Business & Finance
Business and Finance
Business and Finance
Thu, October 28, 2010
Wed, October 27, 2010 Gleacher & Company Announces Third Quarter Results with Net Revenues of $65 Million
NEW YORK--([ BUSINESS WIRE ])--Gleacher & Company, Inc. (Nasdaq: GLCH) today announced that Peter McNierney, the Companya™s President and Chief Operating Officer, has assumed the additional role of interim Chief Executive Officer. Eric Gleacher will continue as Chairman of the Board of Directors and will resume his full-time role of supporting the Companya™s corporate clients on their strategic initiatives. The Company has launched a search for a permanent Chief Executive Officer that will include both internal and external candidates.
"Peter has done a terrific job as President and Chief Operating Officer, and he is more than ready to take on the additional role of Chief Executive Officer."
The Company also reported today financial results for the third quarter ended September 30, 2010. The Company will hold a conference call today, October 27, 2010, at 5:00 P.M. (EDT) (See Conference Call Information below) to discuss these results.
Results for the three months and nine months ended September 30, 2010 and September 30, 2009 | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
| Net revenues (including net interest income): | $ | 65,045 | $ | 97,324 | $ | 198,881 | $ | 260,629 | ||||||||||||||
(Loss) / income from continuing operations | (2,464 | ) | 19,067 | (11,550 | ) | 47,418 | ||||||||||||||||
| Add back special charges: | ||||||||||||||||||||||
| Compensation expense(1) | 2,256 | - | 15,562 | - | ||||||||||||||||||
| Lease termination expense(2) | - | - | 3,190 | - | ||||||||||||||||||
| Loss on extinguishment of mandatorily redeemable preferred stock(3) | 1,608 | - | 1,608 | - | ||||||||||||||||||
| Indemnification receivable(4) | 812 | - | 812 | - | ||||||||||||||||||
| Total special charges | 4,676 | 21,172 | ||||||||||||||||||||
Adjusted (loss) / income from continuing | $ | 2,212 | $ | 19,067 | $ | 9,622 | $ | 47,418 | ||||||||||||||
| (1) | Represents expenses recorded during (i) the third quarter of 2010 of approximately $2.3 million non-cash compensation in connection with a letter agreement, dated September 21, 2010, regarding a senior executivea™s continued employment and (ii) the first quarter of 2010 of approximately $13.3 million relating to the resignations of former senior executive officers. | |
| (2) | See the paragraph captioned aNon-GAAP Financial Measuresa for additional information. | |
| (3) | Represents a non-tax deductible loss on the early redemption of the $25 million par value 14% mandatorily redeemable preferred stock, which was redeemed on September 28, 2010. | |
| (4) | Represents the partial revaluation of an indemnification receivable from the former shareholders of Gleacher Partners, Inc. in connection with certain pre-acquisition tax liabilities. This expense is offset by a tax benefit recorded within the income tax provision. |
Results of the third quarter include:
- Net revenues of $65.0 million for the third quarter of 2010, compared to $97.3 million for the third quarter of 2009.
- Early redemption of the $25 million par value 14% Mandatorily Redeemable Preferred Stock. Absent this redemption, the Company would have paid non-deductible interest expense of approximately $3.5 million and $1.8 million in 2011 and 2012, respectively.
- Pre-tax loss of $2.5 million, which includes $4.7 million of special charges.
- Annualized net revenue per employee of $0.7 million.
Since the end of the third quarter, the Company has also taken the following measures:
- Launched a residential mortgage banking initiative through entering an agreement to acquire ClearPoint Funding, Inc., a residential, non-depository mortgage lender currently licensed as an independent mortgage lender in 13 states and Washington, D.C. ClearPoint Funding is a HUD Direct Endorsed Lender and currently employs approximately 100 employees. The agreement is subject to customary closing conditions and regulatory approvals. The Company expects the acquisition to close during the first quarter of 2011.
