ITG Investment Technology Grp., Inc.

Also Reports Third Quarter 2018 ResultsInternational Market Share Gains Drive Improved Profitability Versus 3Q17

ITG (NYSE: ITG), a leading agency broker and financial technology provider, today announced that it has reached a definitive agreement for Virtu Financial, Inc. (NASDAQ: VIRT) to acquire all outstanding shares of ITG’s Common Stock for $30.30 per share in cash. The price represents a premium of more than 40 percent over ITG’s average closing share price of $21.55 in the 30 days prior to news reports of a potential sale on October 4, 2018.

Minder Cheng, Chairman of the Board of Directors, said, “ITG has made tremendous progress in executing on its Strategic Operating Plan over the past two years, and the agreement with Virtu is a result of the dedicated efforts of our management team and employees. After careful consideration, ITG’s Board of Directors determined that the proposal from Virtu, which provides an immediate and significant cash premium, offers the most value for ITG stockholders. The combination of Virtu and ITG will create an industry-leading financial technology franchise with true global capabilities and scale.” 

J.P. Morgan is serving as the financial advisor and Wachtell, Lipton, Rosen & Katz is providing legal counsel to ITG.

Additionally, ITG reported results for the quarter ended September 30, 2018.

Third Quarter 2018 Highlights

• GAAP net income of $0.2 million, or $0.01 per diluted share, and adjusted net income of $5.4 million, or $0.16 per diluted share. This compares to a GAAP net loss of $47.0 million, or $1.42 per diluted share and an adjusted net loss of $3.6 million, or $0.11 per diluted share, for the third quarter of 2017.
• GAAP results for the third quarter of 2018 include: (i) a restructuring charge of $3.4 million, or $0.10 per diluted share, including $2.3 million to reduce office space in Los Angeles and $1.1 million to eliminate certain positions; (ii) a charge of $0.9 million, or $0.03 per diluted share to increase the liability for vacated office space in New York; (iii) $0.8 million, or $0.02 per diluted share, in legal expenses related to the previously announced pending resolution of the U.S. POSIT matter with the SEC.
• GAAP results for the third quarter of 2017 included a non-cash charge of $42.3 million, or $1.28 per diluted share, to establish a full valuation allowance for U.S. deferred tax assets, as well as a charge of $1.1 million, or $0.03 per diluted share related to the establishment of the Matrix derivatives venture.
• Revenues of $120.8 million, compared to revenues of $114.5 million in the third quarter of 2017. Revenues for the third quarter of 2018 were increased on a net basis by $1.7 million following an accounting rule change implemented in January 2018, which defers the recognition of certain commission revenues until later in the year and accelerates certain software license fee revenues (see discussion below, “Accounting Rule Change”).
• GAAP expenses of $118.0 million and adjusted expenses of $112.9 million, compared to GAAP expenses of $116.5 million and adjusted expenses of $115.4 million in the third quarter of 2017. Adjusted expenses for the third quarter of 2018 and the third quarter of 2017 exclude the charges listed above.
• GAAP pre-tax income of $2.8 million and adjusted pre-tax income of $7.9 million, compared to a GAAP pre-tax loss of $2.0 million and an adjusted pre-tax loss of $0.9 million in the third quarter of 2017.
• Average daily trading volume in the U.S. was 127 million shares versus 125 million shares in the third quarter of 2017. POSIT® average daily U.S. volume was 47 million shares compared to 54 million shares in the third quarter of 2017.
• Total average daily U.S. volume traded through POSIT Alert® was 14 million shares in both the third quarter of 2018 and the third quarter of 2017. 
• In Europe, average daily value traded in POSIT was $0.9 billion compared to $1.0 billion in the third quarter of 2017, including the effects of currency translation. Total average daily value traded through POSIT Alert in Europe rose 45% compared to the third quarter of 2017.
• ITG repurchased 4,000 shares for $0.1 million during the third quarter of 2018, as the share repurchase program was suspended during most of the quarter pending final settlement of the previously disclosed U.S. POSIT matter with the SEC. Repurchases since the first quarter of 2010 have totaled 17.8 million shares for $276 million, resulting in a decrease in shares outstanding, net of issuances, of approximately 25%. 

