UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 9, 2014
GLEACHER & COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-14140
(Commission File Number)
22-2655804
(IRS Employer Identification No.)
677 Broadway, 2nd Floor
Albany, New York
(Address of Principal Executive Offices)
12207
(Zip Code)
(212) 273-7100
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 9, 2014, the Company issued a press release announcing the Companys financial results for the period ended March 31, 2014. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1.
The information in Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press Release of Gleacher & Company, Inc. dated May 9, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GLEACHER & COMPANY, INC. | |
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By: |
/s/ Bryan J. Edmiston |
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Name: |
Bryan J. Edmiston |
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Title: |
Controller |
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May 9, 2014 |
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Exhibit 99.1
GLEACHER & COMPANY REPORTS FIRST QUARTER
2014 FINANCIAL RESULTS
ALBANY, NEW YORK, May 9, 2014 Gleacher & Company, Inc. (Nasdaq: GLCH) today announced its financial results for the first quarter. The Company reported a net loss of $4.8 million for the first quarter of 2014 and a loss per share of ($0.78).
Separately, during the quarter the Company announced that its Board of Directors determined that it is in the best interests of the Companys stockholders for the Company to dissolve, liquidate and distribute to stockholders its available assets. The dissolution is subject to stockholder approval. The Company intends to present this proposal to its stockholders of record as of April 21, 2014 at the Companys 2014 Annual Stockholders Meeting, currently scheduled for May 29, 2014.
Consolidated Statements of Operations (Unaudited)
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Three Months Ended |
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March 31, |
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December 31, |
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March 31, |
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(In thousands, except for per-share amounts) |
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2014 |
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2013 |
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2013 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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Revenue: |
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Investment gains, net |
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$ |
587 |
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$ |
1,605 |
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$ |
172 |
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Fees and other |
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205 |
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170 |
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169 |
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Total revenue |
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792 |
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1,775 |
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341 |
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Expenses: |
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Compensation and benefits |
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1,444 |
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1,446 |
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2,523 |
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Professional fees |
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2,745 |
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2,026 |
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2,510 |
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Communications and data processing |
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164 |
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207 |
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406 |
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Occupancy, depreciation and amortization |
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158 |
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240 |
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307 |
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Other |
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551 |
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1,351 |
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794 |
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Total expenses |
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5,062 |
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5,270 |
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6,540 |
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Loss from continuing operations before income taxes and discontinued operations |
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(4,270 |
) |
(3,495 |
) |
(6,199 |
) | |||
Income tax expense/(benefit) |
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14 |
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(1,175 |
) |
39 |
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Loss from continuing operations |
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(4,284 |
) |
(2,320 |
) |
(6,238 |
) | |||
Loss from discontinued operations, net of taxes |
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(517 |
) |
(600 |
) |
(11,733 |
) | |||
Net loss |
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$ |
(4,801 |
) |
$ |
(2,920 |
) |
$ |
(17,971 |
) |
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Loss per share: |
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Basic loss per share |
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Continuing operations |
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$ |
(0.69 |
) |
$ |
(0.37 |
) |
$ |
(1.04 |
) |
Discontinued operations |
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(0.09 |
) |
(0.10 |
) |
(1.97 |
) | |||
Net loss per share |
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$ |
(0.78 |
) |
$ |
(0.47 |
) |
$ |
(3.01 |
) |
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Diluted loss per share |
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Continuing operations |
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$ |
(0.69 |
) |
$ |
(0.37 |
) |
$ |
(1.04 |
) |
Discontinued operations |
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(0.09 |
) |
(0.10 |
) |
(1.97 |
) | |||
Net loss per share |
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$ |
(0.78 |
) |
$ |
(0.47 |
) |
$ |
(3.01 |
) |
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Weighted average number of shares of common stock: |
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Basic |
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6,181 |
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6,185 |
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5,976 |
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Diluted |
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6,181 |
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6,185 |
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5,976 |
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Consolidated Statement of Financial Condition (Unaudited)
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March 31, |
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December 31, |
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(In thousands, except for share and per-share amounts) |
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2014 |
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2013 |
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Assets: |
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Cash and cash equivalents |
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$ |
57,466 |
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$ |
51,353 |
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Cash and securities segregated for regulatory and other purposes |
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5,000 |
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6,000 |
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Receivables from |
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Brokers, dealers and clearing organizations |
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2,586 |
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9,173 |
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Related parties |
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872 |
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856 |
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Other |
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845 |
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908 |
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Financial instruments owned, at fair value |
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683 |
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664 |
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Investments |
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19,476 |
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18,889 |
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Office equipment and leasehold improvements, net |
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102 |
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115 |
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Income taxes receivable |
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438 |
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4,116 |
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Other assets |
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3,556 |
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3,890 |
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Total Assets |
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$ |
91,024 |
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$ |
95,964 |
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Liabilities and Stockholders Equity: |
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Liabilities |
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Payables to: |
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Related parties |
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$ |
474 |
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$ |
475 |
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Others |
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1,498 |
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1,868 |
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Accrued compensation |
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2,023 |
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1,907 |
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Restructuring reserve |
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1,932 |
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2,491 |
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Accounts payable and accrued expenses |
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2,346 |
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1,629 |
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Income taxes payable |
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3,392 |
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3,331 |
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Subordinated debt |
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409 |
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409 |
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Total Liabilities |
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12,074 |
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12,110 |
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Stockholders Equity |
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Common stock ($.01 par value; authorized 10,000,000 shares) |
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1,337 |
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1,337 |
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Additional paid-in capital |
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455,591 |
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455,910 |
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Deferred compensation |
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101 |
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101 |
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Accumulated deficit |
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(367,910 |
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(363,109 |
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Treasury stock, at cost |
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(10,169 |
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(10,385 |
) | ||
Total Stockholders Equity |
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78,950 |
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83,854 |
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Total Liabilities and Stockholders Equity |
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$ |
91,024 |
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$ |
95,964 |
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Common stock (in shares) |
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Shares issued |
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6,688,387 |
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6,688,387 |
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Less: Treasury stock |
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(504,898 |
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(513,397 |
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Shares outstanding |
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6,183,489 |
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6,174,990 |
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About Gleacher & Company
Gleacher & Company, Inc. (Nasdaq: GLCH) is incorporated under the laws of the State of Delaware. The Companys 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 Companys belief or plans regarding future events, many of which, by their nature, are inherently uncertain and outside of the Companys control. The Companys 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 Companys periodic and current reports and other filings made by the Company with the Securities and Exchange Commission. As a result, the Companys 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 proposed dissolution and liquidation of the Company, involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by such forward-looking statements. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future events or results. Except as may be required under federal law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur.
For Additional Information Please Contact:
Gleacher & Company, Inc. |
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Investor Relations |
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212.273.7100 |
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