- Approval by the Board of Directors of a share repurchase program for up to $25 million in Company common stock. In implementing the repurchase program, the Company intends to review market conditions and make purchases at such times as it believes prudent and in accordance with applicable securities laws.
aWhile I am pleased to have served as Chief Executive Officer during this time of transition for the Company, I decided that it was time for me to focus all of my efforts on our investment banking business. Petera™s assumption of the Chief Executive role will allow me the opportunity to do that,a Mr. Gleacher said. aPeter has done a terrific job as President and Chief Operating Officer, and he is more than ready to take on the additional role of Chief Executive Officer.a
Mr. McNierney said, aOur firm is in terrific shape financially and strategically with a diverse product set and over 370 employees. As the market environment improves, we are in a great position to take market share in both investment banking and secondary sales and trading.a
Overview of Financial Results for the Three Months Ended September 30, 2010 and September 30, 2009 | ||||||||||
(In thousands, except per share amounts) | ||||||||||
(Unaudited Consolidated Statements of Operations) | ||||||||||
Three Months Ended | ||||||||||
| 2010 | 2009 | |||||||||
| Revenues: | ||||||||||
| Principal transactions | $ | 35,592 | $ | 66,369 | ||||||
| Commissions | 4,434 | 5,570 | ||||||||
| Investment banking | 11,765 | 12,433 | ||||||||
| Investment gains, net | 979 | 2,698 | ||||||||
| Interest | 14,130 | 11,571 | ||||||||
| Fees and other | 1,082 | 1,610 | ||||||||
| Total revenues | 67,982 | 100,251 | ||||||||
| Interest expense | 2,937 | 2,927 | ||||||||
| Net revenues | 65,045 | 97,324 | ||||||||
| Expenses (excluding interest): | ||||||||||
| Compensation and benefits* | 52,234 | 66,177 | ||||||||
| Clearing, settlement and brokerage | 1,881 | 1,318 | ||||||||
| Communications and data processing | 3,524 | 2,738 | ||||||||
| Occupancy, depreciation and amortization | 2,209 | 2,328 | ||||||||
| Amortization of intangible assets | 869 | 1,765 | ||||||||
| Selling | 1,342 | 1,429 | ||||||||
| Loss from extinguishment of mandatorily redeemable preferred stock | 1,608 | - | ||||||||
| Other | 3,842 | 2,502 | ||||||||
| Total expenses (excluding interest) | 67,509 | 78,257 | ||||||||
| (Loss) / income before income taxes and discontinued operations | (2,464) | 19,067 | ||||||||
| Income tax (benefit) / expense | 272 | (4,892) | ||||||||
| (Loss) / income from continuing operations | (2,736) | 23,959 | ||||||||
| Loss from discontinued operations, net of taxes | - | - | ||||||||
| Net (loss) / income | $ | (2,736) | $ | 23,959 | ||||||
Per share data: | ||||||||||
| Basic (loss) / earnings per share: | ||||||||||
| Continuing operations | $ | (0.02) | $ | 0.22 | ||||||
| Discontinued operations | - | - | ||||||||
| Net (loss) / income per share | $ | (0.02) | $ | 0.22 | ||||||
| Diluted (loss) / earnings per share: | ||||||||||
| Continuing operations | $ | (0.02) | $ | 0.20 | ||||||
| Discontinued operations | - | - | ||||||||
| Net (loss) / income per share | $ | (0.02) | $ | 0.20 | ||||||
Weighted average common and common equivalent shares outstanding: | ||||||||||
| Basic | 121,773 | 110,322 | ||||||||
| Diluted | 121,773 | 118,829 | ||||||||
*Compensation and benefits detail: | ||||||||||
| Salary, bonus and benefits | $ | 42,410 | $ | 57,952 | ||||||
| Earnout associated with BNY transaction | 2,870 | 4,367 | ||||||||
| Employee stock-based compensation | 6,954 | 3,858 | ||||||||
| Total | $ | 52,234 | $ | 66,177 | ||||||
Discussion of operating results for the three months ended September 30, 2010 compared to the three months ended September 30, 2009
Net revenues for the third quarter of 2010 were $65.0 million, a decrease of $32.3 million, or 33 percent, from $97.3 million in the third quarter of 2009. Pre-tax loss from continuing operations in the third quarter was $2.5 million compared to pre-tax income from continuing operations of $19.1 million in the prior year quarter. The third quarter pre-tax loss includes $4.7 million of special charges previously identified in this press release.
