Attached files

file filename
8-K - 8-K - INVESTMENT TECHNOLOGY GROUP, INC.a16-15711_18k.htm

Exhibit 99.1

 

ITG Reports Second Quarter 2016 Results

 

NEW YORK, July 28, 2016 — ITG (NYSE: ITG), a leading independent broker and financial technology provider, today reported results for the quarter ended June 30, 2016.

 

Second quarter 2016 highlights included:

 

·                  GAAP net loss of $5.2 million, or $0.16 per diluted share compared to GAAP net loss of $10.2 million, or $0.30 per diluted share for the second quarter of 2015. GAAP results for the second quarter of 2016 include the impact of charges and a partial offsetting gain netting to $7.1 million, or $0.14 per diluted share after taxes, for (i) settlement costs and associated legal fees related to the arbitration with ITG’s former CEO, (ii) restructuring charges related to our U.S. high-touch trading and sales organizations and the closing of the U.S. matched-book securities lending operations and the Canadian arbitrage trading desk, (iii) the amount expensed for upfront cash and stock awards granted to ITG’s new CEO, and (iv) a gain primarily related to the receipt of proceeds from a business interruption insurance claim arising from a U.S. data center service interruption in August 2015. The GAAP net loss for the second quarter of 2015 includes a reserve for the Company’s settlement with the SEC and related legal and other fees totaling $22.6 million pre-tax, or $0.62 per diluted share after taxes.

 

·                  Adjusted loss of $0.8 million, or $0.02 per share, compared to adjusted net income of $11.4 million, or $0.32 per diluted share in the second quarter of 2015 in each case excluding the charges and gain listed above.

 

·                  Revenues of $120.6 million, compared to revenues of $140.5 million in the second quarter of 2015. Adjusted revenues, excluding the gain amount noted above, were $118.2 million.

 

·                  GAAP expenses of $130.3 million and adjusted expenses of $120.7 million compared to GAAP expenses of $149.4 million and adjusted expenses of $126.8 million in the second quarter of 2015.  Adjusted expenses exclude the charges listed above.

 

·                  Average daily trading volume in the U.S. of 132 million shares versus 183 million shares in the second quarter of 2015. POSIT® average daily U.S. volume was 50 million shares compared to 93 million shares in the second quarter of 2015. Total average daily U.S.

 



 

                        volume traded through POSIT Alert® was 11 million shares, compared to 15 million shares in the second quarter of 2015.

 

·                  In Europe, average daily value traded in POSIT was $1.19 billion compared to $1.25 billion in the second quarter of 2015. Total average daily value traded through POSIT Alert in Europe increased 11% compared to the second quarter of 2015.

 

·                  The repurchase of 322,000 shares of common stock for a total of $5.3 million under ITG’s authorized share repurchase program. Repurchases since the first quarter of 2010 have totaled $246.0 million for a total of 16.2 million shares, resulting in a decrease in shares outstanding, net of issuances, of nearly 25%.

 

Commenting on the results, ITG Chief Executive Officer and President, Frank Troise, said, “Our performance in the second quarter demonstrates the imperative to invest in our business and in our team as we strive to be the global leader in technology-driven liquidity, execution, analytics and workflow solutions. I believe that with passion, discipline and a commitment to excellence we will capitalize on the significant opportunities available across all of our businesses. Over the last several months, we have conducted an end-to-end business review and developed a plan to grow our revenues and expand our margins. I look forward to sharing the details of how the plan is focused on strengthening our client franchise and delivering greater shareholder value on the earnings call this morning.”

 

Regional Segment Results

 

ITG’s North American revenues were $74.4 million in the second quarter of 2016 compared to $92.2 million in the second quarter of 2015. ITG reported a net loss of $0.5 million in North America in the second quarter of 2016, compared to net income of $6.3 million in the second quarter of 2015. U.S. revenues were $58.6 million, compared to $75.5 million in the second quarter of 2015 including the impacts of the sale of the energy research operations in December 2015 and the sale of the remaining investment research operations in May 2016. Canada revenues were $15.8 million, compared to $16.7 million in the second quarter of 2015, including the impact of currency translation.

