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8-K - 8-K - STEINWAY MUSICAL INSTRUMENTS INCa11-25727_38k.htm

Exhibit 99.1

 

 

Steinway Q3 Revenue Up 8%

 

WALTHAM, MA — November 8, 2011— Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and nine months ended September 30, 2011.

 

Third Quarter Results Compared to Prior Year Period

·                  Sales of $89.8 million, up 8%

·                  Gross margin increased to 28.9% from 27.9%

·                  Non-cash impairment charges of $5.1 million

·                  Income from operations of $1.1 million

·                  Adjusted EBITDA of $6.1 million

·                  Loss per share of $0.09

·                  Adjusted diluted earnings per share increased to $0.14 from $0.13

 

YTD Results Compared to Prior Year Period

·                  Sales of $251.6 million, up 9%

·                  Gross margin increased to 29.7% from 29.0%

·                  Income from operations of $7.7 million

·                  Adjusted EBITDA of $19.2 million

·                  Loss per share of $0.13

·                  Adjusted earnings per share of $0.39, consistent with prior year

 

Non-GAAP Adjustments are detailed in the attached financial tables.

 

Balance Sheet Highlights

·                  Cash of $41.2 million

·                  Borrowing availability of over $100 million

·                  Inventory reduced $9.0 million, or 6%, from September 2010

 

CEO Michael Sweeney commented on the third quarter, “We are pleased that, despite a strike at one of our band facilities, we were able to post healthy core operating results. Demand for our pianos remained solid in the United States and Europe and our manufacturing operations were more efficient. The improvements in sales and gross margins in our piano business more than offset the impact that the work stoppage had on our band division.”

 

Total debt net of cash at the end of the quarter declined $20.2 million, or 35%, from September 2010 as a result of the Company’s bond redemption in the second quarter of 2011. Net interest expense for the third quarter decreased $1.5 million, or 59%, compared to the prior year period.

 



 

In the third quarter, the band segment recorded a non-cash charge of $2.2 million associated with the impairment of goodwill, trademarks and property, plant & equipment. The Company’s online music business recorded a non-cash charge of $3.0 million associated with the impairment of goodwill and trademarks. These charges, which resulted from adjusting assets to estimated fair value, impacted third quarter after-tax earnings by $0.25 per diluted share.

 

Excluding impairment charges, operating expenses for the quarter increased $2.3 million over the prior year period. The increase was largely due to $1.1 million in severance charges incurred in connection with the resignation of the Company’s chairman in July and $0.4 million from currency translation. The reinstatement of salaries and benefits, increased promotional expenses, and higher sales and marketing costs associated with two additional company-operated piano retail stores also contributed to the increase.

 

The Steinway Hall building in New York City continued to adversely impact earnings, generating a loss of $0.06 per share for the quarter. The Company is in the process of evaluating alternatives for the property.

 

Piano Operations

Domestic revenues for the third quarter increased $3.8 million, or 17%, over the prior year period as unit shipments of Steinway grand pianos rose 6% and shipments of Boston and Essex pianos increased 16%. Overseas revenues increased $2.3 million, or 10%, as a result of a 5% increase in unit shipments of Steinway grand pianos and a $1.8 million positive impact of currency translation. Overseas shipments of Boston and Essex pianos increased 2%. Despite an exchange driven cost increase in the Boston line, gross margins in the piano segment improved significantly as a result of higher production levels at both piano factories.

 

Year-to-date, sales increased in the United States as well as Europe and Asia. Revenues were up $19.6 million, which included a $5.4 million benefit from foreign currency translation. Domestically, unit shipments of Steinway grand pianos rose 15% and shipments of Boston and Essex pianos increased 5%. Overseas, unit shipments of Steinway grand pianos rose 12% and shipments of Boston and Essex pianos increased 8%.

