Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'LCUT | ' |
Entity Registrant Name | 'LIFETIME BRANDS, INC | ' |
Entity Central Index Key | '0000874396 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 13,683,839 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $4,977 | $4,947 |
Accounts receivable, less allowances of $6,983 at September 30, 2014 and $5,209 at December 31, 2013 | 101,765 | 87,217 |
Inventory (Note A) | 170,320 | 112,791 |
Prepaid expenses and other current assets | 9,014 | 5,781 |
Deferred income taxes (Note H) | 3,938 | 3,940 |
TOTAL CURRENT ASSETS | 290,014 | 214,676 |
PROPERTY AND EQUIPMENT, net | 26,953 | 27,698 |
INVESTMENTS (Note C) | 30,893 | 36,948 |
INTANGIBLE ASSETS, net (Note D) | 105,640 | 55,149 |
OTHER ASSETS | 3,164 | 2,268 |
TOTAL ASSETS | 456,664 | 336,739 |
CURRENT LIABILITIES | ' | ' |
Current maturity of Credit Agreement Term Loan (Note E) | 10,000 | ' |
Current maturity of Senior Secured Term Loan (Note E) | ' | 3,937 |
Short term loan (Note E) | 951 | ' |
Accounts payable | 42,801 | 21,426 |
Accrued expenses | 36,852 | 41,095 |
Income taxes payable (Note H) | 345 | 3,036 |
TOTAL CURRENT LIABILITIES | 90,949 | 69,494 |
DEFERRED RENT & OTHER LONG-TERM LIABILITIES | 21,826 | 18,644 |
DEFERRED INCOME TAXES (Note H) | 10,499 | 1,777 |
REVOLVING CREDIT FACILITY (Note E) | 113,062 | 49,231 |
CREDIT AGREEMENT TERM LOAN (Note E) | 37,500 | ' |
SENIOR SECURED TERM LOAN (Note E) | ' | 16,688 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock, $.01 par value, shares authorized: 100 shares of Series A and 2,000,000 shares of Series B; none issued and outstanding | 0 | 0 |
Common stock, $.01 par value, shares authorized: 25,000,000; shares issued and outstanding: 13,681,189 at September 30, 2014 and 12,777,407 at December 31, 2013 | 138 | 128 |
Paid-in capital | 158,971 | 146,273 |
Retained earnings | 28,956 | 38,224 |
Accumulated other comprehensive loss (Note K) | -5,237 | -3,720 |
TOTAL STOCKHOLDERS' EQUITY | 182,828 | 180,905 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $456,664 | $336,739 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowances | $6,983 | $5,209 |
Preferred stock, par value | $0.01 | $0.01 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 13,681,189 | 12,777,407 |
Common stock, shares outstanding | 13,681,189 | 12,777,407 |
Preferred stock Series A | ' | ' |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Preferred stock Series B | ' | ' |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net sales | $162,244 | $142,229 | $395,976 | $337,862 |
Cost of sales | 104,321 | 90,952 | 252,869 | 213,917 |
Gross margin | 57,923 | 51,277 | 143,107 | 123,945 |
Distribution expenses | 13,262 | 10,564 | 38,068 | 31,489 |
Selling, general and administrative expenses | 32,849 | 28,941 | 98,456 | 80,499 |
Intangible asset impairment (Note D) | 3,384 | ' | 3,384 | ' |
Restructuring expenses (Note A) | ' | 79 | 125 | 367 |
Income from operations | 8,428 | 11,693 | 3,074 | 11,590 |
Interest expense (Note E) | -1,698 | -1,280 | -4,760 | -3,591 |
Loss on early retirement of debt | ' | ' | -319 | ' |
Income (loss) before income taxes and equity in earnings | 6,730 | 10,413 | -2,005 | 7,999 |
Income tax provision (Note H) | -3,123 | -3,869 | -352 | -2,993 |
Equity in earnings (losses), net of taxes (Note C) | -5,193 | -5,451 | -5,360 | -5,113 |
NET INCOME (LOSS) | ($1,586) | $1,093 | ($7,717) | ($107) |
BASIC INCOME (LOSS) PER COMMON SHARE (NOTE G) | ($0.12) | $0.09 | ($0.57) | ($0.01) |
DILUTED INCOME (LOSS) PER COMMON SHARE (NOTE G) | ($0.12) | $0.08 | ($0.57) | ($0.01) |
Cash dividends declared per common share | $0.04 | $0.03 | $0.11 | $0.09 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net income (loss) | ($1,586) | $1,093 | ($7,717) | ($107) |
Other comprehensive income (loss), net of taxes: | ' | ' | ' | ' |
Translation adjustment | -3,309 | 200 | -1,577 | -190 |
Derivative fair value adjustment | 73 | -48 | 39 | 196 |
Effect of retirement benefit obligations | 7 | 14 | 21 | 40 |
Other comprehensive income (loss), net of taxes | -3,229 | 166 | -1,517 | 46 |
Comprehensive income (loss) | ($4,815) | $1,259 | ($9,234) | ($61) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net loss | ($7,717) | ($107) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Provision for doubtful accounts | 133 | 17 |
Depreciation and amortization | 10,628 | 7,707 |
Amortization of financing costs | 465 | 397 |
Deferred rent | -623 | -721 |
Deferred income taxes | -212 | 26 |
Stock compensation expense | 2,133 | 2,131 |
Undistributed equity in losses, net | 5,360 | 5,686 |
Intangible asset impairment | 3,384 | ' |
Loss on early retirement of debt | 319 | ' |
Changes in operating assets and liabilities (excluding the effects of business acquisitions) | ' | ' |
Accounts receivable | 587 | 4,177 |
Inventory | -37,479 | -28,469 |
Prepaid expenses, other current assets and other assets | -1,889 | -1,391 |
Accounts payable, accrued expenses and other liabilities | 10,985 | 20,266 |
Income taxes payable | -7,535 | -3,885 |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | -21,461 | 5,834 |
INVESTING ACTIVITIES | ' | ' |
Purchases of property and equipment | -4,410 | -2,772 |
Kitchen Craft acquisition, net of cash acquired | -59,977 | ' |
Other acquisitions, net of cash acquired | -5,280 | ' |
Net proceeds from sale of property | 70 | 7 |
NET CASH USED IN INVESTING ACTIVITIES | -69,597 | -2,765 |
FINANCING ACTIVITIES | ' | ' |
Proceeds from Revolving Credit Facility | 206,193 | 155,929 |
Repayments of Revolving Credit Facility | -142,114 | -151,794 |
Repayments of Senior Secured Term Loan | -20,625 | -3,500 |
Proceeds from Credit Agreement Term Loan | 50,000 | ' |
Repayment of Credit Agreement Term Loan | -2,500 | ' |
Proceeds from Short Term Loan | 1,168 | ' |
Payment s on Short Term Loan | -217 | ' |
Payment of financing costs | -1,375 | ' |
Payments for common stock repurchases | ' | -3,229 |
Proceeds from exercise of stock options | 2,192 | 943 |
Cash dividends paid (Note K) | -1,517 | -1,117 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 91,205 | -2,768 |
Effect of foreign exchange on cash | -117 | 431 |
INCREASE IN CASH AND CASH EQUIVALENTS | 30 | 732 |
Cash and cash equivalents at beginning of period | 4,947 | 1,871 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $4,977 | $2,603 |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES | ' | ||||||||
NOTE A — BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES | |||||||||
Organization and business | |||||||||
Lifetime Brands, Inc. (the “Company”) designs, sources and sells branded kitchenware, tableware and other products used in the home and markets its products under a number of brand names and trademarks, which are either owned or licensed by the Company, or through retailers’ private labels. The Company markets and sells its products principally on a wholesale basis to retailers. The Company also markets and sells a limited selection of its products directly to consumers through its Pfaltzgraff®, Mikasa®, Lifetime Sterling® and The English Table Internet websites. | |||||||||
During the second quarter of 2014, the Company realigned its reportable segments into three categories, U.S. Wholesale, International and Retail Direct. The U.S. Wholesale segment, formerly the Wholesale segment, includes the domestic operations of the Company’s primary business that designs, markets and distributes its products to retailers and distributors. Due to recent acquisitions, certain business operations conducted outside the U.S., previously included in the Wholesale segment, were moved to the International segment. This change reflects the manner in which management assesses performance and allocates resources. No changes were made to the Retail Direct segment. Previous periods presented have been recast to conform with the current period presentation. | |||||||||
Basis of presentation | |||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, which consist only of normal recurring accruals, considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Operating results for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |||||||||
The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2013 and 2012, net sales for the third and fourth quarters accounted for 61% and 58% of total annual net sales, respectively. In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period. | |||||||||
Revenue recognition | |||||||||
The Company sells products wholesale, to retailers and distributors, and retail, directly to the consumer. Wholesale sales and retail sales are recognized when title passes to the customer, which is primarily at the shipping point for wholesale sales and upon delivery to the customer for retail sales. Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $219,000 and $266,000 for the three months ended September 30, 2014 and 2013, respectively, and $900,000 and $918,000 for the nine months ended September 30, 2014 and 2013, respectively. Net sales exclude taxes that are collected from customers and remitted to the taxing authorities. | |||||||||
The Company offers various sales incentives and promotional programs to its customers from time to time in the normal course of business. These incentives and promotions typically include arrangements such as cooperative advertising, buydowns, volume rebates and discounts. These arrangements and an estimate of sales returns are reflected as reductions in net sales in the Company’s condensed consolidated statements of operations. | |||||||||
Cost of sales | |||||||||
Cost of sales consist primarily of costs associated with the production and procurement of product, inbound freight costs, purchasing costs, royalties and other product procurement related charges. | |||||||||
Distribution expenses | |||||||||
Distribution expenses consist primarily of warehousing expenses and freight-out expenses. | |||||||||
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 using the lower of cost (first-in, first-out basis) or market method. The Company estimates the selling price of its inventory on a product by product basis based on the current selling environment. If the estimated selling price is lower than the inventory’s cost, the Company reduces the value of the inventory to its net realizable value. | |||||||||
The components of inventory are as follows: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Finished goods | $ | 166,958 | $ | 108,340 | |||||
Work in process | 1,840 | 1,966 | |||||||
Raw materials | 1,522 | 2,485 | |||||||
Total | $ | 170,320 | $ | 112,791 | |||||
Fair value of financial instruments | |||||||||
The Company determined the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are reasonable estimates of their fair values because of their short-term nature. The Company determined that the carrying amounts of borrowings outstanding under its revolving credit facility, credit agreement term loan, senior secured term loan and short term loan approximate fair value since such borrowings bear interest at variable market rates. | |||||||||
Derivatives | |||||||||
The Company accounts for derivative instruments in accordance with Accounting Standard Codification (“ASC”) Topic No. 815, Derivatives and Hedging. ASC Topic No. 815 requires that all derivative instruments be recognized on the balance sheet at fair value as either an asset or liability. Changes in the fair value of derivatives that qualify as hedges and have been designated as part of a hedging relationship for accounting purposes have no net impact on earnings to the extent the derivative is considered highly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings. If a derivative which is designated as part of a hedging relationship is considered ineffective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, the changes in fair value are recorded in operations. For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in operations. | |||||||||
