UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2007

 

or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission file number: 0-19254

 

LIFETIME BRANDS, INC.

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

11-2682486

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

1000 Stewart Avenue, Garden City, New York 11530

 

(Address of principal executive offices, including Zip Code)

 

(516) 683-6000

 

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $.01 par value

The NASDAQ Stock Market LLC

(Title of each class)

(Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act:None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes

o

No

x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes

o

No

x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes

x

No

o

 

 

 


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K                 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

(check one):       Large accelerated filer o    Accelerated filer x     Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b(2) of the Exchange Act).

 

 

Yes

o

No

x

 

The aggregate market value of 11,230,214 shares of the voting stock held by non-affiliates of the registrant as of June 30, 2007 was approximately $230,000,000. Directors, executive officers, and trusts controlled by said individuals are considered affiliates for the purpose of this calculation, and should not necessarily be considered affiliates for any other purpose.

 

The number of shares of common stock, par value $.01 per share, outstanding as of March 14, 2008 was 11,964,388.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Parts of the registrant’s definitive proxy statement for the 2008 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by reference in Part III of this Annual Report.

 

 

 


LIFETIME BRANDS, INC.

FORM 10-K

TABLE OF CONTENTS

 

PART I

 

 

1.

Business

4

1A.

Risk Factors

10

1B.

Unresolved Staff Comments

19

2.

Properties

19

3.

Legal Proceedings

19

4.

Submission of Matters to a Vote of Security Holders

19

PART II

 

 

5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

20

6.

Selected Financial Data

22

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

7A.

Quantitative and Qualitative Disclosures about Market Risk

33

8.

Financial Statements and Supplementary Data

33

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

33

9A.

Controls and Procedures

34

9B.

Other Information

36

PART III

 

 

10.

Directors and Executive Officers and Corporate Governance

36

11.

Executive Compensation

36

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

36

13.

Certain Relationships and Related Transactions, and Director Independence

36

14.

Principal Accounting Fees and Services

36

PART IV

 

 

15.

Exhibits and Financial Statement Schedules

37

Signatures

 

39



 

 

1

 

 

 


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information concerning Lifetime Brands, Inc.’s (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, under the headings Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 1 of Part I and Item 7 of Part II, respectively. When used in this Annual Report on Form 10-K, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, the Company’s 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 Annual Report. Important factors that could cause the Company’s actual results to differ materially from those expressed as forward-looking statements are set forth in this Annual Report, including the risk factors discussed in Part I, Item 1A under the heading Risk Factors. Such risks, uncertainties and other important factors include, among others:

 

 

Changes in demand for the Company’s products and the success of new products;

 

The level of competition in the Company’s industry;

 

Changes in general economic and business conditions which could affect customer payment practices or consumer spending;

 

Industry trends;

 

The Company’s dependence on third party foreign sources of supply and foreign manufacturing;

 

Fluctuations in costs of raw materials;

 

Increases in costs relating to manufacturing and transportation of products;

 

Complexities associated with a multi-channel and multi-brand business;

 

Limited experience in the tabletop and home décor product categories;

 

The Company’s relationship with key licensors;

 

Encroachments on the Company’s intellectual property;

 

The Company’s relationship with key customers;

 

Product liability claims or product recalls;

 

The timing of delivery of products to customers;

 

The Company’s restructuring of its direct-to-consumer retail business;

 

Departure of key personnel;

 

Internal development of products by the Company’s customers;

 

Noncompliance with applicable regulations including the Sarbanes-Oxley Act of 2002;

 

Risks associated with the Company’s Internet operations;

 

Future acquisitions and integration of acquired businesses;

 

Technological risks;

 

Network security risks;

 

Risks associated with indebtedness; and 

 

The seasonal nature of the Company’s business.

 

2

 

 


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.

 

OTHER INFORMATION

 

The Company is required to file its annual reports on Forms 10-K and quarterly reports on Forms 10-Q, and other reports and documents as required from time to time with the United States Securities and Exchange Commission (the “SEC”). The public may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information may be obtained with respect to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding the Company’s electronic filings with the SEC at http://www.sec.gov . The Company also maintains a website at http://www.lifetimebrands.com where users can access the Company’s electronic filings free of charge.

 

3

 

 

 


PART I

 

Item 1. Business

 

OVERVIEW

 

The Company is one of North America’s leading resources for nationally branded kitchenware, tabletop and home décor products. The Company markets its products under some of the most well-respected and widely-recognized brand names in the U.S. housewares industry including three of the four most recognized brands of “Kitchen Tool, Cutlery and Gadgets” according to the Home Furnishing News Brand Survey for 2007 - KitchenAid®, Farberware®, and Cuisinart®. The Company primarily targets moderate to premium price points through every major level of trade and generally markets several lines within each of its product categories, often under more than one brand. At the heart of the Company is a strong culture of innovation and new product development. The Company has introduced over 3,600 new or redesigned products in 2007 and expects to introduce approximately 4,000 new or redesigned products in 2008.

 

The Company’s three main product categories and the products offered within the product categories are as follows:

 

Food Preparation

 

Tabletop

 

Home Décor

Kitchenware

 

Flatware

 

Non-electric Lighting

Cutlery & Cutting Boards

 

Dinnerware

 

Wall Décor

Bakeware & Cookware

 

Tabletop Accessories

 

Picture Frames

Pantryware & Spices

 

Giftware

 

Seasonal Decorations

Fondues & Tabletop Entertaining

 

Glassware

 

Decorative Accessories

Functional Glassware

 

Crystal

 

Lawn & Garden Décor

 

 

Serveware

 

 

 

 

Barware

 

 

 

The Company markets several product lines within each of the Company’s product categories and under each of the Company’s brands. The Company’s competitive advantage is based on strong brands, an emphasis on innovation and new product development, and excellent sourcing capabilities. The Company owns or licenses many of the leading brands in its industry. Over the last several years, the Company’s sales growth has come from: (i) expanding product offerings within the Company’s current categories, (ii) developing and acquiring new brands and product categories and (iii) entering new channels of distribution, primarily in the United States. Key factors in the Company’s growth strategy have been, and will continue to be, the selective use and management of the Company’s strong brands and the Company’s ability to provide a steady stream of new products and designs. A significant element of this strategy is the Company’s in-house design and development team that currently consists of 102 professional designers, artists and engineers. This team creates new products, packaging and merchandising concepts. Utilizing the latest available design tools, technology and materials, the Company works closely with its suppliers to enable efficient and timely manufacturing of its products. The Company has been sourcing its products in Asia for over 45 years and currently sources its products from approximately 430 suppliers located primarily in China. The Company produces a majority of its sterling silver products at its manufacturing facility in San German, Puerto Rico.

 

The Company’s top ten brands and their respective product categories are:

 

Farberware®

Food Preparation and Tabletop

KitchenAid®

Food Preparation

Elements®

Home Décor

Pfaltzgraff®

Tabletop and Food Preparation

Wallace Silversmiths®

Tabletop and Home Décor

Cuisinart®

Food Preparation and Tabletop

Kamenstein®

Food Preparation

International® Silver Company

Tabletop and Home Décor

Melannco®

Home Décor

Towle Silversmiths®

Tabletop and Home Décor

 

 

4

 

 

 


 

The Company sells its products to a diverse nationwide customer base including mass merchants, specialty stores, national chains, department stores, warehouse clubs, home centers, supermarkets and off-price retailers, as well as through other channels of distribution. The Company’s largest retail customers are each serviced by an in-house team that includes representatives from the Company’s sales, marketing, merchandising and product development departments. The Company generally collaborates with its retail customers and in many instances produces specific versions of the Company’s product lines with exclusive designs and packaging for their stores, which are appropriately priced for their respective customer bases.

 

The Company also sells its products directly to the consumer through Company-operated factory and outlet stores, mail order catalogs, and the Internet. At December 31, 2007 the Company operated 78 factory and outlet stores in 32 states under the Farberware® and Pfaltzgraff® names. In December 2007, the Company commenced a plan to close 30 underperforming Farberware® outlet stores and Pfaltzgraff® factory stores by the end of the first quarter of 2008.

 

The Company’s principal East Coast distribution center is a modern facility located in Robbinsville, New Jersey and the Company’s new principal West Coast distribution center is a modern facility located in Fontana, California that the Company began occupying in December 2007. The Company also currently operates distribution centers in Mira Loma, California; East Boston, Massachusetts; Winchendon, Massachusetts; and York, Pennsylvania and utilizes one distribution facility in California operated by a third-party logistics provider. The Company utilizes public warehouses to provide additional capacity as needed. The Company is in the process of consolidating its West Coast distribution centers. During the third quarter of 2008 the operations of the Company’s Mira Loma, California distribution center and the facility in California operated by a third-party logistics provider will be consolidated into the Company’s Fontana, California distribution center.

 

The Company has assembled a seasoned management team with experience and talent in the housewares and consumer products industries. The Company’s management team is focused on growing the Company’s business by capitalizing on the reputation of the Company’s well-respected and widely-recognized brands and the Company’s strengths in product design and innovation, product sourcing experience and expertise and long-term retail customer and supplier relationships.

 

BUSINESS SEGMENTS

 

The Company operates in two reportable segments—wholesale and direct-to-consumer. The wholesale segment is the Company’s primary business that designs, markets and distributes household products to retailers and distributors. The direct-to-consumer segment is comprised of the Company’s business that sells household products directly to the consumer through the Company’s factory and outlet stores, mail-order catalogs and the Internet. The Company has segmented its operations in a manner that reflects how management reviews and evaluates the results of its operations. While both segments distribute similar products, the segments are distinct due to their different types of customers and the different methods used to sell, market and distribute the products. Additional information regarding the operating performance of the Company’s segments is discussed in Note J of the Notes to the Consolidated Financial Statements beginning on page F-7.

 

5

 

 

 


ACQUISITIONS

 

Since 1995 the Company has completed the following 13 acquisitions that have expanded the Company’s product offerings, allowed the Company to enter new product categories and added brands:

 

Year

 

Company or assets acquired

 

Product categories

1995

 

Hoffritz®

 

Food Preparation

1998

 

Roshco, Inc.

 

Food Preparation

2000

 

M. Kamenstein, Inc.

 

Food Preparation

2003

 

:USE®—Tools for Civilization

 

Bath hardware and accessories

 

 

Gemco Ware, Inc.

 

Food Preparation

2004

 

Excel Importing Corp.

 

Food Preparation and Tabletop

2005

 

The Pfaltzgraff Co.

 

Tabletop and Food Preparation

 

 

Salton, Inc.

 

Tabletop

2006

 

Syratech Corporation

 

Tabletop and Home Décor

2007

 

Pomerantz®

 

Food Preparation

 

 

Design for Living®

 

Food Preparation

 

 

Gorham®

 

Tabletop

 

 

Ekco S.A.B. (29.99%)

 

Food Preparation and Tabletop

 

RECENT ACQUISITIONS

 

Pomerantz® and Design for Living®

 

In April 2007, in two separate, but related, transactions, the Company acquired the Pomerantz® brand and certain related assets from JP Products, LLC and the Design for Living® brand and certain related assets from Design for Living, LLC; designers, importers and distributors of pantryware products.

 

Gorham®

 

In July 2007, the Company acquired certain assets from Lenox Group Inc. (“Lenox”). Concurrently with the execution of the agreement, the Company entered into a long-term exclusive licensing agreement with Lenox under which the Company licensed the Gorham®, Kirk Stieff®, Whiting™ and Durgin™ trademarks in connection with the manufacture, sale, distribution and marketing of sterling silver products.

 

Ekco

 

In December 2007, the Company acquired a 29.99% interest in Ekco S.A.B (“Ekco”). Ekco is one of Mexico’s leading housewares companies and manufactures and sells cookware, bakeware, kitchenware, cutlery, dinnerware, flatware and related items. Ekco markets its products in Mexico under the Ekco®, Vasconia®, Regal®, H. Steele®, Presto® and Thermos® brands.

 

6




CUSTOMERS

 

The Company’s products are sold primarily in the United States. The Company sells its products to a diverse nationwide customer base including mass merchants (such as Wal-Mart and Target), specialty stores (such as Bed Bath & Beyond and Linens’n Things), national chains (such as JC Penney, Kohl’s, and Sears), department stores (such as Bloomingdale’s, Macy’s and Saks), warehouse clubs (such as Costco, BJ’s Wholesale Club and Sam’s Club), home centers (such as Lowe’s and The Home Depot), supermarkets (such as Stop & Shop and Kroger) and off-price retailers (such as Marshalls, T.J. Maxx and Ross Stores).

