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As filed with the Securities and Exchange Commission on April 14, 2022.

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

 

Steinway Musical Instruments Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   3931   46-3419986

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

1 Steinway Place

Astoria, New York 11105

(718) 721-2600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Benjamin Steiner

President and Chief Executive Officer

1 Steinway Place

Astoria, New York 11105

(718) 721-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Marc D. Jaffe

Benjamin J. Cohen

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 906-1200

 

Joshua N. Korff

Ross M. Leff

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED APRIL 14, 2022

PRELIMINARY PROSPECTUS

                Shares

 

 

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Steinway Musical Instruments Holdings, Inc.

Class A Common Stock

 

 

This is the initial public offering of shares of Class A common stock of Steinway Musical Instruments Holdings, Inc. The selling stockholders identified in this prospectus are offering                 shares of Class A common stock in this offering. We are not selling any shares of our Class A common stock under this prospectus and we will not receive any of the proceeds from the sale of shares of our Class A common stock by the selling stockholders in this offering, including any shares it may sell pursuant to the underwriters’ option to purchase additional shares of Class A common stock.

Upon completion of this offering, we will have two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters, except as otherwise set forth in this prospectus or as required by applicable law. Each outstanding share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain exceptions and permitted transfers described in our amended and restated certificate of incorporation. Upon the completion of this offering, all shares of Class B common stock will be held by John Paulson and certain affiliated entities (as defined below), which will collectively represent approximately             % of the total combined voting power of our outstanding common stock following this offering (or approximately             % of the total combined voting power of our outstanding common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

Prior to this offering, there has been no public market for our Class A common stock. We have applied to list our Class A common stock on the New York Stock Exchange (the “NYSE”), under the symbol “STWY”.

We anticipate that the initial public offering price for our Class A common stock will be between $        and $        per share.

After the completion of this offering, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE.

We are an “emerging growth company” under the federal securities laws and, as such, may elect to comply with certain reduced public reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

 

 

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 36 of this prospectus to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

     Per Share      Total  

Initial public offering price

   $                    $                

Underwriting discounts and commissions(1)

   $        $    

Proceeds, before expenses, to the selling stockholders

   $        $    

 

(1)

See “Underwriting” for a description of the compensation payable to the underwriters.

At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 5% of the shares of Class A common stock offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons through a reserved share program (the “Reserved Share Program”). For additional information, see “Underwriting—Reserved Share Program.”

The underwriters also may purchase up to             additional shares of Class A common stock from the selling stockholders at the initial offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares to purchasers on or about                    , 2022.

 

 

 

Goldman Sachs & Co. LLC   BofA Securities   Barclays
Evercore ISI   Cowen   Stifel   Bernstein   Telsey Advisory Group

 

 

Prospectus dated                 , 2022.


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GENERAL INFORMATION

     ii  

PROSPECTUS SUMMARY

     1  

RISK FACTORS

     36  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     89  

USE OF PROCEEDS

     91  

DIVIDEND POLICY

     92  

CAPITALIZATION

     93  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     94  

BUSINESS

     120  

MANAGEMENT

     154  

EXECUTIVE COMPENSATION

     161  

PRINCIPAL AND SELLING STOCKHOLDERS

     173  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     175  

DESCRIPTION OF CAPITAL STOCK

     178  

SHARES AVAILABLE FOR FUTURE SALE

     188  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

     191  

UNDERWRITING

     195  

VALIDITY OF COMMON STOCK

     207  

EXPERTS

     207  

WHERE YOU CAN FIND MORE INFORMATION

     207  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     F-1  

We have not, and the selling stockholders and the underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus prepared by or on behalf of us and the selling stockholders. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of shares of our Class A common stock.

For investors outside the United States: We, the selling stockholders and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States.

 

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GENERAL INFORMATION

We use the following capitalized terms in this prospectus:

 

   

“ABL Facility” means our senior secured asset-based revolving credit facility, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.”

 

   

“Credit Facilities” means, collectively, our ABL Facility and foreign credit facilities (as defined below).

 

   

“common stock” means our Class A common stock and our Class B common stock, collectively.

 

   

“First Lien Term Loan Facility” means our senior secured first lien term loan facility, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.”

 

   

“foreign credit facilities” means our German Term Loan Facility, German ABL Facility, Japanese Term Loan Facility and Japanese Revolving Credit Facility, each as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.”

 

   

“Parent” means Paulson Pianissimo LLC, a Delaware limited liability company that, prior to this offering, directly owned 100% of our capital stock.

 

   

“Paulson & Co.” means Paulson & Co. Inc.

 

   

“John Paulson and certain affiliated entities” means John Paulson, Paulson Advantage Master Ltd. and Paulson Advantage Plus Master Ltd., which are the selling stockholders in this offering.

 

   

“Registration Rights Agreement” means the registration rights agreement to be effective upon the pricing of this offering, by and between John Paulson and certain affiliated entities, Benjamin Steiner and the Company.

 

   

“selling stockholders” means John Paulson and certain affiliated entities.

 

   

“SMI” mean Steinway Musical Instruments, Inc.

 

   

“Stockholders Agreement” means the stockholders agreement to be effective upon the pricing of this offering, by and between John Paulson and certain affiliated entities and the Company.

 

   

“we,” “us,” “our,” the “Company,” or “Steinway” mean Steinway Musical Instruments Holdings, Inc. and its consolidated subsidiaries, unless the context refers only to Steinway Musical Instruments Holdings, Inc. as a corporate entity.

MARKET AND INDUSTRY DATA

This prospectus contains estimates, projections and information concerning our industry, our business and the market size and growth rates of the markets in which we participate. Some data and statistical and other information are based on independent reports from third parties, including from Euromonitor International Ltd, The Wealth Report 2021, Technavio and IHS Markit, as well as industry and general publications and research, surveys and studies conducted by third parties which we have not independently verified. The content of the foregoing sources, publications and reports, except to the extent specifically set forth in this prospectus, does not constitute part of this prospectus and is not incorporated herein. Some data and statistical and other information are based on internal estimates and calculations that are derived from publicly available information, research we conducted, internal surveys, our management’s knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. In each case, this information and data

 

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involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information, estimates or projections. Industry publications and other reports we have obtained from independent parties may state that the data contained in these publications or other reports have been obtained in good faith or from sources considered to be reliable, but they do not guarantee the accuracy or completeness of such data. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause our future performance to differ materially from the assumptions and estimates made by third parties and us.

SERVICE MARKS, TRADEMARKS AND TRADE NAMES

Steinway, Steinway & Sons, Spirio, Spirio | r , Spiriocast, Boston, Essex, Conn-Selmer, Bach, C.G. Conn, King, Selmer, Ludwig, Leblanc, Armstrong, Musser, Holton, Glaesel, Scherl & Roth and WM Lewis & Son and our logos and our other registered or common law trade names, trademarks or service marks appearing in this prospectus are the property of Steinway Musical Instruments Holdings, Inc. This prospectus contains additional trade names, trademarks and service marks of other companies that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. Solely for convenience, our trade names, trademarks and service marks referred to in this prospectus appear without the ®, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trade names, trademarks and service marks.

BASIS OF PRESENTATION

Certain monetary amounts, percentages, and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

 

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PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our Class A common stock. You should carefully read this entire prospectus, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements included elsewhere in this prospectus, before making an investment decision. For the definitions of certain capitalized terms used in this prospectus, please refer to “General Information.”

Our Company

We are a company that has been forged on, and has pushed the boundaries of, the credo of our founder, Henry Engelhard Steinway: “To build the best piano possible.” Since 1853, generation after generation, we have made and continue to make what we believe are the world’s finest musical instruments. With this expertise and heritage, we believe that we have created and sustained one of the best regarded luxury brands in the world. We strive to further our legacy by advancing the standards of modern musical instrument manufacturing with our enduring dedication to quality, artisanship, elegance, style and beauty.

Our masterfully crafted pianos are designed to meet the demands of a diverse range of music enthusiasts—from providing renowned concert pianists and pop culture icons, including Lang Lang, Yuja Wang and Billy Joel, an instrument to fully express their indelible artistry, to encouraging early-stage learners discovering the first joys of piano playing, to inspiring the most discerning listeners with the distinct musical experience of a Steinway Spirio piano in their own home, which we believe is indistinguishable from a live performance. Our ultimate goal is to foster and enrich the global musical community by continuing to provide the world’s finest pianos and musical instruments shaped by our unwavering commitment to innovation, improvement and technological preeminence.

Who We Are

We are a leading manufacturer of high-performance musical instruments, boasting a brand renowned worldwide. Steinway is one of the longest-lasting and most storied brands in the music industry and beyond.

Our legacy began in 1853 in New York City when German immigrant Henry Engelhard Steinway developed the first Steinway piano in a Manhattan loft on Varick Street. Over the next thirty years, Henry and his sons laid the foundation for modern grand piano building. They built their instruments one at a time, applying skills handed down from master to apprentice, generation after generation, and we have followed in their footsteps ever since.

Thereafter, our innovative designs, attention to detail and exacting quality have redefined and broken new ground in the market for ultra-premium pianos. With our 169-year history, we believe that we have been setting the standard for innovation in our industry for longer than most public companies have been in existence.

We produce a full line of grand and upright acoustic pianos at our manufacturing facilities in Astoria, New York; and Hamburg, Germany. We also offer exclusive, limited-edition pianos, as well as unique, fully customized models for the most discerning customers. We have mastered the end-to-end process that brings a Steinway piano to market, and we own and perfect each of the key components that complete our brand. At each step, our highly-trained craftsmen ensure that every Steinway piano meets our high standard of excellence.

 

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In addition to our long history of craftsmanship, we continue to innovate and integrate state-of-the art technology into our timeless foundation. In 2015, we introduced the Steinway Spirio, which we believe is the world’s finest high-resolution player piano. A masterpiece of artistry and engineering, Spirio pianos, playable like any other Steinway piano, also play themselves, enabling consumers to enjoy recorded performances by renowned pianists in their own homes, with what we believe to be the same nuance, power and passion as a live performance. In 2019, we further advanced our technology and offerings by introducing Spirio | r, which enables recording and high-resolution editing in addition to playback capabilities. In 2021, we launched our Spiriocast software feature, which permits customers to instantly stream live performances, synched with video and audio, from one Spirio | r piano to others across the world.

The Spirio piano significantly expands our potential target market to include non-piano players and enhances our relevance to recreational music consumers, as well as amateur and professional musicians. Furthermore, Spirio pianos sell at a premium to our traditional Steinway piano models. Sales of our Spirio and Spirio | r pianos have grown to represent approximately 32% of our total Piano segment net sales for fiscal year 2021, increasing our average selling price and improving our gross profit margin as a result. In creating and continuously adding to our expansive Spirio library, we regularly engage with a wide range of artists to record new tracks, strengthening our connection to a diverse community of professional artists. Spirio strengthens our brand by appealing to luxury consumers and reinforcing our reputation for quality and innovation.

A deep connection to the artist community has been at the core of our identity since our founding. For decades, we have used our Steinway Artist program to cultivate special relationships with the best pianists from a wide array of genres. This program forms a celebrated community of approximately 1,900 of today’s most acclaimed pianists, including Martha Argerich, Ahmad Jamal, Billy Joel, Diana Krall, Charlie Puth and Yuja Wang. These and other musical greats consistently choose Steinway when performing on the biggest stages. In fact, approximately 97% of pianists chose a Steinway piano when performing with orchestras across the globe during the 2018–2019 concert season, which was the last full concert season prior to the date of this prospectus due to the COVID-19 pandemic. Each Steinway Artist is vetted through a highly selective process. To be considered for that process, they must independently own a Steinway piano; we do not provide a piano to our Steinway Artists in exchange for an endorsement. We believe the timeless quality and excellent performance of Steinway pianos are recognized and appreciated by artists across generations, geographies and cultures, with pianists in orchestras on every continent performing on Steinway pianos.

We also invest in building relationships with the next generation of artists through our All-Steinway school program. This program partners with over 220 institutions and schools across the globe to provide students and faculties with our high-quality pianos. By furnishing these institutions and schools exclusively with Steinway and Steinway-designed instruments, we enable our All-Steinway schools to offer premier music education on some of the finest piano models.

Our pianos are sold through 33 company-owned retail showrooms, strategically located across the world. This direct-to-consumer channel allows us to fully manage the luxury customer experience and our brand narrative. We also distribute our pianos through a global, expansive network of approximately 180 experienced dealers with intimate local market knowledge and close ties to local musical communities. Our comprehensive product portfolio allows us to serve as an exclusive supplier to many of our Steinway dealers. We seek to further optimize our distribution through ongoing retail showroom expansion in regions where we see opportunity for growth or improved performance. We continue to support dealer initiatives and implement unique distribution methods to reach smaller, previously untouched markets, including through our team of Educational Sales Managers that travel and sell direct to institutions and customers in territories not represented by a retail store or a dealer.

 

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In addition to our ultra-premium piano offerings under our Steinway brand and our mid-range offerings under our Boston and Essex brands, we also sell musical instruments and accessories through our Band segment under our highly regarded Conn-Selmer umbrella of brands. For over 100 years, Conn-Selmer’s complete lines of brass, woodwind, percussion and string instruments, including Bach trumpets, C.G. Conn French horns, King trombones, Selmer saxophones, and Ludwig percussion instruments, have shaped the musical landscape through innovation and sophisticated musical performance. The C.G. Conn brand, with a legacy in music education, has been and continues to be one of the top choices for educators and marching band programs in the United States today. Most top orchestras and symphonies carry the sound of our Bach brass instruments. Ludwig, one of the world’s most recognized names in drums, is a leading fixture on the marching field and on rock-and-roll’s biggest stages. As such, our Conn-Selmer division caters to around 1,300 notable percussion, brass, and woodwind artists, including drummers such as Anderson Paak, Questlove and Alex Van Halen; saxophonist Kenny Garret; and trumpet players Sean Jones, Rashawn Ross and Michael Sachs.

We operate in two reporting segments, Piano (Steinway & Sons) and Band (Conn-Selmer). In fiscal year 2021, our Piano and Band segments generated net sales of $406.6 million and $131.7 million, respectively, up from $317.4 million and $98.4 million, respectively, in the prior fiscal year. In fiscal year 2021, our Piano and Band segments generated Adjusted EBITDA of $106.8 million and $10.7 million, respectively, up from $72.1 million and $4.9 million, respectively, in the prior fiscal year. Below is a breakdown of our consolidated net sales and Adjusted EBITDA by segment for fiscal year 2021.

 

2021 Consolidated Net Sales    2021 Consolidated Adjusted EBITDA

 

 

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For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure, information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our Piano segment primarily includes sales of pianos offered under the Steinway brand as well as our Boston and Essex brands. Boston and Essex pianos are designed and engineered using the Steinway experience, expertise, specifications, and patents to achieve optimal performance. Boston and Essex models are built in Asia to maximize manufacturing efficiencies, but benefit from Steinway & Sons’ quality control and oversight. Boston competes in the upper-middle market segment, while Essex participates in the middle market segment. Both provide a level of performance and quality that we believe is highly favorable to others competing in their respective price ranges, giving a wide range of consumers access to pianos with genuine world-class tone and responsiveness.

 

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The Boston and Essex lines provide a broader range of consumers with an introduction into the Steinway & Sons family. Our Boston and Essex pianos come with the Steinway Promise—a trade-up program that varies across regions and channels but generally allows Boston and Essex pianos to be traded up for more expensive Steinway pianos, with a trade-in credit up to an amount equal to the original purchase price. This trade-in option allows our company to increase market share over time as our customers enter our community on lower-priced models, before trading up to our higher-priced models as they acquire wealth. With this family of products, we can offer our dealers a full line of our products at multiple price points, enabling us to replace lower priced product lines and to facilitate more exclusive arrangements with our dealers. This comprehensive suite of piano offerings has also allowed us to better penetrate schools and music learning centers and add to our list of All-Steinway Schools. Our Boston line in particular has been utilized by prominent institutions to build a strong foundation for a quality music education.

For fiscal years 2021 and 2020, approximately 69% and 67%, respectively, of net sales in the Piano segment were under the Steinway brand.

 

 

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Our Band segment manufactures, markets and distributes a diverse portfolio of instruments and brands for student, amateur and professional use that have leading market shares in each of their musical instrument categories, including brass (trumpets, trombones, French horns), woodwinds (saxophones, flutes, clarinets), percussion (drums) and strings (violins, cellos, bass).

Through the Conn-Selmer family of brands, we offer a portfolio of individual brands that represent innovation, entrepreneurship and a focus on musical excellence. Emphasizing quality craftsmanship above all else, Conn-Selmer operates U.S. production facilities in Elkhart, Indiana; Eastlake, Ohio; and Monroe, North Carolina to create exceptional instruments.

 

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Over 50% of Conn-Selmer sales in fiscal year 2021 were generated through our preferred dealer network to schools and families who participate in beginning music education programs. Of the remaining sales, many are used by students in marching bands, concert bands, orchestras, and other school-related performances. Our Conn-Selmer Division of Education was created to proactively engage with music students and educators and has become an industry leader in providing programs, services, and advocacy tailored to the growth and development of music education worldwide. Our educational team is committed to ensuring that every student and educator not only has access to a quality music education and support for their professional development, but also to the tools necessary to help them achieve their highest musical potential.

 

 

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Our business is global and aims to serve consumers wherever they are. As of fiscal year end 2021, we distributed our instruments in approximately 88 countries throughout the Americas, the Asia-Pacific (“APAC”) region and the Europe, Middle East and Africa (“EMEA”) region. Below is a geographic breakdown of our consolidated net sales for fiscal year 2021.

 

2021 Consolidated Net Sales

 

 

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We were acquired by John Paulson and certain affiliated entities in 2013, and under John Paulson’s stewardship, we have increased our commitment to quality while honoring our legacy, expanding our business, and strengthening our technological capabilities. As a custodian of Steinway, John Paulson has focused on investing in our business, including in technology, company-owned showrooms, our manufacturing processes and machinery, and in training our workforce to create a stronger team. We believe that these commitments have made us better equipped than ever before to bolster our reputation as one of the industry’s finest musical instrument manufacturers. Over the course of the last decade, we have strategically expanded the international scope of our business, launched our Spirio technology, earned 18 new patents, and improved manufacturing quality. The

 

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results of these initiatives are reflected in our growth over the past few years, during which time we have grown our APAC region net sales at a 16.1% compound annualized growth rate (“CAGR”) from fiscal year 2016 to fiscal year 2021, released Steinway Spirio and Spirio | r player pianos and also the Spiriocast feature for Spirio | r models, built a team dedicated to limited-edition and bespoke pianos, and implemented manufacturing advances, such as the adoption of new machinery in our factories that raise our standards of precision and quality even higher than previously possible.

To push our boundaries and build on the strong foundation laid over a century ago, we operate with six primary objectives and guiding principles:

 

   

Advance excellence in manufacturing and strive to consistently improve quality so that the newest Steinway remains the best Steinway.

 

   

Cultivate and nurture innovation, further developing the infrastructure and technological advancements paved by Spirio.

 

   

Continue to engage our customers directly through retail showroom expansion, thereby broadening our local presence and presenting a consistent luxury brand narrative and experience across all markets.

 

   

Continue to increase geographic penetration, aligning our business with the fastest-growing markets, such as China.

 

   

Leverage our pricing power and favorable luxury-market dynamics.

 

   

Reinforce our brand advantage through introducing a greater mix of special, limited-edition and bespoke products.

Our Industry

We operate within two distinct markets that partially overlap each other: the global personal luxury goods market and the global musical instruments market.

Global Personal Luxury Goods

Steinway competes in the fast-growing and highly attractive global personal luxury goods market. This market, which includes both hard and soft personal luxury goods, premium and luxury cars, is expected to grow from $945.8 billion in 2021 to $1,286.8 billion in 2026 globally, representing a 6.4% CAGR, according to Euromonitor estimates.*

The factors driving this growth include higher demand for experiential luxury, increased spending and influence of millennials, and the rise in discretionary spending in China. Historically, the global personal luxury goods market has experienced strong growth, with a 5.0% CAGR from 2016 to 2019 according to Euromonitor.

According to Euromonitor, the APAC region represented approximately 45% of the global personal luxury goods market in 2021, the largest share of any region. Between 2021 and 2026, the APAC region is also expected to be the best-performing region in the world, furthering its lead in the global luxury goods market. In China, the personal luxury goods market is expected to increase from $302.7 billion in 2021 to $448.7 billion in 2026, representing an 8.2% CAGR, according to Euromonitor estimates. We believe China’s outsized share of growth in the luxury category can afford us numerous tailwinds as we continue to expand our presence in the country.

 

* 

Source: Euromonitor International Ltd., Luxury Goods 2022, y-o-y exchange rates, Retail Value RSP, Current Prices. Hard and soft luxury goods include apparel & footwear, eyewear, jewelry, leather goods, portable consumer electronics, timepieces, writing instruments & stationery, and beauty & personal care.

 

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According to The Wealth Report 2022, published by Knight Frank, the number of high-net-worth individuals (“HNWI”) in China (including Mainland China and Hong Kong), those with a net worth of over $1 million, reached approximately 10.0 million in aggregate in 2021, representing a CAGR of 15.1% from 2016 to 2021. Meanwhile, the number of ultra-high-net-worth individuals (“UHNWI”) in China, those with a net worth of over $30 million, has grown 145% from 2016 to 2021 and is expected to continue to grow by 41% from 2021 to 2026. From 2021 to 2026, it is expected that the number of HNWI and UHNWI together will grow from 69.8 million to 106.3 million, representing a CAGR of 9% and that by 2026 the number of HNWI and UHNWI in China will reach 18.1 million, representing a five year CAGR of 13%. While the United States remains home to the largest high-net-worth population, China has the second-largest high-net-worth population.

Global Musical Instruments

In addition to the global personal luxury goods market, we operate in the global musical instruments market, which is also benefiting from numerous secular tailwinds. These include the increasing global appreciation for music and its role across many aspects of life; the growing desire for at-home entertainment, with pianos in particular; and the growing consumer appetite for heirloom products with longstanding interest across generations. We believe Steinway’s products are inherently timeless—and we expect to be a consistent beneficiary of music’s robust and growing importance in daily life and pursuits.

According to Technavio, the global musical instruments market is expected to grow from $7 billion in 2020 to over $7.8 billion in 2025, representing a 2.2% CAGR. The global piano market is expected to reach approximately $2.7 billion by 2025, up from $2.5 billion in 2020. Of that total growth, the APAC region is expected to contribute the most incremental growth.

The piano market in China is the world’s largest, with an average of around 400,000 pianos being sold a year from 2017 to 2020, compared to an average of around 30,000 per year in the United States over the same period.

According to statistics published by the Chinese Musicians’ Association, approximately 30 million children take piano lessons in China, perhaps inspired by famous Chinese Steinway Artists including Lang Lang and Yuja Wang. Over 40,000 children participated in Steinway’s 2021 International Children & Youth Piano Competition in China. To further serve the growing population of developing pianists in China, the Juilliard School made one of the largest orders of pianos in Steinway history in 2019 for its first overseas campus in Tianjin, China.

The Chinese musical instrument market in general and the piano market in particular have benefited from continued government support for music and the arts.

 

   

China’s 14th Five-Year Plan for the 2021–2025 period emphasizes the importance of cultural development. The Ministry of Culture and Tourism has issued guidelines to promote cultural development, building upon the cultural activities already growing in China. The Chinese government has invested heavily in opening new concert halls in recent years. In fact, the number of concert halls in China that own Steinway pianos has increased from 11 to 134 from 2012 to 2021.

 

   

The government is promoting the development of young talent in music and the arts. As stated by the Opinions on Comprehensively Strengthening and Improving School Aesthetic Education in the New Era (Opinion) published by the Chinese State Council in October 2020, the Ministry of Education seeks to introduce music and the arts as a compulsory examination subject

 

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nationwide as part of high school entrance examinations by 2022. Schools are also encouraged to develop a more structured curriculum for music and the arts.

As China continues to promote classical music and music education, we expect increases in demand for musical instruments across multiple channels, including orchestras, educational institutions, concerts halls, and households.

The United States has also recently exhibited unique support for the arts in its education system through its $13.2 billion Elementary and Secondary School Emergency Relief funds. We believe that our piano brands and our Conn-Selmer band and orchestra brands are strongly positioned to benefit from these continued investments in music education.

Our Financial Performance

Since our acquisition by John Paulson and certain affiliated entities in 2013, we have been able to achieve consistently strong financial performance. We are proud of our robust growth, consistent profitability, and high cash-flow generation, which demonstrate our pricing power and optimized cost structure. While continuing to invest in innovation, we have also been able to reduce our debt from $311.6 million for the year ended December 31, 2016 to $50.9 million for the year ended December 31, 2021, while increasing cash and cash equivalents from $21.6 million to $43.7 million over the same period.

Our business demonstrated resilience through the COVID-19 pandemic. The first half of 2020 featured a prolonged closure of our Astoria, New York plant and significantly reduced traffic at Steinway showrooms across the globe. Despite the ongoing challenges of the pandemic, our artisans returned to work once they could do so safely and continued to craft exceptional pianos—as they have done for more than 165 years.

Increased consumer investment in the home and a gradual return to normalcy helped offset COVID-induced headwinds and spurred strong performance in the second half of 2020. The Company rebounded well in 2021 and has exhibited significant growth relative to 2019 levels.

From fiscal year 2016 to fiscal year 2021, we realized the following results on a consolidated basis:

 

   

Increased net sales from $386 million to $538 million, representing a CAGR of 6.9%

 

   

Increased Piano segment net sales from $245 million to $407 million, representing a CAGR of 10.7%

 

   

Increased net sales in the Piano segment under the Steinway brand from $154 million to $280 million, representing a CAGR of 12.6%

 

   

Increased Piano segment net sales in the APAC region from $71 million to $150 million, representing a CAGR of 16.1%

 

   

Increased Piano segment Adjusted EBITDA from $33 million to $107 million, representing a CAGR of 26.9%

 

   

Increased gross profit from $137 million to $225 million, representing a CAGR of 10.4%

 

   

Increased Piano segment gross profit from $100 million to $196 million, representing a CAGR of 14.5%

 

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Increased net income from $3 million to $59 million, representing a CAGR of 83.9%

 

   

Increased Adjusted EBITDA from $50 million to $117 million, representing a CAGR of 18.7%

 

   

Increased Adjusted Net Income from $14 million to $71 million, representing a CAGR of 38.5%

 

   

Increased Net Income Margin from 0.7% to 11.0%

 

   

Increased Adjusted EBITDA Margin from 12.9% to 21.8%

 

   

Increased Adjusted Net Income Margin from 3.6% to 13.3%

 

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For a reconciliation of Adjusted EBITDA and Adjusted Net Income to their most directly comparable GAAP financial measure, information about why we consider Adjusted EBITDA and Adjusted Net Income useful and a discussion of the material risks and limitations of these measures, please see “Prospectus Summary—Summary Historical Consolidated Financial Data—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our Strengths

We built a deep competitive moat through our more than century-long track record of creating what we believe to be the world’s finest instruments and through the power of our brand.

For over 165 years, we believe our innovation, commitment to detail and extraordinary quality have established our brand as the standard by which all pianos are measured. We believe our long record of leadership across musical instrument categories places our company alongside some of the most admired American companies, with a luxury brand that transcends its functionality.

 

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The fact that our industry’s most revered artists and musical institutions consistently choose Steinway fortifies our high standing within the music industry. Many musical greats have endorsed the quality of our instruments and personally use our instruments on the brightest stages—classical legends such as Sergei Rachmaninoff and Arthur Rubinstein; some of the biggest classical and pop icons of today, including Lang Lang and Billy Joel; and jazz legends such as Ahmad Jamal and McCoy Tyner all chose Steinway time and again as the desired instrument to express their art. We also lead piano demand among the world’s largest concert halls, performance venues and educational and cultural institutions.

The prominence of our instruments among the most respected musical authorities informs and influences the purchasing decisions of consumers across the world. When combined with the quality and beauty of our instruments, this reputation allows us to enjoy considerable pricing power while also increasing sales volumes. Between fiscal years 2016 and 2021, we increased sales volumes of our Steinway pianos by 22.4%, or at a CAGR of 4.1%, while the average sales price (“ASP”) generated by our Steinway pianos increased by 48.0%, or at a CAGR of 8.2%.

Our reach is global. Our instruments are desired and sold throughout the world, in approximately 88 countries. Our brands are well-known and universal, with over 800 trademarks registered in countries across the globe. With this reach, our reputation as a preeminent piano manufacturer has allowed us to gain, based on market data and internal estimates, approximately 80% of what we believe is the ultra-premium piano market, measured in terms of production volumes.

Our top-tier Steinway brand provides a professional-level experience; however we also maintain product lines that allow us to serve an array of consumers, including our Boston and Essex pianos which extend our high-quality piano offerings across more affordable price points. The Piano segment is supplemented by our Band segment where, among others, the Conn, Bach, Selmer and Ludwig brands all lead their respective categories and serve a diverse group of educational institutions and instrument consumers.

We are aligned with favorable long-term trends.

There are a number of socioeconomic trends that serve as tailwinds for us, including:

 

   

Outsized growth in the population of HNWI and UHNWI, particularly in China. The global population of HNWI and UHNWI has grown at a 10.1% and 11.9% CAGR, respectively, over the five years ended December 31, 2021. In China, the population of HNWI and UHNWI has grown at a 15.1% and 19.6% CAGR respectively, over the same period, relative to total Chinese population growth of 0.3%.

 

   

Increasing Chinese investment in music education, with music and the arts expected to be a compulsory examination subject nationwide by 2022.

 

   

Unprecedented strength in the housing market, with U.S. housing starts up approximately 160% over the 10 years from 2011 to 2021, representing a CAGR of 10.1% based on U.S. Census data. Furthermore, housing sales have increased approximately 40% from 2011 to 2021 and just over 10% in the five years ended December 31, 2021, according to IHS Markit data. Median prices for new homes are expected to grow at a CAGR of 4% from the final quarter of 2021 to the final quarter of 2026, which is a function of demand. We typically expect demand for our products to track increased activity in the housing market, as consumers are more likely to buy Steinway pianos as they purchase new and higher-end homes.

 

   

A greater consumer focus globally on the home and in-home activities following the onset of the COVID-19 pandemic.

 

   

A growing understanding of the cognitive and developmental benefits associated with music education.

 

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Record $13.2 billion in U.S. government investment in education with access for music education through Elementary and Secondary School Emergency Relief (ESSER) funds, signed into law in March 2020.

While we expect these favorable trends to continue, any ebbing or reversal of one or more of these trends could adversely affect the growth of our business. See “Risk Factors—Risks Related to our Business—Unfavorable economic conditions and changes in consumer preferences could adversely affect our business.”

Our manufacturing excellence and commitment to high-performance quality lies at the core of our identity.

For more than 165 years, we have played a key role in the development of the modern grand piano and due to our commitment to sustained advances in manufacturing—as evidenced by our ever-growing patent portfolio—we have remained a leading manufacturer of ultra-premium concert pianos ever since. We manufacture each of our Steinway pianos, one by one, in our historic factories in Astoria, New York; and Hamburg, Germany, through a precise and meticulous artisan process.

These factories and many of our pioneering techniques that we still currently employ date back to the 19th century and have shaped and further elevated the high-end piano manufacturing standards of today. Our integration of time-tested, old-world methods with state-of-the-art technology and investments in advanced machinery coalesce in a production process that requires six months to several years and dozens of artisans to create what we believe is the world’s finest piano.

The quality of our materials and processes results in pianos that can be enjoyed for generations, as evidenced by what has historically been our primary competition, legacy Steinway pianos.

 

 

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Our company-owned retail showrooms and deep relationships with experienced dealers create a powerful, high-touch distribution model.

We have established company-owned retail showrooms coast-to-coast in the United States in wealthy metro areas from New York to Beverly Hills, Chicago, San Francisco and Miami; across Europe with locations in cultural hubs including London, Paris, Vienna and throughout Germany; and in key APAC locations including Tokyo and Shanghai and in Beijing, where we launched our APAC flagship store in 2017. Currently, we own 16 retail showrooms in the United States, 11 in Europe and six in the Asia Pacific region. Our 33 company-owned showrooms heighten our brand awareness and allow us to build meaningful relationships directly with our valued customers.

Our platform of company-owned retail locations has bolstered our sales from retail operations, which have increased by a CAGR of 16.1% between fiscal years 2016 and 2021, reaching 39.4% of our total Piano segment net sales for fiscal year 2021. The outsized growth of this channel has ushered in higher profitability, as pianos sold through direct channels capture a significantly larger share of margin compared to sales through traditional wholesale channels, with the added benefit that we build stronger, longer-lasting ties directly with our customers.

 

 

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In addition to our company-owned retail showrooms, we depend on a network of independent dealers and distributors to distribute a majority of our pianos and all of our band instruments. We believe that we have a robust network of dealers and distributors with deep knowledge of the markets

 

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in which they operate. However, there is no assurance that they will continue to generate sales at historical levels. See “Risk Factors—Risks Related to Our Reliance on Third Parties—We generate most of our sales through independent dealers and distributors.” The comprehensive family of brands we offer allows us to serve as the exclusive supplier to many of our piano dealers, and our dealers are also awarded exclusive territories to promote robust marketing and sales programs, promotional expenditures and loyalty. We also bolster our dealers through the provision of marketing and sales programs and materials, inventory management support, sales training, customer service and technical assistance.

 

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Finally, we are finding new and relevant ways to sell to smaller, previously unrepresented territories. We have created a team of Educational Sales Managers that travel and sell direct to institutions and customers in territories not represented by a retail store or a dealer.

Within our Band segment, our Conn-Selmer Department of Education maintains close connections to educational institutions, often the ultimate customers of our band and orchestral instruments. Conn-Selmer is an industry leader in providing support and advocacy tools specifically tailored to music education through our educational outreach team. Through our coast-to-coast School Partnership program, Conn-Selmer maintains a specialized team of educational support managers who provide personalized service and support, customized lease and purchase programs, as well as artist and clinician funding. Conn-Selmer also provides partnering schools with free access to our instrument inventory management system, which helps customers manage their long-term supply needs and track inventory age and condition. These initiatives serve to deepen our institutional relationships and supplement demand for our instruments.

Our vertically-integrated supply chain affords numerous operational advantages.

Our commitment to quality extends throughout our entire supply chain. Historically, we have partnered with some of the most respected suppliers in the industry. To streamline our process, better control quality of production and ensure continuity in vendor business, at opportune times, we have strategically acquired significant key parts suppliers: Kluge GmbH, the largest piano keys manufacturer in Europe; O.S. Kelly, the largest piano plate manufacturer in the United States; and most recently in 2019, Louis Renner, which we believe is one of the world’s finest and most widely respected producers of piano action parts.

By integrating these suppliers into our controlled manufacturing process, we can ensure that Steinway-caliber quality is preserved and more seamlessly improved upon across our key components. In addition, with these acquisitions, we are now the primary supplier of spare parts for used Steinway pianos, giving us the opportunity to reach a broader array of customers through the sale, rebuilding and restoration of certified pianos and set the standards for quality in the resale market.

 

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We have a long history of innovation and have developed what we believe to be the premier technology in the piano industry.

We continue to innovate, adding 18 new patents to our portfolio in the last decade to reach a current total of over 150 patents over the course of our history. The Steinway pianos we produce today are the best and most advanced pianos we have ever produced.

The introduction of the Steinway Spirio in 2015 was a culmination of years of investment, research and development and technological expertise. Spirio’s high resolution playback system uses proprietary software to measure hammer velocity (up to 1,020 dynamic levels at a rate of up to 800 samples per second) and proportional pedaling – for both the damper pedal and soft pedal (up to 256 pedal positions at a rate of up to 100 samples per second). We consider the Spirio technology to be a masterpiece of artistry and engineering, delighting listeners with recorded performances of artists, with what we believe to be the same level of intimacy and nuance as a live performance. We further enhanced Spirio in 2019 with the introduction of Spirio | r, which enables recording, high-resolution editing, and playback, providing educational institutions and professional artists with new tools and opportunities and to seamlessly connect and integrate with multiple musical environments. In 2021 we released our latest Spirio feature, Spiriocast, which allows for performances to be streamed live, in sync with video and audio, from one Spirio | r piano to others anywhere in the world.

Our Spirio technology provides access to our large and diverse Spirio music library, which includes performances recorded exclusively for Spirio and produced by us, offering performances from an incredible roster of hundreds of Steinway Artists. A collection of these recorded works is also synched with video for an even more engaging and unique performance at home. In addition, we pioneered technology that allows Spirio pianos to showcase historical performances, synched with video, by Steinway Immortals including Glenn Gould, Duke Ellington and Vladimir Horowitz. Each month, the Spirio Spotlight showcases all new content—music, videos and curated playlists—which is automatically downloaded to every Spirio piano, allowing us to drive value for and deepen our connection to our customers.

