Exhibit 99.3
Steinway Reports Q3 2009 Results
GAAP EPS $0.07; Adjusted EPS $0.13
WALTHAM, MA – November 5, 2009 – Steinway Musical Instruments, Inc. (NYSE: LVB) today reported results for the quarter and nine months ended September 30, 2009.
Dana Messina, Chief Executive Officer, said, “Sales and margins for the third quarter were slightly better than our estimates, allowing us to post a profit for the period. Our piano division benefited from stable institutional business which helped offset weakness in consumer sales. In our band segment, we were successful in meeting back to school orders during the quarter.”
Third Quarter Results
· Sales of $83 million, down 18%
· Gross margin decreased to 28.3% from 29.8%
· SG&A expenses reduced by 18%
· Non-cash impairment charge of $1.0 million
· Earnings per share of $0.07
YTD Results
· Sales of $225 million, down 23%
· Gross margin decreased to 27.1% from 29.5%
· SG&A expenses reduced by 18%
· Earnings per share of $0.12
Balance Sheet Highlights
· Cash of $50 million
· Revolver availability of over $100 million
· Working capital of $227 million
Messina added, “We operated our piano facilities at reduced production levels during the quarter in an effort to reduce inventories. While that resulted in lower piano gross margins, reduced sales incentives led to a 180 basis point improvement in our band division gross margins.”
Outlook
Mr. Messina continued, “We expect difficult sales trends to carry through the fourth quarter as consumer spending remains soft worldwide. Our current expectations are for band instrument sales to be down approximately 20% and piano sales to be off about 25-30% for 2009. As we take additional steps to reduce inventories, gross margins will also decline due to the lower production volumes.”
Looking into next year, Messina said, “We are hopeful that worldwide economies improve next year, but we are managing our business with the expectation that 2010 will be challenging. Fortunately, we are well positioned to navigate through a difficult worldwide economy. We have significantly reduced expenses and cut production levels. As a result, we ended the quarter with $50 million in cash and significant availability under our bank lines. The proceeds from the equity placement we announced earlier today will further strengthen our balance sheet and make the company an even stronger competitor in the future.”
Segment Information
Piano Segment
Third Quarter
· Sales of $45 million, down 19%
· Gross margin decreased to 31.1% from 35.1%
YTD
· Sales of $125 million, down 26%
· Gross margin decreased to 30.8% from 34.8%
Band Segment
Third Quarter
· Sales of $38 million, down 16%
· Gross margin increased to 25.0% from 23.2%
YTD
· Sales of $100 million, down 20%
· Gross margin increased to 22.5% from 22.2%
Conference Call
Management will be discussing the Company’s third quarter results as well as its outlook for the remainder of 2009 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 one of the world’s leading manufacturers of musical instruments. Its notable 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 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. 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 either out of operating management’s control or are otherwise 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 and amortization. The Company’s domestic credit agreement, which provides for borrowings up to $110.0 million and is a material credit agreement to the Company, contains a minimum Fixed Charge Coverage Ratio which is based on Adjusted EBITDA. A minimum ratio of 1.1 to 1.0 is required to be met if the Company has had less than $20.0 million of availability on its line of credit in the last thirty days. At the end of the most recent period the Company had remaining borrowing availability on the line of credit of $73.9 million (net of letters of credit) and therefore this covenant did not apply. Should this covenant apply and not be met, the Company could be required to make immediate repayment of its line of credit borrowings, if it were unable to obtain a waiver from the lenders.
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.
