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8-K - 8-K - GLEACHER & COMPANY, INC.a12-10490_28k.htm

Exhibit 99.1

 

GRAPHIC

 

GLEACHER & COMPANY REPORTS FIRST QUARTER

2012 FINANCIAL RESULTS

 

NEW YORK, N.Y., May 3, 2012 – Gleacher & Company, Inc. (Nasdaq: GLCH) today reported net revenues of $64.7 million for the quarter ended March 31, 2012.  On a GAAP basis, the Company reported net loss from continuing operations of ($4.7) million, or ($0.04) per diluted share, for the quarter ended March 31, 2012, compared to net income from continuing operations of $8.6 million, or $0.07 per diluted share, for the first quarter of 2011.  The Company reported non-GAAP net loss from continuing operations of ($3.8) million, or ($0.03) per diluted share, for the quarter ended March 31, 2012, compared to non-GAAP net income from continuing operations of $6.3 million, or $0.05 per diluted share, for the first quarter of 2011.  A reconciliation of the Company’s GAAP results to these non-GAAP results is discussed below under “Non-GAAP Financial Results.”

 

Highlights

 

·      Revenues improved as compared to the fourth quarter of 2011.  Core business unit results were weaker year-over-year, largely in MBS/ABS & Rates, particularly in asset-backed securities trading.

·      New leadership appointments in the Corporate Credit business and the MBS/ABS & Rates business.

·      Continued planned compensation adjustments, particularly for senior management, to better align employee and stockholder returns, and drive targeted compensation/revenue ratio.

·      The Company’s ClearPoint subsidiary experienced a number of issues, including covenant pressure and outright breaches, mismatch in loan originations and sales, and curtailment events that required the Company to provide payment guarantees. In response to these issues, the following adjustments were made to ClearPoint’s business:

·      Restructured senior management

·      Implemented limit methodologies to manage the originations/sales imbalance

·      Adjusted operational procedures to improve the pace at which loans are sold

These actions have stabilized ClearPoint’s business operations, and have substantially diminished the Company’s exposures under the payment guarantees.

 

Thomas Hughes, Chief Executive Officer, said, “The first quarter market environment was challenging.  That said, while we are disappointed with our overall results, our performance excluding ClearPoint was solid given market factors, and we are very excited about the leadership appointments we have made. I believe each of our businesses is well positioned for the revenue potential going forward.”

 

Eric Gleacher, Chairman, added, “Our pipeline is strong and we continue to see opportunities in the market for our Investment Banking franchise.  I believe we are poised to take advantage of these opportunities and I look forward to our doing so.”

 

1



 

 

 

Three Months Ended
March 31,

 

(In thousands, except for per share amounts)

 

2012

 

2011

 

 

 

 

 

 

 

Net revenues

 

$

64,743

 

$

89,389

 

Pre-tax (loss)/income from continuing operations

 

(5,282

)

14,728

 

Net (loss)/income from continuing operations

 

(4,716

)

8,599

 

Discontinued operations, net of taxes

 

32

 

(1,394

)

 

 

 

 

 

 

Non-GAAP pre-tax (loss)/income from continuing operations*

 

(3,632

)

12,398

 

Non-GAAP net (loss)/income from continuing operations*

 

(3,769

)

6,269

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Diluted – continuing operations

 

$

(0.04

)

$

0.07

 

Diluted – continuing operations (Non-GAAP) *

 

(0.03

)

0.05

 

 


*Designates non-GAAP financial results.  A reconciliation of the Company’s GAAP results to non-GAAP financial results is set forth below under the caption “Non-GAAP Financial Results.”

 

The Company has included in this press release “non-GAAP financial results.”  A non-GAAP financial result is a numerical measure of financial position or results of operations that includes amounts that are excluded, or excludes amounts that are included, in the most directly comparable result calculated and presented in accordance with generally accepted accounting principles (“GAAP”).  In the financial data included in this press release, the items for which the Company adjusted its GAAP results consist of the following:

 

·      severance expense recorded during the first quarter of 2012, and

·      the bargain purchase gain related to the ClearPoint acquisition in the first quarter of 2011.

