LIFETIME BRANDS
ANNUAL REPORT 2017
Financial Highlights
NET SALES
IN MILLIONS
700
6
8
5
$
8
8
5
$
3
9
5
$
9
7
5
$
0
2014
2015
2016
2017
EBITDA(1)
IN MILLIONS
5
4
$
6
4
$
3
4
$
0
4
$
2014
2015
2016
2017
60
0
NET INCOME AND ADJUSTED NET INCOME(2)
IN MILLIONS
DILUTED INCOME PER COMMON SHARE AND
ADJUSTED DILUTED INCOME PER COMMON SHARE(2)
9
1
$
6
1
$
4
1
$
2
1
$
0
1
$
2
$
1
1
$
2
$
.
3
7
0
$
1
1
.
0
$
8
2
.
1
$
8
0
.
1
$
0
0
.
1
$
.
6
8
0
$
.
1
7
0
$
4
1
.
0
$
2014
2015
2016
2017
2014
2015
2016
2017
NET INCOME
ADJUSTED NET INCOME
DILUTED INCOME PER COMMON SHARE
ADJUSTED DILUTED INCOME PER COMMON SHARE
Year Ended December 31,
(in thousands, except per share data)
2017
2016
2015
2014
NET SALES
$579,476
$592,619
$587,670
$586,010
EBITDA(1)
$40,208
$46,481
$44,885
$42,542
NET INCOME
$2,154
$15,720
$12,278
$1,544
ADJUSTED NET INCOME(2)
$10,565
$18,623
$14,199
$10,263
DILUTED INCOME
PER COMMON SHARE
ADJUSTED DILUTED INCOME
PER COMMON SHARE(2)
$0.14
$0.71
$1.08
$1.28
$0.86
$0.11
$1.00
$0.73
(1) EBITDA IS A NON-GAAP FINANCIAL MEASURE THAT IS RECONCILED TO GAAP NET INCOME IN THE COMPANY’S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017.
(2) ADJUSTED NET INCOME IS A NON-GAAP FINANCIAL MEASURE THAT IS RECONCILED TO GAAP NET INCOME IN THIS ANNUAL REPORT.
Lifetime Brands is one of the
world’s leading designers,
developers, and marketers
of a broad range of branded
consumer products
used in the home.
Dear fellow shareholders:
As we write this letter, Lifetime Brands has
just entered a new and exciting phase in its
73-year history. On March 2, 2018, we completed
the acquisition of Filament Brands, creating a
premier consumer goods company with almost
$760 million in net sales, more than 20 leading
brands in 27 categories, and over 1,000 patents
worldwide. This truly is a transformational
transaction, integrating two of the most important
companies in our industry, and creating the
most powerful platform in housewares across all
channels, including e-commerce. Lifetime is now
a consequential consumer products company,
and North America’s #1 non-electric
housewares company.
The acquisition of Filament enhances our
business across multiple operational and financial
dimensions, creating a much larger and more
diversified business. Among the compelling
strategic and financial benefits are:
• Increased Scale: The acquisition gives Lifetime
added supply chain efficiencies, new distribution
channels, greater benefit from infrastructure and
SG&A costs, and a broader product portfolio.
On a pro forma basis, our combined net sales
for 2017 total $752 million, an increase of 30%;
EBITDA almost doubles to $82 million; and
EBITDA margin increases 400 basis points to 11%.
• New Sales Opportunities: The acquisition
creates new sales opportunities from key retailers
and geographic expansion, and additionally
unlocks new commercial opportunities. Filament’s
#1 position in non-traditional, high-growth
channels will help extend Lifetime’s reach into
important new segments, including wine and
bar, bath and kitchen measurement, and the
commercial channel, particularly the food service
industry. The commercial channel is especially
promising, as Lifetime has already developed
full lines of knives, kitchen tools and gadgets,
dinnerware and flatware for use in commercial
kitchens that can be distributed through
Filament’s distributor network.
Filament increase distribution outside of the U.S.
The combined company can better utilize the
existing foothold that Lifetime has created over
the past 10 years by investing in and directly
controlling distribution channels in key overseas
markets. This will allow us to gain market share
in selected overseas markets, and accelerate our
growth rate accordingly.
• Substantial Efficiencies: The Filament
acquisition will allow us to capitalize on Lifetime’s
significant investments in its sales, distribution,
sourcing and IT infrastructure. We expect run-
rate synergies of more than $8 million annually,
with the full benefit of our cost management
and operating discipline to be realized by 2019.
We also anticipate that we will create a more
cost-effective organization by combining R&D,
marketing, operations and workforces.
• Meaningfully Accretive: The transaction will
significantly increase EBITDA margins and, we
believe, earnings per share in the first full year
after the closing of the transaction. In a time of
tremendous industry change, with new challenges
confronting many players in the retail market,
we are now much better positioned to deliver
enhanced profitability, margins and cash flow.
• Strong Combined Leadership: The combined
skill set of the senior and middle management
teams that is created offers a leading ability
to grow and enhance efficiency and maximize
profitability so as to build a platform with
unparalleled capabilities in our industry. The
transaction unites the strengths of experienced
public company management and private equity
focus, including deep expertise in Lifetime’s
markets, customers and products, maximizing
cash flows and optimizing efficiency.
• Expanded and Committed Investor Base:
Filament’s former equity holder, Centre Partners,
a leading middle market private equity firm, now
owns 27% of Lifetime, and will continue that
ownership until at least the beginning of 2020.
At the same time, we plan to leverage Lifetime’s
international distribution capabilities to help
In short, the transaction we have just completed
has brought together two highly complementary
2
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT companies, and positions Lifetime with the scale,
brands and capabilities to compete — and win —
in today’s rapidly evolving global environment.
Not only do we have an expanded presence in
important markets around the world, we also have
the infrastructure to create more cutting-edge
products for consumers, and efficiently get them
to consumers worldwide, whether they shop at
brick-and-mortar retailers or online.
We have added Filament’s three master brands —
Taylor®, Chef’n® and Rabbit® — to Lifetime’s already
exceptional portfolio. With more brands, products,
and stronger distribution and marketing platforms,
we are positioned to deepen our partnership with
customers, build connections with consumers, and
forge partnerships in promising new channels. In
today’s highly competitive retail universe, there is
no substitute for being the most relevant supplier.
Approximately 80% of Lifetime’s sales now come
from owned or controlled rather than licensed
brands, giving us more control over our company’s
products and plans.
The combination of Filament’s marketing and
consumer engagement capabilities with Lifetime’s
expertise and sales, sourcing and IT infrastructure
creates a very powerful platform. Equally
important, the integration of our two organizations
is being executed by an outstanding management
team with a track record of successful acquisitions
and integrations. Over the past five years, we
successfully integrated nine acquired brands into
Lifetime’s portfolio, including Fitz and Floyd® in
September 2017, which, as planned, enhanced our
tableware sales in the fourth quarter. Over the
same period, Filament successfully folded five
acquired brands into Taylor® products to create
Filament Brands.
In recent months, Lifetime has been making
progress on other important initiatives as well.
In March, we substantially completed our move
into our new West Coast distribution facility.
A build-to-suit facility with modern earthquake-
resistant construction, it allows for higher
racking, thereby reducing its overall footprint.
The facility will accommodate all of Filament’s
inventory requirements.
We recently completed the consolidation of
Lifetime’s Netherlands operation, including its
distribution facilities, into the U.K., and are taking
many additional steps in our U.K. operations to
combine Kitchen Craft and Creative Tops to create
efficiencies, leverage the businesses’ customer
bases, and yield significantly improved results
for 2018. We are also continuing a successful
company-wide effort to eliminate less productive
SKUs to help improve inventory turns, an initiative
that we expect will provide substantial benefits in
2018 and beyond.
Together, we are entering an exciting new chapter
in Lifetime’s long history. We are proud to be a part
of this highly accomplished team, and look forward
to accelerating our growth plans, achieving
merger synergies, and creating value for all our
stakeholders.
Sincerely,
Jeffrey Siegel
Executive Chairman
Robert B. Kay
Chief Executive Officer
3
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT A global leader
Lifetime Brands is one of the world’s largest designers,
developers and marketers of branded housewares
products. Our products are available in 117 countries,
making us a truly worldwide business.
our products
are available in
117countries
North America
We are the #1 supplier of kitchenware
products, including kitchen tools and gadgets,
cutlery and cutting boards, tea kettles, food
thermometers and kitchen scales, and a leading
supplier of bakeware, oven-to-table serveware,
non-electric coffee makers, pantryware
and storage and organization products.
Lifetime is also the #1 supplier of tabletop
products, including dinnerware, flatware
and glassware, wine and bar accessories
and sterling silver giftware, and the
#1 supplier of bathroom scales.
We are a leading supplier of durable, stylish lunch
bags and lunch boxes, cooler bags, and portable
hydration products for hot and cold beverages.
4
We market our products under more than
two dozen well-known owned or controlled
brands that resonate with consumers. We
also develop and market products under key
licensed and retailers’ private label brands.
We are well known for our commitment to
innovation, and utilize more than 120 in-
house and independent designers, artists
and engineers, enabling us to introduce more
than 4,000 new products every year using
new technologies, materials and designs.
Lifetime’s customers include virtually all major
retailers that carry housewares products,
including brick-and-mortar retailers and online
retailers, as well as distributors serving the
commercial food service industry. Accordingly,
we reach consumers in every sector.
Several years ago, we committed to increasing
the availability of our products online, both
through Internet-only retailers and traditional
retailers’ websites. We have invested substantial
resources in people and data to support this
effort, and are very pleased with the results to
date. We also operate our own retail websites that
offer certain products directly to consumers.
We service our customers with a professional
in-house sales organization. Where appropriate,
we also utilize selected independent sales
representatives, agents and distributors.
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT
Built‰
Mikasa‰
Farberware‰
KitchenAid‰
5
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT B Y
6
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT We source our products from more than 800
factories located in Asia, Europe and North
America. We have more than 200 professionals
located in our Asia sourcing offices that
provide engineering, logistics and material
safety support, and perform product quality
and social compliance inspections utilizing
our proprietary Lifetime QM™ software.
Lifetime distributes its products from centers
in the United States, the United Kingdom and
China. In 2017, we opened a new 700,000
square foot build-to-suit warehouse in
California, replacing an existing facility.
We have a robust infrastructure that allows
us to efficiently manage our businesses and
seamlessly integrate acquired businesses.
sales by
product category
7%
bath & other
6%
commercial
4%
retail direct
53%
kitchenware
24%
tableware
7%
home solutions
International
International expansion has been at the heart
of Lifetime’s growth strategy for more than
a decade. Lifetime Brands Europe Limited,
comprising Kitchen Craft and Creative Tops, is
one of the largest housewares businesses in the
United Kingdom, with strong penetration into
Continental Europe and a robust export business
targeting rapidly growing markets across the
globe. In 2019, Lifetime Brands Europe will
open a new distribution center in Birmingham,
replacing five existing facilities. The new
warehouse will be fully operational early in 2020.
We also have strategic alliances with
companies in Mexico and Canada that are
trusted partners to key regional retailers.
Growth
Exceeding $75 billion in annual retail sales, the
housewares business in the United States is a
mature business, where opportunities for organic
growth primarily reflect the growth rate of GDP.
As such, we rely on market share gains and
acquisitions to drive growth. We have many years’
experience in identifying and executing acquisitions
and successfully integrating the acquired
businesses onto our platforms. Since 1986, we have
acquired more than 30 companies and businesses.
Our acquisition strategy
is focused on new
product categories, new
channels of distribution
and new geographies.
We have also acquired selected businesses in
existing categories and markets that added
meaningfully to our brand and product
portfolios. In 2017, we acquired the business
and assets of Fitz and Floyd, a respected
supplier of branded tabletop products
and decorative ceramic collections.
We also drive growth by leveraging our key
brands across markets and borders. We
successfully launched Kitchen Craft’s
Colourworks® brand in the United States, and
recently introduced our Farberware® and
Mikasa® brands into the United Kingdom, where
they have been well received. In 2018, Lifetime
Brands Europe expects to begin distributing
KitchenAid® kitchen tools and gadgets, and to
assume the distribution of the well-established
Maxwell & Williams™ line of tabletop products.
7
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT The transformational acquisition
of Filament Brands enhances
both margins and cash flow
Filament Brands
NET SALES(1)
$752M 30%
EBITDA(2)
The transformational acquisition
$82M
The transformational acquisition of Filament Brands,
of Filament Brands enhances
2x
both margins and cash flow
on a pro forma basis, enhances both margins and cash flow.
NET SALES(1)
$752M 30%
EBITDA(2)
$82M
2x
400 bps
EBITDA MARGIN
11%
EPS
MEANINGFULLY
ACCRETIVE
400 bps
In March 2018, Lifetime acquired Filament
Brands, a highly successful housewares company
with net sales of approximately $180 million.
The Filament acquisition marks a strong
transformation for Lifetime by expanding our
product portfolio customer base and significantly
enhancing our margins and cash flow.
EBITDA MARGIN
11%
EPS
MEANINGFULLY
ACCRETIVE
We expect to complete the integration of
Filament onto Lifetime’s platforms in 2018,
including transferring its inventory to our new
Rialto, California warehouse, and migrating
its business onto our SAP enterprise resource
planning system. These measures, along
with certain organizational realignments,
are expected to provide approximately $8
million in annualized expense savings.
In addition to these hard-dollar expense
savings, we foresee the acquisition
providing substantial ongoing benefits.
For the Filament businesses,
Lifetime’s robust infrastructure
provides a stronger base of
operations, and offers entrée
into international markets.
For Lifetime, the acquisition
provides access to new
channels of distribution,
and enhances the company’s
relevance to its customers.
The acquisition also introduces fresh yet
established brands like Taylor®, Chef’n®, and
Rabbit® to Lifetime’s already attractive product
category mix, which includes top brand names like
Farberware®, Mikasa®, KitchenAid®, Pfaltzgraff®,
BUILT®, Chicago Metallic™ and Copco®.
The company’s established salesforce already
reaches customers in every sector, from mass-
market national chains and supermarkets
to department stores to warehouse clubs,
to online and TV. The Filament acquisition
provides opportunities to forge even stronger
partnerships with leading retailers, including
Amazon, Walmart and Costco; as well as to
extend Lifetime’s reach to commercial food
service channels and to certain specialty
retailers where Filament is a strategic partner.
The acquisition also means expanding global
reach, with stronger marketing and consumer
engagement, greater dexterity in sales,
sourcing, and IT structure, and increased reach,
presence and success throughout the world.
(1) Year ended December 31, 2017 total sales includes LTM September 30, 2017 Filament sales of $177.7 million, pro forma for the Planet Box acquisition.
(2) LTM Pro Forma EBITDA is calculated as Lifetime Brands adjusted EBITDA for the year ended December 31, 2017, Filament calendarized FY2017 estimated
EBITDA of $34.5 million and $8.1 million of identified synergy opportunities.
8
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT Lifetime Next™
With Phase I and Phase II of Lifetime Next™, our
internal restructuring and cost-efficiency program,
now complete, this important ongoing initiative
continues to focus on organizational realignment,
reallocation of resources, streamlining processes,
increasing efficiencies and reducing costs.
Combined with the expense savings that
we expect to achieve from integrating
Filament onto Lifetime’s platforms, we foresee
improvements to profitability beginning in 2018,
with the full financial impact visible in 2019.
Chef’n‰
Taylor‰
9
LIFETIME BRANDS, INC. 2017 ANNUAL REPORT LIFETIME BRANDS, INC.
Supplemental Information
Reconciliation of GAAP to Non-GAAP Operating Results
(In thousands - except per share data)
Consolidated Adjusted EBITDA:
Net income as reported
Subtract out:
Undistributed equity in (earnings) losses, net
Add back:
2013
$
9,281
$
2013
5,354
2014
Year Ended December 31,
2015
(unaudited)
2016
2017
1,544
$
12,278
2014
Year Ended December 31,
2015
(unaudited)
(348)
6,724
$ 15,720
$
2,154
2016
(544)
2017
(379)
Consolidated adjusted EBITDA is a non-GAAP measure that the Company defines as net income, adjusted to exclude undistributed equity in (losses) earnings, income taxes, interest,
losses on early retirement of debt, depreciation and amortization, stock compensation expense, certain acquisition related expenses, non-cash gains or losses associated with the
Company’s foreign currency contracts and certain one-time cash charges such as restructuring expenses, non-restructuring severance expense and warehouse relocation expenses, as
shown in the tables above.
Year Ended December 31,
Consolidated adjusted EBITDA
$
$
Adjusted net income and adjusted diluted income per common share:
$
Net income as reported
9,281
$
1,544
$
12,278
Year Ended December 31,
$ 15,720
Net income as reported
Add back:
Subtract out:
Income tax provision
Interest expense
Undistributed equity in (earnings) losses, net
Financing expense
Depreciation and amortization
Income tax provision
Stock compensation expense
Interest expense
Loss on early retirement of debt
Financing expense
Intangible asset impairment
Depreciation and amortization
Contingent consideration
Stock compensation expense
Restructuring expenses
Loss on early retirement of debt
Permitted acquisition related expenses, net of recovery
Intangible asset impairment
Severance expense
Contingent consideration
Warehouse relocation
Restructuring expenses
Unrealized loss (gain) on foreign currency contracts
Permitted acquisition related expenses, net of recovery
Consolidated adjusted EBITDA
Severance expense
Warehouse relocation
Unrealized loss (gain) on foreign currency contracts
Adjustments:
Net income as reported
Adjustments:
Restructuring expenses
Acquisition related expenses, net of recoveries
Severance expenses
Warehouse relocation
Restructuring expenses
Unrealized loss (gain) on foreign currency contracts
Acquisition related expenses, net of recoveries
Depreciation expense adjustment
Severance expenses
Deferred tax expense (benefit) for foreign currency translation for Grupo
Warehouse relocation
Vasconia
Unrealized loss (gain) on foreign currency contracts
Loss on early retirement of debt
Depreciation expense adjustment
Contingent consideration
Deferred tax expense (benefit) for foreign currency translation for Grupo
Intangible asset impairment
Vasconia
Financing expenses
Loss on early retirement of debt
Impairment of Vasconia investment, net of tax
Contingent consideration
Vasconia recovery of value-added taxes, net of tax
Intangible asset impairment
Impairment of GS Internacional S/A
Financing expenses
Gain on sale of GS Internacional S/A
Impairment of Vasconia investment, net of tax
Transition tax on non-U.S. subsidiaries' earnings
Vasconia recovery of value-added taxes, net of tax
Re-measurement of U.S. deferred tax assets and liabilities
Impairment of GS Internacional S/A
Income tax effect on adjustments
Gain on sale of GS Internacional S/A
Transition tax on non-U.S. subsidiaries' earnings
Re-measurement of U.S. deferred tax assets and liabilities
Income tax effect on adjustments
Adjusted net income
Adjusted diluted income per share
Adjusted net income
Adjusted diluted income per share
$
$
9,281
9,175
4,847
5,354
-
10,415
9,175
2,881
4,847
102
-
-
10,415
-
2,881
367
102
1,056
-
-
-
-
367
-
1,056
43,478
-
-
-
2013
43,478
$
$
1,544
5,825
6,418
6,724
758
14,200
5,825
4,493
6,418
346
758
3,384
14,200
(3,450)
4,493
125
346
2,175
3,384
-
(3,450)
-
125
-
2,175
42,542
-
-
-
2014
42,542
2013
367
1,056
9,281
-
-
367
-
1,056
-
-
-
-
-
102
-
-
-
-
-
102
5,040
-
(740)
-
-
-
-
5,040
-
(740)
-
-
(610)
-
14,496
-
1.11
-
(610)
14,496
1.11
$
$
$
$
$
2014
125
2,175
1,544
-
-
125
-
2,175
-
-
-
1,063
-
346
-
(4,203)
3,384
1,063
758
346
-
(4,203)
-
3,384
6,012
758
-
-
-
-
-
6,012
(941)
-
10,263
-
0.73
-
(941)
10,263
0.73
$
$
$
$
$
$
12,278
6,627
5,746
(348)
154
14,203
6,627
5,286
5,746
-
154
-
14,203
816
5,286
437
-
(314)
-
-
816
-
437
(271)
(314)
44,614
-
-
(271)
2015
44,614
$
(unaudited)
$
2015
(unaudited)
437
(382)
12,278
-
-
437
-
(382)
-
-
-
1,303
-
-
-
821
-
1,303
154
-
-
821
-
-
-
154
-
-
-
-
-
-
(412)
-
14,199
-
1.00
-
(412)
14,199
1.00
$
$
$
$
$
$ 15,720
7,030
4,803
(544)
-
14,148
7,030
2,942
4,803
272
-
-
14,148
-
2,942
2,420
272
435
-
-
-
-
2,420
(745)
435
$ 46,481
-
-
(745)
2016
$ 46,481
2016
2,420
1,352
$ 15,720
-
-
2,420
(745)
1,352
1,241
-
-
517
(745)
272
1,241
-
-
517
-
272
-
-
-
-
-
-
(189)
-
-
-
-
-
(1,965)
(189)
$ 18,623
-
1.28
$
-
(1,965)
$ 18,623
1.28
$
$
2,154
9,032
4,291
(379)
-
14,165
9,032
3,390
4,291
110
-
-
14,165
-
3,390
1,024
110
2,616
-
321
-
667
1,024
2,817
2,616
$ 40,208
321
667
2,817
2017
$ 40,208
$
2,154
2017
$
1,024
2,616
2,154
321
667
1,024
2,817
2,616
-
321
667
(239)
2,817
110
-
-
-
(239)
-
110
-
-
-
-
-
-
-
-
338
-
2,981
-
(2,224)
-
$ 10,565
338
0.71
$
2,981
(2,224)
$ 10,565
0.71
$
Adjusted net income and adjusted diluted income per common share in 2013 excludes restructuring expenses, a write down in the Vasconia investment to fair value, Vasconia’s recovery
of value-added taxes, a loss on early retirement of debt related to the repayment of the Company’s Term Loan and acquisition related expenses. Adjusted net income and adjusted diluted
income per common share in 2014 excludes a credit for the reduction in fair value of certain contingent consideration obligations, a write down in the GS Internacional S/A investment
to fair value, intangible asset impairment, a loss on early retirement of debt related to the repayment of the Company’s Term loan, acquisition related expenses, financing expenses
related to the refinancing of indebtedness that was not completed and restructuring expenses. Adjusted net income and adjusted diluted income per common share in 2015 excludes
restructuring expenses, acquisition related expenses, the recovery of acquisition related expenses for an acquisition not completed, financing expenses, a fair value adjustment for certain
contingent consideration and deferred tax expense related to the Company’s equity earnings of Vasconia due to recording the tax benefit of cumulative translation losses through
other comprehensive income. Adjusted net income and adjusted diluted income per common share in 2016 excludes restructuring expenses, acquisition related expenses, a charge to
correct the accumulated depreciation balance relating to certain leasehold improvements at one of the Company’s U.S. warehouses, loss on early retirement of debt, the unrealized gain
on foreign currency contracts, the gain on the sale of GS International and deferred tax expense related to the Company’s equity earnings of Vasconia due to recording the tax benefit
of cumulative translation losses through other comprehensive income. Adjusted net income and adjusted diluted income per common share in 2017 excludes restructuring expenses,
acquisition related expenses, loss on early retirement of debt, non-restructuring severance expense, the unrealized loss on foreign currency contracts and deferred tax (benefit) expense
related to our equity earnings of Vasconia due to recording the tax benefit of cumulative translation gains through other comprehensive income (loss). Adjusted net income and adjusted
diluted income per common share in 2017 also excludes the impact of the transition tax and re-measurement of U.S. deferred tax assets and liabilities included in the income tax provision
as a result of the U.S. tax reform. The income tax effect on adjustments reflects the statutory tax rates applied on the adjustments.
Consolidated adjusted EBITDA, adjusted net income and adjusted diluted income per common share are non-GAAP financial measures. For purposes of Regulation G, a non-GAAP
financial measure is a numerical measure of a company’s 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 statements of income,
balance sheets, or statements of cash flows of the Company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most
directly comparable measure so calculated and presented. Pursuant to the requirements of Regulation G, the Company has provided a reconciliation of the non-GAAP financial measures
to the most directly comparable GAAP financial measures. These non-GAAP measures are provided because management of the Company uses these financial measures in evaluating
the Company’s on-going financial results and trends. Management uses this non-GAAP information as an indicator of business performance.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2017
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-19254
LIFETIME BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
11-2682486
(I.R.S. Employer
Identification No.)
1000 Stewart Avenue, Garden City, New York 11530
(Address of principal executive offices, including Zip Code)
(516) 683-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
(Title of each class)
The NASDAQ Global Select Market
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ☒
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 ☐
Non-accelerated filer ☐ (do not check if a smaller reporting company)
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of 12,313,851 shares of the voting common equity held by non-affiliates of the registrant as of June 30, 2017 was approximately
$223,496,396. Directors, executive officers, and trusts controlled by said individuals are considered affiliates for the purpose of this calculation and may not necessarily
be considered affiliates for any other purpose.
The number of shares of common stock, par value $.01 per share, outstanding as of March 2, 2018 was 20,540,268.
Parts of the registrant’s definitive proxy statement for the 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934 are incorporated by reference in Part III of this Annual Report.
DOCUMENTS INCORPORATED BY REFERENCE
LIFETIME BRANDS, INC.
FORM 10-K
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
3
7
23
23
24
24
25
26
28
48
49
49
49
52
52
52
52
52
52
52
1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of Lifetime Brands, Inc. (the “Company” and, unless the context otherwise requires, references to
the “Company” shall include its consolidated subsidiaries) contains “forward-looking statements” as defined by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include information concerning the Company’s and its subsidiaries’
plans, objectives, goals, strategies, future events, future revenues, performance, capital expenditures, financing needs and other
information that is not historical information. Many of these statements appear, in particular, under the headings Business and
Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 1 of Part I and Item 7 of
Part II, respectively. When used in this Annual Report on Form 10-K, the words “estimates,” “expects,” “anticipates,” “projects,”
“plans,” “intends,” “believes,” “may,” “should,” “seeks,” “potential” and variations of such words or similar expressions are intended
to identify forward-looking statements. All forward-looking statements, including, without limitation, the Company’s examination of
historical operating trends, are based upon the Company’s current expectations and various assumptions. The Company believes there
is a reasonable basis for its expectations and assumptions, but there can be no assurance that the Company will realize its expectations
or that the Company’s assumptions will prove correct.
There are a number of risks and uncertainties that could cause the Company’s actual results to differ materially from the forward-
looking statements contained in this Annual Report. Important factors that could cause the Company’s actual results to differ
materially from those expressed as forward-looking statements are set forth in this Annual Report, including the risk factors discussed
in Part I, Item 1A under the heading Risk Factors.
Except as may be required by law, the Company undertakes no obligation to publicly update or revise forward-looking statements
which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.
WHERE YOU CAN FIND OTHER INFORMATION
The Company is required to file its annual reports on Forms 10-K and quarterly reports on Forms 10-Q, and other reports and
documents as required from time to time with the United States Securities and Exchange Commission (the “SEC”). The Company also
maintains a website at http://www.lifetimebrands.com. Information contained on this website is not a part of or incorporated by
reference into this Annual Report. The Company makes available on its website the Company’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after
these reports are filed with or furnished to the SEC. Users can access these reports free of charge on the Company’s website. The
public may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street,
NE, Washington, DC 20549. Information may be obtained with respect to the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other
information regarding the Company’s electronic filings with the SEC at http://www.sec.gov.
2
PART I
Item 1. Business
OVERVIEW
The Company designs, sources and sells branded kitchenware, tableware and other products used in the home and markets its products
under a number of widely-recognized brand names and trademarks, which are either owned or licensed by the Company, or through
retailers’ private labels and their licensed brands. The Company’s products, which are targeted primarily towards consumer purchases
of moderately priced kitchenware, tableware and housewares, are sold through virtually every major level of trade. The Company
generally markets several lines within each of its product categories under more than one brand. The Company sells its products
directly to retailers (including through their Internet websites) and, to a lesser extent, to distributors. The Company also sells a limited
selection of its products directly to consumers through its own Internet websites. At the heart of the Company is a culture of
innovation. The Company expects to introduce approximately 4,000 new or redesigned products globally in 2018. Newly introduced
products generally reach their peak sales in 12 to 18 months.
The Company’s product categories include two categories of products used to prepare, serve and consume foods, Kitchenware
(kitchen tools and gadgets, cutlery, cutting boards, shears, cookware, pantryware, spice racks and bakeware) and Tableware
(dinnerware, stemware, flatware and giftware); and one category, Home Solutions, which comprises other products used in the home
(thermal beverageware, food storage, neoprene travel products and home décor).
The Company has a presence in international markets through subsidiaries and affiliate companies that are based outside of the United
States. Lifetime Brands Europe is comprised of the Kitchen Craft business, acquired in 2014, and Creative Tops, acquired in 2011.
Kitchen Craft is a leading supplier of kitchenware products and accessories in the U.K. and in over 80 countries. Creative Tops is a
supplier of private label and branded tableware products (including La Cafetière and Randwyck brands, acquired in 2014) in the U.K.
and other countries in Europe. The Company also has a subsidiary in China to supply kitchenware and tableware products to the
market and a subsidiary based in Hong Kong to facilitate the sale of its products to other parts of Asia and smaller markets elsewhere
in the world. The Company has a presence in Mexico and other parts of Latin America (excluding Brazil) through its 30% equity
interest in Grupo Vasconia, S.A.B. (“Vasconia”), a housewares company and aluminum manufacturer based in Mexico; and a strategic
alliance with a Canadian company to distribute many of the Company’s products in Canada.
The Company continually evaluates opportunities to expand the reach of its brands and to invest in other companies that operate
principally outside the United States and that own or license complementary brands. These opportunities involve risks as the industry
and foreign markets may not evolve as anticipated and the Company’s objectives may not be achieved.
In addition to seeking opportunities to expand the Company’s international footprint, the Company regularly evaluates potential
acquisitions of businesses or product lines to grow its product offerings and distribution in the United States market. In December
2012, the Company acquired Fred® & Friends, a business which designs and markets novelty housewares and other products under the
Fred® brand. The acquisition resulted in an expansion of the Company’s Kitchenware product category to include novelty kitchen
tools, tableware accessories, party goods, personal accessories and other products. In 2014, the Company acquired certain assets of
Built NY, a designer and distributor of brightly colored, uniquely patterned neoprene travel products, including bags, totes, cases and
sleeves, and acquired the business and assets of Empire Silver Company, a manufacturer of sterling silver and pewter giftware
products.
In 2016, the Company further expanded its brand portfolio through the acquisition of certain brands and certain other assets of Wilton
Armetale, the acquisition of certain assets of the Kitchen division of Focus Products Group, LLC, and the acquisition of the Copco®
product line. The Focus Products Group acquisition included kitchenware and bakeware products marketed under the Amco
Houseworks®, Chicago™ Metallic and Swing-A-Way® brands. The Copco® product line specializes in thermal and hydration
beverageware, tea kettles and kitchen organization products. In 2017, the Company acquired the Fitz and Floyd business. Fitz and
Floyd designs, sources, markets and distributes Fitz and Floyd® and other branded tabletop products and decorative ceramic
collections.
On December 22, 2017, the Company entered into a merger agreement (the “Merger Agreement”) by and among the Company,
certain of the Company’s wholly-owned subsidiaries created for the purpose of entering into the Merger Agreement and performing
the transactions contemplated thereby, Taylor Parent, LLC, a Delaware limited liability company (“Taylor Parent”) and Taylor
Holdco, LLC, a Delaware limited liability company (“Taylor”), providing for the acquisition of Taylor by the Company. At a special
meeting of stockholders held on February 28, 2018, stockholders approved the issuance of shares of common stock of the Company
pursuant to the Merger Agreement and the acquisition was completed on March 2, 2018. Taylor and its subsidiaries (dba Filament
Brands) primarily design, market and distribute consumer and food service precision measurement products, including kitchen scales,
thermometers and timers, bath scales, wine accessories, kitchen tools, hydration products and select outdoor products to major
retailers in the United States, Canada and select distributors throughout Europe and Asia. Taylor distributes products under the Taylor,
Salter, Springfield, HoMedics, Rabbit, Houdini, Metrokane, Mako, EatSmart, TravelWise, Chef’n, Vibe, d.stil, RBT and private label
3
brand names. The aggregate consideration for Taylor was approximately $297.3 million, including 5.6 million newly issued shares of
the Company’s common stock, with a value equal to $76.9 million.
The Company is a Delaware corporation, incorporated on December 22, 1983.
The Company’s top brands and their respective product categories as of December 31, 2017 are:
Brand
Farberware®
Mikasa®
KitchenAid®
Pfaltzgraff®
KitchenCraft®
Fitz and Floyd®
Sabatier®
Kamenstein®
BUILT NY®
MasterClass®
Fred®
LaCafetière®
Licensed/Owned
Licensed (1)
Owned
Licensed
Owned
Owned
Owned
Licensed
Owned
Owned
Owned
Owned
Owned
Product Category
Kitchenware
Tableware and Home Solutions
Kitchenware
Kitchenware, Tableware and Home Solutions
Kitchenware
Tableware
Kitchenware
Kitchenware
Home Solutions
Kitchenware
Kitchenware
Tableware
(1) The Company has a royalty free license to utilize the Farberware® brand for kitchenware and tableware products for a term that
expires in 2195, subject to earlier termination under certain circumstances.
With the exception of the Company’s sterling silver products, the Company sources almost all of its products from suppliers located
outside the United States, primarily in the People’s Republic of China. The Company manufactures its sterling silver products at a
leased facility in San Germán, Puerto Rico and fills canisters with spices and assembles spice racks at its owned Winchendon,
Massachusetts distribution facility.
BUSINESS SEGMENTS
The Company’s segments include three categories, U.S. Wholesale, International and Retail Direct. The U.S. Wholesale segment
includes the domestic operations of the Company’s primary business that designs, markets and distributes its products to retailers and
distributors. Certain business operations conducted outside the U.S., including Kitchen Craft and Creative Tops, are included in the
International segment. The Retail Direct segment is that in which the Company markets and sells a limited selection of its products
through its Pfaltzgraff, Mikasa, Fred and Friends, Built NY, Fitz and Floyd, Housewares Deals and Lifetime Sterling internet
websites. The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of
its operations.
Additional information regarding the Company’s reportable segments is included in Note K of the Notes to the Consolidated Financial
Statements included in Item 15.
CUSTOMERS
The Company’s wholesale customers include mass merchants, specialty stores, national chains, department stores, warehouse clubs,
supermarkets, off-price retailers, home and garden centers, pharmacies and Internet retailers.
The Company’s products are sold globally to a diverse customer base including mass merchants (such as Walmart and Target),
specialty stores (such as Bed Bath & Beyond and Dunelm), national chains (such as Kohl’s and JCPenney), department stores (such as
Macy’s, Belk and John Lewis), warehouse clubs (such as Costco, Sam’s Club and BJs), supermarkets (such as Stop & Shop, Meijer,
Winn-Dixie, Kroger, Tesco, Waitrose and Sainsbury’s), off-price retailers (such as TJX Companies, Ross Stores and Big Lots), home
and garden centers (such as TrueValue, ACE Hardware Stores and Wyevale), pharmacies (such as Walgreens) and Internet retailers
(such as Amazon). The Company also does business with independent retailers, including through business-to-business Internet sites
aimed at independent retailers.
The Company also operates its own consumer Internet sites that provide information about the Company’s products and offer
consumers the opportunity to purchase a limited selection of the Company’s products directly from the Company.
During the years ended December 31, 2017, 2016 and 2015, Wal-Mart Stores, Inc., including Sam’s Club and Asda Superstore,
(“Walmart”), accounted for 15%, 16% and 16% of consolidated net sales, respectively. During the year ended December 31, 2016,
4
Costco Wholesale Corporation, (“Costco”), accounted for 10% of consolidated net sales. No other customer accounted for 10% or
more of the Company’s net sales during these periods.
DISTRIBUTION
The Company sells its products directly to retailers and, to a lesser extent, to distributors. The Company also sells a limited quantity of
the Company’s products to individual consumers and smaller retailers through its own Internet sites. The Company operates
distribution centers at the following locations:
Location
Fontana, California (1) .....................................................................................
Rialto, California (1) ........................................................................................
Robbinsville, New Jersey ..............................................................................
Birmingham, England ....................................................................................
Winchendon, Massachusetts ..........................................................................
Corby, England ..............................................................................................
Medford, Massachusetts ................................................................................
Size
(square feet)
753,000
703,000
700,000
183,000
175,000
143,000
5,590
(1)
In February 2017 the Company entered into a lease agreement for warehouse and distribution space in Rialto, California. The
Company took possession of this facility in December 2017. The facility will serve as the Company’s West Coast distribution
facility primarily for its U.S. Wholesale segment and will replace the Company’s existing Fontana, California facility, the lease
for which expires in March 2018.
SALES AND MARKETING
The Company’s sales and marketing staff coordinates directly with its wholesale customers to devise marketing strategies and
merchandising concepts and to furnish advice on advertising and product promotion. The Company has developed many promotional
programs for use in the ordinary course of business to promote sales throughout the year.