The Company is a party to interest rate swap agreements with an aggregate notional amount of $26.7 million to manage interest rate exposure in connection with its variable interest rate borrowings. The hedge periods of these agreements commenced in March 2013 and expire in June 2018 and the notional amounts amortize over this period. The interest rate swap agreements were designated as cash flow hedges under ASC Topic No. 815. The effective portion of the fair value gain or loss on these agreements is recorded as a component of accumulated other comprehensive loss. The effect of recording these derivatives at fair value resulted in an unrealized gain of $73,000 and an unrealized loss of $48,000, net of taxes, for the three months ended September 30, 2014 and 2013, respectively, and unrealized gains of $39,000 and $196,000, net of taxes, for the nine months ended September 30, 2014 and 2013, respectively. No amounts recorded in accumulated other comprehensive loss are expected to be reclassified to interest expense in the next twelve months. | |||||||||
The fair value of the derivatives have been obtained from the counterparties to the agreement and were based on Level 2 observable inputs using proprietary models and estimates about relevant future market conditions. The aggregate fair value of the Company’s interest derivative instruments was an asset of $12,000 and a liability of $54,000 at September 30, 2014 and December 31, 2013, respectively, and is included in accrued expenses and other long-term liabilities in the condensed consolidated balance sheet. | |||||||||
The Company has also entered into certain foreign exchange contracts, to primarily offset the earnings impact related to fluctuations in foreign currency exchange rates associated with inventory purchases denominated in foreign currencies. Although these foreign exchange contracts have not been designated as hedges as required in order to apply hedge accounting, the contracts are effective from an economic perspective. The changes in the fair value of these contracts are recorded in earnings immediately. A gain of $0.5 million and $76,000 is included in selling, general and administrative expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2014, respectively. | |||||||||
The aggregate gross notional amount of foreign exchange contracts at September 30, 2014 was $6.0 million. The fair value of the Company’s foreign exchange contracts was a liability of $27,000 and is included within other long-term liabilities in the condensed consolidated balance sheet. The fair value of the derivatives have been obtained from the counterparties to the agreements and were based on Level 2 observable inputs using proprietary models and estimates about relevant future market conditions. | |||||||||
Employee Healthcare | |||||||||
The Company self-insures certain portions of its health insurance plan. The Company maintains an accrual for unpaid claims and estimated claims incurred but not yet reported (“IBNR”). Although management believes that it uses the best information available to estimate claims IBNR, actual claims may vary significantly from estimated claims. | |||||||||
Restructuring Expenses | |||||||||
Costs associated with restructuring activities are recorded at fair value when a liability has been incurred. A liability has been incurred at the point of closure for any remaining operating lease obligations and at the communication date for severance. | |||||||||
In May 2014, the Company commenced a plan to consolidate its customer service and call center functions and eliminated certain employee positions in connection with this consolidation. The Company recorded $125,000 of restructuring expenses during the nine months ended September 30, 2014 related to the execution of this plan. | |||||||||
In April 2013, the Company commenced a plan to close the Fred® & Friends distribution center and eliminate certain employee positions in conjunction with the closure, which was completed as of December 31, 2013. The Company recorded $367,000 of restructuring expenses during the nine months ended September 30, 2013 related to the execution of this plan. | |||||||||
New Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016 and can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of the adoption, with early application not permitted. The Company is currently determining its implementation approach and assessing the impact, if any, on the condensed consolidated financial statements. | |||||||||
Effective January 1, 2013, the Company adopted ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income (e.g., net periodic pension benefit cost), an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. In connection with the adoption of this standard, the Company added additional disclosure about the Company’s accumulated other comprehensive income to Note K of its financial statements. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
ACQUISITIONS | ' | ||||||||||||||||
NOTE B — ACQUISITIONS | |||||||||||||||||
Kitchen Craft | |||||||||||||||||
On January 15, 2014, the Company acquired 100% of the share capital of Thomas Plant (Birmingham) Limited (“Kitchen Craft”) for cash in the amount of £37.4 million ($61.5 million) and 581,432 shares of common stock of the Company with an intrinsic value of £5.5 million ($9.0 million). The purchase price also includes contingent cash consideration of up to £5.5 million ($9.0 million) which will be payable in future years if Kitchen Craft achieves certain financial targets. Kitchen Craft is a leading supplier of kitchenware products and accessories in the United Kingdom. The assets, liabilities and operating results of Kitchen Craft are reflected in the Company’s condensed consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date. | |||||||||||||||||
The purchase price has been determined to be as follows (in thousands): | |||||||||||||||||
Cash | $ | 61,302 | |||||||||||||||
Share consideration issued(1) | 8,382 | ||||||||||||||||
Value of contingent consideration(2) | 2,488 | ||||||||||||||||
Working capital adjustment(3) | 374 | ||||||||||||||||
Total purchase price | $ | 72,546 | |||||||||||||||
-1 | Share consideration issued is valued at the closing market price discounted to account for lack of marketability related to the lock up period as described in the share purchase agreement. | ||||||||||||||||
-2 | The value of contingent consideration represents the present value of the estimated payments related to the attainment of certain financial targets for the years 2014 through 2016. The maximum undiscounted contingent consideration to be paid on the agreement is £5.5 million ($9.0 million). | ||||||||||||||||
-3 | A working capital adjustment was made in May 2014 as provided for in the share purchase agreement. | ||||||||||||||||
The purchase price was allocated based on the Company’s preliminary estimate of the fair value of the assets acquired and liabilities assumed, as follows (in thousands): | |||||||||||||||||
Purchase Price | |||||||||||||||||
Allocation | |||||||||||||||||
Accounts Receivable (1) | $ | 14,267 | |||||||||||||||
Inventory | 17,912 | ||||||||||||||||
Other assets | 4,054 | ||||||||||||||||
Other liabilities | (10,242 | ) | |||||||||||||||
Deferred income tax | (8,805 | ) | |||||||||||||||
Goodwill and other intangibles | 55,360 | ||||||||||||||||
Total allocated value | $ | 72,546 | |||||||||||||||
-1 | The fair value of accounts receivable approximated the gross contractual amounts receivable. | ||||||||||||||||
Goodwill results from such factors as an assembled workforce. The total amount of goodwill is not expected to be deductible for tax purposes. All of the goodwill and other intangible assets are included in the International Segment. Customer relationships and trade names are amortized on a straight-line basis over their estimated useful lives (see Note D). | |||||||||||||||||
Kitchen Craft pension plan | |||||||||||||||||
Kitchen Craft is the sponsor of a defined benefit pension plan (the “Plan”) for which service costs accrual ceased prior to the acquisition. Pursuant to the share purchase agreement, the Company and the sellers agreed to take action to settle the Plan’s obligation through the purchase of a group annuity contract and terminate the Plan. | |||||||||||||||||
As of the acquisition closing date, the projected benefit obligation of the Plan was estimated to be £7.1 million ($11.7 million) and was fully funded pursuant to the share purchase agreement. The assumptions utilized in the measurement of the funded status at the acquisition date, including a discount rate of 3.3%, reflected Kitchen Craft’s intent to settle the Plan through the purchase of a group annuity contract. | |||||||||||||||||
On October 31, 2014, the Plan trustees secured, in full, all benefits payable or contingently payable under the Plan (subject to adjustment as determined by the UK pension authority in connection with its approval of the Plan’s termination) through the purchase of a group annuity contract from a major UK-based insurance company. The terms of the group annuity contract required Kitchen Craft to make an additional payment of approximately £1.5 million ($2.4 million). The share purchase agreement provides that any additional contribution required in connection with the settlement and termination of the Plan shall be offset by future amounts owed to the sellers or, if those amounts are insufficient, reimbursed by the sellers. Accordingly, there was no impact, nor is there any expected future impact, to the Company’s statement of operations in connection with the settlement and planned termination of the Plan. | |||||||||||||||||
The Company’s net periodic benefit cost for the three and nine months ended September 30, 2014 was not material. | |||||||||||||||||
Unaudited pro forma results | |||||||||||||||||
The nine months ended September 30, 2014 includes the operations of Kitchen Craft for the period from January 15, 2014 to September 30, 2014. The condensed consolidated statements of operations for the three and nine months ended September 30, 2014, include $16.8 million and $47.2 million of net sales, respectively, and $1.6 million and $1.9 million of income from operations, respectively, contributed by Kitchen Craft. | |||||||||||||||||
The following table presents the Company’s pro forma consolidated net sales and income (loss) before income taxes and equity in earnings for the three and nine months ended September 30, 2014 and 2013. The unaudited pro forma results include the historical statements of operations information of the Company and of Kitchen Craft, giving effect to the Kitchen Craft acquisition and related financing as if they had occurred at the beginning of the period presented. As described below under “Other Acquisitions,” the Company consummated certain other acquisitions during the nine months ended September 30, 2014; however the Company has not included the results prior to their acquisition in these pro forma results as the impact would not have been material. | |||||||||||||||||
Unaudited pro forma results | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Net Sales | $ | 162,244 | $ | 156,741 | $ | 395,976 | $ | 381,035 | |||||||||
Income (loss) before income taxes and equity in earnings | 6,730 | 10,042 | (130 | ) | 8,112 | ||||||||||||
Net income (loss) | (1,586 | ) | 899 | (6,573 | ) | 95 | |||||||||||