 

For detailed information on the adjustments made, and a reconciliation of the non-GAAP financial results included in this press release to the most directly comparable GAAP financial metrics, refer to “Non-GAAP Financial Results” below.  While the Company believes that the non-GAAP financial results included herein are instructive, they should only be considered together with their corresponding GAAP financial metrics.

 

2



 

First Quarter 2012 vs. 2011

 

Net revenues declined by $24.7 million to $64.7 million for the quarter ended March 31, 2012, compared to $89.4 million ($87.1 million on a non-GAAP basis) in the first quarter of 2011.  This decline was primarily attributable to decreases of $31.4 million in the MBS/ABS & Rates segment and $3.1 million in the Investment Banking segment, partially offset by increases of $9.1 million in ClearPoint and $1.2 million in the Corporate Credit segment and higher investment gains of $0.8 million resulting from the change in value of the Company’s FATV investment.

 

Pre-tax (loss)/income from continuing operations of ($5.3) million for the quarter ended March 31, 2012 declined by $20.0 million compared to pre-tax (loss)/income from continuing operations of $14.7 million for the quarter ended March 31, 2011.  Non-GAAP pre-tax (loss)/income from continuing operations of ($3.6) million declined by $16.0 million compared to non-GAAP pre-tax (loss)/income from continuing operations of $12.4 million in the first quarter of 2011.

 

Business Segment Results (including Non-GAAP results)

 

 

 

Three Months Ended
March 31,

 

(In thousands)

 

2012

 

2011

 

 

 

(unaudited)

 

Net revenues:

 

 

 

 

 

MBS/ABS & Rates

 

$

20,331

 

$

51,706

 

Corporate Credit

 

21,717

 

20,464

 

Investment Banking

 

4,533

 

7,644

 

ClearPoint

 

15,545

 

6,358

 

Net revenues - operating segments

 

62,126

 

86,172

 

Other

 

2,617

 

887

*

Total

 

$

64,743

 

$

87,059

*

 

 

 

 

 

 

Pre-tax (loss)/income from continuing operations:

 

 

 

 

 

MBS/ABS & Rates

 

$

5,487

 

$

18,865

 

Corporate Credit

 

962

*

2,212

 

Investment Banking

 

579

 

1,263

 

ClearPoint

 

(2,853

)

(1,120

)

Pre-tax income - operating segments

 

4,175

*

21,220

 

Other

 

(7,807

)

(8,822

)*

Total

 

$

(3,632

)*

$

12,398

*

 


*Designates non-GAAP financial results.  A reconciliation of the Company’s GAAP results to non-GAAP financial results is set forth below under the caption “Non-GAAP Financial Results.”

 

3



 

MBS/ABS & Rates

 

First Quarter 2012 vs. 2011

 

Net revenues declined by $31.4 million to $20.3 million for the quarter ended March 31, 2012, compared to $51.7 million in the first quarter of 2011.  The decrease in net revenues was attributable to lower commissions and principal transactions revenues of $32.7 million, primarily resulting from gains on asset-backed securities of $36.2 million recognized in the first quarter of 2011.  Partially offsetting this decline was an increase in net interest income of $1.3 million due to higher inventory levels and coupon interest.  Pre-tax income of $5.5 million for the quarter ended March 31, 2012 declined by $13.4 million, compared to pre-tax income of $18.9 million for the first quarter of 2011.  This reduction is a direct result of the lower revenues, partially offset by lower variable compensation expense (as a result of the lower revenues).

