-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXAtWVOEMkgGfWd5k+ykSWivwPx4PxoT2+nO/VxlKdkW1gb6HG2pbov9zr336mXb 7MQR2EFtzDRRNQrd32R+Iw== 0001104659-06-031027.txt : 20060504 0001104659-06-031027.hdr.sgml : 20060504 20060504113538 ACCESSION NUMBER: 0001104659-06-031027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060504 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0000920424 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133757717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32722 FILM NUMBER: 06806776 BUSINESS ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125884000 MAIL ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 a06-11207_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

May 4, 2006
Date of Report (Date of earliest event reported)

INVESTMENT TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware

 

001-32722

 

95-2848406

(State or other jurisdiction of

 

(Commission file number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

 

380 Madison Avenue
New York, New York 10017
(Address of principal executive offices)

(212) 588-4000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

 

Written communication pursuant to Rule 425 under the Securities Act (17. CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17. CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17. CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17. CFR 240.13e-4(c))

 

 




Item 2.02 Results of Operations and Financial Condition

On May 4, 2006 Investment Technology Group, Inc. issued a press release announcing financial results for the quarter ended March 31, 2006. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1                Press release issued by Investment Technology Group, Inc. on May 4, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

INVESTMENT TECHNOLOGY GROUP, INC.

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

Date: May 4, 2006

 

 

 

By:

 

/s/ Howard C. Naphtali

 

 

 

 

 

Howard C. Naphtali

 

 

 

 

 

Chief Financial Officer and

 

 

 

 

 

Duly Authorized Signatory of Registrant

 

 




EXHIBIT INDEX

Exhibit No.

 

 

 

Description

 

 

99.1

 

Press Release by Investment Technology Group, Inc., dated as of May 4, 2006.

 

 



EX-99.1 2 a06-11207_1ex99d1.htm EX-99

Exhibit 99.1

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

 

FOR IMMEDIATE RELEASE

ITG Reports first Quarter 2006 EPS of $0.60

 


 

NEW YORK, NY, May 4, 2006 - - Investment Technology Group, Inc. (NYSE: ITG), a leading provider of technology-based trading services and transaction research, today announced that for the first quarter ended March 31, 2006, net income was $26.4 million, 100 percent higher than net income of $13.2 million in the first quarter of 2005. Earnings were $0.60 per diluted share, an increase of 94 percent versus earnings of $0.31 per diluted share in the first quarter of last year. ITG’s total revenues for the first quarter of 2006 were $146.2 million, 59 percent higher than total revenue of $91.7 million for the first quarter of 2005.

Excluding the impact of non-recurring items, operating revenues of $138.5 million increased by 51 percent from first quarter 2005 operating revenues of $91.5 million and includes $16.5 million pertaining to Macgregor and Plexus. In the first quarter of 2006, operating earnings per share of $0.49 increased 58 percent versus operating earnings of $0.31 per diluted share in the first quarter of last year. Pre-tax operating margins in the first quarter of 2006 were 26.2 percent, up from 24 percent in the first quarter of 2005.

As a result of the closing of the Archipelago merger with the NYSE, this quarter includes a non-recurring gain of $7.8 million and earnings of $0.11 per diluted share associated with our previous ownership of two NYSE seats, which were converted to NYSE Group, Inc. stock.

“ITG’s strong growth pattern continued in the first quarter as the firm executed on its strategy of providing value-added products across the trading continuum,” said Ray Killian, ITG’s Chairman, President and Chief Executive Officer. “In the first quarter of 2006, we fundamentally expanded our product platform through the integration of Macgregor and Plexus into ITG Solutions Network.”

ITG’s International revenues were a record $28.0 million in the first quarter of 2006, 27 percent higher than revenues of $22.1 million in the first quarter of 2005. International pre-tax operating profits increased from $1.9 million in the first quarter of 2005 to a record $2.9 million in the first quarter of 2006.

ITG’s European revenues and profitability increased significantly in the first quarter due to an overall rise in volume across product lines,” said Mr. Killian. “We expect this to be an area of growth over the next year as electronic trading and regulatory trends gain further traction in Europe.”

2




Conference Call

ITG has scheduled a conference call today at 11:00 a.m. ET to discuss first quarter results. Those wishing to listen to the call should dial 1-888-515-2235 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 www.shareholder.com/itginc/investors/earnings.cfm. 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 7794907. 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.

About ITG

Investment Technology Group, Inc. (NYSE:ITG), is a specialized agency brokerage and technology firm that partners with clients globally to provide innovative solutions spanning the entire investment process. A pioneer in electronic trading, ITG has a unique approach that combines pre-trade analysis, order management, trade execution, and post-trade evaluation to provide clients with continuous improvements in trading and cost efficiency. The firm is headquartered in New York with offices in North America, Europe and the Asia Pacific regions. For more information on ITG, please visit www.itg.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, 2005, and other documents filed with the Securities and Exchange Commission and available on the company’s web site.

