Attached files

file filename
8-K - 8-K - GLEACHER & COMPANY, INC.a11-23372_18k.htm

Exhibit 99.1

 

GRAPHIC

 

GLEACHER & COMPANY ANNOUNCES SECOND QUARTER RESULTS WITH NET REVENUES OF $61.3 MILLION

 

NEW YORK, N.Y., August 2, 2011 — Gleacher & Company, Inc. (Nasdaq: GLCH) reported today financial results for the quarter ended June 30, 2011.   The Company will hold a conference call today, August 2, 2011, at 10:00 A.M. (EDT) (See Conference Call Information below) to discuss these results.

 

Results for the three and six months ended June 30, 2011 and June 30, 2010

(In thousands)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

Net Revenues (including net interest income):

 

2011

 

2010

 

2011

 

2010

 

Net revenues

 

$

61,308

 

$

54,533

 

$

155,967

 

$

133,836

 

Loss before income taxes (GAAP)

 

(12,328

)

(7,037

)

(63

)

(9,091

)

Add back / (Deduct):

 

 

 

 

 

 

 

 

 

Impairment of goodwill and intangible assets(1)

 

14,311

 

 

14,311

 

 

Gain on bargain purchase — ClearPoint Funding, Inc. acquisition (2)

 

 

 

(2,330

)

 

Compensation expense (3)

 

1,685

 

 

1,685

 

13,306

 

Lease termination expense (4)

 

 

3,190

 

 

3,190

 

Adjusted income / (loss) before income taxes (Non-GAAP)

 

$

3,668

 

$

(3,847

)

$

13,603

 

$

7,405

 

 


(1)          Represents the impairment of goodwill and intangible assets related to the Equities division.

(2)          Represents a gain upon the acquisition of ClearPoint Funding, Inc. that closed on January 3, 2011.

(3)          Represents compensation expense recorded in the second quarter of 2011 associated with the resignation of the former interim Chief Executive Officer (“CEO”) and compensation expense recorded in the first quarter of 2010 associated with the departures of the former CEO and the former Chief Financial Officer (“CFO”) of which $12.7 million was a non-cash expense.

(4)          Represents a charge for the termination of a lease as part of the consolidation of our New York City offices recorded during the second quarter of 2010.

 

Results of the second quarter include:

 

·                  Net revenues of $61.3 million for the second quarter of 2011, compared to $54.5 million for the second quarter of 2010.

 

·                  Second quarter loss before income taxes of $12.3 million and loss per share of $0.09, which includes a $14.3 million charge for the write-off of goodwill and intangible assets related to the 2008 purchase of American Technology Research Holdings, Inc.

 

1



 

(“AmTech”) acquired as part of the reorganization of our Equities division as well as $1.7 million of compensation expense related to the resignation of the interim CEO (GAAP).  Excluding these items, the Company would have reported income before income taxes of $3.7 million and fully diluted earnings per share of $0.02 (non-GAAP).

 

·                  Repurchased 2.2 million shares of Gleacher common stock under the Company’s previously announced share repurchase program.

 

·                  Thomas J. Hughes assumed the office of Chief Executive Officer of the Company and was elected to the Board of Directors.

 

In addition, on July 18, 2011, John Griff assumed the office of Chief Operating Officer of the Company.

 

Mr. Hughes, reflecting on his first three months as CEO, said, “I believe in the considerable potential that exists for Gleacher & Company, and I believe we can position the Company to generate consistent profitability.  Our management team has built outstanding capabilities, and we are committed to maximizing the value of those resources. Working with our senior managers and a consultant well versed in our industry, we have begun a strategic review of all of our businesses.  We will position the Company to take better advantage of the opportunities available to us, and to produce greater returns for all our stakeholders.”

 

Eric J. Gleacher, Chairman, said, “I have been impressed with Tom’s expertise, vision, and leadership skills, and I know he is the right person to lead our Company.  He will make the changes necessary to drive our Company to growth and profitability.  He has my full support in this endeavor.”

