EX-99.1 3 a04-1604_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Investment Technology Group, Inc. 380 Madison Avenue, New York, NY 10017 (212) 588-4000

 

FOR IMMEDIATE RELEASE

 

Contacts:

 

 

 

 

Howard C. Naphtali

 

 

 

Elise Wilkinson

Chief Financial Officer

 

 

 

Investor Relations

(212) 444-6160

 

(212) 444-6245

 

 

 

 

ITG Reports 2003 Results

 

International Operations Achieve Record Results

 

 

NEW YORK, NY, January 27, 2004 - Investment Technology Group, Inc. (NYSE: ITG), a leading provider of technology-based equity trading services, today announced that for the fourth quarter ended December 31, 2003, revenues were $86.5 million, net income was $12.5 million and diluted earnings per share were $0.27.

 

To ensure a clear understanding of these financial results, we are separately identifying certain non-recurring items pertaining to a tax settlement and asset impairment write-downs. Excluding these items, net income was $12.2 million and diluted earnings per share were $0.26.

 

Revenues rose 1% from third quarter 2003 levels while net income grew 11% and earnings per share were up 13%.  Compared to the fourth quarter of 2002, revenues declined 8% while net income increased 3% and earnings per share grew 8%.  Excluding non-recurring charges in both periods, revenues, net income and earnings per share declined 8%, 25% and 24%, respectively.

 

For the year ended December 31, 2003, ITG’s total revenues were $334.0 million, net income was $42.0 million and diluted earnings per share were $0.89, a decline of 14%, 47% and 44%, respectively, versus the prior year, excluding non-recurring charges in both years.

 

ITG’s international business achieved record revenues and pre-tax results for both the fourth quarter and the full year, aided in part by the weakness of the U.S. dollar. International revenues for the fourth quarter were $17.9 million, a $4.5 million (or 34%) increase over last year’s fourth quarter, with $2.2 million of this growth due to currency fluctuations. For the year, International revenues were $60.2 million, an $18.7 million (or 45%) increase over last year, with $5.6 million of this growth due to currency fluctuations.

 

Revenues in Europe were up 9% to $7.3 million for the fourth quarter and up 33% to $26.0 million for the year. Revenues in Canada were up 78% to $7.1 million for the fourth quarter and up 49% to $22.7 million for the year. Revenues in Australia were up 67% to $2.0 million for the fourth quarter and up 24% to $6.2 million for the year. Revenues in Hong Kong were up 7% to $1.5 million for the fourth quarter and up 179% to $5.3 million for the year (due to the acquisition of Hoenig in September 2002).

 

1



 

Overall, ITG’s International business posted its first pre-tax profit in the fourth quarter of $39,000 ($563,000 excluding non-recurring items) representing a $2.5 million improvement over the fourth quarter 2002 (excluding non-recurring items) with $538,000 of this improvement due to currency fluctuations.  For the year, pre-tax losses, excluding these non-recurring items, from International operations were reduced 57% to $4.0 million versus $9.4 million in 2002, with $487,000 of this improvement due to currency fluctuations.

 

“2003 was a record year for our International operations,” said Robert J. Russel, ITG’s President and Chief Executive Officer.  “We are extremely proud of the strong results they have achieved and encouraged by our first ever pre-tax profit from the International group. Although market circumstances are likely to return this segment to a loss in the first quarter of 2004, our fourth quarter results confirm our ability to achieve profitability in this segment of our business. We expect our International operations to continue to produce double digit revenue growth in 2004 and look forward to posting consistently profitable pre-tax results beginning in the middle of the year.”

 

For the company overall, revenues per trading day in the fourth quarter of 2003 for the Electronic Trading Desk, POSIT and Client-Site Trading Products declined 9%, 3% and 21%, respectively, versus the fourth quarter of 2002. For the year, revenues per trading day for the Electronic Trading Desk increased 7% while declining 18% for POSIT and 30% for Client-Site Trading Products.

 

In the U.S. (excluding Hoenig), ITG’s trading volume for the fourth quarter of 2003 was 4.8 billion shares (averaging 72.8 million shares per trading day) compared to 5.4 billion shares in the fourth quarter of 2002 (averaging 82.6 million shares per trading day).  On a consolidated basis including international operations and Hoenig, total 2003 trading volume was approximately 10.4 billion shares for the fourth quarter and 38.9 billion shares for the year.

 

“Our domestic business faced significant headwinds in 2003,” said Mr. Russel.  “While we expect market conditions in the U.S. to remain challenging, we are encouraged by early signs of progress in our growth strategy with respect to Client-Site Trading products, where we recently launched two new products, and Analytical Products where we continue to produce best in class value-added trading tools.”

