LIFETIME BRANDS, INC. This Quarterly Report on Form 10-Q ofLifetime Brands, Inc. (the "Company" and, unless the context otherwise requires, references to the "Company" shall include its consolidated subsidiaries), contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information concerning the Company's 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, in Management's Discussion and Analysis of Financial Condition and Results of Operations. When used in this Quarterly Report on Form 10-Q, the words "estimates," "expects," "predicts," "plans," "believes," "may," "should," "would," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, those based on the Company's examination of historical operating trends, are based upon the Company's current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and assumptions, but there can be no assurance that the Company will realize its expectations or that the Company's assumptions will prove correct. There are a number of risks and uncertainties that could cause the Company's actual results to differ materially from the forward-looking statements contained in this Quarterly 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 Quarterly Report in Part II, Item 1A. Risk Factors, and in the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 (the "2019 Annual Report on Form 10-K") in Part I, Item 1A under the heading Risk Factors. Such risks, uncertainties and other important factors include, among others, risks related to: •General economic factors and political conditions; •Exit of theUnited Kingdom from theEuropean Union ; •Tariffs; •Indebtedness and compliance with credit agreements; •Access to the capital markets and credit markets; •The credit-worthiness of our customers and the counterparties to our derivatives; •Restructuring and integration of our European operations; •Seasonality; •Liquidity; •Interest; •Acquisition integration; •Competition; •Customer practices; •Intellectual property, brands and licenses; •Goodwill; •International operations; •Supply chain; •Foreign exchange rates; •International trade, including trade negotiations; •Transportation; •Product liability; •Regulatory matters; •Product development; •Stock keeping unit rationalization ("SKU Rationalization") initiative; •Reputation; •Technology; - 29 - --------------------------------------------------------------------------------
Table of Contents •Personnel; •Price fluctuations; •Business interruptions; •Projections; •Fixed costs; •Governance; •Acquisitions and investments; •Public health pandemics, such as COVID-19; and •Social unrest, including related protests or disturbances. There may be other factors that may cause the Company's actual results to differ materially from the forward-looking statements. 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. 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 theUnited 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 theSEC . Users can access these reports free of charge on the Company's website. TheSEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding the Company's electronic filings with theSEC 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. 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 2019, Kitchenware products and Tableware products accounted for approximately 79% of the Company'sU.S. segment's net sales and 82% of the Company's consolidated net sales. The Company markets several product lines within each of its product categories and under most of the Company's brands, primarily targeting moderate price points through virtually every major level of trade. The Company believes it possesses certain competitive advantages based on its brands, its emphasis on innovation and new product development, and its sourcing capabilities. The Company owns or licenses a number of leading brands in its industry, including Farberware®, Mikasa®, 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 theU.S. ), 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. - 30 - -------------------------------------------------------------------------------- Table of Contents BUSINESS SEGMENTS 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. TheU.S. segment includes the Company's primary domestic business that designs, markets and distributes its products to retailers, distributors and its internet websites. The International segment consists of certain business operations conducted outside theU.S. Management evaluates the performance of theU.S. and International segments based on net sales and income from operations. Such measures give recognition to specifically identifiable operating costs such as cost of sales, distribution expenses and selling, general and administrative expenses. Certain general and administrative expenses, such as senior executive salaries and benefits, stock compensation, director fees, and accounting, legal and consulting fees, are not allocated to the specific segments and are reflected as unallocated corporate expenses. EQUITY INVESTMENTS The Company owns approximately 30% of the outstanding capital stock of Grupo Vasconia S.A.B. ("Vasconia"), an integrated manufacturer of aluminum products and one ofMexico's largest housewares companies. Shares of Vasconia's capital stock are traded on the BolsaMexicana de Valores , theMexican 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 condensed 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 three and six months endedJune 30, 2020 and 2019 in the accompanying unaudited condensed 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 ofJune 30, 2020 , Vasconia's Board of Directors is comprised of fourteen members of whom the Company has designated three members. 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 2019 and 2018, net sales for the third and fourth quarters accounted for 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. 