The Company’s sales and marketing efforts are supported from its principal offices and showroom in Garden City, New York; as well
as showrooms in New York, New York; Medford, Massachusetts; Atlanta, Georgia; Bentonville, Arkansas; Issaquah, Washington;
Pawtucket, Rhode Island; Menomonee Falls, Wisconsin; Birmingham, England; Corby, England and Hong Kong.
The Company generally collaborates with its largest wholesale customers and in many instances produces specific versions of the
Company’s product lines with exclusive designs and/or packaging for their stores.
DESIGN AND INNOVATION
At the heart of the Company is a culture of innovation and new product development. The Company’s global in-house design and
development teams currently consist of approximately 120 professional designers, artists and engineers. Utilizing the latest available
design tools, technology and materials, these teams create new products, redesign existing products and create packaging and
merchandising concepts.
SOURCES OF SUPPLY
The Company sources its products from hundreds of suppliers. Most of the Company’s suppliers are located in the People’s Republic
of China. The Company also sources products from suppliers in Hong Kong, Vietnam, the United States, Taiwan, Slovakia, the United
Kingdom, Malaysia, India, Indonesia, Netherlands, Thailand, Czech Republic, American Samoa, Mexico, Portugal, Italy, Japan, South
Korea, Poland, Slovenia, France, Canada, Turkey, Germany, Israel and New Zealand. The Company orders products substantially in
advance of the anticipated time of their sale by the Company. The Company does not have any formal long-term arrangements with
any of its suppliers and its arrangements with most manufacturers allow for flexibility in modifying the quantity, composition and
delivery dates of orders.
MANUFACTURING
The Company manufactures its sterling silver products at its leased manufacturing facility in San Germán, Puerto Rico and fills jars
and other canisters with spices and assembles spice racks at the Company’s owned Winchendon, Massachusetts distribution facility.
The Company does not manufacture any of its other products.
5
COMPETITION
The markets for kitchenware, tableware and other products used in the home including home décor products are highly competitive
and include numerous domestic and foreign competitors, some of which are larger than the Company. The primary competitive factors
in selling such products to retailers are innovative products, brand, quality, aesthetic appeal to consumers, packaging, breadth of
product line, distribution capability and selling price.
PATENTS
The Company owns approximately 350 design and utility patents. The Company believes that the expiration of any of its patents
would not have a material adverse effect on the Company’s business.
BACKLOG
Backlog is not material to the Company’s business, because actual confirmed orders from the Company’s customers are typically
received within close proximity to the required shipment dates.
EMPLOYEES
At December 31, 2017, the Company had a total of 1,372 full-time employees, of whom 215 were located in Asia and 313 in Europe
and 844 were located in the United States. In addition, the Company employed 31 people on a part-time basis, predominately in
Corporate Marketing/Sales Support. The Company also hires seasonal workers at its distribution centers through temporary staffing
agencies. None of the Company’s employees are represented by a labor union or subject to collective bargaining agreements, except
as required by local law. The Company believes that its relations with its employees are good.
REGULATORY MATTERS
The Company and its affiliates are subject to significant regulation by various governmental, regulatory and other administrative
authorities.
As a manufacturer and distributor of consumer products, the Company is subject to the Consumer Products Safety Act in the United
States and the Consumer Protection Act in the United Kingdom. Additionally, laws regulating certain consumer products exist in some
cities and states, as well as in other countries in which the Company or its subsidiaries and affiliates sell products.
The Company’s spice filling operation is regulated by the Food and Drug Administration.
The Company’s operations also are subject to national, state and local environmental and health and safety laws and regulations,
including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards
for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid
and hazardous wastes.
The Company is subject to risks and uncertainties associated with economic and political conditions in foreign countries, including but
not limited to, foreign government regulations, taxes including value-added taxes, import and export duties and quotas, anti-dumping
regulations and related tariffs associated with certain types of products, incidents and fears involving security, terrorism and wars,
political unrest and other restrictions on trade and travel.
SEASONALITY
The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth
quarters. In 2017, net sales in the third and fourth quarters accounted for 60% of total annual net sales. In anticipation of the pre-
holiday shipping season, inventory levels increase primarily in the June through October time period.
GEOGRAPHIC INFORMATION
Geographic information concerning the Company’s revenues and long-lived assets is contained in Note K of the Notes to the
Consolidated Financial Statements included in Item 15 of this Annual Report.
6
RESTRUCTURING
In 2016, to reduce costs and achieve synergies, the Company began the process of integrating its legal entities operating in Europe.
During the year ended December 31, 2017, the Company recorded $1.0 million of restructuring expense related to the execution of
this plan, primarily related to severance. The Company does not expect to incur additional restructuring charges in 2018 related to this
integration.
In 2015 the Company commenced an in-depth review of its U.S. Wholesale business segment, which included the evaluation of the
segment’s efficiency and effectiveness, with the objective of developing a plan to restructure its operations as appropriate. During
2016 the Company expanded this restructuring plan to focus on specific actions required to achieve the plan’s objectives. The
restructuring plan included the realignment of product categories to best achieve the Company’s strategic plan and the implementation
of cost reduction initiatives. During the years ended December 31, 2016 and 2015, the Company recorded $2.4 million and $437,000,
respectively, of restructuring expense. The Company does not expect to incur additional charges related to the U.S. Wholesale
restructuring.
Item 1A. Risk Factors
The Company’s businesses, operations, liquidity and financial condition are subject to various risks. The Company’s business,
financial condition or results of operation could be significantly affected by the risks below or additional risks not presently known to
the Company or by risks that the Company presently deems immaterial such as changes in the economy, disruptions due to terrorist
activity or manmade or natural disasters, or changes in law or accounting standards. The risks and uncertainties described below are
those that the Company considers material.
Economic and political risks
The Company may be adversely affected by changes in U.S. and non-U.S. tax laws in the countries in which it operates.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act is one of the most comprehensive
changes in U.S. corporate tax law and policy since 1986 and certain provisions are extremely complex in their application. The Tax
Act revises the U.S. corporate income tax by, among other things, lowering the corporate income tax rate from 35% to 21%, adopting
a quasi-territorial income tax system and imposing a one-time transition tax on foreign unremitted earnings, and setting limitations on
deductibility of certain costs (e.g., interest expense).
The lower U.S. corporate income tax rate is effective January 1, 2018; however the Company’s U.S. deferred tax assets and liabilities
were adjusted in 2017 when the new tax law was enacted. Additionally, in 2017, as part of the transition to the new quasi-territorial
tax system, the Tax Act imposes a one-time tax on deemed repatriation of foreign subsidiaries’ earnings.
Due to the complexities involved in the accounting for the Tax Act, on December, 22, 2017, the Securities and Exchange
Commission’s Staff Accounting Bulletin (“SAB”) 118 was issued to provide guidance to companies that have not yet completed their
accounting for the Tax Act in the period of enactment. SAB 118 requires the Company to include in its financial statements a
reasonable estimate of the impact of the Tax Act on earnings to the extent such estimate has been determined. Accordingly, the U.S.
provision for income tax for 2017 is based on the reasonable estimate guidance provided by SAB 118. The Company is continuing to
assess the impact from the Tax Act and will record adjustments in 2018. The final impact on the Company from the Tax Act’s
transition tax legislation may differ from the reasonable estimate due to the complexity of calculating and supporting with primary
evidence such U.S. tax attributes as accumulated foreign earnings and profits, foreign tax paid, and other tax components involved in
foreign tax credit calculations for prior years back to 1986. Such differences could be material, due to, among other things, changes in
interpretations of the Tax Act, future legislative action to address questions that arise because of the Tax Act, changes in accounting
standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company
has utilized to calculate the transition tax’s reasonable estimate. Such differences could have a material adverse effect upon the
Company’s results of operations.
The Company’s business may be materially adversely affected by market conditions and by global and economic conditions and
other factors beyond its control.
The Company’s performance is affected by general economic factors, the strength of retail economies and political conditions that are
beyond its control. Retail economies are impacted by factors such as consumer demand and the condition of the retail industry, which
in turn, are affected by general economic factors. These general economic factors include, among other factors:
•
•
recession, inflation, deflation, unemployment and other factors adversely affecting consumer spending patterns generally;
conditions affecting the retail environment for the home and other matters that influence consumer spending in the home
retail industry specifically;
7
•
•
conditions affecting the housing markets;
consumer credit availability and consumer debt levels;
• material input costs, including fuel and energy costs and labor cost inflation;
•
•
•
•
•
•
foreign currency translation;
interest rates and the ability to hedge interest rate risks;
government policies including tax policies relating to value-added taxes, import and export duties and quotas,
antidumping regulations and related tariffs, import and export controls and social compliance standards;
the impact of natural disasters, conflicts and terrorist activities;
unfavorable economic conditions in the United States, the United Kingdom, Continental Europe, Asia and elsewhere; and
unstable economic and political conditions, lack of legal regulation enforcement, civil unrest and political activism,
particularly in Asia.
The referendum held in the United Kingdom (“U.K.”) on June 23, 2016 resulted in a determination that the U.K. should exit the
European Union. Such an exit from the European Union would be unprecedented and it is unclear what impact this would have on the
U.K.’s access to the EU Single Market and on the legal and regulatory environment in which the Company operates, as well as its
effect on the global macroeconomic environment. Net sales attributable to U.K. domiciled businesses were $95.9 million for the year
ended December 31, 2017, and represent approximately 17% of the Company’s consolidated net sales for the period. The uncertainty
surrounding the terms of the U.K.’s exit and its consequences could adversely impact the U.K economy, customers and investor
confidence. It may contribute to additional market volatility, including volatility in the value of the British pound and European euro,
and adversely affect the Company’s businesses, results of operations, and financial condition.
Liquidity and financial risks
The Company has substantial indebtedness and the Company’s business is highly seasonal.
The Company has a substantial amount of indebtedness and is dependent on the availability of its bank loan facilities to finance its
liquidity needs. As of December 31, 2017, the Company had approximately $94.8 million of consolidated debt, including
$94.7 million under its Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A, as Administrative Agent
and Co-Collateral Agent, and HSBC Bank USA, National Association, as Syndication Agent and Co-Collateral Agent, and the other
Lenders and Loan Parties party thereto, as amended, (the “Former Credit Agreement”). Until it was replaced, as described below, the
Former Credit Agreement provided for, among other things, a Revolving Credit Facility commitment totaling $175.0 million (the
“Revolving Credit Facility”) and a term loan that had been repaid in full in April 2017 (“Term Loan”). At December 31, 2017,
borrowings under the Former Credit Agreement represented approximately 24% of total capital (indebtedness plus stockholders’
equity). The Company was permitted to borrow under its Revolving Credit Facility, subject to the limitations of a borrowing base.
Because the borrowing capacity under the Revolving Credit Facility depended on levels of eligible inventory, accounts receivable and
the appraised value of certain intellectual property that fluctuated from time to time, the full commitment amount might not have
represented actual borrowing capacity at any given time. The financial covenants in the Former Credit Agreement limited the
Company’s ability to incur indebtedness.
In connection with the Company’s acquisition of Taylor, on March 2, 2018 (1) the Company entered into a new credit agreement
(with all exhibits, schedules and attachments thereto, the “ABL Credit Agreement”) with the Company, as a borrower and a guarantor,
the other borrowers (the “ABL Borrowers”) party thereto, the other guarantors party thereto, JPMorgan Chase Bank, N.A.
(“JPMorgan”), as administrative agent, and the lenders and issuing banks party thereto, evidencing a senior secured asset-based
revolving credit facility provided to the Company and the ABL Borrowers in the maximum aggregate principal amount of
$150.0 million, which facility will mature on March 2, 2023, and (2) the Company entered into a new loan agreement (with all
exhibits, schedules and attachments thereto, the “TLB Credit Agreement” and, collectively with the ABL Credit Agreement, the “Debt
Agreements”) with the Company, as the borrower and a guarantor, the other guarantors, JPMorgan, as administrative agent, Golub
Capital LLC, as syndication agent, and the lenders party thereto, providing for a senior secured term loan credit facility to the
Company in the principal amount of $275.0 million, which will mature on February 28, 2025. The term loan facility will be repaid,
commencing June 30, 2018, in quarterly payments of principal equal to 0.25% of the original aggregate principal amount of the term
loan facility. The maximum borrowing under the ABL Credit Agreement may be increased to up to $200.0 million if certain
conditions are met. One or more tranches of additional term loans (the “Incremental Facilities”) may be added under the TLB Credit
Agreement if certain conditions are met. The Incremental Facilities may not exceed the sum of (i) $50.0 million plus (ii) an unlimited
amount so long as, in the case of (ii) only, the Company’s secured net leverage ratio, as defined in and computed pursuant to the TLB
Credit Agreement, is no greater than 3.75 to 1.00 subject to certain limitations and for the period defined pursuant to the TLB Credit
Agreement.
8
The Company utilized the proceeds of borrowings under the revolving credit facility and the proceeds of the term loan (i) to repay in
full all existing indebtedness for borrowed money under the Former Credit Agreement and (ii) to finance the acquisition of Taylor, the
refinancing of certain indebtedness of Taylor and its subsidiaries, and the payment of fees and expenses in connection with the
foregoing. The Company may be unable to generate cash sufficient to pay when due the principal of, interest on, or other amounts due
with respect to, its indebtedness. In addition, the Company’s business is seasonal with a significant amount of its revenue being
realized during the latter portion of the year. Therefore, the Company’s borrowing needs fluctuate widely based upon its working
capital requirements.
The debt financing obtained in connection with the Company’s acquisition of Taylor increased the Company’s debt and caused the
Company to become more highly leveraged, resulting in increased risk of default on its obligations and an increase in debt service
requirements which will adversely affect the Company’s financial condition. The Company’s leverage and the effects of seasonal
fluctuations in its cash flow, borrowing requirements and ability to borrow could have significant negative consequences on the
Company’s financial condition and results of operations, including:
•
•
•
impairing the Company’s ability to meet the financial covenants, if and when applicable, contained in the ABL Credit
Agreement or to generate cash sufficient to pay interest or principal due under its Debt Agreements, which could result in
an acceleration of some or all of the Company’s outstanding debt;
limiting the Company’s ability to borrow money, dispose of assets or sell equity to fund the Company’s working capital,
capital expenditures, dividend payments, debt service, strategic initiatives or other obligations or purposes;
limiting the Company’s flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory
requirements, its operations or business;
• making the Company more highly leveraged than some of its competitors, which may place the Company at a competitive
disadvantage;
• making the Company more vulnerable to downturns in the economy or its business;
•
requiring a substantial portion of the Company’s cash flow from operations to make interest payments;
• making it more difficult for the Company to satisfy other obligations;
•
•
increasing the risk of a future credit ratings downgrade of the Company, which could increase future debt costs and limit
the future availability of debt financing; and
preventing the Company from borrowing additional funds as needed or taking advantage of business opportunities as they
arise, pay cash dividends or repurchase common stock.
To the extent the Company incurs additional indebtedness, the risks described above could increase. In addition, the Company’s actual
cash requirements in the future may be greater than expected. The Company’s cash flow from operations may not be sufficient to
service its outstanding debt or to repay the outstanding debt as it becomes due, and the Company may not be able to borrow money,
sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance its debt.
The Company’s failure to meet certain covenants or comply with other requirements of its Credit Agreement may materially and
adversely affect the Company’s assets, financial position and cash flows.
The ABL Credit Agreement, under certain circumstances, requires the Company to maintain a certain fixed charge coverage ratio. As
a result of this and other covenants within the Debt Agreements, the Company is limited in its ability to incur additional debt, make
investments or undertake certain other business activities. These requirements could limit the Company’s ability to obtain future
financing and may prevent the Company from taking advantage of attractive business opportunities. The Company’s ability to meet
the covenants or requirements in its Debt Agreements may be affected by events beyond the Company’s control, and the Company
cannot assure you that it will satisfy such covenants and requirements. A breach of these covenants or the Company’s inability to
comply with the restrictions could result in an event of default under the Debt Agreements, which in turn could result in an event of
default under the terms of the Company’s other indebtedness. Upon the occurrence of an event of default under the Company’s Debt
Agreements, after the expiration of any grace periods, the Company’s lenders could elect to declare all amounts outstanding under the
Company’s debt arrangements, together with accrued interest, to be immediately due and payable. If this happens, the Company
cannot assure that its assets would be sufficient to repay in full the amounts due under the Debt Agreements or the Company’s other
indebtedness.
The Company’s sale of certain accounts receivable subjects the Company to additional liquidity risks.
In order to improve its liquidity during seasonally high working capital periods, in 2016 the Company entered into an uncommitted
Receivables Purchase Agreement with HSBC Bank USA, National Association (“HSBC”), as Purchaser (the “Receivables Purchase
9
Agreement”). If HSBC terminates the Company’s Receivables Purchase Agreement, the Company may experience a material and
adverse loss of its liquidity, which could have a material adverse effect on its financial condition, results of operations and cash flows.
The Company’s borrowings, and discount rate applied to sale of receivables, are subject to interest rate fluctuations and an
increase in interest rates could adversely affect the Company’s financial results.
The Company’s borrowings bear interest at floating rates. An increase in interest rates would adversely affect the Company’s
profitability. To the extent that the Company’s access to credit may be restricted because of its own performance, its bank lenders’
performances or conditions in the capital markets generally, the Company would not be able to operate normally.
The Company’s Receivables Purchase Agreement also depends upon LIBOR, as it is a component of the discount rate applicable to
the agreement. If LIBOR increases, the Company may not be able to rely on the Receivables Purchase Agreement, which could have a
material and adverse effect upon the Company’s financial condition, results of operations and cash flows.
The Company’s ability to complete future acquisitions or strategic alliances and/or integrate acquired businesses could have a
material adverse effect on the Company’s business and results of operations.
The Company has historically achieved growth through acquisitions, investments and joint ventures. In addition to the acquisition of
Taylor, the Company seeks acquisition opportunities that complement and expand its operations, some of which are based outside the
United States. There can be no assurance that the Company will be able to identify and successfully negotiate suitable acquisitions,
obtain financing for future acquisitions on satisfactory terms, obtain regulatory approval or otherwise complete acquisitions in the
future.
Additionally, the Company may not be able to successfully integrate the business of Taylor or future acquired businesses into its
existing business without substantial costs, delays or other operational or financial difficulties. Potential difficulties the Company may
encounter as part of the integration process include the following:
•
•
•
•
•
the potential inability to successfully combine businesses in a manner that permits the Company to achieve the cost
synergies expected to be achieved as a result of the consummation of the acquisition and other benefits anticipated to
result from the acquisition;
the potential inability to integrate acquired companies’ products and services;
challenges leveraging the customer information and technology of the two companies;
challenges effectuating the diversification strategy, including challenges achieving revenue growth from sales of each
company’s products and services to the clients and customers of the other company;
complexities associated with managing the combined businesses, including difficulty addressing possible differences in
corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks,
and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, clients,
employees, lenders, and other constituencies; and
•
potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition.
It is possible that the integration process could result in diversion of the attention of each company’s management which could
adversely affect each company’s ability to maintain relationships with customers, clients, employees, and other constituencies or the
Company’s ability to achieve the anticipated benefits of the acquisition, or could reduce each company’s operating results or
otherwise adversely affect the Company’s business and financial results following the acquisition.
The Company’s future results and reputation will suffer if it does not effectively manage its expanded operations following the
acquisition.
Following the acquisition of Taylor, the size of the Company’s business will increase substantially. The Company’s future success
depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including
challenges related to the management and monitoring of new operations, significantly increased foreign operations, and associated
increased costs and complexity. There can be no assurances that the Company will be successful following the acquisition.
The Company expects to incur substantial expenses related to the acquisition and integration of Taylor.
The Company expects to incur significant transaction costs and significant synergy planning and integration costs in connection with
the acquisition of Taylor. The Company may have substantial expenses related to the acquisition and the related debt financing. While
the Company has assumed that this level of expense will be incurred, there are many factors beyond its control that could affect the
total amount or the timing of the acquisition expenses, integration expenses and the debt financing expenses. Moreover, many of the
10
expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these acquisition expenses, integration
expenses and debt financing expenses are higher than anticipated, the Company’s future operating results and financial condition may
be materially adversely affected and the Company’s ability to meet the covenants mandated by its credit obligations may be impaired.
The Company’s future results following the acquisition of Taylor may differ materially from the unaudited pro forma financial
information included in the definitive proxy statement related to the acquisition.
The unaudited pro forma combined financial information contained in the Company’s definitive proxy statement for the special
meeting of stockholders to approve the issuance of shares of common stock in connection with the acquisition of Taylor was presented
for purposes of presenting the Company’s historical consolidated financial statements with Taylor’s historical consolidated financial
statements as adjusted to give effect to the acquisition and is not necessarily indicative of the financial condition or results of
operations of the Company following the acquisition. The unaudited pro forma combined financial information reflected adjustments,
which was based upon preliminary estimates, to allocate the purchase price to Taylor’s acquired assets and liabilities. The purchase
price allocation reflected in the proxy statement is still preliminary, and final allocation of the purchase price will be based upon the
actual purchase price and the fair value of the assets and liabilities of Taylor as of March 2, 2018, the date of the consummation of the
acquisition, which valuation is not yet complete. In addition, the assumptions used in preparing the pro forma financial information
may not prove to be accurate, and other factors may affect the Company’s financial condition and results of operations following the
acquisition. Any change in the Company’s financial condition or results of operations may cause significant variations in the price of
the Company’s common stock.
The market price of the Company’s common stock may decline as a result of the acquisition of Taylor or the issuance of shares to
Taylor Parent.
The Company anticipates that the acquisition of Taylor will be accretive to earnings per share, after factoring in synergies and
excluding costs to achieve synergies and other one-time costs related to the acquisition. This expectation is based on preliminary
estimates that are subject to change. The Company could also encounter additional transaction and integration-related costs, may fail
to realize all of the benefits anticipated in the acquisition, or be subject to other factors that affect preliminary estimates. Any of these
factors could cause a decrease in the Company’s earnings per share or adjusted earnings per share or decrease the expected accretive
effect of the acquisition and contribute to a decrease in the price of the Company’s common stock.
In addition, the Company is unable to predict the potential effects of the issuance of the shares to Taylor parent on the trading activity
and market price of the Company’s common stock. The Company granted certain registration rights to Taylor Parent for the resale of
the shares of common stock issued in connection with the acquisition. These registration rights would facilitate the resale of such
securities into the public market, and any such resale would increase the number of shares of the Company’s common stock available
for public trading. Sales of a substantial number of shares of the Company’s common stock in the public market, or the perception that
such sales might occur, could have a material adverse effect on the price of the Company’s common stock.
Foreign exchange variability could materially adversely affect the Company’s operating results.
The Company’s functional currency is the U.S. Dollar. Changes in the relation of foreign currencies to the U.S. Dollar will affect the
Company’s sales and profitability and can result in exchange losses because the Company has operations and assets located outside
the United States. The Company transacts a portion of its business in currencies other than the U.S. Dollar, primarily British Pounds,
and to a lesser degree, Chinese Renminbi, Euros and Canadian Dollars. Such transactions include sales, certain inventory purchases
and operating expenses. As a result, portions of the Company’s cash, trade accounts receivable and trade accounts payable, as well as
other assets and liabilities, are denominated in foreign currencies. Accordingly, foreign operations expose the Company to foreign
currency fluctuations, both for purposes of actual conversion and financial reporting purposes. In the consolidated financial
statements, local currency financial results are translated into U.S. dollars based on the exchange rates prevailing during the reporting
periods. During times of a strengthening U.S. dollar, the reported revenues and earnings of the international operations will be reduced
because the local currencies will translate into fewer U.S. dollars.
The Company’s strategic alliances in Mexico and Canada also subject the Company to increases and decreases in its investments
resulting from the impact of fluctuations in foreign currency exchange rates.
The vast majority of products are purchased from China in U.S. Dollars, including products purchased by the Company’s international
operations. As a result, the gross margin from international operations is subject to volatility from movements in exchange rates,
which could have an adverse effect on the financial condition and results of operations and profitability from the growth desired from
international operations. The Company has entered into foreign exchange derivative financial instruments to hedge the volatility of
exchange rates related to a portion of its international inventory purchases. The Company cannot ensure, however, that these hedges
will fully offset the impact of foreign currency rate movements. If the Chinese Renminbi should appreciate against the U.S. Dollar, the
costs of the Company’s products will likely rise over time because of the impact the fluctuations will have on the Company’s
suppliers, and the Company may not be able to pass on these price increases to its customers. The Company is also subject to the risks
11
of currency controls and devaluations. Currency controls may limit the Company’s ability to convert currencies into U.S. Dollars or
other currencies, as needed, or to pay dividends or make other payments from funds held by subsidiaries in the countries imposing
such controls, which could adversely affect the Company’s liquidity.
As the Company continues to expand its international operations, it will be subject to increased foreign exchange variability which
could have a material adverse effect on the Company’s results of operations. The impact of future exchange rate fluctuations on the
Company’s results of operations cannot be accurately predicted.
The Company’s business requires it to maintain large fixed-costs that can affect its profitability. Cost reduction efforts and
restructurings benefits may not be realized.
The Company’s business requires it to maintain large distribution facilities in its key markets, which represent high fixed rental costs
relating to its leased facilities. In addition, significant portions of the Company’s selling, general and administrative expenses,
including leased showrooms, are fixed, they neither increase nor decrease proportionally with sales. Furthermore, the Company’s
gross margins depend, in part, on its ability to spread certain other costs, of which a significant portion are fixed, over its products
sold. Decreased demand or the need to reduce inventories can lower the Company’s ability to absorb fixed costs and adversely affect
its results of operations. This is exacerbated by the high degree of seasonality impacting the Company, which results in lower demand
during the first two quarters of the year, while many of the operating costs remain fixed, which further affects profitability.
In order to operate more efficiently and control costs, the Company may announce from time to time restructuring plans, including
workforce reductions, global facility consolidations and other cost reduction initiatives that are intended to generate operating expense
savings. The implementation of restructuring plans could be disruptive to the Company’s operations, result in higher than anticipated
charges and otherwise adversely affect the Company’s results of operations and financial condition. In addition, the Company’s ability
to complete the restructuring plan and achieve the anticipated benefits from the plan is subject to estimates and assumptions and may
vary materially from the Company’s expectations, including as a result of factors that are beyond the Company’s control.
Furthermore, following completion of a restructuring plan, the business may not be more efficient or effective than prior to
implementation of the plan.
If the Company’s goodwill or other long-term assets become impaired, the Company will be required to record impairment
charges, which may be significant.
A portion of the Company’s long-term assets consists of goodwill recorded as a result of the Company’s acquisitions; other
identifiable intangible assets, including trade names; and fixed assets. At December 31, 2017, goodwill totaled $15.8 million. The
Company does not amortize goodwill but rather reviews it for impairment on an annual basis or more frequently whenever events or
changes in circumstances indicate that its carrying value may not be recoverable. If the carrying value of a reporting unit exceeds its
current fair value as determined based on the discounted future cash flows of the reporting unit or comparable market sales and
earnings multiples, the goodwill or intangible asset is considered impaired and is reduced to fair value. Events and conditions that
could result in impairment include a prolonged period of global economic weakness, a decline in economic conditions or a slow, weak
economic recovery, as well as sustained declines in the price of the Company’s common stock, adverse changes in the regulatory
environment, adverse changes in the market share of the Company’s products, adverse changes in interest rates, further corporate
income tax reforms or other factors leading to reductions in the long-term sales or profitability that the Company expects.
Determination of the fair value of a reporting unit includes developing estimates which are highly subjective and incorporate
calculations that are sensitive to minor changes in underlying assumptions. Management’s assumptions change as more information
becomes available. Changes in these assumptions could result in an impairment charge in the future, which could have a significant
adverse impact on the Company’s reported earnings. If future operating performance of one or more of the Company’s operating
segments does not meet expectations, the Company may be required to record a significant charge during the period in which any
impairment of the Company’s goodwill or other long-term assets is determined.
As of October 1, 2016, the fair value of the Creative Tops reporting unit, which carried goodwill of $2.1 million, was approximately
3% below its carrying value. In 2016 the Company performed the second step of the impairment test by estimating the fair value of the
assets and liabilities to determine the implied fair value of goodwill. The implied fair value of goodwill was determined to be greater
than the carrying value and no impairment charge was recorded. As of October 1, 2016, the excess of fair value of the Kitchen Craft
reporting unit, which carried goodwill of $9.7 million, was approximately 3% over its carrying value.
As of October 1, 2017, the fair values of the Creative Tops and Kitchen Craft reporting units, both exceeded their respective carrying
values. Such excess fair value was driven by realized cost savings and, to a larger extent, future cost savings from the combination of
the operations expected to be completed in the near term. Changes in any of the significant assumptions used in calculating their
respective fair values could materially affect the expected cash flows, and a material non-cash impairment charge could result.
The Company’s acquisition of Taylor will be accounted for as a business combination using the acquisition method of accounting in
accordance with FASB ASC Topic 805, which will establish a new basis of accounting for all identifiable assets acquired and
12
liabilities assumed at fair value as of the date control is obtained. The allocation of purchase price is preliminary at this time; however,
the Company believes long-term assets will consist of goodwill and other identifiable intangible assets, including trade names. If the
future operating performance of the acquired business does not meet expectations, the Company may be required to record a
significant charge during the period in which any impairment of the Company’s goodwill or other long-term assets is determined.
The recognition of an impairment of the Company’s goodwill or any of the Company’s assets would negatively affect the results of
operations and total capitalization, the effect of which could be material.
The Company’s projections of product demand, sales and net income are highly subjective in nature and the Company’s future
sales and net income could vary in a material amount from the Company’s projections.
From time to time, the Company may provide projections to its stockholders, lenders, the investment community, and other
stakeholders of the Company’s future sales and net income. Since the Company does not have long-term purchase commitments from
customers and the customer order and shipment process is very short, it is difficult for the Company to accurately predict the demand
for many of its products, or the amount and timing of the Company’s future sales and related net income. The Company’s projections
are based on management’s best estimate of sales using historical sales data and other information deemed relevant. These projections
are highly subjective since sales can fluctuate substantially based on the demands of retail customers and due to other risks described
in this Annual Report. Additionally, changes in retailer inventory management strategies could make the Company’s inventory
management more difficult. Because the Company’s ability to forecast product demand and the timing of related sales includes
significant subjective input, future sales and net income could vary materially from the Company’s projections.
Increases in the cost of employee benefits could materially adversely impact the Company’s financial results and cash flows.
The Company self-insures a substantial portion of the costs of employee healthcare and workers compensation. This could result in
higher volatility in the Company’s earnings and exposes the Company to higher financial risks. The Company’s medical costs in
recent years have generally increased and an aging workforce and other employee demographics could result in an increase in medical
costs beyond what the Company has experienced or expects. The Company has stop-loss coverage in place for catastrophic events, but
the aggregate impact of a high number of claims up to the Company’s stop-loss limit may have an effect on the Company’s
profitability.
There are inherent limitations on the effectiveness of the Company’s controls.
The Company does not expect that its disclosure controls or the Company’s internal controls over financial reporting will prevent or
detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that resource constraints
exist, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to
risks. Over time, controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with
policies or procedures. If the Company’s controls become inadequate, it could fail to meet its financial reporting obligations, its
reputation may be adversely affected, its business and operating results could be harmed, and the market price of its stock could
decline.
Customer risks
The Company faces intense competition from other companies worldwide.
The markets for the Company’s products are intensely competitive with the principal competitive factors being product innovation,
brand name, product quality, aesthetic appeal to customers, packaging, breadth of product offerings, distribution capability, delivery
time and price. Advantages or disadvantages in any of these competitive factors may be sufficient to cause the customer to consider
changing providers of the kinds of products that the Company sells. The Company competes with many other suppliers, some of
which are larger than the Company, have greater financial and other resources or employ brands that are more established, have
greater consumer recognition or are more favorably perceived by consumers or retailers than the Company’s brands. Some
competitors may be willing to reduce prices and accept lower profit margins to compete with the Company. As a result of this
competition, the Company could lose market share and sales, or be forced to reduce its prices to meet competition. If the Company’s
product offerings are unable to compete successfully, the Company’s business, results of operations and financial condition could be
materially and adversely affected.
13
Changes in the Company’s customer purchasing practices could materially adversely affect the Company’s operating results.
The Company’s wholesale customers include mass merchants, specialty stores, national chains, department stores, warehouse clubs,
supermarkets, off-price retailers and Internet retailers. Unanticipated changes in purchasing and other practices by the Company’s
customers, including a customer’s pricing and payment terms, inventory destocking, limitations on shelf space, more extensive
packaging requirements, changes in order quantities, use of private label brands and other practices, could materially and adversely
affect the Company’s business, results of operations and financial condition. In addition, as a result of the desire of retailers to more
closely manage inventory levels, there is a growing trend among retailers to make purchases on a “just-in-time” basis. This requires
the Company to shorten its lead time for production in certain cases and more closely anticipate demand, which could in the future
require the Company to carry additional inventories. The Company’s annual earnings and cash flows also depend to a great extent on
the results of operations in the latter half of the year due to the seasonality of its sales. The Company’s success and sales growth is also
dependent on its evaluation of consumer preferences and changing trends.
As certain online retailers grow they may continue to demand lower pricing, special packaging, shorter lead times for the delivery of
products, smaller more frequent shipments, or impose other requirements on product suppliers. The cost of compliance with
customers’ demands could have a material adverse effect on the Company’s business, results of operations and financial condition.
Many of the Company’s wholesale customers are significantly larger than the Company, have greater financial and other resources
and also purchase goods directly from vendors in Asia and elsewhere. Decisions by large customers to increase their purchases
directly from overseas vendors could have a material adverse effect on the Company’s business, results of operations and financial
condition. Significant changes or financial difficulties, including consolidations of ownership, restructurings, bankruptcies,
liquidations or other events that affect retailers, could result in fewer retailers selling the Company’s products, reliance on a smaller
group of customers, an increase in the risk of extending credit to these customers or limitations on the Company’s ability to collect
amounts due from these customers. Although the Company has long-established relationships with many of its customers, the
Company does not have any long-term supply or binding contracts or guarantees of minimum purchases. Purchases by the Company’s
customers are generally made using individual purchase orders. Customers may cancel their orders, change purchase quantities from
forecast volumes, delay purchases for a number of reasons beyond the Company’s control or change other terms of their business
relationship with the Company. Significant or numerous cancellations, reductions, delays in purchases or changes in business practices
by customers could have a material adverse effect on the Company’s business, results of operations and financial condition.
Retailers place great emphasis on timely delivery of products for specific selling seasons, especially during the third fiscal quarter, and
on the fulfillment of consumer demand throughout the year. The Company cannot control all of the various factors that might affect
product delivery to retailers. Failure to deliver products to the Company’s retailers in a timely and effective manner, often under
special vendor requirements to use specific carriers and delivery schedules, could damage the Company’s reputation and brands and
result in a loss of customers or reduced orders.
Changes at the Company’s large customers, or actions taken by them, and consolidation in the retail industry could materially
adversely affect the Company’s operating results.
In 2017, Wal-Mart Stores, Inc., including Sam’s Club and, in the United Kingdom, Asda Superstore (“Walmart”), accounted for
approximately 15% of the Company’s consolidated net sales. The Company’s top ten customers accounted for approximately 56% of
the Company’s consolidated net sales in 2017. A material reduction in sales to Walmart or other top customers in aggregate, could
have a significant adverse effect on the Company’s business and operating results. In addition, pressures by such customers that would
cause the Company to materially reduce the price of its products which could result in reduced operating margin. Any significant
changes or financial difficulties that affect these customers, such as reduced sales by such customers (whether for reasons that affect a
particular customer or the retail industry in general) may also result in reduced demand for the Company’s products. The Company
would also be subject to increased credit risk with respect to such customers. In particular, the concentration of the Company’s
business with Walmart extends to its international business, including in China, as well as through Vasconia in Mexico and the
Company’s strategic alliance in Canada, due to the market presence of Walmart in these foreign countries. Any changes in purchasing
practices or decline in the financial condition, of Walmart or other large customers may have a material adverse impact on the
business, results of operations and financial condition of the Company.
The Company’s large customers also have significant purchasing leverage. Customers may demand lower pricing, special packaging,
shorter lead times for the delivery of products or impose other requirements on product suppliers like the Company. These business
demands may relate to inventory practices, logistics or other aspects of the customer-supplier relationship. If the Company does not
effectively respond to the demands of its customers, they could decrease or eliminate their purchases from the Company. These risks
could be exacerbated if such large customers consolidate, or if the Company’s smaller customers consolidate to become larger
customers, which would increase their purchasing leverage. A reduction in the purchases of the Company’s products by its wholesale
customers or the costs of complying with customer business demands could have a material adverse effect on the Company’s business,
financial condition and results of operations.
14
The Company’s customers could carry products that directly compete with the Company’s products for retail space and consumer
purchases. There is a risk that these customers could give higher priority to products of, or form alliances with, the Company’s
competitors. Failure of customers to provide the Company’s products with similar levels of promotional support and retail space could
have a material adverse effect on the Company’s business, results of operations and financial condition.
The rapidly changing retail environment could result in the loss of, or material reduction in, sales to certain of the Company’s
customers, which could materially adversely affect Company’s business, results of operations, financial condition and cash flows.