 

During the years ended December 31, 2007, 2006 and 2005, Wal-Mart Stores, Inc. (including Sam’s Club) accounted for 21%, 17% and 20% of net sales, respectively. No other customer accounted for 10% or more of the Company’s net sales during 2007, 2006 or 2005. For the years ended December 31, 2007, 2006 and 2005, the Company’s ten largest customers accounted for 62%, 49% and 51% of net sales, respectively.

 

At December 31, 2007 the Company also operated 34 outlet stores in 17 states under the Farberware® name and 44 factory stores in 25 states under the Pfaltzgraff® name, as well as,  catalog and Internet operations.

 

DISTRIBUTION

 

The Company operates the following distribution centers:

 

Location

Size
(square feet)

Fontana, California

753,000

Robbinsville, New Jersey

700,000

York, Pennsylvania

473,000

Mira Loma, California

426,000

Winchendon, Massachusetts

210,000

East Boston, Massachusetts

  11,000



 

The Company’s principal East Coast distribution center is the Robbinsville, New Jersey facility and the Company’s principal West Coast distribution center is the Fontana, California facility.

 

In addition to the above distribution centers, the Company currently utilizes a 216,000 square foot distribution center in California operated by a third-party logistics provider and five public warehouses, two of which are located in New Jersey, two of which are located in Massachusetts and one of which is located in Pennsylvania that provide additional capacity as needed.

 

In December 2007, the Company began the process of consolidating its West Coast distribution centers. During the third quarter of 2008, the operations of the Mira Loma, California distribution center and the 216,000 square foot facility in California operated by a third-party logistics provider will be consolidated into the Fontana, California distribution facility.

 

7

 

 

 


SALES AND MARKETING

 

The Company maintains separate sales forces for its product categories so as to provide the specialized expertise and attention necessary to service its customer base. The Company’s sales and marketing staff coordinates with individual retailers to devise marketing strategies and merchandising concepts and to furnish advice on advertising and product promotion. The Company has developed several promotional programs for use in the ordinary course of business to promote sales throughout the year.

 

The Company’s various sales and marketing efforts are supported from its principal office and showroom in Garden City, New York. The Company also maintains showrooms in New York, New York; Boston, Massachusetts; Atlanta, Georgia; Bentonville, Arkansas; and Menomonee Falls, Wisconsin. The Company’s sales and marketing staff at December 31, 2007, consisted of 192 employees who are salaried, paid commissions based on sales or, in some instances, paid a base salary plus commissions. The Company also distributes certain of its products through independent sales representatives who work on a commission basis only.

 

The Company’s largest retail customers are each serviced by an in-house team that includes representatives from the Company’s sales, marketing, merchandising and product development departments. The Company generally collaborates with its retail customers and in many instances produces specific versions of the Company’s product lines with exclusive designs and packaging for their stores.

 

SOURCES OF SUPPLY AND MANUFACTURING

 

The Company primarily sources its products from approximately 430 suppliers located mainly in the People’s Republic of China, and to a lesser extent in Hong Kong, the United States, Taiwan, Japan, India, Thailand, Italy, Indonesia, Korea, Vietnam, Germany, Czech Republic, Malaysia, Portugal, Colombia, Lithuania, Turkey, and Mexico. The Company’s policy is to maintain several months of supply of inventory and, accordingly, the Company orders products substantially in advance of the anticipated time of their sale to the Company’s customers. While the Company does not have any long-term formal arrangements with any of its suppliers, in certain instances, particularly with respect to the manufacture of cutlery, the Company places purchase orders for products several months in advance of receipt of orders from its customers. The Company’s arrangements with most manufacturers allow for some flexibility in modifying the quantity, composition and delivery dates of orders. All purchase orders are in United States dollars and are cancelable.

 

The Company produces a majority of its sterling silver products at its manufacturing facility in San German, Puerto Rico and operates a spice packing line within its Winchendon, Massachusetts facility where it assembles spices and spice racks.

 

COMPETITION

 

The markets for Food Preparation, Tabletop and Home Décor products are highly competitive and include numerous domestic and foreign competitors, some of which are larger than the Company. The primary competitive factors in selling such products to retailers are consumer brand name recognition, quality, aesthetic appeal to consumers, packaging, breadth of product line, distribution capability, prompt delivery and selling price.

 

PATENTS

 

The Company owns 131 design and utility patents on the overall design of some of its products. The Company believes that the expiration of any of its patents would not have a material adverse effect on the Company’s business.

 

BACKLOG

 

Backlog is not material to the Company’s business because actual confirmed orders are typically not received until close to the required shipment dates.

 

8

 

 

 


EMPLOYEES

 

As of December 31, 2007, the Company had a total of 1,469 employees, 184 of whom are located in China. In addition, the Company employed 554 people on a part-time basis, predominately in its direct-to-consumer businesses. None of the Company’s employees are represented by a labor union. The Company considers its employee relations to be good.

 

REGULATORY MATTERS

 

Certain of the products the Company manufactures are subject to the jurisdiction of the U.S. Consumer Product Safety Commission. The Company’s spice container filling operation in Winchendon, Massachusetts is regulated by the Food and Drug Administration. The Company’s products are also subject to regulation under certain state laws pertaining to product safety and liability.

 

9

 

 

 


Item 1A. Risk Factors

 

The Company’s business, operations, and financial condition are subject to various risks. Some of these risks are described below. This section does not describe all risks that may be applicable to the Company, the Company’s industry, or the Company’s business, and it is intended only as a summary of certain material risk factors.

 

The Company must successfully anticipate changing consumer preferences and buying trends and manage its product line and inventory commensurate with customer demand.

 

The Company’s success depends upon its ability to anticipate and respond to changing merchandise trends and customer demands in a timely manner. Consumer preferences cannot be predicted with certainty and may change between selling seasons. The Company must make decisions as to design, development, expansion and production of new and existing product lines. If the Company misjudges either the market for its products, the purchasing patterns of the end consumer, or the appeal of the design, functionality or variety of its product lines, the Company’s sales may decline significantly, and it may be required to mark down certain products to sell the resulting excess inventory or sell such inventory through the Company’s factory and outlet stores, or other liquidation channels, at prices which can be significantly lower than the Company’s normal wholesale prices, each of which would harm its business and operating results.

 

In addition, the Company must manage its inventory effectively and commensurate with customer demand. A substantial portion of the Company’s inventory is sourced from vendors located outside the United States. The Company generally commits to purchasing products before it receives firm orders from its retail customers and frequently before trends are known. The extended lead times for many of the Company’s purchases, as well as the development time for design and deployment of new products, may make it difficult for the Company to respond rapidly to new or changing trends. In addition, the seasonal nature of the Company’s business requires it to carry a significant amount of inventory prior to the year-end holiday selling season. As a result, the Company is vulnerable to demand and pricing shifts and to misjudgments in the selection and timing of product purchases. If the Company does not accurately predict its customers’ preferences and acceptance levels of its products, the Company’s inventory levels may not be appropriate, and its business and operating results may be adversely impacted.

 

The Company faces intense competition from companies with similar brands or products and from companies in the retail industry.

 

The markets for Food Preparation, Tabletop, and Home Décor products are highly competitive and include numerous domestic and foreign competitors, some of which are larger than the Company, have greater financial and other resources than the Company, and may have more established brand names in some or all of the markets the Company serves. The primary competitive factors in selling such products to retailers are consumer brand name recognition, quality, packaging, breadth of product line, distribution capability, prompt delivery in response to retail customers’ order requirements, and ultimate price to the consumer.

 

The competitive challenges facing the Company include:

 

 

anticipating and quickly responding to changing consumer demands better than the Company’s competitors;

 

maintaining favorable brand recognition and achieving end consumer perception of value;

 

effectively marketing and competitively pricing the Company’s products to consumers in diverse market segments and price levels; and

 

developing innovative, high-quality products in designs and styles that appeal to consumers of varying groups, tastes and price level preferences, and in ways that favorably distinguishes the Company from its competitors.

 

10

 

 

 


In addition, the Company operates its factory and outlet store, catalog and Internet businesses under highly competitive conditions. The Company has numerous and varied competitors at the national and local levels, including conventional and specialty department stores, other specialty stores, mass merchants, value retailers, discounters, and Internet and mail order retailers. Competition is characterized by many factors, including product assortment, advertising, price, quality, service, location, reputation and credit availability. If the Company does not compete effectively with regard to these factors, its results of operations could be materially and adversely affected.

 

In light of the many competitive challenges facing the Company, the Company may not be able to compete successfully. Increased competition could adversely affect the Company’s sales, operating results and business, by forcing the Company to lower its prices or sell fewer units, which could reduce the Company’s gross profit and net income.

 

The Company’s business depends, in part, on factors affecting consumer spending that are out of the Company’s control.

 

The Company’s business depends on consumer demand for its products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, disposable consumer income, recession and inflation, incidents and fears relating to national security, terrorism and war, hurricanes, floods and other natural disasters, inclement weather, consumer debt, unemployment rates, interest rates, sales tax rates, fuel and energy prices, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security, generally. Adverse changes in factors affecting discretionary consumer spending could reduce consumer demand for the Company’s products, change the mix of products the Company sells to a different mix with a lower average gross margin, slow inventory turnover and result in greater markdowns on inventory, thus reducing the Company’s sales and harming its business and operating results.

 

The Company depends on key vendors for timely and effective sourcing of its products, and the Company is subject to various risks and uncertainties that may affect its vendors’ ability to produce quality merchandise.

 

The Company sources a significant majority of its products from third-party suppliers with which the Company may have in many cases established long-term relationships. The Company’s performance depends on its ability to have its products manufactured to the Company’s designs and specifications in sufficient quantities at competitive prices. The Company has no contractual assurances of continued supply, pricing or access to products, and in general, vendors may discontinue selling to the Company at any time. The Company may not be able to acquire its products in sufficient quantities, with the quality assurance that the Company requires, and on terms acceptable to the Company.

 

The Company primarily sources its products from approximately 430 suppliers located mainly in the People’s Republic of China, and to a lesser extent in Hong Kong, the United States, Taiwan, Japan, India, Thailand, Italy, Indonesia, Korea, Vietnam, Germany, Czech Republic, Malaysia, Portugal, Colombia, Lithuania, Turkey, and Mexico. The Company’s three largest suppliers in China provided the Company with approximately 40% of the products it distributed in 2007 and 2006. This concentration of sourcing is a risk to the Company’s business. Furthermore, because the Company’s product lines cover thousands of products, many products are produced for the Company by only one or two manufacturers. An interruption of supply from any of these manufacturers could also have an adverse impact on the Company’s ability to fill orders on a timely basis.

 

11

 

 

 


As a result, an interruption of supply from any of the Company’s suppliers, or the loss of one or more key vendors, could have a negative effect on the Company’s business and operating results because the Company would be missing products that could be important to its assortment or to coordinated branded product lines, unless and until alternative supply arrangements are secured. The Company may not be able to develop relationships with new vendors, and products from alternative sources, if any, may be of a lesser quality and/or more expensive than those the Company currently purchases. Replacement of manufacturing sources would require long lead-times to assure the vendors’ capability to manufacture to the Company’s designs and specifications, maintain quality control and achieve the production levels the Company requires. In addition, some of the Company’s customers demand a certain standard of shipping fulfillment (usually as a percentage of orders placed) and any disruption in the manufacturing of its products could result in the Company’s failure to meet such standards.

 

The Company is also subject to certain risks, including risks relating to the availability of raw materials, labor disputes, union organizing activity, inclement weather, natural disasters, and general economic and political conditions, that might limit the Company’s vendors ability to provide it with quality merchandise on a timely basis. For these or other reasons, one or more of the Company’s vendors might not adhere to the Company’s quality control standards, and the Company might not identify the deficiency before products are shipped to its retail customers. The Company’s vendors failure to manufacture or ship quality merchandise in a timely and efficient manner could damage its reputation and that of brands offered by the Company, and could lead to a loss or reduction in orders by the Company’s retail customers and an increase in product liability claims or litigation.

 

Because most of the Company’s vendors are located in foreign countries, the Company is subject to a variety of additional risks and uncertainties.