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. The COVID-19 pandemic has led, and may continue to lead, to shifts in some of the Company's selling and purchasing cycles as customers deviate from their historical ordering patterns. RESTRUCTURING During the three and six months endedJune 30, 2020 , the Company's international segment incurred$0.3 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 is the result of the Company's efforts for product development efficiencies and a country tailored international sales approach. As ofJune 30, 2020 ,$0.2 million of severance was accrued. The Company does not expect to incur any additional restructuring charges for these strategic reorganization efforts for the remainder of 2020. During the three and six months endedJune 30, 2019 , the Company incurred$0.1 million and$0.4 million , respectively, of Filament restructuring charges, primarily related to severance. During the three and six months endedJune 30, 2019 , the Company incurred$0.1 million and$0.4 million of restructuring expenses, primarily related to severance, for the integration of its legal entities operating inEurope . In 2018, the Company finalized its integration plans for its European operations and took further steps to consolidate its operations. RECENT DEVELOPMENTS InMarch 2020 , theWorld Health Organization declared COVID-19 a global pandemic. The virus has continued to plaguethe 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 significant reduction in sales at certain retailers which have been closed or have had a limited number of stores that are open during the pandemic. This reduction in sales has been offset by higher sales at retailers that have remained open. Many of the retailers that remain open provide products that are deemed essential. In addition, the Company's e-commerce sales have increased during the pandemic. - 31 - -------------------------------------------------------------------------------- Table of Contents The Company's distribution centers remain operational and continue to support e-commerce and brick-and-mortar retail customers. The Company has not experienced disruptions in its supply chain related to the COVID-19 pandemic. However, in limited instances and categories, increased demand has strained the manufacturing capacity of certain of the Company's suppliers. In response to the COVID-19 pandemic, the Company announced and implemented cost reductions inApril 2020 . Also inApril 2020 , the Company's Board of Directors authorized the postponement of the Company's quarterly cash dividend, which was to be paid onMay 15, 2020 , to shareholders of record onMay 1, 2020 . The Company setNovember 16, 2020 as the new record date for such dividend payable onDecember 16, 2020 . The Company cannot estimate the length or severity of this pandemic. However the Company believes that it could have a material adverse impact on its future sales, results of operations, and cash flows, including the potential impairment of certain intangible and other long-lived assets. CRITICAL ACCOUNTING POLICIES AND ESTIMATES There have been no material changes to the Company's critical accounting policies and estimates discussed in the 2019 Annual Report on Form 10-K in Item 7 under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates. RESULTS OF OPERATIONS The following table sets forth statements of operations data of the Company as a percentage of net sales for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of sales 63.9 69.1 63.7 66.4 Gross margin 36.1 30.9 36.3 33.6 Distribution expenses 10.1 10.9 10.8 10.7 Selling, general and administrative expenses 22.9 28.7 25.7 27.7 Restructuring expenses 0.2 0.1 0.1 0.3 Goodwill and other impairments - - 6.8 - Income (loss) from operations 2.9 (8.8) (7.1) (5.1) Interest expense (2.8) (3.5) (3.0) (3.4) Mark to market (loss) gain on interest rate derivatives (0.1) 0.2 (0.8) 0.1 Loss before income taxes and equity in losses - (12.1) (11.0) (8.4) Income tax (provision) benefit (2.0) 4.1 0.2 2.8 Equity in losses, net of taxes (0.6) - (0.1) (0.1) Net loss (2.6) % (8.0) % (10.9) % (5.7) % - 32 -
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MANAGEMENT'S DISCUSSION AND ANALYSIS
THREE MONTHS ENDED JUNE 30, 2020 COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 2019
Net Sales
Consolidated net sales for the three months ended June 30, 2020 were $150.1
million , representing an increase of $7.6 million , or 5.3%, as compared to net
sales of $142.5 million for the corresponding period 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, consolidated net sales increased by $8.2 million , or
5.8%, as compared to consolidated net sales in the corresponding period in 2019.
Net sales for the U.S. segment for the three months ended June 30, 2020 were
$132.6 million , an increase of $9.5 million , or 7.7%, as compared to net sales
of $123.1 million for the corresponding period in 2019.
Net sales for the U.S. segment's Kitchenware product category were $84.4 million
for the three months ended June 30, 2020 , an increase of $18.8 million , or
28.7%, as compared to $65.6 million for the corresponding period in 2019. The
increase was mainly driven by higher consumer demand in the e-commerce and
wholesale channels for essential kitchen tools and gadgets, cutlery and boards
and bakeware products.
Net sales for the U.S. segment's Tableware product category were $23.6 million
for the three months ended June 30, 2020 , a decrease of $5.2 million , or 18.1%,
as compared to $28.8 million for the corresponding period in 2019. The decrease
was primarily driven by lower sales of dinnerware products to brick-and-mortar
retailers which were closed for most of the period as a result of the COVID-19
pandemic. This decrease was partially offset by increased e-commerce sales.
