Form 8-K

 

 

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): March 12, 2015

 

 

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):

 

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

 

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

 

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

 

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

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On March 12, 2015, Lifetime Brands, Inc. (the “Company”) issued a press release announcing the Company’s results for the fourth quarter and year ended December 31, 2014. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

99.1 Press release dated March 12, 2015


Signatures

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 hereunto duly authorized.

 

Lifetime Brands, Inc.

By:

/s/ Laurence Winoker

Laurence Winoker

Senior Vice President – Finance, Treasurer

and Chief Financial Officer

Date: March 12, 2015

EX-99.1

Exhibit 99.1

 

LOGO

Lifetime Brands, Inc. Reports Fourth Quarter 2014 Financial Results

Growth from Acquisitions and International Expansion Offsets Modest Weakness in North America

GARDEN CITY, NY, March 12, 2015 – Lifetime Brands, Inc. (NasdaqGS: LCUT), a leading global provider of branded kitchenware, tableware and other products used in the home, today reported its financial results for the fourth quarter and year ended December 31, 2014.

Fourth Quarter Financial Highlights:

 

    Consolidated net sales were $190.0 million in the quarter ended December 31, 2014; an increase of $25.1 million, or 15.2%, as compared to consolidated net sales of $164.9 million for the corresponding period in 2013. Consolidated net sales in the quarter ended December 31, 2014 included $22.8 million of net sales from Kitchen Craft and other acquisitions that were completed in 2014.

 

    Gross margin was $69.8 million, or 36.7%, in the quarter ended December 31, 2014 as compared to $63.3 million, or 38.4%, for the corresponding period in 2013.

 

    Income from operations was $18.3 million (which included a $4.2 million credit to adjust certain contingent consideration), as compared to $16.6 million in the prior year’s quarter.

 

    Net income was $9.3 million, or $0.66 per diluted share, in the quarter ended December 31, 2014, as compared to net income of $9.4 million, or $0.72 per diluted share, in the corresponding period in 2013.

 

    Adjusted net income was $8.3 million, or $0.59 per diluted share, in the quarter ended December 31, 2014, as compared to adjusted net income of $10.0 million, or $0.76 per diluted share, in the corresponding period in 2013.

 

    Consolidated EBITDA was $20.9 million, equal to 11.0% of consolidated net sales, in the quarter ended December 31, 2014, as compared to $21.0 million, or 12.7% of consolidated net sales, for the corresponding 2013 period.

 

    Equity in losses, net of taxes, was $1.1 million for the three months ended December 31, 2014, as compared to equity in earnings of $332,000 for the three months ended December 31, 2013.

Full Year Financial Highlights:

 

    Consolidated net sales were $586.0 million in the year ended December 31, 2014; an increase of $83.3 million, or 16.6%, as compared to consolidated net sales of $502.7 million for the corresponding period in 2013. Consolidated net sales in the year ended December 31, 2014 included $76.7 million of net sales from Kitchen Craft and other acquisitions that were completed in 2014.

 

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    Gross margin was $212.9 million, or 36.3%, in the year ended December 31, 2014 as compared to $187.3 million, or 37.2%, for the corresponding period in 2013.

 

    Income from operations before Intangible asset impairment and Restructuring expenses was $24.9 million, as compared to $28.6 million in the 2013 period.

 

    Income from operations was $21.4 million, as compared to $28.2 million in the prior year.

 

    Net income was $1.5 million, or $0.11 per diluted share, in the year ended December 31, 2014, as compared to net income of $9.3 million, or $0.71 per diluted share, in the corresponding period in 2013.

 

    Adjusted net income was $9.2 million, or $0.66 per diluted share, in the year ended December 31, 2014, as compared to adjusted net income of $14.5 million, or $1.11 per diluted share, in the corresponding period in 2013.

 

    Consolidated EBITDA was $42.5 million in the year ended December 31, 2014, as compared to $43.5 million for the corresponding 2013 period.