The retail environment is highly competitive. Consumers are increasingly embracing shopping online and through mobile commerce
applications. As a result, a greater portion of total consumer expenditures with retailers is occurring online and through mobile
commerce applications. If the Company’s brick-and-mortar retail customers fail to maintain or grow their overall market position
through the integration of physical retail presence and digital retail, these customers may experience financial difficulties including
store closures, bankruptcies or liquidations. This could, in turn, substantially reduce the Company’s revenues, increase credit risk and
have a material adverse effect on the Company’s results of operations, financial condition and cash flows.
If the Company is unable to effectively manage Taylor’s and the Company’s existing Internet business, its reputation and
operating results may be harmed.
The success of Taylor’s and the Company’s Internet business depends, in part, on factors over which the Company may have limited
control. The Company must successfully respond to changing consumer preferences and buying trends relating to Internet usage. The
Company is also vulnerable to certain additional risks and uncertainties associated with the Internet, including: changes in required
technology interfaces; website downtime and other technical failures; costs and technical issues as the Company upgrades its website
software; computer viruses; changes in applicable federal and state regulations; security breaches; and consumer privacy concerns. In
addition, the Company must keep up to date with competitive technology trends, including the use of improved technology, creative
user interfaces and other Internet marketing tools such as paid search, which may increase its costs and which may not succeed in
increasing sales or attracting customers. The Company’s failure to successfully respond to these risks and uncertainties might
adversely affect the sales in its Internet business, as well as damage the Company’s reputation and brands.
Demand for new products and the inability to develop and introduce new competitive products at favorable profit margins could
adversely affect the Company’s performance and prospects for future growth.
New product introductions and product innovation are significant contributors to the Company’s growth strategy and the Company’s
long-term success in the competitive retail environment depends in part on the Company’s ability to develop and market a continuing
stream of innovative new products that meet changing consumer preferences. The uncertainties associated with developing and
introducing new products, such as the market demands and the costs of development and production may impede the successful
development and introduction of new products. Acceptance of the new products may not meet sales expectations due to several
factors, such as the Company’s failure to accurately predict market demand or its inability to resolve technical issues in a timely and
cost-effective manner. Additionally, the inability to develop new products on a timely basis could result in the loss of business to
competitors.
The acquisition of Taylor may result in a loss of customers, clients and strategic alliances.
As a result of the acquisition of Taylor, some of the customers, clients, potential customers or clients or strategic partners of the
Company or Taylor may terminate their business relationship with the Company following the acquisition. Potential clients or
strategic partners may delay entering into, or decide not to enter into, a business relationship with the Company because of the
acquisition. If customer or client relationships or strategic alliances are adversely affected by the acquisition, the Company’s business
and financial performance following the acquisition would suffer.
Supply chain risks
International suppliers subject the Company to regional regulatory, political, economic and foreign currency exchange risk that
could materially and adversely affect the Company’s operating results.
The Company sources its products from suppliers located principally in Asia, Europe and the United States. The Company’s vendors
in Asia, from whom a substantial majority of the Company’s products are sourced, are located primarily in the People’s Republic of
China, which subjects the Company to various risks within the region including regulatory, political, economic and foreign currency
changes. The Company’s ability to select and retain reliable vendors and suppliers who provide timely deliveries of quality parts and
products efficiently will impact its success in meeting customer demand for timely delivery of quality products. The Company’s
sourcing operations and its vendors are impacted by labor costs in
15
China, where labor historically has been readily available at low cost relative to labor costs in North America. However, as China is
experiencing rapid social, political and economic changes, labor costs have risen in some regions and labor in China may not continue
to be available to the Company at costs consistent with historical levels. Changes in labor or other laws may be enacted which would
have a material adverse effect on the Company’s operations in China, or those of the Company’s suppliers. Although China currently
enjoys “most favored nation” trading status with the U.S., the U.S. government has in the past proposed to revoke such status and to
impose higher tariffs on products imported from China. Changes in currency exchange rates might negatively affect the Company and
its overseas vendors’ profitability and business prospects. The Company does not have access to its vendors’ financial information and
the Company is unable to assess its vendors’ financial condition, including their liquidity. Interruption of supplies from any of the
Company’s vendors, or the loss of one or more key vendors, could have a negative effect on the Company’s business and operating
results.
The Company’s international trade subjects it to transportation risks.
The Company imports its products for delivery to its distribution centers, as well as arranges for its customers to import goods to
which title has passed overseas or at port of entry. For purchases that are to be delivered to its distribution centers, the Company
arranges for transportation, primarily by sea, from ports in Asia and Europe to ports in the United States, principally New
York/Newark/Elizabeth and Los Angeles/Long Beach, and in the United Kingdom, principally Felixstowe. Accordingly, the Company
is subject to risks incidental to such transportation. These risks include, but are not limited to, increases in fuel costs, fuel shortages,
the availability of ships, increased security restrictions, work stoppages, weather disruptions and carriers’ ability to provide delivery
services to meet the Company’s shipping needs. Transportation disruptions and increased transportation costs could materially
adversely affect the Company’s business, results of operations and financial condition.
The Company depends on third-party manufactures to produce the majority of its products which presents quality control risks to
the Company.
With the exception of the Company’s sterling silver products, the Company sources almost all of its products from suppliers located
outside the United States, primarily in the People’s Republic of China, which restricts the Company’s ability to monitor and control
their manufacture of the Company’s goods.
Although the Company has agreements with its third party manufacturers regarding quality standards and regularly audits the facilities
of its manufacturers, through its quality control program, there can be no assurance that the third party manufacturers will continue to
meet the Company’s quality standards, social standards regarding its workforce that are expected in the United States or legislation
and regulations that apply to the products the Company contracts to manufacture. Failure by the Company’s manufacturers to meet
these standards could, in turn, increase order cancellations, returns and price concessions and decrease customer demand for the
Company’s products. Non-compliance with the Company’s product standards, regulatory requirements or product recall (or other
regulatory actions) could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
The Company’s product costs are subject to price fluctuation.
Various commodities comprise the raw materials used to manufacture the Company’s products. The prices of these commodities have
historically fluctuated on a cyclical basis and have often depended on a variety of factors over which the Company has no control.
Additionally, labor costs represent a significant component of the Company’s supplier’s manufacturing costs and the Company’s
suppliers may increase the prices they charge the Company if they experience rising labor costs. The cost of producing and
distributing the Company’s products is also sensitive to energy costs, duties and tariffs. The selling prices of the Company’s products
have not always increased in response to raw material, labor or other cost increases, and the Company is unable to determine to what
extent, if any, it will be able to pass future cost increases through to its customers. The Company’s inability to come to favorable
agreements with its suppliers or to pass increased costs through to the Company’s customers could materially and adversely affect its
financial condition or results of operations.
Intellectual property risks
The loss of certain licenses or material changes in royalty rates could materially adversely affect the Company’s operating margin
and cash flow.
Significant portions of the Company’s business are dependent on trade names, trademarks and patents, some of which are licensed
from third parties. In 2017, sales of licensed brands accounted for approximately 37% of the Company’s gross sales. The Company’s
licenses for many of these brands require it to pay royalties based on sales. Many of these license agreements are subject to
termination by the licensor, if, for example, the Company fails to satisfy certain minimum sales obligations or breaches the terms of
the license. The loss of significant licenses or a material increase in the royalty rates the Company pays or other new terms negotiated
16
upon renewal of such licenses could result in a reduction of the Company’s operating margins and cash flow from operations or
otherwise adversely affect its business.
The Company holds certain rights to use the Farberware brand for kitchen tools and gadgets, cutlery, cutting boards, shears and certain
other products which together represent a material portion of its sales, through a fully-paid, royalty-free license for a term that expires
in 2195, subject to earlier termination under certain circumstances. The licensor is a joint venture of which the Company is a 50%
owner. The other 50% owner of the joint venture has the right to terminate the Company’s license if the Company materially breaches
any of the material terms of the license and fails to cure the material breach within 180 days of notice of the breach, if it is determined
in an arbitration proceeding that money damages alone would not be sufficient compensation to the licensor and that the breach is so
egregious as to warrant termination of the license and forfeiture of the Company’s rights to use the brand under that license agreement.
If the Company were to lose the Farberware license for kitchen tools and gadgets, cutlery, cutting boards, shears and other products
through termination as a result of an uncured breach, its business, results of operations and financial condition would be materially
adversely affected.
The Company’s license to use the KitchenAid brand, to a lesser extent, also represents a material portion of its sales and is subject to a
license agreement that has a three-year term that will expire in December 2018. The Company originally entered into a licensing
arrangement for use of the KitchenAid brand in 2000, and has renewed the license, typically for three-year periods, since that time.
Although it expects to be able to renew its current KitchenAid license prior to its expiration, there is no assurance that the Company
will be able to do so on reasonable terms, or at all, and any failure to do so could have a material adverse effect on the Company’s
business, results of operations and financial condition.
The Company may not be able to adequately establish or protect its intellectual property rights, and the infringement or loss of the
Company’s intellectual property rights could harm its business.
To establish and protect the Company’s intellectual property rights, the Company relies upon a combination of U.S., foreign and
multi-national patent, trademark, copyright and trade secret laws, together with licenses, confidentiality agreements and other
contractual arrangements. The measures that the Company takes to protect its intellectual property rights may prove inadequate to
prevent third parties from infringing or misappropriating the Company’s intellectual property, or from breaching their contractual
obligations to the Company.
The Company has obtained and applied for numerous U.S. and foreign trademark, service mark and patent registrations, and will
continue to evaluate the registration of additional marks, patents or other intellectual property, as appropriate. The Company cannot
guarantee that any of its pending applications will be approved by the applicable governmental authorities. Moreover, even if such
applications are approved, third parties may seek to oppose, declare invalid or otherwise challenge these registrations. Failure to
obtain registrations for the Company’s intellectual property in the United States and other countries could limit the Company’s ability
to protect its intellectual property rights and impede the Company’s marketing efforts and operations in those jurisdictions.
The Company may need to resort to litigation to enforce or defend its intellectual property rights. If a competitor or collaborator files a
patent application claiming technology also claimed by the Company, or a trademark application claiming a trademark, service mark
or trade dress also used by the Company, in order to protect the Company’s rights, the Company may have to participate in opposition
or interference proceedings before the U.S. Patent and Trademark Office or a similar foreign agency. The Company cannot guarantee
that the operation of its business does not infringe or otherwise violate the intellectual property rights of third parties, and the
Company’s intellectual property rights may be challenged by third parties or invalidated through administrative process or litigation.
The costs associated with protecting intellectual property rights, including costs associated with litigation or administrative
proceedings, may be material and there can be no assurance that any such litigation or administrative proceedings will be successful.
Any such matters or proceedings could be burdensome, divert the time and resources of the Company’s personnel and the Company
may not prevail. Furthermore, even if the Company’s intellectual property rights are not directly challenged, disputes among third
parties could lead to the weakening or invalidation of the Company’s intellectual property rights, or other parties such as the
Company’s competitors may independently develop technologies that are substantially equivalent or superior to the Company’s
technology.
The laws of certain foreign countries in which the Company operates or may operate in the future do not protect, and the governments
of certain foreign countries do not enforce, intellectual property rights to the same extent as do the laws and government of the U.S.,
which may negate the Company’s competitive or technological advantages in such markets. Moreover, any repeal or weakening of
intellectual property laws or enforcement of those laws in the United States or foreign jurisdictions could make it more difficult for the
Company to adequately protect its intellectual property rights, negatively impacting their value and increasing the cost of enforcing
the Company’s rights. If the Company is unable to establish or adequately protect its intellectual property rights, the Company’s
business, financial condition and results of operations could be materially and adversely affected.
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If the Company is unable to protect the confidentiality of its proprietary information and know-how, the value of the Company’s
technology, products and services could be harmed significantly.
In addition to registered intellectual property, the Company relies on know-how and other proprietary information in operating its
business. If this information is not adequately protected, then it may be disclosed or used in an unauthorized manner. To the extent
that consultants, vendors, key employees or other third parties apply technology independently developed by them or by others to the
Company’s proposed products in the absence of a valid license or suitable non-disclosure or assignment of inventions provisions,
disputes may arise as to the ownership of or rights to use such technology, which may not be resolved in the Company’s favor. The
risk that other parties may breach confidentiality or other agreements could harm the Company by enabling the Company’s
competitors and other entities, who may have greater experience and financial resources, to copy or use the Company’s proprietary
information in the advancement of their products, methods or technologies.
The Company’s brands are subject to reputational risks.
The Company’s brands and its reputation are among its most important assets. The Company’s ability to attract and retain customers
depends, in part, upon the external perceptions of the Company, the quality of its products and its corporate and management integrity.
The consumer goods industry is by its nature more prone to reputational risks than other industries. This has been compounded in
recent years by the free flow of unverified information on the Internet and, in particular, on social media. Damage to the Company’s
brands or reputation or negative publicity or perceptions about the Company could adversely affect its business.
Operational and regulatory risks
Interruptions in the Company’s operations caused by outside forces could cause material losses.
The Company’s worldwide operations could be subject to natural and man-made disasters, telecommunications failures, water
shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, conflicts, acts of terrorism, health epidemics and
other business interruptions. The occurrence of any of these business disruptions could seriously harm the Company’s business,
revenue and financial condition and increase the Company’s costs and expenses. If the Company’s or its manufacturers’ warehousing
facilities or transportation facilities are damaged or destroyed, the Company would be unable to distribute products on a timely basis,
which could harm the Company’s business. The Company’s back-up operations may be inadequate, and the Company’s business
interruption insurance may not be sufficient to compensate for any losses that may occur.
In September 2017, manufacturing of sterling silver products at the Company’s leased manufacturing facility in San Germán, Puerto
Rico was temporarily halted due to Hurricane Maria. The hurricane did not cause significant asset damage at the facility, however the
interruption in manufacturing resulted in an increase in certain fixed overhead costs during the year ended December 31,
2017. Manufacturing at the facility resumed during the fourth quarter. The interruption and the recovery efforts did not materially
impact the results of operations for the year ended December 31, 2017.
The Company’s international operations present special challenges that the Company may not be able to meet, and this could
materially and adversely affect the Company’s financial results.
The Company conducts business outside of the United States through subsidiaries, affiliates and joint ventures. These entities have
operations and assets in the United Kingdom, Mexico, Canada, China and Hong Kong. Therefore, the Company is subject to increases
and decreases in its investments in these entities resulting from the impact of fluctuations in foreign currency exchange rates. These
entities also bear risks similar to those risks faced by the Company. However, there are specific additional risks related to these
organizations, such as the failure of the Company’s partners or other investors to meet their obligations and higher credit and liquidity
risks related to thinly capitalized entities. Failure of these entities or the Company’s vendors to adhere to required regulatory or other
standards, including social compliance standards, could materially and adversely impact the Company’s reputation and business.
In addition, the Company sells its products in foreign countries and seeks to increase its level of international business activity.
Accordingly, the Company is subject to various risks, including:
• U.S.-imposed embargoes of sales to specific countries;
•
•
•
•
•
foreign import controls (which may be arbitrarily imposed or enforced);
import regulations and duties;
export regulations (which require the Company to comply with stringent licensing regimes);
anti-dumping regulations;
price and currency controls;
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•
•
•
exchange rate fluctuations;
dividend remittance restrictions;
expropriation of assets;
• war, civil uprisings and riots;
•
•
•
•
•
government instability;
the necessity of obtaining governmental approval for new and continuing products and operations;
legal systems or decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed
and that may be retroactively or arbitrarily applied;
unanticipated income taxes, excise duties, import taxes, export taxes or other governmental assessments; and
difficulties in managing a global enterprise.
Any significant violations of these regulations could result in civil or criminal sanctions or the loss of export or other licenses, which
could have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, the
Company’s organizational structure may limit its ability to transfer funds between countries, particularly into and out of the United
States, without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs
that could reduce sales or profits and have a material adverse effect on the Company’s financial condition, results of operations and
cash flows.
The Company operates in a regulated environment that imposes significant compliance requirements. Non-compliance with these
requirements could subject the Company to sanctions and materially adversely affect the Company’s business.
The Company is subject in the ordinary course of its business, in the United States and elsewhere, to many statutes, ordinances, rules
and regulations that, if violated by the Company or its affiliates, partners or vendors, could have a material adverse effect on the
Company’s business. The Company is required to comply with the United States Foreign Corrupt Practices Act (“FCPA”), the U.K.
Bribery Act and similar anti-bribery, anti-corruption and anti-kickback laws adopted in many of the countries in which the Company
does business which prohibit the Company from engaging in bribery or making other prohibited payments to foreign officials for the
purpose of obtaining or retaining business and also require maintenance of adequate record-keeping and internal accounting practices
to accurately reflect transactions. Under the FCPA, companies operating in the United States may be held liable for actions taken by
their strategic or local partners or representatives. The U.K. Bribery Act is broader in scope than the FCPA in that it directly addresses
commercial bribery in addition to bribery of government officials and it does not recognize certain exceptions, notably facilitation
payments that are permitted by the FCPA. Civil and criminal penalties may be imposed for violations of these laws. In many of the
countries in which the Company operates, particularly those with developing economies, it is or has been common for government
officials and businesses to engage in business practices that are prohibited by these laws. If the Company does not properly implement
and maintain practices and controls with respect to compliance with applicable anti-corruption, anti-bribery and anti-kickback laws, or
if the Company fails to enforce those practices and controls properly, the Company may be subject to regulatory sanctions, including
administrative costs related to governmental and internal investigations, civil and criminal penalties, injunctions and restrictions on the
Company’s business and capital raising activities, any of which could materially and adversely affect the Company’s business, results
of operations and financial condition. The Company’s employees, distributors, dealers and other agents could engage in conduct that
is not in compliance with such laws for which the Company might be held responsible. If the Company’s employees, distributors,
dealers or other agents are found to have engaged in illegal practices, the Company could suffer substantial penalties and the
reputation, business, results of operations and financial condition of the Company could be materially adversely affected.
The Company is additionally subject to general business laws and regulations, as well as regulations and laws specifically governing
the Internet and e-commerce. Such existing and future laws and regulations may impede the growth of Internet or other online services
and thereby adversely impact the Company’s sales. These laws and regulations may cover taxation, user privacy, data security,
pricing, content, proprietary rights, advertising, distribution, electronic contracts and other communications, consumer protection, the
provision of online payment services, broadband residential Internet access and the characteristics and quality of products and
services. It is not clear in certain cases how existing laws and regulations governing issues such as property ownership, sales and other
taxes and personal privacy apply to the Internet and e-commerce. Unfavorable resolutions of these issues would harm the Company’s
business, diminish the demand for the Company’s products on the Internet and increase the Company’s cost of doing business.
A failure in the Company’s operating systems or infrastructure or those of third parties could disrupt the Company’s business and
cause losses.
The Company relies on many information technology systems for the operation of its principal business functions, including, but not
limited to, the Company’s enterprise resource planning, warehouse management, inventory forecast and ordering and call center
19
systems. In the case of the Company’s inventory forecast and ordering system, most of the Company’s orders are received directly
through electronic connections with the Company’s largest customers. Additionally, the success of certain product categories in a
competitive marketplace is dependent upon the creation and launch of new, innovative products. Accordingly, to keep pace within a
competitive retail environment, the Company uses and will continue to evaluate new technologies to improve the efficiency of
designing new innovative products. The failure of any of these systems or technologies could have a material adverse effect on the
Company’s business and results of operations.
The Company is subject to cyber security risks and may incur increasing costs in efforts to minimize those risks and to comply with
regulatory standards.
The Company employs information technology systems and Internet systems, including websites, which allow for the secure storage
and transmission of proprietary or confidential information regarding the Company’s customers, employees and others, including
credit card information and personal identification information. The Company has made significant efforts to secure its computer
network to mitigate the risk of possible cyber-attacks and is continuously working to upgrade its existing information technology
systems and provide employee awareness training around phishing, malware, and other cyber risks to ensure that the Company is
protected, to the greatest extent possible, against cyber risks and security breaches. Despite these efforts security of the Company’s
computer networks could be compromised which could impact operations and confidential information could be misappropriated,
which could lead to negative publicity, loss of sales and profits or cause the Company to incur significant costs to reimburse third-
parties for damages which could adversely impact profits.
Additionally, the Company must comply with increasingly complex and rigorous regulatory standards enacted to protect businesses
and personal data, including the General Data Protection Regulation (“GDPR”), a comprehensive European Union privacy and data
protection reform effective in 2018. GDPR, which applies to companies that are organized in the European Union (or otherwise
provide services to consumers who reside in the European Union), imposes strict standards regarding the sharing, storage, use,
disclosure and protection of end user data and significant penalties (monetary and otherwise) for non-compliance. Any failure to
comply with GDPR, or other regulatory standards, could subject the Company to legal and reputational risks. Misuse of or failure to
secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by
governmental entities or others, damage to the Company’s reputation and credibility, and could have a material adverse effect on the
Company’s business and results of operations.
The Company will be subject to additional laws and regulations governing the Internet and e-commerce due to Taylor’s strong
online presence and may be subject to future laws and regulations governing the Internet and e-commerce, which could have a
material adverse effect on the Company’s operations.
The Company will be subject to additional laws and regulations governing the Internet and e-commerce due to Taylor’s substantial
online presence. These existing and future laws and regulations may impede the growth of the Internet or other online services. These
regulations and laws may cover taxation, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts
and other communications, consumer protection, the provision of online payment services, broadband residential Internet access and
the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property ownership,
sales and other taxes, and personal privacy apply to the Internet and e-commerce. Unfavorable resolutions of these issues would harm
the Company’s business. This could, in turn, diminish the demand for the Company’s products on the Internet and increase the cost of
doing business.
The Company sells consumer products which involve an inherent risk of product liability claims.
The marketing of certain of the Company’s consumer products involve an inherent risk of product liability claims or recalls or other
regulatory or enforcement actions initiated by the U.S. Consumer Product Safety Commission, by the Office of Fair Trading in the
U.K., by other regulatory authorities or through private causes of action and the Company has had in the past, and may have in the
future, recalls (both voluntary and involuntary) of its products. Any defects in products the Company markets could harm the
Company’s reputation, adversely affect its relationship with its customers and decrease market acceptance of the Company’s products
and the strength of the brand names under which the Company markets such products. Potential product liability claims may exceed
the amount of the Company’s insurance coverage (which is subject to self-insured retention amounts) and could materially damage the
Company’s business and its financial condition. Additionally, the Company’s product standards could be impacted by new or revised
environmental rules and regulations or other social initiatives.
The Company may incur material costs due to environmental liabilities.
The Company is subject to a broad range of federal, state, local, foreign and multi-national laws and regulations relating to the
environment. These include laws and regulations that govern:
•
discharges to the air, water and land;
20
•
•
the handling and disposal of solid and hazardous substances and wastes; and
remediation of contamination associated with release of hazardous substances at the Company’s facilities and at off-site
disposal locations.
The Company may incur material costs to comply with increasingly stringent environmental laws and enforcement policies.
Moreover, there are proposed international accords and treaties, as well as federal, state and local laws and regulations, which would
attempt to control or limit the causes of climate change, including the effect of greenhouse gas emissions on the environment. In the
event that the U.S. government or foreign governments enact new climate change laws or regulations or make changes to existing laws
or regulations, compliance with applicable laws or regulations may result in increased manufacturing costs for the Company’s
products, such as by requiring investment in new pollution control equipment or changing the ways in which certain of the Company’s
products are made. The Company may incur some of these costs directly and others may be passed on to the Company from its third-
party suppliers. Although the Company believes that it is substantially in compliance with applicable environmental laws and
regulations at its facilities, the Company may not always be in compliance with such laws and regulations or any new laws and
regulations in the future, which could have a material adverse effect on the Company’s business, financial condition and results of
operations.
Wallace Silversmiths de Puerto Rico, Ltd. (“WSPR”), a wholly-owned subsidiary of the Company, operates a manufacturing facility
in San Germán, Puerto Rico that is leased from the Puerto Rico Industrial Development Company (“PRIDCO”). In March 2008, the
United States Environmental Protection Agency (the “EPA”) announced that the San Germán Ground Water Contamination site in
Puerto Rico (the “Site”) had been added to the Superfund National Priorities List due to contamination present in the local drinking
water supply.
In May 2008, WSPR received from the EPA a Notice of Potential Liability and Request for Information Pursuant to 42 U.S.C.
Sections 9607(a) and 9604(e) of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). WSPR
has cooperated with the EPA in their investigation. In August 2015, the EPA released its remedial investigation and feasibility study
(“RI/FS”) for the Site. In December 2015, the EPA issued its Record of Decision (“ROD”) for OU-1, selecting a dual phase removal
remedy to deal with soil contamination. The EPA’s selected remedy consists of soil vapor extraction and dual-phase extraction/in-situ
treatment. The EPA also designated a second operable unit under which the EPA will conduct further investigations to determine the
nature and extent of groundwater contamination, as well as a determination by the EPA on the necessity of any further response
actions to address groundwater contamination. It is not possible at this time for the Company to estimate its share of liability, if any,
related to this matter. However, in the event of one or more adverse determinations related to this matter, it is possible that the ultimate
liability resulting from this matter and the impact on the Company’s results of operations could be material.
If previously unknown contamination of property underlying or in the vicinity of the Company’s manufacturing facility or other
properties that are currently or have formerly been owned, operated or used by the Company is discovered, the Company could be
required to incur material unforeseen expenses. If this occurs, it may have a material adverse effect on the Company’s business,
financial condition and results of operations.
The Company may not be able to adequately address the additional review and disclosure required in respect of “Conflict
Minerals.”
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains regulations concerning the supply of conflict minerals
originating from the Democratic Republic of Congo and adjoining countries. As a result, the SEC adopted annual disclosure and
reporting requirements for those companies that use such conflict minerals in the products they manufacture or contract to
manufacture. These requirements require ongoing due diligence efforts and there are costs associated with complying with these
disclosure requirements, including the costs of investigations to determine the sources of raw materials used in the Company’s
products and the costs of any changes to products, processes or sources of supply as a consequence of the results of such
investigations. These rules could adversely affect the sourcing, supply and pricing of materials used in the Company’s products. As
there may be only a limited number of suppliers offering these conflict minerals from “conflict free” sources, the Company cannot
ensure that it will be able to obtain necessary materials from such suppliers in sufficient quantities or at competitive prices. Also, the
Company may face reputational challenges if it determines that certain of its products contain conflict minerals not determined to be
“conflict free” or if it is unable to sufficiently verify the origins for all conflict minerals used in its products through the procedures the
Company has implemented and may implement in the future.
The Company’s executives and other key employees are critical to the Company’s success. The loss of and failure to attract and
maintain its highly skilled employees could adversely affect the Company’s business.
The Company’s success depends, in part, on the efforts and skills of its executives and other key employees. The Company’s key
employees are experienced and highly qualified in the housewares industry. The loss of any of the Company’s executive officers or
other key employees could harm the business and the Company’s ability to timely achieve its strategic initiatives. The Company’s
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success also depends, in part, on its ability to identify, hire and retain other skilled personnel. The Company’s industry is characterized
by a high level of employee mobility and aggressive recruiting among competitors for personnel with successful track records. The
Company may not be able to attract and retain skilled personnel or may incur significant costs in order to do so.
Uncertainties associated with the acquisition of Taylor may cause a loss of management personnel and other key employees of
Taylor or the Company which could adversely affect the Company’s future business and operations following the acquisition.
The Company’s success after the acquisition will depend in part upon its ability to retain key management personnel and other key
employees of Taylor or the Company. Current and prospective employees of Taylor and the Company may experience uncertainty
about their roles within the Company following the acquisition or other concerns regarding the Company’s operations following the
acquisition, any of which may have an adverse effect on the Company’s ability to attract or retain key management and other key
personnel. Accordingly, no assurance can be given that the Company will be able to attract or retain key management personnel and
other key employees following the acquisition to the same extent that the Company has previously been able to attract or retain such
employees.
Governance risks related to the acquisition of Taylor
Pre-existing stockholders will have reduced ownership and voting interests after the acquisition.
The Company issued approximately 27% of its outstanding shares of common stock to Taylor Parent in the acquisition.
Upon the consummation of the acquisition, Taylor Parent became a stockholder of the Company. As a result, the percentage
ownership of the Company held by each of the pre-existing stockholders is smaller than such stockholder’s percentage ownership of
the Company prior to the acquisition. The Company’s pre-existing stockholders therefore, have proportionately less ownership and
voting interests in the Company following the acquisition than they had before the acquisition.
Following the acquisition Taylor Parent has significant influence over the Company and its interests may conflict with the
Company’s or its stockholders in the future.
As a result of the issuance of common stock to Taylor Parent, Taylor Parent will have significant influence over the Company. Going
forward, Taylor Parent’s degree of control will depend on, among other things, its level of ownership of the Company’s common
stock and its ability to exercise certain rights under the terms of the stockholders agreement that the Company entered into with Taylor
Parent in connection with the acquisition and merger agreement.
Under the stockholders agreement, for so long as Taylor Parent continues to beneficially own at least 50% of the shares it received at
the consummation of the acquisition, neither the Company nor any of its subsidiaries may take any of the following actions without
the approval of the directors designated by Taylor Parent, such approval not to be unreasonably withheld: (i) enter into any agreement
for a transaction that would result in a change of control of the Company; (ii) consummate any transaction for the sale of all or
substantially all of the Company’s assets; (iii) file for reorganization pursuant to Chapter 11, or for liquidation pursuant to Chapter 7,
of the U.S. Bankruptcy Code; (iv) liquidate or dissolve the business and affairs of the Company; (v) take any Board of Directors action
to seek an amendment to the Company’s Certificate of Incorporation or approve, or recommend that the Company’s stockholders
approve, an amendment to the Company’s Amended and Restated Bylaws, except as required by Delaware Law (as defined in the
merger agreement) or other applicable law and other than amendments that would not materially and disproportionately affect Taylor
Parent; (vi) incur additional debt in excess of $100 million in the aggregate, subject to certain exceptions; (vii) acquire or dispose of
assets or a business, in each case with an individual value in excess of $100 million; (viii) terminate the employment of the Chief
Executive Officer, other than for cause (in which case the Company shall consult in good faith with Taylor Parent on a replacement
Chief Executive Officer); or (ix) adopt a stockholder rights plan that does not exempt as “grandfathered persons” the stockholders
party to the stockholders agreement and their affiliates from being deemed “acquiring persons” due to their beneficial ownership of
the common stock of the Company upon the public announcement of adoption of such stockholder rights plan (it being understood
that no such plan shall restrict any stockholder party to the Stockholders Agreement or its affiliates from acquiring, in the aggregate,
common stock up to the level of their aggregate percentage beneficial ownership as of the public announcement of the adoption of
such stockholder rights plan).
Accordingly, Taylor Parent’s influence over the Company and the consequences of such control could have a material adverse effect
on the Company’s business and business prospects and negatively impact the trading price of its common stock.
Changes in the Company’s management team may adversely affect the Company’s operations.
Upon the consummation of the acquisition, Robert B. Kay became the Company’s new Chief Executive Officer. The Company’s prior
Chief Executive Officer, Jeffrey Siegel, remains with the Company in a new role as the Executive Chairman of the Board. Other
members of Taylor’s senior management became officers of the Company, as well. The Company may encounter challenges with the
22
integration of new members of its management team. Although many of the new members of the Company’s management team have
substantial experience managing companies in its industry, they lack experience managing public companies or companies of the size
and scope of the Company. The Company cannot assure you that they will not require significant time to learn the Company’s
business and become familiar with various aspects of its operations. The devotion of a significant portion of their time to the
integration of the Company’s businesses and their lack of experience may adversely affect the Company’s operations.
The acquisition resulted in changes to the Company’s Board of Directors that may affect the strategy and operations of the
Company as compared to that of the Company and Taylor on a stand-alone basis.
Upon consummation of the acquisition, the composition of the Company’s Board of Directors changed. Following the consummation
of the acquisition, the Company’s Board of Directors increased from 10 to 13 directors and Robert B. Kay and two new directors
designated for appointment to the Board of Directors by Taylor Parent, Bruce Pollack and Michael Schnabel, became members of the
Board of Directors. This new composition of the Board of Directors may affect the Company’s business strategy and operating
decisions following consummation of the acquisition. In addition, there can be no assurances that the new Board of Directors will
function effectively as a team and that there will not be any adverse effects on the business as a result.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The following table lists the principal properties at which the Company operated its business at December 31, 2017:
Location
Fontana, California (1) (4)
Rialto, California (1) (4)
Robbinsville, New Jersey(1)
Birmingham, England (2)
Winchendon, Massachusetts(1)
Corby, England (2)
Garden City, New York(3)
Medford, Massachusetts(1)
San Germán, Puerto Rico(1)
Shanghai, China(3)
Guangzhou, China(3)
New York, New York (1)
York, Pennsylvania(1)
Atlanta, Georgia(1)
Kowloon, Hong Kong(3)
Bentonville, Arkansas(1)
Newton, Pennsylvania (1)
Pawtucket, Rhode Island (1)
Menomonee Falls, Wisconsin(1)
Description
West Coast warehouse and distribution facility
West Coast warehouse and distribution facility
Principal East Coast warehouse and distribution facility
Offices, showroom, warehouse and distribution facilities
Warehouse and distribution facility, and spice packing line
Offices, showroom, warehouse and distribution facility
Corporate headquarters/main showroom
Offices, showroom, warehouse and distribution facility
Sterling silver manufacturing facility
Offices
Offices
Showrooms
Offices
Showrooms
Offices and showroom
Offices and showroom
Offices
Offices and showroom
Showroom
Size
(square
feet)
Owned/
Leased
753,000 Leased
703,000 Leased
700,000 Leased
204,000 Leased
175,000 Owned
168,000 Leased
159,000 Leased
Leased
69,000
Leased
55,000
Leased
22,000
Leased
18,000
Leased
17,000
Leased
14,000
Leased
11,000
Leased
7,300
Leased
7,000
Leased
5,900
Leased
4,900
Leased
4,000
(1)
(2)
(3)
(4)
Location primarily used by the U.S. Wholesale segment.
Location used by the International segment.
Location used by all segments.
In February 2017 the Company entered into a lease agreement for warehouse and distribution space in Rialto, California. The
Company took possession of this facility in December 2017. The facility will serve as the Company’s West Coast distribution
facility primarily for its U.S. Wholesale segment and will replace the Company’s existing Fontana, California facility, the lease
for which expires in March 2018.
23
Item 3. Legal Proceedings
Wallace Silversmiths de Puerto Rico, Ltd. (“WSPR”), a wholly-owned subsidiary of the Company, operates a manufacturing facility
in San Germán, Puerto Rico that is leased from the Puerto Rico Industrial Development Company (“PRIDCO”). In March 2008, the
United States Environmental Protection Agency (the “EPA”) announced that the San Germán Ground Water Contamination site in
Puerto Rico (the “Site”) had been added to the Superfund National Priorities List due to contamination present in the local drinking
water supply.
In May 2008, WSPR received from the EPA a Notice of Potential Liability and Request for Information Pursuant to 42 U.S.C.
Sections 9607(a) and 9604(e) of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). In July
2011, WSPR received a letter from the EPA requesting access to the property that it leases from PRIDCO to conduct an environmental
investigation, and the Company granted such access. In February 2013, the EPA requested access to conduct a further environmental
investigation at the property. PRIDCO agreed to such access and the Company consented. EPA conducted a further investigation
during 2013 and, in April 2015, notified the Company and PRIDCO that the results from vapor intrusion sampling may warrant
implementation of measures to mitigate potential exposure to sub-slab soil gas. The Company reviewed the information provided by
the EPA and requested that PRIDCO, as the property owner, find and implement a solution acceptable to the EPA. While WSPR did
not cause the sub-surface condition that resulted in the potential for vapor intrusion, in order to protect the health of its employees and
continue its business operations, it has nevertheless implemented corrective action measures to prevent vapor intrusion such as sealing
floors of the building and conducting periodic air monitoring to address potential exposure. On August 13, 2015, the EPA released its
remedial investigation and feasibility study (“RI/FS”) for the Site. On December 11, 2015, the EPA issued the Record of Decision
(“ROD”) for OU-1, electing to implement its preferred remedy which consists of soil vapor extraction and dual-phase extraction/in-
situ treatment. This selected remedy includes soil vapor extraction (“SVE”) to address soil (vadose zone) source areas at the Site,
impermeable cover as necessary for the implementation of SVE, dual phase extraction in the shallow saprolite zone, and in-situ
treatment as needed to address residual sources. The EPA’s estimated capital cost for its selected remedy is $7.3 million. The EPA
also designated a second operable unit under which the EPA will conduct further investigations to determine the nature and extent of
groundwater contamination, as well as a determination by the EPA on the necessity of any further response actions to address
groundwater contamination. In February 2017, the EPA indicated that it plans to expand its field investigation for the RI/FS for the
second operable unit to further determine the nature and extent of the groundwater contamination at and from the Site and to
determine the nature of the remedial action needed to address the contamination. The EPA has requested access to the property
occupied by WSPR to install monitoring wells and to undertake groundwater sampling as part of this expanded investigation. WSPR
has consented to EPA’s access request, provided that the EPA receives PRIDCO’s consent, as the property owner. WSPR never used
the primary contaminant of concern and did not take up its tenancy at the Site until after the EPA had discovered the contamination in
the local water supply. The EPA has also issued notices of potential liability to a number of other entities affiliated with the Site,
which used the contaminants of concern.
