EX-99.1 2 sggh-ex991_201406309.htm EX-99.1

 

Exhibit 99.1

Signature Group Holdings, Inc. Reports Second Quarter 2014 Results

-Operating Costs Drop 19.8%-

-Industrial Supply Net Sales Increase 7.4%-

-Cash Position Increases while Debt Decreases $2.1 Million-

SHERMAN OAKS, Calif., August 7, 2014 – Signature Group Holdings, Inc. (OTCQX: SGGH) today reported financial results for its second quarter ended June 30, 2014.

Signature posted a net loss of $0.5 million in the second quarter of 2014, or $(0.04) per share, an improvement of $1.4 million from the $1.9 million net loss, or $(0.16) per share, reported in the second quarter of 2013. Sequentially, net earnings were lower by $0.6 million compared to the first quarter of 2014, however, adjusting for the one-time positive litigation settlement in the prior quarter, the second quarter loss was a $0.9 million improvement over the first quarter.  

“The fundamentals of our Company continue to improve,” stated Chairman and CEO Craig Bouchard. “The cash position of the Company rose during the past quarter, which was not easy to accomplish. We are in active discussions to significantly grow the Company.”

Second Quarter 2014 Results  

Loss from continuing operations was $0.7 million in the second quarter of 2014, compared to $2.0 million in the second quarter of 2013 and $1.2 million in the first quarter of 2014. Excluding the impact of a noncash goodwill impairment charge, the loss from continuing operations in the second quarter of 2014 was $0.3 million. The improvement on a sequential basis was largely due to increased earnings from Industrial Supply during the seasonally stronger second quarter and reduced selling, general and administrative expenses in Corporate and Other from lower compensation and professional fees. Year over year comparisons are not meaningful given the significant change in our results of operations following the sale of the residential real estate loans in the second quarter of 2013 and the changes in our warrant liability.

Earnings from discontinued operations was $0.2 million in the second quarter of 2014. We continued to make progress in reducing our outstanding legacy litigation matters.

As of June 30, 2014, the Company had $44.8 million in cash and cash equivalents; $53.5 million of working capital; and $16.2 million of total debt.  

 

About Signature Group Holdings, Inc.  

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

Cautionary Statement Regarding Forward-Looking Statements

This earnings release contains forward-looking statements, which are based on our current expectations, estimates, and projections about the Company’s businesses and prospects, as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will,” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements include, but are not limited to, statements about the Company’s expansion and business strategies and anticipated growth opportunities and the amount of fundraising necessary to achieve it, as well as future performance, growth, operating results, financial condition and prospects. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to the demand for Industrial Supply’s products; the Company’s ability to successfully identify, consummate and integrate the acquisitions of other businesses; changes in business or other market conditions; the difficulty of keeping expense growth at modest

 


 

levels while increasing revenues; the Company’s ability to successfully defend against current and new litigation matters as well as demands by investment banks for defense, indemnity, and contribution; obtaining the expected benefits of the reincorporation; and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.  

Contact  

Signature Group Holdings, Inc.  

Jeff Crusinberry, SVP and Treasurer  

(805) 435-1255  

investor.relations@signaturegroupholdings.com  

(Tables follow)

 

* * *


 


 

Signature Group Holdings, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(Dollars in thousands, except per share amounts)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Supply

 

$

10,152

 

 

$

9,452

 

 

$

18,378

 

 

$

17,823

 

Signature Special Situations

 

 

42

 

 

 

5,414

 

 

 

84

 

 

 

6,617

 

Corporate and Other

 

 

 

 

 

14

 

 

 

 

 

 

32

 

Total operating revenues

 

 

10,194

 

 

 

14,880

 

 

 

18,462

 

 

 

24,472

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

6,560

 

 

 

6,005

 

 

 

12,295

 

 

 

11,297

 

Selling, general and administrative

 

 

3,513

 

 

 

5,856

 

 

 

7,401

 

 

 

9,499

 

Interest expense

 

 

241

 

 

 

1,016

 

 

 

487

 

 

 

2,007

 

Amortization of intangibles

 

 

341

 

 

 

413

 

 

 

606

 

 

 

825

 

Total operating costs

 

 

10,655

 

 

 

13,290

 

 

 

20,789

 

 

 

23,628

 

Operating loss

 

 

(461

)

 

 

1,590

 

 

 

(2,327

)

 

 

844

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of

   common stock warrant liability

 

 

200

 

 

 

(3,700

)

 

 

1,000

 

 

 

(5,150

)

Goodwill impairment

 

 

(400

)

 

 

 

 

 

(400

)

 

 

 

Other, net

 

 

14

 

 

 

86

 

 

 

44

 

 

 

101

 

Total other income (expense)

 

 

(186

)

 

 

(3,614

)

 

 

644

 

 

 

(5,049

)

Loss from continuing operations before income taxes

 

 

(647

)

 

 

(2,024

)

 

 

(1,683

)

 

 

(4,205

)

Income tax expense

 

 

18

 

 

 

15

 

 

 

209

 

 

 

92

 

Loss from continuing operations

 

 

(665

)

 

 

(2,039

)

 

 

(1,892

)

 

 

(4,297

)

Loss from discontinued operations, net of income taxes

 

 

163

 

 

 

115

 

 

 

1,503

 

 

 

(393

)

Net loss

 

 

(502

)

 

 

(1,924

)

 

 

(389

)

 

 

(4,690

)

Net loss attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Signature Group Holdings, Inc.