 

Band Operations

In October, the UAW ended the strike at the Company’s brass instrument manufacturing facility in Eastlake, Ohio and employees approved a new five-year contract. Mr. Sweeney explained, “We are pleased that labor negotiations have been completed and that the plant is fully staffed. Under the new contract, we will be able to keep our costs competitive while keeping jobs in the United States. We can now be confident of a stable labor environment as we head towards the next fiscal year and focus on producing and delivering the finest musical instruments.”

 

During the work stoppage, the unavailability of certain brass instruments resulted in approximately $2.3 million in missed sales opportunities. Given the seasonality of the school year ordering cycle combined with the current competitive band instrument market, the Company does not anticipate recapturing this volume by year end.

 



 

Third quarter band segment revenue improved slightly over the prior year period as an increase in woodwind shipments mitigated a decline in shipments of brass instruments. Gross margins declined from the prior year period as a result of manufacturing inefficiencies associated with the strike and increases in raw material costs.

 

Year-to-date, band segment revenues increased $2.0 million, or 2%. Increased shipments of brass and woodwind instruments at both the student and professional level more than offset a decrease in percussion instruments.

 

Outlook

Discussing the remainder of 2011, Mr. Sweeney said, “Third quarter results showed continued year-over-year improvement in the Company’s piano business. With so much uncertainty in Europe, we are cautiously optimistic that our positive sales trends will continue in the fourth quarter. Gross margins should remain at current levels as our piano factories continue to operate at consistent production rates.”

 

Looking at the band business, Mr. Sweeney said, “October orders came in strong, up 13% over last year. While production at our Eastlake plant is expected to be below normal for several months as we continue training new employees, we have sufficient inventory levels of most products. Our customers can feel confident that the majority of our standard instruments will be available in the fourth quarter and beyond. We expect to see improving manufacturing efficiencies at all of our other band manufacturing facilities.”

 

Segment Information

 

Piano Segment

 

Third Quarter Results Compared to Prior Year Period

·                  Sales of $51.1 million, up 14%

·                  Steinway grand piano unit increase of 5%

·                  Boston and Essex piano unit increase of 9%

·                  Gross margin increased to 35.4% from 31.5%

 

YTD Results Compared to Prior Year Period

·                  Sales of $148.9 million, up 15%

·                  Steinway grand piano unit increase of 14%

·                 Boston and Essex piano unit increase of 6%

·                  Gross margin increased to 34.9% from 32.4%

 

Band Segment

 

Third Quarter Results Compared to Prior Year Period

·                  Sales of $38.7 million, up 1%

·                  Brass and woodwind units down 4%

·                  Gross margin decreased to 20.3% from 23.5%

 



 

YTD Results Compared to Prior Year Period

·                  Sales of $102.8 million, up 2%

·                  Brass and woodwind units up 3%

·                  Gross margin decreased to 22.3% from 24.6%

 

Conference Call

Management will be discussing the Company’s third quarter results as well as its outlook for the remainder of 2011 on a conference call today beginning at 5:00 p.m. ET. A live webcast and an archive of the call will be available to all interested parties on the Company’s website, www.steinwaymusical.com.

 

About Steinway Musical Instruments

Steinway Musical Instruments, Inc., through its Steinway and Conn-Selmer divisions, is a global leader in the design, manufacture, marketing and distribution of high quality musical instruments. These products include Bach Stradivarius trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc clarinets, King trombones, Ludwig snare drums and Steinway & Sons pianos. Through its online music retailer, ArkivMusic, the Company also produces and distributes classical music recordings. For more information about Steinway Musical Instruments, Inc. please visit the Company’s website at www.steinwaymusical.com.

 

Non-GAAP Financial Measures Used by Steinway Musical Instruments

The Company uses the non-GAAP measurement Adjusted EBITDA, which it defines as earnings before net interest expense, income taxes, depreciation and amortization, adjusted to exclude non-recurring, infrequent, or unusual items. Adjustments are detailed in the attached financial tables. The Company uses Adjusted EBITDA because it is useful to management and investors as a measure of the Company’s core operating performance in that it eliminates the impact of items that are unrelated to how well the Company is completing its manufacturing and operating responsibilities. In addition, the Company uses Adjusted EBITDA as the basis for determining bonuses for its managers. The Company also believes Adjusted EBITDA is helpful in determining the Company’s ability to meet future debt service, capital expenditures and working capital requirements as it factors out non-cash expenses such as depreciation, amortization, and impairment charges.

