L I F E T I M E
2 . 0
a
winning
strategy
A N N U A L
R E P O R T
2 0 2 0
financial highlights
NET SALES
(IN MILLIONS)
ADJUSTED EBITDA (2)
(IN MILLIONS)
$730.4
$734.9
$769.2
$77.3
$65.5
$64.1
)
1
(
8
1
0
2
9
1
0
2
0
2
0
2
)
1
(
8
1
0
2
9
1
0
2
0
2
0
2
YEAR ENDED DECEMBER 31,
YEAR ENDED DECEMBER 31,
(in thousands, except per share data)
(in thousands, except per share data)
2020
2019
NET SALES
$769,169
$734,902
ADJUSTED EBITDA(2)
NET LOSS
ADJUSTED NET INCOME(3)
DILUTED LOSS
PER COMMON SHARE
ADJUSTED DILUTED INCOME
PER COMMON SHARE(3)
77,326
(3,007)
20,203
$0.14
$0.95
64,064
(44,415)
9,179
$2.16
$0.44
2018 (1)
$730,353
65,525
(267)
*
$0.01
*
2018
$704,542
65,525
(1,720)
5,507
$0.09
$0.28
(1) THE COMPANY COMPLETED ITS ACQUISITION OF FILAMENT ON MARCH 2, 2018. NET SALES, ADJUSTED EBITDA, NET LOSS AND DILUTED LOSS PER
COMMON SHARE HAS BEEN PRESENTED ON A PRO FORMA BASIS AS IF THE ACQUISITION OF FILAMENT OCCURRED ON JANUARY 1, 2018
(2) ADJUSTED EBITDA IS A NON-GAAP FINANCIAL MEASURE THAT IS RECONCILED TO GAAP NET LOSS IN THIS ANNUAL REPORT
(3) ADJUSTED NET INCOME AND ADJUSTED DILUTED INCOME PER COMMON SHARE ARE NON-GAAP FINANCIAL MEASURES THAT ARE RECONCILED
TO GAAP NET LOSS IN THIS ANNUAL REPORT
*PRO FORMA FINANCIAL INFORMATION FOR ADJUSTED NET INCOME AND ADJUSTED DILUTED INCOME PER COMMON SHARE NOT REPORTED
02LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
2020
shareholder
letter
Dear Fellow Shareholders:
As part of this strategy, we have:
While 2020 challenged us all in many ways, the year provided a good
opportunity to demonstrate the capabilities of Lifetime Brands and
how our team is well equipped to quickly and efficiently pivot in
response to external events. It also provided an opportunity to
showcase the capabilities we have built and the strategy we have
implemented with our Lifetime 2.0 initiative. In the face of much
global economic uncertainty, the Lifetime Brands team diligently
executed and delivered significant growth while making meaningful
progress on our Lifetime 2.0 strategic plan, successfully
accomplishing the priorities laid out when we launched our new
strategy in 2018. Thanks to the strong foundation we have built and
the hard work of our team members, we were able to navigate the
ongoing pandemic while continuing to deliver value to our
stakeholders. This was highlighted by top line growth of 4.7%
while increasing our EBITDA¹ 20.7% compared to the prior year.
This year, our consumer durable products have demonstrated
resilient demand, which combined with market share gains allowed
Lifetime to achieve significant growth. Despite certain challenges
related to COVID-19 regulations and consumer behaviors, Lifetime
was still able to meet the increased demand for these products
from our customers and consumers. Notably, we leveraged our
marketing and product strengths, our distribution capabilities, and
our financial strength to provide benefits to our customers, which
resulted in market share gains across several categories. As we look
ahead to 2021 and beyond, I am confident our business will continue
to carry forward this momentum.
LIFETIME 2.0: A PROVEN STRATEGY
Like most companies, with the onset of the COVID-19 pandemic,
we needed to mobilize quickly to navigate the impacts of the
pandemic and the related government mandates, including the
closing of borders as well as retail stores. This included attacking
costs, ensuring enhanced liquidity, and reacting to a precipitous drop
in shipments. Within two months, we needed to shift our supply chain
to meet a strong demand for many of our products, as people were
doing more at home, particularly in the kitchen and dining room.
Despite operating in a challenging environment, our Lifetime 2.0
strategy gave us the necessary infrastructure, flexibility, and
liquidity to weather this period of uncertainty and become stronger
as we benefited from our superior capabilities and offerings.
• Shifted our business model from a sales-oriented transactional
model to one that is more strategically focused;
• Emphasized category-driven divisions as the primary drivers
of the business;
• Clearly defined goals and metrics for success to help inform
our decision making;
• Invested in growth and margin improvement opportunities;
• Optimized the utilization of our IT infrastructure and migrated
most key systems to the cloud;
• Deleveraged our balance sheet and became a leaner
organization; and
• Rebuilt our international business with a renewed strategy
and a new business model.
This foundation armed us with an enhanced competitive advantage
and important capabilities, including the use of our drop ship
capabilities, which meaningfully contributed to our e-commerce
market share gains in both pure e-commerce and omni-channel.
Further, our investment in building out our digital marketing and
sales tools allows us to effectively target our sales and product
offerings, which has proven successful in building our brands
and growing our revenues.
While stores remained closed and consumers turned to online
shopping in the first half of 2020, we managed to capture those
revenue streams through our participation across the spectrum
of shopping channels available to the consumer. Along these lines,
as we have refined our e-commerce strategy as part of Lifetime 2.0,
we have experienced an increase in pure-play e-commerce sales,
which now represent a significantly higher percentage of our sales
when compared to historical levels.
We also saw meaningful growth with omni-channel retailers thanks
to our drop shipment capabilities, which enabled us to meet
increased demand and gain market share in that channel as well.
Throughout the year, our core US business showed strength, and
we are pleased to have now delivered six consecutive quarters of
year-over-year growth. This increase was driven by our household
products, led by our kitchenware category, which experienced high
consumer demand, and gained market share across most of the
channels that we sell into. This was supplemented in the second
half of the year as many brick-and-mortar stores reopened across
the country.
1Earnings before interest, tax, depreciation, and amortization and other non-cash adjustments (Adjusted EBITDA)
is a non-GAAP financial measure. For a reconciliation of this non-GAAP financial measure to its most directly
comparable measure, net income, see page 48 of the 10-K.
2 Source: estimate provided by Tabletop Journal
this year, our consumer durable
products have demonstrated resilient
demand, which combined with market
share gains allowed Lifetime to
achieve significant growth
03
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
While our international business faced many COVID-19 related
challenges in the first half of 2020, the operational problems which
began in the third quarter of 2019 were addressed by the first quarter
of 2020, and stabilized by year end. Combined with a recovery in the
end markets, these efforts have enabled the turnaround plan we
implemented for the business to remain on track. As a result
of investments in our new single site European warehouse, we
meaningfully increased our drop ship capability in the region, which
allowed us to capture a larger share of the e-commerce channel.
We are also pleased with the progress we have started to make in
international markets through in-country managers and strategic
initiatives, such as in China, where we launched four of our brands
directly to consumers in the e-commerce channel.
As for our food service initiative, we remain confident that this
channel will provide long-term growth opportunities for the
Company. As a result of COVID-19 regulations, which have impacted
operations in restaurants, hotels, and other food service businesses,
we have had limited ability to gain traction in this market. Despite
these setbacks, we have an enormous opportunity to leverage our
recognized brands and strengths in design, manufacturing, and
distribution that we have developed on the consumer side to further
penetrate the commercial market, where we have a long-established
presence in smallware products for “back of house” or commercial
kitchens. This incremental opportunity for “front of house,” or dining
and serving in commercial food service, represents a $2 billion
addressable market where our established capabilities give us a
right to win². While the pandemic slowed our progress, we are
optimistic in the potential of Mikasa Hospitality for the “front of
house” food service market, and remain confident that this initiative
represents a growth opportunity of approximately $100 million
or more over the next five years.
Finally, the pandemic reinforced the importance of disciplined
financial management. While strong consumer demand created
challenges in keeping certain products available, we maintained
adequate inventory levels and accelerated our supply chain thanks
in part to our flexible balance sheet. This significant competitive
advantage played a complementary role in increasing our market
share and delivering strong results. Further, with our disciplined
approach on cost management, we have become a leaner
organization, contributing to enhanced profitability. While we have
made tremendous progress towards many of our objectives, we
remain committed to maintaining a solid liquidity position and
continuing to deleverage our balance sheet.
ENTERING THE NEXT PHASE OF
OUR TRANSFORMATION
Given our success achieving our initial Lifetime 2.0 objectives, we
are moving forward with the next phase of our strategic plan, which
will drive continued growth on top of the strong foundation that our
team has built. We plan to do so by remaining focused on our core
business, and capitalizing on opportunities to expand into adjacent
product categories that fit our core competencies in channel
management, product design, and innovation. Additionally, we will
continue to invest in future growth initiatives, including enhancing
our digital marketing strategy and e-commerce capabilities,
expanding our international business, and building out our
commercial foodservice business. We also plan to leverage our
strong financial foundation to maintain our prudent capital allocation
strategy. With significant cash flow and a strong balance sheet, we
are well positioned to continue our dividend and pursue a disciplined
M&A strategy that will drive incremental growth.
As I write this, we are closely monitoring the ongoing vaccination
campaigns, and both the potential for new or ongoing restrictions,
as well as the potential lifting of COVID-19 government restrictions,
while also preparing for a post-COVID-19 environment. While we are
not expecting to return to pre-COVID conditions in the near-term, we
remain confident that Lifetime will continue to deliver solid results
in 2021.
Thank you for your continued support of Lifetime Brands. We are
excited about our future prospects and opportunities to create
meaningful value for our shareholders. I look forward to keeping
you updated on our progress.
Robert B. Kay / Chief Executive Officer
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LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
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we hold #1 positions
in kitchen tools &
gadgets*, cutlery*,
barware accessories,
and bath scales*,
and the #2 position
across tabletop
categories**
*The NPD Group / Retail Tracking Service, US dollar sales, 12 months ending December 2020
**Management estimate based on industry data
Lifetime Brands is a designer, developer, and marketer
of globally recognized consumer products focused on the
home, and the worldwide industry leader in nonelectric
housewares. We hold #1 positions in Kitchen Tools &
Gadgets*, Cutlery*, Barware Accessories, and Bath
Scales*, and the #2 position across Tabletop categories**.
Our customer base includes every major retailer that
carries housewares products. Our diversified revenue
sources and stable end markets result in significant cash
flow generation and the ability to reach consumers in
every sector, and our solid infrastructure allows us
to efficiently manage our business.
05
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
06LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
transformative
initiatives
In 2020, our Lifetime 2.0 initiative demonstrated we had
business showed continued strength as we experienced very
a strong strategy in place to not only successfully manage
high demand in our kitchenware, cutlery, and measurement
the various challenges brought by the COVID-19 pandemic,
products. With the world cooking, eating, and entertaining
but also to continue delivering products to customers and
at home, Lifetime surpassed expectations in providing
consumers driving incremental growth on the top and
consumers with trusted brands and household essentials
bottom lines. Despite the volatile economic environment,
in challenging times. Consumers shopped differently and
strong financial results over the year proved the strength
we sold differently. We increased ecommerce visibility and
of Lifetime’s business and the Company’s ability and agility
our digital imprint, and we also focused on growing mass,
to successfully execute the Lifetime 2.0 strategic plan to
grocery, and warehouse club sales where there was the
deliver value to our stockholders and other stakeholders.
largest consumer demand. As demand increased, we were
Actions taken before and during the pandemic have allowed
able to capitalize with sufficient inventory ready to meet the
Lifetime to achieve solid results and favorably position our
large influx of orders.
company for continued growth and success. During 2020,
our supply chain has remained intact, our distribution
centers have remained operational, and our staff has been
able to work remotely, all of which have ensured continued
growth and success throughout these challenging times.
Online shopping grew tremendously in 2020, far surpassing
the results of prior years. Thanks to the investments we’ve
made as part of our Lifetime 2.0 strategy, we were able to
further expand our e-commerce capabilities, enhancing our
competitive advantage and capabilities to address increased
Despite the many external challenges we all faced, this was
demand and gain market share. Because we already had
a truly transformative year for Lifetime Brands. Our core US
measures in place, we were able to present top items in the
our core US business showed continued
strength as we experienced very high
demand in our kitchenware, cutlery,
and measurement products
07
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
digital space and our investments resulted in a strong volume
of 2019, we made the transition of switching to a completely
of sales. In 2019, Lifetime’s e-commerce business accounted
remote working arrangement in a seamless manner
for 14% of Lifetime’s sales, which expanded in 2020 to 20.7%.
both internally and externally. The meaningful growth we
Regarding infrastructure, actions taken by the Company both
before and since the pandemic began have enabled Lifetime
to achieve solid results by taking advantage of the investments
we have made. By leveraging these investments, we were
able to generate substantial increases in profitability in
conjunction with our revenue growth. While we delivered
strong, top-line growth, we’ve also remained focused on
disciplined cost control, which has contributed to making our
company a leaner organization. Streamlining operations and
staff gave us greater agility to adapt to external circumstances.
We optimized the utilization of our IT infrastructure, and since
we had migrated most key systems to the cloud before the end
experienced with omnichannel retailers was aided by our deep
investment in drop-ship capability, which gave us a competitive
advantage and enabled us to meet increased demand and gain
market share in that fast-growing channel. Our international
operations were substantially transformed this year as we
rebuilt our international business with a renewed strategy
and new business model, which stabilized and began to
demonstrate growth by 2020 Q3. Finally, the combination
of strong operating performance and disciplined balance
sheet management has allowed Lifetime to deleverage our
balance sheet to target levels that we had announced when
we consummated the Lifetime/Filament merger in 2018.
20.7%
e-commerce business
in 2020
08
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
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our core US
business continued
to show strength,
despite supply chain
disruptions early
in the year
In 2020, Lifetime continued the data-driven approach started
in 2019, to focus on defined metrics and strategies for
our core brands and products that continue to fit with our
corporate strategy and provide profitable growth. The
portfolio rationalization that we announced in 2019 allowed
us to be more efficient as well as generate additional cash
flow from assets that we determined were nonessential
to our ongoing strategy. This gave the Company a cost,
marketing, and sales competitive advantage that contributed
to the market share gains across most of our channels that
we were able to achieve this year.
During 2020, our core US business continued to show
strength, despite supply chain disruptions early in the year
and the mid-March closure of many of our brick-and-mortar
customers. With conservative management of our balance
sheet, Lifetime was able to keep the supply chain up and
running and maintain sufficient inventory levels, aided by our
decision to continue investing in our supply levels and using
our financial strength as a competitive advantage.
During 2020, Lifetime began to see the benefits of our
increased investment in drop-ship capabilities and also
benefited from a recovery in end markets starting in Q3.
Our continued focus on maintaining solid liquidity and a
flexible balance sheet has driven our ability to provide a
proven and dependable supply chain, which has enabled
Lifetime to grow revenues year over year in the US, generate
significant cash flow, and in turn, meaningfully lower our net
debt. We remain confident that we will continue to benefit
from our increased market share and navigate the current
environment, continue to advance our strategy, and drive
incremental growth and profitability.
09
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
10LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
international
transformation
While the core US business continued to demonstrate strong
international operations into our global sourcing, IT and
top and bottom line growth, Lifetime faced challenges in our
sourcing infrastructure, and realigning our product portfolio
international business in 2020. In addition to expected costs
to enable the right to win international marketplace. It also
related to operational issues in the UK, which began in 2019
included the establishment of a centralized, purpose-built
and extended into Q1 2020, the international business was
distribution center to replace eight independent distribution
hit harder by the impacts of COVID-19 in 2020 Q1 and Q2, with
operations. Among other benefits, this move allowed the
border closures and retail store closures in Europe resulting
Company to capitalize on warehouse investment and
in shipping delays and lost revenue. Despite pandemic
meaningfully increased drop-ship capability in Europe which
challenges, Lifetime was able to reposition the EU-based
in turn allowed the Company to capture incremental pure
business, which stabilized by year’s end, and began to show
play and omnichannel revenue opportunities.
year over year improvement in the second half of the year.
Our turnaround plan for our international business
During 2020 Q3, the Company achieved meaningful progress
successfully stabilized the operational issues that we
in our international business as we started to realize the
began facing in the third quarter of 2019. Additionally, in
beginning of a recovery in European end markets and,
2020, we began a direct sales approach where we approached
equally important, started to see the financial benefit
each new market with a tailored plan to best realize the
from the cost rationalization and operational restructuring
individual opportunity. We are starting to see results from
implemented over the previous six months. We re-evaluated
the strategy that we launched in 2020 of utilizing direct,
our international market approach and completed an
in-country managers and other strategic initiatives, including
operational improvement strategy, which combined, we
in China, where we launched four of our brands directly to
expect will turn our international business profitable. Our
consumers in the e-commerce channel. In Australia and New
operational improvement strategy, which included the
Zealand, we successfully expanded product offerings. In the
elimination of excess costs, significantly improved financial
UK, we were able to gain market share through expanded
performance. The strategy included refreshment of the
ecommerce, drop-ship, and direct-to-consumer opportunities.
leadership team, rightsizing the workforce, bringing the
our
strategy
11
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
1.
elimination of
excess costs
2.
refreshment of
leadership team and
rightsizing workforce
and sourcing
3.
realigning our product portfolio
to enable the right to
win international marketplace
12LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
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Lifetime will continue
to invest in brands
that resonate with
the end consumer
and which have
demonstrated
strong performance
While Lifetime continues to navigate the impact of the
ongoing pandemic, we remain confident in our ability to
deliver value to our stakeholders through our proven Lifetime
2.0 strategic plan. We are building on this success and are
actively increasing investments in growth initiatives, including
continued enhancement of our digital marketing and
e-commerce capabilities and expanding our international
business. Further, Lifetime will continue to invest in the
expansion of our food service business, where the underlying
market had been meaningfully harmed in 2020, but represents
a large growth opportunity for the Company with an attractive
margin profile.
Looking ahead, Lifetime will continue to invest in brands
that resonate with the end consumer and which have
demonstrated strong performance. Additionally, the
Company plans to continue to make accretive acquisitions,
and is also looking into investing in several new business
lines and opportunities designed to propel growth in 2022
and beyond. Further, our solid liquidity and our effective
management of both fixed and variable operating costs has
provided us with a lean and competitive infrastructure that
we can continue to scale. We are confident this will help
solidify the strong foundation we have built to position
Lifetime for future success.
13
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
14LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
As we head into 2021, we anticipate the possibility of returning to more
standard working operations and we are closely monitoring ongoing
vaccination campaigns and their impact on the work environment. While
we will continue to navigate through current restrictions, we are also
preparing for a potential lifting of various COVID-19 government restrictions.
At this point in time, we will look to build on the proven effective Lifetime 2.0
business model, and move towards the next phase of our strategic plan
to drive incremental growth opportunities and work towards delivering
solid results in the coming years.
15
LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
16LIFETIME BRANDS, INC.
2020 ANNUAL REPORT
Table of Contents
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, 2020
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)
LCUT
(Trading Symbol)
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 every Interactive Data File required to be submitted 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 such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
☐
☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
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 12,981,758 shares of the voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last day of
the registrant’s most recently completed second fiscal quarter, was approximately $87,237,414. 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 $0.01 per share, outstanding as of February 28, 2021, was 21,771,680.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the registrant’s definitive proxy statement for the 2021 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.
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
LIFETIME BRANDS, INC.
FORM 10-K
TABLE OF CONTENTS
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
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
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
Item 15.
Exhibits and Financial Statement Schedules
1
5
10
25
26
27
27
28
31
33
51
52
52
52
55
55
55
55
55
55
55
Table of Contents
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” within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements
include information concerning, among other things, 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,” “will,” “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 assessment of historical operating trends and the
application of that assessment with regards to future periods, are based upon the Company’s current expectations, projections, various assumptions,
intentions and/or beliefs related to future events or occurrences. 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. The timing of
certain events and circumstances and known and unknown risks and uncertainties could cause our actual results or performance to be materially different
from those expressed or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking
statements in deciding whether to invest in our securities.
These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K. 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.
RISK FACTORS SUMMARY
We are subject to a variety of risks and uncertainties. The following is a summary of the principal risks that we deem material to an investment in our
common stock, all of which are more fully described in, and should be read in conjunction with, Item 1A. “Risk Factors” in this Annual Report on Form
10-K.
Economic and political risks
•
•
•
•
•
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 must successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of the
COVID-19 pandemic. Any failure to do so could have a material adverse impact on the Company’s business, financial condition, results of
operations, cash flows, and competitive position.
The Company’s U.K. operations and sales may be materially adversely affected by the exit of the U.K. from the European Union.
The Company’s business may be materially adversely affected by the imposition of tariffs and other trade policies implemented by the U.S. and
other governments.
The Company's ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by
macroeconomic and company-specific events, as well as the financial condition of insurers.
Liquidity and financial risks
•
•
•
•
The Company has substantial indebtedness and the highly seasonal nature of the Company’s business impacts its borrowing needs.
The Company’s failure to meet certain covenants or comply with other requirements of its Debt Agreements (as defined below) may materially
and adversely affect the Company’s assets, financial position and cash flows.
The Company’s borrowings are subject to interest rate fluctuations and an increase in interest rates could adversely affect the Company’s financial
results.
Changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate could increase the Company's
borrowing costs.
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•
•
•
•
•
•
•
•
The Company’s inability 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.
Foreign exchange variability and currency controls could materially adversely affect the Company’s operating results and financial condition.
The Company’s business requires it to maintain large fixed costs that can affect its profitability.
Cost reduction efforts may not be successful and restructuring benefits may not be realized.
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.
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 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.
There are inherent limitations on the effectiveness of the Company’s controls.
Customer risks
•
•
•
The Company faces intense competition from other companies worldwide and if the Company is unable to compete successfully, the Company’s
business, results of operations and financial condition could be materially and adversely affected.
Changes in the Company’s customer purchasing practices could materially adversely affect the Company’s operating results.
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.
The rapidly changing retail environment could result in the loss of, or a material reduction in, sales to the Company’s brick-and-mortar customers,
which could materially adversely affect the Company’s business, results of operations, financial condition and cash flows.
•
If the Company is unable to effectively manage its existing Internet business, the Company's reputation and operating results may be harmed.
• 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.
Supply chain risks
•
International suppliers subject the Company to regional regulatory, man-made or natural disasters, health epidemics, political, economic and
foreign currency exchange risk that could materially and adversely affect the Company’s operating results.
The Company’s international trade subjects it to transportation risks.
The Company depends on third-party manufacturers to produce the majority of its products, which presents quality control risks to the Company.
The Company’s product costs are subject to price fluctuation.
•
•
•
• A widespread outbreak of an illness or other health issue could negatively affect various aspects of the business, including the Company's supply
chain, and make it more difficult and expensive to meet the Company's obligations to its customers, and could result in reduced demand from its
customers.
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.
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.
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.
The Company’s brands are subject to reputational risks and damage to the Company’s brands or reputation 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 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.
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•
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.
• New and future laws and regulations governing the Internet and e-commerce could have a material adverse effect on the Company’s business,
results of operations and financial condition.
• A failure in or compromise of the Company’s operating systems or infrastructure or those of third parties could disrupt the Company’s business
•
•
•
•
and cause losses.
The Company is subject to cyber security and ransomware risks and may incur increasing costs in efforts to minimize those risks and to comply
with regulatory standards.
The Company sells consumer products which involve an inherent risk of product liability claims.
The Company may incur material costs due to environmental liabilities which could have a material adverse effect on the Company’s business,
financial condition and results of operations.
The Company’ executives and other key employees are critical to the Company’s success. The loss of and/or failure to attract and maintain its
highly skilled employees could adversely affect the Company’s business.
• As a result of the Company’s acquisition of Filament, Taylor Parent has significant influence over the Company and its interests may conflict with
the Company’s or its stockholders in the future.
WHERE YOU CAN FIND OTHER INFORMATION
The Company is required to file its Annual Reports on Forms 10-K, Quarterly Reports on Forms 10-Q, Current Reports on Form 8-K, 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 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.
The Company intends to use its website as a means of disclosing material non-public information and for complying with its disclosure obligations under
Regulation FD. Such disclosures will be included on the Company’s website in the ‘Investor Relations’ section. Accordingly, investors should monitor such
portion of the Company's website, in addition to following the Company's press releases, SEC filings and public conference calls and webcasts.
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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 consumers purchasing 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 (who may resell the Company’s products through their websites) and, to a lesser extent, to
distributors. The Company also sells a limited selection of its products directly to consumers through its own websites.
The Company’s product categories include two categories of products used to prepare, serve and consume foods, Kitchenware (kitchen tools and gadgets,
cutlery, kitchen scales, thermometers, 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, bath scales, weather
and outdoor household products, food storage, neoprene travel products and home décor).
The Company continually evaluates opportunities to expand the reach of its brands and to invest in other companies, both foreign and domestic, that own
or license complementary brands. In March 2018, pursuant to a merger agreement, the Company completed the acquisition of Taylor Holdco LLC and its
subsidiaries (dba Filament Brands, and which the Company refers to as “Filament”). Filament primarily designs, markets and distributes consumer and
food service precision measurement products (including kitchen scales, thermometers and timers), bath scales, wine accessories, kitchen tools, and
hydration products, and select outdoor products to major retailers in the United States, Canada and select distributors throughout Europe and Asia. Filament
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. Pursuant to the acquisition of Filament, the Company issued approximately 27% of its then-outstanding shares to Taylor
Parent, LLC (“Taylor Parent”), and entered into a stockholders agreement (the “Stockholders Agreement”) with Taylor Parent, pursuant to which Taylor
Parent has the right to: (i) designate up to two persons for nomination for election or appointment to the Company’s Board of Directors, for so long as
Taylor Parent beneficially owns at least 20% of the outstanding common stock of the Company on a fully diluted basis and (ii) designate one person for
nomination for election or appointment to the Company’s Board of Directors, for so long as Taylor Parent beneficially owns more than 10% of the
outstanding common stock of the Company on a fully diluted basis. The other rights granted to Taylor Parent under the Stockholders Agreement are
discussed in greater detail under Item 1A, “Risk Factors”, below.
The Company has a presence in international markets through subsidiaries and affiliate companies that are based outside of the United States. Lifetime
Brands Europe Limited is a wholly-owned subsidiary trading as Kitchen Craft. Kitchen Craft is a leading supplier of kitchenware and tableware products
and accessories in the United Kingdom (“U.K.”) and in over 80 other countries. In 2020, the Company completed its consolidation efforts of Lifetime
Brands Europe Limited to create operational efficiencies. As a result, Lifetime Brands Europe Limited’s brand development and design teams,
administrative teams, and distribution combined and operated out of one state of the art facility in Aston, England.
The Company also has a subsidiary in the People’s Republic of China (“China”) to supply kitchenware and tableware products to the Chinese 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 is a Delaware corporation, incorporated on December 22, 1983.
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(1)
Licensed/Owned
The Company’s top brands and their respective product categories as of December 31, 2020 are:
Brand
Farberware®
Mikasa®
Taylor®
KitchenAid®
KitchenCraft®
Pfaltzgraff®
BUILT NY®
Rabbit®
Kamenstein®
MasterClass®
Product Category
Kitchenware
Tableware and Home Solutions
Kitchenware and Home Solutions
Kitchenware
Kitchenware
Kitchenware, Tableware and Home Solutions
Home Solutions
Kitchenware
Kitchenware
Kitchenware
Licensed
Owned
Owned
Licensed
Owned
Owned
Owned
Owned
Owned
Owned
(1)
The Company has a royalty free license to utilize the Farberware® brand, primarily for its kitchenware 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 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 distribution facility in Winchendon, Massachusetts.