 

Corporate Credit (including Non-GAAP results)

 

First Quarter 2012 vs. 2011

 

Net revenues increased by $1.2 million to $21.7 million for the first quarter of 2012 compared to $20.5 million in the first quarter of 2011.  The increase in net revenues was primarily attributable to higher commissions and principal transaction revenues of $2.0 million, due to higher volumes, partially offset by lower spreads.  This was partially offset by lower investment banking revenues of $0.6 million (all capital markets related), as this division recognized $1.9 million of investment banking revenues in the first quarter of 2012, compared to $2.5 million in the first quarter of 2011.  Non-GAAP pre-tax income of $1.0 million for the quarter ended March 31, 2012 decreased by $1.2 million, compared to pre-tax income of $2.2 million for the first quarter of 2011.  This decrease is a result of higher variable cash compensation accruals recorded in the first quarter of 2012.

 

Investment Banking

 

First Quarter 2012 vs. 2011

 

Net revenues declined by $3.1 million to $4.5 million for the first quarter of 2012, compared to $7.6 million in the first quarter of 2011.  Advisory revenues decreased $1.1 million to $2.5 million, compared to $3.6 million for the prior-year quarter.  Capital markets revenues decreased $2.0 million to $2.0 million for the first quarter of 2012, compared to $4.0 million for the prior-year quarter.  Pre-tax income of $0.6 million for the quarter ended March 31, 2012 decreased by $0.7 million, compared to pre-tax income of $1.3 million in the prior-year quarter.  This reduction is a direct result of the lower revenues, partially offset by lower variable compensation expense (as a result of the lower revenues) and lower non-compensation expenses as a result of the realignment which took place in the third quarter of 2011.

 

4



 

ClearPoint

 

First Quarter 2012 vs. 2011

 

Net revenues increased by $9.1 million to $15.5 million for the first quarter of 2012 compared to $6.4 million in the first quarter of 2011.  The increase in net revenues was primarily attributable to higher loan commitment volumes given the expansion of the business since its acquisition on January 3, 2011.  As of March 31, 2012, ClearPoint conducted business in 45 states, compared to 20 states at March 31, 2011.  ClearPoint’s pre-tax results were impacted by fees paid to brokers and loan processing fees of $12.5 million in the first quarter of 2012, compared to $4.3 million in the first quarter of 2011.  Despite the higher revenues (net of broker expenses and loan processing fees), pre-tax losses increased by $1.8 million, to $2.9 million for the quarter ended March 31, 2012, compared to a pre-tax loss of $1.1 million for the first quarter of 2011.  This was primarily a result of higher compensation expense resulting from the expansion of the workforce since the acquisition, coupled with the effects of implementing limits on ClearPoint’s daily average loan commitments to a level that is aligned with its current distribution opportunities given the previously disclosed liquidity constraints experienced during the first quarter of 2012.

 

See “ClearPoint Recent Developments” below for additional information.

 

Other

 

First Quarter 2012 vs. 2011

 

Net revenues increased by $1.7 million to $2.6 million for the first quarter of 2012, compared to non-GAAP net revenues of $0.9 million in the first quarter of 2011.  The increase in net revenues is primarily attributable to higher investment gains of $0.8 million from the change in value of the Company’s investment in FATV.  Pre-tax loss of $7.8 million for the quarter ended March 31, 2012 improved by $1.0 million compared to non-GAAP pre-tax loss of $8.8 million for the first quarter of 2011.  This improvement is primarily a result of the higher net revenues, partially offset by higher consulting and legal fees.

 

Consolidated Compensation and Benefits Expenses (including Non-GAAP results)

 

First Quarter 2012 vs. 2011

 

Non-GAAP compensation and benefits expense of $42.1 million for the first quarter of 2012, decreased by $17.0 million, compared to compensation and benefits expense of $59.1 million in the first quarter of 2011.  This was primarily due to lower variable compensation expense as a result of lower net revenues in the MBS/ABS & Rates and Investment Banking segments.  These decreases were partially offset by increases in the Corporate Credit segment due to higher variable cash compensation accruals, and ClearPoint, resulting from the expansion of the workforce since the acquisition date.

 

5


 


 

Consolidated Non-Compensation Expenses

 

First Quarter 2012 vs. 2011

 

Non-compensation expenses of $26.3 million for the quarter ended March 31, 2012 increased by $10.7 million, compared to non-compensation expenses of $15.6 million for the prior-year quarter.  This was primarily due to ClearPoint broker fees and loan processing fees of $12.5 million in the first quarter of 2012, compared to $4.3 million in the first quarter of 2011 due to higher loan commitment volumes.  In addition, non-compensation expenses increased as a result of higher consulting and legal fees.

