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8-K - 8-K - INVESTMENT TECHNOLOGY GROUP, INC.a12-3993_18k.htm

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

 

ITG Reports Fourth Quarter 2011 Results

 

Operating Profitability Impacted by Weaker Institutional Trading Volumes

 

NEW YORK, February 1, 2012 — ITG (NYSE: ITG), a leading agency research broker and financial technology firm, today reported results for the fourth quarter ended December 31, 2011.

 

Fourth quarter 2011 highlights included:

 

·                  GAAP net loss of $3.7 million, or $0.09 per diluted share, compared to GAAP net income of $1.8 million, or $0.04 per diluted share in the fourth quarter of 2010.  The GAAP net loss for the fourth quarter of 2011 included (i) a restructuring charge related to lease consolidations and employee separation costs of $6.8 million, or $0.10 per diluted share after taxes; and (ii) a non-cash impairment charge attributable to a minority investment of $4.3 million, or $0.06 per diluted share after taxes.  GAAP net income for the fourth quarter of 2010 included charges related to the Majestic acquisition and office closings of $4.2 million, or $0.07 per diluted share after taxes.

 

·                  Adjusted net income for the fourth quarter of 2011 of $2.7 million, or $0.07 per diluted share, compared to adjusted net income in the fourth quarter of 2010 of $4.7 million, or $0.11 per diluted share.

 

·                  Revenues of $129.9 million, compared to $138.3 million in the fourth quarter of 2010.

 

·                  Expenses of $136.3 million, compared to $135.2 million in the fourth quarter of 2010.

 

·                  Adjusted expenses of $125.2 million, compared to $131.0 million in the fourth quarter of 2010.

 

·                  Average daily trading volume in the U.S. of 182 million shares, up 6% from the fourth quarter of 2010.  POSIT® average daily U.S. volume was 86.4 million shares, up 14% from the fourth quarter of 2010.

 



 

·                  The repurchase of 1,009,700 shares of common stock under ITG’s authorized share repurchase program for a total of $10.7 million.  Repurchases since the first quarter of 2010 have totaled $89.2 million or 6.1 million shares, resulting in a decrease in shares outstanding, net of new issuances, of more than 10%.

 

The results of ITG’s U.S. operations during the fourth quarter of 2011 were negatively impacted by reduced levels of trading activity by institutional investors. Sell-side client volume represented 44% of total U.S. volumes, up from 41% in the third quarter of 2011.  Revenues from U.S. operations were $83.1 million in the fourth quarter of 2011, down 7% from $89.6 million in the fourth quarter of 2010.  ITG’s U.S. operations incurred a GAAP net loss of $6.4 million and adjusted net income of $0.3 million in the fourth quarter of 2011, compared to a GAAP net loss of $1.1 million and adjusted net income of $2.3 million in the fourth quarter of 2010.

 

ITG’s International revenues were $46.8 million in the fourth quarter of 2011, a 4% decrease over $48.8 million in the fourth quarter of 2010.  ITG’s International operations posted GAAP net income of $2.7 million and adjusted net income of $2.4 million in the fourth quarter of 2011, compared to GAAP net income of $2.9 million and adjusted net income of $2.5 million in the fourth quarter of 2010.

 

“Low levels of trading activity by institutional investors in the U.S. and weaker turnover in both Europe and Asia Pacific pressured our revenues in the fourth quarter,” said Bob Gasser, ITG’s Chief Executive Officer and President.  “Despite these headwinds, we continued to selectively build out the ITG Investment Research platform, maintained a disciplined approach to cost management and returned cash to shareholders via share buybacks in excess of our level of operating earnings.”

 

Full Year 2011 Results

 

For the full year 2011, revenues were $572.0 million, GAAP net loss was $179.8 million, or $4.42 per diluted share and adjusted net income was $28.6 million, or $0.69 per diluted share. For the full year 2010, revenues were $570.8 million, GAAP net income was $24.0 million, or $0.55 per diluted share, in 2010 and adjusted net income was $38.1 million, or $0.88 per diluted share.

 

The discussion above includes adjusted expenses and adjusted net income and related per share amounts, which are non-GAAP financial measures that are described in the

 



 

attached tables along with a reconciliation of these non-GAAP financial measures to GAAP results.