 

ITG’s Europe and Asia Pacific revenues were $43.5 million in the second quarter of 2016 compared to $48.1 million in the second quarter of 2015, including the impact of currency translation. European revenues were $32.2 million, compared to $33.6 million in the second

 



 

quarter of 2015. Asia Pacific revenues were $11.3 million, compared to $14.5 million in the second quarter of 2015. ITG’s Europe and Asia Pacific operations reported net income of $5.1 million in the second quarter of 2016 compared to $8.0 million in the second quarter of 2015.

 

Corporate activity reduced GAAP net income by $9.9 million in the second quarter of 2016, including the (i) settlement costs and associated legal fees related to the arbitration with ITG’s former CEO, (ii) restructuring charges related to the U.S. high-touch trading and sales organizations and the business closures, and (iii) after-tax impact of the amount expensed during the second quarter of 2016 for the upfront cash and stock awards to ITG’s new CEO. These charges were partially offset by a gain primarily related to a business interruption insurance claim. Corporate activity reduced GAAP net income by $24.5 million in the second quarter of 2015, including the reserve for the SEC settlement and related legal and other fees. Corporate activity includes investment income and non-operating gains, as well as costs not associated with operating ITG’s regional and product group business lines including, among others, the costs of being a public company, intangible amortization, interest expense, the costs of maintaining a global transfer pricing structure, foreign exchange gains and losses and certain non-operating items.

 

Year-to-Date Results

 

For the first six months of 2016, revenues were $245.3 million and adjusted revenues were $242.8 million. GAAP net loss for the first six months of 2016 was $7.7 million, or $0.23 per diluted share, and adjusted net income was $1.1 million, or $0.03 per diluted share. For the first six months of 2015, revenues were $290.2 million, GAAP net income was $6.5 million, or $0.18 per diluted share, and adjusted net income was $28.1 million, or $0.80 per diluted share.

 

The discussion of results above includes adjusted revenues, adjusted expenses, adjusted net income and related per share amounts, which are non-GAAP financial measures that are described in the attached tables along with a reconciliation of these non-GAAP financial measures to GAAP results.

 

Conference Call on 2Q16 Results and Business Review

 

A conference call to discuss the firm’s results, as well as the findings of the recent end-to-end business review, will be held today at 11:00 am ET. Those wishing to listen to the call should dial 1-844-881-0134 (1-412-317-6722 outside the U.S.) at least 15 minutes prior to the start of the call to ensure connection. The webcast and accompanying slideshow presentation will be

 



 

available on ITG’s website at investor.itg.com. For those unable to listen to the live broadcast of the call, a replay will be available for one week by dialing 1-877-344-7529 (1-412-317-0088 outside the U.S.) and entering conference number 10089267. The replay will be available starting approximately one hour after the completion of the conference call.

 

About ITG

 

ITG applies technology and trading expertise to reduce implementation costs, helping clients improve investment performance. ITG provides liquidity, execution, analytics and workflow solutions to leading asset management and brokerage firms. Investment Technology Group, Inc. (NYSE: ITG) has offices in Asia Pacific, Europe and North America and offers trading services in more than 50 countries. For more information go to www.itg.com.

 

In addition to historical information, this press release may contain “forward-looking” statements that reflect management’s expectations for the future. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” and the negative of these terms and other comparable terminology. A variety of important factors could cause results to differ materially from such statements.  Certain of these factors are noted throughout ITG’s 2015 Annual Report on Form 10-K, and its Form 10-Qs (as amended, if applicable) and include, but are not limited to, general economic, business, credit, political and financial market conditions, both internationally and domestically, financial market volatility, fluctuations in market trading volumes, effects of inflation, adverse changes or volatility in interest rates, fluctuations in foreign exchange rates, evolving industry regulations and increased regulatory scrutiny, customers’ reactions to the settlement in August 2015 with the Securities and Exchange Commission, the outcome of contingencies such as legal proceedings or governmental or regulatory investigations, the volatility of our stock price, changes in tax policy or accounting rules, the actions of both current and potential new competitors, changes in commission pricing, rapid changes in technology, errors or malfunctions in our systems or technology, cash flows into or redemptions from equity mutual funds, ability to meet liquidity requirements related to the clearing of our customers’ trades, customer trading patterns, the success of our products and service offerings, our ability to continue to innovate and meet the demands of our customers for new or enhanced products, our ability to protect our intellectual property, our ability to execute on strategic initiatives or transactions, our ability to attract and retain talented employees, and our ability to pay dividends or repurchase our common stock in the future. The forward-looking statements included herein represent ITG’s views as of the date of this release. ITG undertakes no obligation to revise or update publicly any forward-looking statement for any reason unless required by law.