“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; work stoppages and slowdowns; ability to successfully consolidate band manufacturing; impact of dealer consolidations on orders; 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; fluctuations in effective tax rates resulting from shifts in sources of income; and the ability to successfully operate acquired businesses. 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 Income
(In Thousands, Except Per Share Data)
(Unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | 9/30/2009 | | 9/30/2008 | | 9/30/2009 | | 9/30/2008 | |
Net sales | | $ | 82,634 | | $ | 100,488 | | $ | 224,738 | | $ | 293,195 | |
Cost of sales | | 59,229 | | 70,559 | | 163,826 | | 206,829 | |
Gross profit | | 23,405 | | 29,929 | | 60,912 | | 86,366 | |
| | 28.3% | | 29.8% | | 27.1% | | 29.5% | |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
Sales and marketing | | 9,212 | | 11,670 | | 28,816 | | 36,539 | |
Provision for doubtful accounts | | 426 | | 12 | | 1,302 | | 484 | |
General and administrative | | 7,163 | | 8,701 | | 21,865 | | 26,176 | |
Amortization | | 328 | | 336 | | 995 | | 795 | |
Other operating expenses | | 145 | | 68 | | 347 | | 537 | |
Facility rationalization and impairment charges | | 976 | | 8,555 | | 976 | | 9,617 | |
Total operating expenses | | 18,250 | | 29,342 | | 54,301 | | 74,148 | |
| | | | | | | | | |
Income from operations | | 5,155 | | 587 | | 6,611 | | 12,218 | |
Interest income | | (320 | ) | (602 | ) | (1,302 | ) | (2,343 | ) |
Interest expense | | 2,954 | | 2,980 | | 8,974 | | 9,154 | |
Other income, net | | (223 | ) | (405 | ) | (4,468 | ) | (1,024 | ) |
Income (loss) before taxes | | 2,744 | | (1,386 | ) | 3,407 | | 6,431 | |
Income tax provision (benefit) | | 2,107 | | (1,126 | ) | 2,385 | | 1,671 | |
Net income (loss) | | $ | 637 | | $ | (260 | ) | $ | 1,022 | | $ | 4,760 | |
| | | | | | | | | |
Earnings (loss) per share - basic | | $ | 0.07 | | $ | (0.03 | ) | $ | 0.12 | | $ | 0.56 | |
Earnings (loss) per share - diluted | | $ | 0.07 | | $ | (0.03 | ) | $ | 0.12 | | $ | 0.55 | |
Weighted average common shares - basic | | 8,581 | | 8,538 | | 8,549 | | 8,566 | |
Weighted average common shares - diluted | | 8,583 | | 8,538 | | 8,552 | | 8,653 | |
Condensed Consolidated Balance Sheets
(In Thousands)
(Unaudited)
| | 9/30/2009 | | 9/30/2008 | | 12/31/2008 | |
Cash | | $ | 50,254 | | $ | 22,288 | | $ | 44,380 | |
Receivables, net | | 59,448 | | 77,340 | | 60,581 | |
Inventories, net | | 167,997 | | 161,752 | | 166,508 | |
Other current assets | | 24,439 | | 25,551 | | 25,798 | |
Total current assets | | 302,138 | | 286,931 | | 297,267 | |
| | | | | | | |
Property, plant and equipment, net | | 88,932 | | 88,014 | | 88,708 | |
Other assets | | 65,143 | | 72,410 | | 67,343 | |
Total assets | | $ | 456,213 | | $ | 447,355 | | $ | 453,318 | |
| | | | | | | |
Short-term debt | | $ | 561 | | $ | 2,983 | | $ | 3,325 | |
Other current liabilities | | 46,592 | | 63,424 | | 59,229 | |
Total current liabilities | | 47,153 | | 66,407 | | 62,554 | |
| | | | | | | |
Long-term debt | | 192,565 | | 168,385 | | 183,425 | |
Other liabilities | | 51,014 | | 46,956 | | 50,258 | |
Stockholders’ equity | | 165,481 | | 165,607 | | 157,081 | |
Total liabilities and stockholders’ equity | | $ | 456,213 | | $ | 447,355 | | $ | 453,318 | |
STEINWAY MUSICAL INSTRUMENTS, INC.