Accordingly, based on the above uncertainties and variables, it is not possible at this time for the Company to estimate its share of
liability, if any, related to this matter. However, in the event of one or more adverse determinations related to this matter, it is possible
that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.
The Company is, from time to time, involved in other legal proceedings. The Company believes that other current litigation is routine
in nature and incidental to the conduct of the Company’s business and that none such litigation, individually or collectively, would
have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
Item 4. Mine Safety Disclosure
Not applicable.
24
PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is traded under the symbol “LCUT” on the NASDAQ Global Select Market (“NASDAQ”).
The following table sets forth the quarterly high and low sales prices for the common stock of the Company for the fiscal periods
indicated as reported by NASDAQ.
First quarter .............................................................................................. $
Second quarter ..........................................................................................
Third quarter .............................................................................................
Fourth quarter ...........................................................................................
21.20 $
20.85
20.20
19.70
2017
High
Low
13.80 $
17.60
15.85
15.85
2016
High
15.45 $
17.80
16.03
19.35
Low
11.29
12.70
12.03
12.55
At December 31, 2017, the Company estimates that there were approximately 1,700 record holders of the Company’s common stock.
The Company is authorized to issue 100 shares of Series A Preferred stock and 2,000,000 shares of Series B Preferred stock, none of
which were issued or outstanding at December 31, 2017.
In the last two fiscal years, the Board of Directors declared a dividend of $0.0425 per share payable on each of May 16, 2016,
August 15, 2016, November 15, 2016, February 15, 2017, May 15, 2017, August 15, 2017, November 15, 2017 and February 15,
2018. The Board of Directors currently intends to continue paying cash dividends for the foreseeable future, although the Board of
Directors may in its discretion determine to modify or eliminate such dividends at any time. On March 8, 2018, the Board of Directors
declared a quarterly dividend of $0.0425 per share payable on May 15, 2018 to shareholders of record on May 1, 2018. The
Company’s Credit Agreement, however, may restrict its ability to declare and pay dividends, establishing conditions that are to be met
prior to making any dividend payment as well as restrictions on the amount of any dividend payment.
The following table summarizes the Company’s equity compensation plan as of December 31, 2017:
Plan category
Equity compensation plan approved by security holders ............................
Equity compensation plan not approved by security holders ......................
Number of
shares of
common
stock to be
issued upon
exercise of
outstanding
options,
warrants or
rights (1)
1,799,538 $
—
Total ............................................................................................................
1,799,538 $
Weighted-
average
exercise price
of
outstanding
options (2)
Number of
shares of
common
stock
remaining
available for
future
issuance
13.64
—
13.64
619,369
—
619,369
(1) Securities reported in this column include outstanding options to purchase 1,456,200 shares of common stock as well as 343,338
deferred stock awards, the maximum number of performance-based deferred stock awards where the underlying shares have not
been issued.
(2) The weighted-average exercise price takes into account option awards but not the shares subject to performance-based deferred
stock awards.
25
The following chart compares the cumulative total return on the Company’s common stock with the NASDAQ Market Index and the
Hemscott Group Index for Housewares & Accessories. The comparisons in this chart are required by the SEC and are not intended to
forecast or be indicative of the possible future performance of the Company’s common stock.
PERFORMANCE GRAPH
Date
Lifetime
Brands, Inc.
Hemscott
Group Index
NASDAQ
Market
Index
12/31/2012 ..................................................................................... $
12/31/2013 ..................................................................................... $
12/31/2014 ..................................................................................... $
12/31/2015 ..................................................................................... $
12/31/2016 ..................................................................................... $
12/31/2017 ..................................................................................... $
100.00 $
149.59 $
165.11 $
128.63 $
174.17 $
163.34 $
100.00 $
146.57 $
177.44 $
202.37 $
208.68 $
146.73 $
100.00
140.12
160.78
171.97
187.22
242.71
(1) The graph assumes $100 was invested as of the open of trading on January 1, 2013 and dividends were reinvested. Measurement
points are at the last trading day of each of the fiscal years ended December 31, 2013, 2014, 2015, 2016 and 2017. The material
in this chart is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether or not the
chart is prepared before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation
language in such filing. A list of the companies included in the Hemscott Group Index will be furnished by the Company to any
stockholder upon written request to the Chief Financial Officer of the Company.
Item 6. Selected Financial Data
The selected consolidated statement of operations data for the years ended December 31, 2017, 2016 and 2015 and the selected
consolidated balance sheet data as of December 31, 2017 and 2016 have been derived from the Company’s audited consolidated
financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of operations data
for the years ended December 31, 2014 and 2013 and the selected consolidated balance sheet data at December 31, 2015, 2014 and
2013 have been derived from the Company’s audited consolidated financial statements included in the Company’s Annual Reports on
Form 10-K for those respective years, which are not included in this Annual Report on Form 10-K.
26
This information should be read together with the discussion in Management’s Discussion and Analysis of Financial Condition and
Results of Operations and the Company’s consolidated financial statements and notes to those statements included elsewhere in this
Annual Report on Form 10-K.
2017
2016
2015
2014
2013
Year ended December 31,
STATEMENT OF OPERATIONS DATA(1)
Net sales ..................................................................................... $ 579,476 $ 592,619 $ 587,670 $ 586,010 $ 502,721
Cost of sales ...............................................................................
315,459
Distribution expenses (2) ..............................................................
44,364
Selling, general and administrative expenses (3) .........................
114,345
Intangible asset impairment .......................................................
—
Restructuring expenses ..............................................................
367
373,129
54,202
133,786
3,384
125
375,719
57,006
130,397
—
2,420
373,284
54,815
134,903
—
437
364,319
58,050
140,903
—
1,024
(in thousands, except per share data)
Income from operations .............................................................
Interest expense ..........................................................................
Financing expense ......................................................................
Loss on early retirement of debt ................................................
Income before income taxes, equity in earnings and
extraordinary item .................................................................
Income tax provision..................................................................
Equity in earnings (losses), net of taxes (4) ..................................
15,180
(4,291)
—
(110)
10,779
(9,032)
407
27,077
(4,803)
—
(272)
22,002
(7,030)
748
24,231
(5,746)
(154)
—
18,331
(6,627)
574
21,384
(6,418)
(758)
(346)
13,862
(5,825)
(6,493)
28,186
(4,847)
—
(102)
23,237
(9,175)
(4,781)
Net income ................................................................................. $
2,154 $
15,720 $
12,278 $
1,544 $
9,281
Basic income per common share ............................................... $
0.15 $
1.11 $
0.89 $
0.11 $
0.73
Weighted-average shares outstanding – basic ............................
14,505
14,174
13,850
13,519
12,757
Diluted income per common share ............................................ $
0.14 $
1.08 $
0.86 $
0.11 $
0.71
Weighted-average shares outstanding – diluted .........................
14,955
14,549
14,266
13,974
13,043
Cash dividends declared per common share .............................. $
0.17 $
0.17 $
0.16 $
0.15 $ 0.13125
2017
2016
December 31,
2015
2014
2013
BALANCE SHEET DATA(1)
Current assets ............................................................................. $ 258,423 $ 256,447 $ 243,380 $ 258,117 $ 214,676
Current liabilities .......................................................................
69,494
Working capital ..........................................................................
145,182
Total assets .................................................................................
336,739
Short-term borrowings ...............................................................
3,937
Long-term debt ..........................................................................
65,919
Stockholders’ equity ..................................................................
180,905
83,869
174,248
421,402
10,765
127,655
188,233
91,361
152,019
398,331
19,898
80,350
199,468
91,286
165,161
399,854
9,456
86,201
197,728
71,515
186,908
401,521
69
94,744
210,279
(in thousands)
Notes:
(1) The acquisition of Kitchen Craft in January 2014 affects the comparability of the periods.
(2) The 2016 period includes a $1.3 million charge to correct prior years’ depreciation of certain assets within the U.S. Wholesale
(3)
(4)
segment.
In 2015 and 2014, the Company recorded a net charge of $0.7 million and a credit of $4.2 million, respectively, related to
adjustments to the fair value of certain contingent consideration. The 2017, 2016 and 2015 periods include the impact of
unrealized gains (losses) on foreign currency contracts of ($2.8) million, $0.7 million and $0.3 million, respectively.
In 2013, the Company recorded a charge of $5.0 million, net of tax for a reduction of the fair value of the Company’s
investment in Vasconia. In 2014, the Company recorded a charge of $6.0 million, net of tax, for a reduction of the fair value of
the Company’s investment in GSI.
27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements for the Company and notes thereto
set forth in Item 15. This discussion contains forward-looking statements relating to future events and the future performance of the
Company based on the Company’s current expectations, assumptions, estimates and projections about it and the Company’s industry.
These forward-looking statements involve risks and uncertainties. The Company’s actual results and timing of various events could
differ materially from those anticipated in such forward-looking statements as a result of a variety of factors, as more fully described
in this section and elsewhere in this Annual Report including those discussed under “Disclosures regarding Forward-Looking
Statements” and under Item 1A “Risk Factors” and Item 7A “Quantitative and Qualitative Disclosures Regarding Market Risk.” The
Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.
ABOUT THE COMPANY
The Company designs, sources and sells branded kitchenware, tableware and other products used in the home. The Company’s
product categories include two categories of products that people use to prepare, serve and consume foods: Kitchenware (kitchen tools
and gadgets, cutlery, cutting boards, cookware, pantryware, spice racks and bakeware) and Tableware (dinnerware, stemware, flatware
and giftware); and one category, Home Solutions, which comprises other products used in the home (thermal beverageware, food
storage and home décor). In 2017, Kitchenware products and Tableware products accounted for approximately 89% of the Company’s
U.S. Wholesale net sales and 88% of the Company’s consolidated net sales. In 2016, Kitchenware products and Tableware products
accounted for approximately 90% of the Company’s U.S. Wholesale net sales and 88% of the Company’s consolidated net sales.
The Company markets several product lines within each of its product categories and under most of the Company’s brands, primarily
targeting moderate price points through virtually every major level of trade. The Company believes it possesses certain competitive
advantages based on its brands, its emphasis on innovation and new product development and its sourcing capabilities. The Company
owns or licenses a number of leading brands in its industry including Farberware®, Mikasa®, KitchenAid®, Pfaltzgraff®, KitchenCraft®,
Fitz and Floyd®, Sabatier®, Kamenstein®, Built NY®, MasterClass®, Fred® and LaCafetière®. Historically, the Company’s sales growth
has come from expanding product offerings within its product categories, by developing existing brands, acquiring new brands,
including complementary brands in markets outside the United States, and establishing new product categories. Key factors in the
Company’s growth strategy have been the selective use and management of the Company’s brands and the Company’s ability to
provide a stream of new products and designs. A significant element of this strategy is the Company’s in-house design and
development teams that create new products, packaging and merchandising concepts.
On December 22, 2017, the Company entered into a Merger Agreement for the acquisition of Taylor by the Company. At a special
meeting of stockholders held on February 28, 2018, stockholders approved the issuance of shares of the Company’s common stock
pursuant to the Merger Agreement. The acquisition was completed on March 2, 2018, for approximately $297.3 million, including
approximately 5.6 million newly issued shares of the Company’s common stock. Taylor and its subsidiaries (dba Filament Brands)
primarily design, market and distribute consumer and food service precision measurement products, including kitchen scales,
thermometers and timers, bath scales, wine accessories, kitchen tools, hydration products and select outdoor products to major
retailers in the United States, Canada and select distributors throughout Europe and Asia. Taylor distributes products under the Taylor,
Salter, Springfield, HoMedics, Rabbit, Houdini, Metrokane, Mako, EatSmart, TravelWise, Chef’n, Vibe, d.stil, RBT and private label
brand names.
BUSINESS SEGMENTS
The Company has three reportable segments: U.S. Wholesale, International and Retail Direct. The U.S. Wholesale segment is the
Company’s primary domestic business that designs, markets and distributes its products to retailers and distributors. The International
segment consists of certain business operations conducted outside the U.S. The Retail Direct segment is that in which the Company
markets and sells a limited selection of its products directly to consumers through its Pfaltzgraff, Mikasa, Fred and Friends, Built NY,
Fitz and Floyd, Housewares Deals and Lifetime Sterling internet websites. The Company has segmented its operations to reflect the
manner in which management reviews and evaluates its results of operations.
EQUITY INVESTMENTS
The Company owns approximately 30% of the outstanding capital stock of Grupo Vasconia, S.A.B. (“Vasconia”), an integrated
manufacturer of aluminum products and one of Mexico’s largest housewares companies.
The Company accounts for its investment in Vasconia using the equity method of accounting and has recorded its proportionate share
of Vasconia’s net income, net of taxes, as equity in earnings in the Company’s consolidated statements of operations. Pursuant to a
Shares Subscription Agreement (the “Agreement”), the Company may designate four persons to be nominated as members of
28
Vasconia’s Board of Directors. Shares of Vasconia’s capital stock are traded on the Bolsa Mexicana de Valores, the Mexican Stock
Exchange. The Quotation Key is VASCONI.
The Company recorded equity in earnings of Vasconia, net of taxes, of $415,000, $570,000 and $594,000 for the years ended
December 31, 2017, 2016 and 2015, respectively.
In 2016 the Company sold its 40% equity interest in GS Internacional S/A (“GSI”), a wholesale distributor of branded housewares
products in Brazil. The Company initially acquired GSI in December 2011 and accounted for this investment using the equity method
of accounting; however, impairment losses recognized in 2014 reduced the value of the investment to zero. Upon the sale of its equity
interest in GSI the Company recognized a net gain of $189,000 which is included within equity in earnings (losses), net of tax for the
year ended December 31, 2016.
In February 2012, the Company acquired a 50% stake in Grand Venture Holdings Limited (“Grand Venture”), a joint venture with
Manweal Development Limited (“Manweal”), a Chinese corporation, to distribute Mikasa® products in China, which included an
initial investment by the Company of $500,000. The Company and Manweal each own 50% of Grand Venture and have rights and
obligations proportionate to their ownership percentages. The Company accounts for its investment in Grand Venture using the equity
method of accounting and has recorded its proportionate share of Grand Venture’s net loss in equity in earnings in the Company’s
consolidated statements of operations.
In January 2011, the Company, together with Vasconia and unaffiliated partners, formed a joint venture based in Hong Kong that
supplies imported kitchenware products to retailers in North, Central and South America. The Company sold its investment in this
joint venture to an unaffiliated partner in October 2014.
SEASONALITY
The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth
quarters. In 2017, 2016 and 2015, net sales for the third and fourth quarters accounted for 60%, 61% and 59% of total annual net sales,
respectively. In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time
period.
IMPACT OF INFLATION
Inflation rates in the United States and in major foreign countries where the Company operates have not had a significant impact on its
results of operations or financial position during 2017, 2016 or 2015. The Company will continue its practice of monitoring costs and
adjusting prices, accordingly.
EFFECT OF ADOPTION OF ACCOUNTING PRINCIPLES
Adopted Accounting Pronouncements
Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) 2016-09, Improvements to Employee Share-
Based Payment Accounting. This standard requires, on a prospective basis, all income tax effects of awards to be recognized in the
income statement when the awards vest or are settled. The standard also allows an employer to repurchase more of an employee’s
shares than is currently allowed for tax withholding purposes without triggering liability accounting, and allows companies to make a
policy election to account for forfeitures as they occur. In connection with the adoption of this standard, the Company adopted a
policy to account for forfeitures as they occur on a modified retrospective basis. The change in policy of accounting for forfeitures
resulted in a $46,000 decrease to retained earnings, net of tax, which the Company recorded as of January 1, 2017. Upon adoption of
ASU 2016-09, on a prospective basis, excess tax benefits from share-based award activity are presented as an operating activity in the
Company’s statement of cash flow.
Effective January 1, 2017, the Company adopted ASU 2015-11, Inventory: Simplifying the Measurement of Inventory, which affects
reporting entities that measure inventory using either the first-in, first-out or average cost method. Specifically, the guidance requires
that inventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the
ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. This adoption did not have a
material impact on the Company’s condensed consolidated financial statements.
Accounting Pronouncements to be Adopted in Future Periods
In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Simplifying the Test for Goodwill
Impairment, to simplify the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test.
Under this standard, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting
29
unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds
the reporting unit’s fair value. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This
guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019. Early
adoption, which the Company did not elect, is permitted for interim or annual goodwill impairment tests performed on testing dates
after January 1, 2017.
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, to assist with evaluating whether
transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for fiscal years
beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted for transactions not reported in
financial statements that have been issued or made available for issuance.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash
Payments, which reduces the diversity in practice on how certain transactions are classified in the statement of cash flows. The
guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after
December 15, 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this pronouncement.
In February 2016, the FASB issued ASU 2016-02, Leases, which requires a lessee, in most leases, to initially recognize a lease
liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term.
The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within with those years. Early
adoption is permitted. The Company is evaluating the effect of adopting this pronouncement.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing
revenue and create common revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards.
Following the FASB’s finalization of a one year deferral of this standard, the ASU is now effective for fiscal years and interim periods
within those fiscal years beginning after December 15, 2017, with early adoption permitted for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2016. This ASU can be adopted either retrospectively to each reporting period
presented or as a cumulative effect adjustment as of the date of the adoption. The standard supersedes existing revenue recognition
guidance and replaces it with a five step revenue model with a core principle that an entity recognizes revenue to reflect the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in
exchange for those goods or services. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from
Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) which clarifies
the implementation guidance on principal versus agent considerations.
The Company adopted the new guidance on January 1, 2018, using the modified retrospective transition method and will apply this
approach to those contracts that were not completed as of that date. The Company completed its evaluation of customer agreements
and changes to its controls to support recognition and disclosures under the new guidance. The Company does not expect the adoption
of the standard to have a material impact on its consolidated financial statements.
RESULTS OF OPERATIONS
The following table sets forth statement of operations data of the Company as a percentage of net sales for the periods indicated
below.
Net sales ...............................................................................................
Cost of sales .........................................................................................
Gross margin ........................................................................................
Distribution expenses ...........................................................................
Selling, general and administrative expenses ......................................
Restructuring .......................................................................................
Year Ended December 31,
2017
100.0%
62.9
37.1
10.0
24.3
0.2
2016
100.0%
63.4
36.6
9.6
22.0
0.4
2015
100.0%
63.5
36.5
9.3
23.0
0.1
Income from operations .......................................................................
Interest expense ...................................................................................
Loss on early retirement of debt ..........................................................
2.6
(0.7)
—
4.6
(0.8)
—
4.1
(1.0)
—
Income before income taxes and equity in earnings ............................
Income tax provision ...........................................................................
Equity in earnings, net of taxes ............................................................
1.9
(1.6)
0.1
Net income ...........................................................................................
0.4%
3.8
(1.2)
0.1
2.7%
3.1
(1.1)
0.1
2.1%
30
MANAGEMENT’S DISCUSSION AND ANALYSIS
2017 COMPARED TO 2016
Net Sales
Net sales for the year 2017 were $579.5 million, a decrease of $13.1 million, or 2.2%, compared to net sales of $592.6 million in 2016.
Net sales for the U.S. Wholesale segment in 2017 were $462.6 million, a decrease of $8.4 million, or 1.8%, compared to net sales of
$471.0 million in 2016.
Net sales for the U.S. Wholesale’s Kitchenware product category in 2017 were $276.6 million, a decrease of $10.2 million, or 3.6%,
compared to net sales of $286.8 million in 2016. The decrease in the U.S. Wholesale’s Kitchenware product category was attributable
to declines in pantryware and cutlery warehouse club sales and a decline in tools and gadget sales due to certain retailer programs not
repeating. These declines were partially offset by an increase in bakeware sales and an increase in sales to on-line retailers across all
Kitchenware product categories.
Net sales for the U.S. Wholesale’s Tableware product category in 2017 were $134.0 million, a decrease of $1.9 million, or 1.4%,
compared to net sales of $135.9 million for 2016. The Tableware product category sales decrease was primarily attributable to a
decline in housewares and metals warehouse club programs. These decreases were partially offset by an increase in sales from Fitz
and Floyd of approximately $7.0 million.
Net sales for the U.S. Wholesale’s Home Solutions products category in 2017 were $52.0 million, an increase of $3.7 million, or
7.7%, compared to net sales of $48.3 million in 2016. The increase reflects an increase in hydration programs and a new lunch bag
program at a warehouse club. This increase was partially offset by a decline in home décor sales attributable to the SKU simplification
initiative.
Net sales for the International segment in 2017 were $97.8 million, a decrease of $3.3 million, compared to net sales of $101.1 million
for 2016. In constant currency, which excludes the impact of foreign exchange fluctuations, net sales increased approximately 0.3%.
The increase, in constant currency, is due to an increase in kitchenware sales to on-line retailers and export sales, partially offset by a
decline in tableware sales with certain customers.
Net sales for the Retail Direct segment in 2017 were $19.1 million, a decrease of $1.5 million, or 7.3%, compared to $20.6 million for
2016. The decrease was attributable a reduction in new products introduced during the 2017 period as compared to the 2016 period.
Gross margin
Gross margin for 2017 was $215.2 million, or 37.1%, compared to $216.9 million, or 36.6%, for the corresponding period in 2016.
Gross margin for the U.S. Wholesale segment was $170.9 million, or 36.9%, for 2017 compared to $169.4 million, or 36.0%, for
2016. Gross margin fluctuates from period to period based on a number of factors, including product and customer mix. The increase
in margin is attributable to changes in customer and product mix in the Kitchenware and Tableware product categories and a reduction
in customer allowances. These increases were partially offset by a decrease in gross margin in the Home Solutions product category
due a change in customer mix and an increase in customer allowances.
Gross margin for the International segment was $31.8 million, or 32.5%, for 2017 compared to $33.7 million, or 33.4%, for 2016. The
decrease in gross margin in the International segment is a result of a change in customer mix, tableware product lines de-emphasized
and higher customer allowances. The decrease in gross margin in the International segment is also the result of the strengthened
U.S. Dollar against the Pound Sterling.
Gross margin for the Retail Direct segment was $12.5 million, or 65.5%, for 2017 compared to $13.8 million, or 67.0%, for 2016. The
decrease in gross margin percentage in Retail Direct reflects an increase in clearance sales activity in the 2017 period.
Distribution expenses
Distribution expenses were $58.1 million for the 2017 period as compared to $57.0 million for the 2016 period. In 2016, the Company
identified and corrected an error in the accumulated depreciation balance relating to certain leasehold improvements at one of its U.S.
warehouses. Accordingly, distribution expense for the year ended December 31, 2016 includes $1.2 million of additional depreciation
expense to properly reflect the accumulated depreciation balance of these assets as of December 31, 2016. Excluding this additional
depreciation expense, distribution expenses as a percentage of net sales were 10.0% and 9.4% in 2017 and 2016, respectively.
31
Distribution expenses as a percentage of net sales for the U.S. Wholesale segment were approximately 8.9% in 2017 and 8.5% in
2016. Excluding the additional depreciation expense described above, distribution expenses as a percentage of net sales for the U.S.
Wholesale segment were approximately 8.2% in 2016. Excluding the depreciation expense described above, distribution expenses as a
percentage of sales shipped from the Company’s warehouses located in the United States for the U.S. Wholesale segment were 9.7%
and 9.0% for 2017 and 2016, respectively. The increase reflects expenses associated with the Company’s west coast distribution
facility relocation, including inefficiencies in preparation for the relocation, as well an increase in employee costs and facility
expenses on lower sales. The increase is also partially attributable to an increase in freight expense on higher sales to prepaid freight
customers.
Distribution expenses as a percentage of net sales for the International segment were approximately 10.8% and 10.9% for 2017 and
2016, respectively. Distribution expenses as a percentage of sales shipped from the Company’s warehouses for the International
segment were 12.3% and 12.6% for 2017 and 2016, respectively. The decrease reflects improved labor management and a decrease in
freight rates.
Distribution expenses as a percentage of net sales for the Retail Direct segment were 33.0% for 2017 compared to 30.6% for 2016.
The increase reflects lower sales and an increase in freight rates.
Selling, general and administrative expenses
Selling, general and administrative expenses (“SG&A”) for 2017 were $140.9 million, an increase of $10.5 million, or 8.1%, as
compared to $130.4 million for 2016.
SG&A expenses for 2017 for the U.S. Wholesale segment were $90.0 million, an increase of $2.5 million, or 2.9%, compared to
$87.5 million for 2016. The 2017 period reflects employee severance, intangible amortization related to the Company’s 2016
acquisitions, the inclusion of Fitz and Floyd and expenses associated with retailer credit concerns. The increase was partially offset by
a decrease in short term incentive compensation expense. As a percentage of net sales, SG&A expenses were 19.5% for 2017
compared to 18.6% for 2016.
SG&A expenses for 2017 for the International segment were $27.1 million, compared to $19.7 million for 2016. The increase was due
in part to unrealized losses on foreign currency contracts of $2.8 million in the current period, resulting from the Company’s hedging
activity, as compared to unrealized gains of approximately $0.7 million in 2016. The 2016 period includes realized gains on the
settlement of foreign currency contracts of approximately $1.4 million and translation gains of approximately $1.7 million. These
gains were not repeated in 2017. The 2017 period also includes expenses of approximately $0.7 million attributable to the
implementation of SAP. As a percentage of net sales, SG&A expenses increased to 27.7% for 2017 compared to 19.5% for 2016.
SG&A expenses for 2017 for the Retail Direct segment were $6.6 million compared to $6.7 million for 2016. The decrease was
primarily due to a decrease in selling expenses.
Unallocated corporate expenses for 2017 were $17.2 million compared to $16.5 million for 2016. The increase in the 2017 period was
primarily attributable to an increase in professional and acquisition related fees, partially offset by a decrease in short term incentive
compensation expense.
Restructuring expenses
During 2017, the Company recorded $1.0 million of restructuring expense, primarily for severance, related to the integration of
operations in Europe.
Restructuring expenses related to the U.S. Wholesale restructuring plan were $2.4 million for 2016. The expense for the 2016 period
includes severance of approximately $0.7 million and consulting expense of approximately $1.6 million.
Interest expense
Interest expense for 2017 was $4.3 million compared to $4.8 million for 2016. The decrease in expense is attributable to the use of
operating cash flow to reduce indebtedness and a decrease in the average borrowing rate due to Term Loan repayments.
Loss on early retirement of debt
In April 2017, the Company repaid the outstanding balance under its Term Loan. In connection therewith, the Company wrote-off
debt issuance costs of $0.1 million.
32
In April 2016, the Company made a prepayment of $15.2 million in accordance with the amended terms of the Company’s Term
Loan. In connection therewith, the Company wrote-off debt issuance costs of $0.3 million.
Income tax provision
On December 22, 2017, the legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act
is one of the most comprehensive changes in the U.S. corporate tax law and policy since 1986 and certain provisions are extremely
complex in their application. The Tax Act revises the U.S. corporate income tax by, among other things, lowering the corporate
income tax rate from 35% to 21%, adopting a quasi-territorial income tax system and imposing a one-time transition tax on foreign
unremitted earnings, and setting limitations on deductibility of certain costs (e.g., interest expense).
The lower U.S. corporate income tax rate is effective January 1, 2018, however the U.S. deferred tax assets and liabilities were
adjusted in 2017 when the new tax law was enacted. Additionally, in 2017, as part of the transition to the new quasi-territorial tax
system, the Tax Act imposes a one-time tax on deemed repatriation of foreign subsidiaries’ earnings. The estimated impact of the Tax
Act summarized below is further described in the Notes to the consolidated financial statements (Note J).
The income tax provision was $9.0 million in 2017 and $7.0 million in 2016. The Company’s effective tax rate for 2017 was 83.8%,
compared to 32.0% for 2016. The higher effective tax rate in 2017 was driven by the reduced deferred tax assets resulting from the
application of a lower corporate tax rate under the Tax Act and the estimated transition tax. The higher rate in 2017 also resulted from
foreign pretax losses in jurisdictions where the local statutory rate is lower than the current U.S. corporate income tax rate and a
portion for which no benefit has been recognized due to a valuation allowance. The effective tax rate in 2016 reflected a reduction of
deferred tax liabilities in the U.K. as a result of a rate change enacted in 2016 as well as a favorable foreign tax rate differential for
income earned in the U.K.
Year Ended
December 31, 2017
(in thousands)
Transition tax on non-U.S. subsidiaries’
earnings ........................................................$
Re-measurement of U.S. deferred tax
assets and liabilities ................................
Total impact of the Tax Act on the
provision for income taxes ...........................$
338
2,981
3,319
Due to the complexities involved in accounting for the recently enacted Tax Act, the Company is required to include in its financial
statement the reasonable estimate of the impact of the Tax Act on earnings to the extent such reasonable estimate has been determined.
Accordingly, the U.S. provision for income tax for 2017 is based on the reasonable estimate guidance. The Company is continuing to
assess the impact from the Tax Act and may record adjustments in 2018.
Equity in earnings (losses)
The Company’s equity in earnings (losses), net of tax, for 2017 and 2016 are as follows:
Equity in earnings of Grupo Vasconia:
Equity earnings, net of tax .......................................... $
Tax benefit (provision) recorded in equity in
earnings (1) ..............................................................
Equity in earnings of Grupo Vasconia .................................
Equity in earnings of GSI:
Gain on sale of investment, net of tax ........................
Equity in earnings of GSI ....................................................
Equity in losses of other investments ...................................
$
33
Year Ended December 31,
2017
2016
(in thousands)
176
$
1,087
239
415
—
—
(8)
407
$
(517)
570
189
189
(11)
748
(1)
Income tax provision related to the valuation allowance for deferred taxes associated with the cumulative foreign currency
translation adjustment.
Equity in earnings of Vasconia, net of taxes, was $415,000 in 2017, as compared to $570,000 in 2016. Vasconia reported income from
operations for 2017 of $10.5 million, as compared to $5.6 million for 2016 and net income of $1.2 million in 2017, compared to
$3.5 million in 2016.
As described above, the Company sold its 40% equity interest in GSI during the year ended December 31, 2016. Upon the sale of its
equity interest in GSI the Company recognized a net gain of $189,000. This gain represents the net consideration received of
R$2.3 million (approximately $567,000) reduced by currency translation losses of $378,000 that were recognized when the equity
interest was sold.
34
MANAGEMENT’S DISCUSSION AND ANALYSIS
2016 COMPARED TO 2015
Net Sales
Net sales for the year 2016 were $592.6 million, an increase of $4.9 million, or 0.8%, compared to net sales of $587.7 million in 2015.
Net sales for the U.S. Wholesale segment in 2016 were $471.0 million, an increase of $12.4 million, or 2.7%, compared to net sales of
$458.6 million in 2015. As a result of the Company’s realignment of the product categories within the U.S. Wholesale segment,
previous periods presented for the U.S. Wholesale segment product categories have been recast to conform to the current period
presentation.
Net sales for the U.S. Wholesale’s Kitchenware product category in 2016 were $286.8 million, a decrease of $8.8 million, or 3.0%,
compared to net sales of $295.6 million in 2015. The decrease in the U.S. Wholesale’s Kitchenware product category was primarily
attributable to a decline in cutlery sales volume, partially offset by an increase in tools and gadgets due to strategic sales efforts with
key customers, including on-line retailers. The decrease is also partially offset by net sales from the Company’s acquisition of the
Amco Houseworks®, Chicago™ Metallic, Swing-A-Way® and Copco® brands.
Net sales for the U.S. Wholesale’s Tableware product category in 2016 were $135.9 million, an increase of $10.5 million, or 8.4%,
compared to net sales of $125.4 million for 2015. The Tableware product category sales increase was primarily attributable to an
increase in flatware and houseware sales from warehouse club programs. The increase was also due in part to an increase in sales to
on-line retailers.
Net sales for the U.S. Wholesale’s Home Solutions products category in 2016 were $48.3 million, an increase of $10.7 million, or
28.5%, compared to net sales of $37.6 million in 2015. The increase in the Home Solutions product category reflects an increase in
Built NY sales as a result of growth in hydration programs.
Net sales for the International segment in 2016 were $101.1 million, a decrease of $6.9 million, compared to net sales of
$108.0 million for 2015. In constant currency, which excludes the impact of foreign exchange fluctuations, net sales increased
approximately 5.6%. The increase, in constant currency, is due to an increase in kitchenware sales to on-line retailers and export sales,
partially offset by a small decline in tableware sales with certain customers.
Net sales for the Retail Direct segment in 2016 were $20.6 million, a decrease of $0.5 million, or 2.4%, compared to $21.1 million for
2015. The decrease was primarily attributable to a decrease in sales from the Mikasa® Internet website.
Gross margin
Gross margin for 2016 was $216.9 million, or 36.6%, compared to $214.4 million, or 36.5%, for the corresponding period in 2015.
Gross margin for the U.S. Wholesale segment was $169.4 million, or 36.0%, for 2016 compared to $163.5 million, or 35.7%, for
2015. Gross margin may be expected to fluctuate from period to period based on a number of factors, including product and customer
mix. The increase in gross margin for the U.S. Wholesale segment is primarily due to an increase in margin in the Kitchenware
product category which reflects a decrease in customer incentives and a change in product mix.
Gross margin for the International segment was $33.7 million, or 33.4%, for 2016 compared to $36.7 million, or 34.0%, for 2015. The
decrease in gross margin in the International segment is a result of the strengthened U.S. Dollar against the Pound Sterling as well as
the weakened Euro against the Pound Sterling during the period.
Gross margin for the Retail Direct segment was $13.8 million, or 67.0%, for 2016 compared to $14.2 million, or 67.2%, for 2015. The
decrease in gross margin in the Retail Direct segment reflects additional costs to reduce shipment breakage and higher royalty
expenses.
Distribution expenses
Distribution expenses for 2016 were $57.0 million as compared to $54.8 million for 2015. In 2016, the Company identified and
corrected an error in the accumulated depreciation balance relating to certain leasehold improvements at one of its U.S. warehouses.
Accordingly, distribution expense for the year ended December 31, 2016 includes $1.2 million of additional depreciation expense to
properly reflect the accumulated depreciation balance of these assets as of December 31, 2016. Excluding this additional depreciation
expense, distribution expenses as a percentage of net sales were 9.4% and 9.3% in 2016 and 2015, respectively.
35
Distribution expenses as a percentage of net sales for the U.S. Wholesale segment were approximately 8.5% in 2016 and 8.0% in
2015. Excluding the additional depreciation expense described above, distribution expenses as a percentage of net sales for the U.S.
Wholesale segment were approximately 8.2% in 2016. Distribution expenses, excluding the depreciation expense described above, as
a percentage of sales shipped from the Company’s warehouses located in the United States for the U.S. Wholesale segment were 9.0%
for 2016 and 2015. Sales shipped from the Company’s warehouses increased in 2016 and offset an increase in expense due to
transition service agreements for brands acquired in 2016 and labor related to smaller case pack shipments.
Distribution expenses as a percentage of net sales for the International segment were approximately 10.9% and 10.5% for 2016 and
2015, respectively. Distribution expenses as a percentage of sales shipped from the Company’s warehouses for the International
segment were 12.6% and 12.4% for the 2016 and 2015, respectively. The change reflects an increase warehouse labor and storage
costs.
Distribution expenses as a percentage of net sales for the Retail Direct segment were 30.6% for 2016 compared to 30.8% for 2015.
The decrease was from lower freight-out expenses due to fewer product breakage replacements.
Selling, general and administrative expenses
Selling, general and administrative expenses (“SG&A”) for 2016 were $130.4 million, a decrease of $4.5 million, or 3.3%, as
compared to $134.9 million for 2015.
SG&A expenses for 2016 for the U.S. Wholesale segment were $87.5 million, an increase of $2.7 million, or 3.2%, compared to
$84.8 million for 2015. The increase was attributable to an increase in incentive compensation, partially offset by a decrease in
employee expense due to a reduction in headcount. As a percentage of net sales, SG&A expenses were 18.6% for 2016 compared to
18.5% for 2015.
SG&A expenses for 2016 for the International segment were $19.7 million compared to $27.0 million for 2015. The decrease in the
2016 period was due to foreign currency transaction gains resulting from the Company’s hedging activity and the effect of foreign
currency translation as a result of the weakened British pound. As a percentage of net sales, SG&A expenses decreased to 19.5% for
2016 compared to 25.0% for 2015.
SG&A expenses for 2016 for the Retail Direct segment were $6.7 million compared to $8.2 million for 2015. The decrease was
primarily due to a decrease in employee related expenses and a decrease in marketing expenditures.
Unallocated corporate expenses for 2016 were $16.5 million compared to $14.9 million for 2015. The 2015 period included the
reimbursement of expenses incurred for an acquisition not completed and the reimbursement of certain litigation expenses. The
increase in the 2016 period was primarily attributable to an increase in professional and acquisition related fees.
Restructuring expenses
Restructuring expenses related to the U.S. Wholesale restructuring plan were $2.4 million and $0.4 million for 2016 and 2015,
respectively. The expense for the 2016 period includes severance of approximately $0.7 million and consulting expense of
approximately $1.6 million. The expense for the 2015 period includes $0.4 million of consulting expense.
Interest expense
Interest expense for 2016 was $4.8 million compared to $5.7 million for 2015. The decrease in expense is attributable to the use of
operating cash flow to reduce indebtedness and a decrease in the average borrowing rate due to Term Loan repayments.
Financing expenses
In 2015 the Company wrote off $0.2 million of expenses related to a refinancing of indebtedness that was not completed.