 

2



 

Overview of Financial Results for the Three Months Ended June 30, 2011 and June 30, 2010

Unaudited Consolidated Statements of Operations

 (In thousands, except per share amounts)

 

 

 

Three Months Ended
June 30,

 

 

 

2011

 

2010

 

Revenues:

 

 

 

 

 

Principal transactions

 

$

32,560

 

$

33,035

 

Commissions

 

4,109

 

5,139

 

Investment banking

 

10,042

 

6,827

 

Investment gains / (losses), net

 

368

 

(1,662

)

Interest

 

14,885

 

12,379

 

Fees and other

 

2,401

 

1,575

 

Total revenues

 

64,365

 

57,293

 

Interest expense

 

3,057

 

2,760

 

Net revenues

 

61,308

 

54,533

 

Expenses (excluding interest):

 

 

 

 

 

Compensation and benefits*

 

40,298

 

44,875

 

Impairment of goodwill and intangible assets

 

14,311

 

 

Clearing, settlement and brokerage

 

5,871

 

1,684

 

Communications and data processing

 

3,903

 

3,533

 

Occupancy, depreciation and amortization

 

2,478

 

5,671

 

Selling

 

2,281

 

1,273

 

Other

 

4,494

 

4,534

 

Total expenses (excluding interest)

 

73,636

 

61,570

 

Loss before income taxes

 

(12,328

)

(7,037

)

Income tax benefit

 

(1,322

)

(1,800

)

Net loss

 

$

(11,006

)

$

(5,237

)

 

 

 

 

 

 

Per share data:

 

 

 

 

 

Basic loss

 

$

(0.09

)

$

(0.04

)

Dilutive loss

 

(0.09

)

(0.04

)

Weighted average shares of common stock:

 

 

 

 

 

Basic

 

124,061

 

121,228

 

Diluted

 

124,061

 

121,228

 

 


*Compensation and benefits detail:

 

 

 

 

 

Salary, bonus and benefits

 

$

34,419

 

$

37,433

 

Earnout associated with BNY transaction

 

1,702

 

2,466

 

Employee stock-based compensation

 

4,177

 

4,976

 

Total

 

$

40,298

 

$

44,875

 

 

3



 

Discussion of operating results for the three months ended June 30, 2011 compared to the three months ended June 30, 2010

 

Net revenues for the second quarter of 2011 were $61.3 million, an increase of $6.8 million, or 12 percent, from $54.5 million in the second quarter of 2010.  Pre-tax loss in the second quarter was $12.3 million compared to a pre-tax loss of $7.0 million in the prior year quarter.  The 2011 second quarter pre-tax loss includes a $14.3 million expense related to the write-off of goodwill and intangibles related to our Equities division as well as $1.7 million in compensation expense associated with the resignation of the former interim CEO.  The 2010 second quarter pre-tax loss includes $3.2 million of occupancy expense related to the termination of a lease as part of the consolidation of our office space in New York City.

 

Revenues from principal transactions and commissions were $36.7 million in the second quarter of 2011, a decrease of $1.5 million, or 4 percent, compared to the second quarter of 2010, primarily due to decreased revenues of $4.4 million in corporate bonds and $2.5 million in mortgage and asset backed securities, which were offset by $6.0 million in revenues related to ClearPoint, a residential non-depository mortgage bank, which we acquired in January 2011Investment banking revenues increased $3.2 million compared to the second quarter of 2010 to $10.0 million, due to an increase in advisory activity.  The change in value of our investment in the FATV fund led to an investment gain of $0.4 million in the second quarter of 2011 compared to an investment loss of $1.7 million in the second quarter of 2010.  Net interest income increased by $2.2 million over the second quarter of 2010 to $11.8 million in the second quarter of 2011, due to higher average inventory levels which were partially offset by lower coupon interest received.  In addition, the second quarter of 2010 includes interest expense of $2.0 million related to our mandatorily redeemable preferred stock, which was redeemed on September 28, 2010.  Fees and other revenues of $2.4 million increased $0.8 million primarily due to fees earned in connection with the mortgage lending activities of ClearPoint.

