-----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, F8WvBkL1tsyAzJO81UogZ6AyoEj5C/kv9Aq07WiQ3ZRVofCJb+RFb1jvY89u1RVd i/SjJTDXXD1MiOsP29Uwhw== 0001104659-03-006559.txt : 20030416 0001104659-03-006559.hdr.sgml : 20030416 20030416084308 ACCESSION NUMBER: 0001104659-03-006559 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030416 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030416 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: 333-78309 FILM NUMBER: 03651677 BUSINESS ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125884000 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 8-K 1 j9537_8k.htm 8-K

 

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

 

April 16, 2003
Date of Report (Date of earliest event reported)

 

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

 

Delaware

 

0-23644

 

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)

 

 



 

Item 12. Results of Operations and Financial Condition (provided under “Item 9. Regulation FD Disclosure”)

 

In accordance with SEC Release No. 33-8216, the following information, intended to be furnished under “Item 12. Results of Operations and Financial Condition”, is instead furnished under “Item 9. Regulation FD Disclosure”.

 

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

On April 16, 2003, Investment Technology Group, Inc. issued a press release announcing financial results for the quarter ended March 28, 2003. A copy of this press release is attached hereto as Exhibit 99.1.

 

 

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:    April 16, 2003

By:

/s/ Howard C. Naphtali

 

 

 

Howard C. Naphtali

 

 

 

Chief Financial Officer and

 

 

 

Duly Authorized Signatory of Registrant

 

 

2



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release by Investment Technology Group, Inc., dated as of April 16, 2003

 

3


EX-99.1 3 j9537_ex99d1.htm EX-99.1

Exhibit 99.1

 

ITG Reports First Quarter Results

 

New York, NY, April 16, 2003— Investment Technology Group, Inc. (NYSE: ITG), a leading provider of technology-based equity trading services, today announced that for the first quarter ended March 28, 2003, revenues were $73.5 million, net income was $6.5 million and diluted earnings per share were $0.14.

 

Reflecting weak stock market conditions, revenue per trading day compared to last year’s first quarter decreased 47% in POSIT and 27% in Client-Site Trading Products. Revenue per trading day increased by 19% for the Electronic Trading Desk, reflecting ITG’s acquisition of Hoenig in September 2002.

 

Excluding Hoenig, ITG’s total U.S. trading volume was 4.3 billion shares (averaging 71.0 million shares per trading day) compared to 6.0 billion shares in the first quarter of 2002 (averaging 99.8 million shares per trading day) and 5.4 billion shares in the fourth quarter of 2002 (averaging 82.6 million shares per trading day). On a consolidated basis including both Hoenig and international operations, ITG’s total trading volume was 8.2 billion shares for the first quarter of 2003 compared to 7.5 billion shares for the first quarter of 2002 and 9.7 billion shares in the fourth quarter of 2002.

 

Revenues for ITG’s international operations were $12.1 million for the first quarter of 2003 compared to $7.1 million for the first quarter of 2002. European revenues were $5.1 million in the first quarter of 2003 and $3.1 million in last year’s first quarter. First quarter revenues in Canada were $4.6 million compared to $3.0 million in the prior year period. Revenues in Australia were $1.2 million compared to $0.9 million and revenues in Asia (where ITG commenced trading in the second quarter of 2002) were $1.2 million. Pre-tax losses from International operations were $2.7 million for the first quarter of 2003 ($0.06 per share) vs. $3.4 million ($0.07 per share) in the first quarter of 2002.

 

For ITG overall, pre-tax margins were 16.7% compared to 38.7% in first quarter 2002. In the U.S., ITG’s pre-tax margins were 24.3% compared to 45.4% a year ago due to the substantial reduction in trading activity.

 

2003 Outlook

 

ITG says it is expecting a continuation of weak institutional trading volumes in the first half of 2003. For the full year, it will be difficult to improve significantly on current levels of revenues and earnings without improvement in the U.S. domestic equity market environment.

