1Q15 Earnings Presentation May 15, 2015 May 2015 X 1 Public Public Forward Looking Statements This presentation may contain certain statements that express the management’s expectations, beliefs and assumptions about future events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data, and on current projections about the industries BM&FBOVESPA works in. The verbs “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “project,” “target” and other similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future BM&FBOVESPA performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&FBOVESPA services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries BM&FBOVESPA operates in; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by BM&FBOVESPA customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of BM&FBOVESPA products in foreign jurisdictions. All forward-looking statements in this presentation are based on information and data available as of the date they were made, and BM&FBOVESPA undertakes no obligation to update them in light of new information or future development. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended. 2 1Q15 Highlights (vs. 1Q14) Growth driven by BM&F segment and other revenues not tied to volumes FINANCIAL HIGHLIGHTS OPERATIONAL HIGHLIGHTS Total revenues: R$577.3 MM, +5.9% BM&F segment: BM&F seg.: R$250.9 MM, +10.8% ADV: 2.7 million contracts, -3.1% Bovespa seg.: R$218.1 MM, -0.7% RPC: R$1.489, +13.7% Other: R$108.3 MM, +9.5% Bovespa segment: Net revenues: R$520.4 MM, +6.5% Adjusted expenses¹: R$138.6 MM, +1.6% Operating income: R$299.0 MM, -1.6% ADTV: R$6.65 billion, +3.0% Margin: 5.292 bps, -0.10 bps Other business lines (not tied to volumes): EBITDA²: R$376.5 MM, -1.8% Securities lending: +4.9% in average open interest and rebates removal starting from Jan’15 (EBITDA margin 72.3%) Tesouro Direto: +40.6% in assets under custody Financial results: R$61.6 MM, +28.9% Adjusted net income³: R$ 391.3 MM, +4.2% 1Q15 UPDATES ON MAIN INITIATIVES Adjusted EPS: R$0.217, +7.1% iBalcão: (i) new products and features in the fixed income securities registration platform; and (ii) migration of OTC derivatives to the new platform RETURNING CAPITAL TO SHAREHOLDERS Enhancements in prices and incentives: some of the changes announced in 2H14 were implemented and are positively impacting the Company’s earnings Payout: dividends of R$223.6 MM in 1Q15, 80% of GAAP net income Investment in Bolsa de Comercio de Santiago (BCS): equity investment of R$43.6 million, representing 8.3% of BCS 1 Expenses adjusted to Company’s (i) depreciation and amortization; (ii) stock grant plan – principal and payroll taxes - and stock options plan; (iii) tax on dividends from the CME Group; and (iv) provision and transfer of fines. ² According to CVM Rule 527/12 that does not exclude equity method of accounting. ³ Excludes deferred taxes recognized in relation with temporary differences from amortization of goodwill for tax purposes; costs from stock options and stock grant plans, net of tax deductibility; investment in affiliate (CME Group) accounted under the equity method of accounting, net of taxes related to dividends received from CME Group; and taxes paid overseas to be compensated. 