 

ITG Media/Investor Contact:

J.T. Farley

1-212-444-6259

corpcomm@itg.com

 



 

INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenues:

 

 

 

 

 

 

 

 

 

Commissions and fees

 

$

94,696

 

$

110,860

 

$

193,656

 

$

229,786

 

Recurring

 

21,811

 

26,447

 

44,006

 

53,379

 

Other

 

4,103

 

3,187

 

7,616

 

7,056

 

Total revenues

 

120,610

 

140,494

 

245,278

 

290,221

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

48,315

 

53,899

 

100,779

 

111,307

 

Transaction processing

 

22,098

 

25,187

 

44,932

 

49,760

 

Occupancy and equipment

 

14,066

 

14,470

 

28,044

 

28,842

 

Telecommunications and data processing services

 

14,848

 

13,011

 

29,621

 

25,783

 

Restructuring charges

 

4,355

 

 

4,355

 

 

Other general and administrative

 

26,014

 

42,408

 

49,736

 

60,165

 

Interest expense

 

572

 

468

 

1,107

 

973

 

Total expenses

 

130,268

 

149,443

 

258,574

 

276,830

 

(Loss) income before income tax expense

 

(9,658

)

(8,949

)

(13,296

)

13,391

 

Income tax (benefit) expense

 

(4,441

)

1,261

 

(5,573

)

6,868

 

Net (loss) income

 

$

(5,217

)

$

(10,210

)

$

(7,723

)

$

6,523

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.16

)

$

(0.30

)

$

(0.23

)

$

0.19

 

Diluted

 

$

(0.16

)

$

(0.30

)

$

(0.23

)

$

0.18

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

33,189

 

34,076

 

33,147

 

34,172

 

Diluted weighted average number of common shares outstanding

 

33,189

 

34,076

 

33,147

 

35,329

 

 



 

INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Supplemental Financial Data (unaudited)

(In thousands)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenues by Geographic Region:

 

 

 

 

 

 

 

 

 

U.S. Operations

 

$

58,574

 

$

75,474

 

$

124,903

 

$

155,928

 

Canadian Operations

 

15,790

 

16,705

 

31,886

 

35,617

 

European Operations

 

32,203

 

33,574

 

63,342

 

70,180

 

Asia Pacific Operations

 

11,280

 

14,512

 

22,037

 

28,034

 

Corporate

 

2,763

 

229

 

3,110

 

462

 

Total Revenues

 

$

120,610

 

$

140,494

 

$

245,278

 

$

290,221

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenues by Product Group:

 

 

 

 

 

 

 

 

 

Execution Services (1)

 

$

83,408

 

$

105,427

 

$

173,201

 

$

218,394

 

Workflow Technology (2)

 

23,094

 

23,550

 

46,687

 

48,623

 

Analytics

 

11,345

 

11,288

 

22,280

 

22,742

 

Corporate (non-product)

 

2,763

 

229

 

3,110

 

462

 

Total Revenues

 

$

120,610

 

$

140,494

 

$

245,278

 

$

290,221

 

 


Notes:

 

(1)         In December 2015, the Company sold its energy research operations and in May 2016 the Company sold its remaining investment research operations, both of which were within the Research Sales and Trading (RS&T) product group. Beginning in the second quarter 2016, the remaining portfolio trading and high-touch execution offerings, previously grouped within RS&T, were combined with the electronic execution and liquidity solutions, previously grouped with the Electronic Brokerage (EB) product group, to form the new Execution Services product group to create better alignment for cross-selling synergies. The entire historic activity of EB and RS&T, including the divested research operations, has been reclassified to the Execution Services product group to conform to the current presentation.