Net sales for the U.S. segment's Home Solutions product category were $24.6
million for the three months ended June 30, 2020 , a decrease of $4.1 million , or
14.3%, as compared to $28.7 million for the corresponding period in 2019. The
decrease was driven by lower sales in the private label hydration category.
Net sales for the International segment were $17.5 million for the three months
ended June 30, 2020 , a decrease of $1.9 million , or 9.8%, as compared to net
sales of $19.4 million for the corresponding period in 2019. In constant
currency, which excludes the impact of foreign exchange fluctuations, net sales
decreased $1.3 million , or 6.7%, as compared to consolidated net sales in the
corresponding period in 2019. The decrease in sales, and sales in constant
currency, was primarily due to lower sales to brick-and-mortar retailers as a
result of lower demand and closures due to COVID-19, offset by increased
e-commerce sales due to higher customer demand in online channels.
Gross margin
Gross margin for the three months ended June 30, 2020 was $54.2 million , or
36.1%, as compared to $44.0 million , or 30.9%, for the corresponding period in
2019.
Gross margin for the U.S. segment was $49.8 million , or 37.6%, for the three
months ended June 30, 2020 , as compared to $36.7 million , or 29.8%, for the
corresponding period in 2019. Gross margin in the 2019 period reflects an $8.5
million charge for the SKU rationalization initiative. Excluding the SKU
rationalization the gross margin would have been 36.7%. The increase in gross
margin, excluding the SKU rationalization change, was primarily due to changes
in product mix.
Gross margin for the International segment was $4.4 million , or 24.8%, for the
three months ended June 30, 2020 , as compared to $7.3 million , or 37.6%, for the
corresponding period in 2019. The decrease in gross margin percentage was driven
by higher inventory reserves and lower sales to independent retailers a result
of lower demand and store closures due to COVID-19.
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Distribution expenses
Distribution expenses for the three months ended June 30, 2020 were $15.2
million , as compared to $15.5 million for the corresponding period in 2019.
Distribution expenses as a percentage of net sales were 10.1% for the three
months ended June 30, 2020 , as compared to 10.9% for the three months ended
June 30, 2019 .
Distribution expenses as a percentage of net sales for the U.S. segment were
approximately 8.8% and 10.4% for the three months ended June 30, 2020 and 2019,
respectively. As a percentage of sales shipped from the Company's U.S.
warehouses distribution expenses were 9.0% and 11.8% for the three months ended
June 30, 2020 and 2019, respectively. The improvement reflects the continued
realization of labor management efficiency, realized synergy savings and the
leverage benefit of fixed costs on higher sales volume.
Distribution expenses as a percentage of net sales for the International segment
were 19.9% for the three months ended June 30, 2020 , compared to 13.9% for the
corresponding period in 2019. Distribution expenses during the three months
ended June 30, 2020 include $0.3 million for the Company's facility relocation
costs. As a percentage of sales shipped from the Company's U.K. warehouses,
excluding the moving and relocation costs for U.K. operations, distribution
expenses were 15.0% and 14.5% for the three months ended June 30, 2020 and 2019,
respectively. The increase was primarily attributed to higher labor costs
associated with increased e-commerce channel sales.
Selling, general and administrative expenses
Selling, general and administrative expenses for the three months ended June 30,
2020 were $34.4 million , a decrease of $6.5 million , or 15.9%, as compared to
$40.9 million for the corresponding period in 2019.
Selling, general and administrative expenses for the U.S. segment were $25.0
million for the three months ended June 30, 2020 , as compared to $28.9 million
for the corresponding period in 2019. As a percentage of net sales, selling,
general and administrative expenses were 18.9% and 23.5% for the three months
ended June 30, 2020 and 2019, respectively. The decrease was primarily
attributable to lower expenses resulting from the Company's cost reduction
strategy in response to the COVID-19 pandemic, as well as lower selling and
marketing expenses.
Selling, general and administrative expenses for the International segment were
$4.4 million for the three months ended June 30, 2020 , as compared to $7.0
million for the corresponding period in 2019. The decrease was primarily
attributable to the realization of cost savings resulting from the Company's
integration efforts, and lower employee and selling expenses resulting from the
Company's cost reduction strategy in response to the COVID-19 pandemic.