3 BM&F Segment Performance FX rate depreciation positively impacting RPC AVERAGE DAILY VOLUME (ADV) AND AVERAGE REVENUE PER CONTRACT (RPC) ADV: 2.7 million contracts, -3.1% Y-o-Y -21.5%: Int. Rates in BRL (in millions of contracts) Contracts priced in USD¹ represented ~33% of derivatives ADV in 1Q15 +50.4%: Int. Rates in USD +75.3%: Mini Contracts RPC: R$1.489 per contract, +13.7% Y-o-Y Depreciation of BRL against USD Mix effect (different groups of contracts and futures versus options) Removal of 10% discount for DMA RPC AND FX RATE (in R$) ~55% of derivatives revenue in 1Q15 came from contracts priced in USD¹ MINI CONTRACTS (in thousands of contracts) 8.8% 11.3% 11.9% 16.4% 16.0% % of total ADV ¹ Includes FX, Int. Rate in USD, Mini FX and Commodities contracts. ² Calculated as the average fluctuation of the end-of-month PTAX exchange rate (compiled by the Central Bank) as at the end of each month in the period from December 2013 through February 2014, and then in the period from December 2014 through February 2015, as these rates provide the basis on which we calculate average RPC for 1Q14 and 1Q15, respectively. 4 Bovespa Segment Performance Higher level of market activity in the cash market AVERAGE DAILY TRADING VALUE (ADTV) (in R$ billions) 1Q15 vs. 1Q14: +3.0% ADTV reached R$6.65 billion, as a result of: Turnover velocity increase to 71.8% from 69.0% in 1Q14 -1.4% market capitalization Y-o-Y MARKET CAPITALIZATION AND TURNOVER VELOCITY TRADING MARGINS (in basis point - bps) Markets Cash market Derivatives on single stocks Options market (stocks / indices) Forward market Total Bovespa 1Q15 4.986 14.202 14.698 12.999 5.292 1Q14 5.068 13.737 14.121 12.998 5.389 (in R$ trillions) 1Q15 vs. 1Q14: -0.10 bps Trading/post-trading margins impacted by: Lower participation of equity derivatives in total volume Higher volumes tied to the expiration of options on indices Greater participation of day traders 5 1Q15 Revenues Breakdown Diversified revenues base DERIVATIVES REVENUES (BM&F + BOVESPA) ACCOUNTED FOR 45.9% OF THE TOTAL P 42.6%: Derivatives¹ (BM&F Seg.) $ $ $ Total Revenues R$577.3 million 16.5%: Interest rate in BRL contracts 17.0%: FX Contracts 5.2%: Interest rate in USD contracts 3.9%: Other Financial/Commodity contracts 3.3%: Stock and Indices Derivatives¹ (Bovespa Seg.) 33.9%: Cash Market (Bovespa Seg.) 5.2%: Trading 28.7%: Post-Trade 20.2%: Others not tied to volumes P Influenced by: P Enhancements in prices and incentives (implemented in 1Q15) $ FX rate 1Trading/post-trading. $ P 3.8%: Securities Lending 3.2%: Depository, Custody and Back-Office 3.3%: Vendors 2.1%: Listing 1.7%: Trading Access 6.1%: Others 6 1Q15 Expenses Breakdown Continued efficiency through a diligent expense management ADJUSTED EXPENSES¹ - Y-O-Y INCREASE (DECREASE) ON KEY EXPENSE ITEMS (in R$ millions) Adjusted expenses increased 1.6%, versus an inflation of +8.1%² Adjusted personnel³ (+6.9%): non-recurring provision of R$6.8 million Data processing (+5.4%): higher maintenance expenses following the BM&FBOVESPA Clearinghouse deployment in Aug’14 Third party services (-15.6%): lower expenses with consulting services Other (-3.5%): showed a decrease even considering higher energy costs and provisions WHAT EXPECT FOR FY15 Adjusted expenses budget: between R$590 million and R$615 million Change from 2014 should vary between -0.4% and +3.8%, significantly bellow expected inflation ¹ Expenses adjusted to Company’s (i) depreciation and amortization; (ii) stock grant plan – principal and payroll - taxes and stock options plan; (iii) tax on dividends from the CME Group; and (iv) provisions and transfer of fines. ² IPCA last 12 months until March 2015 (Source IBGE). ³ Excluding the impact of stock grant/option expenses. 