 

Provision for Income Taxes

 

First Quarter 2012

 

The Company’s effective income tax rate from continuing operations for the quarter ended March 31, 2012 of 10.7% resulted in an income tax benefit of approximately $0.6 million.  The Company’s tax rate differs from the federal statutory tax rate of 35% primarily due to non-deductible discrete tax expense associated with stock compensation shortfalls, partially offset by a state and local income tax benefit.

 

Discontinued Operations

 

First Quarter 2012 vs. 2011

 

The Company has classified the results of its Equities segment as discontinued operations due to the Company’s decision to exit this business on August 22, 2011.  Results of this discontinued operation for the three months ended March 31, 2012 and 2011 are presented in the following table:

 

 

 

Three Months Ended
March 31,

 

(In thousands)

 

2012

 

2011

 

 

 

(unaudited)

 

 

 

 

 

 

 

Net revenues

 

$

37

 

$

5,271

 

Total expenses (excluding interest)

 

73

 

(7,733

)

Income/(loss) from discontinued operations before income taxes

 

110

 

(2,462

)

Provision for income taxes

 

78

 

(1,068

)

Income/(loss) from discontinued operations, net of taxes

 

$

32

 

$

(1,394

)

 

6



 

ClearPoint Recent Developments

 

During the first quarter of 2012, the Company disclosed liquidity constraints experienced by ClearPoint, which were initially due to the rapid expansion of ClearPoint’s business, coupled with an unanticipated slow-down in loan purchases by one of ClearPoint’s principal loan purchasers.  In connection with these matters, the Company entered into limited guaranties with Citibank (“Citibank Guaranty”) and with certain of ClearPoint’s warehouse lenders (“Curtailment Guaranties”).  The Company has taken certain actions as described below that have substantially reduced the Company’s potential liabilities under these guaranties.

 

Under the Citibank Guaranty, the Company guaranteed ClearPoint’s payment to Citibank for any required repurchase of loans to the extent conditions regarding documentation, underwriting and similar matters were not resolved favorably by March 30, 2012 (subsequently extended until April 30, 2012), with respect to a certain population of loans purchased by Citibank, of approximately $56.0 million.  In connection with the extension granted on March 30, 2012, Citibank and ClearPoint agreed that ClearPoint would repurchase loans in the amount of approximately $2.1 million under a staggered repurchase schedule ending no later than May 3, 2012.  ClearPoint has marked these loans at 88% of par and has arranged for the sale of a majority of these loans to a third party.  As of April 30, 2012, there are an additional $2.1 million of these loans required to be repurchased by ClearPoint under a staggered repurchase process.  ClearPoint expects its ultimate recovery for these loans will be at levels substantially similar to or possibly greater than those obtained on the initial $2.1 million repurchased.  The repurchases are being made directly by ClearPoint without giving effect to the Company’s guarantee.

 

The Curtailment Guaranties relate to two pools of loans, those which were financed under the warehouse lines on or about February 29, 2012 (the “legacy loans”) of approximately $114 million, and new loans funded by the warehouse lines thereafter (the “new loans”). The Company guaranteed curtailment payments with respect to these loans, ranging from 5% to 100% of the lesser of, in general, the market value or the principal amount of loans financed under the warehouse lines, depending on the length of time such loans persist on the warehouse lines, and only in the event ClearPoint cannot satisfy those payments itself.  As of April 30, 2012, $109.2 million of the legacy loans had been sold to third parties and are therefore no longer on the warehouse lines.  The remaining curtailment exposure on $4.8 million of unsold legacy loans is $1.5 million.