 

The Company’s dependence on foreign vendors means, in part, that the Company may be affected by declines in the relative value of the U.S. dollar to other foreign currencies. Although substantially all of the Company’s foreign purchases of products are negotiated and paid for in U.S. dollars, changes in currency exchange rates might negatively affect the profitability and business prospects of the Company’s foreign vendors. This, in turn, might cause such foreign vendors to demand higher prices for products, hold up shipments to the Company, or discontinue selling to the Company, any of which could ultimately reduce the Company’s sales or increase its costs.

 

The Company is also subject to other risks and uncertainties associated with changing economic and political conditions in foreign countries. These risks and uncertainties include import duties and quotas, concerns over anti-dumping, work stoppages, economic uncertainties (including inflation), foreign government regulations, incidents and fears involving security, terrorism and wars, political unrest and other trade restrictions. The Company cannot predict whether any of the countries in which its products are currently manufactured or may be manufactured in the future will be subject to trade restrictions imposed by the U.S. or foreign governments or the likelihood, type or effect of any such restrictions. Any event causing a disruption or delay of imports from foreign vendors, including the imposition of additional import restrictions, restrictions on the transfer of funds and/or increased tariffs or quotas, or both, with respect to products for the home could increase the cost or reduce the supply of products available to the Company and adversely affect the Company’s business, financial condition and operating results. Furthermore, some or all of the Company’s foreign vendors’ operations may be adversely affected by political and financial instability resulting in the disruption of trade from exporting countries, restrictions on the transfer of funds and/or other trade disruptions.

 

In addition, there is a risk that one or more of the Company’s foreign vendors will not adhere to its compliance standards such as fair labor practices and prohibitions on child labor. Such circumstances might create an unfavorable impression of the Company’s sourcing practices or the practices of some of its vendors that could harm the Company’s image. Additionally, certain of the Company’s major retail customers, including Wal-Mart Stores, Inc., routinely inspect its suppliers’ facilities to determine their compliance with applicable labor laws. A determination by such customers that one or more of the Company’s suppliers violate such standards could jeopardize the Company’s sales to such customers if the Company or the suppliers cannot effectively remedy any such violation in a timely manner. If any of these occur, the Company could lose sales, customer goodwill and favorable brand recognition, which could negatively affect the Company’s business and operating results.

 

12

 

 

 


High costs of raw materials and energy may result in increased operating expenses and adversely affect the Company’s results of operations and cash flow.

 

Significant variations in the costs and availability of raw materials and energy may negatively affect the Company’s results of operations. The Company’s vendors purchase significant amounts of metals and plastics to manufacture the Company’s products. They also purchase significant amounts of electricity to supply the energy required in their production processes. The rising cost of fuel may also increase the Company’s transportation costs. The cost of these raw materials and energy, in the aggregate, represents a significant portion of the Company’s operating expenses. The Company’s results of operations have been and could in the future be significantly affected by increases in these costs. Price increases increase the Company’s working capital needs and, accordingly, can adversely affect the Company’s liquidity and cash flow. Additionally, higher fuel prices may decrease the number of consumer shopping trips and lower demand for merchandise sold through the Company’s factory and outlet stores.

 

The Company must successfully manage the complexities associated with a multi-channel and multi-brand business.

 

The Company’s business requires the development, marketing and production of a wide variety of products in its three product categories: Food Preparation, Tabletop and Home Décor. Within each of these categories, it is necessary to market several full lines of branded products targeting different price and prestige levels, and each of these branded lines must contain an assortment of products and accessories with matched designs and packaging which are often sold as sets. The Company’s different product lines are sold under a variety of brand names, some of which are owned and some of which are licensed. Many of the Company’s products are inherently of the type that consumers prefer to purchase as part of a branded, matched line. Accordingly, both for marketing reasons and the requirements of the Company’s license agreements, the Company must maintain breadth of product lines and it must devote significant resources to developing and marketing new designs for the Company’s product lines. The inability to maintain the breadth of the Company’s product lines—whether due to vendor difficulties, design issues, retail orders for less than all of the products in a line, or other problems—could result in competitive disadvantages as well as the potential loss of valuable license arrangements.

 

In addition, the Company sells its products through several different distribution channels (mass merchants, specialty stores, national chains, department stores, warehouse clubs, home centers, supermarkets, off-price retailers, factory and outlet stores, catalogs and over the Internet) and the Company must manage the selective deployment of branded lines within these channels so as to achieve maximum revenue and profitability. Failure to properly align brands and product lines to the price and prestige levels associated with particular channels of distribution could result in product line failures, damage to the Company’s reputation, and lost sales and profits.

 

The Company has limited experience operating in the Tabletop category, which is the Company’s second largest product category, and limited experience in the Home Décor product category.

 

The Company acquired from Pfaltzgraff, Salton, Syratech and Lenox certain brands and product lines in the Tabletop and Home Décor product categories in which the Company has limited experience. The Company may encounter delays or difficulties in transitioning these product lines and the related brands and may not achieve the expected growth or cost savings. In particular, sales in the Tabletop and Home Décor product categories tend to rely significantly more on the appeal to consumers of the aesthetic design of the products than the Company’s other products lines, the sales of which tend to depend more upon the product’s functionality. Additionally, under their previous ownership, the Pfaltzgraff, Salton, Syratech and Lenox businesses suffered material operating losses. The Company cannot assure that these product categories will be profitable.

 

Many of the Company’s leading product lines are manufactured under licensed trademarks and any failure to retain such licenses on acceptable terms may have an adverse effect on the Company’s business.

 

The Company promotes and markets some of its most successful product lines under trademarks the Company licenses from third-parties. Several of these license agreements are subject to termination by the licensor.

 

 

13

 

 


The Company’s license agreement with Whirlpool Corporation allows it to design, manufacture and market an extensive range of food preparation products under the KitchenAid® brand name. Whirlpool Corporation may terminate this license for cause if the Company is in default or upon the occurrence of a change of control of the Company. In addition, Whirlpool Corporation may terminate the agreement if, based on certain statistical parameters, a customer survey conducted by it shows that customers are dissatisfied with the products the Company markets under the license. Products marketed under the KitchenAid® name accounted for a substantial portion of the Company’s revenues in 2007. The Company may not be successful in maintaining or renewing the KitchenAid® license, which has significant commercial value to the Company, on terms that are acceptable to the Company or at all. The loss of the KitchenAid® license, or an increase in the royalties the Company pays under such license upon renewal, could have a material adverse affect on the Company’s results of operations.

 

In addition, any of the licensors of the Company’s trade names may encounter problems that would potentially diminish the prestige of the licensed trade names. In turn, this could negatively reflect on the Company’s line of products that are marketed under the applicable trade name. In the event that this occurs with respect to one of the Company’s leading product lines, the Company’s sales and financial results may be adversely affected. In addition, certain of the Company’s licenses have minimum sales requirements. If the Company is unable to achieve the minimum sales requirements under these licenses, the Company may incur a loss related to these licenses.

 

If the Company fails to adequately protect or enforce its intellectual property rights, competitors may produce and market products similar to the Company’s. In addition, the Company may be subject to intellectual property litigation and infringement claims by third parties.

 

The success of the Company’s products is inherently dependent on new and original designs that appeal to consumer tastes and trends at various price and prestige levels. The Company’s trademarks, service marks, patents, trade dress rights, trade secrets and other intellectual property are valuable assets that are critical to the Company’s success. Although the Company attempts to protect its proprietary properties through a combination of trademark, patent and trade secret laws and non-disclosure agreements, these laws and agreements may be insufficient. Although the Company has trademarks and certain patents issued or licensed to it for its products, the Company may not always be able to successfully protect or enforce its trademarks and patents against competitors or against challenges by others. The Company sources substantially all of its products from foreign vendors, and the ability to protect the Company’s intellectual property rights in foreign countries may be far more difficult than in the United States. Many foreign jurisdictions provide less legal protection of intellectual property rights than the United States and it is difficult to even detect infringing products in such jurisdictions until they are already in widespread distribution. The costs of enforcing the Company’s intellectual property may adversely affect its operating results.

 

In addition, the Company may be subject to intellectual property litigation and infringement claims, which could cause it to incur significant expenses or prevent the Company from selling its products. A successful claim of trademark, patent or other intellectual property infringement against the Company could adversely affect the Company’s growth and profitability, in some cases materially. Others may claim that the Company’s proprietary or licensed products are infringing their intellectual property rights, and the Company’s products may infringe those intellectual property rights. The Company may be unaware of intellectual property rights of others that may cover some of its products. If someone claims that the Company’s products infringe their intellectual property rights, any resulting litigation could be costly and time consuming and would divert the attention of management and key personnel from other business issues. The Company also may be subject to significant damages or injunctions preventing it from manufacturing, selling or using some aspect of the Company’s products in the event of a successful claim of patent or other intellectual property infringement. Any of these adverse consequences could have a material adverse effect on the Company’s business and profitability.

 

14

 

 

 


The Company has a single customer that accounted for 21% of its net sales in 2007.

 

The Company distributes its products through a diverse nationwide base of retail customers including mass merchants, specialty stores, national chains, department stores, warehouse clubs, home centers, supermarkets and off-price retailers, as well as through other channels of distribution, including its factory and outlet store, catalog and Internet businesses. During the years ended December 31, 2007, 2006 and 2005, Wal-Mart Stores, Inc. (including Sam’s Club) accounted for 21%, 17% and 20% of the Company’s net sales, respectively. Any material reduction of product orders by Wal-Mart Stores, Inc. could have significant adverse effects on the Company’s business and operating results, including the loss of predictability and volume production efficiencies associated with such a large customer. In addition, any pressure by Wal-Mart Stores, Inc. to reduce the price of the Company’s products could result in the reduction of the Company’s operating margin.

 

If the Company’s products are found to be defective, the Company’s credibility and that of its brands may be harmed, market acceptance of the Company’s products may decrease and the Company may be exposed to liability in excess of its product liability insurance coverage.

 

The marketing of certain of the Company’s consumer products, such as tabletop cookware, involve an inherent risk of product liability claims or recalls or other regulatory or enforcement actions initiated by the U.S. Consumer Product Safety Commission, by state regulatory authorities or through private causes of action. Any defects in products the Company markets could harm the Company’s credibility, adversely affect its relationship with its customers and decrease market acceptance of the Company’s products and the strength of the brand names under which the Company markets such products. In addition, potential product liability claims may exceed the amount of the Company’s insurance coverage under the terms of the Company’s policies. In the event that the Company is held liable for a product liability claim for which it is not insured, or for damages exceeding the limits of the Company’s insurance coverage, such claim could materially damage the Company’s business and its financial condition.

 

The Company’s ability to deliver products to its customers in a timely manner and to satisfy its customers’ fulfillment standards is subject to several factors, some of which are beyond the Company’s control.

 

Retailers place great emphasis on timely delivery of the Company’s products for specific selling seasons and to fulfill consumer demand throughout the year. The Company cannot control all of the various factors that might affect product delivery to retailers. Vendor production delays, difficulties encountered in shipping from overseas as well as customs clearance are on-going risks of the Company’s business. The Company also relies upon third-party carriers for its product shipments from the Company’s warehouse facilities to customers, and it relies on the shipping arrangements the Company’s suppliers have made in the case of products shipped directly to retailers from the supplier. Accordingly, the Company is subject to risks, including labor disputes such as the West Coast port strike of 2002, union organizing activity, inclement weather, natural disasters, possible acts of terrorism, availability of shipping containers and increased security restrictions, associated with such carriers’ ability to provide delivery services to meet the Company’s shipping needs. Failure to deliver products in a timely and effective manner to retailers could damage the Company’s reputation and brands and result in a loss of customers or reduced orders. In addition, fuel costs have increased substantially, which will likely result in increased shipping expenses. Increased transportation costs and any disruption in the Company’s distribution process, especially during the second half of the year, which is the Company’s busiest selling period, could adversely affect the Company’s business and operating results.

 

The restructuring of the Company’s direct-to-consumer segment may not be successful.

 

The Company’s direct-to-consumer segment has not been profitable in recent years. In 2006, the Company restructured the management of its direct-to-consumer segment and in December 2007, the Company commenced a plan to close 27 underperforming Farberware® outlet stores and 3 underperforming Pfaltzgraff® factory stores. The Company continues to evaluate its factory and outlet store operations and will continue to close underperforming stores and may introduce new store formats. There can be no assurance that the Company’s efforts will result in the profitability of the direct-to-consumer segment.

