UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 6, 2009

 

Lifetime Brands, Inc.
(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

 

0-19254

11-2682486

(Commission File Number)

(IRS Employer Identification No.)

 

 

1000 Stewart Avenue, Garden City, New York 11530
(Address of Principal Executive Offices)(Zip Code)

 

 

(Registrant’s Telephone Number, Including Area Code)516-683-6000

 

 

(Former Name or Former Address, if Changed Since Last Report) N/A

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 2.02.   Results of Operation and Financial Condition.

 

On August 6, 2009, Lifetime Brands, Inc. (the “Company”) issued a press release announcing the Company’s results for the three months ended June 30, 2009. A copy of the Company’s press release is attached as Exhibit 99.1.

 

The press release attached as Exhibit 99.1 contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. To supplement the Company’s results of operations presented in accordance with GAAP, the Company is presenting non-GAAP information regarding earnings (loss) before interest, taxes, depreciation, amortization, restructuring expenses and stock option expense.

 

These non-GAAP measures are provided to enhance the user’s overall understanding of the Company’s current financial performance. Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by excluding certain items that may not be indicative of the Company’s core operating results. These measures should be considered in addition to results prepared in accordance with GAAP, but are not a substitute for or superior to GAAP results. The non-GAAP measures included in the attached press release have been reconciled to the equivalent GAAP measure.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d) 

 Exhibits

 

 

 

 

 

99.1

Press release dated August 6, 2009.

 

 

 

 

 

 

 


Signature

 

Pursuant to the requirements 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.

 

 

 

 

 

Lifetime Brands, Inc.

 

 

 

 

 

By: 

 /s/ Laurence Winoker

 

 

Laurence Winoker
Senior Vice President – Finance, Treasurer

and Chief Financial Officer

 

 

Date: August 6, 2009

 

 

 

 

 

 

 

 

Exhibit 99.1

 


 

LIFETIME BRANDS ANNOUNCES SECOND QUARTER 2009 FINANCIAL RESULTS

 

Company Reports Significant Increases in Adjusted EBITDA

 

Garden City, NY, August 6, 2009 -- Lifetime Brands, Inc. (NASDAQ: LCUT), North America's leading resource for nationally branded kitchenware, tabletop and home décor products, today announced financial results for the second quarter ended June 30, 2009.

 

Net sales for the three months ended June 30, 2009, totaled $85.3 million, as compared to net sales of $92.4 million for the same period in 2008. On a comparable basis, excluding 2008 net sales of the Company’s retail stores, which were closed in December 2008, and adjusting 2009 net sales of Mikasa®, which was acquired on June 6, 2008, to reflect net sales only for the period after June 6, 2009, the same post-acquisition period as 2008, net sales for the quarter were $78.4 million in 2009, as compared to $85.2 million in 2008.

 

The Company reported a net loss of $1.3 million, or $0.10 per diluted share for the 2009 period, compared to a net loss of $3.6 million, or $0.30 per diluted share, for the 2008 quarter. On a pre-tax basis, the loss for the quarter was $1.0 million in 2009, as compared to a loss of $8.9 million in 2008.

 

Adjusted EBITDA, which the Company defines as earnings (loss) before interest, taxes, depreciation, amortization, restructuring expenses and stock option expense, as shown in the table below, was $4.6 million for the 2009 quarter, as compared to $(2.7) million in the 2008 period. For the six months ended June 30, 2009, Adjusted EBITDA was $5.6 million, as compared to $(5.2) million in the 2008 period.

 

Net sales for the Company’s wholesale segment in the second quarter of 2009 were $80.9 million, an increase of 1.3%, compared to net sales of $79.9 million for the 2008 quarter. On a comparable basis, adjusting 2009 net sales of Mikasa®, which was acquired on June 6, 2008, to reflect net sales only for the period after June 6, 2009, the same post-acquisition period as 2008, the wholesale segment’s net sales were $74.6 million in 2009, a decrease of $5.3 million or 6.6% compared to the 2008 period.

