Exhibit 99.1
GLEACHER & COMPANY ANNOUNCES
BOARD APPROVAL OF DISSOLUTION AND LIQUIDATION
Reports Fourth Quarter 2013 Financial Results
ALBANY, NEW YORK, March 13, 2014 — Gleacher & Company, Inc. (Nasdaq: GLCH) today announced that its Board of Directors has determined that it is in the best interests of the Company’s stockholders for the Company to dissolve, liquidate and distribute to stockholders its available assets. Separately, the Company reported a net loss of $2.9 million ($0.47 per share) for the fourth quarter of 2013.
As previously announced, the Company has been engaged in a lengthy and intensive evaluation of potential strategic alternatives in order to preserve and maximize stockholder value. Those potential alternatives included (i) pursuing a strategic transaction with a third party, such as a merger or sale of the Company; (ii) the reinvestment of the Company’s liquid assets in favorable opportunities; and (iii) dissolving the Company, winding down its remaining operations and distributing its net assets to its stockholders, after making appropriate reserves for liabilities and expenses.
“After evaluating the Company’s strategic options, the Board of Directors has reached the conclusion that it is in the best interests of the stockholders to dissolve and liquidate the Company,” stated Mark Patterson, Chairman of the Company’s Board of Directors. “The Board of Directors and management, together with the Company’s advisors, devoted substantial time and effort in seeking, identifying and pursuing opportunities to enhance stockholder value; however, the process to date has not yielded any opportunities viewed by the Board as reasonably likely to provide greater realizable value to stockholders than the complete dissolution and liquidation of the Company,” Mr. Patterson continued.
The Company’s dissolution was unanimously approved by the Board of Directors but is subject to stockholder approval. The Company intends to present this proposal to its stockholders of record as of April 21, 2014 at the Company’s 2014 Annual Stockholders Meeting (the “2014 Annual Meeting”), currently scheduled for May 29, 2014. The Company will file prescribed proxy materials with the Securities and Exchange Commission in advance of that meeting. In connection with the dissolution, the Company intends to distribute to its stockholders all available cash other than as may be required to pay expenses and pay or make reasonable provision for known and potential claims and obligations of the Company, as required by applicable law. The Board of Directors’ decision contemplates an orderly wind down of the Company’s remaining business and operations, including the dissolution and winding-up of subsidiaries. If approved by the Company’s stockholders, the Company intends to file a certificate of dissolution, pay, satisfy, resolve or make reasonable provisions for claims and obligations as well as anticipated costs associated with the Company’s dissolution and liquidation, and seek to convert its remaining assets into cash or cash equivalents as soon as reasonable, practicable and financially prudent.
If the Company’s stockholders approve the proposal, the Company currently expects to make an initial liquidating distribution to stockholders of approximately $20 million ($3.23 per share). The Company expects to make this initial liquidating distribution as soon as practicable following receipt of stockholder approval and filing of a certificate of dissolution. The amount of this initial distribution reflects the Company’s current liquid assets offset in part by provisions, or reserves, for future operating costs and expenses associated with dissolution and liquidation and, as required by law, for other known and potential claims and obligations.
Delaware law requires that, in connection with a dissolution, the Company’s Board of Directors make reasonable provision for known and potential claims and obligations of the Company and maintain those reserves until resolution of such matters, and similar legal requirements apply to our subsidiaries. The Board of Directors, in consultation with its advisors, has evaluated the liabilities, expenses, and known potential claims and obligations of the Company and its subsidiaries, as well as other matters, in order to estimate the amount that will be reserved. Insofar as the reserves required by applicable law exceed, in the view of the Board of Directors, the ultimate amounts the Company will likely be required to pay creditors, the Board of Directors believes there is a reasonable possibility that a portion of the reserves will ultimately be distributed to stockholders. The Board of Directors currently believes that these subsequent distributions could range between $40 million and $70 million ($6.47 and $11.32 per share), for a total aggregate distribution to stockholders ranging between $60 million and $90 million ($9.70 and $14.55 per share). The Board will evaluate the Company’s reserves on a periodic basis and will approve liquidating distributions when and as it deems appropriate. Additional liquidating distributions will be made to the extent the required contingency reserves are released and upon the Company’s non-cash assets being monetized, which would likely span a multi-year period. Further details regarding anticipated future distributions will be disclosed in the Company’s proxy materials to be filed in connection with the Company’s 2014 Annual Meeting.
The amount distributable to stockholders, both initially and in total, may vary substantially from the amounts currently estimated based on many factors, including the resolution of outstanding known claims and obligations, the possible assertion of claims that are currently unknown to the Company, the ability to receive reasonable value when selling or otherwise monetizing its assets, including its investment in FA Technology Ventures L.P. (“FATV”), and costs incurred to wind down the Company’s business. Further, if additional amounts are ultimately determined to be necessary to satisfy or make provision for any of these obligations, stockholders may receive substantially less than the current estimates.