 

Conference Call

 

ITG has scheduled a conference call today at 11:00 am ET to discuss fourth quarter results.  Those wishing to listen to the call should dial 1-866-831-6234 (1-617-213-8854 outside the US) and enter the passcode 38122132 at least 10 minutes prior to the start of the call to ensure connection.  The webcast and accompanying slideshow presentation can be downloaded from ITG’s web site at www.itg.com.  For those unable to listen to the live broadcast of the call, a replay will be available for one week by dialing 1-888-286-8010 (1-617-801-6888 outside the US) and entering the passcode 69282617. The replay will be available starting approximately two hours after the completion of the conference call.

 

ABOUT ITG

 

ITG is an independent research and execution broker that partners with global portfolio managers and traders to provide unique data-driven insights throughout the investment process. From investment decision through settlement, ITG helps clients understand market trends, improve performance, mitigate risk and navigate increasingly complex markets. ITG is headquartered in New York with offices in North America, Europe, and Asia Pacific. For more information, please visit www.itg.com.

 

In addition to historical information, this press release may contain “forward-looking” statements that reflect management’s expectations for the future.  A variety of important factors could cause results to differ materially from such statements.  Certain of these factors are noted throughout ITG’s 2010 Annual Report on Form 10-K, and its Form 10-Qs and include, but are not limited to, general economic, business, credit and financial market conditions, internationally and nationally, 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, changes in tax policy or accounting rules, the actions of both current and potential new competitors, changes in commission pricing, potential impairment charges related to goodwill and other long-lived assets, rapid changes in technology, errors or malfunctions in our systems or technology, 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 successfully integrate acquired companies, our ability to attract and retain talented employees and our ability to achieve cost savings from our cost reduction plans. 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

 



 

INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Operations

(In thousands, except per share amounts)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Commissions and fees

 

$

97,627

 

$

110,639

 

$

445,801

 

$

469,005

 

Recurring

 

28,636

 

26,542

 

110,919

 

93,186

 

Other

 

3,660

 

1,165

 

15,317

 

8,563

 

Total revenues

 

129,923

 

138,346

 

572,037

 

570,754

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

52,041

 

57,208

 

219,307

 

215,886

 

Transaction processing

 

20,632

 

21,746

 

91,602

 

85,387

 

Occupancy and equipment

 

15,282

 

15,316

 

60,191

 

59,905

 

Telecommunications and data processing services

 

13,960

 

14,108

 

58,460

 

53,473

 

Other general and administrative

 

22,705

 

22,516

 

90,808

 

88,162

 

Goodwill and other asset impairment

 

4,282

 

 

229,317

 

11,466

 

Restructuring charges

 

6,754

 

1,812

 

24,432

 

4,062

 

Acquisition related costs

 

 

2,409

 

2,523

 

2,409

 

Interest expense

 

625

 

83

 

2,025

 

671

 

Total expenses

 

136,281

 

135,198

 

778,666

 

521,421

 

(Loss) income before income tax expense

 

(6,358

)

3,148

 

(206,628

)

49,333

 

Income tax (benefit) expense

 

(2,686

)

1,318

 

(26,839

)

25,353

 

Net (loss) income

 

$

(3,672

)

$

1,830

 

$

(179,789

)

$

23,980

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.09

)

$

0.04

 

$

(4.42

)

$

0.56

 

Diluted

 

$

(0.09

)

$

0.04

 

$

(4.42

)

$

0.55

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

39,624

 

41,636

 

40,691

 

42,767

 

Diluted weighted average number of common shares outstanding

 

39,624

 

42,538

 

40,691

 

43,496

 

 



 

INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Financial Condition

(In thousands, except share amounts)

 

 

 

December 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

284,188

 

$

317,010

 

Cash restricted or segregated under regulations and other

 

71,496

 

68,965

 

Deposits with clearing organizations

 

25,538

 

14,235

 

Securities owned, at fair value

 

5,277

 

25,789

 

Receivables from brokers, dealers and clearing organizations

 

871,315

 

865,251

 

Receivables from customers

 

472,509

 

606,256

 

Premises and equipment, net

 

43,023

 

39,373

 

Capitalized software, net

 