Basic earnings (loss) per common share | (0.12 | ) | 0.06 | (0.49 | ) | 0.01 | |||||||||||
Diluted earnings (loss) per common share | $ | (0.12 | ) | $ | 0.06 | $ | (0.49 | ) | $ | 0.01 | |||||||
The pro forma results, prepared in accordance with U.S. GAAP, include the following pro forma adjustments related to the Kitchen Craft acquisition: | |||||||||||||||||
(i) | the elimination of the charge in cost of sales related to the increase in fair value of acquired inventory of $0.9 million in the nine months ended September 30, 2014; | ||||||||||||||||
(ii) | an increase in amortization expense related to the fair value of the identifiable intangible assets of $0.9 million and $2.6 million in the three and nine months ended September 30, 2013, respectively; | ||||||||||||||||
(iii) | the elimination of acquisition costs recorded in the nine months ended September 30, 2014 of $0.9 million; | ||||||||||||||||
(iv) | an increase in interest expense and amortization of debt issuance costs of $0.4 million and $1.4 million, resulting from the refinancing of the Company’s debt to finance the acquisition, in the three and nine months ended September 30, 2013, respectively; | ||||||||||||||||
(v) | an adjustment of $2.1 million in the nine months ended September 30, 2013 to conform compensation expense to the Company’s current compensation policies. | ||||||||||||||||
The unaudited pro forma results do not include any revenue or cost reductions that may be achieved through the business combination, or the impact of non-recurring items directly related to the business combination. | |||||||||||||||||
The unaudited pro forma results are not necessarily indicative of the operating results that would have occurred if the Kitchen Craft acquisition had been completed as of the date for which the pro forma financial information is presented. In addition, the unaudited pro forma results do not purport to project the future condensed consolidated operating results of the combined companies. | |||||||||||||||||
Other acquisitions | |||||||||||||||||
In February 2014, the Company acquired certain assets of Built NY, Inc. (“Built NY”), including inventory, trademarks and other intellectual property. Also in February 2014, the Company acquired certain assets of The Empire Silver Company, Inc. (“Empire Silver”), including trademarks and other intellectual property. In March 2014, the Company acquired the share capital of La Cafetière (UK) Limited, together with certain assets of other subsidiaries of The Greenfield Group Limited (collectively, “La Cafetière”). The La Cafetière acquisition included the purchase of certain trademarks and other intellectual property, and certain inventory and receivables. | |||||||||||||||||
In aggregate, the Company paid approximately $5.3 million of primarily cash consideration for the acquisitions of Built NY, Empire Silver and La Cafetière. The assets, liabilities and operating results of the acquisitions are reflected in the Company’s condensed consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition dates. |
INVESTMENTS
INVESTMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
INVESTMENTS | ' | ||||||||||||||||
NOTE C — INVESTMENTS | |||||||||||||||||
The Company owns approximately a 30% interest in Grupo Vasconia S.A.B. (“Vasconia”), an integrated manufacturer of aluminum products and one of Mexico’s largest housewares companies. Shares of Vasconia’s capital stock are traded on the Bolsa Mexicana de Valores, the Mexican Stock Exchange (www.bmv.com.mx). The Quotation Key is VASCONI. The Company accounts for its investment in Vasconia using the equity method of accounting and records its proportionate share of Vasconia’s net income in the Company’s statement of operations. Accordingly, the Company has recorded its proportionate share of Vasconia’s net income (reduced for amortization expense related to the customer relationships acquired) for the three and nine month periods ended September 30, 2014 and 2013 in the accompanying condensed consolidated statements of operations. The value of the Company’s investment balance has been translated from Mexican Pesos (“MXN”) to U.S. Dollars (“USD”) using the spot rates of MXN 13.49 and MXN 13.06 at September 30, 2014 and December 31, 2013, respectively. The Company’s proportionate share of Vasconia’s net income has been translated from MXN to USD using the average exchange rates of MXN 13.11 and MXN 12.90 during the three months ended September 30, 2014 and 2013, respectively, and MXN 13.05 to MXN 13.11 and MXN 12.41 to MXN 12.77 during the nine months ended September 30, 2014 and 2013, respectively. The effect of the translation of the Company’s investment resulted in a decrease to the investment of $1.3 million and $0.5 million during the nine months ended September 30, 2014 and 2013, respectively (also see Note K). These translation effects are recorded in accumulated other comprehensive loss. Included within accrued expenses at September 30, 2014 and December 31, 2013 are amounts due to Vasconia of $117,000 and $152,000, respectively. | |||||||||||||||||
Summarized statement of income information for Vasconia in USD and MXN is as follows: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
USD | MXN | USD | MXN | ||||||||||||||
Net Sales | $ | 45,635 | $ | 598,197 | $ | 37,306 | $ | 481,222 | |||||||||
Gross Profit | 8,173 | 107,134 | 6,215 | 80,167 | |||||||||||||
Income (loss) from operations | 1,720 | 22,547 | (131 | ) | (1,686 | ) | |||||||||||
Net Income (loss) | 1,173 | 15,381 | (853 | ) | (11,003 | ) | |||||||||||
Nine Months Ended | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
USD | MXN | USD | MXN | ||||||||||||||
Net Sales | $ | 137,348 | $ | 1,799,920 | $ | 116,117 | $ | 1,472,703 | |||||||||
Gross Profit | 24,989 | 327,454 | 20,085 | 254,861 | |||||||||||||
Income from operations | 5,697 | 74,628 | 1,423 | 18,172 | |||||||||||||
Net Income | 2,649 | 34,575 | 1,794 | 22,273 | |||||||||||||
The Company recorded equity in earnings of Vasconia, net of taxes, of $0.3 million for the three months ended September 30, 2014 and equity in losses of Vasconia of $5.3 million (including a charge of $5.0 million, net of tax, for the reduction in the fair value of the Company’s investment in Vasconia) for the three months ended September 30, 2013. The Company recorded equity in earnings of Vasconia, net of taxes of $0.6 million and equity in losses of Vasconia of $4.7 million for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||
As of September 30, 2014 and December 31, 2013, the fair value (based upon Vasconia’s quoted stock price) of the Company’s investment in Vasconia was $33.5 million and $35.2 million, respectively. The carrying value of the Company’s investment in Vasconia was $30.5 million and $30.5 million as of September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
The Company has a 40% equity interest in GS Internacional S/A (“GSI”), a leading wholesale distributor of branded housewares products in Brazil, which the Company acquired in December 2011. As a result of the decline in operating results of GSI and the current business environment in Brazil, the Company evaluated its carrying value of the investment for other-than-temporary impairment under the equity-method of accounting. Management performed an evaluation of quantitative factors and concluded that the investment was other-than-temporarily impaired as of September 30, 2014. The estimate of fair value was based upon the median of the income-approach (discounted cash flow method) and market- approach valuation methodology using Level 3 unobservable inputs. Accordingly the Company recorded a $5.2 million impairment charge, net of tax, in equity in earnings (losses), net of tax, for the three and nine month periods ended September 30, 2014. | |||||||||||||||||
The Company, together with Vasconia and unaffiliated partners, formed Housewares Corporation of Asia Limited (“HCA”), a Hong Kong-based company, to supply direct import kitchenware products to retailers in North, Central and South America. The Company initially invested $105,000 for a 40% equity interest in this entity during 2011. The operating results of HCA were not significant through September 30, 2014. As of September 30, 2014 and December 31, 2013, the carrying value of the Company’s investment in HCA was $129,000 and $144,000, respectively. In October 2014, the Company sold its investment in HCA to an unaffiliated partner. No significant gains or losses are expected to be recognized in connection with this sale. | |||||||||||||||||
In February 2012, the Company entered into Grand Venture Holdings Limited (“Grand Venture”), a joint venture with Manweal Development Limited (“Manweal”), a Chinese corporation, to distribute Mikasa® products in China, which included an initial investment by the Company of $500,000. The Company and Manweal each own 50% of Grand Venture and have rights and obligations proportionate to their ownership percentage. The Company accounts for its investment in Grand Venture using the equity method of accounting and has recorded its proportionate share of Grand Venture’s net loss as equity in earnings (losses), net of tax, in the Company’s condensed consolidated statements of operations. The Company recorded equity in losses of the joint venture of $17,000 and $73,000 for the three and nine months ended September 30, 2014, respectively, and $21,000 and $58,000 for the three and nine months ended September 30, 2013, respectively. As of September 30, 2014 and December 31, 2013, the carrying value of the Company’s investment in Grand Venture was $265,000 and $287,000, respectively. | |||||||||||||||||
The Company evaluated the disclosure requirements of ASC Topic No. 860, Transfers and Servicing, and determined that at September 30, 2014, the Company did not have a controlling voting interest or variable interest in any of its investments and therefore continued accounting for the investments using the equity method of accounting. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
INTANGIBLE ASSETS | ' | ||||||||||||||||||||||||
NOTE D — INTANGIBLE ASSETS | |||||||||||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||||
Goodwill | $ | 18,515 | $ | — | $ | 18,515 | $ | 5,085 | $ | — | $ | 5,085 | |||||||||||||
Indefinite-lived intangible assets: | |||||||||||||||||||||||||
Trade names | 14,980 | — | 14,980 | 18,364 | — | 18,364 | |||||||||||||||||||
Finite-lived intangible assets: | |||||||||||||||||||||||||
Licenses | 15,847 | (7,893 | ) | 7,954 | 15,847 | (7,551 | ) | 8,296 | |||||||||||||||||
Trade names | 22,384 | (3,939 | ) | 18,445 | 10,056 | (2,677 | ) | 7,379 | |||||||||||||||||
Customer relationships | 50,641 | (5,717 | ) | 44,924 | 18,406 | (2,736 | ) | 15,670 | |||||||||||||||||
Other | 1,202 | (380 | ) | 822 | 584 | (229 | ) | 355 | |||||||||||||||||
Total | $ | 123,569 | $ | (17,929 | ) | $ | 105,640 | $ | 68,342 | $ | (13,193 | ) | $ | 55,149 | |||||||||||
A summary of the activities related to the Company’s intangible assets for the nine months ended September 30, 2014 consists of the following (in thousands): | |||||||||||||||||||||||||
Goodwill and Intangible Assets, December 31, 2013 | $ | 55,149 | |||||||||||||||||||||||
Impairment of trade names | (3,384 | ) | |||||||||||||||||||||||
Goodwill acquired | 13,430 | ||||||||||||||||||||||||
Intangibles acquired | 45,181 | ||||||||||||||||||||||||
Amortization | (4,736 | ) | |||||||||||||||||||||||
Goodwill and Intangible Assets, September 30, 2014 | $ | 105,640 | |||||||||||||||||||||||