 

15

 

 

 


Loss of key employees may negatively impact the Company’s success.

 

The Company’s success depends on its ability to identify, hire and retain skilled personnel. The Company’s industry is characterized by a high level of employee mobility and aggressive recruiting among competitors for personnel with successful track records. The Company may not be able to attract and retain skilled personnel or may incur significant costs in order to do so. If Jeffrey Siegel, the Company’s Chairman, President and Chief Executive Officer, were to leave the Company, it would have a material adverse effect on the Company.

 

The Company’s customers’ internal efforts to design and manufacture products may compete with similar products of the Company.

 

Some of the Company’s existing and potential customers continuously evaluate whether to design and manufacture their own products or purchase them directly from outside vendors and distribute them under their own brand names. Although, based on the Company’s past experience, such products usually target the lower price point portion of the market, if any of the Company’s customers or potential customers pursue such options it may adversely affect the Company’s business.

 

The Company’s corporate compliance program cannot assure that it will be in complete compliance with all potentially applicable regulations, including the Sarbanes-Oxley Act of 2002.

 

As a publicly traded company, the Company is subject to significant regulations, including the Sarbanes-Oxley Act of 2002. In connection with the Company’s and the Company’s independent registered public accounting firm’s assessment of the effectiveness of its internal control over financial reporting as of December 31, 2007, neither the Company nor its independent registered public accounting firm identified any deficiencies in the Company’s internal control over financial reporting that constituted a “material weakness” as defined by the Public Company Accounting Oversight Board. The Company cannot assure that it will not find material weaknesses in the future or that the Company’s independent registered public accounting firm will then conclude that the Company’s internal control over financial reporting is operating effectively.

 

The Company experiences business risks as a result of the Company’s Internet business.

 

The Company competes with Internet businesses that handle similar lines of merchandise. These competitors have certain advantages, including the inapplicability of sales tax and the absence of retail real estate and related costs. As a result, increased Internet sales by the Company’s competitors could result in increased price competition and decreased margins adversely affecting the Company’s factory and outlet stores, catalog and Internet businesses as well as the Company’s wholesale business. The Company’s Internet operations are subject to numerous risks, including reliance on third-party hosting and computer software and hardware providers and online security breaches and/or credit card fraud. The Company’s inability to effectively address these risks and any other risks that it faces in connection with its Internet business could adversely affect the profitability of the Company’s Internet business.

 

The Company may not be able to successfully identify, manage or integrate future acquisitions.

 

Since 1995 the Company has completed thirteen acquisitions. Although the Company has grown significantly through acquisitions and intends to continue to pursue additional acquisitions in the future, the Company may not be able to identify appropriate acquisition candidates or, if it does, it may not be able to successfully negotiate the terms of an acquisition, finance the acquisition or integrate the acquired business effectively and profitably into the Company’s existing operations. Integration of an acquired business could disrupt the Company’s business by diverting management away from day-to-day operations. Furthermore, failure to successfully integrate any acquisition may cause significant operating inefficiencies and could adversely affect the Company’s profitability.

 

The Company may not be able to adapt quickly enough to changing customer requirements and e-commerce industry standards.

 

Technology in the e-commerce industry changes rapidly. The Company may not be able to adapt quickly enough to changing customer requirements and preferences and e-commerce industry standards. These changes and the emergence of new e-commerce industry standards and practices could render the Company’s existing websites obsolete.

 

16

 

 

 


Government regulation of the Internet and e-commerce is evolving and unfavorable changes could harm the Company’s business.

 

The Company is subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and e-commerce. Such existing and future laws and regulations may impede the growth of the Internet or other online services. These regulations and laws may cover taxation, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services, broadband residential Internet access, and the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, and personal privacy apply to the Internet and e-commerce. Unfavorable resolutions of these issues would harm the Company’s business. This could, in turn, diminish the demand for the Company’s products on the Internet and increase the Company’s cost of doing business.

 

The Company’s business is subject to technological risks.

 

The Company relies on several different information technology systems for the operation of its principal business functions, including the Company’s enterprise, warehouse management, inventory and re-ordering, point of sale and call center systems. In the case of the Company’s inventory forecast and re-ordering system, most of the Company’s orders are received directly through electronic connections with the Company’s largest customers. The failure of any one of these systems or the integration of any one of these systems could have a material adverse effect on the Company’s business and results of operations.

 

The Company’s business may be adversely affected if the Company’s network security is compromised.

 

The Company has made significant efforts to secure its computer network. However, the Company’s computer network could be compromised and confidential information such as customer credit card information could be misappropriated. This could lead to adverse publicity, loss of sales and profits, or cause the Company to incur significant costs to reimburse third parties for damages which could impact profits. Although, the Company has upgraded its systems and procedures to meet the Payment Card Industry (“PCI”) data security standards, failure by the Company to maintain compliance with the PCI security requirements or rectify a security issue may result in fines and the imposition of restrictions on the Company’s ability to accept payment cards.

 

Risks associated with indebtedness. 

 

The Company has substantial indebtedness. As of December 31, 2007, the Company’s total indebtedness was $143.7 million, including $68.7 million under its $150 million secured credit facility, with an accordion feature for an additional $50 million, which expires in April 2011 (the “Credit Facility”) and $75 million of 4.75% Convertible Notes due 2011 (the “Notes”). Borrowings under the Credit Facility are secured by all of the assets of the Company. Under the terms of the Credit Facility, the Company is required to satisfy certain financial covenants, including covenants providing limitations on indebtedness, sale of assets and capital expenditures, a maximum leverage ratio and a minimum interest coverage ratio. Increased financial leverage resulting from borrowings under the Credit Facility or a decline in earnings could have certain material adverse effects on the Company, including, but not limited to the following: (i) the Company’s ability to obtain additional financing in the future for acquisitions, working capital, capital expenditures, and general corporate or other purposes could be impaired, or any such financing may not be available on terms favorable to the Company; (ii) a substantial portion of the Company’s cash flows could be required for debt service and, as a result, might not be available for its operations or other purposes; (iii) any substantial decrease in net operating cash flows could make it difficult for the Company to meet its debt service requirements or force the Company to modify its operations or sell assets; (iv) the Company’s ability to withstand competitive pressures may be decreased; and (v) the Company’s level of indebtedness may make the Company more vulnerable to economic downturns, and reduce its flexibility in responding to changing business, regulatory and economic conditions. The Company’s ability to repay expected borrowings under its Credit Facility and the Notes, and to meet its other debt or contractual obligations (including compliance with applicable financial covenants) will depend upon the Company’s future performance and its cash flows from operations, both of which are subject to prevailing economic conditions and financial, business, and other known and unknown risks and uncertainties, certain of which are beyond the Company’s control.

 

17

 

 

 


The Company’s quarterly results of operations might fluctuate due to a variety of factors, including ordering patterns of the Company’s customers and the seasonality of the Company’s business.

 

The Company’s quarterly results have fluctuated in the past and may fluctuate in the future, depending upon a variety of factors, including, but not limited to the ordering patterns and timing of promotions of the Company’s major retail customers, which may differ significantly from period to period or from the Company’s original forecasts. A significant portion of the Company’s revenues and net earnings are realized during the second half of the calendar year, as order volume from the Company’s retail customer base reaches its peak as the Company’s customers increase their inventories for the end of year holiday season. If, for any reason, the Company were to realize significantly lower-than-expected sales during the September through December selling season, the Company’s business and results of operations would be materially adversely affected.

 

18

 

 

 


Item 1B. Unresolved Staff Comments

 

None

 

Item 2. Properties

 

The following table describes the principal properties at which the Company operated its business at December 31, 2007:

 

Location

Description

Size
(square feet)

Owned/

Leased

Fontana, California

Main West Coast warehouse and distribution facility

753,000

Leased

Robbinsville, New Jersey

Main East Coast warehouse and distribution facility

700,000

Leased

York, Pennsylvania

Warehouse and distribution facility

473,000

Leased

Mira Loma, California

Warehouse and distribution facility (1)

426,000

Leased

Winchendon, Massachusetts

Warehouse and distribution facility

210,000

Owned

East Boston, Massachusetts

Office, showroom, warehouse and distribution facility (2)

118,000

Leased

Garden City, New York

Corporate headquarters/main showroom

114,000

Leased

York, Pennsylvania

Offices

60,000

Leased

San German, Puerto Rico

Sterling silver manufacturing facility

55,000

Leased

New York, New York

Showroom

26,000

Leased

Guangdong, China

Offices

18,000

Leased

Atlanta, Georgia

Showroom

11,000

Leased

Shanghai, China

Offices

11,000

Leased

Bentonville, Arkansas

Showroom

10,000

Leased

 

Notes:

 

(1)

The Company is in the process of consolidating its West Coast distribution centers and the operations of the Mira Loma, California distribution center will be consolidated into the Fontana, California facility in the third quarter of 2008.

 

(2)

In January 2008, the Company entered into a lease agreement for 69,000 square feet of office, showroom and warehouse space located in Medford, Massachusetts that will replace the East Boston, Massachusetts facility. The Company plans to occupy this new space in October 2008.

In addition to the properties listed above, at December 31, 2007 the Company’s direct-to-consumer segment leased 78 stores located in 32 states throughout the United States. The square footage of the stores range from 2,000 square feet to 18,600 square feet. The terms of these leases ranged from month-to-month to 10 years. The Company plans to close 30 of these stores by the end of the first quarter of 2008.

 

Item 3. Legal Proceedings

 

The Company has, from time to time, been involved in various legal proceedings. The Company believes that all current litigation is routine in nature and incidental to the conduct of its business, and that none of this litigation, if determined adversely to it, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None

 

19

 

 

 


PART II

 

Item 5. Market For The Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a)

The Company’s common stock is traded under the symbol “LCUT” on The NASDAQ Global Select Market (“NASDAQ”).

 

The following table sets forth the high and low sales prices for the common stock of the Company for the fiscal periods indicated as reported by NASDAQ.

 

 

 

 

2007

 

 

 

2006

 

 

 

High

 

Low

 

 

 

High

 

Low

 

First quarter

 

$

20.94

 

$

16.41

 

 

 

$

28.19

 

$

20.97

 

Second quarter

 

 

23.43

 

 

20.00

 

 

 

 

30.00

 

 

20.98

 

Third quarter

 

 

21.27

 

 

17.77

 

 

 

 

22.11

 

 

18.52

 

Fourth quarter

 

 

21.15

 

 

11.95

 

 

 

 

20.49

 

 

15.83

 

 

At December 31, 2007, the Company estimates that there were approximately 3,550 registered holders of the common stock of the Company.

 

The Company is authorized to issue 100 shares of Series A Preferred stock and 2,000,000 shares of Series B Preferred stock, none of which is issued or outstanding.

 

The Company paid quarterly cash dividends of $0.0625 per share, or a total annual cash dividend of $0.25 per share, on its common stock during 2007 and 2006. The Board of Directors currently intends to continue to pay quarterly cash dividends of $0.0625 per share of common stock for the foreseeable future, although the Board of Directors may in its discretion determine to modify or eliminate such dividends at any time.

 

The following table summarizes the Company’s equity compensation plans as of December 31, 2007

 

Plan category

Number of shares of common stock to be issued upon exercise of outstanding options

Weighted- average exercise price of outstanding options

Number of shares of common stock remaining available for future issuance

Equity compensation plans approved by security holders

1,808,900

$22.69

241,231

Equity compensation plans not approved by security holders

Total

1,808,900

$22.69

241,231

 

 

20

 

 

 


PERFORMANCE GRAPH

 

The following graph compares the cumulative total return on the Company’s common stock with NASDAQ and the Housewares Index. The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of the possible future performance of the Company’s common stock.

 

LIFETIME BRANDS, INC.

 

Cumulative total stockholder return for the periods December 31, 2002 through December 31, 2007 (1)

 


 

 

 

 

Note:
  

(1)

Assumes $100 invested on December 31, 2002 and assumes dividends reinvested. Measurement points are at the last trading day of each of the fiscal years ended December 2007, 2006, 2005, 2004 and 2003. The material in this chart is not soliciting material, is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether or not made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in such filing. A list of the companies included in the Housewares Index will be furnished by the Company to any stockholder upon written request to the Chief Financial Officer of the Company.

