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8-K - 8-K - GLEACHER & COMPANY, INC.a12-12926_38k.htm

Exhibit 99.1

 

GRAPHIC

 

GLEACHER & COMPANY REPORTS SECOND QUARTER

2012 FINANCIAL RESULTS

 

NEW YORK, N.Y., August 7, 2012 — Gleacher & Company, Inc. (Nasdaq: GLCH) today reported net revenues of $44.6 million, net loss from continuing operations of ($60.8) million, or ($7.6) million on a non-GAAP basis, and diluted loss per share of ($0.51), or ($0.06) on a non-GAAP basis for the quarter ended June 30, 2012.  A reconciliation of the Company’s GAAP results to these non-GAAP results is discussed below under “Non-GAAP Financial Results.”

 

Highlights

 

·                  Continued actions consistent with previously announced long term strategic plan

·                  Substantially rebuilt MBS & Rates business unit

·                  Added experienced professionals to Credit Products unit

·                  Reduced balance sheet usage including adjustments to repo book

 

Thomas Hughes, Chief Executive Officer, said, “One year ago, after my arrival, we announced a strategic plan to better position Gleacher & Company for profitability and meaningful returns for all stakeholders. We described the major building blocks of the plan, including: a cultural shift to foster coordination among business units; growing our Investment Banking capabilities to include additional industry verticals; assembling best in class content and problem solving skills in particular business units; and achieving significant expense reductions, especially regarding our compensation to revenue ratio. We stated that the plan would take time to implement, and that the roadmap for implementation included critical mileposts. One year later, we have effected a great deal of change against that roadmap: we have recruited new leadership for two business units who are experienced professionals, aligned with our cultural values; we have upgraded our staff, and we are delivering more relevant content and a deeper skill set to our clients; we have reduced expenses by exiting unprofitable activities, and through adjustments to our compensation practices; and we have repositioned our balance sheet so that it is more easily understood.  That said, we still have work to do regarding our Investment Banking division, and we continue to analyze our ClearPoint options.

 

This undertaking has not been without pain. As we have said previously, when rebuilding, one must invest the time and capital before reaping results.  To that end, we have taken charges, in this and prior quarters, for write downs of goodwill, deferred tax assets, and so forth. These charges were necessary elements of the cleansing required for long term growth.”

 

Mr. Hughes continued, “Today, Gleacher & Company is staffed by professionals sharing a common vision, and we continue to recruit actively. We have assembled a deeply experienced management team tasked with orchestrating change and building best in class businesses. While we are making progress against the roadmap we designed a year ago, we have a great deal of work left to do, and a number of challenges to overcome; our efforts remain a work in progress, and our results will continue to be impacted by the natural cost of change and early stage business building efforts. We believe our strategic plan is well suited for the current market environment, and our team can deliver against that plan, creating value for all of our stakeholders.”

 

1



 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June

 

March

 

June

 

June

 

June

 

(In thousands, except for per share amounts)

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Net revenues

 

$

44,647

 

$

64,743

 

$

56,379

 

$

109,390

 

$

145,768

 

Pre-tax (loss)/income from continuing operations

 

(31,751

)

(5,282

)

2,416

 

(37,033

)

17,144

 

Net (loss)/income from continuing operations

 

(60,809

)

(4,716

)

1,252

 

(65,525

)

9,851

 

Discontinued operations, net of taxes

 

(23

)

32

 

(11,672

)

9

 

(13,066

)

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(10,655

)

(3,632

)

4,101

 

(14,287

)

16,499

 

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

 

(7,639

)

(3,769

)

2,219

 

(11,408

)

8,488

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

Diluted - continuing operations

 

$

(0.51

)

$

(0.04

)

$

0.01

 

$

(0.55

)

$

0.08

 

Diluted - continuing operations (Non-GAAP)*

 

(0.06

)

(0.03

)

0.02

 

(0.10

)

0.06

 

 


* 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:

 

·                  impairment of goodwill recorded during the second quarter of 2012,

·                  valuation allowance on deferred tax assets recorded during the second quarter of 2012,

·                  severance expense recorded during the first quarter of 2012,

·                  compensation expense related to the resignation of the former interim CEO in the second quarter of 2011, and

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

 

Impairment of Goodwill

 

During the second quarter of 2012, the Company recorded a $21.1 million impairment of goodwill relating to both the MBS & Rates (previously captioned MBS/ABS & Rates) and Investment Banking reporting units.  The evaluation was performed and the impairment was recognized as a result of the Company’s market capitalization remaining significantly below its book value for an extended period of time.

