UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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EXPLANATORY NOTE
This filing consists of a press release issued by Gleacher & Company, Inc. on May 9, 2013.
GLEACHER & COMPANY REPORTS FIRST QUARTER
2013 FINANCIAL RESULTS
NEW YORK, N.Y., May 9, 2013 — Gleacher & Company, Inc. (Nasdaq: GLCH) today reported net revenues from continuing operations of $26.9 million, net loss from continuing operations of ($13.7) million, and diluted loss per share of ($0.15).
Developments
· Q1 results benefited by performance of Investment Banking
· Company has exited its Fixed Income business
· ClearPoint, now a discontinued operation, closed on sale of substantially all of its assets to Homeward Residential, Inc., a wholly owned subsidiary of Ocwen Financial Corporation
· Company’s prospects uncertain
Recent Developments — Exit of Fixed Income Businesses
The Company has disclosed, in previous filings, various uncertainties that have adversely impacted counterparty relationships, employee turnover, and operating results. These factors have impacted the overall stability of the Company’s platform, and have caused a significant decline in revenue for the first quarter of 2013.
Given these adverse developments, on April 5, 2013 the Company’s Board of Directors approved a plan to discontinue operations in its MBS & Rates and Credit Products Divisions. The plan is expected to be completed by the end of the second quarter 2013. Exiting these businesses, together with associated rightsizing of administrative and other support personnel, could impact up to approximately 160 employees. The plan did not include the Company’s other business operations, principally Investment Banking.
The Company expects the total charge in connection with this plan will be between $15 million and $20 million. Of the total charge, the Company estimates that between $11 million and $16 million will result in future cash expenditures. The major costs associated with the plan, and an estimate of each, are as follows:
· between $11 million and $13 million related to severance and other compensation costs; and
· between $4 million and $7 million in costs associated with third-party vendor contracts and other costs (excluding lease commitments).
The Company is currently evaluating its alternatives with respect to its lease commitments, principally its headquarters in New York City, and is therefore unable to estimate a lease restructuring cost, if any, at this time. The lease on the Company’s headquarters relates to 84,000 square feet of space with an average cost per square foot of $62 and expires April 30, 2025. The Company’s plans with regards to this space are uncertain pending the change in the board of directors, which will result from the 2013 Annual Stockholders Meeting to be held May 23. If the Company determines to vacate some or all of this space, it could incur substantial lease restructuring expense, which it would seek to minimize through subleasing or other cost reduction measures.
The Company’s cash position, as of March 31, 2013, was approximately $90.0 million, which included approximately $37.6 million of excess equity (funds that are readily available to the Company) held at the firm’s clearing broker and approximately $12.0 million of deposits at clearing organizations. As of May 6, 2013, the Company’s cash position increased to approximately $105 million, excluding remaining financial instruments owned of approximately $6 million, which are fully paid for. The increase resulted from the sale of financial instruments owned and the collection of related principal and interest. These cash inflows were partially offset by ongoing operating expenses, restructuring costs of approximately $6.0 million associated with the plan to exit Fixed Income, as well as estimated net trading losses of approximately $3.0 million to $4.0 million recognized by the MBS & Rates division in connection with its wind down, subsequent to March 31st.
The results of the Company’s MBS & Rates and Credit Products divisions, including the restructuring costs mentioned above, will be reported within discontinued operations in the second quarter of 2013.
Outlook
The Company’s ability to generate revenue and continue business operations subsequent to exiting its Fixed Income businesses depends principally on its Investment Banking activity, and in particular, generating fees for advisory services. Given the Company’s state, its ability to generate future Investment Banking revenues is currently uncertain. Unless the Company is able to generate significant Investment Banking revenues, or develop new and profitable business lines, the Company will continue to operate at a loss.
At the Company’s 2013 Annual Stockholders Meeting to be held May 23, the board of directors will be largely reconstituted, with director slates expected to be nominated by each of MatlinPatterson FA Acquisition LLC (“MatlinPatterson”) and affiliates of Clinton Group, Inc. (collectively, “Clinton”). Clinton has filed preliminary materials with the Securities and Exchange Commission indicating that its slate of director nominees favors a turnaround plan that focuses on new business lines. According to these materials, Clinton’s turnaround plan would include rebuilding the Company around Asset Management and related Investment Banking and other services.
