STEINWAY MUSICAL INSTRUMENTS INC 
By WALTHAM, Mass., Aug. 6, 2013 /PRNewswire/ -- Steinway Musical Instruments, Inc. (NYSE: LVB) today announced its financial results for the second quarter and six months ended June 30, 2013.
Net sales for the second quarter of 2013 totaled $92.4 million compared to $85.7 million for the prior-year quarter. The Company reported net income of $20.2 million, or $1.60 per diluted share, for the second quarter of 2013 compared to $2.4 million, or $0.19 per diluted share, for the second quarter of 2012.
During the second quarter of 2013, the Company recognized a net $22.7 million gain on the sale of its West 57(th) Street office building and $0.5 million in impairment charges related to its online music business. Before giving effect to those items, second quarter net income was $4.5 million, or $0.35 per diluted share.
CEO Michael Sweeney commented on the quarter, "We delivered solid results, improving total revenues by 8% while boosting gross margin by 200 basis points and Adjusted EBITDA by 42%. We're especially pleased with our double-digit increase in piano sales. Both our band and piano divisions turned in strong operating performances this quarter.
"At the end of June, we achieved a major objective with the sale of Steinway Hall. Shortly thereafter, we redeemed our Senior Notes, paying down all of the Company's long-term debt. With these actions completed, we can now concentrate all our efforts on achieving our operational objectives and continuing our heritage of offering the world's finest musical instruments."
SECOND QUARTER RESULTS
Piano Operations
Second quarter revenue increased to $56.8 million, or 12.7%, over the prior-year quarter due to strong wholesale piano sales. Worldwide, unit shipments of Steinway grand pianos increased 20.7% and Boston and Essex piano shipments rose 21.0%. In the Americas and Europe, revenue increased 18.2% and 19.6%, respectively, while exchange rate changes negatively impacted revenue in the Asia-Pacific region. Without these changes, revenue from the region would have been stable.
On a combined basis, production at the Company's New York and Hamburg factories rose approximately 25% over the prior-year quarter, helping meet the increased demand for Steinway pianos. Overall gross margin increased 80 basis points over the prior year. The gross margin improvement that results from higher production levels was somewhat offset by lower revenue from the Company's retail operations during the quarter. Training processes in the Company's Hamburg factory progressed during the second quarter, resulting in gross margin improvement of 160 basis points over the first quarter of 2013.
Band Operations
Revenues for the second quarter totaled $35.6 million, an increase of 0.7% over the prior-year period. Results were mixed, with a 2.2% increase in student unit shipments and a 2.7% decrease in professional unit sales. Strong sales of background brass instruments and higher sales of drum outfits offset lower sales of accessories.
Gross margin improved 310 basis points over the second quarter of 2012. Firm control over manufacturing costs allowed price increases to directly benefit gross profit. A higher mix of brass instruments and more efficient production also contributed to the improvement.
Operating Expenses
Operating expenses for the quarter increased $1.3 million over the prior-year period. For the second quarter, legal and consulting fees associated with the Company's evaluation of strategic alternatives were $2.4 million in 2013 and $1.9 million in 2012. Excluding these costs and $0.5 million and $0.2 million in impairment charges from each period, respectively, operating expenses were up 2.7%.
YTD RESULTS
Piano Operations
Year-to-date, revenue increased 8.1% over the prior-year period, to $102.2 million. Sales in the Americas were robust, up 18.5%, while sales in the Company's Europe and Asia-Pacific regions were on par with prior year. Worldwide, unit shipments of Steinway grand pianos increased 9.2% and Boston and Essex piano shipments increased 22.2%. Overall gross margin improved 90 basis points over the prior-year period, somewhat less than expected due to the higher mix of lower-margin pianos.
Band Operations
Year-to-date, revenue decreased 3.1% from the prior-year period, to $67.0 million. Increased revenue from brass instruments mitigated lower sales of accessories and percussion instruments. Relatively stable manufacturing costs, coupled with price increases, contributed to an increase in gross margin of 450 basis points over the prior-year period. A higher mix of professional instruments and more efficient production also contributed to the increase.
Capitalization
As of June 30, 2013, the Company's cash balance totaled $106.5 million. This amount included net cash proceeds of approximately $43.3 million from the sale of the Company's interest in the West 57(th) Street building, which closed on June 28, 2013. The Company realized a pre-tax gain of $22.7 million on the sale. On July 15, 2013, the Company completed its redemption of $67.5 million in aggregate principal amount of its 7% Senior Notes due 2014. As a result, the Company has no remaining long-term debt.