 

2



 

Deferred Tax Asset — Valuation Allowance

 

During the second quarter of 2012, the Company provided for a valuation allowance of $32.1 million on its net deferred tax assets, as the Company entered into a cumulative loss in the most recent three-year period, inclusive of the current quarter operating results.  Such an assessment generally weighs the Company’s recent financial reporting losses to a greater extent than its projections of future taxable income.

 

The impairment of goodwill and the valuation allowance on the Company’s deferred tax assets are non-cash charges and had no impact to the Company’s liquidity or the net capital of the Company’s broker-dealer subsidiary.

 

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.

 

3



 

Business Segment Results (including Non-GAAP results)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June

 

March

 

June

 

June

 

June

 

(In thousands of dollars)

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

Investment Banking

 

$

8,730

 

$

4,533

 

$

8,956

 

$

13,263

 

$

16,600

 

MBS & Rates(1)

 

5,282

 

20,331

 

23,770

 

25,613

 

75,476

 

Credit Products(2)

 

17,872

 

21,717

 

14,851

 

39,589

 

35,316

 

ClearPoint

 

11,316

 

15,545

 

7,008

 

26,861

 

13,366

 

Net revenues - operating segments

 

43,200

 

62,126

 

54,585

 

105,326

 

140,758

 

Other

 

1,447

 

2,617

 

1,794

 

4,064

 

2,680

*

Total

 

$

44,647

 

$

64,743

 

$

56,379

 

$

109,390

 

$

143,438

*

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Investment Banking

 

$

2,195

 

$

579

 

$

3,728

 

$

2,774

 

$

4,991

 

MBS & Rates

 

(1,746

)

5,487

 

6,542

 

3,741

 

25,407

 

Credit Products

 

1,285

 

962

*

631

 

2,247

*

2,843

 

ClearPoint

 

(2,512

)

(2,853

)

(1,451

)

(5,365

)

(2,571

)

Pre-tax (loss)/income - operating segments

 

(778

)

4,175

*

9,450

 

3,397

 

30,670

 

Other

 

(9,877

)*

(7,807

)

(5,349

)*

(17,684

)*

(14,171

)*

Total

 

$

(10,655

)*

$

(3,632

)*

$

4,101

*

$

(14,287

)*

$

16,499

*

 


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

 

(1) This business segment was formerly referred to as “MBS/ABS & Rates.”

 

(2) This business segment was formerly referred to as “Corporate Credit.”

 

4



 

Investment Banking

 

Net revenues were $8.7 million for the quarter ended June 30, 2012, an improvement of $4.2 million compared to the first quarter of 2012 and relatively flat compared to the second quarter of 2011.  Net revenues were $13.3 million for the six-months ended June 30, 2012, a decline of $3.3 million compared to the prior-year period.  Investment banking revenue for the three and six months ended June 30, 2012 benefitted from advisory fees of $7.5 million relating to an engagement on a transaction that closed during the quarter.

 

The composition of the division’s investment banking revenues was as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June

 

March

 

June

 

June

 

June

 

(In thousands)

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory

 

$

8,251

 

$

2,530

 

$

8,203

 

$

10,781

 

$

11,835

 

Capital Markets

 

479

 

2,003

 

753

 

2,482

 

4,765

 

Total:

 

$

8,730

 

$

4,533

 

$

8,956

 

$

13,263

 

$

16,600

 

 

MBS & Rates (formerly referred to as “MBS/ABS & Rates”)

 

Net revenues were $5.3 million for the quarter ended June 30, 2012, a decline of $15.0 million compared to the first quarter of 2012 and $18.5 million compared to the second quarter of 2011.  The decrease in net revenues was primarily attributable to a leadership transition within the division accompanied by significant employee turnover during the current quarter.  During this period, the segment’s headcount fell to a low of 35 compared to headcount of approximately 70 at April 1, 2012.  New leadership, which was announced in the beginning of May 2012, has substantially rebuilt the division, and headcount stood at approximately 50 at June 30, 2012, which is 80% of the division’s target.  This turnover led to a disruption in sales and trading activities and a re-positioning of inventory, resulting in a decline in net revenues.  Net interest income also declined approximately $5.5 million, compared to the first quarter of 2012 and $3.8 million compared to the second quarter of 2011, due primarily to lower inventory levels.  Partially offsetting these declines were approximately $1.5 million of other revenue recorded in the second quarter of 2012, related to the clawback of certain stock-based compensation grants subject to non-competition provisions.

