Business & Finance
Business and Finance
Business and Finance
Thu, August 4, 2011
Wed, August 3, 2011
Tue, August 2, 2011 Gleacher & Company Announces Second Quarter Results with Net Revenues of $61.3 Million
NEW YORK--([ BUSINESS WIRE ])--Gleacher & Company, Inc. (Nasdaq: GLCH) reported today financial results for the quarter ended June 30, 2011. The Company will hold a conference call today, August 2, 2011, at 10:00 A.M. (EDT) (See Conference Call Information below) to discuss these results.
"I have been impressed with Toma™s expertise, vision, and leadership skills, and I know he is the right person to lead our Company. He will make the changes necessary to drive our Company to growth and profitability. He has my full support in this endeavor."
Results for the three and six months ended June 30, 2011 and June 30, 2010 (In thousands) | ||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| Net Revenues (including net interest income): | 2011 | 2010 | 2011 | 2010 | ||||||||||||
| Net revenues | $ | 61,308 | $ | 54,533 | $ | 155,967 | $ | 133,836 | ||||||||
| Loss before income taxes (GAAP) | (12,328 | ) | (7,037 | ) | (63 | ) | (9,091 | ) | ||||||||
| Add back / (Deduct): | ||||||||||||||||
| Impairment of goodwill and intangible assets(1) | 14,311 | - | 14,311 | - | ||||||||||||
| Gain on bargain purchase a" ClearPoint Funding, Inc. acquisition (2) | - | - | (2,330 | ) | - | |||||||||||
| Compensation expense (3) | 1,685 | - | 1,685 | 13,306 | ||||||||||||
| Lease termination expense (4) | - | 3,190 | - | 3,190 | ||||||||||||
| Adjusted income / (loss) before income taxes (Non-GAAP) | $ | 3,668 | $ | (3,847 | ) | $ | 13,603 | $ | 7,405 | |||||||
(1) Represents the impairment of goodwill and intangible assets related to the Equities division.
(2) Represents a gain upon the acquisition of ClearPoint Funding, Inc. that closed on January 3, 2011.
(3) Represents compensation expense recorded in the second quarter of 2011 associated with the resignation of the former interim Chief Executive Officer (aCEOa) and compensation expense recorded in the first quarter of 2010 associated with the departures of the former CEO and the former Chief Financial Officer (aCFOa) of which $12.7 million was a non-cash expense.
(4) Represents a charge for the termination of a lease as part of the consolidation of our New York City offices recorded during the second quarter of 2010.
Results of the second quarter include:
- Net revenues of $61.3 million for the second quarter of 2011, compared to $54.5 million for the second quarter of 2010.
- Second quarter loss before income taxes of $12.3 million and loss per share of $0.09, which includes a $14.3 million charge for the write-off of goodwill and intangible assets related to the 2008 purchase of American Technology Research Holdings, Inc. (aAmTecha) acquired as part of the reorganization of our Equities division as well as $1.7 million of compensation expense related to the resignation of the interim CEO (GAAP). Excluding these items, the Company would have reported income before income taxes of $3.7 million and fully diluted earnings per share of $0.02 (non-GAAP).
- Repurchased 2.2 million shares of Gleacher common stock under the Companya™s previously announced share repurchase program.
- Thomas J. Hughes assumed the office of Chief Executive Officer of the Company and was elected to the Board of Directors.
In addition, on July 18, 2011, John Griff assumed the office of Chief Operating Officer of the Company.