MatlinPatterson has recently filed preliminary materials with the SEC indicating that its slate of directors envisions three potential avenues for optimizing stockholder value: winding down the Company’s business and distributing proceeds to the stockholders; pursuing a strategic alternative such as a merger or sale of the business; and re-investing the Company’s liquid assets in favorable opportunities.
Given these facts, the Company’s prospects are highly uncertain.
Summary of Financial Results
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Three Months Ended |
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March 31, |
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December 31, |
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March 31, |
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(In thousands, except for per share amounts) |
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2013 |
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2012 |
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2012 |
| |||
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|
|
(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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Consolidated Results |
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Net revenues — continuing operations |
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$ |
26,850 |
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$ |
36,979 |
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$ |
48,966 |
|
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Pre-tax loss from continuing operations |
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$ |
(13,578 |
) |
$ |
(11,404 |
) |
$ |
(2,358 |
) |
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Net loss from continuing operations |
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$ |
(13,663 |
) |
$ |
(11,597 |
) |
$ |
(3,032 |
) |
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Discontinued operations, net of taxes |
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$ |
(4,308 |
) |
$ |
335 |
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$ |
(1,652 |
) |
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|
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| |||
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Earnings per share: |
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| |||
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Diluted - continuing operations |
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$ |
(0.11 |
) |
$ |
(0.10 |
) |
$ |
(0.03 |
) |
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Diluted - discontinued operations |
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$ |
(0.04 |
) |
$ |
0.00 |
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$ |
(0.01 |
) |
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Diluted earnings per share — total: |
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$ |
(0.15 |
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$ |
(0.09 |
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$ |
(0.04 |
) |
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Business Segment Results (Continuing Operations) |
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Net revenues: |
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Investment Banking |
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$ |
15,032 |
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$ |
12,680 |
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$ |
4,533 |
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MBS & Rates |
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(722 |
) |
6,081 |
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20,331 |
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Credit Products |
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11,825 |
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16,039 |
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21,716 |
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Net revenues — operating segments |
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26,135 |
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34,800 |
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46,580 |
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Other |
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715 |
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2,179 |
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2,386 |
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Total |
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$ |
26,850 |
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$ |
36,979 |
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$ |
48,966 |
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Pre-tax (loss)/income from continuing operations: |
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Investment Banking |
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$ |
3,345 |
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$ |
2,061 |
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$ |
579 |
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MBS & Rates |
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(8,254 |
) |
(5,434 |
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5,487 |
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Credit Products |
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(417 |
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(795 |
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(688 |
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Pre-tax (loss)/income — operating segments |
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(5,326 |
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(4,168 |
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5,378 |
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Other |
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(8,252 |
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(7,236 |
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(7,736 |
) | |||
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Total |
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$ |
(13,578 |
) |
$ |
(11,404 |
) |
$ |
(2,358 |
) |
Investment Banking
Net revenues were $15.0 million for the quarter ended March 31, 2013, an improvement of $2.4 million compared to the prior-period quarter and $10.5 million compared to the first quarter of 2012.
The composition of the division’s investment banking revenues was as follows:
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Three Months Ended |
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March 31, |
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December, 31 |
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March 31, |
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(In thousands) |
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2013 |
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2012 |
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2012 |
| |||
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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Advisory |
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$ |
14,670 |
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$ |
12,636 |
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$ |
2,530 |
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Capital Markets |
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362 |
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44 |
|
2,003 |
| |||
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Total: |
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$ |
15,032 |
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$ |
12,680 |
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$ |
4,533 |
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MBS & Rates
Net revenues were ($0.7) million for the quarter ended March 31, 2013, a decline of $6.8 million compared to the prior-period quarter and $21.1 million compared to the first quarter of 2012. The net revenues for the first quarter of 2013 were comprised of sales and trading losses of $7.6 million, offset by net interest income of $6.8 million and investment banking revenues of $0.1 million. The sales and trading losses were largely attributable to the previously disclosed adverse developments, which resulted in a number of our trading counterparties reducing or suspending trading activities with us. In light of these developments, the Company reduced the size of the division’s balance sheet during the first quarter, suffering trading losses of approximately $5.0 million in connection with its efforts (sales and trading results also include prepayment losses on agency mortgage-backed securities positions). The division also experienced lower net interest income during the current quarter, when compared to the prior periods, due to the lower average inventory levels.
Substantially all remaining financial instruments held by this division have since been sold. In connection with this wind down, estimated net trading losses of approximately $3.0 million to $4.0 million are expected to be recognized in the second quarter of 2013. The results of the MBS & Rates division will also be reclassified as a discontinued operation in the second quarter of 2013.