The Company performed its annual impairment test for its indefinite-lived trade names as of October 1, 2014. The test involved the assessment of the fair market values of the Company’s indefinite-lived trade names based on Level 3 unobservable inputs, using a relief from royalty approach, assuming a discount rate of 14.0%-15.5% and an average long term growth rate of 2.5%-3%. The result of the impairment assessment of the Company’s indefinite-lived trade names indicated that the carrying values of the Elements®, and Melannco® trade names exceeded their fair values as of October 1, 2014. | |||||||||||||||||||||||||
The Company’s home décor products category has experienced a decline in sales and profit in recent years. The Company believes the most significant factor resulting in the decline was the reduction in retail space allocated to the category which has also contributed to pricing pressure. The Company has been re-branding a portion of the home décor products under the Mikasa® and Pfaltzgraff® trade names and more recently through the Bombay® license. The Company is also taking advantage of promotional sale opportunities, such as flash sale websites and online retailers to offset the effect of a reduction in retail space for this product category and pricing pressures. As a result of these factors, the Company recorded an impairment charge of $3.4 million, related to these brands, in its condensed consolidated statement of operations for the three and nine month periods ended September 30, 2014. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2014 | |
DEBT | ' |
NOTE E — DEBT | |
Credit Agreement | |
In January 2014, the Company entered into a Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A, as Administrative Agent and Co-Collateral Agent, and HSBC Bank USA, National Association, as Syndication Agent and Co-Collateral Agent (as amended, the “Second Amended and Restated Credit Agreement”) amending and restating the Company’s then existing Amended and Restated Credit Agreement. The Second Amended and Restated Credit Agreement, which matures in January 2019, provides for, among other things, a Revolving Credit Facility commitment totaling $175.0 million ($40.0 million of which is available for multi-currency borrowings) and a new Term Loan facility of $50.0 million. | |
Each borrowing under the Revolving Credit Facility bears interest, at the Company’s option, at one of the following rates: (i) the Alternate Base Rate, defined as the greater of the Prime Rate, Federal Funds Rate plus 0.5% or the Adjusted LIBO Rate plus 1.0%, plus a margin of 0.75% to 1.25%, or (ii) the Eurodollar Rate, defined as the Adjusted LIBO Rate plus a margin of 1.75% to 2.25%. The respective margins are based upon availability which is a function of usage and the borrowing base. Interest rates on outstanding borrowings at September 30, 2014 ranged from 2.125% to 4.25%. In addition, the Company pays a commitment fee of 0.375% on the unused portion of the Revolving Credit Facility. | |
At September 30, 2014, borrowings outstanding under the Revolving Credit Facility were $113.1 million and open letters of credit were $4.1 million. At September 30, 2014, availability under the Revolving Credit Facility was approximately $57.7 million. The borrowing capacity under the Revolving Credit Facility depends, in part, on eligible levels of accounts receivable and inventory that fluctuate regularly and certain trademark values based upon periodic appraisals. Consequently, the $175.0 million commitment may not represent actual borrowing capacity. | |
The Company classifies a portion of the Revolving Credit Facility as a current liability if the Company’s intent and ability is to repay the loan from cash flows from operations which are expected to occur within the next 12 months. Repayments and borrowings under the facility can vary significantly from planned levels based on cash flow needs and general economic conditions. The Company expects that it will continue to borrow and repay funds, subject to availability, under the facility based on working capital and other corporate needs. | |
ABR Term Loans or Eurocurrency Term Loans, provided for under the Second Amended and Restated Credit Agreement, bear interest based on the applicable Senior Leverage Ratio. The ABR Spread for Term Loans is 3.0% to 3.5% and the Eurocurrency Spread for Term Loans is 4.0% to 4.5%. As of September 30, 2014, $47.5 million was outstanding under the Term Loan. | |
The Company’s payment obligations under the Revolving Credit Facility are unconditionally guaranteed by each of its existing and future U.S. subsidiaries. Certain payment obligations under the Revolving Credit Facility are also direct obligations of its foreign subsidiary borrowers designated as such under the Second Amended and Restated Credit Agreement and, subject to limitations on such guaranty, are guaranteed by the foreign subsidiary borrowers, as well as by the Company. The obligations of the Company under the Revolving Credit Facility and any hedging arrangements and cash management services and the guarantees by its domestic subsidiaries in respect of those obligations are secured by substantially all of the assets and stock (but in the case of foreign subsidiaries, limited to 65% of the capital stock in first-tier foreign subsidiaries and not including stock of subsidiaries of such first-tier foreign subsidiaries) owned by the Company and the U.S. subsidiary guarantors, subject to certain exceptions. Such security interest consists of a first-priority lien, subject to certain permitted liens, with respect to the assets of the Company and its domestic subsidiaries pledged as collateral in favor of lenders under the Revolving Credit Facility. | |
The Second Amended and Restated Credit Agreement provides for customary restrictions and events of default. Restrictions include limitations on additional indebtedness, acquisitions, investments and payment of dividends, among other things. Further, the Second Amended and Restated Credit Agreement provides that at any time any Term Loan is outstanding or at any time no Term Loan is outstanding and availability under the Revolving Credit Facility is less than $17.5 million and continuing until availability of at least $20.0 million is maintained for three consecutive months, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 for each four consecutive fiscal quarter periods. The Second Amended and Restated Credit Agreement also provides that when the Term Loan is outstanding, the Company is required to maintain a Senior Leverage Ratio within defined parameters not to exceed 4.00 to 1.00 at the fiscal quarter ending September 30, 2014; 4.25 to 1.00 at the fiscal quarter ending December 31, 2014; 3.50 to 1.00 at each fiscal quarter end in 2015; and 2.50 to 1.00 at each fiscal quarter end thereafter; provided that for any fiscal quarter ending on September 30 of any year, the maximum Senior Leverage Ratio specified above shall be increased by an additional 0.25:1.00. | |
The Company was in compliance with the financial covenants of the Second Amended and Restated Credit Agreement at September 30, 2014. | |
In January 2014, the Company repaid the previously outstanding Senior Secured Term Loan in connection with the execution and delivery of the Second Amended and Restated Credit Agreement. | |
Other Credit Agreements | |
A subsidiary of the Company has a credit facility (“HSBC Facility” or “Short term loan”) with HSBC Bank (China) Company Limited, Shanghai Branch (“HSBC”) for up to RMB 18.0 million ($2.9 million). The HSBC Facility is subject to annual renewal and may be used to fund general working capital needs of the subsidiary which is a trading company in the People’s Republic of China. Borrowings under the HSBC Facility are guaranteed by the Company and are granted at the sole discretion of HSBC. At September 30, 2014, RMB 5.9 million ($951,000) was outstanding and the interest rate was 6.44% under the HSBC Facility. |
STOCK_COMPENSATION
STOCK COMPENSATION | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
STOCK COMPENSATION | ' | ||||||||||||||||
NOTE F — STOCK COMPENSATION | |||||||||||||||||
A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2014 is as follows: | |||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
average | average | intrinsic | |||||||||||||||
exercise | remaining | value | |||||||||||||||
price | contractual | ||||||||||||||||
life (years) | |||||||||||||||||
Options outstanding, January 1, 2014 | 2,371,650 | $ | 12.75 | ||||||||||||||
Grants | 394,400 | 18.83 | |||||||||||||||
Exercises | (339,331 | ) | 8.44 | ||||||||||||||
Cancellations | (32,200 | ) | 12.23 | ||||||||||||||
Expirations | (17,000 | ) | 21.67 | ||||||||||||||
Options outstanding, September 30, 2014 | 2,377,519 | 14.32 | 6.19 | $ | 7,681,733 | ||||||||||||
Options exercisable, September 30, 2014 | 1,527,594 | 13.87 | 4.97 | $ | 6,148,510 | ||||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had all option holders exercised their stock options on September 30, 2014. The intrinsic value is calculated for each in-the-money stock option as the difference between the closing price of the Company’s common stock on September 30, 2014 and the exercise price. | |||||||||||||||||
The total intrinsic value of stock options exercised for the nine months ended September 30, 2014 and 2013 was $3.0 million and $1.7 million, respectively. The intrinsic value of a stock option that is exercised is calculated at the date of exercise. | |||||||||||||||||
Total unrecognized stock option compensation expense at September 30, 2014, before the effect of income taxes, was $5.6 million and is expected to be recognized over a weighted-average period of 2.74 years. | |||||||||||||||||
During the nine months ended September 30, 2014, the Company granted an aggregate of 21,511 shares of restricted stock to its independent directors as part of their annual retainer that vest 100% one year from the date of grant. The restricted stock had a weighted average grant date fair value of $16.07 that will be recognized in stock compensation expense over the one year vesting period. Total unrecognized restricted stock compensation expense at September 30, 2014 was $247,000 and is expected to be recognized over a weighted-average period of 0.7 years. | |||||||||||||||||
The Company recognized stock compensation expense of $680,000 and $740,000 for the three months ended September 30, 2014 and 2013, respectively, and $2,133,000 and $2,131,000 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||
At September 30, 2014, there were 276,362 shares available for awards that could be granted under the Company’s 2000 Long-Term Incentive Plan. |
INCOME_LOSS_PER_COMMON_SHARE
INCOME (LOSS) PER COMMON SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
INCOME (LOSS) PER COMMON SHARE | ' | ||||||||||||||||
NOTE G — INCOME (LOSS) PER COMMON SHARE | |||||||||||||||||
Basic income (loss) per common share has been computed by dividing net income (loss) by the weighted-average number of shares of the Company’s common stock outstanding. Diluted income (loss) per common share adjusts net income (loss) and basic income (loss) per common share for the effect of all potentially dilutive shares of the Company’s common stock. The calculations of basic and diluted income (loss) per common share for the three and nine month periods ended September 30, 2014 and 2013 are as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net income (loss) – basic and diluted | $ | (1,586 | ) | $ | 1,093 | (7,717 | ) | $ | (107 | ) | |||||||
Weighted-average shares outstanding – basic | 13,619 | 12,707 | 13,460 | 12,758 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Stock options | — | 339 | — | — | |||||||||||||