Mr. Hughes, reflecting on his first three months as CEO, said, aI believe in the considerable potential that exists for Gleacher & Company, and I believe we can position the Company to generate consistent profitability. Our management team has built outstanding capabilities, and we are committed to maximizing the value of those resources. Working with our senior managers and a consultant well versed in our industry, we have begun a strategic review of all of our businesses. We will position the Company to take better advantage of the opportunities available to us, and to produce greater returns for all our stakeholders.a
Eric J. Gleacher, Chairman, said, aI have been impressed with Toma™s expertise, vision, and leadership skills, and I know he is the right person to lead our Company. He will make the changes necessary to drive our Company to growth and profitability. He has my full support in this endeavor.a
Overview of Financial Results for the Three Months Ended June 30, 2011 and June 30, 2010 Unaudited Consolidated Statements of Operations (In thousands, except per share amounts) | ||||||||
| Three Months Ended June 30, | ||||||||
| 2011 | 2010 | |||||||
| Revenues: | ||||||||
| Principal transactions | $ | 32,560 | $ | 33,035 | ||||
| Commissions | 4,109 | 5,139 | ||||||
| Investment banking | 10,042 | 6,827 | ||||||
| Investment gains / (losses), net | 368 | (1,662 | ) | |||||
| Interest | 14,885 | 12,379 | ||||||
| Fees and other | 2,401 | 1,575 | ||||||
| Total revenues | 64,365 | 57,293 | ||||||
| Interest expense | 3,057 | 2,760 | ||||||
| Net revenues | 61,308 | 54,533 | ||||||
| Expenses (excluding interest): | ||||||||
| Compensation and benefits* | 40,298 | 44,875 | ||||||
| Impairment of goodwill and intangible assets | 14,311 | - | ||||||
| Clearing, settlement and brokerage | 5,871 | 1,684 | ||||||
| Communications and data processing | 3,903 | 3,533 | ||||||
| Occupancy, depreciation and amortization | 2,478 | 5,671 | ||||||
| Selling | 2,281 | 1,273 | ||||||
| Other | 4,494 | 4,534 | ||||||
| Total expenses (excluding interest) | 73,636 | 61,570 | ||||||
| Loss before income taxes | (12,328 | ) | (7,037 | ) | ||||
| Income tax benefit | (1,322 | ) | (1,800 | ) | ||||
| Net loss | $ | (11,006 | ) | $ | (5,237 | ) | ||
Per share data: | ||||||||
| Basic loss | $ | (0.09 | ) | $ | (0.04 | ) | ||
| Dilutive loss | (0.09 | ) | (0.04 | ) | ||||
| Weighted average shares of common stock: | ||||||||
| Basic | 124,061 | 121,228 | ||||||
| Diluted | 124,061 | 121,228 | ||||||
*Compensation and benefits detail: | ||||||||
| Salary, bonus and benefits | $ | 34,419 | $ | 37,433 | ||||
| Earnout associated with BNY transaction | 1,702 | 2,466 | ||||||
| Employee stock-based compensation | 4,177 | 4,976 | ||||||
| Total | $ | 40,298 | $ | 44,875 | ||||
Discussion of operating results for the three months ended June 30, 2011 compared to the three months ended June 30, 2010
Net revenues for the second quarter of 2011 were $61.3 million, an increase of $6.8 million, or 12 percent, from $54.5 million in the second quarter of 2010. Pre-tax loss in the second quarter was $12.3 million compared to a pre-tax loss of $7.0 million in the prior year quarter. The 2011 second quarter pre-tax loss includes a $14.3 million expense related to the write-off of goodwill and intangibles related to our Equities division as well as $1.7 million in compensation expense associated with the resignation of the former interim CEO. The 2010 second quarter pre-tax loss includes $3.2 million of occupancy expense related to the termination of a lease as part of the consolidation of our office space in New York City.
