FOR IMMEDIATE RELEASE
- ---------------------
Investor Relations: Media Relations:
John Pitt Calvin Mitchell
Instinet Group Incorporated Instinet Group Incorporated
212 310 7264 212 310 7520
john.pitt@instinet.com calvin.mitchell@instinet.com
INSTINET ANNOUNCES SECOND QUARTER 2002 RESULTS
NEW YORK, July 22, 2002 - Instinet Group Incorporated (Nasdaq: INET) today
announced a net loss of $59.9 million, or $0.24 per share, for the second
quarter ended June 30, 2002, compared to a net profit of $40.7 million, or $0.18
per share, for the second quarter of 2001. Excluding net investment results,
restructuring costs and results from discontinued operations and the related tax
effects, the pro forma operating loss in the second quarter was $1.5 million, or
$0.01 per share.
"During the second quarter, Instinet continued to position itself for long-term
growth and profitability," said Mark Nienstedt, Acting President & CEO, and
Chief Financial Officer, Instinet Group Incorporated. "We made significant gains
in Nasdaq trading volume. We met our first-half cost-reduction target, and our
product development and deployment remained on schedule. In addition, we agreed
to acquire Island ECN, a significant transaction which is expected to deliver
expanded liquidity and significant cost synergies for the long-term benefit of
our customers and shareholders."
Business Summary
o Customers executed 19.2 billion U.S. equity shares through Instinet in
the second quarter of 2002 compared with 15.2 billion shares executed
in the previous quarter, and 21.4 billion executed in the second
quarter of 2001. U.S. equity shares executed during the second quarter
of 2002 consisted of 16.1 billion Nasdaq-listed shares and 3.1 billion
exchange-listed shares.
o Instinet's share of Nasdaq-listed volume was 13.9% in the second
quarter compared to 11.0% in the previous quarter and 15.3% in the
second quarter of 2001. Our share of total U.S. equity volume was 8.6%
in the second quarter versus 7.2% previously and 10.2% in the year-ago
quarter. Instinet's share of total U.S. equity volume grew each month
during the second quarter, reaching 9.1% in June.
o The company met or exceeded its quarterly goals in developing and
deploying new front-end trading applications, trading functionality
and connectivity upgrades.
o Instinet's fixed income service ceased operations on May 3, resulting
in a net decrease in our annual fixed costs of $39 million compared
with the previous quarter, and $43 million compared to the second
quarter of 2001.
o The company's annualized fixed-cost base relating to continuing
operations was $651 million in the second quarter, down $54 million
from the previous quarter and $228 million from the year-ago quarter,
primarily due to a 31% decline in headcount to 1,559 at quarter-end
versus 2,244 (including 132 fixed income personnel) a year ago. (The
fixed-cost base excludes non-recurring expenses -- restructuring
charges and the cumulative effect of accounting changes -- and
variable costs, including soft dollar and commission recapture,
brokerage, clearing and exchange fees, and broker-dealer rebates.)
Financial Performance
Revenues
- --------
Total revenues from continuing operations for the second quarter were $268.7
million, down 32% from the second quarter of 2001, and substantially unchanged
from the previous quarter.
Transaction fees for the second quarter were $269.9 million, down 29% from
$378.9 million in the comparable period in 2001. Net of soft dollar and
commission recapture expenses, and broker-dealer rebates, second quarter
transaction fees declined 13% from the first quarter of 2002 and 44% from the
second quarter of 2001.
Net revenue from U.S. equity transactions decreased 16% from the prior quarter
with a 27% increase in shares traded on Instinet being offset by a 35% decrease
in average pricing. The decline in average pricing resulted from lower rates for
U.S. broker-dealer customers following the significant price reduction Instinet
initiated for this group in March 2002. Its effects were reflected in full for
the first time in the second quarter, when the average U.S. broker-dealer price
fell 52% to 14 cents per 100 shares from 29 cents per 100 shares in the first
quarter of 2002.
Instinet's business mix continued to change, with U.S. broker-dealer net
transaction revenues from U.S. equities representing approximately 21% of total
net transaction revenues in the second quarter compared to 28% in the first
quarter of 2002, and 44% in the year-ago quarter. This shift was largely due to
the broker-dealer rate-card changes Instinet implemented in the first quarter.
Buy-side institutions trading U.S. equities made up approximately 52% of total
net transaction revenues in the second quarter versus 49% in the previous
quarter and 40% in the comparable period in 2001.