Weighted-average shares outstanding – diluted | 13,619 | 13,046 | 13,460 | 12,758 | |||||||||||||
Basic income (loss) per common share | $ | (0.12 | ) | $ | 0.09 | $ | (0.57 | ) | $ | (0.01 | ) | ||||||
Diluted income (loss) per common share | $ | (0.12 | ) | $ | 0.08 | $ | (0.57 | ) | $ | (0.01 | ) | ||||||
The computation of diluted income (loss) per common share for the three months ended September 30, 2014 and 2013 excludes options to purchase 2,377,519 shares and options to purchase 336,500 shares, respectively. The computation of diluted loss per common share for the nine months ended September 30, 2014 and 2013 excludes options to purchase 2,443,481 shares and options to purchase 2,476,500 shares, respectively. These shares were excluded due to their antidilutive effects. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2014 | |
INCOME TAXES | ' |
NOTE H — INCOME TAXES | |
On a quarterly basis, the Company evaluates its tax positions and revises its estimates accordingly. The estimated value of the Company’s uncertain tax positions at September 30, 2014 is a gross liability of $245,000. If the Company’s tax positions are sustained by the taxing authorities in favor of the Company, the Company’s net liability would be reduced by $245,000, all of which would benefit the Company’s tax provision. The Company believes that $245,000 of its tax positions will be resolved within the next twelve months. | |
The Company has identified the following jurisdictions as “major” tax jurisdictions: U.S. Federal, California, Massachusetts, New York, New Jersey and the United Kingdom. The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2010. At September 30, 2014, the periods subject to examination for the Company’s major state jurisdictions are the years ended 2009 through 2013. | |
The Company’s policy for recording interest and penalties is to record such items as a component of income taxes. Interest and penalties were not material to the Company’s financial position, results of operations or cash flows as of and for the three and nine months ended September 30, 2014 and 2013. |
BUSINESS_SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
BUSINESS SEGMENTS | ' | ||||||||||||||||
NOTE I — BUSINESS SEGMENTS | |||||||||||||||||
The Company operates in three reportable business segments: U.S. Wholesale, International and Retail Direct. The U.S. Wholesale segment is the Company’s primary domestic business that designs, markets and distributes its products to retailers and distributors. The International Segment consists of certain business operations conducted outside the U.S. which was previously included in the Wholesale segment. The Retail Direct segment is where the Company markets and sells a limited selection of its products to consumers through its Pfaltzgraff®, Mikasa® and Lifetime Sterling® websites. | |||||||||||||||||
The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of its operations. While the three segments distribute similar products, the segments have been distinct due to the different methods the Company uses to sell, market and distribute the products. Management evaluates the performance of the U.S. Wholesale, International and Retail Direct segments based on net sales and income (loss) from operations. Such measures give recognition to specifically identifiable operating costs such as cost of sales, distribution expenses and selling, general and administrative expenses. Certain general and administrative expenses, such as senior executive salaries and benefits, stock compensation, director fees and accounting, legal and consulting fees, are not allocated to the specific segments and are reflected as unallocated corporate expenses. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net sales | |||||||||||||||||
U.S. Wholesale | $ | 125,341 | $ | 128,143 | $ | 296,155 | $ | 299,457 | |||||||||
International | 33,247 | 10,360 | 87,969 | 25,433 | |||||||||||||
Retail Direct | 3,656 | 3,726 | 11,852 | 12,972 | |||||||||||||
Total net sales | $ | 162,244 | $ | 142,229 | $ | 395,976 | $ | 337,862 | |||||||||
Income (loss) from operations | |||||||||||||||||
U.S. Wholesale | $ | 9,919 | $ | 15,294 | $ | 13,096 | $ | 23,671 | |||||||||
International | 2,141 | 213 | 1,226 | (2,185 | ) | ||||||||||||
Retail Direct | (372 | ) | (267 | ) | (1,088 | ) | (533 | ) | |||||||||
Unallocated corporate expenses | (3,260 | ) | (3,547 | ) | (10,160 | ) | (9,363 | ) | |||||||||
Total income from operations | $ | 8,428 | $ | 11,693 | $ | 3,074 | $ | 11,590 | |||||||||
Depreciation and amortization | |||||||||||||||||
U.S. Wholesale | $ | (1,888 | ) | $ | (2,161 | ) | $ | (6,409 | ) | $ | (6,340 | ) | |||||
International | (1,373 | ) | (290 | ) | (4,054 | ) | (1,170 | ) | |||||||||
Retail Direct | (38 | ) | (66 | ) | (165 | ) | (197 | ) | |||||||||
Total depreciation and amortization | $ | (3,299 | ) | $ | (2,517 | ) | $ | (10,628 | ) | $ | (7,707 | ) | |||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
U.S. Wholesale | $ | 316,369 | $ | 291,757 | |||||||||||||
International | 130,873 | 35,365 | |||||||||||||||
Retail Direct | 507 | 730 | |||||||||||||||
Unallocated/ Corporate/ Other | 8,915 | 8,887 | |||||||||||||||
Total assets | $ | 456,664 | $ | 336,739 | |||||||||||||
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
CONTINGENCIES | ' |
NOTE J — CONTINGENCIES | |
Wallace Silversmiths de Puerto Rico, Ltd. (“Wallace de Puerto Rico”), a wholly-owned subsidiary of the Company, operates a manufacturing facility in San Germán, Puerto Rico that is leased from the Puerto Rico Industrial Development Company (“PRIDCO”). In March 2008, the United States Environmental Protection Agency (the “EPA”) announced that the San Germán Ground Water Contamination site in Puerto Rico (the “Site”) had been added to the Superfund National Priorities List due to contamination present in the local drinking water supply. | |
In May 2008, Wallace de Puerto Rico received from the EPA a Notice of Potential Liability and Request for Information Pursuant to 42 U.S.C. Sections 9607(a) and 9604(e) of the Comprehensive Environmental Response, Compensation, and Liability Act. The Company responded to the EPA’s Request for Information on behalf of Wallace de Puerto Rico. In July 2011, Wallace de Puerto Rico received a letter from the EPA requesting access to the property that it leases from PRIDCO, and the Company granted such access. In February, 2013, the EPA requested access to conduct further environmental investigation at the property. The Company granted such access. | |
The Company is not aware of any determination by the EPA that any remedial action is required for the Site, and, accordingly, is not able to estimate the extent of any possible liability. | |
The Company is, from time to time, involved in other legal proceedings. The Company believes that other current litigation is routine in nature and incidental to the conduct of the Company’s business and that none such litigation, individually or collectively, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
OTHER
OTHER | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
OTHER | ' | ||||||||||||||||
NOTE K — OTHER | |||||||||||||||||
Cash dividends | |||||||||||||||||
Dividends declared in the nine months ended September 30, 2014 are as follows: | |||||||||||||||||
Dividend per share | Date declared | Date of record | Payment date | ||||||||||||||
$ 0.03750 | 11-Mar-14 | 1-May-14 | 15-May-14 | ||||||||||||||
$ 0.03750 | 19-Jun-14 | 1-Aug-14 | 15-Aug-14 | ||||||||||||||
$ 0.03750 | 29-Jul-14 | 31-Oct-14 | 14-Nov-14 | ||||||||||||||
On February 15, 2014, May 15, 2014 and August 15, 2014 the Company paid cash dividends of $501,000, $506,000 and $510,000, respectively, which reduced retained earnings. In the three months ended September 30, 2014, the Company reduced retained earnings for the accrual of $510,000 relating to the dividend payable on November 14, 2014. | |||||||||||||||||
On November 5, 2014, the Board of Directors declared a quarterly dividend of $0.0375 per share payable on February 13, 2015 to shareholders of record on January 30, 2015. | |||||||||||||||||
Dividends declared in the nine months ended September 30, 2013 are as follows: | |||||||||||||||||
Dividend per share | Date declared | Date of record | Payment date | ||||||||||||||
$ 0.03125 | 12-Mar-13 | 1-May-13 | 15-May-13 | ||||||||||||||
$ 0.03125 | 13-Jun-13 | 1-Aug-13 | 15-Aug-13 | ||||||||||||||
$ 0.03125 | 2-Aug-13 | 1-Nov-13 | 15-Nov-13 | ||||||||||||||
Stock repurchase program | |||||||||||||||||
On April 30, 2013, Lifetime’s Board of Directors authorized the repurchase of up to $10.0 million of the Company’s common stock. The repurchase authorization permits the Company to effect the repurchases from time to time through open market purchases and privately negotiated transactions. During the nine months ended September 30, 2013, the Company repurchased 245,575 shares under the April 2013 authorization at a total cost of $3.2 million and thereafter retired the repurchased shares. No shares were repurchased during the three and nine months ended September 30, 2014. | |||||||||||||||||
Supplemental cash flow information | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Supplemental disclosure of cash flow information: | |||||||||||||||||
Cash paid for interest | $ | 3,664 | $ | 2,742 | |||||||||||||
Cash paid for taxes | 4,771 | 4,891 | |||||||||||||||
Non-cash investing activities: | |||||||||||||||||
Translation adjustment | $ | 1,577 | $ | 190 | |||||||||||||
Components of accumulated other comprehensive loss, net | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Accumulated translation adjustment: | |||||||||||||||||
Balance at beginning of period | $ | (1,212 | ) | $ | (3,194 | ) | $ | (2,944 | ) | $ | (2,804 | ) | |||||
Translation gain (loss) during period | (3,309 | ) | 200 | (1,577 | ) | (190 | ) | ||||||||||
Balance at end of period | $ | (4,521 | ) | $ | (2,994 | ) | $ | (4,521 | ) | $ | (2,994 | ) | |||||
Accumulated deferred losses on cash flow hedges: | |||||||||||||||||
Balance at beginning of period | $ | (65 | ) | $ | (28 | ) | $ | (31 | ) | $ | (272 | ) | |||||
Derivative fair value adjustment, net of taxes of $49 and $32 for the three months ended September 30, 2014 and 2013, respectively, and $26 and $131 for the nine months ended September 30, 2014 and 2013, respectively | 73 | (48 | ) | 39 | 196 | ||||||||||||
Balance at end of period | $ | 8 | $ | (76 | ) | $ | 8 | $ | (76 | ) | |||||||
Accumulated effect of retirement benefit obligations: | |||||||||||||||||
Balance at beginning of period | $ | (731 | ) | $ | (1,134 | ) | $ | (745 | ) | $ | (1,160 | ) | |||||
Amounts reclassified from accumulated other comprehensive loss: (1) | |||||||||||||||||
Amortization of actuarial losses, net of taxes of $5 and $8 for the three months ended September 30, 2014 and 2013, respectively, and $14 and $27 for the nine months ended September 30, 2014 and 2013, respectively | 7 | 14 | 21 | 40 | |||||||||||||
Balance at end of period | $ | (724 | ) | $ | (1,120 | ) | $ | (724 | ) | $ | (1,120 | ) | |||||
Total accumulated other comprehensive loss at end of period | $ | (5,237 | ) | $ | (4,190 | ) | $ | (5,237 | ) | $ | (4,190 | ) | |||||
-1 | Amounts are recorded in selling, general and administrative expense on the Condensed consolidated statements of operations. |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Basis of presentation | ' | ||||||||
Basis of presentation | |||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, which consist only of normal recurring accruals, considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Operating results for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |||||||||