Loss on early retirement of debt
In April 2016, the Company made a prepayment of $15.2 million in accordance with the amended terms of the Company’s Term
Loan. In connection therewith, the Company wrote-off debt issuance costs of $0.3 million.
36
Income tax provision
The income tax provision was $7.0 million in 2016 and $6.6 million in 2015. The Company’s effective tax rate for 2016 was 32.0%,
compared to 36.2% for 2015. The lower effective tax rate in 2016 primarily reflects a reduction of deferred tax liabilities in the U.K.
as a result of a rate change enacted in 2016 as well as a favorable foreign tax rate differential for income earned in the U.K.
Equity in earnings (losses)
The Company’s equity in earnings (losses), net of tax, for 2016 and 2015 are as follows:
Year Ended December 31,
2016
2015
(in thousands)
Equity in earnings of Grupo Vasconia: ................................
Equity earnings, net of tax .......................................... $
Tax provision recorded in equity in earnings (1) .........
Equity in earnings of Grupo Vasconia .................................
Equity in earnings of GSI: ....................................................
Gain on sale of investment, net of tax ........................
Equity in earnings of GSI .....................................................
Equity in losses of other investments ...................................
1,087
(517)
570
189
189
(11)
$
1,897
(1,303)
594
—
—
(20)
$
748
$
574
(2)
Income tax provision related to the valuation allowance for deferred taxes associated with the cumulative foreign currency
translation adjustment.
Equity in earnings of Vasconia, net of taxes, was $570,000 in 2016, as compared to $594,000 in 2015. Vasconia reported income from
operations for 2016 of $5.6 million, as compared to $10.6 million for 2015 and net income of $3.5 million in 2016, compared to
$7.4 million in 2015.
As described above, the Company sold its 40% equity interest in GSI during the year ended December 31, 2016. Upon the sale of its
equity interest in GSI the Company recognized a net gain of $189,000. This gain represents the net consideration received of
R$2.3 million (approximately $567,000) reduced by currency translation losses of $378,000 that were recognized when the equity
interest was sold.
37
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated
financial statements which have been prepared in accordance with GAAP and with the instructions to Form 10-K and Article 10 of
Regulation S-X. The preparation of these financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates
and judgments based on historical experience and on various other factors that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. The Company evaluates these estimates including those related to revenue recognition, allowances for doubtful
accounts, reserves for sales returns and allowances and customer chargebacks, inventory mark-down provisions, health insurance
reserves, impairment of goodwill, tangible and intangible assets, stock compensation expense, accruals related to the Company’s tax
positions and tax valuation allowances. Actual results may differ from these estimates using different assumptions and under different
conditions. The Company’s significant accounting policies are more fully described in Note A of the Notes to the Consolidated
Financial Statements included in Item 15. The Company believes that the following discussion addresses its most critical accounting
policies, which are those that are most important to the portrayal of the Company’s consolidated financial condition and results of
operations and require management’s most difficult, subjective and complex judgments.
Inventory
Inventory consists principally of finished goods sourced from third-party suppliers. Inventory also includes finished goods, work in
process and raw materials related to the Company’s manufacture of sterling silver products. Inventory is priced using the lower of cost
(first-in, first-out basis) or net realizable value. The Company estimates the selling price of its inventory on a product by product basis
based on the current selling environment. If the estimated selling price is lower than the inventory’s cost, the Company reduces the
value of the inventory to its net realizable value. Net realizable value is the estimated selling price in the ordinary course of business,
less reasonably predictable cost of completion, disposal and transportation.
Accounts Receivable
The Company periodically reviews the collectability of its accounts receivable and establishes allowances for estimated losses that
could result from the inability of its customers to make required payments. A considerable amount of judgment is required to assess
the ultimate realization of these receivables including assessing the initial and on-going creditworthiness of the Company’s customers.
The Company also maintains an allowance for anticipated customer deductions. The allowances for deductions are primarily based on
contracts with customers. However, in certain cases the Company does not have a formal contract and, therefore, customer deductions
are non-contractual. To evaluate the reasonableness of non-contractual customer deductions, the Company analyzes currently
available information and historical trends of deductions. If the financial conditions of the Company’s customers or general economic
conditions were to deteriorate, resulting in an impairment of their ability to make payments or sell the Company’s products at
reasonable sales prices, or the Company’s estimate of non-contractual deductions varied from actual deductions, revisions to
allowances would be required, which could adversely affect the Company’s financial condition. Historically, the Company’s
allowances have been appropriate and have not resulted in material unexpected charges.
Goodwill, intangible assets and long-lived assets
Goodwill and intangible assets deemed to have indefinite lives are not amortized but, instead, are subject to an annual impairment
assessment. Additionally, if events or conditions were to indicate the carrying value of a reporting unit may not be recoverable, the
Company would evaluate goodwill and other intangible assets for impairment at that time. As it relates to the goodwill assessment, the
Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less
than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment testing
described in ASU Topic No. 350, Intangibles – Goodwill and Other. If, after assessing qualitative factors, the Company determines
that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step
impairment test is unnecessary and the Company’s goodwill is considered to be unimpaired. However, if based on the Company’s
qualitative assessment it concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying
amount, or if the Company elects to bypass the qualitative assessment, the Company will proceed with performing the two-step
process. The first step in the two-step process compares the carrying value of each reporting unit that has goodwill with the estimated
fair value of the respective reporting unit. Should the carrying value of a reporting unit be in excess of the estimated fair value of that
reporting unit, the second step must be performed. The second step represents a hypothetical purchase price allocation as if the
Company had acquired the reporting unit on that date. The Company also evaluates qualitative factors to determine whether or not its
indefinite lived intangibles have been impaired and then performs quantitative tests if required. These tests can include the royalty
savings model or other valuation models.
38
Long-lived assets, including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other
conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the
business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the
recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows
expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Company bypassed the optional qualitative impairment analysis for its three reporting units with goodwill for its October 1, 2017
impairment test. Accordingly, the first step of the two step goodwill impairment test, as described above, was performed. Under the
first step, the estimated fair value of each of the reporting units was determined using both the income approach and the market
approach. The significant assumptions used under the income approach, or discounted cash flow method, are projected net sales,
projected earnings before interest, tax, depreciation and amortization (“EBITDA”), terminal growth rates, and the cost of capital.
Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are
three primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to
be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. Under the
income and market approach, the resultant estimated fair value of the three reporting units exceeded their carrying value as of
October 1, 2017.
Management’s projections used to estimate the cash flows included increasing net sales and operational improvements designed to
reduce costs at the Company’s international reporting units. The planned cost savings are in line with that of a market participant and
are estimated based on the integration of the Company’s legal entities operating in Europe. The attainment of the savings from the
operational improvements in Europe are a critical factor in the determination of the fair value of the Kitchen Craft and Creative Tops
reporting units.
Changes in any of the significant assumptions used in the valuation of the Company’s reporting units can materially affect the
expected cash flows, and such impacts can result in the requirement to proceed to the second step of the test and potentially a material
non-cash impairment charge could result. The Company is not currently aware of any negative changes in its assumptions that could
lead to the fair value of the reporting unit being less than the carrying value.
Revenue recognition
The Company sells products:
• Wholesale, to retailers and distributors, and
• Retail, directly to consumers.
Wholesale sales and retail sales are recognized when title passes to the customer, which is primarily at the shipping point for
wholesale sales and upon delivery to the customer for retail sales. Shipping and handling fees that are billed to customers in sales
transactions are included in net sales. Net sales exclude taxes that are collected from customers and remitted to the taxing authorities.
The Company offers various sales incentives and promotional programs to its customers from time to time in the normal course of
business. These incentives and promotions typically include arrangements such as cooperative advertising, buydowns, volume rebates
and discounts. These arrangements and an estimate of sales returns are reflected as reductions in net sales in the Company’s
consolidated statements of operations.
Share-based compensation
The Company accounts for its share-based compensation arrangements in accordance with ASC Topic 718, “Stock Compensation”,
which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee
directors at fair value on the date of grant and recognition of compensation expense over the related service period for awards.
Forfeitures are accounted for as they occur.
The Company uses the Black-Scholes option valuation model to estimate the fair value of its stock options. The Black-Scholes option
valuation model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s
common stock and the risk-free interest rate. Changes in these subjective input assumptions can materially affect the fair value
estimate of the Company’s stock options on the date of the option grant.
Performance share awards are initially valued at the Company’s closing stock price on the date of grant. Each performance award
represents the right to receive up to 150% of the target number of shares of common stock. The number of shares of common stock
39
earned will be determined based on the attainment of specified performance goals by the end of the performance period, as determined
by the Compensation Committee. Compensation expense for performance awards is recognized over the vesting period, and will vary
based on remeasurement during the performance period. If the performance metrics are not probable of achievement during the
performance period, compensation expense would be reversed. The awards are forfeited if the performance metrics are not achieved as
of the end of the performance period. The performance share awards vest in full at the end of a three year period.
The Company bases the estimated fair value of restricted stock awards on the fair value of its common stock on the date of grant. The
estimated fair value of an award is determined based on the closing price of the Company’s common stock on the date of grant
multiplied by the number of shares awarded. Compensation expense is recognized on a straight-line basis over the vesting period.
Forfeitures are accounted for as they occur.
Restructuring Expenses
Costs associated with restructuring activities are recorded at fair value when a liability has been incurred. A liability has been incurred
at the point of closure for any remaining operating lease obligations and at the communication date for severance.
In 2016, to reduce costs and achieve synergies, the Company began the process of integrating its legal entities operating in Europe.
During the 2017, the Company recorded $1.0 million of restructuring expense related to the execution of this plan, primarily related to
severance. The Company does not expect to incur additional restructuring charges in 2018 related to this integration.
In December 2015, the Company commenced an in-depth review of its U.S. Wholesale business segment, which included the
evaluation of the segment’s efficiency and effectiveness, with the objective of developing a plan to restructure its operations as
appropriate. The Company expanded this restructuring plan in 2016 to focus on specific actions required to achieve the plan’s
objectives. The Company recorded $2.4 million and $437,000 of restructuring expenses during the years ended December 31, 2016
and 2015, respectively, related to the execution of this plan. The expense for the 2016 period includes severance of approximately
$0.7 million and consulting expense of approximately $1.6 million. The Company did not incur additional restructuring charges in
2017 and does not expect to incur additional restructuring charges in 2018, in each case, related to this plan.
Employee healthcare
The Company self-insures certain portions of its health insurance plan. The Company maintains an accrual for unpaid claims and
estimated claims incurred but not yet reported (“IBNR”). Although management believes that it uses the best information available to
estimate IBNR claims, actual claims may vary significantly from estimated claims.
Income taxes
The Company applies the required provisions for financial statement recognition, measurement and disclosure of uncertain tax
positions recognized in the Company’s financial statements. Tax positions must meet a more-likely-than-not recognition threshold and
measurement attribute for financial statement recognition and measurement of a tax position taken. The valuation allowance is also
calculated, established or maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized.
On December 22, 2017, the Tax Act was enacted. The Tax Act is one of the most comprehensive changes in the U.S. corporate tax
law and policy since 1986 and certain provisions are extremely complex in their application. The Tax Act revises the U.S. corporate
income tax by, among other things, lowering the corporate income tax rate from 35% to 21%, adopting a quasi-territorial income tax
system and imposing a one-time transition tax on foreign unremitted earnings, and setting limitations on deductibility of certain costs
(e.g., interest expense).
The lower U.S. corporate income tax rate is effective January 1, 2018, however the Company’s U.S. deferred tax assets and liabilities
were adjusted in 2017 when the new tax law was enacted. Additionally, in 2017, as part of the transition to the new quasi-territorial
tax system, the Tax Act imposes a one-time tax on deemed repatriation of foreign subsidiaries’ earnings.
On December, 22, 2017, SAB 118 was issued due to the complexities involved in accounting for the recently enacted Tax Act. SAB
118 requires the Company to include in its financial statements a reasonable estimate of the impact of the Tax Act on earnings to the
extent such estimate has been determined. Accordingly, the U.S. provision for income tax for 2017 is based on the reasonable estimate
guidance provided by SAB 118. The Company is continuing to assess the impact from the Tax Act and will record adjustments in
2018. The final impact on the Company from the Tax Act’s transition tax legislation may differ from the reasonable estimate due to
the complexity of calculating and supporting with primary evidence such U.S. tax attributes as accumulated foreign earnings and
profits, foreign tax paid, and other tax components involved in foreign tax credit calculations for prior years back to 1986. Such
differences could be material, due to, among other things, changes in interpretations of the Tax Act, future legislative action to address
questions that arise because of the Tax Act, changes in accounting standards for income taxes or related interpretations in response to
the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition tax’s reasonable estimate.
40
Derivatives
The Company accounts for all derivative instruments on the balance sheet at fair value as either an asset or a liability. Changes in the
fair value of derivatives that qualify as hedges and have been designated as part of a hedging relationship for accounting purposes
have no net impact on earnings to the extent the derivatives are considered highly effective in achieving offsetting changes in fair
value or cash flows attributable to the risk being hedged, until the hedged items are recognized in earnings. If a derivative which is
designated as part of a hedging relationship is considered ineffective in achieving offsetting changes in fair value or cash flows
attributable to the risk being hedged, the change in fair value is recorded in operations. For derivatives that do not qualify or are not
designated as hedging instruments for accounting purposes, changes in fair value are recorded in operations.
Foreign currency
Foreign currency denominated assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet
dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the relevant period. Income and
losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss). Gains and losses
from foreign currency transactions, including the unrealized gain or loss on the fair value of foreign exchange contracts not designated
as hedges and the realized gain or loss on all foreign exchange contracts, whether or not designated as hedges, are recognized in
selling, general and administrative expenses in the consolidated statements of operations.
41
LIQUIDITY AND CAPITAL RESOURCES
The Company’s principal sources of cash to fund liquidity needs are: (i) cash provided by operating activities and (ii) borrowings
available under its revolving credit facility under the ABL Credit Agreement. The Company’s primary uses of funds consist of
working capital requirements, capital expenditures, acquisitions and investments and payments of principal and interest on its debt.
At December 31, 2017, the Company had cash and cash equivalents of $7.6 million compared to $7.9 million at December 31, 2016,
working capital of $186.9 million at December 31, 2017 compared to $165.2 million at December 31, 2016 and the current ratio
(current assets to current liabilities) was 3.6 to 1.0 at December 31, 2017 compared to 2.8 to 1.0 at December 31, 2016.
Borrowings under the Company’s Revolving Credit Facility increased to $94.7 million at December 31, 2017 compared to
$86.2 million at December 31, 2016. The borrowings in 2017 were primarily attributable to the pay down of the Company’s Term
Loan and the financing of the Fitz and Floyd acquisition.
The Company believes that availability under its revolving credit facility under its ABL Credit Agreement and cash flows from
operations are sufficient to fund the Company’s operations for the next twelve months. However, if circumstances were to adversely
change, the Company may seek alternative sources of liquidity including debt and/or equity financing. However, there can be no
assurance that any such alternative sources would be available or sufficient. The Company closely monitors the creditworthiness of its
customers. Based upon its evaluation of changes in customers’ creditworthiness, the Company may modify credit limits and/or terms
of sale. However, notwithstanding the Company’s efforts to monitor its customers’ financial condition, the Company could be
materially affected by changes in the future.
Credit Facilities
At December 31, 2017, the Company’s Credit Agreement, which was to expire in January 2019, provided for, among other things, the
Revolving Credit Facility commitment totaling $175.0 million ($40.0 million of which was available for multi-currency borrowings)
and a Term Loan. At December 31, 2017, borrowings outstanding under the Revolving Credit Facility were $94.7 million and open
letters of credit were $3.2 million. At December 31, 2017, availability under the Revolving Credit Facility was approximately
$58.0 million. The Term Loan was repaid in full in April 2017. Interest rates on outstanding borrowings under the Revolving Credit
Facility at December 31, 2017 ranged from 2.5% to 5.5%.
In connection with the Company’s acquisition of Taylor, on March 2, 2018, (1) the Company entered into a new credit agreement
(with all exhibits, schedules and attachments thereto, the “ABL Credit Agreement”) with the Company, as a borrower and a guarantor,
the other borrowers (the “ABL Borrowers”) party thereto, the other guarantors party thereto, JPMorgan Chase Bank, N.A.
(“JPMorgan”), as administrative agent, and the lenders and issuing banks party thereto, evidencing a senior secured asset-based
revolving credit facility provided to the Company and the ABL Borrowers in the maximum aggregate principal amount of
$150.0 million, which facility will mature on March 2, 2023, and (2) the Company entered into a new loan agreement (with all
exhibits, schedules and attachments thereto, the “TLB Credit Agreement”) with the Company, as the borrower and a guarantor, the
other guarantors, JPMorgan, as administrative agent, Golub Capital LLC, as syndication agent, and the lenders party thereto,
providing for a senior secured term loan credit facility to the Company in the principal amount of $275.0 million, which will mature
on February 28, 2025. The term loan facility will be repaid, commencing June 30, 2018, in quarterly payments of principal equal to
0.25% of the original aggregate principal amount of the term loan facility. The maximum borrowing under the ABL Credit agreement
may be increased to up to $200.0 million if certain conditions are met. One or more tranches of additional term loans (the
“Incremental Facilities”) may be added under the TLB Credit Agreement if certain conditions are met. The Incremental Facilities may
not exceed the sum of (i) $50.0 million plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company’s secured net
leverage ratio, as defined in and computed pursuant to the TLB Credit Agreement, is no greater than 3.75 to 1.00 subject to certain
limitations and for the period defined pursuant to the TLB Credit Agreement.
Borrowings under the revolving credit facility bear interest, at the Company’s option, at one of the following rates: (i) base rate,
defined as the greater of the prime rate, a federal funds based rate plus 0.5% or one-month LIBOR plus 1.0%, plus a margin of 0.25%
to 0.75%, or (ii) LIBOR plus a margin of 1.25% to 1.75%. The respective margins are based upon the Company’s total leverage ratio,
as defined in and computed pursuant to the ABL Credit Agreement. The margin with respect to the revolving credit facility is, until
financial statements for the first full fiscal quarter ending after the Closing are delivered, 0.50% per annum in the case of base rate
borrowings and 1.50% per annum in the case of LIBOR borrowings.
The term loan facility bears interest, at the Company’s option, at one of the following rates: (i) base rate, defined as the greater of the
prime rate, a federal funds based rate plus 0.5% or one-month LIBOR plus 1.0%, plus a margin of 2.50% or (ii) LIBOR plus a margin
of 3.50%.
The Company utilized the proceeds of borrowings under the revolving credit facility and the proceeds of the term loan (i) to repay in
full all existing indebtedness for borrowed money under its former Credit Agreement, and (ii) to finance the acquisition of Taylor, the
42
refinancing of certain indebtedness of Taylor and its subsidiaries, and the payment of fees and expenses in connection with the
foregoing.
Availability under the ABL Credit Agreement depends on the valuation of certain current assets and the Company’s ability to meet
and maintain a financial ratio, if and when applicable. Due to the Company’s seasonality, this may mean that the Company will have
greater borrowing availability during the third and fourth quarters of each year. The borrowing capacity under the ABL Credit
Agreement will depend, in part, on eligible levels of accounts receivable and inventory that fluctuate regularly. Consequently, the
$150.0 million commitment thereunder may not represent actual borrowing capacity.
The Company will classify a portion of the revolving credit facility under its ABL Credit Agreement as a current liability if the
Company intends to and is able to repay the loan from cash flows from operations which are expected to occur within the year.
Repayments and borrowings under the facility can vary significantly from planned levels based on cash flow needs and general
economic conditions.
The Company’s payment obligations under its debt agreements are unconditionally guaranteed by its existing and future U.S.
subsidiaries with certain minor exceptions. Certain payment obligations under the ABL Credit Agreement are also direct obligations
of its foreign subsidiary borrowers designated as such under the ABL Credit Agreement and, subject to limitations on such guaranty,
are guaranteed by the foreign subsidiary borrowers, as well as by the Company. The obligations of the Company under the debt
agreements and any hedging arrangements and cash management services and the guarantees by its domestic subsidiaries in respect of
those obligations are secured by substantially all of the assets and stock (but in the case of foreign subsidiaries, limited to 65% of the
capital stock in first-tier foreign subsidiaries and not including the stock of subsidiaries of such first-tier foreign subsidiaries) owned
by the Company and the U.S. subsidiary guarantors, subject to certain exceptions. Such security interest consists of (1) a first-priority
lien, subject to certain permitted liens, with respect to certain assets of the Company and its domestic subsidiaries (the “ABL
Collateral”) pledged as collateral in favor of lenders under the ABL Credit Agreement and a second-priority lien in the ABL Collateral
in favor of the lenders under the TLB Credit Agreement and (2) a first-priority lien, subject to certain permitted liens, with respect to
certain assets of the Company and its domestic subsidiaries (the “TLB Collateral”) pledged as collateral in favor of lenders under the
TLB Credit Agreement and a second-priority lien in the TLB Collateral in favor of the lenders under the ABL Credit Agreement.
The debt agreements provides for customary restrictions and events of default. Restrictions include limitations on additional
indebtedness, acquisitions, investments and payment of dividends, among other things. Further, the ABL Credit Agreement provides
that during any period (a) commencing on the last day of the most recently ended four consecutive fiscal quarters on or prior to the
date availability under the ABL Credit Agreement is less than the greater of $15.0 million and 10% of the aggregate commitment
under the ABL Credit Agreement at any time and (b) ending on the day after such availability has exceeded the greater of
$15.0 million and 10% of the aggregate commitment under the ABL Credit Agreement for forty-five (45) consecutive days, the
Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 as of the last day of any period of four
consecutive fiscal quarters.
The Company was in compliance with the financial covenants of the former Credit Agreement at December 31, 2017.
The Company expects that it will continue to borrow and repay funds, subject to availability, under the ABL Credit Agreement based
on working capital and other corporate needs.
Covenant Calculations
Consolidated adjusted EBITDA, as provided below, is used in the calculation of covenants provided for in the Company’s Credit
Agreement as of December 31, 2017. The following is the Company’s Consolidated adjusted EBITDA for the last four fiscal quarters:
Consolidated adjusted EBITDA for the four quarters ended
December 31, 2017
(in thousands)
Three months ended December 31, 2017 .......................................................... $
Three months ended September 30, 2017 ..........................................................
Three months ended June 30, 2017 ...................................................................
Three months ended March 31, 2017 ................................................................
19,162
15,683
2,817
2,546
Total for the four quarters ........................................................................ $
40,208
43
Non-GAAP financial measure
Consolidated adjusted EBITDA is a non-GAAP financial measure within the meaning of Regulation G promulgated by the SEC. This
measure is provided because management of the Company uses this financial measure in evaluating the Company’s on-going financial
results and trends. Management also uses this non-GAAP information as an indicator of business performance. Consolidated adjusted
EBITDA is also one of the measures used to calculate financial covenants required to be maintained under the Company’s Credit
Agreement.
Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, the Company’s financial
performance measures prepared in accordance with GAAP. Further, the Company’s non-GAAP information may be different from the
non-GAAP information provided by other companies including other companies within the home retail industry.
The following is a reconciliation of net income as reported to Consolidated adjusted EBITDA for the years ended December 31, 2017
and 2016 and each fiscal quarter of 2017 and 2016:
Three Months Ended
March 31,
2017
June 30,
2017
September 30,
2017
(in thousands)
December 31,
2017
Year Ended
December 31,
2017
Net income as reported ....................................................... $
(1,331) $
(2,096) $
4,330 $
1,251 $
2,154
Subtract out:
Undistributed equity (earnings) losses, net ......
(540)
(430)
Add back:
Income tax provision (benefit) .........................
Interest expense................................................
Loss on early retirement of debt ......................
Depreciation and amortization, net ..................
Stock compensation expense ...........................
Restructuring expenses (1) .................................
Severance expense(1) .........................................
Warehouse relocation(1) ....................................
Permitted acquisition related expenses, net of
acquisition not completed ...........................
Unrealized loss (gain) on foreign currency
contracts ......................................................
(944)
941
—
3,286
804
—
—
—
(1,698)
1,001
110
3,348
726
254
155
—
35
(9)
295
1,456
326
3,505
1,172
—
4,063
952
272
—
—
166
897
265
8,169
1,177
—
3,468
908
498
166
667
2,424
169
(379)
9,032
4,291
110
14,165
3,390
1,024
321
667
2,616
2,817
Consolidated adjusted EBITDA.......................................... $
2,546 $ 2,817 $
15,683 $
19,162 $
40,208
44
Three Months Ended
March 31,
2016 (2)
June 30,
2016(2)
September 30,
2016(2)
(in thousands)
December 31,
2016(2)
Year Ended
December 31,
2016(2)
Net income as reported ....................................................... $
(4,288) $
(1,191) $
6,452 $
14,747 $
15,720
Subtract out:
Undistributed equity (earnings) losses, net ......
150
(18)
Add back:
Income tax provision (benefit) .........................
Interest expense................................................
Loss on early retirement of debt ......................
Depreciation and amortization .........................
Stock compensation expense ...........................
Restructuring expenses (1) .................................
Permitted acquisition related expenses, net of
acquisition not completed ...........................
Unrealized loss (gain) on foreign currency
contracts ......................................................
(2,270)
1,193
—
3,484
803
641
(473)
1,122
272
3,578
487
1,060
555
369
(199)
(212)
138
2,961
1,231
—
4,682
825
—
363
25
(814)
6,812
1,257
—
2,404
827
719
(852)
(359)
(544)
7,030
4,803
272
14,148
2,942
2,420
435
(745)
Consolidated adjusted EBITDA.......................................... $
69 $ 4,994 $
16,677 $
24,741 $
46,481
(1)
Restructuring expenses, severance expenses and warehouse relocation expenses represent non-recurring charges incurred during
such periods and are permitted exclusions from the Company’s Consolidated adjusted EBITDA, pursuant to the Company’s
Credit Agreement.
(2) Consolidated adjusted EBITDA presented above has been re-cast to exclude the non-cash gains and losses related to the
Company’s derivative financial instruments not designated as hedging instruments, recognized in earnings. These non-cash
gains and losses are permitted to be excluded from the EBITDA covenant in the Company’s Credit Agreement.
Other Credit Agreements
A subsidiary of the Company has a credit facility (“HSBC Facility” or “Short term loan”) with HSBC Bank (China) Company
Limited, Shanghai Branch (“HSBC”) for up to RMB 18.0 million ($2.8 million). The HSBC Facility is subject to annual renewal and
may be used to fund general working capital needs of the Company’s subsidiary which is a trading company in the People’s Republic
of China. Borrowings under the HSBC Facility are guaranteed by the Company and are granted at the sole discretion of HSBC. At
December 31, 2017 and 2016, RMB 0.5 million ($69,000) and RMB 0.8 million ($113,000), respectively, was outstanding under the
HSBC Facility. Outstanding borrowings at December 31, 2017 carried an interest rate of 5.0%.
Accounts Receivable Purchase Agreement
In order to improve its liquidity during seasonally high working capital periods, in 2016 the Company entered into an uncommitted
Receivables Purchase Agreement with HSBC Bank USA, National Association (“HSBC”), as Purchaser (the “Receivables Purchase
Agreement”). Under the Receivables Purchase Agreement, the Company may offer to sell certain eligible accounts receivable (the
“Receivables”) to HSBC, which may accept such offer, and purchase the offered Receivables. Under the Receivables Purchase
Agreement, following each purchase of Receivables, the outstanding aggregate purchased Receivables shall not exceed $25.0 million.
HSBC will assume credit risk of the Receivables purchased; provided, however, that the Company will continue to be responsible for
all non-credit risk matters. The Company will service the Receivables, and as such servicer, collect and otherwise enforce the
Receivables on behalf of HSBC. The term of the agreement is for 364 days and shall automatically be extended for annual successive
terms unless terminated. Either party may terminate the agreement at any time upon sixty days’ prior written notice to the other party.
Pursuant to this agreement, the Company sold $90.2 million of Receivables during the year ended December 31, 2017. Charges of
$328,000 and $131,000 related to the sale of the Receivables are included in Selling, general and administrative expenses in the
consolidated statement of operations for the years ended December 31, 2017 and 2016, respectively.
Inventory
Inventory, a large component of the Company’s working capital, is expected to fluctuate from period to period, with inventory levels
higher primarily in the June through October time period. The Company also expects inventory turnover to fluctuate from period to
period based on product and customer mix. Certain product categories have lower inventory turnover rates as a result of minimum
order quantities from the Company’s vendors and customer replenishment needs. Certain other product categories experience higher
inventory turns due to lower minimum order quantities or trending sale demands. For the three months ended December 31, 2017,
45
inventory turnover was 2.9 times, or 126 days, as compared to 3.1 times, or 119 days, for the three months ended December 31, 2016.
The decrease in turnover and increase in turnover days is, in part, the result of a reduction in U.S. Wholesale segment sales volume.
Capital expenditures
Capital expenditures for the year ended December 31, 2017 were $6.3 million.
Derivatives
At December 31, 2017 the Company was a party to interest rate swap agreements with an aggregate notional amount of $5.3 million to
manage interest rate exposure in connection with its variable interest rate borrowings. The hedge periods in these agreements
commenced in March 2013 and were set to expire in June 2018, and the notional amounts amortized over this period. In March 2018
the Company terminated these swap agreements in connection with entering into the new Debt Agreements described above.
The Company has also entered into certain foreign exchange contracts, primarily to offset the earnings impact related to fluctuations in
foreign currency exchange rates associated with inventory purchases denominated in foreign currencies. None of these foreign
exchange contracts were designated as hedges as required in order to apply hedge accounting. An aggregate notional amount of
$34.9 million foreign exchange contracts are open at December 31, 2017.
Dividends
The Board of Directors declared a dividend of $0.0425 per share, payable on each of May 16, 2016, August 15, 2016, November 15,
2016, February 15, 2017, May 15, 2017, August 15, 2017, November 15, 2017 and February 15, 2018.
Operating activities
Net cash provided by operating activities was $17.0 million in 2017 compared to $29.7 million in 2016 and $46.5 million in 2015. The
decrease was primarily attributable to an increase in payments of accounts payable and accrued expenses, partially offset by a
reduction in inventory purchases and a change in the timing of collection of receivables.
Investing activities
Net cash used in investing activities was $15.4 million in 2017 compared to $24.4 million in 2016 and $5.0 million in 2015. The 2017
investing activity includes the Company’s acquisition of Fitz and Floyd and the 2016 investing activity includes the Company’s
acquisition of inventory and intangibles of the Kitchen division of Focus Products Group, LLC, and the Copco® product lines. No such
investing activities occurred in 2015. The 2017 investing activity also includes software capital expenditure related to SAP and capital
expenditures related to the Company’s relocation of its west coast warehouse and distribution facility.
Financing activities
Net cash used in financing activities was $2.3 million in 2017 compared to $4.2 million in 2016 and $39.1 million in 2015. In 2017 the
Company had net repayments of $1.5 million under its Credit Agreement, which included net borrowings of $8.0 million under its
Revolving Credit Facility and $9.5 million repayment under its Term Loan. The Company had net repayments of $4.0 million under
its Credit Agreement in 2016, which included net borrowings of $21.4 million under its Revolving Credit Facility and the repayment
of $25.5 million under its Term Loan. In 2015 the Company had net repayments of $36.7 million, which included net repayments of
$26.7 million under its Revolving Credit Facility and the repayment of $10.0 million under its Term Loan.
46
CONTRACTUAL OBLIGATIONS
As of December 31, 2017, the Company’s contractual obligations were as follows (in thousands):
Payment due by period
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
Operating leases ................................................................................ $ 148,778 $ 16,800 $
Short-term debt .................................................................................
Long-term debt (1) ..............................................................................
Interest on debt ..................................................................................
Minimum royalty payments ..............................................................
Post retirement benefits.....................................................................
69
94,744
3,660
7,161
7,250
69
—
3,442
6,047
422
28,904 $ 26,536 $
—
94,744
218
510
799
—
—
—
448
828
76,538
—
—
—
156
5,201
Total .................................................................................................. $ 261,662 $ 26,780 $ 125,175 $ 27,812 $
81,895
(1) As described above, as of December 31, 2017, the Company’s contractual obligations included its Revolving Credit Facility
under the Credit Agreement. In connection with the Company’s acquisition of Taylor, on March 2, 2018, the Company entered
into the ABL Credit Agreement in the maximum aggregate principal amount of $150.0 million, which facility will mature on
March 2, 2023, and the TLB Credit Agreement, providing a senior secured term loan credit facility to the Company in the
principal amount of $275.0 million, which will mature on February 28, 2025. The term loan facility will be repaid, commencing
June 30, 2018, in quarterly payments of principal equal to 0.25% of the original aggregate principal amount of the term loan
facility. On March 2, 2018, the Company used the proceeds of the ABL Credit Agreement and the TLB Credit Agreement to
repay in full all existing indebtedness for borrowed money under the Credit Agreement.
47
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact the consolidated financial position, results of operations or cash flows of the
Company. The Company is exposed to market risk associated with changes in interest rates and foreign currency exchange rates. The
Company believes it has moderate exposure to these risks. The Company assesses market risk based on changes in interest rates and
foreign currency exchange rates utilizing a sensitivity analysis that measures the potential loss in earnings and cash flows based on a
hypothetical 10% or 100 basis point change in these rates.
The Company’s functional currency is the U.S. Dollar. The Company has foreign operations through its acquisitions, investments and
strategic alliances in the United Kingdom, Mexico, Canada, Hong Kong and China; therefore, the Company is subject to increases and
decreases in its investments resulting from the impact of fluctuations in foreign currency exchange rates. Additional transactions
exposing the Company to exchange rate risk include sales, certain inventory purchases and operating expenses. Through its
subsidiaries, portions of the Company’s cash, trade accounts receivable and trade accounts payable are denominated in foreign
currencies. For the year ended December 31, 2017, approximately 15% of the Company’s net sales revenue was in foreign currencies,
compared to 15% for the year ended December 31, 2016. These sales were primarily denominated in British Pounds, Euros and
Canadian Dollars. The Company makes most of its inventory purchases from Asia and uses the U.S. Dollar for such purchases. In the
Company’s consolidated statements of operations, foreign exchange gains and losses are recognized in SG&A expense. A
hypothetical 10% change in exchange rates, with the U.S. Dollar as the functional and reporting currency, would result in an
approximately $1.5 million increase in SG&A expenses.
The Company is a party to certain foreign exchange contracts, primarily to offset the earnings impact related to fluctuations in foreign
currency exchange rates associated with inventory purchases denominated in foreign currencies. Included in SG&A expenses in the
consolidated statement of operations is a loss of $2.6 million related to these foreign exchange derivative contracts. The aggregate
notional amount of outstanding foreign exchange contracts was $34.9 million at December 31, 2017.
The Company’s Revolving Credit Facility and Term Loan, provided for under the Credit Agreement, bear interest at variable rates.
The Credit Agreement provides for interest rates linked to one of the Adjusted LIBO, the Prime Rate or the Federal Funds Rate; and,
therefore, the Company is subject to increases and decreases in interest expense resulting from fluctuations in interest rates. The
Company entered into an interest rate swap agreement in August 2012 to manage interest rate exposure in connection with its variable
interest rate borrowings. As of December 31, 2017, approximately $90.7 million of the Company’s debt carries a variable rate of
interest, as compared to $95.7 million at December 31, 2016. The remainder of the debt at December 31, 2017 (approximately $5.3
million) carries a fixed rate of interest through the use of interest rate swaps. A hypothetical and instantaneous 100 basis point increase
in the Company’s variable interest rates would increase interest expense by approximately $1.0 million over a twelve month period.
The sensitivity analysis above assumes interest rate changes are instantaneous and parallel shifts in the yield curve.
At December 31, 2017, the Company was a party to interest rate swap agreements with an aggregate notional amount of $5.3 million
to manage interest rate exposure in connection with its variable interest rate borrowings. The hedge periods in these agreements
commenced in March 2013 and were scheduled to expire in June 2018.
Interest rate swaps expose the Company to counterparty credit risk for nonperformance. The Company manages its exposure to
counterparty credit risk by dealing with counterparties who are international financial institutions with investment grade credit ratings.
Although the Company’s credit risk is the replacement cost at the estimated fair value of these instruments, the Company believes that
the risk of incurring credit risk losses as a result of counterparty nonperformance is remote.
The Company does not enter into derivative financial instruments for trading purposes.
48
Item 8. Financial Statements and Supplementary Data
The Company’s Consolidated Financial Statements as of and for the year ended December 31, 2017 in Item 15 commencing on page
F-1 are incorporated herein by reference.
The following tables set forth certain unaudited consolidated quarterly statement of operations data for the eight quarters ended
December 31, 2017. This information is unaudited, but in the opinion of management, it has been prepared substantially on the same
basis as the audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K and all necessary
adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the
unaudited consolidated quarterly results of operations. The consolidated quarterly data should be read in conjunction with the
Company’s audited consolidated financial statements and the notes to such statements appearing elsewhere in this Annual Report. The
results of operations for any quarter are not necessarily indicative of the results of operations for any future period:
Year ended December 31, 2017
First
quarter
Second
quarter
Third
quarter
Fourth
quarter
(in thousands, except per share data)
Net sales ................................................................................... $
Gross margin ............................................................................
Income (loss) from operations ..................................................