 

Non-interest expenses for the second quarter of 2011 of $73.6 million increased $12.1 million, or 20 percent, compared to $61.6 million in the second quarter of 2010.  In the second quarter of 2011, compensation and benefits expense was $40.3 million, a decrease of $4.6 million, or 10 percent, over the prior year quarter due to a change in the composition of our revenues and lower variable compensation expense, which was partially offset by compensation expense of $1.7 million recorded due to the resignation of the former interim CEO, as well as compensation expense related to ClearPoint.  The second quarter includes a $14.3 million charge for the impairment of goodwill and intangible assets related to our Equities division as a result of the impact of the current market environment on the net revenues of the division coupled with the higher operating costs associated with the build out of our Equities platform, which was announced in the third quarter of 2010.  Clearing, settlement and brokerage costs were $5.9 million, an increase of $4.2 million, or 249 percent, compared to the prior year quarter due to costs associated with mortgage lending activities of ClearPoint and the build out of our Equities platform.  Communications and data processing expense of $3.9 million increased by $0.4 million compared to the second quarter of 2010 due to enhancements to our communications systems and increased market data services expense.  Occupancy, depreciation and amortization expense of $2.5 million decreased $3.2 million, or 56 percent, compared to the second quarter of 2010 due to the previously mentioned $3.2 million charge associated with the termination of a

 

4



 

lease.  Cost savings realized due to the consolidation of our offices were offset by occupancy expense related to ClearPoint.  Selling expense increased $1.0 million primarily due to expense in our ClearPoint division.  Other expenses remained unchanged at $4.5 million as a decrease in professional fees was offset by expenses associated with ClearPoint.

 

5



 

Overview of Financial Results for the Six Months Ended June 30, 2011 and June 30, 2010

Unaudited Consolidated Statements of Operations

(In thousands, except per share amounts)

 

 

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

Revenues:

 

 

 

 

 

Principal transactions

 

$

95,970

 

$

79,341

 

Commissions

 

9,097

 

9,304

 

Investment banking

 

20,364

 

21,925

 

Investment gains / (losses), net

 

(318

)

(1,512

)

Interest

 

29,958

 

28,540

 

Gain from bargain purchase — ClearPoint Funding, Inc. acquisition

 

2,330

 

 

Fees and other

 

4,215

 

2,485

 

Total revenues

 

161,616

 

140,083

 

Interest expense

 

5,649

 

6,247

 

Net revenues

 

155,967

 

133,836

 

Expenses (excluding interest):

 

 

 

 

 

Compensation and benefits*

 

104,871

 

113,076

 

Impairment of goodwill and intangible assets

 

14,311

 

 

Clearing, settlement and brokerage

 

11,266

 

3,164

 

Communications and data processing

 

7,916

 

6,635

 

Occupancy, depreciation and amortization

 

4,693

 

7,917

 

Selling

 

3,963

 

2,468

 

Other

 

9,010

 

9,667

 

Total expenses (excluding interest)

 

156,030

 

142,927

 

Loss before income taxes

 

(63

)

(9,091

)

Income tax expense / (benefit)

 

3,739

 

(3,643

)

Net loss

 

$

(3,802

)

$

(5,448

)

 

 

 

 

 

 

Per share data:

 

 

 

 

 

Basic loss

 

$

(0.03

)

$

(0.05

)

Dilutive loss

 

(0.03

)

(0.05

)

Weighted average shares of common stock:

 

 

 

 

 

Basic

 

123,825

 

120,546

 

Diluted

 

123,825

 

120,546

 

 


*Compensation and benefits detail:

 

 

 