 

The Company’s exposure under these guaranties for new loans is mitigated by the progress made under ClearPoint’s remediation program, including the implementation of loan origination limits and enhancements to the operational infrastructure to improve the pace at which loans are sold. New loans financed by these warehouse lines as of April 30, 2012 were approximately $62.6 million, as ClearPoint sold $184.8 million of loans during the month of April while expecting to finance new loans of $107.8 million.  Given the pace with which ClearPoint is currently selling loans, exposure under these guaranties is significantly diminished.

 

ClearPoint also has restructured its senior management and continues to focus on other elements of its remediation program, including increasing the number of loan purchasers with which ClearPoint transacts, and pursuing additional warehouse lenders and loan distribution channels.

 

7



 

Non-GAAP Financial Results

 

The Company has included in this press release certain financial metrics that were not prepared in accordance with accounting principles generally accepted in the United States.  These non-GAAP financial results, which include presentations of net revenues, compensation and benefits, non-compensation expenses, income before income taxes from continuing operations, provision for income taxes, net income from continuing operations, compensation expense ratios, pre-tax margin, return on average tangible equity and diluted earnings per share, are presented as an additional aid in understanding and analyzing the Company’s financial results for the three months ended March 31, 2012 and 2011, respectively.  Specifically, the Company believes that the non-GAAP results provide useful information by excluding certain items that may not be indicative of the Company’s core operating results or business outlook and also to emphasize information that is critical to understanding the Company’s performance.  These non-GAAP amounts exclude items reflected as adjustments within the “Reconciliation of GAAP to Non-GAAP Income from Continuing Operations” table below.  The Company believes these non-GAAP results will allow for a better evaluation of the operating performance of the business and facilitate a meaningful comparison of the Company’s results in the current period to those in prior periods and future periods.  References to these non-GAAP results should not be considered a substitute for results that are presented in a manner consistent with GAAP.

 

A limitation of utilizing these non-GAAP financial results is that the GAAP accounting effects of these excluded items do in fact reflect the underlying financial results of the Company’s business, and these effects should not be ignored in evaluating and analyzing its financial results.  Therefore, the Company believes that non-GAAP results should always be considered together with their corresponding GAAP results.

 

8



 

Reconciliation of GAAP to Non-GAAP Loss from Continuing Operations (2012 - Unaudited)

 

 

 

Three Months Ended March 31, 2012

 

(dollars in thousands, except per share amounts)

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

 

 

 

 

 

 

Net Revenues

 

$

64,743

 

$

 

$

64,743

 

 

 

 

 

 

 

 

 

Expenses (excluding interest):

 

 

 

 

 

 

 

Compensation and benefits

 

43,719

 

(1,650

)(1)

42,069

 

Non-compensation expenses

 

26,306

 

 

26,306

 

Total expenses (excluding interest)

 

70,025

 

(1,650

)

68,375

 

Loss from continuing operations before income taxes

 

(5,282

)

1,650

 

(3,632

)

Provision for income taxes

 

(566

)

703

(2)

137

 

Net loss from continuing operations

 

$

(4,716

)

$

947

 

$

(3,769

)

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Diluted – continuing operations

 

$

(0.04

)

 

 

$

(0.03

)(3)

As a percentage of net revenues:

 

 

 

 

 

 

 

Compensation and benefits

 

67.5

%

 

 

65.0

%

Loss from continuing operations before income taxes

 

(8.2

)%

 

 

(5.6

)%

 


(1) Represents severance expense (of which $1.0 million is non-cash stock-based compensation).

 

(2) Non-GAAP adjustments multiplied by the Company’s statutory tax rate of approximately 42.6%.

 

(3) Non-GAAP net loss from continuing operations divided by 119.5 million dilutive shares.