Net income (loss) .....................................................................
Basic income (loss) per common share ....................................
Diluted income (loss) per common share .................................
113,356 $
43,941
(1,874)
(1,331)
(0.09)
(0.09)
117,393 $
42,797
(3,141)
(2,096)
(0.14)
(0.14)
165,957 $
57,188
9,333
4,330
0.30
0.29
182,770
71,231
10,862
1,251
0.09
0.08
Year ended December 31, 2016
First
quarter
Second
quarter
Third
quarter
Fourth
quarter
(in thousands, except per share data)
Net sales ................................................................................... $
Gross margin ............................................................................
Income (loss) from operations ..................................................
Net income (loss) .....................................................................
Basic income (loss) per common share ....................................
Diluted income (loss) per common share .................................
110,925 $
40,551
(5,215)
(4,288)
(0.31)
(0.31)
118,050 $
42,994
(288)
(1,191)
(0.08)
(0.08)
170,124 $
58,322
10,782
6,452
0.45
0.44
193,520
75,033
21,798
14,747
1.03
1.00
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial
officer, respectively) have concluded, based on their evaluation as of December 31, 2017, that the Company’s controls and procedures
are effective to ensure that information required to be disclosed by the Company in the reports filed by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in
such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief
Financial Officer of the Company, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls
On August 31, 2017, the Company acquired the Fitz and Floyd business. The Company has begun to integrate processes and
operations of Fitz and Floyd with those of the Company and is evaluating and will continue to evaluate the impact of any changes to
internal control over financial reporting. Except for any changes in internal controls related to the integration of Fitz and Floyd into the
post-acquisition combined company, during the quarter ended on December 31, 2017, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect the Company’s internal
control over financial reporting.
49
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting and for
performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2017. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or
under the supervision of, the Company’s principle executive and principal financial officers and effected by the Company’s Board of
Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that:
•
•
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements
in accordance with U.S. generally accepted accounting principles and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Because of the inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions or the degree of compliance with
the policies or procedures may deteriorate. Accordingly, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2017 using the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework). Based on this assessment, management has determined that the
Company’s internal control over financial reporting as of December 31, 2017 is effective.
Management’s assessment of and conclusion on the effectiveness of disclosure controls and procedures and internal controls over
financial reporting did not include the internal controls related to the operations acquired in the 2017 acquisition of Fitz and Floyd
which is included in the Company’s 2017 consolidated financial statements and constituted total assets of approximately 2% as of
December 31, 2017 and approximately 1% of net revenues for the year then ended.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as stated in their report.
50
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Lifetime Brands, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Lifetime Brands, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria
established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Lifetime Brands, Inc. (the Company) maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of
and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Fitz & Floyd,
which is included in the 2017 consolidated financial statements of the Company and constituted 1% of total assets as of December 31,
2017 and 1% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not
include an evaluation of the internal control over financial reporting of Fitz and Floyd.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of
operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2017, and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated
March 16, 2018, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Jericho, NY
March 16, 2018
51
Item 9B. Other Information
Not applicable.
PART III
Items 10, 11, 12, 13 and 14
The information required under these items is contained in the Company’s 2018 Proxy Statement, which will be filed with the SEC
within 120 days after the close of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein
by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) See Financial Statements and Financial Statement Schedule on page F-1.
(b) Exhibits*:
Exhibit
No.
2.1
3.1
3.2
3.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
Description
Agreement and Plan of Merger, dated as of December 22, 2017, by and among the Company, TPP Acquisition I Corp.,
TPP Acquisition II LLC, Taylor Parent, Taylor and CP Taylor GP, LLC. (incorporated by reference to Exhibit 2.1 to the
Registrant’s Current Report on Form 8-K filed on December 29, 2017)
Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2005)
Certificate of Amendment to Second Restated Certificate of Incorporation of Lifetime Brands, Inc. (incorporated by
reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June 10, 2016)
Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K filed on December 8, 2016)
License Agreement dated December 14, 1989 between the Company and Farberware, Inc. (incorporated by reference to
the Registrant’s registration statement No. 33-40154 on Form S-1)(P)
Evan Miller employment agreement dated July 1, 2003 (incorporated by reference to Exhibit 10.41 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)*
Evan Miller Amendment of Employment Agreement dated June 29, 2007 (incorporated by reference to Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K filed July 3, 2007)*
Employment Agreement, dated January 12, 2017, by and between Lifetime Brands, Inc. and Jeffrey Siegel (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 19, 2017)*
Amendment to the Amended and Restated Employment Agreement, dated November 8, 2017, between Lifetime Brands,
Inc. and Jeffrey Siegel (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2017) *
Lease Agreement dated as of May 10, 2006 between AG Metropolitan Endo, L.L.C and Lifetime Brands, Inc. for the
property located at 1000 Stewart Avenue in Garden City, New York (incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on Form 8-K filed May 15, 2006)
First Amendment to the Lease Agreement dated as of May 10, 2006 between AG Metropolitan Endo, L.L.C and Lifetime
Brands, Inc. for the property located at 1000 Stewart Avenue in Garden City, New York (incorporated by reference to
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
Lifetime Brands Inc. Amended and Restated 2000 Long-Term Incentive Plan dated June 22, 2017 (incorporated by
reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed June 23, 2017) *
Form of Restricted Stock Award Agreement under the Amended and Restated 2000 Long-term Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 10, 2015) *
Form of Deferred Stock (Performance-Vesting) Award Agreement under the Amended and Restated 2000 Long-term
Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed
August 10, 2015) *
52
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
Amended and Restated 2000 Incentive Bonus Compensation Plan (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed June 23, 2017) *
Amended and Restated Employment Agreement, dated September 10, 2015, between Lifetime Brands, Inc. and Laurence
Winoker (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 16,
2015) *
Amendment to the Amended and Restated Employment Agreement, dated November 8, 2017, between Lifetime Brands,
Inc. and Laurence Winoker (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2017) *
Shares Subscription Agreement by and among Lifetime Brands, Inc., Ekco, S.A.B. and Mr. José Ramón Elizondo Anaya
and Mr. Miguel Ángel Huerta Pando, dated as of June 8, 2007 (incorporated by reference to Exhibit 99.1 to the
Registrant’s Current Report on Form 8-K filed June 11, 2007)
Amendment No. 1 dated September 5, 2007 to the Shares Subscription Agreement by and among Lifetime Brands, Inc.,
Ekco, S.A.B. and Mr. José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando, dated as of June 8, 2007
(incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2008)
Amendment No. 2 dated September 25, 2008 to the Shares Subscription Agreement by and among Lifetime Brands, Inc.,
Ekco, S.A.B. and Mr. José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando, dated as of June 8, 2007
(incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2008)
Lease Agreement between Granite Sierra Park LP and Lifetime Brands, Inc. dated June 29, 2007 (incorporated by
reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed July 6, 2007)
Asset Purchase Agreement between Mikasa, Inc. and Lifetime Brands, Inc. dated June, 6 2008 (incorporated by reference
to Exhibit 99.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2008)
Third Amended and Restated Employment Agreement, dated as of November 24, 2015, by and between Lifetime
Brands, Inc. and Ronald Shiftan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-
K filed November 30, 2015)*
Amendment to the Third Amended and Restated Employment Agreement, dated November 8, 2017, between Lifetime
Brands, Inc. and Ronald Shiftan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2017) *
Share Purchase Agreement, dated November 4, 2011, by and among Lifetime Brands, Inc. and Creative Tops Holding
Limited and Creative Tops Far East Limited (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report
on Form 8-K filed November 8, 2011)
Senior Secured Credit Agreement, dated as of July 27, 2012, among Lifetime Brands, Inc., the Subsidiary Guarantors,
the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference
to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
Amendment No. 1 to the Senior Secured Credit Agreement, dated as of November 13, 2012, among Lifetime Brands,
Inc., the Subsidiary Guarantors party thereto, the Swap Agreement Counterparty, the financial institutions party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 99.3 to the Registrant’s
Current Report on Form 8-K filed June 27, 2013)
Amendment No. 2 to the Senior Secured Credit Agreement, dated as of June 21, 2013, among Lifetime Brands, Inc., the
Subsidiary Guarantors party thereto, the financial institutions party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed
June 27, 2013)
Share Purchase Agreement, dated January 15, 2014, relating to Thomas Plant (Birmingham) Limited (incorporated by
reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed January 17, 2014)
Deed of Variation and Settlement, dated April 1, 2015, by and among Lifetime Brands, Inc. and the sellers of Thomas
Plant (Birmingham) Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-
Q filed May 8, 2015)
Second Amended and Restated Credit Agreement, dated as of January 13, 2014, among Lifetime Brands, Inc., as
Borrower, the Subsidiary Guarantors Party Thereto, as Subsidiary Guarantors, the Lenders Party Thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent and a Co-Collateral Agent, and HSBC Bank USA, National Association, as
Syndication Agent and a Co-Collateral Agent, with exhibits. (incorporated by reference to Exhibit 99.3 to the Registrant’s
Current Report on Form 8-K filed January 17, 2014)
53
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of September 23, 2014 among
Lifetime Brands, Inc., as Borrower, the Subsidiary Guarantors Party Thereto, as Subsidiary Guarantors, the Lenders Party
Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and a Co-Collateral Agent, and HSBC Bank USA,
National Association, as Syndication Agent and a Co-Collateral Agent. (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed September 26, 2014)
Amendment No. 2 to the Second Amended and Restated Credit Agreement, dated as of February 17, 2015 among
Lifetime Brands, Inc., as Borrower, the Subsidiary Guarantors Party Thereto, as Subsidiary Guarantors, The Lenders
Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and a Co-Collateral Agent, and HSBC Bank
USA, National Association, as Syndication Agent and a Co-Collateral Agent. (incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed February 23, 2015)
Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of May 29, 2015, among Lifetime
Brands, Inc., as the Company, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
June 2, 2015)
Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of August 4, 2016, among Lifetime
Brands, Inc., as the Company, the financial institutions party thereto as Lenders, and JPMorgan Chase Bank, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed
on August 9, 2016)
Employment Agreement, dated November 28, 2014, by and between Lifetime Brands, Inc. and Daniel Siegel
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 3, 2014)*
Amendment of Employment Agreement dated April 27, 2015 between Lifetime Brands, Inc. and Daniel Siegel
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2015)*
Employment Agreement, dated November 8, 2017, between Lifetime Brands, Inc. and Daniel Siegel (incorporated by
reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017) *
Form of Amended and Restated Director’s and Officer’s Indemnification Agreement (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2016)
Receivables Purchase Agreement, dated as of September 30, 2016 by and among Lifetime Brands, Inc., as a Seller and as
a Seller Agent and initial Servicer, for itself and each of its subsidiaries thereto as a Seller, and HSBC Bank USA,
National Association, as Purchaser (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed October 4, 2016)
Lease agreement dated as of February 14, 2017 between Baseline Opportunity LLC and Lifetime Brands Inc. for
property located at 1221 North Alder Avenue, Rialto, California (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)
Voting Agreement, dated as of December 22, 2017, by and among Taylor Parent, Jeffrey Siegel, Ronald Shiftan, Daniel
Siegel and Clifford Siegel (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed
on December 29, 2017)
Employment Agreement, dated as of December 22, 2017, by and between Robert Kay and the Company. (incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 29, 2017) *
Stockholders Agreement, dated as of March 2, 2018, by and between Lifetime Brands, Inc. and Taylor Parent, LLC
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 6, 2018).
Credit Agreement, dated as of March 2, 2018, by and among Lifetime Brands, Inc., the other borrowers from time to
time party thereto, the other loan parties from time to time party thereto, the lenders from time to time party thereto, and
JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s
Current Report on Form 8-K filed on March 6, 2018).
Loan Agreement, dated as of March 2, 2018, by and among Lifetime Brands, Inc., the other loan parties from time to
time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
Golub Capital LLC, as syndication agent. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on
Form 8-K filed on March 6, 2018)
14.1
Code of Ethics dated February 28, 2013 (incorporated by reference to Exhibit 14.1 to the Registrant’s Current Report on
Form 8-K filed March 6, 2013)
54
18.1
21.1
23.1
23.2
31.1
31.2
32.1
99.1
Letter from Ernst & Young LLP stating an acceptable change in accounting method for the impairment of goodwill dated
October 28, 2008 (incorporated by reference to Exhibit 18 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September, 30 2008)
Subsidiaries of the registrant
Consent of Ernst & Young LLP
Consent of KPMG Cardenas Dosal, S. C. (Mexico)
Certification by Robert B. Kay, Chief Executive Officer and Director, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Laurence Winoker, Senior Vice President – Finance, Treasurer and Chief Financial Officer, pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification by Robert B. Kay, Chief Executive Officer and Director, and Laurence Winoker, Senior Vice President –
Finance, Treasurer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Report of Independent Registered Accounting Firm on Grupo Vasconia, S.A.B. (formerly Ekco, S.A.B.), consolidated
financial statements
101.INS
XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
Notes to exhibits:
The Company will furnish a copy of any of the exhibits listed above upon payment of $5.00 per exhibit to cover the cost of the
Company furnishing the exhibit.
* Compensatory plans in which the directors and executive officers of the Company participate.
(c) Financial Statement Schedules — the response to this portion of Item 15 is submitted as a separate section of this Annual
Report.
55
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Lifetime Brands, Inc.
/s/ Robert B. Kay
Robert B. Kay
Chief Executive Officer and Director
Date: March 16, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Robert B. Kay
Robert B. Kay
/s/ Ronald Shiftan
Ronald Shiftan
/s/ Laurence Winoker
Laurence Winoker
/s/ Jeffrey Siegel
Jeffrey Siegel
/s/ Michael J. Jeary
Michael J. Jeary
/s/ John Koegel
John Koegel
/s/ Cherrie Nanninga
Cherrie Nanninga
/s/ Craig Phillips
Craig Phillips
/s/ Bruce Pollack
Bruce Pollack
/s/ Dennis E. Reaves
Dennis E. Reaves
/s/ Michael J. Regan
Michael J. Regan
/s/ Sara Genster Robling
Sara Genster Robling
/s/ Michael Schnabel
Michael Schnabel
/s/ William U. Westerfield
William U. Westerfield
Chief Executive Officer and Director (Principal Executive
March 16, 2018
Officer)
Vice Chairman of the Board of Directors, Chief Operating
March 16, 2018
Officer and Director
Senior Vice President – Finance, Treasurer and Chief
March 16, 2018
Financial Officer (Principal Financial and Accounting
Officer)
Executive Chairman of the Board of Directors
March 16, 2018
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
56
March 16, 2018
March 16, 2018
March 16, 2018
March 16, 2018
March 16, 2018
March 16, 2018
March 16, 2018
March 16, 2018
March 16, 2018
March 16, 2018
Item 15
LIFETIME BRANDS, INC.
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of Lifetime Brands, Inc. are filed as part of this Annual Report under Item 8 –
Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm ...........................................................................................................
Consolidated Balance Sheets as of December 31, 2017 and 2016 .................................................................................................
Consolidated Statements of Operations for the Years ended December 31, 2017, 2016, and 2015 ...............................................
Consolidated Statements of Comprehensive (Loss) Income for the Years ended December 31, 2017, 2016 and 2015 .................
Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2017, 2016, and 2015 ...............................
Consolidated Statements of Cash Flows for the Years ended December 31, 2017, 2016, and 2015 ..............................................
Notes to Consolidated Financial Statements ...................................................................................................................................
F-2
F-3
F-4
F-5
F-6
F-7
F-8
The following consolidated financial statement schedule of Lifetime Brands, Inc. required pursuant to Item 15(a) is submitted
herewith:
Schedule II – Valuation and Qualifying Accounts ......................................................................................................................... S-1
All other financial schedules are not required under the related instructions or are inapplicable, and therefore have been omitted.
The unaudited supplementary data regarding quarterly results of operations are incorporated by reference to the information set forth
in Item 8 – Financial Statements and Supplementary Data.
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Lifetime Brands, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lifetime Brands, Inc. (the Company) as of December 31, 2017 and
2016, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of
the three years in the period ended December 31, 2017, and the related notes and the financial statement schedule listed in the Index at
Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally
accepted accounting principles.
We did not audit the financial statements of Grupo Vasconia, S.A.B. and Subsidiaries, a corporation in which the Company has a 30%
interest. In the consolidated financial statements, the Company’s investment in Grupo Vasconia, S.A.B. and Subsidiaries is stated at
$23.8 million and $22.5 million as of December 31, 2017 and 2016, respectively, and the Company’s equity in the net income of
Grupo Vasconia, S.A.B. and Subsidiaries is stated at $0.4 million in 2017, $0.6 million in 2016 and $0.6 million in 2015. Those
statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts
included for Grupo Vasconia, S.A.B. and Subsidiaries is based solely on the report of the other auditors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)
and our report dated March 16, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
/s/ ERNST & YOUNG LLP
We have served as the Company’s auditor since 1984.
Jericho, New York
March 16, 2018
F-2
LIFETIME BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands-except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents .................................................................................................................... $
Accounts receivable, less allowances of $6,190 at December 31, 2017 and $5,725 at December 31,
2016 .................................................................................................................................................
Inventory (Note N) ...............................................................................................................................
Prepaid expenses and other current assets ............................................................................................
TOTAL CURRENT ASSETS ....................................................................................................
PROPERTY AND EQUIPMENT, net (Note N) ...........................................................................................
INVESTMENTS (Note D) ............................................................................................................................
INTANGIBLE ASSETS, net (Note E) ..........................................................................................................
DEFERRED INCOME TAXES (Note J) ......................................................................................................
OTHER ASSETS ...........................................................................................................................................
December 31,
2017
2016
7,600 $
7,883
108,033
132,436
10,354
258,423
23,065
23,978
88,479
5,826
1,750
104,556
135,212
8,796
256,447
21,131
22,712
89,219
8,459
1,886
TOTAL ASSETS ............................................................................................................. $ 401,521 $ 399,854
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Current maturity of Credit Agreement Term Loan (Note F) ................................................................ $
Short term loan (Note F) ......................................................................................................................
Accounts payable .................................................................................................................................
Accrued expenses (Note N) ..................................................................................................................
Income taxes payable (Note J) .............................................................................................................
— $
69
25,461
44,121
1,864
TOTAL CURRENT LIABILITIES ............................................................................................
DEFERRED RENT & OTHER LONG-TERM LIABILITIES (Note N) ......................................................
DEFERRED INCOME TAXES (Note J) ......................................................................................................
INCOME TAXES PAYABLE, LONG TERM (Note J) ................................................................................
REVOLVING CREDIT FACILITY (Note F) ...............................................................................................
STOCKHOLDERS’ EQUITY
71,515
20,249
4,423
311
94,744
9,343
113
29,698
45,212
6,920
91,286
18,973
5,666
—
86,201
Preferred stock, $1.00 par value, shares authorized: 100 shares of Series A and
2,000,000 shares of Series B; none issued and outstanding .............................................................
Common stock, $.01 par value, shares authorized: 50,000,000 at December 31, 2017
and 2016; shares issued and outstanding: 14,902,527 at December 31, 2017 and
14,555,936 at December 31, 2016 ...................................................................................................
Paid-in capital .......................................................................................................................................
Retained earnings .................................................................................................................................
Accumulated other comprehensive loss (Note N) ................................................................................
TOTAL STOCKHOLDERS’ EQUITY ......................................................................................
—
—
149
178,909
60,546
(29,325)
210,279
146
173,600
60,981
(36,999)
197,728
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY ..................................... $ 401,521 $ 399,854
See notes to consolidated financial statements.
F-3
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands – except per share data)
Year Ended December 31,
2017
2016
2015
Net sales .................................................................................................................................. $ 579,476 $ 592,619 $ 587,670
Cost of sales ............................................................................................................................
373,284
375,719
364,319
Gross margin ...........................................................................................................................
Distribution expenses ..............................................................................................................
Selling, general and administrative expenses ..........................................................................
Restructuring expenses ...........................................................................................................
Income from operations ..........................................................................................................
Interest expense (Note F) ........................................................................................................
Financing expense ...................................................................................................................
Loss on early retirement of debt (Note F) ...............................................................................
Income before income taxes and equity in earnings ...............................................................
Income tax provision (Note J) .................................................................................................
Equity in earnings, net of taxes (Note D) ................................................................................
215,157
58,050
140,903
1,024
15,180
(4,291)
—
(110)
10,779
(9,032)
407
216,900
57,006
130,397
2,420
27,077
(4,803)
—
(272)
22,002
(7,030)
748
214,386
54,815
134,903
437
24,231
(5,746)
(154)
—
18,331
(6,627)
574
NET INCOME ...................................................................................................................... $
2,154 $
15,720 $
12,278
BASIC INCOME PER COMMON SHARE (NOTE I) ..................................................... $
0.15 $
1.11 $
DILUTED INCOME PER COMMON SHARE (NOTE I) ............................................... $
0.14 $
1.08 $
0.89
0.86
See notes to consolidated financial statements.
F-4
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Net income ..................................................................................................................................... $ 2,154 $
Other comprehensive income (loss), net of tax:
2017
2016
15,720 $ 12,278
2015
Year ended December 31,
Translation adjustment (Note N) ..........................................................................................
Less: Amount reclassified ...........................................................................................
7,823
—
(23,061)
378
Total translation gain (loss) ...............................................................................
7,823
(22,683)
Deferred gains (losses) on cash flow hedges (Notes G & N): ..............................................
Fair value adjustment, net of tax of $0 in 2017,
$11 in 2016 and $1 in 2015 ....................................................................................
Total deferred gains (losses) on cash flow hedges ............................................
Effect of retirement benefit obligations (Note N): ...............................................................
Net (loss) income arising from retirement benefit obligations, net
of tax of ($132) in 2017, ($135) in 2016 and $211 in 2015 ...................................
Less: amortization of loss included in net income, net of tax of
$42 in 2017, $36 in 2016 and $53 in 2015 .............................................................
Total effects of retirement benefit obligations...................................................
17
17
(228)
62
(166)
17
17
(202)
54
(148)
Other comprehensive income (loss), net of tax ..............................................................................
7,674
(22,814)
(5,281)
—
(5,281)
(2)
(2)
941
79
1,020
(4,263)
Comprehensive income (loss) ........................................................................................................ $ 9,828 $
(7,094) $
8,015
See notes to consolidated financial statements.
F-5
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
BALANCE AT DECEMBER 31, 2014 ..................
Comprehensive (loss) income:
Net income ......................................................
Translation adjustment ....................................
Derivative fair value adjustment (Note G) ......
Effect of retirement benefit obligations ...........
Total comprehensive income .................
Restricted shares issued to directors (Note H) ..........
Shares issued to employees (Note H) ........................
Stock compensation expense (Note H) .....................
Reduction of tax benefit from stock options, net ......
Exercise of stock options ..........................................
Dividends (Note H) ...................................................
BALANCE AT DECEMBER 31, 2015 ..................
Comprehensive (loss) income:
Net income ......................................................
Translation adjustment ....................................
Derivative fair value adjustment (Note G) ......
Effect of retirement benefit obligations ...........
Total comprehensive loss .......................
Restricted shares issued to directors (Note H) ..........
Net shares issued to employees (Note H)..................
Stock compensation expense (Note H) .....................
Excess tax benefit from stock options, net ................
Exercise of stock options ..........................................
Dividends (Note H) ...................................................
BALANCE AT DECEMBER 31, 2016 ..................
Comprehensive (loss) income:
Net income ......................................................
Translation adjustment ....................................
Derivative fair value adjustment (Note G) ......
Effect of retirement benefit obligations ...........
Total comprehensive income .................
Restricted shares issued to directors (Note H) ..........
Net issuance of restricted shares to employees (Note
H) .........................................................................
Stock compensation expense (Note H) .....................
Net exercise of stock options ....................................
Units effectively repurchased for required employee
withholding taxes .................................................
Adoption of ASU 2016-09 ........................................
Dividends (Note H) ...................................................
BALANCE AT DECEMBER 31, 2017 ..................
Common stock
Shares
Amount
Paid-in
capital
Retained
earnings
Accumulated other
comprehensive
loss
Total
13,712 $ 137 $ 160,315 $ 37,703 $
(9,922) $ 188,233
—
—
—
—
—
—
—
—
—
—
—
—
12,278
—
—
—
28
189
—
—
101
—
14,030 $ 140 $ 165,780 $ 47,733 $
—
2
—
—
1
—
—
—
—
—
—
(2,248 )
—
1,655
3,105
(138 )
843
—
—
—
—
—
—
—
—
—
—
—
—
—
15,720
—
—
—
27
234
—
—
265
—
14,556 $ 146 $ 173,600 $ 60,981 $
—
3
—
—
3
—
—
—
—
—
—
(2,472 )
—
2,124
2,911
435
2,350
—
—
—
—
—
—
—
—
—
—
—
—
—
30
—
—
97
—
254
1
—
2
1
3,390
2,535
2,154
—
—
—
—
—
—
—
(34)
—
—
14,903 $ 149 $ 178,909 $ 60,546 $
—
—
—
—
(46 )
(2,543 )
(694 )
77
—
—
(5,281)
(2)
1,020
12,278
(5,281)
(2)
1,020
8,015
—
1,657
3,105
(138)
844
(2,248)
(14,185) $ 199,468
—
—
—
—
—
—
—
(22,683)
17
(148)
15,720
(22,683)
17
(148)
(7,094)
—
2,127
2,911
435
2,353
(2,472)
(36,999) $ 197,728
—
—
—
—
—
—
—
7,823
17
(166)
—
—
—
—
2,154
7,823
17
(166)
9,828
—
2
3,390
2,537
—
—
—
(694)
31
(2,543)
(29,325) $ 210,279
See notes to consolidated financial statements.
F-6
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
OPERATING ACTIVITIES
Net income ................................................................................................................. $
Adjustments to reconcile net income to net cash provided by operating activities: ...
Depreciation and amortization ..........................................................................
Amortization of financing costs ........................................................................
Deferred rent .....................................................................................................
Deferred income taxes ......................................................................................
Net loss on disposal of fixed assets ...................................................................
Stock compensation expense ............................................................................
Undistributed equity earnings ...........................................................................
Loss on early retirement of debt (Note F) .........................................................
Contingent consideration fair value adjustment ................................................
Changes in operating assets and liabilities (excluding the effects of business
acquisitions) ...........................................................................................................
Accounts receivable ..........................................................................................
Inventory ...........................................................................................................
Prepaid expenses, other current assets and other assets ....................................
Accounts payable, accrued expenses and other liabilities .................................
Income taxes receivable ....................................................................................
Income taxes payable ........................................................................................
NET CASH PROVIDED BY OPERATING ACTIVITIES ..............
INVESTING ACTIVITIES
Purchases of property and equipment .........................................................................
Equity investments .....................................................................................................
Acquisitions, net of cash acquired ..............................................................................
Net proceeds from sale of property ............................................................................
NET CASH USED IN INVESTING ACTIVITIES ............................
FINANCING ACTIVITIES
Year ended December 31,
2017
2016
2015
2,154 $
15,720 $
12,278
14,189
519
(642)
1,030
—
3,390
(379)
110
—
1,481
10,818
(951)
(9,778)
—
(4,935)
17,006
(6,311)
—
(9,072)
15
(15,368)
14,148
650
(243)
(1,951)
84
2,942
(544)
272
—
(17,977)
4,491
(1,199)
12,255
132
969
29,749
(3,380)
567
(21,699)
64
(24,448)
14,203
641
848
(1,440)
—
5,286
(348)
—
650
15,527
(308)
1,087
(397)
—
(1,517)
46,510
(5,166)
112
—
26
(5,028)
Proceeds from Revolving Credit Facility (Note F) .....................................................
Repayments of Revolving Credit Facility (Note F) ....................................................
Repayments of Credit Agreement Term Loan (Note F) .............................................
Proceeds from Short Term Loan (Note F) ..................................................................
Payments from Short Term Loan (Note F) .................................................................
Payments of tax withholding for stock based compensation ......................................
Payment of financing costs .........................................................................................
Cash dividends paid (Note H) ....................................................................................
Payment of capital lease obligations ..........................................................................
Payment of contingent consideration .........................................................................
Proceeds from the exercise of stock options...............................................................
Excess tax benefit from stock options ........................................................................
NET CASH USED IN FINANCING ACTIVITIES ...........................
Effect of foreign exchange on cash ......................................................................................
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ...........................
Cash and cash equivalents at beginning of year ...................................................................
CASH AND CASH EQUIVALENTS AT END OF YEAR ............................................ $
237,658
(229,696)
(9,500)
187
(239)
(644)
(31)
(2,475)
(94)
—
2,537
—
(2,297)
376
(283)
7,883
7,600 $
268,242
(246,756)
(25,500)
118
(248)
(86)
(30)
(2,413)
(68)
—
2,353
223
(4,165)
(384)
752
7,131
7,883 $
263,632
(290,346)
(10,000)
289
(802)
—
(212)
(2,150)
(50)
(391)
843
43
(39,144)
(275)
2,063
5,068
7,131
See notes to consolidated financial statements
F-7
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
NOTE A — SIGNIFICANT ACCOUNTING POLICIES
Organization and business
Lifetime Brands, Inc. (the “Company”) designs, sources and sells branded kitchenware, tableware and other products used in the home
and markets its products under a number of brand names and trademarks, which are either owned or licensed by the Company or
through retailers’ private labels. The Company markets and sells its products principally on a wholesale basis to retailers. The
Company also markets and sells a limited selection of its products directly to consumers through its Pfaltzgraff, Mikasa, Fred and
Friends, Built NY, Fitz and Floyd, Housewares Deals and Lifetime Sterling internet websites.
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“U.S. GAAP”) for financial information and with the instructions to Form 10-K.
The accompanying consolidated financial statements include estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with U.S. GAAP.
The most significant of these estimates and assumptions relate to revenue recognition, allowances for doubtful accounts, reserves for
sales returns and allowances and customer chargebacks, inventory mark-down provisions, impairment of tangible and intangible
assets, stock based compensation expense, estimates for unpaid healthcare claims, derivative valuations, accruals related to the
Company’s tax positions and tax valuation allowances. Although these and other estimates and assumptions are based on the best
available information, actual results could be materially different from these estimates.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany
accounts and transactions have been eliminated in consolidation.
Foreign currency
Foreign currency denominated assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet
dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the relevant period. Income and
losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss). Gains and losses
from foreign currency transactions, including the unrealized gain or loss on the fair value of foreign exchange contracts not designated
as hedges and the realized gain or loss on all foreign exchange contracts, whether or not designated as hedges, are recognized in
selling, general and administrative expenses in the consolidated statements of operations. Foreign currency gain/loss included within
selling, general and administrative expenses was a $3.0 million loss in 2017, $4.2 million gain in 2016 and a $714,000 loss in 2015.
Revenue recognition
The Company sells products wholesale, to retailers and distributors, and retail, directly to consumers. Wholesale sales and retail direct
sales are recognized when title passes to the customer, which is primarily at the shipping point for wholesale sales and upon delivery
to the customer for retail direct sales. Shipping and handling fees that are billed to customers in sales transactions are included in net
sales and amounted to $2.3 million in 2017, $2.6 million in 2016 and $2.4 million in 2015. Net sales exclude taxes that are collected
from customers and remitted to the taxing authorities.
The Company offers various sales incentives and promotional programs to its customers from time to time in the normal course of
business. These incentives and promotions typically include arrangements such as cooperative advertising, buydowns, volume rebates
and discounts. These arrangements and an estimate of sales returns are reflected as reductions in net sales in the Company’s
consolidated statements of operations.
Cost of sales
Cost of sales consist primarily of costs associated with the production and procurement of product, inbound freight costs, purchasing
costs, royalties and other product procurement related charges.
F-8
Distribution expenses
Distribution expenses consist primarily of warehousing expenses and freight-out expenses. Freight-out expenses were $11.5 million,
$11.0 million and $11.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. Handling costs of products sold
are included in cost of sales.
In 2016, the Company identified and corrected an error in the accumulated depreciation balance relating to certain leasehold
improvements at one of its U.S. warehouses. Accordingly, distribution expense for the year ended December 31, 2016 includes
$1.2 million of additional depreciation expense to properly reflect the accumulated depreciation balance of these assets as of
December 31, 2016.
Advertising expenses
Advertising expenses are expensed as incurred and are included in selling, general and administrative expenses. Advertising expenses
were $3.4 million, $3.7 million and $3.9 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Accounts receivable
The Company periodically reviews the collectability of its accounts receivable and establishes allowances for estimated losses that
could result from the inability of its customers to make required payments. A considerable amount of judgment is required to assess
the ultimate realization of these receivables including assessing the initial and on-going creditworthiness of the Company’s customers.
The Company also maintains an allowance for anticipated customer deductions. The allowances for deductions are primarily based on
contracts with customers.
However, in certain cases the Company does not have a formal contract and, therefore, customer deductions are non-contractual. To
evaluate the reasonableness of non-contractual customer deductions, the Company analyzes currently available information and
historical trends of deductions.
The sale of accounts receivable, under the Company’s Receivable Purchase Agreement with HSBC, are reflected as a reduction of
accounts receivable in the Company’s consolidated balance sheet at the time of sale and any related expense is included in selling,
general and administrative expenses in the Company’s consolidated statements of operations.
Inventory
Inventory consists principally of finished goods sourced from third-party suppliers. Inventory also includes finished goods, work in
process and raw materials related to the Company’s manufacture of sterling silver products. Inventory is priced using the lower of cost
(first-in, first-out basis) or net realizable value. The Company estimates the selling price of its inventory on a product by product basis
based on the current selling environment. If the estimated selling price is lower than the inventory’s cost, the Company reduces the
value of the inventory to its net realizable value. Net realizable value is the estimated selling price in the ordinary course of business,
less reasonably predicable cost of completion, disposal and transportation.
Property and equipment
Property and equipment is stated at cost. Property and equipment, other than leasehold improvements, are depreciated using the
straight-line method over the estimated useful lives of the assets. Building and improvements are being depreciated over 30 years and
machinery, furniture and equipment over periods ranging from 3 to 10 years. Leasehold improvements are amortized over the term of
the lease or the estimated useful lives of the improvements, whichever is shorter. Advances paid towards the acquisition of property
and equipment and the cost of property and equipment not ready for use before the end of the period are classified as construction in
progress.
Cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents.
Concentration of credit risk
The Company’s cash and cash equivalents are potentially subject to concentration of credit risk. The Company maintains cash with
several financial institutions that, in some cases, is in excess of Federal Deposit Insurance Corporation insurance limits.
F-9
Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities comprising the
Company’s customer base.
During the years ended December 31, 2017, 2016 and 2015, Wal-Mart Stores, Inc., including Sam’s Club and, in the United Kingdom,
Asda Superstore, (“Walmart”), accounted for 15%, 16% and 16% of net sales, respectively. During the year ended December 31,
2016, Costco Wholesale Corporation, (“Costco”), accounted for 10% of net sales. Sales to Walmart are included in the Company’s
U.S. Wholesale and International segments. Sales to Costco are primarily included in the U.S. Wholesale segment. No other customers
accounted for 10% or more of the Company’s sales during these periods.
Fair value measurements
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 820, Fair Value
Measurements and Disclosures, provides enhanced guidance for using fair value to measure assets and liabilities and establishes a
common definition of fair value, provides a framework for measuring fair value under U.S. generally accepted accounting principles
and expands disclosure requirements about fair value measurements. Fair value measurements included in the Company’s
consolidated financial statements relate to the Company’s annual goodwill and other intangible asset impairment tests and derivatives,
described in Notes E and G, respectively.
Fair value of financial instruments
The Company determined that the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are
reasonable estimates of their fair values because of their short-term nature. The Company determined that the carrying amounts of
borrowings outstanding under its Revolving Credit Facility and Term Loan approximate fair value since such borrowings bear interest
at variable market rates.
Derivatives
The Company accounts for derivative instruments in accordance with ASC Topic No. 815, Derivatives and Hedging. ASC Topic
No. 815 requires that all derivative instruments be recognized on the balance sheet at fair value as either an asset or liability. Changes
in the fair value of derivatives that qualify as hedges and have been designated as part of a hedging relationship for accounting
purposes have no net impact on earnings to the extent the derivative is considered highly effective in achieving offsetting changes in
fair value or cash flows attributable to the risk being hedged, until the hedge item is recognized in earnings. If the derivative which is
designated as part of a hedging relationship is considered ineffective in achieving offsetting changes in fair value or cash flows
attributable to the risk being hedged, the changes in fair value are recorded in operations. For derivatives that do not qualify or are not
designated as hedging instruments for accounting purposes, changes in fair value are recorded in operations.
Goodwill, intangible assets and long-lived assets
Goodwill and intangible assets deemed to have indefinite lives are not amortized but, instead, are subject to an annual impairment
assessment. Additionally, if events or conditions were to indicate the carrying value of a reporting unit may not be recoverable, the
Company would evaluate goodwill and other intangible assets for impairment at that time. As it relates to the goodwill assessment, the
Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less
than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment testing
described in ASU Topic No. 350, Intangibles – Goodwill and Other. If, after assessing qualitative factors, the Company determines
that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step
impairment test is unnecessary and the Company’s goodwill is considered to be unimpaired. However, if based on the Company’s
qualitative assessment it concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying
amount, or if the Company elects to bypass the qualitative assessment, the Company will proceed with performing the two-step
process. The first step in the two-step process compares the carrying value of each reporting unit that has goodwill with the estimated
fair value of the respective reporting unit. Should the carrying value of a reporting unit be in excess of the estimated fair value of that
reporting unit, the second step must be performed. The second step represents a hypothetical purchase price allocation as if the
Company had acquired the reporting unit on that date. The Company also evaluates qualitative factors to determine whether or not its
indefinite lived intangibles have been impaired and then performs quantitative tests if required. These tests can include the royalty
savings model or other valuation models.