Revenues from principal transactions and commissions were $36.7 million in the second quarter of 2011, a decrease of $1.5 million, or 4 percent, compared to the second quarter of 2010, primarily due to decreased revenues of $4.4 million in corporate bonds and $2.5 million in mortgage and asset backed securities, which were offset by $6.0 million in revenues related to ClearPoint, a residential non-depository mortgage bank, which we acquired in January 2011. Investment banking revenues increased $3.2 million compared to the second quarter of 2010 to $10.0 million, due to an increase in advisory activity. The change in value of our investment in the FATV fund led to an investment gain of $0.4 million in the second quarter of 2011 compared to an investment loss of $1.7 million in the second quarter of 2010. Net interest income increased by $2.2 million over the second quarter of 2010 to $11.8 million in the second quarter of 2011, due to higher average inventory levels which were partially offset by lower coupon interest received. In addition, the second quarter of 2010 includes interest expense of $2.0 million related to our mandatorily redeemable preferred stock, which was redeemed on September 28, 2010. Fees and other revenues of $2.4 million increased $0.8 million primarily due to fees earned in connection with the mortgage lending activities of ClearPoint.
Non-interest expenses for the second quarter of 2011 of $73.6 million increased $12.1 million, or 20 percent, compared to $61.6 million in the second quarter of 2010. In the second quarter of 2011, compensation and benefits expense was $40.3 million, a decrease of $4.6 million, or 10 percent, over the prior year quarter due to a change in the composition of our revenues and lower variable compensation expense, which was partially offset by compensation expense of $1.7 million recorded due to the resignation of the former interim CEO, as well as compensation expense related to ClearPoint. The second quarter includes a $14.3 million charge for the impairment of goodwill and intangible assets related to our Equities division as a result of the impact of the current market environment on the net revenues of the division coupled with the higher operating costs associated with the build out of our Equities platform, which was announced in the third quarter of 2010. Clearing, settlement and brokerage costs were $5.9 million, an increase of $4.2 million, or 249 percent, compared to the prior year quarter due to costs associated with mortgage lending activities of ClearPoint and the build out of our Equities platform. Communications and data processing expense of $3.9 million increased by $0.4 million compared to the second quarter of 2010 due to enhancements to our communications systems and increased market data services expense. Occupancy, depreciation and amortization expense of $2.5 million decreased $3.2 million, or 56 percent, compared to the second quarter of 2010 due to the previously mentioned $3.2 million charge associated with the termination of a lease. Cost savings realized due to the consolidation of our offices were offset by occupancy expense related to ClearPoint. Selling expense increased $1.0 million primarily due to expense in our ClearPoint division. Other expenses remained unchanged at $4.5 million as a decrease in professional fees was offset by expenses associated with ClearPoint.
Overview of Financial Results for the Six Months Ended June 30, 2011 and June 30, 2010 Unaudited Consolidated Statements of Operations (In thousands, except per share amounts) | ||||||||||
| Six Months Ended June 30, | ||||||||||
| 2011 | 2010 | |||||||||
| Revenues: | ||||||||||
| Principal transactions | $ | 95,970 | $ | 79,341 | ||||||
| Commissions | 9,097 | 9,304 | ||||||||
| Investment banking | 20,364 | 21,925 | ||||||||
| Investment gains / (losses), net | (318 | ) | (1,512 | ) | ||||||
| Interest | 29,958 | 28,540 | ||||||||
| Gain from bargain purchase a" ClearPoint Funding, Inc. acquisition | 2,330 | - | ||||||||
| Fees and other | 4,215 | 2,485 | ||||||||
| Total revenues | 161,616 | 140,083 | ||||||||
| Interest expense | 5,649 | 6,247 | ||||||||
| Net revenues | 155,967 | 133,836 | ||||||||
| Expenses (excluding interest): | ||||||||||
| Compensation and benefits* | 104,871 | 113,076 | ||||||||
| Impairment of goodwill and intangible assets | 14,311 | - | ||||||||
| Clearing, settlement and brokerage | 11,266 | 3,164 | ||||||||
| Communications and data processing | 7,916 | 6,635 | ||||||||
| Occupancy, depreciation and amortization | 4,693 | 7,917 | ||||||||
| Selling | 3,963 | 2,468 | ||||||||
| Other | 9,010 | 9,667 | ||||||||
| Total expenses (excluding interest) | 156,030 | 142,927 | ||||||||
| Loss before income taxes | (63 | ) | (9,091 | ) | ||||||
| Income tax expense / (benefit) | 3,739 | (3,643 | ) | |||||||
| Net loss | $ | (3,802 | ) | $ | (5,448 | ) | ||||
Per share data: | ||||||||||
| Basic loss | $ | (0.03 | ) |
| $ | (0.05 | ) | |||
| Dilutive loss | (0.03 | ) |
| (0.05 | ) | |||||