Reconciliation of GAAP Earnings to Adjusted Earnings
(In Thousands, Except Per Share Data)
(Unaudited)
| | Three Months Ended 9/30/09 | |
| | GAAP | | Adjustments | | Adjusted | |
Band sales | | $ | 37,701 | | $ | — | | $ | 37,701 | |
Piano sales | | 44,933 | | — | | 44,933 | |
Total sales | | 82,634 | | — | | 82,634 | |
| | | | | | | |
Band gross profit | | 9,417 | | — | | 9,417 | |
Piano gross profit | | 13,988 | | — | | 13,988 | |
Total gross profit | | 23,405 | | — | | 23,405 | |
| | | | | | | |
Band GM % | | 25.0% | | | | 25.0% | |
Piano GM % | | 31.1% | | | | 31.1% | |
Total GM % | | 28.3% | | | | 28.3% | |
| | | | | | | |
Operating expenses | | 18,250 | | (976 | )(1) | 17,274 | |
| | | | | | | |
Income from operations | | 5,155 | | 976 | | 6,131 | |
| | | | | | | |
Interest expense, net | | 2,634 | | — | | 2,634 | |
Other income, net | | (223 | ) | — | | (223 | ) |
| | | | | | | |
Income before income taxes | | 2,744 | | 976 | | 3,720 | |
| | | | | | | |
Income tax provision | | 2,107 | | 468 | (4) | 2,575 | |
| | | | | | | |
Net income | | $ | 637 | | $ | 508 | | $ | 1,145 | |
| | | | | | | |
Earnings per share - basic | | $ | 0.07 | | | | $ | 0.13 | |
Earnings per share - diluted | | $ | 0.07 | | | | $ | 0.13 | |
Weighted average common shares - basic | | 8,581 | | | | 8,581 | |
Weighted average common shares - diluted | | 8,583 | | | | 8,583 | |
| | Three Months Ended 9/30/08 | |
| | GAAP | | Adjustments | | Adjusted | |
Band sales | | $ | 44,782 | | $ | — | | $ | 44,782 | |
Piano sales | | 55,706 | | — | | 55,706 | |
Total sales | | 100,488 | | — | | 100,488 | |
| | | | | | | |
Band gross profit | | 10,377 | | (62 | )(2) | 10,315 | |
Piano gross profit | | 19,552 | | — | | 19,552 | |
Total gross profit | | 29,929 | | (62 | ) | 29,867 | |
| | | | | | | |
Band GM % | | 23.2% | | | | 23.0% | |
Piano GM % | | 35.1% | | | | 35.1% | |
Total GM % | | 29.8% | | | | 29.7% | |
| | | | | | | |
Operating expenses | | 29,342 | | (8,555 | )(3) | 20,787 | |
| | | | | | | |
Income from operations | | 587 | | 8,493 | | 9,080 | |
| | | | | | | |
Interest expense, net | | 2,378 | | — | | 2,378 | |
Other income, net | | (405 | ) | — | | (405 | ) |
| | | | | | | |
(Loss) income before income taxes | | (1,386 | ) | 8,493 | | 7,107 | |
| | | | | | | |
Income tax (benefit) provision | | (1,126 | ) | 3,312 | (4) | 2,186 | |
| | | | | | | |
Net (loss) income | | $ | (260 | ) | $ | 5,181 | | $ | 4,921 | |
| | | | | | | |
(Loss) earnings per share - basic | | $ | (0.03 | ) | | | $ | 0.58 | |
(Loss) earnings per share - diluted | | $ | (0.03 | ) | | | $ | 0.57 | |
Weighted average common shares - basic | | 8,538 | | | | 8,538 | |
Weighted average common shares - diluted | | 8,538 | | | | 8,631 | |
Notes to Reconciliation of GAAP Earnings to Adjusted Earnings
(1) Reflects impairment of trademark.
(2) Reflects reversal of employee severance costs associated with plant closures.
(3) Reflects impairment of goodwill.
(4) 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 9/30/09 | |
| | GAAP | | Adjustments | | Adjusted | |
Band sales | | $ | 100,126 | | $ | — | | $ | 100,126 | |
Piano sales | | 124,612 | | — | | 124,612 | |
Total sales | | 224,738 | | — | | 224,738 | |
| | | | | | | |
Band gross profit | | 22,491 | | — | | 22,491 | |
Piano gross profit | | 38,421 | | — | | 38,421 | |
Total gross profit | | 60,912 | | — | | 60,912 | |
| | | | | | | |
Band GM % | | 22.5% | | | | 22.5% | |
Piano GM % | | 30.8% | | | | 30.8% | |
Total GM % | | 27.1% | | | | 27.1% | |
| | | | | | | |
Operating expenses | | 54,301 | | (976 | )(1) | 53,325 | |
| | | | | | | |
Income from operations | | 6,611 | | 976 | | 7,587 | |
| | | | | | | |
Interest expense, net | | 7,672 | | — | | 7,672 | |