Long-lived assets, including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other
conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the
business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the
F-10
recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows
expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the asset exceeds the fair value of the asset.
Income taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted
tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company accounts for foreign
income taxes based upon anticipated reinvestment of profits into respective foreign tax jurisdictions.
The Company applies the authoritative guidance for the financial statement recognition, measurement and disclosure of uncertain tax
positions recognized in the Company’s financial statements. In accordance with this guidance, tax positions must meet a more-likely-
than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position. A
valuation allowance is required to be established or maintained when it is “more likely than not” that all or a portion of deferred tax
assets will not be realized.
Share-based compensation
The Company accounts for its share-based compensation arrangements in accordance with ASC Topic 718, “Stock Compensation”,
which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee
directors at fair value on the date of grant and recognition of compensation expense over the related service period. Forfeitures are
accounted for as they occur.
The Company uses the Black-Scholes option valuation model to estimate the fair value of its stock options. The Black-Scholes option
valuation model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s
common stock and the risk-free interest rate. Changes in these subjective input assumptions can materially affect the fair value
estimate of the Company’s stock options on the date of the option grant.
Performance share awards are initially valued at the Company’s closing stock price on the date of grant. Each performance award
represents the right to receive up to 150% of the target number of shares of common stock. The number of shares of common stock
earned will be determined based on the attainment of specified performance goals by the end of the performance period, as determined
by the Compensation Committee of the Board of Directors. Compensation expense for performance awards is recognized over the
vesting period, and will vary based on remeasurement during the performance period. If the performance metrics are not probable of
achievement during the performance period, compensation expense is reversed. The awards are forfeited if the performance metrics
are not achieved as of the end of the performance period. The performance share awards vest at the end of a three year period, as
determined by the Compensation Committee.
The Company bases the estimated fair value of restricted stock awards on the date of grant. The estimated fair value is determined
based on the closing price of the Company’s common stock on the date of grant multiplied by the number of shares awarded.
Compensation expense is recognized on a straight-line basis over the vesting period.
Employee healthcare
The Company self-insures certain portions of its health insurance plan. The Company maintains an accrual for estimated unpaid
claims and claims incurred but not yet reported (“IBNR”). Although management believes that it uses the best information available to
estimate IBNR claims, actual claims may vary significantly from estimated claims.
Restructuring expenses
Costs associated with restructuring activities are recorded at fair value when a liability has been incurred. A liability has been incurred
at the point of closure for any remaining operating lease obligations and at the communication date for severance.
In 2016, to reduce costs and achieve synergies, the Company began the process of integrating its legal entities operating in Europe.
During the 2017, the Company recorded $1.0 million of restructuring expense related to the execution of this plan, primarily related to
severance. The Company does not expect to incur additional restructuring charges in 2018 related to this integration; however
additional restructuring charges may be incurred in the future as additional integration initiatives are undertaken.
In December 2015, the Company commenced an in-depth review of its U.S. Wholesale business segment, which included the
evaluation of the segment’s efficiency and effectiveness, with the objective of developing a plan to restructure its operations as
F-11
appropriate. The Company expanded this restructuring plan in 2016 to focus on specific actions required to achieve the plan’s
objectives. The Company recorded $2.4 million and $437,000 of restructuring expenses during the years ended December 31, 2016
and 2015, respectively, related to the execution of this plan. The expense for the 2016 period includes severance of approximately
$0.7 million and consulting expense of approximately $1.6 million. The Company does not expect to incur additional charges related
to the U.S. Wholesale restructuring plan.
As of December 31, 2017 and 2016, $0 and $525,000 was accrued related to severance and consulting expenses from the restructuring
plans.
Adopted Accounting Pronouncements
Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) 2016-09, Improvements to Employee Share-
Based Payment Accounting. This standard requires, on a prospective basis, all income tax effects of awards to be recognized in the
income statement when the awards vest or are settled. The standard also allows an employer to repurchase more of an employee’s
shares than is currently allowed for tax withholding purposes without triggering liability accounting, and allows companies to make a
policy election to account for forfeitures as they occur. In connection with the adoption of this standard, the Company adopted a
policy to account for forfeitures as they occur on a modified retrospective basis. The change in policy of accounting for forfeitures
resulted in a $46,000 decrease to retained earnings, net of tax, which the company recorded as of January 1, 2017. Upon adoption of
ASU 2016-09, on a prospective basis, excess tax benefits from share-based award activity will be presented as an operating activity in
the Company’s statement of cash flow.
Effective January 1, 2017, the Company adopted ASU 2015-11, Inventory: Simplifying the Measurement of Inventory, which affects
reporting entities that measure inventory using either the first-in, first-out or average cost method. Specifically, the guidance requires
that inventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the
ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. This adoption did not have a
material impact on the Company’s condensed consolidated financial statements.
Accounting Pronouncements to be Adopted in Future Periods
In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Simplifying the Test for Goodwill
Impairment, to simplify the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test.
Under this standard, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting
unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds
the reporting unit’s fair value. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This
guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019. Early
adoption, which the Company did not elect, is permitted for interim or annual goodwill impairment tests performed on testing dates
after January 1, 2017.
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, to assist with evaluating whether
transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for fiscal years
beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted for transactions not reported in
financial statements that have been issued or made available for issuance.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash
Payments, which reduces the diversity in practice on how certain transactions are classified in the statement of cash flows. The
guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after
December 15, 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this pronouncement.
In February 2016, the FASB issued ASU 2016-02, Leases, which requires a lessee, in most leases, to initially recognize a lease
liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term.
The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within with those years. Early
adoption is permitted. The Company is evaluating the effect of adopting this pronouncement.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing
revenue and create common revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards.
Following the FASB’s finalization of a one year deferral of this standard, the ASU is now effective for fiscal years and interim periods
within those fiscal years beginning after December 15, 2017, with early adoption permitted for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2016. This ASU can be adopted either retrospectively to each reporting period
presented or as a cumulative effect adjustment as of the date of the adoption. The standard supersedes existing revenue recognition
guidance and replaces it with a five step revenue model with a core principle that an entity recognizes revenue to reflect the transfer of
F-12
promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in
exchange for those goods or services. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from
Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) which clarifies
the implementation guidance on principal versus agent considerations.
The Company adopted the new guidance on January 1, 2018, using the modified retrospective transition method and applying this
approach to those contracts that were not completed as of that date. The Company completed its evaluation of customer agreements
and changes to its controls to support recognition and disclosures under the new guidance. The Company does not expect the adoption
of the standard to have a material impact on its consolidated financial statements.
NOTE B —ACQUISITIONS
Fitz and Floyd
On August 31, 2017, the Company acquired the Fitz and Floyd business, including the trade names and related working capital, from
Fitz and Floyd Enterprises, LLC (“Fitz”) for cash in the amount of $9.1 million. The purchase price was funded by borrowings under
the Company’s revolving credit facility.
The assets and operating results of the Fitz and Floyd business are reflected in the Company’s condensed consolidated financial
statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date. The condensed
consolidated statement of operations for the year ended December 31, 2017 includes $7.7 million of net sales attributable to the Fitz
and Floyd brands.
The purchase price was allocated based on the Company’s estimate of the fair values of the assets acquired and liabilities assumed, as
follows (in thousands):
Accounts Receivable .................................................... $
Inventory ......................................................................
Other assets ..................................................................
Other liabilities .............................................................
Goodwill and other intangibles.....................................
Total allocated value .................................................... $
Purchase Price
Allocation
3,115
5,424
458
(2,056)
2,131
9,072
On the basis of estimated fair values, the excess of the purchase price over the net assets acquired of $2.1 million has been allocated as
follows: $1.7 million for customer relationships and trade names and $0.4 million for goodwill. The goodwill recognized results from
such factors as assembled workforce and the value of other synergies expected from combining operations with the Company. All the
goodwill and other intangibles are included in the U.S. Wholesale segment. Customer relationships and trade names are amortized on
a straight-line basis over their estimated useful lives (see Note E).
Focus
In September 2016, the Company acquired the Amco Houseworks®, Chicago™ Metallic and Swing-A-Way® kitchenware and
bakeware brands, together with their related inventory, from Focus Products Group International, LLC (“Focus”) for cash in the
amount of $8.8 million. The assets and operating results of the Focus brands are reflected in the Company’s consolidated financial
statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date. The consolidated
statement of operations for the year ended December 31, 2016 includes $3.6 million of net sales attributable to the Focus brands. The
purchase price was allocated based on the Company’s estimate of the fair values of the assets acquired, including inventory ($3.5
million) and customer relationships and trade names ($5.3 million). Customer relationships and trade names are amortized on a
straight-line basis over their estimated useful lives of 15 years.
Copco
In October 2016, the Company acquired the Copco® product line from Wilton Industries, Inc., for cash in the amount of $12.3 million.
The product line includes thermal and hydration beverageware, tea kettles and kitchen organization products. The assets and operating
results of the Copco brands are reflected in the Company’s consolidated financial statements in accordance with ASC Topic No. 805,
Business Combinations, commencing from the acquisition date. The consolidated statement of operations for the year ended
December 31, 2016 includes $3.9 million of net sales attributable to the Copco® brands. The purchase price was allocated based on the
Company’s estimate of the fair values of the assets acquired, including inventory ($3.9 million) and customer relationships and trade
F-13
names ($8.4 million). Customer relationships and trade names are amortized on a straight-line basis over their estimated useful lives of
15 and 10 years, respectively.
NOTE C — SALE OF ACCOUNTS RECEIVABLE
In order to improve its liquidity during seasonally high working capital periods, in 2016 the Company entered into an uncommitted
Receivables Purchase Agreement with HSBC Bank USA, National Association (“HSBC”), as Purchaser (the “Receivables Purchase
Agreement”). Under the Receivables Purchase Agreement, the Company may offer to sell certain eligible accounts receivable (the
“Receivables”) to HSBC, which may accept such offer, and purchase the offered Receivables. Under the Receivables Purchase
Agreement, following each purchase of Receivables, the outstanding aggregate purchased Receivables shall not exceed $25.0 million.
HSBC will assume credit risk of the Receivables purchased; provided, however, that the Company will continue to be responsible for
all non-credit risk matters. The Company will service the Receivables, and as such servicer, collect and otherwise enforce the
Receivables on behalf of HSBC. The term of the agreement is for 364 days and shall automatically be extended for annual successive
terms unless terminated. Either party may terminate the agreement at any time upon sixty days’ prior written notice to the other party.
Pursuant to this agreement, the Company sold $90.2 million and $44.3 million of Receivables during the years ended December 31,
2017 and 2016, respectively. A charge of $328,000 and $131,000 related to the sale of the Receivables is included in selling, general
and administrative expenses in the consolidated statement of operations for the years ended December 31, 2017 and 2016,
respectively.
At December 31, 2016, the Company held approximately $3.3 million of restricted cash representing collections the Company
received as servicer of the Receivables sold to HSBC. This restricted cash was held in trust at December 31, 2016 and restricted from
being pledged by the Company. The restricted cash was subsequently remitted to HSBC in accordance with the terms of the
Receivables Purchase Agreement.
NOTE D — EQUITY INVESTMENTS
The Company owns approximately 30% of the outstanding capital stock of Grupo Vasconia, S.A.B. (“Vasconia”) an integrated
manufacturer of aluminum products and one of Mexico’s largest housewares companies. Shares of Vasconia’s capital stock are traded
on the Bolsa Mexicana de Valores, the Mexican Stock Exchange. The Quotation Key is VASCONI. The Company accounts for its
investment in Vasconia using the equity method of accounting and records its proportionate share of Vasconia’s net income in the
Company’s statement of operations. Accordingly, the Company has recorded its proportionate share of Vasconia’s net income
(reduced for amortization expense related to the customer relationships acquired) for the years ended December 31, 2017, 2016 and
2015 in the accompanying consolidated statements of operations. The value of the Company’s investment balance has been translated
from Mexican Pesos (“MXN”) to U.S. Dollars (“USD”) using the spot rate of MXN 19.68 and MXN 20.70 at December 31, 2017 and
2016, respectively. The Company’s proportionate share of Vasconia’s net income has been translated from MXN to USD using the
average exchange rates of MXN 17.81 to 20.30, MXN 18.02 to 19.85 and MXN 14.94 to 16.76, during the years ended December 31,
2017, 2016 and 2015, respectively. The effect of the translation of the Company’s investment resulted in increase of the investment of
$1.0 during the year ended December 31, 2017 and a decrease of the investment of $3.2 million and $4.9 million during the years
ended December 31, 2016 and 2015, respectively. These translation effects are recorded in accumulated other comprehensive loss.
The Company received cash dividends of $28,000, $205,000 and $226,000, from Vasconia during the years ended December 31,
2017, 2016 and 2015, respectively. Included in prepaid expenses and other current assets at December 31, 2017 and 2016 was $64,000
and $83,000 due from Vasconia. Included within accounts payable and accrued expenses at December 31, 2017 and 2016 was $0 and
$220,000 due to Vasconia.
F-14
Summarized income statement information for the years ended December 31, 2017, 2016 and 2015, as well as summarized balance
sheet information as of December 31, 2017 and 2016, for Vasconia in USD and MXN is as follows:
2017
Year Ended December 31,
2016
(in thousands)
2015
MXN
Income Statement
Net sales ........................................................ $ 167,283 $ 3,157,671 $ 149,533 $ 2,795,009 $ 178,832 $ 2,824,399
Gross profit ...................................................
534,285
165,507
Income from operations ................................
117,194
Net income ....................................................
27,205
5,611
3,491
510,617
105,334
68,230
655,186
199,170
23,983
33,982
10,551
7,353
34,626
10,475
1,164
MXN
MXN
USD
USD
USD
Balance Sheet
Current assets .......................................................................... $
Non-current assets ...................................................................
Current liabilities .....................................................................
Non-current liabilities..............................................................
USD
91,157 $
87,900
50,766
39,147
(in thousands)
MXN
1,793,832 $
1,729,745
998,993
770,352
USD
81,509 $
83,890
31,303
49,408
MXN
1,687,396
1,736,681
648,028
1,022,842
December 31,
2017
2016
The Company recorded equity in earnings of Vasconia, net of taxes, of $0.4 million, $0.6 million and $0.6 million for the years ended
December 31, 2017, 2016 and 2015, respectively. Equity in earnings in 2017, 2016 and 2015 includes deferred tax benefit (expense)
of $0.2 million, ($0.5) million and ($1.3) million, respectively, due to the requirement to record tax benefits for foreign currency
translation losses through other comprehensive income (loss), with a corresponding adjustment to deferred tax liabilities.
As of December 31, 2017, the fair value (based upon the quoted stock price) of the Company’s investment in Vasconia was
$31.8 million. The carrying value of the Company’s investment in Vasconia was $23.8 million.
During the year ended December 31, 2016, the Company sold its 40% equity interest in GS Internacional S/A (“GSI”), a wholesale
distributor of branded housewares products in Brazil. The Company initially acquired GSI in December 2011 and accounted for this
investment using the equity method of accounting; however, impairment losses in 2014 reduced the investment balance to zero. Upon
the sale of its equity interest in GSI the Company recognized a net gain of $189,000. This gain is included within equity in earnings
(losses), net of tax, and represents the net consideration received of R$2.3 million (approximately $567,000) reduced by currency
translation losses of $378,000 recognized upon the sale of the equity interest in GSI.
In February 2012, the Company entered into a joint venture, Grand Venture Holdings Limited (“Grand Venture”), with Manweal
Development Limited (“Manweal”), a Chinese corporation, to distribute Mikasa® products in China, which included an initial
investment of $500,000. The Company and Manweal each own 50% of Grand Venture and have rights and obligations proportionate
to their ownership percentages. The Company accounts for its investment in Grand Venture using the equity method of accounting and
has recorded its proportionate share of Grand Venture’s net loss as equity in earnings (losses) in the Company’s consolidated
statements of operations. The Company recorded equity in losses of the joint venture of $8,000, $11,000 and $20,000 for the years
ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017 and 2016, the carrying value of the Company’s
investment in Grand Venture was $228,000 and $256,000, respectively.
F-15
NOTE E — GOODWILL AND INTANGIBLE ASSETS
The Company’s intangible assets, all of which are included in the U.S. Wholesale and International segments, consist of the following
(in thousands):
Goodwill ........................................................... $
Indefinite-lived intangible assets:
Year Ended December 31,
2017
Accumulated
Amortization
Gross
Net
Gross
2016
Accumulated
Amortization
Net
15,772 $
— $ 15,772 $
14,201 $
— $ 14,201
Trade names ............................................
7,616
—
7,616
7,616
—
7,616
Finite-lived intangible assets:
Licenses ...................................................
Trade names ............................................
Customer relationships ............................
Other ........................................................
15,847
33,368
52,961
1,165
(9,375)
(11,109)
(16,966)
(800)
6,472
22,259
35,995
365
15,847
31,150
49,372
1,266
(8,919)
(8,286)
(12,188)
(840)
6,928
22,864
37,184
426
Total
$ 126,729 $
(38,250) $ 88,479 $ 119,452 $
(30,233) $ 89,219
A summary of the activities related to the Company’s intangible assets for the years ended December 31, 2017, 2016 and 2015
consists of the following (in thousands):
Goodwill and Intangible Assets, December 31, 2014 .. $
Amortization ....................................................................
Goodwill and Intangible Assets, December 31, 2015 ..
Acquisition of trade names ..............................................
Acquisition of customer relationships .............................
Acquisition of other intangible assets ..............................
Foreign currency translation adjustment ..........................
Amortization ....................................................................
Goodwill and Intangible Assets, December 31, 2016 ..
Acquisition of goodwill ...................................................
Acquisition of trade names ..............................................
Acquisition of customer relationships .............................
Foreign currency translation adjustment ..........................
Amortization ....................................................................
Intangible
Assets
85,496
(7,004)
78,492
5,159
8,878
50
(11,400)
(6,161)
75,018
—
1,134
563
2,823
(6,831)
$
Goodwill
18,101
—
$
18,101
—
—
—
(3,900)
—
14,201
434
—
—
1,137
—
Goodwill and Intangible Assets, December 31, 2017 .. $
72,707
$
15,772
$
Total Intangible
Assets and
Goodwill
103,597
(7,004)
96,593
5,159
8,878
50
(15,300)
(6,161)
89,219
434
1,134
563
3,960
(6,831)
88,479
The weighted-average amortization periods for the Company’s finite-lived intangible assets as of December 31, 2017 are as follows:
Trade names ...................................................................................
Licenses .........................................................................................
Customer relationships ..................................................................
Other ..............................................................................................
Years
14
33
13
12
F-16
Estimated amortization expense for each of the five succeeding fiscal years is as follows (in thousands):
Year ending December 31,
2018 .................................................................................................................... $
2019 ....................................................................................................................
2020 ....................................................................................................................
2021 ....................................................................................................................
2022 ....................................................................................................................
7,096
7,096
7,081
6,604
6,604
Amortization expense for the years ended December 31, 2017, 2016 and 2015 was $6.8 million, $6.2 million and $7.0 million,
respectively.
Annual indefinite-lived trade name impairment test
In 2017, the Company performed quantitative impairment test for its indefinite-lived trade names which involved the assessment of
the fair market values of the Company’s indefinite-lived trade names based on Level 3 unobservable inputs, using a relief from royalty
approach, assuming a discount rate of 16.9-17.7% and an average long term growth rate of 2.5%-3%. The result of the impairment
assessment of the Company’s indefinite-lived trade names indicated that the fair values of the trade names exceeded their carrying
values as of October 1, 2017.
For the Company’s 2016 and 2015 annual impairment tests for its indefinite-lived trade names as of October 1, 2016 and 2015, the
Company elected to first perform a qualitative assessment to determine if it was more likely than not that the fair values of the
Company’s indefinite-lived trade names were less than the carrying values. The Company considered events and circumstances that
could affect the significant inputs used to determine the fair values of the indefinite-lived trade names. Based on the qualitative
assessment, the Company determined it was not more likely than not that the fair values of the Company’s indefinite-lived trade
names were less than the carrying values as of October 1, 2016 and 2015.
Annual goodwill impairment test
The Company bypassed the optional qualitative impairment analysis for its three reporting units with goodwill for its October 1, 2017
impairment test. Accordingly, the first step of the two step goodwill impairment test, as described above, was performed. Under the
first step, the estimated fair value of each of the reporting units was determined using the income approach and market approach. The
significant assumptions used under the income approach, or discounted cash flow method, are projected net sales, projected earnings
before interest, tax, depreciation and amortization (“EBITDA”), terminal growth rates, and the cost of capital. Projected net sales,
projected EBITDA and terminal growth rates were determined to be significant assumptions because they are three primary drivers of
the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a significant
assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. Under the income approach,
the resultant estimated fair value of the three reporting units exceeded their carrying value as of October 1, 2017.
As of October 1, 2016, the fair value of the Creative Tops reporting unit, which carried goodwill of $2.1 million, was approximately
3% below its carrying value. In 2016 the Company performed the second step of the impairment test by estimating the fair value of the
assets and liabilities to determine the implied fair value of goodwill. The implied fair value of goodwill was determined to be greater
than the carrying value and no impairment charge was recorded. Also, as of October 1, 2016, the excess of fair value of the Kitchen
Craft reporting unit, which carried goodwill of $9.7 million, was approximately 3% over its carrying value.
As of October 1, 2017, the fair values of the Creative Tops and Kitchen Craft reporting units both exceeded their respective carrying
values. Management’s projections used to estimate the cash flows included increasing net sales and operational improvements
designed to reduce costs at the Company’s international reporting units. The excess fair value calculated in 2017 was driven by
realized cost savings and, to a larger extent, future cost savings from the combination of the operations expected to be completed in
the near term. The planned cost savings are in line with that of a market participant. Changes in any of the significant assumptions
used in the valuation of the Company’s reporting units can materially affect the expected cash flows, and such impacts can result in
the requirement to proceed to the second step of the test and potentially a material non-cash impairment charge could result. The
Company is not currently aware of any negative changes in its assumptions that could lead to the fair value of the reporting unit being
less than the carrying value.
As of December 31, 2017, the Company assessed the carrying value of goodwill and determined based on qualitative factors, no
impairment existed.
F-17
NOTE F — DEBT
Credit Agreement
In January 2014, the Company entered into the Second Amended and Restated Credit Agreement, which has been amended, with
JPMorgan Chase Bank, N.A., as Administrative Agent and Co-Collateral Agent, and HSBC Bank USA, National Association, as
Syndication Agent and Co-Collateral Agent (the “Credit Agreement”). The Credit Agreement, which expires in January 2019,
provides for, among other things, a Revolving Credit Facility commitment totaling $175.0 million ($40.0 million of which is available
for multi-currency borrowings) and a Term Loan facility.
At December 31, 2017 and 2016, under the Revolving Credit Facility, borrowings outstanding were $94.7 million and $86.2 million,
respectively. At December 31, 2017 and 2016, open letters of credit were $3.2 million and $2.4 million, respectively and availability
under the Revolving Credit Facility was approximately $58.0 million and $76.5 million, respectively. The borrowing capacity under
the Revolving Credit Facility depends, in part, on eligible levels of accounts receivable and inventory, each of which fluctuates based
upon the seasonality of the business, and certain trademark values, based upon periodic appraisals. Therefore, the actual borrowing
capacity may be less than the $175.0 million commitment.
The Company classifies a portion of the Revolving Credit Facility as a current liability if the Company’s intent and ability is to repay
the loan from cash flows from operations which are expected to occur within the next 12 months. Repayments and borrowings under
the facility can vary significantly from planned levels based on cash flow needs and general economic conditions. The Company
expects that it will continue to borrow and repay funds, subject to availability, under the facility based on working capital and other
corporate needs.
The Company’s payment obligations under the Revolving Credit Facility are unconditionally guaranteed by each of its existing U.S.
subsidiaries and will be unconditionally guaranteed by each of its future U.S. subsidiaries. Certain payment obligations under the
Revolving Credit Facility are also direct obligations of its foreign subsidiary borrowers designated as such under the Credit Agreement
and, subject to limitations on such guaranties, are guaranteed by the foreign subsidiary borrowers, as well as by the Company. The
obligations of the Company under the Revolving Credit Facility and any hedging arrangements and cash management services and the
guarantees by its domestic subsidiaries in respect of those obligations are secured by substantially all of the assets and stock (but in the
case of foreign subsidiaries, limited to 65% of the capital stock in first-tier foreign subsidiaries and not including the stock of
subsidiaries of such first-tier foreign subsidiaries) owned by the Company and the U.S. subsidiary guarantors, subject to certain
exceptions. Such security interests consist of a first-priority lien, subject to certain permitted liens, with respect to the assets of the
Company and its domestic subsidiaries pledged as collateral in favor of lenders under the Revolving Credit Facility.
As of December 31, 2017 and 2016, $0 and $9.5 million, respectively, was outstanding under the Term Loan and unamortized debt
issuance costs were $0 and $157,000, respectively. In April 2017, the Company repaid the $7.0 million outstanding balance under the
Term Loan. In connection therewith, the Company wrote-off debt issuance costs of $0.1 million. In April 2016, the Company made a
prepayment of $15.2 million in accordance with the amended terms. In connection therewith, the Company wrote-off debt issuance
costs of $0.3 million.
Interest rates on outstanding borrowings at December 31, 2017 ranged from 2.5% to 5.5%. In addition, the Company pays a
commitment fee of 0.375% on the unused portion of the Revolving Credit Facility.
The Credit Agreement provides for customary restrictions and events of default. Restrictions include limitations on additional
indebtedness, acquisitions, investments and payment of dividends, among other things. Further, the Credit Agreement provides that at
any time any Term Loan is outstanding or at any time no Term Loan is outstanding and availability under the Revolving Credit
Facility is less than $17.5 million and continuing until availability of at least $20.0 million is maintained for three consecutive months,
the Company is required to maintain a minimum fixed charge coverage ratio of 1.20 to 1.00 for each of four consecutive fiscal quarter
periods.
Pursuant to the Credit Agreement, as of December 31, 2017 the maximum additional permitted indebtedness other than certain
subordinated indebtedness was $58.0 million. The Company was in compliance with the financial covenants of the Credit Agreement
at December 31, 2017.
In August 2016, the Company amended the Credit Agreement to, among other things, allow the sale of certain accounts receivable by
the Company to other financial institutions (subject to the approval of the Credit Agreement’s administrative agent) and revise the
definition of EBITDA to provide that non-recurring charges shall not exceed $5.0 million during the term of the Credit Agreement
(the previous limit was $2.0 million).
F-18
Other Credit Agreements
A subsidiary of the Company has a credit facility (“HSBC Facility” or “Short term loan”) with HSBC Bank (China) Company
Limited, Shanghai Branch (“HSBC”) for up to RMB 18.0 million ($2.8 million). The HSBC Facility is subject to annual renewal and
may be used to fund general working capital needs of the Company’s subsidiary which is a trading company in the People’s Republic
of China. Borrowings under the HSBC Facility are guaranteed by the Company and are granted at the sole discretion of HSBC. At
December 31, 2017 and 2016, RMB 0.5 million ($69,000) and RMB 0.8 million ($113,000), respectively, was outstanding under the
HSBC Facility. Outstanding borrowings at December 31, 2017 carried an interest rate of 5.0%.
NOTE G — DERIVATIVES
The Company is a party to interest rate swap agreements with an aggregate notional amount of $5.3 million to manage interest rate
exposure in connection with its variable interest rate borrowings. The hedge periods of these agreements commenced in March 2013
and expire in June 2018 and the notional amounts amortize over these periods. The interest rate swap agreements were designated as
cash flow hedges under ASC Topic No. 815. The effective portion of the fair value gain or loss on these agreements is recorded as a
component of accumulated other comprehensive loss.
The Company has also entered into foreign exchange contracts, primarily to offset the earnings impact related to fluctuations in
foreign currency exchange rates associated with inventory purchases denominated in foreign currencies. The aggregate gross notional
amount of foreign exchange contracts at December 31, 2017 was $34.9 million. These foreign exchange contracts have not been
designated as hedges as required in order to apply hedge accounting. The changes in the fair value of these contracts are recorded in
earnings immediately.
The fair values of the Company’s derivative financial instruments included in the consolidated balance sheets are presented as follows
(in thousands):
Derivatives designated as hedging instruments
Balance Sheet Location
2017
2016
December 31,
Interest rate swaps .............................................................................Prepaid expenses
Accrued expenses
Deferred rent &
other long-term
liabilities
$
11 $ —
4
—
—
3
December 31,
Derivatives not designated as hedging instruments
Balance Sheet Location
2017
2016
Foreign exchange contracts ..............................................................Prepaid expenses
and other current
assets
$ — $
924
Accrued Expenses
1,951
—
The fair value of the derivatives have been obtained from the counterparties to the agreements and were based on Level 2 observable
inputs using proprietary models and estimates about relevant future market conditions.
The amounts of the gains and losses related to the Company’s derivative financial instruments designated as hedging instruments are
recognized in other comprehensive income (loss) as follows (in thousands):
Derivatives designated as hedging instruments
Year ended
December 31,
2016
2017
2015
Interest rate swaps ...................................................................................................... $
17 $
17 $
(2)
As of December 31, 2017, no amounts recorded in accumulated other comprehensive loss were expected to be reclassified to interest
expense in the next twelve months, however; in connection with the financing transaction described in Note O, the Company
determined it is probable that the hedged forecast transaction will not occur and the net gain reported in accumulated other
comprehensive income related to the interest rate swap will be reclassified into interest expense.
F-19
The amounts of the gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments
are recognized in earnings as follows (in thousands):
Derivatives not designated as hedging instruments
Location of
Gain or (Loss)
Year Ended December 31,
2017
2016
2015
Foreign exchange contracts ...........................................................................................Selling,
general and
administrative
expense
$
(2,592) $ 2,182 $ 272
NOTE H — CAPITAL STOCK
Cash dividends
Dividends were declared in 2017 and 2016 as follows:
Dividend per share
Date declared
Date of record
Payment date
$0.0425 ................................................................March 3, 2016
$0.0425 ................................................................June 9, 2016
$0.0425 ................................................................August 4, 2016
$0.0425 ................................................................November 3, 2016
$0.0425 ................................................................March 8, 2017
$0.0425 ................................................................June 22, 2017
$0.0425 ................................................................August 4, 2017
$0.0425 ................................................................November 7, 2017
May 16, 2016
August 15, 2016
May 2, 2016
August 1, 2016
November 1, 2016 November 15, 2016
February 1, 2017
May 1, 2017
August 1, 2017
November 1, 2017 November 15, 2017
February 1, 2018
February 15, 2017
May 15, 2017
August 15, 2017
February 15, 2018
On March 8, 2018, the Board of Directors declared a quarterly dividend of $0.0425 per share payable on May 15, 2018 to shareholders
of record on May 1, 2018.
Stock repurchase program
On April 30, 2013, Lifetime’s Board of Directors authorized the repurchase of up to $10.0 million of the Company’s common stock.
The repurchase authorization permits the Company to effect repurchases from time to time through open market purchases and
privately negotiated transactions. No shares were repurchased during the years ended December 31, 2017, 2016 and 2015.
Preferred stock
The Company is authorized to issue 100 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred Stock, none of
which has been issued or is outstanding at December 31, 2017.
Long-term incentive plan
The Company’s Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”) provides for the granting of awards of up to
5,287,500 shares of common stock. These shares of the Company’s common stock are available for grants to directors, officers,
employees, consultants and service providers and affiliates in the form of stock options or other equity-based awards. The Plan
authorizes the Board of Directors of the Company, or a duly appointed committee thereof, to issue incentive stock options, non-
qualified options, restricted stock, performance based awards and other stock-based awards. Options that have been granted under the
Plan expire over a range of five to ten years from the date of grant and vest over a range of up to four years from the date of grant.
Shares of restricted stock that have been granted under the Plan vest over a range of up to four years from the date of grant.
Performance based awards that have been granted under the Plan vest after three years based upon the attainment of specified
performance goals. In June 2017, the shareholders of the Company approved an amendment to the Company’s Plan to revise the terms
and conditions of Plan to increase the shares available for grant under the plan by 437,500 shares and include and clarify several
features that promote good governance. As of December 31, 2017, there were 619,369 shares available for the grant of awards.
F-20
Stock options
A summary of the Company’s stock option activity and related information for the three years ended December 31, 2017, is as
follows:
Options outstanding at December 31, 2014 ......................
Grants ..........................................................................
Exercises .....................................................................
Cancellations...............................................................
Expirations ..................................................................
Options outstanding at December 31, 2015 ......................
Grants ..........................................................................
Exercises .....................................................................
Cancellations...............................................................
Expirations ..................................................................
Options outstanding at December 31, 2016 ......................
Grants ..........................................................................
Exercises .....................................................................
Cancellations...............................................................
Expirations ..................................................................
Options
2,326,627 $
89,600
(110,375)
(37,750)
(25,900)
2,242,202
66,850
(272,325)
(30,750)
(230,577)
1,775,400
125,750
(300,000)
(45,700)
(99,250)
Options outstanding at December 31, 2017 ......................
1,456,200
Options exercisable at December 31, 2017 .......................
1,250,673 $
Weighted-
average
exercise
price
Weighted-
average
remaining
contractual
life (years)
Aggregate
intrinsic
value
14.19
13.99
8.84
15.57
26.60
14.28
15.44
9.01
15.39
27.16
13.44
17.38
11.34
16.40
20.40
13.64
13.05
4.6 $
5,019,000
4.0 $
4,923,000
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option
holders had all option holders exercised their in-the-money stock options on December 31, 2017. The intrinsic value is calculated for
each in-the-money stock option as the difference between the closing price of the Company’s common stock on December 31, 2017
and the exercise price.
The total intrinsic values of those stock options that were exercised in the years ended December 31, 2017, 2016 and 2015 were
$2,071,000, $1,848,000 and $639,000, respectively. The intrinsic value of a stock option that is exercised is calculated at the date of
exercise.
Total unrecognized stock option compensation expense at December 31, 2017, before the effect of income taxes, was $1.0 million and
is expected to be recognized over a weighted-average period of 2.1 years.
The Company values stock options using the Black-Scholes option valuation model. The Black-Scholes option valuation model, as
well as other available models, was developed for use in estimating the fair value of traded options, which have no vesting restrictions
and are fully transferable. The Black-Scholes option valuation model requires the input of highly subjective assumptions including the
expected stock price volatility and risk-free interest rate. Because the Company’s stock options have characteristics significantly
different from those of traded options, changes in the subjective input assumptions can materially affect the fair value estimates of the
Company’s stock options. The weighted-average per share grant date fair value of stock options granted during the years ended
December 31, 2017, 2016, and 2015 was $6.37, $5.43 and $4.68, respectively.
F-21
The fair values for these stock options were estimated at the dates of grant using the following weighted-average assumptions:
Historical volatility ...................................................................................
Expected term (years) ...............................................................................
Risk-free interest rate ................................................................................
Expected dividend yield............................................................................
2017
39%
6.0
1.97%
0.98%
2016
39%
6.0
1.37%
1.10%
2015
39%
5.2
1.67%
1.18%
Restricted Stock
A summary of the Company’s restricted stock activity and related information for the three years ended December 31, 2017 is as
follows:
Non-vested restricted shares, December 31, 2014 .....
Grants ...................................................................
Vested ..................................................................
Cancellations ........................................................
Non-vested restricted shares, December 31, 2015 .....
Grants ...................................................................
Vested ..................................................................
Cancellations ........................................................
Non-vested restricted shares, December 31, 2016 .....
Grants ...................................................................
Vested ..................................................................
Cancellations ........................................................
Non-vested restricted shares, December 31, 2017 .....
Restricted
Shares
26,511
100,073
(24,649)
(500)
101,435
109,170
(46,306)
(2,475)
161,824
133,352
(69,795)
(6,064)
219,317
Weighted-
average
grant date
fair value
15.86
14.78
15.97
14.84
14.77
15.64
14.79
14.93
15.35
18.32
15.39
16.07
17.12
$
$
Total unrecognized compensation expense
remaining ................................................................. $
2,932,000
Weighted-average years expected to be recognized
over ...........................................................................
2.6
The total fair value of restricted stock that vested during the year ended December 31, 2017 was $1.3 million.
Performance shares
Each performance award represents the right to receive up to 150% of the target number of shares of common stock. The number of
shares of common stock earned will be determined based on the attainment of specified performance goals at the end of the
performance period, as determined by the Compensation Committee of the Board of Directors. The shares are subject to the terms and
conditions of the Plan.
F-22
A summary of the Company’s performance-based award activity and related information for the three years ended December 31, 2017
is as follows:
Non-vested performance-based awards,
January 1, 2015 ......................................................
Grants .................................................................
Cancellations ......................................................
Non-vested performance-based awards,
December 31, 2015 .................................................
Grants .................................................................
Cancellations ......................................................
