f8k05062010.htm
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): May 6, 2010

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 May 6, 2010, Lifetime Brands, Inc. (the “Company”) issued a press release announcing the Company’s results for the first quarter ended March 31, 2010. 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 income (loss) before interest, taxes, depreciation and amortization, restructuring expenses, goodwill and intangible asset impairment and stock compensation 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

 
 

 


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: May 6, 2010
ex99_1-f8k05062010.htm
 
Exhibit 99.1
 

 

Lifetime Brands Announces Improved First Quarter 2010 Results
 
Garden City, NY, May 6, 2010 -- Lifetime Brands, Inc. (NASDAQ: LCUT), North America’s leading resource for nationally branded kitchenware, tabletop and home décor products, today announced its results for the first quarter ended March 31, 2010.
 
Net sales for the quarter were $88.7 million, as compared to $90.2 million for the first quarter of 2009. Wholesale segment net sales were $82.1 million, as compared to $83.6 million, a decrease of $1.5 million. In the 2009 period, the Company recorded $3.4 million of non-recurring net sales attributable to the going-out-of-business sale of a customer that was liquidated in 2009. Excluding these non-recurring net sales, the Company’s net sales increased by $1.9 million, as compared to the 2009 period. Direct to consumer segment net sales for the first quarter of 2010 were $6.6 million, unchanged from net sales of $6.6 million in the first quarter of 2009.
 
For the three months ended March 31, 2010, gross margin as a percentage of net sales for the wholesale segment increased by 400 basis points to 37.0%, as compared to 33.0% for the 2009 period. Gross margin in the 2010 quarter benefitted from a more favorable product mix, the absence of the non-recurring net sales, lower royalty expense and lower freight costs than in the 2009 period. Gross margin for the direct-to-consumer segment decreased slightly, from 67.4% to 66.6%, reflecting a higher level of promotions in the 2010 period.
 
Adjusted EBITDA for the first quarter of 2010 was $5.7 million, as compared to $588 thousand in the 2009 period.  Trailing twelve months Adjusted EBITDA through March 31, 2010 was $37.2 million. Adjusted EBITDA is a non-GAAP measure, which the Company defines as net income (loss) before interest, taxes, depreciation and amortization, restructuring expenses, goodwill and intangible asset impairment and stock compensation expense, as shown in the table below.
 
Net income for the quarter was $729 thousand, or $0.06 per diluted share, as compared to a net loss of $6.0 million, or $0.50 per diluted share, for the first quarter of 2009. The 2009 period net loss included $824 thousand of restructuring charges, equal to $0.04 per diluted share.
 
Jeffrey Siegel, Chairman, Chief Executive Officer and President, commented, “We are pleased to deliver a profitable first quarter. Following our strategy of offering trusted brands and outstanding design at significant values, we grew our Mikasa® brand in all tabletop categories and re-energized the Pfaltzgraff® brand in casual dinnerware, while our new Design for Living® line of water bottles and thermal mugs continued to grow.
 
“Our first-quarter 2010 results benefitted from our 2008 and 2009 restructuring and inventory reduction efforts. Selling, General and Administrative Expenses in this year’s first quarter decreased 6.4% compared to the 2009 period.
 
“Our strong cash flow and our continued focus on reducing inventories resulted in significant balance sheet improvements at March 31, 2010, as compared to the balance sheet at March 31, 2009.  Inventory at March 31, 2010 was $101.8 million, as compared to $131.9 million at March 31, 2009. Bank borrowings were $20.1 million at March 31, 2010, as compared to $79.7 million at March 31, 2009.
 
“Grupo Vasconia S.A.B., in which we own a 30% interest, continued its trend of positive results. Consolidated net income in the first quarter of 2010 increased 29.7% to $2.3 million from $1.8 million in the first quarter of 2009. Lifetime’s equity in Grupo Vasconia’s earnings for the quarter, net of taxes, increased to $670 thousand from $422 thousand in the 2009 period.
 
“Throughout 2010, we plan to continue our focus on expanding our market share, improving our gross margin, controlling expenses and reducing inventory.
 

 
 

 

“The severe inventory destocking by retailers, which affected the Company by dampening demand in late 2008 and throughout most of 2009 abated in the fourth quarter. As a result, for the first time in over a year, retailers’ purchases were driven more by consumer demand than by internal company targets.
 
“We believe that consumers generally remain cautious and that overall demand continues to reflect the ongoing high levels of unemployment and underemployment. Nevertheless, comparisons of retail sales for the first quarter of 2010 with the first quarter of 2009 exceeded most expectations and we are encouraged by indications that consumer confidence is moving upward and that consumer spending will follow.
 
“If business conditions continue to improve, the Company’s results for 2010 should exceed our earlier expectations.”
 
First-Quarter 2010 Conference Call
 
Lifetime has scheduled a conference call for Thursday, May 6, 2010 at 11:00 a.m. ET to discuss its first-quarter 2010 results. The dial-in number for the call is 706-679-7464; the conference ID is #70239763. A live webcast of the call will be broadcast at the Company’s web site, www.lifetimebrands.com.
 