 

 

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These innovations fortify our reputation as an industry leader in musical instrument manufacturing and strengthen our offerings relative to our competition, including legacy Steinway pianos. Spirio has been a key driver of our growth, comprising approximately half of Steinway piano sales in 2021. With the evolution of our Spirio technology, we have built an experienced, high-tech, cutting-edge Music and Technology team that we continue to leverage for future opportunities, technological advancements, and product offerings, always striving to create new avenues to grow our brands and product portfolio. Our recent investments in innovation have dramatically expanded our target audience, increased our relevance to consumers and artists, and entrenched our leading competitive position in the piano market.

 

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We are the clear brand of choice among the professional community.

The Steinway piano was the instrument of choice for approximately 97% of concert pianists when performing with orchestras across the globe during the 2018–2019 concert season, none of whom are compensated to use or endorse Steinway. These artists, many of whom perform at the pinnacle of the music industry, influence consumption trends across our customer base. For decades, we have cultivated relationships with the most talented pianists from nearly every genre, including Jon Batiste, Billy Joel, Lang Lang and Regina Spektor.

We continue to source and grow these relationships through our Steinway Artists program. This program encompasses all genres of music and includes renowned musicians such as Martha Argerich, Ahmad Jamal, Diana Krall, Charlie Puth and Yuja Wang. We select our Steinway Artists through a rigorous application process that can last up to a year, requires applicants to already own a Steinway piano and have a recommendation from an existing Steinway Artist or a Steinway & Sons dealer. For our Steinway Artists, we have a concert and artist bank of Steinway pianos, many of which are permanently located at leading concert venues. We also transport our pianos to any location where a Steinway Artist is performing, ranging from the biggest music festivals to the hardest-to-reach locations, including an iceberg in the Arctic Ocean. These programs strengthen our relationships and standing with the professional community and also allow us to constantly solicit feedback from the most qualified sources: top concert pianists.

 

 

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Leading educational institutions also choose Steinway, and we maintain relationships with nearly all of the top music schools across the world—which we believe cements our position as the world’s premier piano manufacturer and instills young artists globally with a devotion to Steinway pianos at the onset of their careers. Our All-Steinway schools provide pianos that inspire students to realize their artistic talents and best prepare them to compete at the highest level in the professional world. In addition, we maintain a dedicated institutional sales team that provides a suite of customized resources to colleges, universities and conservatories, including inventory analysis tools, fundraising programs, lease-to-own options, factory seminars and technical service guidelines.

We are proud of our strong market share among professionals and institutions, and believe this validates our meticulous artisan process and the quality products we produce. This endorsement by the professional and institutional community informs and drives consumer demand of individuals searching for high quality pianos for the home.

We have an experienced management team and shareholder group committed to serving as stewards of our brands.

Our management team, led by our Chief Executive Officer, Benjamin Steiner, has extensive industry experience and global expertise and is committed to preserving and further expanding the legacy of our brands. The management team represents a broad foundation of experiences spanning expertise in sales, marketing, manufacturing, technology and innovation and strives to conserve a deep continuity with Steinway’s rich heritage. In addition, our Americas, EMEA and APAC regional leaders have intimate local knowledge of their respective geographies, allowing us to navigate the nuances of the piano market across all of our operations.

Our Chief Executive Officer, Mr. Steiner, led the investment by John Paulson and certain affiliated entities in 2013 and has been associated with our company ever since, joining the Steinway team in 2016 and subsequently being appointed as Chief Executive Officer in August 2021. During his years with our company, Mr. Steiner has connected John Paulson’s vision with our management team’s industry and institutional knowledge, strengthening our business through operational and digital innovation while enhancing our stature within the music industry.

The talent and industry expertise of the members of our management team make our company well positioned to realize its growth potential. Our President of Steinway Asia Pacific, Wei Wei, brings a deep knowledge of the region and marketing expertise from her past experience as Director of Marketing and Sales to her current position overseeing this particularly fast-growing region. Eric Feidner serves as our Chief Technology and Innovation Officer managing the teams responsible for music technology in product development. With his accomplished background in technology, music and e-commerce, having previously founded ArkivMusic and served in executive positions at start-ups N2K, Inc. and Winstar Communications, Eric Feidner is expected to help expand the market for Steinway pianos. Our Chief Financial Officer, Maia Moutopoulos, also brings years of expertise to our management team. Before joining Steinway’s corporate finance team in 2014, Maia Moutopoulos served for eight years as the Accounting Manager at Steinway Inc., our Americas piano division, bringing an intimate knowledge of the company’s financial structure to her role.

Furthermore, John Paulson, founder of Paulson & Co., is one of the most prominent names in the financial industry. John Paulson’s reputation and knowledge—both operationally and financially—have proven to be key assets for Steinway and our people. John Paulson’s primary goal has been to ensure the long-term success of our business and the continued preeminence of the Steinway brand, and as our controlling stockholders, John Paulson and certain affiliated entities play a central role in creating

 

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our strategic vision and setting our long-term trajectory. As testament to this commitment, one of the first initiatives undertaken by John Paulson post-acquisition was to fortify our technological capabilities with significant investment in music technology, resulting in the successful launch of the Steinway Spirio piano, and our total capital expenditures have more than tripled since 2013. After this offering, John Paulson and certain affiliated entities will hold a significant portion of our common stock, including all of our Class B common stock, will control the direction of our business, and so long as they do so, will prevent you and other stockholders from influencing significant decisions of our business.

Our Growth Strategies

Innovate in technology, including through Spirio.

We believe our Steinway Spirio high-resolution player pianos are revolutionary for our industry and we have consistently advanced the technology since its original debut in 2015. We built upon our initial launch of Spirio with the introduction of Spirio | r in 2019, which enabled recording, high-resolution editing and playback capabilities. In 2021, we released a new software feature, Spiriocast, which allows instant streaming of live performances, perfectly in sync with audio and video, from one Spirio | r piano to others around the world. Our Spirio instruments play back the performances of renowned concert pianists, record and replay a consumer’s own performances, and also allow for high-resolution editing of such recordings. Our Spirio music library includes thousands of exclusive performances by hundreds of artists, many of which are synched with video, all accessed with the touch of an iPad and enjoyed in a consumer’s own home. Our Spirio music library is expanded monthly and automatically updated, increasing consumer value over time while also deepening our connection to our consumers.

With this evolution, enabled through Spirio technology, we believe the Steinway piano has been recast—not only as the preeminent high-performance piano, but also as a unique luxury entertainment system for the home. Our target market has expanded significantly with this development to now include recreational music lovers who may not play the piano but can nonetheless enjoy a moving musical experience at home. In fact, 67% of our Spirio customers from 2015 to 2021 reported that they are non-piano players. We have also increased our brand’s relevance to customers and artists, differentiating our product from older Steinway models that may have been considered by customers on the used market.

We have seen significant demand for our Steinway Spirio player pianos; sales of our Spirio and Spirio | r pianos grew at a CAGR of over 30% between fiscal years 2016 and 2021 and represented approximately 32% of Piano segment net sales in fiscal year 2021. We believe there is still significant room for growth in Steinway Spirio sales. Our Spirio player pianos sell at a premium to other Steinway models, leading to increased net sales and profit per unit sold.

We continue to advance the depth and breadth of our technology, with each Spirio generation continually improving on the last. In addition, the investments we have made in our technical capabilities have allowed our company to build an infrastructure of technological expertise, laying the foundation for further innovation across our instrument portfolio and potentially in adjacent markets.

Our Conn-Selmer business also continues to invest in digital technology to strengthen our relationships with music educators and students. Our recently acquired MusicProfessor digital lesson platform gives music educators a suite of teaching aids for in person, hybrid, and remote learning as well as a pedagogically-driven experience for new players without formal guidance.

 

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Expand our company-owned retail locations and improve distribution.

We are driving top-line growth by building out our company-owned retail showroom presence in strategic high-growth metropolitan areas, providing the opportunity to cultivate deeper and more durable relationships directly with our end customers and to strengthen our ability to manage our luxury brand image. In addition, increasing sales through our direct outlets allows us to realize a larger share of margin compared to sales through wholesale channels.

To capitalize on this higher profit opportunity, we have improved many of our existing direct outlets and opened new locations, which feature high quality buildouts, curated merchandise and knowledgeable and effective sales employees. We have opened or renovated 26 of our 33 retail showrooms since 2013. These retail stores are strategically located across the United States, including locations in New York, Beverly Hills, Chicago, San Francisco and Miami; in cultural hubs in Europe such as London, Paris, Berlin and Vienna; and also in key APAC metros that include Shanghai, Beijing, Xi’an and Tokyo.

These initiatives have increased the percentage of sales that come from our retail operations over time, representing approximately 39.4% of all Piano segment sales in fiscal year 2021. We believe that continuing to expand our network of retail showrooms will enable us to increase the demand for our pianos, while also improving our margins, strengthening customer relationships and expanding our customer reach.

Wholesale distribution remains our largest channel by volume of instruments. Many of our dealers have been in the business for almost as long as we have, and we always encourage exclusive relationships with us. They have intimate knowledge of their local markets and deep connections within their musical communities. We work with our dealers to further elevate their operations, including by providing retail design templates, encouraging location optimization, offering enhanced sales training, providing promotional materials and sales leads, and arranging ongoing technical support. These initiatives fortify our relationships with our dealers and also ensure a Steinway—level customer experience across our network. In addition, we continue to evaluate underperforming territories for further potential retail expansion.

Finally, we have seen successful sales results with our recently launched Steinway Educational Sales Manager program, which sends Steinway-trained sales managers to institutions in territories that are not represented by a dealer or a company-owned retail store. We continue to consider and implement new methods to reach underpenetrated markets.

Expand in China, a vast and rapidly growing market for our products.

China represents a unique market for Steinway due to two primary cultural and structural factors: a deep-rooted reverence for classical music, specifically piano music, and a sizeable and rapidly expanding middle and upper class with an appetite for luxury Western products. China is the largest global market for pianos and has approximately 40 million practicing pianists, roughly seven times the approximately six million practicing pianists in the United States. Currently there are approximately 30 million children in China taking piano lessons, compared to less than 10 million in the rest of the world, suggesting that the majority of children playing the piano globally are in China. Initiatives pursued by the Chinese central authorities to promote traditional forms of childhood recreation further bolster these organic dynamics, which we expect to provide further tailwinds to our business in the region.

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schools. We have taken steps to continue building our brand resonance in the region by actively partnering with celebrity Chinese concert pianists, such as Lang Lang, opening company-owned retail showrooms in strategic Chinese metro areas, promoting a full and diverse sales and marketing calendar nationwide, including, on average, over 215 events at each of our retail showrooms annually, and adding new tracks to our Spirio library that cater to the Chinese consumer.

Despite the prevalence of piano playing in China and our brand strength in the region, we have historically been underpenetrated in the country, selling approximately half as many Steinway grand pianos in China as in the U.S. market. However, as China continues to develop and accumulate wealth, we will seek to capture the growing demand for ultra-premium pianos by private customers. Over the last 20 years, we have transformed our business in China to sell more pianos to private customers rather than institutions. For example, over 90% of Steinway grand pianos sold in China in fiscal year 2001 were to institutional customers, compared to approximately 10% in fiscal year 2021. The Wealth Report 2022, published by Knight Frank, forecasts the number of UHNWI in China to grow by 41% over the five years from 2021 to 2026 while the combined population of UHNWI and HNWI is expected to reach 18.1 million, representing the second-largest wealth market globally. Our and third-party forecasts of growth in China are based on a number of assumptions, and should be read in conjunction with “Risk Factors—Risks Related to Our Business—Our estimates of market opportunity and forecasts of market growth, including in China, may prove to be inaccurate and there is no guarantee that demand for our products will grow as expected, or that we will be able to grow our business at similar rates, if at all.”

 

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We have begun to see these dynamics play out as we have grown our net sales in China at a 20.4% CAGR from $46.0 million in fiscal year 2016 to $116.5 million in fiscal year 2021, and our Piano segment net sales in the APAC region from $71.2 million to $149.9 million, representing a CAGR of 16.1%, over the same period.

 

 

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Grow our average net sales per unit by expanding our special, limited-edition and bespoke instrument business.

The investments we have made in our manufacturing facilities have made our factories nimbler and more efficient, allowing us to increase our range of stock keeping units (“SKUs”). We have built a team dedicated to creating new and exceptional design concepts, sourcing unique luxury materials and collaborating with specialty artisans to produce the most exquisite Steinway pianos. We have a long legacy of producing custom pianos, and with our advances in manufacturing capability and our investment in the right team, we are now able to produce a significantly larger number and spectacularly varied array of custom models. These include our Bespoke and Art Case custom Steinway pianos, our limited-edition Steinway pianos, our Crown Jewel Steinway collection of exotic wood veneers, and our special collections. These products not only increase the selection offered to our most discerning customers, but also allow us to drive meaningful increases in average selling price.

We believe we can further increase our average net sales per unit through greater customer adoption of our special instruments, including by: (1) continuing to expand our range of special and custom instruments; (2) investing in our manufacturing capabilities to increase capacity and decrease lead times for these instruments; (3) honing our marketing efforts for such instruments; and (4) capitalizing on the growing population of UHNWI, particularly in China. Our manufacturing advances to date have allowed us to increase the percentage of special pianos produced as part of total Steinway grand pianos manufactured at our Hamburg factory, which supplies our growing business in China, from 6% to 11% between fiscal years 2016 and 2021.

Our Band segment has also made strides in building demand for premium instruments offered within our Conn-Selmer family of brands. We have launched over 120 new or improved products since 2020, including our re-imagination of the most coveted line of trumpets on the market, the Bach 170, 180, and 190 series and the release of new Ludwig hardware to expand our growing Ludwig acoustic drum market. Alongside our Artist Select program, a celebration of our best horns which are hand-selected by our master artists, we have recently launched ConnSonic—a proprietary suite of processes for optimizing musical instrument acoustics. We believe instruments created using ConnSonic feature greater depth and efficiency of tone production than conventional instruments.

 

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Summary Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition and results of operations. You should carefully consider the risks discussed in the section titled “Risk Factors,” including the following risks, before investing in our Class A common stock:

 

   

Our business is dependent upon the distinctive appeal of the Steinway brand.

 

   

Competition within the luxury goods and broader music industry is intense and our existing and potential customers may be attracted to competing forms of products.

 

   

Since we have a limited number of facilities, any loss of use of any of our facilities, or those of our third-party suppliers, could adversely affect our operations.

 

   

Our estimates of market opportunity and forecasts of market growth, including in China, may prove to be inaccurate and there is no guarantee that demand for our products will grow as expected, or that we will be able to grow our business at similar rates, if at all.

 

   

Unfavorable economic conditions and changes in consumer preferences could adversely affect our business.

 

   

Any disruption in the supply of raw materials and components we and our key manufacturers need to manufacture our musical instruments could harm our business, financial condition and results of operations.

 

   

We operate in competitive markets.

 

   

We depend on skilled craftspeople to develop and create our pianos and a skilled sales force to sell our pianos.

 

   

The loss of one or more members of our senior management team could adversely affect our business.

 

   

Our primary manufacturing facilities in Astoria, New York and Hamburg, Germany are expensive to operate, and subject us to high labor, tax and other expenses.

 

   

The artists who play and promote our instruments are an important aspect of our brands’ images and the loss of the support of artists may harm our business.

 

   

Our internal computer systems, or those of any of our third-party service providers, may fail or suffer security breaches.

 

   

We may be unable to strategically expand our showroom footprint, and maintaining our brand image and desirability to consumers requires significant investment in showroom construction, maintenance and periodic renovation.

 

   

Our international operations are exposed to risks associated with exchange rate fluctuations and customs, regulations, trade restrictions and political, economic and social instability.

 

   

Evolving U.S. and European trade regulations and policies, including with China, have in the past and may in the future have a material and adverse effect on our business.

 

   

Failure of our new products to gain market acceptance, or the obsolescence of our existing products, may adversely affect our operating results.

 

   

Our operations may subject us to liabilities for environmental or other regulatory matters, the costs of which could be material.

 

   

We generate most of our sales through independent dealers and distributors.

 

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Any significant disruption in our supply from key suppliers could delay production.

 

   

Our third-party manufacturers and suppliers may not continue to manufacture products that are consistent with our standards and our quality control measures may be inadequate.

 

   

John Paulson and certain affiliated entities will hold a significant portion of our common stock, including all of our Class B common stock, will control the direction of our business, and so long as they do so, will prevent you and other stockholders from influencing significant decisions.

 

   

We will be a “controlled company” under the corporate governance rules of the NYSE and, as a result, will qualify for exemptions from certain corporate governance requirements. If in the future we choose to rely on certain of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Our business also faces a number of other challenges and risks discussed throughout this prospectus. You should read this entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our Class A common stock.

Our Corporate Information

Our principal executive office is located at 1 Steinway Place, Astoria, New York 11105 and our telephone number at that address is (718) 721-2600. We maintain a website on the Internet at www.steinway.com. We have included our website address in this prospectus as an inactive textual reference only. The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being incorporated by reference into, this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

 

   

the option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

 

   

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

 

   

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

 

   

exemptions from the requirements of holding nonbinding, advisory stockholder votes on executive compensation or on any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion; (ii) the date that we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the

 

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end of the second quarter of that fiscal year; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the first fiscal year ending after the fifth anniversary of the completion of this offering.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide may be different than the information you receive from other public companies in which you hold stock.

Emerging growth companies can also take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, our operating results and financial statements may not be comparable to the operating results and financial statements of companies who have adopted the new or revised accounting standards.

As a result of these elections, some investors may find our Class A common stock less attractive than they would have otherwise. The result may be a less active trading market for our Class A common stock, and the price of our Class A common stock may become more volatile.

Distribution

Prior to the closing of this offering, the Parent will be liquidated and its sole asset, the shares of our common stock it holds, will be distributed to certain of its members based on their relative rights under its operating agreement. John Paulson and certain affiliated entities will receive a number of shares of our common stock in the liquidation of Parent equal to the value of their holdings in the Parent immediately before the distribution. Our Chief Executive Officer, Benjamin Steiner, will receive a number of fully-vested shares of our common stock in the distribution equal to the value of his fully-vested holdings in the Parent immediately before the distribution and will receive a number of restricted shares of our common stock in the distribution equal to the value of his unvested holdings in the Parent immediately before the distribution, which restricted shares shall be subject to the same time-vesting conditions as Mr. Steiner’s unvested holdings in the Parent as of immediately before the distribution. See “Certain Relationships and Related Party Transactions—Relationships with Other Directors, Executive Officers and Affiliates.” After giving effect to the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each of which will be in effect upon the closing of this offering, and the Class B Reclassification (as defined herein), John Paulson and certain affiliated funds’ common stock will be recapitalized into Class B common stock and Mr. Steiner’ s common stock will be recapitalized into Class A common stock.

We refer to these transactions collectively as the “Distribution.” Unless otherwise indicated, all information in this prospectus assumes the completion of the Distribution prior to the closing of this offering and a public offering price of $                per share, which is the midpoint of the price range set forth on the cover page of this prospectus. The Distribution will not affect our operations, which we will continue to conduct through our operating subsidiaries.

Recent Developments

Preliminary Financial Information for the Three Months Ended March 31, 2022

The following selected preliminary unaudited interim consolidated financial information for the three months ended March 31, 2022 is based upon our estimates and subject to completion of our

 

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financial closing procedures. Moreover, this data has been prepared solely on the basis of currently available information by, and are the responsibility of, management. This information should be read in conjunction with the sections titled “Risk Factors,” “Forward Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto and other financial information included elsewhere in this prospectus. Our independent registered public accounting firm, Crowe LLP, has not audited or reviewed, and does not express an opinion with respect to, this preliminary financial information. This summary is not a comprehensive statement of our financial results for this period, and our actual results may differ from these estimates due to the completion of our financial closing procedures and final adjustments and other developments that may arise between the date of this prospectus and the time our final quarterly consolidated financial statements are completed, and any resulting changes could be material. Accordingly, we have provided ranges, rather than specific amounts, for the preliminary financial information described below. Our actual results for the three months ended March 31, 2022 will not be available until after the completion of this offering and the estimates presented below should not be regarded as a representation by us, our management or the underwriters as to our actual results for the three months ended March 31, 2022. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control.

We have prepared the following selected preliminary unaudited interim financial information for the three months ended March 31, 2022 and 2021.

 

     Three Months Ended March 31,      % Change Three Months
Ended March 31,
2022 versus
March 31, 2021
 
     2022      2021  
(in thousands)    Low      High      Actual      Low     High  

Net sales

   $                    $                    $                                                           

Cost of sales

   $        $        $                                       

Gross profit

   $        $        $                                       

Net income

   $        $        $                                       

Adjusted EBITDA(1)

   $        $        $                                       

Adjusted Net Income(2)

   $        $        $                                       

 

(1)

Adjusted EBITDA is not a recognized financial measure under GAAP. For information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Additionally, see below under “—Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to Net Income (Loss), the most directly comparable GAAP measure.

 

(2)

Adjusted Net Income is not a recognized financial measure under GAAP. For information about why we consider Adjusted Net Income useful and a discussion of the material risks and limitations of this measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Additionally, see below under “—Adjusted Net Income” for a reconciliation of Adjusted Net Income to Net Income (Loss), the most directly comparable GAAP measure.

Net Sales

For the three months ended March 31, 2022, we expect net sales to be between $             million and $             million, compared to net sales of $             million for the three months ended March 31, 2021. The estimated change in our net sales was primarily driven by             .

 

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Cost of Sales

For the three months ended March 31, 2022, we expect cost of sales to be between $             million and $             million, compared to cost of sales of $             million for the three months ended March 31, 2021. The estimated change in our cost of sales was driven primarily driven by             .

Gross Profit

For the three months ended March 31, 2022, we expect gross profit to be between $             million and $             million, compared to gross profit of $             million for the three months ended March 31, 2021. This estimated change was primarily driven by             .

In addition, our preliminary estimated general and administrative expenses for the three months ended March 31, 2022 were             as a result of             .

Net Income

For the three months ended March 31, 2022, we expect net income to be between $             million and $             million, compared to net income of $             million for the three months ended March 31, 2021. This estimated change was primarily due to            .

Adjusted EBITDA

For the three months ended March 31, 2022, we expect Adjusted EBITDA to be between $             million and $ million, compared to Adjusted EBITDA of $             million for the three months ended March 31, 2021. This estimated change was primarily due to            . See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for information regarding our use of Adjusted EBITDA. The following table reconciles Adjusted EBITDA to its most directly comparable GAAP financial measure, net income:

 

     Three Months Ended March 31,     % Change Three Months
Ended March 31,

2022 versus
March 31, 2021
 
     2022      2021  
(in thousands)    Low      High      Actual     Low     High  

Net income

   $                    $                    $                                                          

Interest expense, net

   $        $        $                                      

Income tax expense

   $        $        $                                      

Depreciation and amortization

   $        $        $                                      

Foreign exchange (gain)/loss(a)

   $        $        $                                      

Purchase accounting adjustments(b)

   $        $        $                                      

Non-cash stock-based and other compensation expense(c)

   $        $        $                                  

Gain on sale of intangible assets(d)

   $        $        $                                  

Potential transaction / acquisition costs(e)

   $        $        $                                  

Initial public offering expense(f)

   $        $        $                                  

Non-operating legal costs(g)

   $        $        $                                  

Other charges(h)

   $        $        $                                  

Adjusted EBITDA

   $        $        $                                  

 

(a)

Foreign exchange (gain)/loss is comprised of gains or losses on receivables, payables or other assets or liabilities which are denominated in foreign currencies.

 

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(b)

Purchase accounting adjustments reflect the impact on our operating results from step up adjustments recorded in connection with our acquisition by John Paulson and certain affiliated entities in 2013.

(c)

Non-cash stock-based and other compensation expense is comprised of expense recognized for liability classified share-based awards granted to our executives.

(d)

Gain on sale of intangible assets represents            .

(e)

Potential transaction / acquisition costs include            .

(f)

Initial public offering expense relates to non-recurring fees and expenses associated with the preparation for this offering.

(g)

Non-operating legal costs are comprised of            .

(h)

Other charges include one-time expense associated with            .

Adjusted Net Income

For the three months ended March 31, 2022, we expect Adjusted Net Income to be between $            million and $            million, compared to Adjusted Net Income of $            million for the three months ended March 31, 2021. This estimated change was primarily due to            . See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for information regarding our use of Adjusted Net Income. The following table reconciles Adjusted Net Income to its most directly comparable GAAP financial measure, net income:

 

     Three Months Ended March 31,     % Change Three Months
Ended March 31,
2022 versus
March 31, 2021
 
     2022      2021  
(in thousands)    Low      High      Actual     Low     High  

Net income

   $                    $                    $                                                          

Foreign exchange (gain)/loss(a)

   $        $        $                                      

Purchase accounting adjustments(b)

   $        $        $                                      

Non-cash stock-based and other compensation expense(c)

   $        $        $                                      

Gain on sale of intangible assets(d)

   $        $        $                                      

Potential transaction / acquisition costs(e)

   $        $        $                                      

Initial public offering expense(f)

   $        $        $                                      

Non-operating legal costs(g)

   $        $        $                                      

Other charges(h)

   $        $        $                                      

Tax impact on adjustments to net income(i)

   $        $        $                                      

Adjusted Net Income

   $        $        $                                      

 

(a)

Foreign exchange (gain)/loss is comprised of gains or losses on receivables, payables or other assets or liabilities which are denominated in foreign currencies.

(b)

Purchase accounting adjustments reflect the impact on our operating results from step up adjustments recorded in connection with our acquisition by John Paulson and certain affiliated entities in 2013.

(c)

Non-cash stock-based and other compensation expense is comprised of expense recognized for liability classified share-based awards granted to our executives

(d)

Gain on sale of intangible assets represents            .

(e)

Potential transaction / acquisition costs include            .

(f)

Initial public offering expense relates to non-recurring fees and expenses associated with the preparation for this offering.

(g)

Non-operating legal costs are comprised of            .

(h)

Other charges include one-time expense associated with            .

(i)

Tax impact on adjustments to net income represents the tax impacts associated with the aforementioned adjustments.

 

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THE OFFERING

 

Class A common stock offered by the selling stockholders

                shares.

 

Class A common stock to be outstanding after this offering

                shares (             shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).

 

Class B common stock to be outstanding after this offering

                shares (             shares if the underwriters exercise their option to purchase additional shares in full).

 

Total Class A common stock and Class B common stock to be outstanding after this offering

                shares.

 

Option to purchase additional shares of Class A common stock offered by the selling stockholders

The underwriters have a 30-day option to purchase up to an additional                 shares of Class A common stock from the selling stockholders at the initial public offering price, less underwriting discounts and commissions.

 

Reserved Share Program

At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the initial public offering price, up to 5% of the shares of Class A common stock offered by this prospectus for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. Any of our directors, officers and other Lock-Up Parties (as defined below) buying shares of Class A common stock through the Reserved Share Program will be subject to a 180-day lock-up period with respect to such shares, subject to certain exceptions described herein.

 

  For additional information, see “Underwriting—Reserved Share Program.”

 

Use of proceeds

The selling stockholders will receive all of the net proceeds from this offering. We will not receive any proceeds from the sale of Class A common

 

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stock by the selling stockholders in this offering. See “Use of Proceeds.”

 

Voting rights

Shares of Class A common stock are entitled to one vote per share. Shares of Class B common stock are entitled to ten votes per share.

 

  Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation. Following the completion of this offering, each share of our Class B common stock will be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) ten years from the filing and effectiveness of our amended and restated certificate of incorporation in connection with this offering, (ii) the first date on which the aggregate number of outstanding shares of our Class B common stock ceases to represent at least 5% of the aggregate number of our outstanding shares of common stock and (iii) the death or disability, as defined in our amended and restated certificate of incorporation, of John Paulson.

 

  Upon the completion of this offering, John Paulson and certain affiliated entities, which will be the holders of all of the outstanding shares of Class B common stock, will collectively hold approximately                % of the total combined voting power of our outstanding common stock (or approximately                % of the total combined voting power of our outstanding common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). As a result, the holders of the outstanding shares of Class B common stock will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction. See the sections titled “Principal Stockholders” and “Description of Capital Stock” for additional information.

 

Dividend Policy

As a public company we anticipate paying a quarterly dividend at a rate initially equal to $                per share per annum on our common stock to holders of our common stock. Our ability to pay dividends on our common stock is limited

 

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by the agreements governing our Credit Facilities. See “Dividend Policy.”

 

Controlled company

Following this offering we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE.

 

Risk factors

See the section titled “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in shares of our Class A common stock.

 

Proposed stock exchange symbol

“STWY.”

The number of shares of our common stock to be outstanding immediately following this offering is based on                 shares of Class A common stock, including                 shares of restricted stock, and                shares of Class B common stock outstanding as of                 , 2022 and reflects the Distribution, Stock Split and Class B Reclassification described below.

The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering does not include:

 

   

                shares of Class A common stock reserved for future issuance following this offering under our 2022 Incentive Award Plan (the “2022 Plan”), which will become effective on the day prior to the first public trading date of our common stock, as well as any shares that become issuable pursuant to the provisions in the 2022 Plan that automatically increase the share reserve under the 2022 Plan; or

 

   

                shares of Class A common stock reserved for future issuance following this offering under our 2022 Employee Stock Purchase Plan (the “ESPP”), which will become effective on the day prior to the first public trading date of our common stock, aswell as any shares that become issuable pursuant to the provisions in the ESPP that automatically increase the share reserve under the ESPP.

Unless otherwise indicated, all information in this prospectus reflects and assumes:

 

   

the completion of the Distribution prior to the closing of this offering, including the issuance of                 shares of restricted common stock to Mr. Steiner, of which                 shares of restricted stock are expected to vest on                 and an additional                 shares of restricted stock are expected to vest on                 , in each case, subject to Mr. Steiner’s continued service through such vesting date;

 

   

the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each of which will be in effect prior to the closing of this offering;

 

   

the reclassification of              outstanding shares of our common stock as of                 into an equal number of shares of Class B common stock, which will occur prior to the closing of this offering (the “Class B Reclassification”);

 

   

no exercise of outstanding options;

 

   

a                 -for-                stock split on our Class B common stock to be effected prior to the consummation of this offering (the “Stock Split”);

 

   

no exercise by the underwriters of their option to purchase additional shares of Class A common stock from the selling stockholders; and

 

   

that the initial public offering price of our Class A common stock will be $                per share (which is the midpoint of the price range set forth on the cover page of this prospectus).

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables present our summary historical consolidated financial data for the periods and as of the dates indicated. The financial data as of and for the fiscal years ended December 31, 2020 and 2021 have been derived from our consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future. This summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus.

Consolidated Statement of Income Data

 

     Year Ended  
     December 31, 2020     December 31, 2021  
     (in thousands, except share
and per share data)
 

Net sales

   $ 415,856     $ 538,350  

Cost of sales

     256,672       313,735  
  

 

 

   

 

 

 

Gross profit

     159,184       224,615  

Selling, general and administrative expenses

     105,222       136,385  

Goodwill impairment

     13,593        
  

 

 

   

 

 

 

Total operating expenses

     118,815       136,385  
  

 

 

   

 

 

 

Income from operations

     40,369       88,230  

Other (income) expense, net:

    

Interest expense, net

     15,546       5,237  

Other pension benefit

     (165     (341

Gain on sale of assets held for sale

     (56,290      

Other income

     (943     (1,606
  

 

 

   

 

 

 

Total other (income) expenses, net

     (41,852     3,290  
  

 

 

   

 

 

 

Income before provision for income taxes

     82,221       84,940  

Income tax expense

     30,406       25,677  
  

 

 

   

 

 

 

Net income

   $ 51,815     $ 59,263  
  

 

 

   

 

 

 

Net income per share attributable to common stockholders, basic and diluted

   $ 51,815     $ 59,263  

Weighted-average shares used in computing net income per share attributable to common stockholders, basic and diluted

     1,000       1,000  

Consolidated Balance Sheet Data

 

     As of
December 31, 2021
 
     (in thousands)  

Cash and cash equivalents

   $ 43,718  

Net working capital(1)

     118,602  

Goodwill

     91,767  

Total assets

     646,050  

Debt-noncurrent

     48,382  

 

(1)

We define net working capital as current assets less current liabilities. See our consolidated financial statements and the accompanying notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities.

 

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Consolidated Cash Flows Data

 

     Year Ended  
     December 31, 2020     December 31, 2021  
     (in thousands)  

Net cash provided by (used in):

    

Operating activities

   $ 58,447     $ 122,485  

Investing activities

     57,580       (24,987

Financing activities

     (104,091     (96,360

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe the following non-GAAP financial measures are useful in evaluating and comparing our financial and operational performance over multiple periods, identifying trends affecting our business, formulating business plans and making strategic decisions.

 

     Year Ended  
     December 31, 2020     December 31, 2021  
     (dollars in thousands, except
percentages)
 

Net Income

   $ 51,815     $ 59,263  

Net Income Margin

     12.5     11.0

Adjusted EBITDA(1)

   $ 76,998     $ 117,462  

Adjusted EBITDA Margin(1)

     18.5     21.8

Adjusted Net Income(2)

   $ 30,203     $ 71,420  

Adjusted Net Income Margin(2)

     7.3     13.3

 

(1)

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. We define Adjusted EBITDA as net income before interest expense, net, income tax expense, depreciation and amortization, foreign exchange (gain)/loss, non-cash impairment, purchase accounting adjustments, non-cash stock-based and other compensation expense, corporate re-organization and related charges, dealer termination expense, gain on sale of assets held for sale, potential transaction / acquisition costs, loss on extinguishment of debt, initial public offering expense, non-operating legal costs and other charges that we do not consider reflective of our ongoing performance. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by net sales, expressed as a percentage. For information about why we consider Adjusted EBITDA and Adjusted EBITDA margin useful and a discussion of the material risks and limitations of these measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

We derived the below financial data for the fiscal years ended December 31, 2020 and 2021 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the below financial data for the fiscal years ended December 31, 2016, 2017, 2018 and 2019 from our consolidated financial statements not included in this prospectus. We have prepared the consolidated financial information for the fiscal years ended December 31, 2016, 2017, 2018 and 2019 set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our operating results for such periods. The following table reconciles net income, which is the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA, for each of the periods presented:

 

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     Year Ended December 31,  
     2016     2017     2018     2019     2020     2021  
     (dollars in thousands, except percentages)        

Net income

   $ 2,817     $ 12,988     $ 17,941     $ 28,656     $ 51,815     $ 59,263  

Interest expense, net

     16,607       17,658       19,800       23,420       15,546       5,237  

Income tax expense

     7,820       10,698       20,825       13,518       30,406       25,677  

Depreciation and amortization

     19,622       19,383       14,365       13,654       14,950       14,889  

Foreign exchange (gain)/loss(a)

     (1,023     1,419       1,072       431       588       (438

Non-cash impairment(b)

                             16,093        

Purchase accounting adjustments(c)

     943       298       131       17       468       71  

Non-cash stock-based and other compensation expense(d)

           3,456       7,621       7,203       2,110       7,644  

Corporate re-organization and related charges(e)

     2,022       961       1,954                    

Dealer termination expense(f)

     526                                

Gain on sale of assets held for sale(g)

                             (56,290      

Potential transaction / acquisition costs(h)

     512             113       3,718             512  

Loss on extinguishment of debt(i)

                 3,825                    

Initial public offering expense(j)

                                   1,513  

Non-operating legal costs(k)

                       471       457       184  

Other charges(l)

           978             977       855       2,910  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 49,846     $ 67,839     $ 87,647     $ 92,065     $ 76,998     $ 117,462  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA Margin

     12.9     16.2     19.5     19.4     18.5     21.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a)

Foreign exchange (gain)/loss is comprised of gains or losses on receivables, payables or other assets or liabilities which are denominated in foreign currencies.

  (b)

Non-cash impairment is comprised of impairment losses recorded during the period for both goodwill as well as other long-lived assets. During 2020, we recognized $13.6 million of goodwill impairment and $2.5 million of impairment on trademark assets, both related to our Band segment.

  (c)

Purchase accounting adjustments reflect the impact on our operating results from step up adjustments recorded in connection with our acquisition by John Paulson and certain affiliated entities in 2013.

  (d)

Non-cash stock-based and other compensation expense is comprised of expense recognized for liability classified share-based payment awards granted to our executives.

  (e)

Corporate re-organization and related charges are comprised of expenses incurred in connection with a corporate re-organization that included relocations of our corporate office and our flagship New York City showroom, as well as corporate management changes including the change of our CEO and the elimination of certain global departments, such as global marketing and global human resources. The financial impact of this re-organization and relocation was $2.0 million in 2016, $1.0 million in 2017 and $2.0 million in 2018, of which $1.5 million was for legal settlement fees paid in 2018 to our previous CEO.