Revenues from principal transactions and commissions were $40.0 million in the third quarter of 2010, a decrease of $31.9 million, or 44 percent, compared to the third quarter of 2009, primarily due to decreased revenues of $8.4 million in corporate credit and $22.9 million in mortgage and asset backed securities. Investment banking revenues decreased $0.7 million compared to the third quarter of 2009 to $11.8 million. Investment gains, which represent the change in value of the Companya™s investment in the FATV fund, were $1.0 million in the third quarter of 2010 compared to investment gains of $2.7 million in the third quarter of 2009. Net interest income increased by $2.5 million over the third quarter of 2009 to $11.2 million in the third quarter of 2010, due to the combination of coupon interest generated on higher mortgage and asset backed securities inventory levels and lower funding costs. Fees and other revenues of $1.1 million decreased $0.5 million primarily due to the sale of a Boston Stock Exchange seat in the third quarter of 2009 which generated a gain of $0.3 million.
Non-interest expenses for the third quarter of 2010 of $67.5 million decreased $10.7 million, or 14 percent, compared to $78.3 million in the third quarter of 2009. In the third quarter of 2010, compensation and benefits expense was $52.2 million, a decrease of $13.9 million, or 21 percent, over the prior year quarter, primarily due to the decrease in revenues, which was partially offset by the approximately $2.3 million of non-cash compensation expense associated with the modification to fully vest a senior executivea™s unvested restricted stock units and options in connection with a letter agreement regarding such executivea™s continued employment, and the compensation and benefit expense associated with increased headcount. Clearing, settlement and brokerage costs were $1.9 million, an increase of $0.6 million, or 43 percent, compared to the prior year quarter due to an increase in the costs associated with the expansion of our equity trading capabilities. Communications and data processing expense of $3.5 million increased by $0.8 million compared to the third quarter of 2009 due to increased headcount across our business segments. Occupancy, depreciation and amortization expense of $2.2 million decreased $0.1 million, or 5 percent, compared to the third quarter of 2009 due to savings realized by the consolidation of our office space in New York City. Amortization of intangibles decreased $0.9 million, or 51 percent, to $0.9 million in the third quarter of 2010 due to a decrease in amortization expense related to the acquisition of Gleacher Partners. Selling expense remained relatively unchanged. In the third quarter of 2010, the Company recorded a $1.6 million loss as a result of the early redemption of the $25 million par value 14% mandatorily redeemable preferred stock. Other expenses increased $1.3 million, or 54 percent, to $3.8 million in the third quarter of 2010 primarily due to an increase in professional fees and a partial revaluation of an indemnification receivable from the former shareholders of Gleacher Partners, Inc. in connection with certain pre-acquisition tax liabilities. This $0.8 million is offset by a tax benefit recorded within the income tax provision.
Overview of Financial Results for the Nine Months Ended September 30, 2010 and September 30, 2009 | ||||||||||
(In thousands, except per share amounts) | ||||||||||
(Unaudited Consolidated Statements of Operations) | ||||||||||
Nine Months Ended | ||||||||||
| 2010 | 2009 | |||||||||
| Revenues: | ||||||||||
| Principal transactions | $ | 114,933 | $ | 183,674 | ||||||
| Commissions | 13,737 | 15,165 | ||||||||
| Investment banking | 33,689 | 30,659 | ||||||||
| Investment gains / (losses), net | (533) | 3,680 | ||||||||