 

Net revenues of $25.6 million for the six months ended June 30, 2012, declined by $49.9 million compared to the prior-year period.  This was largely attributable to non-agency asset-backed securities gains of approximately $40.4 million in the prior-year period.

 

5



 

Credit Products (formerly referred to as “Corporate Credit”)

 

Net revenues were $17.9 million for the quarter ended June 30, 2012, a decline of $3.8 million compared to the first quarter of 2012.  This decrease was due to the recognition of investment banking revenues of $1.9 million in the first quarter of 2012, coupled with lower trading volumes, partially offset by higher spreads.  Revenues improved by $3.0 million compared to the second quarter of 2011 due to an expanded product profile.

 

Net revenues of $39.6 million for the six months ended June 30, 2012 improved by $4.3 million compared to the prior-year period, due to an expanded product profile.

 

ClearPoint

 

Net revenues were $11.3 million for the quarter ended June 30, 2012, a decline of $4.2 million compared to the first quarter of 2012 and an improvement of $4.3 million compared to the second quarter of 2011.  Net revenues declined compared to the first quarter of 2012 as a result of limiting ClearPoint’s daily average loan commitments to a level aligned with its distribution capabilities.  Revenues resulting from prior loan commitment levels were not commercially sustainable and resulted in previously reported liquidity constraints.

 

Net revenues for the six months ended June 30, 2012 were $26.9 million, an improvement of $13.5 million compared to the prior-year period.  This increase was due to lower daily average loan commitments in the prior-year period as the division’s operations had commenced on January 3, 2011, offset in part by the loan commitment limits implemented in the second quarter of 2012.

 

The division reported a pre-tax loss of $2.5 million and $5.4 million, respectively, for the quarter and six months ended June 30, 2012.  The pre-tax losses were primarily due to the limits placed on loan origination activities as a result of the liquidity constraints experienced in the first quarter of 2012.  In late May 2012, the division implemented a rightsizing plan in order to better align compensation with distribution capabilities.  In connection with this plan, the division incurred approximately $0.4 million of severance expense during the second quarter of 2012.

 

Other

 

Net revenues were $1.4 million for the quarter ended June 30, 2012, a decline of $1.2 million compared to the first quarter of 2012 and $0.3 million compared to the second quarter of 2011.  The reduction in net revenues when compared to the first quarter of 2012 is due to lower net interest income.  Net revenues were lower when compared to the second quarter of 2011, primarily due to the changes in value of the Company’s FATV investment.

 

6



 

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

 

Compensation and benefits expense was $32.6 million for the second quarter of 2012, a decline of $11.1 million ($9.5 million on a non-GAAP basis) compared to compensation and benefits expense in the first quarter of 2012, and a decline of $4.7 million ($3.0 million on a non-GAAP basis) compared to compensation and benefits expense in the second quarter of 2011.

 

Compensation and benefits expense as a percentage of net revenues was 73.0% for the second quarter of 2012, compared to 67.5% (65.0% on a non-GAAP basis) for the first quarter of 2012 and 66.1% (63.1% on a non-GAAP basis) for the second quarter of 2011.  The adverse period-to-period changes in the Company’s compensation as a percentage of revenue was impacted during the second quarter of 2012, by the decline in revenues of the MBS & Rates division, driven by lower net interest income on lower inventory levels, as well as the disruption in sales and trading activities previously described.  To a lesser extent, the ratio was also affected by the lower net revenues of ClearPoint when compared to the first quarter of 2012.

 

The Company’s compensation and benefits as a percentage of net revenues was 69.8% (68.3% on a non-GAAP basis) for the six months ended June 30, 2012, compared to 66.1% for the prior-year period.

 

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

 

Non-compensation expenses were $43.8 million ($22.7 million on a non-GAAP basis) for the second quarter of 2012, compared to $26.3 million for the first quarter of 2012 and $16.7 million for the second quarter of 2011.  Non-GAAP results for the second quarter of 2012 exclude the $21.1 million goodwill impairment charge.  Non-compensation expenses include ClearPoint broker fees and loan processing fees of $8.1 million, $12.9 million and $4.6 million for the second quarter of 2012, first quarter of 2012 and second quarter of 2011, respectively, driven by the level of ClearPoint loan commitment volumes in each respective period. Non-compensation expenses for the second quarter of 2012 were also impacted by higher legal, consulting and advisory fees when compared to the first quarter of 2012 and second quarter of 2011.