4Include expenses with maintenance, board and committee members compensation and others. 7 Long-term Incentive Plan Based on Stock Grants Impacts of changes in the long-term incentive plans AS OF 1Q15 BM&FBOVESPA STARTED TO RECORD EXPENSES RELATED TO STOCK GRANTS¹ Impacts on the Income Statement Overview of the stock grant plan Basis for calculation Price reference Impacted by BVMF3 market price variation (volatility on expenses) Accounting accrual Principal amount Payroll taxes # of shares granted # of shares granted x 60.3% Share price on the grant date Share price on the transfer date No Yes Pro-rata for vesting period Pro-rata for vesting period Form of payment Shares Cash Time of payment Share transfer date² Share transfer date² Yes Yes Tax deductible Income Statement (consolidated) in R$ millions Net revenues - Expenses (18.3) Personnel (18.3) Stock grant – principal amount (9.9) Stock grant – payroll taxes (8.4) Operating income (18.3) Equity on income of investees - Financial results - Earnings before taxes Income tax and social contribution Net income (18.3) 6.2 (12.1) Impacts on the income statement Transition impacts (from stock options to stock grants) R$25.0 million non-recurring expense related to payroll taxes from the transition (not considered on the table), as announced in the Notice to the Market released on February 4, 2015. ¹ There will be a small residual amount of stock options plans outstanding. In 1Q15, expenses related to that represented only 0.05% of the personnel line. ² For each stock grant program, a minimum total term of 3 years from the stock grant date and the last date for transfer shall be respected. Moreover, a minimum waiting period of 12 months shall be respected (i) between the stock grant date and the first transfer date and (ii) between each of the lots of shares, after the first transfer. 8 Accounting Treatment of the Investment in CME Group Changes introduced by Law 12,973/14 NEW ACCOUNTING TREATMENT OF THE INVESTMENT IN CME GROUP Dividends paid by CME Group Taxes on dividends received from CME Group are no longer recognized as expenses Dividends received from CME will be added to the Company’s tax base calculation (tax book only) Withholding taxes on dividends paid overseas will offset the increase in the Company’s tax base (tax book only) Impacts on the Income Statement Income Statement (consolidated) Net revenue Expenses Taxes Operating income Equity in income of investees Equity in income of investees Equity in income of investee will be calculated based on CME Group’s net income (after taxes), instead of the earnings before taxes Corporate taxes paid overseas by CME no longer will impact equity income and income tax lines in the income statement Financial Results Earnings before taxes Income tax and social contribution Net income Impacts on the income statement Impact on the net income vis-à-vis the previous treatment will depend on the amount paid in dividends, versus the amount recognized as equity in income of investees 9 Financial Highlights Consistently returning capital to shareholders CASH AND FINANCIAL INVESTMENTS RETURNING CAPITAL TO SHAREHOLDERS (in R$ millions) Payout R$223.6 million in dividends (80% of the 1Q15 GAAP net income): payment on May 29th (shareholders’ position of May 18th) Share Buyback YTD15: 6.8 million shares (R$63.7 million). The current share buyback program allows the acquisition of up to 60 