Signature Group Holdings, Inc. reported results of operations for the quarter ended March 31, 2012.
Overview of Presentation:
The presentation of the financial information in this earnings release will at times reflect our "continuing operations" and our "discontinued operations." The Company's "continuing operations" present the financial condition and results of operations for the assets, liabilities, businesses and operations that are consistent with Signature's current business strategy. The Company's "discontinued operations" present the financial condition and results of operations for the assets, liabilities, businesses and operations that were sold or discontinued by Fremont General Corporation, and its former subsidiary Fremont Investment & Loan, which was the Company's name prior to its reorganization on June 11, 2010.
Results of Operations:
Signature reported a $1.2 million net loss, or $0.01 per basic and diluted share, for the quarter ended March 31, 2012, as compared to a $4.2 million net loss, or $0.04 per basic and diluted share, for the quarter ended March 31, 2011. The decrease in our net loss is primarily related to an increase in earnings from discontinued operations, net of income taxes of $4.1 million, partially offset by a $1.1 million increase in loss from continuing operations as discussed further herein.
The Company's total revenues together with other income (expense) increased for the quarter ended March 31, 2012 to $8.7 million from continuing operations and $3.5 million from discontinued operations, as compared with total revenues and other income of $1.8 million from continuing operations and $1.6 million from discontinued operations for the quarter ended March 31, 2011.
Basic and diluted loss per share from continuing operations was $0.03 for the quarter ended March 31, 2012, compared to $0.02 for the quarter ended March 31, 2011. Basic and diluted earnings per share from discontinued operations was $0.02 for the quarter ended March 31, 2012, compared to a loss per share of $0.02 for the quarter ended March 31, 2011.
Results of continuing operations:
Signature reported a loss from continuing operations of $2.9 million for the quarter ended March 31, 2012, as compared to a $1.8 million loss for the quarter ended March 31, 2011. The $1.1 million increase in loss from continuing operations is primarily related to a $1.9 million increase in compensation expense primarily associated with NABCO, which was not included in our results of operations in the prior period in 2011, and the conversion from an external to an internal management structure, whereby employee expenses are now included in compensation rather than management fees included in selling, general, and administrative expense; a $0.7 million increase in professional fees primarily associated with the Company's 2011 audit and various legal matters in which the Company is engaged; a $0.6 million increase in amortization of intangibles; a $0.2 million increase in selling, general and administrative expense; a $0.2 million increase in interest expense; and a decrease in total other income (expense) of $1.2 million; offset by increases in net sales and cost of goods sold of $8.1 million and $4.6 million, respectively, primarily related to sales at NABCO; and a $0.4 million decrease in reorganization items, net.
NABCO continued to produce strong operating results, generating net earnings of $0.7 million and Adjusted EBITDA of $2.1 million for the quarter ended March 31, 2012, on net sales of $7.8 million. The net sales in 2012 represent a 14.9% increase over the $6.8 million of net sales NABCO generated in the quarter ended March 31, 2011, as reported by NABCO prior to its acquisition by Signature. As part of its strategy to be a critical supplier for its customers, during the quarter, NABCO introduced a new product line, fusible panel switches, to complement its current circuit breaker offerings. Sales of fusible panel switches represented less than 1% of NABCO's total sales during the quarter.
During the first quarter of 2012, Cosmed, Inc. ("Cosmed") reported a $0.1 million net loss and an Adjusted EBITDA loss of $0.1 million on net sales of $0.2 million. Sales were down substantially from the first quarter of 2011 when Cosmed was fulfilling large, initial orders from new mass merchandising customers, who Cosmed is no longer supplying. Compared to the fourth quarter of 2011, sales increased slightly as the brand moved back into higher-end retail and beauty outlets. Management is continuing to develop the brand's marketing and distribution channels, including the exploration of various joint ventures.
Signature Special Situations reported net earnings of $0.7 million for the quarter ended March 31, 2012, as compared to $0.2 million for the quarter ended March 31, 2011. Interest income totaled $0.9 million for the quarter ended March 31, 2012, a $0.7 million increase over the $0.2 million reported for the quarter ended March 31, 2011. The increase in interest income is primarily related to an increase of average interest-earning assets held in the quarter ended March 31, 2012 to $17.9 million, compared to $6.7 million of average interest-earning assets held during the quarter ended March 31, 2011.
The average yield, or annualized interest income divided by average interest-earning assets, was 19.5% in the quarter ended March 31, 2012, compared to 9.9% in the quarter ended March 31, 2011. During the current quarter, Signature Special Situations acquired corporate bonds with a par value of $6.2 million, paying interest at 13.25% per annum, for $2.6 million.
Additionally, Signature Special Situations restructured the senior debt instruments of one of its borrowers during the quarter. On March 30, 2012, the debtor under the senior debt instruments surrendered all of its assets in full satisfaction of the obligation to Signature, with a carrying value of approximately $4.0 million, and the surrendered assets were sold to a newly-capitalized company managed and controlled by the original founder of the business who sold his interests in the company in 2000.
In conjunction with the asset sale, Signature Special Situations provided a $7.0 million secured revolving line of credit to the new company and a $1.0 million secured term loan with interest rates at the prime rate plus 2.75%, with a floor of 5.75%, and also received 4.00% cumulative preferred stock, with a stated value of $2.0 million that is convertible to 45% of the common stock of the new debtor on a fully-diluted basis. No gain or loss was recorded on the transaction as the estimated fair value of assets received was equal to the carrying value of the loans prior to the asset surrender, plus the costs associated with the sale of the surrendered assets.
Our corporate and other segment presents the results of operations not included in the Company's four primary operating segments, Signature Special Situations, NABCO, Cosmed and discontinued operations. During the quarter ended March 31, 2012, the net loss in corporate and other increased $1.7 million to $4.2 million, as compared to the $2.4 million net loss reported for the quarter ended March 31, 2011. The $1.7 million increase is primarily attributable to a $1.5 million increase in compensation expense; and a $0.5 million increase inprofessional fees; offset by a $0.2 million increase in interest income.
Items impacting comparability of results from continuing operations:
Signature's NABCO and Cosmed operating subsidiaries resulted from business combinations completed by Signature in July 2011 and February 2011, respectively. In the quarter ended March 31, 2012, continuing operations included the results of operations from NABCO and Cosmed for the entire quarter, which provided $8.0 million of aggregate net revenues and other income and $7.0 million of operating expenses, including $0.6 million of intangible asset amortization. In the quarter ended March 31, 2011, continuing results of operations included no activity related to NABCO as it had not yet been acquired and only a partial quarter of results of operations from Cosmed, which commenced operations on February 18, 2011. Therefore, the results of operations for both NABCO and Cosmed for the quarter ended March 31, 2012 are not comparable to the results of operations for the quarter ended March 31, 2011.
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