 

    Equity in losses, net of taxes, was $6.5 million, including a charge of $6.0 million, net of tax, for the reduction in the fair value of the Company’s investment in GS Internacional S/A, for the year ended December 31, 2014, as compared to equity in losses, net of taxes, of $4.8 million, including a charge of $5.0 million, net of tax, for the reduction in the fair value of the Company’s investment in Grupo Vasconia SAB, for the year ended December 31, 2013.

Jeffrey Siegel, Lifetime’s Chairman and Chief Executive Officer, commented,

“For 2014, despite the a continuation of the tough retail environment and a mixed holiday selling season, Lifetime delivered consolidated net sales of $586.0 million and EBITDA of $42.5 million, reflecting the success of our acquisition strategy and international expansion.

“Consolidated net sales increased by $83.3 million, or 16.6%, as compared to consolidated net sales of $502.7 million in 2013. Consolidated net sales included $76.7 million of net sales from Kitchen Craft and other acquisitions that were completed in 2014.

“Net sales for the U.S. Wholesale segment in 2014 were $441.3 million, a decrease of 0.6%, compared to net sales of $444.2 million in 2013. Sales of kitchenware products declined, due to a decrease in cutlery sales under the Cuisinart brand in the current year and decreased sales volume in cookware and novelty kitchenware, offset by increased sales of tableware and home solutions products, including sales of the Company’s Built NY® division, which we acquired in 2014.

“Outside the U.S., wholesale net sales increased by $86.3 million to $125.2 million. Of the increase, $71.9 million represents sales from Kitchen Craft and La Cafetière, which were acquired during the year. The balance of the increase was due to higher sales of tableware products as the impact of higher duties on ceramic products imposed by the European Union in 2013 normalized.

“I am pleased to note that Grupo Vasconia, our Partner Company in Mexico, recorded improvement in both its kitchenware and commercial aluminum businesses. In Brazil, our

 

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Partner Company GS Internacional is making strides in transforming itself into a leader in the mass market and recently was appointed Category Advisor for kitchenware, cutlery & cutting boards at one of Brazil’s largest mass market retailers.

“Our home décor products category has experienced a decline in sales and profit in recent years. We have made some progress in restructuring that business by re-branding a portion of our home décor products under the Mikasa® and Pfaltzgraff® trade names and, more recently, through the acquisition of the Bombay® license for decorative accessories.

“As we move through the early part of 2015, we see many economic trends that we believe will benefit the housewares business overall and our business in particular this year. Among these are:

 

    Low oil prices, which should increase the purchasing power of consumers, as well as result in lower raw material costs, especially for plastic resins, an important material for Lifetime;

 

    Continued decrease in the U.S. unemployment rate, which will also provide more disposable income for consumers;

 

    An excess supply of certain steels in China, which is enabling us to book some products at lower cost;

 

    The strong U.S. dollar, which, in effect, lowers the prices Lifetime pays for certain goods, notably crystal, which we source in eastern Europe and which is priced in euros;

 

    The return of levels of new household formation to pre-recession levels of approximately one million per year.

“We believe current trends favor large and financially stable manufacturers and suppliers with multiple brands targeted to various age groups, advanced design capabilities and internal drop-ship distribution capabilities. We believe that these manufacturers and suppliers increasingly will be called upon to act as long-term partners by large retailers. Accordingly, we expect a solid year in 2015. We foresee sales increasing by 3-6 %.”

Dividend

On Wednesday, March 4, 2015, the Board of Directors declared a quarterly dividend of $0.0375 per share payable on May 15, 2015 to shareholders of record on May 1, 2015.

Conference Call

The Company has scheduled a conference call for Thursday, March 12, 2014, 2015 at 11:00 a.m. ET. The dial-in number for the conference call is (877) 703-6109 or (857) 244-7308 passcode #31412851. A replay of the call will also be available through Thursday, March 19, 2015 and can be accessed by dialing (888) 286-8010 or (617) 801-6888, conference ID #55804783. A live webcast of the conference call will be broadcast in the Investor Relations section of 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.