Merger Agreement with Kohlberg & Company
On June 30, 2013, Steinway entered into a definitive agreement to be acquired by an affiliate of Kohlberg & Company ("Kohlberg"), a global private equity investment firm, in a transaction valued at approximately $438 million. Upon the completion of the transaction, the Company will become a privately held company. The agreement provides for a 45-day "go-shop" period, which will end on August 14, 2013, during which time the Company may solicit alternative proposals to the transaction with Kohlberg. Any shares not tendered in the offer will be acquired in a second-step merger at the same cash price as paid in the tender offer. The transaction is expected to close in the third quarter of 2013.
Upon the successful closing of the tender offer, stockholders of the Company who tender their shares in the tender offer will receive $35.00 per share, in cash, payable without interest and less any applicable withholding taxes. This represents a premium of approximately 33% based on the average closing price of the Company's common stock during the 90 trading days ended June 28, 2013.
Conference Call
In light of its pending acquisition by an affiliate of Kohlberg, the Company will not host a conference call relating to its second quarter 2013 financial results.
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 (if any). 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.
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.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements which represent the Company's present expectations or beliefs concerning future events, including with respect to the tender offer and related transactions. When used in this press release, the words "can," "will," "intends," "expects," "is expected," similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors. The Company does not assume any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Risk factors include the following: uncertainties regarding the timing of the closing of the transaction; uncertainties as to the number of stockholders of the Company who may tender their stock in the tender offer; the risk of failing to obtain any regulatory approvals or satisfy conditions to the transaction; the risk that Kohlberg is unable to obtain adequate financing; the risk that the transaction will not close or that the closing will be delayed; the risk that the Company's businesses will suffer due to uncertainty related to the transaction; competitive responses to the transaction; changes in general economic conditions; reductions in school budgets; increased competition; 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 fulfill piano orders in a timely manner; and fluctuations in effective tax rates resulting from shifts in sources of income. Further information on factors that could affect the Company's financial results is provided in documents filed by the Company with the Securities and Exchange Commission (the "SEC"), including the Company's recent filings on Form 10-Q and Form 10-K.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock have been made pursuant to a tender offer statement on Schedule TO, containing an offer to purchase and related tender offer documents, filed by Kohlberg and certain of its affiliates with the SEC on July 15, 2013. The Company filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer with the SEC on July 15, 2013. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement, and any amendments thereto, contain important information that should be read carefully before any decision is made with respect to the tender offer. These materials are available to the Company's stockholders at no expense to them and may also be obtained by contacting the Company's Investor Relations Department at 800 South Street, Suite 305, Waltham, Massachusetts 02453, telephone number (781) 894-9770 or ir@steinwaymusical.com. All of these materials (and all other tender offer documents filed with the SEC) are available at no charge at the SEC's website (www.sec.gov).
Company Contact:
Julie A. Theriault
Steinway Musical Instruments, Inc.
(781) 894-9770
ir@steinwaymusical.com
Investor Relations Contact:
Harriet Fried / Jody Burfening
LHA
(212) 838-3777
hfried@lhai.com
STEINWAY MUSICAL INSTRUMENTS, INC.