 

The decrease in comparable wholesale net sales was primarily attributable to lower volume, due, in part, to the non-recurrence of sales to Linens ‘N Things, which was liquidated in 2008, less inventory reduction plan activity, the Company’s elimination of certain low-margin business in the 2009 period and the planned effect of a change in the Company’s relationship with Accent-Fairchild Group, a Canadian company that previously had served as the Company’s distributor in Canada and now operates a portion of its business as Lifetime Brands Canada. The Company’s share of the operating profit of Lifetime Brands Canada is included in net sales.

 

 

 

Net sales for the direct-to-consumer segment in the second quarter of 2009 were $4.4 million compared to $12.5 million for the 2008 period. In 2009, the Company’s direct-to-consumer segment reflects the results of the Pfaltzgraff® Internet website and mail order catalog and the Mikasa® Internet website. On a comparable basis, excluding the net sales from the Mikasa® Internet website in 2009 and the net sales generated by the Company’s retail stores in 2008, net sales for the direct-to-consumer segment were $3.8 million in the second quarter of 2009 compared to $5.3 million in the 2008 period.

 

Jeffrey Siegel, Chairman, President and Chief Executive Officer, commented, “The substantial year-over-year improvement in our Adjusted EBITDA is a clear indication that the steps we have taken to restructure our business have borne fruit. Our improved operating results, combined with the success of our on-going inventory reduction efforts, enabled us to reduce our bank borrowings by $38.0 million, as compared to June 30, 2008, and by $31.5 million, as compared to December 31, 2008.

 

“We continue to work closely with our retail partners to create customized sales programs tailored to today’s business climate. In addition, we think the current environment presents us with opportunities to expand our market share in all our product classifications. Consequently, we believe that we are well positioned to take advantage of the holiday shopping season.”

 

Second-Quarter 2009 Conference Call

 

Lifetime has scheduled a conference call for Thursday, August 6, 2009 at 11:00 a.m. ET to discuss its second-quarter 2009 results. The dial-in number for the call is 706-679-7464. A replay of the call will also be available through August 13, 2009 and can be accessed by dialing 706-645-9291, conference ID #22137796. A live webcast of the call will be broadcast at the Company’s web site, www.lifetimebrands.com. For those who cannot listen to the live broadcast, an audio replay of the call will also be available on the site.

 

Non-GAAP Financial Measures

 

This earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets, or statements of cash flows of the Company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Pursuant to the requirements of Regulation G, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP measures are provided because management of the Company uses these financial measures in maintaining and evaluating the Company's on-going financial results and trends. Management uses this non-GAAP information as an indicator of business performance.

 

2

 

Forward-Looking Statements

 

In this press release, the use of the words "expect," "will," "may," "would," "could," "should," "project," "projected," "positioned" or similar expressions is intended to identify forward-looking statements that represent the Company’s current judgment about possible future events. The Company believes these judgments are reasonable, but these statements are not guarantees of any events or financial 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 agreement; the availability of funding under that credit agreement; the Company’s ability to maintain adequate liquidity and financing sources and an appropriate level of debt; 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; changes in demand for the Company’s products; shortages of and price volatility for certain commodities; 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 an appropriate level of debt.

 

Lifetime Brands, Inc.

 

Lifetime Brands is North America’s leading resource for nationally branded kitchenware, tabletop and home décor products. The Company markets its products under many of the industry’s best known brands, including Farberware®, KitchenAid®, Pfaltzgraff®, Mikasa®, Cuisinart®, Calvin Klein®, CasaModa®, Gorham®, Hoffritz®, International® Silver, Kirk Stieff®, Nautica®, Pedrini®, Roshco®, Sabatier®, Sasaki®, Towle® Silversmiths, Tuttle®, Wallace® and Vasconia®. Lifetime’s products are distributed through most major retailers in North America.

 

Contacts:

 

Lifetime Brands, Inc.

Lippert/Heilshorn & Assoc.