      

(c)

The Board of Directors of the Company has authorized a program to repurchase up to $40.0 million of the Company’s common stock through open market purchases or privately-negotiated transactions. As of December 31, 2007 the Company had purchased in the open market and retired a total of 1,362,505 shares of its common stock for a total cost of $22.7 million under the program.

 

The following table summarizes the Company’s stock repurchase activity for the quarter ended December 31, 2007 and the approximate dollar value of shares that may yet be purchased under the program:

 

Period

 

Total number of shares purchased

 

Average price paid per share

 

Total number of shares purchased as part of publicly announced program

 

Approximate dollar value of shares that may yet be purchased under the program

November 2007

 

598,940

 

$12.70

 

598,940

 

$17,369,466

 

 

21

 

 

 


Item 6. Selected Financial Data

 

The selected consolidated statement of income data for the years ended December 31, 2007, 2006 and 2005, and the selected consolidated balance sheet data as of December 31, 2007 and 2006, have been derived from the Company’s audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated statement of income data for the years ended December 31, 2004 and 2003, and the selected consolidated balance sheet data at December 31, 2005, 2004 and 2003, have been derived from the Company’s audited consolidated financial statements included in the Company’s Annual Reports on Form 10-K for those respective years, which are not included in this Annual Report on Form 10-K.

 

This information should be read together with the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Company’s consolidated financial statements and notes to those statements included elsewhere in this Annual Report on Form 10-K.

 

 

 

 

Year ended December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

Statement of income data (1)

 

(in thousands -except per share data)

 

Net sales

 

$

493,725

 

$

457,400

 

$

307,897

 

$

189,458

 

$

160,355

 

Cost of sales

 

 

288,997

 

 

265,749

 

 

178,295

 

 

111,497

 

 

92,918

 

Distribution expenses

 

 

53,493

 

 

49,729

 

 

34,539

 

 

22,830

 

 

21,030

 

Selling, general and administrative expenses

 

 

128,527

 

 

112,122

 

 

69,891

 

 

40,282

 

 

31,762

 

Asset impairment and restructuring expenses

 

 

1,924

 

 

 

 

 

 

 

 

 

Income from operations

 

 

20,784

 

 

29,800

 

 

25,172

 

 

14,849

 

 

14,645

 

Interest expense

 

 

8,397

 

 

4,576

 

 

2,489

 

 

835

 

 

724

 

Other income, net

 

 

(3,935

)

 

(31

)

 

(73

)

 

(60

)

 

(68

)

Income before income taxes

 

 

16,322

 

 

25,255

 

 

22,756

 

 

14,074

 

 

13,989

 

Income tax provision

 

 

7,430

 

 

9,723

 

 

8,647

 

 

5,602

 

 

5,574

 

Net income

 

$

8,892

 

$

15,532

 

$

14,109

 

$

8,472

 

$

8,415

 

Basic income per common share

 

$

0.69

 

$

1.18

 

$

1.25

 

$

0.77

 

$

0.79

 

Weighted-average shares outstanding – basic

 

 

12,969

 

 

13,171

 

 

11,283

 

 

10,982

 

 

10,628

 

Diluted income per common share

 

$

0.68

 

$

1.14

 

$

1.23

 

$

0.75

 

$

0.78

 

Weighted-average shares outstanding – diluted

 

 

13,099

 

 

14,716

 

 

11,506

 

 

11,226

 

 

10,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per common share

 

$

0.25

 

$

0.25

 

$

0.25

 

$

0.25

 

$

0.25

 

 

 

 

 

December 31,

 

 

2007

 

2006

 

2005

 

2004

 

2003

Balance sheet data (1)

 

(in thousands)

Current assets

 

$

228,078

 

$

231,633

 

$

155,750

 

$

103,425

 

$

88,528

Current liabilities

 

 

71,283

 

 

89,727

 

 

69,907

 

 

52,913

 

 

46,974

Working capital

 

 

156,795

 

 

141,906

 

 

85,843

 

 

50,512

 

 

41,554

Total assets

 

 

371,415

 

 

343,064

 

 

222,648

 

 

157,217

 

 

136,980

Short-term borrowings

 

 

13,500

 

 

21,500

 

 

14,500

 

 

19,400

 

 

16,800

Long-term debt

 

 

55,200

 

 

5,000

 

 

5,000

 

 

5,000

 

 

Convertible Notes

 

 

75,000

 

 

75,000

 

 

 

 

 

 

Stockholders’ equity

 

 

147,240

 

 

161,611

 

 

140,487

 

 

92,938

 

 

86,081

 

Note:

 

 

(1)

The Company acquired the business and certain assets of: :USE in October 2003, Gemco Ware, Inc. in November 2003, Excel Importing Corp. in July 2004, Pfaltzgraff Co. in July 2005, Salton, Inc. in September 2005 and Syratech Corporation in April 2006.

 

22

 

 

 


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with the consolidated financial statements for the Company and notes thereto set forth in Item 8. This discussion contains forward-looking statements relating to future events and the future performance of the Company based on the Company’s current expectations, assumptions, estimates and projections about it and the Company’s industry. These forward-looking statements involve risks and uncertainties. The Company’s actual results and timing of various events could differ materially from those anticipated in such forward-looking statements as a result of a variety of factors, as more fully described in this section and elsewhere in this Annual Report. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

ABOUT THE COMPANY

 

The Company is one of North America’s leading resources for nationally branded kitchenware, tabletop and home décor products. The Company’s three major product categories are Food Preparation, Tabletop and Home Décor. The Company markets several product lines within each of these product categories and under each of the Company’s brands, primarily targeting moderate to premium price points, through every major level of trade. The Company’s competitive advantage is based on strong brands, an emphasis on innovation and new product development and excellent sourcing capabilities. The Company owns or licenses many of the leading brands in its industries including Farberware®, KitchenAid® and Cuisinart®. Over the last several years, the Company’s sales growth has come from expanding product offerings within the Company’s current categories by developing existing brands, and acquiring new brands and product categories. Key factors in the Company’s growth strategy have been, and will continue to be, the selective use and management of the Company’s strong brands, and the Company’s ability to provide a steady stream of new products and designs. A significant element of this strategy is the Company’s in-house design and development team that creates new products, packaging and merchandising concepts.

 

BUSINESS SEGMENTS

 

The Company operates in two reportable business segments — wholesale and direct-to-consumer. The wholesale segment is the Company’s primary business that designs, markets and distributes household products to retailers and distributors. The direct-to-consumer segment is comprised of the Company’s business that sells household products directly to the consumer through 78 Company-operated factory and outlet stores operated under the Pfaltzgraff® and Farberware® names, and its catalog and Internet operations.

 

In December 2007, the Company commenced a plan to close 27 underperforming Farberware® outlet stores and 3 underperforming Pfaltzgraff® factory stores. The closings are expected to be completed by the end of the first quarter of 2008. The Company has recognized $1.9 million in pre-tax charges related to these store closings as of December 31, 2007 representing primarily non-cash write-downs of the stores’ fixed assets. The Company estimates it will record pre-tax charges related to these store closings of up to $5.0 million in 2008 consisting of store lease obligations, retention bonuses, severance payments and other expenses without taking into account the results of inventory clearance sales or any mitigation of its store lease obligations.

 

RECENT ACQUISITIONS

 

Ekco

 

In December 2007, the Company acquired a 29.99% interest in Ekco S.A.B (“Ekco”). Ekco is one of Mexico’s leading housewares companies and manufactures and sells cookware, bakeware, kitchenware, cutlery, dinnerware, flatware and related items. Ekco markets its products in Mexico under the Ekco®, Vasconia®, Regal®, H. Steele®, Presto® and Thermos® brands. Due to the timing of the investment, the Company’s proportionate share of Ekco’s result of operations for the year ended December 31, 2007 was not material to the Company’s 2007 consolidated financial statements.

 

23

 

 

 


Gorham®

 

In July 2007, the Company acquired certain assets from Lenox Group, Inc. (“Lenox”). Concurrently with the execution of the agreement, the Company entered into a long-term exclusive licensing agreement with Lenox under which the Company licensed the Gorham®, Kirk Stieff®, Whiting™ and Durgin™ trademarks in connection with the manufacture, sale, distribution and marketing of sterling silver products.

 

Pomerantz® and Design for Living®

 

In April 2007, in two separate, but related transactions, the Company acquired the Pomerantz® brand and certain related assets from JP Products, LLC and the Design for Living® brand and certain related assets from Design for Living, LLC; designers, importers and distributors of pantryware products.

 

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 2007, 2006 and 2005, net sales for the third and fourth quarters accounted for 61%, 65% and 71% of total annual net sales, respectively. Operating profits earned in the third and fourth quarters of 2007, 2006 and 2005 accounted for 111%, 99% and 83% of total annual operating profits, respectively. In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period.

 

RESULTS OF OPERATIONS

 

The following table sets forth statement of income data of the Company as a percentage of net sales for the periods indicated below.

 

 

 

 

Year Ended December 31,

 

 

2007

 

 

 

2006

 

 

 

2005

 

Net sales

 

100.0

%

 

 

100.0

%

 

 

100.0

%

Cost of sales

 

58.5

 

 

 

58.1

 

 

 

57.9

 

Distribution expenses

 

10.8

 

 

 

10.9

 

 

 

11.2

 

Selling, general and administrative expenses

 

26.0

 

 

 

24.5

 

 

 

22.7

 

Asset impairment and restructuring expenses

 

0.4

 

 

 

 

 

 

 

Income from operations

 

4.3

 

 

 

6.5

 

 

 

8.2

 

Interest expense

 

1.7

 

 

 

1.0

 

 

 

0.8

 

Other income, net

 

(0.8

)

 

 

 

 

 

 

Income before income taxes

 

3.4

 

 

 

5.5

 

 

 

7.4

 

Income tax provision

 

1.6

 

 

 

2.1

 

 

 

2.8

 

Net income

 

1.8

%

 

 

3.4

%

 

 

4.6

%

 

 

24

 

 

 


MANAGEMENT’S DISCUSSION AND ANALYSIS

 

2007 COMPARED TO 2006

 

Net Sales

 

Net sales for the year were $493.7 million, an increase of 7.9% over net sales of $457.4 million in 2006.

 

Net sales for the wholesale segment in 2007 were $416.9 million, an increase of $42.8 million or 11.4% over net sales of $374.1 million for 2006. The increase was primarily due to the 2007 full year inclusion of Syratech which was acquired in April 2006. Excluding Syratech, net sales were $289.2 million in 2007 and $280.8 million in 2006, an increase of 3.0%. The increase was attributable to growth in the Food Preparation product category, particularly with respect to Farberware® brand products and new retail programs.

 

Net sales for the direct-to-consumer segment in 2007 were $76.8 million compared to $83.3 million for 2006. The decrease was primarily due to a decline in outlet store sales, slightly offset by a modest improvement in catalog and Internet volume. The decrease in outlet stores sales was due to the planned reductions in promotional events that occurred in 2006 and a reduction in the number of stores from 83 stores at year end 2006 to 78 stores at year end 2007.

 

Cost of sales

 

Cost of sales for 2007 was $289.0 million compared to $265.7 million for 2006. Cost of sales as a percentage of net sales was 58.5% for 2007 compared to 58.1% for 2006.

 

Cost of sales as a percentage of net sales for the wholesale segment was 62.1% for 2007 compared to 61.4% for 2006. The wholesale segment’s cost of sales, excluding Syratech, was 59.0% for 2007 compared to 58.3% for 2006. The increase in cost of sales as a percentage of net sales was primarily attributable to changes in product mix and distribution strategy.

 

Cost of sales as a percentage of net sales for the direct-to-consumer segment decreased to 39.1% in 2007 from 43.7% in 2006.  The decrease was primarily due to the planned reductions in promotional events that occurred in 2006.

 

Distribution expenses

 

Distribution expenses for 2007 were $53.5 million compared to $49.7 million for 2006. Distribution expenses as a percentage of net sales were 10.8% in 2007 and 10.9% for 2006.

 

Distribution expenses as a percentage of net sales for the wholesale segment improved to 9.5% in 2007 from 10.2% for 2006. The improvement resulted, in part, from the full year inclusion of Syratech which had a higher proportion of its sales shipped directly from overseas suppliers than the Company’s other major product lines. The improvement also came from improved labor management and an improved warehouse management system.