| Interest | 42,669 | 32,738 | ||||||||
| Fees and other | 3,568 | 4,779 | ||||||||
| Total revenues | 208,063 | 270,695 | ||||||||
| Interest expense | 9,182 | 10,066 | ||||||||
| Net revenues | 198,881 | 260,629 | ||||||||
| Expenses (excluding interest): | ||||||||||
| Compensation and benefits* | 165,310 | 182,178 | ||||||||
| Clearing, settlement and brokerage | 5,045 | 3,299 | ||||||||
| Communications and data processing | 10,160 | 7,678 | ||||||||
| Occupancy, depreciation and amortization | 10,126 | 6,055 | ||||||||
| Amortization of intangible assets | 2,906 | 2,520 | ||||||||
| Selling | 3,809 | 3,591 | ||||||||
Loss from extinguishment of mandatorily redeemable | 1,608 | - | ||||||||
| Other | 11,467 | 7,890 | ||||||||
| Total expenses (excluding interest) | 210,431 | 213,211 | ||||||||
(Loss) / income before income taxes and discontinued | (11,550) | 47,418 | ||||||||
| Income tax (benefit) / expense | (3,370) | 2,345 | ||||||||
| (Loss) / income from continuing operations | (8,180) | 45,073 | ||||||||
(Loss) / income from discontinued operations, net of | (5) | 28 | ||||||||
| Net (loss) / income | $ | (8,185) | $ | 45,101 | ||||||
Per share data: | ||||||||||
| Basic (loss) / earnings per share: | ||||||||||
| Continuing operations | $ | (0.07) | $ | 0.50 | ||||||
| Discontinued operations | - | - | ||||||||
| Net (loss) / income per share | $ | (0.07) | $ | 0.50 | ||||||
| Diluted (loss) / earnings per share: | ||||||||||
| Continuing operations | $ | (0.07) | $ | 0.47 | ||||||
| Discontinued operations | - | - | ||||||||
| Net (loss) / income per share | $ | (0.07) | $ | 0.47 | ||||||
Weighted average common and common equivalent shares outstanding: | ||||||||||
| Basic | 120,577 | 89,426 | ||||||||
| Diluted | 120,577 | 96,674 | ||||||||
*Compensation and benefits detail: | ||||||||||
| Salary, bonus and benefits | $ | 126,351 | $ | 159,053 | ||||||
| Earnout associated with BNY transaction | 8,460 | 14,242 | ||||||||
| Employee stock-based compensation | 30,499 | 8,883 | ||||||||
| Total | $ | 165,310 | $ | 182,178 | ||||||
Discussion of operating results for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009
Net revenues for the first nine months of 2010 were $198.9 million, a decrease of $61.7 million, or 24 percent, from $260.6 million in the first nine months of 2009. Pre-tax loss from continuing operations in the first nine months of 2010 was $11.6 million compared to pre-tax income from continuing operations of $47.4 million in the first nine months of 2009. The first nine months of 2010 pre-tax loss includes $21.2 million of special charges previously identified in this press release.
Revenues from principal transactions and commissions were $128.7 million in the first nine months of 2010, a decrease of $70.2 million, or 35 percent, compared to the first nine months of 2009, primarily due to decreased revenues of $31.4 million in corporate credit and $37.2 million in mortgage and asset backed securities. Investment banking revenues increased $3.0 million compared to the first nine months of 2009 to $33.7 million, due to an increase in advisory fees. Investment losses were $0.5 million in the first nine months of 2010 compared to an investment gain of $3.7 million in the first nine months of 2009. Net interest income increased by $10.8 million over the first nine months of 2009 to $33.5 million in the first nine months of 2010, due to the combination of coupon interest generated on higher mortgage and asset backed securities inventory levels and lower funding costs. Fees and other revenues of $3.6 million decreased by $1.2 million compared to the first nine months of 2009, primarily due to a decrease in payments received for equity research and a gain of $0.3 million recorded in 2009 for the sale of a Boston Stock Exchange seat.