Unallocated corporate expenses were $5.0 million for the three months ended
June 30, 2020 and 2019.
Restructuring expenses
During the three months ended June 30, 2020 , the Company's international segment
incurred $0.3 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 is the result of
the Company's efforts for product development efficiencies and a country
tailored international sales approach.
During the three months ended June 30, 2019 , the Company incurred $0.1 million
of Filament restructuring charges and $0.1 million of restructuring expenses,
primarily related to severance, for the integration of its legal entities
operating in Europe .
Interest expense
Interest expense was $4.2 million for the three months ended June 30, 2020 and
$5.0 million for the three months ended June 30, 2019 as a result of lower 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 $0.2 million for the three
months ended June 30, 2020 as compared to a mark to market gain on interest rate
derivatives of $0.4 million for the three months ended June 30, 2019 . The
decrease was primarily driven by mark to market fair value fluctuations on the
Company's interest rate derivatives. 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 three months ended June 30, 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) benefit
The provision for income taxes includes federal, foreign, state and local income
taxes. The Company used a discrete effective tax rate method to calculate taxes
for the three months ended June 30, 2020 . Management determined that since
minimal changes in estimated pre-tax income or loss would result in significant
changes in the estimated annual effective tax rate, the historical method would
not provide a reliable estimate for the three months ended June 30, 2020 .
Income tax provision for the three months ended June 30, 2020 was $3.0 million
as compared to an income tax benefit of$5.8 million for the corresponding period
in 2019. The Company's effective income tax provision rate for the three months
ended June 30, 2020 was 3,092.9% as compared to a tax benefit rate of 33.6% for
the corresponding 2019 period. The effective tax rate for the three months ended
June 30, 2020 differs from the federal statutory income tax rate of 21.0%
primarily due to the impact of the non-deductible portion of the goodwill
impairment charge (recorded in the three months ended March 31, 2020 ), the
reversal of a discrete benefit recorded in the three months ended March 31, 2020
for a favorable rate arbitrage related to a net operating loss carryback claim
available under the CARES Act, which is no longer expected based on a revised
estimate, and other permanent items, partially offset by the benefit of losses
in foreign jurisdictions. The effective rate for the three months ended June 30,
2019 differs from the federal statutory income tax rate of 21.0% primarily due
to state and local taxes and the impact of non-deductible expenses.
Equity in losses
Equity in losses of Vasconia, net of taxes, was $0.6 million for the three
months ended June 30, 2020 , as compared to equity in losses of Vasconia, net of
taxes, of $0.1 million for the three months ended June 30, 2019 . Vasconia
reported income from operations of $1.4 million for the three months ended
June 30, 2020 , as compared to income from operations of $2.8 million for the
three months ended June 30, 2019 . The decrease is primarily due to a decrease in
operating income from Vasconia's aluminum and kitchenware division.
During the three months ended June 30, 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.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
SIX MONTHS ENDED JUNE 30, 2020 COMPARED TO THE SIX MONTHS ENDED
JUNE 30, 2019
Net Sales
Consolidated net sales for the six months ended June 30, 2020 were $295.2
million , representing an increase of $2.7 million , or 0.9%, as compared to net
sales of $292.5 million for the corresponding period 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 by $3.8 million , or 1.3%, as
compared to consolidated net sales in the corresponding period in 2019.
Net sales for the U.S. segment for the six months ended June 30, 2020 were
$261.8 million , an increase of $11.7 million , or 4.7%, as compared to net sales
of $250.1 million for the corresponding period in 2019.
Net sales for the U.S. segment's Kitchenware product category were $163.7
million for the six months ended June 30, 2020 , an increase of $28.8 million , or
21.3%, as compared to $134.9 million for the corresponding period in 2019. The
increase was mainly attributable to higher consumer demand in the e-commerce and
wholesale channels for essential kitchen tools and gadgets, cutlery and boards,
and cookware and bakeware products. In addition, in the early part of 2020,
sales increased as a result of the continuance of promotional programs that
commenced in the latter part of 2019 for tools and gadgets, cutlery and
bakeware.
Net sales for the U.S. segment's Tableware product category were $47.2 million
for the six months ended June 30, 2020 , a decrease of $8.0 million , or 14.4%, as
compared to $55.2 million for the corresponding period in 2019. The decrease was
primarily driven by lower sales of dinnerware products to brick-and-mortar
retailers; this decrease was partially offset by increased e-commerce sales.