Net revenue from non-U.S. equities increased 2% from the previous quarter, and
made up 22% of the total, compared to 19% in the prior quarter and 15% a year
earlier.
Interest income for the second quarter was $12.0 million, up 34% from the
previous quarter and 7% from the comparable period in 2001. During the quarter,
Instinet recorded a net investment loss of $13.2 million, resulting from a
write-down in the carrying value of some of the company's non-public investments
and a decline in the quoted value of some of the company's investments in
certain non-U.S. stock exchanges.
Expenses
- --------
Instinet's total expenses from continuing operations for the second quarter were
$326.1 million. Excluding restructuring charges, expenses were down
approximately 5% from the previous quarter, and 9% year-over-year. Further
excluding soft dollar and commission recapture expenses, and broker-dealer
rebates (costs directly related to transactions), expenses were down 8% from the
previous quarter and 23% from the year-ago quarter.
The following cost lines decreased from the prior quarter:
o Compensation and benefits expense was $71.0 million, down 18% from the
previous quarter, and 37% from the previous year, reflecting lower
staff levels and lower levels of discretionary incentive compensation.
o Communications and equipment expense was $29.2 million, down 12% from
the previous quarter and 31% from the year-ago quarter, due to
successful efforts to gain network and systems efficiencies.
o Brokerage, clearing and exchange fees were $33.8 million, down 8% from
the prior quarter and 7% from the first quarter of 2001, reflecting
the decrease in net transaction fees.
o Depreciation and amortization was $17.9 million, down 6% from the
previous quarter and 9% from the previous year, due to lower levels of
capital spending.
The following cost lines showed increases over the prior quarter:
o Soft dollar and commission recapture expenses rose 15% from the
previous quarter and 14% from the previous year to $61.7 million,
reflecting strong sales activity by Instinet subsidiary Lynch, Jones &
Ryan, and strength in the soft dollar business generally.
o Professional fees increased 32% to $6.6 million from unusually low
levels in the prior quarter, reflecting the impact of legal and other
advisory costs. However, professional fees were 26% below their level
in the second quarter of 2001.
o Marketing and business development costs grew by $4.1 million to $7.5
million from the previous quarter, due to the effect of certain
one-time costs. However, marketing and business development costs were
12% below their year-ago level.
o Broker-dealer rebates increased to $25.5 million from $3.3 million in
the previous quarter, reflecting the first full-quarter impact of the
revised broker-dealer pricing plan implemented in March 2002.
o Other costs increased 8% from the previous quarter, and 24% from the
year-ago quarter, to $16.9 million.
Overall, Instinet met its first-half cost-reduction target. As previously
announced, the cost-reduction program was intended to reduce fixed operating
costs by reducing staff levels and related occupancy costs, improving system and
network efficiencies, and restructuring non-core businesses.
"We reached our cost-saving goals primarily through headcount reduction,"
Nienstedt said. "By the end of the quarter, our staff had fallen by 31%, or 685
people, from the year before. Most of that reduction occurred in the first half
of 2002. The decrease included 132 staff members in our fixed income business,
which ceased operations in May. We expect to see additional decreases in our
cost base in the second half of 2002 as the full impact of our cost-reduction
program is reflected."
In the second quarter, Instinet incurred a pre-tax restructuring charge of $42.4
million in connection with its cost-reduction program.
Business Review
Instinet's average daily share volume in Nasdaq-listed stocks rose 26% in the
second quarter from the previous quarter, while overall market volume in
Nasdaq-listed stocks was essentially flat, leading to an increase in Instinet's
share of Nasdaq volume to 13.9% from 11.0%. Instinet's U.S. broker-dealer
customer group accounted for a significant portion of these gains.
"The business environment remains extremely challenging," said Jean-Marc
Bouhelier, Chief Operating Officer, Instinet Group Incorporated, "but we are
seeing early signs of improvement. We continue to implement our core strategy of
aligning with our customer groups, delivering new product, and reducing our cost
base. The implementation of our strategy remains on schedule, and we believe it
will continue to improve the profitability of our operations."
Other important operating achievements during the quarter included:
o Instinet Trading Portal, the new core trading application,
successfully moved from beta testing into production. By the end of
the quarter, Portal was deployed at over 175 client sites, many with
multiple site licenses. Instinet expects to have more than 300 clients
using Portal by year-end, more than double its original target.
o NewportTM (patent-pending), Instinet's patent-pending global
program-trading solution, was being used by 10 major clients in the
U.S. and Europe by the end of the quarter, primarily multinational
banks and global index fund managers. Newport's development team is
targeting an additional 40-50 client-site installations by year-end.
