Steinway Musical Instruments Inc. Ordina Reports Operating Results (10-K/A)

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Apr 29, 2011
Steinway Musical Instruments Inc. Ordina (LVB, Financial) filed Amended Annual Report for the period ended 2010-12-31.

Steinway Musical Instrum. has a market cap of $250.5 million; its shares were traded at around $20.78 with a P/E ratio of 31 and P/S ratio of 0.8.

Highlight of Business Operations:

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers and directors and persons who own more than 10% of the Company's Ordinary Common Stock to file reports of ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and 10% stockholders are required by the SEC to furnish the Company with copies of all Forms 3, 4 and 5 they file.

In fiscal 2010, base salaries for Named Executive Officers were in the range of 51-77% of their total cash and equity compensation (excluding benefits). Annual cash performance-based incentive compensation was in the range of 8-36% and long-term incentive compensation was in the range of 12-20% of total compensation.

Performance bonuses are awarded to the Chairman, CEO and other senior executive officers in accordance with the Company's or relevant business segment's bonus plan and individual performance with respect to each individual's goals and objectives, as determined by the Compensation Committee. Under the applicable plan, participants are assigned a target bonus for the plan year that is a percentage of their base salaries. Bonus payouts under the plan for the participants are based on whether the Company or relevant business segment meets or exceeds pre-established performance levels. The primary measure of performance is based on a return on assets ("ROA") percentage, which is calculated using EBITDA (earnings before net interest expense, income taxes, depreciation and amortization), as adjusted for atypical items, divided by assets employed, as defined. In addition to this formula, the Compensation Committee considers each individual's performance during the year and adjusts the bonus payment as appropriate. The Compensation Committee then makes an overall assessment and judgment about each executive officer's performance and considers prior year awards, internal equity, and the overall market competitiveness of each officer's total cash and total compensation to determine the amount of the incentive bonus award. Generally, an executive's target bonus is 25% of base salary based on these criteria. A higher percentage can be achieved should the performance of the business segment or Company exceed the pre-established performance levels. However, a maximum award payable is set at 250% of target to minimize risk associated with excessive variable compensation. In addition, the Compensation Committee has the discretion to grant bonuses during the year upon the achievement of major accomplishments that have or will have a significant positive impact on the Company and its operations.

In 2010, the performance of the band segment resulted in a bonus pool for key employees covered by that division's plan, including Mr. Stoner. The Company's corporate level ROA target for Messrs. Kirkland, Messina and Hanson was 15.0%, with a minimum of 10.0% for any payout, and the Company achieved an ROA of 8.1%. The piano segment's ROA target for Messrs. Kurrer and Hanson was 28.0%, with a minimum of 23.0% for any payout, and the segment achieved an ROA of 20.9%. The domestic piano division's ROA target for Mr. Losby was also 28.0%, with a minimum of 23.0% for any payout, and that division achieved an ROA of 12.3%. The higher ROA target for the piano segment reflects the fact that its bonus plan predates the Company's acquisition of Steinway & Sons. Accordingly, the piano ROA percentage is based on historic asset values unaffected by the step up in value associated with the application of purchase accounting, which is reflected in the Corporate level targets. Due to unique challenges associated with plant consolidations, the band segment's bonus formula was adjusted to be primarily based on EBITDA and then, if achieved, a secondary inventory level target. The band segment's EBITDA target for Mr. Stoner was $10.3 million, with a minimum of $8.2 million for any payout, and the segment achieved EBITDA of $12.0 million in 2010. The Compensation Committee, after considering the recommendations of Mr. Messina, the exceptional performance of senior management, the outstanding operating results achieved despite the difficult economic environment, and noting the Company's stock price had risen over 33% in 2010, authorized discretionary bonuses to the Company's management team, including Named Executive Officers.

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