Non-interest expenses for the first nine months of 2010 of $210.4 million decreased $2.8 million, or 1 percent, compared to $213.2 million in the first nine months of 2009. In the first nine months of 2010, compensation and benefits expense was $165.3 million, a decrease of $16.9 million, or 9 percent, over the nine month period in 2009, primarily due to the decrease in revenues, which was offset by the $13.3 million expense associated with the separations of the former Chief Executive Officer and the former Chief Financial Officer from the Company, approximately $2.3 million non-cash compensation expense associated with the modification to fully vest a senior executivea™s unvested restricted stock units and options in connection with a letter agreement regarding such executivea™s continued employment, as well as the compensation and benefit expense associated with an increase in headcount. Clearing, settlement and brokerage costs were $5.0 million, an increase of $1.7 million, or 53 percent, compared to the first nine months in 2009 due to an increase in the costs associated with new fixed income products traded and the expansion of our equity trading capabilities. Communications and data processing expense of $10.2 million increased by $2.5 million compared to the first nine months of 2009 due to increased headcount across our business segments. Occupancy, depreciation and amortization expense of $10.1 million increased $4.1 million, or 67 percent, compared to the first nine months of 2009 primarily due to a $3.2 million charge associated with the termination of a lease as part of the consolidation of our office space in New York City, expenses associated with our move to 1290 Avenue of the Americas and an increase in our office space to accommodate the increase in personnel. Amortization of intangibles increased $0.4 million, or 15 percent, to $2.9 million in the first nine months of 2010 due to the acquisition of Gleacher Partners, which occurred in June of 2009. Selling expense increased $0.2 million primarily due to an increase in investment banking related sales activity. In the third quarter of 2010, the Company recorded a $1.6 million loss as a result of the early redemption of the $25 million par value 14% mandatorily redeemable preferred stock. Other expenses increased $3.6 million, or 45 percent, to $11.5 million in the first nine months of 2010 primarily due to an increase in professional service fees and the revaluation of the indemnification receivable previously discussed.
Consolidated Statements of Financial Condition | ||||||||||
(In thousands) | ||||||||||
(Unaudited Consolidated Statements of Financial Condition) | ||||||||||
| September 30, | December 31, | |||||||||
| As of | 2010 | 2009 | ||||||||
| Assets | ||||||||||
| Cash and cash equivalents | $ | 20,530 | $ | 24,997 | ||||||
| Cash segregated for regulatory purposes | 100 | 100 | ||||||||
| Receivables from: | ||||||||||
| Brokers, dealers and clearing agencies | 14,041 | 19,797 | ||||||||
| Others | 21,370 | 17,105 | ||||||||
| Securities owned, at fair value | 1,244,759 | 979,701 | ||||||||
| Investments | 18,617 | 19,326 | ||||||||
| Office equipment and leasehold improvements, net | 6,551 | 3,069 | ||||||||
| Goodwill | 105,694 | 105,694 | ||||||||
| Intangible assets | 16,357 | 19,263 | ||||||||
| Income taxes receivable | 16,673 | - | ||||||||
| Deferred tax assets, net | 22,712 | 16,137 | ||||||||
| Other assets | 9,819 | 10,974 | ||||||||
| Total Assets | $ | 1,497,223 | $ | 1,216,163 | ||||||
| Liabilities | ||||||||||
| Payables to: | ||||||||||
| Brokers, dealers and clearing agencies | $ | 981,145 | $ | 691,495 | ||||||
| Others | 13,671 | 14,180 | ||||||||
| Securities sold, but not yet purchased, at fair value | 97,679 | 72,988 | ||||||||
| Accrued compensation | 40,540 | 70,728 | ||||||||
| Accounts payable | 1,552 | 2,203 | ||||||||
| Accrued expenses | 5,648 | 4,754 | ||||||||
| Income taxes payable | 4,571 | 2,397 | ||||||||
| Deferred tax liabilities | 2,577 | 2,817 | ||||||||
| Mandatorily redeemable preferred stock | - | 24,419 | ||||||||
| Total Liabilities | 1,147,383 | 885,981 | ||||||||
| Commitments and Contingencies | ||||||||||
| Subordinated debt | 909 | 1,197 | ||||||||
| Stockholdersa™ Equity | ||||||||||
Common stock; $.01 par value; authorized 200,000 shares; | 1,307 | 1,251 | ||||||||
| Additional paid-in capital | 440,084 | 411,633 | ||||||||
| Deferred compensation | 276 | 534 | ||||||||
| Accumulated deficit | (91,327) | (83,142) | ||||||||
Treasury stock, at cost (610 shares and 699 shares, | (1,409) | (1,291) | ||||||||
| Total Stockholdersa™ Equity | 348,931 | 328,985 | ||||||||
| Total Liabilities and Stockholdersa™ Equity | $ | 1,497,223 | $ | 1,216,163 | ||||||
Income Tax Note
The Companya™s effective income tax rate from continuing operations for the three-month period ended September 30, 2010 of negative 11.0% resulted in income tax expense of approximately $0.3 million. As previously discussed in the second quarter of 2010, the Company calculated its income tax provision using its actual year to date effective tax rate (adiscrete ratea) rather than its estimated annual effective tax rate. The effective rate differs from the federal statutory rate of 35% primarily due to non-deductible dividends in respect to the mandatorily redeemable preferred stock and the related non-deductible loss on early redemption, a change in estimate of our apportioned statutory income tax rate, non-deductible share-based compensation, the indemnification revaluation, which is non-deductible for tax, and state and local income taxes. This was partially offset by a reduction in unrecognized tax benefits as a result of a settlement during the quarter. While the loss on early redemption of the mandatorily redeemable preferred stock negatively impacted the effective rate for the quarter, it will favorably impact the effective income tax rate in future reporting periods as the dividends, which were accruing at 14% per annum, were non-deductible for tax purposes.