  (f)

Dealer termination expense includes a one-time dealer termination fee of $0.5 million in connection with the termination of our agreement with an exclusive third-party piano dealer in France in 2016.

  (g)

Gain on sale of assets held for sale is comprised of gains on assets which we held for sale during the period. In 2020, we sold a real estate property, which drove the gain recognized during the period.

  (h)

Potential transaction / acquisition costs are comprised of professional fees and expenses associated with potential strategic merger and acquisition activities. In 2016 we incurred $0.5 million in costs related to real estate transfer taxes in Germany that were triggered by the purchase of our business by John Paulson and certain affiliated entities in 2013, but not assessed by the German tax authorities until 2016. In 2018, we had $0.1 million of combined costs related to our acquisition of Louis Renner GmbH & Co. KG (“Louis Renner”) and an Austrian piano dealer, as well as strategic transactions that were not consummated. In 2019, we incurred an additional $1.6 million of costs in connection with our acquisition of Louis Renner and the Austrian piano dealer, $1.6 million of costs in connection with certain strategic transactions that were not consummated and $0.5 million of costs in relation to the disposition of a non-operating asset. In 2021, we incurred $0.5 million of employee severance costs in connection with our 2019 acquisition of Louis Renner.

 

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  (i)

Loss on extinguishment of debt relates to the 2018 refinancing of our First Lien Term Loan Facility and ABL Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.”

  (j)

Initial public offering expense relates to non-recurring fees and expenses associated with the preparation for this offering.

  (k)

Non-operating legal costs are comprised of non-recurring legal costs with respect to a case filed by a former piano dealer. The case was dismissed on summary judgment and was affirmed on appeal.

  (l)

Other charges include non-cash accrual of potential environmental mitigation costs in our Band segment, $0.3 million one-time consulting fees in 2021 associated with the lowering of withholding taxes in the APAC region and a $0.4 million one-time expense in 2021 associated with relocating the production facility of our Musser products.

 

(2)

Adjusted Net Income and Adjusted Net Income margin are non-GAAP financial measures. We define Adjusted Net Income as net income before foreign exchange (gain)/loss, non-cash impairment, purchase accounting adjustments, non-cash stock-based and other compensation expense, corporate re-organization and related charges, dealer termination expense, gain on sale of assets held for sale, potential transaction / acquisition costs, loss on extinguishment of debt, initial public offering expense, non-operating legal costs, other charges that we do not consider reflective of our ongoing performance and tax impacts on the foregoing adjustments. Adjusted Net Income margin is calculated as Adjusted Net Income divided by net sales, expressed as a percentage. For information about why we consider Adjusted Net Income and Adjusted Net Income margin useful and a discussion of the material risks and limitations of these measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

We derived the below financial data for the fiscal years ended December 31, 2020 and 2021 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the below financial data for the fiscal years ended December 31, 2016, 2017, 2018 and 2019 from our consolidated financial statements not included in this prospectus. We have prepared the consolidated financial information for the fiscal years ended December 31, 2016, 2017, 2018 and 2019 set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our operating results for such periods. The following table reconciles net income, which is the most directly comparable measure calculated in accordance with GAAP, to Adjusted Net Income, for each of the periods presented:

 

    Year Ended December 31,  
    2016     2017     2018     2019     2020     2021  
    (dollars in thousands, except percentages)        

Net income

  $ 2,817     $ 12,988     $ 17,941     $ 28,656     $ 51,815     $ 59,263  

Foreign exchange (gain)/loss(a)

    (1,023     1,419       1,072       431       588       (438

Non-cash impairment(b)

                            16,093        

Purchase accounting adjustments(c)

    9,888       7,828       1,659       205       1,413       913  

Non-cash stock-based and other compensation expense(d)

          3,456       7,621       7,203       2,110       7,644  

Corporate re-organization and related charges(e)

    2,022       961       1,954                    

Dealer termination expense(f)

    526                                

Gain on sale of assets held for sale(g)

                            (56,290      

Potential transaction / acquisition costs(h)

    512             113       3,718             512  

Loss on extinguishment of debt(i)

                3,825                    

Initial public offering expense(j)

                                  1,513  

Non-operating legal costs(k)

                      471       457       184  

Other charges(l)

          978             977       855       2,910  

Tax impact on adjustments to net income(m)

    (724     (1,289     (1,717     (1,507     13,162       (1,081
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income

  $ 14,018     $ 26,341     $ 32,468     $ 40,154     $ 30,203     $ 71,420  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income Margin

    3.6     6.3     7.2     8.4     7.3     13.3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a)

Foreign exchange (gain)/loss is comprised of gains or losses on receivables, payables or other assets or liabilities which are denominated in foreign currencies.

  (b)

Non-cash impairment is comprised of impairment losses recorded during the period for both goodwill as well as other long-lived assets. During 2020, we recognized $13.6 million of goodwill impairment and $2.5 million of impairment on trademark assets, both related to our Band segment.

 

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  (c)

Purchase accounting adjustments reflect the impact on our operating results from step up adjustments, including depreciation thereon, recorded in connection with our acquisition by John Paulson and certain affiliated entities in 2013.

  (d)

Non-cash stock-based and other compensation expense is comprised of expense recognized for liability classified share-based payment awards granted to our executives.

  (e)

Corporate re-organization and related charges are comprised of expenses incurred in connection with a corporate re-organization that included relocations of our corporate office and our flagship New York City showroom, as well as corporate management changes including the change of our CEO and the elimination of certain global departments, such as global marketing and global human resources. The financial impact of this re-organization and relocation was $2.0 million in 2016, $1.0 million in 2017 and $2.0 million in 2018, of which $1.5 million was for legal settlement fees paid in 2018 to our previous CEO.

  (f)

Dealer termination expense includes a one-time dealer termination fee of $0.5 million in connection with the termination of our agreement with an exclusive third-party piano dealer in France in 2016.

  (g)

Gain on sale of assets held for sale is comprised of gains on assets which we held for sale during the period. In 2020, we sold a real estate property, which drove the gain recognized during the period.

  (h)

Potential transaction / acquisition costs are comprised of professional fees and expenses associated with potential strategic merger and acquisition activities. In 2016 we incurred $0.5 million in costs related to real estate transfer taxes in Germany that were triggered by the purchase of our business by John Paulson and certain affiliated entities in 2013, but not assessed by the German tax authorities until 2016. In 2018, we had $0.1 million of combined costs related to our acquisition of Louis Renner and an Austrian piano dealer, as well as strategic transactions that were not consummated. In 2019, we incurred an additional $1.6 million of costs in connection with our acquisition of Louis Renner and the Austrian piano dealer, $1.6 million of costs in connection with certain strategic transactions that were not consummated and $0.5 million of costs in relation to the disposition of a non-operating asset. In 2021, we incurred $0.5 million of employee severance costs in connection with our 2019 acquisition of Louis Renner.

  (i)

Loss on extinguishment of debt relates to the 2018 refinancing of our First Lien Term Loan Facility and ABL Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.”

  (j)

Initial public offering expense relates to non-recurring fees and expenses associated with the preparation for our initial public offering.

  (k)

Non-operating legal costs are comprised of non-recurring legal costs with respect to a case filed by a former piano dealer. The case was dismissed on summary judgment and was affirmed on appeal.

  (l)

Other charges include non-cash accrual of potential environmental mitigation costs in our Band segment, $0.3 million one-time consulting fees in 2021 associated with the lowering of withholding taxes in the APAC region and a $0.4 million one-time expense in 2021 associated with relocating the production facility of our Musser products.

  (m)

Tax impact on adjustments to net income represents the tax impacts associated with the aforementioned adjustments.

 

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information contained in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, before making an investment decision. The risks described below are not the only ones facing us. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial position, results of operations or cash flows. In any such case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Risks Related to Our Business

Our business is dependent upon the distinctive appeal of the Steinway brand.

Our financial performance is influenced by the perception and recognition of the Steinway brand, which, in turn, depends on many factors such as the quality and image of our pianos, the appeal of our showrooms and stores, our association with leading artists and music institutions, the success of our promotional activities, including public relations and marketing, as well as our general reputation and image. The value of our brand and our ability to achieve premium pricing for our pianos may decline if we are unable to maintain the high-quality standards associated with the Steinway brand. Maintaining our reputation and image, and thus the value of our brand, will depend significantly on our ability to continue to produce high-quality pianos using quality materials and production processes.

Consequently, poor maintenance, promotion and positioning of the Steinway brand, as well as market over-saturation, including due to the supply of used Steinway pianos sold by third-parties outside of our dealer network, may adversely affect our business by diminishing the distinctive appeal of the Steinway brand and tarnishing its image. In addition, we face competition from unauthorized piano dealers and private restoration companies that offer rebuilt or refurbished Steinway pianos using non-Steinway parts. The use of non-Steinway components during the restoration process may result in pianos that bear our name but do not satisfy our quality standards, and such unauthorized products could create confusion in the market and negatively impact our reputation. Products, production methods, distribution networks or marketing methods not in line with our brand image of quality, timelessness and dependability could also affect brand awareness and adversely impact net sales. Additionally, if people do not perceive our products to be high quality or if they do not believe our products are high value, we may not be able to attract new customers, which may have a negative impact on our results of operations.

In addition, adverse publicity regarding Steinway and its products, as well as adverse publicity in respect of, or resulting from, the Company’s third-party vendors, could adversely affect the Company’s business. The considerable expansion in the use of social media in recent years has significantly expanded the potential scope of any negative publicity, which magnifies the risks associated with negative publicity.

Any of the above could harm the Steinway brand and reputation, cause a loss of consumer confidence in the Steinway brand, its products and the industry, and/or negatively affect our results of operations.

 

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Competition within the luxury goods and broader music industry is intense and our existing and potential customers may be attracted to competing forms of products, such as luxury cars, jewelry, and other luxury goods, as well as electronic pianos and keyboards. If our acoustic product lines do not maintain or increase their popularity relative to other types of luxury goods, or electronic or digital instruments, our business, financial condition, results of operations and prospects could be materially adversely affected.

We operate in the luxury goods and musical instrument industries, with a primary focus on acoustic instruments. We compete in the highly competitive market for luxury goods and the long-term success of our business depends on maintaining and increasing the popularity of our Steinway pianos relative to other luxury products and experiences, such as spending on luxury cars, yachts, jewelry, handbags, travel and other forms of leisure. If the Steinway brand becomes less attractive to consumers and HNWI and UHNWI populations choose to purchase other luxury goods instead of our Steinway pianos, demand for our products could decline and have an adverse impact on our financial condition and results of operations. Additionally, other forms of musical instruments, such as electronic pianos and keyboards, have grown in popularity in recent years and may be perceived by users to offer greater variety, affordability, interactivity and enjoyment than our acoustic product lines. Measured by units, the acoustic piano industry in the United States and Europe is much smaller than it was decades ago and the industry could shrink further due to declining consumer interest in the musical genres that feature our instruments or increased competition with other forms of musical or other types of recreation. For example, we compete with other forms of digital and online music composition that do not involve buying and playing physical musical instruments. Evolving consumer tastes and shifting interests, coupled with an ever changing and expanding pipeline of consumer products that compete for consumers’ interest and acceptance, create an environment in which some products can fail to achieve consumer acceptance, while others can be popular during a certain period of time but then be rapidly replaced. If we are unable to sustain sufficient interest in our product lines in comparison to our competitors that specialize in electronic and digital instruments, or other forms of music recreation or luxury goods, our business may be negatively affected.

Since we have a limited number of facilities, any loss of use of any of our facilities, or those of our third-party suppliers, could adversely affect our operations.

Our operations with respect to specific products are concentrated in a limited number of manufacturing facilities and any disruption at or loss of any of our facilities or those of our third-party suppliers could have a material adverse effect on our Company and operations. All of our Steinway pianos are manufactured in our Astoria, New York or Hamburg, Germany factories. Additionally, we rely on manufacturing facilities for certain of the critical components for our Steinway pianos, including our Springfield, Ohio facility which produces the plates for our pianos and our Louis Renner facilities, located in Gärtringen, Germany and Meuselwitz, Germany, which manufacture the piano actions that connect the keys to the hammers that strike the strings. We also rely on facilities in Germany and Poland that produce the keys for our Steinway pianos. Our Boston pianos are produced in Hamamatsu, Japan and near Jakarta, Indonesia by third-party manufacturers, while our Essex pianos are manufactured in Guangzhou, China by a third-party manufacturer. In addition, our band products sold under our Band segment are manufactured in our U.S. production facilities in Elkhart, Indiana, Eastlake, Ohio and Monroe, North Carolina, as well as at facilities in China, Taiwan and Vietnam. These manufacturing facilities, including those of our third-party suppliers, include computer-controlled equipment, and are subject to a number of risks related to security, computer viruses, software and hardware malfunctions, power interruptions, mechanical failures or other system failures. Strikes and work stoppages, as well as earthquakes, fires, floods, severe weather events, tornadoes or other natural disasters at or near these manufacturing facilities could also interrupt our operations. A natural disaster or other catastrophic event or the outbreak of a pandemic, including as a result of the COVID-19 pandemic, could cause interruptions in the manufacture or distribution of our products or

 

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critical components thereof and loss of inventory and could impair our ability to fulfill customer orders in a timely manner, or at all. For example, in response to the COVID-19 pandemic and the resultant public health restrictions mandated by governments, we closed our Astoria, New York factory for approximately three months in Spring 2020 and implemented capacity restrictions in our Hamburg, Germany factory that limited the number of personnel on site in compliance with local regulations throughout 2020 and 2021. We and our third-party suppliers may also be required to suspend or alter our operations at our respective manufacturing facilities as a result of any regulatory investigations, enforcement actions or violations or alleged violations of applicable environmental, health, safety or other regulations. To the extent disruptions at a manufacturing facility occur for an extended time period, we may be required to lease or purchase a new facility. This process would increase the complexity of our supply chain management and be time-consuming and expensive, and would likely result in delays in deliveries of our products to our customers. Furthermore, there is no assurance that we could find new manufacturing facilities, which are satisfactory to us on commercially acceptable terms, or at all. We maintain only a limited amount of business interruption insurance, which would not be sufficient to cover us in the event of significant disruption at our facilities or at any of our suppliers’ facilities. Because we are heavily dependent on each of our facilities, our operations may be adversely affected if we experience a disruption in business at any particular facility for a prolonged period of time because we may not have adequate substitute facilities available to us.

Our estimates of market opportunity and forecasts of market growth, including in China, may prove to be inaccurate and there is no guarantee that demand for our products will grow as expected, or that we will be able to grow our business at similar rates, if at all.

This prospectus contains various estimates of market opportunities and forecasts of market growth, including estimates and forecasts relating to the global markets for luxury goods, pianos and musical instruments . Our estimates of the market size for our products that we have provided in this prospectus are subject to significant uncertainty and are based on assumptions and estimates, including our internal analysis and industry experience, which may not prove to be accurate. Such estimates and forecasts are derived from third-party industry reports and other business data that are in turn based on a number of assumptions and estimates, including the size of the general application areas in which our products are targeted, that may not prove to be accurate. Even if the markets in which we compete or intend to expand into meet our estimates and forecasts, our business could fail to grow at similar rates, if at all. In particular, although we believe that there is significant market opportunity for increased sales of our products and net sales growth in China, our forecasts are based on a number of assumptions, including in relation to the continued rise of incomes in the country and Chinese government policies that promote music education. Despite our efforts to grow our brand and increase sales of our products in China, there is no guarantee that demand for our products will grow as expected, or at all. Our products are discretionary items and, if China experiences periods of adverse or uncertain economic conditions, consumers may shift their purchases to lower-priced products from our competitors or may forgo purchases of pianos and other musical instruments altogether. Further, during economic downturns we may need to reduce the price of our products or increase marketing spend to remain competitive. Distributors and retailers in China may also seek to reduce their inventories in response to such economic conditions and we could experience a reduction in sales of our products as a result. In addition, China has a large number of social media platforms, which we and our competitors are increasingly using to advertise our products. If we are unable to use social media effectively to advertise our products in China, it could impact our ability to attract consumers and adversely affect our business, financial condition, results of operations and cash flows. Additionally, we may also face more intense competition from domestic competitors in China, which could negatively impact our growth prospects and market share. The Chinese government has also promoted sales of musical instruments through its enactment of policies that focus on investing in and encouraging music education. This includes China’s 14th Five-Year Plan for the 2021–2025 period, which emphasizes the importance of cultural development, as well as the Ministry of Education’s plan

 

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to introduce music and the arts as a compulsory examination subject nationwide as part of high school entrance examinations by 2022. If these policies are abandoned or are no longer prioritized by the government, we could face reduced demand for our products in China, which could adversely affect our ability to implement our growth strategy.

Unfavorable economic conditions and changes in consumer preferences could adversely affect our business.

As a manufacturer and retailer of high-end pianos and other instruments, our products are discretionary purchases and our sales results are particularly sensitive to changes in economic conditions and consumer confidence. Consumer confidence is affected by general business conditions, domestic and international political uncertainties and/or developments, including geopolitical events such as the Russia-Ukraine conflict, changes in the market value of equity securities and real estate, inflation, interest rates and the availability of consumer credit, tax rates and expectations of future economic conditions and employment prospects. Consumer spending for discretionary goods generally declines during times of falling consumer confidence, which negatively affects our sales and net income. Accordingly, our financial and business performance is exposed to global social and macroeconomic risks due to its international scale. An unfavorable economy in one or more of the main countries where we operate, as well as on a global level, could adversely affect the propensity to spend on luxury goods and have a negative impact on piano sales. In particular, we depend on the U.S. and Chinese markets to maintain our current sales and support future growth, and any slowdown in the U.S. or Chinese economies could have a negative impact on the sales and profitability derived from these markets. Measured by units, the acoustic piano industry in the United States and Europe is much smaller than it was decades ago and the industry could shrink further. Growing concerns regarding increased inflation and the overall economic outlook in these regions may have a negative impact on our net sales. Additionally, our Piano segment, which represented approximately 76% of our total consolidated net sales for the year ended December 31, 2021, sells a relatively small number of Steinway grand pianos each year and even a slight decrease in sales could adversely affect our profitability. Our business is particularly sensitive to changes in the housing market, as consumers are more likely to buy Steinway pianos as they purchase new and higher-end homes. Any decline or slowdown in the U.S. or other housing markets could negatively impact sales of our pianos. The COVID-19 pandemic has had and may continue to have an adverse impact on sales in our Piano segment due to the closing of music and entertainment venues.

Sales in our Band segment are primarily dependent upon our relationships with educational and musical institutions, as well as the continued interest of school-aged children in playing musical instruments, among other factors. The COVID-19 pandemic has had an adverse impact on sales from our Band segment due to the suspension of school music programs. Any decrease in consumer spending, reduction in school budgets or decrease in the number of school-aged children or their interest in music could result in decreased sales, which could adversely affect our business and operating results.

Moreover, the cost of raw materials and components for our products may increase in line with global inflation rates. Increases in the cost of our raw materials may negatively impact our profitability and profit margins if we are unable to pass the increased costs of raw materials on to our customers. In addition, the rise in freight and warehousing costs incurred to transport and store our products and manufacturing components has had, and may continue to have, a negative impact on our business and results of operations. We may also be adversely affected by increased labor costs as a result of market shortages for employees in the manufacturing, freight, warehousing and other sectors. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs by increasing prices for our products.

 

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Any disruption in the supply of raw materials and components we and our key manufacturers need to manufacture our musical instruments could harm our business, financial condition and results of operations.

At our owned factories as well as the facilities of our manufacturers, our raw materials consist primarily of metals and woods. The majority of these materials are sourced from the United States and Europe, with the balance coming from Asia. We obtain certain of our raw materials from single sources, and any interruption in supply of one or more of our single-sourced raw materials would require us to find replacement sources, which could result in increased costs, disrupt our supply chain and divert management attention and resources. Although we have had adequate supplies of metals and woods in the past, there is no assurance that we may not experience serious interruptions to our supply in the future, which could have an adverse impact on our business, financial condition and results of operations.

In addition, securing adequate supplies of certain electronic components has become more important in our business as we continue to increase our production of our Spirio pianos. For these pianos, which represented approximately 32% of our total Piano segment net sales for the year ended December 31, 2021, we have experienced difficulty obtaining semiconductor chips at their historical standard prices as a result of the ongoing global shortage. If the worldwide shortage of semiconductor chips continues or worsens, we may not be able to source an adequate number of semiconductors at a reasonable price to meet our needs or at all. If we are unable to obtain a sufficient number of semiconductors, we may experience extended lead times for our Spirio products, which may result in order cancellations and/or negative publicity. Semiconductor chips are also a component of the iPads which we include in each sale of our Spirio pianos. As such, any difficulties in sourcing the iPad models included with our Spirio products as a result of the ongoing global semiconductor chip shortage or otherwise could negatively impact our ability to ship completed Spirio pianos on time. Our inability or failure to offset the higher costs of supplies as a result of inflation or disruptions in the supply chain could harm our business, financial condition and results of operations.

We operate in competitive markets.

Our success depends upon our ability to maintain our share of the musical instrument market by providing the best instruments in each market segment in which we compete. Increased competition could lead to price reductions, fewer large sales to institutions, reduced operating margins and loss of market share.

Prices for instruments in the Piano segment are generally higher than those of our competitors but are in line with consumer expectations for pianos of superior performance and quality. Our Steinway pianos currently compete with brands sold by Bösendorfer and Fazioli, which primarily produce and market pianos at the high end of the market. Due to the potential savings associated with buying a used or restored instrument, as well as the durability of the Steinway piano, a relatively large market exists for used or restored Steinway pianos. While it is difficult to estimate the significance of used or restored piano sales because many of these sales are conducted in the private aftermarket, we believe that used and restored Steinway pianos, including ones sold by us, provide the most significant competition for us in the high-end piano markets in the Americas and EMEA regions. Competition from used and restored Steinway pianos is less prevalent in the APAC region, including China, than it is in the Americas and EMEA regions, as there is not a significant installed base of Steinway pianos in the APAC market.

Our mid and upper-mid priced Boston and Essex pianos compete with brands such as Bechstein, Schimmel, Kawai, and Yamaha. With certain limited exceptions, we allow only Steinway dealers to carry our mid and upper-mid market Boston and Essex piano lines, thereby ensuring that these pianos will be marketed as complementary product lines to the Steinway line.

 

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Our Band segment faces particularly intense competition with a number of domestic and overseas manufacturers of band instruments. Our Band segment competes with various Asian manufacturers, including Jupiter, Yamaha and Eastman Music Company, and our woodwinds and brass instruments also face competition from European manufacturers, such as Buffet Crampon SAS. In addition to Yamaha, our Ludwig line of drums competes with a number of well-known domestic and overseas drum manufacturers, including Pearl and Drum Workshop. Any of our competitors may concentrate their resources upon efforts to compete in our markets. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop more commercially successful products or services than ours, which could negatively impact our business. Our competitors may also develop products, features or services that are similar to ours or that achieve greater market acceptance. Such competitors may also undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Furthermore, new competitors may enter the musical instrument industry or consolidate with existing competitors. Such consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings and broaden their geographic scope of operations. In addition, Asian musical instrument manufacturers have made significant strides in recent years to improve their product quality, while continuing to benefit from lower labor costs relative to western markets. They now offer a broad range of quality products at highly competitive prices and represent a significant competitive challenge for us.

It is difficult for us to assess the impact on our business from imported instruments and the sale of used Steinway pianos and those of our competitors, as there is limited data available on this from industry channels, and such impact could be more significant than expected. Our failure to compete effectively could have a negative impact on our results of operations.

We depend on skilled craftspeople to develop and create our pianos and a skilled sales force to sell our pianos, and the failure to attract and retain such individuals could adversely affect our business, financial condition and cash flow.

Although portions of our manufacturing processes are automated and/or outsourced, certain of our products, particularly those under our Piano segment, require a significant amount of skilled labor. We rely on skilled and well-trained craftspeople for the design and production of our pianos. Each Steinway piano is manufactured in our Astoria, New York or Hamburg, Germany factories through an artisanal process that takes at least six months per piano. Our inability to attract or retain qualified employees in our design, production, research and development, sales or other functions could result in diminished quality products and delinquent production schedules, impede our ability to develop new products and harm our business, financial condition and cash flows.

Many of the skills we require are not typically taught in traditional universities or schools. For example, the process of bending the Steinway piano rim is an acquired skill and not widely taught. Similarly, the skills required to construct and repair our pianos are taught only in highly-specialized trade schools or passed down from generation to generation. For these reasons, many of the skills required to manufacture our pianos are taught to new employees through in-house training and mentoring by more experienced staff. Therefore, if we are unable to retain and promote talent who can teach and train new employees regarding their skillset and expertise, we may be unable to sustain our historical technologies, and the long-term success of our business, as well as our financial condition and cash flows, could be adversely affected. Additionally, we currently have a small technology team that is responsible for the development, maintenance and continuous improvement of our Spirio technology. If we are unable to retain or attract employees with the technical expertise to promote the growth of our Spirio line, our business, reputation and financial condition could be adversely affected.

 

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In addition, we rely on a skilled sales force that is knowledgeable about our products. It is essential that we continue to focus on developing, motivating, and retaining our sales personnel, particularly as we endeavor to grow our direct-to-consumer sales channels. If we fail to adequately identify, recruit, train and retain such sales personnel, our business, financial condition, and results of operations could be adversely affected.

The loss of one or more members of our senior management team could adversely affect our business, financial condition and cash flows.

We operate with minimal redundancy of personnel across various key areas of our business, including manufacturing, sales, legal/compliance, and finance. As a result, we depend on the efforts and expertise of our senior management team, and our future success largely depends on our ability to retain these qualified individuals and to attract and retain other qualified managerial personnel, especially as we grow and expand our international operations. From time to time, there may be changes in our executive management team resulting from the hiring or departure of these personnel. Retaining key management personnel will require significant time, expense and attention, as there is intense competition for such individuals, and new hires require significant training and time before they achieve full productivity. We may also need to increase our management compensation levels to remain competitive in attracting and retaining members of our management team. Further, we do not have formal employment agreements with all of our key personnel and the loss of one or more of our senior management members’ services, and our inability to find suitable replacements or suitable new talent, or the failure by our executive team to effectively work with our employees and lead our company, could have an adverse effect on our business, financial condition and cash flows.

Our primary manufacturing facilities in Astoria, New York and Hamburg, Germany are expensive to operate, and subject us to high labor, tax and other expenses.

Our primary manufacturing facilities in Astoria, New York and Hamburg, Germany are more expensive to operate than equivalent facilities in jurisdictions with more favorable legal regimes and lower cost of labor. We have been producing our Steinway pianos at our Astoria and Hamburg facilities for over 140 years, and believe that our legacy of craftsmanship is inextricably intertwined with our manufacturing process at these locations. Nevertheless, our operations in our Astoria and Hamburg facilities expose us to costs that would be significantly less in jurisdictions more favorable to manufacturing. For example, our cost of labor, including employee wages and benefits, insurance costs, general legal compliance costs, including workplace safety and environmental regulations and protections, and federal, state and local taxes are all substantially higher than they might otherwise be if our primary manufacturing facilities were located elsewhere. Additionally, the jurisdictions in which we operate our manufacturing facilities permit or support unionized labor and, as a result, our labor costs are higher than they might be if our operations were conducted elsewhere.

In 2021, we were able to avoid a substantial property tax increase on our Astoria, New York facility by negotiating a tax abatement with New York City. We could face similar or larger tax increases in the future which we may be unable to mitigate through negotiating similar tax abatements or other arrangements to reduce our tax burden. Furthermore, the enactment of and our compliance with new laws affecting our Astoria and/or Hamburg facilities could give rise to additional expenses in the future, some of which we may not be able to predict or adequately manage. Our high operating costs at our primary manufacturing facilities in Astoria and Hamburg could have a material adverse effect on our business, financial condition and results of operations.

 

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The artists who play and promote our instruments are an important aspect of our brands’ images. The loss of the support of artists and institutions for our musical instrument products or our inability to gain endorsements from new artists or institutions may harm our business, financial condition and cash flows.

If current or future artists and famous musicians do not use and endorse our musical instrument products, our musical instrument brands could lose value and our net sales could decline. We have created a number of programs to further promote our brands. This includes the Steinway Artist Program, which consists of world-class pianists who voluntarily endorse Steinway & Sons by selecting the Steinway piano. These renowned artists help to reinforce the recognition of the Steinway brand name and its association with quality. Further, we maintain relationships with nearly all of the top music conservatories and schools across the world, which allows emerging artists to become familiar with our Steinway pianos at the outset of their careers. Additionally, the Young Steinway Artist Program allows us to consider pianists between 16 and 35 years of age who own either a Boston or an Essex piano, thus expanding our reach to emerging artists. We also partner with over 220 institutions and schools across the globe as part of our All-Steinway school program to provide students and faculties with our high-quality pianos. Our relationships with leading institutions and artists serve as an endorsement by the institutional and professional community, which in turn helps to drive consumer demand from individuals seeking to purchase high-quality pianos for home use. However, we do not have long-term contracts with any of our Steinway Artists. If we are unable to maintain our current relationships with these artists and institutions, if these artists or institutions attract negative publicity or are no longer popular or if we are unable to continue to attract the endorsement of new artists or institutions in the future, the value of our brands and our business, financial condition and cash flows could be harmed.

Our internal computer systems, or those of any of our third-party service providers, may fail or suffer security breaches, which could cause our business, financial condition and results of operations to suffer.

We increasingly rely on various information technology systems, including the use of our Spirio mobile application, all of which make up our integrated management information system, to process, transmit and store electronic information and we use information technology systems and networks in our operations and supporting departments. The future success and growth of our business depends on these information systems, communications, Internet activity and other network processes.

We may experience unanticipated delays, data breaches, complications or expenses in replacing, upgrading, implementing, integrating and operating our systems. Our integrated management information system regularly requires modifications, improvements or replacements that may result in substantial expenditures and interruptions to our operations and divert our management’s attention and resources away from other aspects of our business. Our ability to implement these systems is subject to the availability of skilled information technology specialists to assist us in creating, implementing and supporting these systems. Our failure to successfully manage, design, implement and maintain all of our systems could have a material adverse effect on our business, financial condition and results of operations.

For instance, our Spirio technology, including our ability to regularly update the Spirio music library, is largely dependent on the operability of our internal computer systems, as well as our ability to secure and update the source code for our Spirio mobile application, which provides Spirio users access to the music library. Our mobile application, as well as our internal systems, depend in part on the ability of highly technical software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which we rely has contained, and may in the future contain, errors, bugs, or vulnerabilities and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software

 

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and hardware we rely on have in the past led to, and may in the future lead to, outcomes including a negative experience for customers who use our products, compromised ability of our products to perform as advertised or as intended, delayed product launches or updates, compromised ability to protect the data of our customers and/or our intellectual property, or reductions in our ability to provide some or all of our product features. To the extent such errors, bugs, vulnerabilities, or defects impact our software or the ability of customers to utilize our product features and technologies, our brand and reputation may be harmed.

Additionally, our implementation of new information technology or information systems and/or increased use and reliance on web-based hosted (i.e., cloud computing) applications and systems for the storage, processing and transmission of information, including customer and employee personal data, could expose us, our employees and our customers to a risk of loss or misuse of such information. For instance, if we fail to identify vulnerabilities in our information technology or information systems, or if the hosted payment processing applications on which we rely are breached, our customers’ credit card information could be compromised. Like most companies, despite our current security measures, our information technology systems, and those of our third-party service providers, may be vulnerable to information security breaches, acts of vandalism, computer viruses and interruption or loss of personal information and other valuable business data. Our Spirio mobile application also involves the collection, storage, processing and transmission of a large amount of data, including personal information, and the mobile app ecosystem is prone to cyberattacks by third parties seeking unauthorized access to our data or the data of our customers or users or to disrupt our ability to provide service. Stored data might be improperly accessed due to a variety of events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. For instance, in the past we have experienced certain ransomware attacks that have temporarily disrupted our operations. While these breaches did not materially impact our operations, there is no guarantee that we will not experience similar breaches in the future, which could have a material adverse effect on our operations, cash flows and financial condition. Our efforts to protect personal data and company information may also be adversely impacted by data security or privacy breaches that occur at our third-party suppliers and vendors. We cannot control these third-parties or their systems and cannot guarantee that a data security or privacy breach of their systems will not occur in the future.

Although we rely on a variety of security measures, software, tools and monitoring to provide security for our processing, transmission, and storage of personal information and other confidential information, we cannot assure that we, or our respective third-party service providers will not experience any future security breaches, cyber-attacks or unauthorized disclosures. For example, we face a complex and evolving threat landscape in which cybercriminals, nation-states and “hacktivists” employ a complex array of techniques designed to access personal data and other information, including the use of stolen access credentials, malware, ransomware, phishing, structured query language injection attacks and distributed denial-of-service attacks, which may penetrate our systems despite our extensive and evolving protective information security measures. Further, we rely on our software and hardware providers to issue timely patches for known vulnerabilities; however, the failure of software and hardware companies to release or to timely release effective patching and our reliance on patches or inability to patch software and hardware vulnerabilities, could expose us to increased risk of attack, data loss and data breach.

Any material misappropriation, loss or other unauthorized disclosure of confidential or personal information, or disruption in performance or availability of our websites or information technology systems as a result of a security breach or cyber-attack could materially adversely affect our business and operations, including damaging our reputation and our relationships with customers, exposing us to risks of litigation and liability, all of which could have a material adverse effect on our operations, cash flows and financial condition. For further information, see also, “—New and existing data privacy

 

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laws and/or a significant data security breach of our information systems could increase our operational costs, subject us to claims and otherwise adversely affect our business.” These costs may not be covered by insurance and may require us to divert cash needed to support the growth of our business.

The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; obtaining cyber liability insurance coverage; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures.

Our business could be adversely impacted by changes in the Internet accessibility of consumers.

Our Spirio technology relies on the ability of our customers to access the Internet and our Spirio library of music and videos through the Spirio application on their personal devices or on the iPad that we provide with each Spirio piano we sell. As a result, sales of and demand for our Spirio pianos may be affected by our customers’ ability to access the Internet. We may operate in jurisdictions with limited Internet connectivity, particularly as we expand internationally. Internet access may be affected by actions taken by Internet providers with significant market power or government-imposed restrictions that degrade, disrupt or increase the cost of our customers’ ability to access our Spirio technology through the Internet. In addition, the Internet infrastructure that we rely on in any particular geographic area may be unable to support the demands placed upon it and could interfere with the speed and availability of our Spirio technology. Any such failure in Internet accessibility, even for a short period of time, could adversely affect our business and results of operations.

We may be unable to strategically expand our showroom footprint or secure direct retail outlets in prime locations, and maintaining our brand image and desirability to consumers requires significant investment in showroom construction, maintenance and periodic renovation.

We operate a network of 33 company-owned retail showrooms globally, ranging from New York to Beverly Hills, Chicago, San Francisco and Miami; across Europe with locations in cultural hubs including London, Paris, Vienna and throughout Germany; and in key APAC locations including Tokyo, Shanghai and Beijing, and we expect to continue to open additional showrooms as we grow our retail operations and execute our growth strategy. Our plan to continue to strategically open showrooms domestically and internationally is dependent upon a number of factors. These include strategically choosing new markets to expand into, the availability of desirable property, placement of showrooms in easily accessible locations with high visibility, the ability to attract qualified sales staff and store managers, the demographics of the area around the showroom, the design and maintenance of the showrooms, the availability of attractive locations within the markets that also meet the operational and financial criteria of management, and the ability to negotiate attractive lease terms. If we are unable to effectively expand our showroom footprint to satisfy our operational, and financial strategies, our growth and profitability could be negatively impacted.

Additionally, maintaining our brand image and desirability to consumers requires our stores to be constructed and maintained in a manner consistent with that brand image and to be staffed with knowledgeable and qualified sales staff. This requires significant capital investment, including for periodic renovations of existing showrooms. Renovations of existing showrooms may also result in temporary disruptions to an individual showroom’s business. If we cannot secure and retain showroom locations on suitable terms in prime and desired luxury shopping locations, appropriately staff our showrooms or if our investments to construct and/or renovate existing showrooms do not generate sufficient incremental sales and/or profitability or significantly disrupt sales and/or profitability during renovations, our sales and/or earnings performance could be jeopardized.

 

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Our international operations are exposed to risks associated with exchange rate fluctuations and customs, regulations, trade restrictions and political, economic and social instability specific to the countries in which we operate.