Commenting on the results, ITG President and Chief Executive Officer, Frank Troise, said, “Our Strategic Operating Plan has delivered clear results, with increased revenues and improved profitability as compared to the third quarter of 2017. The investments we made in people and technology to deliver best-in-class solutions over the past two years have enhanced capabilities in our core business areas of execution, liquidity, analytics and workflow technology. This morning’s agreement reflects the strength of our franchise, and is a result of the hard work, commitment, and innovation of the ITG team.”

Third Quarter Regional Segment Results

North American revenues were $61.6 million in the third quarter of 2018 as compared to $62.4 million in the third quarter of 2017.

ITG reported a net loss of $2.0 million in North America in the third quarter of 2018 compared to a net loss of $6.6 million in the third quarter of 2017. 

U.S. revenues in the third quarter of 2018 were $45.4 million, compared to $47.4 million in the third quarter of 2017. Canada revenues in the third quarter of 2018 were $16.2 million, compared to $15.01 million in the third quarter of 2017.

Europe and Asia Pacific revenues were $58.5 million in the third quarter of 2018, up from $51.6 million in the third quarter of 2017.

ITG reported net income for its Europe and Asia Pacific operations of $11.7 million in the third quarter of 2018, up from $8.0 million in the third quarter of 2017.

European revenues were $40.0 million in the third quarter of 2018, up from $36.3 million in the third quarter of 2017.

Asia Pacific revenues were $18.5 million in the third quarter of 2018, up from $15.3 million in the third quarter of 2017.

Corporate activity reduced GAAP net income by $9.5 million in the third quarter of 2018 and $48.4 million in the third quarter of 2017, including the impact of the charges listed above.

Corporate activity includes investment income and non-operating revenues and gains, as well as costs not associated with operating the businesses within ITG's regional segments, including costs of being a public company, intangible amortization, interest expense, costs of maintaining a global transfer pricing structure, foreign exchange gains and losses and certain non-operating expenses.

Year-to-Date ResultsFor the first nine months of 2018, revenues were $380.7 million, GAAP net income was $1.6 million, or $0.05 per diluted share, and adjusted net income was $24.2 million, or $0.71 per diluted share. For the first nine months of 2017, revenues were $356.9 million, GAAP net loss was $37.0 million, or $1.12 per diluted share, and adjusted net income was $6.3 million, or $0.18 per diluted share.

Accounting Rule ChangeBeginning in January 2018, ITG implemented a new accounting rule and is recognizing global commission revenues attributed to analytics products under bundled arrangements over the course of the annual service period. This change resulted in the deferral of $4.9 million of commission revenues in the first half of 2018 and the recognition of $2.1 million of previously deferred commissions in the third quarter of 2018. ITG expects substantially all the remaining $2.8 million in revenues deferred in the first half of the year to be recognized in the fourth quarter of 2018. The new accounting rule also accelerates the recognition of software license fees for a full period upon renewal. This change increased revenues by $0.9 million in the first half of 2018 and reduced revenues by $0.4 million in the third quarter of 2018.

Conference Call on 3Q18 Results

Due to the announced merger with Virtu Financial, Inc., ITG will not host a conference call on third quarter 2018 results.

Additional Information and Where to Find ItThis press release may be deemed to be solicitation material in respect of the proposed Merger between ITG and Virtu ("Merger"). In connection with the Merger, ITG intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A. INVESTORS AND STOCKHOLDERS OF ITG ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ITG'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders will be able to obtain copies of the documents, when filed, free of charge at the SEC's website (http://www.sec.gov). Investors and stockholders may also obtain electronic copies of documents filed by ITG with the SEC by contacting ITG at Investor Relations, Investment Technology Group, Inc., One Liberty Plaza, 165 Broadway, New York, NY 10006, by email at corpcomm@itg.com, or by visiting ITG's website (http://investor.itg.com).

Participants in Solicitation                                                                                                                                                      ITG and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of ITG Common Stock in connection with the proposed Merger. Information about ITG's directors and executive officers is available in ITG's proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 24, 2018. To the extent holdings of such participants in ITG’s securities are not reported, or have changed since the amounts described in the proxy statement for the 2018 Annual Meeting of Stockholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors and stockholders should read the proxy statement carefully when it becomes available before making any investment or voting decisions.