BUSINESS SEGMENTS
The Company has two reportable operating segments, U.S. and International. The U.S. segment includes the domestic operations of the Company’s
business that design, market and distribute its products to retailers, distributors and directly to consumers through retail websites. The International segment
consists of certain business operations conducted outside the U.S.
Additional information regarding the Company’s reportable segments is included in NOTE 13 — BUSINESS SEGMENTS of the Notes to the consolidated
financial statements included in Item 15.
CUSTOMERS
The Company’s wholesale customers include mass market merchants, specialty stores, commercial stores, department stores, warehouse clubs, grocery
stores, off-price retailers, food service distributors, pharmacies, food and beverage outlets and e-commerce.
The Company’s products are sold globally to a diverse customer base including mass market merchants (such as Walmart and Target), specialty stores
(such as Bed Bath & Beyond and Dunelm), commercial stores (such as Williams Sonoma and Kohl’s), department stores (such as Macy’s, Belk and John
Lewis), warehouse clubs (such as Costco, Sam’s Club and BJs), grocery stores (such as Publix, Kroger, HEB, Meijer, Winn-Dixie, Tesco, Waitrose and
Sainsbury’s), off-price retailers (such as TJX Companies, Ross Stores and Big Lots), food service distributors (such as US Foods, Clark Food Service and
Jetro), food and beverage outlets (such as Starbucks) and e-commerce (such as Amazon). The Company also does business with independent retailers,
including through business-to-business websites aimed at independent retailers.
The Company also operates its own consumer websites that provide information about the Company’s products and offer consumers the opportunity to
purchase a limited selection of the Company’s products directly.
During the years ended December 31, 2020, 2019 and 2018, Wal-Mart Stores, Inc., including Sam’s Club and, in the U.K., Asda Superstore, (“Walmart”),
accounted for 20%, 16% and 14% of consolidated net sales, respectively. During the years ended December 31, 2020 and 2019, sales to Costco Wholesale
Corporation (“Costco”) accounted for 11% of consolidated net sales. During the year ended December 31, 2020, Amazon.com Inc., (“Amazon”), accounted
for 10% of consolidated net sales. Sales to Walmart, Costco and Amazon are included in the Company's U.S. and International segments. No other
customers accounted for 10% or more of the Company’s sales during these periods.
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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 websites. The Company operates distribution facilities at the following locations:
Location
Rialto, California
Robbinsville, New Jersey
Aston, England
Winchendon, Massachusetts
Las Cruces, New Mexico
Medford, Massachusetts
Size
(square feet)
703,000
700,000
228,000
175,000
24,000
5,600
Additionally, the Company uses third-party operated distribution facilities to supplement its distribution capacity.
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 office 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; Aston, 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 them.
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 100 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, almost all of which are located outside the United States (other than the suppliers for the
Company’s sterling silver products). Most of the Company’s suppliers are located in China. The Company also sources products from suppliers across
various countries including, Hong Kong, Taiwan, Japan, South Korea, Vietnam, Malaysia, Thailand, India, the United States, Canada, Mexico, the U.K.,
Italy, France, Portugal, Poland, Sweden, Turkey, Netherlands, Denmark, Belgium, Germany, Czech Republic, Slovakia, Cambodia, Indonesia and
Australia. The Company orders products significantly 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 contracts with third parties to manufacture the vast majority of its products.
The Company manufactures its sterling silver products at a leased manufacturing facility in San Germán, Puerto Rico and fills jars and other containers
with spices and assembles spice racks at an owned facility in Winchendon, Massachusetts.
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
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in selling such products are innovative products, brand, quality, aesthetic appeal to consumers, packaging, breadth of product line, distribution capability
and selling price.
PATENTS AND LICENSES
The Company owns approximately 800 design and utility patents. The Company does not believe that the expiration of any of its patents would have a
material adverse effect on either of the Company’s segments.
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 Company also holds a license to use the KitchenAid brand subject to a license agreement that will expire in
December 2022. 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.
HUMAN CAPITAL
The Company aspires to hire and retain the best and brightest employees. At December 31, 2020, the Company had approximately 1,350 full-time
employees, of whom 150 were located in Asia, 280 were located in Europe and 920 were located in the United States and Puerto Rico. 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 in the importance of the retention, growth and development of our employees. We believe we offer competitive compensation and
benefits packages to our employees. Further, we offer professional development opportunities to cultivate talent throughout the Company. We are focused
on employee health and safety initiatives and have implemented protocols during the COVID-19 pandemic to enhance workplace safety. The Company
also values diversity and inclusion and is striving to create a more diverse workforce and inclusive community.
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 U.K. 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 and other certain scale products are regulated by the U.S. Food and Drug Administration.
The Company’s operations are also 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 around the world, including but not limited to, foreign
government regulations, taxes including value-added taxes, import and export duties/tariffs and quotas, anti-dumping regulations, incidents and fears
involving security, man-made or natural disasters, health epidemics, 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 2020, net
sales in the third and fourth quarters accounted for 62% of total annual net sales. In 2020, the Company's inventory levels did not significantly decrease
during the fourth quarter. The higher inventory levels at December 31, 2020, were a result of increased inventory purchases to meet higher expected
demand in 2021 due in part to the effects on demand from the COVID-19 pandemic.
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RESTRUCTURING
During the years ended December 31, 2019 and 2018, the Company's U.S. segment incurred $0.7 million and $2.1 million, respectively, of restructuring
expense related to the integration of Filament.
During the year ended December 31, 2020, the Company's International segment incurred $0.2 million of restructuring expenses related to severance
associated with the strategic reorganization of the International segment’s product development and sales workforce. The strategic reorganization was the
result of the Company's efforts for product development efficiencies and an international sales approach tailored to countries. During the years ended
December 31, 2019, and 2018, the Company's international segment incurred $0.7 million and $0.2 million, respectively, of restructuring expense primarily
related to the integration of its legal entities operating in Europe.
The Company does not expect to incur any additional restructuring charges for these efforts.
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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 materially 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 man-made or natural disasters, or changes in law or accounting
standards. The risks and uncertainties described below are those that the Company considers material as of the date hereof. We have grouped the risk
factors into categories for ease of reading, and without any reflection on the importance of, or likelihood of, any particular category.
Economic and political risks
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 others:
•
•
•
•
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;
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, anti-dumping regulations and
related tariffs, import and export controls and social compliance standards;
the impact of natural disasters, conflicts and terrorist activities;
public health epidemics, such as the COVID-19 pandemic;
unfavorable economic conditions in the United States, the U.K., continental Europe, Asia and elsewhere;
unstable economic and political conditions, lack of legal regulation enforcement, civil unrest and political activism, particularly in Asia; and
restructuring and integration of the Company's European operations;
The occurrence of negative events related to any of the foregoing may adversely impact the Company’s results of operations and financial condition.
The Company must successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of the COVID-
19 pandemic. Any failure to do so could have a material adverse impact on the Company’s business, financial condition, results of operations, cash
flows, and competitive position.
The COVID-19 pandemic has negatively impacted the global economy and disrupted global supply chains. Continuing concerns over economic and
business prospects in the U.S. and other countries have contributed to increased volatility and diminished expectations for the global economy. These
factors, coupled with the prospect of decreased business and consumer confidence and increased unemployment resulting from the outbreak of COVID-19,
may precipitate a prolonged economic slowdown and recession.
The Company’s business may be unfavorably impacted by the fear of exposure to or actual effects of the COVID-19 pandemic, such as reduced travel or
recommendations or mandates from governmental authorities to cease particular business activities.
These risks include, but are not limited to:
•
Reductions in demand or volatility in demand for one or more of the Company’s products, which may be caused by, among other things: the
temporary inability of consumers to purchase the Company’s products due to illness and, brick and mortar retailers closing their store operations,
which has occurred as a result of reduced demand from such customers, quarantine or other travel restrictions, or financial hardship for customers
and consumers;
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•
•
•
•
•
Inability to meet the Company’s customers’ needs and achieve cost targets due to disruptions in the Company's supply chain arrangements as well
as distribution centers caused by the loss or disruption of transportation, trucking availability, workforce, or other distribution capability;
Failure of third parties on which the Company relies, including the Company’s suppliers, third-party manufacturers, distributors, and external
business partners, to meet their obligations to the Company, including due to a lack of manufacturing capacity, or significant disruptions in their
ability to do so, which may be caused by their own financial or operational difficulties;
Customers' inability to make payments due to the Company pursuant to existing payment terms as a result of store closures resulting from the
COVID-19 pandemic;
Significant changes in the political and labor conditions in markets in which the Company sells, or distributes products, including quarantines,
governmental or regulatory actions, closures or other restrictions that limit or close the Company’s distribution facilities, restrict the Company’s
employees’ ability or willingness to travel or perform necessary business functions, or otherwise prevent the Company's facilities or its third-party
partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and
support of the Company's products;
Increased cybersecurity threats that could result from many of the Company’s key employees working remotely; new and preexisting
cybersecurity threats that arise from reliance on home networks, virtual workspaces, videoconferencing, and other forms of remote work practices
to support this temporary working environment, which may expose additional cybersecurity threats and vulnerabilities to the Company's network,
and increase the exposure of the Company to electrical or internet outages; or
• Negative impact on the Company’s workforce that could result if executive officers or other key employees or a large number of its workers fall
ill. The temporary or permanent loss of any of the Company’s executive officers or other key employees could harm the Company’s business and
negatively affect the Company’s ability to timely achieve its strategic initiatives. Moreover, the Company may not be successful in finding or
integrating suitable successors in the event of the loss of executive officers or other key employees or if such persons become unavailable for a
prolonged period of time.
There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the
ultimate impact of the pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of the impact of COVID-19 on
the global economy. Although disruptions from the COVID-19 pandemic may continue to occur, the long-term economic impact and near-term financial
impact on the Company, including but not limited to, any possible impairment, restructuring, and other charges, cannot be reliably quantified or estimated
at this time due to the uncertainty of future developments. Despite efforts to manage and remedy the impact of COVID-19, the ultimate impact of COVID-
19 could materially and adversely affect the Company’s business, financial condition, results of operations, cash flows, and competitive position, and
depends on factors beyond the Company’s knowledge or control, including the duration and severity of the COVID-19 pandemic as well as third-party
actions taken in response thereto.
The Company’s U.K. operations and sales may be materially adversely affected by the exit of the U.K. from the European Union.
On January 31, 2020, the U.K. left the European Union ("Brexit"). In December 2020, the U.K and European Union announced the agreement of a new
Trade and Cooperation Agreement that will govern the ongoing relationship between the U.K. and the European Union. The U.K.’s exit from the European
Union is unprecedented and it remains unclear what long-term impact this will 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 $78.0 million for the year ended December 31, 2020 and represent approximately 10% of the Company’s consolidated net sales
for the period.
Significant uncertainty remains regarding the impact of the U.K.’s exit from the European Union. The uncertainty surrounding the consequences of the
U.K.’s exit could adversely impact the U.K. economy, customers and investor confidence. Such uncertainty may contribute to additional market volatility,
including volatility in the value of the U.K. pound and European euro, and may adversely affect the Company’s businesses, results of operations, and
financial condition.
The Company’s business may be materially adversely affected by the imposition of tariffs and other trade policies implemented by the U.S. and other
governments.
During the last few years, the U.S. government has announced and, in some cases, implemented additional tariffs on certain foreign goods, including
finished products and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted or may result in increased prices for these
imported goods and materials and may limit the amount of these goods and materials that may be imported into the U.S.
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A majority of the Company’s products are sourced from vendors in China. In 2018 and 2019, tariffs were imposed by the United States Trade
Representative on certain finished products imported by the Company into the U.S. from China. In response to the tariffs, the Company may seek to
increase prices to its customers, which may diminish demand for its products. Additionally, if the Company is unable to increase prices, this may result in
the lowering of the gross margin that the Company realizes from the sale of its products. The results of either eventuality could adversely affect the
Company’s results of operations and financial condition. Moreover, the imposition of further policies restrictive on trade by the U.S. government, or the
imposition of retaliatory policies or tariffs by other governments, may adversely affect the Company’s results of operations and financial condition.
The Company's ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by macroeconomic
and company-specific events, as well as the financial condition of insurers.
The Company is generally not fully insured against all significant losses. For example, the Company is not fully insured against hurricane and earthquake
related losses. A loss for which the Company is not fully insured could have a material adverse effect on the business, financial condition, results of
operations and prospects.
Insurance coverage may not continue to be available or may not be available at rates or on terms similar to those presently available to the Company. The
Company's ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national,
state or local events and company-specific events, as well as the financial condition of insurers. If insurance coverage is not available or obtainable on
acceptable terms, the Company may be required to pay costs associated with adverse future events.
Liquidity and financial risks
The Company has substantial indebtedness and the highly seasonal nature of the Company’s business impacts its borrowing needs.
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, 2020, the Company had $289.9 million of consolidated debt, consisting of $27.3 million under its senior secured asset-based revolving credit
facility (the “ABL Agreement”) and $262.6 million outstanding under a senior secured term loan credit facility (the “Term Loan” and, collectively with the
ABL Agreement, the “Debt Agreements”).
The ABL Agreement provides for, among other things, a maximum aggregate principal amount of $150.0 million and will mature on March 2, 2023. The
Term Loan will be repaid in quarterly payments of principal equal to 0.25% of the original aggregate principal amount of the Term Loan, which payments
commenced June 30, 2018. The Term Loan requires the Company to make an annual mandatory prepayment of principal based upon excess cash flow (the
“Excess Cash Flow”), if any. Per the Debt Agreements, when the Company makes an Excess Cash Flow payment, the payment is first applied to satisfy the
future quarterly required payments in order of maturity. This amount is recorded in the current maturity of the Term Loan on the consolidated balance
sheets. At December 31, 2020, borrowings under the Debt Agreements represented approximately 36% of total capital (indebtedness plus stockholders’
equity).
In 2018, the Company utilized the proceeds of borrowings under the Debt Agreements (i) to repay in full all existing indebtedness for borrowed money
under its former credit agreement and (ii) to finance, in part, the acquisition of Filament, the refinancing of certain indebtedness of Filament 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 realized during the latter portion of the year. Therefore, the Company’s borrowing needs fluctuate widely based upon its seasonal
working capital requirements.
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:
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impairing the Company’s ability to meet the financial covenants, if and when applicable, contained in the ABL 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 for 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;
limiting the Company's ability to enter into derivative agreements to hedge interest rate and foreign exchange risk;
• 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;
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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;
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risking credit rating downgrades 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 Debt Agreements may materially and adversely affect the
Company’s assets, financial position and cash flows.
The ABL 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 may be 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 may not be able to 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 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.
Changes in the method for determining LIBOR and the potential replacement of the LIBOR benchmark interest rate could increase the Company's
borrowing costs.
Some of the Company’s borrowings bear interest at a variable rate based on LIBOR. In July 2017, the United Kingdom’s Financial Conduct Authority
(“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, stated that it will plan for a phase out of regulatory oversight
of LIBOR interest rates indices. The FCA has indicated they will support the LIBOR indices through 2021, to allow for an orderly transition to an
alternative reference rate. The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate (“SOFR”) as its recommended
alternative to LIBOR, and the Federal Reserve Bank of New York began publishing SOFR rates in April 2018. SOFR is intended to be a broad measure of
the cost of borrowing cash overnight collateralized by U.S. Treasury securities. Further, other central banks have convened working groups to determine
alternative reference rates for other currencies. For example, the working group for the Sterling Risk-Free Reference Rates, have recommended the Sterling
Overnight Index Average ("SONIA") as the alternative to Sterling LIBOR.
The Company is evaluating the potential impact of the eventual replacement of the LIBOR benchmark interest rate, including the possibility of SOFR as
the dominant replacement. Introduction of an alternative rate also may introduce additional basis risk for market participants as an alternative index is
utilized along with LIBOR. There can be no guarantee that SOFR will become widely used and that alternatives may or may not be developed with
additional complications. The Company is not able to predict whether LIBOR will cease to be available after 2021, whether SOFR will become a widely
accepted benchmark in place of LIBOR, or what the impact of such a possible transition to SOFR may be on the Company's financial condition and results
of operations.
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The Company’s inability 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. The Company seeks acquisition opportunities that
complement and expand its operations, some of which are based outside the United States. The Company may not 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 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:
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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 Company’s 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.
Foreign exchange variability and currency controls could materially adversely affect the Company’s operating results and financial condition.
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, especially
its foreign subsidiaries and affiliates, transacts business in currencies other than the U.S. dollar, primarily U.K. pounds, and to a lesser degree, Chinese
renminbi, Euros, Hong Kong dollars, Mexican peso and Canadian dollars. Such transactions affect the Company’s operating results and financial condition.
Foreign operations expose the Company to foreign currency fluctuations, for both transactions and financial reporting translation 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 Company’s international operations will be
reduced because the local currencies will translate into fewer U.S. dollars. As described below, during times of a weakening U.S. dollar, the Company’s
costs related to the supplies and inventory it sources internationally will increase.
The vast majority of the Company’s inventory is purchased from Chinese suppliers in U.S. dollars, including inventory 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 international operations. The Company has entered into
foreign exchange derivative contracts 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 strengthening renminbi will have on the
Company’s cost of sales, and the Company may not be able to pass on these price increases to its customers. The Company is also subject to the risks 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, to pay dividends or make other payments from funds held by subsidiaries in countries imposing such controls, which could adversely affect the
Company’s liquidity.
If the Company expands 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.
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The Company’s business requires it to maintain large fixed costs that can affect its profitability.
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, as they
neither increase nor decrease proportionally with sales. Furthermore, the Company’s gross margins depend, in part, on its ability to spread sourcing 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 certain sourcing 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.
Cost reduction efforts may not be successful and restructuring benefits may not be realized.
In order to operate more efficiently and control costs, the Company may announce restructuring plans from time to time, 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 restructuring plans and achieve the anticipated benefits from a
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, 2020, goodwill, net of impairment totaled $30.3 million. The Company does not amortize
goodwill but rather reviews it for impairment on an annual basis or more frequently when 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
and/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 the 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.
The further recognition of an impairment of the Company’s goodwill or any of the Company’s assets would negatively affect the Company’s results of
operations and total capitalization, the effect of which could be material.
U.S. Reporting Unit
During the first quarter of 2020, as a result of the economic downturn caused by the COVID-19 pandemic, the Company performed an interim assessment
of the goodwill for the U.S. reporting unit as of March 31, 2020, by comparing the fair value of the reporting unit with its carrying value. The Company
performed the analysis using a discounted cash flow and market multiple method. Based upon the analysis performed, the Company recognized a non-cash
goodwill impairment charge of $19.1 million during the first quarter of 2020. The goodwill impairment charge resulted from, among other factors, the
uncertain market conditions arising from the COVID-19 pandemic, which impacted the Company's market capitalization, as well as a reduction of
forecasted future cash flows associated with the effects of the COVID-19 pandemic. The fair value of the U.S. reporting unit was approximately 3.9%
below its carrying value as of March 31, 2020.
The Company performed its annual impairment assessment of its U.S. reporting unit as of October 1, 2020 by comparing the fair value of the reporting unit
with its carrying value. The Company performed the analysis using a discounted cash flow and market multiple method. As of October 1, 2020, the fair
value of the U.S. reporting unit exceeded the carrying value of goodwill.
In 2019, the Company recognized a non-cash goodwill impairment charge of $33.2 million, during the three months ended December 31, 2019. The
Company performed the analysis using a discounted cash flow and market multiple method. The goodwill impairment charge resulted from, among other
factors, a sustained decline in the Company's market capitalization observed in the fourth quarter of 2019. The fair value of the U.S, reporting unit was
approximately 6.1% below its carrying value at October 1, 2019.
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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 materially 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 requires 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 are revised, as necessary, due to changes in conditions or deterioration in the degree of compliance with policies or procedures. If
in the future 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 and if the Company is unable to compete successfully, the Company’s
business, results of operations and financial condition could be materially and adversely affected.
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.
Changes in the Company’s customer purchasing practices could materially adversely affect the Company’s operating results.
The Company’s wholesale customers include mass market merchants, specialty stores, commercial stores, department stores, warehouse clubs, grocery
stores, off-price retailers, food service distributors, pharmacies, food and beverage outlets and e-commerce. Unanticipated changes in purchasing and other
practices by the Company’s customers, including a customer’s pricing and payment terms, inventory de-stocking, 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. While the Company generally orders products significantly in advance
of
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the anticipated time of their sale by the Company, this trend may require the Company to shorten its lead time for production in certain cases and more
closely anticipate demand, which may 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.
During the years ended December 31, 2020, 2019 and 2018, Wal-Mart Stores, Inc., including Sam’s Club and, in the U.K., Asda Superstore, (“Walmart”),
accounted for 20%, 16% and 14% of consolidated net sales, respectively. During the years ended December 31, 2020 and 2019, sales to Costco Wholesale
Corporation (“Costco”) accounted for 11% of consolidated net sales. During the year ended December 31, 2020, Amazon.com Inc., (“Amazon”), accounted
for 10% of consolidated net sales. Sales to Walmart, Costco and Amazon are included in the Company's U.S. and International segments. No other
customers accounted for 10% or more of the Company’s sales during these periods.
A material reduction in sales to the aforementioned or other top customers in the 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 could
result in reduced sales and 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 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.
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
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competitors. The failure of customers to provide the Company’s products with similar or better levels of promotional support and retail space as
competitors receive 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 a material reduction in, sales to the Company’s brick-and-mortar customers,
which could materially adversely affect the Company’s business, results of operations, financial condition and cash flows.
The retail environment is highly competitive and rapidly evolving with the increase pace of technological development. Consumers are increasingly
embracing shopping online and through mobile commerce applications, and this trend has been significantly increasing in response to the COVID-19
pandemic. As a result, an increasing portion of total consumer expenditures with retailers is occurring online and through mobile commerce applications.
This overall trend has negatively affected many brick-and-mortar retailers, which has been exacerbated by the COVID-19 pandemic. 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 its existing Internet business, the Company's reputation and operating results may be harmed.
The success of 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; data 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.
Supply chain risks
International suppliers subject the Company to regional regulatory, man-made or natural disasters, health epidemics, 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, which international scope of operations
subjects the Company to various risks, including man-made or natural disasters, health epidemics, political, economic and foreign currency changes.
Additionally, the Company’s vendors in Asia, from whom a substantial majority of the Company’s products are sourced, are located primarily in China,
which subjects the Company to regional risks including regulatory, social and other risks. 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 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, in China or in other countries in which the Company does business, which could have a material adverse effect on the
Company’s operations and/or those of the Company’s suppliers. 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
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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 a port of entry. For purchases that are to be delivered to its distribution facilities, 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 U.K.,
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 manufacturers to produce the vast 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 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, the third party manufacturers may not 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.
A widespread outbreak of an illness, such as the COVID-19 pandemic, or other health issue could negatively affect various aspects of the business,
including the Company's supply chain, and make it more difficult and expensive to meet the Company's obligations to its customers, and could result in
reduced demand from its customers.
The Company's global operations are susceptible to global events, including a widespread outbreak of an illness, such as the COVID-19 outbreak, or other
health issue, As a result of epidemic outbreaks businesses can be shut down, supply chains can be interrupted, slowed, or rendered inoperable, and
individuals can become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Epidemic outbreaks
could also substantially interfere with general commercial activity related to the Company's supply chain and customer base, which could have a material
adverse effect on the Company's financial condition, results of operations, business, or prospects.
If the Company's operations are curtailed and the supply chain continues to be disrupted, the Company may need to seek alternate sources of supply for
services and staff, which may be more expensive. Alternate sources may not be available or may result in delays in shipments to the Company from its
supply chain and subsequently to the customers, each of which would affect the Company's results of operations. Further, if the customers’ businesses are
similarly affected, they might delay or reduce purchases from the Company, which could have a material adverse effect on the Company's results from
operations.
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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
2020, sales of licensed brands accounted for approximately 14% 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 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
certain other products through termination as a result of an uncured breach, its business, results of operations and financial condition would be materially
adversely affected.
Sales of KitchenAid branded products, to a lesser extent, also represent a material portion of the Company’s sales. The Company also holds a license to use
the KitchenAid brand subject to a license agreement that will expire in December 2022. 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
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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.
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. If other parties breach confidentiality or other agreements, or if the Company’s registered intellectual property is not
protected in the U.S. or foreign jurisdictions, this 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 and damage to the Company’s brands or reputation could adversely affect its business.
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
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,
earthquakes, 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.
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 U.K., Mexico, Brazil, 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);
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•
•
•
•
•
•
•
import regulations and duties;
export regulations (which require the Company to comply with stringent licensing regimes);
anti-dumping regulations;
price and currency controls;
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;
restructuring and integration of the Company's European operations;
public health epidemics;
unanticipated income taxes, excise duties, import taxes, export taxes or other governmental assessments; and
difficulties in managing a global enterprise.
Any significant violations of regulations or the occurrence of the events listed above 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 that 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.
New and future laws and regulations governing the Internet and e-commerce could have a material adverse effect on the Company’s business, results
of operations and financial condition.
The Company is subject to laws and regulations governing the Internet and e-commerce. These existing and future laws and regulations may impede the
growth of the Internet, e-commerce or other online services. These regulations and laws may cover taxation, user privacy, data protection, pricing, content,
copyrights, distribution, electronic contracts and other communications,
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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 could diminish the demand for the Company’s products on the Internet and increase the cost of doing
business.
On June 21, 2018, the U.S. Supreme Court decided South Dakota v. Wayfair, Inc. et al, (the “Wayfair Decision”), a case that challenged existing law under
which online retailers are not required to collect sales tax unless they have a physical presence in the buyer’s state. The Wayfair Decision established that a
state may enforce or adopt laws requiring online retailers to collect and remit sales tax if there is a substantial nexus between the online retailer’s activity
and the state, even if the retailer has no physical presence within the taxing state. The majority of U.S. states have enacted laws or have pending legislation
that require online retailers to collect and remit sales tax for online sales. These laws and pending legislation could result in the Company incurring
substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments of sales tax collection
obligations on out-of-state internet retailers could also create additional administrative burdens on the Company. This decision and the enactment and
enforcement of laws resulting from this decision could also impact where the Company is required to file state income taxes. As a result, the Company’s
effective income tax rate, the cost of the Company’s e-commerce business, and the growth of its e-commerce business, could be materially adversely
effected by the Wayfair Decision and other new laws or regulations governing the internet and e-commerce. This potential negative impact on the
Company’s e-commerce business could have a material adverse effect on the Company’s overall business, results of operations and financial condition.
A failure in or compromise of 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 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 or compromise 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 operates 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, including, but not
limited to, data breaches, 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. In the first quarter of 2021, we experienced a cyber security incident affecting our information technology systems. The business disruption
caused by the cyber incident was minimal. Despite our continuous efforts to ensure the security of the Company’s computer networks, any future cyber
incidents could compromise our information technology systems, 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”) and the California Consumer Privacy Act. GDPR is a comprehensive European Union privacy
and data protection reform, effective in 2018, which applies to companies that are organized in the European Union or otherwise provide services to
consumers who reside in the European Union, and imposes strict standards regarding the sharing, storage, use, disclosure and protection of end user data
and significant penalties (monetary and otherwise) for non-compliance. The California Consumer Privacy Act, which became effective in January 2020,
created new data privacy rights, including a new private right of action for data breaches and requires companies that process information on California
residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing
with third parties. Any failure to comply with GDPR, the California Consumer Privacy Act, 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 is in the process of transitioning the Company's Systems, Applications and Products and other critical systems to cloud-based technologies.