Other income, net | | (4,468 | ) | 3,434 | (4) | (1,034 | ) |
| | | | | | | |
Income before income taxes | | 3,407 | | (2,458 | ) | 949 | |
| | | | | | | |
Income tax provision (benefit) | | 2,385 | | (1,180 | )(5) | 1,205 | |
| | | | | | | |
Net income (loss) | | $ | 1,022 | | $ | (1,278 | ) | $ | (256 | ) |
| | | | | | | |
Earnings (loss) per share - basic | | $ | 0.12 | | | | $ | (0.03 | ) |
Earnings (loss) per share - diluted | | $ | 0.12 | | | | $ | (0.03 | ) |
Weighted average common shares - basic | | 8,549 | | | | 8,549 | |
Weighted average common shares - diluted | | 8,552 | | | | 8,549 | |
| | Nine Months Ended 9/30/08 | |
| | GAAP | | Adjustments | | Adjusted | |
Band sales | | $ | 125,300 | | $ | — | | $ | 125,300 | |
Piano sales | | 167,895 | | — | | 167,895 | |
Total sales | | 293,195 | | — | | 293,195 | |
| | | | | | | |
Band gross profit | | 27,855 | | 941 | (2) | 28,796 | |
Piano gross profit | | 58,511 | | — | | 58,511 | |
Total gross profit | | 86,366 | | 941 | | 87,307 | |
| | | | | | | |
Band GM % | | 22.2% | | | | 23.0% | |
Piano GM % | | 34.8% | | | | 34.8% | |
Total GM % | | 29.5% | | | | 29.8% | |
| | | | | | | |
Operating expenses | | 74,148 | | (9,617 | )(3) | 64,531 | |
| | | | | | | |
Income from operations | | 12,218 | | 10,558 | | 22,776 | |
| | | | | | | |
Interest expense, net | | 6,811 | | — | | 6,811 | |
Other (income) expense, net | | (1,024 | ) | 636 | (4) | (388 | ) |
| | | | | | | |
Income before income taxes | | 6,431 | | 9,922 | | 16,353 | |
| | | | | | | |
Income tax provision | | 1,671 | | 3,841 | (5) | 5,512 | |
| | | | | | | |
Net income | | $ | 4,760 | | $ | 6,081 | | $ | 10,841 | |
| | | | | | | |
Earnings per share - basic | | $ | 0.56 | | | | $ | 1.27 | |
Earnings per share - diluted | | $ | 0.55 | | | | $ | 1.25 | |
Weighted average common shares - basic | | 8,566 | | | | 8,566 | |
Weighted average common shares - diluted | | 8,653 | | | | 8,653 | |
Notes to Reconciliation of GAAP Earnings to Adjusted Earnings
(1) Reflects impairment of trademark.
(2) Reflects costs (primarily employee severance) associated with plant closures.
(3) Reflects facility rationalization costs of $1,062 due to the impairment of plants in Wisconsin and France and $8,555 impairment of goodwill.
(4) Reflects a gain 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 | |
| | 9/30/2009 | | 9/30/2008 | | 9/30/2009 | | 9/30/2008 | |
Cash flows from operating activities | | $ | 4,512 | | $ | (3,833 | ) | $ | (1,469 | ) | $ | (2,402 | ) |
Changes in operating assets and liabilities | | 1,101 | | 12,667 | | 10,058 | | 22,116 | |
Stock based compensation expense | | (328 | ) | (300 | ) | (890 | ) | (811 | ) |
Income taxes, net of deferreds | | 1,259 | | 1,445 | | 2,216 | | 5,591 | |
Net interest expense | | 2,634 | | 2,378 | | 7,672 | | 6,811 | |
Provision for doubtful accounts | | (426 | ) | (12 | ) | (1,302 | ) | (484 | ) |
Other | | 85 | | (46 | ) | 181 | | (381 | ) |
Non-recurring, infrequent or unusual cash charges | | — | | (62 | ) | — | | 941 | |
Adjusted EBITDA | | $ | 8,837 | | $ | 12,237 | | $ | 16,466 | | $ | 31,381 | |
Reconciliation from Net Income to Adjusted EBITDA
| | Three Months Ended | | Nine Months Ended | |
| | 9/30/2009 | | 9/30/2008 | | 9/30/2009 | | 9/30/2008 | |
Net income (loss) | | $ | 637 | | $ | (260 | ) | $ | 1,022 | | $ | 4,760 | |
Income taxes | | 2,107 | | (1,126 | ) | 2,385 | | 1,671 | |
Net interest expense | | 2,634 | | 2,378 | | 7,672 | | 6,811 | |
Depreciation | | 2,155 | | 2,416 | | 6,850 | | 7,422 | |
Amortization | | 328 | | 336 | | 995 | | 795 | |
Non-recurring, infrequent or unusual items | | 976 | | 8,493 | | (2,458 | ) | 9,922 | |
Adjusted EBITDA | | $ | 8,837 | | $ | 12,237 | | $ | 16,466 | | $ | 31,381 | |