Net sales for the U.S. segment's Home Solutions product category were $50.9
million for the six months ended June 30, 2020 , a decrease of $9.1 million , or
15.2%, as compared to $60.0 million for the corresponding period in 2019. The
decrease was driven by lower sales in the private label hydration category,
offset by new program hydration category sales.
Net sales for the International segment were $33.4 million for the six months
ended June 30, 2020 , a decrease of $8.9 million , or 21.0%, as compared to net
sales of $42.3 million for the corresponding period in 2019. In constant
currency, which excludes the impact of foreign exchange fluctuations, net sales
decreased $7.9 million , or 19.1%, as compared to consolidated net sales in the
corresponding period in 2019. The decrease in sales, and sales in constant
currency, was driven by several factors including lower sales to independent
retailers resulting from lower demand and store closures due to COVID-19, offset
by increased e-commerce sales due to higher customer demand in online channels.
Gross margin
Gross margin for the six months ended June 30, 2020 was $107.1 million , or
36.3%, as compared to $98.3 million , or 33.6%, for the corresponding period in
2019.
Gross margin for the U.S. segment was $99.1 million , or 37.9%, for the six
months ended June 30, 2020 , as compared to $83.0 million , or 33.2%, for the
corresponding period in 2019. Gross margin in the 2019 period reflects an $8.5
million charge for the SKU rationalization initiative. Excluding the SKU
rationalization the gross margin would have been 36.6%. The increase in gross
margin, excluding the SKU rationalization change, was primarily due to changes
in product mix.
Gross margin for the International segment was $8.0 million , or 23.9%, for the
six months ended June 30, 2020 , as compared to $15.3 million , or 36.2%, for the
corresponding period in 2019. The decrease in gross margin percentage was
primarily due to additional allowances to brick-and-mortar customers, higher
inventory reserves and a decrease in sales against a period over period
comparable amount of fixed inventoriable costs.
Distribution expenses
Distribution expenses for the six months ended June 30, 2020 were $31.7 million ,
as compared to $31.4 million for the corresponding period in 2019. Distribution
expenses as a percentage of net sales were 10.8% for the six months ended
June 30, 2020 , as compared to 10.7% for the six months ended June 30, 2019 .
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Distribution expenses as a percentage of net sales for the U.S. segment were
approximately 9.3% and 10.4% for the six months ended June 30, 2020 and 2019,
respectively. Distribution expenses during the six months ended June 30, 2019
include $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
U.S. warehouses, excluding relocation expenses, distribution expenses were 9.4%
and 11.3% for the six months ended June 30, 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.
Distribution expenses as a percentage of net sales for the International segment
were 22.2% for the six months ended June 30, 2020 , compared to 12.8% for the
corresponding period in 2019. Distribution expenses during the six months ended
June 30, 2020 include $1.1 million for the Company's facility relocation costs.
As a percentage of sales shipped from the Company's U.K. warehouses, excluding
the moving and relocation costs for U.K. operations, distribution expenses were
15.5% and 12.7% for the six months ended June 30, 2020 and 2019, respectively.
The increase is primarily attributed to higher labor costs associated with
increased e-commerce channel sales and temporary labor inefficiencies associated
with setting up the new U.K. warehouse but not directly attributable to
relocation costs.
Selling, general and administrative expenses
Selling, general and administrative expenses for the six months ended June 30,
2020 were $75.9 million , a decrease of $5.1 million , or 6.3%, as compared to
$81.0 million for the corresponding period in 2019.
Selling, general and administrative expenses for the U.S. segment were $55.4
million for the six months ended June 30, 2020 , as compared to $57.0 million for
the corresponding period in 2019. As a percentage of net sales, selling, general
and administrative expenses were 21.2% and 22.8% for the six months ended
June 30, 2020 and 2019, respectively. The decrease was primarily attributable to
lower labor costs resulting from the Company's cost reduction strategy in
response to the COVID-19 pandemic, as well as lower selling and marketing
expenses, offset by higher estimates for bad debt expense related to the
economic uncertainties caused by the COVID-19 pandemic.
Selling, general and administrative expenses for the International segment were
$10.8 million for the six months ended June 30, 2020 , as compared to $13.4
million for the corresponding period in 2019. The decrease was primarily
attributable to the realization of cost savings resulting from the Company's
integration efforts, and lower employee and selling expenses resulting from the
Company's cost reduction strategy in response to the COVID-19 pandemic, offset
by higher estimates for bad debt expense related to the economic uncertainties
caused by the COVID-19 pandemic.