 

 

Salary, bonus and benefits

 

$

91,539

 

$

83,941

 

Earnout associated with BNY transaction

 

4,009

 

5,590

 

Employee stock-based compensation

 

9,323

 

23,545

 

Total

 

$

104,871

 

$

113,076

 

 

6



 

Discussion of operating results for the first six months ended June 30, 2011 compared to the six months ended June 30, 2010

 

Net revenues for the first six months of 2011 were $156.0 million, an increase of $22.1 million, or 17 percent, from $133.8 million in the first six months of 2010.  Pre-tax loss in the first six months of 2011 was $0.1 million compared to a pre-tax loss of $9.1 million in the first six months of 2010.  The first six months of 2011 includes $14.3 million related to the impairment of goodwill and intangible assets associated with our Equities division and compensation expense of $1.7 million related to the resignation of our former interim CEO, partially offset by $2.3 million related to the bargain purchase gain recorded in association with our purchase of ClearPoint on January 3, 2011.  The first six months of 2010 includes compensation expense of $13.3 million related to the departures of the former CEO and the former CFO and $3.2 million in occupancy expense related to the termination of a lease as part of the consolidation of our office space in New York City.

 

Revenues from principal transactions and commissions were $105.1 million in the first six months of 2011, an increase of $16.4 million, or 19 percent, compared to the first six months of 2010, primarily due to increased revenues of $13.4 million in mortgage and asset backed securities and the addition of $11.5 million from ClearPoint, which were partially offset by a decrease of $8.6 million in corporate bondsInvestment banking revenues decreased $1.6 million compared to the first six months of 2010 due to a decrease in capital markets activity.  The change in the value of our investment in the FATV fund resulted in investment losses of $0.3 million in 2011 compared to investment losses of $1.5 million in the first six months of 2010.  Net interest income increased by $2.0 million over the first six months of 2011 to $24.3 million from $22.3 million for the first six months of 2010, due to higher average inventory levels which were partially offset by lower coupon interest received.  In addition, the six months ended June 30, 2010 included interest expense related to our mandatorily redeemable preferred stock which was redeemed on September 28, 2010.  Fees and other revenues of $4.2 million increased by $1.7 million compared to the first six months of 2010, primarily due to fees earned on mortgage lending revenues generated by ClearPoint.

 

Non-interest expenses for the first six months of 2011 of $156.0 million increased $13.1 million, or 9 percent, compared to $142.9 million in the first six months of 2010.  In the first six months of 2011, compensation and benefits expense was $104.9 million, a decrease of $8.2 million, or 7 percent, over the first six months of 2010.  Compensation expense during the first six months of 2011 includes $1.7 million due to the resignation of the former interim CEO while the first six months of 2010 includes a $13.3 million expense associated with the departures of the former CEO and the former CFO.  Compensation and benefits expense also decreased due to lower variable compensation expense.  The first six months of 2011 includes the previously discussed $14.3 million charge for the impairment of goodwill and intangible assets related to our Equities division.  Clearing, settlement and brokerage costs were $11.3 million, an increase of $8.1 million, or 256 percent, compared to the first six months in 2010 primarily due to fees payable to brokers related to the mortgage lending activities of ClearPoint.  Communications and data processing expense of $7.9 million increased by $1.3 million compared to the first six months of 2010 due to enhancements to our communication systems and increased market data services expense.  Occupancy, depreciation and amortization expense of $4.7 million decreased $3.2

 

7



 

million compared to the first six months of 2010 primarily due to $3.2 million of expense recorded during the six months ended June 30, 2010 related to the termination of a lease as part of the consolidation of our office space in New York City.  Cost savings realized in 2011 due to the consolidation of our offices in New York City were offset by occupancy expense associated with ClearPoint.  Selling expense for the six months ended June 30, 2011 increased $1.5 million primarily due to the expenses related to ClearPoint.  Other expenses of $9.0 million, decreased $0.7 million compared to $9.7 million in the first six months of 2010 primarily due to a decrease in professional service fees, which was partially offset by expenses related to ClearPoint.