 

Provision for Income Taxes

 

Second Quarter 2012

 

The Company’s effective income tax rate from continuing operations for the three months ended June 30, 2012 was negative 91.5%, resulting in income tax expense of approximately $29.1 million. The abnormal tax rate differs from the federal statutory tax rate of 35% primarily due to the establishment of a valuation allowance against substantially all of the Company’s deferred tax assets (negative 101%) as well as a non-deductible discrete item attributable to the write-off of goodwill (negative 25%).

 

The Company provided for a valuation allowance of $32.1 million on its net deferred tax assets, as the Company entered into a cumulative loss in the most recent three-year period, inclusive of the current quarter operating results.  Such an assessment generally weighs the Company’s recent financial reporting losses to a greater extent than its projections of future taxable income.

 

7



 

Six Months Ended 2012

 

The Company’s effective income tax rate from continuing operations for the six months ended June 30, 2012 of negative 76.9% resulted in income tax expense of approximately $28.5 million.  The abnormal tax rate differs from the federal statutory tax rate of 35% primarily due to the establishment of the previously mentioned valuation allowance against substantially all of the Company’s deferred tax assets during the three months ended June 30, 2012 (negative 87%), as well as the previously mentioned non-deductible discrete item attributable to the write-off of goodwill recorded during the three months ended June 30, 3012 (negative 21%) and tax expense associated with stock-based compensation shortfalls (negative 5%).

 

Discontinued Operations

 

Second 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 these discontinued operations for the three and six months ended June 30, 2012 and 2011 are presented in the following table:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June

 

March

 

June

 

June

 

June

 

(In thousands)

 

2012

 

2012

 

2011*

 

2012

 

2011*

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

6

 

$

37

 

$

4,929

 

$

43

 

$

10,200

 

Total expenses (excluding interest)

 

(31

)

(73

)

19,675

 

(104

)

27,408

 

Income/(loss) from discontinued operations before income taxes

 

37

 

110

 

(14,746

)

147

 

(17,208

)

Provisions for income taxes

 

60

 

78

 

(3,074

)

138

 

(4,142

)

(Loss)/income from discontinued operations, net of taxes

 

$

(23

)

$

32

 

$

(11,672

)

$

9

 

$

(13,066

)

 


*Included within the table above for the three and six months ended June 30, 2011 is a goodwill and intangible impairment charge of approximately $14.3 million.

 

8



 

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 quarters ended June 30, 2012, March 31, 2012, and June 30, 2011 and the six months ended June 30, 2012 and 2011.  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 Company’s 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.

 

9



 

Reconciliation of GAAP to Non-GAAP Loss from Continuing Operations

 

 

 

Three Months Ended June 30, 2012

 

Three Months Ended June 30, 2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Dollars in thousands, except per share amounts)

 

GAAP

 

Adjustments

 

Non-GAAP

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues:

 

$

44,647

 

$

 

$

44,647

 

$

56,379

 

$

 

$

56,379

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding interest):

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

32,606

 

 

32,606

 

37,286

 

(1,685

)(1)

35,601

 

Non-compensation expenses

 

43,792

 

(21,096

)(2)

22,696

 

16,677

 

 

16,677

 

Total expenses (excluding interest)

 

76,398

 

(21,096

)

55,302

 

53,963

 

(1,685

)

52,278

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(31,751

)

21,096

 

(10,655

)

2,416

 

1,685

 

4,101

 

Provision for income taxes

 

29,058

 

(32,074

)(3)

(3,016

)

1,164

 

718

(4)

1,882

 

Net (loss)/income from continuing operations

 

$

(60,809

)

$

53,170

 

$

(7,639

)

$

1,252

 

$

967

 

$

2,219

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted - continuing operations

 

$

(0.51

)

 

 

$

(0.06

)(5)

$

0.01

 

 

 

$

0.02

(5)

As a percentage of net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

73.0

%

 

 

73.0

%

66.1

%

 

 

63.1

%

(Loss)/income from continuing operations before income taxes

 

(71.1

)%

 

 

(23.9

)%

2.2

%

 

 

7.3

%

 


(1)         Compensation related to the resignation of the former interim CEO in the second quarter of 2011.