Non-vested performance-based awards,
December 31, 2016 .................................................
Grants .................................................................
Cancellations ......................................................
Non-vested performance-based awards,
Performance-
based
awards (1)
Weighted-
average
grant date
fair value
—
66,650
(500)
66,150
82,000
(2,188)
145,962
87,000
(4,070)
$
—
14.84
14.84
14.84
15.69
14.94
15.32
18.45
16.52
December 31, 2017 .................................................
228,892
$
16.49
Total unrecognized compensation expense
remaining ............................................................... $
1,727,000
Weighted-average years expected to be
recognized over ......................................................
1.7
(1)
Represents the target number of shares to be issued for each performance-based award.
On March 7, 2018, the Compensation Committee of the Board of Directors determined the performance goals set forth in the
performance-based awards granted in 2015 were attained and 58,888 shares vested.
The Company recognized total stock compensation expense of $3.4 million for the year ended December 31, 2017, of which
$1.1 million represents stock option compensation expense and $2.3 million represents restricted stock and performance based
compensation expense. The Company recognized total stock compensation expense of $2.9 million for the year ended December 31,
2016, of which $1.4 million represents stock option compensation expense, $1.5 million represents restricted stock, including
restricted stock granted to directors and performance based compensation expense, and $32,000 represents stock awards. The
Company recognized total stock compensation expense of $5.3 million for the year ended December 31, 2015, of which $2.2 million
represents stock option compensation expense, $0.8 million represents restricted stock including restricted stock granted to directors
and performance based compensation expense, and $2.2 million represents stock awards.
NOTE I — INCOME PER COMMON SHARE
Basic income per common share has been computed by dividing net income by the weighted-average number of shares of the
Company’s common stock outstanding. Diluted income per common share adjusts net income and basic income per common share for
the effect of all potentially dilutive shares of the Company’s common stock. The calculations of basic and diluted income per common
share for the years ended December 31, 2017, 2016 and 2015, are as follows:
2017
2016
2015
Net income – Basic and Diluted ............................................. $
Weighted-average shares outstanding – Basic .....................
Effect of dilutive securities:
(in thousands - except per share amounts)
15,720
14,174
2,154
14,505
$
$
12,278
13,850
Stock options and other stock awards .............................
450
Weighted-average shares outstanding – Diluted ..................
14,955
375
14,549
Basic income per common share ........................................... $
Diluted income per common share ........................................ $
0.15
0.14
$
$
1.11
1.08
$
$
416
14,266
0.89
0.86
F-23
The computations of diluted income per common share for the years ended December 31, 2017, 2016 and 2015 excludes 1,190,261,
1,335,113 and 1,467,857, respectively, related to options to purchase shares and other stock awards. These shares were excluded due
to their antidilutive effect.
NOTE J — INCOME TAXES
The components of income before income taxes, equity in earnings and extraordinary item are as follows:
Domestic ................................................................................... $
Foreign ......................................................................................
17,728
(6,949)
2017
Year Ended December 31,
2016
(in thousands)
22,114
(112)
$
2015
$
22,096
(3,765)
Total income before income taxes and equity in earnings ........ $
10,779
$
22,002
$
18,331
The provision for income taxes (before equity in earnings) consists of:
Year Ended December 31,
2016
2015
2017
(in thousands)
Current:
Federal ................................................................................. $
State and local .....................................................................
Foreign ................................................................................
Deferred ........................................................................................
7,041
957
4
1,030
$
8,000
498
483
(1,951)
$
5,584
1,879
604
(1,440)
Income tax provision .................................................................... $
9,032
$
7,030
$
6,627
On December 22, 2017, the legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act
revises the U.S. corporate income tax by, among other things, lowering the corporate income tax rate from 35% to 21%, adopting a
quasi-territorial income tax system and imposing a one-time transition tax on foreign unremitted earnings, and setting limitations on
deductibility of certain costs (e.g., interest expense).
Due to the complexities involved in the accounting for the Tax Act, on December, 22, 2017, the Securities and Exchange
Commission’s Staff Accounting Bulletin (“SAB”) 118 was issued to provide guidance to companies that have not yet completed their
accounting for the Tax Act in the period of enactment. SAB 118 provides that the Company include in its financial statements a
reasonable estimate of the impact of the Tax Act on earnings to the extent such estimate has been determined. Accordingly, the U.S.
provision for income tax for 2017 is based on the reasonable estimate guidance provided by SAB 118.
For the year ended December 31, 2017, the Company accrued $338,000 of tax expense for the Tax Act’s one-time transition tax on the
Company’s material wholly owned foreign subsidiaries’ accumulated, unremitted earnings. A reasonable estimate cannot yet be made
for the impact of the one-time transition tax on the Company’s equity investment in Grupo Vasconia due to the complexity of
calculating accumulated foreign earnings and profits, foreign tax paid, and other tax components involved in foreign tax credit
calculations for prior years going back to 1986, including years prior to the Company’s acquisition of its equity interest.
For the year ended December 31, 2017, the Company accrued $3.0 million in provisional expense related to the net change in deferred
tax assets stemming from the Tax Act’s reduction of the U.S. federal tax rate from 35% to 21%.
The Tax Act also includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion
anti-abuse tax (“BEAT”) that taxes certain payments between a U.S. corporation and its subsidiaries. The Company continues to
analyze whether it will be subject to the GILTI and BEAT provisions effective beginning January 1, 2018.
Pursuant to the SAB 118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to
finalize the recording of the related tax impacts. The Company will continue to calculate the impact of the U.S. Tax Act and will
record any resulting tax adjustments during 2018.
F-24
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred
income tax assets are as follows:
December 31,
2017
2016
(in thousands)
Deferred income tax assets:
Deferred rent expense ....................................................... $
Stock options ....................................................................
Inventory ...........................................................................
Operating loss carry-forward ............................................
Accounts receivable allowances .......................................
Accrued compensation......................................................
Depreciation and amortization ..........................................
Other .................................................................................
2,212
2,903
970
4,114
264
623
247
1,882
$
3,706
4,593
1,190
2,568
463
944
—
2,784
Total deferred income tax assets ............................. $
13,215
$
16,248
Significant components of the Company’s net deferred income tax asset (liability) are as follows:
Deferred income tax liabilities:
Depreciation and amortization ....................................... $
Intangibles .....................................................................
Equity in earnings ..........................................................
Total deferred income tax liabilities .....................
Net deferred income tax asset .................................................
Valuation allowance ................................................................
December 31,
2017
2016
(in thousands)
—
(8,732)
(56)
(8,788)
4,427
(3,024)
$
(1,268)
(9,815)
24
(11,059)
5,189
(2,396)
Net deferred income tax asset ................................................. $
1,403
$
2,793
The Company has generated various state net operating loss carryforwards of which, $13.0 million remained at December 31, 2017
that begin to expire in 2026 .The Company has net operating losses in foreign jurisdictions of $10.6 million at December 31, 2017 that
begin to expire in 2020.
The valuation allowance as of December 31, 2017 increased from the prior year primarily due to foreign net operating losses that the
Company does not believe will more likely than not be realized.
The provision for income taxes (before equity in earnings) differs from the amounts computed by applying the applicable federal
statutory rates as follows:
Provision for federal income taxes at the statutory rate ............................
Increases (decreases):
Year Ended December 31,
2016
35.0%
2017
35.0%
2015
35.0%
State and local income taxes, net of Federal income tax benefit .....
Foreign rate differences ...................................................................
Non-deductible expenses .................................................................
Tax Act- revaluation of net deferred tax assets ...............................
Tax Act- transition tax.....................................................................
Other................................................................................................
5.9
8.0
3.7
27.7
3.1
0.4
3.6
(7.9)
3.4
—
—
(2.1)
5.3
(8.6)
5.5
—
—
(1.0)
Provision for income taxes .......................................................................
83.8%
32.0%
36.2%
F-25
The estimated values of the Company’s gross uncertain tax positions at December 31, 2017, 2016, and 2015 are liabilities of
$161,000, $109,000 and $157,000, respectively, and consist of the following:
Balance at January 1 ............................................................................ $
Additions based on tax positions related to the current year ......
Reduction for tax positions of prior years ..................................
Settlements .................................................................................
Year Ended December 31,
2016
2015
2017
$
(109)
(82)
30
—
(in thousands)
(157)
—
—
48
$
(572)
(15)
—
430
Balance at December 31 ...................................................................... $
(161)
$
(109)
$
(157)
The Company had approximately $24,000 and $29,000, net of federal and state tax benefit, accrued at December 31, 2017 and 2016,
respectively, for the payment of interest. The Company’s policy for recording interest and penalties is to record such items as a
component of the provision for income taxes.
If the Company’s tax positions are ultimately sustained, the Company’s liability, including interest, would be reduced by $182,000, all
of which would impact the Company’s tax provision. On a quarterly basis, the Company evaluates its tax positions and revises its
estimates accordingly. The Company believes that it is reasonably possible that $32,000 of its tax positions will be resolved within the
next twelve months.
The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2014. The Company has identified
the following jurisdictions as “major” tax jurisdictions: U.S. Federal, California, Massachusetts, Georgia, Illinois, New York, New
Jersey and the United Kingdom. At December 31, 2017, the periods subject to examination by the Company’s major state jurisdictions
are generally for the years ended 2013 through 2016.
NOTE K — BUSINESS SEGMENTS
Segment information
The Company has three reportable segments, U.S. Wholesale, International and Retail Direct. The U.S. Wholesale segment includes
the Company’s primary domestic business that designs, markets and distributes its products to retailers and distributors. The
International Segment consists of certain business operations conducted outside the U.S. The Retail Direct segment is that in which
the Company markets and sells a limited selection of its products to consumers through its Pfaltzgraff, Mikasa, Fred and Friends, Built
NY, Fitz and Floyd, Housewares Deals and Lifetime Sterling websites.
F-26
The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of its
operations. While the three segments distribute similar products, the segments have been distinct due to the different methods the
Company uses to sell, market and distribute the products. Management evaluates the performance of the U.S. Wholesale, International
and Retail Direct segments based on net sales and income (loss) from operations. Such measures give recognition to specifically
identifiable operating costs such as cost of sales, distribution expenses and selling, general and administrative expenses. Certain
general and administrative expenses, such as senior executive salaries and benefits, stock compensation, director fees and accounting,
legal and consulting fees, are not allocated to the specific segments and are reflected as unallocated corporate expenses.
Year Ended December 31,
2017
2016
(in thousands)
2015
Net sales:
U.S. Wholesale ........................................................... $
International ...............................................................
Retail Direct ...............................................................
462,588
97,757
19,131
$
470,981
101,070
20,568
$
458,593
108,000
21,077
Total net sales ................................................... $
579,476
$
592,619
$
587,670
Income from operations:
U.S. Wholesale(1) ........................................................ $
International (2) ............................................................
Retail Direct ...............................................................
Unallocated corporate expenses .................................
39,764
(6,984)
(423)
(17,177)
Total income from operations ........................... $
15,180
Depreciation and amortization:
U.S. Wholesale(3) ........................................................ $
International ...............................................................
Retail Direct ...............................................................
9,851
4,185
153
Total depreciation and amortization ................. $
14,189
Capital expenditures:
U.S. Wholesale ........................................................... $
International ...............................................................
Retail Direct ...............................................................
Total capital expenditures ................................. $
3,899
2,135
277
6,311
$
$
$
$
$
$
39,745
3,052
770
(16,490)
27,077
10,095
3,917
136
14,148
2,767
424
189
3,380
$
$
$
$
$
$
41,343
(1,600)
(596)
(14,916)
24,231
8,784
5,272
147
14,203
4,087
1,004
75
5,166
(1)
(2)
In 2016 and 2015, income from operations for the U.S. Wholesale segment includes $2.4 million and $0.4 million, respectively,
of restructuring expenses related to the U.S. Wholesale restructuring plan as described in Note A. The 2016 period also includes
a $1.2 million charge to correct prior years’ depreciation of certain assets within the U.S. Wholesale segment.
2017 income from operations for the International segment includes $1.0 million of restructuring expenses related to the
integration of entities in Europe. 2015 income from operations for the International segment includes a $1.0 million net charge
related to the change in certain contingent consideration accruals.
(3) The 2016 period includes a $1.2 million charge to correct prior years’ depreciation of certain assets within the U.S. Wholesale
segment.
F-27
Year Ended December 31,
2017
2016
(in thousands)
Assets:
U.S. Wholesale ........................................................ $
International .............................................................
Retail Direct .............................................................
Unallocated/ corporate/ other...................................
281,398
105,984
613
13,526
$
287,313
95,698
501
16,342
Total assets ..................................................... $
401,521
$
399,854
Year Ended December 31,
2017
2016
(in thousands)
Goodwill:
U.S. Wholesale .........................................................
Beginning balance .................................................... $
Acquisition activity ...................................................
Ending balance .........................................................
International
Beginning balance ....................................................
Foreign currency translation adjustment ...................
Ending balance .........................................................
2,412
434
2,846
11,789
1,137
12,926
$
2,412
—
2,412
15,689
(3,900)
11,789
Total goodwill (1) ....................................................... $
15,772
$
14,201
(1) No goodwill is allocated to the Company’s Retail Direct reportable segment.
Geographical information
The following table sets forth net sales and long-lived assets by the major geographic locations:
Year ended December 31,
2017
2016
(in thousands)
2015
Net sales:
United States .............................................................. $
United Kingdom .........................................................
Rest of World .............................................................
460,788
74,834
43,854
$
472,962
74,991
44,666
$
462,234
81,347
44,089
Total .................................................................. $
579,476
$
592,619
$
587,670
December 31,
2017
2016
(in thousands)
Long-lived assets, excluding intangible assets, at
period-end:
United States ............................................................... $
United Kingdom .........................................................
Rest of World..............................................................
45,285
2,779
729
$
43,431
1,186
1,112
Total .................................................................. $
48,793
$
45,729
F-28
Product category information – net sales
The following table sets forth net sales by major product categories included within the Company’s U.S. Wholesale operating
segment:
Category:
Year Ended December 31,
2017
2016
2015
(in thousands)
Kitchenware ............................................................................ $
Tableware ................................................................................
Home Solutions .......................................................................
276,574 $
134,034
51,980
286,815 $
135,901
48,265
295,592
125,445
37,556
Total ............................................................................... $
462,588 $
470,981 $
458,593
The following table sets forth net sales by major product categories included within the Company’s International operating segment:
Category:
Kitchenware ................................................................ $
Tableware ....................................................................
59,686
38,071
$
59,742
41,328
$
61,291
46,709
Total ................................................................... $
97,757
$
101,070
$
108,000
Year Ended December 31,
2017
2016
2015
(in thousands)
NOTE L — COMMITMENTS AND CONTINGENCIES
Operating leases
The Company has lease agreements for its corporate headquarters, distribution centers, showrooms and sales offices that expire
through 2029. These leases generally provide for, among other things, annual base rent escalations and additional rent for real estate
taxes and other costs.
Future minimum payments under non-cancelable operating leases are as follows (in thousands):
Year Ending December 31,
2018 ................................................................................................................. $
2019 .................................................................................................................
2020 .................................................................................................................
2021 .................................................................................................................
2022 .................................................................................................................
Thereafter ........................................................................................................
16,800
14,866
14,038
13,055
13,481
76,538
Total ....................................................................................................... $
148,778
Rent and related expenses under operating leases were $16.8 million, $16.6 million and $17.4 million for the years ended
December 31, 2017, 2016 and 2015, respectively.
The Company leases one property from the trustees of an active retirement benefit plan in which former employees of the Company
participate. Total lease payments made to this related party in 2017 was $412,000. The lease agreement expires in 2020.
F-29
Royalties
The Company has license agreements that require the payment of royalties on sales of licensed products which expire through 2023.
Future minimum royalties payable under these agreements are as follows (in thousands):
Year ending December 31,
2018 .................................................................................................................... $
2019 ....................................................................................................................
2020 ....................................................................................................................
2021 ....................................................................................................................
2022 ....................................................................................................................
Thereafter ...........................................................................................................
6,047
292
218
222
226
156
Total .......................................................................................................... $
7,161
Legal proceedings
Wallace Silversmiths de Puerto Rico, Ltd. (“WSPR”), a wholly-owned subsidiary of the Company, operates a manufacturing facility
in San Germán, Puerto Rico that is leased from the Puerto Rico Industrial Development Company (“PRIDCO”). In March 2008, the
United States Environmental Protection Agency (the “EPA”) announced that the San Germán Ground Water Contamination site in
Puerto Rico (the “Site”) had been added to the Superfund National Priorities List due to contamination present in the local drinking
water supply.
In May 2008, WSPR received from the EPA a Notice of Potential Liability and Request for Information Pursuant to 42 U.S.C.
Sections 9607(a) and 9604(e) of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). In July
2011, WSPR received a letter from the EPA requesting access to the property that it leases from PRIDCO to conduct an environmental
investigation, and the Company granted such access. In February 2013, the EPA requested access to conduct a further environmental
investigation at the property. PRIDCO agreed to such access and the Company consented. EPA conducted a further investigation
during 2013 and, in April 2015, notified the Company and PRIDCO that the results from vapor intrusion sampling may warrant
implementation of measures to mitigate potential exposure to sub-slab soil gas. The Company reviewed the information provided by
the EPA and requested that PRIDCO, as the property owner, find and implement a solution acceptable to the EPA. While WSPR did
not cause the sub-surface condition that resulted in the potential for vapor intrusion, in order to protect the health of its employees and
continue its business operations, it has nevertheless implemented corrective action measures to prevent vapor intrusion such as sealing
floors of the building and conducting periodic air monitoring to address potential exposure. On August 13, 2015, the EPA released its
remedial investigation and feasibility study (“RI/FS”) for the Site. On December 11, 2015, the EPA issued the Record of Decision
(“ROD”) for OU-1, electing to implement its preferred remedy which consists of soil vapor extraction and dual-phase extraction/in-
situ treatment. This selected remedy includes soil vapor extraction (“SVE”) to address soil (vadose zone) source areas at the Site,
impermeable cover as necessary for the implementation of SVE, dual phase extraction in the shallow saprolite zone, and in-situ
treatment as needed to address residual sources. The EPA’s estimated capital cost for its selected remedy is $7.3 million. The EPA
also designated a second operable unit under which the EPA will conduct further investigations to determine the nature and extent of
groundwater contamination, as well as a determination by the EPA on the necessity of any further response actions to address
groundwater contamination. In February 2017, the EPA indicated that it plans to expand its field investigation for the RI/FS for the
second operable unit to further determine the nature and extent of the groundwater contamination at and from the Site and to
determine the nature of the remedial action needed to address the contamination. The EPA has requested access to the property
occupied by WSPR to install monitoring wells and to undertake groundwater sampling as part of this expanded investigation. WSPR
has consented to the EPA’s access request, provided that the EPA receives PRIDCO’s consent, as the property owner. WSPR never
used the primary contaminant of concern and did not take up its tenancy at the Site until after the EPA had discovered the
contamination in the local water supply. The EPA has also issued notices of potential liability to a number of other entities affiliated
with the Site, which used the contaminants of concern.
Accordingly, based on the above uncertainties and variables, it is not possible at this time for the Company to estimate its share of
liability, if any, related to this matter. However, in the event of one or more adverse determinations related to this matter, it is possible
that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.
The Company is, from time to time, involved in other legal proceedings. The Company believes that other current litigation is routine
in nature and incidental to the conduct of the Company’s business and that none of this litigation, individually or collectively, would
have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
F-30
NOTE M — RETIREMENT PLANS
401(k) plan
The Company maintains a defined contribution retirement plan for eligible employees under Section 401(k) of the Internal Revenue
Code. Participants can make voluntary contributions up to the Internal Revenue Service limit of $18,000 ($24,000 for employees 50
years or over) for 2017. The Company suspended its matching contribution in 2009 as an expense savings measure. The Company’s
United Kingdom-based subsidiaries also maintain defined contribution pension plans.
Retirement benefit obligations
The Company assumed retirement benefit obligations, which are paid to certain former executives of a business acquired in 2006.
These obligations under the agreements with these former executives are unfunded and amounted to $7.3 million at December 31,
2017 and $6.9 million at December 31, 2016.
The discount rate used to calculate the retirement benefit obligations was 3.33% at December 31, 2017 and 3.76% at December 31,
2016. The retirement benefit obligations are included in accrued expenses and deferred rent and other long-term liabilities.
The Company expects to recognize $119,000 of actuarial losses included in accumulated other comprehensive loss in net periodic
benefit cost in 2018.
Expected benefit payments for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter are as follows
(in thousands):
Year ending December 31,
2018 .................................................................................................................... $
2019 ....................................................................................................................
2020 ....................................................................................................................
2021 ....................................................................................................................
2022 ....................................................................................................................
2023 through 2027 ..............................................................................................
422
407
392
393
435
1,944
NOTE N — OTHER
Inventory
The components of inventory are as follows:
Finished goods .................................................................... $
Work in process...................................................................
Raw materials ......................................................................
129,611
1,548
1,277
$
132,564
1,521
1,127
Total .................................................................................... $
132,436
$
135,212
December 31,
2017
2016
(in thousands)
F-31
Property and equipment
Property and equipment consist of:
Machinery, furniture and equipment .................................. $
Leasehold improvements....................................................
Building and improvements ...............................................
Construction in progress.....................................................
Land ...................................................................................
Less: accumulated depreciation and amortization ..............
2017
91,282
32,591
787
3,122
100
127,882
(104,817)
December 31,
(in thousands)
$
2016
89,545
30,019
1,622
2,639
100
123,925
(102,794)
Total .......................................................................... $
23,065
$
21,131
Depreciation and amortization expense of property and equipment for the years ended December 31, 2017, 2016, and 2015 was
$6.6 million, $8.0 million and $7.2 million, respectively. In 2016, the Company identified and corrected an error in the accumulated
depreciation balance relating to certain leasehold improvements at one of its U.S. warehouses. Accordingly, distribution expense for
the year ended December 31, 2016 includes $1.2 million of additional depreciation expense to properly reflect the accumulated
depreciation balance of these assets as of December 31, 2016.
Included in machinery, furniture and equipment at each of December 31, 2017 and 2016 is $2.0 million and $2.2 million, respectively,
related to assets recorded under capital leases. Included in accumulated depreciation and amortization at December 31, 2017 and
December 31, 2016 is $1.9 million and $2.0 million, respectively, related to assets recorded under capital leases.
Accrued expenses
Accrued expenses consist of:
December 31,
2017
2016
(in thousands)
$
Customer allowances and rebates ........................................... $
Compensation and benefits .....................................................
Interest .....................................................................................
Vendor invoices ......................................................................
Royalties..................................................................................
Commissions ...........................................................................
Freight .....................................................................................
Professional fees......................................................................
VAT ........................................................................................
Contingent consideration related to acquisitions .....................
HSBC collection receipts (1) ....................................................
Foreign exchange contracts .....................................................
Other .......................................................................................
11,662
9,613
191
4,027
1,744
786
4,002
3,160
1,176
—
—
1,951
5,809
10,787
13,616
185
5,415
2,095
947
1,684
1,464
648
738
3,335
—
4,298
Total ............................................................................... $
44,121
$
45,212
(1) Collections received on behalf of HSBC in connection with the Receivable Purchase Agreement.
F-32
Deferred rent & other long-term liabilities
Deferred rent & other long-term liabilities consist of:
December 31,
2017
2016
Deferred rent liability ......................................................... $
Retirement benefit obligations ............................................
Capital lease obligations .....................................................
Derivative liability ..............................................................
13,399
6,829
21
—
12,213
6,629
128
3
(in thousands)
$
Total .......................................................................... $
20,249
$
18,973
Supplemental cash flow information
Year Ended December 31,
2016
2017
2015
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest ................................................................ $
Cash paid for taxes ....................................................................
3,791
12,936
$
4,171
6,384
$
4,909
8,963
Non-cash investing activities:
Translation adjustment .............................................................. $
7,823
$
(23,061)
$
(5,281)
Components of accumulated other comprehensive loss, net
Accumulated translation adjustment: ...................................
Balance at beginning of year ................................................ $
Translation adjustment during period ...................................
Amounts reclassified from accumulated other
comprehensive loss: (1)
Year Ended December 31,
2016
2017
2015
(in thousands)
(35,644)
7,823
$
(12,961)
(23,061)
$
(7,680)
(5,281)
Currency translation adjustment ..................................
—
378
—
Balance at end of year ........................................................... $
(27,821)
$
(35,644)
$
(12,961)
Accumulated deferred gains (losses) on cash flow hedges:
Balance at beginning of year ................................................ $
Derivative fair value adjustment, net of tax ..........................
Balance at end of year (2) ....................................................... $
Accumulated effect of retirement benefit obligations:
Balance at beginning of year ................................................ $
Net gain (loss) arising from retirement benefit obligations,
net of tax ..........................................................................
Amounts reclassified from accumulated other
comprehensive loss:
(3)
17
14
$
$
(20)
17
(3)
$
$
(18)
(2)
(20)
(1,352)
$
(1,204)
$
(2,224)
(228)
(202)
941
Amortization of loss, net of tax(3) ................................
62
54
79
Balance at end of year ........................................................... $
(1,518)
$
(1,352)
$
(1,204)
(1)
Amount is recorded in equity in earnings (losses) on the consolidated statements of operations.
(2) No amounts were reclassified out of accumulated other comprehensive loss. Amounts reclassified would be recorded in interest
(3)
expense on the consolidated statements of operations.
Amount is recorded in selling, general and administrative expenses on the consolidated statements of operations.
F-33
NOTE O — Taylor Acquisition
On December 22, 2017, the Company entered into an Agreement providing for the acquisition of Taylor Holdco LLC, (“Taylor”) by
the Company. At a special meeting of shareholders held on February 28, 2018, stockholders approved the issuance of shares pursuant
to the Agreement and the acquisition was completed on March 2, 2018.
The aggregate consideration for Taylor is approximately $297.3 million, $220.4 million of cash consideration and approximately
5.6 million newly issued shares of the Company’s common stock, with a value equal to $76.9 million, based on the market value of
the Company’s common stock as of March 2, 2018. The estimated cash portion of the consideration is subject to adjustments as
defined in the Agreement.
The acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with FASB
ASC Topic 805, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value
as of the date control is obtained.
In connection with the Company’s acquisition of Taylor, on March 2, 2018 (1) the Company entered into a new credit agreement with
JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the lenders and issuing banks party thereto, in the maximum
aggregate principal amount of $150.0 million, which facility will mature on March 2, 2023, and (2) the Company entered into a new
loan agreement, the “TLB Credit Agreement”, with the Company, as the borrower and a guarantor, the other guarantors, JPMorgan, as
administrative agent, Golub Capital LLC, as syndication agent, and the lenders party thereto, providing for a senior secured term loan
credit facility to the Company in the principal amount of $275.0 million, which will mature on February 28, 2025. The term loan
facility will be repaid, commencing June 30, 2018, in quarterly payments of principal equal to 0.25% of the original aggregate
principal amount of the term loan facility. The maximum borrowing under the ABL Credit Agreement may be increased to up to
$200.0 million, if certain conditions are met. One or more tranches of additional term loans (the “Incremental Facilities”) may be
added under the TLB Credit Agreement if certain conditions are met. The Incremental Facilities may not exceed the sum of (i)
$50.0 million plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company’s secured net leverage ratio, as defined in
and computed pursuant to the TLB Credit Agreement, is no greater than 3.75 to 1.00 subject to certain limitations and for the period
defined pursuant to the TLB Credit Agreement.
The Company utilized the proceeds of borrowings under the revolving credit facility and the proceeds of the term loan (i) to repay in
full all existing indebtedness for borrowed money under its former Credit Agreement and (ii) to finance the acquisition of Taylor, the
refinancing of certain indebtedness of Taylor and its subsidiaries, and the payment of fees and expenses in connection with the
foregoing.
F-34
Item 15(a)
COL. A
Description
LIFETIME BRANDS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
COL. B
Balance at
beginning of
period
COL. C
Additions
COL. D
COL. E
Due to
acquisitions
Charged to
costs and
expenses
Deductions
Balance at
end of
period
Year ended December 31, 2017
Deducted from asset accounts:
Allowance for doubtful accounts ............................. $
Reserve for sales returns and allowances ................
648 $
5,077
$
5,725 $
— $
—
— $
594
4,332(c)
4,926
Year ended December 31, 2016
Deducted from asset accounts:
Allowance for doubtful accounts ............................. $
Reserve for sales returns and allowances ................
697 $
4,603
— $
—
127
5,110(c)
$
5,300 $
— $
5,237
Year ended December 31, 2015
Deducted from asset accounts:
Allowance for doubtful accounts ............................. $
Reserve for sales returns and allowances ................
815 $
5,848
$
6,663 $
— $
—
— $
226
6,504(c)
6,730
$
$
$
$
$
$
(84)(a) $
(4,377)(b)
(4,461)
$
1,158
5,032
6,190
(176)(a) $
(4,636)(b)
(4,812)
$
648
5,077
5,725
(344)(a) $
(7,749)(b)
(8,093)
$
697
4,603
5,300
(a) Uncollectible accounts written off, net of recoveries.
(b) Allowances granted.
(c) Charged to net sales.
S-1
Subsidiaries of the Registrant
Name of subsidiary
Exhibit 21.1
State/Country of
Incorporation
Ownership
Indiana
Chef’n Acquisition, Inc. ..............................................................................................................
Creative Tops Limited ................................................................................................................United Kingdom
Creative Tops NL B.V. ...............................................................................................................Netherlands
Grand Venture Enterprises Limited ............................................................................................Hong Kong
Guangzhou Chef’n Trading Co. Ltd ...........................................................................................China
Kitchen Craft (Asia) Limited ................................................................................................ Hong Kong
La Cafetiere (UK) Limited ..........................................................................................................United Kingdom
Lifetime Brands (Jersey) Limited ...............................................................................................Jersey, Channel Islands
Lifetime Brands do Brasil Participacoes Ltda.............................................................................Brazil
Lifetime Brands Europe Limited ................................................................................................United Kingdom
Lifetime Brands Global Limited ................................................................................................Hong Kong
Lifetime Brands Global Trading (Shanghai) Company Limited .................................................China
Lifetime Brands Holdings Limited .............................................................................................United Kingdom
Lifetime Brands UK Limited ................................................................................................ United Kingdom
New Goal Development Limited ................................................................................................Hong Kong
Pfaltzgraff Factory Stores, Inc. ................................................................................................Delaware
PlanetBox LLC ...........................................................................................................................California
Springfield Precision Assets, LLC ..............................................................................................Michigan
Taylor Finance, LLC ...................................................................................................................Delaware
Taylor Precision Products, Inc. ................................................................................................Delaware
The Chef’n Corporation ..............................................................................................................Washington
Thomas Plant (Birmingham) Holdings Limited..........................................................................United Kingdom
TMC Acquisition Inc. .................................................................................................................Delaware
TPP Acquisition II LLC ..............................................................................................................Delaware
Trinity Sourcing (Shenzhen) Ltd. ...............................................................................................China
Trinity Sourcing Ltd. ..................................................................................................................Hong Kong
Wallace Silversmiths de Puerto Rico Ltd. ..................................................................................Cayman Islands
LTB de México, S.A. de C.V. ................................................................................................Mexico
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
99.99%
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-105382, 333-146017, 333-
162734, 333-186208, 333-208961, 333-221613) pertaining to the Amended and Restated 2000 Long-Term Incentive Plan of Lifetime
Brands, Inc. of our reports dated March 16, 2018, with respect to the consolidated financial statements and schedule of Lifetime
Brands, Inc., and the effectiveness of internal control over financial reporting of Lifetime Brands, Inc. included in this Annual Report
(Form 10-K) for the year ended December 31, 2017.
Exhibit 23.1
/s/ ERNST & YOUNG LLP
Jericho, New York
March 16, 2018
Consent of Independent Registered Public Accounting Firm
Exhibit 23.2
The Board of Directors and Stockholders
Grupo Vasconia, S.A.B.
We consent to the incorporation by reference in the registration statements No. 333-105382, 333-146017, 333-162734, 333-
186208,333-208961 and 333-221613 on Form S-8 of Lifetime Brands, Inc., of our report dated March 15, 2018, with respect to the
consolidated statements of financial position of Grupo Vasconia, S.A.B. and subsidiaries (the “Company”) as of December 31, 2017
and 2016, and the related consolidated statements of comprehensive income, cash flows and changes in stockholders’ equity for each
of the years in the three-year period ended December 31, 2017 and the related notes, not included herein, which report appears in the
December 31, 2017 annual report on Form 10-K of Lifetime Brands, Inc.
Our report dated March 15, 2018 contains an explanatory paragraph that states that International Financial Reporting Standards as
issued by the IASB vary in certain significant respects from generally accepted accounting principles in the United States of America.
Information relating to the nature and effect of such differences is presented in note 22 to the consolidated financial statements of the
Company.
KPMG Cardenas Dosal, S.C.
/s/ Erick G. Aguilar
Erick G. Aguilar
Mexico City, Mexico
March 16, 2018.
I, Robert B. Kay, certify that:
CERTIFICATION
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Lifetime Brands, Inc. (“the registrant”);
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this Annual Report;
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the registrant and have:
a.
b.
c.
d.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this Annual Report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s fourth fiscal quarter that has materially affected or is reasonably likely to materially
affect the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons
performing the equivalent functions):
a.
b.
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 16, 2018
/s/ Robert B. Kay
Robert B. Kay
Chief Executive Officer and Director
I, Laurence Winoker, certify that:
CERTIFICATION
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Lifetime Brands, Inc. (“the registrant”);
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this Annual Report;
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the registrant and have:
a.
b.
c.
d.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this Annual Report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s fourth fiscal quarter that has materially affected or is reasonably likely to materially
affect the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons
performing the equivalent functions):
a.
b.
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 16, 2018
/s/ Laurence Winoker
Laurence Winoker
Senior Vice President – Finance, Treasurer and Chief
Financial Officer
Certification by Robert B. Kay, Chief Executive Officer and Director, and Laurence Winoker, Senior Vice President – Finance,
Treasurer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
I, Robert B. Kay, Chief Executive Officer, and I, Laurence Winoker, Senior Vice President – Finance, Treasurer and Chief Financial
Officer, of Lifetime Brands, Inc., a Delaware corporation (the “Company”), each hereby certifies that:
(1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Form 10-K”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Exhibit 32.1
/s/ Robert B. Kay
Robert B. Kay
Chief Executive Officer and Director
/s/ Laurence Winoker
Laurence Winoker
Senior Vice President- Finance, Treasurer and Chief Financial
Officer
Date: March 16, 2018
Date: March 16, 2018
A signed original of this written statement required by Section 1350 has been provided to Lifetime Brands, Inc. and will be retained by
Lifetime Brands, Inc. and furnished to the SEC or its staff, upon request.
This written statement accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange
Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any
general incorporation language contained in such filing.
Report of Independent Registered Public Accounting Firm
Exhibit 99.1
To the Stockholders and Board of Directors
Grupo Vasconia S.A.B.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Grupo Vasconia S.A.B. and subsidiaries (the
“Company”) as of December 31, 2017 and 2016, the related consolidated statements of comprehensive income, cash flows, and
changes in stockholders’ equity for each of the years in the three-year period ended December 31, 2017, and the related notes
(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2017, in conformity with International Financial Reporting
Standards as issued by the International Accounting Standards Board (“IASB”).
Differences from U.S. Generally Accepted Accounting Principles
International Financial Reporting Standards as issued by the IASB vary in certain significant respects from U.S. generally accepted
accounting principles. Information relating to the nature and effect of such differences is presented in note 22 to the consolidated
financial statements.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2014.
KPMG Cardenas Dosal, S.C.
/s/ Erick G. Aguilar
Erick G. Aguilar
Mexico City, Mexico
March 15, 2018
MICHAEL P. SCHNABEL
Director
WILLIAM U. WESTERFIELD
Director
Corporate Information
CORPORATE HEADQUARTERS
1000 Stewart Avenue
Garden City, NY 11530
(516) 683-6000
CODE OF ETHICS
A copy of the Company’s Code of Ethics
will be furnished to any stockholder, without
charge, upon written request to the Senior Vice
President - Finance of the Company.
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
Jericho, NY 11753
TRANSFER AGENT & REGISTRAR
Computershare
P.O. Box 43006
Providence, RI 02940-3006
ANNUAL MEETING
The Annual Meeting of Stockholders will
be held at 10:30 a.m. Eastern Time
on Thursday, June 28, 2018,
at the Corporate Headquarters.
Officers and Directors
JEFFREY SIEGEL
Chairman of the Board of Directors
Executive Chairman
ROBERT KAY
Chief Executive Officer
RONALD SHIFTAN
Vice Chairman of the Board of Directors
Chief Operating Officer
DANIEL SIEGEL
President
LAURENCE WINOKER
Senior Vice President – Finance
Treasurer and Chief Financial Officer
SARA SHINDEL
General Counsel and Secretary
MICHAEL J. JEARY
Director
JOHN KOEGEL
Director
CHERRIE NANNINGA
Director
CRAIG PHILLIPS
Director
BRUCE G. POLLACK
Director
DENNIS E. REAVES
Director
MICHAEL J. REGAN
Director
SARA GENSTER ROBLING
Director
Lifetime Brands, Inc.
1000 Stewart Avenue, Garden City, New York 11530
www.lifetimebrands.com