As the Company transitions to cloud-based technologies, the Company may be exposed to additional cyber threats
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as the Company migrates from legacy systems to cloud-based solutions. The Company's increased dependence on third parties for cloud-based systems
may also subject the Company to further cyber threats.
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. The Company has 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 which could have a material adverse effect on the Company’s business,
financial condition and results of operations.
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 into the air, water and land;
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.
For further discussion of the Company's legal proceedings refer to NOTE 14 — COMMITMENTS AND CONTINGENCIES to the Company's
consolidated financial statements included in this Annual Report on Form 10-K.
The Company’ executives and other key employees are critical to the Company’s success. The loss of and/or 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 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.
As a result of the Company’s acquisition of Filament, 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 has 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
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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.
Item 1B. Unresolved Staff Comments
None
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Item 2. Properties
Location
Rialto, California
(1)
Robbinsville, New Jersey
(1)
Aston, England
(2)
Winchendon, Massachusetts
(1)
Garden City, New York
(3)
Medford, Massachusetts
(1)
(1)
(3)
(1)
(3)
(1)
(1)
(1)
San Germán, Puerto Rico
Las Cruces, New Mexico
Shanghai, China
Oak Brook, Illinois
Guangzhou, China
Seattle, Washington
New York, New York
Atlanta, Georgia
Bentonville, Arkansas
Newtown, Pennsylvania
Pawtucket, Rhode Island
Menomonee Falls, Wisconsin
Kowloon, Hong Kong
Tianjin, China
Minneapolis, Minnesota
(1)
Isaaquah, Washington
(3)
(1)
(1)
(1)
(3)
(1)
(1)
(1)
The following table lists the principal properties at which the Company operated its business at December 31, 2020:
Size
(square feet)
Description
West Coast warehouse and distribution facility
Principal East Coast warehouse and
distribution facility
Offices, showroom, warehouse and
distribution facility
Warehouse and distribution facility, and spice
packing line
Corporate headquarters/main showroom
Offices, showroom, warehouse and
distribution facility
Sterling silver manufacturing facility
Offices, warehouse and distribution facility
Offices
Offices
Offices
Offices
Offices and showrooms
Showrooms
Offices and showroom
Offices
Offices and showroom
Showroom
Offices and showroom
Offices
Offices
Offices and showroom
703,000
700,000
260,000
175,000
159,000
69,000
55,000
33,000
22,000
18,000
18,000
17,500
12,000
11,000
7,000
5,900
4,900
4,000
2,585
2,400
1,956
1,125
Owned/
Leased
Leased
Leased
Leased
Owned
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
Leased
(1)
(2)
(3)
Location primarily used by the U.S. segment.
Location used by the International segment.
Location used by all segments.
26
Table of Contents
Item 3. Legal Proceedings
For a description of our legal proceedings, please see NOTE 14 — COMMITMENTS AND CONTINGENCIES, to the Company's consolidated financial
statements included in this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosure
Not applicable.
27
Table of Contents
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”).
At February 28, 2021, the Company estimates that there were approximately 2,095 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, 2020.
For a discussion of dividends paid by the Company in 2020 and 2019, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Liquidity and Capital Resources – Dividends. 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.
28
Table of Contents
PERFORMANCE GRAPH
The following chart compares the cumulative total return on the Company’s common stock with the NASDAQ Market Index, the Company’s peer group,
which is comprised of companies that we believe have comparable characteristics and are in the same industry or line-of-business, 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.
(1)
Date
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
Lifetime
Brands, Inc.
Hemscott
Group Index
Peer
Group
$
$
$
$
$
$
100.00 $
135.40 $
126.98 $
78.24 $
55.25 $
123.31 $
100.00 $
103.49 $
73.37 $
45.83 $
49.70 $
59.04 $
100.00 $
93.38 $
114.43 $
115.63 $
144.92 $
188.28 $
NASDAQ
Market
Index
100.00
108.87
141.13
137.12
187.44
271.64
(1)
The graph assumes $100 was invested as of the close of trading on December 31, 2015 and dividends were reinvested. Measurement points are at the
last trading day of each of the fiscal years ended December 31, 2016, 2017, 2018, 2019 and 2020. 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, irrespective of any general incorporation by reference language in such filing. A list of the
companies included in the Company’s Hemscott Group Index will be furnished by the Company to any stockholder upon written request to the Chief
Financial Officer of the Company. Peer issuers included in the peer group identified include, Acushnet Holdings Corp., Callaway Golf Co., Crocs,
Inc., Delta Apparel, Inc., Hamilton Beach Brands Holding Co., Helen of Troy Ltd., JAKKS Pacific, Inc., Lands’ End, Inc., Movado Group, Inc.,
Oxford Industries, Inc., The Buckle, Inc. and Tupperware Brands Corp.
29
Table of Contents
The table below sets forth information regarding issuer purchases of equity securities:
Period
November 1 - November 30, 2020
December 1 - December 31, 2020
Total number of
shares
purchased
(1)
Average price
paid per share
Total number of
shares
purchased as
part of publicly
announced
plans or
programs
(2)
Maximum
approximate
dollar value of
shares that
may yet be
purchased
under the plans
or programs
subsequent to
(2)
end of period
2,751 $
12,574 $
12.34
15.20
— $
— $
6,771,467
6,771,467
(1)
(2)
The repurchased shares were acquired other than as part of a publicly announced plan or program. The Company repurchased these securities in
connection with its Amended and Restated 2000 Long Term Incentive Plan which allows participants to use shares to satisfy certain tax liabilities
arising from the vesting of restricted stock. The number above does not include unvested shares forfeited back to the Company pursuant to the terms
of the Company’s stock compensation plans.
On April 30, 2013, the Board of Directors of Lifetime Brands, Inc. authorized the repurchase of up to $10.0 million of the Company’s common
stock. The repurchase authorization permits the Company to effect the repurchases from time to time through open market purchases and privately
negotiated transactions. No repurchases occurred during the three months ended December 31, 2020.
30
Table of Contents
Item 6. Selected Financial Data
The selected consolidated statement of operations data for the years ended December 31, 2020, 2019 and 2018 and the selected consolidated balance sheet
data as of December 31, 2020 and 2019 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, 2017 and 2016 and the selected
consolidated balance sheet data at December 31, 2018, 2017 and 2016 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.
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.
(1)
(2)
(3)
(4)
STATEMENT OF OPERATIONS DATA
Net sales
Cost of sales
Distribution expenses
Selling, general and administrative expenses
Goodwill and other impairments
Restructuring expenses
Income (loss) from operations
Interest expense
Mark to market (loss) gain on interest rate derivatives
Loss on early retirement of debt
Income (loss) before income taxes and equity in earnings
Income tax provision
Equity in earnings, net of taxes
Net (loss) income
Basic (loss) income per common share
Weighted-average shares outstanding – basic
Diluted (loss) income per common share
Weighted-average shares outstanding – diluted
(5)
Cash dividends declared per common share
(1)
(6)
BALANCE SHEET DATA
Current assets
Current liabilities
(6)
Working capital
Total assets
Short-term borrowings
Long-term debt
Stockholders’ equity
(6)
2020
2019
Year ended December 31,
2018
(in thousands, except per share data)
2017
2016
$
$
$
$
$
769,169 $
495,171
72,845
155,872
20,100
211
24,970
(17,277)
(2,144)
—
5,549
(9,866)
1,310
(3,007) $
734,902 $
479,711
72,543
161,618
42,990
1,435
(23,395)
(20,780)
402
—
(43,773)
(1,109)
467
(44,415) $
(0.14) $
(2.16) $
704,542 $
448,785
69,716
162,933
2,205
2,324
18,579
(18,004)
(66)
509
(2,889)
660
(1,720) $
(0.09) $
20,860
20,597
19,452
579,476 $
364,319
58,050
140,903
—
1,024
15,180
(4,291)
(110)
10,779
(9,032)
407
2,154 $
0.15 $
14,505
(0.14) $
(2.16) $
(0.09) $
0.14 $
20,860
20,597
19,452
14,955
0.17 $
0.17 $
0.17 $
0.17 $
592,619
375,719
57,006
130,397
—
2,420
27,077
(4,803)
(272)
22,002
(7,030)
748
15,720
1.11
14,174
1.08
14,549
0.17
2020
2019
December 31,
2018
(in thousands)
2017
2016
$
421,293 $
180,070
241,223
807,481
17,657
266,279
230,136
329,153 $
107,307
221,846
770,023
8,413
287,103
236,317
318,804 $
84,876
233,928
708,572
1,253
304,774
279,493
258,423 $
71,515
186,908
401,521
69
94,744
210,279
256,447
91,286
165,161
399,854
9,456
86,201
197,728
31
Table of Contents
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
The acquisition of Filament in March 2018 affects the comparability of the periods.
Prior to January 1, 2019, depreciation associated with certain tooling used to produce products was classified as selling, general and administrative
expenses. The amount recorded in cost of sales for the year ended December 31, 2020 and 2019 was $1.0 million and $1.4 million, respectively. The
impact on the comparative periods presented is immaterial and therefore, the comparative periods have not been adjusted to reflect this change in
accounting policy.
The 2016 period includes a $1.2 million charge to correct prior years’ depreciation of certain assets within the U.S. segment.
The 2018 period includes a gain of $1.7 million related to adjustments to the fair value of certain contingent consideration.
The computations of weighted-average shares outstanding - diluted excludes stock options and other stock awards that if included would have been
anti-dilutive.
The 2019 and subsequent periods reflect the adoption of the Financial Accounting Standards Board's (“FASB”) Accounting Standard's Update No.
(“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”) 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. As a result, comparability to
the prior years' current liabilities, working capital, and total assets is affected.
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Table of Contents
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,” “Risk Factors Summary” under Item 1A “Risk Factors” and under 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, other than as required by law.
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 used to prepare, serve and consume foods, Kitchenware (kitchen tools and gadgets, cutlery, kitchen scales, thermometers, 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, bath scales, weather and outdoor household products, food storage,
neoprene travel products and home décor). In 2020, Kitchenware products and Tableware products accounted for approximately 83% of the Company’s
U.S. net sales and 85% of the Company’s consolidated net sales. In 2019, Kitchenware products and Tableware products accounted for approximately 79%
of the Company’s U.S. net sales and 82% of the Company’s consolidated net sales. The year ended December 31, 2018 includes the operations of Filament
for the period from March 2, 2018, the date of the acquisition of Filament, to December 31, 2018.
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®, Taylor®, KitchenAid®, KitchenCraft® , Pfaltzgraff® , BUILT NY®, Rabbit®, Kamenstein®, and
MasterClass®. 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.
BUSINESS SEGMENTS
The Company operates in two reportable segments: U.S. and International. The U.S. segment is the Company’s primary domestic business that designs,
markets and distributes its products to retailers and distributors, as well as directly to consumers through third parties and its own internet websites. The
International segment consists of certain business operations conducted outside the U.S. 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% interest in 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 consolidated statements 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 year ended December 31, 2020, 2019, and
2018 in the accompanying consolidated statements of operations. Pursuant to a Shares Subscription Agreement, the Company may designate four persons
to be nominated as members of Vasconia’s Board of Directors. As of December 31, 2020, Vasconia's Board of Directors is comprised of fourteen members
of whom the Company has designated three members.
The Company recorded equity in earnings of Vasconia, net of taxes, of $1.5 million, $0.5 million and $0.9 million for the years ended December 31, 2020,
2019 and 2018, respectively.
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Table of Contents
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 2020, 2019
and 2018, net sales for the third and fourth quarters accounted for 62%, 60% and 62% 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. In 2020, the Company's inventory levels did not
significantly decrease during the fourth quarter. The higher inventory levels at December 31, 2020 were a result of increased inventory purchases to meet
higher expected demand in 2021 due in part to the effects on demand from the COVID-19 pandemic. Consistent with the seasonality of the Company's net
sales and inventory levels, the Company also experiences seasonality in its inventory turnover and turnover days from one quarter to the next.
RESTRUCTURING
During the years ended December 31, 2019 and 2018, the Company's U.S. segment incurred $0.7 million and $2.1 million.
During the year ended December 31, 2020, the Company's International segment incurred $0.2 million of restructuring expenses related to severance
associated with the strategic reorganization of the International segment’s product development and sales workforce. The strategic reorganization was the
result of the Company's efforts for product development efficiencies and an international sales approach tailored to countries.
During the years ended December 31, 2019, and 2018, the Company's international segment incurred $0.7 million and $0.2 million, respectively, of
restructuring expense primarily related to the integration of its legal entities operating in Europe. The Company does not expect to incur any additional
restructuring charges for these efforts.
RECENT DEVELOPMENTS
The COVID-19 pandemic continues to affect the United States and the rest of the world. The pandemic has resulted in an increase in sales of certain of the
Company’s products as well as a decrease in sales in other of its products. The Company has experienced a reduction in sales at certain retailers, that had
closed or had limited store openings, during the pandemic. These declines were offset by higher sales at retailers that remained open and by e-commerce
sales. Many of the retailers that had remained open provide products that are deemed essential.
The Company’s distribution facilities remain operational and continue to support e-commerce and brick-and-mortar retail customers. The Company has not
experienced significant disruptions in its supply chain related to the COVID-19 pandemic. In limited instances and categories, increased demand has
strained the manufacturing capacity of certain of the Company’s suppliers. The Company expects, in the short term, higher inbound freight cost to import
inventory as a result of expected higher demand of the Company's products and broader macroeconomic demand for ocean freight. Additionally, in the
U.S., the Company has experienced instances of trucking availability shortages, resulting in delays of shipments to certain of its customers.
During 2019, the Office of the U.S. Trade Representative (‘‘USTR’’) imposed additional tariffs on products imported from China. In certain cases, both in
2019 and 2020, these tariffs were subsequently reduced, suspended or removed. The Company purchases a high concentration of products from unaffiliated
manufacturers located in China. This concentration exposes the Company to risks associated with doing business globally, including changes in tariffs.
The tariff increases that were implemented by the USTR began to adversely impact the Company's cost of sales in the third quarter of fiscal 2019 and will
continue to do so, as long as these tariff increases remain in effect. In January 2020, the U.S. and China signed a trade agreement known as the Phase One
Agreement. This agreement reversed some tariff increases that had become effective in September 2019. Significant uncertainty exists as to the timing and
content of a Phase Two agreement, particularly due to the ongoing pandemic and to changes in the United States Administration as a result of the
November 2020 Presidential election.
The Company expects to mitigate the impact of tariff increases primarily through pricing actions and product cost reductions in its supply chain. Since July
2018, the USTR has periodically issued lists of products that are excluded from tariffs on Chinese imports. Under the USTR exclusion process, companies
have the opportunity to seek to have particular products excluded from the tariff lists and apply for a refund.
On January 31, 2020, the U.K. left the European Union. In December 2020, the U.K and European Union announced the agreement of a new Trade and
Cooperation Agreement that will govern the ongoing relationship between the U.K. and the European Union. The U.K.’s exit from the European Union is
unprecedented and it remains unclear what long-term impact this will 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.
The uncertainty surrounding the consequences of the U.K.’s exit could adversely impact the U.K. economy, customers and investor confidence. The U.K.'s
exit also could adversely impact the export of products between the U.K. and the European Union. Such
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Table of Contents
uncertainty may contribute to additional market volatility, including volatility in the value of the U.K. pound and European euro, and may adversely affect
the Company’s businesses, results of operations, and financial condition. Net sales attributable to U.K. domiciled businesses were $78.0 million for the year
ended December 31, 2020, and represent approximately 10% of the Company’s consolidated net sales for the period.
On March 3, 2021, the Chancellor of the Exchequer presented the U.K Budget 2021 to Parliament. The budget includes a proposal to increase the U.K.
corporate tax rate from 19% to 25% effective April 1, 2023. The proposed change will be enacted into law upon approval by Parliament, which is expected
in the second half of 2021. The Company expects the higher tax rate could negatively impact the Company's operating results.
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Table of Contents
EFFECT OF ADOPTION OF ACCOUNTING PRINCIPLES
Adopted Accounting Pronouncements
On April 10, 2020, the FASB staff issued a question-and-answer document to address stakeholder questions on the application of the lease accounting
guidance for lease concessions related to the effects of the COVID-19 pandemic (the “Question-and-Answer Document”). The guidance allows
concessions related to the timing of payments, where the total consideration has not changed, to not be accounted for as lease modifications. Instead, any
such concessions can be accounted for as if no change was made to the contract or as variable lease payments. The Company adopted the guidance on April
1, 2020 and elected to account for COVID-19-related rent concessions that did not result in a substantial increase in the rights of the lessor or the
obligations of the lessee not as lease modifications. See NOTE 4 — LEASES for additional information on the Company’s adoption of this guidance.
Accounting Pronouncements to be Adopted in Future Periods
Updates not listed below were assessed and either determined to not be applicable or are expected to have a minimal effect on the Company’s financial
position, results of operations, and disclosures.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the
accounting for income taxes by removing certain exceptions to the general principles and simplifies the application of U.S. GAAP for other areas of Topic
740 by clarifying and amending the existing guidance. The guidance is effective for fiscal years and interim periods within those fiscal years beginning
after December 15, 2020. The impact of the adoption is not expected to have a material impact on the Company's consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for
recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The ASU also provides updated guidance
regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The new guidance is effective for public
business entities that meet the definition of a Smaller Reporting Company as defined by the Securities and Exchange Commission for interim and annual
periods beginning after December 15, 2022. Early adoption is permitted. Management is currently evaluating the impact of this standard on its consolidated
financial statements and related disclosures.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting, which provides optional expedients and exceptions to account for contract modifications, hedging relationships and other transactions that
reference LIBOR or another reference rate that is expected to be discontinued as a result of reference rate reform. The guidance was effective upon issuance
and may be applied prospectively to contract modifications and hedging relationships entered into or evaluated as of any date from March 12, 2020 but no
later than December 31, 2022. The Company has not yet applied the guidance in this ASU and is currently evaluating the impact of this standard on its
consolidated financial statements and related disclosures.
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Table of Contents
RESULTS OF OPERATIONS
The results of operations below focuses on the results of 2020 compared to 2019. For a discussion of 2019 compared to 2018 refer to "Results of
Operations" in our Form 10-K for the year ended December 31, 2019.
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
Goodwill and other impairments
Restructuring expenses
Income (loss) from operations
Interest expense
Mark to market (loss) gain on interest rate derivatives
Loss on early retirement of debt
Income (loss) before income taxes and equity in earnings
Income tax provision
Equity in earnings, net of taxes
Net loss
Year Ended December 31,
2020
2019
2018
100.0 %
64.4
35.6
9.5
20.3
2.6
0.0
3.2
(2.2)
(0.3)
—
0.7
(1.3)
0.2
(0.4)%
100.0 %
65.3
34.7
9.9
22.0
5.8
0.2
(3.2)
(2.8)
0.0
—
(6.0)
(0.2)
0.1
(6.1)%
100.0 %
63.7
36.3
9.9
23.1
0.3
0.3
2.7
(2.6)
—
0.0
0.1
(0.4)
0.1
(0.2)%
MANAGEMENT’S DISCUSSION AND ANALYSIS
2020 COMPARED TO 2019
Net Sales
Net sales for the year 2020 were $769.2 million, an increase of $34.3 million, or 4.7%, compared to net sales of $734.9 million in 2019. In constant
currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2020 average rates
to 2019 local currency amounts, net sales increased $33.6 million, or 4.6%, as compared to consolidated net sales in the corresponding period in 2019.
Net sales for the U.S. segment in 2020 were $683.5 million, an increase of $39.3 million, or 6.1%, compared to net sales of $644.2 million in 2019.
Net sales for the U.S. segment’s Kitchenware product category in 2020 were $426.9 million, an increase of $72.6 million, or 20.5%, compared to net sales
of $354.3 million in 2019. The net sales increase in the U.S. segment’s Kitchenware product category was primarily a result of higher consumer demand in
both the e-commerce and wholesale channels for essential food preparation products including kitchen tools and gadgets, cutlery/boards, and measurement
products.
Net sales for the U.S. segment’s Tableware product category in 2020 were $141.1 million, a decrease of $15.0 million, or 9.6%, compared to net sales of
$156.1 million for 2019. The decrease was primarily driven by lower sales of dinnerware products to brick-and-mortar retailers many of which were closed
due to the COVID-19 pandemic. This decrease was partially offset by higher sales of flatware products and e-commerce sales.
Net sales for the U.S. segment’s Home Solutions products category in 2020 were $115.5 million, a decrease of $18.3 million, or 13.7%, compared to net
sales of $133.8 million in 2019. The decrease was primarily driven by lower sales in the food and beverage outlet channel and lower home décor sales due
to certain retailer program initiatives not repeating in 2020 and store closing due to the pandemic. This decrease was offset by higher sales resulting from
new programs of branded hydration products in the wholesale channel.
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Net sales for the International segment in 2020 were $85.7 million, a decrease of $5.0 million, compared to net sales of $90.7 million for 2019. In constant
currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2020 average
exchange rates to 2019 local currency amounts, net sales decreased approximately 6.3%. The decrease in sales was driven by lower sales to national and
independent retailers primarily as a result from lower demand and store closures due to COVID-19. This decrease was offset by increased e-commerce
sales due to higher customer demand in online channels.
Gross margin
Gross margin for 2020 was $274.0 million, or 35.6%, compared to $255.2 million, or 34.7%, for the corresponding period in 2019.
Gross margin for the U.S. segment was $250.5 million, or 36.6%, for 2020, compared to $226.5 million, or 35.2%, for 2019. Gross margin in the 2019
period reflects an $8.5 million charge for the SKU Rationalization initiative. Excluding the SKU Rationalization initiative, the gross margin in the 2019
period would have been 36.5%.
Gross margin for the International segment was $23.5 million, or 27.4%, for 2020, compared to $28.7 million, or 31.6%, for 2019. The decrease in gross
margin percentage was primarily due to higher inventory reserves and unfavorable sales mix related to store closures due to COVID-19.
Distribution expenses
Distribution expenses were $72.8 million for the 2020 period as compared to $72.5 million for the 2019 period. Distribution expenses as a percentage of
net sales were 9.5% and 9.9% in 2020 and 2019.
Distribution expenses as a percentage of net sales for the U.S. segment were approximately 8.4% in 2020 and 8.6% in 2019. Distribution expenses in 2019
included $0.2 million for the Company’s facility relocation efforts of its west coast distribution facility. As a percentage of sales shipped from the
Company’s warehouses, distribution expenses, excluding the relocation costs for the U.S. segment, were 8.8% and 9.6% for 2020 and 2019, respectively.
The improvement reflects the continued realization of labor management efficiency and synergy savings as well as the leverage benefit of fixed costs on
higher sales volume. The improvement was partially offset by higher hourly labor rates for warehouse employees.
Distribution expenses as a percentage of net sales for the International segment were approximately 17.9% in 2020 and 18.7% in 2019, respectively.
Distribution expenses in 2020 and 2019 included $1.1 million and $2.6 million, respectively, for the Company’s facility relocation costs of its International
distribution facilities. As a percentage of sales shipped from the Company’s warehouses, distribution expenses, excluding the relocation costs for the
International segment, were 13.8% and 15.6% for 2020 and 2019, respectively. The decrease was primarily attributable to the improvement in the
fulfillment of orders and labor efficiencies compared to the prior year.
Selling, general and administrative expenses
Selling, general and administrative (“SG&A”) expenses for 2020 were $155.9 million, a decrease of $5.7 million, or 3.5%, as compared to $161.6 million
for 2019.
SG&A expenses for 2020 for the U.S. segment were $112.6 million, a decrease of $4.5 million, or 3.8%, compared to $117.1 million for 2019. As a
percentage of net sales, SG&A expenses were 16.5% for 2020, compared to 18.2% for 2019. The decrease was primarily attributable to a reduction in
headcount and selling and marketing expenses as a result from the Company's cost savings efforts in response to the COVID-19 pandemic. This reduction
was partially offset by higher employee incentive compensation and higher estimates for bad debt expense related to the economic uncertainties caused by
the COVID-19 pandemic.
SG&A expenses for 2020 for the International segment were $20.7 million, compared to $24.3 million for 2019. As a percentage of net sales, SG&A
expenses decreased to 24.2% for 2020, compared to 26.8% for 2019. The decrease was primarily attributable to a reduction in headcount resulting from the
Company's cost savings efforts in response to the COVID-19 pandemic, as well as lower selling and marketing expenses. This was partially offset by
higher estimates for bad debt expense related to the economic uncertainties caused by the COVID-19 pandemic.
Unallocated corporate expenses for 2020 were $22.6 million, compared to $20.2 million for 2019. The increase was driven by higher executive incentive
compensation, partially offset by lower executive salary costs for the temporary reduction in base salary during 2020 and lower professional fees.
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Goodwill and other impairments
U.S. Reporting Unit
During the first quarter of 2020, as a result of the economic downturn caused by the COVID-19 pandemic, the Company performed an interim assessment
of the goodwill for the U.S. reporting unit as of March 31, 2020, by comparing the fair value of the reporting unit with its carrying value. The Company
performed the analysis using a discounted cash flow and market multiple method. Based upon the analysis performed, the Company recognized a non-cash
goodwill impairment charge of $19.1 million during the first quarter of 2020. The goodwill impairment charge resulted from, among other factors, the
uncertain market conditions arising from the COVID-19 pandemic, which impacted the Company's market capitalization, as well as a reduction of
forecasted future cash flows associated with the effects of the COVID-19 pandemic. The fair value of the U.S. reporting unit was approximately 3.9%
below its carrying value as of March 31, 2020.
The Company performed its annual impairment assessment of its U.S. reporting unit as of October 1, 2020 by comparing the fair value of the reporting unit
with its carrying value. The Company performed the analysis using a discounted cash flow and market multiple method. As of October 1, 2020, the fair
value of the U.S. reporting unit exceeded the carrying value of goodwill.
In 2019, the Company recognized a non-cash goodwill impairment charge of $33.2 million, during the three months ended December 31, 2019. The
Company performed the analysis using a discounted cash flow and market multiple method. The goodwill impairment charge resulted from, among other
factors, a sustained decline in the Company's market capitalization observed in the fourth quarter of 2019. The fair value of the U.S, reporting unit was
approximately 6.1% below its carrying value at October 1, 2019.
International Reporting Unit
In the third quarter of 2019, the Company performed an interim assessment of its European kitchenware business by comparing the fair value of the
reporting unit with its carrying value as of September 30, 2019. The Company performed the analysis using a discounted cash flow and market multiple
approach. Based upon the analysis performed, the Company recognized a $9.7 million non-cash goodwill impairment charge during the third quarter of
2019. The goodwill impairment charge was the result of a decline in operating performance and reduced expectations for future cash flows of the European
kitchenware business. The fair value of the business was approximately 30.1% below its carrying value as of September 30, 2019.
Indefinite-lived intangibles
As a result of the impairment testing performed in connection with the COVID-19 pandemic triggering event, the Company determined that certain of its
indefinite-lived intangible assets in the U.S. segment were impaired. As a result, the Company recorded a $1.0 million non-cash impairment charge during
the first quarter of 2020.
Restructuring expenses
During the year ended December 31, 2019, the Company's U.S. segment incurred $0.7 million, of restructuring expense related to the integration of
Filament, of which $0.1 million was accrued at December 31, 2019.
During the year ended December 31, 2020, the Company's International segment incurred $0.2 million of restructuring expenses related to severance
associated with the strategic reorganization of the International segment’s product development and sales workforce. The strategic reorganization was the
result of the Company's efforts for product development efficiencies and an international sales approach tailored to countries.
