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8-K - 8-K - INVESTMENT TECHNOLOGY GROUP, INC.f8-k.htm

Exhibit 99.1

 

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ITG Reports First Quarter 2017 Results

Earnings Boosted by Record Profitability in EMEA and Asia Pacific

 

NEW YORK, May 3, 2017 – ITG (NYSE: ITG), a leading independent broker and financial technology provider, today reported results for the quarter ended March 31, 2017.

First Quarter 2017 Highlights

-

GAAP net income of $5.3 million, or $0.16 per diluted share compared to a GAAP net loss of $2.5 million, or $0.08 per diluted share, and adjusted net income of $1.8 million, or $0.05 per diluted share, for the first quarter of 2016. GAAP results for the first quarter of 2016 include (i) charges of $2.8 million pre-tax, or $0.05 per diluted share after taxes, related to the arbitration settlement with ITG’s former CEO; and (ii) a pre-tax charge of $2.8 million, or $0.08 per diluted share after taxes, for the amount expensed for upfront awards granted to ITG’s current CEO. There were no non-GAAP adjustments to results for the first quarter of 2017.

-

Revenues of $120.8 million, compared to revenues of $124.7 million in the first quarter of 2016.

-

Expenses of $117.1 million compared to GAAP expenses of $128.3 million and adjusted expenses of $122.7 million in the first quarter of 2016.  Adjusted expenses for the first quarter of 2016 exclude the charges listed above.

-

Average daily trading volume in the U.S. was 151 million shares versus 162 million shares in the first quarter of 2016. POSIT® average daily U.S. volume was 63 million shares compared to 65 million shares in the first quarter of 2016. Total average daily U.S. volume


 

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traded through POSIT Alert® was 15 million shares, compared to 13 million shares in the first quarter of 2016.

-

In Europe, average daily value traded in POSIT was $1.1 billion compared to $1.4 billion in the first quarter of 2016, including the effects of currency translation. Total average daily value traded through POSIT Alert in Europe increased 77% compared to the first quarter of 2016.

-

The repurchase of 162,000 shares of common stock for a total of $3.2 million under ITG’s authorized share repurchase program. Repurchases since the first quarter of 2010 have totaled $256 million for a total of 16.8 million shares, resulting in a decrease in shares outstanding, net of issuances, of approximately 25%. 

Commenting on the results, ITG President and Chief Executive Officer, Frank Troise, said, “We continue to build momentum in our international operations, with revenue growth in all three regions and record profitability in EMEA and Asia Pacific.  While the environment in the U.S. is challenging, we gained market share in the first quarter and are working to close the profitability gap through execution of our Strategic Operating Plan, which aims to enhance the value we deliver to clients through our core liquidity, execution, analytics and workflow technology solutions.”

First Quarter Regional Segment Results

North American revenues were $69.9 million in the first quarter of 2017 compared to revenues of $82.4 million in the first quarter of 2016.

ITG reported a net loss of $1.8 million in North America in the first quarter of 2017, including $3.3 million in pre-tax charges, or $2.0 million after-tax, related to (i) headcount reductions; and (ii) a rent reserve charge for the remaining lease obligation on a vacated portion of our Boston office. These charges were partially offset by a tax benefit of $0.8 million due to an accounting rule change for deductions taken on stock grants in excess of grant date fair value. North American net income was $3.1 million in the first quarter of 2016. 


 

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U.S. revenues in the first quarter of 2017 were $53.4 million, compared to $66.3 million in the first quarter of 2016 including the impact of the divesture of the investment research operations in May 2016.

Canada revenues in the first quarter of 2017 were $16.5 million, compared to $16.1 million in the first quarter of 2016, including the impact of the closing of the Canadian arbitrage trading desk in April 2016.

Europe and Asia Pacific revenues were $50.7 million in the first quarter of 2017, compared to $41.9 million in the first quarter of 2016.

ITG reported net income for its Europe and Asia Pacific operations of $11.1 million in the first quarter of 2017, a new record high, compared to $4.1 million in the first quarter of 2016. First quarter 2017 net income includes a tax benefit of $0.3 million due to an accounting rule change for deductions taken on stock grants in excess of grant date fair value.

European revenues were a record $36.7 million in the first quarter of 2017 including the impact of currency translation, up from $31.1 million in the first quarter of 2016.

Asia Pacific revenues were $13.9 million, up from $10.8 million in the first quarter of 2016.

Corporate activity reduced GAAP net income by $4.0 million in the first quarter of 2017 and $9.7 million in the first quarter of 2016. Corporate activity in the first quarter of 2016 included the after-tax impact of the amount expensed during the first quarter of 2016 for the upfront cash and stock awards to ITG’s current CEO, a significant portion of which replaced compensation he forfeited at his former employer, and the reserves and associated legal fees related to the arbitration with ITG’s former CEO.

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, costs of being


 

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a public company, intangible amortization, interest expense, costs of maintaining a global transfer pricing structure, foreign exchange gains and losses and certain non-operating items.