 

8



 

Unaudited Consolidated Statements of Financial Condition

(In thousands, except per share amounts)

 

 

 

June 30,

 

December 31,

 

As of

 

2011

 

2010

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

46,436

 

$

40,009

 

Cash and securities segregated for regulatory purposes

 

4,000

 

100

 

Securities purchased under agreements to resell

 

303,000

 

86,484

 

Receivables from:

 

 

 

 

 

Brokers, dealers and clearing organizations

 

21,787

 

25,721

 

Related parties

 

1,307

 

2,245

 

Others

 

18,460

 

18,283

 

Financial instruments owned, at fair value

 

1,241,745

 

1,281,243

 

Investments

 

16,098

 

18,084

 

Office equipment and leasehold improvements, net

 

7,505

 

6,653

 

Goodwill

 

96,766

 

105,694

 

Intangible assets

 

9,457

 

15,565

 

Income taxes receivable

 

13,468

 

14,782

 

Deferred tax assets, net

 

30,028

 

34,154

 

Other assets

 

11,186

 

8,915

 

Total Assets

 

$

1,821,243

 

$

1,657,932

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities

 

 

 

 

 

Payables to:

 

 

 

 

 

Brokers, dealers and clearing organizations

 

$

1,020,905

 

$

1,101,440

 

Related parties

 

5,019

 

4,986

 

Others

 

2,291

 

2,347

 

Securities sold under agreements to repurchase

 

191,449

 

 

Securities sold, but not yet purchased, at fair value

 

154,189

 

112,275

 

Secured borrowings

 

60,557

 

 

Accrued compensation

 

23,526

 

74,202

 

Accounts payable

 

2,990

 

1,161

 

Accrued expenses

 

9,331

 

7,595

 

Income taxes payable

 

3,671

 

3,468

 

Deferred tax liabilities

 

2,377

 

3,390

 

Subordinated debt

 

801

 

909

 

Total Liabilities

 

1,477,106

 

1,311,773

 

Stockholders’ Equity

 

 

 

 

 

Common stock; $.01 par value; authorized 200,000 shares; issued 133,715 and 131,458 shares; and outstanding 127,832 and 130,810 shares; in each case, at June 30, 2011 and December 31, 2010, respectively

 

1,337

 

1,315

 

Additional paid-in capital

 

462,144

 

449,754

 

Deferred compensation

 

161

 

276

 

Accumulated deficit

 

(107,565

)

(103,763

)

Treasury stock, at cost (5,883 shares and 648 shares at June 30, 2011 and December 31, 2010, respectively)

 

(11,940

)

(1,423

)

Total Stockholders’ Equity

 

344,137

 

346,159

 

Total Liabilities and Stockholders’ Equity

 

$

1,821,243

 

$

1,657,932

 

 

9



 

Income Tax Note

 

The Company’s effective income tax rate for the three months ended June 30, 2011 of 10.7% resulted in an income tax benefit of approximately $1.3 million.  Non-deductible discrete items primarily associated with the write-off of goodwill related to the Equities division reduced the effective income tax rate by 32.6%.  The Company’s effective income tax rate excluding discrete items was 43.3% for the period which differs from the federal statutory tax rate of 35% primarily due to state and local taxes.

 

The Company recorded income tax expense of approximately $3.7 million for the six months ended June 30, 2011, which reflects the nondeductible nature of the write-off of goodwill related to the Equities division and a re-measurement of net deferred tax assets due to a change in estimate of our apportioned statutory income tax rate, partially offset by a benefit related to the ClearPoint bargain purchase gain.  The Company’s effective income tax rate, including discrete items, is not meaningful as the discrete items distort the effective rate due to pre-tax results being close to break-even for the period.  The Company’s effective income tax rate excluding discrete items was 43.9% for the period which differs from the federal statutory tax rate of 35% primarily due to state and local taxes.