 

(2)         Represents the goodwill impairment charge recognized during the three months ended June 30, 2012.

 

(3)         Adjustment to remove the effects of the valuation allowance on the Company’s deferred tax assets (note:  the goodwill impairment charge is non-deductible for tax purposes).

 

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

 

(5)         Non-GAAP net (loss)/income from continuing operations divided by 119.6 million and 130.6 million dilutive shares for the three months ended June 30, 2012 and 2011, respectively.

 

10



 

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

 

 

 

Three Months Ended June 30, 2012

 

Three Months Ended March 31, 2012

 

 

 

(Unaudited)

 

(Unaudited)

 

(Dollars in thousands, except per share amounts)

 

GAAP

 

Adjustments

 

Non-GAAP

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues:

 

$

44,647

 

$

 

$

44,647

 

$

64,743

 

$

 

$

64,743

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding interest):

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

32,606

 

 

32,606

 

43,719

 

(1,650

)(1)

42,069

 

Non-compensation expenses

 

43,792

 

(21,096

)(2)

22,696

 

26,306

 

 

26,306

 

Total expenses (excluding interest)

 

76,398

 

(21,096

)

55,302

 

70,025

 

(1,650

)

68,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(31,751

)

21,096

 

(10,655

)

(5,282

)

1,650

 

(3,632

)

Provision for income taxes

 

29,058

 

(32,074

)(3)

(3,016

)

(566

)

703

(4)

137

 

Net loss from continuing operations

 

$

(60,809

)

$

53,170

 

$

(7,639

)

$

(4,716

)

$

947

 

$

(3,769

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted - continuing operations

 

$

(0.51

)

 

 

$

(0.06

)(5)

$

(0.04

)

 

 

$

(0.03

)(5)

As a percentage of net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

73.0

%

 

 

73.0

%

67.5

%

 

 

65.0

%

Loss from continuing operations before income taxes

 

(71.1

)%

 

 

(23.9

)%

(8.2

)%

 

 

(5.6

)%

 


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

 

(2)         Represents the goodwill impairment charge recognized during the three months ended June 30, 2012.

 

(3)         Adjustment to remove the effects of the valuation allowance on the Company’s deferred tax assets (note:  the goodwill impairment charge is non-deductible for tax).

 

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

 

(5)         Non-GAAP net loss from continuing operations divided by 119.6 million and 119.5 million dilutive shares for the three months ended June 30, 2012 and March 31, 2012, respectively.

 

11



 

 

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

 

 

 

Six Months Ended June 30, 2012

 

Six Months Ended June 30, 2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Dollars in thousands, except per share amounts)

 

GAAP

 

Adjustments

 

Non-GAAP

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues:

 

$

109,390

 

$

 

$

109,390

 

$

145,768

 

$

(2,330

)(1)

$

143,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding interest):

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

76,325

 

(1,650

)(2)

74,675

 

96,374

 

(1,685

)(3)

94,689

 

Non-compensation expenses

 

70,098

 

(21,096

)(4)

49,002

 

32,250

 

 

32,250

 

Total expenses (excluding interest)

 

146,423

 

(22,746

)

123,677

 

128,624

 

(1,685

)

126,939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/income from continuing operations before income taxes

 

(37,033

)

22,746

 

(14,287

)

17,144

 

(645

)

16,499

 

Provision for income taxes

 

28,492

 

(31,371

)(5)

(2,879

)

7,293

 

718

(6)

8,011

 

Net (loss)/income from continuing operations

 

$

(65,525

)

$

54,117

 

$

(11,408

)

$

9,851

 

$

(1,363

)

$

8,488

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted - continuing operations

 

$

(0.55

)

 

 

$

(0.10

)(7)

$

0.08

 

 

 

$

0.06

(7)

As a percentage of net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

69.8

%

 

 

68.3

%

66.1

%

 

 

66.0

%

(Loss)/income from continuing operations before income taxes

 

(33.9

)%

 

 

(13.1

)%

11.8

%

 

 

11.5

%

 


(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).

 

(3)  Compensation related to the resignation of the former interim CEO in the second quarter of 2011.

 

(4)  Represents the goodwill impairment charge recognized during the three months ended June 30, 2012.

 

(5)  Represents the compensation and benefits adjustment of $1.7 million multiplied by the Company’s statutory tax rate of 42.6%, plus the removal of the effects of the valuation allowance on the Company’s deferred tax assets (note:  the goodwill impairment charge is non-deductible for tax).