Unallocated corporate expenses for the six months ended June 30, 2020 were $9.7
million , as compared to $10.6 million for the corresponding period in 2019. The
decrease was primarily attributable to executive salary costs as well as lower
professional fees.
Restructuring expenses
During the six months ended June 30, 2020 , the Company's international segment
incurred $0.3 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 is the result of
the Company's efforts for product development efficiencies and a country
tailored international sales approach.
During the six months ended June 30, 2019 , the Company incurred $0.4 million of
Filament restructuring charges and$0.4 million of restructuring expenses,
primarily related to severance, for the integration of its legal entities
operating in Europe .
Goodwill and infinite-lived intangible asset impairment
During the six months ended June 30, 2020 , the Company recorded a $20.1 million
non-cash goodwill and intangible asset impairment charge related to the U.S.
reporting unit. The impairment charge resulted from, among other factors, more
conservative estimated future cash flows in light of the uncertain market
conditions arising from the COVID-19 pandemic.
Interest expense
Interest expense was $9.0 million for the six months ended June 30, 2020 and
$10.0 million for the six months ended June 30, 2019 primarily as a result of
lower 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 $2.4 million for the six
months ended June 30, 2020 as compared to a mark to market gain on interest rate
derivatives of $0.4 million for the six months ended June 30, 2019 . The decrease
was primarily driven by mark to market fair value fluctuations on the Company's
interest rate derivatives. 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
six months ended June 30, 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) benefit
The provision for income taxes includes federal, foreign, state and local income
taxes. The Company used a discrete effective tax rate method to calculate taxes
for the six months ended June 30, 2020 . Management determined that since minimal
changes in estimated pre-tax income or loss would result in significant changes
in the estimated annual effective tax rate, the historical method would not
provide a reliable estimate for the six months ended June 30, 2020 .
Income tax benefit for the six months ended June 30, 2020 was $0.7 million as
compared to an income tax benefit of $8.3 million for the corresponding period
in 2019. The Company's effective income tax benefit rate for the six months
ended June 30, 2020 was 2.2% as compared to 33.8% for the corresponding 2019
period. The effective tax rate for the six months ended June 30, 2020 differs
from the federal statutory income tax rate of 21.0% primarily due to the impact
of the non-deductible portion of the goodwill impairment charge (recorded in the
three months ended March 31, 2020 ) and other permanent items, partially offset
by the benefit of losses in the foreign jurisdictions. The effective rate for
the six months ended June 30, 2019 differs from the federal statutory income tax
rate of 21.0% primarily due to state and local taxes and the impact of
non-deductible expenses.
Equity in losses
Equity in losses of Vasconia, net of taxes, was $0.3 million for the six months
ended June 30, 2020 , as compared to equity in losses of Vasconia, net of taxes,
of $0.2 million for the six months ended June 30, 2019 . Vasconia reported income
from operations of $0.9 million for the six months ended June 30, 2020 , as
compared to income from operations of $4.7 million for the six months ended
June 30, 2019 . The decrease is primarily due to a decrease in operating income
from Vasconia's aluminum and kitchenware division.
During the six months ended June 30, 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.
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LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's principal sources of cash to fund liquidity needs
were: (i) cash provided by operating activities and (ii) borrowings available
under its revolving credit facility under the ABL Agreement, as defined below.
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. As a result of the COVID-19 pandemic, there is the
potential for reduced demand for the Company's products and limited distribution
facility capacity. Consequently, the Company may not be able to generate cash
from operations at the levels historically provided while operating under
pandemic conditions.
At June 30, 2020 , the Company had cash and cash equivalents of $63.5 million ,
compared to $11.4 million at December 31, 2019 . Working capital was $205.6
million at June 30, 2020 , compared to $221.8 million at December 31, 2019 .
Liquidity, which includes cash and cash equivalents and availability under the
ABL Agreement, was approximately $183.5 million at June 30, 2020 .
Inventory, a large component of the Company's working capital, is expected to
fluctuate from period to period, with inventory levels higher primarily in the
June through October time period. The Company also expects inventory turnover to
fluctuate from period to period based on product and customer mix. Certain
product categories have lower inventory turnover rates as a result of minimum
order quantities from the Company's vendors 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
June 30, 2020 , inventory turnover was 2.3 times, or 157 days, as compared to 1.8
times, or 203 days, for the three months ended June 30, 2019 , as adjusted for
the SKU Rationalization initiative. The improvement was a result of programs
implemented by the Company to improve the productivity of its inventory,
including the SKU Rationalization initiative implemented in the second quarter
of 2019, along with an increase in consumer demand for certain products in the
second quarter of 2020.