During the year ended December 31, 2019, the Company's International segment incurred $0.7 million of restructuring expense primarily related to the
integration of its legal entities operating in Europe. The Company had no international restructuring accrual as of December 31, 2020 and December 31,
2019.
The Company does not expect to incur any additional restructuring charges for these efforts.
Interest expense
Interest expense for 2020 was $17.3 million, compared to $20.8 million for 2019. The decrease in expense was primarily a result of less debt outstanding
and a lower interest rate environment.
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Mark to market (loss) gain on interest rate derivatives
Mark to market loss on interest rate derivatives was $2.1 million for the year ended December 31, 2020, as compared to a mark to market gain on interest
rate derivatives of $0.4 million for the year ended December 31, 2019. The mark to market amount represents the change in the fair value on the
Company's interest rate derivatives that have not been designed as hedging instruments. These derivatives were entered into for purposes of locking-in a
fixed interest rate on the Company's variable interest rate debt. The current period loss was caused by lower interest rates as compared to the year ended
December 31, 2019. The intent of the Company is to hold these derivative contracts until their maturity. Therefore, the Company expects that this loss will
reverse over time.
Income tax provision
The income tax provision was $9.9 million in 2020 and $1.1 million in 2019. The Company’s effective tax rate for 2020 was 177.8%, compared to (2.5)%
for 2019. The effective tax rate in 2020 was driven primarily by the impairment of goodwill in the U.S, nondeductible expenses, equity-based awards, and a
valuation allowance against net deferred tax assets in the United Kingdom. The effective tax rate in 2019 was driven by the impairment of goodwill in the
U.S. and international reporting units, nondeductible expenses, state taxes and tax credits.
Equity in earnings
The Company’s equity in earnings, net of tax, for 2020 and 2019 are as follows:
Vasconia Equity earnings, net of taxes
Cumulative translation foreign currency losses related to dissolution of Lifetime Brands Do Brasil Participacoes
Ltda
Equity in earnings (losses), net of taxes
Year Ended December 31,
2020
2019
(in thousands)
1,545 $
467
(235)
1,310 $
0
467
$
$
Vasconia reported loss from operations for 2020 of $0.1 million, as compared to income of $8.6 million for 2019 and reported net income of $5.6 million
and $1.8 million in 2020 and 2019, respectively. The effect of the translation of the Company’s investment, as well as the translation of Vasconia’s balance
sheet, resulted in a decrease of the investment of $2.7 million during the year ended December 31, 2020 and a decrease of the investment of $1.6 million
during the year ended December 31, 2019.
During the year ended December 31, 2020, the Company recognized a loss of $0.2 million, relating to cumulative translation foreign currency losses that
were recognized to earnings upon the dissolution of Lifetime Brands Do Brasil Participacoes Ltda., a 100% owned foreign subsidiary. The foreign currency
translation losses related to the notes receivable due to the Company from the 2016 sale of its equity interest in GS International S/A.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s audited 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, estimates for
unpaid healthcare claims, 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 and
changes in these estimates are recorded when known. The Company’s significant accounting policies are more fully described in NOTE 1 —
SIGNIFICANT ACCOUNTING POLICIES in 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.
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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, taking into consideration customer credit history and financial condition, industry and market
segment information, credit reports, and economic trends and conditions such as the impact of the COVID-19 pandemic in 2020. 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.
Receivable purchase agreement
To improve its liquidity during seasonally high working capital periods, the Company has an uncommitted Receivables Purchase Agreement with HSBC
Bank USA, as Purchaser (the “Receivables Purchase Agreement”). Under the Receivables Purchase Agreement, the Company may offer to sell certain
eligible accounts receivables (the “Receivables”) to HSBC Bank USA, 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 $30.0
million. HSBC Bank USA will assume the credit risk of the Receivables purchased; and, 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 Bank USA.
The term of the agreement is for 364 days and automatically extends for annual successive terms unless terminated. Either party may terminate the
agreement at any time upon 60 days prior written notice to the other party. Pursuant to this agreement, the Company sold $159.4 million and $115.4 million
of Receivables during the years ended December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, $24.7 million and $20.9 million,
respectively, of receivables sold are outstanding and are due to HSBC Bank USA from customers. A charge of $0.4 million and $0.6 million related to the
sale of the Receivables is included in selling, general and administrative expenses in the consolidated statements of operations for the years ended
December 31, 2020 and 2019, respectively.
Leases
The Company determines if an arrangement is a lease at the inception of a contract. Operating lease right-of-use (“ROU”) assets are included in operating
lease right-of-use assets on the consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current
portion of operating lease liability and operating lease liabilities, respectively, on the consolidated balance sheets. Finance leases are included in property
and equipment, net, accrued expenses and other long-term liabilities. The Company's finance leases are not material to the Company’s consolidated balance
sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease
term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available
at the commencement date in determining the present value of future payments. The operating lease ROU asset may also include any lease payments made,
adjusted for any prepaid or accrued rent payments, lease incentives, and initial direct costs incurred. Certain leases may include options to extend or
terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
For certain equipment leases, the Company applies a portfolio approach to effectively account for any ROU assets and lease liabilities. Leases with an
initial term of twelve months or less are not recorded on the balance sheet.
The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a
single lease component, thus causing all fixed payments to be capitalized.
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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 quantitative goodwill impairment testing
described in the FASB's Accounting Standards Update No. (“ASU”) Topic 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
quantitative 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 quantitative impairment test.
The Company reviews goodwill and other intangibles that have indefinite lives for impairment annually as of October 1st or when events or changes in
circumstances indicate the carrying value of these assets might exceed their current fair values. For goodwill, impairment testing is based upon the best
information available using a combination of the discounted cash flow method, a form of the income approach, and the guideline public company method,
a form of 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. For the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies and
related valuation multiples used in the market analysis.
Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially
impact its reported financial results. In addition, sustained declines in the Company's stock price and related market capitalization could impact key
assumptions in the overall estimated fair values of its reporting units and could result in non-cash impairment charges that could be material to the
Company's consolidated balance sheet or results of operations. Should the carrying value of a reporting unit be in excess of the estimated fair value of that
reporting unit, an impairment charge will be recorded to reduce the reporting unit to fair value. 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 relief from
royalty model or other valuation models. The significant assumptions used in the relief from royalty model are future net sales for the related brands,
royalty rates and the cost of capital to determine the fair value of the indefinite lived intangibles.
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 relief from royalty 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 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 carrying amount of the asset is not recoverable, the impairment to be
recognized is measured by the amount by which the carrying amount of each long-lived asset exceeds the fair value of the asset.
Revenue recognition
The Company sells products wholesale, to retailers and distributors, and sells products retail, directly to consumers. Wholesale sales and retail sales are
recognized at the point in time the customer obtains control of the products in an amount that reflects the consideration the Company expects to be entitled
to in exchange for those products. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the
customer, the customer must have the significant risks and rewards of ownership, and where acceptance is not a formality, the customer must have accepted
the product or service. The Company’s principal terms of sale are Free on Board ("FOB") Shipping Point, or equivalent, and, as such, the Company
primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB Shipping Point
are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer
obligations. 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.
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The Company offers various sales incentives and promotional programs to its wholesale 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 represent forms of variable consideration, and an estimate of sales returns are reflected as reductions in net sales in the Company’s
consolidated statements of operations. These estimates are based on historical experience and other known factors or as the most likely amount in a range
of possible outcomes. On a quarterly basis, variable consideration is assessed on a portfolio approach in estimating the extent to which the components of
variable consideration are constrained.
Payment terms vary by customer, but generally range from 30 to 90 days or at the point of sale for the Company’s retail direct sales. As a result of the
COVID-19 pandemic, beginning in the first quarter of 2020 and lasting through the fourth quarter of 2020, many of the Company's customers that operate
retail locations temporarily closed their stores voluntarily or as mandated by government stay at home orders. In response to these closings, the affected
customers have requested extended payment terms. The Company has been working with these customers to address their temporary extended payment
requests.
The Company incurs certain direct incremental costs to obtain contracts with customers, such as sales-related commissions, where the recognition period
for the related revenue is less than one year. These costs are expensed as incurred and recorded within selling, general and administrative expenses in the
consolidated statement of operations. Incidental items that are immaterial in the context of the contract are expensed as incurred.
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.
In 2019, the Company implemented programs to improve the productivity of its inventory and simplify its U.S. business. In connection therewith, it
initiated a stock keeping unit rationalization (“SKU Rationalization”) initiative to identify inventory to discontinue from active status, consistent with the
objectives of these programs. During the year ended December 31, 2019, the Company recorded an $8.5 million charge to cost of sales associated with the
SKU Rationalization initiative. The inventory charge, which was recognized in cost of sales during the three months ended June 30, 2019, represented
approximately 8% of the Company's consolidated inventory at June 30, 2019.
Prior to January 1, 2019, depreciation associated with certain tooling used to produce products was recorded in selling, general and administrative expenses
in the consolidated statement of operations. The amount recorded in cost of sales for the year ended December 31, 2020 and 2019 was $1.0 million and
$1.4 million, respectively. The impact on the comparative periods presented is immaterial and therefore, the comparative periods have not been adjusted to
reflect this change in accounting policy.
Share-based compensation
The Company accounts for its share-based compensation arrangements in accordance with ASC Topic 718, Compensation: Stock-based 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, as determined by the Compensation Committee of the Board of Directors, by the end of the performance period.
Compensation expense for performance awards is recognized over the vesting period and will vary based on remeasurement during the performance period.
If achievement of the performance metrics is 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.
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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
communication date for severance. Charges associated with lease terminations, related to restructuring activities, are recognized at the effective date of the
lease modification.
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.
Income taxes
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.
Derivatives
The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging. ASC 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 until the hedged item is recognized in
earnings. The change in the fair value of hedges are included in accumulated other comprehensive income (loss) and is subsequently recognized in the
Company’s consolidated statements of operations to mirror the location of the hedged items impacting earnings. Changes in fair value of derivatives that do
not qualify as hedging instruments for accounting purposes are recorded in the consolidated statements of 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).
The Company may enter into foreign exchange derivative contracts to hedge the volatility of exchange rates related to a portion of its international
inventory purchases. Realized gains and losses from designated foreign currency derivative contracts are recognized in cost of sales as the hedged
inventory purchases are sold. Unrealized gains and losses from foreign currency transactions on the fair value of foreign exchange contracts designated as
hedges are recorded as a component of accumulated other comprehensive income (loss).
Realized and unrealized gains and losses from non-designated foreign currency hedges are recognized in selling, general and administrative expenses in the
consolidated statements of operations.
Commitments and Contingencies
The Company is subject to various claims and contingencies related to lawsuits, certain taxes and environmental matters, as well as commitments under
contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and
estimable.
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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 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, 2020 and 2019, the Company had cash and cash equivalents of $36.0 million and $11.4 million, respectively, and working capital of
$241.2 million at December 31, 2020, compared to $221.8 million at December 31, 2019. The current ratio (current assets to current liabilities) was 2.3 to
1.0 at December 31, 2020, compared to 3.1 to 1.0 at December 31, 2019. The increase in working capital was driven by higher sales and increased
inventory levels compared to the prior year. The decrease in the current ratio was primarily due to an increase in accounts payable due to timing of
inventory purchases and an increase in the estimated excess cash flow principal payment related to the Company's debt agreement.
At December 31, 2020, borrowings under the Company’s ABL Agreement were $27.3 million and $262.6 million was outstanding under the Term Loan.
At December 31, 2019, borrowings under the Company’s ABL Agreement were $32.8 million and $270.2 million was outstanding under the Term Loan.
The Company believes that availability under the revolving credit facility under its ABL 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. Some of the Company’s customers may be adversely and materially affected by the COVID-19
pandemic.
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. In 2020, the Company's inventory levels did not significantly decrease during the fourth quarter. The higher inventory
levels at December 31, 2020 were a result of increased inventory purchases to meet higher expected demand in 2021. 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 or 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, 2020 inventory turnover was 3.1 times,
or 117 days, as compared to 2.9 times, or 128 days, for the three months ended December 31, 2019. The improvement was a result of an increase in
consumer demand for certain products beginning in the second quarter of 2020.
Credit Facilities
The Company’s credit agreement (the “ABL Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), includes a senior secured asset-based
revolving credit facility in the maximum aggregate principal amount of $150.0 million, which facility will mature on March 2, 2023, and a loan agreement
(the “Term Loan” and together with the ABL Agreement, the “Debt Agreements”) provides for a senior secured term loan credit facility in the original
principal amount of $275.0 million, which matures on February 28, 2025. The Term Loan facility will be repaid in quarterly payments, which commenced
June 30, 2018, of principal equal to 0.25% of the original aggregate principal amount of the Term Loan facility. The Term Loan requires the Company to
make an annual prepayment of principal based upon excess cash flow (the “Excess Cash Flow”), if any. This estimated amount is recorded in the current
maturity of term loan on the consolidated balance sheets. Per the Debt Agreements, when the Company makes an Excess Cash Flow payment, the payment
is first applied to satisfy the future quarterly required payments in order of maturity. The maximum borrowing amount under the ABL Agreement may be
increased to up to $200.0 million if certain conditions are met. One or more tranches of Incremental Facilities may be added under the Term Loan 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 Term Loan, is no greater than 3.75 to 1.00 subject to certain
limitations and for the period defined pursuant to the Term Loan.
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As of December 31, 2020 and 2019, the total availability under the ABL Agreement were as follows (in thousands):
Maximum aggregate principal allowed
Outstanding borrowings under the ABL Agreement
Standby letters of credit
Total availability under the ABL agreement
December 31, 2020
December 31, 2019
$
$
150,000
(27,302)
(2,698)
120,000
$
$
150,000
(32,822)
(2,288)
114,890
Availability under the ABL Agreement depends on the valuation of certain current assets comprising the borrowing base. Due to the seasonality of the
Company’s business, 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 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 current and non-current portions of the Company’s Term Loan facility included in the consolidated balance sheets are presented as follows (in
thousands):
December 31, 2020
December 31, 2019
Current portion of Term Loan facility:
Term Loan facility payment
Estimated Excess Cash Flow principal payment
Estimated unamortized debt issuance costs
Total Current portion of Term Loan facility
Non-current portion of Term Loan facility:
Term Loan facility, net of current portion
Estimated unamortized debt issuance costs
Total Non-current portion of Term Loan facility
$
$
$
$
— $
19,120
(1,463)
17,657 $
243,485 $
(4,508)
238,977 $
2,750
7,145
(1,482)
8,413
260,293
(6,012)
254,281
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 Agreement are also direct obligations of its foreign subsidiary borrowers designated as such
under the ABL 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
Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under the Term Loan and (2) a first-priority lien, subject to certain
permitted liens, with respect to certain assets of the Company and its domestic subsidiaries (the “Term Loan Collateral”) pledged as collateral in favor of
lenders under the Term Loan and a second-priority lien in the Term Loan Collateral in favor of the lenders under the ABL Agreement.
Borrowings under the revolving credit facility bear interest, at the Company’s option, at one of the following rates: (i) an alternate base rate, defined, for
any day, as the greater of the prime rate, a federal funds and overnight bank funding 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 Agreement. The interest rate on outstanding borrowings under the ABL Agreement at December 31, 2020 was 1.52%.
In addition, the Company paid a commitment fee that ranged from 0.250% to 0.375% on the unused portion of the ABL Agreement during the year ended
December 31, 2020.
The Term Loan facility bears interest, at the Company’s option, at one of the following rates: (i) an alternate base rate, defined, for any day, as the greater of
the prime rate, a federal funds and overnight bank funding based rate plus 0.50% or one-month LIBOR plus 1.0%, plus a margin of 2.50% or (ii) LIBOR
plus a margin of 3.50%. The interest rate on outstanding borrowings under the Term Loan at December 31, 2020 was 4.5%.
46
Table of Contents
The debt agreements provide 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 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 Agreement is less than the greater of $15.0
million or 10% of the aggregate commitment under the ABL Agreement at any time and (b) ending on the day after such availability has exceeded the
greater of $15.0 million or 10% of the aggregate commitment under the ABL 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 covenants of the Debt Agreements at December 31, 2020. The Company expects that it will continue to borrow
and repay funds, subject to availability, under the ABL Agreement based on working capital and other corporate needs.
Covenant Calculations
Consolidated adjusted EBITDA (a non-GAAP financial measure), which is defined in the Company’s Debt Agreements, is used in the calculation of the
Fixed Charge Coverage Ratio, Secured Net Leverage Ratio, Total Leverage Ratio and Total Net Leverage Ratio, which are required to be provided to the
Company’s lenders pursuant to its Debt Agreements.
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, 2020
(in thousands)
$
$
32,458
29,228
12,388
3,252
77,326
Three months ended December 31, 2020
Three months ended September 30, 2020
Three months ended June 30, 2020
Three months ended March 31, 2020
Consolidated adjusted EBITDA
Non-GAAP financial measure
Consolidated adjusted EBITDA is a non-GAAP financial measure within the meaning of Regulation G and Item 10(e) of Regulation S-K, each
promulgated by the Securities and Exchange Commission. 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, as discussed above, is also one of the measures used to calculate financial covenants required to be provided
to the Company’s lenders pursuant to its Debt Agreements.
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.
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Table of Contents
The following is a reconciliation of net (loss) income as reported to consolidated adjusted EBITDA for the years ended December 31, 2020 and 2019 and
each fiscal quarter of 2020 and 2019:
Three Months Ended
Year Ended
Net (loss) income as reported
Subtract out:
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
December 31, 2020
$
(28,164) $
(3,977)
13,913 $
15,221 $
(3,007)
(in thousands)
Undistributed equity (earnings) losses, net
(339)
848
(147)
(1,620)
Add back:
Income tax (benefit) provision
Interest expense
Depreciation and amortization
Mark to market loss (gain) on interest rate derivatives
Goodwill and other impairments
Stock compensation expense
Acquisition related expenses
Restructuring expenses (benefit)
Warehouse relocation expenses
Consolidated adjusted EBITDA
$
(3,729)
4,736
6,234
2,251
20,100
1,326
47
—
790
3,252 $
3,031
4,230
6,061
164
—
1,420
55
253
303
12,388 $
3,711
4,128
6,090
(99)
—
1,575
57
—
—
29,228 $
6,853
4,183
6,279
(172)
—
1,630
126
(42)
—
32,458 $
(1,258)
9,866
17,277
24,664
2,144
20,100
5,951
285
211
1,093
77,326
Consolidated adjusted EBITDA is a non-GAAP financial measure which is defined in the Company’s debt agreements. Consolidated adjusted EBITDA is
defined as net income (loss), adjusted to exclude undistributed equity in (earnings) losses, income tax (benefit) provision, interest expense, depreciation and
amortization, mark to market loss (gain) on interest rate derivatives, goodwill and other impairments, stock compensation expense, and other items detailed
in the table above that are consistent with exclusions permitted by our debt agreements.
Net loss as reported
Subtract out:
March 31, 2019
June 30, 2019
September 30, 2019
(in thousands)
December 31, 2019
Three Months Ended
Year Ended
December 31, 2019
$
(4,867) $
(11,513) $
(13,519) $
(14,516) $
(44,415)
Undistributed equity losses (earnings), net
116
69
Add back:
Income tax (benefit) provision
Interest expense
Depreciation and amortization, net
Mark to market loss (gain) on interest rate
derivatives
Impairment of goodwill
Stock compensation expense
SKU Rationalization
Acquisition and divestment related expenses
Restructuring expenses
Integration charges
Warehouse relocation expenses
Consolidated adjusted EBITDA, before limitation
(1)
(1)
(1)
(1)
Permitted non-recurring charge limitation
Consolidated adjusted EBITDA
(1)
(2,458)
4,922
6,359
(5,795)
5,044
6,290
(350)
—
1,193
8,500
—
173
695
—
4,306 $
—
—
907
—
151
608
174
215
6,127 $
48
$
210
15,066
5,539
6,122
(367)
9,748
1,505
—
—
338
235
881
25,758 $
(738)
(5,704)
5,275
6,344
315
33,242
1,436
—
55
316
159
1,689
27,873 $
$
$
(343)
1,109
20,780
25,115
(402)
42,990
5,041
8,500
206
1,435
1,263
2,785
64,064
(8,929)
55,135
Table of Contents
(1)
Permitted non-recurring charges include restructuring expenses, integration charges, warehouse relocation costs, and SKU Rationalization. These are
permitted exclusions from the Company’s consolidated adjusted EBITDA, subject to limitations, pursuant to the Company’s Debt Agreements.
Capital expenditures
Capital expenditures for the year ended December 31, 2020 were $2.1 million.
Derivatives
Interest Rate Swap Agreements
The Company's net total outstanding notional value of interest rate swaps was $100 million at December 31, 2020.
The Company designated a portion of these interest rate swaps as cash flow hedges of the Company’s exposure to the variability of the payment of interest
on a portion of its Term Loan borrowings. The hedge periods of these agreements commenced in April 2018 and expire in March 2023. The original
notional values are reduced over these periods. The aggregate notional value was $75.0 million at December 31, 2020.
In June 2019, the Company entered into additional interest rate swap agreements, with an aggregate notional value of $25.0 million at December 31, 2020.
These non-designated interest rate swaps serve as cash flow hedges of the Company’s exposure to the variability of the payment of interest on a portion of
its Term Loan borrowings and expire in February 2025.
Foreign Exchange Contracts
The Company is a party from time to time 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. Fluctuations in the value of certain foreign currencies as
compared to the USD may positively or negatively affect the Company’s revenues, gross margins, operating expenses, and retained earnings, all of which
are expressed in USD. Where the Company deems it prudent, the Company engages in hedging programs using foreign currency forward contracts aimed
at limiting the impact of foreign currency exchange rate fluctuations on earnings. The Company purchases short-term (i.e., 12 months or less) foreign
currency forward contracts to protect against currency exchange risks associated with the payment of merchandise purchases to foreign suppliers. The
Company does not hedge the translation of foreign currency profits into USD, as the Company regards this as an accounting exposure rather than an
economic exposure. The Company's foreign exchange contracts, that had been designed as hedges in order to apply hedge accounting, matured in April
2020. At December 31, 2020, the Company had no outstanding foreign exchange contracts. The aggregate gross notional values of foreign exchange
contracts at December 31, 2019 was $7.3 million.
The Company is exposed to market risks, as well as changes in foreign currency exchange rates, as measured against the USD and each other, and changes
to credit risk of derivative counterparties. The Company attempts to minimize these risks by primarily using foreign currency forward contracts and by
maintaining counterparty credit limits. These hedging activities provide only limited protection against currency exchange and credit risk. Factors that
could influence the effectiveness of the Company’s hedging programs include currency markets and availability of hedging instruments and liquidity of the
credit markets. All foreign currency forward contracts that the Company enters into are components of hedging programs and are entered into for the sole
purpose of hedging an existing or anticipated currency exposure. The Company does not enter into such contracts for speculative purposes and, as of
December 31, 2020, the Company does not have any foreign currency forward contract derivatives that are not designated as hedges. These foreign
exchange contracts have been designated as hedges in to order to apply hedge accounting.
Dividends
Date declared
Dividends were declared in 2020 and 2019 as follows:
Dividend per share
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
March 12, 2019
June 27, 2019
August 6, 2019
November 7, 2019
March 10, 2020
June 25, 2020
August 4, 2020
November 3, 2020
Date of record
Payment date
May 1, 2019
August 1, 2019
November 1, 2019
January 31, 2020
November 16, 2020
August 3, 2020
November 2, 2020
January 29, 2021
49
May 15, 2019
August 15, 2019
November 15, 2019
February 14, 2020
December 16, 2020
August 17, 2020
November 16, 2020
February 12, 2021
Table of Contents
On March 9, 2021, the Board of Directors declared a quarterly dividend of $0.0425 per share payable on May 17, 2021 to shareholders of record on May 3,
2021.
Cash provided by operating activities
Net cash provided by operating activities was $44.8 million in 2020, compared to $29.9 million in 2019 and $19.2 million in 2018. The increase from 2020
compared to 2019 was attributable to an increase in net income, most significantly before goodwill impairment, partially offset by an increase in working
capital primarily attributable to the timing of collections related to accounts receivables. The change from 2019 compared to 2018 was primarily
attributable to timing of collections related to accounts receivables.
Cash used in investing activities
Net cash used in investing activities was $2.1 million in 2020, compared to $9.2 million in 2019 and $224.2 million in 2018. The change in 2020 as
compared to the corresponding 2019 period was primarily attributable to higher capital expenditures in the 2019 period resulting from the Company's U.K.
reorganization and warehouse consolidation efforts. The 2018 investing activity includes the cash consideration paid for the acquisition of Filament and
capital expenditures related to the Company’s relocation of its west coast distribution facility.
Cash (used in) provided by financing activities
Net cash (used in) provided by financing activities was $(18.2) million in 2020 compared to $(16.9) million in 2019 and $205.3 million in 2018. During
2020 and 2019, the Company utilized cash generated to repay a portion of its outstanding debt related to its Term Loan and credit facility. In 2018, the
change in financing activities was attributable to the new Debt Agreements entered into in order to finance the acquisition of Filament in 2018.
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CONTRACTUAL OBLIGATIONS
As of December 31, 2020, the Company’s contractual obligations were as follows (in thousands):
Operating leases
Finance leases
Short-term debt
Long-term debt
Interest on debt
Minimum royalty payments
Post-retirement benefits
Total
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
Payment due by period
$
$
146,290 $
203
19,120
270,787
38,876
26,771
7,963
510,010 $
18,112 $
127
19,120
—
13,783
10,045
431
61,618 $
36,375 $
62
—
27,302
24,571
10,800
929
100,039 $
35,688 $
14
—
243,485
522
683
852
281,244 $
56,115
—
—
—
—
5,243
5,751
67,109
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 U.K., 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, 2020, approximately 10% of the Company’s net sales revenue was in foreign
currencies, compared to 11% for the year ended December 31, 2019. These sales were primarily denominated in U.K. 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 $1.6 million increase in SG&A expenses.
The Company is a party from time to time 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. Fluctuations in the value of certain foreign currencies as
compared to the USD may positively or negatively affect the Company’s revenues, gross margins, operating expenses, and retained earnings, all of which
are expressed in USD. Where the Company deems it prudent, the Company engages in hedging programs using foreign currency forward contracts aimed
at limiting the impact of foreign currency exchange rate fluctuations on earnings. The Company purchases short-term (i.e., 12 months or less) foreign
currency forward contracts to protect against currency exchange risks associated with the payment of merchandise purchases to foreign suppliers. The
Company does not hedge the translation of foreign currency profits into USD, as the Company regards this as an accounting exposure rather than an
economic exposure. The Company's foreign exchange contracts, that had been designed as hedges in order to apply hedge accounting, matured in April
2020. At December 31, 2020, the Company had no outstanding foreign exchange contracts. The aggregate gross notional values of foreign exchange
contracts at December 31, 2019 was $7.3 million.
The Company’s ABL Agreement and Term Loan bear interest at variable rates. The Credit Agreement provides for interest rates linked to one of the
LIBOR, the Prime Rate or the Federal Funds Rate; therefore, the Company is subject to increases and decreases in interest expense resulting from
fluctuations in interest rates. The Company entered into interest rate swap agreement in April 2018 to manage interest rate exposure in connection with its
variable interest rate borrowings with an aggregate notional value of $75.0 million at December 31, 2020. In June 2019, the Company entered into
additional interest rate swap agreements, with an aggregate notional value of $25.0 million at December 31, 2020. As of December 31, 2020,
approximately $189.9 million of the Company’s debt carries a variable rate of interest, as compared to $178.0 million at December 31, 2019. The
remainder of the debt at December 31, 2020 (approximately $100.0 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 $2.8
million over a
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Table of Contents
twelve month period. The sensitivity analysis above assumes interest rate changes are instantaneous and parallel shifts in the yield curve occur.