Until such time, if any, as the stockholders approve the Company’s dissolution, and the Board of Directors decides, and instructs management, to proceed with a dissolution, the Company will continue to investigate and consider any feasible, alternative, value-creating transactions of which it becomes aware. If prior to its dissolution the Company receives an offer for a transaction that, in the view of the Board, would be expected to provide superior value to stockholders than the value of the currently estimated distributions, taking into account factors that could affect valuation, including timing and certainty of payment or closing, proposed terms and other factors, the dissolution could be abandoned in favor of such a transaction, even if dissolution has been previously approved by the Company’s stockholders.
Financial Results
The following tables and notes set forth information with respect to the Company’s financial results for the fourth quarter of 2013. As noted above, the Company’s Board of Directors approved a dissolution and liquidation of the Company, subject to stockholder approval. In connection with this intention, the Company intends to distribute to its stockholders all available cash other than as may be required to pay or make reasonable provision for known and potential claims and obligations of the Company. The Board of Directors’ decision also contemplates a further, orderly wind down of the Company’s business and operations and, if approved by the Company’s stockholders, the filing of a certificate of dissolution, among other matters. All of these factors raise substantial doubt about the Company’s ability to continue as a going concern.
Consolidated Statements of Operations (Unaudited)
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| Three Months Ended |
| Twelve Months Ended |
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| December 31, |
| December 31, |
| December 31, |
| December 31, |
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(In thousands, except for per-share amounts) |
| 2013 |
| 2012 |
| 2013 |
| 2012 |
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| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
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Revenue: |
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Investment gains, net |
| $ | 1,605 |
| $ | 1,077 |
| $ | 1,267 |
| $ | 1,233 |
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Fees and other |
| 170 |
| 138 |
| 666 |
| 849 |
| ||||
Total revenue |
| 1,775 |
| 1,215 |
| 1,933 |
| 2,082 |
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Expenses: |
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Compensation and benefits |
| 1,446 |
| 3,570 |
| 9,098 |
| 13,053 |
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Professional fees |
| 2,026 |
| 1,431 |
| 11,184 |
| 9,643 |
| ||||
Settlement of arbitration and other claims |
| — |
| — |
| 3,146 |
| — |
| ||||
Communications and data processing |
| 207 |
| 410 |
| 1,181 |
| 1,935 |
| ||||
Occupancy, depreciation and amortization |
| 240 |
| 322 |
| 1,349 |
| 1,577 |
| ||||
Other |
| 1,351 | (1) | 385 |
| 3,584 |
| 2,880 |
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Total expenses |
| 5,270 |
| 6,118 |
| 29,542 |
| 29,088 |
| ||||
Loss from continuing operations before income taxes and discontinued operations |
| (3,495 | ) | (4,903 | ) | (27,609 | ) | (27,006 | ) | ||||
Income tax (benefit)/expense |
| (1,175 | )(2) | 193 |
| (1,082 | ) | 22,940 |
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Loss from continuing operations |
| (2,320 | ) | (5,096 | ) | (26,527 | ) | (49,946 | ) | ||||
Loss from discontinued operations, net of taxes |
| (600 | ) | (6,166 | ) | (73,005 | ) | (27,744 | ) | ||||
Net loss |
| $ | (2,920 | ) | $ | (11,262 | ) | $ | (99,532 | ) | $ | (77,690 | ) |
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Loss per share: |
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Basic loss per share |
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Continuing operations |
| $ | (0.37 | ) | $ | (0.86 | ) | $ | (4.33 | ) | $ | (8.40 | ) |
Discontinued operations |
| (0.10 | ) | (1.03 | ) | (11.93 | ) | (4.66 | ) | ||||
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Net loss per share |
| $ | (0.47 | ) | $ | (1.89 | ) | $ | (16.26 | ) | $ | (13.06 | ) |
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Diluted loss per share |
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Continuing operations |
| $ | (0.37 | ) | $ | (0.86 | ) | $ | (4.33 | ) | $ | (8.40 | ) |
Discontinued operations |
| (0.10 | ) | (1.03 | ) | (11.93 | ) | (4.66 | ) | ||||
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Net loss per share |
| $ | (0.47 | ) | $ | (1.89 | ) | $ | (16.26 | ) | $ | (13.06 | ) |
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Weighted average number of shares of common stock: |
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Basic |
| 6,185 |
| 5,952 |
| 6,120 |
| 5,949 |
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Diluted |
| 6,185 |
| 5,952 |
| 6,120 |
| 5,949 |
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(1) Includes a non-cash charge of approximately $0.7 million related to a reduction of an indemnification receivable, associated with an uncertain tax position for which the statute of limitations has expired. The charge is offset by a benefit recorded within the Company’s provision for income taxes.
(2) Income tax benefit of approximately $1.2 million is a result of (i) the reduction of an uncertain tax position of approximately $0.7 million due to the expiration of the statute of limitations and (ii) provision to return adjustments of approximately $0.5 million.