Condensed Consolidated Statements of Operations
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
6/30/2013 6/30/2012 6/30/2013 6/30/2012
--------- --------- --------- ---------
Net sales $92,353 $85,704 $169,156 $163,657
Cost of sales 61,063 58,339 112,516 113,145
------ ------ ------- -------
Gross profit 31,290 27,365 56,640 50,512
33.9% 31.9% 33.5% 30.9%
Operating expenses:
Sales and marketing 10,969 11,072 22,249 23,057
General and administrative 11,266 10,144 19,736 19,105
Other 454 178 473 216
--- --- --- ---
Total operating expenses 22,689 21,394 42,458 42,378
Income from operations 8,601 5,971 14,182 8,134
Other (income) expense, net (21,707) 1,277 (21,306) 1,631
Interest expense, net 939 942 1,856 1,792
--- --- ----- -----
Income before income taxes 29,369 3,752 33,632 4,711
Income tax provision 9,214 1,355 10,787 1,724
----- ----- ------ -----
Net income $20,155 $2,397 $22,845 $2,987
======= ====== ======= ======
Earnings per share - basic $1.62 $0.19 $1.83 $0.24
Earnings per share - diluted $1.60 $0.19 $1.82 $0.24
Weighted average common shares - basic 12,463 12,378 12,461 12,373
Weighted average common shares - diluted 12,571 12,507 12,558 12,508
Condensed Consolidated Balance Sheets
(In Thousands)
(Unaudited)
6/30/2013 6/30/2012 12/31/2012
--------- --------- ----------
Cash $106,500 $40,461 $73,406
Receivables, net 49,211 47,392 43,536
Inventories, net 133,974 137,210 125,081
Other current assets 15,820 24,900 14,309
------ ------ ------
Total current assets 305,505 249,963 256,332
Property, plant and equipment, net 67,936 88,743 91,485
Other assets 78,551 71,854 77,850
------ ------ ------
Total assets $451,992 $410,560 $425,667
======== ======== ========
Debt $67,968 $626 $576
Other current liabilities 61,976 47,159 53,042
------ ------ ------
Total current liabilities 129,944 47,785 53,618
Long-term debt - 70,899 67,431
Other liabilities 59,569 56,821 62,773
Stockholders' equity 262,479 235,055 241,845
------- ------- -------
Total liabilities and stockholders' equity $451,992 $410,560 $425,667
======== ======== ========
STEINWAY MUSICAL INSTRUMENTS, INC.
Reconciliation of GAAP Earnings to Adjusted Earnings
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended 6/30/13
--------------------------
GAAP Adjustments Adjusted
---- ----------- --------
Band sales $35,596 $ - $35,596
Piano sales 56,757 - 56,757
------ --- ------
Total sales 92,353 - 92,353
Band gross profit 10,284 - 10,284
Piano gross profit 21,006 - 21,006
------ --- ------
Total gross profit 31,290 - 31,290
Band GM % 28.9% 28.9%
Piano GM % 37.0% 37.0%
Total GM % 33.9% 33.9%
Operating expenses 22,689 (500) (1) 22,189
------ ---- ------
Income from operations 8,601 500 9,101
Other (income) expense, net (21,707) 22,725 (2) 1,018
Interest expense, net 939 - 939
--- --- ---
Income before income taxes 29,369 (22,225) 7,144
Income tax provision 9,214 (6,521) (3) 2,693
----- ------ -----
Net income $20,155 $(15,704) $4,451
======= ======== ======
Earnings per share - basic $1.62 $0.36
Earnings per share - diluted $1.60 $0.35
Weighted average common shares - basic 12,463 12,463
Weighted average common shares - diluted 12,571 12,571
Three Months Ended 6/30/12
--------------------------
GAAP Adjustments Adjusted
---- ----------- --------
Band sales $35,340 $ - $35,340
Piano sales 50,364 - 50,364
------ --- ------
Total sales 85,704 - 85,704
Band gross profit 9,130 - 9,130
Piano gross profit 18,235 - 18,235
------ --- ------
Total gross profit 27,365 - 27,365
Band GM % 25.8% 25.8%
Piano GM % 36.2% 36.2%
Total GM % 31.9% 31.9%
Operating expenses 21,394 (166) (4) 21,228
------ ---- ------
Income from operations 5,971 166 6,137
Other (income) expense, net 1,277 - 1,277
Interest expense, net 942 - 942
--- --- ---
Income before income taxes 3,752 166 3,918
Income tax provision 1,355 62 (3) 1,417
----- --- -----
Net income $2,397 $104 $2,501
====== ==== ======
Earnings per share - basic $0.19 $0.20
Earnings per share - diluted $0.19 $0.20
Weighted average common shares - basic 12,378 12,378
Weighted average common shares - diluted 12,507 12,507
Notes to Reconciliation of GAAP Earnings to Adjusted Earnings
(1) Reflects impairment charges for online music business intangible assets.
(2) Reflects net gain on sale of West 57th Street office building.
(3) Reflects the tax effect of Adjustments.
(4) Reflects asset impairment charges related to a closed plant.
STEINWAY MUSICAL INSTRUMENTS, INC.