About ITGInvestment Technology Group (NYSE: ITG) is a global financial technology company that helps leading brokers and asset managers improve returns for investors around the world. We empower traders to reduce the end-to-end cost of implementing investments via liquidity, execution, analytics and workflow technology solutions. ITG has offices in Asia Pacific, Europe and North America and offers execution services in more than 50 countries. Please visit www.itg.com for more information. 

Non-GAAP Financial MeasuresTo supplement our financial information presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”), management uses certain “non-GAAP financial measures” as such term is defined in Regulation G promulgated by the SEC. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in, or excluded from, the most directly comparable measure calculated and presented in accordance with GAAP. Management believes the presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations, and therefore a more complete understanding of factors affecting our business than GAAP measures alone. In addition, management believes the presentation of these matters is useful to investors for period-to-period comparison of results as the items may reflect certain unique and/or non-operating items such as acquisitions, divestitures, restructuring charges, write-offs and impairments, charges associated with litigation or regulatory matters together with related expenses or items outside of management’s control.

Adjusted expenses, adjusted pre-tax income (loss), adjusted income tax expense, adjusted net income (loss) and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), together with related per share amounts, are non-GAAP performance measures that we believe are useful to assist investors in gaining an understanding of the trends and operating results for our core business. These measures should be viewed in addition to, and not in lieu of, results reported under GAAP.

Reconciliations of adjusted expenses, adjusted pre-tax income (loss), adjusted income tax expense, adjusted net income (loss) and adjusted EBITDA to expenses, income (loss) before income tax expense, income tax expense, net income (loss) and related per share amounts as determined in accordance with GAAP for the three and nine months ended September 30, 2018, are provided in the accompanying supplemental tables at the end of this release.

Forward Looking StatementsIn addition to historical information, this press release may contain "forward-looking" statements that reflect management’s expectations for the future. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “trend,” “potential” or “continue” and the negative of these terms and other comparable terminology. A variety of important factors could cause results to differ materially from such statements. 

Factors relating to the Merger include, but are not limited to, the completion of the Merger in a timely manner or at all, obtaining required governmental approvals of the Merger on the terms expected or on the anticipated schedule, the Company’s stockholders failing to approve the Merger, the parties to the Merger Agreement failing to satisfy other conditions to the completion of the Merger, or failing to meet expectations regarding the timing and completion of the Merger, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results, and business generally, risks that the proposed Merger disrupts current operations of the Company and potential difficulties in employee retention as a result of the Merger, risks related to diverting management's attention from the Company’s ongoing business operations, the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the Merger, and the amount of the costs, fees, expenses and other charges related to the Merger.

Certain additional factors are noted throughout ITG’s 2017 Annual Report on Form 10-K, and its Form 10-Qs (as amended, if applicable) and include, but are not limited to, general economic, business, credit, political and financial market conditions, both internationally and domestically, 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 and increased regulatory scrutiny, the outcome of contingencies such as legal proceedings or governmental or regulatory investigations and customer or shareholder reaction to, or further proceedings or sanctions based on, such matters, the volatility of our stock price, changes in tax policy or accounting rules, the ability of the Company to utilize its loss and tax credit carryforwards, the actions of both current and potential new competitors, changes in commission pricing, rapid changes in technology, errors or malfunctions in our systems or technology, operational risks related to misconduct or errors by our employees or entities with which we do business, cash flows into or redemptions from equity mutual funds, ability to meet the capital and liquidity requirements of our securities business and the related 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 protect our intellectual property, our ability to execute on strategic initiatives or transactions, our ability to attract and retain talented employees, and our ability to pay dividends or repurchase our common stock in the future.

