EX-99.1 2 a14-7729_32ex99d1.htm EX-99.1

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.

 

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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.

 

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Consolidated Statements of Operations (Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

(In thousands, except for per-share amounts)

 

2013

 

2012

 

2013

 

2012

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

Investment gains, net

 

$

1,605

 

$

1,077

 

$

1,267

 

$

1,233

 

Fees and other

 

170

 

138

 

666

 

849

 

Total revenue

 

1,775

 

1,215

 

1,933

 

2,082

 

Expenses:

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

1,446

 

3,570

 

9,098

 

13,053

 

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

 

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

 

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

)

 

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

 

Basic loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.37

)

$

(0.86

)

$

(4.33

)

$

(8.40

)

Discontinued operations

 

(0.10

)

(1.03

)

(11.93

)

(4.66

)

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

$

(0.47

)

$

(1.89

)

$

(16.26

)

$

(13.06

)

 

 

 

 

 

 

 

 

 

 

Diluted loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.37

)

$

(0.86

)

$

(4.33

)

$

(8.40

)

Discontinued operations

 

(0.10

)

(1.03

)

(11.93

)

(4.66

)

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

$

(0.47

)

$

(1.89

)

$

(16.26

)

$

(13.06

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

Basic

 

6,185

 

5,952

 

6,120

 

5,949

 

Diluted

 

6,185

 

5,952

 

6,120

 

5,949

 

 

(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.

 

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Consolidated Statement of Financial Condition (Unaudited)

 

 

 

December 31,

 

December 31,

 

(In thousands, except for share and per-share amounts)

 

2013

 

2012

 

Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

51,353

 

$

44,868

 

Cash and securities segregated for regulatory and other purposes

 

6,000

 

13,000

 

Receivables from

 

 

 

 

 

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

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

Liabilities

 

 

 

 

 

Payables to:

 

 

 

 

 

Brokers, dealers and clearing organizations

 

$

—

 

$

638,009

 

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

 

Stockholders’ Equity

 

 

 

 

 

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

 

 

 

 

 

 

 

Common stock (in shares)

 

 

 

 

 

Shares issued

 

6,688,387

 

6,688,387

 

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.

 

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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

 

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