| Weighted average shares of common stock: | ||||||||||
| Basic | 123,825 |
| 120,546 | |||||||
| Diluted | 123,825 |
| 120,546 | |||||||
| *Compensation and benefits detail: | ||||||||||
| Salary, bonus and benefits | $ | 91,539 | $ | 83,941 | ||||||
| Earnout associated with BNY transaction | 4,009 | 5,590 | ||||||||
| Employee stock-based compensation | 9,323 | 23,545 | ||||||||
| Total | $ | 104,871 | $ | 113,076 | ||||||
Discussion of operating results for the first six months ended June 30, 2011 compared to the six months ended June 30, 2010
Net revenues for the first six months of 2011 were $156.0 million, an increase of $22.1 million, or 17 percent, from $133.8 million in the first six months of 2010. Pre-tax loss in the first six months of 2011 was $0.1 million compared to a pre-tax loss of $9.1 million in the first six months of 2010. The first six months of 2011 includes $14.3 million related to the impairment of goodwill and intangible assets associated with our Equities division and compensation expense of $1.7 million related to the resignation of our former interim CEO, partially offset by $2.3 million related to the bargain purchase gain recorded in association with our purchase of ClearPoint on January 3, 2011. The first six months of 2010 includes compensation expense of $13.3 million related to the departures of the former CEO and the former CFO and $3.2 million in occupancy expense related to the termination of a lease as part of the consolidation of our office space in New York City.
Revenues from principal transactions and commissions were $105.1 million in the first six months of 2011, an increase of $16.4 million, or 19 percent, compared to the first six months of 2010, primarily due to increased revenues of $13.4 million in mortgage and asset backed securities and the addition of $11.5 million from ClearPoint, which were partially offset by a decrease of $8.6 million in corporate bonds. Investment banking revenues decreased $1.6 million compared to the first six months of 2010 due to a decrease in capital markets activity. The change in the value of our investment in the FATV fund resulted in investment losses of $0.3 million in 2011 compared to investment losses of $1.5 million in the first six months of 2010. Net interest income increased by $2.0 million over the first six months of 2011 to $24.3 million from $22.3 million for the first six months of 2010, due to higher average inventory levels which were partially offset by lower coupon interest received. In addition, the six months ended June 30, 2010 included interest expense related to our mandatorily redeemable preferred stock which was redeemed on September 28, 2010. Fees and other revenues of $4.2 million increased by $1.7 million compared to the first six months of 2010, primarily due to fees earned on mortgage lending revenues generated by ClearPoint.
Non-interest expenses for the first six months of 2011 of $156.0 million increased $13.1 million, or 9 percent, compared to $142.9 million in the first six months of 2010. In the first six months of 2011, compensation and benefits expense was $104.9 million, a decrease of $8.2 million, or 7 percent, over the first six months of 2010. Compensation expense during the first six months of 2011 includes $1.7 million due to the resignation of the former interim CEO while the first six months of 2010 includes a $13.3 million expense associated with the departures of the former CEO and the former CFO. Compensation and benefits expense also decreased due to lower variable compensation expense. The first six months of 2011 includes the previously discussed $14.3 million charge for the impairment of goodwill and intangible assets related to our Equities division. Clearing, settlement and brokerage costs were $11.3 million, an increase of $8.1 million, or 256 percent, compared to the first six months in 2010 primarily due to fees payable to brokers related to the mortgage lending activities of ClearPoint. Communications and data processing expense of $7.9 million increased by $1.3 million compared to the first six months of 2010 due to enhancements to our communication systems and increased market data services expense. Occupancy, depreciation and amortization expense of $4.7 million decreased $3.2 million compared to the first six months of 2010 primarily due to $3.2 million of expense recorded during the six months ended June 30, 2010 related to the termination of a lease as part of the consolidation of our office space in New York City. Cost savings realized in 2011 due to the consolidation of our offices in New York City were offset by occupancy expense associated with ClearPoint. Selling expense for the six months ended June 30, 2011 increased $1.5 million primarily due to the expenses related to ClearPoint. Other expenses of $9.0 million, decreased $0.7 million compared to $9.7 million in the first six months of 2010 primarily due to a decrease in professional service fees, which was partially offset by expenses related to ClearPoint.