The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2013 and 2012, net sales for the third and fourth quarters accounted for 61% and 58% of total annual net sales, respectively. In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period. | |||||||||
Revenue recognition | ' | ||||||||
Revenue recognition | |||||||||
The Company sells products wholesale, to retailers and distributors, and retail, directly to the consumer. Wholesale sales and retail sales are recognized when title passes to the customer, which is primarily at the shipping point for wholesale sales and upon delivery to the customer for retail sales. Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $219,000 and $266,000 for the three months ended September 30, 2014 and 2013, respectively, and $900,000 and $918,000 for the nine months ended September 30, 2014 and 2013, respectively. Net sales exclude taxes that are collected from customers and remitted to the taxing authorities. | |||||||||
The Company offers various sales incentives and promotional programs to its customers from time to time in the normal course of business. These incentives and promotions typically include arrangements such as cooperative advertising, buydowns, volume rebates and discounts. These arrangements and an estimate of sales returns are reflected as reductions in net sales in the Company’s condensed consolidated statements of operations. | |||||||||
Cost of sales | ' | ||||||||
Cost of sales | |||||||||
Cost of sales consist primarily of costs associated with the production and procurement of product, inbound freight costs, purchasing costs, royalties and other product procurement related charges. | |||||||||
Distribution expenses | ' | ||||||||
Distribution expenses | |||||||||
Distribution expenses consist primarily of warehousing expenses and freight-out expenses. | |||||||||
Inventory | ' | ||||||||
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 using the lower of cost (first-in, first-out basis) or market method. The Company estimates the selling price of its inventory on a product by product basis based on the current selling environment. If the estimated selling price is lower than the inventory’s cost, the Company reduces the value of the inventory to its net realizable value. | |||||||||
The components of inventory are as follows: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Finished goods | $ | 166,958 | $ | 108,340 | |||||
Work in process | 1,840 | 1,966 | |||||||
Raw materials | 1,522 | 2,485 | |||||||
Total | $ | 170,320 | $ | 112,791 | |||||
Fair value of financial instruments | ' | ||||||||
Fair value of financial instruments | |||||||||
The Company determined the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are reasonable estimates of their fair values because of their short-term nature. The Company determined that the carrying amounts of borrowings outstanding under its revolving credit facility, credit agreement term loan, senior secured term loan and short term loan approximate fair value since such borrowings bear interest at variable market rates. | |||||||||
Derivatives | ' | ||||||||
Derivatives | |||||||||
The Company accounts for derivative instruments in accordance with Accounting Standard Codification (“ASC”) Topic No. 815, Derivatives and Hedging. ASC Topic No. 815 requires that all derivative instruments be recognized on the balance sheet at fair value as either an asset or liability. Changes in the fair value of derivatives that qualify as hedges and have been designated as part of a hedging relationship for accounting purposes have no net impact on earnings to the extent the derivative is considered highly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings. If a derivative which is designated as part of a hedging relationship is considered ineffective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, the changes in fair value are recorded in operations. For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in operations. | |||||||||
The Company is a party to interest rate swap agreements with an aggregate notional amount of $26.7 million to manage interest rate exposure in connection with its variable interest rate borrowings. The hedge periods of these agreements commenced in March 2013 and expire in June 2018 and the notional amounts amortize over this period. The interest rate swap agreements were designated as cash flow hedges under ASC Topic No. 815. The effective portion of the fair value gain or loss on these agreements is recorded as a component of accumulated other comprehensive loss. The effect of recording these derivatives at fair value resulted in an unrealized gain of $73,000 and an unrealized loss of $48,000, net of taxes, for the three months ended September 30, 2014 and 2013, respectively, and unrealized gains of $39,000 and $196,000, net of taxes, for the nine months ended September 30, 2014 and 2013, respectively. No amounts recorded in accumulated other comprehensive loss are expected to be reclassified to interest expense in the next twelve months. | |||||||||
The fair value of the derivatives have been obtained from the counterparties to the agreement and were based on Level 2 observable inputs using proprietary models and estimates about relevant future market conditions. The aggregate fair value of the Company’s interest derivative instruments was an asset of $12,000 and a liability of $54,000 at September 30, 2014 and December 31, 2013, respectively, and is included in accrued expenses and other long-term liabilities in the condensed consolidated balance sheet. | |||||||||
The Company has also entered into certain foreign exchange contracts, to primarily offset the earnings impact related to fluctuations in foreign currency exchange rates associated with inventory purchases denominated in foreign currencies. Although these foreign exchange contracts have not been designated as hedges as required in order to apply hedge accounting, the contracts are effective from an economic perspective. The changes in the fair value of these contracts are recorded in earnings immediately. A gain of $0.5 million and $76,000 is included in selling, general and administrative expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2014, respectively. | |||||||||
The aggregate gross notional amount of foreign exchange contracts at September 30, 2014 was $6.0 million. The fair value of the Company’s foreign exchange contracts was a liability of $27,000 and is included within other long-term liabilities in the condensed consolidated balance sheet. The fair value of the derivatives have been obtained from the counterparties to the agreements and were based on Level 2 observable inputs using proprietary models and estimates about relevant future market conditions. | |||||||||
Employee Healthcare | ' | ||||||||
Employee Healthcare | |||||||||
The Company self-insures certain portions of its health insurance plan. The Company maintains an accrual for unpaid claims and estimated claims incurred but not yet reported (“IBNR”). Although management believes that it uses the best information available to estimate claims IBNR, actual claims may vary significantly from estimated claims. | |||||||||
Restructuring Expenses | ' | ||||||||
Restructuring Expenses | |||||||||
Costs associated with restructuring activities are recorded at fair value when a liability has been incurred. A liability has been incurred at the point of closure for any remaining operating lease obligations and at the communication date for severance. | |||||||||
In May 2014, the Company commenced a plan to consolidate its customer service and call center functions and eliminated certain employee positions in connection with this consolidation. The Company recorded $125,000 of restructuring expenses during the nine months ended September 30, 2014 related to the execution of this plan. | |||||||||
In April 2013, the Company commenced a plan to close the Fred® & Friends distribution center and eliminate certain employee positions in conjunction with the closure, which was completed as of December 31, 2013. The Company recorded $367,000 of restructuring expenses during the nine months ended September 30, 2013 related to the execution of this plan. | |||||||||
New Accounting Pronouncements | ' | ||||||||
New Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016 and can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of the adoption, with early application not permitted. The Company is currently determining its implementation approach and assessing the impact, if any, on the condensed consolidated financial statements. | |||||||||
Effective January 1, 2013, the Company adopted ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income (e.g., net periodic pension benefit cost), an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. In connection with the adoption of this standard, the Company added additional disclosure about the Company’s accumulated other comprehensive income to Note K of its financial statements. |
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Components of Inventory | ' | ||||||||
The components of inventory are as follows: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Finished goods | $ | 166,958 | $ | 108,340 | |||||
Work in process | 1,840 | 1,966 | |||||||
Raw materials | 1,522 | 2,485 | |||||||
Total | $ | 170,320 | $ | 112,791 | |||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Unaudited Pro Forma Include the Historical Statement of Operation | ' | ||||||||||||||||
The following table presents the Company’s pro forma consolidated net sales and income (loss) before income taxes and equity in earnings for the three and nine months ended September 30, 2014 and 2013. The unaudited pro forma results include the historical statements of operations information of the Company and of Kitchen Craft, giving effect to the Kitchen Craft acquisition and related financing as if they had occurred at the beginning of the period presented. As described below under “Other Acquisitions,” the Company consummated certain other acquisitions during the nine months ended September 30, 2014; however the Company has not included the results prior to their acquisition in these pro forma results as the impact would not have been material. | |||||||||||||||||
Unaudited pro forma results | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Net Sales | $ | 162,244 | $ | 156,741 | $ | 395,976 | $ | 381,035 | |||||||||
Income (loss) before income taxes and equity in earnings | 6,730 | 10,042 | (130 | ) | 8,112 | ||||||||||||
Net income (loss) | (1,586 | ) | 899 | (6,573 | ) | 95 | |||||||||||
Basic earnings (loss) per common share | (0.12 | ) | 0.06 | (0.49 | ) | 0.01 | |||||||||||
Diluted earnings (loss) per common share | $ | (0.12 | ) | $ | 0.06 | $ | (0.49 | ) | $ | 0.01 | |||||||
Thomas Plant | ' | ||||||||||||||||
Purchase Price | ' | ||||||||||||||||
The purchase price has been determined to be as follows (in thousands): | |||||||||||||||||
Cash | $ | 61,302 | |||||||||||||||
Share consideration issued(1) | 8,382 | ||||||||||||||||
Value of contingent consideration(2) | 2,488 | ||||||||||||||||
Working capital adjustment(3) | 374 | ||||||||||||||||
Total purchase price | $ | 72,546 | |||||||||||||||
-1 | Share consideration issued is valued at the closing market price discounted to account for lack of marketability related to the lock up period as described in the share purchase agreement. | ||||||||||||||||
-2 | The value of contingent consideration represents the present value of the estimated payments related to the attainment of certain financial targets for the years 2014 through 2016. The maximum undiscounted contingent consideration to be paid on the agreement is £5.5 million ($9.0 million). | ||||||||||||||||
