ITG Investment Technology Grp., Inc.

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

February 4, 2016 (February 4, 2016)

Date of Report (Date of earliest event reported)

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

One Liberty Plaza, 165 Broadway
New York, New York 10006
(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 February 4, 2016 Investment Technology Group, Inc. issued a press release announcing financial results for the quarter ended December 31, 2015.  A copy of this press release is attached hereto as Exhibit 99.1.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued by Investment Technology Group, Inc. on February 4, 2016.

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.

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EXHIBIT INDEX

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Exhibit 99.1

ITG Reports Fourth Quarter 2015 Results

Records Gain of $91 million for Energy Research Sale

NEW YORK, February 4, 2016 — ITG (NYSE: ITG), a leading independent broker and financial technology provider, today reported results for the quarter ended December 31, 2015.

Fourth quarter 2015 highlights included:

·                  GAAP net income of $82.3 million, or $2.40 per diluted share compared to GAAP net income of $13.0 million, or $0.36 per diluted share for the fourth quarter of 2014. GAAP net income for the fourth quarter of 2015 includes (i) a gain from the sale of the energy research business of $91.3 million after taxes, or $2.66 per diluted share; and (ii) a tax charge of $6.5 million, or $0.19 per diluted share, to amend the capital structure of ITG’s operations outside North America.

·                  An adjusted net loss of $2.5 million, or $0.07 per share excluding the gain on the sale of the energy research business and the tax charge. There were no non-GAAP adjustments to earnings in the fourth quarter of 2014.

·                  Revenues of $224.2 million, compared to revenues of $149.0 million in the fourth quarter of 2014. Adjusted revenues, excluding the gain on the sale of the energy research business, were $116.5 million.

·                  Expenses of $119.5 million compared to expenses of $131.2 million in the fourth quarter of 2014.

·                  Average daily trading volume in the U.S. of 125 million shares versus 190 million shares in the fourth quarter of 2014. POSIT® average daily U.S. volume was 49 million shares compared to 90 million shares in the fourth quarter of 2014. Total average daily U.S. volume traded through POSIT Alert® was 8 million shares, compared to 16 million in the fourth quarter of 2014.

·                  In Europe, average daily value traded in POSIT was $1.24 billion, compared with $946 million in the fourth quarter of 2014. Total average daily value traded through POSIT Alert in Europe declined 9% in the fourth quarter of 2015 compared with the prior-year period.

·                  The repurchase of 561,000 shares of common stock for a total of $10.3 million under ITG’s authorized share repurchase program. Repurchases since the first quarter of 2010 have totaled $231.0 million for a total of 15.3 million shares, resulting in a decrease in shares outstanding, net of issuances, by more than 24%.

Regional Segment Results

ITG’s North American revenues were $75.8 million in the fourth quarter of 2015 compared to $104.1 million in the fourth quarter of 2014. ITG reported a net loss of $2.0 million in North America in the fourth quarter of 2015, compared to net income of $9.5 million in the fourth quarter of 2014. U.S. revenues were $63.3 million, down from $81.4 million in the fourth quarter of 2014, while Canada revenues were $12.5 million, down from $22.8 million in the fourth quarter of 2014, including the impact of currency translation. The overall revenue capture rate per share in the U.S. was $0.0044, up from $0.0040 in the third quarter of 2015 and unchanged from the fourth quarter of 2014.

ITG’s Europe and Asia Pacific revenues were $40.4 million in the fourth quarter of 2015 compared to $44.6 million in the fourth quarter of 2014, including the impact of currency translation. European revenues were $30.7 million, down from $31.9 million in the fourth quarter of 2014 while Asia Pacific revenues were $9.8 million, down from $12.6 million in the fourth quarter of 2014. ITG’s Europe and Asia Pacific operations reported net income of $2.5 million in the fourth quarter of 2015 compared to $5.7 million in the fourth quarter of 2014.