 

For ITG overall, excluding non-recurring items, pre-tax margins for the fourth quarter were 23.4%, up from 22.7% in the third quarter but down from 28.4% in the prior year’s fourth quarter.  For the year, ITG’s overall margins, excluding these non-recurring items, declined to 21.6% from 34.3% in 2002.

 

NON-RECURRING ITEMS

 

 

In the fourth quarter, ITG formally settled a long-standing Internal Revenue Service examination of research and development tax credits taken on ITG’s federal income tax returns prior to 1996 which yielded a $2.2 million improvement to net income.

 

2



 

In addition, we recorded asset impairment charges totaling $2.7 million, principally pertaining to two New York Stock Exchange seats and our trading rights in Hong Kong which have been written down to their fair market value.

 

A full reconciliation of these non-recurring items is included in the table entitled “Reconciliation of U.S. G.A.A.P. Results to Pro-Forma Results” and in the Investor Relations section of ITG’s website.

 

Conference Call

 

ITG has scheduled a conference call today at 11:00 a.m. ET to discuss fourth quarter results. Those wishing to listen to the call should dial 1-800-361-0912 at least 10 minutes prior to the start of the call to ensure connection. For those unable to listen to the live broadcast of the call, a week-long replay will be available by dialing 888-203-1112 and entering the pass code 731355, and a two week-long replay will be available on ITG’s website at http://www.itginc.com starting approximately 2 hours after the completion of the call.

 

About ITG

 

ITG is headquartered in New York with offices in Boston, Los Angeles, Dublin, Hong Kong, London, Melbourne, Sydney, Tel Aviv and Toronto. As a leading provider of technology-based equity-trading services and transaction research to institutional investors and brokers, ITG services help clients to access liquidity, execute trades more efficiently, and make better trading decisions. ITG generates superior trading results for its clients through three lines of business. POSIT, the world’s largest equity matching system, allows clients to trade confidentially. The Electronic Trading Desk is recognized as one of the leading program trading operations in the U.S. ITG’s leading-edge Client Site Trading Products allow users to implement their own trading strategies by providing direct electronic access to most sources of market liquidity. For additional information, visit http://www.itginc.com.

 

In addition to historical information, this press release may contain “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995, that reflect management’s expectations for the future. A variety of important factors could cause results to differ materially from such statements. These factors include the company’s ability to achieve expected future levels of sales; the actions of both current and potential new competitors; rapid changes in technology; financial market volatility; general economic conditions in the

 

United States and elsewhere; evolving industry regulation; cash flows into or redemption from equity funds; effects of inflation; customer trading patterns; and new products and services. These and other risks are described in greater detail in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and other documents filed with the Securities and Exchange Commission and available on the company’s web site.

 

###

 

3



 

INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Income

(In thousands, except per share amounts)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Commissions:

 

 

 

 

 

 

 

 

 

POSIT

 

$

31,109

 

$

31,540

 

$

126,729

 

$

155,060

 

Electronic Trading Desk

 

32,549

 

35,288

 

119,355

 

111,703

 

Client-Site Trading Products

 

19,600

 

24,281

 

77,554

 

111,333

 

Other

 

3,259

 

2,462

 

10,354

 

9,485

 

Total revenues

 

86,517

 

93,571

 

333,992

 

387,581

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

29,836

 

29,997

 

118,070

 

114,402

 

Transaction processing

 

12,756

 

13,727

 

46,316

 

50,459

 

Software royalties

 

4,367

 

3,772

 

16,894

 

19,643

 

Occupancy and equipment

 

7,431

 

7,574

 

31,149

 

28,017

 

Telecommunications and data processing services

 

4,630

 

4,888

 

18,334

 

17,453

 

Restructuring charges

 

 

5,874

 

 

5,874

 

Other general and administrative

 

9,536

 

7,053

 

33,528

 

24,480

 

Total expenses

 

68,556

 

72,885

 

264,291

 

260,328

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

17,961

 

20,686

 

69,701

 

127,253

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

5,504

 

8,620

 

27,748

 

53,443

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

12,457

 

$

12,066

 

$

41,953

 

$

73,810

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.27

 

$

0.25

 

$

0.89

 

$

1.52

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.27

 

$

0.25

 

$

0.89

 

$

1.51

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

46,257

 

47,785

 

46,996

 

48,464

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average number of common shares outstanding

 

46,284

 

47,927

 

47,016

 

49,003

 

 

4



 

INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Financial Condition

(In thousands, except share amounts)

 

 

 

December 31,

 

 

 

2003

 

2002

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

239,013

 

$

180,970

 

Cash restricted or segregated

 

11,892

 

12,302

 

Securities owned, at fair value

 

24,174

 

75,644

 

Receivables from brokers, dealers and other, net

 

219,860

 

159,293

 