Reconciliation of GAAP Earnings to Adjusted Earnings
(In Thousands, Except Per Share Data)
(Unaudited)
Six Months Ended 6/30/13
------------------------
GAAP Adjustments Adjusted
---- ----------- --------
Band sales $66,985 $ - $66,985
Piano sales 102,171 - 102,171
------- --- -------
Total sales 169,156 - 169,156
Band gross profit 19,542 - 19,542
Piano gross profit 37,098 - 37,098
------ --- ------
Total gross profit 56,640 - 56,640
Band GM % 29.2% 29.2%
Piano GM % 36.3% 36.3%
Total GM % 33.5% 33.5%
Operating expenses 42,458 (500) (1) 41,958
------ ---- ------
Income from operations 14,182 500 14,682
Other (income) expense, net (21,306) 22,725 (2) 1,419
Interest expense, net 1,856 - 1,856
----- --- -----
Income before income taxes 33,632 (22,225) 11,407
Income tax provision 10,787 (6,521) (3) 4,266
------ ------ -----
Net income $22,845 $(15,704) $7,141
======= ======== ======
Earnings per share - basic $1.83 $0.57
Earnings per share - diluted $1.82 $0.57
Weighted average common shares - basic 12,461 12,461
Weighted average common shares - diluted 12,558 12,558
Six Months Ended 6/30/12
------------------------
GAAP Adjustments Adjusted
---- ----------- --------
Band sales $69,150 $ - $69,150
Piano sales 94,507 - 94,507
------ --- ------
Total sales 163,657 - 163,657
Band gross profit 17,086 - 17,086
Piano gross profit 33,426 - 33,426
------ --- ------
Total gross profit 50,512 - 50,512
Band GM % 24.7% 24.7%
Piano GM % 35.4% 35.4%
Total GM % 30.9% 30.9%
Operating expenses 42,378 (166) (4) 42,212
------ ---- ------
Income from operations 8,134 166 8,300
Other (income) expense, net 1,631 - 1,631
Interest expense, net 1,792 - 1,792
----- --- -----
Income before income taxes 4,711 166 4,877
Income tax provision 1,724 62 (3) 1,786
----- --- -----
Net income $2,987 $104 $3,091
====== ==== ======
Earnings per share - basic $0.24 $0.25
Earnings per share - diluted $0.24 $0.25
Weighted average common shares - basic 12,373 12,373
Weighted average common shares - diluted 12,508 12,508
Notes to Reconciliation of GAAP Earnings to Adjusted Earnings
(1) Reflects impairment charges for online music business intangible assets.
(2) Reflects net gain on sale of West 57th Street office building.
(3) Reflects the tax effect of Adjustments.
(4) Reflects asset impairment charges related to a closed plant.
STEINWAY MUSICAL INSTRUMENTS, INC.
(In Thousands)
(Unaudited)
Reconciliation from Cash Flows from Operating Activities to Adjusted EBITDA
Three Months Ended Six Months Ended
------------------ ----------------
6/30/2013 6/30/2012 6/30/2013 6/30/2012
--------- --------- --------- ---------
Cash flows from operating activities $4,784 $(1,932) $(5,087) $(9,652)
Changes in operating assets and liabilities (6,598) 7,089 8,892 18,188
Stock-based compensation expense (92) (100) (188) (211)
Income tax provision, net of deferreds 11,375 1,390 12,851 1,835
Net interest expense 939 942 1,856 1,792
Recovery of (provision for) doubtful accounts 7 (227) (239) (915)
Other 22,356 (99) 22,204 98
Non-recurring, infrequent or unusual cash charges (22,725) - (22,725) -
------- --- ------- ---
Adjusted EBITDA $10,046 $7,063 $17,564 $11,135
======= ====== ======= =======
Reconciliation from Net Income to Adjusted EBITDA
Three Months Ended Six Months Ended
------------------ ----------------
6/30/2013 6/30/2012 6/30/2013 6/30/2012
--------- --------- --------- ---------
Net income $20,155 $2,397 $22,845 $2,987
Income tax provision 9,214 1,355 10,787 1,724
Net interest expense 939 942 1,856 1,792
Depreciation 1,763 1,942 3,838 3,943
Amortization 200 261 463 523
Non-recurring, infrequent or unusual items (22,225) 166 (22,225) 166
------- --- ------- ---
Adjusted EBITDA $10,046 $7,063 $17,564 $11,135
======= ====== ======= =======
SOURCE Steinway Musical Instruments, Inc.