Unaudited Consolidated Statements of Financial Condition (In thousands, except per share amounts) | ||||||||
| June 30, | December 31, | |||||||
| As of | 2011 | 2010 | ||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 46,436 | $ | 40,009 | ||||
| Cash and securities segregated for regulatory purposes | 4,000 | 100 | ||||||
| Securities purchased under agreements to resell | 303,000 | 86,484 | ||||||
| Receivables from: | ||||||||
| Brokers, dealers and clearing organizations | 21,787 | 25,721 | ||||||
| Related parties | 1,307 | 2,245 | ||||||
| Others | 18,460 | 18,283 | ||||||
| Financial instruments owned, at fair value | 1,241,745 | 1,281,243 | ||||||
| Investments | 16,098 | 18,084 | ||||||
| Office equipment and leasehold improvements, net | 7,505 | 6,653 | ||||||
| Goodwill | 96,766 | 105,694 | ||||||
| Intangible assets | 9,457 | 15,565 | ||||||
| Income taxes receivable | 13,468 | 14,782 | ||||||
| Deferred tax assets, net | 30,028 | 34,154 | ||||||
| Other assets | 11,186 | 8,915 | ||||||
| Total Assets | $ | 1,821,243 | $ | 1,657,932 | ||||
| Liabilities and Stockholdersa™ Equity | ||||||||
| Liabilities | ||||||||
| Payables to: | ||||||||
| Brokers, dealers and clearing organizations | $ | 1,020,905 | $ | 1,101,440 | ||||
| Related parties | 5,019 | 4,986 | ||||||
| Others | 2,291 | 2,347 | ||||||
| Securities sold under agreements to repurchase | 191,449 | - | ||||||
| Securities sold, but not yet purchased, at fair value | 154,189 | 112,275 | ||||||
| Secured borrowings | 60,557 | - | ||||||
| Accrued compensation | 23,526 | 74,202 | ||||||
| Accounts payable | 2,990 | 1,161 | ||||||
| Accrued expenses | 9,331 | 7,595 | ||||||
| Income taxes payable | 3,671 | 3,468 | ||||||
| Deferred tax liabilities | 2,377 | 3,390 | ||||||
| Subordinated debt | 801 | 909 | ||||||
| Total Liabilities | 1,477,106 | 1,311,773 | ||||||
| Stockholdersa™ Equity | ||||||||
| Common stock; $.01 par value; authorized 200,000 shares; issued 133,715 and 131,458 shares; and outstanding 127,832 and 130,810 shares; in each case, at June 30, 2011 and December 31, 2010, respectively | 1,337 | 1,315 | ||||||
| Additional paid-in capital | 462,144 | 449,754 | ||||||
| Deferred compensation | 161 | 276 | ||||||
| Accumulated deficit | (107,565 | ) | (103,763 | ) | ||||
| Treasury stock, at cost (5,883 shares and 648 shares at June 30, 2011 and December 31, 2010, respectively) | (11,940 | ) | (1,423 | ) | ||||
| Total Stockholdersa™ Equity | 344,137 | 346,159 | ||||||
| Total Liabilities and Stockholdersa™ Equity | $ | 1,821,243 | $ | 1,657,932 | ||||
Income Tax Note
The Companya™s effective income tax rate for the three months ended June 30, 2011 of 10.7% resulted in an income tax benefit of approximately $1.3 million. Non-deductible discrete items primarily associated with the write-off of goodwill related to the Equities division reduced the effective income tax rate by 32.6%. The Companya™s effective income tax rate excluding discrete items was 43.3% for the period which differs from the federal statutory tax rate of 35% primarily due to state and local taxes.