-3 | A working capital adjustment was made in May 2014 as provided for in the share purchase agreement. | ||||||||||||||||
The purchase price was allocated based on the Company’s preliminary estimate of the fair value of the assets acquired and liabilities assumed, as follows (in thousands): | |||||||||||||||||
Purchase Price | |||||||||||||||||
Allocation | |||||||||||||||||
Accounts Receivable (1) | $ | 14,267 | |||||||||||||||
Inventory | 17,912 | ||||||||||||||||
Other assets | 4,054 | ||||||||||||||||
Other liabilities | (10,242 | ) | |||||||||||||||
Deferred income tax | (8,805 | ) | |||||||||||||||
Goodwill and other intangibles | 55,360 | ||||||||||||||||
Total allocated value | $ | 72,546 | |||||||||||||||
-1 | The fair value of accounts receivable approximated the gross contractual amounts receivable. |
INVESTMENTS_Tables
INVESTMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Summarized Statement of Income Information for Vasconia in USD and MXN | ' | ||||||||||||||||
Summarized statement of income information for Vasconia in USD and MXN is as follows: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
USD | MXN | USD | MXN | ||||||||||||||
Net Sales | $ | 45,635 | $ | 598,197 | $ | 37,306 | $ | 481,222 | |||||||||
Gross Profit | 8,173 | 107,134 | 6,215 | 80,167 | |||||||||||||
Income (loss) from operations | 1,720 | 22,547 | (131 | ) | (1,686 | ) | |||||||||||
Net Income (loss) | 1,173 | 15,381 | (853 | ) | (11,003 | ) | |||||||||||
Nine Months Ended | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
USD | MXN | USD | MXN | ||||||||||||||
Net Sales | $ | 137,348 | $ | 1,799,920 | $ | 116,117 | $ | 1,472,703 | |||||||||
Gross Profit | 24,989 | 327,454 | 20,085 | 254,861 | |||||||||||||
Income from operations | 5,697 | 74,628 | 1,423 | 18,172 | |||||||||||||
Net Income | 2,649 | 34,575 | 1,794 | 22,273 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Components of Intangible Assets | ' | ||||||||||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Amortization | Amortization | ||||||||||||||||||||||||
Goodwill | $ | 18,515 | $ | — | $ | 18,515 | $ | 5,085 | $ | — | $ | 5,085 | |||||||||||||
Indefinite-lived intangible assets: | |||||||||||||||||||||||||
Trade names | 14,980 | — | 14,980 | 18,364 | — | 18,364 | |||||||||||||||||||
Finite-lived intangible assets: | |||||||||||||||||||||||||
Licenses | 15,847 | (7,893 | ) | 7,954 | 15,847 | (7,551 | ) | 8,296 | |||||||||||||||||
Trade names | 22,384 | (3,939 | ) | 18,445 | 10,056 | (2,677 | ) | 7,379 | |||||||||||||||||
Customer relationships | 50,641 | (5,717 | ) | 44,924 | 18,406 | (2,736 | ) | 15,670 | |||||||||||||||||
Other | 1,202 | (380 | ) | 822 | 584 | (229 | ) | 355 | |||||||||||||||||
Total | $ | 123,569 | $ | (17,929 | ) | $ | 105,640 | $ | 68,342 | $ | (13,193 | ) | $ | 55,149 | |||||||||||
Summary of Activities Relating to Intangible Assets | ' | ||||||||||||||||||||||||
A summary of the activities related to the Company’s intangible assets for the nine months ended September 30, 2014 consists of the following (in thousands): | |||||||||||||||||||||||||
Goodwill and Intangible Assets, December 31, 2013 | $ | 55,149 | |||||||||||||||||||||||
Impairment of trade names | (3,384 | ) | |||||||||||||||||||||||
Goodwill acquired | 13,430 | ||||||||||||||||||||||||
Intangibles acquired | 45,181 | ||||||||||||||||||||||||
Amortization | (4,736 | ) | |||||||||||||||||||||||
Goodwill and Intangible Assets, September 30, 2014 | $ | 105,640 | |||||||||||||||||||||||
STOCK_COMPENSATION_Tables
STOCK COMPENSATION (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Summary of Stock Option Activity and Related Information | ' | ||||||||||||||||
A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2014 is as follows: | |||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
average | average | intrinsic | |||||||||||||||
exercise | remaining | value | |||||||||||||||
price | contractual | ||||||||||||||||
life (years) | |||||||||||||||||
Options outstanding, January 1, 2014 | 2,371,650 | $ | 12.75 | ||||||||||||||
Grants | 394,400 | 18.83 | |||||||||||||||
Exercises | (339,331 | ) | 8.44 | ||||||||||||||
Cancellations | (32,200 | ) | 12.23 | ||||||||||||||
Expirations | (17,000 | ) | 21.67 | ||||||||||||||
Options outstanding, September 30, 2014 | 2,377,519 | 14.32 | 6.19 | $ | 7,681,733 | ||||||||||||
Options exercisable, September 30, 2014 | 1,527,594 | 13.87 | 4.97 | $ | 6,148,510 | ||||||||||||
INCOME_LOSS_PER_COMMON_SHARE_T
INCOME (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Calculations of Basic and Diluted Income (Loss) per Common Share | ' | ||||||||||||||||
The calculations of basic and diluted income (loss) per common share for the three and nine month periods ended September 30, 2014 and 2013 are as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net income (loss) – basic and diluted | $ | (1,586 | ) | $ | 1,093 | (7,717 | ) | $ | (107 | ) | |||||||
Weighted-average shares outstanding – basic | 13,619 | 12,707 | 13,460 | 12,758 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Stock options | — | 339 | — | — | |||||||||||||
Weighted-average shares outstanding – diluted | 13,619 | 13,046 | 13,460 | 12,758 | |||||||||||||
Basic income (loss) per common share | $ | (0.12 | ) | $ | 0.09 | $ | (0.57 | ) | $ | (0.01 | ) | ||||||
Diluted income (loss) per common share | $ | (0.12 | ) | $ | 0.08 | $ | (0.57 | ) | $ | (0.01 | ) | ||||||
BUSINESS_SEGMENTS_Tables
BUSINESS SEGMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting Information | ' | ||||||||||||||||
The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of its operations. While the three segments distribute similar products, the segments have been distinct due to the different methods the Company uses to sell, market and distribute the products. Management evaluates the performance of the U.S. Wholesale, International and Retail Direct segments based on net sales and income (loss) from operations. Such measures give recognition to specifically identifiable operating costs such as cost of sales, distribution expenses and selling, general and administrative expenses. Certain general and administrative expenses, such as senior executive salaries and benefits, stock compensation, director fees and accounting, legal and consulting fees, are not allocated to the specific segments and are reflected as unallocated corporate expenses. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net sales | |||||||||||||||||
U.S. Wholesale | $ | 125,341 | $ | 128,143 | $ | 296,155 | $ | 299,457 | |||||||||
International | 33,247 | 10,360 | 87,969 | 25,433 | |||||||||||||
Retail Direct | 3,656 | 3,726 | 11,852 | 12,972 | |||||||||||||
Total net sales | $ | 162,244 | $ | 142,229 | $ | 395,976 | $ | 337,862 | |||||||||
Income (loss) from operations | |||||||||||||||||
U.S. Wholesale | $ | 9,919 | $ | 15,294 | $ | 13,096 | $ | 23,671 | |||||||||
International | 2,141 | 213 | 1,226 | (2,185 | ) | ||||||||||||
Retail Direct | (372 | ) | (267 | ) | (1,088 | ) | (533 | ) | |||||||||
Unallocated corporate expenses | (3,260 | ) | (3,547 | ) | (10,160 | ) | (9,363 | ) | |||||||||
Total income from operations | $ | 8,428 | $ | 11,693 | $ | 3,074 | $ | 11,590 | |||||||||
Depreciation and amortization | |||||||||||||||||
U.S. Wholesale | $ | (1,888 | ) | $ | (2,161 | ) | $ | (6,409 | ) | $ | (6,340 | ) | |||||
International | (1,373 | ) | (290 | ) | (4,054 | ) | (1,170 | ) | |||||||||
Retail Direct | (38 | ) | (66 | ) | (165 | ) | (197 | ) | |||||||||
Total depreciation and amortization | $ | (3,299 | ) | $ | (2,517 | ) | $ | (10,628 | ) | $ | (7,707 | ) | |||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
U.S. Wholesale | $ | 316,369 | $ | 291,757 | |||||||||||||
International | 130,873 | 35,365 | |||||||||||||||
Retail Direct | 507 | 730 | |||||||||||||||
Unallocated/ Corporate/ Other | 8,915 | 8,887 | |||||||||||||||
Total assets | $ | 456,664 | $ | 336,739 | |||||||||||||
OTHER_Tables
OTHER (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Cash Dividends Declared | ' | ||||||||||||||||
Dividends declared in the nine months ended September 30, 2014 are as follows: | |||||||||||||||||
Dividend per share | Date declared | Date of record | Payment date | ||||||||||||||
$ 0.03750 | 11-Mar-14 | 1-May-14 | 15-May-14 | ||||||||||||||
$ 0.03750 | 19-Jun-14 | 1-Aug-14 | 15-Aug-14 | ||||||||||||||
$ 0.03750 | 29-Jul-14 | 31-Oct-14 | 14-Nov-14 | ||||||||||||||
Dividends declared in the nine months ended September 30, 2013 are as follows: | |||||||||||||||||
Dividend per share | Date declared | Date of record | Payment date | ||||||||||||||
$ 0.03125 | 12-Mar-13 | 1-May-13 | 15-May-13 | ||||||||||||||
$ 0.03125 | 13-Jun-13 | 1-Aug-13 | 15-Aug-13 | ||||||||||||||
$ 0.03125 | 2-Aug-13 | 1-Nov-13 | 15-Nov-13 | ||||||||||||||
Supplemental Cash Flow Information | ' | ||||||||||||||||
Supplemental cash flow information | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Supplemental disclosure of cash flow information: | |||||||||||||||||
Cash paid for interest | $ | 3,664 | $ | 2,742 | |||||||||||||
Cash paid for taxes | 4,771 | 4,891 | |||||||||||||||
Non-cash investing activities: | |||||||||||||||||
Translation adjustment | $ | 1,577 | $ | 190 | |||||||||||||
Components of Accumulated Other Comprehensive Loss, Net | ' | ||||||||||||||||
Components of accumulated other comprehensive loss, net | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Accumulated translation adjustment: | |||||||||||||||||
Balance at beginning of period | $ | (1,212 | ) | $ | (3,194 | ) | $ | (2,944 | ) | $ | (2,804 | ) | |||||
Translation gain (loss) during period | (3,309 | ) | 200 | (1,577 | ) | (190 | ) | ||||||||||
Balance at end of period | $ | (4,521 | ) | $ | (2,994 | ) | $ | (4,521 | ) | $ | (2,994 | ) | |||||
Accumulated deferred losses on cash flow hedges: | |||||||||||||||||
Balance at beginning of period | $ | (65 | ) | $ | (28 | ) | $ | (31 | ) | $ | (272 | ) | |||||
Derivative fair value adjustment, net of taxes of $49 and $32 for the three months ended September 30, 2014 and 2013, respectively, and $26 and $131 for the nine months ended September 30, 2014 and 2013, respectively | 73 | (48 | ) | 39 | 196 | ||||||||||||
Balance at end of period | $ | 8 | $ | (76 | ) | $ | 8 | $ | (76 | ) | |||||||
Accumulated effect of retirement benefit obligations: | |||||||||||||||||
Balance at beginning of period | $ | (731 | ) | $ | (1,134 | ) | $ | (745 | ) | $ | (1,160 | ) | |||||
Amounts reclassified from accumulated other comprehensive loss: (1) | |||||||||||||||||
Amortization of actuarial losses, net of taxes of $5 and $8 for the three months ended September 30, 2014 and 2013, respectively, and $14 and $27 for the nine months ended September 30, 2014 and 2013, respectively | 7 | 14 | 21 | 40 | |||||||||||||
Balance at end of period | $ | (724 | ) | $ | (1,120 | ) | $ | (724 | ) | $ | (1,120 | ) | |||||
Total accumulated other comprehensive loss at end of period | $ | (5,237 | ) | $ | (4,190 | ) | $ | (5,237 | ) | $ | (4,190 | ) | |||||
-1 | Amounts are recorded in selling, general and administrative expense on the Condensed consolidated statements of operations. |
Recovered_Sheet1
Basis of Presentation and Summary Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage of total annual net sales in the third and fourth quarters | ' | ' | ' | ' | 61.00% | 58.00% |
Shipping and handling revenue | $219,000 | $266,000 | $900,000 | $918,000 | ' | ' |
Derivative fair value adjustment gain (loss), net of tax | 73,000 | -48,000 | 39,000 | 196,000 | ' | ' |
