EX-99.1 2 a05-2401_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

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

 

FOR IMMEDIATE RELEASE

 

Contacts:

 

 

Howard C. Naphtali

Maureen Murphy

 

Chief Financial Officer

Senior Vice President

 

(212) 444-6160

(212) 444-6323

 

 

ITG Reports 2004 Results

 

NEW YORK, NY, January 27, 2005 - 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, 2004, revenues were $89.6 million, net income was $12.9 million and diluted earnings per share were $0.31.

 

To ensure a clear understanding of these financial results, we are separately identifying certain non-recurring items including an unrealized gain on securities owned, recoveries against previous investment write-downs, employee severance, and the cessation of onshore Japanese business development activities. Excluding these items, fourth quarter 2004 revenues were $87.6 million with net income of $12.5 million and earnings per share of $0.30.

 

Comparing the fourth quarter of 2003 versus the fourth quarter of 2004, revenues increased 4%, net income increased 3% and earnings per share increased 15%. Excluding non-recurring charges in both fourth quarter periods, revenues increased 1%, net income increased 2% and earnings per share increased 15%.

 

For the year ended December 31, 2004, ITG’s total revenues were $334.5 million, net income was $41.2 million, and diluted earnings per share were $0.96. On a year over year basis, revenues were substantially unchanged, net income decreased by 2% and diluted earnings per share were up 8%. Excluding non-recurring items, revenues decreased 2% and net income decreased 4% while earnings per share increased 4%.

 

“In light of the fierce competitive environment, our quarterly results were solid,” said Ray Killian, ITG’s Chairman, President and Chief Executive Officer. “Since my return to the CEO position, we’ve made significant progress in setting a new course for ITG. I am confident that we are positioning ITG to take advantage of the fundamental changes evolving within our industry.”

 

-more-

 

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ITG’s International business recorded revenues for the fourth quarter of $19.7 million, which represents 10% growth over the fourth quarter of 2003. For the full year, International revenues were $74.6 million, representing 24% growth over 2003. Excluding non-recurring items, International reported a $524,000 pre-tax profit for the fourth quarter (including minimal unfavorable impact from foreign currency losses) versus a $563,000 pre-tax profit in 2003 (which included currency gains of $330,000). For the year, International’s pre-tax results improved by $5.8 million over 2003.

 

“Our International business continues to show positive momentum with every region reporting strong growth for the year as our business model continues to gain strength,” said Mr. Killian.

 

In the U.S., ITG’s trading volume for the fourth quarter of 2004 was 5.6 billion shares (averaging 87 million shares per trading day) compared to 5.3 billion shares in the fourth quarter of 2003 (averaging 80 million shares per trading day) and 5.3 billion in the third quarter of 2004 (averaging 79 million shares per trading day).

 

For the company overall, revenues per trading day in the fourth quarter of 2004 versus the fourth quarter of 2003 increased 60% for Client-Site Trading Products, and fell 22% for POSIT and 11% for the Electronic Trading Desk. For the year, revenues per trading day increased 32% for Client-Site Trading Products and decreased 20% for POSIT and 9% for the Electronic Trading Desk.

 

For ITG overall, excluding non-recurring items, pre-tax margins for the fourth quarter were 19.4%, down from 22.0% in the third quarter and down from 23.4% in the prior year’s fourth quarter. For the year, ITG’s overall pre-tax margins, excluding non-recurring items, declined to 19.4% from 21.6% in 2003. The effective tax rate for 2004 was 37.6%.

 

A full reconciliation of 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 Web site.

 

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 1-800-289-0496 at least 10 minutes prior to the start of the call to ensure connection.  A listen-only webcast will also be available on ITG’s website at http://www.itginc.com/investor.  For those unable to listen to the live broadcast of the call, a replay will be available for one week by dialing 1-888-203-1112 and entering the pass code 675967. A replay will be available for two weeks on ITG’s website. Both methods of listening to the replay will be available starting approximately two hours after the completion of the conference call.

 

 

Boston Dublin Hong Kong London Los Angeles Melbourne New York Sydney Tel Aviv Toronto

 

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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 helps 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, 2003 and other documents filed with the Securities and Exchange Commission and available on the company’s web site.

 

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INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Income

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,
2004

 

December 31,
2003

 

December 31,
2004

 

December 31,
2003

 

 

 

(unaudited)

 

(unaudited)

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Commissions:

 

 

 

 

 

 

 

 

 

POSIT

 

$

23,637

 

$

31,109

 

$

100,858

 

$

126,729

 

Electronic Trading Desk

 

28,175

 

32,549

 

108,733

 

119,355

 

Client Site Trading Products

 

30,399

 

19,600

 

102,369

 

77,554

 

Other

 

7,401

 

3,259

 

22,526

 

10,354

 

Total revenues

 

89,612

 

86,517

 

334,486

 

333,992

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

32,671

 

29,836

 

122,833

 

118,070

 

Transaction processing

 

13,961

 

12,756

 

51,080

 

46,316

 

Software royalties

 

3,321

 

4,367

 

13,806

 

16,894

 

Occupancy and equipment

 

7,640

 

7,431

 

30,348

 

31,149

 

Telecommunications and data processing services

 

4,454

 

4,630

 

17,978

 

18,334

 

Other general and administrative

 

9,452

 

9,536

 

32,425

 

33,528

 

Total expenses

 

71,499

 

68,556

 

268,470

 

264,291

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

18,113

 

17,961

 

66,016

 

69,701

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

5,222

 

5,504

 

24,803

 

27,748

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

12,891

 

$

12,457

 

$

41,213

 

$

41,953

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.31

 

$

0.27

 

$

0.96

 

$

0.89

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.31

 

$

0.27

 