Laurence Winoker, Chief Financial Officer Harriet Fried, Vice President
516-203-3590 212-838-3777

investor.relations@lifetimebrands.com

hfried@lhai.com

 

 

3

 

LIFETIME BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended
June 30,

Six Months Ended
June 30,

 

2009

2008

2009

2008

   

(as adjusted)

 

(as adjusted)

         

Net sales

 

$85,334

 

$92,399

 

$175,548

 

$190,593

           

Cost of sales

53,106

55,288

111,254

114,893

Distribution expenses

9,502

12,766

20,550

26,156

Selling, general and administrative expenses

21,955

31,183

45,522

62,286

Restructuring expenses

 

(663

)

 

107

 

161

 

2,987

           

Income (loss) from operations

1,434

(6,945

)

(1,939

)

(15,729

)

           

Interest expense

(2,894

)

(2,655

)

(5,767

)

(5,336

)

           

Loss before income taxes and equity in earnings of Grupo Vasconia, S.A.B.

(1,460

)

(9,600

)

(7,706

)

(21,065

)

           

Income tax benefit (provision)

(281

)

5,341

(416

)

10,192

Equity in earnings of Grupo Vasconia, S.A.B., net of taxes

 

488

 

707

 

910

 

964

         

NET LOSS

 

    $ (1,253

)

 

$ (3,552

)

 

$   (7,212

)

 

$  (9,909

)
           

BASIC AND DILUTED LOSS PER
COMMON SHARE

 

$   (0.10

)

 


$   (0.30

)

 

$     (0.60

)

 

$    (0.83

)


 

 

 

4

 

LIFETIME BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

 

 

June 30,
2009

December 31,
2008

 

(unaudited)

(as adjusted)

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$    3,830

 

$   3,478

Accounts receivable, less allowances of $13,210 at 2009 and $14,651 at 2008

49,056

67,562

Inventory

122,943

141,612

Income taxes receivable

226

11,597

Prepaid expenses and other current assets

8,878

8,429

TOTAL CURRENT ASSETS

184,933

232,678

  

PROPERTY AND EQUIPMENT, net

47,298

49,908

INTANGIBLES, net

38,007

38,420

INVESTMENT IN GRUPO VASCONIA, S.A.B.

18,808

17,784

OTHER ASSETS

 

4,061

 

2,991

TOTAL ASSETS

 

$293,107

 

$341,781

  

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Bank borrowings

 

$  57,833

 

$  89,300

Accounts payable

25,213

24,151

Accrued expenses

 

22,337

 

36,530

TOTAL CURRENT LIABILITIES

105,383

149,981

  

DEFERRED RENT & OTHER LONG-TERM LIABILITIES

23,254

23,054

DEFERRED INCOME TAXES

3,710

3,373

CONVERTIBLE NOTES

69,166

67,864

  

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Common stock, $0.01 par value, shares authorized: 25,000,000; shares issued
and outstanding: 12,023,059 in 2009 and 11,989,724 in 2008

120

120

Paid-in capital

128,437

127,497

Accumulated deficit

(28,730

)

(21,515

)

Accumulated other comprehensive loss

 

(8,233

)

 

(8,593

)

TOTAL STOCKHOLDERS’ EQUITY

 

91,594

 

97,509

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$293,107

 

$341,781

 

 

 

 

5

 

LIFETIME BRANDS, INC.

Supplemental Information

Reconciliation of GAAP to Non-GAAP Operating Results

(In thousands)

(unaudited)

 

 

 

Three Months Ended
June 30,

Six Months Ended
June 30,

 

2009

2008

2009

2008

 

 

Net loss as reported

 

$(1,253

)

 

$(3,552

)

 

$(7,212

)

 

$ (9,909

)

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

281

(5,341

)

416

(10,192

)

Interest expense

2,894

2,655

5,767

5,336

Depreciation and amortization

2,485

2,756

5,087

5,331

Amortization of bank fees

325

37

401

65

Restructuring expenses

(663

)

107

161

2,987

Stock option expense

 

483

 

615

 

942

 

1,228

Adjusted EBITDA

 

$ 4,552

 

$(2,723

)

 

$ 5,562

 

$ (5,154

)

 

 

 

 

6