51,258

 

57,924

 

Goodwill

 

274,292

 

468,479

 

Other intangibles, net

 

39,594

 

36,784

 

Income taxes receivable

 

6,838

 

5,561

 

Deferred taxes

 

16,493

 

4,902

 

Other assets

 

16,248

 

20,324

 

Total assets

 

2,178,069

 

$

2,530,853

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

181,224

 

$

195,109

 

Short-term bank loans

 

1,606

 

 

Payables to brokers, dealers and clearing organizations

 

1,079,773

 

1,139,958

 

Payables to customers

 

207,738

 

272,027

 

Securities sold, not yet purchased, at fair value

 

438

 

19,362

 

Income taxes payable

 

11,460

 

16,215

 

Deferred taxes

 

719

 

18,114

 

Term debt

 

23,997

 

 

Total liabilities

 

1,506,955

 

1,660,785

 

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; 51,899,229 and 51,790,608 shares issued at December 31, 2011 and 2010, respectively

 

519

 

518

 

Additional paid-in capital

 

249,469

 

246,085

 

Retained earnings

 

653,344

 

833,133

 

Common stock held in treasury, at cost; 12,679,948 and 10,524,757 shares at December 31, 2011 and 2010, respectively

 

(240,559

)

(220,161

)

Accumulated other comprehensive income (net of tax)

 

8,341

 

10,493

 

Total stockholders’ equity

 

671,114

 

870,068

 

Total liabilities and stockholders’ equity

 

2,178,069

 

$

2,530,853

 

 

INVESTMENT TECHNOLOGY GROUP, INC.

Reconciliation of US GAAP Results to Adjusted Results

 

In evaluating ITG’s financial performance, management reviews results from operations which excludes non-operating or one-time charges.  Adjusted expenses and adjusted net income and related per share amounts are non-GAAP performance measures, but the Company believes that they are useful to assist investors in gaining an understanding of the trends and operating results

 



 

for ITG’s core businesses. These measures should be viewed in addition to, and not in lieu of, ITG’s reported results under GAAP.

 

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

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

Total revenues

 

$

129,923

 

$

138,346

 

$

572,037

 

$

570,754

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

136,281

 

135,198

 

778,665

 

521,421

 

Less:

 

 

 

 

 

 

 

 

 

Acquisition related costs (1) (2)

 

 

(2,409

)

(2,523

)

(2,409

)

Goodwill and other asset impairment (3)(4)(5)(6)

 

(4,282

)

 

(229,317

)

(11,466

)

Restructuring charges (7)(8)(9)

 

(6,755

)

(1,812

)

(24,432

)

(4,062

)

Adjusted operating expenses

 

125,245

 

130,977

 

522,393

 

503,484

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income tax (benefit) expense

 

(6,358

)

3,148

 

(206,628

)

49,333

 

Effect of adjustments

 

11,036

 

4,221

 

256,272

 

17,937

 

Adjusted pre-tax operating income

 

4,678

 

7,369

 

49,644

 

67,270

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

(2,686

)

1,318

 

(26,839

)

25,353

 

Tax effect of adjustments

 

4,636

 

1,318

 

47,897

 

3,797

 

Adjusted operating income tax expense

 

1,950

 

2,636

 

21,058

 

29,150

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

(3,672

)

1,830

 

(179,789

)

23,980

 

Net effect of adjustments

 

6,400

 

2,903

 

208,375

 

14,140

 

Adjusted operating net income

 

$

2,728

 

$

4,733

 

$

28,586

 

$

38,120

 

 

 

 

 

 

 

 

 

 

 

Diluted (loss) earnings per share

 

$

(0.09

)

$

0.04

 

$

(4.42

)

$

0.55

 

Net effect of adjustments

 

0.16

 

0.07

 

5.11

 

0.33

 

Adjusted diluted operating earnings per share

 

$

0.07

 

$

0.11

 

$

0.69

 

$

0.88

 

 



 

 

 

U.S.