 

9



 

Reconciliation of GAAP to Non-GAAP Income from Continuing Operations (2011 - Unaudited)

 

 

 

Three Months Ended March 31, 2011

 

(dollars in thousands, except per share amounts)

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

 

 

 

 

 

 

Net Revenues

 

$

89,389

 

$

(2,330

)(1)

$

87,059

 

 

 

 

 

 

 

 

 

Expenses (excluding interest):

 

 

 

 

 

 

 

Compensation and benefits

 

59,088

 

 

59,088

 

Non-compensation expenses

 

15,573

 

 

15,573

 

Total expenses (excluding interest)

 

74,661

 

 

74,661

 

Income from continuing operations before income taxes

 

14,728

 

(2,330

)

12,398

 

Provision for income taxes

 

6,129

 

(2)

6,129

 

Net income from continuing operations

 

$

8,599

 

$

(2,330

)

$

6,269

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Diluted – continuing operations

 

$

0.07

 

 

 

$

0.05

(3)

As a percentage of net revenues:

 

 

 

 

 

 

 

Compensation and benefits

 

66.1

%

 

 

67.9

%

Income from continuing operations before income taxes

 

16.5

%

 

 

14.2

%

 


(1) Represents the bargain purchase gain related to the ClearPoint acquisition on January 3, 2011.

 

(2) ClearPoint bargain purchase gain was non-taxable.

 

(3) Non-GAAP net income from continuing operations divided by 130.8 million shares.

 

10


 


 

Reconciliation of GAAP to Non-GAAP Pre-Tax (Loss)/Income from Continuing Operations – by Segment

 

Three Months Ended March 31, 2012

 

Three Months Ended March 31, 2011

 

Corporate Credit

 

Other

 

(in thousands)

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Revenues – GAAP

 

$

21,717

 

Revenues – GAAP

 

$

3,217

 

Expenses – GAAP

 

22,405

 

Adjustments

 

(2,330

)(1)

Adjustments

 

(1,650

)(2)

Revenues – non GAAP

 

887

 

Expenses – non GAAP

 

20,755

 

Expenses – GAAP

 

9,709

 

Pre-tax income from continuing operations – non GAAP

 

$

962

 

Pre-tax loss from continuing operations – non GAAP

 

$

(8,822

)

 


(1) Represents the bargain purchase gain related to the ClearPoint acquisition on January 3, 2011.

 

(2) Represents severance expense (of which $1.0 million is non-cash stock-based compensation).

 

11



 

Return on Tangible Equity – Annualized (Non-GAAP Unaudited)

 

Presented below is information on the Company’s annualized return on average tangible stockholders’ equity (Non-GAAP):

 

 

 

Three Months Ended March 31,

 

(dollars in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Net (loss)/income from continuing operations

 

$

(3,769

)(1)

$

6,269

(1)

 

 

 

 

 

 

Plus: Amortization of intangibles, net of tax

 

124

 

794

 

 

 

 

 

 

 

Net (loss)/income from continuing operations, adjusted (non-GAAP)

 

(3,645

)

7,063

 

 

 

 

 

 

 

Net (loss)/income from continuing operations, adjusted (non-GAAP) - annualized

 

$

(14,580

)

$

28,252

 

 

 

 

 

 

 

Average total stockholders’ equity (GAAP)

 

$

257,560

 

$

351,579

 

 

 

 

 

 

 

Plus: non-GAAP adjustments to net (loss)/income from continuing operations

 

947

(1)

(2,330

)(1)

 

 

 

 

 

 

Less: Average intangible assets

 

(25,345

)

(121,264

)

 

 

 

 

 

 

Average tangible stockholders’ equity (non-GAAP)

 

$

233,162

 

$

227,985

 

 

 

 

 

 

 

Annualized return on tangible equity (non-GAAP)

 

(6.3

)%

12.4

%

 

Return on Average Stockholders’ Equity (GAAP)

 

Presented below is information on the Company’s annualized return on average stockholders’ equity, which is the most directly comparable GAAP metric to the Non-GAAP metric above:

 

 

 

Three Months Ended March 31,

 

(dollars in thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Net (loss)/income from continuing operations

 

$

(4,716

)

$

8,599

 

 

 

 

 

 

 

Net (loss)/income from continuing operations - annualized

 

$

(18,864

)

$

34,396

 

 

 

 

 

 

 

Average total stockholders’ equity

 

$

257,560

 

$

351,579

 

 

 

 

 

 

 

Annualized return on stockholders’ equity

 

(7.3

)%

9.8

%

 


(1) Designates non-GAAP financial results.  A reconciliation of the Company’s GAAP results to non-GAAP financial results is set forth above under the caption “Reconciliation of GAAP to Non-GAAP Income from Continuing Operations.”