 

 “Despite the significant pressure on volumes and margins in this tough cycle, ITG continues to fund our long-term commitment to trading technology development and international expansion,” said Robert J. Russel, ITG President and Chief Executive Officer. “ITG is increasing its competitive advantage and building platforms for future growth through the investments we are making now in new technology-driven products, expanding our offering to the hedge fund sector and building new businesses in the major capital markets overseas.”

 

1



 

Conference Call

 

ITG has scheduled a conference call today at 10:30 a.m. EDT to discuss first quarter results and the outlook for 2003. Those wishing to listen to the call should dial (800) 314-7867 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 349534, 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.

 

###

 

 

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

 

2



 

INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

 

March 28,
2003

 

March 31,
2002

 

Revenues:

 

 

 

 

 

Commissions:

 

 

 

 

 

POSIT

 

$

24,720

 

$

46,586

 

Electronic Trading Desk

 

27,332

 

23,036

 

Client Site Direct Access

 

18,996

 

26,012

 

Other

 

2,463

 

2,104

 

Total revenues

 

73,511

 

97,738

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

Compensation and employee benefits

 

28,768

 

26,161

 

Transaction processing

 

10,094

 

11,908

 

Software royalties

 

3,116

 

5,921

 

Occupancy and equipment

 

7,662

 

6,281

 

Telecommunications and data processing services

 

4,490

 

4,246

 

Other general and administrative

 

7,140

 

5,437

 

Total expenses

 

61,270

 

59,954

 

 

 

 

 

 

 

Income before income tax expense

 

12,241

 

37,784

 

 

 

 

 

 

 

Income tax expense

 

5,752

 

15,616

 

 

 

 

 

 

 

Net income

 

$

6,489

 

$

22,168

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14

 

$

0.45

 

 

 

 

 

 

 

Diluted

 

$

0.14

 

$

0.45

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

47,337

 

48,893

 

 

 

 

 

 

 

Diluted weighted average number of common shares outstanding

 

47,353

 

49,723

 

 

3



 

INVESTMENT TECHNOLOGY GROUP, INC.

Consolidated Statements of Financial Condition

(In thousands, except share amounts)

 

 

 

March 28,
2003

 

December 31,
2002

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

175,176

 

$

190,907

 

Securities owned, at fair value

 

86,454

 

75,644

 

Receivables from brokers, dealers and other, net

 

237,657

 

159,293

 

Investments in limited partnerships

 

26,396

 

26,104

 

Premises and equipment

 

27,274

 

28,999

 

Capitalized software

 

7,449

 

6,582

 

Goodwill and other intangibles

 

82,446

 

82,567

 

Deferred taxes

 

9,465

 

9,740

 

Other assets

 

13,507

 

14,418

 

Total assets

 

$

665,824

 

$

594,254

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

76,153

 

$

83,350

 

Payables to brokers, dealers and other

 

212,440

 

139,138

 

Software royalties payable

 

3,160

 

4,122

 

Securities sold, not yet purchased, at fair value

 

17

 

37

 

Income taxes payable

 

15,843

 

11,098

 

Total liabilities

 

307,613

 

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: 51,237,705 and 51,220,201 at March 28, 2003 and December 31, 2002, respectively

 

512

 

512

 

Additional paid-in capital

 

155,540

 

155,085

 

Retained earnings

 

298,514

 

292,025

 

Common stock held in treasury, at cost; shares: 4,047,158 and 3,689,722 at March 28, 2003 and December 31, 2002, respectively

 

(98,108

)

(92,471

)

Accumulated other comprehensive income:

 

 

 

 

 

Currency translation adjustment

 

1,753

 

1,358

 

Total stockholders’ equity

 

358,211

 

356,509

 

Total liabilities and stockholders’ equity

 

$

665,824

 

$

594,254

 

 

4


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