 

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Non-GAAP Financial Measures

This earnings release contains non-GAAP financial measures. 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. As required by SEC rules, 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 evaluating the Company’s on-going financial results and trends, and management believes that exclusion of certain items allows for more accurate comparison of the Company’s operating performance. Management uses this non-GAAP information as an indicator of business performance. These non-GAAP measures should be viewed as a supplement to, and not a substitute for, GAAP measures of performance.

Forward-Looking Statements

In this press release, the use of the words “believe,” “could,” “expect,” “may,” “positioned,” “project,” “projected,” “should,” “will,” “would” 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 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; 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 a leading global provider of kitchenware, tableware and other products used in the home. The Company markets its products under such well-known kitchenware brands as Farberware®, KitchenAid®, Cuisine de France®, Fred® & Friends, Guy Fieri®, Kitchen Craft®, Kizmos™, La Cafetière®, Misto®, Mossy Oak®, Pedrini®, Sabatier®, Savora™ and Vasconia®; respected tableware brands such as Mikasa®, Pfaltzgraff®, Creative Tops®, Gorham®, International® Silver, Kirk Stieff®, Sasaki®, Towle® Silversmiths, Tuttle®, Wallace®, V&A® and Royal Botanic Gardens Kew®; and home solutions brands, including Kamenstein®, Bombay®, BUILT®, Debbie Meyer® and Design for Living™. The Company also provides exclusive private label products to leading retailers worldwide.

The Company’s corporate website is www.lifetimebrands.com.

 

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Contacts:

 

Lifetime Brands, Inc. LHA
Laurence Winoker, Chief Financial Officer Harriet Fried, SVP
516-203-3590 212-838-3777
investor.relations@lifetimebrands.com hfried@lhai.com

 

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LIFETIME BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands - except per share data)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2014     2013     2014     2013  

Net sales

   $ 190,034      $ 164,859      $ 586,010      $ 502,721   

Cost of sales

     120,260        101,542        373,129        315,459   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

  69,774      63,317      212,881      187,262   

Distribution expenses

  16,134      12,875      54,202      44,364   

Selling, general and administrative expenses

  35,330      33,846      133,786      114,345   

Intangible asset impairment

  —        —        3,384      —     

Restructuring expenses

  —        —        125      367   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

  18,310      16,596      21,384      28,186   

Interest expense

  (1,658   (1,256   (6,418   (4,847

Financing expense

  (758   —        (758   —     

Loss on early retirement of debt

  (27   (102   (346   (102
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes and equity in earnings

  15,867      15,238      13,862      23,237   

Income tax provision

  (5,473   (6,182   (5,825   (9,175

Equity in earnings (losses), net of taxes

  (1,133   332      (6,493   (4,781
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

$ 9,261    $ 9,388    $ 1,544    $ 9,281   
  

 

 

   

 

 

   

 

 

   

 

 

 

BASIC INCOME PER COMMON SHARE

$ 0.68    $ 0.73    $ 0.11    $ 0.73   
  

 

 

   

 

 

   

 

 

   

 

 

 

DILUTED INCOME PER COMMON SHARE

$ 0.66    $ 0.72    $ 0.11    $ 0.71   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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LIFETIME BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands - except share data)

 

     December 31,  
     2014     2013  

ASSETS

    

CURRENT ASSETS

    

Cash and cash equivalents

   $ 5,068      $ 4,947   

Accounts receivable, less allowances of $6,663 at December 31, 2014 and $5,209 at December 31, 2013

     107,211        87,217   

Inventory

     137,924        112,791   

Prepaid expenses and other current assets

     7,914        5,781   

Deferred income taxes

     —          3,940   
  

 