 

12



 

Conference Call Information

 

The Company will hold a conference call today, May 3, 2012, at 5:15 P.M. (EDT).  This event can be accessed on the Investor Relations portion of the Gleacher & Company 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 888.679.8034 (domestic) or 617.213.4847 (international), participant passcode 23909481, or request the Gleacher & Company earnings call.

 

Pre-registration is available at any time prior to and during the call, which provides immediate entry into the call.  Pre-registration can be accessed at the following website:

 

www.theconferenceingservice.com/prereg/key.process?key=PKJ7GG86G

 

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 (domestic) or 617.801.6888 (international), participant passcode 78634198.

 

About Gleacher & Company

 

Gleacher & Company, Inc. (Nasdaq: GLCH) is an independent investment bank that provides corporate and institutional clients with strategic and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis, as well as capital raising, research based investment analysis, and 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 or plans regarding future events, many of which are inherently uncertain and outside of the Company’s control.  The Company often, but not always, identifies forward-looking statements by using words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “target,” “expect,” “continuing,” “ongoing,” “believe” and “intend.”  The Company’s forward-looking statements are based on facts as the Company understands them at the time the Company makes any such statement as well as estimates and judgments based on these facts.  The Company’s forward-looking statements may turn out to be inaccurate for a variety of reasons, many of which are outside of its control.  Factors that could render the Company’s forward-looking statements subsequently inaccurate include the conditions of the securities markets, generally, and demand for the Company’s services within those markets, the risk of further credit rating downgrades of the U.S. government by major credit rating agencies, the impact of international and domestic sovereign debt uncertainties, the possibilities of localized or global economic recession and other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission.  Moreover, the Company is implementing a strategic plan designed to improve its operating results, and this plan may not be successful.  It is possible that future events will differ materially from those suggested by the Company’s 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.

 

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Summary Results of Operations (Unaudited)

 

 

 

Three Months Ended
March 31,

 

(In thousands, except per share amounts)

 

2012

 

2011

 

Revenues:

 

 

 

 

 

Principal transactions(1)

 

$

21,320

 

$

45,341

 

Commissions(1)

 

19,151

 

18,459

 

Investment banking

 

6,678

 

10,322

 

Investment gains/(losses), net

 

132

 

(686

)

Interest income

 

19,204

 

15,068

 

Gain from bargain purchase – ClearPoint Funding, Inc. acquisition

 

 

2,330

 

Fees and other

 

2,877

 

1,124

 

Total revenues

 

69,362

 

91,958

 

Interest expense

 

4,619

 

2,569

 

Net revenues

 

64,743

 

89,389

 

Expenses (excluding interest):

 

 

 

 

 

Compensation and benefits

 

43,719

 

59,088

 

Clearing, settlement and brokerage

 

12,993

 

4,787

 

Communications and data processing

 

3,319

 

3,215

 

Occupancy, depreciation and amortization

 

2,134

 

1,912

 

Business development

 

1,018

 

1,525

 

Other

 

6,842

 

4,134

 

Total expenses (excluding interest)

 

70,025

 

74,661

 

(Loss)/income from continuing operations before income taxes and discontinued operations

 

(5,282

)

14,728

 

Income tax (benefit)/expense

 

(566

)

6,129

 

(Loss)/income from continuing operations

 

(4,716

)

8,599

 

Income/(loss) from discontinued operations, net of taxes

 

32

 

(1,394

)

Net (loss)/income

 

$

(4,684

)

$

7,205

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Basic (loss)/income per share

 

 

 

 

 

Continuing operations

 

$

(0.04

)

$

0.07

 

Discontinued operations

 

(0.00

)

(0.01

)

Net (loss)/income per share

 