$

0.96

 

$

0.89

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

41,928

 

46,257

 

42,811

 

46,996

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average number of common shares outstanding

 

42,036

 

46,284

 

42,841

 

47,016

 

 

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INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Financial Condition

(In thousands, except share amounts)

 

 

 

 

December 31,
2004

 

December 31,
2003

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

206,465

 

$

239,013

 

Cash restricted or segregated

 

7,287

 

11,892

 

Securities owned, at fair value

 

32,530

 

24,174

 

Receivables from brokers, dealers and other, net

 

198,642

 

219,860

 

Investments in limited partnerships

 

20,311

 

19,529

 

Premises and equipment, net

 

24,023

 

25,088

 

Capitalized software, net

 

8,926

 

6,575

 

Goodwill

 

87,356

 

77,143

 

Other intangibles

 

2,657

 

4,747

 

Deferred taxes

 

10,226

 

12,147

 

Other assets

 

14,827

 

9,680

 

Total assets

 

$

613,250

 

$

649,848

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

83,383

 

$

82,554

 

Payables to brokers, dealers and other

 

142,446

 

187,764

 

Software royalties payable

 

3,350

 

4,209

 

Securities sold, not yet purchased, at fair value

 

30

 

1,264

 

Income taxes payable

 

13,310

 

12,754

 

Total liabilities

 

242,519

 

288,545

 

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: 51,327,388 and 51,262,743 at December 31, 2004 and December 31, 2003, respectively and 41,950,670 and 44,740,279 shares outstanding at December 31, 2004 and December 31, 2003, respectively

 

513

 

513

 

Additional paid-in capital

 

161,169

 

157,319

 

Retained earnings

 

375,191

 

333,978

 

Common stock held in treasury, at cost; shares: 9,376,718 and 6,522,464 at December 31, 2004 and December 31, 2003, respectively

 

(177,095

)

(138,641

)

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

10,953

 

8,134

 

Total stockholders’ equity

 

370,731

 

361,303

 

Total liabilities and stockholders’ equity

 

$

613,250

 

$

649,848

 

 

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INVESTMENT TECHNOLOGY GROUP, INC.

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

 

In evaluating the Company’s financial performance, management reviews 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

 

Year Ended

 

 

 

December 31, 2004

 

December 31, 2003

 

December 31, 2004

 

December 31, 2003

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

89,612

 

$

86,517

 

$

334,486

 

$

333,992

 

Less:

 

 

 

 

 

 

 

 

 

Non-recurring revenue (1)

 

(2,000

)

 

(6,543

)

 

Pro forma revenues

 

87,612

 

86,517

 

327,943

 

333,992

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

71,499

 

68,556

 

268,470

 

264,291

 

Less:

 

 

 

 

 

 

 

 

 

Asset impairment charges (2)

 

 

(2,747

)

(700

)

(2,747

)

Other non-recurring expenses (3)

 

(865

)

 

(3,422

)

 

Add:

 

 

 

 

 

 

 

 

 

Interest on tax settlement (4)

 

 

454

 

 

454

 

Pro forma expenses

 

70,634

 

66,263

 

264,348

 

261,998

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

18,113

 

17,961

 

66,016

 

69,701

 

Effect of pro forma adjustments

 

(1,135

)

2,293

 

(2,421

)

2,293

 

Pro forma income before income tax expense

 

16,978

 

20,254

 

63,595

 

71,994

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

5,222

 

5,504

 

24,803

 

27,748

 

Tax settlement (4)

 

 

1,696

 

 

1,696

 

Tax effect of pro forma adjustments

 

(684

)

855

 

(1,174

)

855

 

Pro forma income tax expense

 

4,538

 

8,055

 

23,629

 

30,299

 

 

 

 

 

 

 

 

 

 

 

Net income

 

12,891

 

12,457

 

41,213

 

41,953

 

Net effect of pro forma adjustments

 

(451

)

(258

)

(1,247

)

(258

)

Pro forma net income

 

$

12,440

 

$

12,199

 

$

39,966

 

$

41,695

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.31

 

$

0.27

 

$

0.96

 

$

0.89

 

Net effect of pro forma adjustments

 

(0.01

)

(0.01

)

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

Pro forma diluted earnings per share

 

$

0.30

 

$

0.26

 

$

0.93

 

$

0.89

 

 

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Notes:

 

(1) Non-recurring revenue is comprised of the gain on the sale of 50% of Investment Technology Group, Inc.’s (“ITG”) Canadian subsidiary, KTG Technology Corp. in the Second Quarter 2004 ($2.4 million), unrealized gains of $3.3 million from our holding of common stock of a corporation following the corporation’s initial public offering in the Third Quarter of 2004, of which $1.2 million was recognized in the Fourth Quarter, and a recovery against previous investment write-downs of $0.8 million.

 

(2) The asset impairment charges recorded in 2004 pertains to a write-down of two New York Stock Exchange seats that ITG obtained as part of the Hoenig acquisition.  Since the market environment in the third quarter had led to a reduction in NYSE seat prices, we recorded a third quarter $0.7 million impairment write-down to reflect the value of these seats at $1.15 million each as we believed the impairment was “other than temporary”.  These seats were also written down in 2003 ($2.0 million).  Similarly, our trading rights in Hong Kong were also written down in 2003.

 

(3) Other non-recurring expenses incurred in the Fourth Quarter 2004 include employee separation costs and costs related to the cessation of onshore Japanese business development activities. Totals for the year ended 2004 also include employee separation costs and a lease abandonment charge taken in the Third Quarter.

 

(4) In the Fourth Quarter of 2003, 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 approximately $450,000 of related interest expense that had been accrued on a pre-tax basis were reversed into income.

 

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