 

Distribution expenses for the direct-to-consumer segment were approximately $13.7 million for the year ended December 31, 2007 compared to $11.7 million for 2006. The increase in distribution expenses was primarily attributable to the higher receiving and storage costs associated with higher inventory levels.

 

25

 

 


Selling, general and administrative expenses

 

Selling, general and administrative expenses for 2007 were $128.5 million, an increase of 14.6% over the $112.1 million in 2006.

 

Selling, general and administrative expenses for 2007 for the wholesale segment were $75.2 million, an increase of $15.3 million or 25.5% over the $59.9 million in 2006. As a percentage of net sales, selling, general and administrative expenses were 18.0% for 2007 compared to 16.0% for 2006. The increase resulted from the inclusion of Syratech for a full year in 2007, occupancy costs for the new leased headquarters and showroom in Garden City, consulting and depreciation expense for the new SAP business enterprise system, the costs of maintaining the Company’s former headquarters until its sale in November 2007, compensation expense and additional selling expenses.

 

Selling, general and administrative expenses for 2007 for the direct-to-consumer segment were $41.2 million compared to $43.3 million for 2006. The decrease is primarily due to Farberware® store closings during 2007 and reductions in divisional staffing. Selling, general and administrative expenses as a percentage of net sales was 53.6% for 2007 compared to 52.0% for 2006.  The increased percentage results from the decline in net sales.

Unallocated corporate expenses for 2007 and 2006 were $12.2 million and $8.9 million, respectively. The increase was primarily due to a one-time charge related to the termination of a licensing agreement, higher stock option expense and professional expenses.

 

Restructuring

 

In December 2007, the Company commenced a plan to close 30 underperforming outlet stores by the end of the first quarter of 2008. In connection with this plan, the Company recorded an asset impairment charge of $1.6 million for fixed assets in the stores to be closed and a restructuring charge of $289,000 for liquidation expenses. The Company expects to record up to $5.0 million of additional charges in the first quarter of 2008 primarily related to the remaining lease obligations.

 

Interest expense

Interest expense for 2007 was $8.4 million compared to $4.6 million for 2006. The increase in interest expense was primarily attributable to an increase in the amount outstanding under the Company’s Credit Facility in 2007 compared to 2006 and interest on the Company’s convertible notes issued in June 2006. The additional borrowings under the Company’s Credit Facility were in support of capital expenditures- net, repurchases of the Company’s common stock and business acquisitions. The Company used the proceeds from the convertible notes to repay outstanding borrowings under the Company’s Credit Facility.

Other income, net

 

Other income, net for 2007 was $3.9 million compared to $31,000 for 2006. The increase in other income, net was primarily attributable to the gain that the Company recognized on the sale of its former corporate headquarters and to a lesser extent the gain on the sale of a foreign currency forward during 2007.

 

Income tax provision

 

The income tax provision for 2007 was $7.4 million, compared to $9.7 million for 2006. The Company’s effective income tax rate was 45.5% for 2007 and 38.5% for 2006. The increase is attributable principally to stock option expense that is not deductible for income tax purposes.

 

26

 

 

 


2006 COMPARED TO 2005

 

Net sales

 

Net sales for 2006 were $457.4 million, an increase of 48.6% over net sales of $307.9 million in 2005.

 

Net sales for the Company’s wholesale segment were $374.1 million, an increase of $132.5 million or 54.8% over net sales of $241.6 million for 2005. Year-over-year sales comparisons for the wholesale segment were impacted by acquisitions in 2005 and 2006. Net sales for the Pfaltzgraff and Salton businesses that were acquired in the third quarter of 2005 were $33.2 million in 2006 compared to $24.2 million in 2005. Net sales in 2006 for the Syratech business acquired in April 2006 were $93.3 million. Excluding net sales for these acquired businesses, wholesale net sales were $247.6 million in 2006, 13.9% higher than net sales of $217.4 million in 2005. The 13.9% increase in net sales was primarily attributable to sales growth in the Company’s Food Preparation product category, particularly Farberware® and KitchenAid® branded kitchenware and Cuisinart® and KitchenAid® branded cutlery & cutting boards.

 

Net sales for the direct-to-consumer segment for 2006 were $83.3 million compared to net sales of $66.3 million for 2005. The increase was attributable to a full year of net sales in 2006 from the Pfaltzgraff® factory store, catalog and Internet operations that were acquired in the third quarter of 2005. Net sales in the Company’s Pfaltzgraff® factory stores and Farberware® outlet stores were lower in the second half of 2006 than in the comparable period in 2005 primarily because of shortages and misalignment of retail inventories and because promotional sales events that occurred in 2005 were not repeated in 2006.

 

Cost of sales

 

Cost of sales for 2006 was $265.7 million, compared to $178.3 million for 2005. Cost of sales as a percentage of net sales was slightly higher at 58.1% for 2006 compared to 57.9% for 2005.

 

Cost of sales as a percentage of net sales in the wholesale segment was 61.4% for 2006 compared to 59.9% for 2005. The decrease in gross profit margin was primarily attributable to the impact of the Syratech business acquired in April 2006, as Syratech’s products generally are sold at lower gross profit margins than the average margin of the Company’s other major product categories. Excluding Syratech, cost of sales as a percentage of net sales for the wholesale business improved to 58.3% in 2006 compared to 59.9% in 2005. This improvement in gross margin was attributable to product mix.

 

Cost of sales as a percentage of net sales in the direct-to-consumer segment decreased to 43.7% for 2006 compared to 50.4% for 2005. The increase in gross profit margin was due primarily to the impact of planned reductions of the aggressive sale promotions that occurred in 2005 and to the higher gross profit margins generated by the Pfaltzgraff® catalog and Internet operations that were acquired in the third quarter of 2005.

 

Distribution expenses

 

Distribution expenses for 2006 were $49.7 million, an increase of $15.2 million or 44.1% over distribution expenses of $34.5 million in 2005. Distribution expenses as a percentage of net sales were 10.9% for 2006 compared to 11.2% for 2005.

 

Distribution expenses as a percentage of net sales in the Company’s wholesale segment improved to 10.2% in 2006 compared to 12.1% in 2005. This improvement was due principally to the impact of the Syratech business acquired in April 2006, which has a much higher proportion of their sales shipped direct to retailers from overseas suppliers than the Company’s other major product lines, and to a lesser extent, the continued benefits of labor savings and efficiencies generated by the Company’s main distribution center in Robbinsville, New Jersey.

 

Distribution expenses for the direct-to-consumer business were $11.7 million for 2006 compared to $5.4 million for 2005. The increase was attributable to the acquisition of the Pfaltzgraff® factory store, catalog and Internet operations in the third quarter of 2005 which significantly expanded the Company’s direct-to-consumer operations.

 

27

 

 

 


Selling, general and administrative expenses

 

Selling, general and administrative expenses for 2006 were $112.1 million, an increase of $42.2 million or 60.4% over the $69.9 million of expenses in 2005.

 

The Company measures operating income by segment excluding certain unallocated corporate expenses that are included in selling, general and administrative expenses. Unallocated corporate expenses for 2006 and 2005 were $8.9 million and $7.5 million, respectively. Unallocated corporate expenses for 2006 included $1.2 million of stock option expense.

 

Selling, general and administrative expenses for 2006 in the Company’s wholesale segment were $59.9 million, an increase of $25.4 million or 73.6% over the $34.5 million of expenses for 2005 and as a percentage of net sales was 16.0% in 2006 compared to 14.3% in 2005. The increase in selling, general and administrative expenses reflects the added personnel related costs in establishing the Company’s internal infrastructure to support future growth, in particular for the Pfaltzgraff and Salton businesses that were acquired in 2005 and the Syratech business that was acquired in 2006 and, to a lesser extent, the higher selling costs associated with increased sales volume.

 

Selling, general and administrative expenses in the Company’s direct-to-consumer segment increased by $15.4 million in 2006 to $43.3 million and as a percentage of net sales was 52.0% in 2006 compared to 42.1% in 2005. The increase in expenses was due to the acquisition of the Pfaltzgraff® factory store, catalog and Internet operations in 2005, which significantly expanded the Company’s direct-to-consumer operations.

 

Interest expense

 

Interest expense for 2006 was $4.6 million compared with $2.5 million for 2005. The increase in interest expense was due primarily to an increase in debt levels in 2006.

 

Income tax provision

 

The income tax provision for 2006 was $9.7 million, compared to $8.6 million in 2005. The Company’s effective income tax rate was 38.5% for 2006 and 38.0% for 2005. The increase in the effective tax rate was due to income taxes related to stock option expense and a change in the state tax allocations.

 

28

 

 

 


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements which have been prepared in accordance with U.S. generally accepted accounting principles and with the instructions to Form 10-K and Article 10 of Regulation S-X. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates these estimates including those related to revenue recognition, allowances for doubtful accounts, reserves for sales returns and allowances and customer chargebacks, inventory mark-down provisions, impairment of tangible and intangible assets, including goodwill, stock option expense and accruals related to the Company’s tax positions. Actual results may differ from these estimates using different assumptions and under different conditions. The Company’s significant accounting policies are more fully described in Note A to the consolidated financial statements. The Company believes that the following discussion addresses its most critical accounting policies, which are those that are most important to the portrayal of the Company’s consolidated financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

 

Inventory

 

Inventory consists principally of finished goods sourced from third-party suppliers. Inventory also includes finished goods, work in process and raw materials related to the Company’s manufacture of sterling silver products. Inventory is priced by the lower of cost (first-in, first-out basis) or market method. Consistent with the seasonality of the Company’s business, inventory generally increases, beginning late in the first quarter of the year, and reaches a peak at the end of the third quarter or early in the fourth quarter, and declines thereafter. The Company periodically reviews and analyzes inventory based on a number of factors including, but not limited to, future product demand for items and estimated profitability of merchandise. When appropriate, the Company writes down inventory to net realizable value.

 

Revenue recognition

 

The Company sells products wholesale to retailers and distributors and retail, direct to the consumer through the Company’s factory and outlet store, catalog and Internet operations. Wholesale sales are recognized when title passes to and the risks and rewards of ownership have transferred to the customer. Factory and outlet store sales are recognized at the time of sale while catalog and Internet sales are recognized upon receipt by the customer. Shipping and handling fees that are billed to customers in sales transactions are recorded in net sales. Net sales exclude taxes that are collected from customers and remitted to the taxing authorities.

 

Receivables

 

The Company periodically reviews the collectibility of its accounts receivable and establishes allowances for estimated losses that could result from the inability of its customers to make required payments. A considerable amount of judgment is required to assess the ultimate realization of these receivables including assessing the credit-worthiness of each wholesale customer. The Company also maintains an allowance for sales returns and customer chargebacks. To evaluate the adequacy of the sales returns and customer chargeback allowances the Company analyzes currently available information and historical trends. If the financial conditions of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, or the Company’s estimate of sales returns was determined to be inadequate, additional allowances may be required.

 

29

 

 

 


Goodwill and intangible assets

 

Goodwill and intangible assets deemed to have indefinite lives are not amortized but instead are subject to annual impairment tests in accordance with the provisions of Statement of Financial Accounting Standard (“SFAS”) No.142, Goodwill and Other Intangible Assets. Long-lived assets are reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. Other intangible assets are amortized over their respective useful lives and reviewed for impairment whenever events or changes in circumstances indicate that such amounts may have been impaired. Impairment indicators include among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the Company compares the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the assets. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

Employee stock options

 

Effective January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment. SFAS 123(R) requires that the expense resulting from all share-based payment transactions be recognized in the financial statements. SFAS 123(R) also requires that excess tax benefits associated with share-based payments be classified as a financing activity in the statement of cash flows, rather than as operating cash flows as required by previous accounting standards. The Company adopted SFAS 123(R) using the modified-prospective transition method. The Company values stock options using the Black-Scholes option valuation model. However, the Black-Scholes option valuation model, as well as other available models, were developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not provide a reliable measure of the fair value of its stock options.

 

Income taxes

 

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes. FIN No. 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. Tax positions must meet a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken upon the adoption of FIN No. 48 or in subsequent periods. The Company adopted FIN No. 48 on January 1, 2007.