 

There are limitations in the use of Adjusted EBITDA because the Company’s actual results do include the impact of the noted Adjustments. Accordingly, Adjusted EBITDA should be used as a supplement to the comparable GAAP measures and should not be construed as a substitute for income from operations or net income, or a better indicator of liquidity than cash flows from operating activities, which are determined in accordance with GAAP.

 

The Company also uses the non-GAAP measurement “total debt net of cash,” which it defines as short-term debt plus long-term debt less cash. The Company believes this non-GAAP measure is useful as a measure of the Company’s ability to repay all debt. Many investors use this measure in making investment decisions as it gives them an idea of a company’s financial health and its level of leverage compared to liquid assets.

 



 

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

This release contains “forward-looking statements” which represent the Company’s present expectations or beliefs concerning future events. The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties which could cause actual results to differ materially from those indicated in this release. These risk factors include the following: changes in general economic conditions; reductions in school budgets; increased competition; ability of dealers to obtain financing; exchange rate fluctuations; variations in the mix of products sold; market acceptance of new products; ability of suppliers to meet demand; concentration of credit risk; ability to maximize return on NY real estate; and fluctuations in effective tax rates resulting from shifts in sources of income. Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.

 

Contact:

Julie A. Theriault

Telephone:

781-894-9770

Email:

ir@steinwaymusical.com

 



 

STEINWAY MUSICAL INSTRUMENTS, INC.

 

Condensed Consolidated Statements of Operations

(In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

9/30/2011

 

9/30/2010

 

9/30/2011

 

9/30/2010

 

Net sales

 

$

89,755

 

$

83,261

 

$

251,627

 

$

230,052

 

Cost of sales

 

63,783

 

60,066

 

176,783

 

163,370

 

Gross profit

 

25,972

 

23,195

 

74,844

 

66,682

 

 

 

28.9

%

27.9

%

29.7

%

29.0

%

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

10,689

 

9,587

 

32,470

 

29,756

 

General and administrative

 

9,269

 

7,768

 

29,321

 

22,096

 

Other

 

(230

)

46

 

3

 

172

 

Impairment charges

 

5,142

 

 

5,361

 

 

Total operating expenses

 

24,870

 

17,401

 

67,155

 

52,024

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1,102

 

5,794

 

7,689

 

14,658

 

 

 

 

 

 

 

 

 

 

 

Other expense (income), net

 

1,886

 

110

 

3,132

 

(699

)

Net loss (gain) on extinguishment of debt

 

 

 

2,422

 

(104

)

Interest expense, net

 

1,011

 

2,464

 

4,851

 

7,318

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(1,795

)

3,220

 

(2,716

)

8,143

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) provision

 

(717

)

1,655

 

(1,096

)

3,598

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(1,078

)

$

1,565

 

$

(1,620

)

$

4,545

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share - basic

 

$

(0.09

)

$

0.13

 

$

(0.13

)

$

0.40

 

(Loss) earnings per share - diluted

 

$

(0.09

)

$

0.13

 

$

(0.13

)

$

0.39

 

Weighted average common shares - basic

 

12,334

 

12,056

 

12,189

 

11,503

 

Weighted average common shares - diluted

 

12,334

 

12,099

 

12,189

 

11,559

 

 

Condensed Consolidated Balance Sheets

(In Thousands)

(Unaudited)

 

 

 

9/30/2011

 

9/30/2010

 

12/31/2010

 

Cash

 

$

41,221

 

$

96,214

 

$

119,811

 

Receivables, net

 

49,724

 

52,383

 

42,385

 

Inventories, net

 

140,333

 