 

   

 

 

 

TOTAL CURRENT ASSETS

  258,117      214,676   

PROPERTY AND EQUIPMENT, net

  26,801      27,698   

INVESTMENTS

  28,155      36,948   

INTANGIBLE ASSETS, net

  103,597      55,149   

OTHER ASSETS

  4,732      2,268   
  

 

 

   

 

 

 

TOTAL ASSETS

$ 421,402    $ 336,739   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Current maturity of Credit Agreement Term Loan

$ 10,000    $ —     

Current maturity of Senior Secured Term Loan

  —        3,937   

Short term loan

  765      —     

Accounts payable

  28,694      21,426   

Accrued expenses

  36,961      41,095   

Deferred income taxes

  2,293      —     

Income taxes payable

  5,156      3,036   
  

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

  83,869      69,494   

DEFERRED RENT & OTHER LONG-TERM LIABILITIES

  20,160      18,644   

DEFERRED INCOME TAXES

  1,485      1,777   

REVOLVING CREDIT FACILITY

  92,655      49,231   

CREDIT AGREEMENT TERM LOAN

  35,000      —     

SENIOR SECURED TERM LOAN

  —        16,688   

STOCKHOLDERS’ EQUITY

Preferred stock, $.01 par value, shares authorized: 100 shares of Series A and 2,000,000 shares of Series B; none issued and outstanding

  —        —     

Common stock, $.01 par value, shares authorized: 25,000,000; shares issued and outstanding: 13,712,081 at December 31, 2014 and 12,777,407 at December 31, 2013

  137      128   

Paid-in capital

  160,315      146,273   

Retained earnings

  37,703      38,224   

Accumulated other comprehensive loss

  (9,922   (3,720
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

  188,233      180,905   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 421,402    $ 336,739   
  

 

 

   

 

 

 

 

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LIFETIME BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Year ended
December 31,
 
     2014     2013  

OPERATING ACTIVITIES

    

Net income

   $ 1,544      $ 9,281   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Provision for doubtful accounts

     286        139   

Depreciation and amortization

     14,200        10,415   

Amortization of financing costs

     617        528   

Deferred rent

     (722     (962

Deferred income taxes

     (3,757     (2,275

Stock compensation expense

     4,493        2,881   

Undistributed equity earnings

     6,724        5,354   

Intangible asset impairment

     3,384        —     

Loss on early retirement of debt

     346        102   

Changes in operating assets and liabilities (excluding the effects of business acquisitions)

    

Accounts receivable

     (6,209     10,099   

Inventory

     (6,354     (8,207

Prepaid expenses, other current assets and other assets

     (2,063     (449

Accounts payable, accrued expenses and other liabilities

     (5,153     9,437   

Income taxes payable

     (2,747     (579
  

 

 

   

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

  4,589      35,764   
  

 

 

   

 

 

 

INVESTING ACTIVITIES

Purchases of property and equipment

  (6,171   (3,842

Equity investments

  (764   —     

Kitchen Craft acquisition, net of cash acquired

  (59,977   —     

Other acquisition, net of cash acquired

  (5,389   —     

Net proceeds from sale of property

  68      11   
  

 

 

   

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

  (72,233   (3,831
  

 

 

   

 

 

 

FINANCING ACTIVITIES

Proceeds from Revolving Credit Facility

  278,014      220,222   

Repayments of Revolving Credit Facility

  (234,067   (231,959

Repayments of Senior Secured Term Loan

  (20,625   (14,375

Proceeds from Credit Agreement Term Loan

  50,000      —     

Repayments of Credit Agreement Term Loan

  (5,000   —     

Proceeds from Short Term Loan

  1,645      —     

Repayments of Short Term Loan

  (880   —     

Payment of financing costs

  (2,283   —     

Payments for stock repurchase

  —        (3,229

Cash dividends paid

  (2,031   (1,515

Proceeds from the exercise of stock options

  2,488      1,215   

Excess tax benefits from stock options, net

  553      613   
  

 

 

   

 

 

 

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

  67,814      (29,028
  

 

 

   

 

 

 

Effect of foreign exchange on cash

  (49   171   
  

 

 

   

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

  121      3,076   
  

 

 

   

 

 

 

Cash and cash equivalents at beginning of year

  4,947      1,871   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

$ 5,068    $ 4,947   
  

 

 

   

 

 

 

 

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LIFETIME BRANDS, INC.