Investor and Media Relations Contact:

Alicia Curran
(212) 444-6130

3




INVESTMENT TECHNOLOGY GROUP, INC.
Consolidated Statements of Income
(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

 

March 31,
2006

 

March 31,
2005

 

Revenues:

 

 

 

 

 

Commissions

 

$

117,578

 

$

87,533

 

Recurring

 

17,664

 

2,513

 

Other

 

11,000

 

1,616

 

Total revenues

 

146,242

 

91,662

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

Compensation and employee benefits

 

51,977

 

33,689

 

Transaction processing

 

17,843

 

14,284

 

Occupancy and equipment

 

8,483

 

7,253

 

Telecommunications and data processing services

 

6,895

 

4,865

 

Other general and administrative

 

13,908

 

9,360

 

Interest expense

 

3,023

 

 

Total expenses

 

102,129

 

69,451

 

 

 

 

 

 

 

Income before income tax expense

 

44,113

 

22,211

 

 

 

 

 

 

 

Income tax expense

 

17,706

 

8,975

 

Net income

 

$

26,407

 

$

13,236

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.61

 

$

0.32

 

Diluted

 

$

0.60

 

$

0.31

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

43,001

 

42,010

 

Diluted weighted average number of common shares outstanding

 

43,733

 

42,161

 

 

4




INVESTMENT TECHNOLOGY GROUP, INC.
Consolidated Statements of Financial Condition
(In thousands, except share amounts)

 

 

March 31,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

238,481

 

$

261,044

 

Cash restricted or segregated under regulations and other

 

12,703

 

7,007

 

Securities owned:

 

 

 

 

 

Trading securities, at fair value

 

7,158

 

6,017

 

Available-for-sale securities, at fair value

 

3,982

 

 

Receivables from brokers, dealers and other, net

 

825,301

 

485,012

 

Investments

 

16,917

 

10,628

 

Premises and equipment, net

 

27,110

 

22,292

 

Capitalized software, net

 

16,115

 

12,780

 

Goodwill

 

388,430

 

176,773

 

Other intangibles

 

31,124

 

12,173

 

Deferred taxes

 

17,619

 

7,972

 

Other assets

 

13,502

 

14,636

 

Total assets

 

$

1,598,442

 

$

1,016,334

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

128,947

 

$

109,442

 

Payables to brokers, dealers and other

 

750,788

 

435,141

 

Securities sold, not yet purchased, at fair value

 

2,193

 

91

 

Income taxes payable

 

18,264

 

9,354

 

Long term debt

 

192,000

 

 

Total liabilities

 

1,092,192

 

554,028

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

Common stock, par value $0.01; 100,000,000 shares authorized; 51,419,727 and 51,390,027 shares issued at March 31, 2006 and December 31, 2005, respectively and 43,216,245 and 42,773,651 shares outstanding at March 31, 2006 and December 31, 2005, respectively

 

514

 

514

 

Additional paid-in capital

 

184,692

 

175,600

 

Retained earnings

 

469,054

 

442,647

 

Common stock held in treasury, at cost; 8,203,482 and 8,616,376 shares at March 31, 2006 and December 31, 2005, respectively

 

(154,937

)

(162,735

)

Accumulated other comprehensive income (net of tax)

 

6,927

 

6,280

 

Total stockholders’ equity

 

506,250

 

462,306

 

Total liabilities and stockholders’ equity

 

$

1,598,442

 

$

1,016,334

 

 

5




INVESTMENT TECHNOLOGY GROUP, INC.
Reconciliation of US GAAP Results to Pro Forma Operating 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

 

 

 

March 31,
2006

 

March 31,
2005

 

Total Revenues

 

$

146,242

 

$

91,662

 

Less:

 

 

 

 

 

Non-recurring revenue (1)

 

(7,777

)

(125

)

Pro forma operating revenues

 

138,465

 

91,537

 

 

 

 

 

 

 

Total Expenses

 

102,129

 

69,451

 

 

 

 

 

 

 

Income before income tax expense

 

44,113

 

22,211

 

Effect of pro forma adjustments

 

(7,777

)

(125

)

Pro forma operating income before income tax expense

 

36,336

 

22,086

 

 

 

 

 

 

 

Income tax expense

 

17,706

 

8,975

 

Tax effect of pro forma adjustments

 

(2,892

)

(55

)

Pro forma operating income tax expense

 

14,814

 

8,920

 

 

 

 

 

 

 

Net income

 

26,407

 

13,236

 

Net effect of pro forma adjustments

 

(4,885

)

(70

)

Pro forma operating income

 

$

21,522

 

$

13,166

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.60

 

$

0.31

 

Net effect of pro forma adjustments

 

(0.11

)

 

Pro forma diluted operating earnings per share

 

$

0.49

 

$

0.31

 

 

Note:

(1) 2006 non-recurring revenues are comprised of an unrealized gain of approximately $6.8 million and dividends approximating $1.0 million related to our ownership of two memberships on the New York Stock Exchange (“NYSE”). As part of their merger, the NYSE and Archipelago Holdings, Inc. (“Archipelago”) were combined under a new holding company named NYSE Group, Inc. Each NYSE member received compensation consisting of cash and restricted shares of NYSE Group, Inc. common stock. Accordingly, consideration received for our memberships consisted of 157,202 restricted shares of NYSE Group, Inc. common stock, and approximately $1.0 million in cash and dividends, which was recorded as dividend income. 2005 non-recurring revenues comprised a loss of approximately $0.3 million from our shares of Archipelago common stock that we received as part of an equity entitlement program and a recovery against previous investment write-downs of approximately $0.4 million.

6



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