Attached files

file filename
8-K - FORM 8-K - ELAH Holdings, Inc.sggh-8k_20140508.htm

 

Exhibit 99.1

Signature Group Holdings, Inc. Reports First Quarter 2014 Results

-Second Consecutive Profitable Quarter-

-Settles Plaintiff Litigation Action for $1.5 million-

SHERMAN OAKS, Calif., May 8, 2014 – Signature Group Holdings, Inc. (OTCQX: SGGH) today reported financial results for its first quarter ended March 31, 2014.

Signature posted net earnings of $0.1 million in the first quarter of 2014, or $0.01 per share, an improvement of $2.9 million from the $2.8 million net loss, or $(0.23) per share, reported in the first quarter of 2013. Sequentially, net earnings were lower by $0.4 million compared to the fourth quarter of 2013.  

“Our company reported a second consecutive profitable quarter,” stated Signature’s Chairman and CEO Craig Bouchard. “With our corporate cost structure now aligned with our current operating size, we are focused on the future.  We are exploring opportunities for growth primarily in the transportation, industrial, food, water, energy and security sectors. Opportunities are plentiful and we are finding valuations to be reasonable.”

First Quarter 2014 Results  

Loss from continuing operations was $0.7 million in the first quarter of 2014, compared to $2.2 million in the first quarter of 2013 and $0.4 million in the fourth quarter of 2013. Excluding the impact of the change in our warrant liability, a noncash item, the loss from continuing operations in the first quarter of 2014 was $1.5 million, compared to $0.7 million in 2013, and $1.9 million in the fourth quarter of 2013. Year over year comparisons are not meaningful given the significant change in our results of operations following the sale of the residential real estate loans in the second quarter of 2013. The improvement on a sequential basis was largely due to reduced interest expense associated with lower debt balances.

Earnings from discontinued operations was $0.8 million in the first quarter of 2014, a $1.4 improvement from the $0.6 million loss from discontinued operations reported in the first quarter of 2013 and a slight reduction of the $0.9 million earnings reported in the fourth quarter of 2013. The improvement in earnings this quarter was largely due to the settlement of our litigation with a former employee in which we will receive $1.5 million, offset by legal expenses associated with the settlement and lawsuits of two other former employees and a noncash impairment charge taken against inventory.

As of March 31, 2014, the Company had $44.7 million in cash and cash equivalents; $54.4 million of working capital; and $18.3 million of total debt.  

 

About Signature Group Holdings, Inc.  

Signature is a holding company seeking to invest its capital in large, well-managed and consistently profitable businesses concentrated primarily in the United States industrial and commercial marketplace. The Company has significant capital resources, and federal net operating loss tax carryforwards of nearly $900 million. For more information about Signature, visit its corporate website at www.signaturegroupholdings.com.  

 


 

Cautionary Statement regarding Forward-Looking Statements

This earnings release contains forward-looking statements, which are based on our current expectations, estimates, and projections about the Company’s business and prospects, as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will,” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements include, but are not limited to, statements about the Company’s expansion and business strategies and anticipated growth opportunities and the amount of fundraising necessary to achieve it, as well as future performance, growth, operating results, financial condition and prospects. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to the demand for Industrial Supply’s products; the Company’s ability to successfully identify, consummate and integrate the acquisitions of other businesses; the Company’s ability to open warehouses in additional geographic regions; changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; the Company’s ability to successfully defend against current and new litigation matters as well as demands by investment banks for defense, indemnity, and contribution; obtaining the expected benefits of the reincorporation; and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.  

Contact  

Signature Group Holdings, Inc.  

Jeff Crusinberry, SVP and Treasurer  

(805) 435-1255  

investor.relations@signaturegroupholdings.com  

(Tables follow)

 

* * *


 


 

 

Signature Group Holdings, Inc.

 

 

 

 

 

 

 

 

Consolidated Statements of Operations

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

(Dollars in thousands, except per share amounts)

 

2014

 

 

2013

 

Operating revenues:

 

 

 

 

 

 

 

 

Industrial Supply

 

$

8,227

 

 

$

8,372

 

Special Situations

 

 

42

 

 

 

1,204

 

Corporate and Other

 

 

-

 

 

 

-

 

Total operating revenues

 

 

8,269

 

 

 

9,576

 

Operating costs:

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

5,283

 

 

 

5,272

 

Selling, general and administrative

 

 

3,841

 

 

 

3,564

 

Interest expense

 

 

246

 

 

 

991

 

Amortization of intangibles

 

 

265

 

 

 

397

 

Total operating costs

 

 

9,635

 

 

 

10,224

 

Operating loss

 

 

(1,366

)

 

 

(648

)

Other income (expense):

 

 

 

 

 

 

 

 

Change in fair value of common stock warrant liability

 

 

800

 

 

 

(1,450

)

Other, net

 

 

29

 

 

 

13

 

Total other income (expense)

 

 

829

 

 

 

(1,437

)

Loss from continuing operations before income taxes

 

 

(537

)

 

 

(2,085

)

Income tax expense

 

 

191

 

 

 

78

 

Loss from continuing operations

 

 

(728

)

 

 

(2,163

)

Earnings (loss) from discontinued operations, net of income taxes

 

 

841

 

 

 

(605

)

Net earnings (loss)

 

 

113

 

 

 

(2,768

)

Earnings (loss) attributable to noncontrolling interest

 

 

-

 

 

 

-

 

Net earnings (loss) attributable to Signature Group Holdings, Inc.