149,300

 

144,500

 

Other current assets

 

27,701

 

25,086

 

21,932

 

Total current assets

 

258,979

 

322,983

 

328,628

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

85,290

 

85,850

 

86,404

 

Other assets

 

66,009

 

67,443

 

70,062

 

Total assets

 

$

410,278

 

$

476,276

 

$

485,094

 

 

 

 

 

 

 

 

 

Debt

 

$

649

 

$

1,198

 

$

2,462

 

Other current liabilities

 

45,957

 

47,230

 

51,322

 

Total current liabilities

 

46,606

 

48,428

 

53,784

 

 

 

 

 

 

 

 

 

Long-term debt

 

77,351

 

152,012

 

152,048

 

Other liabilities

 

49,083

 

48,668

 

50,638

 

Stockholders’ equity

 

237,238

 

227,168

 

228,624

 

Total liabilities and stockholders’ equity

 

$

410,278

 

$

476,276

 

$

485,094

 

 



 

STEINWAY MUSICAL INSTRUMENTS, INC.

 

Reconciliation of GAAP Earnings to Adjusted Earnings

(In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Three Months Ended 9/30/11

 

 

 

GAAP

 

Adjustments

 

Adjusted

 

Band sales

 

$

38,652

 

$

 

$

38,652

 

Piano sales

 

51,103

 

 

51,103

 

Total sales

 

89,755

 

 

89,755

 

 

 

 

 

 

 

 

 

Band gross profit

 

7,857

 

(18

)(1)

7,839

 

Piano gross profit

 

18,115

 

(22

)(1)

18,093

 

Total gross profit

 

25,972

 

(40

)

25,932

 

 

 

 

 

 

 

 

 

Band GM %

 

20.3

%

 

 

20.3

%

Piano GM %

 

35.4

%

 

 

35.4

%

Total GM %

 

28.9

%

 

 

28.9

%

 

 

 

 

 

 

 

 

Operating expenses

 

19,728

 

377

(1)

20,105

 

Impairment charges

 

5,142

 

(5,142

)(2)

 

 

 

24,870

 

(4,765

)

20,105

 

 

 

 

 

 

 

 

 

Income from operations

 

1,102

 

4,725

 

5,827

 

 

 

 

 

 

 

 

 

Other (income) expense, net

 

1,886

 

 

1,886

 

Net loss (gain) on extinguishment of debt

 

 

 

 

Interest expense, net

 

1,011

 

 

1,011

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(1,795

)

4,725

 

2,930

 

 

 

 

 

 

 

 

 

Income tax (benefit) provision

 

(717

)

1,838

(3)

1,121

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(1,078

)

$

2,887

 

$

1,809

 

 

 

 

 

 

 

 

 

(Loss) earnings per share - basic

 

$

(0.09

)

 

 

$

0.15

 

(Loss) earnings per share - diluted

 

$

(0.09

)

 

 

$

0.14

 

Weighted average common shares - basic

 

12,334

 

 

 

12,334

 

Weighted average common shares - diluted

 

12,334

 

 

 

12,482

 

 

 

 

Three Months Ended 9/30/10

 

 

 

GAAP

 

Adjustments

 

Adjusted

 

Band sales

 

$

38,261

 

$

 

$

38,261

 

Piano sales

 

45,000

 

 

45,000

 

Total sales

 

83,261

 

 

83,261

 

 

 

 

 

 

 

 

 

Band gross profit

 

9,002

 

 

9,002

 

Piano gross profit

 

14,193

 

 

14,193

 

Total gross profit

 

23,195

 

 

23,195

 

 

 

 

 

 

 

 

 

Band GM %

 

23.5

%

 

 

23.5

%

Piano GM %

 

31.5

%

 

 

31.5

%

Total GM %

 

27.9

%

 

 

27.9

%

 

 

 

 

 

 

 

 

Operating expenses

 

17,401

 

 

17,401

 

 

 

 

 

 

 

 

 

Income from operations

 