 

(2)         Previously known as Platforms.

 



 

INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition

(In thousands, except share amounts)

 

 

 

June 30,
2016

 

December 31,
2015

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

237,512

 

$

330,653

 

Cash restricted or segregated under regulations and other

 

38,110

 

37,852

 

Deposits with clearing organizations

 

94,422

 

70,860

 

Securities owned, at fair value

 

4,433

 

5,598

 

Receivables from brokers, dealers and clearing organizations

 

383,779

 

1,036,777

 

Receivables from customers

 

174,611

 

49,176

 

Premises and equipment, net

 

52,723

 

55,496

 

Capitalized software, net

 

39,445

 

39,379

 

Goodwill

 

10,590

 

11,933

 

Intangibles, net

 

16,751

 

24,611

 

Income taxes receivable

 

132

 

128

 

Deferred taxes

 

27,440

 

23,590

 

Other assets

 

26,268

 

22,969

 

Total assets

 

$

1,106,216

 

$

1,709,022

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

158,594

 

$

169,530

 

Short-term bank loans

 

166,004

 

81,934

 

Payables to brokers, dealers and clearing organizations

 

258,794

 

960,559

 

Payables to customers

 

73,933

 

9,957

 

Securities sold, not yet purchased, at fair value

 

1,733

 

2,637

 

Income taxes payable

 

4,331

 

17,017

 

Term debt

 

9,457

 

12,567

 

Total liabilities

 

672,846

 

1,254,201

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding

 

 

 

Common stock, $0.01 par value; 100,000,000 shares authorized; 52,410,571 and 52,300,885 shares issued at June 30, 2016 and December 31, 2015, respectively

 

525

 

523

 

Additional paid-in capital

 

237,792

 

239,090

 

Retained earnings

 

559,169

 

571,626

 

Common stock held in treasury, at cost; 19,432,976 and 19,207,419 shares at June 30, 2016 and December 31, 2015, respectively

 

(339,842

)

(336,923

)

Accumulated other comprehensive income (net of tax)

 

(24,274

)

(19,495

)

Total stockholders’ equity

 

433,370

 

454,821

 

Total liabilities and stockholders’ equity

 

$

1,106,216

 

$

1,709,022

 

 



 

INVESTMENT TECHNOLOGY GROUP, INC.

Reconciliation of US GAAP Results to Adjusted Results

 

In evaluating ITG’s financial performance, management reviews results from operations, which excludes certain unique or non-operating items. Adjusted net (loss) income and related per share amounts, adjusted revenues, adjusted expenses, adjusted pre-tax (loss) income, adjusted income tax (benefit) expense, and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) are non-GAAP performance measures that the Company believes provide investors with greater transparency and supplemental data relating to our financial condition and results of operation, and therefore a more complete understanding of factors affecting our business than U.S. GAAP measures alone. These measures should be viewed in addition to, and not in lieu of, ITG’s reported results under GAAP.

 

 

 

Three Months
Ended

 

Six Months
Ended

 

 

 

2016

 

2015

 

2016

 

2015

 

Total revenues

 

$

120,610

 

$

140,494

 

$

245,278

 

$

290,221

 

Less:

 

 

 

 

 

 

 

 

 

Other revenues - gains (1)

 

(2,438

)

 

(2,438

)

 

Adjusted revenues

 

118,172

 

140,494

 

242,840

 

290,221

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

130,268

 

149,443

 

258,574

 

276,830

 

Less:

 

 

 

 

 

 

 

 

 

Restructuring (2)

 

(4,355

)

 

(4,355

)

 

CEO compensation (3)

 

(519

)

 

(3,315

)

 

Contingencies for legal proceedings and related costs (4)

 

(4,710

)

 

(7,522

)

 

Reserve for SEC settlement and related costs (5)

 

 

(22,647

)

 

(22,647

)

Adjusted expenses

 

120,684

 

126,796

 

243,382

 

254,183

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income tax (benefit) expense

 

(9,658

)

(8,949

)

(13,296

)

13,391

 

Effect of adjustments

 