$

(0.04

)

$

0.06

 

 

 

 

 

 

 

Diluted (loss)/income per share

 

 

 

 

 

Continuing operations

 

$

(0.04

)

$

0.07

 

Discontinued operations

 

(0.00

)

(0.01

)

Net (loss)/income per share

 

$

(0.04

)

$

0.06

 

 

 

 

 

 

 

Weighted average number of shares of common stock:

 

 

 

 

 

Basic

 

119,510

 

123,564

 

Diluted

 

119,510

 

130,766

 

 


(1) Revenues earned on a riskless principal basis in the amount of $18.1 million for the three months ended March 31, 2011 have been reclassified from principal transactions to commission income in order to distinguish such revenues (commission equivalents) from revenues earned on financial instruments held in inventory.

 

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Consolidated Statement of Financial Condition (Unaudited)

 

 

 

March 31,

 

December 31,

 

(In thousands, except for share and per share amounts)

 

2012

 

2011

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

32,688

 

$

36,672

 

Cash and securities segregated for regulatory and other purposes

 

2,000

 

9,612

 

Securities purchased under agreements to resell

 

2,984,884

 

1,523,227

 

Receivables from:

 

 

 

 

 

Brokers, dealers and clearing organizations

 

89,834

 

58,776

 

Related parties

 

1,337

 

1,337

 

Others

 

15,364

 

16,161

 

Financial instruments owned, at fair value (includes assets pledged of $1,456,154 and $1,553,610 at March 31, 2012 and December 31, 2011, respectively)

 

1,457,273

 

1,554,660

 

Investments

 

18,440

 

18,310

 

Office equipment and leasehold improvements, net

 

6,608

 

6,735

 

Goodwill

 

21,096

 

21,096

 

Intangible assets

 

4,187

 

4,311

 

Income taxes receivable

 

9,094

 

12,102

 

Deferred tax assets, net

 

27,193

 

30,766

 

Other assets

 

9,843

 

9,791

 

Total Assets

 

$

4,679,841

 

$

3,303,556

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Liabilities

 

 

 

 

 

Payables to:

 

 

 

 

 

Brokers, dealers and clearing organizations

 

$

1,054,028

 

$

1,108,664

 

Related parties

 

4,956

 

4,939

 

Others

 

3,773

 

3,243

 

Securities sold under agreements to repurchase

 

2,979,606

 

1,478,081

 

Securities sold, but not yet purchased, at fair value

 

233,499

 

184,996

 

Secured borrowings

 

117,195

 

213,611

 

Accrued compensation

 

10,596

 

26,274

 

Accounts payable and accrued expenses

 

13,562

 

18,223

 

Income taxes payable

 

4,082

 

3,979

 

Deferred tax liabilities

 

1,746

 

1,622

 

Subordinated debt

 

801

 

801

 

Total Liabilities

 

4,423,844

 

3,044,433

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Common stock; $.01 par value; authorized 200,000,000 shares; issued 133,769,219 and 133,714,786 shares; and outstanding 127,072,570 and 120,883,601 shares; in each case, at March 31, 2012 and December 31, 2011, respectively

 

1,337

 

1,337

 

Additional paid-in capital

 

455,540

 

463,497

 

Deferred compensation

 

161

 

161

 

Accumulated deficit

 

(190,571

)

(185,887

)

Treasury stock, at cost (6,696,649 shares and 12,831,185 shares at March 31, 2012 and December 31, 2011, respectively)

 

(10,470

)

(19,985

)

Total Stockholders’ Equity

 

255,997

 

259,123

 

Total Liabilities and Stockholders’ Equity

 

$

4,679,841

 

$

3,303,556

 

 

15



 

For Additional Information Please Contact:

 

Investor Contact

 

Media Contact

Gleacher & Company, Inc.

 

Joele Frank, Wilkinson Brimmer Katcher

Thomas J. Hughes

 

Andrew Siegel / Jonathan Keehner

Chief Executive Officer

 

212.355.4449

212.273.7100

 

 

 

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