 

30

 

 

 


LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s principal sources of cash to fund liquidity needs are: (i) cash provided by operating activities and (ii) borrowings available under its Credit Facility. The Company’s primary uses of funds consist of working capital requirements, capital expenditures, payment of principal and interest on its debt, payment of cash dividends and business acquisitions. In addition, in 2007 the Company expended $22.7 million to purchase 1,362,505 shares of its common stock.

 

At December 31, 2007, the Company had cash and cash equivalents of $4.2 million, compared to $150,000 at December 31, 2006, working capital was $156.8 million at December 31, 2007 compared to $141.9 million at December 31, 2006 and the current ratio was 3.20 to 1 at December 31, 2007 compared to 2.58 to 1 at December 31, 2006.

 

Borrowings under the Company’s Credit Facility increased to $68.7 million at December 31, 2007 compared to $26.5 million at December 31, 2006. The increase was primarily due to the Company’s investment in Ekco S.A.B in December 2007, the share repurchases during 2007, the Gorham®, Pomerantz® and Design for Living® acquisitions and capital expenditures related to the Company’s new corporate headquarters, Robbinsville, New Jersey distribution center and new Fontana, California distribution center. The Company believes that its cash and cash equivalents plus internally generated funds and its credit arrangements will be sufficient to finance its operations for the next twelve months.

 

Share repurchase program

 

The Board of Directors of the Company has authorized a program to repurchase up to $40.0 million of the Company’s common stock through open market purchases or privately-negotiated transactions. As of December 31, 2007 the Company had purchased in the open market and retired a total of 1,362,505 shares of its common stock for a total cost of $22.7 million under the program.

 

Credit facility

 

The Company has a $150 million secured credit facility, with an accordion feature for an additional $50 million, that expires in April 2011 (the “Credit Facility”). Borrowings under the Credit Facility are secured by all assets of the Company. Under the terms of the Credit Facility, the Company is required to satisfy certain financial covenants, including covenants providing limitations on indebtedness, sale of assets and capital expenditures, a maximum leverage ratio and a minimum interest coverage ratio. At December 31, 2007, the Company was in compliance with these covenants. Borrowings under the Credit Facility have different interest rate options that are based either on (i) an alternate base rate, (ii) the Libor rate, or (iii) the lender’s cost of funds rate, plus in each case a margin based on a leverage ratio. At December 31, 2007, the Company had $2.7 million of open letters of credit and $68.7 million of borrowings outstanding under its Credit Facility. The availability under the Credit Facility at December 31, 2007 was $73.6 million. Interest rates on outstanding borrowings at December 31, 2007 ranged from 5.50% to 6.12%. The Company has entered into interest rate swap and collar agreements with aggregate notional amounts of $55.2 million at December 31, 2007. The Company entered into these agreements to effectively fix the interest rate on a portion of its borrowings under the Credit Facility. The agreements have maturity dates that exceed one year as the Company does not intend to repay an equivalent amount of debt within one year. Accordingly, $55.2 million of debt outstanding under the Credit Facility at December 31, 2007 has been classified as long-term debt.

 

Convertible Notes

 

The Company has outstanding $75 million aggregate principal amount of 4.75% Convertible Senior Notes due 2011 (the “Notes”). The Notes are convertible into shares of the Company’s common stock at a conversion price of $28.00 per share, subject to adjustment in certain events. The Notes bear interest at 4.75% per annum, payable semiannually in arrears on January 15th and July 15th of each year and are unsubordinated except with respect to the Company’s debt to the extent secured by the Company’s assets. The Notes mature on July 15, 2011.

 

31

 

 

 


Operating activities

 

Cash provided by operating activities was $31.6 million in 2007 compared to a use of cash of $11.5 million in 2006. The change was due to a reduction in 2007 of $9.6 million in working capital invested primarily through management’s inventory reduction initiative compared to an increase in working capital in 2006 of $37.0 million primarily due to growth in inventory levels. The improvement in cash provided from operating activities in 2007 was partially offset by lower net income.

 

Investing activities

 

Cash used in investing activities was $43.7 million in 2007 compared to $64.9 million in 2006. The 2007 reduction results from lower expenditures used for business acquisitions and investments and the proceeds received from the Company’s sale of its former corporate headquarters. In 2007, business acquisitions and investments included $1.9 million paid in the connection with the acquisitions of Pomerantz® and Design for Living®, $8.3 million paid in connection with the acquisition of Gorham® and $23.0 million paid in connection with the Company’s acquisition of a 29.99% interest in Ekco S.A.B. In 2006, the Company paid cash of $43.8 million to acquire Syratech Corporation. Capital expenditures in 2007 were $19.0 million compared to $21.1 million in 2006. The decrease is primarily the result of a decrease in the amount of capital expenditures related to the Company’s new corporate headquarters in Garden City, New York, most of which occurred in 2006. The Company’s 2008 planned capital expenditures are estimated at $7.0 million. These expenditures are expected to be funded from current operations and, if necessary, borrowings under the Company’s Credit Facility.

 

Financing activities

 

Cash provided by financing activities was $16.1 million in 2007 compared to $75.7 million in 2006. In 2007, the Company received net cash proceeds from borrowings under the Company’s Credit Facility of $42.2 million which were offset by cash of $22.7 million the Company paid to repurchase its common stock. In 2006, the Company received proceeds of $75 million from the sale of its 4.75% Convertible Notes.

 

Contractual obligations

 

As of December 31, 2007, the Company’s contractual obligations were as follows (in thousands):

 

 

 

Payment due by period

 

Total

Less than

1 year

1-3 years

3-5 years

More than

5 years

Operating leases

$

149,640

$

$20,955

$

$ 31,159

$

24,430

$

73,096

Long-term debt

 

130,200

 

 

55,200

 

75,000

 

Minimum royalty payments

 

24,878

 

9,591

 

11,883

 

1,240

 

2,164

Interest on long-term debt

 

33,939

 

10,234

 

20,143

 

3,563

 

Post retirement benefits

 

3,400

 

148

 

296

 

296

 

2,660

Capitalized leases

 

909

 

413

 

412

 

84

 

Total

$

342,966

$

41,341

$

119,093

$

104,613

$

77,920

 

 

 

 

 

32

 

 

 


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

Market risk represents the risk of loss that may impact the consolidated financial position, results of operations or cash flows of the Company. The Company is exposed to market risk associated with changes in interest rates. The Company’s Credit Facility bears interest at variable rates and, therefore, the Company is subject to increases and decreases in interest expense resulting from fluctuations in interest rates. The Company has entered into interest rate swap agreements with an aggregate notional amount of $50 million and interest rate collar agreements with an aggregate notional amount of $40.2 million to manage interest rate exposure in connection with these variable interest rate borrowings. There have been no changes in interest rates that would have a material impact on the consolidated financial position, results of operations or cash flows of the Company for the year ended December 31, 2007.

 

Item 8. Financial Statements and Supplementary Data

 

The Company’s Consolidated Financial Statements as of and for the year ended December 31, 2007 commencing on page F-1 are incorporated herein by reference.

 

The following table sets forth certain unaudited consolidated quarterly statement of income data for the eight quarters ended December 31, 2007. This information is unaudited, but in the opinion of management, it has been prepared substantially on the same basis as the audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the unaudited consolidated quarterly results of operations. The consolidated quarterly data should be read in conjunction with the Company’s audited consolidated financial statements and the notes to such statements appearing elsewhere in this Annual Report. The results of operations for any quarter are not necessarily indicative of the results of operations for any future period:

 

 

 

 

Year ended December 31, 2007

 

 

 

First
quarter

 

Second
quarter

 

Third
quarter

 

Fourth
quarter

 

 

 

(in thousands-except per share data)

 

Net sales

 

$

103,787

 

$

91,371

 

$

143,470

 

$

155,097

 

Gross profit

 

 

42,690

 

 

39,465

 

 

58,936

 

 

63,637

 

Income (loss) from operations

 

 

(552

)

 

(1,750

)

 

13,752

 

 

9,334

 

Net income (loss)

 

 

(1,283

)

 

(2,026

)

 

6,795

 

 

5,406

 

Basic income (loss) per common share

 

$

(0.10

)

$

(0.15

)

$

0.52

 

$

0.44

 

Diluted income (loss) per common share

 

$

(0.10

)

$

(0.15

)

$

0.47

 

$

0.40

 



 

 

 

Year ended December 31, 2006

 

 

 

First
quarter

 

Second
quarter

 

Third
quarter

 

Fourth
quarter

 

 

 

(in thousands-except per share data)

 

Net sales

 

$

74,421

 

$

84,051

 

$

141,654

 

$

157,274

 

Gross profit

 

 

32,551

 

 

35,850

 

 

57,393

 

 

65,857

 

Income (loss) from operations

 

 

1,752

 

 

(1,591

)

 

12,392

 

 

17,247

 

Net income (loss)

 

 

896

 

 

(1,507

)

 

6,684

 

 

9,459

 

Basic income (loss) per common share

 

$

0.07

 

$

(0.11

)

$

0.50

 

$

0.71

 

Diluted income (loss) per common share

 

$

0.07

 

$

(0.11

)

$

0.45

 

$

0.63

 


 

Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure

 

None

 

33

 

 

 


Item 9A. Controls and Procedures

 

(a)

Evaluation of Disclosure Controls and Procedures

 

The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial and accounting officer, respectively) have concluded, based on their evaluation as of December 31, 2007, that the Company’s controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed by it under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer of the Company, as appropriate to allow timely decisions regarding required disclosure.

 

(b)

Changes in Internal Controls

 

In April 2007, the Company implemented a new SAP business enterprise system which involved changes in internal controls inherent in the Company’s systems and other data processing controls. There were no other changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2007. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principle executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

All internal control systems, no matter how well designed, have inherent limitations. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 using the criteria set forth in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2007 is effective.

 

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report.

 

34

 

 

 


Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

 

To the Board of Directors and Stockholders of
      
Lifetime Brands, Inc.

 

We have audited Lifetime Brands, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Lifetime Brands, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, Lifetime Brands, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lifetime Brands, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007 and our report dated March 14, 2008 expressed an unqualified opinion thereon.

 

/s/ ERNST & YOUNG LLP

 

Melville, New York
March 14, 2008

 

35

 

 

 


Item 9B. Other Information

 

Not applicable

 

PART III

 

Items 10,11,12,13 and 14

 

The information required under these items is contained in the Company’s 2008 Proxy Statement, which will be filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year covered by this Annual Report on Form 10-K and is herein incorporated by reference.

 

36

 

 

 


PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a)

See list of Financial Statements and Financial Statement Schedule on page F-1.

 

(b)

Exhibits*:

 

Exhibit

No.