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.
Item 8. Financial Statements and Supplementary Data
The Company’s consolidated financial statements as of and for the year ended December 31, 2020 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, 2020. 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:
Net sales
Gross margin
(Loss) income from operations
Net (loss) income
Basic (loss) income per common share
Diluted (loss) income per common share
Net sales
Gross margin
(Loss) income from operations
Net loss
Basic loss per common share
Diluted loss per common share
$
$
First
quarter
Year ended December 31, 2020
Second
quarter
Third
quarter
(in thousands, except per share data)
145,070 $
52,934
(25,245)
(28,164)
(1.36)
(1.36)
150,140 $
54,168
4,296
(3,977)
(0.19)
(0.19)
224,750 $
78,792
21,506
13,913
0.66
0.65
First
quarter
Year ended December 31, 2019
Second
quarter
Third
quarter
(in thousands, except per share data)
149,926 $
54,321
(2,287)
(4,867)
(0.24)
(0.24)
142,536 $
44,019
(12,545)
(11,513)
(0.56)
(0.56)
215,502 $
72,941
6,929
(13,519)
(0.66)
(0.66)
Fourth
quarter
249,209
88,104
24,413
15,221
0.73
0.70
Fourth
quarter
226,938
83,910
(15,492)
(14,516)
(0.70)
(0.70)
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, 2020, that the Company’s controls and procedures
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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
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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, 2020. 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 principal 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 acquisitions 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, 2020 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, 2020
was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an
independent registered public accounting firm, as stated in their report.
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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 and subsidiaries internal control over financial reporting as of December 31, 2020, 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. and subsidiaries (the Company) maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020
consolidated financial statements of the Company and our report dated March 10, 2021 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, New York
March 10, 2021
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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 2021 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)
(b)
See Financial Statements and Financial Statement Schedule on page F-1.
Exhibits:
Exhibit Index
No.
Description
2.1
3.1
3.2
3.3
4.1
10.1
10.2
10.3
10.4
10.5
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, LLC, Taylor Holdco, LLC, and CP Taylor GP, LLC. (incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed on December 29, 2017) Holdco, LLC, and CP Taylor GP, LLC. (incorporated by reference to Exhibit
2.1 to the Company’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 Company’s Annual Report
on Form 10-K for the year ended December 31, 2005)
Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to
the Company’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 Company’s Current Report on Form 8-
K filed on December 8, 2016)
Description of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated
by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)
License Agreement dated December 14, 1989 between the Company and Farberware, Inc. (incorporated by reference to the Company’s
registration statement No. 33-40154 on Form S-1)(P)
Fourth Amended and Restated Employment Agreement, dated as of June 27, 2019, between the Company and Jeffrey Siegel
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 28, 2019)*
First Amendment to the Fourth Amended and Restated Employment Agreement, dated as of October 11, 2019, between the Company
and Jeffrey Siegel (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed October 15, 2019)*
Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Daniel Siegel, effective
April 13, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2020)
Lease Agreement, dated as of May 10, 2006, between AG Metropolitan Endo, L.L.C and the Company for the property located at 1000
Stewart Avenue in Garden City, New York (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
filed May 15, 2006)
55
Table of Contents
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
First Amendment to the Lease Agreement, dated as of September 26, 2006, between AG Metropolitan Endo, L.L.C and the Company for
the property located at 1000 Stewart Avenue in Garden City, New York (incorporated by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
Amended and Restated 2000 Long-Term Incentive Plan, dated June 28, 2018 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed June 29, 2018)*
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 Company’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 Company’s Quarterly Report on Form 10-Q filed August 10, 2015)*
Amended and Restated 2000 Incentive Bonus Compensation Plan, effective as of June 22, 2017 (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed June 23, 2017)*
Amended and Restated 2000 Incentive Bonus Compensation Plan, effective as of June 25, 2020 (filed as Appendix B to the Registrant's
Definitive Proxy Statement on Schedule 14A, filed on April 29, 2020 and incorporated by reference herein)
Amended and Restated Employment Agreement, dated September 10, 2015, between the Company and Laurence Winoker (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 16, 2015)*
Amendment to the Amended and Restated Employment Agreement, dated November 8, 2017, between the Company and Laurence
Winoker (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2017)*
Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Laurence Winoker,
effective April 13, 2020 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020)
Amendment No. 1 dated September 5, 2007 to the Shares Subscription Agreement by and among the Company, Ekco, S.A.B. and Mr.
José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando (incorporated by reference to Exhibit 10.17 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008)
Shares Subscription Agreement by and among the Company, 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 Company’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 the Company, Ekco, S.A.B. and Mr.
José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando (incorporated by reference to Exhibit 10.17 to the Company’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 the Company, Ekco, S.A.B. and Mr.
José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando (incorporated by reference to Exhibit 10.21 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008)
Asset Purchase Agreement between Mikasa, Inc. and the Company, dated as of June 6, 2008 (incorporated by reference to Exhibit 99.1
to the Company’s Form 10-Q for the quarter ended June 30, 2008)
Share Purchase Agreement, dated November 4, 2011, by and among the Company and Creative Tops Holding Limited and Creative Tops
Far East Limited (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed November 8, 2011)
Senior Secured Credit Agreement, dated as of July 27, 2012, by and among the Company, 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 Company’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, by and among the Company, 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 Company’s Current Report on Form 8-K filed June 27, 2013)
56
Table of Contents
10.23
10.24
10.25
10.26
10.27
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
Amendment No. 2 to the Senior Secured Credit Agreement, dated as of June 21, 2013, by and among the Company, 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 Company’s Current Report on Form 8-K filed June 27, 2013)
Share Purchase Agreement relating to Thomas Plant (Birmingham) Limited, dated January 15, 2014, by and among the Company and
Andrew Plant, Richard Plant, Peter Bushell, and Sally Wright (incorporated by reference to Exhibit 99.2 to the Company’s Current
Report on Form 8-K filed January 17, 2014)
Deed of Variation and Settlement, dated April 1, 2015, by and among the Company and Andrew Plant, Richard Plant, Peter Bushell, and
Sally Wright (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 8, 2015)
Employment Agreement, dated as of November 8, 2017, between the Company and Daniel Siegel (incorporated by reference to Exhibit
10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)*
Amendment to the Employment Agreement, dated as of October 11, 2019, between the Company and Daniel Siegel (incorporated by
reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed October 15, 2019)*
Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Daniel Siegel, effective
April 13, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2020)
Second Amendment, dated February 1, 2021, to the Employment Agreement, dated as of November 8, 2017, by and between Lifetime
Brands, Inc. and Daniel Siegel (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February
1, 2021)
Form of Amended and Restated Director’s and Officer’s Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed January 28, 2016)
Receivables Purchase Agreement, dated as of September 30, 2016 by and among the Company, 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 Company’s Current Report on Form 8-K filed October 4, 2016)
Lease Agreement (Single Tenant Facility), 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 Company’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, LLC, and Jeffrey Siegel, Ronald Shiftan, Daniel Siegel
and Clifford Siegel (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 29, 2017)
Employment Agreement, dated as of December 22, 2017, between the Company and Robert B. Kay (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 29, 2017)*
Amendment to the Employment Agreement, dated as of October 11, 2019, between the Company and Robert B. Kay (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 15, 2019)*
Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Robert B. Kay, effective
April 13, 2020
Second Amendment, dated February 1, 2021, to the Employment Agreement, dated as of December 22, 2017, by and between Lifetime
Brands, Inc. and Robert Kay (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 1,
2021)
Stockholders Agreement, dated as of March 2, 2018, between the Company and Taylor Parent, LLC (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 6, 2018)
Amendment to Stockholders Agreement, dated as of October 11, 2019, between the Company and Taylor Parent, LLC (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 15, 2019)
Letter Agreement and Joinder, dated as of November 9, 2018, by and among the Company, Taylor Parent, LLC and Centre Capital
Investors V, LP. (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed November 15, 2018)
57
Table of Contents
10.41
10.42
10.43
21.1
23.1
23.2
31.1
31.2
32.1
99.1
Credit Agreement, dated as of March 2, 2018, by and among the Company, 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 Company’s Current Report on Form 8-K filed March 6, 2018)
Loan Agreement, dated as of March 2, 2018, by and among the Company, 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 Company’s Current Report on Form 8-K filed March 6, 2018)
Amendment No.1 to the Receivables Purchase Agreement, dated as of October 9, 2020 by and among the Company, 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
Subsidiaries of the Company
Consent of Ernst & Young LLP
Consent of Castillo Miranda Y Compania, S.C.
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 the consolidated financial statements of Grupo Vasconia, S.A.B. (formerly Ekco,
S.A.B.)
101.INS
Inline XBRL Instance Document (the instance document does not appear in the interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
104
Inline XBRL Taxonomy Extension Presentation Linkbase Document
The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL
Notes to exhibits:
(*) Compensatory plans in which the directors and executive officers of the Company participate.
(**) Furnished, not filed.
58
Table of Contents
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 10, 2021
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/ Laurence Winoker
Laurence Winoker
/s/ Jeffrey Siegel
Jeffrey Siegel
/s/ Rachael Jarosh
Rachael Jarosh
/s/ John Koegel
John Koegel
/s/ Cherrie Nanninga
Cherrie Nanninga
/s/ Craig Phillips
Craig Phillips
/s/ Veronique Gabai-Pinsky
Veronique Gabai-Pinsky
/s/ Bruce Pollack
Bruce Pollack
/s/ Michael J. Regan
Michael J. Regan
/s/ Michael Schnabel
Michael Schnabel
Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President – Finance,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
Executive Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
Director
Director
59
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
Table of Contents
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, 2020 and 2019
Consolidated Statements of Operations for the Years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2020, 2019, and 2018
Consolidated Statements of Cash Flows for the Years ended December 31, 2020, 2019, and 2018
Notes to Consolidated Financial Statements
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
F-2
F-5
F-6
F-7
F-8
F-9
F-10
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
Table of Contents
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. (and subsidiaries) (the Company) as of December 31, 2020 and
2019, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2020, 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 $20.0 million and $21.3 million as of
December 31, 2020 and 2019, respectively, and the Company’s equity in the net income of Grupo Vasconia, S.A.B. and Subsidiaries is stated at
$1.5 million in 2020, $0.5 million in 2019 and $0.9 million in 2018. Those statements were audited by other auditors whose reports have 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 reports 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, 2020, 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 10, 2021 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 and the reports of other auditors provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.
F-2
Table of Contents
Description of the Matter
Valuation of Goodwill and Trade names
At December 31, 2020, the Company’s intangible assets consist of goodwill in the U.S. reporting unit with a carrying value
of $30.3 million and two indefinite-lived trade names in the U.S. reportable segment with an aggregated carrying value of
$49.6 million. As discussed in Note 7 of the audited consolidated financial statements, the Company tests goodwill and
indefinite-lived trade names for impairment at least annually, or more frequently when events or changes in circumstances
indicate that the carrying value of these assets may not be recoverable. An impairment loss is recognized when the fair
value of goodwill or the indefinite-lived trade names is less than its carrying amount. During the current year, the Company
recognized a goodwill impairment charges of $19.1 million in the U.S. reporting unit and $1.0 million of an indefinite-lived
trade name in the U.S. reportable segment.
Auditing management’s annual and interim goodwill and indefinite-lived trade names impairment tests was complex as
valuation of the reporting unit and indefinite-lived trade names involves considerable management judgment and
estimation. For goodwill, the Company estimated the fair value of the reporting unit using a combination of the discounted
cash flow method, a form of the income approach, and the guideline public company method, a form of the market
approach. The discounted cash flow method is largely dependent upon estimates made by management with respect to
significant assumptions, including projected net sales, projected earnings before interest, tax, depreciation and amortization
(“EBITDA”), terminal growth rates, and the cost of capital For the guideline public company method, the significant
assumptions related to the selection of the appropriate guideline companies and related valuation multiples used in the
analysis. For indefinite-lived trade names, significant assumptions used in management’s fair value analysis included future
net sales for the related brands, royalty rates, and the cost of capital. These assumptions are forward-looking. Changes in
market, industry and company-specific conditions could materially impact the determination of the fair value of these assets
and the measurement of the impairments.
How We Addressed the Matter
in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s
valuation of goodwill and indefinite-lived trade names. This included testing management’s review controls relating to the
Company’s valuation models and significant assumptions, described above.
As part of our audit, we assessed the methodologies and significant assumptions used for the purposes of performing the
impairment tests, among other procedures. We evaluated our historical experience with management’s effort in producing
accurate projections of revenue growth and profitability by comparing its historical projections to the Company’s actual
performance. We tested the significant assumptions discussed above, as well as the completeness and accuracy of the
underlying data used in the valuations. We assessed the appropriateness of the Company’s projections by comparing them to
general and sector-specific market expectations. We engaged our valuation specialists to assess the reasonableness of the
cost of capital, the valuation models and significant assumptions used in the valuation of the U.S. reporting unit and the
indefinite-lived trade names. In order to reflect the uncertainty inherent in the projections, we inspected the sensitivity
analyses performed by the Company and performed our own sensitivity analyses by increasing or decreasing the significant
assumptions and evaluated the potential outcome for the U.S. reporting unit and the indefinite-lived trade names in the U.S.
reportable segment. For the guideline public company method, we evaluated the reasonableness of the selected guideline
public companies and the resulting market multiples calculation. In addition, we tested the reconciliation of the fair value of
the reporting units developed by management to the stock market capitalization of the Company as of the valuation date and
evaluated the implied control premium for reasonableness.
F-3
Table of Contents
Description of the Matter
How We Addressed the
Matter in Our Audit
Estimation of Variable Consideration
For the year ended December 31, 2020, the Company reported net sales of $769.2 million. As described in Note 2 of the
audited consolidated financial statements, the Company offers various sales incentives and promotional programs to its
customers in the normal course of business. These sales incentives and promotional spending, typically including
cooperative advertising, buydowns, volume discounts and discounts, represent variable consideration and are reflected as
reductions in net sales in the Company’s consolidated statements of operations. While a majority of the sales incentives and
promotions are contractually agreed upon with the Company’s customers, certain discounts require the Company to
estimate the sales incentive and promotions based on historical experience and other known factors or as the most likely
amount in a range of possible outcomes.
Auditing the Company’s measurement of the variable consideration associated with discounts is challenging because the
calculation involves subjective estimates of future price concessions, number of units sold by distributors and product
returns. Changes in these assumptions can have a material effect on the amount of net sales recognized.
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over
the estimation of variable consideration. Among others, we tested management’s review controls over the determination of
significant assumptions used in estimating the variable consideration. We also tested controls over management’s review of
the completeness and accuracy of the underlying data used in the analysis.
Among other procedures, we inspected the sales contracts and communications between the sales department and customers
that were used to support the estimation of the variable consideration. For a sample of transactions, we performed detailed
transactional testing of customer deductions to validate the timing and amount of the sales allowances recorded. We
performed corroborative inquiries of sales division executives to evaluate the ongoing sales promotions and spending needs
at year end. Additionally, we performed retrospective analyses over management’s historical estimates in order to assess the
reasonableness of how the Company measures certain variable consideration discounts.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1984.
Jericho, New York
March 10, 2021
F-4
Table of Contents
ASSETS
CURRENT ASSETS
LIFETIME BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands - except share data)
Cash and cash equivalents
Accounts receivable, less allowances of $17,013 at December 31, 2020 and $9,681 at December 31, 2019
Inventory
Prepaid expenses and other current assets
Income taxes receivable
TOTAL CURRENT ASSETS
PROPERTY AND EQUIPMENT, net
OPERATING LEASE RIGHT-OF-USE ASSETS
INVESTMENTS
INTANGIBLE ASSETS, net
OTHER ASSETS
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Current maturity of term loan
Accounts payable
Accrued expenses
Income taxes payable
Current portion of operating lease liabilities
TOTAL CURRENT LIABILITIES
OTHER LONG-TERM LIABILITIES
INCOME TAXES PAYABLE, LONG-TERM
OPERATING LEASE LIABILITIES
DEFERRED INCOME TAXES
REVOLVING CREDIT FACILITY
TERM LOAN
STOCKHOLDERS’ EQUITY
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, $0.01 par value, shares authorized: 50,000,000 at December 31, 2020 and 2019; shares issued and
outstanding: 21,755,195 at December 31, 2020 and 21,255,660 at December 31, 2019
Paid-in capital
Retained earnings
Accumulated other comprehensive loss
TOTAL STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
See Notes to consolidated financial statements.
F-5
December 31,
2020
2019
35,963 $
170,037
203,164
12,129
—
421,293
23,120
96,543
20,032
244,025
2,468
807,481 $
17,657 $
66,095
80,050
4,788
11,480
180,070
16,483
1,444
102,355
10,714
27,302
238,977
11,370
128,639
173,427
14,140
1,577
329,153
28,168
106,871
21,289
280,471
4,071
770,023
8,413
36,173
52,060
—
10,661
107,307
12,214
1,217
112,180
13,685
32,822
254,281
—
—
218
268,666
424
(39,172)
230,136
807,481 $
213
263,386
7,173
(34,455)
236,317
770,023
$
$
$
$
Table of Contents
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands – except per share data)
Net sales
Cost of sales
Gross margin
Distribution expenses
Selling, general and administrative expenses
Goodwill and other impairments
Restructuring expenses
Income (loss) from operations
Interest expense
Mark to market (loss) gain on interest rate derivatives
Loss on early retirement of debt
Income (loss) before income taxes and equity in earnings
Income tax provision
Equity in earnings, net of taxes
NET LOSS
BASIC LOSS PER COMMON SHARE
DILUTED LOSS PER COMMON SHARE
2020
Year Ended December 31,
2019
2018
$
$
$
$
769,169 $
495,171
273,998
72,845
155,872
20,100
211
24,970
(17,277)
(2,144)
—
5,549
(9,866)
1,310
(3,007) $
(0.14) $
(0.14) $
734,902 $
479,711
255,191
72,543
161,618
42,990
1,435
(23,395)
(20,780)
402
—
(43,773)
(1,109)
467
(44,415) $
(2.16) $
(2.16) $
704,542
448,785
255,757
69,716
162,933
2,205
2,324
18,579
(18,004)
—
(66)
509
(2,889)
660
(1,720)
(0.09)
(0.09)
See Notes to consolidated financial statements.
F-6
Table of Contents
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Net loss
Other comprehensive (loss) income, net of tax:
Translation adjustment
Less: Amount reclassified
Total translation loss
Deferred gains (losses) on cash flow hedges:
Fair value adjustment, net of tax of $(803), $347 and $38
Less: Settlement of cash flow hedges
Total deferred (losses) gains on cash flow hedges
Effect of retirement benefit obligations:
Net (loss) income arising from retirement benefit obligations, net of tax of $(259), $(251)
and $93
Less: amortization of loss included in net loss, net of tax of $52, $34 and $23
Total effects of retirement benefit obligations
Other comprehensive (loss) income, net of tax
Comprehensive loss
(680)
79
(601)
(4,717)
(7,724) $
(601)
51
(550)
161
(44,254) $
$
See Notes to consolidated financial statements.
F-7
2020
Year ended December 31,
2019
2018
$
(3,007) $
(44,415) $
(1,720)
(2,062)
235
(1,827)
(3,273)
984
(2,289)
(292)
—
(292)
1,212
(209)
1,003
(5,906)
—
(5,906)
161
(14)
147
373
95
468
(5,291)
(7,011)
Table of Contents
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common stock
BALANCE AT DECEMBER 31, 2017
Comprehensive (loss) income:
Net loss
Translation adjustment
Derivative fair value adjustment
Effect of retirement benefit obligations
Total comprehensive loss
Restricted shares granted to directors
Net issuance of restricted shares granted to employees
Issuance of 5,593,116 shares of common stock for
acquisition of Filament, net of equity issuance costs
Stock compensation expense
Net exercise of stock options
Shares effectively repurchased for required employee
withholding taxes
Dividends
(1)
BALANCE AT DECEMBER 31, 2018
Comprehensive (loss) income:
Net loss
Translation adjustment
Derivative fair value adjustment
Effect of retirement benefit obligations
Total comprehensive loss
Performance shares issued to employees
Net issuance of restricted shares granted to employees and
directors
Stock compensation expense
Net exercise of stock options
Shares effectively repurchased for required employee
withholding taxes
(1)
Dividends
BALANCE AT DECEMBER 31, 2019
Comprehensive loss:
Net loss
Translation adjustment
Derivative fair value adjustment
Effect of retirement benefit obligations
Total comprehensive loss
Performance shares issued to employees
Net issuance of restricted shares granted to employees and
directors
Stock compensation expense
Net exercise of stock options
Shares effectively repurchased for required employee
withholding taxes
(1)
Dividends
BALANCE AT DECEMBER 31, 2020
Shares
14,903 $
Amount
149 $
Paid-in
capital
178,909 $
Retained
earnings
Accumulated other
comprehensive loss
60,546 $
(29,325) $
Total
210,279
—
—
—
—
46
211
5,593
—
58
—
—
—
—
—
2
56
—
1
—
—
—
—
—
(2)
75,914
4,091
285
(1,720)
—
—
—
—
—
—
—
—
—
(5,906)
147
468
—
—
—
—
—
(1,720)
(5,906)
147
468
(7,011)
—
—
75,970
4,091
286
(47)
—
20,764 $
—
—
208 $
(560)
—
258,637 $
—
(3,562)
55,264 $
—
—
(34,616) $
(560)
(3,562)
279,493
—
—
—
—
67
416
—
53
—
—
—
—
1
4
—
1
—
—
—
—
(1)
(4)
5,021
131
(44,415)
—
—
—
—
—
—
—
(292)
1,003
(550)
—
—
—
(44,415)
(292)
1,003
(550)
(44,254)
—
—
5,021
132
(44)
—
21,256 $
(1)
—
213 $
(398)
—
263,386 $
—
(3,676)
7,173 $
—
—
(34,455) $
(399)
(3,676)
236,317
—
—
—
—
62
525
—
3
—
—
—
—
1
5
—
—
—
—
—
—
(1)
(5)
5,916
27
(3,007)
—
—
—
—
—
—
—
—
(1,827)
(2,289)
(601)
—
—
—
—
(3,007)
(1,827)
(2,289)
(601)
(7,724)
—
—
5,916
27
(91)
—
21,755 $
(1)
—
218 $
(657)
—
268,666 $
—
(3,742)
424 $
—
—
(39,172) $
(658)
(3,742)
230,136
(1)
Cash dividend declared per share of common stock, were $0.17, $0.17 and $0.17 in 2018, 2019 and 2020, respectively.
See Notes to consolidated financial statements.
F-8
Table of Contents
LIFETIME BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
OPERATING ACTIVITIES
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Year ended December 31,
2019
2018
2020
$
(3,007) $
(44,415) $
(1,720)
Depreciation and amortization
Goodwill and other impairments
Amortization of financing costs
Mark to market loss (gain) on interest rate derivatives
Deferred rent
Non-cash lease expense
Provision for doubtful accounts, net of (recoveries)
Deferred income taxes
Stock compensation expense
Undistributed equity (earnings), net of taxes
Loss on early retirement of debt
SKU Rationalization
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
Filament acquisition, net of cash acquired
Net proceeds from sale of property
NET CASH USED IN INVESTING ACTIVITIES
FINANCING ACTIVITIES
Proceeds from revolving credit facility
Repayments of revolving credit facility
Proceeds from Term Loan
Repayments of Term Loan
Proceeds from short term loan
Payments from short term loan
Payment of financing costs
Payment of equity issuance costs
Cash dividends paid
Payments for finance lease obligations
Proceeds from the exercise of stock options
Payments of tax withholding for stock based compensation
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
Effect of foreign exchange on cash
INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of year
CASH AND CASH EQUIVALENTS AT END OF YEAR
$
F-9
See Notes to consolidated financial statements.
24,664
20,100
1,774
2,144
—
2,379
3,291
(1,861)
5,951
(1,258)
—
—
—
(43,760)
(28,979)
1,088
55,721
1,577
4,989
44,813
(2,082)
—
—
(2,082)
25,115
42,990
1,748
(402)
—
1,047
(163)
(1,073)
5,041
(343)
—
8,500
—
(2,096)
(7,455)
(3,855)
5,108
(135)
260
29,872
(9,169)
—
—
(9,169)
129,244
(135,463)
—
(7,583)
—
—
—
—
(3,651)
(152)
27
(658)
(18,236)
98
24,593
11,370
35,963 $
345,494
(355,730)
—
(2,750)
—
—
—
—
(3,571)
(92)
132
(399)
(16,916)
(64)
3,723
7,647
11,370 $
23,329
2,205
1,543
—
57
—
338
2,086
4,135
(545)
66
—
(1,774)
7,682
(13,819)
540
(3,153)
(1,442)
(353)
19,175
(7,902)
(216,527)
249
(224,180)
268,912
(320,767)
275,000
(2,063)
216
(278)
(11,171)
(936)
(3,273)
(77)
286
(561)
205,288
(236)
47
7,600
7,647
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES
Organization and business
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 consumers purchasing 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 (who may resell the Company’s products through their websites) and, to a lesser extent, to
distributors. The Company also sells a limited selection of its products directly to consumers through its own 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 goodwill, 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.
Risk and uncertainties
The Company’s current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could
differ from expectations, which could materially affect the Company’s results of operations and financial position. In particular, a number of estimates have
been and will continue to be affected by the ongoing COVID-19 pandemic. The severity, magnitude and duration, as well as the economic consequences of
the COVID-19 pandemic, are uncertain, rapidly changing and difficult to predict.
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).
The Company may enter into foreign exchange derivative contracts to hedge the volatility of exchange rates related to a portion of its international
inventory purchases. Realized gains and losses from designated foreign currency derivative contracts are recognized in cost of sales as the hedged
inventory purchases are sold. Unrealized gains and losses from foreign currency transactions on the fair value of foreign exchange contracts designated as
hedges are recorded as a component of accumulated other comprehensive income (loss).
Realized and unrealized gains and losses from non-designated foreign currency hedges are recognized in selling, general and administrative expenses in the
consolidated statements of operations.
Foreign currency gains and losses included within selling, general and administrative expenses were a $0.5 million gain in 2020, a $0.1 million gain in
2019, and a $0.5 million loss in 2018.
F-10
Table of Contents
Revenue recognition
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company sells products wholesale, to retailers and distributors, and retail, directly to the consumer. Wholesale sales and retail sales are primarily
recognized at the point in time the customer obtains control of the products, in an amount that reflects the consideration the Company expects to be entitled
to in exchange for those products.
The Company offers various sales incentives and promotional programs to its customers 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 returns are reflected as
reductions of revenue at the time of sale. See NOTE 2 — REVENUE for additional information.
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.
In 2019, the Company implemented programs to improve the productivity of its inventory and simplify its U.S. business. In connection therewith, it
initiated a stock keeping unit rationalization (“SKU Rationalization”) initiative to identify inventory to discontinue from active status, consistent with the
objectives of these programs. During the year ended December 31, 2019, the Company recorded an $8.5 million charge to cost of sales associated with the
SKU Rationalization initiative. The inventory charge, which was recognized in cost of sales during the three months ended June 30, 2019, represented
approximately 8% of the Company's consolidated inventory at June 30, 2019.
Prior to January 1, 2019, depreciation associated with certain tooling used to produce products was recorded in selling, general and administrative expenses
in the consolidated statement of operations. The amount recorded in cost of sales for the year ended December 31, 2020 and 2019 was $1.0 million and
$1.4 million, respectively. The impact on the comparative periods presented is immaterial and therefore, the comparative periods have not been adjusted to
reflect this change in accounting policy.