Credit Products
Net revenues were $11.8 million for the quarter ended March 31, 2013, a decline of $4.2 million compared to the prior-period quarter and $9.9 million compared to the first quarter of 2012. On February 20, 2013, the Company confirmed the departure of approximately 20 professionals previously employed within this division. These and other departures, as well as previously disclosed adverse developments, had a materially adverse impact on the division’s sales and trading activities.
The results of the Credit Products division will be reclassified as a discontinued operation in the second quarter of 2013.
Other
Net revenues were $0.7 million for the quarter ended March 31, 2013, a decline of $1.5 million compared to the prior-period quarter and $1.7 million compared to the first quarter of 2012. The declines in other revenues include reduced cost of capital charges to the MBS & Rates division (which are eliminated within the consolidated results) due to lower average inventory levels. In addition, net revenues were lower when compared to the prior-period quarter due to changes in value of the Company’s FATV investment.
Consolidated Compensation and Benefits Expenses (from continuing operations)
Compensation and benefits expense from continuing operations was $29.1 million for the quarter ended March 31, 2013, a decline of $9.2 million compared to the prior-period quarter, and a decline of $10.3 million compared to the first quarter of 2012. These declines are primarily attributable to the declines in sales and trading revenues within the MBS & Rates and Credit Products divisions, as a significant portion of compensation within these divisions is variable. However, the Company’s compensation and benefits expense as a percentage of net revenues from continuing operations was 108.4% for the first quarter of 2013, adversely affected by the previously mentioned trading losses incurred in connection with the MBS & Rates division reducing the size of its balance sheet, as well as the ratio of fixed compensation costs firm-wide in relation to the reduced revenues. Fixed compensation costs are expected to be reduced in connection with the Company’s previously mentioned restructuring, which is expected to impact up to 160 employees.
Consolidated Non-Compensation Expenses (from continuing operations)
Non-compensation expenses from continuing operations were $11.3 million for the quarter ended March 31, 2013, compared to $10.0 million for the prior-period quarter and $11.9 million for the first quarter of 2012. The increase in non-compensation expenses from continuing operations of $1.3 million when compared to the prior-period quarter included higher professional fees incurred in connection with the developments leading up to the Company’s decision to exit the MBS & Rates and Credit Products businesses, effective in the second quarter of 2013. Non-compensation expenses from continuing operations decreased $0.6 million when compared to the first quarter of 2012, and included lower clearing, settlement and brokerage expenses on lower trading volumes.
Provision for Income Taxes
Quarter Ended March 31, 2013
The Company provided for a full valuation allowance against the net operating losses generated during the quarter ended March 31, 2013, resulting in no income tax benefit. Income tax expense of $0.1 million is due to state franchise taxes and interest expense on uncertain tax positions.
Discontinued Operations
The Company has classified the results of ClearPoint as discontinued operations due to the sale of substantially all of ClearPoint’s assets on February 22, 2013. This includes the reclassification of ClearPoint’s results for prior periods in order to conform to the current period presentation. Discontinued operations also include residual profits and losses related to the Equities division due to the Company’s decision to exit this business on August 22, 2011.
Results of these discontinued operations are presented in the following table:
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Three Months Ended |
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|
|
|
March 31, |
|
December 31, |
|
March 31, |
| |||
|
(In thousands) |
|
2013 |
|
2012 |
|
2012 |
| |||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
| |||
|
|
|
|
|
|
|
|
| |||
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Net revenues |
|
|
|
|
|
|
| |||
|
ClearPoint |
|
$ |
4,408 |
|
$ |
13,615 |
|
$ |
15,545 |
|
|
Equities division |
|
76 |
|
— |
|
37 |
| |||
|
Total net revenues |
|
4,484 |
|
13,615 |
|
15,582 |
| |||
|
Total expenses (excluding interest) |
|
|
|
|
|
|
| |||
|
ClearPoint |
|
8,711 |
|
13,504 |
|
18,469 |
| |||
|
Equities division |
|
81 |
|
(224 |
) |
(73 |
) | |||
|
Total expenses |
|
8,792 |
|
13,280 |
|
18,396 |
| |||
|
(Loss)/income from discontinued operations before income taxes |
|
(4,308 |
)* |
335 |
|
(2,814 |
) | |||
|
Provision for income taxes |
|
— |
|
— |
|
(1,162 |
) | |||
|
(Loss)/income from discontinued operations, net of taxes |
|
$ |
(4,308 |
) |
$ |
335 |
|
$ |
(1,652 |
) |
*Included within the table above for the three months ended March 31, 2013 is (i) a ClearPoint restructuring charge of approximately $2.8 million and (ii) a loss of approximately $1.1 million on ClearPoint assets sold to Homeward.