We manufacture, market and distribute our products worldwide. Sales outside the Americas accounted for 46.4% of our net sales in the year ended December 31, 2021 and we expect that our international operations could account for a larger portion of our sales in future years as we continue to pursue growth opportunities in China. The various risks inherent in doing business in the United States generally also exist when doing business outside of the United States, and may be exaggerated by the difficulty of doing business in numerous sovereign jurisdictions due to differences in culture, laws and regulations. For example, foreign regulations may limit our ability to produce and sell some of our products or repatriate profits to the United States. In addition, a foreign government may impose trade or foreign exchange restrictions or increased tariffs, which could adversely affect our operations. Our operations may also be negatively impacted by political, economic and social instability in the foreign countries in which we operate. We are also exposed to risks associated with foreign currency fluctuations. A change in the exchange rates of the U.S. dollar, the Chinese yuan, the Japanese yen, the British pound or the Euro relative to each other or other foreign currencies could have a negative impact on us. Although we sometimes engage in transactions to protect against risks associated with foreign currency fluctuations, we cannot be sure that these fluctuations will not have an adverse effect on us. Other examples of risks arising from our international operations include the following, any of which could adversely affect our business, financial condition and cash flows:

 

   

increased transportation costs or delays and other logistical problems relating to the transportation of goods shipped by ocean or air freight, including border shutdowns, trade conflicts and general trade route delays caused by events such as adverse weather events and the recent stoppage in the Suez Canal;

 

   

competition from local incumbents that may understand the local market and may operate more effectively than us;

 

   

restrictions on the transfer of funds from such countries to the United States;

 

   

imposition of currency controls;

 

   

increased labor costs and/or shortages;

 

   

changes in governmental policies and regulations, including changes to import/export regulations, tariffs, freight rates or the adoption of protectionist legislation;

 

   

differing and potentially adverse tax consequences, including resulting from the complexities of foreign corporate income tax systems, value added tax (“VAT”) regimes, tax withholding rules, and other indirect taxes, tax collection or remittance obligations, and restrictions on the repatriation of earnings;

 

   

the availability and extent of intellectual property law protections;

 

   

longer payment cycles and difficulties in managing international accounts receivables;

 

   

trade sanctions, political unrest, terrorism, war, including the Russia-Ukraine conflict, epidemics, pandemics, including COVID-19, or the threats of any of these events;

 

   

changing or unstable economic conditions or poor infrastructure;

 

   

different customer demand dynamics and difficulties and costs that arise in our efforts to adapt to local purchasing behaviors and consumer preferences;

 

   

difficulties in ensuring compliance by our employees, agents and contractors with our business practices, as well as with applicable U.S. or foreign laws, including anti-bribery laws, labor laws and laws regulating the sale and manufacture of our products; and

 

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difficulties in understanding and complying with local laws and regulations in foreign jurisdictions.

Evolving U.S. and European trade regulations and policies, including with China and other Asian countries, have in the past and may in the future have a material and adverse effect on our business, financial condition and results of operations.

Our products are sourced from a wide variety of suppliers, including from suppliers overseas, particularly in China and other Asian countries. In addition, some of the products that we purchase from vendors in the United States also depend, in whole or in part, on suppliers located outside the United States. Any supply chain disruption or increased costs due to tariffs could impact our ability to obtain adequate supplies from our vendors or our ability to produce sufficient quantities of our products to meet demand in a timely manner, which could harm our business, reputation and relationships with our customers. As a result of our overseas exposure, restrictions or tariffs imposed on products that we or our suppliers import for sale in the United States, European Union, Asia-Pacific and other regions in which we operate could adversely and directly impact our cost of sales. Similarly, we may be materially and adversely affected by retaliatory import tariffs imposed by foreign governments, including China as further described below.

Changes in U.S., German and other trade regulations and policies could have an adverse impact on trade relations between the countries where we operate and certain foreign countries, which could materially and adversely affect our relationships with our international suppliers and reduce the supply of goods available to us. Further, we cannot predict the extent to which the United States, Germany and the other countries in which we operate, will adopt changes to existing trade regulations and policies, or the extent to which certain foreign countries will adopt retaliatory trade measures in response, which creates uncertainties in planning our sourcing strategies and forecasting our margins. For instance, since the beginning of 2018, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding tariffs against foreign imports of certain goods and materials. For example, in 2018 and 2019, the United States imposed significant tariffs on various products imported from China, including certain products we source from China. In response, the Chinese government imposed retaliatory tariffs on imports of U.S. goods. Currently, the majority of Steinway pianos sold in China originate from our Hamburg, Germany factory and, as a result, we have not experienced a significant increase in the cost of importing Steinway pianos into China due to retaliatory tariffs. However, the rise in tariffs has caused us to raise prices on certain of our other products and could increase the cost of selling our products into China and result in us further increasing the prices of those products or increasing the price of Steinway pianos manufactured in the United States and sold in China in the future. Increasing sales into China is one of our key growth strategies and any increase in the cost of our products sold in China, as well as any further raise of the prices of our products, could materially and adversely affect our growth prospectus and results of operation. The United States has also stated that further tariffs may be imposed on additional products imported from China if a trade agreement is not reached. On January 15, 2020, a “phase one” trade deal was signed between the United States and China and was accompanied by a decision from the United States to cancel a plan to increase tariffs on an additional list of products from China. However, given the limited scope of the phase one agreement, concerns over the stability of bilateral trade relations remain. In addition, the 2020 U.S. presidential election and the resulting transition in the administration has resulted in additional uncertainty regarding the future of U.S. trade relations. At this time, there is no assurance that a broader trade agreement will be successfully negotiated between the United States and China to reduce or eliminate the existing tariffs.

If additional tariffs are imposed on our products, or other retaliatory trade measures are taken, our costs could further increase and we may be required to further raise our prices, which could materially and adversely affect our results.

 

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Failure of our new products to gain market acceptance, or the obsolescence of our existing products, may adversely affect our operating results.

We believe our long-term success will depend in part on our ability to continue to design and engineer products that employ a mix of traditional and cutting-edge technologies that address market needs and appeal to consumers. A portion of our net sales in any year is from new or modified products. We first introduced Steinway Spirio, a line of high-resolution self-player pianos in 2015. This was followed by the launch of Spirio | r in 2019, which enables recording, high-resolution editing and playback. Furthermore, in 2021, we launched Spiriocast, which permits customers to instantly stream live performances, synched with video and audio, from one Spirio | r piano to others across the world. Sales of our Spirio and Spirio | r pianos represented approximately 32% of our total Piano segment net sales for the year ended December 31, 2021. We also continue to introduce custom pianos, such as our bespoke and Art Case custom Steinway pianos, our limited-edition Steinway pianos, our Crown Jewel Steinway collection and our other special collections.

New products may not achieve significant market acceptance or generate sufficient sales to permit us to recover development, manufacturing and marketing costs associated with these products. Achieving market acceptance for new products may also require substantial marketing efforts and expenditures to expand consumer demand. These requirements could strain our management, financial and operational resources. Furthermore, failure of our new products to achieve market acceptance could prevent us from maintaining our existing customer base, gaining new customers or expanding our markets and could have a material adverse effect on our business, financial condition and results of operations.

Additionally, customers may require features and capabilities that our current products do not have. The introduction of new technologies and products by our competitors could make our existing products obsolete or adversely affect our business. Developing new technology and enhancements to our products may require substantial investment and we have no assurance that such investments will be successful. Moreover, we may experience difficulties with development, design or marketing that could delay or prevent our development or introduction of new products. We may also have to upgrade existing products in order for such products to benefit from new features and capabilities developed by us internally. There can be no assurance that new products or upgrades will be released according to schedule, or that when released they will not contain defects. Either of these situations could result in adverse publicity, loss of net sales or delay in market acceptance, all of which could have a material adverse effect on our reputation, business, operating results and financial condition.

We conduct a significant portion of our business in China, and we and our affiliates may be subject to negative publicity in China, which could damage our reputation and have an adverse effect on our business and results of operations.

China is currently our largest market for pianos outside of the United States and piano sales in China represented 28.7% of our Piano segment net sales for the year ended December 31, 2021. We have also sought to grow our brand resonance in the region by establishing relationships with many national conservatories and actively partnering with Chinese concert pianists. Conducting business in China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China, both nationally and regionally, is fluid and unpredictable. Our brand could be subject to adverse publicity if incidents related to our products, image, or that of our affiliates, occur or are perceived to have occurred, whether or not we or our affiliates are at fault. In particular, given the popularity of social media, including WeChat and Weibo in China, any negative publicity, regardless of its truthfulness, could quickly proliferate and harm consumer perceptions of and confidence in our company. Furthermore, our ability to successfully position our brand could be adversely affected by public perceptions of the artists or other business partners we collaborate with in China and any

 

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actions they take that attract negative publicity, whether or not such actions are related to their collaboration with us. In recent years, certain luxury brands have experienced Chinese boycotts of their products as a result of politically or racially offensive products, ads and statements made by individuals associated with the brands. Incidents such as these may have an adverse effect on our business, financial condition and results of operations.

Our marketing programs may not be successful and the marketing materials we use are regulated and could expose us to potential liability.

We incur costs and expend other resources in our marketing efforts to attract and retain customers. As part of our marketing approach, we rely on various strategies, such as partnering with popular music artists to promote our products, Google ad words, and utilizing various forms of social media advertising, including the operation of a WeChat channel aimed at consumers based in China. Our marketing activities are principally focused on customer education, increasing brand awareness and driving customer volumes. As we open new showrooms, we may undertake additional marketing campaigns to increase awareness about our products. These initiatives may not be successful, and may not adequately attract new customers, resulting in expenses incurred without the benefit of higher net sales.

Further, our ability to market our products may be restricted or limited by federal, state or foreign law, including federal and state consumer protection, advertisement and unfair competition laws that broadly regulate our marketing practices and prohibit false advertising about our products. These laws generally require any claims in advertisement to be truthful, cannot be deceptive or unfair and must be evidence-based. Any failure to comply with such laws can lead to penalties, including sanctions and fines. In addition to domestic laws regulating our marketing efforts, we are subject to regulation by foreign governments in overseas countries where we operate. For instance, in the European Union, the Consumer Rights Directive and the Unfair Commercial Practices Directive harmonized consumer rights across the EU member states. If Consumer Protection Regulators in the European Union find that we are in breach of consumer protection laws, we may be fined or required to change our terms and processes, which may result in increased operational costs. Consumers and certain Consumer Protection Associations in the European Union may also bring individual claims against us if they believe that our terms and/or business practices are not in compliance with local consumer protection laws. Currently, class actions may also be brought in certain countries in the European Union, and the Collective Redress Directive will extend the right to collective redress across the European Union.

Additionally, China’s advertising laws, rules and regulations require advertisers, advertising operators and advertising distributors to ensure that the content of the advertisements they prepare or distribute is fair and accurate and is in full compliance with applicable law. Violation of these laws, rules or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In addition, for advertising content related to specific types of products and services, advertisers, advertising operators and advertising distributors must confirm that the advertisers have obtained requisite government approvals, including the advertiser’s operating qualifications, proof of quality inspection of the advertised products, government pre-approval of the contents of the advertisement and filing with the local authorities. Pursuant to China’s advertising laws, we could be required to take steps to monitor the content of any advertisements displayed on our platforms. This could require considerable resources and time, and could significantly affect the operation of our business, while also subjecting us to increased liability under the relevant laws, rules and regulations. The costs associated with complying with such laws, rules and regulations, including any penalties or fines for our failure to so comply if required, could have a material adverse effect on our business, financial condition and results of operations. Any change in the classification of our products and other related services by China’s government may also significantly disrupt our operations and materially and adversely affect our business and prospects.

 

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Our inability to accurately forecast demand for our products and to respond to changes in consumer demand and trends with respect to particular products and product mixes could harm our business, financial condition and cash flows.

Our products typically have long production lead times, particularly our grand pianos that take at least six months to build. Additionally, we also offer exclusive, limited-edition pianos, as well as unique, fully customized models, which typically have production lead times that exceed our standard grand piano models. Accordingly, we make decisions that determine our inventory levels based on our expectations regarding demand for our products. Actual demand may differ significantly from the demand levels that we project, and is particularly uncertain with respect to new products. If we underestimate demand for a new or existing product, we will not have sufficient inventory to meet this demand, which could result in delayed shipments to customers and lost sales. On the other hand, if we overestimate demand, we will have excess inventory of finished products as well as raw materials and work-in-progress. This excess inventory could become obsolete, could result in us incurring costs to manufacture those products earlier than otherwise would have been required, or could result in us shifting production to other products for which we may not have materials in stock. Additionally, the volatile economic conditions in the Unites States, Europe, China and other countries in which we sell our products have also made, and may continue to make, accurate forecasting particularly challenging. Any failure on our part to accurately forecast demand for our products could adversely affect our business, financial condition and cash flows. Further, we operate a limited number of manufacturing facilities. As we continue to expand our business globally, there is a risk that demand for our products could exceed our production capacity. If we are unable to satisfy increased demand for our products, our product sales and operating results may be adversely affected.

Moreover, actual demand for our products is difficult to predict because consumer preferences within the markets for our various products are subject to rapid change and may shift away from our musical instruments and towards other areas based on new products and trends and for other reasons substantially beyond our control. These reasons include, among others: the popularity of genres of music that feature our musical instruments; the popularity of music in general; and new and different ways in which music is created, including, but not limited to, software-based instruments such as GarageBand. In addition, shifts of consumer preferences as to style of music may impact demand for our musical instruments and can change our musical instrument mix. For example, shifts towards electronic music, rap or music created using sampling or other digital technology, synthesizers, tablets, computers or keyboards could reduce the demand for many of our musical instrument products.

If we are not able to anticipate, identify and respond to changes in consumer preferences and trends in a timely manner, or at all, or if we fail to accurately forecast demand for our products due to those changing preferences and trends, our business, financial condition and cash flows could be harmed.

The COVID-19 pandemic has had a significant effect on our sales results, and could have a significant negative impact on our business, net sales, financial condition and results of operations.

The COVID-19 pandemic has severely restricted the level of economic activity around the world. In response to COVID-19, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes. Temporary closures of businesses, schools and music and entertainment venues have been ordered and numerous other businesses have temporarily closed voluntarily. Further, individuals’ ability to travel has been curtailed through mandated travel restrictions and may be further limited through additional voluntary or mandated closures of travel-related businesses.

 

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Our Band segment has been particularly impacted by COVID-19 due to the prolonged suspension of school music programs and delayed reopening of concert venues. In fiscal years 2021, 2020 and 2019, our Band segment’s net sales was $131.7 million, $98.4 million and $144.1 million, respectively. Due to the impact from COVID-19 on the Band segment, we also recognized a total of $13.6 million and $2.5 million of non-cash goodwill and trademark impairment charges, respectively, during fiscal year 2020. Additionally, our Piano segment was impacted by COVID-19 due to school closings, as well as the closing of music and entertainment venues. Our Piano segment net sales fell for fiscal year 2020 to $317.4 million, compared to $331.6 million for fiscal year 2019, but rebounded to $406.6 million for fiscal year 2021 as schools and entertainment venues re-opened.

Our business is particularly sensitive to reductions in discretionary consumer spending, music institution closures, and, specifically with respect to our Band segment, school closures. We cannot predict the degree to, or the time period over, which our business will be affected by COVID-19. For example, COVID-19 could continue to impede global economic activity, leading to a further decline in discretionary spending by customers, and result in additional significant effects on our business, net sales, financial condition and results of operations. There are numerous uncertainties associated with the COVID-19 pandemic, including the number of individuals who will become infected, the extent to which vaccines will be widely adopted, the extent of the protective and preventative measures that have been put in place by both governmental entities and other businesses and those that may be put in place in the future, whether the virus’s impact will be seasonal, whether there will be additional variants of the virus and numerous other uncertainties. We intend to continue to execute on our strategic plans and operational initiatives during the COVID-19 pandemic. However, the aforementioned uncertainties may result in delays or modifications to these plans and initiatives.

COVID-19 has also impacted, and may continue to impact, our office locations, and manufacturing and servicing facilities, as well as those of our third-party suppliers and vendors, including through the effects of facility closures, reductions in operating hours, staggered shifts and other social distancing efforts, labor shortages, decreased productivity and unavailability of raw materials or components. For example, we closed most of our facilities temporarily, including our Astoria, New York manufacturing facility for approximately three months in 2020, from late-March to the beginning of July. Further, all of our retail locations have been impacted by the pandemic. The majority of our U.S. retail stores were closed during the spring of 2020 and our European retail stores have been closed intermittently throughout 2020 and 2021. Even after we reopened our U.S. retail locations, we continued to require customers to make appointments in advance until the end of summer in 2021. Further, we have suspended hosting recitals and other similar events in response to the COVID-19 pandemic, which has impacted our sales promotion strategy and overall consumer traffic to our retail stores. The COVID-19 pandemic may also impact distribution and logistics providers’ ability to operate or increase their operating costs. For instance, since the start of the COVID-19 pandemic, we have experienced significant price increases for components that are essential to our products, which has increased our cost of sales. Our cost of sales has also been negatively impacted by increased freight costs. These supply chain effects may negatively affect our ability to meet consumer demand and may increase our costs of production and distribution.

In addition, the COVID-19 pandemic has exacerbated a global semiconductor shortage and made it difficult for us to obtain microchips needed for the production of our Spirio pianos. Since the inception of the pandemic, factory shutdowns and limitations due to employee illness or public health requirements have significantly slowed microchip output, while global demand for products requiring chips has increased. These challenges worsened a pre-existing semiconductor shortage and the supply of semiconductors has not yet rebounded to pre-pandemic levels, driving up demand and costs. The continued delay or disruption in the availability of semiconductors may have a material and negative impact on our Company’s operations and financial results. There is no guarantee that we will be able to obtain semiconductors from suppliers on commercially acceptable terms or at all, and the

 

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heightened cost of semiconductors may increase our production costs, which we may not be able to fully pass on to consumers. Further, in order to mitigate risks associated with semiconductor shortages, we may need to carry more inventory than normal to meet expected demand, which could negatively impact our margins.

While the COVID-19 pandemic negatively impacted numerous areas of our business operations, we have also been positively impacted by certain changes to consumer behavior caused by the pandemic. Government mandates, including restrictions on travel and shelter-in-place orders, have caused more people to spend time in the home, in turn spurring increased spending and investment in their housing environment. In 2021, these consumer spending patterns were favorable for our business, as many of our consumers tend to purchase our instruments when upsizing or upscaling their homes. We also believe consumers have placed a greater emphasis on family time and in-home leisure activities during the pandemic. Any reversal of these trends, including a shift to pre-pandemic consumer behavior or other adverse trends as a result of the recovery from the COVID-19 pandemic, could have a materially adverse impact on our piano sales and our business more generally.

For the reasons set forth above and other reasons that may come to light as the Covid-19 pandemic continues to evolve, as of the date hereof, we cannot reasonably estimate the impact of COVID-19 on our business, net sales, financial condition or results of operations; however, such impact could be significantly negative.

Any material disruption of, or a failure to successfully implement or make changes to, information systems could negatively impact our business.

We are increasingly dependent on our information systems to operate our business, including in designing, manufacturing, marketing and distributing our products, as well as processing transactions, managing inventory and accounting for our results. Additionally, we use enterprise resource planning software to manage day-to-day business activities such as accounting, procurement, project management, risk management and compliance, and supply chain operations, and any breach or prolonged disruption to our systems could adversely impact our business. Given the complexity of our global business, it is critical that we maintain the uninterrupted operation of our information systems. Despite our preventative efforts, our information systems may be vulnerable to damage, disruption or shutdown due to power outages, computer and telecommunications failures, computer viruses, systems failures, security breaches, severe weather events or natural disasters. Damage, disruption or shutdown of our information systems may require a significant investment to repair or replace them, and we could suffer interruptions in our operations in the interim.

In addition, in the ordinary course of business, we regularly evaluate and make changes and upgrades to our information systems. These system changes and upgrades can require significant capital investments and dedication of resources. For example, we are currently upgrading our lead management system, customer databases and inventory systems. While we follow a disciplined methodology when evaluating and making such changes, there can be no assurances that we will successfully implement such changes, that such changes will be implemented without delays, that such changes will occur without disruptions to our operations or that the new or upgraded systems will achieve the desired business objectives.

Any damage, disruption or shutdown of our information systems, or the failure to successfully implement new or upgraded systems, could have a direct material adverse effect on our results of operations, could undermine our ability to execute on our strategic and operational initiatives, and could also affect our reputation, our ability to compete effectively, our relationship with customers and the Steinway brand, which could result in reduced sales and profitability.

 

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We could be subject to work stoppages or other business interruptions as a result of our unionized work force.

A significant portion of our hourly employees are represented by various union locals and covered by collective bargaining agreements. We have in the past been and may in the future be involved in disputes with unions or employees represented by a union. Any union organizing activities, such as a strike or work stoppage, could also adversely affect our operations. Organized labor may benefit from new legislation or legal interpretations by the current presidential administration. Particularly, in light of current support for changes to federal and state labor laws, we may be exposed to risks of increased union organization activities in the future, which could result in material interruptions to our business. Additionally, our collective bargaining agreements contain various expiration dates and must be renegotiated upon expiration. See “Business – Human Capital.” If we are unable to negotiate any of our collective bargaining agreements on satisfactory terms prior to expiration, we could experience disruptions in our operations which could have a material adverse effect on our operating results.

Increased pension expenses, contributions and surcharges may have an adverse impact on our financial results.

We are sponsors of defined benefit retirement plans for certain employees. The funded status of these plans (the difference between the fair value of the plan assets and the projected benefit obligation) is a significant factor in determining annual pension expense and cash contributions to fund the plans.

Unfavorable investment performance, increased pension expense and cash contributions may have an adverse impact on our financial results. Under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Pension Benefit Guaranty Corporation (“PBGC”) has the authority to petition a court to terminate an underfunded pension plan in limited circumstances. In the event that our defined benefit pension plans are terminated for any reason, we could be liable for the entire amount of the underfunding, as calculated by the PBGC based on its own assumptions (which would result in a larger obligation than that based on the actuarial assumptions used to fund such plans). Under ERISA and the Code (as defined below), the liability under these defined benefit plans is joint and several with all members of our control group, such that each member of our control group is potentially liable for the defined benefit plans of each other member of the control group.

In addition, we participate in and are required pursuant to collective bargaining agreements to contribute to one material multiemployer pension plan, the United Furniture Worker’s Pension Fund A (the “UFW Plan”), for certain employees. Under the Pension Protection Act of 2006 (the “PPA”), contributions in addition to those made pursuant to a collective bargaining agreement may be required in limited circumstances.

Pension expenses for multiemployer pension plans are recognized by us as contributions are made. Generally, benefits are based on a fixed amount for each year of service. Our contributions to the UFW Plan were $1.5 million during fiscal year 2021.

On February 28, 2017, the UFW Plan trustees filed an application with the PBGC to partition the UFW Plan in accordance with Section 4233 of ERISA. This request was approved effective September 1, 2017, at which point the PBGC partitioned 56% of the UFW Plan’s in-pay participants’ liabilities and 100% of the terminated vested participants’ liabilities to a successor pension plan. On March 15, 2017, the trustees also filed an application with the U.S. Treasury to suspend benefits in accordance with Section 432(e)(9) of the Code and the application was approved effective September 1, 2017. As a result of the partition and the benefits suspension, the UFW Plan’s actuaries project that, on the basis of reasonable assumptions, the UFW Plan will not become insolvent, and will emerge from “critical status” under the PPA in or around the plan year ending February 29, 2044.

 

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The PPA zone status for both of the UFW Plan years ended February 28, 2022 and February 28, 2021 was red. The zone status is based on information we received from the plan and is certified by the plan’s actuary. Plans in the red zone are generally less than 65% funded. A rehabilitation plan was adopted by the plan’s trustees effective March 2009. The rehabilitation plan is designed to improve the plan’s funding status over time. This rehabilitation plan removed some adjustable benefits (pre-retirement lump sum death benefit, withdrawal benefit, 36-month guarantee option and subsidized early retirement for terminated vested members). Effective March 1, 2018, the Company is required to increase its total contributions to the UFW Plan by 1.5% per year (previously 5.5% under the prior rehabilitation plan).

If the hourly employees covered by this plan and our management agree to stop participating in the UFW Plan through the collective bargaining process, then our portion of the estimated unfunded vested benefit as determined by the plan’s actuary would be approximately $49.1 million as of February 28, 2022. Our withdrawal liability is based on unfunded status of the plan and our contribution history and could change based on the amount contributed to the plans, investment returns on the assets held in the plans, actions taken by trustees who manage the plans’ benefit payments, interest rates, the amount of withdrawal liability payments made to the plans, if the employers currently contributing to these plans cease participation, and requirements under the PPA, the Multiemployer Pension Reform Act of 2014 and applicable provisions of the Code. While we currently believe it is unlikely that we would choose to withdraw from this plan, should the rehabilitation effort not be successful or if other participating employers decide to leave the plan, we may elect to do so in the future.

The American Rescue Plan Act of 2021 (“ARPA”) created a new program under which the PBGC will provide grants in the form of special financial assistance (“SFA”) to multiemployer plans with solvency challenges. The UFW Plan is eligible for such relief and, on February 24, 2022, the trustees of the UFW Plan voted to apply to receive SFA. If the UFW Plan receives SFA, the withdrawal liability estimate described above could be materially affected resulting in increased potential withdrawal liability for all employers, including the Company, under the UFW Plan.

In the event we were to exit certain markets or otherwise cease contributing to these plans, we could trigger a substantial withdrawal liability. Any accrual for withdrawal liability will be recorded when a withdrawal is probable and can be reasonably estimated, in accordance with GAAP. All trades or businesses in the employer’s control group are jointly and severally liable for the employer’s withdrawal liability.

We may be subject to warranty claims and consumer protection laws that could result in significant direct or indirect costs, which could have an adverse effect on our business, financial condition, and operating results.

We generally provide a minimum limited warranty on all of our instruments. For example, our pianos generally have warranties that vary between five to ten years depending on the brand. The occurrence of any defects, real or perceived, in our products could damage our brand and make us liable for damages and warranty claims in excess of our current reserves, which could result in an adverse effect on our business prospects, liquidity, financial condition, and cash flows if returns or warranty claims were to materially exceed anticipated levels. Also, while our warranty is limited to defects in material and workmanship, warranty claims may result in litigation, the occurrence of which could have an adverse effect on our business, financial condition, and operating results.

Additionally, in recent years, China’s government, media outlets and public advocacy groups have been increasingly focused on consumer protection. China’s consumer protection laws have broad coverage and regulate all business operators, including manufacturers and retailers, and the laws

 

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outline specific measures that businesses must take in the event of defective products or services, including, among other things, recalling products and halting sales. Further, if a consumer is dissatisfied with their purchase of a durable good and makes a complaint within six months, businesses bear the burden of proving that the product is not deficient. We have incurred, and may in the future continue to incur, costs in connection with complying with these increased regulations. If we fail to fully comply with these consumer protection laws, we risk facing strict penalties and the imposition of such penalties in China or any of the other countries in which we operate could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The United Kingdom’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

Following a national referendum and enactment of legislation by the government of the United Kingdom, the United Kingdom formally withdrew from the European Union and ratified a trade and cooperation agreement governing its future relationship with the European Union. The agreement, which was applied provisionally from January 1, 2021 and entered into force on May 1, 2021, addresses trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution, among other things. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the United Kingdom and the European Union as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.

We have operations in the United Kingdom and the European Union and, as a result, we face risks associated with the potential uncertainty and disruptions that may follow Brexit and the implementation and application of the trade and cooperation agreement, including with respect to volatility in exchange rates and interest rates, disruptions to the free movement of data, goods, services, people and capital between the United Kingdom and the European Union and potential material changes to the regulatory regime applicable to our operations in the United Kingdom. The uncertainty concerning the United Kingdom’s future legal, political and economic relationship with the European Union could adversely affect political, regulatory, economic or market conditions in the European Union, the United Kingdom and worldwide and could contribute to instability in global political institutions, regulatory agencies and financial markets. These developments have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and could significantly reduce global market liquidity and limit the ability of key market participants to operate in certain financial markets.

We may also face new regulatory costs and challenges as a result of Brexit that could have a material adverse effect on our operations. For example, as of January 1, 2021, the United Kingdom lost the benefits of global trade agreements negotiated by the European Union on behalf of its members, which may result in increased trade barriers that could make doing business in areas that are subject to such global trade agreements more difficult. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which laws of the European Union to replace or replicate. There may continue to be economic uncertainty surrounding the consequences of Brexit that adversely impact customer confidence resulting in fewer customers buying our products, which could materially adversely affect our business, financial condition and results of operations.

The ongoing instability and uncertainty surrounding Brexit and the implementation and application of the trade and cooperation agreement could require us to restructure our business operations in the United Kingdom and the European Union and could have an adverse impact on our business and staff in the United Kingdom and European Union.

 

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We may be vulnerable to climate change, severe weather conditions and natural and man-made disasters, including earthquakes, fires, floods, hurricanes, tornadoes, severe storms (including impacts from rain, snow, lightning and wind), as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

We have both domestic and foreign manufacturing operations and operate 33 retail showrooms across the world, including 16 in the United States, 11 in Europe and six in APAC, that are susceptible to the risks associated with climate change as well as natural and man-made disasters. Such risks include those related to the physical impacts of climate change, such as more frequent and severe weather conditions and natural disasters, including earthquakes, fires, floods, hurricanes, tornadoes, severe storms (including impacts from rain, snow, lightning and wind) that may result in power outages or other damage or disruptions at our facilities. In addition to risks associated with climate change, our manufacturing operations and retail showrooms could be negatively affected by man-made disasters and other industrial incidents, any of which could result in system failures, power supply disruptions and other interruptions that could harm our business.

The potential physical impacts of climate change on our properties and operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. Further, climate change and climate events could also result in social, cultural and economic disruptions in these areas, including supply chain disruptions, the disruption of local infrastructure and transportation systems that could limit the ability of our employees and/or our customers to access locations, or reductions in the availability and quality of raw materials used in our products such as wood, which is sensitive to changes in environmental conditions. These events could also compound adverse economic conditions and impact consumer confidence and discretionary spending. Severe weather events and other risks associated with climate change could negatively affect our business and operations. Further, any impacts to our business and financial condition as a result of climate change are likely to occur over an undetermined period of time and are therefore difficult to quantify with any degree of specificity.

We do not currently, and may not in the future, carry business interruption insurance that would be sufficient to compensate for the losses that may result from interruptions in our operations as a result of inability to operate or failures of equipment and infrastructure at our facilities due to climate change.

Additionally, under Local Law 97 in New York City, most buildings over 25,000 square feet will be required to meet new energy efficiency and greenhouse gas emissions limits by 2024, with stricter limits coming into effect in 2030. We are currently in the process of developing a strategy to adhere to the heightened regulations under Local Law 97. However, if our plan does not meet the statutory requirements of the law, we may be subject to fines in the future. Further, the cost of implementation may exceed our expectations, which could adversely affect our business and results of operations.

We calculate certain operational metrics using internal systems and tools and do not independently verify such metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We refer to a number of operational metrics herein, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and other metrics. We calculate these metrics using internal systems and tools that are not independently verified by any third-party. These metrics may differ from estimates or similar metrics published by third-parties or other

 

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companies due to differences in sources, methodologies or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose on an ongoing basis. If the internal systems and tools we use to track these metrics undercount or over count performance or contain algorithmic or other technical errors, the data we present may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income margin and other metrics. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which would affect our long-term strategies. If our operating metrics or our estimates are not accurate representations of our business, or if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our operating and financial results could be adversely affected.

We may be unable to successfully integrate acquisitions of related companies into our business.

We have historically acquired other businesses whose operations or product lines complement our existing business. For example, in 2019 we acquired Louis Renner GmbH & Co. KG, a German piano actions supplier, to further vertically integrate our production and increase our global competitiveness. We continually explore new opportunities to enter into business combinations with other companies in order to maintain and grow our net sales and market presence.

These potential transactions with other companies create risks, such as difficulty in assimilating their personnel, customers, technology, products and operations with our personnel, customers, technology, products and operations; disruption of our ongoing business, including loss of management focus on existing businesses; and impairment of relationships with existing executives, employees, customers and business partners. In addition, we may not be able to identify suitable candidates for these transactions or obtain financing or otherwise complete these transactions on acceptable terms. Furthermore, the benefits that we anticipate from these potential transactions may not be realized and we cannot be sure that we will recover our investment in any such strategic transaction. In addition, to the extent that we are not able to identify or complete additional acquisitions or investments on satisfactory terms or at all, our ability to expand our business and lower our cost of production may be adversely affected. If we are not able to effectively manage these or any other risks relating to past or future acquisitions or investments, our business, financial condition and cash flows could be harmed.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act and if we are unable to effectively implement or maintain a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our stock price could be adversely affected.

We are in the process of evaluating our internal controls systems to allow management to report on, and our independent registered public accounting firm to audit, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and, if required, the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Pursuant to Section 404, we will be required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that require remediation. As a public

 

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company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on the effectiveness of our internal control over financial reporting, provided that our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the later of the date we are deemed to be an “accelerated filer” or a “large accelerated filer,” each as defined in the Exchange Act, or the date we are no longer an emerging growth company, as defined in the JOBS Act. We could be an emerging growth company for up to five years. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. We will be required to disclose changes made in our internal control and procedures on a quarterly basis. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business.

In connection with the audit of our consolidated financial statements for fiscal year 2020, we identified certain material weaknesses in our internal controls over financial reporting. Specifically, we did not have sufficient processes for the provisioning and governance of user access to financially significant systems that resulted in a lack of segregation of duties related to journal entries. Additionally, we did not have sufficient processes to facilitate accurate and timely financial reporting according to GAAP as related to non-cash stock-based and other compensation.

We remediated these material weaknesses during fiscal year 2021 by designing and implementing the following controls and procedures:

 

   

we implemented additional approval processes to ensure completeness and accuracy of approved and posted journal entries;

 

   

we implemented changes to our user access governance practice to ensure proper segregation of duties for the new journal entries approval process;

 

   

we implemented further IT general controls to manage access and program changes within our IT environment;

 

   

we engaged external resources to assist with remediation efforts related to non-cash stock-based and other compensation and internal control execution as well as to provide additional training to existing personnel, including the development of written policies and procedures in certain areas; and

 

   

we hired additional internal resources with appropriate knowledge and expertise to effectively operate financial reporting processes and internal controls.

We have not been required to provide a management assessment of internal controls under section 404(a) of the Sarbanes-Oxley Act. It is possible that if we had a 404(a) assessment, additional

 

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material weaknesses may have been identified. Additionally, our registered independent public accounting firm has not been engaged to perform an audit of our internal controls over financial reporting.

We cannot assure you that measures we have taken to date, and actions we may take in the future, will be sufficient to prevent or avoid potential future material weaknesses. In the future, it is possible that additional material weaknesses or significant deficiencies that we identify may not be remedied in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our Company. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, if we are required to make restatements of our financial statements, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy, completeness or reliability of our financial reports and the trading price of our common stock may be adversely affected, and we could become subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to the capital markets.

Defects in our products could harm our brands and our business.

Our products may expose us to liability from claims by consumers for damages, including bodily injury or property damage. These claims, whether meritorious or not, could harm our reputation and net sales, be costly to defend and could harm our business and results of operations. In addition, even if no bodily injury or property damage occurs from a defect, if our products do not function properly, we may be obligated to replace these products at no additional charge, which also could harm our business and results of operations. Although we maintain general product liability insurance, there can be no assurance that we will be adequately covered against claims or that we will not have to obtain additional coverage in the future, which may not be available on acceptable terms or at all.

Risks Related to Our Reliance on Third-Parties

We generate most of our sales through independent dealers and distributors.

We depend on a network of independent dealers and distributors to distribute a majority of our pianos and all of our band instruments. If our dealers are unsuccessful, they will reduce their purchases from us. This would negatively impact our sales and production rates.

In addition, we rely on our dealers to be knowledgeable about our products and their features. If we are not able to educate our dealers so that they may effectively sell our pianos and all of our band instruments, or if our dealers do not provide positive buying experiences for our consumers, demand for our products may fall and our brands and business could be harmed.

Because we rely on independent dealers for the majority of our sales, we depend on our dealers having succession and management continuity plans. If our dealers cease their operations due to a lack of such plans, we would need to find new dealers, which may not be possible on favorable terms or at all. In the alternative, we would need to use our own sales force to replace such dealers, which may require expanding our retail presence. Expanding our sales force and retail presence into new locations takes a significant amount of time and resources, and there is no assurance that we would be successful in such an expansion. Any failure on the part of our dealers or inability to secure adequate replacement representation in all of our existing markets could have an adverse effect on our operating results.

 

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Any significant disruption in our supply from key suppliers could delay production and adversely affect our sales.