Distribution expenses
Distribution expenses consist primarily of warehousing expenses and freight-out expenses. Freight-out expenses were $15.4 million, $15.5 million and
$14.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. Handling costs of products sold are included in cost of sales.
Advertising expenses
Advertising expenses are expensed as incurred and are included in selling, general and administrative expenses. Advertising expenses were $3.4 million,
$4.0 million and $4.4 million for the years ended December 31, 2020, 2019 and 2018, 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, taking into consideration customer credit history and financial condition, industry and market
segment information, credit reports, and economic trends and conditions such as the impact of the COVID-19 pandemic in 2020. 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.
F-11
Table of Contents
Inventory
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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.
Property and equipment
Property and equipment is stated at cost. Equipment under finance leases is recorded at the present value of the total minimum lease payments. Property
and equipment, other than leasehold improvements and equipment under finance leases, are depreciated using the straight-line method over the estimated
useful lives of the assets. Buildings are depreciated over 30 years, machinery and equipment and computer hardware and software are depreciated over
periods ranging from 3 years to 10 years. Leasehold improvements are amortized over the term of the lease or the estimated useful lives of the
improvements, whichever is shorter. Equipment under finance leases are amortized over the shorter of the lease term or the assets' useful lives. 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.
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, 2020, 2019 and 2018, Wal-Mart Stores, Inc., including Sam’s Club and, in the U.K., Asda Superstore, (“Walmart”),
accounted for 20%, 16% and 14% of consolidated net sales, respectively. During the years ended December 31, 2020 and 2019, sales to Costco Wholesale
Corporation (“Costco”) accounted for 11% of consolidated net sales. During the year ended December 31, 2020, Amazon.com Inc., (“Amazon”), accounted
for 10% of consolidated net sales. Sales to Walmart, Costco and Amazon are included in the Company's U.S. and International segments. 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 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. GAAP 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 NOTE 7 — GOODWILL AND INTANGIBLE ASSETS and NOTE 9 — DERIVATIVES, 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 ABL
Agreement and Term Loan approximate fair value since such borrowings bear interest at variable market rates.
F-12
Table of Contents
Derivatives
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging. ASC 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 until the hedged item is recognized in
earnings. The change in the fair value of hedges are included in accumulated other comprehensive income (loss) and is subsequently recognized in the
Company’s consolidated statements of operations to mirror the location of the hedged items impacting earnings. Changes in fair value of derivatives that do
not qualify as hedging instruments for accounting purposes are recorded in the consolidated statements of 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 quantitative goodwill impairment testing
described in the FASB's Accounting Standards Update No. (“ASU”) Topic 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
quantitative 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 quantitative impairment test. See NOTE 7 — GOODWILL AND INTANGIBLE
ASSETS for further discussion regarding goodwill impairment.
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 relief from royalty model or other valuation models. See NOTE 7 — GOODWILL AND
INTANGIBLE ASSETS for further discussion regarding impairment of indefinite lived intangibles.
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 carrying amount of the asset is not recoverable, the impairment to be
recognized is measured by the amount by which the carrying amount of each long-lived 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, Compensation: Stock-based 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.
F-13
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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, as determined by the Compensation Committee of the Board of Directors, by the end of the performance period.
Compensation expense for performance awards is recognized over the vesting period and will vary based on remeasurement during the performance period.
If achievement of the performance metrics is 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.
Leases
The Company determines if an arrangement is a lease at the inception of a contract. Operating lease right-of-use (“ROU”) assets are included in operating
lease right-of-use assets on the consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current
portion of operating lease liability and operating lease liabilities, respectively, on the consolidated balance sheets. Finance leases are included in property
and equipment, net, accrued expenses and other long-term liabilities. The Company's finance leases are not material to the Company’s consolidated balance
sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease
term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available
at the commencement date in determining the present value of future payments. The operating lease ROU asset may also include any lease payments made,
adjusted for any prepaid or accrued rent payments, lease incentives, and initial direct costs incurred. Certain leases may include options to extend or
terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
For certain equipment leases, the Company applies a portfolio approach to effectively account for any ROU assets and lease liabilities. Leases with an
initial term of twelve months or less are not recorded on the balance sheet.
The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a
single lease component, thus causing all fixed payments to be capitalized.
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
communication date for severance. Charges associated with lease terminations, related to restructuring activities, are recognized at the effective date of the
lease modification.
During the years ended December 31, 2019 and 2018, the Company's U.S. segment incurred $0.7 million and $2.1 million, respectively, of restructuring
expense related to the integration of Filament, of which $0.1 million was accrued at December 31, 2019.
During the year ended December 31, 2020, the Company's International segment incurred $0.2 million of restructuring expenses related to severance
associated with the strategic reorganization of the International segment’s product development and sales workforce. The strategic reorganization was the
result of the Company's efforts for product development efficiencies and an international sales approach tailored to countries.
F-14
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
During the years ended December 31, 2019, and 2018, the Company's International segment incurred $0.7 million and $0.2 million, respectively, of
restructuring expense primarily related to the integration of its legal entities operating in Europe. The Company had no international restructuring accrual as
of December 31, 2020 and December 31, 2019.
The Company does not expect to incur any additional restructuring charges for these efforts.
Commitments and Contingencies
The Company is subject to various claims and contingencies related to lawsuits, certain taxes and environmental matters, as well as commitments under
contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and
estimable.
Adopted Accounting Pronouncements
On April 10, 2020, the FASB staff issued a question-and-answer document to address stakeholder questions on the application of the lease accounting
guidance for lease concessions related to the effects of the COVID-19 pandemic (the “Question-and-Answer Document”). The guidance allows
concessions related to the timing of payments, where the total consideration has not changed, to not be accounted for as lease modifications. Instead, any
such concessions can be accounted for as if no change was made to the contract or as variable lease payments. The Company adopted the guidance on April
1, 2020 and elected to account for COVID-19-related rent concessions that did not result in a substantial increase in the rights of the lessor or the
obligations of the lessee not as lease modifications. See NOTE 4 — LEASES for additional information on the Company’s adoption of this guidance.
Accounting Pronouncements to be Adopted in Future Periods
Updates not listed below were assessed and either determined to not be applicable or are expected to have a minimal effect on the Company’s financial
position, results of operations, and disclosures.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the
accounting for income taxes by removing certain exceptions to the general principles and simplifies the application of U.S. GAAP for other areas of Topic
740 by clarifying and amending the existing guidance. The guidance is effective for fiscal years and interim periods within those fiscal years beginning
after December 15, 2020. The impact of the adoption is not expected to have a material impact on the Company's consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for
recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The ASU also provides updated guidance
regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The new guidance is effective for public
business entities that meet the definition of a Smaller Reporting Company as defined by the Securities and Exchange Commission for interim and annual
periods beginning after December 15, 2022. Early adoption is permitted. Management is currently evaluating the impact of this standard on its consolidated
financial statements and related disclosures.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting, which provides optional expedients and exceptions to account for contract modifications, hedging relationships and other transactions that
reference LIBOR or another reference rate that is expected to be discontinued as a result of reference rate reform. The guidance was effective upon issuance
and may be applied prospectively to contract modifications and hedging relationships entered into or evaluated as of any date from March 12, 2020 but no
later than December 31, 2022. The Company has not yet applied the guidance in this ASU and is currently evaluating the impact of this standard on its
consolidated financial statements and related disclosures.
NOTE 2 — REVENUE
The Company sells products wholesale, to retailers and distributors, and sells products retail, directly to consumers. Wholesale sales and retail sales are
recognized at the point in time the customer obtains control of the products in an amount that reflects the consideration the Company expects to be entitled
to in exchange for those products. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the
customer, the customer must have the significant risks and rewards of ownership, and where acceptance is not a formality, the customer must have accepted
the product or service. The Company’s principal terms of sale are Free on Board ("FOB") Shipping Point, or equivalent, and, as such, the Company
primarily
F-15
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LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB Shipping Point are not
recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations.
Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $3.9 million, $3.6 million and $3.5
million for the years ended December 31, 2020, 2019 and 2018, respectively. 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 wholesale 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 represent forms of variable consideration, and an estimate of sales returns are reflected as reductions in net sales in the Company’s
consolidated statements of operations. These estimates are based on historical experience and other known factors or as the most likely amount in a range
of possible outcomes. On a quarterly basis, variable consideration is assessed on a portfolio approach in estimating the extent to which the components of
variable consideration are constrained.
Payment terms vary by customer, but generally range from 30 to 90 days or at the point of sale for the Company’s retail direct sales. As a result of the
COVID-19 pandemic, beginning in the first quarter of 2020 and lasting through the fourth quarter of 2020, many of the Company's customers that operate
retail locations temporarily closed their stores voluntarily or as mandated by government stay at home orders. In response to these closings, the affected
customers have requested extended payment terms. The Company has been working with these customers to address their temporary extended payment
requests.
The Company incurs certain direct incremental costs to obtain contracts with customers, such as sales-related commissions, where the recognition period
for the related revenue is less than one year. These costs are expensed as incurred and recorded within selling, general and administrative expenses in the
consolidated statement of operations. Incidental items that are immaterial in the context of the contract are expensed as incurred.
The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the years ended December 31,
2020, 2019 and 2018 (in thousands).
U.S. segment
Kitchenware
Tableware
Home Solutions
Total U.S. segment
International segment
Kitchenware
Tableware
Total International segment
Total net sales
United States
United Kingdom
Rest of World
Total net sales
2020
Year Ended December 31,
2019
(in thousands)
2018
426,883 $
141,113
115,543
683,539
69,322
16,308
85,630
769,169 $
354,331 $
156,061
133,779
644,171
62,845
27,886
90,731
734,902 $
330,110
168,781
110,223
609,114
59,657
35,771
95,428
704,542
2020
Year ended December 31,
2019
(in thousands)
2018
658,285 $
54,364
56,520
769,169 $
612,762 $
62,991
59,149
734,902 $
575,158
65,852
63,532
704,542
$
$
$
$
F-16
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Table of Contents
NOTE 3 —ACQUISITIONS
Filament
On December 22, 2017, the Company entered into an agreement providing for the acquisition of Filament by the Company. The acquisition was completed
on March 2, 2018. The aggregate consideration for Filament, after taking into account certain adjustments, was $294.4 million, consisting of $217.5 million
of cash consideration and 5,593,116 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.
In the first two months of 2019, the Company decreased goodwill by approximately $1.0 million due to certain opening balance sheet fair value
adjustments, primarily related to deferred taxes.
The purchase price, as adjusted, has been determined to be as follows (in thousands):
Cash
Share consideration
Total purchase price
$
$
217,511
76,905
294,416
The purchase price was allocated based on the Company’s final estimate of the fair value of the assets acquired and liabilities assumed, as follows (in
thousands):
Accounts receivable
Inventory
Other assets
Other liabilities
Deferred income tax
Goodwill and other intangibles
Total allocated value
$
$
26,224
29,044
5,620
(23,018)
(13,881)
270,427
294,416
The acquisition was being accounted for as a business combination using the acquisition method of accounting in accordance with FASB ASC Topic 805,
Business Combinations (“ASC Topic 805”), which established a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair
value. ASC Topic 805 allows the acquiring company to adjust preliminary amounts recognized at the acquisition date to their subsequently determined final
fair values during a measurement period, generally up to one year from the date of the acquisition.
The goodwill and other intangible assets are included in the U.S. segment. Customer relationships and certain trade names, which are included in intangible
assets, net, are amortized on a straight-line basis over their estimated useful lives (see NOTE 7 — GOODWILL AND INTANGIBLE ASSETS). Goodwill
results from such factors as an assembled workforce. The total amount of goodwill is not expected to be deductible for tax purposes.
The year ended December 31, 2018 includes the operations of Filament for the period from March 2, 2018, the date of the acquisition of Filament, to
December 31, 2018. The consolidated statement of operations for the year ended December 31, 2018, includes $128.8 million of net sales contributed by
Filament.
Included in Selling, general and administrative expenses for the year ended December 31, 2018 is a $1.8 million credit to reflect the change in fair value of
a contingent consideration obligation acquired by the Company in connection with its acquisition of Filament.
Unaudited Pro forma Results
The following unaudited pro forma financial information presents the results of the Company as if the acquisition of Filament had occurred on January 1,
2018.
F-17
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LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The unaudited pro forma results do not include any revenue or cost reductions that may be achieved through the business combination or the impact of non-
recurring items directly related to the business combination.
Net sales
Income before income taxes and equity in earnings
Net loss
Basic and diluted loss per common share
Year ended December 31,
2018
(In thousands, except per share data)
$
$
730,353
2,439
(267)
(0.01)
The unaudited pro forma results are not necessarily indicative of the operating results that would have occurred if the Filament acquisition had been
completed as of the date for which the pro forma financial information is presented. In addition, the unaudited pro forma results do not purport to project
the future consolidated operating results of the combined company.
NOTE 4 — LEASES
The Company has operating leases for corporate offices, distribution facilities, manufacturing plants, and certain vehicles. Leases with an initial term of 12
months or less are not recorded on the condensed consolidated balance sheet. The Company has elected the practical expedient to account for each separate
lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized.
Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments that do not depend on
changes in index rates or payments based on usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as
variable lease expense.
ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make
lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of fixed lease
payments over the lease term. The Company’s lease term includes options to extend or terminate the lease when it is reasonably certain that the Company
will exercise that option. ROU assets also include any advance lease payments. As most of the Company’s operating leases do not provide an implicit
rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease
payments.
The components of lease costs for the year ended December 31, 2020 and 2019 were as follows (in thousands):
(1)
:
Operating lease costs
Fixed lease expense
Variable lease expense
Total
Year Ended December 31,
2020
2019
$
$
18,181 $
3,798 $
21,979 $
18,898
4,571
23,469
(1)
Expenses are recorded in selling, general and administrative expenses.
Rent and related expenses under operating leases was $18.4 million for the years ended December 31, 2018.
Supplemental cash flow information for the year ended December 31, 2020 and 2019 were as follows (in thousands):
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
Total
F-18
Year Ended December 31,
2020
2019
$
$
15,802 $
15,802 $
17,851
17,851
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
Total
Year Ended December 31,
2020
2019
$
$
0 $
0 $
118,447
118,447
Included in machinery, furniture and equipment at each of December 31, 2020 and 2019 is $0.4 million and $0.3 million, respectively, related to assets
recorded under finance leases. Included in accumulated depreciation and amortization at December 31, 2020 and December 31, 2019 is $0.2 million and
$0.1 million, respectively, related to assets recorded under finance leases.
In response to the COVID-19 pandemic, the Company negotiated COVID-19-related rent concessions for several of its leased properties. The majority of
these rent concessions were in the form of deferred rent payments for one or more months. For these rent concessions the Company elected to account for
these as if no changes to the lease were made and continued to recognize the straight-line lease expense for these leases in accordance with the FASB
Question-and-Answer Document. COVID-19-related deferred rent payments at December 31, 2020 were $1.0 million and were recorded in accrued
expenses in the condensed consolidated balance sheet at December 31, 2020. In addition, there were a limited number of rent concessions obtained by the
Company in the form of rent abatement and changes in lease terms. These lease modifications were accounted for as a resolution to a contingency that fixes
previously variable lease payments which resulted in the remeasurement of the right-of-use asset and lease liability. The remeasurement of the right-of-use
and lease liability did not have a material effect on our consolidated financial statements or results of operations.
The aggregate future lease payments for operating leases as of December 31, 2020 were as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: Interest
Present value of lease payments
Operating
18,112
18,199
18,176
17,857
17,831
56,115
146,290
(32,455)
113,835
$
$
The Company expects to make payments related to the deferrals obtained as a result of COVID-19-related rent concessions of $1.0 million in 2021, per the
updated terms of the applicable lease agreements.
Average lease terms and discount rates were as follows:
Weighted-average remaining lease term (years)
Operating leases
Weighted-average discount rate
Operating leases
December 31, 2020
December 31, 2019
8.2
6.2 %
9.1
6.2 %
F-19
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
NOTE 5 — SALE OF ACCOUNTS RECEIVABLE
To improve its liquidity during seasonally high working capital periods, the Company has an uncommitted Receivables Purchase Agreement with HSBC
Bank USA, as Purchaser (the “Receivables Purchase Agreement”). Under the Receivables Purchase Agreement, the Company may offer to sell certain
eligible accounts receivables (the “Receivables”) to HSBC Bank USA, 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 $30.0
million. HSBC Bank USA will assume the credit risk of the Receivables purchased; and, 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 Bank USA.
The term of the agreement is for 364 days and automatically extends for annual successive terms unless terminated. Either party may terminate the
agreement at any time upon 60 days prior written notice to the other party. Pursuant to this agreement, the Company sold $159.4 million and $115.4 million
of Receivables during the years ended December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, $24.7 million and $20.9 million,
respectively, of receivables sold are outstanding and are due to HSBC Bank USA from customers. A charge of $0.4 million and $0.6 million related to the
sale of the Receivables is included in selling, general and administrative expenses in the consolidated statements of operations for the years ended
December 31, 2020 and 2019, respectively.
NOTE 6 — EQUITY INVESTMENTS
The Company owns approximately 30% of the outstanding capital stock of 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, 2020, 2019 and
2018 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
19.88 and MXN 18.91 at December 31, 2020 and 2019, respectively.
The Company's proportionate share of Vasconia's net income (loss) has been translated from MXN to USD using the following exchange rates:
Average exchange rate (MXN to USD)
2020
2019
2018
Year Ended December 31,
19.91 - 23.31
19.11 - 19.42
18.71 - 19.81
The effect of the translation of the Company’s investment, as well as the translation of Vasconia’s balance sheet, resulted in a decrease of the investment of
$2.7 million during the year ended December 31, 2020 and a decrease of the investment of $1.6 million during the year ended December 31, 2019. These
translation effects are recorded in accumulated other comprehensive loss. The Company received cash dividends of $52,000, $124,000 and $115,000, from
Vasconia during the years ended December 31, 2020, 2019 and 2018, respectively.
The amounts due to and due from Vasconia as of December 31, 2020 and 2019 are as follows (in thousands):
Vasconia due to and due from balances
Amounts due from Vasconia
Amounts due to Vasconia
Prepaid expenses and other current assets
Accrued expenses and Accounts payable
Balance Sheet Location
December 31, 2020
December 31, 2019
$
$
$
55
(91)
63
(77)
F-20
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Summarized income statement information for the years ended December 31, 2020, 2019 and 2018, as well as summarized balance sheet information as of
December 31, 2020 and 2019, for Vasconia, calculated in accordance with U.S. GAAP, in USD and MXN is as follows:
2020
USD
MXN
Year Ended December 31,
2019
(in thousands)
USD
MXN
2018
USD
MXN
Income Statement
Net sales
Gross profit
(Loss) income from operations
Net income
$
156,391 $
24,947
(102)
5,566
3,330,855 $
540,244
6,674
108,678
159,746 $
34,032
8,620
1,757
3,074,398 $
654,342
165,287
28,892
179,547 $
36,891
11,402
2,887
3,456,852
711,941
222,115
57,590
Balance Sheet
Current assets
Non-current assets
Current liabilities
Non-current liabilities
2020
December 31,
(in thousands)
2019
USD
MXN
USD
MXN
$
$
$
$
94,820 $
100,140 $
69,241 $
48,419 $
1,885,323 $
1,991,116
1,376,742
962,723
94,263 $
110,908
74,095
50,037
1,782,170
2,096,880
1,400,883
946,014
The Company recorded equity in earnings of Vasconia, net of taxes, of $1.5 million, $0.5 million and $0.9 million for the years ended December 31, 2020,
2019 and 2018, respectively. Equity in earnings in 2018 includes deferred tax benefit of $0.1 million due to a change in the tax basis of the investment as a
result of the Tax Act.
As of December 31, 2020, the fair value (based on Level 1 inputs using the quoted stock price) of the Company’s investment in Vasconia was $32.8
million. The carrying value of the Company’s investment in Vasconia was $20.0 million.
Lifetime Brands Do Brasil Participacoes Ltda., a 100% owned subsidiary of Lifetime Brands, Inc., was dissolved on May 5, 2020. The subsidiary held a
note receivable relating to the 2016 sale of its 40% equity interest in GS International S/A (“GSI”), a wholesale distributor of branded housewares products
in Brazil, which was accounted for as an equity method investment. The final installment due on the note receivable was received prior to dissolution of the
subsidiary. Foreign currency translation losses of $0.2 million, which were previously recorded as a component of stockholder’s equity within accumulated
other comprehensive loss, were recognized in earnings upon dissolution of this subsidiary during the year ended December 31, 2020. The Company
included this loss within equity in earnings (losses), net of taxes.
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 by the Company of $0.5 million. 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. Due to the operating losses the Company evaluated the carrying value
of its investment for other-than temporary impairment under the equity method of accounting and recorded an impairment charge of approximately
$0.2 million during the year ended December 31, 2018. As of December 31, 2020 and 2019, the Company had a carrying value of zero in Grand Venture.
F-21
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
NOTE 7 — GOODWILL AND INTANGIBLE ASSETS
The Company’s intangible assets consist of the following (in thousands):
Goodwill
Indefinite -lived intangible assets:
Trade names
(1)
Finite -lived intangible assets:
(1)
Licenses
Trade names
Customer relationships
Other
Total
Gross
Impairment
2020
Accumulated
Amortization
$
49,371
$
(19,100)
$
—
$
Net
30,271
Gross
$
92,361
Impairment
$
(42,990)
$
Accumulated
Amortization
Net
—
$
49,371
2019
Year Ended December 31,
50,600
(1,000)
—
49,600
58,216
—
—
58,216
15,847
52,030
177,801
6,582
352,231
$
$
(20,100)
$
(10,742)
(20,874)
(54,008)
(2,482)
(88,106)
$
5,105
31,156
123,793
4,100
244,025
$
15,847
43,986
176,602
6,546
393,558
$
(42,990)
$
(10,287)
(17,337)
(40,605)
(1,868)
(70,097)
$
5,560
26,649
135,997
4,678
280,471
(1)
During 2020, as part of the Company’s annual impairment analysis of indefinite-lived trade names it was determined that certain of the Company’s trade
names, previously estimated to contribute to cash flows indefinitely, have definite lives. Accordingly, these trade names were reclassified from indefinite-
lived to finite-lived or amortizable intangible assets as of October 1, 2020. These trade names are being amortized over an estimated useful life of 18 years.
A summary of the activities related to the Company’s intangible assets for the years ended December 31, 2020, 2019 and 2018 consists of the following (in
thousands):
Goodwill and Intangible Assets, December 31, 2017
Acquisition of goodwill
Acquisition of trade names
Acquisition of customer relationships
Acquisition of other intangible assets
Foreign currency translation adjustment
Amortization
Impairment of goodwill
Goodwill and Intangible Assets, December 31, 2018
Purchase price adjustment
Foreign currency translation adjustment
Amortization
Impairment of goodwill
Goodwill and Intangible Assets, December 31, 2019
Foreign currency translation adjustment
Amortization
Impairment of indefinite -lived intangible assets
Impairment of goodwill
Goodwill and Intangible Assets, December 31, 2020
F-22
Intangible
Assets
Goodwill
Total Intangible
Assets and
Goodwill
$
$
72,707 $
—
61,500
124,430
5,367
(1,524)
(15,323)
—
247,157
—
786
(16,843)
—
231,100
607
(16,953)
(1,000)
—
213,754 $
15,772 $
78,795
—
—
—
(672)
—
(2,205)
91,690
972
(301)
—
(42,990)
49,371
—
—
—
(19,100)
30,271 $
88,479
78,795
61,500
124,430
5,367
(2,196)
(15,323)
(2,205)
338,847
972
485
(16,843)
(42,990)
280,471
607
(16,953)
(1,000)
(19,100)
244,025
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The weighted-average amortization periods for the Company’s finite-lived intangible assets as of December 31, 2020 are as follows:
Trade names
Licenses
Customer relationships
Other
Estimated amortization expense for each of the five succeeding fiscal years is as follows (in thousands):
Year ending December 31,
2021
2022
2023
2024
2025
Years
16
33
14
10
$
17,014
17,014
16,971
16,387
16,121
Amortization expense for the years ended December 31, 2020, 2019 and 2018 was $17.0 million, $16.8 million and $15.3 million, respectively.
Goodwill impairment test
The Company reviews goodwill and other intangibles that have indefinite lives for impairment annually as of October 1st or when events or changes in
circumstances indicate the carrying value of these assets might exceed their current fair values. For goodwill, impairment testing is based upon the best
information available using a combination of the discounted cash flow method, a form of the income approach, and the guideline public company method,
a form of 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. For the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies and
related valuation multiples used in the market analysis.
Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially
impact its reported financial results. In addition, sustained declines in the Company's stock price and related market capitalization could impact key
assumptions in the overall estimated fair values of its reporting units and could result in non-cash impairment charges that could be material to the
Company's consolidated balance sheet or results of operations. Should the carrying value of a reporting unit be in excess of the estimated fair value of that
reporting unit, an impairment charge will be recorded to reduce the reporting unit to fair value. 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 relief from
royalty model or other valuation models. The significant assumptions used in the relief from royalty model are future net sales for the related brands,
royalty rates and the cost of capital to determine the fair value of the indefinite lived intangibles.
International Reporting Unit
The carrying value of the goodwill for the International reporting unit was zero as of December 31, 2020.
During 2019 several impairment indicators for the European kitchenware business were considered by the Company including the continued uncertainties
of the macro-environment in Europe as a result of the then-ongoing Brexit negotiations. In addition, the Company considered the decline in operating
performance for the European kitchenware business, which included slower fulfillment of orders and labor inefficiencies associated with setting up the new
warehouse in the U.K. These factors resulted in a decline in the long-term forecast for the European kitchenware business.
In the third quarter of 2019, the Company performed an interim assessment of its European kitchenware business by comparing the fair value of the
reporting unit with its carrying value as of September 30, 2019. The Company performed the analysis using a discounted cash flow and market multiple
approach. Based upon the analysis performed, the Company recognized a $9.7 million non-cash goodwill impairment charge during the third quarter of
2019. The goodwill impairment charge was the result of a decline in operating performance and reduced expectations for future cash flows of the European
kitchenware business. The fair value of the business was approximately 30.1% below its carrying value as of September 30, 2019.
F-23
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
During the third quarter of 2019 the Company also determined its European kitchenware and tableware reporting units had met the criteria to be combined
into one reporting unit based on the guidance of ASC Topic No. 350, Intangibles - Goodwill and Other and ASC Topic No. 280, Segment Reporting.
In 2018, the Company incurred a non-cash goodwill impairment charge of $2.2 million related to the European tableware business due to a decline in
operating performance and reduced expectations for future cash flows.
U.S. Reporting Unit
During the first quarter of 2020, as a result of the economic downturn caused by the COVID-19 pandemic, the Company performed an interim assessment
of the goodwill for the U.S. reporting unit as of March 31, 2020, by comparing the fair value of the reporting unit with its carrying value. The Company
performed the analysis using a discounted cash flow and market multiple method. Based upon the analysis performed, the Company recognized a non-cash
goodwill impairment charge of $19.1 million during the first quarter of 2020. The goodwill impairment charge resulted from, among other factors, the
uncertain market conditions arising from the COVID-19 pandemic, which impacted the Company's market capitalization, as well as a reduction of
forecasted future cash flows associated with the effects of the COVID-19 pandemic. The fair value of the U.S. reporting unit was approximately 3.9%
below its carrying value as of March 31, 2020.