 

(6)  Non-GAAP adjustments (excluding the bargain purchase gain which is non-taxable) multiplied by the Company’s statutory rate of 42.6%.

 

(7)  Non-GAAP net (loss)/income from continuing operations divided by 119.2 million and 130.7 million dilutive shares for the six months ended June 30, 2012 and 2011, respectively.

 

12



 

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

 

Three Months Ended June 30, 2012

 

Three Months Ended June 30, 2011

 

Other

 

Other

 

(In thousands)

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Revenues - GAAP

 

$

1,447

 

Revenues - GAAP

 

$

1,794

 

 

 

 

 

 

 

 

 

Expenses - GAAP

 

32,420

 

Expenses - GAAP

 

8,828

 

 

 

 

 

 

 

 

 

Adjustments

 

(21,096

)(1)

Adjustments

 

(1,685

)(2)

 

 

 

 

 

 

 

 

Expenses - non GAAP

 

11,324

 

Expenses - non GAAP

 

7,143

 

 

 

 

 

 

 

 

 

Pre-tax loss from continuing operations - non GAAP

 

$

(9,877

)

Pre-tax loss from continuing operations - non GAAP

 

$

(5,349

)

 

Three Months Ended March 31, 2012

 

Credit Products

 

(In thousands)

 

 

 

 

 

 

 

Revenues - GAAP

 

$

21,717

 

 

 

 

 

Expenses - GAAP

 

22,405

 

 

 

 

 

Adjustments

 

(1,650

)(3)

 

 

 

 

Expenses - non GAAP

 

20,755

 

 

 

 

 

Pre-tax income from continuing operations - non GAAP

 

$

962

 

 


(1)  Represents the goodwill impairment charge recognized during the three months ended June 30, 2012.

 

(2)  Compensation expense related to the resignation of the former interim CEO in the second quarter of 2011.

 

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

 

13



 

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

 

Six Months Ended June 30, 2012

 

Credit Products

 

Other

 

(In thousands)

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Revenues - GAAP

 

$

39,589

 

Revenues - GAAP

 

$

4,064

 

 

 

 

 

 

 

 

 

 

 

Expenses - GAAP

 

38,992

 

Expenses - GAAP

 

42,844

 

 

 

 

 

 

 

 

 

Adjustments

 

(1,650

)(1)

Adjustments

 

(21,096

)(2)

 

 

 

 

 

 

 

 

Expenses - non GAAP

 

37,342

 

Expenses - non GAAP

 

21,748

 

 

 

 

 

 

 

 

 

Pre-tax income from continuing operations - non GAAP

 

$

2,247

 

Pre-tax loss from continuing operations - non GAAP

 

$

(17,684

)

 

Six Months Ended June 30, 2011

 

Other

 

(In thousands)

 

 

 

 

 

Revenues - GAAP

 

$

5,010

 

 

 

 

 

Adjustments

 

(2,330

)(3)

 

 

 

 

Revenues - non GAAP

 

2,680

 

 

 

 

 

Expenses - GAAP

 

18,536

 

 

 

 

 

Adjustments

 

(1,685

)(4)

 

 

 

 

Expenses - non GAAP

 

16,851

 

 

 

 

 

Pre-tax loss from continuing operations - non GAAP

 

$

(14,171

)

 


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

 

(2)  Represents the goodwill impairment charge recognized during the three months ended June 30, 2012.

 

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

 

(4)  Compensation related to the resignation of the former interim CEO in the second quarter of 2011.

 

14



 

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

 

Six Months Ended

 

 

 

June

 

March

 

June

 

June

 

June

 

(Dollars in thousands)

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

(7,639

)(1)

$

(3,769

)(1)

$

2,219

(1)

$

(11,408

)(1)

$

8,488

(1)

Plus: Amortization of intangibles, net of tax

 

70

 

70

 

418

 

141

 

871

 

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

 

(7,569

)

(3,699

)

2,637

 

(11,267

)

9,359

 

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

 

$

(30,276

)

$

(14,796

)

$

10,548

 

$

(22,534

)

$

18,718

 

 

 

 

 

 

 

 

 

 

 

 

 

Average total stockholders’ equity (GAAP)

 

$

224,150

 

$

257,560

 

$

350,568

 

$

235,808

 

$

349,098

 

Less: Average intangible assets

 

(14,674

)