 

International

 

 

 

Three Months Ended December 31,

 

Three Months Ended December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

Total revenues

 

$

83,119

 

$

89,555

 

$

46,804

 

$

48,791

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

94,227

 

92,072

 

42,054

 

43,126

 

Less:

 

 

 

 

 

 

 

 

 

Acquisition related costs (2)

 

 

(2,409

)

 

 

Goodwill and other asset impairment (3)

 

(4,282

)

 

 

 

Restructuring charges (7)(8)(9)

 

(7,027

)

(2,254

)

273

 

442

 

Adjusted operating expenses

 

82,918

 

87,409

 

42,327

 

43,568

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income tax (benefit) expense

 

(11,108

)

(2,517

)

4,750

 

5,665

 

Effect of adjustments

 

11,309

 

4,663

 

(273

)

(442

)

Adjusted pre-tax operating income

 

201

 

2,146

 

4,477

 

5,223

 

 

 

 

 

 

 

 

 

 

 

Income tax(benefit) expense

 

(4,749

)

(1,449

)

2,063

 

2.767

 

Tax effect of adjustments

 

4,636

 

1,318

 

 

 

Adjusted operating income tax expense

 

(113

)

(131

)

2,063

 

2,767

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

(6,359

)

(1,068

)

2,687

 

2,898

 

Net effect of adjustments

 

6,673

 

3,345

 

(273

)

(442

)

Adjusted operating net income

 

$

314

 

$

2,277

 

$

2,414

 

$

2,456

 

 

 

 

 

 

 

 

 

 

 

Diluted (loss) earnings per share

 

$

(0.16

)

$

(0.03

)

$

0.07

 

$

0.07

 

Net effect of adjustments

 

0.17

 

0.08

 

(0.01

)

(0.01

)

Adjusted diluted operating earnings per share

 

$

0.01

 

$

0.05

 

$

0.06

 

$

0.06

 

 


Notes:

(1)         During the second quarter of 2011, ITG acquired Ross Smith Energy Group Ltd., a Calgary-based independent provider of research on the oil and gas industry. In connection with the acquisition, ITG incurred approximately $2.5 million of acquisition-related costs, including legal fees, contract settlement costs and other professional fees.

(2)         During the fourth quarter of 2010, ITG acquired Majestic Research Corp., a privately held, independent provider of data-driven equity research for the institutional investment community.  In connection with the acquisition, ITG incurred approximately $2.4 million of acquisition-related costs, including legal fees and other professional fees, accelerated employee equity awards and severance costs.

(3)         During the fourth quarter of 2011, ITG determined that the carrying value of its investment in Disclosure Insight, Inc. was fully impaired, resulting in a write-off of $4.3 million.

(4)         In the second quarter of 2011, goodwill with a carrying value of $470.1 million in the U.S. operating segment was deemed impaired and its fair value was determined to be $245.1 million, resulting in an impairment charge of $225.0 million.

(5)         In 2010, goodwill with a carrying value of $5.4 million in the Asia Pacific operating segment relating to our Australian operations was deemed impaired and its fair value was determined to be zero, resulting in an impairment charge of $5.4 million.

(6)         As part of the fourth quarter 2009 restructuring, ITG made certain changes to its product priorities and wrote off $2.4 million of capitalized development initiatives that were not yet deployed. As ITG’s product development plan continued to evolve in the first quarter of 2010, it was determined that additional amounts capitalized in 2009 were not likely to be used and a further $6.1 million write-off was recorded.

(7)         In 2011, ITG decided to implement a restructuring plan to improve margins and enhance shareholder returns primarily focused on reducing costs in workforce, consulting and infrastructure in the U.S. and Europe. The cost reduction plan resulted in a restructuring charge totaling $24.4 million, including $6.8 million recorded in the fourth quarter and $17.7 million recorded in the second quarter. These costs included employee separation and related costs of $19.2 million and lease consolidation costs of $5.2 million.

(8)         During the fourth quarter of 2010, in connection with the integration of Majestic Research Corp., ITG decided to close its Westchester, NY office and relocate the staff, primarily sales traders and support, to its midtown Manhattan office and incurred a restructuring charge of $2.3 million.

(9)         In the second quarter of 2010, ITG committed to a restructuring plan in the Asia Pacific region to close its on-shore operations in Japan, resulting in lower operating costs and reduced capital requirements.  Restructuring charges primarily included employee severance, contract termination costs and non-cash write-offs of fixed assets and capitalized software.

 

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