In addition, Newport is used actively on Instinet's own
program-trading desk to trade portfolios on behalf of clients.
o Instinet continued its program to convert its FIX clients to its new
Direct-FIX technology. This upgrade combines faster connectivity with
richer trading functionality than its predecessor, and is more
cost-effective to Instinet. During the second quarter, the company
exceeded its conversion goals for clients and third-party vendors. It
has now converted more than two-thirds of its FIX client base, and
expects to have completed the entire conversion process by the end of
the year, ahead of its original schedule.
o The company continued to innovate its trading functionality to enhance
the trader's ability to execute large share blocks cost-efficiently.
Instinet's newest initiative in this area is 'targeted orders'.
Scheduled for deployment in the third quarter of 2002, this
functionality is designed to help traders with a block order identify
potential counterparties for the order, and negotiate directly with
them, without diminishing their ability to expose the order
anonymously to the market as a whole.
Island ECN
As previously announced on June 10, Instinet entered into a definitive agreement
to acquire Island ECN. This transaction is expected to deliver significant
synergies from expanded liquidity and from cost-savings in clearing, technology,
facilities and administration. Subject to successful completion of the
transaction, the company expects to pay a one-time special cash dividend of
$1.00 per share to Instinet stockholders of record as of a date prior to
closing. Upon closing, Island's stockholders will own approximately 25% of
Instinet common stock on a fully diluted basis. The transaction, which is
subject to customary closing conditions, including regulatory approvals, is
expected to close in the second half of 2002.
Outlook
Commenting on Instinet's outlook, Nienstedt said: "We have made substantial
changes to our product and service offerings during the first six months of this
year. We have focused our efforts along customer lines and significantly cut our
cost base. We have negotiated a strategic acquisition to bring further benefits
to our customers. We have significantly improved our competitive position
compared with both existing and anticipated alternatives. I believe we are now
positioned for profitable operations at current business levels."
Webcast
Instinet will webcast a conference call to discuss its second quarter results at
5:00 p.m. New York time today at http://www.investor.instinet.com. A transcript
of the call will be available at the same address following the call.
About Instinet
Instinet, through affiliates, is the largest global electronic agency securities
broker and has been providing investors with electronic trading solutions for
more than 30 years. Our services enable buyers and sellers worldwide to trade
securities directly and anonymously with each other, have the opportunity to
gain price improvement for their trades and lower their overall trading costs.
Through our electronic platforms, our customers also can access over 40
securities markets throughout the world, including Nasdaq, the NYSE and stock
exchanges in Frankfurt, Hong Kong, London, Paris, Sydney, Tokyo, Toronto and
Zurich. We also provide our customers with access to research generated by us
and by third parties, as well as various informational and decision-making
tools. Unlike most traditional broker-dealers, we act solely as an agent for our
customers and do not trade securities for our own account or maintain
inventories of securities for sale.
# # #
This press release is for information purposes only and is not intended as an
offer or solicitation with respect to the purchase or sale of any security.
(C) 2002 Instinet Corporation and its affiliated companies. All rights reserved.
Lynch, Jones & Ryan, Inc. is a wholly owned subsidiary of Instinet Corporation,
both members NASD/SIPC. INSTINET, the INSTINET Mark, the Instinet Trading Portal
and Newport are service marks in the United States and in other countries
throughout the world. Approved for distribution in the UK by Instinet Europe
Limited, which is regulated by the FSA and a member of the LSE. Instinet Europe
Limited and Instinet Corporation (member NASD/SIPC) are subsidiaries of Instinet
Group Incorporated.
It is expected that Instinet will file a registration statement and other
relevant documents concerning the proposed acquisition of Island ECN (the
"Transaction") with the U.S. Securities and Exchange Commission and will mail an
information statement to shareholders of Instinet and a prospectus to
shareholders of Island. ISLAND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND
THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION. Investors
will be able to obtain these documents free of charge at the Commission's
website (www.sec.gov) or from Instinet by directing such requests to: Instinet
Group Incorporated, 3 Times Square, New York, New York 10036, Attention:
Investor Relations (tel.: (212) 310-4595).