Summary Results of Operations
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|
|
Three Months Ended |
| |||||||
|
|
|
March 31, |
|
December 31, |
|
March 31, |
| |||
|
(In thousands, except for per share amounts) |
|
2013 |
|
2012 |
|
2012 |
| |||
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
| |||
|
Revenues: |
|
|
|
|
|
|
| |||
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Principal transactions |
|
$ |
(6,999 |
) |
$ |
(4,332 |
) |
$ |
8,499 |
|
|
Commissions |
|
10,181 |
|
18,240 |
|
19,151 |
| |||
|
Investment banking |
|
15,173 |
|
12,765 |
|
6,678 |
| |||
|
Investment gains/(losses), net |
|
172 |
|
1,077 |
|
132 |
| |||
|
Interest income |
|
8,966 |
|
10,379 |
|
16,761 |
| |||
|
Fees and other |
|
964 |
|
675 |
|
514 |
| |||
|
Total revenues |
|
28,457 |
|
38,804 |
|
51,735 |
| |||
|
Interest expense |
|
1,607 |
|
1,825 |
|
2,769 |
| |||
|
Net revenues |
|
26,850 |
|
36,979 |
|
48,966 |
| |||
|
Non-interest expenses |
|
|
|
|
|
|
| |||
|
Compensation and benefits |
|
29,115 |
|
38,336 |
|
39,392 |
| |||
|
Professional fees |
|
3,227 |
|
2,601 |
|
3,556 |
| |||
|
Communications and data processing |
|
3,147 |
|
3,013 |
|
3,252 |
| |||
|
Occupancy, depreciation and amortization |
|
1,908 |
|
2,080 |
|
1,916 |
| |||
|
Clearing, settlement and brokerage |
|
1,009 |
|
838 |
|
1,570 |
| |||
|
Business development |
|
753 |
|
863 |
|
918 |
| |||
|
Other |
|
1,269 |
|
652 |
|
720 |
| |||
|
Total non-interest expenses |
|
40,428 |
|
48,383 |
|
51,324 |
| |||
|
Loss from continuing operations before income taxes and discontinued operations |
|
(13,578 |
) |
(11,404 |
) |
(2,358 |
) | |||
|
Income tax expense |
|
85 |
|
193 |
|
674 |
| |||
|
Loss from continuing operations |
|
(13,663 |
) |
(11,597 |
) |
(3,032 |
) | |||
|
(Loss)/income from discontinued operations, net of taxes |
|
(4,308 |
) |
335 |
|
(1,652 |
) | |||
|
Net loss |
|
$ |
(17,971 |
) |
$ |
(11,262 |
) |
$ |
(4,684 |
) |
|
|
|
|
|
|
|
|
| |||
|
Earnings per share: |
|
|
|
|
|
|
| |||
|
Basic (loss)/income per share |
|
|
|
|
|
|
| |||
|
Continuing operations |
|
$ |
(0.11 |
) |
$ |
(0.10 |
) |
$ |
(0.03 |
) |
|
Discontinued operations |
|
(0.04 |
) |
0.00 |
|
(0.01 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share |
|
$ |
(0.15 |
) |
$ |
(0.09 |
) |
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
| |||
|
Diluted (loss)/income per share |
|
|
|
|
|
|
| |||
|
Continuing operations |
|
$ |
(0.11 |
) |
$ |
(0.10 |
) |
$ |
(0.03 |
) |
|
Discontinued operations |
|
(0.04 |
) |
0.00 |
|
(0.01 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share |
|
$ |
(0.15 |
) |
$ |
(0.09 |
) |
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
| |||
|
Weighted average number of shares of common stock: |
|
|
|
|
|
|
| |||
|
Basic |
|
119,510 |
|
118,977 |
|
119,510 |
| |||
|
Diluted |
|
119,510 |
|
118,977 |
|
119,510 |
| |||
Consolidated Statement of Financial Condition (Unaudited)
|
|
|
March 31, |
|
December 31, |
| ||
|
(In thousands, except for share and per share amounts) |
|
2013 |
|
2012 |
| ||
|
Assets: |
|
|
|
|
| ||
|
Cash and cash equivalents |
|
$ |
40,412 |
|
$ |
44,868 |
|
|
Cash and securities segregated for regulatory and other purposes |
|