The Company recorded income tax expense of approximately $3.7 million for the six months ended June 30, 2011, which reflects the nondeductible nature of the write-off of goodwill related to the Equities division and a re-measurement of net deferred tax assets due to a change in estimate of our apportioned statutory income tax rate, partially offset by a benefit related to the ClearPoint bargain purchase gain. The Companya™s effective income tax rate, including discrete items, is not meaningful as the discrete items distort the effective rate due to pre-tax results being close to break-even for the period. The Companya™s effective income tax rate excluding discrete items was 43.9% for the period which differs from the federal statutory tax rate of 35% primarily due to state and local taxes.
Non-GAAP Financial Measures
This press release contains non-GAAP financial measures that the Company believes can enhance an investora™s evaluation of the Companya™s operating results.
Adjusted income before income taxes, stated previously in this press release, is a non-GAAP financial measure. For the three and six months ended June 30, 2011, we calculated this number by deducting from our GAAP loss before income taxes, the bargain purchase gain associated with our acquisition of ClearPoint recorded in the first quarter 2011, and added back the impairment of goodwill and intangible assets related to the 2008 purchase of AmTech acquired as part of the reorganization of our Equities division and the compensation expense associated with the resignation of our former interim CEO, which were both recorded in the second quarter of 2011. For the three and six months ended 2010, we calculated this number by adding back to our GAAP loss before income taxes, the expense recorded in the second quarter related to terminating our lease at 12 East 49th Street in midtown Manhattan as part of the consolidation of our office locations in New York City, and the severance expense, related employee benefits and the remaining stock based compensation amortization for the former CEO and the former CFO since the respective dates of their departures that was recorded in the first quarter of 2010.
Fully diluted earnings per share, adjusted for the write-off of goodwill and intangible assets related to the Equities division, as well as the compensation expense related to the resignation of the interim CEO is a non-GAAP financial measure. To arrive at adjusted net income for purposes of calculating adjusted fully diluted earnings per share, we multiplied adjusted income before income taxes, discussed above, by 43.3% which is the Companya™s effective income tax rate excluding discrete items and subtracted this amount from adjusted income before income taxes. Adjusted net income was then divided by approximately 130.6 million shares, the Companya™s weighted average fully diluted shares of common stock, determined as if the Company reported net income for the second quarter of 2011.
Conference Call Information
The Company will hold a conference call today, August 2, 2011, at 10:00 A.M. (EDT). This call will be webcast and can be accessed on the Investor Relations portion of the 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 888.679.8038 for domestic calls or 617.213.4850 for international calls, participant passcode 68511897 or request the Gleacher & Company earnings call. For those who cannot listen to the live broadcast, a recording of the call will be available for seven days following the call by dialing 888.286.8010 for domestic calls or 617.801.6888 for international calls, participant passcode 54313746.
About Gleacher & Company
Gleacher & Company, Inc. (Nasdaq: GLCH) is an independent, full service investment bank that provides corporate and institutional clients with strategic, research-based investment opportunities, capital raising, and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis, as well as securities brokerage services, and, through a new subsidiary, engages in residential mortgage lending. For more information, please visit [ www.gleacher.com ].
Forward Looking Statements
This press release contains 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 demand for 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.
Our business and the forward looking statements we make in this press release could be greatly impacted by the actions taken by the federal government with regard to increasing the debt ceiling. The resolution of this issue could lead to volatility in the financial markets and significantly and adversely affect our business.