5,794

 

 

5,794

 

 

 

 

 

 

 

 

 

Other (income) expense, net

 

110

 

 

110

 

Net loss (gain) on extinguishment of debt

 

 

 

 

Interest expense, net

 

2,464

 

 

2,464

 

 

 

 

 

 

 

 

 

Income before income taxes

 

3,220

 

 

3,220

 

 

 

 

 

 

 

 

 

Income tax provision

 

1,655

 

 

1,655

 

 

 

 

 

 

 

 

 

Net income

 

$

1,565

 

$

 

$

1,565

 

 

 

 

 

 

 

 

 

Earnings per share - basic

 

$

0.13

 

 

 

$

0.13

 

Earnings per share - diluted

 

$

0.13

 

 

 

$

0.13

 

Weighted average common shares - basic

 

12,056

 

 

 

12,056

 

Weighted average common shares - diluted

 

12,099

 

 

 

12,099

 

 


Notes to Reconciliation of GAAP Earnings to Adjusted Earnings

(1)  Reflects Q3 stock-based compensation costs which were accelerated into Q2 due to Class A common stock sale.

(2)  Reflects impairment charges as follows: $2,982 on online music business intangible assets; $1,050 on band intangible assets; and $1,110 on band property, plant & equipment.

(3)  Reflects the tax effect of Adjustments.

 



 

STEINWAY MUSICAL INSTRUMENTS, INC.

 

Reconciliation of GAAP Earnings to Adjusted Earnings

(In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Nine Months Ended 9/30/11

 

 

 

GAAP

 

Adjustments

 

Adjusted

 

Band sales

 

$

102,764

 

$

 

$

102,764

 

Piano sales

 

148,863

 

 

148,863

 

Total sales

 

251,627

 

 

251,627

 

 

 

 

 

 

 

 

 

Band gross profit

 

22,955

 

472

(1)

23,427

 

Piano gross profit

 

51,889

 

142

(2)

52,031

 

Total gross profit

 

74,844

 

614

 

75,458

 

 

 

 

 

 

 

 

 

Band GM %

 

22.3

%

 

 

22.8

%

Piano GM %

 

34.9

%

 

 

35.0

%

Total GM %

 

29.7

%

 

 

30.0

%

 

 

 

 

 

 

 

 

Operating expenses

 

61,794

 

(2,097

)(2)

59,697

 

Impairment charges

 

5,361

 

(5,361

)(3)

 

 

 

67,155

 

(7,458

)

59,697

 

 

 

 

 

 

 

 

 

Income from operations

 

7,689

 

8,072

 

15,761

 

 

 

 

 

 

 

 

 

Other (income) expense, net

 

3,132

 

 

3,132

 

Net loss (gain) on extinguishment of debt

 

2,422

 

(2,422

)(4)

 

Interest expense, net

 

4,851

 

 

4,851

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(2,716

)

10,494

 

7,778

 

 

 

 

 

 

 

 

 

Income tax (benefit) provision

 

(1,096

)

4,082

(5)

2,986

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(1,620

)

$

6,412

 

$

4,792

 

 

 

 

 

 

 

 

 

(Loss) earnings per share - basic

 

$

(0.13

)

 

 

$

0.39

 

(Loss) earnings per share - diluted

 

$

(0.13

)

 

 

$

0.39

 

Weighted average common shares - basic

 

12,189

 

 

 

12,189

 

Weighted average common shares - diluted

 

12,189

 

 

 

12,336

 

 

 

 

Nine Months Ended 9/30/10

 

 

 

GAAP

 

Adjustments

 

Adjusted

 

Band sales

 

$

100,754

 

$

 

$

100,754

 

Piano sales

 

129,298

 

 

129,298

 

Total sales

 

230,052

 

 

230,052

 

 

 

 

 

 

 

 

 

Band gross profit

 

24,761

 

 

24,761

 

Piano gross profit

 

41,921

 

 

41,921

 

Total gross profit

 