million shares until Dec’15 FINANCIAL RESULT Financial result of R$ 61.6 million, up 28.9% from 1Q14, mainly due to higher average interest rates and higher average cash and financial investment positions CAPEX Available funds: Q-o-Q increase, mainly due to additional cash position held to cover dividend payments due in 1H15 (R$409.5 million) 1Q15: R$ 42.4 million Capex budget ranges: 2015: between R$200 – 230 million 2016: between R$165 – 195 million ¹ Includes earnings and rights on securities in custody. ² Includes third party collateral at BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA). 10 Revenues Diversification – iBalcão Focus on customers’ demands and needs GATHERING THE RIGHT ATTRIBUTES FOR A STRATEGIC MARKET POSITIONING One-Stop-Shop Specialized teams with full time dedication to iBalcão Customer service Quality Simplified fee structure Customized solutions Capital efficiency ROADMAP Financial Letters Variable Yield CDB Bank instruments Agribusiness Credit Bills (LCA) 2011 OTC Derivatives COEs with Physical Delivery Time Deposit (CDB) Real Estate Cred. Bills (LCI) Struct. Notes (COE) 2013 NDF without CCP 2014 Feb’15 NDF with CCP Repos Abr’15 May’15 Swap (new platform) Swap (cash flow) Flex Options 11 Strategic Developments – Recent Updates Delivering on the strategic plan Building a world-class IT and operations infrastructure Products/markets development and revenue diversification BM&FBOVESPA Clearinghouse Greater liquidity for listed products Conclusion of the IT development of the equities phase expected for 4Q15, followed by the tests processes (launching will depend on tests results and regulatory approval) New market makers for options and futures (soybean, coffee, WTI and equity-based index) Efforts to attract more lenders to the securities lending platform (local pension funds and foreign investors) Inflation futures scheduled for 2Q15 PUMA Trading System 669 days¹ without any interruption Enhancements in the price and incentive policies New Data Center Implemented in 1Q15: DMA; securities lending; issuers; and options on equity indices fees 2015: beginning of the moving process Implementation in 2Q15: mini contracts; Int. Rate in BRL fee rebalancing; and depositary Partnership with S&P Dow Jones Indices Development of new equity and fixed income indices Investment in Bolsa de Comercio de Santiago – Chile Equity investment of 8.3% (R$43.6 million) ¹ As of May 14, 2015 12 APPENDIX 13 Bovespa Segment Margins FEE POLICY FOR EXERCISE OF OPTIONS ON INDICES The trading and post-trading fees apply only on the spread Spread: difference between market price and strike price (notional of overall open positions) (in R$ billions) Actual ADTV and margins ADTV 1Q15 vs. 1Q14: +3.0% Margin 1Q15 vs. 1Q14: -0.10 bps (in R$ billions) Normalized ADTV and margins (excluding the portion not charged for) ADTV 1Q15 vs. 1Q14: +3.2% Margin 1Q15 vs. 1Q14: -0.05 bps 14 Growth Products Increasing revenues diversification REVENUES GROWTH OF SELECTED PRODUCTS Products well accepted by clients, with continuous developments to maintain growth trend Securities Lending Tesouro Direto Market maker for options on single stocks Exchange traded funds (ETF) Agribusiness credit bills (LCA) Real estate investment funds (FII) Non sponsored Brazilian Depositary Receipts (BDRs N1 NP) CAGR (2011-15): +16.3% (In R$ millions) 15 Stock Grants vs. Stock Options Main impacts on expenses and earnings Stock Grants: assuming the same nominal amount distributed as variable remuneration, the impact on expenses is higher... Stock Options Stock Grants Amount ($) originally granted (“Vco”) = Qo x Vo Amount ($) originally granted (“Vca”) = Qa x Va Qo: # of options Vo: option fair price (premium of the option calculated with a binomial model) Qa: # of stocks Va: stock’s fair price (~market price) Payroll taxes (“E”) = Qe x Pt x 0,603 Qe: # of stocks delivered Pt: stock price in the delivery date Years Progr. 