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. Farley1-212-444-6259corpcomm@itg.com

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

		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2018			2017				2018			2017
		(unaudited)							(unaudited)
Revenues:
Commissions and fees		$	99,233		$	93,475			$	315,253		$	293,919
Recurring			19,412			18,930				59,056			56,813
Other			2,124			2,126				6,421			6,215
Total revenues			120,769			114,531				380,730			356,947
Expenses:
Compensation and employee benefits			45,244			46,755				136,130			139,433
Transaction processing			23,293			23,428				76,342			73,766
Occupancy and equipment			15,926			14,945				45,756			45,247
Telecommunications and data processing services			12,653			12,189				38,244			36,345
Restructuring charges			3,436			—				10,601			—
Other general and administrative			16,969			18,670				63,792			53,684
Interest expense			489			499				1,463			1,529
Total expenses			118,010			116,486				372,328			350,004
Income (loss) before income tax expense			2,759			(1,955	)			8,402			6,943
Income tax expense			2,530			45,012				6,831			43,965
Net income (loss)		$	229		$	(46,967	)		$	1,571		$	(37,022	)
Income (loss) per share:
Basic		$	0.01		$	(1.42	)		$	0.05		$	(1.12	)
Diluted		$	0.01		$	(1.42	)		$	0.05		$	(1.12	)
Basic weighted average number of common shares outstanding			33,002			33,105				32,976			33,060
Diluted weighted average number of common shares outstanding			34,421			33,105				34,202			33,060

INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIESSupplemental Financial Data(In thousands)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2018			2017			2018			2017
		(unaudited)						(unaudited)
Revenues by Geographic Region:
U.S. Operations		$	45,398		$	47,403		$	141,910		$	153,559
Canadian Operations			16,190			15,055			51,967			47,521
European Operations			40,019			36,256			127,760			111,707
Asia Pacific Operations			18,524			15,327			57,561			42,990
Corporate (non-product)			638			490			1,532			1,170
Total Revenues		$	120,769		$	114,531		$	380,730		$	356,947

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2018			2017			2018			2017
		(unaudited)						(unaudited)
Revenues by Product Group:
Execution Services		$	84,899		$	80,141		$	269,214		$	253,225
Workflow Technology			24,407			22,553			78,094			69,005
Analytics			10,825			11,347			31,890			33,547
Corporate (non-product)			638			490			1,532			1,170
Total Revenues		$	120,769		$	114,531		$	380,730		$	356,947

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

		September 30,				December 31,
		2018				2017
		(unaudited)
Assets
Cash and cash equivalents		$	240,152			$	287,452
Cash restricted or segregated under regulations and other			16,990				18,599
Deposits with clearing organizations			80,980				57,388
Securities owned, at fair value			656				1,559
Receivables from brokers, dealers and clearing organizations			257,287				193,907
Receivables from customers			132,940				74,695
Premises and equipment, net			48,865				53,960
Capitalized software, net			42,144				41,259
Goodwill			10,656				11,054
Intangibles, net			13,206				14,040
Income taxes receivable			21				3,917
Deferred tax assets			4,682				4,902
Other assets			43,180				22,124
Total assets		$	891,759			$	784,856
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses		$	218,002			$	166,495
Short-term bank loans			52,272				101,422
Payables to brokers, dealers and clearing organizations			200,804				119,278
Payables to customers			53,010				23,568
Securities sold, not yet purchased, at fair value			987				1
Income taxes payable			4,673				6,003
Deferred tax liabilities			1,800				1,750
Term debt			2,148				3,104
Total liabilities			533,696				421,621
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; 52,748,475 and 52,639,823 shares issued at September 30, 2018 and December 31, 2017, respectively			527				526
Additional paid-in capital			253,325				250,216
Retained earnings			481,550				486,957
Common stock held in treasury, at cost; 19,729,848 and 20,038,809 shares at September 30, 2018 and December 31, 2017, respectively			(349,517	)			(353,067	)
Accumulated other comprehensive loss (net of tax)			(27,822	)			(21,397	)
Total stockholders’ equity			358,063				363,235
Total liabilities and stockholders’ equity		$	891,759			$	784,856