Corporate activity increased GAAP net income by $81.8 million in the fourth quarter of 2015, including the after-tax impact of the gain on the sale of the energy research business and the tax charge to amend the capital structure outside of North America. Corporate activity reduced net income by $2.3 million in the fourth quarter of 2014. Corporate activity includes investment income and non-operating gains, as well as costs not associated with operating ITG’s regional and product group business lines including, among others, the costs of being a public company, intangible amortization, interest expense, the costs of maintaining a global transfer pricing structure and certain non-operating items. Prior to the first quarter of 2015, the majority of these costs were presented in the U.S. segment.

Full Year Results

For the full year 2015, revenues were $634.8 million and adjusted revenues were $527.1 million. GAAP net income for the full year 2015 was $91.6 million, or $2.63 per diluted share, and adjusted net income was $29.8 million, or $0.86 per diluted share. For the full year 2014, revenues were $559.8 million and net income was $50.9 million, or $1.40 per diluted share. There were no non-GAAP adjustments to earnings in full year 2014.

The discussion of results above includes adjusted net income, adjusted net loss and related per share amounts, in addition to adjusted revenue 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.

“With the fourth quarter behind us and the energy sale closed, ITG is well positioned and well capitalized for a path of growth,” said ITG Chief Executive Officer and President Frank Troise. “After just three weeks back at the firm, I truly believe that ITG’s best days are ahead. We will build on our expertise in brokerage, measurement and financial technology to deliver innovative solutions and world-class service to our clients.”

Conference Call

A conference call to discuss the firm’s results will be held at 11:00 am ET on February 4, 2016. Those wishing to listen to the call should dial 1-877-317-6789 (1-412-317-6789 outside the U.S.) at least 15 minutes prior to the start of the call to ensure connection.  The webcast and accompanying slideshow presentation will be available on ITG’s website at investor.itg.com. For those unable to listen to the live broadcast of the call, a replay will be available for one week by dialing 1-877-344-7529 (1-412-317-0088 outside the U.S.) and entering conference number 10078784. The replay will be available starting approximately one hour after the completion of the conference call.

ABOUT ITG

ITG is an independent broker and financial technology provider 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 2014 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 and financial market conditions, both 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 and increased regulatory scrutiny, customers’ reactions to the settlement in August 2015 with the Securities and Exchange Commission, the outcome of contingencies such as legal proceedings or governmental or regulatory investigations, the volatility of our stock price, changes in tax policy or accounting rules, 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, 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 and our ability to attract and retain talented employees. 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. AND SUBSIDIARIES

Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Supplemental Financial Data (unaudited)

(In thousands)

INVESTMENT TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

(In thousands, except share amounts)

INVESTMENT TECHNOLOGY GROUP, INC.

Non-GAAP Financial Measures

In evaluating ITG’s financial performance, management reviews results from operations, which excludes non-operating items. Adjusted net income, adjusted net loss and related per share amounts, adjusted revenues, adjusted expenses, adjusted pre-tax (loss) income, adjusted income tax (benefit) expense, and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) are non-GAAP performance measures that the Company believes 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.

Notes:

(1)         In December 2015, the Company completed the sale of the subsidiaries conducting its energy research business to Warburg Pincus, a global private equity firm, for $120.5 million. The pre-tax gain of $107.7 million is net of a working capital adjustment on the closing balance sheet, direct costs related to the sale and the carrying value of the net assets disposed.

(2)         In August 2015, the Company reached a final settlement with the Securities and Exchange Commission to pay an aggregate amount of $20.3 million. In the third quarter of 2015, the Company incurred $2.6 million in legal and related costs to finalize the settlement order. In the second quarter of 2015, the Company reserved $20.3 million for the settlement and incurred $2.3 million in legal and other related costs associated with this matter.

(3)         In December 2015, the Company amended the capital structure of its holding company outside North America to provide continued flexibility for the movement of capital. This amendment accelerated the U.S. taxation of amounts earned outside of North America resulting in a tax charge of $6.5 million.

Reconciliation of Adjusted Earnings

Before Interest, Taxes, Depreciation, and Amortization

(In thousands)

Notes:

(1)       Net income includes pre-tax charges for non-cash stock-based compensation of $4.5 million and $4.3 million for the three months ended December 31, 2015 and 2014, respectively.

(2)       Net income includes pre-tax charges for non-cash stock-based compensation of $16.7 million and $15.4 million for the years ended December 31, 2015 and 2014, respectively.

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