Consolidated Statement of Financial Condition (Unaudited)
|
| December 31, |
| December 31, |
| ||
(In thousands, except for share and per-share amounts) |
| 2013 |
| 2012 |
| ||
Assets: |
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Cash and cash equivalents |
| $ | 51,353 |
| $ | 44,868 |
|
Cash and securities segregated for regulatory and other purposes |
| 6,000 |
| 13,000 |
| ||
Receivables from |
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Brokers, dealers and clearing organizations |
| 9,173 |
| 12,824 |
| ||
Related parties |
| 856 |
| 1,474 |
| ||
Other |
| 908 |
| 12,563 |
| ||
Financial instruments owned, at fair value |
| 664 |
| 1,096,181 |
| ||
Investments |
| 18,889 |
| 20,478 |
| ||
Office equipment and leasehold improvements, net |
| 115 |
| 5,311 |
| ||
Goodwill |
| — |
| 1,212 |
| ||
Intangible assets |
| — |
| 5,303 |
| ||
Income taxes receivable |
| 4,116 |
| 7,062 |
| ||
Other assets |
| 3,890 |
| 9,030 |
| ||
Total Assets |
| $ | 95,964 |
| $ | 1,229,306 |
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Liabilities and Stockholders’ Equity: |
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Liabilities |
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Payables to: |
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Brokers, dealers and clearing organizations |
| $ | — |
| $ | 638,009 |
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Related parties |
| 475 |
| 2,944 |
| ||
Other |
| 1,868 |
| 2,251 |
| ||
Securities sold under agreements to repurchase |
| — |
| 159,386 |
| ||
Securities sold, but not yet purchased, at fair value |
| — |
| 132,730 |
| ||
Secured borrowings, ClearPoint |
| — |
| 64,908 |
| ||
Accrued compensation |
| 1,907 |
| 34,199 |
| ||
Restructuring reserve |
| 2,491 |
| 108 |
| ||
Accounts payable and accrued expenses |
| 1,629 |
| 9,426 |
| ||
Income taxes payable |
| 3,331 |
| 3,755 |
| ||
Subordinated debt |
| 409 |
| 595 |
| ||
Total Liabilities |
| 12,110 |
| 1,048,311 |
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Stockholders’ Equity |
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Common stock ($.01 par value; authorized 10,000,000 shares) |
| 1,337 |
| 1,337 |
| ||
Additional paid-in capital |
| 455,910 |
| 453,938 |
| ||
Deferred compensation |
| 101 |
| 124 |
| ||
Accumulated deficit |
| (363,109 | ) | (263,577 | ) | ||
Treasury stock, at cost |
| (10,385 | ) | (10,827 | ) | ||
Total Stockholders’ Equity |
| 83,854 |
| 180,995 |
| ||
Total Liabilities and Stockholders’ Equity |
| $ | 95,964 |
| $ | 1,229,306 |
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Common stock (in shares) |
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Shares issued |
| 6,688,387 |
| 6,688,387 |
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Less: Treasury stock |
| (513,397 | ) | (466,428 | ) | ||
Shares outstanding |
| 6,174,990 |
| 6,221,959 |
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IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This press release is for informational purposes only. It is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of Gleacher & Company, Inc. In connection with the matters described in this press release, the Company intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant materials. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND ITS PLAN OF DISSOLUTION AND LIQUIDATION. Stockholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents filed by the Company with the SEC, at the SEC’s website at http://www.sec.gov. In addition, the Company will mail a copy of the definitive proxy statement to stockholders of record on the record date when it becomes available. A free copy of the proxy statement when it becomes available and other documents filed with the SEC by the Company may also be obtained free of charge on the “Investor Relations” section of the Company’s website at www.gleacher.com or by directing a written request to: Gleacher & Company, Inc., Attn: Corporate Secretary, 677 Broadway, Albany, New York 12207.
Participants in the Solicitation
The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its stockholders with respect to the proposed dissolution. Information regarding their direct or indirect interests, by security holdings or otherwise, in the solicitation will be included in the proxy statement filed by the Company with the SEC.
About Gleacher & Company
Gleacher & Company, Inc. (Nasdaq: GLCH) is incorporated under the laws of the State of Delaware. The Company’s common stock is traded on The NASDAQ Global Market under the symbol “GLCH.”
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, by their nature, are inherently uncertain and outside of the Company’s control. These statements include, for example, the expectations regarding the Company’s proposed dissolution, further discussed below. The Company’s forward-looking statements are subject to various risks and uncertainties, including the risks and other factors identified herein and in other public disclosures made by the Company from time to time, including in the Company’s periodic and current reports and other filings made by the Company with the Securities and Exchange Commission. As a result, the Company’s actual results may differ materially from those expressed or implied by these forward-looking statements. Readers are cautioned that these forward-looking statements, including, without limitation, statements regarding the dissolution and liquidation of the Company, the availability, amount or timing of liquidating distributions to stockholders, the adequacy of reserves established to satisfy the Company’s obligations, the belief that a substantial amount of the contingency reserves will ultimately be distributed to the stockholders and the possibility that an alternative, value-creating transaction may be proposed, and other statements contained herein that are not historical facts, are only estimates or predictions. You are cautioned not to place undue reliance on any forward-looking statements. The Company does not undertake to update any of its forward-looking statements.
Source: Gleacher & Company, Inc.
Gleacher & Company, Inc.
Investor Relations, 212-273-7100