1 Progr. 2 Progr. 3 1 2 3 4 0.25Vco 0.25Vco 0.25Vco 0.25Vco - - - - 0.25Vco 0.25Vco 0.25Vco 0.25Vco - - - - 0.25Vco 0.25Vco 0.25Vco - - - 0.25Vco 0.25Vco Progr. 4 - - 0.25Vco 0.50Vco 0.75Vco Vco Years Progr. 1 0.25Vco Progr. 5 Impact on expenses 5 Vco Progr. 2 1 2 3 4 0.25Vca 0.25Vca 0.25Vca 0.25Vca E E E E 0.25Vca 0.25Vca 0.25Vca 0.25Vca E E E E 0.25Vca 0.25Vca 0.25Vca E E E 0.25Vca 0.25Vca E E Progr. 3 Progr. 4 0.25Vca Progr. 5 Impact on expenses 5 E 0.25Vca 0.50Vca +E +E 0.75Vca +E Vca +E Vca +E 16 Stock Grants vs. Stock Options Main impacts on expenses and earnings ... while impact on earnings is mostly offset by the deductibility of the expense (principal amount and payroll taxes) Stock Options Years Progr. 1 Progr. 2 Progr. 3 Stock Grants 1 2 3 4 0.25Vco 0.25Vco 0.25Vco 0.25Vco - - - - 0.25Vco 0.25Vco 0.25Vco 0.25Vco - - - - 0.25Vco 0.25Vco 0.25Vco - Progr. 4 - 0.25Vco 0.25Vco - 0.25Vco - 0.25Vco 0.50Vco 0.75Vco Vco Expenses are not tax deductible Years Progr. 1 - Progr. 5 Impact on expenses Expenses deductibility 5 Vco Progr. 2 1 2 3 4 0.25Vca 0.25Vca 0.25Vca 0.25Vca E E E E 0.25Vca 0.25Vca 0.25Vca 0.25Vca E E E E 0.25Vca 0.25Vca 0.25Vca E E E 0.25Vca 0.25Vca E E Progr. 3 Progr. 4 0.25Vca Progr. 5 Impact on expenses Expenses deductibility 5 E 0.25Vca 0.50Vca +E +E 0.75Vca +E Vca +E Vca +E Deduction of 34% on Vca + E Expenses 100% deductible 17 Stock Grants vs. Stock Options Example of impact assuming share price changes going forward The nominal amount of payroll taxes changes in line with the share price variation (up or down) Scenario with stable price Year¹ 5 6 7 Vca ($) 1,000 1,000 1,000 Qa (#) 100 100 100 Va ($) 10 10 10 Pe ($) 10 10 10 Principal Expense 1,000 1,000 1,000 Payroll Taxes 603 603 603 Total Expense 1,603 1,603 1,603 Tax Deduction (+) 545 545 545 Income Impact (-) 1,000 1,014 1,029 8 1,000 100 10 10 1,000 603 1,603 545 1,043 9 1,000 100 10 10 1,000 603 1,603 545 1,058 An increase in the share price will result in higher payroll taxes... Scenario with share price increase Year¹ 5 6 7 8 Vca ($) 1,000 1,000 1,000 1,000 Qa (#) 100 91 83 77 Va ($) 10 11 12 13 Pe ($) 11 12 13 14 Principal Expense 1,000 1,000 1,000 1,000 Payroll Taxes 663 707 733 741 Total Expense 1,663 1,707 1,733 1,741 Tax Deduction (+) 566 580 589 592 Income Impact (-) 1,098 1,127 1,144 1,149 9 1,000 71 14 15 1,000 729 1,729 588 1,141 ... on the other hand, if the share price decrease, it will result in lower payroll taxes Scenario with share price decrease Year¹ 5 6 7 8 Vca ($) 1,000 1,000 1,000 1,000 Qa (#) 100 111 125 143 Va ($) 10 9 8 7 Pe ($) 9 8 7 6 Principal Expense 1,000 1,000 1,000 1,000 Payroll Taxes 543 496 460 433 Total Expense 1,543 1,496 1,460 1,433 Tax Deduction (+) 525 509 496 487 Income Impact (-) 1,018 987 964 946 9 1,000 167 6 5 1,000 411 1,411 480 931 ¹Company after a transition period with four open stock grant programs. 