66,682

 

 

66,682

 

 

 

 

 

 

 

 

 

Band GM %

 

24.6

%

 

 

24.6

%

Piano GM %

 

32.4

%

 

 

32.4

%

Total GM %

 

29.0

%

 

 

29.0

%

 

 

 

 

 

 

 

 

Operating expenses

 

52,024

 

 

52,024

 

 

 

 

 

 

 

 

 

Income from operations

 

14,658

 

 

14,658

 

 

 

 

 

 

 

 

 

Other (income) expense, net

 

(699

)

 

(699

)

Net loss (gain) on extinguishment of debt

 

(104

)

104

(4)

 

Interest expense, net

 

7,318

 

 

7,318

 

 

 

 

 

 

 

 

 

Income before income taxes

 

8,143

 

(104

)

8,039

 

 

 

 

 

 

 

 

 

Income tax provision

 

3,598

 

(41

)(5)

3,557

 

 

 

 

 

 

 

 

 

Net income

 

$

4,545

 

$

(63

)

$

4,482

 

 

 

 

 

 

 

 

 

Earnings per share - basic

 

$

0.40

 

 

 

$

0.39

 

Earnings per share - diluted

 

$

0.39

 

 

 

$

0.39

 

Weighted average common shares - basic

 

11,503

 

 

 

11,503

 

Weighted average common shares - diluted

 

11,559

 

 

 

11,559

 

 


Notes to Reconciliation of GAAP Earnings to Adjusted Earnings

(1)  Reflects $55 accelerated stock-based compensation costs associated with Class A common stock sale and $417 employee severance costs associated with a plant closure.

(2)  Reflects accelerated stock-based compensation costs associated with Class A common stock sale.

(3)  Reflects impairment charges as follows: $219 related to a closed band plant; $2,982 on online music business intangible assets; $1,050 on band intangible assets; and $1,110 on band property, plant & equipment.

(4)  Reflects a net gain (loss) on early extinguishment of debt.

(5)  Reflects the tax effect of Adjustments.

 



 

STEINWAY MUSICAL INSTRUMENTS, INC.

(In Thousands)

(Unaudited)

 

Reconciliation from Cash Flows from Operating Activities to Adjusted EBITDA

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

9/30/2011

 

9/30/2010

 

9/30/2011

 

9/30/2010

 

Cash flows from operating activities

 

$

8,875

 

$

3,003

 

$

858

 

$

11,114

 

Changes in operating assets and liabilities

 

(2,437

)

726

 

15,460

 

552

 

Stock-based compensation expense (adjusted for acceleration)

 

(530

)

(368

)

(1,220

)

(1,109

)

Income tax (benefit) provision, net of deferreds

 

(971

)

1,705

 

(763

)

4,855

 

Net interest expense

 

1,011

 

2,464

 

4,851

 

7,318

 

Recovery of doubtful accounts

 

131

 

311

 

211

 

63

 

Other

 

36

 

95

 

(641

)

(134

)

Non-recurring, infrequent or unusual cash charges

 

 

 

417

 

 

Adjusted EBITDA

 

$

6,115

 

$

7,936

 

$

19,173

 

$

22,659

 

 

Reconciliation from Net (Loss) Income to Adjusted EBITDA

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

9/30/2011

 

9/30/2010

 

9/30/2011

 

9/30/2010

 

Net (loss) income

 

$

(1,078

)

$

1,565

 

$

(1,620

)

$

4,545

 

Income tax (benefit) provision

 

(717

)

1,655

 

(1,096

)

3,598

 

Net interest expense

 

1,011

 

2,464

 

4,851

 

7,318

 

Depreciation

 

1,911

 

1,952

 

5,704

 

6,391

 

Amortization

 

263

 

300

 

840

 

911

 

Non-recurring, infrequent or unusual items

 

4,725

 

 

10,494

 

(104

)

Adjusted EBITDA

 

$

6,115

 

$

7,936

 

$

19,173

 

$

22,659