0001381197-14-000027.txt : 20140318 0001381197-14-000027.hdr.sgml : 20140318 20140318163636 ACCESSION NUMBER: 0001381197-14-000027 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140318 DATE AS OF CHANGE: 20140318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Interactive Brokers Group, Inc. CENTRAL INDEX KEY: 0001381197 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33440 FILM NUMBER: 14701424 BUSINESS ADDRESS: STREET 1: ONE PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-618-5800 MAIL ADDRESS: STREET 1: ONE PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 10-K/A 1 ibkr_10ka.htm IBKR 10-K AMENDMENT 1 ibkr_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the year ended December 31, 2013
Commission File Number: 001-33440
 
INTERACTIVE BROKERS GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation or organization)
30-0390693
(I.R.S. Employer
Identification No.)
 
One Pickwick Plaza
Greenwich, Connecticut 06830
(Address of principal executive office)
(203) 618-5800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Name of the each exchange on which registered
Common Stock, par value $.01 per share
  
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the securities act. Yes x   No o.
 
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act. Yes o   No x.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o.
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
(Do not check if
smaller reporting company)
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x.
 
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $797,948,252 computed by reference to the $15.97 closing sale price of the common stock on the NASDAQ Global Select Market, on June 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter.
 
As of March 3, 2014, there were 54,664,095 shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and 100 shares of the issuer’s Class B common stock, par value $0.01 per share, outstanding.
 
 
 
 
 
Explanatory Note
 
This Amendment No. 1 (this "Amendment") to the Annual Report on Form 10-K filed on March 3, 2014 (the “Original Annual Report”) of Interactive Brokers Group, Inc. (the “Company”) is being filed solely for the purpose of correcting certain inadvertent errors in the basic and fully diluted earnings per share line items of the 2013 Unaudited Quarterly Data presented under the Caption “Supplementary Data” on page 132 of the Form 10-K by amending and restating only the 2013 Unaudited Quarterly Data appearing in Part II, Item 8. “Supplementary Data” in the Original Annual Report.

Except as described above, no other changes have been made to the Original Annual Report. We have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report.

The Company has included as exhibits to this Amendment updated certifications from the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes Oxley Act.

 
 
2013 Quarterly Data
 
First
  
Second
  
Third
  
Fourth
  
Revenues
$229.0
  
$297.5
  
$338.5
  
$262.9
  
Interest expense
12.9
  
13.6
  
12.2
  
13.0
  
Net Revenues
216.1
  
283.9
  
326.3
  
249.9
  
Non-interest expenses:
                
Execution and clearing
59.5
  
64.8
  
56.0
  
62.2
  
Employee compensation and benefits
46.3
  
58.0
  
44.3
  
56.7
  
Other
28.1
  
27.2
  
29.6
  
92.2
  
Total non-interest expenses
133.9
    
150.0
  
129.9
  
211.1
  
Income before income taxes
82.2
  
133.9
  
196.4
  
38.8
  
Income tax expense
6.9
  
13.9
  
10.4
  
2.5
  
Noncontrolling interests
68.7
  
109.7
  
169.5
  
32.7
  
Net Income
$6.6
  
$10.3
  
$16.5
  
$3.6
  
                 
Basic earnings per share
$0.14
  
$0.21
  
$0.33
  
$0.07
  
Diluted earnings per share
$0.14
  
$0.21
  
$0.32
  
$0.07
  
                 
Net Income
$6.6
  
$10.3
  
$16.5
  
$3.6
  
Other comprehensive income (loss):
                
Cumulative translation adjustment, before income taxes
(3.8
 ) 
(3.9
 ) 
3.7
  
0.8
  
Income taxes related to items of other comprehensive income
0.0
  
(0.4
 )
0.1
  
(0.2
 )
Other comprehensive income (loss), net of tax
(3.8
 )
(3.5
 )
3.6
  
1.0
  
Comprehensive income attributable to common stockholders
$2.8
  
$6.8
  
$20.1
  
$4.6
  
Comprehensive income attributable to noncontrolling interests:
                
Net income attributable to noncontrolling interests
$68.7
  
$109.7
  
$169.5
  
$32.7
  
Other comprehensive income (loss)—cumulative translation adjustment
(27.6
 )
(28.0
 )
26.0
  
4.9
  
Comprehensive income attributable to noncontrolling interests
$41.1
  
$81.7
  
$195.5
  
$37.6
  
 
 
 

PART IV
 
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
The exhibit index below lists the exhibits that are field as part of this amendment.
 
Exhibit Index

31.1  Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2  Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1  Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
32.2  Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
INTERACTIVE BROKERS GROUP, INC.
   
   
 
/s/ Paul J. Brody
 
Name:
Paul J. Brody
 
Title:
Chief Financial Officer, Treasurer and Secretary
 
(Signing both in his capacity as a duly authorized officer and as principal financial officer of the registrant)
Date: March 18, 2014
    
EX-31.1 2 exhibit31_1.htm EXHIBIT 31-1 exhibit31_1.htm

 
EXHIBIT 31.1
 
CERTIFICATION
 
I, Thomas Peterffy, certify that:
 
1.
I have reviewed this Amendment No. 1 to this Annual Report on Form 10-K/A for the year ended December 31, 2013 of Interactive Brokers Group, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
 

 
 
By:
/s/ Thomas Peterffy
 
Name:
Thomas Peterffy
 
Title:
Chairman, Chief Executive Officer and President
 
Date: March 18, 2014
 EX-31.2 3 exhibit31_2.htm EXHIBIT 31-2 exhibit31_2.htm
EXHIBIT 31.2
 
CERTIFICATION
 
I, Paul J. Brody, certify that:
 
1.
I have reviewed this Amendment No. 1 to this Annual Report on Form 10-K/A for the year ended December 31, 2013 of Interactive Brokers Group, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
 

 
 
By:
/s/ Paul J. Brody
 
Name:
Paul J. Brody
 
Title:
Chief Financial Officer, Treasurer and Secretary
 
Date: March 18, 2014
 EX-32.1 4 exhibit32_1.htm EXHIBIT 32-1 exhibit32_1.htm
EXHIBIT 32.1
 
CERTIFICATION
 
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Interactive Brokers Group, Inc. (the “Company”) hereby certifies that the Company’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
By:
/s/ Thomas Peterffy
 
Name:
Thomas Peterffy
 
Title:
Chairman, Chief Executive Officer and President
 
Date: March 18, 2014
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.
 EX-32.2 5 exhibit32_2.htm EXHIBIT 32-2 exhibit32_2.htm
EXHIBIT 32.2
 
CERTIFICATION
 
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Interactive Brokers Group, Inc. (the “Company”) hereby certifies that the Company’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
By:
/s/ Paul J. Brody
 
Name:
Paul J. Brody
 
Title:
Chief Financial Officer, Treasurer and Secretary
 
Date: March 18, 2014
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.