18 Stock Grants vs. Stock Options Impacts on the income statement and balance sheet Income Statement Income Statement (Consolidated) Total revenues Revenue deductions Net revenues Expenses Personnel Balance Sheet Assets Current / Non-current Cash and financial investments Liabilities and equity Current Payroll taxes provision Long-term receivables Non-current Investments Shareholders’ equity Propriety and equipment Capital reserve Intangible assets Treasure shares Total assets Total liabilities and shareholders’ equity Operating income Equity in Income of Investees Financial result Earnings before taxes Income tax and social contribution Net income Financial statements lines impacted by the stock grant plan. 19 Financial Statements Summary of balance sheet (consolidated) ASSETS LIABILITIES AND SHAREHOLDERS´EQUITY (in R$ millions) Current assets 03/31/2015 12/31/2014 (in R$ millions) Current liabilities 3,118.1 2,785.2 323.1 500.5 2,536.8 1,962.2 258.2 322.5 23,379.6 22,478.2 1,608.2 1,522.5 1,474.8 1,392.8 133.4 129.8 4,564.7 3,761.3 426.5 421.2 16,780.2 16,773.2 Others Goodwill 16,064.3 16,064.3 Minority shareholdings Total Assets 26,497.7 25,263.5 Liabilities and Shareholders´ eq. Cash and cash equivalents Financial investments Others Non-current assets Long-term receivables Financial investments Others Investments Property and equipment Intangible assets 03/31/2015 12/31/2014 2,215.3 1,891.8 1,454.7 1,321.9 760.6 569.9 Non-current liabilities 4,744.1 4,383.2 Foreign debt issues 1,957.1 1,619.1 2,588.6 2,584.5 198.4 179.6 19,538.3 18,988.4 2,540.2 2,540.2 14,270.1 15,220.4 2,718.7 1,218.9 9.2 8.9 26,497.7 25,263.5 Collateral for transactions Others Deferred Inc. Tax and Social Contrib. Others Shareholders´ equity Capital stock Capital reserve 20 Financial Statements Net income and adjusted expenses reconciliations ADJUSTED NET INCOME RECONCILIATION (in R$ millions) GAAP net income* Stock Grant/Option (recurring) Deferred tax liabilities (goodwill tax benefits) Equity in income of investees (net of taxes on dividends) Recoverable taxes paid overseas Adjusted net income 1Q15 1Q14 279.5 12.1 137.5 (37.8) 391.3 256.3 6.9 138.6 (44.6) 18.2 375.4 Change 1Q15/1Q14 9.1% 76.7% -0.8% -15.3% 4.2% 4Q14 232.4 7.0 138.6 (34.7) 29.8 373.2 Change 1Q15/4Q14 20.2% 72.9% -0,8% 9,1% 4.8% *Attributable to BM&FBOVESPA shareholders. ADJUSTED EXPENSES RECONCILIATION (in R$ millions) Total Expenses Depreciation Stock grant/option plan Tax on dividends from the CME Group Provisions BBM impact Adjusted Expenses 1Q15 1Q14 221.4 (30.6) (43.4) (8.8) 138.6 184.7 (29.5) (6.9) (5.5) (7.8) 1.4 136.5 Change 1Q15/1Q14 19.9% 3.6% 532.3% 14.1% 1.6% 4Q14 250.4 (32.1) (7.0) (32.8) (4.4) 0.9 174.9 Change 1Q15/4Q14 -11.6% -4.8% 518.7% 101.8% -20.7% 21 Financial Statements Summary of income statement (consolidated) SUMMARY OF INCOME STATEMENT (in R$ millions) Change Change 4Q14 1Q15/1Q14 1Q15/4Q14 1Q15 1Q14 Net revenues 520.4 488.6 6.5% 533.4 -2.4% Expenses (221.4) (184.7) 19.9% (250.4) -11.6% Operating income 299.0 303.8 -1.6% 283.1 5.6% 57.5% 62.2% -473 bps 53.1% 439 bps Equity in income of investees 46.9 50.2 -6.5% 67.5 -30.5% Financial result 61.6 47.8 28.9% 54.1 13.9% Net income* 279.5 256.3 9.1% 232.4 20.2% Adjusted net income 391.3 375.4 4.2% 373.2 4.8% Adjusted EPS (in R$) 0.217 0.203 7.1% 0.204 6.4% Adjusted expenses (138.6) (136.5) 1.6% (174.9) -20.7% Operating margin *Attributable to BM&FBOVESPA shareholders. 22 Contact Investor Relations Department Phone: 55 11 2565-4729 / 4418 / 4207 / 4834 / 7938 ri@bmfbovespa.com.br 23
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