 

$

113

 

 

$

(2,768

)

 

 

 

 

 

 

 

 

 

EARNINGS (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

Basic and diluted:

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.06

)

 

$

(0.18

)

Discontinued operations

 

 

0.07

 

 

 

(0.05

)

Basic and diluted earnings (loss) per share

 

$

0.01

 

 

$

(0.23

)

 


 


 

 

Signature Group Holdings, Inc.

 

 

 

 

 

 

 

 

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

(Dollars in thousands)

 

2014

 

 

2013

 

ASSETS

 

(Unaudited)

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

44,628

 

 

$

47,880

 

Restricted cash

 

 

2,805

 

 

 

2,805

 

Trade accounts receivable, net

 

 

3,753

 

 

 

3,736

 

Inventory

 

 

11,856

 

 

 

10,345

 

Other current assets

 

 

875

 

 

 

899

 

Current assets of discontinued operations

 

 

1,763

 

 

 

691

 

Total current assets

 

 

65,680

 

 

 

66,356

 

Intangible assets, net

 

 

2,435

 

 

 

2,708

 

Goodwill

 

 

17,780

 

 

 

17,780

 

Other noncurrent assets

 

 

2,677

 

 

 

2,683

 

Noncurrent assets of discontinued operations

 

 

596

 

 

 

596

 

TOTAL ASSETS

 

$

89,168

 

 

$

90,123

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Trade payables

 

$

2,285

 

 

$

3,205

 

Line of credit

 

 

2,000

 

 

 

500

 

Long-term debt due within one year

 

 

3,700

 

 

 

3,600

 

Other current liabilities

 

 

1,045

 

 

 

1,096

 

Current liabilities of discontinued operations

 

 

2,285

 

 

 

2,285

 

Total current liabilities

 

 

11,315

 

 

 

10,686

 

Long-term debt

 

 

12,625

 

 

 

13,600

 

Common stock warrant liability

 

 

8,500

 

 

 

9,300

 

Other noncurrent liabilities

 

 

29

 

 

 

119

 

Noncurrent liabilities of discontinued operations

 

 

6,250

 

 

 

6,500

 

TOTAL LIABILITIES

 

 

38,719

 

 

 

40,205

 

TOTAL STOCKHOLDERS' EQUITY

 

 

50,449

 

 

 

49,918

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

89,168

 

 

$

90,123

 

 


 


 

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the balance sheets, statements of operations, or statements of cash flows; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measures so calculated and presented. EBITDA and Adjusted EBITDA are not measures recognized under GAAP. EBITDA and Adjusted EBITDA are presented and discussed because management believes they enhance the understanding of the financial performance of the Company’s continuing operations by investors and lenders. As a complement to financial measures recognized under GAAP, management believes that EBITDA and Adjusted EBITDA assist investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability. Because EBITDA and Adjusted EBITDA are not measures recognized under GAAP, they are not intended to be presented herein as a substitute for net earnings (loss) as an indicator of operating performance. EBITDA and Adjusted EBITDA are primarily performance measurements used by our senior management and the Company’s Board to evaluate certain operating results.

We calculate EBITDA and Adjusted EBITDA as earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, which is then adjusted to remove or add back certain items, or Adjusted EBITDA. These items are identified below in the reconciliation of loss from continuing operations to EBITDA and Adjusted EBITDA from continuing operations. Net earnings (loss) is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA.

Our calculation of EBITDA and Adjusted EBITDA may be different from the calculation used by other companies for non-GAAP financial measures having the same or similar names; therefore, they may not be comparable to other companies.

 The following table presents our reconciliation of loss from continuing operations to EBITDA and Adjusted EBITDA from continuing operations for the three months ended March 31, 2014 and 2013:

 

 

 

Three Months Ended March 31,

 

(Dollars in thousands)

 

2014

 

 

2013

 

Loss from continuing operations

 

$

(728

)

 

$

(2,163

)

Plus:

 

 

 

 

 

 

 

 

Interest

 

 

246

 

 

 

991

 

Taxes

 

 

191

 

 

 

78

 

Depreciation

 

 

32

 

 

 

19

 

Amortization of intangibles

 

 

265

 

 

 

397

 

EBITDA

 

 

6

 

 

 

(678

)

Adjustments:

 

 

 

 

 

 

 

 

Change in fair value of common stock warrant liability

 

 

(800

)

 

 

1,450

 

Amortization of share-based compensation

 

 

517

 

 

 

372

 

Amortization of other capitalized costs

 

 

17

 

 

 

18

 

Accretion of discounts

 

 

 

 

 

(112

)

Incremental professional fees related to the reincorporation and proxy contest

 

 

67

 

 

 

 

Total adjustments

 

 

(199

)

 

 

1,728

 

Adjusted EBITDA

 

$

(193

)

 

$

1,050

 

 

* * *