We depend on a number of key suppliers with respect to our piano and band instruments. Our Essex and Boston piano lines are sourced from manufacturers in Asia. For our Band segment, certain component parts and some of our entry-level band instruments, including our entry-level trumpets, trombones, saxophones, flutes and clarinets, are also sourced from single manufacturers in Asia. We also depend on certain job shops located in the Midwestern United States for milling and sub-assembly of component parts used in our premium U.S.-manufactured instruments. For example, one job shop on which we rely makes the valve guides for our professional line of trumpets. Furthermore, due to the relatively small size of the piano industry, suppliers of machinery and equipment for manufacturing are also limited.

We are highly dependent on the availability of essential materials and purchased components from our suppliers, some of which may be available only from limited or sole resources. Moreover, we are dependent upon the ability of our suppliers to provide material that meets specifications, quality standards and delivery schedules. Our suppliers’ failure to provide expected raw materials or component parts would adversely affect production schedules and profitability.

Although we have had adequate supplies of raw materials and component parts in the past, there is no assurance that we may not experience serious interruptions in the future. Our continued supply of materials is subject to a number of risks, including: the destruction of our suppliers’ facilities or their distribution infrastructure; work stoppages or strikes by our suppliers’ employees; the failure of our suppliers to provide materials of the requisite quality and compliant with applicable regulatory requirements; the failure of essential equipment at our suppliers’ plants; the failure or shortage of supply of raw materials and labor available to our suppliers; the liquidity of our suppliers and their ability to access adequate financing to fund their operations and contractual amendments and disputes with our suppliers.

We cannot assure investors that our suppliers will continue to provide products to us at attractive prices or at all, or that we will be able to obtain such products in the future from these or other providers on the scale and within the time periods we require. Furthermore, we cannot assure investors that substitute raw materials or component parts will meet the strict specification and quality standards we impose or that are required under applicable laws and regulations. If we are not able to obtain key materials, supplies, components or sourced instruments on a timely basis and at affordable costs, or we experience significant delays or interruptions of their supply, it could have a material adverse effect on our business, financial condition and results of operations.

Our third-party manufacturers and suppliers may not continue to manufacture products that are consistent with our standards and our quality control measures may be inadequate, either of which could damage the value of our brands and harm our business, financial condition and cash flows.

We rely on our third-party manufacturers and suppliers to maintain production quality that meets our standards. Our third-party manufacturers and suppliers may not continue to manufacture products that are consistent with our standards as a result of the use of lower-quality raw materials, changes in production methods, a shortage of qualified employees or poor financial condition. Our products are transported from our third-party manufacturers and suppliers primarily by ocean freight where the product can be exposed to fluctuations in temperature and humidity. Supply chain logistics issues exacerbated by the COVID-19 pandemic may lead to increasing delays in offloading ocean freight and could cause our products to be exposed to these conditions for longer time periods. The primary material used in the production of our musical instruments is wood, which is sensitive to such changing

 

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environmental conditions. Our quality control measures largely consist of inspecting samples of products shipped to us and visiting our third-party manufacturers and suppliers. In addition, we currently outsource our restoration services to a third-party contractor with facilities in Iowa and we rely on such third-party to maintain our quality control standards during the restoration process. With respect to all of our outsourced products, we engage employees located in the country of origin to oversee quality control and production at offshore manufacturing facilities operated by third parties. Our inspection methods, however, may prove inadequate to detect defects in our products before they reach consumers.

If our third-party manufacturers and suppliers do not maintain adequate quality control measures, or if the quality control inspection measures that we employ fail to detect quality control issues, our reputation and the value of our brands could be harmed, and we could incur increased returns and warranty expense, either of which would harm our business, financial condition and cash flows.

Any delay in the delivery of our products to customers could harm our business, financial condition and cash flows.

Our ability to meet our customers’ demand in a timely manner is a critical component of our business. Any delay in the shipment of our products could result in lost sales. It is especially important that we meet our customers’ demand in a timely manner during the holiday selling season, as the fourth quarter historically has been our highest selling quarter. In many instances, delays in filling our wholesale customers’ product orders have led to an increased backlog. Events that could result in shipment delays include:

 

   

disruption at our manufacturing facilities or those of our third-party suppliers or manufacturers, as a result of a variety of factors, including, but not limited to, labor disruptions, contractual disputes, labor shortages, natural disasters, technological or mechanical failures in the machines used to manufacture our products or in our enterprise resource planning systems and warehouse management systems;

 

   

limitations on the ability of our suppliers to provide raw materials and finished goods to ensure our paced production plan volumes and product mix schedule;

 

   

delays in receiving component parts required to manufacture our products;

 

   

delays in the transportation of our products either to our warehouse facilities or to our customers; and

 

   

inaccurate forecasting of demand for our products.

Any of the events discussed above, or other events that disrupt the supply of our products to our customers, could harm our business, financial condition and cash flows.

In addition, if demand for our products outpaces our current production capacity at our manufacturing facilities or those of our third parties, we could be unable to satisfy customer orders on time, or at all. Our expansion into new and existing geographic markets increases this risk, as do disruptions in global supply chain networks. If we cannot meet increased demand for our products, our reputation with customers could be harmed.

Increased focus on corporate responsibility, including environmental, social, and governance factors, may impose additional costs and expose us to new risks.

In recent years, increasing attention has been given to corporate activities related to environmental, social and governance (“ESG”) matters. A number of investors, advocacy groups, and

 

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other stakeholders, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including increasing attention and demands for action and public disclosure related to climate change, implementation of sustainable business practices (such as recycling, waste reduction, energy efficiency and use of renewable energy), consideration of biodiversity impact, workforce diversity and inclusion, issues associated with supply chains (including involuntary labor risks and human rights of workers in the supply chain), and fair labor practices. Organizations that provide information to investors on corporate governance and related matters have developed ratings systems for evaluating companies on their approach to ESG matters and these ratings are used by some investors to inform their investment and voting decisions. If we fail to adapt to or meet internal or external expectations and standards on ESG, even if not legally obligated to do so, we may receive unfavorable ESG ratings and/or suffer from reputational damage, which could have a negative impact on our stock price and our access to and costs of capital.

In addition, the adoption of new ESG-related regulations applicable to our business, or pressure from key stakeholders to comply with additional voluntary ESG-related initiatives or frameworks, could require us to make substantial investments in ESG matters, which could impact the results of our operations. Decisions or related investments in this regard could affect consumer perceptions as to our brand. Furthermore, if our competitors’ corporate responsibility or ESG performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In the event that we publicize certain initiatives or goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors and other key stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected.

While we have undertaken a number of ESG-related initiatives, for example, we are installing energy-efficient LED lighting at our Astoria, New York factory and other company facilities in order to reduce our energy consumption, recycling wood wastes, sourcing lumber supplies from Forest Stewardship Council (“FSC”) certified suppliers, and continuing our commitment to attracting and retaining a diverse and inclusive workforce, this increased focus on ESG initiatives could affect some aspects of our operations. For example, the criteria used in assessing our products’ sustainability, or our companies’ ESG-related performance more generally, could change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we are unable to satisfy such new criteria, investors may conclude that our ESG-related policies are inadequate. We risk damage to our brand and reputation in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.

We do not control our suppliers or third-party manufacturers, or require them to comply with a formal code of conduct, and actions that they might take could harm our reputation and business, financial condition and cash flows.

We do not control our suppliers or third-party manufacturers. We generally do not inspect or audit our suppliers’ compliance with labor, environmental or other laws, regulations or practices and we do not require our suppliers or third-party manufacturers to comply with any form of code of conduct. Other consumer products companies have faced significant criticism for the actions of their suppliers or third-party manufacturers, and we could face similar problems in the future. A violation of such laws or regulations by our suppliers or third-party manufacturers, or a failure of these parties to follow generally accepted ethical business practices, could reduce demand for our products (or harm our ability to meet demand if we need to locate alternative suppliers or third-party manufacturers because of such violations or failures), create negative publicity and harm our business, financial condition and cash flows.

 

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We are subject to payment processing risks and our business is affected by the availability of third-party financing to our customers.

Our customers pay for our products using a variety of different payment methods, including credit and debit cards, certified checks, personal checks, wires, purchase orders for institutional buyers, and third-party financing arrangements. In China, we accept WeChat Pay or Alipay for certain of our pianos. We commonly offer financing arrangements in connection with the purchase of our Piano segment products and such arrangements serve as an important alternative to cash payments. Historically, a majority of our customers using financing arrangements have relied on third-party credit providers with whom we have existing relationships. If we are unable to maintain our relationships with our financing partners, there is no guarantee that we will be able to find replacement partners who will provide our customers with financing on similar terms, if any, and our ability to sell our services may be materially adversely affected. Further, reductions in consumer lending and the availability of consumer credit could limit the number of customers with the financial means to purchase our products. Higher interest rates could increase our costs or the monthly payments for our services financed through other sources of consumer financing. In the future, there is no assurance that third-party financing providers will continue to provide consumers with access to credit or that available credit limits will not be reduced. Such restrictions or reductions in the availability of consumer credit, or the loss of any of our relationships with our current financing partners, could have a material adverse effect on our business, financial condition and results of operations.

We rely on internal systems as well as those of third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. For example, we are subject to the Payment Card Industry (“PCI”) Data Security Standard, which contains compliance guidelines and standards designed to protect payment card data as mandated by payment card industry entities. We have implemented various internal processes to ensure PCI compliance, such as conducting annual audits in the U.S., and we are currently PCI compliant in the applicable jurisdictions in which we operate. Despite our ongoing compliance efforts, we may become subject to claims that we have violated the PCI Data Security Standard, which could subject us to substantial fines and penalties.

To the extent there are disruptions in our payment processing systems, increases in payment processing fees, material changes in the payment ecosystem, such as large reissuances of payment cards, delays in receiving payments from payment processors, or changes to rules or regulations concerning payment processing, our net sales, operating expenses and results of operation could be adversely impacted. We leverage our third-party payment processors to bill customers on our behalf. If these third parties become unwilling or unable to continue processing payments on our behalf, including due to their non-compliance with applicable rules or regulations concerning payment processing, we would have to find alternative methods of collecting payments, which could adversely impact customer acquisition and retention. In addition, from time to time, we encounter fraudulent use of payment methods, which could impact our results of operation and, if not adequately controlled and managed, could create negative consumer perceptions of our business. If we fail to comply with applicable rules and regulations of any provider of a payment method we accept, if the volume of payment fraud in our transactions triggers limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may be subject to fines or higher transaction fees and may lose our ability to accept certain payment card transactions. If services of our payment providers are interrupted, harmed or such payment providers or our internal payment processing systems are subject to fraud or cyber security attacks, this may result in the data protection of our customers being compromised and the access, public disclosure, loss or theft of their personal information, as well as an inability to process their payments.

 

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Risks Related to Our Intellectual Property

We depend upon third-party licenses for the use of content in our Spirio library of music and videos. An adverse change to, loss of, or claim that we do not hold necessary licenses may have an adverse effect on our business, operating results, and financial condition.

Approximately 32% of our total Piano segment net sales for the year ended December 31, 2021 were attributable to sales of our Spirio and Spirio | r pianos, giving our customers access to a library of music and videos, accessible on their personal devices, which can be enjoyed via their high-resolution player piano. To secure the rights required to use music and/or videos in our content, we rely upon a combination of content that is in the public domain and licenses from rights holders such as music publishers, performing rights organizations, collecting societies, artists, and other copyright owners or their agents. Such license agreements may require us to pay royalties and license fees to such parties or their agents around the world.

The process of obtaining licenses involves identifying and negotiating with many rights holders, some of whom are unknown or difficult to identify, and implicates a myriad of complex and evolving legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed. At times, while we may hold the necessary license for certain music in the United States, it may be difficult to obtain the necessary license for the same music from the applicable rights holders outside of the United States. Rights holders also may attempt to take advantage of their market power to seek onerous financial terms from us. Our relationship with certain rights holders may deteriorate. Artists and/or artist representatives may object and may exert public or private pressure on rights holders to discontinue or to modify license terms. Additionally, there is a risk that aspiring rights holders, their agents, or legislative or regulatory bodies will create or attempt to create new rights that could require us to enter into new license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify. As a result, we may enter into a license for our Spirio library of music and videos from a content owner who may later be found not to legally have the right to grant us a license to distribute the music and videos on our platform. Lastly, if we fail to obtain necessary rights to comply with any of the obligations under our license agreements, we may be required to pay damages and the counterparty may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from using certain music and/or videos in the Spirio library, or inhibit our ability to commercialize future products. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition and results of operations.

With respect to musical compositions, in addition to obtaining publishing rights, we may need to obtain separate public performance rights for certain features of our product suite. In the United States, public performance rights are typically obtained through intermediaries known as performing rights organizations (“PROs”), which (a) issue blanket licenses with copyright users for the public performance of compositions in their repertory, (b) collect royalties under those licenses, and (c) distribute such royalties to copyright owners. Licenses provided by ASCAP and BMI currently are governed by consent decrees, which were issued by the U.S. Department of Justice in an effort to curb anti-competitive conduct. Removal of, or changes to, the terms or interpretation of our agreements could affect our ability to obtain licenses from these PROs on current and/or otherwise favorable terms, which could harm our business, operating results, and financial condition.

In other parts of the world, including in Canada and Europe, we may also require licenses for musical compositions either through local collecting societies representing publishers, or from publishers or other rights holders directly, or a combination thereof. No assurance can be given that any licenses with collecting societies and our direct licenses with publishers or other rights holders provide full coverage for all of the musical compositions we use in our service in the countries in which we operate, or that we may enter in the future. Publishers, songwriters, and other rights holders who

 

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choose not to be represented by major or independent publishing companies or collecting societies could adversely impact our ability to secure licensing arrangements in connection with musical compositions that such rights holders own or control, and could increase the risk of liability for copyright infringement.

License agreements securing the right to use and distribute music and videos are complex, and certain provisions in those agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights, or increase what we believe to be our financial or other obligations under the relevant agreement. If it is determined in an applicable tribunal or court of competent jurisdiction that we are in breach of any such agreement, we could be liable for damages, and the license might be subject to termination, which may mean that we would need to cease use of the applicable music and/or videos.

Furthermore, although we seek to comply with all applicable statutory, regulatory, and judicial frameworks, due to a multitude of factors beyond our control, including the disparities in how music rights are licensed and administered across such statutory, regulatory and judicial frameworks, the variable interests that rights holders may possess in the music used on our platform and the number of rights holders whose interests may be implicated, no assurance can be given that we currently hold, or will always hold, every necessary right to use all of the music that is offered in our Spirio library.

These challenges, and others concerning the licensing of music on our platform, may subject us to liability for copyright infringement, breach of contract, or other claims.

If we cannot successfully protect our intellectual property and proprietary information, our business would suffer.

Our success depends, to a significant degree, on our ability to obtain, maintain, protect, defend and enforce our intellectual property and other proprietary rights. We particularly rely on our trademarks for our brand recognition and protection, and rely on trade dress, patents and other intellectual property rights to protect and maintain the distinctiveness of our products and their sound quality and style. Because of the differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

We have registered many of our brand names as trademarks in the United States and in certain foreign countries. While we intend to continue to apply for trademark registrations where we believe it would be beneficial, we cannot assure you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks. We also license third parties to use our trademarks. In an effort to preserve our trademark rights, we enter into license agreements with these third parties which govern the use of our trademarks, and which require our licensees to abide by quality control standards with respect to the goods and services that they provide under our trademarks. Although we make efforts to police the use of our trademarks by our licensees, we cannot assure you that these efforts will be sufficient to ensure that our licensees abide by the terms of their licenses. In the event that our licensees fail to do so, our trademark rights could be diminished, and our reputation could be harmed.

 

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We have also applied for patent protection in the United States and certain other countries relating to certain existing and proposed products and processes. We cannot assure you that any of our patent applications will be approved or that our products, such as the Steinway piano and Spirio technology, will not infringe third-party patents or other proprietary rights. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Many patent applications in the U.S. are maintained in secrecy for a period of time after they are filed, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we will be the first creator of inventions covered by any patent application we make or the first to file patent applications on such inventions. Further, we cannot assure you that competitors will not infringe our patents, or that we will have adequate resources to enforce our patents.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets, know-how and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. Further, these agreements may not prevent our competitors from independently developing technologies and products that are substantially equivalent or superior to ours. These agreements may be breached, and we may not have adequate remedies for any such breach. Additionally, enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive, and time-consuming, and the outcome is often unpredictable. Moreover, trade secrets and know-how can be difficult to protect and some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets.

In addition, while it is our policy to require our employees, consultants, advisors and collaborators and other third parties who may be involved in the conception or development of intellectual property on our behalf to execute agreements containing language assigning such intellectual property to us, we may be unsuccessful in getting such agreements executed with every party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties or defend claims that they may bring against us to determine the ownership of what we regard as our intellectual property. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

If third parties infringe upon our intellectual property rights, our operating profits could be adversely affected.

The steps we have taken to protect our intellectual property may not be adequate to prevent infringement of our intellectual property. We have processes in place to regularly identify potential and actual infringement on our intellectual property rights. These activities often involve unlicensed use of our trademarks or trade dress on a variety of products that we believe could harm our image. From time to time, we have discovered unauthorized products in the marketplace that are counterfeit reproductions of our products. Although we expend efforts to pursue counterfeiters, it is not practicable to pursue all counterfeiters. If we are unsuccessful in challenging a third-party’s products on the basis of trademark infringement or if we are unable to dedicate sufficient resources to detecting and pursuing counterfeit products or otherwise do not aggressively pursue producers or sellers of counterfeit products, continued sales of these products could harm the value of our brands, our competitive position and our business, financial condition and cash flows.

 

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Enforcing our intellectual property rights, including through litigation, can be expensive and time-consuming, and there is no assurance that we will be successful. If our efforts to enforce our intellectual property are inadequate, or if a third-party misappropriates our rights, the value of our brands could be harmed and our product sales could be adversely affected, which would adversely affect our business, financial condition and cash flows.

We may be subject to intellectual property infringement claims, which are costly to defend and could limit our ability to use certain intellectual property in the future.

From time to time, third parties claim that one or more of our products or the music and/or videos in our content infringe or otherwise violate their intellectual property and proprietary rights. Our competitors in both the United States and foreign countries, some of which may have substantially greater resources, may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make and sell our products. We also from time to time face claims that we infringe people’s copyright through our Spirio library of music and videos, photos on our website, or marketing materials. Any claims of infringement by a third party, even those without merit, could be expensive and time consuming to defend, could divert management’s attention and resources, could cause us to cease making, licensing, and selling the accused products, could require us to redesign, reengineer, or rebrand our content, products or packaging, if feasible, and could require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property. Any royalty or licensing agreements, if required, may not be available on acceptable terms or at all. Furthermore, a successful claim of infringement against us of third-party intellectual property infringement could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products. Any of these events could harm our business, financial condition and cash flows.

Our proprietary software may not operate properly, which could damage our reputation or divert application of our resources from other purposes, any of which could harm our business, results of operations and financial condition.

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. Our proprietary software, including our Spirio technology, encounters technical obstacles from time to time, and it is possible that we may discover additional problems that prevent its proprietary applications from operating properly. This could damage our reputation and impair our ability to attract or maintain customers. Any defects and errors in our proprietary software, and any failure by us to identify and address them, could result in loss of net sales or market share, diversion of development resources, harm to our reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential customers from purchasing its products from us. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to the Financial Position of Our Business

Our indebtedness could materially adversely affect our financial condition and our ability to operate our business, react to changes in the economy or industry or pay our debts and meet our obligations under our debt and could divert our cash flow from operations to debt payments.

As of December 31, 2021, we had $19.5 million of indebtedness outstanding under our ABL Facility, with $42.5 million available under our ABL Facility, net of letters of credit and borrowing restrictions. Additionally, we have multiple foreign credit facilities. As of December 31, 2021, our

 

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German subsidiary had $19.3 million outstanding under the German Term Loan Facility and had $11.4 million outstanding under the German ABL Facility, with $21.7 million available under the German ABL Facility, net of letters of credit. As of December 31, 2021, our Japanese subsidiary had $0.7 million outstanding under the Japanese Term Loan Facility and $0.1 million outstanding under the Japanese Revolving Credit Facility, with $5.1 million available under the Japanese Revolving Credit Facility, net of letters of credit. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.” In addition, subject to restrictions in the agreements governing our Credit Facilities, we may incur additional debt.

Our debt could have important consequences to you, including the following:    

 

   

it may be difficult for us to satisfy our obligations under our outstanding debt, resulting in possible defaults on and acceleration of such indebtedness;

 

   

our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired;

 

   

a portion of cash flow from operations may be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other purposes;

 

   

we may be more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry may be more limited;

 

   

our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our level of debt; and

 

   

our ability to borrow additional funds or to refinance debt may be limited.

Furthermore, a majority of our debt under our Credit Facilities bears interest at variable rates. If these rates were to increase significantly, whether because of an increase in market interest rates or a decrease in our creditworthiness, our ability to borrow additional funds may be reduced and the risks related to our debt would intensify.

For the years ended December 31, 2021 and 2020, our interest and minimum mandatory principal re-payments were $12.5 million and $17.0 million, respectively. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

Our business may not generate sufficient cash flow from operating activities to service our debt obligations. Our ability to make payments on and to refinance our debt and to fund planned capital expenditures depends on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors, such as those described in this “Risk Factors” section, that are beyond our control.

If we are unable to generate sufficient cash flow from operations to service our debt and meet our other commitments, we may need to refinance all or a portion of our debt, sell material assets or operations, delay capital expenditures or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives.

 

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Restrictive covenants in the agreements governing our Credit Facilities and future indebtedness that we may incur may restrict our ability to pursue our business strategies, and failure to comply with any of these restrictions could result in acceleration of our debt.

The operating and financial restrictions and covenants in one or more of the agreements governing our Credit Facilities and future indebtedness that we may incur may materially adversely affect our ability to finance future operations or capital needs or to engage in other business activities. Such agreements limit our ability, among other things, to:

 

   

incur liens;

 

   

incur or assume additional indebtedness and guarantee indebtedness or amend our debt and other material agreements;

 

   

prepay, redeem or repurchase indebtedness;

 

   

increase applicable interest rate margins;

 

   

declare or make dividends on or make distributions and redeem, repurchase or retire equity interests or make other restricted payments;

 

   

make certain acquisitions, investments, loans, guarantees and advances;

 

   

transfer or sell certain assets;

 

   

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

 

   

redeem, repay, repurchase or refinance other indebtedness;

 

   

enter into agreements restricting the ability to pay dividends or grant liens securing obligations under the credit agreements;

 

   

enter into certain transactions with our affiliates;

 

   

amend or modify governing documents or other debt agreements; and

 

   

alter the business conducted by us and our restricted subsidiaries.

A breach of any of these covenants could result in a default under one or more of our Credit Facilities. Upon the occurrence of an event of default under our Credit Facilities, the lenders could elect to declare all amounts outstanding under our Credit Facilities to be immediately due and payable and terminate any commitments to extend further credit, or we may be required to sell our assets, restructure our indebtedness or seek additional equity capital, which would dilute our stockholders’ interests. In addition, a default or acceleration under our Credit Facilities may result in the acceleration of our other outstanding indebtedness to which a cross-acceleration or cross-default provision applies. We may not have or be able to obtain sufficient funds to make any accelerated payments in the event of an acceleration of our debt upon a default. Any covenant breach or event of default could harm our credit rating and our ability to access credit markets and obtain additional financing on acceptable terms.

Furthermore, the terms of any future indebtedness we may incur could have further additional restrictive covenants. We may not be able to maintain compliance with these covenants in the future, and in the event that we are not able to maintain compliance, we cannot assure you that we will be able to obtain waivers from the lenders or amend the covenants.

We may be adversely impacted by the potential discontinuation of the London Interbank Offered Rate (“LIBOR”).

Interest rates under certain of our Credit Facilities and related swap agreements are based partly on LIBOR, which is the basic rate of interest used in lending between banks on the London interbank

 

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market and is widely used as a reference for setting the interest rate on loans globally. The financial authority that regulates LIBOR has announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR, only certain LIBOR tenors may continue beyond 2021 and the most widely used LIBOR tenors may continue until mid-2023. It is unclear if LIBOR will cease to exist, whether reforms to LIBOR may be enacted, precisely how any alternative reference rates would be calculated and published or whether alternative reference rates will gain market acceptance as a replacement for LIBOR. The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or if SOFR, or another alternative reference rate, attains market traction as a LIBOR replacement. If the method for calculation of LIBOR changes, if LIBOR is no longer available, or if lenders have increased costs due to changes in LIBOR, we may suffer from potential increases in interest rates on our borrowings. As of December 31, 2021 we had repaid in full the borrowings outstanding under our First Lien Term Loan Facility and cancelled such facility. Further, we are currently in the process of amending our ABL Facility, our only other credit facility with LIBOR exposure, to replace LIBOR with SOFR. However, there is no guarantee that we will be able to successfully amend our ABL Facility or amend or replace our swap agreements before LIBOR is discontinued.

We and our subsidiaries may incur substantially more debt. This could further exacerbate the risks associated with our leverage.

We and our subsidiaries may be able to incur substantial additional debt in the future. Although the agreements governing our Credit Facilities contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and the debt incurred in compliance with these restrictions could be substantial. Additionally, we may successfully obtain waivers of these restrictions. If we incur additional debt above the levels currently in effect, the risks associated with our leverage, including those described above, would increase.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends, if any, is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The ability of our subsidiaries to generate sufficient cash flow from operations to allow us and them to make scheduled payments on our debt obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control.

We experience inherent concentration of credit risk in our accounts receivable.

Historically, a large portion of our sales have been generated by our top 15 customers who represented approximately 20% of our net sales for each of the years ended December 31, 2021 and 2020. As a result, we experience some inherent concentration of credit risk in our accounts receivable due to its composition and the relative proportion of large customer receivables to the total. This is especially true for our Band segment, which typically accounts for the majority of our consolidated accounts receivable balance. We consider the credit health and solvency of our customers when extending credit and when we develop our receivable allowance estimates. If our customers fail to pay a significant portion of outstanding receivable balances, or if we are unable to collect outstanding receivables on a timely basis, it would have a negative impact on our results of operations.

 

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Consolidation of our customers in the future or additional concentration of market share among our customers may also increase the concentration of our credit risk.

Shifts in our product mix may result in declines in our gross margins and profit levels.

Our gross margins vary among our product groups and as a result, shifts in product mix (that is, how much of each product type we sell in any particular period) could impact our profitability. For our Piano segment, the product, regional and channel mix of our sales from year to year is a significant factor affecting our gross margins. Generally, Steinway pianos sold in APAC are sold at a higher margin than Steinway pianos sold in the Americas or Europe, Spirio pianos are sold at a higher margin than comparable non-Spirio pianos, and larger and therefore more expensive models are sold at a higher margin than our smaller and therefore less expensive pianos. Our piano profitability is also impacted by the sales contribution from our retail showroom locations. We generate a significantly higher gross margin from our retail sales as compared to sales through our third-party dealer network. Because the majority of our gross profit is realized from the sale of our high-end grand pianos, economic downturns that impact the luxury goods market have had, and in the future may continue to have, an adverse effect on our sales and gross profits.

For our Band segment, professional instruments and procured student instruments, many of which are manufactured in Asia, are generally sold at a higher margin than domestically produced student instruments. The introduction of new band instruments, decreases in average selling prices, and shifts in the proportion of student-level instruments to professional-level instruments may cause variances in our gross margins.

If global economic conditions changed and the demand for our products shifted away from Steinway pianos, including those with Spirio technology, toward our Boston and Essex lines, or if demand for our products shifted away from APAC to other regions, and/or sales through our retail outlets slowed in proportion to sales through our dealers, our gross margin on our pianos could decline. Similarly, if we were forced to produce more of our Band segment products domestically, our gross margin on our Band segment instruments could also significantly decline and have an adverse impact on our results of operations.

As an international company, we are subject to taxation in the United States and various other foreign jurisdictions in which we do business.

Some of the foreign jurisdictions in which we operate, including Germany, Japan and China, have higher statutory tax rates than those in the United States, and certain of our international earnings are also taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income and absorption of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in applicable tax laws or their interpretation and application, including the possibility of retroactive effect. In addition, we are subject to examination of our income tax returns by the U.S. Internal Revenue Service and other tax authorities.

As we expand our e-commerce channel, we may face increased exposure to tax liability. State and local taxing authorities in the United States have identified e-commerce platforms as a means to calculate, collect and remit indirect taxes for transactions taking place over the Internet. Multiple U.S. states have enacted related legislation and other states are now considering such legislation. Furthermore, in 2018, the U.S. Supreme Court held in South Dakota v. Wayfair that a U.S. state may require an online retailer to collect sales taxes imposed by the state in which the buyer is located, even if the retailer has no physical presence in that state, thus permitting a wider enforcement of such sales tax collection requirements. Outside of the United States, the application of VAT or other indirect taxes on e-commerce providers continues to evolve. An increasing number of jurisdictions are legislating or

 

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have adopted laws that impose new taxes, including revenue-based taxes that target online commerce and the remote selling of goods. These laws include new obligations to collect sales, consumption, value added, or other taxes on remote sellers, or other requirements that may result in liability for third-party obligations. Our business could be adversely affected by additional taxes that focus on e-commerce revenue. Additionally, existing and new tax laws and legislation in our current or future markets could require us to incur substantial costs in order to comply, including costs associated with legal advice, tax calculation, collection, remittance and audit requirements, which could make selling in such markets less attractive and could adversely affect our business. Further, these laws can be applied prospectively or retroactively. Noncompliance with new laws may result in fines or penalties. It is possible we may not have sufficient notice to create and adopt processes to properly comply with new reporting or collection obligations by the effective date of any new laws or regulations.

We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our income tax reserves and expense. Should actual events or results differ from our current expectations, charges or credits to our income tax expense reserves and income tax expense may become necessary. Any such adjustments could have a significant impact on our results of operations.

Risks Related to Regulation

Our operations may subject us to liabilities for environmental or other regulatory matters, the costs of which could be material.

Our manufacturing operations involve the use, handling, storage, treatment and disposal of materials and waste products that may be toxic or hazardous. Consequently, we are subject to numerous federal, state and local environmental laws and regulations, specifically those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup and remediation of properties contaminated by hazardous substances. Many environmental laws impose strict, retroactive, joint and several liability broadly upon owners and operators of properties, including with respect to discharges or releases of hazardous materials matters that occurred prior to the time the party became an owner or operator. In addition, we may have liability with respect to third-party sites to which we sent wastes for disposal in the past. Our potential liability at any of these sites is affected by many factors including, but not limited to, the method of remediation, our portion of the hazardous substances at the site relative to that of other responsible parties, the number of responsible parties, the financial capabilities of other parties, the availability of insurance coverage and other contractual rights and obligations.

We have obligations and liabilities with respect to the remediation of current and former properties and third-party waste disposal sites. We have accrued liabilities for sites where the liability is known or probable and can be estimated. Furthermore, we may be required to fund additional remedial programs in connection with other current, former or future facilities for which we do not currently maintain an accrual.

Future events, such as the discovery of additional contamination or other information concerning past releases of hazardous substances at our manufacturing sites (or at sites to which we sent wastes for disposal), changes in existing environmental laws or their interpretation, or more rigorous efforts by regulatory authorities, may require additional expenditures by us to modify operations, install pollution control equipment, clean contaminated sites or curtail our operations. These expenditures could have a material negative impact on our operations.

In addition to risks relating to traditional environmental law and regulations, we also face increasing complexity in the design and manufacture of our products as we adjust to new and future

 

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requirements relating to the materials composition of many of our products, including worker safety laws. For example, our products are subject to certain reporting and labeling requirements under California’s Proposition 65, officially known as the Safe Drinking Water and Toxic Enforcement Act of 1986 (“Prop 65”), which requires a specific warning on any product that contains a substance listed by the State of California as having been found to cause cancer or birth defects, unless the level of such substance in the product is below a safe harbor level. We have in the past been subject to lawsuits brought under Prop 65 and required to pay settlements in connection therewith. If we fail to comply with Prop 65 or other similar laws in the future, such failure to comply may result in lawsuits and regulatory enforcement that could have a material adverse effect on our reputation, business, financial condition, results of operations and prospects. Further, the inclusion of warnings on our products as required by Prop 65 could also negatively affect consumer perception of our products and reduce overall demand, which could adversely affect our reputation, business, financial condition, results of operations and prospects.

We have incurred costs to comply with environmental, health, safety, product compliance and other regulations in the past and expect to incur additional costs in the future. Compliance with these regulations by us and by our suppliers could also disrupt our operations and logistics. For example, the sale of electronic goods, both domestically and internationally, is subject to various regulations and permitting requirements. Complying with regulations concerning electronic goods has had, and will likely continue to have, an impact on our ability to launch and sell our Spirio products worldwide. We need to ensure that we design and manufacture our products in compliance with these requirements and that we are assured a supply of compliant components from our suppliers. These and other environmental, health and safety regulations may require us to redesign our products to utilize new components that are compatible with these regulations and/or obtain mandated permits to sell our products in the jurisdictions in which we operate, which may result in additional costs to us or cause us to eliminate the products from our portfolio.

As regulations of our products and operations increase with our international footprint, so does the risk of our unintentional violation of applicable laws and regulations that we may be subject to globally. Violations of such laws and regulations could subject us to substantial fines and penalties.

In addition, we could be affected by future laws or regulations imposed in response to climate change concerns. Because it is uncertain what laws will be enacted, we cannot predict whether or not these laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to the enforcement of regulations and laws relating to the importation and use of certain raw materials, which could adversely affect our ability to use certain raw materials and harm our business, financial condition and cash flows.

We are subject to a variety of customs and import laws and regulations that, if not properly followed, could delay or impact our importation of raw materials, which could harm our business, financial condition and cash flows. Although we believe our sourcing and importation practices are in compliance with the Lacey Act, Title 16, United States Code, Section 3371, et seq., and other applicable regulations, such as 50 CFR Part 23 related to the implementation of the Convention on International Trade in Endangered Species of Wild Fauna and Flora, the U.S. Department of Justice, or other applicable regulators could take a different view, which could restrict or prevent our use of specific types of woods from specific countries/regions of the world, and/or subject us to additional fines and other penalties. Other raw materials used in our business may be subject to restrictions under other environmental laws and regulations, including Title VI of the Toxic Substances Control Act that established formaldehyde emission standards, along with product testing and labeling obligations, for certain types of composite wood products. While we have implemented policies and procedures

 

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designed to ensure compliance with such laws and regulations, any inability to obtain compliant materials or any failure by us to comply with the applicable requirements could result in an adverse impact on our business, including potential negative impacts on our ability to manufacture products or imposition of fines or penalties if we have not complied.

In the case of certain raw materials that we use in our products, including certain types of woods, we may also be subject to pressure from environmental groups, media attention or consumer preference to use alternative materials. These alternative materials could reduce the quality of our products or could be more expensive. In addition, negative publicity regarding environmental matters also could harm our brands.

We may also be subject to the enforcement of other new or existing regulations and laws relating to the sourcing, transportation, distribution and use of raw materials and components, including wood, electrical components and adhesives, which could impact our ability to use certain raw materials or components.

Any of these risks may harm our business, financial condition and cash flows.

Failure to comply with global anti-corruption laws, including the FCPA, and other laws such as sanctions and export controls associated with our activities outside of the United States could subject us to penalties and other adverse consequences.

We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the U.S. Foreign Corrupt Practices Act of 1977 (as amended) (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, and other anti-bribery and anti-money laundering laws in countries in which we conduct activities. These laws generally prohibit companies and their employees, officers and directors, as well as any third-party acting on their behalf from corruptly promising, authorizing, offering, or providing, directly or indirectly, improper payments or anything of value to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls.

We implement certain anti-corruption compliance programs and policies, procedures and training designed to promote compliance with anti-corruption laws. However, we cannot provide assurance that our internal controls and compliance systems will always protect us from liability for acts committed by employees, agents or our employees, officers and directors, or any third parties acting on our behalf (including distributors), or any businesses that we subsequently acquire, business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and other related laws. Any such improper actions or allegations of such acts could subject us to costly investigations and/or significant sanctions, including civil or criminal fines and penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as related stockholder lawsuits and other remedial measures, all of which could adversely affect our reputation, business, financial condition and results of operations.

We face significant risks if we or any of our directors, officers, employees, agents or other partners or representatives fail to comply with these laws and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.