6,000 |
|
13,000 |
| ||
|
Securities purchased under agreements to resell |
|
20,816 |
|
— |
| ||
|
Receivables from |
|
|
|
|
| ||
|
Brokers, dealers and clearing organizations |
|
13,437 |
|
12,824 |
| ||
|
Related parties |
|
1,474 |
|
1,474 |
| ||
|
Other |
|
10,078 |
|
12,563 |
| ||
|
Financial instruments owned, at fair value |
|
479,232 |
|
1,096,181 |
| ||
|
Loans held for sale, ClearPoint, at fair value |
|
7,693 |
|
— |
| ||
|
Investments |
|
21,597 |
|
20,478 |
| ||
|
Office equipment and leasehold improvements, net |
|
4,507 |
|
5,311 |
| ||
|
Goodwill |
|
1,212 |
|
1,212 |
| ||
|
Intangible assets |
|
4,551 |
|
5,303 |
| ||
|
Income taxes receivable |
|
4,379 |
|
7,394 |
| ||
|
Deferred tax assets, net |
|
— |
|
— |
| ||
|
Other assets |
|
10,008 |
|
9,030 |
| ||
|
Total Assets |
|
$ |
625,396 |
|
$ |
1,229,638 |
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
| ||
|
Liabilities |
|
|
|
|
| ||
|
Payables to: |
|
|
|
|
| ||
|
Brokers, dealers and clearing organizations |
|
$ |
409,213 |
|
$ |
638,009 |
|
|
Related parties |
|
2,984 |
|
2,944 |
| ||
|
Other |
|
2,684 |
|
2,251 |
| ||
|
Securities sold under agreements to repurchase |
|
— |
|
159,386 |
| ||
|
Securities sold, but not yet purchased, at fair value |
|
21,713 |
|
132,730 |
| ||
|
Secured borrowings, ClearPoint |
|
4,272 |
|
64,908 |
| ||
|
Accrued compensation |
|
9,568 |
|
34,199 |
| ||
|
Accounts payable and accrued expenses |
|
7,519 |
|
9,866 |
| ||
|
Income taxes payable |
|
3,827 |
|
3,755 |
| ||
|
Subordinated debt |
|
595 |
|
595 |
| ||
|
Total Liabilities |
|
462,375 |
|
1,048,643 |
| ||
|
Stockholders’ Equity |
|
|
|
|
| ||
|
Common stock ($.01 par value; authorized 200,000,000 shares) |
|
1,337 |
|
1,337 |
| ||
|
Additional paid-in capital |
|
454,779 |
|
453,938 |
| ||
|
Deferred compensation |
|
124 |
|
124 |
| ||
|
Accumulated deficit |
|
(281,548 |
) |
(263,577 |
) | ||
|
Treasury stock, at cost |
|
(11,671 |
) |
(10,827 |
) | ||
|
Total Stockholders’ Equity |
|
163,021 |
|
180,995 |
| ||
|
Total Liabilities and Stockholders’ Equity |
|
$ |
625,396 |
|
$ |
1,229,638 |
|
|
|
|
|
|
|
| ||
|
Common stock (in shares) |
|
|
|
|
| ||
|
Shares issued: |
|
133,769,219 |
|
133,769,219 |
| ||
|
Shares outstanding: |
|
122,942,752 |
|
124,440,655 |
| ||
|
|
|
|
|
|
| ||
|
Treasury stock (in shares): |
|
10,826,467 |
|
9,328,564 |
| ||
About Gleacher & Company
Gleacher & Company, Inc. (Nasdaq: GLCH) is an independent investment bank that provides clients with strategic and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis. 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. You are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake to update any of its forward-looking statements. Also, the Company’s board of directors will be largely reconstituted at the 2013 Annual Stockholders Meeting to be held May 23. The directors elected at that meeting could subsequently make decisions that fundamentally change the Company.
For Additional Information Please Contact:
|
Investor Contact |
|
Media Contact |
|
Gleacher & Company, Inc. |
|
Rubenstein Associates |
|
Thomas J. Hughes |
|
Marcia Horowitz |
|
Chief Executive Officer |
|
212.843.8014 |
|
212.273.7100 |
|
|