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

Highlights

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

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

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

• severance expense recorded during the first quarter of 2012, and
• the bargain purchase gain related to the ClearPoint acquisition in the first quarter of 2011.

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

First Quarter 2012 vs. 2011

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

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

MBS/ABS & Rates

First Quarter 2012 vs. 2011

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

Corporate Credit (including Non-GAAP results)

First Quarter 2012 vs. 2011

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

Investment Banking

First Quarter 2012 vs. 2011

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

ClearPoint

First Quarter 2012 vs. 2011

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

See “ClearPoint Recent Developments” below for additional information.

Other

First Quarter 2012 vs. 2011

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

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

First Quarter 2012 vs. 2011

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

Consolidated Non-Compensation Expenses

First Quarter 2012 vs. 2011

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

Provision for Income Taxes

First Quarter 2012

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

Discontinued Operations

First Quarter 2012 vs. 2011

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

ClearPoint Recent Developments

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

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

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

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

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

Non-GAAP Financial Results

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

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

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

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

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

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

² ClearPoint bargain purchase gain was non-taxable.

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

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).

Return on Average Stockholders’ Equity (GAAP)

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

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.”

Conference Call Information

The Company will hold a conference call today, May 3, 2012, at 5:15 P.M. (EDT). This event can be accessed on the Investor Relations portion of the Gleacher & Company website at www.gleacher.com, as well as through the Thomson StreetEvents Network. Individual investors can listen to the call at www.earnings.com, Thomson’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password protected event management site. To participate on the call, please dial 888.679.8034 (domestic) or 617.213.4847 (international), participant passcode 23909481, or request the Gleacher & Company earnings call.

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

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

For those who cannot listen to the live broadcast, a recording of the call will be available for seven days following the call by dialing 888.286.8010 (domestic) or 617.801.6888 (international), participant passcode 78634198.

About Gleacher & Company

Gleacher & Company, Inc. (Nasdaq: GLCH) is an independent investment bank that provides corporate and institutional clients with strategic and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis, as well as capital raising, research based investment analysis, and securities brokerage services, and, through a new subsidiary, engages in residential mortgage lending. For more information, please visit www.gleacher.com.

Forward Looking Statements

This press release contains “forward-looking statements.” These statements are not historical facts but instead represent the Company’s belief or plans regarding future events, many of which are inherently uncertain and outside of the Company's control. The Company often, but not always, identifies forward-looking statements by using words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “target,” “expect,” “continuing,” “ongoing,” “believe” and “intend.” The Company’s forward-looking statements are based on facts as the Company understands them at the time the Company makes any such statement as well as estimates and judgments based on these facts. The Company’s forward-looking statements may turn out to be inaccurate for a variety of reasons, many of which are outside of its control. Factors that could render the Company’s forward-looking statements subsequently inaccurate include the conditions of the securities markets, generally, and demand for the Company’s services within those markets, the risk of further credit rating downgrades of the U.S. government by major credit rating agencies, the impact of international and domestic sovereign debt uncertainties, the possibilities of localized or global economic recession and other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission. Moreover, the Company is implementing a strategic plan designed to improve its operating results, and this plan may not be successful. It is possible that future events will differ materially from those suggested by the Company’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to update any of its forward-looking statements.

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

Source: Gleacher & Company, Inc.

Investors:
Gleacher & Company, Inc.
Thomas J. Hughes, 212-273-7100
Chief Executive Officer
or
Media:
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Jonathan Keehner, 212-355-4449