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 adversely affected by changes in customers' creditworthiness in the
future. Some of the Company's customers may be adversely and materially affected
by the COVID-19 pandemic.
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") which 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 requires the
Company to make an annual prepayment of principal based upon excess cash flow
("Excess Cash Flow"), if any. This estimated amount is recorded in current
maturity of term loan on the unaudited condensed consolidated balance sheets.
Additionally, the Term Loan facility requires quarterly payments, which
commenced June 30, 2018 , of principal equal to 0.25% of the original aggregate
principal amount of the Term Loan facility. Per the Debt Agreements, when an
Excess Cash Flow payment is made by the Company, 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 additional
term loans (the "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 June 30, 2020 and December 31, 2019 , the total availability under the ABL
Agreement was as follows (in thousands):
June 30, 2020 December 31, 2019
Maximum aggregate principal allowed $ 150,000 $ 150,000
Outstanding borrowings under the ABL Agreement (27,383)
(32,822)
Standby letters of credit (2,677)
(2,288)
Total availability under the ABL Agreement$ 119,940 $
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 condensed consolidated balance sheets were as follows (in thousands):
June 30, 2020 December 31, 2019
Current portion of Term Loan facility:
Term Loan facility $ - $ 2,750
Estimated Excess Cash Flow payment 15,000 7,145
Estimated unamortized debt issuance costs (1,473) (1,482)
Total Current portion of Term Loan facility $ 13,527 $ 8,413
Non-current portion of Term Loan facility: Term Loan facility payment, net of current portion$ 247,605 $ 260,293 Estimated unamortized debt issuance costs (5,268) (6,012) Total Non-current portion of Term Loan facility$ 242,337
The Company's payment obligations under its Debt Agreements are unconditionally guaranteed by its existing and futureU.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 theU.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 ABL agreement bear interest, at the Company's option, at one of the following rates: (i) 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 atJune 30, 2020 was 1.8%. In addition, the Company pays a commitment fee of 0.375% on the unused portion of the ABL Agreement. The Term Loan facility bears interest, at the Company's option, at one of the following rates: (i) alternate base rate, defined, for any day, as the greater of (x) the prime rate, (y) a federal funds and overnight bank funding based rate plus 0.5% or (z) one-month LIBOR, but not less than 1.0%, plus 1.0%, which alternate base rate shall not be less than 2%, plus a margin of 2.5% or - 40 - -------------------------------------------------------------------------------- Table of Contents (ii) LIBOR, but not less than 1%, plus a margin of 3.5%. The interest rate on outstanding borrowings under the Term Loan atJune 30, 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 and 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 and 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 atJune 30, 2020 . The Company expects that it will continue to borrow, subject to availability, and repay funds 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 June 30, 2020 (in thousands) Three months ended June 30, 2020 $ 12,388 Three months ended March 31, 2020 3,252 Three months ended December 31, 2019 27,873 Three months ended September 30, 2019 25,758 Consolidated adjusted EBITDA $ 69,271 Capital expenditures for the six months endedJune 30, 2020 were$1.4 million . Non-GAAP financial measure Consolidated adjusted EBITDA is a non-GAAP financial measure within the meaning of Regulation G and Item 10(e) of Regulation S-K, each promulgated by theSecurities and Exchange Commission . This measure is provided because management of the Company uses this financial measure in evaluating the Company's on-going financial results and trends, and management believes that exclusion of certain items allows for more accurate comparison of the Company's operating performance by investors and analysts. Management also uses this non-GAAP information as an indicator of business performance. Consolidated adjusted EBITDA, as discussed above, is also one of the measures used to calculate financial covenants required to be provided to the Company's lenders pursuant to its Debt Agreements. Investors should consider this non-GAAP financial measure in addition to, and not as a substitute for, the Company's financial performance measures prepared in accordance withU.S. GAAP. Further, the Company's non-GAAP information may be different from the non-GAAP information provided by other companies including other companies within the home retail industry. - 41 - -------------------------------------------------------------------------------- Table of Contents The following is a reconciliation of the net loss, as reported, to consolidated adjusted EBITDA, for the four quarters endedJune 30, 2020 : Three Months Ended Twelve Months Ended September 30, December 31, March 31, June 30, June 30, 2019 2019 2020 2020 2020 (in thousands) Net loss as reported$ (13,519) $ (14,516)
