interest rate
swaps designated as cash
flow hedges, net of taxes




0.3



0.3



0.3


Actuarial losses on defined
benefit pension and other post-
retirement benefit plans, net of
taxes





(7.1)


(7.1)



(7.1)


Total comprehensive income (loss)



3.3


93.4


96.7


(42.6)


54.1











Dividends to equity holders





(86.8)


(86.8)



(86.8)


Dividend to non-controlling
interests







(3.3)


(3.3)


Proceeds from exercised share
options


8.4





8.4



8.4


Cost of exercised share
options


0.7


(0.7)







Cost of share option plan



2.7




2.7



2.7


Balance at December 31, 2014

$

2,858.3


$

7.2


$

9.3


$

34.0


$

2,908.8


$

37.1


$

2,945.9


 

TMX GROUP LIMITED

Consolidated Statements of Cash Flows


(In millions of Canadian dollars)

For the three months ended


For the year ended


(Unaudited)



December 31



December 31




2015


2014


2015


2014








Cash flows from (used in) operating activities:






(Loss) income before income taxes


$

(171.9)


$

55.7


$

(11.5)


$

96.2


Adjustments to determine net cash flows:







Depreciation and amortization


16.6


18.0


69.0


70.3



Impairment charges


215.8



221.7


136.1



Net finance costs


9.2


9.4


37.3


42.6



Maple transaction and integration costs



2.5



6.7



Maple transaction and integration related cash outlays


(0.1)


(0.4)


(1.2)


(6.7)



Net income from equity accounted investees


(0.8)


(0.6)


(2.8)


(3.0)



Cost of share option plan


0.7


0.4


2.7


2.7



Employee defined benefits expense



3.9


3.5


6.8



Unrealized exchange gains


(0.1)


(0.1)


(2.4)


(1.4)


Trade and other receivables, and prepaid expenses


16.2


(5.4)


12.2


(9.9)


Trade and other payables


3.7


8.7


4.6


(28.9)


Provisions


(0.7)


(1.1)


(1.8)


(1.4)


Deferred revenue


(29.1)


(17.9)


0.4


2.3


Other assets and liabilities


6.6


(0.7)


0.6


1.4


Cash paid for employee defined benefits


(0.5)


(0.5)


(2.0)


(3.0)


Income taxes paid


(17.0)


(13.4)


(80.0)


(56.6)




48.6


58.5


250.3


254.2








Cash flows from (used in) financing activities:






Interest paid


(14.2)


(14.9)


(33.7)


(37.3)


Net settlement on derivative instruments


(0.5)


(0.4)


(0.6)


(1.3)


Reduction in obligations under finance leases


(0.6)


(0.7)


(2.0)


(2.5)


Proceeds from exercised options


1.9


0.3


3.2


8.4


Dividends paid to equity holders


(21.9)


(21.7)


(87.0)


(86.8)


Dividend paid to non-controlling interests




(1.3)


(3.3)


BOX Holdings purchase of membership units for cancellation



(3.8)



Financing and refinancing fees, expensed





(0.3)


Liquidity facilities drawn, net


(29.0)


(13.3)


(2.0)


0.9


Commercial Paper, net


(41.4)


(21.3)


(164.9)


231.6


Net repayment of loans payable, net of financing costs





(336.0)




(105.7)


(72.0)


(292.1)


(226.6)








Cash flows from (used in) investing activities:






Interest received


0.4


0.8


2.3


3.7


Dividends received


6.5


2.2


6.5


3.9


Additions to premises and equipment and intangible assets, net of grants

(5.5)


(11.8)


(23.7)


(27.8)


Acquisitions, net of cash acquired



(14.7)



(14.7)


Other proceeds


0.2



3.2



Marketable securities


17.5


23.1


(11.3)


7.3




19.1


(0.4)


(23.0)


(27.6)








Decrease in cash and cash equivalents


(38.0)


(13.9)


(64.8)









Cash and cash equivalents, beginning of the period


191.0


227.3


214.0


212.2








Unrealized foreign exchange gains on cash and cash equivalents

held in foreign currencies


1.1


0.6


4.9


1.8









Cash and cash equivalents, end of the period


$

154.1


$

214.0


$

154.1


$

214.0


 

SOURCE TMX Group Limited

For further information: Shane Quinn, Senior Manager, Corporate Communications & Public Affairs, TMX Group, 416-947-4609, shane.quinn@tmx.com; Kristine Cheng, Manager, Investor Relations, TMX Group, 416-947-4315, kristine.cheng@tmx.com


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