Supplemental Information

(In thousands)

Reconciliation of GAAP to Non-GAAP Operating Results

Consolidated EBITDA:

 

     Three Months Ended
December 31,
     Year Ended
December 31,
 
     2014      2013      2014      2013  
     (in thousands)  

Net income as reported

   $ 9,261       $ 9,388       $ 1,544       $ 9,281   

Subtract out:

           

Undistributed equity (earnings) losses, net

     1,364         (332      6,724         5,354   

Add back:

           

Income tax provision

     5,473         6,182         5,825         9,175   

Interest expense

     1,658         1,256         6,418         4,847   

Financing expense

     758         —           758         —     

Depreciation and amortization

     3,572         2,708         14,200         10,415   

Stock compensation expense

     2,360         750         4,493         2,881   

Loss on early retirement of debt

     27         102         346         102   

Intangible asset impairment

     —           —           3,384         —     

Contingent consideration

     (4,115      —           (3,450      —     

Restructuring expenses

     —           —           125         367   

Permitted acquisition related expenses

     560         957         2,175         1,056   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consolidated EBITDA

$ 20,918    $ 21,011    $ 42,542    $ 43,478   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consolidated EBITDA is a non-GAAP measure that the Company defines as net income, adjusted to exclude undistributed equity in (earnings) losses, income taxes, interest, losses on early retirement of debt, depreciation and amortization, stock compensation expense, intangible asset impairment, contingent consideration, acquisition related expenses and restructuring expenses, as shown in the tables above.

 

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LIFETIME BRANDS, INC.

Supplemental Information

(In thousands- except per share data)

Reconciliation of GAAP to Non-GAAP Operating Results (continued)

Adjusted net income and adjusted diluted income per common share:

 

     Three Months Ended
December 31,
     Year Ended
December 31,
 
     2014      2013      2014      2013  
     (in thousands)  

Net income as reported

   $ 9,261       $ 9,388       $ 1,544       $ 9,281   

Adjustments:

           

Contingent consideration, net of tax

     (2,522      —           (2,522      —     

Impairment of Grupo Vasconia investment, net of tax

     —           —           —           5,040   

Grupo Vasconia recovery of value-added taxes

     —           —           —           (740

Impairment of GS Internacional S/A, net of tax

     764         —           6,012         —     

Intangible asset impairment, net of tax

     —           —           2,030         —     

Loss on early retirement of debt, net of tax

     17         61         208         61   

Acquisition related expenses, net of tax

     342         574         1,399         634   

Financing expenses, net of tax

     455         —           455         —     

Restructuring expenses, net of tax

     —           —           75         220   
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted net income

$ 8,316    $ 10,023    $ 9,200    $ 14,496   
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted diluted income per share

$ 0.59    $ 0.76    $ 0.66    $ 1.11   
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted net income in the three months and year ended December 31, 2014 excludes contingent consideration, acquisition related expenses, the loss on retirement of debt, restructuring expenses, intangible asset impairment and impairment of the Company’s investment in GS Internacional S/A. Adjusted net loss in the three months and year ended December 31, 2013 excludes restructuring expenses related to the planned closure of the Fred®& Friends distribution center, acquisition related expenses, loss on retirement of debt, impairment of the Company’s investment in Grupo Vasconia and a recovery by Grupo Vasconia of value-added taxes related to a 2004 tax position.

 

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