 

$

(502

)

 

$

(1,924

)

 

$

(389

)

 

$

(4,690

)

LOSS PER SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.05

)

 

$

(0.17

)

 

$

(0.15

)

 

$

(0.37

)

Discontinued operations

 

 

0.01

 

 

 

0.01

 

 

 

0.12

 

 

 

(0.03

)

Basic and diluted loss per share

 

$

(0.04

)

 

$

(0.16

)

 

$

(0.03

)

 

$

(0.40

)


 


 

Signature Group Holdings, Inc.

 

 

 

 

 

 

 

 

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

(Dollars in thousands)

 

2014

 

 

2013

 

ASSETS

 

(Unaudited)

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

44,844

 

 

$

47,913

 

Restricted cash

 

 

784

 

 

 

2,805

 

Trade accounts receivable, net

 

 

4,869

 

 

 

3,737

 

Inventory

 

 

11,614

 

 

 

10,777

 

Other current assets

 

 

716

 

 

 

902

 

Current assets of discontinued operations

 

 

144

 

 

 

223

 

Total current assets

 

 

62,971

 

 

 

66,357

 

Intangible assets, net

 

 

2,282

 

 

 

2,904

 

Goodwill

 

 

17,780

 

 

 

18,180

 

Other noncurrent assets

 

 

2,712

 

 

 

2,682

 

TOTAL ASSETS

 

$

85,745

 

 

$

90,123

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Trade payables

 

$

3,622

 

 

$

3,228

 

Line of credit

 

 

750

 

 

 

500

 

Long-term debt due within one year

 

 

3,800

 

 

 

3,600

 

Other current liabilities

 

 

1,070

 

 

 

1,094

 

Current liabilities of discontinued operations

 

 

230

 

 

 

2,264

 

Total current liabilities

 

 

9,472

 

 

 

10,686

 

Long-term debt

 

 

11,650

 

 

 

13,600

 

Common stock warrant liability

 

 

8,300

 

 

 

9,300

 

Other noncurrent liabilities

 

 

96

 

 

 

119

 

Noncurrent liabilities of discontinued operations

 

 

6,000

 

 

 

6,500

 

TOTAL LIABILITIES

 

 

35,518

 

 

 

40,205

 

TOTAL STOCKHOLDERS' EQUITY

 

 

50,227

 

 

 

49,918

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

85,745

 

 

$

90,123

 

 


 


 

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

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

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

The following table presents our reconciliation of loss from continuing operations to EBITDA and Adjusted EBITDA from continuing operations for the three and six months ended June 30, 2014 and 2013:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(Dollars in thousands, except per share amounts)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Loss from continuing operations

 

$

(665

)

 

$

(2,039

)

 

$

(1,892

)

 

$

(4,297

)

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

 

241

 

 

 

1,016

 

 

 

487

 

 

 

2,007

 

Taxes

 

 

18

 

 

 

15

 

 

 

209

 

 

 

92

 

Depreciation

 

 

38

 

 

 

25

 

 

 

69

 

 

 

45

 

Amortization of intangibles

 

 

341

 

 

 

413

 

 

 

606

 

 

 

825

 

EBITDA from continuing operations

 

 

(27

)

 

 

(570

)

 

 

(521

)

 

 

(1,328

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of

   common stock warrant liability

 

 

(200

)

 

 

3,700

 

 

 

(1,000

)

 

 

5,150

 

Share-based compensation

 

 

232

 

 

 

574

 

 

 

749

 

 

 

946

 

Accretion of discounts

 

 

 

 

 

(57

)

 

 

 

 

 

(169

)

Amortization of other capitalized costs

 

 

17

 

 

 

18

 

 

 

35

 

 

 

36

 

Gain on sale of loans

 

 

 

 

 

(5,026

)

 

 

 

 

 

(5,026

)

Inventory impairment

 

 

 

 

 

 

 

 

432

 

 

 

 

Goodwill impairment

 

 

400

 

 

 

 

 

 

400

 

 

 

 

Incremental professional fees related to the

   Reincorporation and proxy contests

 

 

32

 

 

 

1,791

 

 

 

99

 

 

 

1,800

 

Total adjustments

 

 

481

 

 

 

1,000

 

 

 

715

 

 

 

2,737

 

Adjusted EBITDA from continuing operations

 

$

454

 

 

$

430

 

 

$

194

 

 

$

1,409