Investments in limited partnerships

 

19,529

 

26,104

 

Premises and equipment

 

25,088

 

28,999

 

Capitalized software

 

6,575

 

6,582

 

Goodwill

 

77,143

 

77,533

 

Other intangibles

 

4,747

 

5,034

 

Deferred taxes

 

12,147

 

9,740

 

Other assets

 

9,680

 

12,053

 

Total assets

 

$

649,848

 

$

594,254

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

82,554

 

$

83,350

 

Payables to brokers, dealers and other

 

187,764

 

139,138

 

Software royalties payable

 

4,209

 

4,122

 

Securities sold, not yet purchased, at fair value

 

1,264

 

37

 

Income taxes payable

 

12,754

 

11,098

 

Total liabilities

 

288,545

 

237,745

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, par value $0.01; shares authorized:
1,000,000; shares issued: none

 

 

 

Common stock, par value $0.01; shares authorized:
100,000,000; shares issued: 51,262,743 and 51,220,201 at December 31, 2003 and 2002 respectively

 

513

 

512

 

Additional paid-in capital

 

157,319

 

155,085

 

Retained earnings

 

333,978

 

292,025

 

Common stock held in treasury, at cost; shares:
6,522,464 and 3,689,722 at December 31, 2003 and 2002, respectively

 

(138,641

)

(92,471

)

Accumulated other comprehensive income:
Currency translation adjustment

 

8,134

 

1,358

 

Total stockholders’ equity

 

361,303

 

356,509

 

Total liabilities and stockholders’ equity

 

$

649,848

 

$

594,254

 

 

5



 

INVESTMENT TECHNOLOGY GROUP, INC.

Reconciliation of US GAAP Results to Pro Forma Results (unaudited)

 

In evaluating the Company’s financial performance, management reviews operating results from operations, which excludes non-operating or one-time charges.  Pro forma earnings per share is a non-GAAP (generally accepted accounting principles) performance measure, but the Company believes that it is useful to assist investors in gaining an understanding of the trends and operating results for the Company’s core businesses. Pro forma earnings per share should be viewed in addition to, and not in lieu of, the Company’s reported results under US GAAP.

 

The following is a reconciliation of US GAAP results to pro forma results for the periods presented (in thousands except per share amounts):

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

86,517

 

$

93,571

 

$

333,992

 

$

387,581

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

68,556

 

72,885

 

264,291

 

260,328

 

Less:

 

 

 

 

 

 

 

 

 

Asset impairment charges  (1)

 

(2,747

)

 

(2,747

)

 

Restructuring charges

 

 

(5,874

)

 

(5,874

)

Add:

 

 

 

 

 

 

 

 

 

Interest on tax settlement  (2)

 

454

 

 

454

 

 

Pro forma expenses

 

66,263

 

67,011

 

261,998

 

254,454

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

17,961

 

20,686

 

69,701

 

127,253

 

Effect of pro forma adjustments

 

2,293

 

5,874

 

2,293

 

5,874

 

Pro forma income before income tax expense

 

20,254

 

26,560

 

71,994

 

133,127

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

5,504

 

8,620

 

27,748

 

53,443

 

Tax settlement  (2)

 

1,696

 

 

1,696

 

 

Tax effect of pro forma adjustments

 

855

 

1,763

 

855

 

1,763

 

Pro forma income tax expense

 

8,055

 

10,383

 

30,299

 

55,206

 

 

 

 

 

 

 

 

 

 

 

Net income

 

12,457

 

12,066

 

41,953

 

73,810

 

Net effect of pro forma adjustments

 

(258

)

4,111

 

(258

)

4,111

 

Pro forma net income

 

$

12,199

 

$

16,177

 

$

41,695

 

$

77,921

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.27

 

$

0.25

 

$

0.89

 

$

1.51

 

Net effect of pro forma adjustments

 

(0.01

)

0.09

 

 

0.08

 

Pro forma diluted earnings per share

 

$

0.26

 

$

0.34

 

$

0.89

 

$

1.59

 

 

6



 


Notes:

 

(1)           Pertains principally to write-down of two New York Stock Exchange seats that ITG obtained as part of the Hoenig acquisition when the market value of the seats was $2.5 million each.  Since the current market environment has led to a reduction in NYSE seat prices, we have taken a $2 million impairment write-down to reflect the fair value of these seats at $1.5 million each.  Similarly, our trading rights in Hong Kong have also been written down to their fair market value.

 

(2)           In the fourth quarter, ITG resolved a long-standing Internal Revenue Service examination of research and development tax credits taken on ITG’s federal income tax returns prior to 1996. As a result of this settlement, approximately $1.9 million of tax reserves together with $454,000 of related interest expense that had been accrued as a pre-tax item were reversed into income.

 

7