7,146

 

22,647

 

12,754

 

22,647

 

Adjusted pre-tax (loss) income

 

(2,512

)

13,698

 

(542

)

36,038

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

(4,441

)

1,261

 

(5,573

)

6,868

 

Tax effect of adjustments (1)

 

2,715

 

1,077

 

3,977

 

1,077

 

Adjusted income tax (benefit) expense

 

(1,726

)

2,338

 

(1,596

)

7,945

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

(5,217

)

(10,210

)

(7,723

)

6,523

 

Net effect of adjustments

 

4,431

 

21,570

 

8,777

 

21,570

 

Adjusted net (loss) income

 

$

(786

)

$

11,360

 

$

1,054

 

$

28,093

 

 

 

 

 

 

 

 

 

 

 

Diluted (loss) earnings per share

 

$

(0.16

)

$

(0.30

)

$

(0.23

)

$

0.18

 

Net effect of adjustments

 

0.14

 

0.62

 

0.26

 

0.62

 

Adjusted diluted (loss) earnings per share

 

$

(0.02

)

$

0.32

 

$

0.03

 

$

0.80

 

 


Notes:

 

(1)      The Company received insurance proceeds of $2.4 million in June 2016 from its corporate insurance carrier to settle a claim for lost profits arising from an August 2015 outage in its outsourced primary data center in the U.S. Additionally, the Company generated a nominal gain on the completion of the sale of its investment research operations in May 2016.

(2)      During the three months ended June 30, 2016, the Company incurred restructuring charges related to (a) the reduction in its high-touch trading and sales organizations and (b) the closing of its U.S. matched-book securities lending operations and its Canadian arbitrage trading desk.

(3)      The Company’s new Chief Executive Officer was granted cash and stock awards upon the commencement of his employment in January 2016, a significant portion of which replaced awards he forfeited at his former employer. Due to U.S. tax regulations, only a small portion of the amount expensed for these awards during the three months ended March 31, 2016 was eligible for a tax deduction.

(4)      During the three and six month periods ended June 30, 2016, the Company established a reserve of $2.3 million and $4.8 million, respectively, for the arbitration case with its former CEO. In addition, the Company incurred legal fees related to this matter of $2.4 million and $2.7 million during the three and six month periods ended June 30, 2016, respectively. The Company settled the arbitration case in June 2016.

(5)      In the second quarter of 2015, the Company reserved $20.3 million for a settlement with the SEC in connection with the investigation into a proprietary trading pilot and incurred $2.3 million in legal and other related costs associated with this matter.

 



 

Reconciliation of Adjusted Earnings

Before Interest, Taxes, Depreciation, and Amortization

(In thousands)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) Income (1)(2)

 

$

(5,217

)

$

(10,210

)

$

(7,723

)

$

6,523

 

Impact of adjustments, after-tax

 

4,431

 

21,570

 

8,777

 

21,570

 

Adjusted net (loss) income

 

(786

)

11,360

 

1,054

 

28,093

 

 

 

 

 

 

 

 

 

 

 

Deduct:

 

 

 

 

 

 

 

 

 

Investment income

 

(316

)

(221

)

(623

)

(443

)

 

 

 

 

 

 

 

 

 

 

Add Back:

 

 

 

 

 

 

 

 

 

Interest expense

 

572

 

468

 

1,107

 

973

 

Provision for income taxes

 

(4,441

)

1,261

 

(5,573

)

6,868

 

Tax effect of adjustments

 

2,715

 

1,077

 

3,977

 

1,077

 

Depreciation and Amortization

 

10,903

 

11,112

 

21,684

 

22,273

 

Adjusted earnings before interest, taxes, depreciation, and amortization

 

$

8,647

 

$

25,057

 

$

21,626

 

$

58,841

 

 


Notes:

(1)         Net (loss) income includes pre-tax charges for non-cash stock-based compensation of $7.8 million and $4.6 million for the three months ended June 30, 2016 and 2015, respectively.

(2)         Net (loss) income includes pre-tax charges for non-cash stock-based compensation of $14.5 million and $9.5 million for the six months ended June 30, 2016 and 2015, respectively.

 

###