The Company performed its annual impairment assessment of its U.S. reporting unit as of October 1, 2020 by comparing the fair value of the reporting unit
with its carrying value. The Company performed the analysis using a discounted cash flow and market multiple method. As of October 1, 2020, the fair
value of the U.S. reporting unit exceeded the carrying value of goodwill.
Management’s projections used to estimate the cash flows included organic net sales growth and net sales growth through new customer channels as well
as continued operating efficiencies in future periods. Changes in any of the significant assumptions used in the valuation of the reporting unit could
materially affect the expected cash flows, and such impacts could potentially result in a material non-cash impairment charge.
As of December 31, 2020, the Company assessed the carrying value of goodwill and determined, based on qualitative factors, that no further impairment
existed for goodwill.
In 2019, the Company recognized a non-cash goodwill impairment charge of $33.2 million, during the three months ended December 31, 2019. The
Company performed the analysis using a discounted cash flow and market multiple method. The goodwill impairment charge resulted from, among other
factors, a sustained decline in the Company's market capitalization observed in the fourth quarter of 2019. The fair value of the U.S, reporting unit was
approximately 6.1% below its carrying value at October 1, 2019.
Annual indefinite-lived trade name impairment test
The Company values its indefinite-lived trade names using a relief-from-royalty approach, which assumes the value of the trade name is the discounted
cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name
from another company.
During the first quarter of 2020, as a result of the economic decline caused by the COVID-19 pandemic, the Company determined its indefinite-lived trade
names had indicators for impairment. As a result, the Company bypassed the optional qualitative impairment analysis for its indefinite-lived trade names
and performed an interim quantitative impairment analysis as of March 31, 2020, by comparing the fair value of the indefinite-lived trade names to their
respective carrying values. As a result of the impairment testing performed in connection with the COVID-19 pandemic triggering event, the Company
determined that certain of its indefinite-lived intangible assets in the U.S. segment were impaired. As a result, the Company recorded a $1.0 million non-
cash impairment charge during the first quarter of 2020.
The Company bypassed the optional qualitative impairment analysis for its indefinite-lived trade name assets annual October 1, 2020 impairment test. As
of October 1, 2020, the Company completed the quantitative impairment analysis by comparing the fair value of the indefinite-lived trade names to their
respective carrying value. The Company determined that the fair value of all its indefinite-lived trade names were above their respective carrying values.
While the indefinite-lived trade names were not determined to be impaired, the indefinite-lived trade names are at risk of future impairment in the event the
trade names do not perform as projected or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in long-term
growth rates or the weighted average cost of capital.
As of December 31, 2020, the Company assessed the carrying value of its indefinite-lived trade names and determined based on qualitative factors that no
impairment existed.
F-24
Table of Contents
NOTE 8 — DEBT
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company’s credit agreement (the “ABL Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), includes a senior secured asset-based
revolving credit facility in the maximum aggregate principal amount of $150.0 million, which facility will mature on March 2, 2023, and a loan agreement
(the “Term Loan” and together with the ABL Agreement, the “Debt Agreements”) provides for a senior secured term loan credit facility in the original
principal amount of $275.0 million, which matures on February 28, 2025. The Term Loan facility will be repaid in quarterly payments, which commenced
June 30, 2018, of principal equal to 0.25% of the original aggregate principal amount of the Term Loan facility. The Term Loan requires the Company to
make an annual prepayment of principal based upon excess cash flow (the “Excess Cash Flow”), if any. This estimated amount is recorded in the current
maturity of term loan on the consolidated balance sheets. Per the Debt Agreements, when the Company makes an Excess Cash Flow payment, the payment
is first applied to satisfy the future quarterly required payments in order of maturity. The maximum borrowing amount under the ABL Agreement may be
increased to up to $200.0 million if certain conditions are met. One or more tranches of Incremental Facilities may be added under the Term Loan 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 Term Loan, is no greater than 3.75 to 1.00 subject to certain
limitations and for the period defined pursuant to the Term Loan.
As of December 31, 2020 and 2019, the total availability under the ABL Agreement were as follows (in thousands):
Maximum aggregate principal allowed
Outstanding borrowings under the ABL Agreement
Standby letters of credit
Total availability under the ABL Agreement
December 31, 2020
December 31, 2019
$
$
150,000
(27,302)
(2,698)
120,000
$
$
150,000
(32,822)
(2,288)
114,890
Availability under the ABL Agreement depends on the valuation of certain current assets comprising the borrowing base. Due to the seasonality of the
Company’s business, 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 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 current and non-current portions of the Company’s Term Loan facility included in the consolidated balance sheets are presented as follows (in
thousands):
Current portion of Term Loan facility:
Term Loan facility payment
Estimated Excess Cash Flow principal payment
Estimated unamortized debt issuance costs
Total Current portion of Term Loan facility
Non-current portion of Term Loan facility:
Term Loan facility, net of current portion
Estimated unamortized debt issuance costs
Total Non-current portion of Term Loan facility
December 31, 2020
December 31, 2019
$
$
$
$
— $
19,120
(1,463)
17,657 $
243,485 $
(4,508)
238,977 $
2,750
7,145
(1,482)
8,413
260,293
(6,012)
254,281
As of December 31, 2020, the future principal payments of the Term Loan are $19.1 million, due in 2021 and $243.5 million, due at loan maturity in 2025.
The quarterly principal payments have been satisfied through maturity of the Term Loan by the annual Excess Cash Flow payments.
F-25
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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 Agreement are also direct obligations of its foreign subsidiary borrowers designated as such
under the ABL 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
Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under the Term Loan and (2) a first-priority lien, subject to certain
permitted liens, with respect to certain assets of the Company and its domestic subsidiaries (the “Term Loan Collateral”) pledged as collateral in favor of
lenders under the Term Loan and a second-priority lien in the Term Loan Collateral in favor of the lenders under the ABL Agreement.
Borrowings under the revolving credit facility bear interest, at the Company’s option, at one of the following rates: (i) an alternate base rate, defined, for
any day, as the greater of the prime rate, a federal funds and overnight bank funding 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 Agreement. The interest rate on outstanding borrowings under the ABL Agreement at December 31, 2020 was 1.52%.
In addition, the Company paid a commitment fee that ranged from 0.250% to 0.375% on the unused portion of the ABL Agreement during the year ended
December 31, 2020.
The Term Loan facility bears interest, at the Company’s option, at one of the following rates: (i) an alternate base rate, defined, for any day, as the greater of
the prime rate, a federal funds and overnight bank funding based rate plus 0.50% or one-month LIBOR plus 1.0%, plus a margin of 2.50% or (ii) LIBOR
plus a margin of 3.50%. The interest rate on outstanding borrowings under the Term Loan at December 31, 2020 was 4.5%.
The debt agreements provide 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 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 Agreement is less than the greater of $15.0
million or 10% of the aggregate commitment under the ABL Agreement at any time and (b) ending on the day after such availability has exceeded the
greater of $15.0 million or 10% of the aggregate commitment under the ABL 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 covenants of the Debt Agreements at December 31, 2020. The Company expects that it will continue to borrow
and repay funds, subject to availability, under the ABL Agreement based on working capital and other corporate needs.
Other Credit Agreements
In 2019, a subsidiary of the Company held a credit facility (“HSBC Facility”) with HSBC Bank (China) Company Limited, Shanghai Branch (“HSBC”) for
up to $18.0 million Chinese renminbi ($2.6 million). The HSBC Facility was subject to annual renewal and may have been used to fund general working
capital needs of the Company’s subsidiary, which is a trading company in the China. Borrowings under the HSBC Facility were guaranteed by the
Company and were granted at the sole discretion of HSBC. No borrowings were outstanding under the HSBC Facility at December 31, 2019. The credit
facility was not renewed as of December 31, 2020.
NOTE 9 — DERIVATIVES
Interest Rate Swap Agreements
The Company's net total outstanding notional value of interest rate swaps was $100 million at December 31, 2020.
The Company designated a portion of these interest rate swaps as cash flow hedges of the Company’s exposure to the variability of the payment of interest
on a portion of its Term Loan borrowings. The hedge periods of these agreements commenced in April 2018 and
F-26
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LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
expire in March 2023. The original notional values are reduced over these periods. The aggregate notional value was $75.0 million at December 31, 2020.
In June 2019, the Company entered into additional interest rate swap agreements, with an aggregate notional value of $25.0 million at December 31, 2020.
These non-designated interest rate swaps serve as cash flow hedges of the Company’s exposure to the variability of the payment of interest on a portion of
its Term Loan borrowings and expire in February 2025.
Foreign Exchange Contracts
The Company is a party from time to time 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. Fluctuations in the value of certain foreign currencies as
compared to the USD may positively or negatively affect the Company’s revenues, gross margins, operating expenses, and retained earnings, all of which
are expressed in USD. Where the Company deems it prudent, the Company engages in hedging programs using foreign currency forward contracts aimed
at limiting the impact of foreign currency exchange rate fluctuations on earnings. The Company purchases short-term (i.e., 12 months or less) foreign
currency forward contracts to protect against currency exchange risks associated with the payment of merchandise purchases to foreign suppliers. The
Company does not hedge the translation of foreign currency profits into USD, as the Company regards this as an accounting exposure rather than an
economic exposure. The Company's foreign exchange contracts, that had been designed as hedges in order to apply hedge accounting, matured in April
2020. At December 31, 2020, the Company had no outstanding foreign exchange contracts. The aggregate gross notional values of foreign exchange
contracts at December 31, 2019 was $7.3 million.
The Company is exposed to market risks, as well as changes in foreign currency exchange rates, as measured against the USD and each other, and changes
to credit risk of derivative counterparties. The Company attempts to minimize these risks by primarily using foreign currency forward contracts and by
maintaining counterparty credit limits. These hedging activities provide only limited protection against currency exchange and credit risk. Factors that
could influence the effectiveness of the Company’s hedging programs include currency markets and availability of hedging instruments and liquidity of the
credit markets. All foreign currency forward contracts that the Company enters into are components of hedging programs and are entered into for the sole
purpose of hedging an existing or anticipated currency exposure. The Company does not enter into such contracts for speculative purposes and, as of
December 31, 2020, the Company does not have any foreign currency forward contract derivatives that are not designated as hedges. These foreign
exchange contracts have been designated as hedges in to order to apply hedge accounting.
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
Interest rate swaps
Foreign exchange contracts
Derivatives not designated as hedging instruments
Interest rate swaps
Balance Sheet Location
2020
2019
December 31,
Prepaid expenses
Other assets
Accrued expenses
Other Long-Term Liabilities
Accrued expenses
Balance Sheet Location
Other assets
Other Long-Term Liabilities
$
$
— $
—
504
1,034
—
427
1,267
—
—
180
December 31,
2020
2019
— $
1,742
402
—
The fair value of the interest rate swaps 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 fair value of the foreign exchange contracts were based on Level 2
observable inputs using quoted market prices for similar assets in an active market.
The counterparties to the derivative financial instruments are major international financial institutions. The Company is exposed to credit risk for the net
exchanges under these agreements, but not for the notional amounts. The Company does not anticipate non-performance by any of its counterparties.
F-27
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The amounts of the gains and (losses), realized and unrealized, net of taxes, related to the Company’s derivative financial instruments designated as
hedging instruments are recognized in other comprehensive (loss) income as follows (in thousands):
Derivatives designated as hedging instruments
Interest rate swaps
Foreign exchange contracts
Total
2020
Year ended December 31,
2019
2018
$
$
(2,406) $
117
(2,289) $
1,120 $
(117)
1,003 $
161
—
161
Realized gains or (losses) on the interest rate swaps are reclassified into earnings as interest expense as the interest expense on the debt is recognized. The
Company had no terminated or matured interest rate swaps during the year ended December 31, 2020.
Realized gains or (losses) on foreign exchange contracts that are reported in other comprehensive income (loss) are reclassified into cost of sales as the
underlying inventory purchased is sold.
During the year ended December 31, 2020, the Company reclassified $1.0 million of cash flow hedges in other comprehensive losses to earnings. This
comprised of a charge of $1.2 million related to interest rate swaps recognized in interest expense and a gain of $0.2 million related to foreign exchange
contracts recognized in cost of sales. At December 31, 2020, the estimated amount of existing losses expected to be reclassified into earnings within the
next 12 months was $1.0 million.
During the year ended December 31, 2019, the Company reclassified $0.2 million of cash flow hedges in other comprehensive losses to earnings. This
comprised of $0.3 million related to interest rate swaps recognized in interest expense and a gain of $0.5 million related to foreign exchange contracts
recognized in cost of sales.
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)
Interest rate swaps
Mark to market gain (loss) on interest rate derivatives
Interest expense
Foreign exchange contracts
Selling, general & administrative expense
Year Ended December 31,
2019
2020
2018
$
$
$
(2,144) $
(327)
(2,471) $
— $
402 $
5
407 $
— $
—
—
—
150
NOTE 10 — CAPITAL STOCK
Cash dividends
Date declared
Dividends were declared in 2020 and 2019 as follows:
Dividend per share
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
$0.0425
March 12, 2019
June 27, 2019
August 6, 2019
November 7, 2019
March 10, 2020
June 25, 2020
August 4, 2020
November 3, 2020
Date of record
Payment date
May 1, 2019
August 1, 2019
November 1, 2019
January 31, 2020
November 16, 2020
August 3, 2020
November 2, 2020
January 29, 2021
May 15, 2019
August 15, 2019
November 15, 2019
February 14, 2020
December 16, 2020
August 17, 2020
November 16, 2020
February 12, 2021
On March 9, 2021, the Board of Directors declared a quarterly dividend of $0.0425 per share payable on May 17, 2021 to shareholders of record on May 3,
2021.
F-28
Table of Contents
Stock repurchase program
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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, 2020, 2019 and 2018.
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, 2020.
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 7,037,500 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 5 years to 10 years from the date of grant and vest over a range of up to 4 years from
the date of grant. Shares of restricted stock that have been granted under the Plan vest over a range of up to 4 years from the date of grant. Performance-
based awards that have been granted under the Plan vest after 3 years based upon the attainment of specified performance goals. On June 25, 2020, the
shareholders of the Company approved an amendment and restatement of the Company’s Amended and Restated 2000 Long Term Incentive Plan (the
“Plan”). The amendment and restatement of the Plan revised the terms and conditions of the Plan to, among other things, increase the shares available for
grant under the Plan by 850,000 shares. As of December 31, 2020, there were 780,315 shares available for the grant of awards under the Plan.
Stock options
A summary of the Company’s stock option activity and related information for the three years ended December 31, 2020, is as follows:
Options outstanding at December 31, 2017
Grants
Exercises
Cancellations
Expirations
Options outstanding at December 31, 2018
Grants
Exercises
Cancellations
Expirations
Options outstanding at December 31, 2019
Grants
Exercises
Cancellations
Expirations
Options outstanding at December 31, 2020
Options exercisable at December 31, 2020
Weighted-
average
exercise
price
Weighted-
average
remaining
contractual
life (years)
Aggregate
intrinsic
value
(in thousands)
13.64
13.56
4.93
16.95
15.50
13.87
9.21
4.28
12.94
13.95
13.43
6.36
10.79
11.09
13.27
13.28
14.27
4.7 $
3.7 $
3,604
2,035
Options
1,456,200 $
205,750
(58,000)
(22,375)
(32,750)
1,548,825
296,500
(75,000)
(19,625)
(242,375)
1,508,325
37,500
(2,500)
(14,313)
(242,112)
1,286,900
986,607 $
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 exercisable in-the-money stock options on December 31, 2020. The intrinsic value is
F-29
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
calculated for each in-the-money stock option as the difference between the closing price of the Company’s common stock on December 31, 2020 and the
exercise price.
The total intrinsic value of those stock options that were exercised in the year ended December 31, 2020 was less than $0.1 million. The total intrinsic
values of those stock options that were exercised in the years ended December 31, 2019 and 2018 were $0.3 million and $0.4 million, 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, 2020, before the effect of income taxes, was $0.6 million and is expected to be
recognized over a weighted-average period of 1.3 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, 2020, 2019 and 2018, was $2.26, $2.77 and $4.47, respectively.
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
Restricted Stock
2020
2019
2018
49 %
6.3
0.45 %
2.67 %
35 %
6.0
1.82 %
1.80 %
34 %
6.0
2.72 %
1.22 %
A summary of the Company’s restricted stock activity and related information for the three years ended December 31, 2020 is as follows:
Non-vested restricted shares, December 31, 2017
Grants
Vested
Cancellations
Non-vested restricted shares, December 31, 2018
Grants
Vested
Cancellations
Non-vested restricted shares, December 31, 2019
Grants
Vested
Cancellations
Non-vested restricted shares, December 31, 2020
Total unrecognized compensation expense remaining (in thousands)
Weighted-average years expected to be recognized over
The total fair value of restricted stock that vested during the year ended December 31, 2020 was $2.3 million.
F-30
Restricted
Shares
Weighted-
average
grant
date
fair value
219,317 $
223,884
(90,926)
(25,730)
326,545
439,747
(148,414)
(24,537)
593,341
534,940
(322,398)
(10,296)
795,587 $
3,403
1.3
$
17.12
13.25
17.14
14.96
14.63
9.25
14.54
13.97
10.70
5.94
10.64
9.06
7.54
Table of Contents
Performance shares
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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.
A summary of the Company’s performance-based award activity and related information for the three years ended December 31, 2020 is as follows:
Performance -
based
awards
(1)
Weighted-
average
grant
date
fair value
Non-vested performance-based awards, December 31, 2017
Grants
Vested
Cancellations
Non-vested performance-based awards, December 31, 2018
Grants
Vested
Cancellations
Non-vested performance-based awards, December 31, 2019
Grants
Vested
Cancellations
Non-vested performance-based awards, December 31, 2020
Total unrecognized compensation expense remaining (in thousands)
Weighted-average years expected to be recognized over
$
(1)
Represents the target number of shares to be issued for each performance-based award.
The total fair value of performance-based awards that vested during the year ended December 31, 2020 was $0.4 million.
228,892 $
182,300
(58,888)
(13,017)
339,287
158,525
(66,761)
(25,992)
405,059
106,275
(62,215)
(18,073)
431,046 $
1,144
1.5
16.49
12.81
14.84
15.95
14.82
9.19
15.69
15.44
12.43
6.36
18.45
15.49
9.94
On March 9, 2021, the Compensation Committee of the Board of Directors determined the performance goals set forth in the performance-based awards
granted in 2018 were attained and 150,273 shares vested.
The Company recorded stock compensation expense as follows (in thousands):
Stock Compensation Expense Components
Equity based stock option expense
Restricted and performance-based stock awards expense
Stock compensation expense for equity based awards
Liability based stock option expense
Total Stock Compensation Expense
Year Ended December 31,
2020
2019
2018
$
$
$
570
5,346
5,916
35
5,951
$
$
$
617
4,404
5,021
20
5,041
$
$
$
691
3,400
4,091
44
4,135
F-31
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
NOTE 11 — LOSS PER COMMON SHARE
Basic loss per common share has been computed by dividing net loss by the weighted-average number of shares of the Company’s common stock
outstanding. Diluted loss per common share adjusts net loss and basic loss per common share for the effect of all potentially dilutive shares of the
Company’s common stock. Anti-dilutive securities are not included in the computation of diluted earnings per share under the treasury stock method.
The calculations of basic and diluted loss per common share for the years ended December 31, 2020, 2019 and 2018, are as follows:
Net loss – Basic and Diluted
Weighted-average shares outstanding – Basic
Effect of dilutive securities:
Stock options and other stock awards
Weighted-average shares outstanding – Diluted
Basic loss per common share
Diluted loss per common share
Antidilutive shares
(1)
$
$
$
2020
2019
(in thousands - except per share amounts)
(3,007) $
20,860
(44,415) $
20,597
—
20,860
(0.14) $
(0.14) $
2,167
—
20,597
(2.16) $
(2.16) $
2,120
2018
(1,720)
19,452
—
19,452
(0.09)
(0.09)
1,869
(1)
Stock options and other stock awards that have been excluded from the denominator as their inclusion would have been anti-dilutive.
NOTE 12 — INCOME TAXES
The components of income before income taxes and equity in earnings are as follows:
Domestic
Foreign
Total income (loss) before income taxes and equity in earnings
The provision for income taxes (before equity in earnings) consists of:
Current:
Federal
State and local
Foreign
Deferred
Income tax provision
2020
Year Ended December 31,
2019
(in thousands)
18,012 $
(12,463)
5,549 $
(21,311) $
(22,462)
(43,773) $
2018
5,455
(4,946)
509
2020
Year Ended December 31,
2019
(in thousands)
2018
8,522 $
2,540
665
(1,861)
9,866 $
906 $
884
392
(1,073)
1,109 $
775
351
(323)
2,086
2,889
$
$
$
$
On March 27, 2020, H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into legislation which includes
business tax provisions that impact taxes related to 2018, 2019 and 2020. Some of the significant tax law changes in accordance with the CARES Act are to
increase the limitation on deductible business interest expense for 2019 and 2020, allow for the five-year carryback of net operating losses for 2018-2020,
suspend the 80% limitation of taxable income for net operating loss carryforwards for 2018-2020, and accelerate the ability to claim refunds of Alternative
Minimum Tax (“AMT”) credit carryforwards.
The CARES Act remedied certain aspects of the Tax Act such as accelerated depreciation recovery for assets defined as qualified improvement property
and carryback of operating losses to fiscal tax years. The latter required carryback of Filament losses to pre-acquisition fiscal years ended March 31, 2017
and March 31, 2016, which resulted in a tax expense that exceeded the benefit received
F-32
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
from the various CARES Act provisions claimed by the Company. The Company received a tax refund of $2.3 million in the third quarter of 2020.
On December 22, 2017, the Tax Cuts and Jobs Act (“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, imposing a one-time transition tax on foreign
unremitted earnings, and setting limitations on the deductibility of certain costs (e.g., interest expense). For the year ended December 31, 2017, the
Company accrued $0.3 million of tax expense for the Tax Act’s one-time transition tax on the Company’s material wholly owned foreign subsidiaries’
accumulated, unremitted earnings and $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%. As of December 31, 2018, the Company had completed the accounting for the effects of the Act.
The Company had included the impact of the Act on its annual effective tax rate and has recorded an additional provision of $0.7 million primarily related
to an adjustment to the estimated transition tax liability, including an uncertain tax position.
Since January 1, 2018, the Tax Act has subjected the Company to a tax on global intangible low-taxed income (“GILTI”) earned by certain foreign
subsidiaries, base erosion anti-abuse tax (“BEAT”), foreign derived intangible income tax (“FDII”), and IRC Section 163(j) interest limitation (“Interest
Limitation”). Entities can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as
GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The Company had elected to account for the GILTI tax
as a current period expense. The Company did not have GILTI liability and was not subject to BEAT in 2020 and 2019. The tax impact of FDII was
immaterial for 2020 and 2019. The Company was not subject to an interest limitation in 2020 and 2019, due to the favorable provisions provided under the
CARES Act.
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 and (liabilities) are as
follows:
Deferred income tax assets:
Operating lease liabilities
Stock options
Inventory
Operating loss carryforwards
Accounts receivable allowances
Accrued compensation
Deferred compensation
Other
Total deferred income tax assets
Deferred income tax liabilities:
Operating lease right-of-use assets
Fixed assets
Intangibles
Total deferred income tax liabilities
Net deferred income tax liability
Valuation allowance
Net deferred income tax liability
December 31,
2020
2019
(in thousands)
27,502 $
2,178
2,438
9,894
1,461
1,839
1,310
3,061
49,683 $
(23,127) $
(1,920)
(28,447)
(53,494)
(3,811)
(6,903)
(10,714) $
29,126
2,660
2,351
8,041
777
846
1,123
911
45,835
(25,084)
(2,431)
(27,782)
(55,297)
(9,462)
(4,223)
(13,685)
$
$
$
$
The Company has capital loss carryforwards of $7.7 million in foreign jurisdictions and $1.0 million in the U.S. federal jurisdiction at December 31, 2020
that are offset entirely by a valuation allowance.
The Company has net operating losses in foreign jurisdictions of $39.2 million and $11.8 million in state jurisdictions at December 31, 2020 that are offset
entirely by a valuation allowance. The state net operating losses begin to expire in 2026.
All U.S. federal losses have been carried back as a result of the CARES Act and no carryforwards remain.
F-33
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The provision for income taxes (before equity in earnings) differs from the amounts computed by applying the applicable federal statutory rates as follows:
Federal income taxes at the statutory rate
Increases (decreases):
(1)
State and local income taxes, net of Federal income tax benefit
Foreign rate differences
Impairment of goodwill
Non-deductible expenses
Tax Act- revaluation of net deferred tax assets and other
Tax Act- transition tax
Uncertain tax positions
Research and development credit
Federal return to provision
Loss of Filament pre-acquisition attributes due to CARES Act
Equity-based compensation
Valuation Allowance
Other
Provision for income taxes
2020
Year Ended December 31,
2019
2018
21.0 %
21.0 %
21.0 %
38.9
(43.9)
65.5
16.4
—
—
4.0
(7.2)
6.8
8.6
19.4
48.3
—
177.8 %
(1.7)
2.1
(20.8)
(1.2)
—
—
(0.3)
1.4
0.4
—
—
(3.1)
(0.3)
(2.5)%
97.4
(76.1)
98.6
129.9
16.8
43.0
302.8
(18.5)
(27.5)
—
—
(34.2)
14.4
567.6 %
(1)
In 2019, the rate for the impairment of goodwill was (20.8)% due to a pretax loss position.
The estimated values of the Company’s gross uncertain tax positions at December 31, 2020, 2019 and 2018 are liabilities of $1.6 million, $1.5 million and
$2.0 million, respectively, and consist of the following:
Balance at January 1
Additions based on tax positions related to the current year
Additions based on tax positions related to the prior year
Reductions for tax position of prior years
Balance at December 31
2020
Year Ended December 31,
2019
(in thousands)
2018
$
$
(1,508) $
(149)
—
9
(1,648) $
(1,975) $
(29)
—
496
(1,508) $
(161)
(626)
(1,302)
114
(1,975)
The Company had approximately $0.1 million and $0.1 million, net of federal and state tax benefit, accrued at December 31, 2020 and 2019, 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 $2.0 million, 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 none 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 2017. The Company has identified the following
jurisdictions as “major” tax jurisdictions: U.S. Federal, California, Georgia, Illinois, Massachusetts, New Jersey, New York and the United Kingdom. At
December 31, 2020, the periods subject to examination by the Company’s major state jurisdictions, except for New York State, are generally for the years
ended 2016 through 2019. In certain jurisdictions Filament may have additional periods subject to examination. The Company’s 2015 U.S. Federal income
tax return audit was completed as of June 30, 2020 with no assessments. The Company's New York State tax returns for years 2015-2016 remain under
audit with no material assessments as of December 31, 2020.
F-34
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
NOTE 13 — BUSINESS SEGMENTS
Segment information
The Company has two reportable segments, U.S. and International. The Company has segmented its operations to reflect the manner in which management
reviews and evaluates the results of its operations. The U.S. segment includes the Company’s primary domestic business that designs, markets and
distributes its products to retailers, distributors and directly to consumers through its own websites. The International segment consists of certain business
operations conducted outside the U.S. Management evaluates the performance of the U.S. and International 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 fees and consulting fees, are not allocated to the specific segments and are reflected as unallocated corporate expenses.
Net sales:
U.S.
International
Total net sales
Income from operations:
(1)(2)
U.S.
International
Unallocated corporate expenses
(3)(4)
Total income from operations
Depreciation and amortization:
U.S.
International
Total depreciation and amortization
Capital expenditures:
U.S.