 

Non-GAAP Financial Measures

 

This press release contains non-GAAP financial measures that the Company believes can enhance an investor’s evaluation of the Company’s operating results.

 

Adjusted income before income taxes, stated previously in this press release, is a non-GAAP financial measure.  For the three and six months ended June 30, 2011, we calculated this number by deducting from our GAAP loss before income taxes, the bargain purchase gain associated with our acquisition of ClearPoint recorded in the first quarter 2011, and added back the impairment of goodwill and intangible assets related to the 2008 purchase of AmTech acquired as part of the reorganization of our Equities division and the compensation expense associated with the resignation of our former interim CEO, which were both recorded in the second quarter of 2011.  For the three and six months ended 2010, we calculated this number by adding back to our GAAP loss before income taxes, the expense recorded in the second quarter related to terminating our lease at 12 East 49th Street in midtown Manhattan as part of the consolidation of our office locations in New York City, and the severance expense, related employee benefits and the remaining stock based compensation amortization for the former CEO and the former CFO since the respective dates of their departures that was recorded in the first quarter of 2010.

 

Fully diluted earnings per share, adjusted for the write-off of goodwill and intangible assets related to the Equities division, as well as the compensation expense related to the resignation of the interim CEO is a non-GAAP financial measure.  To arrive at adjusted net income for purposes of calculating adjusted fully diluted earnings per share, we multiplied adjusted income before income taxes, discussed above, by 43.3% which is the Company’s effective income tax rate excluding discrete items and subtracted this amount from adjusted income before income taxes.  Adjusted net income was then divided by approximately 130.6 million shares, the

 

10



 

Company’s weighted average fully diluted shares of common stock, determined as if the Company reported net income for the second quarter of 2011.

 

Conference Call Information

 

The Company will hold a conference call today, August 2, 2011, at 10:00 A.M. (EDT).  This call will be webcast and can be accessed on the Investor Relations portion of the Company’s website at www.gleacher.com, as well as through the Thomson StreetEvents Network.  Individual investors can listen to the call at www.earnings.com, Thomson’s individual investor portal, powered by StreetEvents.  Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password protected event management site.  To participate on the call, please dial 888.679.8038 for domestic calls or 617.213.4850 for international calls, participant passcode 68511897 or request the Gleacher & Company earnings call.  For those who cannot listen to the live broadcast, a recording of the call will be available for seven days following the call by dialing 888.286.8010 for domestic calls or 617.801.6888 for international calls, participant passcode 54313746.

 

About Gleacher & Company

 

Gleacher & Company, Inc. (Nasdaq: GLCH) is an independent, full service investment bank that provides corporate and institutional clients with strategic, research-based investment opportunities, capital raising, and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis, as well as securities brokerage services, and, through a new subsidiary, engages in residential mortgage lending. For more information, please visit www.gleacher.com.

 

Forward Looking Statements

 

This press release contains “forward-looking statements.”  These statements are not historical facts but instead represent the Company’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control.  The Company’s forward-looking statements are subject to various risks and uncertainties, including the conditions of the securities markets, generally, and demand for the Company’s services within those markets and other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission.  It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in its forward-looking statements.  You are cautioned not to place undue reliance on these forward-looking statements.  The Company does not undertake to update any of its forward-looking statements.

 

Our business and the forward looking statements we make in this press release could be greatly impacted by the actions taken by the federal government with regard to increasing the debt ceiling.  The resolution of this issue could lead to volatility in the financial markets and significantly and adversely affect our business.

 

11



 

For Additional Information Please Contact:

 

Investor Contact

Media Contact

Gleacher & Company, Inc.

Halldin Public Relations

Thomas J. Hughes

Sofia Gutierrez

Chief Executive Officer

916.781.0648

212.273.7100

 

 

12