The Companya™s effective income tax rate from continuing operations for the nine-month period ended September 30, 2010 of 29.2% resulted in an income tax benefit of approximately $3.4 million. The effective income tax rate is calculated using the discrete rate and differs from the federal statutory rate of 35% primarily due to non-deductible mandatorily redeemable preferred stock dividends and the related non-deductible loss on early redemption, and the indemnification revaluation, which is non-deductible for tax. This was offset by state and local income taxes, a reduction in unrecognized tax benefits as a result of a settlement during the quarter and a benefit recorded in the first quarter due to the reversal of prior year non-deductible share-based compensation previously granted to the Companya™s former Chief Executive Officer.
Non-GAAP Financial Measures
This press release contains non-GAAP financial measures that the Company believes can enhance an investora™s evaluation of the Companya™s operating results.
Annualized net revenue per employee, stated previously in this press release, may be viewed as a non-GAAP financial measure. We calculate this number by dividing our net revenue for the quarter by the average number of employees during the period and multiplying by four. Our annualized net revenue per average number of employees during the third quarter of 2010, calculated using our third quarter net revenues of $65.0 million, and an average of 363 employees, was $0.7 million.
Adjusted income from continuing operations, stated previously in this press release, is a non-GAAP financial measure. We calculate this number by adding back to our GAAP pre-tax loss, the expenses recorded in the third quarter related to (i) the modification to fully vest a senior executivea™s unvested restricted stock units and options, (ii) the loss on early redemption of the mandatorily redeemable preferred stock and (iii) the indemnification receivable revaluation previously discussed. In addition, we add back expenses recorded in the second quarter as a result of terminating our lease at 12 East 49th Street in midtown Manhattan as part of the consolidation of our office locations in New York City, and severance expense recorded in the first quarter, related employee benefits and the remaining stock-based compensation amortization for the former Chief Executive Officer and the former Chief Financial Officer since the respective dates of their separations.
Conference Call Information
The Company will hold a conference call today, October 27, 2010, at 5:00 P.M. (EDT). This call will be webcast and can be accessed on the Investor Relations portion of the Companya™s website at [ www.gleacher.com ], as well as through the Thomson StreetEvents Network. Individual investors can listen to the call at [ www.earnings.com ], Thomsona™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 888.680.0878 for domestic calls or 617.213.4855 for international calls, participant passcode 47665866 or request the Gleacher & Company earnings call. For those who cannot listen to the live broadcast, a recording of the call will be available for seven days following the call by dialing 888.286.8010 for domestic calls or 617.801.6888 for international calls, participant passcode 43893703.
About Gleacher & Company
Gleacher & Company, Inc. (Nasdaq: GLCH) is an independent investment bank that provides corporate and institutional clients with strategic, research-based investment opportunities, capital raising, and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis services. For more information, please visit [ www.gleacher.com ].
Forward Looking Statements
This press release contains aforward-looking statements.a These statements are not historical facts but instead represent the Companya™s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. The Companya™s forward-looking statements are subject to various risks and uncertainties, including the conditions of the securities markets, generally, and acceptance of the Companya™s services within those markets and other risks and factors identified from time to time in the Companya™s filings with the Securities and Exchange Commission. It is possible that the Companya™s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in its forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to update any of its forward-looking statements.