 

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Further, we are subject to rules and regulations of the United States and other countries, as applicable, relating to export controls and economic sanctions, including, but not limited to, trade sanctions administered by the Office of Foreign Assets Control within the U.S. Department of the Treasury, as well as the Export Administration Regulations administered by the U.S. Department of Commerce. These regulations limit our ability to market, sell, distribute or otherwise transfer our products or technology to prohibited countries or persons. While we have taken steps to comply with these rules and regulations, a determination that we have failed to comply, whether knowingly or inadvertently, may result in substantial penalties, including fines, enforcement actions, civil and/or criminal sanctions, the disgorgement of profits, and may materially adversely affect our business, results of operations and financial condition. Moreover, in the future, additional U.S., EU and UK trade and economic sanctions or regulations, enacted due to geopolitical events or otherwise, and any counter-sanctions enacted by sanctioned counties, could restrict our ability to operate or generate or collect revenue in certain sanctioned countries, such as Russia, which could adversely affect our business. In particular, in relation to Russia, which accounted for approximately $3.4 million, or less than 1.0%, of our net sales in the year ended December 31, 2021, recent sanctions have impacted our operations in this and the wider Commonwealth of Independent States region.

Any violation of the FCPA, other applicable anti-corruption laws, anti-money laundering laws, or laws related to export controls and economic sanctions could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating results and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

New and existing data privacy laws and/or a significant data security breach of our information systems could increase our operational costs, subject us to claims and otherwise adversely affect our business.

The protection of customer, employee and company information is important to us, and our customers and employees expect that their personal data will be adequately protected. In addition, the regulatory environment surrounding information security and data privacy is becoming increasingly demanding, with evolving requirements in respect of personal data use and processing, including significant penalties for non-compliance, in the various jurisdictions in which we do business. For example, we are subject to the E.U. General Data Protection Regulation 2016/679 (“GDPR”) that came into force in 2018 and the United Kingdom data protection regime consisting primarily of the UK General Data Protection Regulation (“UK GDPR”) and the UK Data Protection Act 2018, as well as the California Consumer Privacy Act (“CCPA”) that came into force in 2020. The enactment of these and other similar data privacy laws and regulations has caused, and will continue to cause, us to incur additional compliance costs related thereto.

For example, in the European Union and United Kingdom we are subject to rules with respect to cross-border transfers of personal data out of the European Union and the United Kingdom, respectively. Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the European Union and the United Kingdom to the United States and other countries outside the European Union. Most recently, on July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-US Privacy Shield Framework (“Privacy Shield”) under which personal data could be transferred from the European Union to US entities who had self-certified under the Privacy Shield scheme and the decision cast uncertainly on when transfers could be made under the standard contractual clauses.

These recent developments mean we have to review and may need to change the legal mechanisms by which we transfer data outside of the European Union and United Kingdom, including

 

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to the United States. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where our intra-company data transfer agreement cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.

We are also subject to evolving European Union and United Kingdom privacy laws on cookies and e-marketing. In the European Union and the United Kingdom, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive are highly likely to be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. While the text of the ePrivacy Regulation is still under development, a recent European court decision, regulators’ recent guidance and a campaign by a not-for-profit organization are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities.

We are also subject to federal and state laws in the United States that impose limits on or requirements regarding the collection, distribution, use, security and storage of personal data of individuals. The Federal Trade Commission (“FTC”) Act (the “FTC Act”) grants the FTC authority to enforce against unfair or deceptive practices, which the FTC has interpreted to require companies’ practices with respect to personal data to comply with the commitments posted in their privacy policies. With respect to the use of personal information for direct marketing purposes, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, establishes specific requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to source or content, and obligates, among other things, the sender of commercial emails to provide recipients with the ability to opt out of receiving future commercial emails from the sender. In addition, the protection and privacy of children’s data has come under increasing scrutiny by regulatory bodies in the U.S. and abroad. The Children’s Online Privacy Protection Act (“COPPA”) applies to operators of commercial websites and online services directed to U.S. children under the age of 13 that collect personal information from children, and to operators of general audience websites and services with actual knowledge that they are collecting personal information from U.S. children under the age of 13. Our failure to comply with these laws could result in us being subject to governmental enforcement actions, data processing restrictions, litigation, fines and penalties, adverse publicity, reputational damage, or loss of customers.

Many states have also enacted or are considering additional data privacy and security laws and regulations that govern the processing of personal data and other information. For instance, the CCPA contains, among other things, new disclosure obligations for businesses that collect personal data from California residents and affords those individuals numerous rights relating to their personal data. It provides for civil penalties for CCPA violations, in addition to providing a private right of action for data breaches. All U.S. states have adopted laws requiring the timely notification to individuals and regulators if a company exercises the unauthorized access or use of personal data. The CCPA has changed the manner in which we process personal data and resulted in increased litigation or regulatory oversight risks and costs of compliance. The California Privacy Rights Act (“CPRA”) was passed in November 2020 and will take effect in January 2023 (with respect to information collected from and after January 2022), which will significantly modify the CCPA, including by creating a new state agency that will be vested with authority to implement and enforce the CCPA and CPRA. Moreover, other jurisdictions in which we do business, including Colorado, Nevada and Virginia, have and may continue to adopt privacy-related laws whose restrictions and requirements differ from those

 

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of California, which could require us to design, implement and maintain different types of state-based, privacy-related compliance controls and programs simultaneously in multiple states, thereby further increasing the complexity and cost of compliance. These costs, including others relating to increased regulatory oversight and compliance, could materially and adversely affect our business.

In addition to the GDPR and UK GDPR and US data privacy laws, virtually every international jurisdiction in which we operate has established its own legal framework relating to privacy, data protection, and information security matters to which we may also be subject. For example, we are also subject to laws in China. Under China’s Cybersecurity Law, any collection, use, transfer and storage of personal information of a Chinese citizen through a network by the network operator should be based on the three principles of legitimacy, justification and necessity and requires the consent of the data subject. The rules, purposes, methods and ranges of such collection should also be disclosed to the data subject. China’s data localization requirements are becoming increasingly common in sector-specific regulations, and laws including data localization requirements exist in many of the other jurisdictions in which we operate. For example, China’s Cybersecurity Law requires operators of critical information infrastructure (“CIIOs”) to store personal information and important data collected and generated from the critical information infrastructure within China. Building on this, China’s Data Security Law (“Data Security Law”) became effective on September 1, 2021. The primary purpose of the Data Security Law is to regulate data activities, safeguard data security, promote data development and usage, protect individuals and entities’ legitimate rights and interests, and safeguard state sovereignty, state security and development interests. The Data Security Law applies extraterritorially, and to a broad range of activities that involve “data” (not only personal or sensitive data). Under the Data Security Law, entities and individuals carrying out data activities must abide by various data security obligations. For example, the Data Security Law proposes to classify and protect data based on the importance of data to the state’s economic development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. The appropriate level of protective measures is required to be taken for each respective class of data. The Data Security Law also echoes the data localization requirement in the Cybersecurity Law and requires important data to be stored locally in China. Such important data may only be transferred outside of China subject to compliance with certain data transfer restrictions, such as passing a security assessment organized by the relevant authorities. Additionally, on August 20, 2021, China announced the Personal Information Protection Law (“PIPL”), which took effect on November 1, 2021. The PIPL is intended to clarify the scope of application, the definitions of personal information and sensitive personal information, the legality of personal information processing and the basic requirements of notice and consent, among other things. The PIPL also sets out data localization requirements for CIIOs and personal information processors who process personal information above a certain threshold prescribed by the relevant authorities. The PIPL also includes a list of rules which must be complied with prior to the transfer of personal information outside of China, such as compliance with a security assessment or certification by an agency designated by the relevant authorities or entering into standard form model contracts approved by the relevant authorities with the overseas recipient. Notably, the PIPL, similar to the GDPR, applies extraterritorially. Failure to comply with PIPL can result in fines of up to RMB 50 million or 5% of the prior year’s total annual revenue. In addition, the government agencies of China promulgated several regulations or released a number of draft regulations for public comments which are designed to provide further implemental guidance in accordance with the laws mentioned above. We cannot predict what impact the new laws and regulations or the increased costs of compliance, if any, will have on our operations in China. The overarching complexity of privacy and data protection laws and regulations around the world pose a compliance challenge that could manifest in costs, damages, or liability in other forms as a result of failure to implement proper programmatic controls, failure to adhere to those controls, or the malicious or inadvertent breach of applicable privacy and data protection requirements by us, our employees, our business partners, or our customers.

 

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A significant violation of applicable privacy laws or the occurrence of a cybersecurity incident resulting in breach of personal data or company information could result in the temporary suspension of some or all of our operating and/or information systems, damage our reputation, our relationships with customers, suppliers, vendors and service providers and the Steinway brand and could result in lost data, lost sales, investigations by regulators, sizable fines (for example, non-compliance with the GDPR or UK GDPR, specifically, may result in administrative fines or monetary penalties, each regime having the ability to fine up to the greater of 20 million/£17 million or 4% of global turnover, and noncompliance with China’s Cybersecurity Law can result in fines of up to RMB 100,000), increased insurance premiums, substantial breach-notification and other remediation costs and lawsuits, as well as adversely affect results of operations. In addition, we may face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm. We may also incur additional costs in the future related to the implementation of additional security measures to protect against new or enhanced data security and privacy threats, to comply with state, federal and international laws that may be enacted to address personal data processing risks and data security threats or to investigate or address potential or actual data security or privacy breaches. As of the date of this prospectus, we do not currently maintain cybersecurity insurance and therefore have no insurance coverage in the event of any breach or disruption of our or our vendors’ information systems, including any unauthorized access or loss of any personal data that we collect, store or otherwise process. Although we are in the process of building up the infrastructure necessary to be eligible for cybersecurity insurance, there is no assurance of when or if we will be able to obtain cybersecurity insurance on terms satisfactory to us, if at all. To the extent we are unable to obtain cybersecurity insurance and experience any disruption or security breach that results in a loss of, or damage to, our data or information systems, or inappropriate disclosure of confidential or proprietary information, we could incur liability, our competitive position could be harmed and our business operations and financial results could be adversely affected.

Risks Related to This Offering and Ownership of Our Class A Common Stock

There has been no prior market for our Class A common stock. An active market may not develop or be sustainable, and investors may be unable to resell their shares at or above the initial public offering price.

There has been no public market for our Class A common stock prior to this offering. The initial public offering price for our Class A common stock will be determined through negotiations between the representatives of the underwriters and the selling stockholders and may vary from the market price of our Class A common stock following the completion of this offering. An active or liquid market in our Class A common stock may not develop upon completion of this offering or, if it does develop, it may not be sustainable. In the absence of an active trading market for our Class A common stock, you may not be able to resell those shares at or above the initial public offering price or at all. We cannot predict the prices at which our Class A common stock will trade.

Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares in this offering.

The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

   

actual or anticipated fluctuations in our financial conditions and results of operations;

 

   

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

 

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failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

 

   

announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments;

 

   

changes in stock market valuations and operating performance of other luxury good or musical instrument companies generally, or those in our industry in particular;

 

   

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

 

   

changes in our board of directors or management;

 

   

action by institutional stockholders or other large stockholders (including John Paulson and certain affiliated entities), including future sales of our Class A common stock;

 

   

lawsuits threatened or filed against us;

 

   

anticipated or actual changes in laws, regulations or government policies applicable to our business;

 

   

changes in our capital structure, such as future issuances of debt or equity securities;

 

   

short sales, hedging and other derivative transactions involving our capital stock;

 

   

general economic conditions in the United States;

 

   

other events or factors, including those resulting from war, pandemics (including COVID-19), incidents of terrorism or responses to these events; and

 

   

the other factors described in the sections of this prospectus titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelated or disproportionate to their results of operations. Market fluctuations could result in extreme volatility in the price of shares of our Class A common stock, which could cause a decline in the value of your investment. Price volatility may be greater if the public float and trading volume of shares of our Class A common stock is low. Furthermore, in the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition and results of operations.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, in 2017, FTSE Russell and S&P Dow Jones announced restrictions on including companies with dual class or multi-class share structures in certain of their indexes. FTSE Russell announced plans to require new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders, whereas S&P Dow Jones announced changes to its eligibility criteria for the inclusion of shares of public companies on certain indices, including the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares of common stock from being added to these indices. Other index providers may in the future restrict or omit companies with unequal voting structures from their indices. As a result, our dual class capital structure

 

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would make us ineligible for inclusion in any of these indices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

The dual class structure of our common stock and the existing ownership of Class B common stock by John Paulson and certain affiliated entities have the effect of concentrating voting control with John Paulson and certain affiliated entities for the foreseeable future, which will limit or preclude your ability to influence corporate matters.

Our Class A common stock, which is the stock being offered in this offering, has one vote per share, and our Class B common stock has ten votes per share. Given the greater number of votes per share attributed to our Class B common stock, John Paulson and certain affiliated entities, who are our only Class B stockholders, will hold approximately                % of the total combined voting power of our outstanding common stock following the completion of this offering. As a result of our dual class ownership structure, John Paulson and certain affiliated entities will be able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors, mergers or acquisitions, asset sales and other significant corporate transactions. Further, John Paulson and certain affiliated entities will own shares representing approximately                % of the economic interest of our outstanding common stock following this offering and, together with our other executive officers, directors and their affiliates, will own shares representing approximately                % of the economic interest and                % of total combined voting power of our outstanding common stock following this offering. Because of the 10-to-1 voting ratio between the Class B common stock and Class A common stock, the holders of Class B common stock collectively will continue to control a majority of the total combined voting power of our outstanding common stock and therefore be able to control most matters submitted to our stockholders for approval, so long as the outstanding shares of Class B common stock represent at least                 % of the total number of outstanding shares of common stock. This concentrated control will limit your ability to influence corporate matters for the foreseeable future.

In addition, we will agree to nominate to our board of directors individuals designated by John Paulson and certain affiliated entities in accordance with our Stockholders Agreement. Pursuant to the Stockholders Agreement, so long as John Paulson and certain affiliated entities own, in the aggregate, (i) at least 35% of the total outstanding shares of our common stock owned by them immediately following the consummation of this offering (including the sale of any shares pursuant to the underwriters’ option to purchase additional shares), they will be entitled to nominate four directors, (ii) less than 35% but at least 25% of the total outstanding shares of our common stock owned by them immediately following the consummation of this offering (including the sale of any shares pursuant to the underwriters’ option to purchase additional shares), they will be entitled to nominate three directors, (iii) less than 25%, but at least 15% of the total outstanding shares of our common stock owned by them immediately following the consummation of this offering (including the sale of any shares pursuant to the underwriters’ option to purchase additional shares), they will be entitled to nominate two directors, (iv) less than 15%, but at least 5% of the total outstanding shares of our common stock owned by them immediately following the consummation of this offering (including the sale of any shares pursuant to the underwriters’ option to purchase additional shares), they will be entitled to nominate one director and (v) less than 5% of the total outstanding shares of our common stock owned by them immediately following the consummation of this offering (including the sale of any shares

 

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pursuant to the underwriters’ option to purchase additional shares), they will not be entitled to nominate a director. See “Certain Relationships and Related Party Transactions—Relationship with John Paulson and Certain Affiliated Entities Following this Offering—Stockholders Agreement.” The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our Company and ultimately might affect the market price of our Class A common stock.

Further, our amended and restated certificate of incorporation, which will be in effect prior to the closing of this offering, will provide that the doctrine of “corporate opportunity” will not apply with respect to John Paulson and certain affiliated entities or their respective affiliates (other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also our employee or an employee of our subsidiaries), or any director or stockholder who is not employed by us or our subsidiaries. See “—Our amended and restated certificate of incorporation will provide that the doctrine of ‘corporate opportunity’ will not apply with respect to certain parties to our Stockholders Agreement and any director or stockholder who is not employed by us or our subsidiaries.”

Substantial future sales by John Paulson and certain affiliated entities or other holders of our common stock, or the perception that such sales may occur, could depress the price of our Class A common stock.

Immediately following the completion of this offering, John Paulson and certain affiliated entities will collectively own            % of our outstanding shares of common stock (or            % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). Subject to the restrictions described in the paragraph below, future sales of these shares in the public market will be subject to the volume and other restrictions of Rule 144 under the Securities Act, for so long as such parties are deemed to be our affiliates, unless the shares to be sold are registered with the Securities and Exchange Commission (the “SEC”). John Paulson and certain affiliated entities and Mr. Steiner are entitled to rights with respect to the registration of their shares following this offering. For a description of these registration rights, see the section titled “Description of Capital Stock—Registration Rights.” We are unable to predict with certainty whether or when John Paulson and certain affiliated entities will sell a substantial number of shares of our Class A common stock. The sale by John Paulson and certain affiliated entities of a substantial number of shares after this offering, or a perception that such sales could occur, could significantly reduce the market price of our Class A common stock. Upon completion of this offering, except as otherwise described herein, all shares of our Class A common stock that are being offered hereby will be freely tradable without restriction, assuming they are not held by our affiliates.

We, the selling stockholders, and all directors, officers and the holders of substantially all of our outstanding common stock and stock options have agreed that, without the prior written consent of the representatives on behalf of the underwriters and subject to certain exceptions, we and they will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (the “restricted period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, (ii) file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock. Any of our directors, officers and other Lock-Up Parties buying shares of Class A common stock through the Reserved Share Program will be subject to the same restrictions during the restricted period.

 

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Immediately following this offering, we intend to file a registration statement on Form S-8 registering under the Securities Act the shares of our Class A common stock reserved for issuance under our 2022 Plan and ESPP. If equity securities granted under our 2022 Plan and ESPP are sold or it is perceived that they will be sold in the public market, the trading price of our Class A common stock could decline substantially. These sales also could impede our ability to raise future capital.

We will be a “controlled company” under the corporate governance rules of the NYSE and, as a result, will qualify for exemptions from certain corporate governance requirements. If in the future we choose to rely on certain of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, John Paulson and certain affiliated entities will own approximately            % of the combined voting power of our Class A and Class B common stock (or             % if the underwriters exercise their option to purchase additional shares of Class A common stock in full) and will be party to a Stockholders Agreement described in “Certain Relationships and Related Party Transactions—Stockholders Agreement.” As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the rules of the NYSE. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

   

the requirement that a majority of its board of directors consist of independent directors;

 

   

the requirement that its director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is comprised entirely of independent directors and that it adopt a written charter or board resolution addressing the nominations process; and

 

   

the requirement that it have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Following this offering, we do not intend to rely on these exemptions. However, as long as we remain a “controlled company,” we may elect in the future to take advantage of any of these exemptions. As a result of any such election, our board of directors would not have a majority of independent directors, our compensation committee would not consist entirely of independent directors and our directors would not be nominated or selected by independent directors. Accordingly, if in the future we choose to rely on any of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the rules of the NYSE.

If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or publish negative views on us or our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

 

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We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosures; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.

In addition, while we are an “emerging growth company,” we will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.

We may remain an “emerging growth company” until as late as December 31, 2027, the fiscal year-end following the fifth anniversary of the completion of this initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.07 billion in annual revenue in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period. The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our Class A common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may decline or become more volatile.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas such as “say on pay” and proxy access. Emerging growth companies are permitted to implement many of these requirements over a longer period and up to five years from the pricing of this offering. We intend to take advantage of this legislation for as long as we are permitted to do so. Once we become required to implement these requirements, we will incur

 

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additional compliance-related expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to continue to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our solutions or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

In addition, public company reporting and disclosure obligations may cause our business and financial condition to become more visible. We believe that this increased profile and visibility may result in threatened or actual litigation from time to time. If such claims are successful, our business, operating results and financial condition may be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them and the diversion of management resources, could adversely affect our business, operating results and financial condition.

Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of our Class A common stock.

If, in the future, we decide to issue debt or equity securities that rank senior to our Class A common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Class A common stock and may result in dilution to owners of our Class A common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our Class A common stock will bear the risk of our future offerings reducing the market price of our Class A common stock and diluting the value of their stock holdings in us.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.

Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make the acquisition of our company more difficult, including the following:

 

   

at any time when the holders of our Class B common stock no longer beneficially own, in the aggregate, at least the majority of the voting power of our outstanding capital stock,

 

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amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our amended and restated bylaws by our stockholders will generally require the approval of at least 66 2/3% of the voting power of our outstanding capital stock;

 

   

our dual class common stock structure, which provides John Paulson and certain affiliated entities with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock;

 

   

our staggered board;

 

   

at any time when the holders of our Class B common stock no longer beneficially own, in the aggregate, at least the majority of the voting power of our outstanding capital stock, our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

 

   

our amended and restated certificate of incorporation will not provide for cumulative voting;

 

   

vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders, subject to the rights granted pursuant to the Stockholders Agreement;

 

   

a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer or a majority of our board of directors, except that, at any time when the holders of our Class B common stock beneficially own, in the aggregate, at least the majority of the voting power of our outstanding capital stock, the secretary may call a special meeting at the request of the holders of at least a majority of the voting power of the then outstanding shares of our capital stock;

 

   

restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable;

 

   

our amended and restated certificate of incorporation will authorize undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

 

   

advance notice procedures apply for stockholders (other than John Paulson and certain affiliated entities, who have certain additional rights pursuant to the Stockholders Agreement) to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

In addition, we have opted out of Section 203 of the Delaware General Corporation Law, but our amended and restated certificate of incorporation will provide that engaging in any of a broad range of business combinations with any “interested stockholder” (generally defined to be any entity or person who, together with that entity’s or person’s affiliates and associates, owns or within the previous three years owned, 15% or more of our outstanding voting stock) for a period of three years following the date on which the stockholder became an “interested stockholder” is prohibited, provided, however, that, under our amended and restated certificate of incorporation, John Paulson and certain affiliated entities and any of their respective affiliates will not be deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and accordingly will not be subject to such restrictions.

These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.

 

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Our amended and restated certificate of incorporation will provide that the doctrine of “corporate opportunity” will not apply with respect to certain parties to our Stockholders Agreement and any director or stockholder who is not employed by us or our subsidiaries.

The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restated certificate of incorporation, which will be in effect prior to the closing of this offering, will provide that the doctrine of “corporate opportunity” will not apply with respect to John Paulson and certain affiliated entities or their affiliates (other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also our employee or an employee of our subsidiaries), or any director or stockholder who is not employed by us or our subsidiaries, in each case unless the transaction or opportunity was presented to such person solely in his or her capacity as a director of the Company. John Paulson and certain affiliated entities and any director or stockholder who is not employed by us or our subsidiaries will, therefore, have no duty to communicate or present certain corporate opportunities to us, and will have the right to either hold such corporate opportunity for their (and their affiliates’) own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our subsidiaries. As a result, certain of our stockholders, directors and their respective affiliates will not be prohibited from operating or investing in competing businesses. We, therefore, may find ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business, operating results and financial condition.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide that, unless we otherwise consent in writing, (A) (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the Delaware General Corporation Law confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. The choice of forum provision may limit a

 

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stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

General Risk Factors

Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us.

Accounting rules and interpretations for certain aspects of our operations are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements. Furthermore, changes in accounting rules and interpretations or in our accounting assumptions and/or judgments could significantly impact our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Litigation and the outcomes of such litigation could negatively impact our future financial condition and results of operations.

In the ordinary course of our business, we are, from time to time, subject to various litigation and legal proceedings and could face litigation relating to compliance with environmental laws and regulations, product liability and contractual disputes with dealers and business partners, among others. As a public company, we may be subject to proceedings across a variety of matters, including matters involving stockholder class actions, tax audits, unclaimed property audits and related matters, environmental, employment and others. The outcome of litigation and other legal proceedings and the magnitude of potential losses therefrom, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Significant legal proceedings, if decided adversely to us or settled by us, may require changes to our business operations that negatively impact our operating results or involve significant liability awards that impact our financial condition. The cost to defend litigation may be significant. As a result, legal proceedings may adversely affect our business, financial condition, results of operations or liquidity.

We may change our dividend policy at any time.

Although following this offering we initially expect to pay quarterly dividends at a rate initially equal to $         per share per annum on our common stock to holders of our common stock, we have no obligation to pay any dividend, and our dividend policy may change at any time without notice. The declaration and amount of any future dividends is subject to the discretion of our board of directors in determining whether dividends are in the best interest of our stockholders based on our financial performance and other factors and are in compliance with all laws and agreements applicable to the declaration and payment of cash dividends by us. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our Credit Facilities and may be further restricted by the terms of any future debt or preferred securities. See “Dividend Policy.” Future dividends may

 

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also be affected by factors that our board of directors deems relevant, including our potential future capital requirements for investments, legal risks, changes in federal and state income tax laws or corporate laws and contractual restrictions such as financial or operating covenants in our debt arrangements. As a result, there can be no assurance that we will not need to reduce or eliminate the payment of dividends on our common stock in the future, and any return on investment in our common stock.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical facts, including statements regarding our business strategy, plans, market growth and our objectives for future operations, are forward-looking statements. The words “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “forecast,” “predict,” “potential” or “continue” or the negative of these terms and other similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

 

   

our ability to maintain the distinctive appeal of the Steinway brand;

 

   

the ability of our acoustic products to successfully compete within the luxury goods and broader music industry;

 

   

our continued and uninterrupted operations at a limited number of facilities;

 

   

our estimates of market opportunity and forecasts of market growth, including in China, and the expected growth rates of these markets and our ability to grow within and further penetrate our primary markets, as well as our ability to penetrate new markets;

 

   

our expectations regarding macroeconomic conditions and consumer preferences for luxury goods;

 

   

our ability to continue to obtain the raw materials and components parts needed to manufacture our musical instruments;

 

   

our ability to successfully compete with existing and new competitors in our markets;

 

   

our ability to successfully attract and retain senior management, skilled craftspeople and sales personnel to develop and sell our products;

 

   

our ability to operate our primary manufacturing facilities in Astoria, New York and Hamburg, Germany and our expectations regarding the costs to operate those locations;

 

   

our ability to develop and maintain relationships with new and existing artists who play and promote our instruments;

 

   

our ability to adequately prevent security breaches and/or material disruptions of our internal computer systems;

 

   

our ability to expand our showroom footprint and/or secure direct retail outlets and build and maintain our brands;

 

   

our future financial performance, including our expectations regarding our net sales, cost of sales, operating expenses, including capital expenditures, fluctuations in foreign currency exchange rates or changes in our effective tax rates and our ability to maintain future profitability;

 

   

our expectations regarding evolving U.S. and European trade regulations and policies and our ability to comply with new regulations that are applicable to our business and products;

 

   

our ability to successfully develop and gain market acceptance for new products;

 

   

our expectations regarding the success of our marketing programs and marketing materials;

 

   

our ability to accurately forecast demand for our products and consumer trends;

 

   

our ability to attract new customers;

 

   

our ability to develop and protect our brand;

 

   

our relationship with our unionized work force and our ability to enter into collective bargaining agreements on favorable terms in the future;

 

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our expectations regarding warranty claims and our ability to comply with evolving consumer protection laws;

 

   

our ability to successfully identify acquisition targets, acquire businesses and integrate acquired operations into our business;

 

   

our ability to implement, maintain and improve effective internal controls;

 

   

the ability of our third-party suppliers and manufacturers to meet our supply needs and quality standards on a timely basis or at all;

 

   

our ability to obtain third-party licenses for the use of content in our Spirio library of music and videos;

 

   

our ability to maintain, protect and enhance our intellectual property;

 

   

our expectations regarding the effects of existing and developing laws and regulations;

 

   

our ability to comply with regulations applicable to our business and our products;

 

   

our expectations regarding geopolitical and economic risks in the international markets in which we operate;

 

   

our ability to successfully execute our business strategy; and

 

   

the increased expenses associated with being a public company.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or revised expectations, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

 

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USE OF PROCEEDS

We will not receive any proceeds from the sale of Class A common stock by the selling stockholders in this offering (including any proceeds from the sale of shares of Class A common stock that the selling stockholders may sell pursuant to the underwriters’ option to purchase additional Class A common stock). The selling stockholders will receive all of the net proceeds from the sale of shares of our Class A common stock in this offering. However, we will bear the costs associated with the sale of shares of Class A common stock by the selling stockholders, other than underwriting discounts and commissions.

 

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DIVIDEND POLICY

As a public company we anticipate paying a quarterly dividend at a rate initially equal to $                per share per annum on our common stock to holders of our common stock. Based on                  shares of our common stock outstanding immediately following this offering, we estimate that the cash outlay on our dividend will be approximately $                 million per annum. We had $43.7 million of cash and cash equivalents as of December 31, 2021 and $122.5 million of net cash provided by operating activities for the year then ended. Additionally, we had $31.0 million outstanding under our revolving credit facilities in the United States, Germany and Japan with an additional available balance of $69.3 million as of December 31, 2021 under all facilities. Based on our cash and cash equivalents on hand and historical net cash provided by operating activities, we believe that we have sufficient liquidity to be able to pay our intended dividend. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, the operations and performance of our subsidiaries, business prospects and other factors our board of directors deems relevant, and may be subject to statutory, regulatory and contractual limitations, including those contained in agreements governing the indebtedness of our subsidiaries.

We are a holding company and do not currently conduct significant business operations of our own. As such, our ability to pay dividends is highly dependent on cash distributions and other transfers received from our subsidiaries, including SMI, whose ability to make any payments to us will depend upon many factors, including their operating results and cash flows. Our current Credit Facilities also impose restrictions on our subsidiaries’ ability to pay dividends or make other distributions to us. In addition to these restrictions, our ability to pay cash dividends on our capital stock in the future may also be limited by the terms of any preferred securities we may issue or agreements governing any additional indebtedness we or our subsidiaries may incur. Delaware law may also impose requirements that may restrict our ability to pay dividends to holders of our common stock. See “Risk Factors—Risks Related to the Financial Position of Our Business—We are a holding company with no operations of our own, and we depend on our subsidiaries for cash,” “Risk Factors—General Risk Factors—We may change our dividend policy at any time” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Based on the status of the factors listed above, the anticipated size of our intended quarterly dividend, the current relationships with our operating subsidiaries and the status of our various operating and debt agreements, we believe that we have sufficient liquidity and authorization to be able to pay our intended dividend. See Note 9 to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt” appearing elsewhere in this prospectus, for descriptions of restrictions on our ability to pay dividends.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2021 on:

 

   

an actual basis; and

 

   

a pro forma basis to give effect to (i) the Distribution, (ii) the filing and effectiveness of our amended and restated certificate of incorporation, (iii) the Class B Reclassification, and (iv) the Stock Split.

The selling stockholders are selling all of the shares of Class A common stock in this offering. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders, including any proceeds from the sale of shares of Class A common stock that such selling stockholders may sell pursuant to the underwriters’ option to purchase additional Class A common stock.

You should read this information in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus.

 

     As of December 31, 2021  
     Actual     Pro Forma  
     (in thousands, except share
and per share data)
 

Cash and cash equivalents

   $ 43,718     $                    
  

 

 

   

 

 

 

Long-term debt:

    

ABL Facility(1)

     19,500    

German Term Loan Facility

     19,264    

German ABL Facility(2)

     11,373    

Japanese Term Loan Facility

     665    

Japanese Revolving Credit Facility(3)

     131    

Total debt

     50,933    
  

 

 

   

 

 

 

Stockholders’ equity:

    

Preferred stock, par value $0.01 per share; 1,000 shares authorized, no shares issued and outstanding, actual; and          shares authorized, no shares issued and outstanding, pro forma

            

Common stock, par value $0.01 per share; 1,000 shares authorized, 1,000 shares issued and outstanding, actual; and zero shares authorized, issued and outstanding, pro forma

     1,000        

Class A common stock, par value $0.0001 per share; zero shares authorized, issued and outstanding, actual; and          shares authorized,          shares issued and outstanding, pro forma

        

Class B common stock, par value $0.0001 per share; zero shares authorized, issued and outstanding, actual; and          shares authorized,          shares issued and outstanding, pro forma

        

Additional paid-in capital

     233,170    

Retained earnings

     170,027    

Accumulated other comprehensive loss

     (32,801  

Total stockholders’ equity

     370,396    
  

 

 

   

 

 

 

Total capitalization

   $ 421,329     $    
  

 

 

   

 

 

 

 

(1)

As of December 31, 2021, we had $42.5 million of available borrowing capacity under our ABL Facility.

(2)

As of December 31, 2021, we had $21.7 million of available borrowing capacity under our German ABL Facility.

(3)

As of December 31, 2021, we had $5.1 million of available borrowing capacity under our Japanese Revolving Credit Facility.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section titled “Summary Historical Consolidated Financial Data” and our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Special Note Regarding Forward Looking Statements” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward looking statements contained in the following discussion and analysis.

Overview

Steinway is a leading manufacturer of what we believe are the world’s finest musical instruments and our flagship piano brand, Steinway, is among the world’s foremost luxury brands. We are focused on manufacturing, designing and selling the world’s most recognized ultra-premium pianos. Since our founding in 1853, our innovative designs, attention to detail and exacting quality have established Steinway as a symbol of manufacturing excellence, innovation and timelessness. We operate in two reporting segments: Piano (Steinway & Sons) and Band (Conn-Selmer). Our Piano segment primarily includes sales of pianos offered under the Steinway brand as well as under our mid-range Boston and Essex brands. In addition, under our Band segment, we manufacture a portfolio of band, orchestral and percussion instruments which are distributed through our Conn-Selmer family of brands, most of which have leading market shares in their respective musical instrument categories.

From fiscal years 2016 to 2021, we grew our net sales from $385.7 million to $538.4 million, representing a CAGR of 6.9%. Over this same period, our Piano segment net sales grew from $244.8 million to $406.6 million, equivalent to a CAGR of 10.7%. Our Piano segment net sales benefited considerably from our Steinway piano sales, which grew at an approximately 12.6% CAGR from $154.3 million to $279.6 million between fiscal years 2016 and 2021. Within our Piano segment, sales of our higher margin Spirio pianos grew at an approximately 31.9% CAGR from $32.9 million to $131.2 million between fiscal years 2016 and 2021. Piano segment net sales has also been supported by the growth of sales from retail operations, which grew at an approximately 16.1% CAGR from $75.9 million to $160.4 million between fiscal years 2016 and 2021. Furthermore, sales from the APAC region, our key growth market, grew at an approximately 16.1% CAGR from $71.2 million to $149.9 million between fiscal years 2016 and 2021.

In fiscal year 2021, we had total net sales of $538.4 million, of which our Piano and Band segments contributed $406.6 million and $131.7 million, respectively. We had net income of $59.3 million in fiscal year 2021 and Adjusted EBITDA of $117.5 million, of which our Piano and Band segments contributed $106.8 million and $10.7 million, respectively.

In fiscal year 2020, we had total net sales of $415.9 million, of which our Piano and Band segments contributed $317.4 million and $98.4 million, respectively. We had net income of $51.8 million in fiscal year 2020 and Adjusted EBITDA of $77.0 million, of which our Piano and Band segments contributed $72.1 million and $4.9 million, respectively.

The strength of our Steinway brand and the quality of our instruments are key strategic assets which we believe position our company for continuing success. As we continue to leverage our Steinway brand and fortify our business with technological advances, higher priced offerings and strategic geographic and retail expansion, we have ample pathways to support future growth. We are

 

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proud of our track record of growth, consistent profitability and high cash flow generation and we will continue to enhance our operations, innovate within our industry and bolster the strength of our brands to preserve and enhance our financial profile.

Our business celebrates a 169-year history of innovation and a commitment to providing the global musical community with what we believe are the world’s finest pianos and musical instruments. We were founded in 1853, when German immigrant Henry Engelhard Steinway developed the first Steinway piano in a Manhattan loft on Varick Street. Over the next thirty years, Henry and his sons honed the exacting hand-crafted process that brings a Steinway piano to market, which they passed down from generation to generation and which still forms the basis of our Steinway pianos today. In 1857, our company was granted its first patent and by 1880, we invented the iconic curved shape of the grand piano that defines our Steinway pianos. In 1873 we opened our manufacturing facility in Astoria, New York, followed by our factory in Hamburg, Germany in 1880, where our Steinway pianos continue to be manufactured to this day. We have grown our business beyond its founding in the United States, opening our first APAC flagship store in 2017 in Beijing. As we have expanded our international reach, we have also continued to push the boundaries of what makes a high-quality piano, launching the Steinway Spirio in 2015, followed by the Spirio | r in 2019 and also the Spiriocast software feature for our Spirio | r models in 2021.

Our Business Model

How We Generate Net Sales

Our net sales consist of sales of products through our Piano and Band segments. In fiscal years 2021 and 2020, we generated 75.5% and 76.3%, respectively, of our net sales through our Piano segment, and our Band segment contributed the remaining 24.5% and 23.7%, respectively. We are a global business and the demand for our products spans many continents. In fiscal year 2021, sales in the Americas region contributed 53.6% of our net sales, followed by 28.5% in the APAC region and 17.9% in the EMEA region. In fiscal year 2020, sales in the Americas region contributed 51.7% of our net sales, followed by 27.8% in the APAC region and 20.5% in the EMEA region.