INVESTMENT TECHNOLOGY GROUP, INC.Reconciliation of US GAAP Results to Adjusted Results (unaudited)(In thousands, except per share amounts)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2018				2017				2018				2017
		(unaudited)								(unaudited)
Total expenses		$	118,010			$	116,486			$	372,328			$	350,004
Less:
SEC settlement accrual and related fees (1)			(815	)			—				(13,031	)			—
Restructuring (2)			(3,436	)			—				(10,601	)			—
Lease consolidation (3)			(897	)			—				(897	)			—
Impairment of customer intangible asset (4)			—				(325	)			—				(325	)
Legal costs related to the planned formation of the derivatives venture (4)			—				(750	)			—				(750	)
Adjusted expenses		$	112,862			$	115,411			$	347,799			$	348,929
Income (loss) before income tax expense		$	2,759			$	(1,955	)		$	8,402			$	6,943
Effect of adjustments			5,148				1,075				24,529				1,075
Adjusted pre-tax income (loss)		$	7,907			$	(880	)		$	32,931			$	8,018
Income tax expense		$	2,530			$	45,012			$	6,831			$	43,965
Reduction in tax reserves (5)			—				—				1,862				—
Valuation allowance for historical U.S. deferred tax assets (6)			—				(42,262	)			—				(42,262	)
Adjusted income tax expense		$	2,530			$	2,750			$	8,693			$	1,703
Net income (loss)		$	229			$	(46,967	)		$	1,571			$	(37,022	)
Net effect of adjustments			5,148				43,337				22,667				43,337
Adjusted net income (loss)		$	5,377			$	(3,630	)		$	24,238			$	6,315
Diluted income (loss) per share		$	0.01			$	(1.42	)		$	0.05			$	(1.12	)
Net effect of adjustments			0.15				1.31				0.66				1.30
Adjusted diluted income (loss) per share		$	0.16			$	(0.11	)		$	0.71			$	0.18

                                                 Notes

(1)  In the second quarter of 2018, the Company incurred a charge to establish an accrual of $12.0 million for a potential settlement with the SEC of an investigation into the operational features of U.S. POSIT and access to U.S. POSIT data, together with certain related disclosures, and incurred related legal fees of $0.2 million. Additional legal fees of $0.8 million were incurred in the third quarter of 2018. Due to the non-deductibility of the settlement charge and the full valuation allowance on U.S. deferred tax assets, there is no tax effect on this adjustment. See ITG’s Third Quarter 2018 Form 10-Q filing for additional details.

(2)  During the three and nine months ended September 30, 2018, the Company incurred restructuring charges of $3.4 million and $10.6 million, respectively, related to the elimination of certain positions in the U.S. and the reduction of office space in Los Angeles. Due to the full valuation on U.S. deferred tax assets, there is no tax effect on this adjustment.

(3)  During the three and nine months ended September 30, 2018, the Company incurred a charge of $0.9 million to increase the liability for vacated office space in New York.

(4)  In the third quarter of 2017, the Company deemed the remaining value of a customer intangible asset recorded in ITG Derivatives of $0.3 million fully impaired and incurred legal fees of $0.8 million related to the formation of the Matrix derivatives venture that was completed in the first quarter of 2018.

(5)  During the nine months ended September 30, 2018, the Company resolved a multi-year tax contingency in the U.S. and reduced tax reserves by $1.9 million.

(6)  In the third quarter of 2017, the Company determined that it was appropriate to establish a full valuation allowance on its U.S. deferred tax assets, of which $42.3 million related to periods prior to the third quarter of 2017.

Reconciliation of Adjusted EarningsBefore Interest, Taxes, Depreciation, and Amortization (unaudited)(In thousands)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2018				2017				2018				2017
Net income (loss) (1)(2)		$	229			$	(46,967	)		$	1,571			$	(37,022	)
Impact of adjustments, after-tax			5,148				43,337				22,667				43,337
Adjusted net income (loss)			5,377				(3,630	)			24,238				6,315
Deduct:
Investment income			(629	)			(471	)			(1,504	)			(1,120	)
Add Back:
Interest expense			489				499				1,463				1,529
Income tax expense			2,530				45,012				6,831				43,965
Reduction to tax reserves			—				(42,262	)			1,862				(42,262	)
Depreciation and amortization			10,925				11,250				33,145				33,687
Adjusted earnings before interest, taxes, depreciation, and amortization		$	18,692			$	10,398			$	66,035			$	42,114

                                                 Notes:

(1)  Net income includes pre-tax charges for non-cash stock-based compensation of $6.3 million and $4.9 million for the three months ended September 30, 2018 and 2017, respectively.

(2)  Net income includes pre-tax charges for non-cash stock-based compensation of $20.4 million and $15.7 million for the nine months ended September 30, 2018 and 2017, respectively.