This news release includes certain statements that are neither reported
financial results nor other historical information. These statements are
forward-looking statements within the meaning of the safe-harbor provisions of
the U.S. federal securities laws. Because these forward-looking statements are
subject to risks and uncertainties, actual future results may differ materially
from those expressed or implied by the statements. In particular, statements
regarding the consummation of the Transaction are subject to risks that the
closing conditions to the Transaction will not be satisfied, including the risk
that regulatory approvals will not be obtained, or that tax-free treatment for
US purposes for the Instinet shares to be received by the shareholders of Island
cannot be achieved. In addition, statements regarding the expected benefits of
the Transaction are subject to the risk that expected synergies will not be
achieved, risks related to the integration of the companies' operations, and to
the general risks associated with the companies' businesses, including those
described in Instinet's filings with the SEC, including Instinet's Annual Report
on Form 10-K for the fiscal year ended December 31, 2001, under the heading
`Certain Factors that May Affect Our Business', and other documents filed with
the SEC and available on Instinet's website at www.instinet.com. Certain
information regarding Nasdaq trading volumes is also included in Instinet's Form
10-K and on Instinet's website. The registration statement, when it becomes
available, will contain additional information regarding Island and the risks
associated with its businesses. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this document. Instinet does not undertake any obligation to publicly release
any revisions to these forward-looking statements to reflect events or
circumstances after the date of these materials.
Instinet Group Incorporated
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(unaudited)
Three months ended Pct Chg
--------------------
Jun 30, Jun 30, inc/(decr)
2002 2001
---------- ----------
REVENUES
Transaction fees $269,933 378,891 (28.8) %
Interest 11,958 11,199 6.8
Investments (13,181) 3,689 n.m.
---------- ----------
Total revenues 268,710 393,779 (31.8)
EXPENSES
Compensation and benefits 70,989 112,735 (37.0)
Communications and equipment 29,187 42,560 (31.4)
Soft dollar and com mission recapture 61,738 54,228 13.8
Brokerage, clearing and exchange fees 33,767 36,185 (6.7)
Depreciation and amortization 17,930 19,669 (8.8)
Professional fees 6,646 9,012 (26.3)
Occupancy 13,595 13,796 (1.5)
Marketing and business development 7,480 8,477 (11.8)
Broker-dealer rebates 25,503 - -
Other 16,852 13,545 24.4
Restructuring 42,410 - -
---------- ----------
Total expenses 326,097 310,207 5.1
---------- ----------
lncome/(Ioss) from continuing operations before income taxes
and discontinued operations (57,387) 83,572
Income tax provision/(benefit) (14,117) 36,198
---------- ----------
lncome/(loss) from continuing operations (43,270) 47,374
Discontinued operations:
Loss from operations of fixed income business (23,581) (10,841)
Income tax benefit 6,946 4,197
---------- ----------
Net income/(Ioss) $ (59,905) 40,730
========== ==========
Earnings/(loss) per share- basic and diluted:
lncome/(loss) from continuing operations $ (0.17) $ 0.21
Discontinued operations:
Loss from operations of fixed income business (0.10) (0.05)
Income tax benefit 0.03 0.02
---------- ----------
Net income/(loss) $ (0.24) $ 0.18
========== ==========
Weighted average shares outstanding - basic 248,739 222,675 11.7
Weighted average shares outstanding - diluted 248,771 223,122 11.5
Instinet Group Incorporated
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(unaudited)
Six months ended Pct Chg
--------------------------
Jun 30, 2002 Jun 30, 2001 inc/(decr)
------------ ------------
REVENUES
Transaction fees $ 535,814 $ 793,387 (32.5)%
Interest 20,892 23,480 (11.0)
Investments (18,895) 5,901 n.m.