210 (738) (339) 848 (19)
Income tax provision (benefit) 15,066 (5,704) (3,729) 3,031 8,664
Interest expense 5,172 5,590 4,736 4,230 19,728
Mark to market loss on interest rate
derivatives - - 2,251 164 2,415
Depreciation and amortization 6,122 6,344 6,234 6,061 24,761
Goodwill and other impairments 9,748 33,242 20,100 - 63,090
Stock compensation expense 1,505 1,436 1,326 1,420 5,687
Acquisition and divestment related
expenses - 55 47 55 157
Restructuring expenses 338 316 - 253 907
Integration charges 235 159 - - 394
Warehouse relocation 881 1,689 790 303 3,663
Consolidated adjusted EBITDA $ 25,758 $ 27,873 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, mark to market loss on interest rate derivatives, depreciation and amortization, 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. Accounts Receivable Purchase Agreement To improve its liquidity during seasonally high working capital periods, the Company has an uncommitted Receivables Purchase Agreement withHSBC Bank USA, National Association ("HSBC") as Purchaser (the "Receivables Purchase Agreement"). Under the Receivables Purchase Agreement, the Company may offer to sell certain eligible accounts receivable (the "Receivables") to HSBC, which may accept such offer, and purchase the offered Receivables. Under the Receivables Purchase Agreement, following each purchase of Receivables, the outstanding aggregate purchased Receivables shall not exceed$25.0 million . HSBC will assume 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. The term of the agreement is for 364 days and shall automatically be extended for annual successive terms unless terminated. Either party may terminate the agreement at any time upon sixty days' prior written notice to the other party. Pursuant to this agreement, the Company sold to HSBC$36.0 million and$73.9 million of receivables during the three and six months endedJune 30, 2020 , respectively, and$24.1 million and$49.2 million of receivables during the three and six months endedJune 30, 2019 , respectively. Charges of$0.1 million related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the three months endedJune 30, 2020 andJune 30, 2019 . Charges of$0.3 million related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the six months endedJune 30, 2020 andJune 30, 2019 . AtJune 30, 2020 and 2019,$20.8 million and$14.8 million , respectively, of receivables sold were outstanding and due to HSBC from customers. Derivatives Interest Rate Swaps The Company is a party to interest rate swap agreements, with an aggregate notional value of$75.0 million atJune 30, 2020 , designated 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 inApril 2018 and expire inMarch 2023 . The notional amounts are reduced over these periods. - 42 -
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The Company entered into additional interest rate swap agreements, with an aggregate notional value of$25.0 million atJune 30, 2020 that do not meet the criteria for hedge accounting treatment. As a result, these interest rate swap agreements are considered non-designated interest rate swaps that serve as economic hedges of the Company's exposure to the variability of the payment of interest on a portion of its Term Loan borrowings and expire inFebruary 2025 . The Company's total outstanding notional value of interest rate swaps was$100.0 million atJune 30, 2020 . 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 theU.S. dollar 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 inApril 2020 . As ofJune 30, 2020 the Company did not have any outstanding foreign exchange contracts. 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 to changes to the credit risk of derivative counterparties. The Company attempts to minimize these risks primarily by 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 those impacting currency markets and the 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 ofJune 30, 2020 , the Company does not have any foreign currency forward contract derivatives that are not designated as hedges. Operating activities Net cash provided by operating activities was$66.2 million and$7.1 million for the six months endedJune 30, 2020 and 2019, respectively. The change in 2020 as compared to the corresponding 2019 period was primarily attributable to inventory reduction initiatives commencing in the second quarter of 2019, the timing of collections related to the Company's accounts receivable, in addition to cost savings initiatives and payment deferral strategies utilized in response to the COVID-19 pandemic. Investing activities Net cash used in investing activities was$1.4 million and$3.9 million for the six months endedJune 30, 2020 and 2019, respectively. 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'sU.K. reorganization and warehouse consolidation efforts. Financing activities Net cash used in financing activities was$12.3 million and$0.5 million for the six months endedJune 30, 2020 and 2019, respectively. The change was mainly attributable to repayments on the Company's revolving credit facility under its ABL Agreement and the Company's term loan in 2020. - 43 -
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