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”), management uses certain “non-GAAP financial measures” as such term is defined in Regulation G promulgated by the SEC. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in, or excluded from, the most directly comparable measure calculated and presented in accordance with GAAP. Management believes the presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations, and therefore a more complete understanding of factors affecting our business than GAAP measures alone. In addition, management believes the presentation of these matters is useful to investors for period-to-period comparison of results as the items may reflect certain unique and/or non-operating items such as acquisitions, divestitures, restructuring charges, write-offs and impairments, charges associated with litigation or regulatory matters together with related expenses or items outside of management’s control.

 

Adjusted expenses, adjusted income (loss) before income tax expense (benefit), adjusted income tax expense (benefit), adjusted net income (loss) and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), together with related per share amounts, are non-GAAP performance measures that we believe are useful to assist investors in gaining an understanding of the trends and operating results for our core business. These measures should be viewed in addition to, and not in lieu of, results reported under GAAP.

 

Reconciliations of (i) adjusted expenses, adjusted income before income tax expense, adjusted income tax expense and adjusted net income to expenses, loss before income tax benefit, income tax benefit and net loss and related per share amounts as determined in accordance with GAAP for the three months ended March 31, 2016 and (ii) adjusted EBITDA to net loss as determined in accordance with GAAP for the three months ended March 31, 2017 and March 31, 2016, are provided in the accompanying supplemental tables at the end of this release.

 

Conference Call on 1Q17 Results


 

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An investor conference call to discuss ITG’s results will be held today at 8:00 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 at: investor.itg.com. A replay will be available for one week by dialing 1-877-344-7529  (1-412-317-0088 outside the U.S.) and entering replay number 10104933. The replay will be available starting approximately one hour after the completion of the conference call.

 

About ITG

 

Investment Technology Group (NYSE: ITG) is a global financial technology company that helps leading brokers and asset managers improve returns for investors around the world. We empower traders to reduce the end-to-end cost of implementing investments via technology-enabled liquidity, execution, analytics and workflow technology solutions. ITG has offices in Asia Pacific, Europe and North America and offers execution services in more than 50 countries. Please visit www.itg.com for more information. 

 

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,” “could” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “trend,” “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 2016 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, the outcome of contingencies such as legal proceedings or governmental or regulatory investigations and customer or shareholder reaction to, or further proceedings or sanctions based on, such matters, the volatility of our stock price, changes in tax policy or accounting rules, the ability of the Company to recognize its deferred tax assets, 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, operational risks related to misconduct or errors by our employees or entities with which we do business, 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 


 

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INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (unaudited)

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2017

    

2016

Revenues:

 

 

  

 

 

  

Commissions and fees

 

$

99,880

 

$

98,960

Recurring

 

 

18,950

 

 

22,195

Other

 

 

2,005

 

 

3,513

Total revenues

 

 

120,835

 

 

124,668

 

 

 

 

 

 

 

Expenses:

 

 

  

 

 

  

Compensation and employee benefits

 

 

46,684

 

 

52,464

Transaction processing

 

 

24,856

 

 

22,834

Occupancy and equipment

 

 

15,622

 

 

13,978

Telecommunications and data processing services

 

 

12,027

 

 

14,773

Other general and administrative

 

 

17,315

 

 

23,722

Interest expense

 

 

520

 

 

535

Total expenses

 

 

117,024

 

 

128,306

Income (loss) before income tax benefit

 

 

3,811

 

 

(3,638)

Income tax benefit

 

 

(1,491)

 

 

(1,132)

Net income (loss)

 

$

5,302

 

$

(2,506)

Income (loss) per share:

 

 

  

 

 

  

Basic

 

$

0.16

 

$

(0.08)

Diluted

 

$

0.16

 

$

(0.08)

Basic weighted average number of common shares outstanding

 

 

32,949

 

 

33,106

Diluted weighted average number of common shares outstanding

 

 

34,130

 

 

33,106

 


 

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INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Supplemental Financial Data (unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2017

    

2016

Revenues by Geographic Region:

 

 

  

 

 

  

U.S. Operations

 

$

53,393

 

$

66,329

Canadian Operations

 

 

16,482

 

 

16,096

European Operations

 

 

36,712

 

 

31,139

Asia Pacific Operations

 

 

13,943

 

 

10,757

Corporate (non-product)

 

 

305

 

 

347

Total Revenues

 

$

120,835

 

$

124,668

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2017

    

2016

Revenues by Product Group:

 

 

  

 

 

  

Execution Services

 

$

86,287

 

$

89,793

Workflow Technology

 

 

23,100

 

 

23,593

Analytics

 

 

11,143

 

 

10,935

Corporate (non-product)

 

 

305

 

 

347

Total Revenues

 

$

120,835

 

$

124,668

 


 

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INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition

(In thousands, except share amounts)

 

 

 

 

 

 

 

 

 

    

March 31, 

    

December 31,

 

 

2017

 

2016

 

 