(25,345

)

(113,746

)

(18,251

)

(116,250

)

Average tangible stockholders’ equity (non-GAAP)

 

$

209,476

 

$

232,215

 

$

236,822

 

$

217,557

 

$

232,848

 

Annualized return on tangible equity (non-GAAP)

 

(14.4

)%

(6.4

)%

4.5

%

(10.4

)%

8.0

%

 

Return on Average Stockholders’ Equity - Annualized (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

 

Six Months Ended

 

 

 

June

 

March

 

June

 

June

 

June

 

(Dollars in thousands)

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income from continuing operations

 

$

(60,809

)

$

(4,716

)

$

1,252

 

$

(65,525

)

$

9,851

 

Net (loss)/income from continuing operations - annualized

 

$

NM

(2)

$

(18,864

)

$

5,008

 

$

NM

(2)

$

19,702

 

 

 

 

 

 

 

 

 

 

 

 

 

Average total stockholders’ equity

 

$

224,150

 

$

257,560

 

$

350,568

 

$

235,808

 

$

349,098

 

Annualized return on stockholders’ equity

 

NM

(2)

(7.3

)%

1.4

%

NM

(2)

5.6

%

 


(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.”

 

(2)         Not meaningful

 

15



 

Summary Results of Operations

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June

 

March

 

June

 

June

 

June

 

(In thousands, except for per share amounts)

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Principal transactions

 

$

7,891

 

$

21,320

 

$

16,460

 

$

29,211

 

$

61,801

 

Commissions

 

16,197

 

19,151

 

16,339

 

35,348

 

34,798

 

Investment banking

 

9,115

 

6,678

 

10,042

 

15,793

 

20,364

 

Investment (losses)/gains, net

 

(139

)

132

 

368

 

(7

)

(318

)

Interest income

 

11,558

 

19,204

 

14,884

 

30,762

 

29,952

 

Gain from bargain purchase - ClearPoint Funding, Inc. acquisition

 

 

 

 

 

2,330

 

Fees and other

 

3,527

 

2,877

 

1,341

 

6,404

 

2,465

 

Total revenues

 

48,149

 

69,362

 

59,434

 

117,511

 

151,392

 

Interest expense

 

3,502

 

4,619

 

3,055

 

8,121

 

5,624

 

Net revenues

 

44,647

 

64,743

 

56,379

 

109,390

 

145,768

 

Non-interest expenses

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

32,606

 

43,719

 

37,286

 

76,325

 

96,374

 

Impairment of goodwill

 

21,096

 

 

 

21,096

 

 

Clearing, settlement and brokerage

 

8,695

 

12,993

 

5,284

 

21,688

 

10,071

 

Communications and data processing

 

3,160

 

3,319

 

3,279

 

6,479

 

6,494

 

Occupancy, depreciation and amortization

 

2,236

 

2,134

 

2,159

 

4,370

 

4,071

 

Business development

 

981

 

1,018

 

1,236

 

1,999

 

2,344

 

Other

 

7,624

 

6,842

 

4,719

 

14,466

 

9,270

 

Total non-interest expenses

 

76,398

 

70,025

 

53,963

 

146,423

 

128,624

 

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

 

(31,751

)

(5,282

)

2,416

 

(37,033

)

17,144

 

Income tax expense/(benefit)

 

29,058

 

(566

)

1,164

 

28,492

 

7,293

 

(Loss)/income from continuing operations

 

(60,809

)

(4,716

)

1,252

 

(65,525

)

9,851

 

(Loss)/income from discontinued operations, net of taxes

 

(23

)

32

 

(11,672

)

9

 

(13,066

)

Net loss

 

$

(60,832

)

$

(4,684

)

$

(10,420

)

$

(65,516

)

$

(3,215

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

Basic (loss)/income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.51

)

$

(0,04

)

$

0.01

 

$

(0.55

)

$

0.08

 

Discontinued operations

 

 

(0.00

)

(0.09

)

 

(0.11

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income per share

 

$

(0.51

)

$

(0.04

)

$

(0.08

)

$

(0.55

)

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (loss)/income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.51

)

$

(0,04

)

$

0.01

 

$

(0.55

)

$

0.08

 

Discontinued operations

 

 

(0.00

)

(0.09

)

 

(0.10

)

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)/income per share

 

$

(0.51

)

$

(0.04

)

$

(0.08

)

$

(0.55

)

$

(0.02

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

119,564

 