Description

 

3.1

Second Restated Certificate of Incorporation of the Company (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)**

 

3.2

Amended and Restated By-Laws of the Company ( incorporated by reference to the Registrant’s Form 8-K dated November 1, 2007)**

 

4.1

Indenture dated as of June 27, 2006, Lifetime Brands, Inc. as issuer, and HSBC Bank USA, National Association as trustee, $75,000,000 4.75% convertible senior notes due 2011 (incorporated by reference to the Registrant’s registration statement No. 333-137575 on Form S-3)**

 

10.1

License agreement dated December 14, 1989 between the Company and Farberware, Inc. (incorporated by reference to the Registrant’s registration statement No. 33-40154 on Form S-1)**

 

10.2

Evan Miller employment agreement dated July 1, 2003 (incorporated by reference to the Registrant’s Form 10-Q dated September 30, 2003)**

 

10.3

Employment agreement dated October 17, 2005 between Lifetime Brands, Inc. and Ronald Shiftan (incorporated by reference to the Registrant’s Form 8-K dated October 17, 2005)**

 

10.4

Asset Purchase Agreement dated as of March 8, 2006 among Syratech Corporation, Wallace International de P.R., Inc., Chi International, Inc. and Syratech (H.K.) Limited, as the sellers, and Syratech Acquisition Corporation, as the purchaser, and Lifetime Brands, Inc. (incorporated by reference to the Registrant’s Form 8-K dated March 8, 2006)**

 

10.5

Employment agreement dated May 2, 2006 between Lifetime Brands, Inc. and Jeffrey Siegel (incorporated by reference to the Registrant’s Form 8-K dated May 2, 2006)**

 

10.6

Employment agreement dated April 18, 2006 between Lifetime Brands, Inc. and Alan Kanter (incorporated by reference to the Registrant’s Form 8-K dated May 2, 2006)**

 

10.7

Lease agreement dated as of May 10, 2006 between AG Metropolitan Endo, L.L.C and Lifetime Brands, Inc. for the property located at 1000 Stewart Avenue in Garden City, New York (incorporated by reference to the Registrant’s Form 8-K dated May 10, 2006)**

 

10.8

Amended 2000 Long-Term Incentive Plan (incorporated by reference to the Registrant’s Form 8-K dated June 8, 2006)**

 

10.9

Amended 2000 Incentive Bonus Compensation Plan (incorporated by reference to the Registrant’s Form 8-K dated June 8, 2006)**

 

10.10

Second Amended and Restated Credit Agreement among Lifetime Brands, Inc., Lenders party thereto, Citibank, N.A. and Wachovia Bank, National Association, as Co-Documentation Agents, JP Morgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank USA, National Association, as Administrative Agent. (incorporated by reference to the Registrant’s Form 8-K dated October 31, 2006)**

 

10.11

First Amendment to the Lease Agreement dated as of May 10, 2006 between AG Metropolitan Endo, L.L.C and Lifetime Brands, Inc. for the property located at 1000 Stewart Avenue in Garden City, New York (incorporated by reference to the Registrant’s Form 10-Q dated September 30, 2006)**

 

37

 

 

 


10.12

Amendment of Employment Agreement dated June 7, 2007 by and between Lifetime Brands, Inc. and Ronald Shiftan (incorporated by reference to the Registrant’s Form 8-K dated June 7, 2007)**

 

10.13

Robert McNally Employment Agreement, dated June 7, 2007 (incorporated by reference to the Registrant’s Form 8-K dated June 7, 2007)**

 

10.14

Employment agreement dated June 28, 2007 between Lifetime Brands, Inc. and Laurence Winoker (incorporated by reference to the Registrant’s Form 8-K dated July 3, 2007)**

 

10.15

Shares Subscription Agreement by and among Lifetime Brands, Inc., Ekco, S.A.B. and Mr. José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando, dated as of June 8, 2007 (incorporated by reference to the Registrant’s Form 8-K dated June 11, 2007)**

 

10.16

Lease Agreement between Granite Sierra Park LP and Lifetime Brands, Inc. dated June 29, 2007 (incorporated by reference to the Registrant’s Form 8-K dated June 29, 2007) **

 

10.17

Evan Miller Amendment of Employment Agreement dated June 29, 2007 (incorporated by reference to the Registrant’s Form 8-K dated June 29, 2007)**

 

10.18

Robert McNally Amendment of Employment Agreement dated July 2, 2007 (incorporated by reference to the Registrant’s Form 8-K dated June 29, 2007)**

 

10.19

Amendment to the Lifetime Brands, Inc. 2000 Long-Term Incentive Plan dated November 1, 2007 (incorporated by reference to the Registrant’s Form 8-K dated November 1, 2007)**

 

14.1

Code of Conduct dated March 25, 2004, as amended on June 7, 2007 (incorporated by reference to the Registrant’s Form 8-K dated June 7, 2007)**

 

21.1

Subsidiaries of the registrant ***

 

23.1

Consent of Ernst & Young LLP***

 

31.1

Certification by Jeffrey Siegel, Chief Executive Officer and President, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.***

 

31.2

Certification by Laurence Winoker, Senior Vice President – Finance, Treasurer and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***

 

32.1

Certification by Jeffrey Siegel, Chief Executive Officer and President, and Laurence Winoker, Senior Vice President – Finance, Treasurer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002****

 

Notes:

 

 

*

The Company will furnish a copy of any of the exhibits listed above upon payment of $5.00 per exhibit to cover the cost of the Company furnishing the exhibit.

 

**

Incorporated by reference.

 

***

Filed herewith.

 

****

This exhibit is being “furnished” pursuant to Item 601(b)(32) of SEC Regulation S-K and is not deemed “filed” with the Securities and Exchange Commission and is not incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

(c)        Financial Statement Schedules — the response to this portion of Item 15 is submitted as a separate section of this report.

 

38

 

 

 


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Lifetime Brands, Inc.

 

/s/ Jeffrey Siegel

Jeffrey Siegel

Chairman of the Board of Directors,

Chief Executive Officer, President and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Signature

Title

Date

/s/ Jeffrey Siegel

Jeffrey Siegel

Chairman of the Board of Directors, Chief Executive Officer, President and Director

 

March 14, 2008

/s/ Ronald Shiftan  

Ronald Shiftan

 

Vice Chairman of the Board of Directors,
Chief Operating Officer and Director

March 14, 2008

/s/ Laurence Winoker

Laurence Winoker

Senior Vice President – Finance, Treasurer and Chief Financial Officer
(Principal Financial and
Accounting Officer)

 

March 14, 2008

/s/ Craig Phillips

Craig Phillips

 

Senior Vice-President – Distribution, Secretary, and a Director

March 14, 2008

/s/ David Dangoor

David Dangoor

 

Director

March 14, 2008

/s/ Michael Jeary        

Michael Jeary

 

Director

March 14, 2008

/s/ Sheldon Misher

Sheldon Misher

 

Director

March 14, 2008

/s/ Cherrie Nanninga

Cherrie Nanninga

 

Director

March 14, 2008

/s/ William Westerfield

William Westerfield

Director

March 14, 2008

 

 

39

 

 

 


 

Item 15

 

LIFETIME BRANDS, INC.

 

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

 

The following consolidated financial statements of Lifetime Brands, Inc. are filed as part of this report under Item 8 – Financial Statements and Supplementary Data

 

Report of Independent Registered Public Accounting Firm

F-2

 

Consolidated Balance Sheets as of December 31, 2007 and 2006

F-3

 

Consolidated Statements of Income for the Years ended

 

December 31, 2007, 2006 and 2005

F-4

 

Consolidated Statements of Stockholders’ Equity for the Years ended

 

December 31, 2007, 2006 and 2005

F-5

 

Consolidated Statements of Cash Flows for the Years ended

 

December 31, 2007, 2006 and 2005

F-6

 

Notes to Consolidated Financial Statements

F-7

 

The following consolidated financial statement schedule of Lifetime Brands, Inc. required pursuant to Item 15(a) is submitted herewith:

 

Schedule II – Valuation and Qualifying Accounts

S-1

 

All other financial schedules are not required under the related instructions or are inapplicable, and therefore have been omitted.

 

The unaudited supplementary data regarding quarterly results of operations are incorporated by reference to the information set forth in Item 8, Financial Statements and Supplementary Data.

 

 

F-1

 


 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

     Lifetime Brands, Inc.

 

We have audited the accompanying consolidated balance sheets of Lifetime Brands, Inc. (the “Company”) as of December 31, 2007 and 2006 and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lifetime Brands, Inc. at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U. S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

As discussed in Note A to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, effective January 1, 2006.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lifetime Brands, Inc.’s internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2008, expressed an unqualified opinion thereon.

 

/s/ ERNST & YOUNG LLP

 

Melville, New York
March 14, 2008

 

F-2

 

 

 

 


LIFETIME BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands-except share data)

 

 

 

December 31,

 

ASSETS

 

2007

 

2006

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,172

 

$

150

 

Accounts receivable, less allowances of $16,400 at 2007
and $12,097 at 2006

 

 

65,030

 

 

60,516

 

Inventory

 

 

143,684

 

 

155,350

 

Deferred income taxes

 

 

7,925

 

 

8,519

 

Prepaid expenses and other current assets

 

 

7,267

 

 

7,098

 

TOTAL CURRENT ASSETS

 

 

228,078

 

 

231,633

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

 

54,332

 

 

42,722

 

GOODWILL

 

 

27,432

 

 

20,951

 

OTHER INTANGIBLES, net

 

 

35,383

 

 

42,391

 

INVESTMENT IN EKCO

 

 

22,950

 

 

 

OTHER ASSETS

 

 

3,240

 

 

5,367

 

TOTAL ASSETS

 

$

371,415

 

$

343,064

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES

 

 

 

 

 

 

 

Short-term borrowings

 

$

13,500

 

$

21,500

 

Accounts payable

 

 

21,759

 

 

15,585

 

Accrued expenses

 

 

31,504

 

 

45,743

 

Income taxes payable

 

 

4,520

 

 

6,899

 

TOTAL CURRENT LIABILITIES

 

 

71,283

 

 

89,727

 

 

 

 

 

 

 

 

 

DEFERRED RENT & OTHER LONG-TERM LIABILITIES

 

 

14,481

 

 

5,522

 

DEFERRED INCOME TAXES

 

 

8,211

 

 

6,204

 

LONG-TERM DEBT

 

 

55,200

 

 

5,000

 

CONVERTIBLE NOTES

 

 

75,000

 

 

75,000

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Common stock, $.01 par value, shares authorized: 25,000,000; shares issued and
outstanding: 11,964,388 in 2007 and 13,283,313 in 2006

 

 

120

 

 

133

 

Paid-in capital

 

 

113,995

 

 

111,165

 

Retained earnings

 

 

33,250

 

 

50,235

 

Accumulated other comprehensive income

 

 

(125

)

 

78

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

147,240

 

 

161,611

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

371,415

 

$

343,064

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

F-3

 


 

LIFETIME BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands – except per share data)

 

 

 

 

Year ended December 31,

 

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Net sales

 

$

493,725

 

$

457,400

 

$

307,897

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

288,997

 

 

265,749

 

 

178,295

 

Distribution expenses

 

 

53,493

 

 

49,729

 

 

34,539

 

Selling, general and administrative expenses

 

 

128,527

 

 

112,122

 

 

69,891

 

Asset impairment and restructuring expenses

 

 

1,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

20,784

 

 

29,800

 

 

25,172

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

8,397

 

 

4,576

 

 

2,489

 

Other income, net

 

 

(3,935

)

 

(31

)

 

(73

)

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

16,322

 

 

25,255

 

 

22,756

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

 

7,430

 

 

9,723

 

 

8,647

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

8,892

 

$

15,532

 

$

14,109

 

 

 

 

 

 

 

 

 

 

 

 

BASIC INCOME PER COMMON SHARE

 

$

0.69

 

$

1.18

 

$

1.25

 

 

 

 

 

 

 

 

 

 

 

 

DILUTED INCOME PER COMMON SHARE

 

$

0.68

 

$

1.14

 

$

1.23

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

F-4

 


LIFETIME BRANDS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

 

 

 

 

Common stock

 

Paid-in

 

 

Retained

 

 

Accumulated other comprehensive

 

 

Notes receivable from

 

 

 

 

 

Shares

 

Amount

 

capital

 

 

earnings

 

 

income

 

 

stockholders

 

Total

 

BALANCE AT DECEMBER 31, 2004

 

11,050

 

$

111

 

$

65,229

 

 

$

28,077

 

 

$

 

 

$

(479

)

$

92,938

 

Net income for 2005

 

 

 

 

 

 

 

 

 

 

 

14,109

 

 

 

 

 

 

 

 

 

 

14,109

 

Net proceeds from public offering

 

1,733

 

 

17

 

 

34,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34,419

 

Tax benefit on exercise of stock options

 

 

 

 

 

 

 

735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

735

 

Exercise of stock options

 

139

 

 

1

 

 

1,052

 

 

 

(409

)

 

 

 

 

 

 

 

 

 

644

 

Shares issued to directors

 

 

 

 

 

 

 

50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50

 

Repayment of notes receivable from stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

479

 

 

479

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

(2,887

)

 

 

 

 

 

 

 

 

 

(2,887

)

BALANCE AT DECEMBER 31, 2005

 

12,922

 

 

129

 

 

101,468

 

 

 

38,890

 

 

 

 

 

 

 

 

140,487

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for 2006

 

 

 

 

 

 

 

 

 

 

 

15,532

 

 

 

 

 

 

 

 

 

 

15,532

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78

 

 

 

 

 

 

78

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,610

 

Tax benefit on exercise of stock options

 

 

 

 

 

 

 

725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

725

 

Stock option expense

 

 

 

 

 

 

 

1,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,155

 

Costs of public offering

 

 

 

 

 

 

 

(131

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(131

)

Exercise of stock options

 

116

 

 

2

 

 

1,014

 

 

 

(820

)

 

 

 

 

 

 

 

 

 

196

 

Stock issued for acquisition

 

240

 

 

2

 

 

6,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,821

 

Shares issued to directors

 

5

 

 

 

 

 

115