Total revenues 537,811 822,768 (34.6)
EXPENSES
Compensation and benefits 157,207 237,532 (33.8)
Communications and equipment 62,496 86,191 (27.5)
Soft dollar and commission recapture 115,329 110,281 4.6
Brokerage, clearing and exchange fees 70,448 72,575 (2.9)
Depreciation and amortization 37,053 38,279 (3.2)
Professional fees 11,664 24,025 (51.5)
Occupancy 27,147 23,907 13.6
Marketing and business development 10,887 18,561 (41.3)
Broker Dealer Rebates 28,794 - -
Other 32,526 26,480 22.8
Restructuring 57,440 -
------------ ------------
Total expenses 610,991 637,831 (4.2)
------------ ------------
Income/(loss) from continuing operations before income taxes, discontinued
operations and the cumulative effect of change in accounting principle (73,180) 184,937
Income tax provision/(benefit) (19,820) 79,863
------------ ------------
Income/(loss) from continuing operations before discontinued operations
and the cumulative effect of change in accounting principle (53,360) 105,074
Discontinued operations:
Loss from operations of fixed income business (33,356) (22,727)
income tax benefit 10,770 8,491
------------ ------------
Income /(loss) before cumulative effect of change in accounting principle (75,946) 90,838
Cumulative effect of change in accounting principle, net of tax (18,642) -
------------ ------------
Net income/(loss) $ (94,588) $ 90,838
============ ============
Earnings/(loss) per share - basic and diluted:
Income/(loss) from continuing operations before income taxes,
discontinued
operations and the cumulative effect of change in accounting $ (0.22) $ 0.49
principle
Discontinued operations:
Loss from operations of fixed income business (0.13) (0.11)
Income tax benefit 0.04 0.04
------------ ------------
Income/(loss) before cumulative effect of change in accounting (0.31) 0.42
principle
Cumulative effect of change in accounting principle, net of tax (0.07) -
------------ ------------
Net income/(loss) $ (0.38) $ 0.42
============ ============
Weighted average shares outstanding - basic 248,735 214,831 15.8
Weighted average shares outstanding - diluted 248,813 215,060 15 7
Instinet Group Incorporated
KEY STATISTICAL INFORMATION
The following table presents key transaction volume information, as well as
certain other operating information.
Pct Chg--inc/(decr)
--------------------
Three months ended June 30 2002 versus:
------------------------------
Jun 30 Mar 31 Jun 30 Mar 31 Jun 30
2002 2002 2001 2002 2001
-------- ------- -------- --------- ---------
Net transaction fees from US equities (thousands)(1) $140,212 $166,773 $273,268 (15.9) (48.7)%
Net transaction fees from non-US equities (thousands)(1) $39,942 $39,217 $48,811 1.8 (18.2)
-------- ------- --------
Total net equity transaction fees (thousands)(1) $180,154 $205,990 $322,079 (12.5) (44.1)
-------- ------- --------
Total U.S. market share volume (millions)(2)(3) 224,527 212,113 208,858 5.9 7.5
Our total U.S. market share volume (millions)(2) 19,221 15,160 21,389 26.8 (10.1)
Our percentage of total U.S. market share volume(2)(3) 8.6% 7.2% 10.2%
-------- ------- --------
Total U.S. Nasdaq-listed share volume (millions)(3) 116,114 109,243 122,928 6.3 (5.5)
Instinet's U.S. Nasdaq-listed share volume (millions) 16,149 12,043 18,776 34.1 (14.0)
Instinet's percentage of total U.S. Nasdaq-listed share
volume(3) 13.9% 11.0% 15.3%
-------- ------- --------
Total U.S. exchange-listed share volume (millions) 108,413 102,870 85,931 5.4 26.2
Instinet's U.S. exchange-listed share volume (millions) 3,072 3,117 2,613 (1.4) 17.6
Instinet's percentage of total U.S. exchange-listed
share volume 2.8% 3.0% 3.0%
-------- ------- --------
Our U.S. equity transaction volume (thousands) 27,000 18,953 27,208 42.5 (0.8)
Our international equity transaction volume (thousands) 1,955 1,957 1,622 (0.1) 20.5
-------- ------- --------
Our total equity transaction volume (thousands) 28,955 20,910 28,830 38.5 0.4
-------- ------- --------
Our average U.S. equity transaction size (shares per
transaction) 712 800 786 (11.0) (9.4)
Our average equity transactions per day (thousands) 422 349 457 20.9 (7.8)
-------- ------- --------
Full time employees at period end 1,559 1,937 2,244 (19.5) (30.5)
-------- ------- --------
1. Net equity transaction fees exclude revenues direct ly related to "Soft
Dollar and Commission Recapture" and "Broker-dealer Rebates", and thus do not
represent U.S. GAAP.
2. U.S. shares consist of shares of U.S. exchange-list ed and Nasdaq-quoted
stocks. For a description of how we calculate our Nasdaq volumes, see
"Management's Discussion and An alysis of Financial Condition and Results of
Operations-- Key Statistical Information-- Nasdaq Volume Calculations" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
3. Prior amounts may be restated due to updates in volumes from Nasdaq.