A replay of the call will also be available through Thursday, May 13, 2010 and can be accessed by dialing 706-645-9291, conference ID #70239763. 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.
 
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 agreement; the availability of funding under that credit agreement; the Company’s ability to ma intain 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.
 

 
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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®, CasaMōda®, Design for Living®, 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, Senior Vice President
516-203-3500  212-838-3777
investor.relations@lifetimebrands.com hfried@lhai.com
 

 
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LIFETIME BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)

   
Three Months Ended
March 31,
 
   
2010
   
2009
 
             
             
Net sales
  $ 88,736     $ 90,214  
                 
Cost of sales
    53,952       58,148  
Distribution expenses
    10,133       11,048  
Selling, general and administrative expenses
    22,124       23,567  
Restructuring expenses
          824  
                 
Income (loss) from operations
    2,527       (3,373 )
                 
Interest expense
    (2,429 )     (2,873 )
                 
Income (loss) before income taxes and equity in earnings of Grupo Vasconia, S.A.B.
    98       (6,246 )
                 
Income tax provision
    (39 )     (135 )
Equity in earnings of Grupo Vasconia, S.A.B., net of taxes
    670       422  
                 
NET INCOME (LOSS)
  $ 729     $ (5,959 )
                 
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE
  $ 0.06     $ (0.50 )



 
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LIFETIME BRANDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(unaudited)
       
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
  $ 754     $ 682  
Accounts receivable, less allowances of $16,848 at 2010 and  $16,557 at 2009
    55,335       61,552  
Inventory
    101,811       103,931  
Prepaid expenses and other current assets
    8,054       7,685  
Income taxes receivable
    36        
TOTAL CURRENT ASSETS
    165,990       173,850  
                 
PROPERTY AND EQUIPMENT, net
    40,227       41,623  
INTANGIBLE ASSETS, net
    37,472       37,641  
INVESTMENT IN GRUPO VASCONIA, S.A.B.
  22,114       20,338  
OTHER ASSETS
    2,851       3,271  
TOTAL ASSETS
  $ 268,654     $ 276,723  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
Bank borrowings
  $ 20,070     $ 24,601  
Accounts payable
    24,335       21,895  
Accrued expenses
    21,019       29,827  
Deferred income tax liabilities
    207       207  
Income taxes payable
          680  
TOTAL CURRENT LIABILITIES
    65,631       77,210  
                 
DEFERRED RENT & OTHER LONG-TERM LIABILITIES
    20,632       20,527  
DEFERRED INCOME TAXES
    5,007       4,447  
CONVERTIBLE NOTES
    71,232       70,527  
                 
STOCKHOLDERS’ EQUITY
               
Common stock, $0.01 par value, shares authorized: 25,000,000; shares issued and outstanding: 12,016,273 in 2010 and 12,015,273 in 2009
    120       120  
Paid-in capital
    130,318       129,655  
Accumulated deficit
    (18,220 )     (18,949 )
Accumulated other comprehensive loss
    (6,066 )     (6,814 )
TOTAL STOCKHOLDERS’ EQUITY
    106,152       104,012  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 268,654     $ 276,723  


 
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LIFETIME BRANDS, INC.
Supplemental Information
(In thousands)


Adjusted EBITDA –Trailing Twelve Months

Adjusted EBITDA  for the three months ended:
     
March 31, 2010
  $ 5,728  
December 31, 2009
    15,558  
September 30, 2009
    11,611  
June 30, 2009
    4,258  
Adjusted EBITDA – trailing twelve months
  $ 37,155  


Reconciliation of GAAP to Non-GAAP Operating Results


   
Three Months Ended
 
   
March 31,
2010
   
December 31,
2009
   
September 30,
2009
   
June 30,
2009
 
Net income (loss) reported
  $ 729     $ 5,048     $ 4,879     $ (1,253 )
Less: Undistributed earnings of Grupo Vasconia, S.A.B.
    (670 )     (534 )     (703 )     (294 )
Add:
                               
Provision for income taxes
    39       1,311       153       281  
Interest expense
    2,429       4,124       3,294       2,894  
Depreciation and amortization
    2,542       3,214       2,770       2,810  
Restructuring expenses
          1,784       671       (663 )
Stock compensation expense
    659       611       547       483  
Adjusted EBITDA
  $ 5,728     $ 15,558     $ 11,611     $ 4,258  


   
Three months ended
March 31, 2009
 
Net income (loss) reported
  $ (5,959 )
Less: Undistributed earnings of Grupo Vasconia, S.A.B.
    (422 )
Add:
       
Provision for income taxes
    135  
Interest expense
    2,873  
Depreciation and amortization
    2,678  
Restructuring expenses
    824  
Stock compensation expense
    459  
Adjusted EBITDA
  $ 588  

 
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