Piano. Sales of our pianos are influenced by general economic conditions, demographic trends and general interest in music and the arts. The operating results of our Piano segment are primarily affected by Steinway piano sales, which comprised approximately 68.8% and 66.5% of Piano segment net sales for fiscal years 2021 and 2020, respectively. Steinway pianos are a high-performance and professionally-endorsed offering, meticulously crafted through an intensive process lasting at least six months. As such, we produce a limited volume of Steinways and sell them at a high price point. Given the high individual net sales contribution of each Steinway, our total piano net sales are significantly influenced by small absolute changes in the unit volume of our Steinway pianos compared to similar changes in the unit volume of pianos sold under our mid-market Boston and Essex brands. In fiscal years 2021 and 2020, sales of Boston and Essex brands together represented 77.7% and 79.7%, respectively, of total new piano units sold and approximately 18.9% and 20.3%, respectively, of total Piano segment net sales.

The price premium between our Steinway pianos and our Boston and Essex pianos means that the composition of our sales mix materially impacts the net sales that we generate each year. We monitor the percentage change in the unit volume of our products and the percentage change in our average selling price for each of our products across our sales channels in a given year. Our average selling price is a function of both product level pricing and the composition of our sales mix.

The introduction of our Steinway Spirio pianos, which are priced above the traditional Steinway, has become an increasingly important factor in increasing our average selling price. In 2015, we

 

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introduced the Steinway Spirio, the world’s premier high-resolution player piano, which has grown to represent approximately 32% and 33% of our total Piano segment net sales for each of fiscal year 2021 and 2020, respectively. We have since introduced the Spirio | r, which enables recording and high-resolution editing in addition to playback capabilities, and the Spiriocast software feature for Spirio | r models, which permits customers to instantly stream live performances, synched with video and audio, from one Spirio | r piano to others across the world. In addition, improvements in our manufacturing capabilities have allowed us to produce higher proportions of special and custom pianos, which can be sold at higher margins than our Steinway and Steinway Spirio pianos and further drive growth in average selling price.

Our pianos are sold through 33 company-owned retail showrooms, strategically located across the world. We have established company-owned retail showrooms coast-to-coast in the United States and in various international locations that have bolstered our retail sales. In addition to our company-owned retail showrooms, we also distribute our pianos through a global, expansive network of approximately 180 third-party dealers. Additionally, we have created a Steinway team of Educational Sales Managers that travel and sell direct to institutions in territories not represented by a retail store or a dealer.

In fiscal year 2021, 40.1% of our Piano segment net sales were in the Americas region, 36.9% were in the APAC region and 23.0% were in the EMEA region. In fiscal year 2020, 37.6% of our Piano segment net sales were in the Americas region, 36.1% were in the APAC region and 26.3% were in the EMEA region.

Band. Through our Conn-Selmer family of brands, we offer a portfolio of individual music accessories and brass, percussion, woodwind and string instrument brands that have leading market shares in each of their musical instrument categories. In fiscal years 2021 and 2020, Brass instruments contributed approximately 40.4% and 42.4%, respectively, to our Band segment net sales; Percussion instruments contributed approximately 19.7% and 20.5%, respectively; Woodwind instruments contributed approximately 21.2% and 19.9%, respectively; Music Accessories and Others contributed approximately 16.9% and 15.8%, respectively, and String Instruments contributed approximately 1.7% and 1.4%, respectively.

Our band instrument sales are influenced by trends in school enrollment, school budgeting and the prevalence and popularity of extracurricular music education. Over 50% and 45% of Conn-Selmer net sales in fiscal years 2021 and 2020, respectively, were generated through our preferred dealer network to schools and families who participate in beginning music education programs. Of the remaining sales, many are used by students in marching bands, concert bands, orchestras and other school-related performances. Due to the suspension of in-person schooling and extra-curricular activities for a significant part of fiscal year 2020 due to COVID-19, our Band segment net sales decreased significantly in fiscal year 2020 from historical levels, but recovered significantly in fiscal year 2021 as schools and concert halls re-opened.

Our Band segment is primarily a domestic business. For fiscal years 2021 and 2020, 95.5% and 97.0%, respectively, of our Band segment net sales were generated in the United States, 2.0% and 1.7%, respectively, were generated in EMEA and 2.5% and 1.3%, respectively, were generated in APAC.

Gross Profit and Gross Margin

Our operating results are impacted by our ability to convert net sales into higher gross profit, which we monitor using the metric gross margin. Gross margin measures gross profit as a percentage of net sales. We define gross profit as net sales less cost of sales. Our cost of sales is largely variable, enabling us to align costs to production levels and to maintain consistent gross margins.

 

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In fiscal year 2021, we generated $224.6 million of gross profit, of which $196.5 million, or 87.5%, was attributable to the Piano segment and $28.1 million, or 12.5%, was attributable to the Band segment. This translated to a consolidated gross margin of 41.7%, Piano segment gross margin of 48.3% and Band segment gross margin of 21.4%.

In fiscal year 2020, we generated $159.2 million of gross profit, of which $139.3 million, or 87.5%, was attributable to the Piano segment and $19.8 million, or 12.5%, was attributable to the Band segment. This translated to a consolidated gross margin of 38.3%, Piano segment gross margin of 43.9% and Band segment gross margin of 20.2%.

Our Piano segment gross profit has increased from $99.9 million to $196.5 million from fiscal year 2016 to 2021, primarily driven by higher net sales, as well as a higher share of Spirio piano sales, sales from retail operations and sales in the APAC region. For our Piano segment, the product, regional and channel mix of our sales from year to year is a significant factor affecting our gross margins. Generally, larger and more expensive models are sold at a higher margin than our smaller and less expensive pianos, and Spirio pianos are sold at a higher margin than comparable non-Spirio pianos. Our wholesale gross profit on a Model B Spirio | r piano in the United States is two times greater than our wholesale gross profit on the equivalent non-Spirio model in the United States. Generally, pianos sold through the retail channel generate higher margin than pianos sold through the third-party dealer network. Our retail gross profit on a Model B Spirio | r piano in the United States is nearly two-and-a-half times greater than the wholesale gross profit on an equivalent model in the United States. Steinway pianos sold in APAC are generally sold at a higher margin than Steinway pianos sold in the Americas or EMEA. Our retail gross profit on a Model B Spirio | r piano in China is one-and-a-half times greater than our retail gross profit for the same model sold in the United States. These factors, when combined, generally generate even higher gross margin than any one factor by itself. Retail sales of our Model B Spirio | r piano in China generate gross profit that is nearly seven-and-half times higher than sales of the equivalent non-Spirio model in the United States through our third-party dealer network. Additionally, we generally generate higher margin on our special, bespoke, and limited edition pianos, and our retail gross profit on a Crown Jewel Spirio | r piano in China is two-and-a-half times greater than the retail gross profit on a Model B Spirio | r piano in China.

For our Band segment, professional instruments and procured student instruments, many of which are manufactured in Asia, are generally sold at a higher margin than domestically produced student instruments.

In addition, our ability to innovate and continually improve our products enables us to command premium prices for our pianos and other instruments, thereby contributing to profitability. By implementing certain new manufacturing processes, including automation, we are able to achieve manufacturing efficiencies that improve our gross margin. Our gross margin is also impacted by labor costs, the price at which we are able to procure instruments and raw materials, overhead expenses, logistics expenses and the productivity of our plants.

Key Factors Affecting our Business

Macroeconomic conditions

We realize the majority of our gross profit from the sale of our high-end grand pianos, the demand for which, as an ultra-premium item, is generally more significantly affected by demographics and economic cycles than industry trends. Due to the discretionary nature of consumer spending, economic downturns can have a greater effect on the luxury goods market. The purchasing decision behind acquiring one of our instruments is emotional and is tightly linked to consumer confidence, especially regarding future income streams and the ability to make a significant investment at the time

 

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of purchase. However, the overall impact of macroeconomic conditions on our industry is less prominent as compared to other consumer goods industries given that the HNWI, who comprise a significant portion of our consumer base, are often better equipped to withstand the typical restrictions on consumer spending caused by economic downturns.

Growth of the global UHNWI and HNWI populations

The world’s UHNWI population grew by 9.3% from 2020 to 2021, according to The Wealth Report 2022. The global population of HNWI and UHNWI has grown at a 10.1% and 11.9% CAGR, respectively, over the past five years, and over the next five years, the global population of UHNWIs is forecast to grow by a further 28%, driven especially by increasing wealth creation in Asia. As the HNWI and UHNWI populations in China and other APAC nations continue to grow, we expect that APAC will continue to be one of our largest growth opportunities in the future, particularly given the strong appeal of western classical music and luxury goods in China.

International expansion

As a luxury brand offering ultra-premium products, we believe that Steinway strongly appeals to Chinese consumers and benefits from an established reputation in the market. We also believe our growing physical presence in China will allow us to grow our Steinway brand and meet the high demand for western luxury products in China and across the APAC region. In fiscal years 2021 and 2020, 37% and 36%, respectively, of Piano segment net sales came from the APAC region, of which 70% and 68%, respectively, was generated from the sale of our high-end Steinway pianos.

Housing market strength

The U.S. housing market has demonstrated robust growth in the rebound from the COVID-19 pandemic, particularly with regards to the sale of high-end houses. Following a significant decline in the first few months of 2020, pending and existing home sales experienced a rapid recovery in the second half of 2020 and sustained elevated levels throughout 2021. The luxury housing market in particular performed better than expected during the COVID-19 pandemic, with over 80% of the markets featured in the Prime International Residential Index (PIRI) experiencing an increase in prices and growth in 2021, according to The Wealth Report 2022. Furthermore, according to the Attitudes Survey of The Wealth Report 2022, 21% of UHNWIs planned to buy a new home in 2021 and almost a third of the wealth held by UHNWIs is derived from their primary and/or secondary residences, with the majority stating a desire to upgrade main residences as the impetus behind their purchasing decision. Demand for our pianos typically tracks activity in the housing market, as consumers are more likely to purchase our pianos when they upscale to larger and higher-end homes. Our special and custom pianos cater specifically to these positive trends in the housing market, as we are able to offer ultra-high-end instruments to luxury home owners.

Investment in music education

Increasing attention to and investment in the development of music education and performance significantly affects our business. Both our Piano and Band segments maintain close connections to educational institutions. We are seeing increasing government support for music education, as demonstrated by the U.S. government’s $13.2 billion investment in education, including access to music education, through its Elementary and Secondary School Emergency Relief (“ESSER”) funds in 2020. The Chinese government has also indicated an increasing focus on promoting the development of young talent in the music and the arts, including encouraging schools to develop a more structured curriculum for music and the arts and seeking to introduce music and the arts as a compulsory examination subject as part of high school entrance examinations nationwide by 2022. These initiatives

 

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are reflective of the increasing appreciation for Western music in China, where there are currently approximately 30 million children taking piano lessons and where four of the top Chinese conservatories serve as All-Steinway Schools. The remaining top conservatories all have fleets of Steinway pianos. Moreover, four major conservatories that have opened in China since 2016 (Tianjin Julliard Conservatory, Shenzhen Conservatory, Harbin Conservatory and Zhejiang Conservatory) have purchased more than 750 pianos from us to date. Through our partnerships with schools and institutions, our business is one of the key suppliers of premier pianos and orchestral instruments to top conservatories across the globe. Furthermore, the artists and teachers who use our instruments serve as mentors to future generations of musicians and music enthusiasts.

Support from the professional community

A deep respect and connection to the artist community is at the center of Steinway’s business. We further reinforce and expand our relationship with the artist community through the Steinway Artist program, where professional musicians endorse the quality of our instruments by personally selecting our pianos to play in their performances. Though we are only one of many manufacturers who make pianos for the concert-hall stage, approximately 97% of concert pianists used our pianos at their concerts in the 2018-2019 season, which was the last full concert season prior to the date of this prospectus due to the COVID-19 pandemic. The support from these acclaimed artists brings visibility to our pianos on some of the world’s most renowned stages and we believe makes our pianos the instrument of choice, both among the professional community and their audience.

Ability to innovate with new technology

We believe our ability to innovate and integrate state-of-the-art technology into our timeless designs gives us a key competitive edge above other manufacturers of pianos and musical instruments. Our legacy of innovation is reflected in our substantial portfolio of patents, which to date stands at more than 150 since our founding. Investing in product innovation enables us to maintain price momentum and to affirm our reputation as the world’s premier piano manufacturer. Our commitment to constantly innovate is at the heart of our business and we ensure that each new Steinway piano builds and improves on the quality of the last through advancements we make in our technological and manufacturing capabilities. By continuing to develop and integrate new technologies, we are able to expand our potential target market beyond piano players and professional musicians and provide a wide range of music experiences to our diverse group of customers. Since we first launched the Steinway Spirio in 2015, the high-resolution player piano has grown to represent approximately 32% of our total Piano segment net sales in 2021 and we expect it will continue to represent a significant portion of our Piano segment net sales.

Effects of foreign currency exchange rates

Our business is affected by changes in foreign currency exchange rates through transactions by our entities in currencies other than their own functional currency. As our international business grows, our results of operations can be impacted by changes in foreign currency exchange rates, as we generate net sales and certain costs in regions outside of the U.S. and recognize these results in foreign currencies. As a result, we are exposed to certain gains and losses in our reported results as we translate from foreign currencies into U.S. dollars. In particular, a strengthening of the U.S. dollar will negatively affect our net sales and gross margins as expressed in U.S. dollars, and strengthening of EURO, RMB, YEN or GBP will have a positive impact. Historically foreign currency fluctuations accounted for approximately 0 to 2% of the change in our net sales on an absolute basis. In fiscal years 2021 and 2020, our consolidated net sales were favorably impacted by foreign currency fluctuations by 2.4% and 1.0%, respectively, compared to the prior year period.

 

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COVID-19 Update

In response to COVID-19 and the public health restrictions mandated by governments, at various points in time in fiscal year 2020 we had to close most of our plants and retail showrooms. Most of our dealers also had to close their storefronts. In addition to these closures, government restrictions required the cancellation of many of our events and recitals, which are important ways that our company markets our products and generates business. The suspension of live musical events and in-person schooling and extra-curricular activities significantly decreased the institutional demand for our products, particularly for our Band segment.

As a result of these measures and economic headwinds, we experienced a decline in net sales in fiscal year 2020. Our Band segment was particularly impacted by COVID-19 due to the prolonged suspension of school music programs and delayed reopening of concert venues. In fiscal year 2020, our Band segment’s net sales was $98.4 million, compared to $144.1 million for fiscal year 2019. Additionally, our Piano segment was impacted by COVID-19 as a majority of our retail showrooms and some manufacturing facilities had to close due to government mandates. Piano segment was also impacted by the closures of music and entertainment venues. Our Piano segment saw net sales fall to $317.4 million for fiscal year 2020, compared to $331.6 million for fiscal year 2019. However, despite the challenges of fiscal year 2020, through disciplined expense control and selling down inventory we were able to generate more cash flows from operating activities than in each of the previous five years, demonstrating the resiliency of our business model.

In fiscal year 2021, as our plants, retail showrooms and dealers resumed full operations, government restrictions were repealed, and concert venues and schools re-opened, our consolidated net sales increased to $538.4 million, exceeding our performance in each of the prior two fiscal years, including our 2019 consolidated net sales of $475.7 million. Our band segment had net sales of $131.7 million in fiscal year 2021, demonstrating a significant improvement over the prior fiscal year, but was still lower than pre-COVID levels due the continued suspension of school music programs and delayed reopening of concert venues.

The COVID-19 pandemic also negatively impacted our supply chain, leading to longer lead times and increasing freight costs. We also experienced decreasing microchip availability leading to increased material costs for Spirio pianos. In addition to these supply chain pressures, compliance with regulatory mandates related to COVID-19 generated higher costs and placed some constraints on our gross margins. Going forward, the COVID-19 pandemic may continue to impact our business in a variety of ways.

Due in large part to the challenges in the Band segment and uncertainties stemming from the COVID-19 pandemic, we recognized Goodwill and other intangible asset impairments in our 2020 fiscal year results. See Note 8 to our consolidated financial statements included elsewhere in this prospectus.

While the COVID-19 pandemic negatively impacted numerous areas of our business operations, we have also been positively impacted by certain changes to consumer behavior caused by the pandemic, many of which we believe will continue post-recovery. Government mandates, including restrictions on travel and shelter-in-place orders, have caused more people to spend time in the home, in turn spurring increased spending and investment in their housing environment. This effect was favorable for our business, as many of our consumers tend to purchase our instruments when upsizing or upscaling their homes. We also believe consumers have placed a greater emphasis on family time and in-home leisure activities.

For additional information regarding COVID-19’s impact on our business, see “Risk Factors–Risks Related to our Business—The COVID-19 pandemic has had a significant effect on our sales

 

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results, and could have a significant negative impact on our business, net sales, financial condition and results of operations.”

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, our management and board of directors also consider Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Net Income margin, non-GAAP financial measures, to assess the performance of our business.

We define Adjusted EBITDA as net income before interest expense, net, income tax expense, depreciation and amortization, foreign exchange (gain)/loss, non-cash impairment, purchase accounting adjustments, non-cash stock-based and other compensation expense, corporate re-organization and related charges, dealer termination expense, gain on sale of assets held for sale, potential transaction/acquisition costs, loss on extinguishment of debt, initial public offering expense, non-operating legal costs and other charges that we do not consider reflective of our ongoing performance. We believe that Adjusted EBITDA provides useful information to investors regarding our performance as it removes items that reduce the comparability of our underlying core business performance across reporting periods. Adjusted EBITDA margin measures Adjusted EBITDA as a percentage of net sales.

We define Adjusted Net Income as net income before foreign exchange (gain)/loss, non-cash impairment, purchase accounting adjustments, non-cash stock-based and other compensation expense, corporate re-organization and related charges, dealer termination expense, gain on sale of assets held for sale, potential transaction/acquisition costs, loss on extinguishment of debt, initial public offering expense, non-operating legal costs, other charges that we do not consider reflective of our ongoing performance, and tax impacts on the foregoing adjustments. We believe that Adjusted Net Income provides useful information to investors regarding our performance as it removes items that reduce the comparability of our underlying core business performance across reporting periods. Adjusted Net Income margin measures Adjusted Net Income as a percentage of net sales. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Net Income margin are non-GAAP financial measures and are not intended to be substitutes for any GAAP financial measures. They should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP, such as consolidated net income.

You are encouraged to evaluate our calculation of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Net Income margin and the reasons we consider these adjustments appropriate for supplemental analysis. In evaluating these measures, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA and Adjusted Net Income. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of these measures following this offering, and any such modification may be material. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Net Income margin have their limitations as analytical tools, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

 

   

Adjusted EBITDA and Adjusted Net Income do not include our cash expenditure or future requirements for capital expenditures or contractual commitments;

 

   

Adjusted EBITDA and Adjusted Net Income do not reflect changes in our cash requirements for our working capital needs;

 

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Adjusted EBITDA does not include the interest expense and the cash requirements necessary to service interest or principal payments on our debt;

 

   

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for replacement of assets that are being depreciated and amortized;

 

   

Adjusted EBITDA and Adjusted Net Income exclude the impact of certain cash charges or cash receipts resulting from matters we do not find indicative of our ongoing operations; and

 

   

other companies in our industry may calculate Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Net Income margin differently than we do.

The following table reconciles Adjusted EBITDA to its most directly comparable GAAP financial measure, net income:

 

     Year Ended December 31,  
     2020     2021  
     (dollars in thousands, except percentages)  

Net income

   $ 51,815     $ 59,263  

Interest expense, net

     15,546       5,237  

Income tax expense

     30,406       25,677  

Depreciation and amortization

     14,950       14,889  

Foreign exchange (gain)/loss(a)

     588       (438

Non-cash impairment(b)

     16,093       —    

Purchase accounting adjustments(c)

     468       71  

Non-cash stock-based and other compensation expense(d)

     2,110       7,644  

Gain on sale of assets held for sale(e)

     (56,290     —    

Potential transaction / acquisition costs(f)

     —         512  

Initial public offering expense(g)

     —         1,513  

Non-operating legal costs(h)

     457       184  

Other charges(i)

     855       2,910  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 76,998     $ 117,462  
  

 

 

   

 

 

 

Adjusted EBITDA Margin

     18.5     21.8
  

 

 

   

 

 

 

 

(a)

Foreign exchange (gain)/loss is comprised of gains or losses on receivables, payables or other assets or liabilities which are denominated in foreign currencies.

(b)

Non-cash impairment is comprised of impairment losses recorded during the period for both goodwill as well as other long-lived assets. During 2020, we recognized $13.6 million of goodwill impairment and $2.5 million of impairment on trademark assets, both related to our Band segment.

(c)

Purchase accounting adjustments reflect the impact on our operating results from step up adjustments recorded in connection with our acquisition by John Paulson and certain affiliated entities in 2013.

(d)

Non-cash stock-based and other compensation expense is comprised of expense recognized for liability classified share-based payment awards granted to our executives.

(e)

Gain on sale of assets held for sale is comprised of gains on assets which we held for sale during the period. In 2020, we sold a real estate property, which drove the gain recognized during the period.

(f)

Potential transaction / acquisition costs are comprised of professional fees and expenses associated with potential strategic merger and acquisition activities. In 2021, we incurred $0.5 million of employee severance costs in connection with our 2019 acquisition of Louis Renner.

(g)

Initial public offering expense relates to non-recurring fees and expenses associated with the preparation for this offering.

(h)

Non-operating legal costs are comprised of non-recurring legal costs with respect to a case filed by a former piano dealer. The case was dismissed on summary judgment and was affirmed on appeal.

(i)

Other charges include non-cash accrual of potential environmental mitigation costs in our Band segment, $0.3 million one-time consulting fees in 2021 associated with the lowering of withholding taxes in the APAC region and a $0.4 million one-time expense in 2021 associated with relocating the production facility of our Musser products.

 

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Consolidated Adjusted EBITDA increased by $40.5 million, or 52.6%, from $77.0 million in fiscal year 2020 to $117.5 million in fiscal year 2021. Consolidated Adjusted EBITDA margin improved to 18.5% from 21.8%, primarily driven by the combination of higher net sales from both the Piano and Band segments, improvement in gross margin primarily due to favorable product and channel mix from the Piano segment and a slower increase in consolidated SG&A that was outpaced by faster growth in consolidated gross profit. For additional information regarding Adjusted EBITDA for the Piano segment and Adjusted EBITDA for the Band segment, see “—Results of Operations—Segment Information.”

The following table reconciles Adjusted Net Income to its most directly comparable GAAP financial measure, net income:

 

     Year Ended December 31,  
     2020     2021  
     (dollars in thousands, except percentages)  

Net income

   $ 51,815     $ 59,263  

Foreign exchange (gain)/loss(a)

     588       (438

Non-cash impairment(b)

     16,093       —    

Purchase accounting adjustments(c)

     1,413       913  

Non-cash stock-based and other compensation expense(d)

     2,110       7,644  

Gain on sale of assets held for sale(e)

     (56,290     —    

Potential transaction / acquisition costs(f)

     —         512  

Initial public offering expense(g)

     —         1,513  

Non-operating legal costs(h)

     457       184  

Other charges(i)

     855       2,910  

Tax impact on adjustments to net income(j)

     13,162       (1,081
  

 

 

   

 

 

 

Adjusted Net Income

   $ 30,203     $ 71,420  
  

 

 

   

 

 

 

Adjusted Net Income Margin

     7.3     13.3
  

 

 

   

 

 

 

 

(a)

Foreign exchange (gain)/loss is comprised of gains or losses on receivables, payables or other assets or liabilities which are denominated in foreign currencies.

(b)

Non-cash impairment is comprised of impairment losses recorded during the period for both goodwill as well as other long-lived assets. During 2020, we recognized $13.6 million of goodwill impairment and $2.5 million of impairment on trademark assets, both related to our Band segment.

(c)

Purchase accounting adjustments reflect the impact on our operating results from step up adjustments, including depreciation thereon, recorded in connection with our acquisition by John Paulson and certain affiliated entities in 2013.

(d)

Non-cash stock-based and other compensation expense is comprised of expense recognized for liability classified share-based payment awards granted to our executives.

(e)

Gain on sale of assets held for sale is comprised of gains on assets which we held for sale during the period. In 2020, we sold a real estate property, which drove the gain recognized during the period.

(f)

Potential transaction / acquisition costs are comprised of professional fees and expenses associated with potential strategic merger and acquisition activities. In 2021, we incurred $0.5 million of employee severance costs in connection with our 2019 acquisition of Louis Renner.

(g)

Initial public offering expense relates to non-recurring fees and expenses associated with the preparation for this offering.

(h)

Non-operating legal costs are comprised of non-recurring legal costs with respect to a case filed by a former piano dealer. The case was dismissed on summary judgment and was affirmed on appeal.

(i)

Other charges include non-cash accrual of potential environmental mitigation costs in our Band segment, $0.3 million one-time consulting fees in 2021 associated with the lowering of withholding taxes in the APAC region and a $0.4 million one-time expense in 2021 associated with relocating the production facility of our Musser products.

(j)

Tax impact on adjustments to net income represents the tax impacts associated with the aforementioned adjustments.

Adjusted Net Income increased by $41.2 million, or 136%, from $30.2 million in fiscal year 2020 to $71.4 million in fiscal year 2021, primarily driven by the combination of higher net sales, improvement in gross margin, a slower increase in SG&A that was outpaced by faster growth in net sales, lower interest expense, net and income tax expense.

 

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Components of Our Results of Operations

Net Sales

We generate substantially all of our net sales through the manufacture and distribution of musical instruments from our two operating segments: Piano and Band. In our Piano segment, net sales is primarily comprised of sales of our pianos under different brands including Steinway, Boston and Essex, which are sold through our retail operations and wholesale distribution network. In our Band segment, net sales is primarily comprised of wholesale distribution of band instruments under various brands.

Net sales include revenue recognized from other adjacent services, including from restoration and maintenance services, sale of piano parts and other musical instruments accessories, rental, and royalty from the use of our trademarks.

Cost of Sales

Cost of sales in both our Piano and Band segments comprise the cost to manufacture our products, including raw materials, direct labor, and overhead, plus freight, duties, and non-refundable taxes incurred in delivering the goods to distribution centers managed by third parties or to our retail stores. Product development costs, primarily payroll and related expenses, included in inventories are recognized in cost of sales when the musical instruments are sold.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) consist of payroll and related expenses for employees involved in selling and general corporate functions, including sales, accounting, finance, tax, legal and human resources; costs associated with these functions, such as depreciation expense and rent relating to facilities, retail storefronts and equipment; professional fees; and other general corporate costs. SG&A also includes expenditures related to sales commissions, marketing, advertising, our brand awareness activities, sales support and professional fees.

Following the completion of this offering, we expect to incur additional expenses as a result of operating as a public company. These costs include the costs of complying with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, including third-party and internal resources related to accounting, auditing, compliance with the Sarbanes-Oxley Act, legal, and investor and public relations expenses. In addition, as a public company, we expect to incur increased expenses, such as insurance and professional services. As a result, we expect our SG&A expenses to increase for the foreseeable future.

Goodwill Impairment

Goodwill impairment is comprised of the impairment charges taken on our goodwill assets recorded as a result of the 2013 acquisition of our company by John Paulson and certain affiliated entities. In assessing whether goodwill and trademarks were impaired in connection with the Company’s annual impairment testing performed during the fourth quarter of 2020, we performed a quantitative assessment of our Piano and Band reporting segments using October 1, 2020 carrying values. In performing the 2020 quantitative assessment we considered, among other factors, the financial performance of each of the Piano and Band reporting segments, as well as the impact of COVID-19 on our operations and the deteriorations in general economic conditions. As a result of our annual impairment test, we determined that the fair value of the Piano reporting segment exceeded the respective carrying amount and the fair value of the Band reporting segment was lower than the

 

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respective carrying amount primarily due to lower than expected sales and the impact of COVID-19. We determined the fair value of the reporting units based on discounted cash flows of the Company’s projections.

See Note 8 to our consolidated financial statements included elsewhere in this prospectus for a description of the goodwill impairment analysis.

Interest Expense, Net

Interest expense includes the cost of our borrowings under our Credit Facilities, net of interest income. Debt issuance costs related to our indebtedness are included as an offset to long-term debt in our consolidated balance sheets and are amortized to interest expense over the life of the applicable facility using the effective interest rate method.

We utilize interest rate swaps to manage interest rate risk associated with our borrowings with floating interest rates. We have not elected to apply hedge accounting to these derivative financial instruments, and therefore, we recognize all changes in the fair value of the instruments as a component of interest expense, net.

Other Pension Benefit

We have defined benefit pension plans covering certain domestic employees and certain foreign employees. Benefits under the pension plans are generally based on age at retirement and years of service, and for some pension plans, benefits are also based on the employee’s annual earnings. We determine the net cost of pension and other post-retirement benefit plans using the projected unit credit method and several actuarial assumptions, including the discount rate, the long-term rate of asset return, and current interest rate trends.

Gain on Sale of Assets Held for Sale

Gain on sale of assets held for sale relates to the sale of a real estate property in New York.

Other Income

Other income, net is primarily comprised of foreign subsidies received and foreign currency gains and losses.

 

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Results of Operations

Consolidated Overview

The following table sets forth our results of operations on a consolidated level:

 

     Year Ended
December 31,
    Change  
     2020     2021     Amount     %  
     (in thousands)        

Net sales

   $ 415,856     $ 538,350     $ 122,494       29.5

Cost of sales

     256,672       313,735       57,063       22.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     159,184       224,615       65,431       41.1  

Selling, general and administrative expenses

     105,222       136,385       31,163       29.6  

Goodwill impairment

     13,593       —         (13,593     (100.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     118,815       136,385       17,570       14.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     40,369       88,230       47,861       118.6  

Other (income) expense, net:

        

Interest expense, net

     15,546       5,237       (10,309     (66.3

Other pension benefit

     (165     (341     (176     106.7  

Gain on sale of assets held for sale

     (56,290     —         56,290       (100.0

Other income

     (943     (1,606     (663     70.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

     (41,852     3,290       45,142       (107.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before provision for income taxes

   $ 82,221     $ 84,940     $ 2,719       3.3  

Income tax expense

     30,406       25,677       (4,729     (15.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 51,815     $ 59,263     $ 7,448       14.4
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table sets forth our results of operations data expressed as a percentage of net sales:

 

     Year Ended
December 31,
 
     2020     2021  
     (% of net sales)  

Net sales

     100.0     100.0

Cost of sales

     61.7       58.3  
  

 

 

   

 

 

 

Gross profit

     38.3       41.7  

Selling, general and administrative expenses

     25.3       25.3  

Goodwill impairment

     3.3       —    
  

 

 

   

 

 

 

Total operating expenses

     28.6     25.3
  

 

 

   

 

 

 

Income from operations

     9.7       16.4  

Other (income) expense, net:

    

Interest expense, net

     3.7       1.0  

Other pension benefit

           (0.1

Gain on sale of assets held for sale

     (13.5     —    

Other income

     (0.2     (0.3
  

 

 

   

 

 

 

Total other (income) expense, net

     (10.1     0.6  
  

 

 

   

 

 

 

Income before provision for income taxes

     19.8       15.8  

Income tax expense

     7.3       4.8  
  

 

 

   

 

 

 

Net income

     12.5     11.0
  

 

 

   

 

 

 

 

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Net Sales

 

     Year Ended
December 31,
     Change  
     2020      2021      Amount      %  
     (in thousands)         

Net Sales:

           

Piano

   $ 317,428      $ 406,601      $ 89,173        28.1

Band

     98,428        131,749        33,321        33.9
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 415,856      $ 538,350      $ 122,494        29.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Net sales from our consolidated operations increased $122.5 million, or 29.5%, from $415.9 million in fiscal year 2020 to $538.4 million in fiscal year 2021. Excluding the favorable impact of foreign currency fluctuations, our consolidated net sales in 2021 would have increased by $112.4 million, or 27.0% compared to fiscal year 2020. The increase in our consolidated net sales was attributable to the growth in our Piano segment driven by increased retail net sales globally led by the APAC region, followed by the recovery from the macroeconomic effects of COVID-19. For additional information regarding net sales for the Piano segment and net sales for the Band segment, see “—Segment Information.”

Cost of Sales, Gross Profit and Gross Margin

 

     Year Ended
December 31,
    Change  
     2020     2021     Amount      %  
     (in thousands, except percentages)         

Cost of sales:

         

Piano

   $ 178,086     $ 210,118     $ 32,031        18.0

Band

     78,586       103,617       25,031        31.9
  

 

 

   

 

 

   

 

 

    

 

 

 

Total cost of sales

   $ 256,672     $ 313,735     $ 57,062        22.2
  

 

 

   

 

 

   

 

 

    

 

 

 

Gross profit:

         

Piano

   $ 139,342     $ 196,483     $ 57,141        41.0

Band

     19,842       28,132       8,290        41.8
  

 

 

   

 

 

   

 

 

    

 

 

 

Total gross profit

   $ 159,184     $ 224,615     $ 65,431        41.1
  

 

 

   

 

 

   

 

 

    

 

 

 

Gross margin:

         

Piano

     43.9     48.3        4.4

Band

     20.2     21.4        1.2
  

 

 

   

 

 

      

 

 

 

Total gross profit

     38.3     41.7        3.4
  

 

 

   

 

 

      

 

 

 

Cost of sales from our consolidated operations increased by $57.1 million, or 22.2%, to $313.7 million for fiscal year 2021 as compared to fiscal year 2020. The increase was primarily driven by higher sales from both the Piano and Band segments, as well as higher manufacturing cost associated with higher production rates.

Gross profit for the Company increased by $65.4 million, or 41.1%, to $224.6 million and gross margin improved to 41.7% from 38.3%. The margin improvement was primarily driven by favorable product and channel mix in our Piano segment as well as increased fixed cost leverage across our manufacturing facilities as we increased production rates. These favorable factors were partially offset by unfavorable product mix and higher material cost in our Band segment. For additional information regarding gross profit for the Piano segment and gross profit for the Band segment, see “—Segment Information.”

 

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Selling, General and Administrative Expenses

 

     Year Ended
December 31,
     Change  
     2020      2021      Amount      %  
     (in thousands)         

Selling, General and Administrative

   $ 105,222      $ 136,385      $ 31,163        29.6
  

 

 

    

 

 

    

 

 

    

 

 

 

Selling, general and administrative expenses increased by $31.2 million, or 29.6%, to $136.4 million compared to fiscal year 2020, primarily due to an increase in personnel related expenses of $22.4 million, which was driven by a combination of higher compensation expenses in fiscal year 2021 (including higher non-cash stock-based compensation), and temporary pay reductions in fiscal year 2020 due to COVID-19 related impacts. Additionally, the increase in selling, general and administration expenses was driven by a $6.9 million increase in professional and outside services costs, including legal and auditor fees, a $2.1 million increase in occupancy costs and a $1.2 million increase in advertising and promotion expenses. These increases were partially offset by an impairment loss of $2.5 million recognized in fiscal year 2020 related to trademarks in our Band segment.

Goodwill Impairment

 

     Year Ended
December 31,
     Change  
     2020      2021      Amount     %  
     (in thousands)        

Goodwill impairment

   $ 13,593      $         —        $ (13,593     (100.0 )% 
  

 

 

    

 

 

    

 

 

   

 

 

 

For fiscal year 2020, we recorded a goodwill impairment in the Band segment driven by lower-than-expected sales and profitability due to the effects of the COVID-19 pandemic, as our business is still recovering from the school and band program closures and restrictions.

Other (Income) Expense, Net

 

     Year Ended
December 31,
    Change  
     2020     2021     Amount     %  
     (in thousands)        

Other (income) expense, net:

        

Interest expense, net

   $ 15,546     $ 5,237     $ (10,309     (66.3 )% 

Other pension benefit

     (165     (341     (176     N/A  

Gain on sale of assets held for sale

     (56,290     —         56,290       N/A  

Other income

     (943     (1,606     (663     (70.3 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expense, net

   $ (41,852   $ 3,290     $ 45,142       N/A  
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest Expense, net

Interest expense decreased by $10.3 million, or 66.3%, to $5.2 million as compared to fiscal year 2020. The decrease was primarily attributable to lower interest expense associated with a reduced average level of outstanding debt and the change in the value of our interest rate swaps instruments, which was partially offset by a $1.4 million write-off of deferred financing costs related to our First Lien Term Loan Facility. Throughout fiscal year 2021, we fully repaid our First Lien Term loan Facility, which had a $96.2 million outstanding balance as of December 31, 2020.

 

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Other Pension Benefit

Other pension benefit remained stable at $0.3 million in fiscal year 2021, as compared to $0.2 million in fiscal year 2020.

Gain on Sale of Assets Held for Sale

We recorded no gain on assets held for sale in fiscal year 2021, compared to $56.3 million in fiscal year 2020, during which we recorded a gain on the sale of an underutilized real estate property.