119,510

 

124,061

 

119,176

 

123,825

 

Diluted

 

119,564

 

119,510

 

130,606

 

119,176

 

130,698

 

 

16



 

Consolidated Statement of Financial Condition (Unaudited)

 

 

 

June 30,

 

March 31,

 

December 31,

 

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

 

2012

 

2012

 

2011

 

Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

52,733

 

$

32,688

 

$

36,672

 

Cash and securities segregated for regulatory and other purposes

 

1,150

 

2,000

 

9,612

 

Securities purchased under agreements to resell

 

1,879,740

 

2,984,884

 

1,523,227

 

Receivables from

 

 

 

 

 

 

 

Brokers, dealers and clearing organizations

 

31,582

 

89,834

 

58,776

 

Related parties

 

1,362

 

1,337

 

1,337

 

Other

 

16,218

 

15,364

 

16,161

 

Financial instruments owned, at fair value

 

763,550

 

1,457,273

 

1,554,660

 

Investments

 

19,090

 

18,440

 

18,310

 

Office equipment and leasehold improvements, net

 

6,164

 

6,608

 

6,735

 

Goodwill

 

 

21,096

 

21,096

 

Intangible assets

 

4,064

 

4,187

 

4,311

 

Income taxes receivable

 

4,623

 

9,094

 

12,102

 

Deferred tax assets, net

 

581

 

27,193

 

30,766

 

Other assets

 

9,896

 

9,843

 

9,791

 

Total Assets

 

$

2,790,753

 

$

4,679,841

 

$

3,303,556

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Payables to:

 

 

 

 

 

 

 

Brokers, dealers and clearing organizations

 

$

500,882

 

$

1,054,028

 

$

1,108,664

 

Related parties

 

594

 

4,956

 

4,939

 

Other

 

3,676

 

3,773

 

3,243

 

Securities sold under agreements to repurchase

 

1,904,807

 

2,979,606

 

1,478,081

 

Securities sold, but not yet purchased, at fair value

 

110,333

 

233,499

 

184,996

 

Secured borrowings

 

46,718

 

117,195

 

213,611

 

Accrued compensation

 

15,540

 

10,596

 

26,274

 

Accounts payable and accrued expenses

 

11,536

 

13,562

 

18,223

 

Income taxes payable

 

3,770

 

4,082

 

3,979

 

Deferred tax liabilities

 

 

1,746

 

1,622

 

Subordinated debt

 

595

 

801

 

801

 

Total Liabilities

 

2,598,451

 

4,423,844

 

3,044,433

 

Stockholders’ Equity

 

 

 

 

 

 

 

Common stock ($.01 par value; authorized 200,000,000 shares)

 

1,337

 

1,337

 

1,337

 

Additional paid-in capital

 

452,299

 

455,540

 

463,497

 

Deferred compensation

 

124

 

161

 

161

 

Accumulated deficit

 

(251,403

)

(190,571

)

(185,887

)

Treasury stock, at cost

 

(10,055

)

(10,470

)

(19,985

)

Total Stockholders’ Equity

 

192,302

 

255,997

 

259,123

 

Total Liabilities and Stockholders’ Equity

 

$

2,790,753

 

$

4,679,841

 

$

3,303,556

 

 

 

 

 

 

 

 

 

Common stock (in shares)

 

 

 

 

 

 

 

Shares issued:

 

133,769,219

 

133,769,219

 

133,714,786

 

Shares outstanding:

 

125,731,141

 

127,072,570

 

120,883,601

 

 

 

 

 

 

 

 

 

Treasury stock (in shares):

 

8,038,078

 

6,696,649

 

12,831,185

 

 

17



 

Conference Call Information

 

The Company will hold a conference call today, August 7, 2012, at 8:30 A.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 888.771.4384 (domestic) or 847.585.4409 (international), participant passcode 9810870#, 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.yourconferencecenter.com/confcenter/PinCode/Pin_Code.aspx?100374&o=UXkEvkyIcSUzXB

 

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 888.843.7419 (domestic) or 630.652.3042 (international), participant passcode 9810870#.

 

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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For Additional Information Please Contact:

 

Investor Contact

Media Contact

Gleacher & Company, Inc.

Joele Frank, Wilkinson Brimmer Katcher

Thomas J. Hughes

Andrew Siegel / Nick Lamplough

Chief Executive Officer

212.355.4449

212.273.7100

 

 

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