(unaudited)

 

 

 

Assets

 

 

  

 

 

  

Cash and cash equivalents

 

$

245,449

 

$

277,977

Cash restricted or segregated under regulations and other

 

 

13,487

 

 

40,353

Deposits with clearing organizations

 

 

57,418

 

 

62,556

Securities owned, at fair value

 

 

2,150

 

 

2,557

Receivables from brokers, dealers and clearing organizations

 

 

279,358

 

 

152,294

Receivables from customers

 

 

95,131

 

 

54,486

Premises and equipment, net

 

 

58,144

 

 

59,333

Capitalized software, net

 

 

39,301

 

 

38,606

Goodwill

 

 

10,220

 

 

10,102

Intangibles, net

 

 

15,075

 

 

15,390

Income taxes receivable

 

 

670

 

 

873

Deferred taxes

 

 

43,169

 

 

38,688

Other assets

 

 

25,084

 

 

22,070

Total assets

 

$

884,656

 

$

775,285

Liabilities and Stockholders’ Equity

 

 

  

 

 

  

Liabilities:

 

 

  

 

 

  

Accounts payable and accrued expenses

 

$

135,416

 

$

174,343

Short-term bank loans

 

 

129,737

 

 

72,150

Payables to brokers, dealers and clearing organizations

 

 

184,533

 

 

100,188

Payables to customers

 

 

22,660

 

 

12,272

Securities sold, not yet purchased, at fair value

 

 

 —

 

 

249

Income taxes payable

 

 

4,284

 

 

4,552

Term debt

 

 

4,802

 

 

6,367

Total liabilities

 

 

481,432

 

 

370,121

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; 52,565,272 and 52,456,165 shares issued at March 31, 2017 and December 31, 2016, respectively

 

 

526

 

 

525

Additional paid-in capital

 

 

236,995

 

 

248,748

Retained earnings

 

 

538,678

 

 

536,350

Common stock held in treasury, at cost; 19,420,086 and 19,830,032 shares at March 31, 2017 and December 31, 2016, respectively

 

 

(341,024)

 

 

(346,482)

Accumulated other comprehensive income (net of tax)

 

 

(31,951)

 

 

(33,977)

Total stockholders’ equity

 

 

403,224

 

 

405,164

Total liabilities and stockholders’ equity

 

$

884,656

 

$

775,285


 

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INVESTMENT TECHNOLOGY GROUP, INC.

Reconciliation of US GAAP Results to Adjusted Results

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 2016

Total expenses

 

$

128,306

Less:

 

 

  

Compensation awards for current CEO (1)

 

 

(2,797)

Arbitration case with former CEO and associated costs (2)

 

 

(2,812)

Adjusted expenses

 

$

122,697

 

 

 

 

Loss before income tax benefit

 

$

(3,638)

Effect of adjustments

 

 

5,609

Adjusted income before income tax expense

 

$

1,971

 

 

 

 

Income tax benefit

 

$

(1,132)

Tax effect of adjustments (1) (2)

 

 

1,262

Adjusted income tax expense

 

$

130

 

 

 

 

Net loss

 

$

(2,506)

Net effect of adjustments

 

 

4,347

Adjusted net income

 

$

1,841

 

 

 

 

Diluted loss per share

 

$

(0.08)

Net effect of adjustments

 

 

0.13

Adjusted diluted income per share

 

$

0.05


Notes:

 

(1)

During the three months ended March 31, 2016, the Company expensed $2.8 million for cash and stock awards granted to its current Chief Executive Officer 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 was eligible for a tax deduction.

 

(2)

During the three months ended March 31, 2016, the Company established a reserve of $2.5 million in accordance with ASC 450, Contingencies, for the arbitration case with its former Chief Executive Officer and incurred legal fees related to this matter of $0.3 million.

 


 

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Reconciliation of Adjusted Earnings

Before Interest, Taxes, Depreciation, and Amortization

(In thousands)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2017

    

2016

Net Income (Loss) (1)(2)

 

$

5,302

 

$

(2,506)

Impact of adjustments, after-tax

 

 

 —

 

 

4,347

Adjusted net income

 

 

5,302

 

 

1,841

 

 

 

 

 

 

 

Deduct:

 

 

  

 

 

  

Investment income

 

 

(281)

 

 

(307)

 

 

 

 

 

 

 

Add Back:

 

 

 

 

 

 

Interest expense

 

 

520

 

 

535

Income tax benefit

 

 

(1,491)

 

 

(1,132)

Tax effect of adjustments

 

 

 —

 

 

1,262

Depreciation and Amortization

 

 

11,227

 

 

10,781

Adjusted earnings before interest, taxes, depreciation, and amortization

 

$

15,277

 

$

12,980


Notes:

(1)

Net income includes pre-tax charges for non-cash stock-based compensation of $5.7 million and $6.6 million  (including $1.3 million for the upfront stock awards to the current Chief Executive Officer) for the three months ended March 31, 2017 and 2016, respectively.

 

 

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