Other Income

Other income decreased by $0.7 million, or 70.3%, to $(1.6) million as compared to fiscal year 2020. The decrease was primarily attributable due to foreign exchange fluctuations.

Segment Information

We have two operating segments: Piano and Band. We evaluate segment operating performance using net sales, gross margin and Adjusted EBITDA, with Adjusted EBITDA being the primary profitability metric used to make resource allocation decisions and evaluate segment performance.

The segment measurements provided to and evaluated by the chief operating decision maker (CODM) are described in Note 16 to our consolidated financial statements included elsewhere in this prospectus. Management believes segment Adjusted EBITDA is indicative of operational performance and ongoing profitability and uses Adjusted EBITDA to evaluate the operating performance of our segments and for planning and forecasting purposes, including the allocation of resources and capital.

Net Sales

Piano Segment

Net sales for the Piano segment increased by $89.2 million, or 28.1%, from $317.4 million in fiscal year 2020 to $406.6 million in fiscal year 2021. Piano segment net sales from the Americas region increased by $43.4 million, or 36.3%, net sales from the APAC region increased by $35.4 million, or 30.9%, and net sales from the EMEA region increased by $10.3 million, or 12.4%. Excluding the favorable impact of foreign currency fluctuations, Piano segment net sales across all regions would have increased by $79.4 million, or 25.0%, net sales from the APAC region would have increased by $28.2 million, or 24.6% and net sales from the EMEA region would have increased by $7.8 million, or 9.3%. The increase in net sales in all regions was primarily driven by higher sales from our Steinway pianos, which increased by $68.5 million, or 32.4%, as we experienced stronger demand globally. Within Steinway piano sales, sales from our higher margin Spirio pianos increased by $25.4 million, or 24.0%.

Band Segment

Net sales for the Band Segment increased by $33.3 million, or 33.9%, from $98.4 million in fiscal year 2020 to $131.7 million in fiscal year 2021, primarily driven by a recovery in school bid business amid continued loosening of COVID-19 restrictions on school music programs and concert venues. Net sales in the Americas region, which represented 95.5% of Band segment net sales in fiscal year 2021, increased by $30.3 million, or 31.7%, while net sales in the rest of the world increased by $3.0 million, or 104.7%.

Net sales from brasswind instruments increased by $12.0 million, or 27.7%, to $55.4 million for fiscal year 2021. Net Sales from woodwind instruments increased by $8.6 million, or 42.3%, to

 

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$29.0 million for fiscal year 2021. Net sales from percussion instruments increased by $6.1 million, or 29.0%, to $27.0 million for fiscal year 2021. Sales from string instruments, accessories, and others increased by $7.8 million, or 44.3%, to $25.5 million for fiscal year 2021. Across all band instrument types, sales of professional and step-up instruments increased by $12.8 million, or 30.0%, to $55.7 million while sales of student instruments increased by $7.8 million, or 37.3%, to $28.7 million for fiscal year 2021.

Gross Profit

Piano Segment

Gross profit from the Piano segment increased by $57.1 million, or 41.0%, to $196.5 million and gross margin improved to 48.3% from 43.9%, due to a higher share of sales from retail operations and increased sales of Spirio pianos and sales in the APAC region at higher margin. Additionally, we realized greater production volume and manufacturing efficiencies across our production facilities compared to fiscal year 2020, during which we operated at lower production rates due to COVID-19 related restrictions.

Band Segment

Gross profit from the Band segment increased by $8.3 million, or 41.8%, to $28.1 million and gross margin improved to 21.4% from 20.2%. The improvement in gross margin was primarily driven by lower costs per unit associated with higher production rates compared to fiscal year 2020, during which our production was disrupted by COVID-19 related restrictions. This favorable factor was partially offset by a higher share of lower margin student product sales, as well as higher material and freight costs as a percentage of net sales.

Adjusted EBITDA

Piano Segment

Adjusted EBITDA for the Piano segment increased by $34.7 million, or 48.2%, from $72.1 million in fiscal year 2020 to $106.8 million in fiscal year 2021. Adjusted EBITDA margin improved to 26.3% from 22.7%, primarily driven by strong growth in net sales that outpaced growth in cost of sales and selling, general and administrative expenses.

Band Segment

Adjusted EBITDA for the Band Segment increased by $5.7 million, or 116.0%, from $4.9 million in fiscal year 2020 to $10.7 million in fiscal year 2021. Adjusted EBITDA margin improved to 8.1% from 5.0%, primarily driven by a combination of higher sales, improved gross profit margin as well as lower selling, general and administrative expenses as a percentage of net sales.

Seasonality and Quarterly Trends

We experience seasonal fluctuations in our net sales and operating results and we historically have realized a higher portion of our revenue and earnings for the fiscal year during our third and fourth fiscal quarters. For our Piano segment, we typically realize our strongest net sales and earnings during the fourth fiscal quarter driven by holiday shopping, while for our Band segment we experience strongest demand during the third fiscal quarter driven by back-to-school shopping activities. In addition, we typically experience lower profitability in the first and second fiscal quarters as we invest ahead of our most active seasons. Working capital requirements typically increase throughout our first and second fiscal quarters as inventory builds to support our peak shipping and selling period which

 

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typically occurs from November to December. Cash provided by operating activities is typically highest in our fourth fiscal quarter due to the significant inflows associated with our peak selling season.

For fiscal years 2021 and 2020, we generated the highest percentage of net sales during the fourth fiscal quarter. Net sales in the fourth fiscal quarter of fiscal years 2021 and 2020 contributed 33.3% and 35.3%, respectively, of annual net sales. For fiscal year 2021, we generated the lowest percentage of net sales during the first fiscal quarter. Net sales in the first fiscal quarter of fiscal year 2021 contributed 17.2% of annual net sales. For fiscal year 2020, we generated the lowest percentage of net sales during the second fiscal quarter as we were most heavily impacted during that quarter by COVID-19 related restrictions that led to closures of our retail showrooms and dealer storefronts. Net sales in the second fiscal quarter of fiscal year 2020 contributed 18.3% of annual net sales.

For fiscal years 2021 and 2020, we generated the highest percentage of Adjusted EBITDA during the fourth fiscal quarter. Adjusted EBITDA in the fourth fiscal quarter of fiscal years 2021 and 2020 contributed 41.2% and 48.6%, respectively, of annual adjusted EBITDA. For fiscal year 2021, we generated the lowest percentage of Adjusted EBITDA during the first fiscal quarter. Adjusted EBITDA in the first fiscal quarter of fiscal year 2021 contributed 11.7% of annual Adjusted EBITDA. For fiscal year 2020, we generated the lowest percentage of Adjusted EBITDA during the second fiscal quarter due to COVID-19 related impacts. Adjusted EBITDA in the second fiscal quarter of fiscal year 2020 contributed 8.7% of annual adjusted EBITDA.

For fiscal year 2021 and 2020, we had negative cash flows from operating activities during the first fiscal quarter as we built up our inventory levels in anticipation of our peak selling period, which is typically the fourth fiscal quarter. For fiscal year 2021 and 2020, we had the highest cash inflows from operating activities during the fourth fiscal quarter due to higher sales. In the fourth fiscal quarters of fiscal years 2021 and 2020, we generated cash inflows from operating activities of $67.3 million and $48.1 million, respectively.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. We have relied primarily upon cash provided by operations, supplemented as necessary by seasonal borrowings under our Credit Facilities, to finance our operations, repay or repurchase long-term indebtedness, finance acquisitions, and fund our capital expenditures.

As of December 31, 2021, we had $43.7 million of cash and cash equivalents which were primarily invested in short-term certificates of deposit with maturities of three months or less. Additionally, we had $31.0 million outstanding under our revolving credit facilities in the United States, Germany and Japan with an additional available balance of $69.3 million as of December 31, 2021 under all facilities. We believe that our existing cash and cash equivalent balances will be sufficient to support our working capital requirements for at least the next 12 months based on our current operating plans.

However, our future capital requirements will depend on many factors, including our net sales growth rate, the level of our expenditures in advertising and marketing activities and all other areas of the company, the impact of the COVID-19 pandemic and other factors described in “Risk Factors.” Our expected primary uses on a short-term and long-term basis are for repayment of debt, interest payments, working capital, capital expenditures, geographic expansion, and other general corporate purposes. We also have ongoing lease obligations with remaining payment commitments of $95.5 million as of December 31, 2021.

We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products and technologies which may require us to seek additional financing. To the extent additional

 

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funds are necessary to meet our liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through borrowings under our existing Credit Facilities, the incurrence of other additional indebtedness, the issuance of additional equity or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. In particular, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital. If we are unable to raise additional funds on commercially reasonable terms or at all, our business, financial condition and results of operations could be adversely affected. See “Risk Factors—Risks Related to the Financial Position of Our Business—Our indebtedness could materially adversely affect our financial condition and our ability to operate our business, react to changes in the economy or industry or pay our debts and meet our obligations under our debt and could divert our cash flow from operations to debt payments.”

Cash Flows

The following table summarizes our cash flows for the period presented:

 

     Year Ended
December 31,
 
     2020     2021  
     (in thousands)  

Net cash provided by (used in) operating activities

   $ 58,447     $ 122,485  

Net cash provided by (used in) investing activities

     57,580       (24,987

Net cash provided by (used in) financing activities

     (104,091     (96,360

Effects of foreign exchange rate changes on cash and cash equivalents

     1,926       (1,204
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

   $ 13,862     $ (66
  

 

 

   

 

 

 

Operating Activities

Net cash provided by operating activities of $122.5 million for fiscal year 2021 was primarily due to net income of $59.3 million, a net cash inflow related to changes in operating assets and liabilities of $41.7 million, and non-cash adjustments of $21.5 million. Non-cash adjustments primarily consisted of depreciation and amortization expense of $14.9 million, share-based compensation of $7.6 million, amortization of pension through other comprehensive loss of $2.8 million, and non-cash interest expense of $2.2 million, partially offset by a change in fair value of derivative instruments of $4.7 million and a change in net deferred tax liabilities of $1.2 million. Changes in cash flows related to operating assets and liabilities primarily consisted of cash inflow related to an increase of $39.2 million in other current and noncurrent liabilities due to a higher level of deferred income associated with advanced payments on pianos that were not yet delivered to our customers as well as higher accrued compensation expenses, a decrease in inventories of $15.4 million as a result increased sales in 2021, and an increase in accounts payable of $1.9 million due to timing of payments. This inflow was partially offset by an increase in prepaid expenses and other current assets of $7.9 million due to timing of payments and an increase in accounts receivable of $6.8 million due to a higher sales.

Net cash provided by operating activities of $58.4 million for fiscal year 2020 was primarily due to net income of $51.8 million and a net cash inflow related to changes in operating assets and liabilities of $20.2 million, partially offset by non-cash adjustments of $13.6 million. Non-cash adjustments primarily consisted of gain on sale of assets of $55.9 million, partially offset by impairment charges of $16.1 million, depreciation and amortization expense of $15.0 million, deferred income tax expense of $4.7 million, amortization of pension through other comprehensive loss of $2.0 million, share based compensation of $1.9 million, decrease in fair value of derivative instruments of $1.5 million, non-cash interest expense of $0.7 million, and non-cash employee compensation of $0.3 million. Changes in

 

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cash flows related to operating assets and liabilities primarily consisted of cash inflow related to a decrease in accounts receivable of $19.6 million due to a decline in sales and timing of payments, a decrease in inventories of $10.8 million as a result of reduced production volume during the year driven by our response to the COVID-19 pandemic and related restrictions, and a decrease in prepaid expenses and other current assets of $2.1 million due to timing of payments. This inflow was partially offset by a $11.4 million decrease in other current and noncurrent liabilities due to changes in compensation related items and in accrued tax balances. We also had a $0.9 million decrease in accounts payable due to timing of payments.

Investing Activities

Net cash used in investing activities of $25.0 million for fiscal year 2021 was due to capital expenditures of $22.0 million primarily due to ongoing investment in machinery and equipment at our factories, a $1.3 million acquisition of land development rights, capitalization of software development costs of $1.0 million as a result of our continued investment in software for internal use, and other investments of $0.8 million, partially offset by proceeds from sales of property, plant and equipment of $0.1 million.

Net cash provided by investing activities of $57.6 million for fiscal year 2020 was due to proceeds from sales of property, plant and equipment of $68.6 million, mainly driven by the sale of underutilized real-estate, partially offset by capital expenditures of $9.9 million primarily due to ongoing investment in machinery and equipment at our factories, and capitalization of software development costs of $1.1 million as a result of our continued investment in software for internal use.

On average from fiscal year 2016 to 2021, we have generated higher cash flow from operating activities when compared to our capital expenditures. From fiscal year 2016 to 2021, we generated average annual cash flow from operating activities of $55.4 million and incurred average annual capital expenditures of $15.7 million.

Financing Activities

Net cash used in financing activities of $96.4 million for fiscal year 2021 consisted of repayments of long-term debt of $98.3 million and repayments under lines of credit of $0.5 million, partially offset by borrowings under lines of credit $1.5 million and borrowings of long-term debt of $0.9 million.

Net cash used in financing activities of $104.1 million for fiscal year 2020 consisted of repayments of long-term debt of $136.7 million and repayments under lines of credit of $9.2 million, partially offset by borrowings of long-term debt of $21.7 million and borrowings under lines of credit of $20.0 million.

Debt

We entered into the First Lien Term Loan Facility and the ABL Facility (collectively, “domestic debt”) in September 2013, and on February 16, 2018, we refinanced both the First Lien Term Loan Facility and the ABL Facility. The First Lien Term Loan Facility, which matures on February 16, 2025, provided an aggregate principal amount of $235.0 million at an interest rate of either LIBOR plus 3.75% (subject to a LIBOR floor of 1.0%) or a Base Rate, as defined below, plus 2.75% (subject to a Base Rate floor of 2.0%). The Base Rate is defined as the highest of the Prime Rate (as defined in the First Lien Term Loan Facility), the Federal Funds Rate (as defined in the First Lien Term Loan Facility) plus 0.5%, or the one-month LIBOR plus 1.0%. LIBOR loans have interest periods of one, three, or six months, as selected by us, but interest payments are due no less than every three months. We selected the one-month LIBOR in 2020. The applicable interest rate with respect to the First Lien Term

 

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Loan Facility was 4.75% as of December 31, 2020. The repayment terms of the First Lien Term Loan Facility required quarterly installment payments of $0.6 million beginning June 30, 2018. The First Lien Term Loan Facility also required mandatory annual excess cash flow prepayments starting December 31, 2019 equal to 50%, 25% or 0% of our Excess Cash Flow (as defined in therein). Amortization payments of $600,000 per quarter were made during fiscal year 2020. Moreover, we made additional prepayments totaling $132.3 million during fiscal year 2020. As a result, there were no additional mandatory quarterly principal payments required on or after December 31, 2020, and there was no excess cash flow payment required for fiscal year 2020. As of December 31, 2021 we had repaid in full and cancelled our First Lien Term Loan Facility.

The ABL Facility provided a total commitment of $110.0 million expiring on February 16, 2023. The ABL Facility provides for borrowings at either LIBOR plus a range from 1.50% to 2.00% or as-needed borrowings at an alternate base rate, plus a range from 0.50% to 1.00%; both ranges depend upon availability at the time of borrowing. The applicable interest rate with respect to the ABL Facility was 1.6% as of December 31, 2021. The amount outstanding under the ABL Facility amounted to $19.5 million as of December 31, 2021. Any outstanding amounts are payable when the facility matures in 2023. The amount available on the ABL Facility, net of letters of credit and borrowing restrictions, was $42.5 million as of December 31, 2021.

Capitalized debt issuance costs are reflected net of amortization in long-term debt, net on our consolidated balance sheet.

Simultaneously with the execution of the credit agreements governing our domestic debt, we and various of our subsidiaries entered into a guarantee agreement and a collateral agreement with respect to each of our First Lien Term Loan Facility and our ABL Facility. Pursuant to the guarantee agreements, we and various of our subsidiaries are guarantors under the ABL Facility. Pursuant to the collateral agreements, our ABL Facility is collateralized by substantially all our assets, including our intellectual property and the equity interests of our various subsidiaries.

In addition to our domestic debt, we also have multiple foreign credit facilities. In 2019, our German subsidiary entered into a credit facility with a foreign bank which entitles it to borrow up to the amount of 18.0 million. This credit facility, which is guaranteed by SMI, originally expired on December 31, 2019 and was extended to April 15, 2020. In April 2020, our German subsidiary refinanced this credit facility, resulting in a 20.0 million term loan (the “German Term Loan Facility”) and 30.0 million ABL facility (the “German ABL Facility”). Our Japanese subsidiary also has a term loan facility in the amount of ¥98.0 million, entered into in January 2021 (the “Japanese Term Loan Facility” and together with the German Term Loan Facility, the “foreign term loans”), and a revolving credit facility which it increased from ¥300.0 million to ¥600.0 million in March 2020 (the “Japanese Revolving Credit Facility”). The German ABL Facility, together with the Japanese Revolving Credit Facility, are referred to as the “foreign revolving credit facilities” and, together with the foreign term loans, the “foreign credit facilities.” The outstanding debt issuance costs related to the foreign credit facilities was $0.2 million as of December 31, 2021.

The outstanding balance of our foreign term loans was $19.9 million as of December 31, 2021. The total outstanding balance of our foreign revolving credit facilities was $11.5 million as of December 31, 2021. The amount available on the foreign revolving credit facilities, net of letters of credit, was $26.8 million as of December 31, 2021.

Current portion of debt represents the quarterly installments on the foreign term loan and foreign revolving credit facilities that are due within the next fiscal year.

All of our debt agreements contain affirmative and negative covenants that place certain restrictions on us, including, among other things, restrictions on indebtedness, liens, fundamental

 

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changes and asset sales, investments, negative pledges, repurchases of stock, dividends and other distributions, and transactions with affiliates. We were in compliance with all such covenants as of December 31, 2021.

Off-Balance Sheet Arrangements

We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of our operations. See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of our other significant accounting policies. The preparation of our financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Valuation of Goodwill and Intangible Assets

The valuation of assets acquired in a business combination and subsequent impairment reviews of such assets require the use of significant estimates and assumptions. The acquisition method of accounting for business combinations requires us to estimate the fair value of assets acquired and liabilities assumed, and we record goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. We also hold trademarks which are considered indefinite-lived as we expect to continue to derive benefits from these assets. Goodwill and indefinite-lived intangible assets are not amortized, but rather are tested for impairment annually, or more frequently if facts and circumstances warrant a review.

We assess both the existence of potential impairment and the amount of loss, if any, by comparing the fair value of each reporting unit that includes goodwill or indefinite-lived intangible assets with its carrying amount. Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which do not reflect unanticipated events and circumstances that may occur. If factors indicate that the fair value of the reporting unit or indefinite lived intangible assets is less than its carrying amount, we perform a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows for goodwill and relief from royalty method of indefinite-lived intangible assets. If the carrying value of the reporting unit or indefinite-lived intangible assets continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill or indefinite-lived intangible assets is calculated and an impairment loss equal to the excess is recorded.

We performed a qualitative assessment for each of our reporting units and our indefinite-lived intangible assets as of October 1. The qualitative analyses resulted in us determining that it was more likely than not that the fair value of the Band reporting unit and certain indefinite-lived intangible assets

 

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was less than its carrying amount. As a result, management performed a quantitative analysis to determine the amount of impairment associated with the reporting unit for goodwill and certain indefinite-lived intangible assets.

Refer to Note 8 of our consolidated financial statements included elsewhere in this prospectus for further information.

We evaluate long-lived assets, including finite-lived intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our property and equipment or our finite-lived intangibles and other assets, that revision could result in a non-cash impairment charge that could have a material impact on our financial results.

Revenue Recognition

We recognize net sales from contracts with customers when (or as) control of the promised goods or services transfers to the customer. For wholesale net sales, this generally occurs when the product is shipped to the dealer after receipt of a valid order. For retail net sales, this generally occurs when the product is delivered to the customer in accordance with the purchase agreement. Net sales is recorded at the amount of consideration we expect to be entitled to in exchange for the delivered goods or services, which includes an estimate of expected returns or refunds and customer incentives.

Share-Based Compensation

We recognize compensation cost of share-based awards on a straight-line basis over the requisite service period (typically the vesting period) of the award and we elected to recognize forfeitures as they occur. The awards were classified as a liability in our financial statements. We recognize compensation expense as selling, general and administrative expenses within our consolidated statement of operations.

As a nonpublic entity, the Company elected to measure the awards based on their intrinsic value as permitted under ASC 718. The Company measured the intrinsic value of the awards based on the estimated settlement value of the awards at each reporting period. The Company continued to record changes in the intrinsic value of the awards up to the date on which the Company ceased to be a nonpublic entity as defined in ASC 718. Upon becoming a public entity, as a result of filing its initial registration statement with the SEC and for each reporting period thereafter, the Company measured the awards using the fair value-based method as required under ASC 718. The impact from the change in valuation methods on the date on which the Company became a public entity was accounted for as compensation cost during that period.

Refer to Note 14 of our consolidated financial statements included elsewhere in this prospectus for further information.

Environmental Obligations

We accrue for any environmental investigation, remediation, operating and maintenance costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. For environmental matters, the most likely cost to be incurred is accrued based on an evaluation of

 

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currently available facts with respect to each individual site, current laws and regulations and prior remediation experience. For sites with multiple potentially responsible parties, we consider the likely proportionate share of the anticipated remediation costs and the ability of the other parties to fulfill obligations in establishing a provision for those costs. Where no amount within a range of estimates is more likely to occur than another, the minimum undiscounted amount is accrued.

The uncertain nature inherent in such remediation and the possibility that initial estimates may not reflect the outcome could result in additional costs being recognized by us in future periods.

Retirement Plans

We have defined benefit or defined contribution pension plans covering a majority of our employees, including certain employees in foreign countries. Certain domestic hourly employees are covered by a multi-employer defined benefit pension plan to which we make contributions. We also provide post-retirement life insurance benefits to certain eligible hourly retirees and their dependents. We previously maintained a non-qualified Supplemental Executive Retirement Plan (“SERP”) for a select group of our current and former executives; however, the SERP was terminated in March of 2021 and final asset distributions were completed by April of 2022.

Benefits under the pension and other post-retirement benefit plans are generally based on age at retirement and years of service and, for some pension plans, benefits are also based on the employee’s annual earnings. The net cost of our pension and other post-retirement benefit plans is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate, the long-term rate of asset return, and current rate trends. A portion of these costs is not recognized in net income in the year incurred because it is allocated to product costs and reflected in inventory at the end of a reporting period.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included elsewhere in this prospectus for additional details regarding recent accounting pronouncements.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition, or results of operations, other than its impact on the general economy. Nonetheless, if our costs were to become subject to inflationary pressures, we might not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Interest Rate Risk and Market Risk

Our cash equivalents and marketable securities are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. As of December 31, 2021, a hypothetical 10% change in interest rates would not have had a material impact on the value of our cash and cash equivalents.

 

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We are also subjected to interest rate exposure on interest rates on our debt. Interest rate risk is highly sensitive due to many factors, including domestic and foreign monetary and tax policies, U.S. and international economic factors and other factors beyond our control. Substantially all our debt bears interest equal to the LIBOR or EURIBOR rates plus a margin. As of December 31, 2021, we had a total outstanding debt balance of $50.5 million, net of $0.4 million of deferred financing costs. Based on the amounts outstanding, a 100-basis point increase or decrease in market interest rates over a twelve-month period would not result in a material change to our interest expense due to our interest rate swap derivative financial instruments. Our interest rate swaps effectively fixed the interest rate on our debt. The swaps currently have a higher notional value than the outstanding debt, which effectively mitigates our exposure to variability in interest rates.

Foreign Currency Exchange Rate Risk

Our reporting and functional currency is the U.S. dollar, and the functional currency of our foreign subsidiaries is their respective local currencies. Our consolidated results of operations and cash flows are therefore subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. We conduct transactions denominated in foreign currencies including the EUR, RMB, GBP and JPY. The assets and liabilities of each of our foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss. Gains or losses due to transactions in foreign currencies are included in other income in our consolidated results of operations.

The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in foreign currency exchange rates. In the event our foreign currency denominated assets, liabilities, net sales, or expenses increase, our results of operations may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. To date we have not engaged in the hedging of foreign currency transactions, although we may choose to do so in the future. A hypothetical 10% change in the relative value of the U.S. dollar to other currencies during any of the periods presented would not have had a material effect on our consolidated financial statements.

JOBS Act

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

 

   

the option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

 

   

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

 

   

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

 

   

exemptions from the requirements of holding nonbinding, advisory stockholder votes on executive compensation or on any golden parachute payments not previously approved.

 

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We will remain an emerging growth company until the earliest to occur of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion; (ii) the date that we become a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide may be different than the information you receive from other public companies in which you hold stock.

An emerging growth company can also take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. As such, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, our operating results and financial statements may not be comparable to the operating results and financial statements of companies who have adopted the new or revised accounting standards.

As a result of these elections, some investors may find our Class A common stock less attractive than they would have otherwise. The result may be a less active trading market for our Class A common stock, and the price of our Class A common stock may become more volatile.

 

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BUSINESS

Our Purpose

We are a company that has been forged on, and has pushed the boundaries of, the credo of our founder, Henry Engelhard Steinway: “To build the best piano possible.” Since 1853, generation after generation, we have made and continue to make what we believe are the world’s finest musical instruments. With this expertise and heritage, we believe that we have created and sustained one of the best regarded luxury brands in the world. We strive to further our legacy by advancing the standards of modern musical instrument manufacturing with our enduring dedication to quality, artisanship, elegance, style and beauty.

Our masterfully crafted pianos are designed to meet the demands of a diverse range of music enthusiasts—from providing renowned concert pianists and pop culture icons, including Lang Lang, Yuja Wang and Billy Joel, an instrument to fully express their indelible artistry, to encouraging early-stage learners discovering the first joys of piano playing, to inspiring the most discerning listeners with the distinct musical experience of a Steinway Spirio piano in their own home, which we believe is indistinguishable from a live performance. Our ultimate goal is to foster and enrich the global musical community by continuing to provide the world’s finest pianos and musical instruments shaped by our unwavering commitment to innovation, improvement and technological preeminence.

Who We Are

We are a leading manufacturer of high-performance musical instruments, boasting a brand renowned worldwide. Steinway is one of the longest-lasting and most storied brands in the music industry and beyond.

Our legacy began in 1853 in New York City when German immigrant Henry Engelhard Steinway developed the first Steinway piano in a Manhattan loft on Varick Street. Over the next thirty years, Henry and his sons laid the foundation for modern grand piano building. They built their instruments one at a time, applying skills handed down from master to apprentice, generation after generation, and we have followed in their footsteps ever since.

Thereafter, our innovative designs, attention to detail and exacting quality have redefined and broken new ground in the market for ultra-premium pianos. With our 169-year history, we believe that we have been setting the standard for innovation in our industry for longer than most public companies have been in existence.

We produce a full line of grand and upright acoustic pianos at our manufacturing facilities in Astoria, New York; and Hamburg, Germany. We also offer exclusive, limited-edition pianos, as well as unique, fully customized models for the most discerning customers. We have mastered the end-to-end process that brings a Steinway piano to market, and we own and perfect each of the key components that complete our brand. At each step, our highly-trained craftsmen ensure that every Steinway piano meets our high standard of excellence.

In addition to our long history of craftsmanship, we continue to innovate and integrate state-of-the art technology into our timeless foundation. In 2015, we introduced the Steinway Spirio, which we believe is the world’s finest high-resolution player piano. A masterpiece of artistry and engineering, Spirio pianos, playable like any other Steinway piano, also play themselves, enabling consumers to enjoy recorded performances by renowned pianists in their own homes, with what we believe to be the same nuance, power and passion as a live performance. In 2019, we further advanced our technology and offerings by introducing Spirio | r, which enables recording and high-resolution editing in addition to

 

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playback capabilities. In 2021, we launched our Spiriocast software feature, which permits customers to instantly stream live performances, synched with video and audio, from one Spirio | r piano to others across the world.

The Spirio piano significantly expands our potential target market to include non-piano players and enhances our relevance to recreational music consumers, as well as amateur and professional musicians. Furthermore, Spirio pianos sell at a premium to our traditional Steinway piano models. Sales of our Spirio and Spirio | r pianos have grown to represent approximately 32% of our total Piano segment net sales for fiscal year 2021, increasing our average selling price and improving our gross profit margin as a result. In creating and continuously adding to our expansive Spirio library, we regularly engage with a wide range of artists to record new tracks, strengthening our connection to a diverse community of professional artists. Spirio strengthens our brand by appealing to luxury consumers and reinforcing our reputation for quality and innovation.

A deep connection to the artist community has been at the core of our identity since our founding. For decades, we have used our Steinway Artist program to cultivate special relationships with the best pianists from a wide array of genres. This program forms a celebrated community of approximately 1,900 of today’s most acclaimed pianists, including Martha Argerich, Ahmad Jamal, Billy Joel, Diana Krall, Charlie Puth and Yuja Wang. These and other musical greats consistently choose Steinway when performing on the biggest stages. In fact, approximately 97% of pianists chose a Steinway piano when performing with orchestras across the globe during the 2018–2019 concert season, which was the last full concert season prior to the date of this prospectus due to the COVID-19 pandemic. Each Steinway Artist is vetted through a highly selective process. To be considered for that process, they must independently own a Steinway piano; we do not provide a piano to our Steinway Artists in exchange for an endorsement. We believe the timeless quality and excellent performance of Steinway pianos are recognized and appreciated by artists across generations, geographies and cultures, with pianists in orchestras on every continent performing on Steinway pianos.

We also invest in building relationships with the next generation of artists through our All-Steinway school program. This program partners with over 220 institutions and schools across the globe to provide students and faculties with our high-quality pianos. By furnishing these institutions and schools exclusively with Steinway and Steinway-designed instruments, we enable our All-Steinway schools to offer premier music education on some of the finest piano models.

Our pianos are sold through 33 company-owned retail showrooms, strategically located across the world. This direct-to-consumer channel allows us to fully manage the luxury customer experience and our brand narrative. We also distribute our pianos through a global, expansive network of approximately 180 experienced dealers with intimate local market knowledge and close ties to local musical communities. Our comprehensive product portfolio allows us to serve as an exclusive supplier to many of our Steinway dealers. We seek to further optimize our distribution through ongoing retail showroom expansion in regions where we see opportunity for growth or improved performance. We continue to support dealer initiatives and implement unique distribution methods to reach smaller, previously untouched markets, including through our team of Educational Sales Managers that travel and sell direct to institutions and customers in territories not represented by a retail store or a dealer.

In addition to our ultra-premium piano offerings under our Steinway brand and our mid-range offerings under our Boston and Essex brands, we also sell musical instruments and accessories through our Band segment under our highly regarded Conn-Selmer umbrella of brands. For over 100 years, Conn-Selmer’s complete lines of brass, woodwind, percussion and string instruments, including Bach trumpets, C.G. Conn French horns, King trombones, Selmer saxophones, and Ludwig percussion instruments, have shaped the musical landscape through innovation and sophisticated musical performance. The C.G. Conn brand, with a legacy in music education, has been and continues

 

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to be one of the top choices for educators and marching band programs in the United States today. Most top orchestras and symphonies carry the sound of our Bach brass instruments. Ludwig, one of the world’s most recognized names in drums, is a leading fixture on the marching field and on rock-and-roll’s biggest stages. As such, our Conn-Selmer division caters to around 1,300 notable percussion, brass, and woodwind artists, including drummers such as Anderson Paak, Questlove and Alex Van Halen; saxophonist Kenny Garret; and trumpet players Sean Jones, Rashawn Ross and Michael Sachs.

We operate in two reporting segments, Piano (Steinway & Sons) and Band (Conn-Selmer). In fiscal year 2021, our Piano and Band segments generated net sales of $406.6 million and $131.7 million, respectively, up from $317.4 million and $98.4 million, respectively, in the prior fiscal year. In fiscal year 2021, our Piano and Band segments generated Adjusted EBITDA of $106.8 million and $10.7 million, respectively, up from $72.1 million and $4.9 million, respectively, in the prior fiscal year. Below is a breakdown of our consolidated net sales and Adjusted EBITDA by segment for fiscal year 2021.

 

2021 Consolidated Net Sales    2021 Consolidated Adjusted EBITDA

 

 

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For a reconciliation of Adjusted EBITDA to its most directly comparable GAAP financial measure, information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Our Piano segment primarily includes sales of pianos offered under the Steinway brand as well as our Boston and Essex brands. Boston and Essex pianos are designed and engineered using the Steinway experience, expertise, specifications, and patents to achieve optimal performance. Boston and Essex models are built in Asia to maximize manufacturing efficiencies, but benefit from Steinway & Sons’ quality control and oversight. Boston competes in the upper-middle market segment, while Essex participates in the middle market segment. Both provide a level of performance and quality that we believe is highly favorable to others competing in their respective price ranges, giving a wide range of consumers access to pianos with genuine world-class tone and responsiveness.

The Boston and Essex lines provide a broader range of consumers with an introduction into the Steinway & Sons family. Our Boston and Essex pianos come with the Steinway Promise—a trade-up program that varies across regions and channels but generally allows Boston and Essex pianos to be traded up for more expensive Steinway pianos, with a trade-in credit up to an amount equal to the original purchase price. This trade-in option allows our company to increase market share over time as our customers enter our community on lower-priced models, before trading up to our higher-priced models as they acquire wealth. With this family of products, we can offer our dealers a full line of our products at multiple price points, enabling us to replace lower priced product lines and to facilitate more

 

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exclusive arrangements with our dealers. This comprehensive suite of piano offerings has also allowed us to better penetrate schools and music learning centers and add to our list of All-Steinway Schools. Our Boston line in particular has been utilized by prominent institutions to build a strong foundation for a quality music education.

For fiscal years 2021 and 2020, approximately 69% and 67%, respectively, of net sales in the Piano segment were under the Steinway brand.

 

 

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Our Band segment manufactures, markets and distributes a diverse portfolio of instruments and brands for student, amateur and professional use that have leading market shares in each of their musical instrument categories, including brass (trumpets, trombones, French horns), woodwinds (saxophones, flutes, clarinets), percussion (drums) and strings (violins, cellos, bass).

Through the Conn-Selmer family of brands, we offer a portfolio of individual brands that represent innovation, entrepreneurship and a focus on musical excellence. Emphasizing quality craftsmanship above all else, Conn-Selmer operates U.S. production facilities in Elkhart, Indiana; Eastlake, Ohio; and Monroe, North Carolina to create exceptional instruments.

Over 50% of Conn-Selmer sales in fiscal year 2021 were generated through our preferred dealer network to schools and families who participate in beginning music education programs. Of the remaining sales, many are used by students in marching bands, concert bands, orchestras, and other school-related performances. Our Conn-Selmer Division of Education was created to proactively engage with music students and educators and has become an industry leader in providing programs, services, and advocacy tailored to the growth and development of music education worldwide. Our educational team is committed to ensuring that every student and educator not only has access to a quality music education and support for their professional development, but also to the tools necessary to help them achieve their highest musical potential.

 

 

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Our business is global and aims to serve consumers wherever they are. As of fiscal year end 2021, we distributed our instruments in approximately 88 countries throughout the Americas, the APAC region and the EMEA region. Below is a geographic breakdown of our consolidated net sales for fiscal year 2021.

 

2021 Consolidated Net Sales

 

 

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We were acquired by John Paulson and certain affiliated entities in 2013, and under John Paulson’s stewardship, we have increased our commitment to quality while honoring our legacy, expanding our business, and strengthening our technological capabilities. As a custodian of Steinway, John Paulson has focused on investing in our business, including in technology, company-owned showrooms, our manufacturing processes and machinery, and in training our workforce to create a stronger team. We believe that these commitments have made us better equipped than ever before to bolster our reputation as one of the industry’s finest musical instrument manufacturers. Over the course of the last decade, we have strategically expanded the international scope of our business, launched our Spirio technology, earned 18 new patents, and improved manufacturing quality. The results of these initiatives are reflected in our growth over the past few years, during which time we have grown our APAC region net sales at a 16.1% CAGR from fiscal year 2016 to fiscal year 2021, released Steinway Spirio and Spirio | r player pianos and also the Spiriocast feature for Spirio | r models, built a team dedicated to limited-edition and bespoke pianos, and implemented manufacturing advances, such as the adoption of new machinery in our factories that raise our standards of precision and quality even higher than previously possible.

To push our boundaries and build on the strong foundation laid over a century ago, we operate with six primary objectives and guiding principles:

 

   

Advance excellence in manufacturing and strive to consistently improve quality so that the newest Steinway remains the best Steinway.