International
Total capital expenditures
Year Ended December 31,
2020
2019
(in thousands)
2018
$
$
$
$
$
$
$
$
683,539 $
85,630
769,169 $
60,378 $
(12,835)
(22,573)
24,970 $
20,018 $
4,646
24,664 $
1,467 $
615
2,082 $
644,171 $
90,731
734,902 $
19,826 $
(22,962)
(20,259)
(23,395) $
20,653 $
4,462
25,115 $
2,078 $
7,091
9,169 $
609,114
95,428
704,542
44,213
(5,395)
(20,239)
18,579
18,840
4,489
23,329
7,746
156
7,902
(1)
(2)
(3)
(4)
In 2019 and 2018, income from operations for the U.S. segment includes $0.7 million and $2.1 million of restructuring expenses related to the U.S.
restructuring plan and the Filament integration, respectively, as described in NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES
In 2020 and 2019, the Company recognized non-cash impairment charges of $20.1 million and $33.2 million, respectively, related to the U.S.
segment as described in NOTE 7 — GOODWILL AND INTANGIBLE ASSETS
In 2020, 2019 and 2018, income from operations for the International segment includes $0.2 million, $0.7 million and $0.2 million, respectively, of
restructuring expenses, as described in NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES.
In 2019 and 2018, The Company recognized a $9.7 million non-cash goodwill impairment charge related to the European kitchenware business and
a non-cash goodwill impairment charge of $2.2 million related to the European tableware business, respectively, as described in NOTE 7 —
GOODWILL AND INTANGIBLE ASSETS
Assets:
U.S.
International
Unallocated corporate
Total assets
F-35
December 31,
2020
2019
(in thousands)
$
$
661,321 $
110,222
35,938
807,481 $
639,047
117,935
13,041
770,023
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Goodwill:
U.S.
Beginning balance
Purchase price adjustment
Impairment
Ending balance
International
Beginning balance
Foreign currency translation adjustment
Impairment
Ending balance
Total goodwill
Geographical information
The following table sets forth long-lived assets by the major geographic locations:
Long-lived assets, excluding intangible assets, at period-end:
United States
Mexico
United Kingdom
Rest of World
Total
NOTE 14 — COMMITMENTS AND CONTINGENCIES
Royalties
Year Ended December 31,
2019
2020
(in thousands)
$
49,371 $
—
(19,100)
30,271
—
—
—
—
$
30,271 $
81,641
972
(33,242)
49,371
10,049
(301)
(9,748)
—
49,371
December,
2020
2019
(in thousands)
$
$
16,985 $
20,032
8,157
446
45,620 $
23,455
21,288
8,353
432
53,528
The Company has license agreements that require the payment of royalties on sales of licensed products which expire through 2048. Future minimum
royalties payable under these agreements are as follows (in thousands):
Year ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
$
$
10,045
10,091
709
582
101
5,243
26,771
F-36
Table of Contents
Legal proceedings
Wallace EPA Matter
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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. The 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 the 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 the 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 an initial operable unit, 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 total net present worth estimated cost for its selected remedy is $7.3 million. The EPA also designated a second
operable unit under which the EPA has and will continue to 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 planned to expand its field investigation for the RI/FS to a 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.
In December 2018, the Company, WSPR, and other identified Potentially Responsible Parties affiliated with the Site entered into tolling agreements to
extend the statute of limitations for potential claims for the recovery of response costs for the initial operable unit under Section 107 of CERCLA. In
February 2020, the tolling agreements were extended to November 2020. In November 2020, the tolling agreements were extended to November 2021. The
tolling agreements do not constitute in any way an admission or acknowledgment of any fact, conclusion of law or liability by the parties to the agreements.
The EPA released its proposed plan for a second operable unit in July 2019. The public comment period for the proposed plan ended on September 10,
2019. On September 30, 2019, the EPA issued the ROD for operable unit 2 (“OU-2”), electing to implement its preferred remedy which consists of in-situ
treatment of groundwater and a monitored natural attenuation program including monitoring of the plume fringe at the Site. The EPA’s estimated total net
present worth cost for its selected remedy is $17.3 million.
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.
U.S. Customs and Border Protection matter
By letter dated August 26, 2019, the Company was advised that U.S. Customs and Border Protection ("CBP") had commenced an investigation, pursuant to
19,000 U.S.C. §1592, regarding the Company’s tariff classification of certain tableware and kitchenware. The issue centers on whether such merchandise
meets the criteria for reduced duty rates as specified sets as those terms are defined in Chapter 69, Note 6(b), Harmonized Tariff System of the United
States. The period of investigation is stated to be from August 26, 2014 to the present. Since being notified of the investigation, the Company has obtained
a significant amount of evidence that, the
F-37
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Company believes, supports that the imported products were properly classified as specified sets. The Company's counsel filed a Lead Protest and
Application for Further Review with CBP on February 5, 2020 (the "Lead Protest") relating to a single shipment made during the investigation period.
CBP approved the Company’s Lead Protest on June 8, 2020 stating that the specified set requirement was fulfilled with respect to the protested shipment
based on information provided by the Company. Based on this decision, no additional duties will be owed for the seven tableware collections imported in
this shipment.
The Company also compiled and submitted to CBP a complete set of supporting documents for three additional protests (for the remaining 29 tableware
collections that were imported by the Company under the protested shipments). One of these three was approved on October 15, 2020; the other two
remain pending. If the CBP approves these additional claims and accepts the evidence presented as it did with the Lead Protest, then no additional duties
will be owed for the remaining protested shipments.
Because the period of investigation covers a five-year period, the Company is compiling supporting documentation packages for all tableware collections
imported during this period.
In the event CBP accepts the evidence presented, then no additional duties or penalties will be owed. If CBP rejects the Company’s
position, then the estimated amount of duties that could be owed is $2.6 million. In such event, it is reasonably possible that additional
penalties could be assessed, depending upon the level of culpability found, of up to $5.2 million for negligence and up to $10.4 million for gross
negligence. In the event penalties are assessed, the Company will have the opportunity to further contest CBP’s findings and
seek cancellation or mitigation of such assessments.
Accordingly, based on the above uncertainties and variables, the Company considers the potential losses related to this matter to be reasonably possible, but
not probable. 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.
Other
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.
NOTE 15 — RETIREMENT PLANS
401(k) plan and other defined contribution plans
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 $19,500 ($26,000 for employees 50 years or over) for 2020. The Company
suspended its matching contribution in 2009 as an expense savings measure. The Company’s United Kingdom-based subsidiary, Lifetime Brands Europe
Limited, maintains a defined contribution pension plan.
Retirement benefit obligations
The Company assumed retirement benefit obligations, which are paid to certain former executives of a business acquired in 2006. The obligations under the
agreements with these former executives are unfunded and amounted to $8.0 million at December 31, 2020 and $7.3 million at December 31, 2019.
The discount rate used to calculate the retirement benefit obligations was 2.02% at December 31, 2020 and 2.88% at December 31, 2019. The retirement
benefit obligations are included in accrued expenses and other long-term liabilities.
The Company expects to recognize $0.2 million of actuarial losses included in accumulated other comprehensive loss in net periodic benefit cost in 2021.
F-38
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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,
2021
2022
2023
2024
2025
2026 through 2030
$
431
474
455
435
417
1,845
NOTE 16 — OTHER
Inventory
The components of inventory are as follows:
Finished goods
Work in process
Raw materials
Total
Property and equipment
Property and equipment (including finance leases) consist of:
Machinery, furniture and equipment
Leasehold improvements
Computer hardware and software
Building and improvements
Construction in progress
Land
Total
Less: accumulated depreciation and amortization
Total
December 31,
2020
2019
(in thousands)
194,209 $
45
8,910
203,164 $
165,950
61
7,416
173,427
December 31,
2020
2019
(in thousands)
74,494 $
38,467
36,997
791
87
100
150,936
(127,816)
23,120 $
73,634
38,293
35,458
780
337
100
148,602
(120,434)
28,168
$
$
$
$
Depreciation and amortization expense of property and equipment for the years ended December 31, 2020, 2019 and 2018 was $7.4 million, $8.0 million
and $8.0 million, respectively.
F-39
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Long term liabilities
Long term liabilities consist of:
Retirement benefit obligations
Other non-income tax liabilities
Derivative financial instruments
Unearned revenues
Deferred payroll non-income tax liabilities
Royalty obligation
Other long term obligations
Total
Accrued expenses
Accrued expenses consist of:
Customer allowances and rebates
Compensation and benefits
Interest
Vendor invoices
Royalties
Commissions
Freight
Professional fees
Foreign exchange forward contracts
Restructuring
Other
Total
Supplemental disclosure of cash flow information
Cash paid for interest
Cash paid for taxes, net of refunds
Non-cash investing activities:
Translation adjustment
December 31,
2020
2019
(in thousands)
7,534 $
2,824
2,776
1,444
1,261
475
169
16,483 $
6,838
2,705
—
1,728
—
878
65
12,214
December 31,
2020
2019
(in thousands)
30,913 $
19,016
749
6,536
3,007
1,380
6,669
2,060
—
—
9,720
80,050 $
18,834
10,542
334
3,428
2,391
894
3,263
1,941
180
59
10,194
52,060
$
$
$
$
2020
Year Ended December 31,
2019
(in thousands)
2018
$
$
15,476 $
5,161
18,859 $
2,057
16,319
2,599
(2,062) $
(292) $
(5,906)
F-40
Table of Contents
LIFETIME BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Components of accumulated other comprehensive loss, net
Accumulated translation adjustment:
Balance at beginning of year
Translation adjustment during period
Amount reclassified from accumulated other comprehensive loss:
(1)
Currency translation adjustment
Balance at end of year
Accumulated deferred gains (losses) on cash flow hedges:
Balance at beginning of year
Derivative fair value adjustment, net of tax
Amounts reclassified from accumulated other comprehensive loss:
(2)
Settlement of cash flow hedges
Balance at end of year
Accumulated effect of retirement benefit obligations:
Balance at beginning of year
Net (loss) income arising from retirement benefit obligations, net of tax
Amount reclassified from accumulated other comprehensive loss:
(3)
Amortization of loss, net of tax
Balance at end of year
Total accumulated other comprehensive loss at end of period
2020
Year Ended December 31,
2019
(in thousands)
2018
(34,019) $
(2,062)
(33,727) $
(292)
235
(35,846) $
—
(34,019) $
1,164 $
(3,273)
984
(1,125) $
(1,600) $
(680)
79
(2,201) $
161 $
1,212
(209)
1,164 $
(1,050) $
(601)
51
(1,600) $
(27,821)
(5,906)
—
(33,727)
14
161
(14)
161
(1,518)
373
95
(1,050)
(39,172) $
(34,455) $
(34,616)
$
$
$
$
$
$
$
(1)
(2)
(3)
Amount is recorded in equity in earnings on the consolidated statements of operations.
Amounts reclassified are recorded in interest expense and cost of goods sold on the consolidated statements of operations.
Amount is recorded in selling, general and administrative expenses on the consolidated statements of operations.
NOTE 17 — SUBSEQUENT EVENTS
Acquisition of Year and Day
On February 26, 2021, the Company acquired the business and certain assets of Year and Day, a designer and distributor of ceramic dinnerware, stainless
steel flatware and Italian glassware.
F-41
Item 15(a)
COL. A
Description
Year ended Year ended December 31, 2020
Deducted from asset accounts:
LIFETIME BRANDS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
COL. C
Charged to
costs and
expenses
COL. B
Balance at
beginning
of period
Deductions
COL. D
COL. E
Balance at
end of
period
Allowance for doubtful accounts
Reserve for sales returns and allowances
Year ended Year ended December 31, 2019
Deducted from asset accounts:
Allowance for doubtful accounts
Reserve for sales returns and allowances
Year ended Year ended December 31, 2018
Deducted from asset accounts:
Allowance for doubtful accounts
Reserve for sales returns and allowances
$
$
$
$
$
$
1,333 $
8,348
9,681 $
1,496 $
6,359
7,855 $
1,158 $
5,032
6,190 $
4,512
11,280
15,792
(c)
536
6,390
6,926
(c)
786
4,717
5,503
(c)
$
$
$
$
$
$
(a)
(b)
(1,221)
(7,239)
(8,460)
(a)
(b)
(699)
(4,401)
(5,100)
(a)
(b)
(448)
(3,390)
(3,838)
$
$
$
$
$
$
4,624
12,389
17,013
1,333
8,348
9,681
1,496
6,359
7,855
(a)
(b)
(c)
Uncollectible accounts written off, net of recoveries.
Allowances granted.
Charged to net sales.
S-1
Exhibit 10.43
AMENDMENT NO. 1 TO THE RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of October 9, 2020, by and between
Lifetime Brands, Inc., a Delaware corporation, in its capacity as the administrative agent for the Sellers (in such capacity, the “Seller Agent”), as a Seller,
and as initial “Servicer”, and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association with an office at 452 Fifth Avenue, New
York, New York 10018 (the “Purchaser”).
RECITALS
WHEREAS, the Seller Agent, Seller, Servicer and Purchaser are party to that certain Receivables Purchase Agreement, dated as of September 30,
2016, (as the same may be amended, modified, supplemented, restated from time to time, the “RPA”),
WHEREAS, the Seller has requested that the Purchaser amend certain provisions of the RPA and the Purchaser is willing, on the terms and
subject to the conditions hereinafter set forth, to modify the RPA as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:
Section 1. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the RPA unless
the context otherwise requires.
Section 2. Amendment. On the Amendment Effective Date (as defined below), the RPA shall be amended by amending Exhibit A (Definitions) as
follows:
(a) By deleting the definition of “Facility Amount” in its entirety and replacing it with the following:
“Facility Amount: Up to USD 30,000,000.”
(b) By deleting the definition of “Discount Rate” in its entirety and replacing it with the following
“Discount Rate: A rate equal to LIBOR plus 1.75% per annum.”
(c) By deleting the definition of “LIBOR” and “LIBOR01 Page" in their entirety and replacing it with the following:
“LIBOR”: The rate established by Purchaser (calculated on the basis of actual days elapsed over a 360-day year) equal to the offered rate as
administered by ICE Benchmark Administration Limited (or any other successor thereto which takes over administration of such rate) appearing on
Bloomberg Page BBAM1 screen (or on any successor or substitute page of such Bloomberg screen providing rate quotations comparable to those currently
provided on such page of such Bloomberg screen) as of 11:00 a.m. (London time) two (2) Business Days immediately preceding the related Purchase Date
with respect to Purchased Receivables for the LIBOR Period (as defined below). In the event that such rate does not appear on the Bloomberg Page
BBAM1 screen at such time, or if for any reason such rate is not available, “LIBOR” shall be determined by reference to such other comparable publicly
available service for displaying the offered rate for deposits in Dollars in the London interbank market as may be selected by Purchaser and, in the absence
of availability, such other method to determine such offered rate as may be selected by Purchaser in its sole discretion. For purposes of this definition,
“LIBOR Period” means a 60-day period, as may be modified from time to time as agreed to by Seller and the Purchaser to reflect the tenor of Receivables
contemplated for purchase by the Purchaser under this Agreement. Notwithstanding anything to the contrary contained herein, if the LIBOR rate
established or determined by the Purchaser pursuant to this definition shall be less than zero, LIBOR shall be deemed to be zero.
Section 3. Effectiveness of This Amendment. This Amendment shall not be effective until the Purchaser receives a counterpart of this Amendment
executed by the Seller, Servicer and the Purchaser, and any such other documents as the Purchaser may reasonably request (the “Amendment Effective
Date”).
Section 4. Representations. The Seller represents and warrants to the Purchaser as follows:
(a) each representation and warranty made or deemed made by the Seller in the RPA is true and correct as of the date hereof, except to the extent
that a representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty was true and accurate on and as of
such earlier date);
(b) no Event of Repurchase has occurred and is continuing as of the date hereof;
(c) the execution, delivery and performance by the Seller of this Amendment and the RPA, as amended hereby, (i) are within the Seller’s corporate
or other organizational powers, (ii) have been duly authorized by all necessary corporate or other organizational action; (iii) do not contravene (A) the
Seller’s Organizational Documents, (B) any law, rule or regulation applicable to the Seller, (C) any contractual restriction binding on or affecting the Seller
or its property, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property.
(d) the Amendment and the RPA are legal, valid and binding obligations of the Seller and so long as the Seller acts as Servicer, enforceable against
the Seller and the Servicer, as applicable, in accordance with their terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance
or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at
equity or law).
Section 5. Reaffirmation; Effect of Amendment. The Seller and the Servicer each acknowledges and reaffirms that the RPA, as hereby amended, is
hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the RPA, except as amended by this Amendment, shall remain
unmodified and in full force and effect. All references in any document or instrument to the RPA are hereby amended to refer to the RPA as amended by
this Amendment. If any part of this Amendment is for any reason found to be unenforceable, all other portions of it shall nevertheless remain enforceable.
The RPA and any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the RPA are hereby amended so that
any reference to the RPA shall mean a reference to the RPA amended by this Amendment.
Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflict of laws principles.
Section 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
Section 8. Counterparts. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by fax or by email shall be effective as delivery of a manually executed
counterpart of this Amendment.
Section 9. ENTIRETY. THIS AMENDMENT, THE RPA, AND ANY OTHER RELATED DOCUMENTS EMBODY THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING
TO THE SUBJECT MATTER HEREOF. THESE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
Section 10. Successors. This Amendment binds and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.
LIFETIME BRANDS, INC. as Seller and initial Servicer
By:
Name:
Title:
/s/ Laurence Winoker
Laurence Winoker
Senior Vice President -Finance,Treasurer and Chief Financial
Officer
HSBC BANK USA, NATIONAL ASSOCIATION, as
Purchaser
By:
Name:
Title:
/s/ William Conlan
William Conlan
Senior Vice President
Subsidiaries of the Registrant
Name of subsidiary
Creative Tops Limited
KitchenCraft Lifetime Brands B.V.
Grand Venture Enterprises Limited
Kitchen Craft (Asia) Limited
La Cafetiere (UK) Limited
Lifetime Brands (Jersey) Limited
Lifetime Brands Europe Limited
Lifetime Brands Global Limited
Lifetime Brands, Inc. (HK) Limited
Lifetime Brands Global Trading (Shanghai) Company Limited
Lifetime Brands Holdings Limited
Lifetime Brands UK Limited
New Goal Development Limited
Pfaltzgraff Factory Stores, Inc.
The Chef’n Corporation
Thomas Plant (Birmingham) Holdings Limited
Wallace Silversmiths de Puerto Rico Ltd.
LTB de México, S.A. de C.V.
Exhibit 21.1
State/Country of Incorporation
Ownership
United Kingdom
Netherlands
Hong Kong
Hong Kong
United Kingdom
Jersey, Channel Islands
United Kingdom
Hong Kong
Hong Kong
China
United Kingdom
United Kingdom
Hong Kong
Delaware
Washington
United Kingdom
Cayman Islands
Mexico
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
Exhibit 23.1
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, 333-226666, 333-239539) pertaining to the Amended and Restated 2000 Long-Term Incentive Plan of Lifetime Brands, Inc. of our
reports dated March 10, 2021, 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, 2020.
/s/ ERNST & YOUNG LLP
Jericho, New York
March 10, 2021
Consent of Independent Registered Public Accounting Firm
Exhibit 23.2
To the Board of Directors and Stockholders of
Grupo Vasconia, S.A.B.
Avenida 16 de septiembre #346
Colonia El Partidor
Cuautitlán, Estado de México,
C.P. 54879
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-105282, 333-146017, 333-162734, 333-186208, 333-
208961, 333-221613, 333-226666, 333-239539) of Lifetime Brands, Inc. of our report dated March 10, 2021 relating to the consolidated financial
statements (not presented separately herein) of Grupo Vasconia, S.A.B. and subsidiaries (the “Company”) included in the December 31, 2020 annual report
on Form 10-K of Lifetime Brands, Inc.
Our report dated March 10, 2021 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 24 to the consolidated financial statements of the Company.
Castillo Miranda y Compañía, S.C. (BDO Mexico)
/s/ C.P.C. Jose Luis Villalobos Zuazua
C.P.C. Jose Luis Villalobos Zuazua
Partner
Mexico City, Mexico
March 10, 2021
Exhibit 31.1
I, Robert B. Kay, certify that:
1. I have reviewed this Annual Report on Form 10-K of Lifetime Brands, Inc. (“the registrant”);
CERTIFICATION
2. 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;
3. 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;
4. 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. 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;
b. 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;
c. 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
d. 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. 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
b. 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 10, 2021
/s/ Robert B. Kay
Robert B. Kay
Chief Executive Officer and Director
Exhibit 31.2
I, Laurence Winoker, certify that:
1. I have reviewed this Annual Report on Form 10-K of Lifetime Brands, Inc. (“the registrant”);
CERTIFICATION
2. 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;
3. 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;
4. 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. 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;
b. 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;
c. 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
d. 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. 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
b. 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 10, 2021
/s/ Laurence Winoker
Laurence Winoker
Senior Vice President -Finance,Treasurer and Chief Financial Officer
Exhibit 32.1
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, 2020 (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.
/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 10, 2021
Date: March 10, 2021
A signed original of this certification required by 18 U.S.C. 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 certification is being furnished solely pursuant to 18 U.S.C. 1350, shall not be deemed “filed” with the Securities and Exchange Commission for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under that section, and shall not be deemed 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, irrespective of
any general incorporation by reference language contained in such filing.
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Grupo Vasconia, S.A.B.
Opinion on the consolidated financial statements
Exhibit 99.1
We have audited the accompanying consolidated statements of financial position of Grupo Vasconia S.A.B. and Subsidiaries (the “Company”) as of
December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three
years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”) (not present herein).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020
and 2019, and the consolidated results of operations and its cash flows for each of the three years in the period ended December 31, 2020, 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 24 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 the Company’s
consolidated financial statements based on our audit. 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 and in accordance with International Standards on Auditing. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.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 audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
As described in notes 2 and 4 to the Company's consolidated financial statements, on February 19, 2020, the Company completed the acquisition of Alucal
pursuant to the terms of the Termination and Settlement Agreement entered on that date with the former shareholders of such entity. The transaction was
accounted for as a business combination. As a result of the acquisition, the Company obtained the effective control of Alucal, which until the transaction
date was accounted for under the equity method. The purchase price was allocated based on the fair values of the assets acquired, which principally
consisted of land, buildings and machinery and equipment, and the liabilities assumed, including a gain on a bargain purchase of $192 million.
Auditing the Company's accounting for its acquisition of Alucal was complex due to the significant estimation required by management to determine the
fair value of the previously held interest in Alucal and of the assets acquired. Determining the fair value of the previously held interest in Alucal required
judgment to assess the fair value methodology utilized and the related significant assumptions, such as future cash flows and the weighted average cost of
capital. There was also significant judgment involved in determining the fair value of the assets acquired applying the cost approach by estimating the
amount that would be required currently to substitute an asset of comparable utility and use condition. The estimate takes into account the condition of the
asset and the environment in which it operates, including physical deterioration, functional and economic obsolescence, as well as installation costs.
The primary procedures we performed to address this critical audit matter included:
• Obtaining an understanding over the Company's business combinations process, including management's review of the significant assumptions
and determination of fair value methods utilized.
• Utilizing professionals with specialized skills and knowledge to assist in: (i) evaluating the reasonableness of the purchase price allocation
methodology used by management to determine the fair value of the consideration transferred and the tangible assets acquired, (ii) evaluating
management's significant assumptions described above, and (iii) performing sensitivity analyses of certain significant assumptions used to
determine fair values.
• Testing the completeness and accuracy of the underlying data.
CASTILLO MIRANDA Y COMPAÑÍA, S.C.
/s/ Jose Luis Villalobos Zuazua
Jose Luis Villalobos Zuazua
We have served as the Company’s auditor since 2018.
Mexico City, Mexico
March 10, 2021
officers and directors
JEFFREY SIEGEL
Chairman of the Board of Directors
Executive Chairman
ROBERT B. KAY
Chief Executive Officer
Director
DANIEL SIEGEL
President
LAURENCE WINOKER
Senior Vice President – Finance
Treasurer and Chief Financial Officer
corporate information
SARA SHINDEL
General Counsel and Secretary
VERONIQUE GABAI-PINSKY
Director
RACHAEL A. JAROSH
Director
JOHN KOEGEL
Director
CHERRIE NANNINGA
Director
CRAIG PHILLIPS
Director
BRUCE G. POLLACK
Director
MICHAEL J. REGAN
Director
MICHAEL SCHNABEL
Director
CORPORATE HEADQUARTERS
1000 Stewart Avenue | Garden City, NY 11530 | (516) 683-6000
CODE OF BUSINESS CONDUCT AND ETHICS
The Company’s Code of Business Conduct and Ethics can be found
on the Company’s corporate website at www.lifetimebrands.com.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP | One Jericho Plaza | Jericho, NY 11753
TRANSFER AGENT & REGISTRAR
Computershare | P.O. Box 505000 | Louisville, KY 40233-5000 | United States
By Overnight Delivery
462 South 4th Street | Suite 1600
Louisville, KY 40202 | United States
ANNUAL MEETING
The Annual Meeting of Stockholders will be held at 10:30 a.m., Eastern Time,
on Thursday, June 24, 2021 virtually via live webcast at www.meetingcenter.io/276069916
*NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA represents a non-GAAP financial measure. This non-GAAP financial measure is provided because the Company uses it in evaluating its financial results and trends and as an indicator of business performance.
FORWARD-LOOKING STATEMENTS
In this annual report, the use of the words “believe,” “could,” “expect,” “intend,” “may,” “positioned,” “project,” “projected,” “should,” “will,” “would” or similar expressions is intended to identify forward-looking statements. Such statements
include all statements regarding the growth of the Company, our financial outlook, our ability to navigate the current environment and advance our strategy, our commitment to increasing investments in future growth initiatives, our initiatives to
create value, our efforts to mitigate geopolitical factors and tariffs, our efforts to stabilize our international business, our current and projected financial and operating performance, results, and profitability, as well as our future plans and intentions
regarding the Company and its consolidated subsidiaries. Such statements represent the Company’s current judgments, estimates, and assumptions about possible future events. The Company believes these judgments, estimates, and assumptions
are reasonable, but these statements are not guarantees of any events or financial or operational results, and actual results may differ materially due to a variety of important factors. Such factors might include, among others, the Company’s ability
to comply with the requirements of its credit agreements; the availability of funding under such credit agreements; the Company’s ability to maintain adequate liquidity and financing sources and an appropriate level of debt, as well as to deleverage
its balance sheet; the possibility of impairments to the Company’s goodwill; the possibility of impairments to the Company’s intangible assets; changes in US or foreign trade or tax law and policy; the impact of tariffs on imported goods and materials;
changes in general economic conditions which could affect customer payment practices or consumer spending; the impact of changes in general economic conditions on the Company’s customers; customer ordering behavior; the performance of our
newer products; expenses and other challenges relating to the integration of any future acquisitions; changes in demand for the Company’s products; changes in the Company’s management team; the significant influence of the Company’s largest
stockholder; fluctuations in foreign exchange rates; changes in US trade policy or the trade policies of nations in which we or our suppliers do business; uncertainty regarding the UK’s exit from the European Union; shortages of and price volatility for
certain commodities; global health epidemics, such as the COVID-19 pandemic; social unrest, including related protests and disturbances, and significant changes in the competitive environment and the effect of competition on the Company’s markets,
including on the Company’s pricing policies, financing sources and ability to maintain an appropriate level of debt. The Company undertakes no obligation to update these forward-looking statements other than as required by law.
a
winning
strategy
Lifetime Brands, Inc.
1000 Stewart Avenue, Garden City, New York 11530
www.lifetimebrands.com