Restructuring expenses | ' | 79,000 | 125,000 | 367,000 | ' | ' |
Foreign exchange contract | Selling, general and administrative expenses | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Change in fair value recorded in earnings | 500,000 | ' | 76,000 | ' | ' | ' |
Other Long Term Liabilities | Foreign exchange contract | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Notional amount | 6,000,000 | ' | 6,000,000 | ' | ' | ' |
Fair value of derivative instruments, liability | 27,000 | ' | 27,000 | ' | ' | ' |
Fair Value, Observable inputs, Level 2 | Accrued Expenses and Other Long-Term Liabilities | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Fair value of derivative instruments, liability | 54,000 | ' | 54,000 | ' | 54,000 | ' |
Fair Value, Observable inputs, Level 2 | Other Current Assets and Other Long-Term Assets | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Fair value of derivative instruments, asset | 12,000 | ' | 12,000 | ' | 12,000 | ' |
Interest Rate Swap Agreements | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Commencement date | ' | ' | '2013-03 | ' | ' | ' |
Expiry date | ' | ' | 30-Jun-18 | ' | ' | ' |
Derivative fair value adjustment gain (loss), net of tax | 73,000 | -48,000 | 39,000 | 196,000 | ' | ' |
Interest Rate Swap Agreements | Cash Flow Hedging | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Notional amount | $26,700,000 | ' | $26,700,000 | ' | ' | ' |
Components_of_Inventory_Detail
Components of Inventory (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Finished goods | $166,958 | $108,340 |
Work in process | 1,840 | 1,966 |
Raw materials | 1,522 | 2,485 |
Total | $170,320 | $112,791 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||
Jan. 15, 2014 | Jan. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Thomas Plant | Other Acquisitions | |
USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | Subsequent Event | Subsequent Event | Cost of Sales | USD ($) | |
USD ($) | GBP (£) | USD ($) | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity interests acquired | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' |
Business acquisition cash paid | $61,500,000 | £ 37,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, issuance of common stock shares | 581,432 | 581,432 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, common stock value | 9,000,000 | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, contingent cash consideration payable | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | 5,500,000 | ' | ' | ' | ' |
Projected benefit obligation | ' | ' | 11,700,000 | ' | 11,700,000 | ' | 7,100,000 | ' | ' | ' | ' | ' | ' |
Discount rate of obligation plan | ' | ' | 3.30% | ' | 3.30% | ' | ' | ' | ' | ' | ' | ' | ' |
Additional payment on plan settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 1,500,000 | ' | ' |
Net impact on plan settlements | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Net periodic benefit cost | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | 16,800,000 | ' | 47,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Income from operations | ' | ' | 1,600,000 | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination increase in fair value of inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' |
Amortization of intangible assets | ' | ' | ' | 900,000 | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' |
Elimination of acquisition costs | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense and Debt Issuance Cost | ' | ' | ' | 400,000 | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' |
Adjustment to compensation expense | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition cash paid | $61,302,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,300,000 |
Purchase_Price_of_Acquisition_
Purchase Price of Acquisition (Detail) (Thomas Plant, USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Jan. 15, 2014 | |
Thomas Plant | ' | |
Business Acquisition [Line Items] | ' | |
Cash | $61,302 | |
Share consideration issued | 8,382 | [1] |
Value of contingent consideration | 2,488 | [2] |
Working capital adjustment | 374 | [3] |
Total purchase price | $72,546 | |
[1] | Share consideration issued is valued at the closing market price discounted to account for lack of marketability related to the lock up period as described in the share purchase agreement. | |
[2] | The value of contingent consideration represents the present value of the estimated payments related to the attainment of certain financial targets for the years 2014 through 2016. The maximum undiscounted contingent consideration to be paid on the agreement is £5.5 million ($9.0 million). | |
[3] | A working capital adjustment was made in May 2014 as provided for in the share purchase agreement. |
Purchase_Price_of_Acquisition_1
Purchase Price of Acquisition (Parenthetical) (Detail) (Thomas Plant) | Jan. 15, 2014 | Jan. 15, 2014 |
In Millions, unless otherwise specified | USD ($) | GBP (£) |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, contingent cash consideration payable | $9 | £ 5.5 |
Summary_of_Purchase_Price_Allo
Summary of Purchase Price Allocated Based on Estimated Fair Value of Assets and Liabilities (Detail) (USD $) | Jan. 15, 2014 | |
In Thousands, unless otherwise specified | ||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ' | |
Accounts Receivable | $14,267 | [1] |
Inventory | 17,912 | |
Other assets | 4,054 | |
Other liabilities | -10,242 | |
Deferred income tax | -8,805 | |
Goodwill and other intangibles | 55,360 | |
Total allocated value | $72,546 | |
[1] | The fair value of accounts receivable approximated the gross contractual amounts receivable. |
Unaudited_Pro_Forma_Include_th
Unaudited Pro Forma Include the Historical Statement of Operation (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Acquisition, Pro Forma Information [Line Items] | ' | ' | ' | ' |
Net Sales | $162,244 | $156,741 | $395,976 | $381,035 |
Income (loss) before income taxes and equity in earnings | 6,730 | 10,042 | -130 | 8,112 |
Net income (loss) | ($1,586) | $899 | ($6,573) | $95 |
Basic earnings (loss) per common share | ($0.12) | $0.06 | ($0.49) | $0.01 |
Diluted earnings (loss) per common share | ($0.12) | $0.06 | ($0.49) | $0.01 |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Feb. 29, 2012 | |
Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | HCA | HCA | HCA | GS Internacional S/A | GS Internacional S/A | Grand Venture | Grand Venture | Grand Venture | Grand Venture | Grand Venture | Grand Venture | |||||
Transaction 02 | Transaction 02 | Transaction 02 | Transaction 02 | |||||||||||||||||||||
Minimum | Minimum | Maximum | Maximum | |||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership in equity method investment | ' | ' | ' | ' | 30.00% | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | 40.00% | 40.00% | ' | ' | ' | ' | ' | 50.00% |
Exchange rate at period end - MXN to USD | ' | ' | ' | ' | 13.49 | ' | 13.49 | ' | 13.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average daily exchange rate for period - MXN to USD | ' | ' | ' | ' | 13.11 | 12.9 | ' | ' | ' | 13.05 | 12.41 | 13.11 | 12.77 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in equity method investment | ' | ' | ' | ' | ' | ' | $1,300,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related party | ' | ' | ' | ' | 117,000 | ' | 117,000 | ' | 152,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in earnings (losses), net of taxes | -5,193,000 | -5,451,000 | -5,360,000 | -5,113,000 | 300,000 | -5,300,000 | 600,000 | -4,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,000 | 21,000 | 73,000 | 58,000 | ' | ' |
Impairment on equity method investment, net of tax | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,200,000 | 5,200,000 | ' | ' | ' | ' | ' | ' |
Fair value of investment | ' | ' | ' | ' | 33,500,000 | ' | 33,500,000 | ' | 35,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of investment | ' | ' | ' | ' | 30,500,000 | ' | 30,500,000 | ' | 30,500,000 | ' | ' | ' | ' | 129,000 | 144,000 | ' | ' | ' | 265,000 | ' | 265,000 | ' | 287,000 | ' |
Payment for equity method investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $105,000 | ' | ' | ' | ' | ' | ' | ' | $500,000 |
Summarized_Statement_of_Income
Summarized Statement of Income Information for Vasconia in USD and MXN (Detail) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 |
USD ($) | USD ($) | USD ($) | USD ($) | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | Grupo Vasconia S.A.B. | |
USD ($) | MXN | USD ($) | MXN | USD ($) | MXN | USD ($) | MXN | |||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $162,244 | $142,229 | $395,976 | $337,862 | $45,635 | 598,197 | $37,306 | 481,222 | $137,348 | 1,799,920 | $116,117 | 1,472,703 |
Gross Profit | 57,923 | 51,277 | 143,107 | 123,945 | 8,173 | 107,134 | 6,215 | 80,167 | 24,989 | 327,454 | 20,085 | 254,861 |
Income (loss) from operations | 8,428 | 11,693 | 3,074 | 11,590 | 1,720 | 22,547 | -131 | -1,686 | 5,697 | 74,628 | 1,423 | 18,172 |
Net income (loss) | ($1,586) | $1,093 | ($7,717) | ($107) | $1,173 | 15,381 | ($853) | -11,003 | $2,649 | 34,575 | $1,794 | 22,273 |
Components_of_Intangible_Asset
Components of Intangible Assets (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Goodwill, Gross | $18,515 | $5,085 |
Goodwill, Accumulated Amortization | ' | ' |
Goodwill, Net | 18,515 | 5,085 |
Indefinite-Lived Trade Names, Gross | 14,980 | 18,364 |
Indefinite-Lived Trade Names, Accumulated Amortization | ' | ' |
Indefinite-Lived Trade Names, Net | 14,980 | 18,364 |
Intangible Assets, Gross (Including Goodwill) | 123,569 | 68,342 |
Finite-Lived Intangible Assets, Accumulated Amortization | -17,929 | -13,193 |
Intangible Assets, Net (Including Goodwill) | 105,640 | 55,149 |
License | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 15,847 | 15,847 |
Finite-Lived Intangible Assets, Accumulated Amortization | -7,893 | -7,551 |
Finite-Lived Intangible Assets, Net | 7,954 | 8,296 |
Trade Names | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 22,384 | 10,056 |
Finite-Lived Intangible Assets, Accumulated Amortization | -3,939 | -2,677 |
Finite-Lived Intangible Assets, Net | 18,445 | 7,379 |
Customer Relationships | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 50,641 | 18,406 |
Finite-Lived Intangible Assets, Accumulated Amortization | -5,717 | -2,736 |
Finite-Lived Intangible Assets, Net | 44,924 | 15,670 |
Other | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 1,202 | 584 |
Finite-Lived Intangible Assets, Accumulated Amortization | -380 | -229 |
Finite-Lived Intangible Assets, Net | $822 | $355 |
Summary_of_Activities_Relating
Summary of Activities Relating to Intangible Assets (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Intangible Assets And Goodwill [Line Items] | ' | ' |
Goodwill and intangible assets, Beginning Balance | ' | $55,149 |
Impairment of trade names | -3,384 | -3,384 |
Goodwill acquired | ' | 13,430 |
Intangibles acquired | ' | 45,181 |
Amortization | ' | -4,736 |
Goodwill and Intangible Assets, Ending Balance | $105,640 | $105,640 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (Discounted Cash Flows Approach, USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 01, 2014 | Oct. 01, 2014 |
Subsequent Event | Subsequent Event | |||
Fair Value, Inputs, Level 3 | Fair Value, Inputs, Level 3 | |||
Trade Names | Trade Names | |||
Minimum | Maximum | |||
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' |
Indefinite-lived intangible assets impairment, discount rate | ' | ' | 14.00% | 15.50% |
Indefinite-lived intangible assets impairment, growth rate | ' | ' | 2.50% | 3.00% |
Decrease in carrying value of trade name | $3.40 | $3.40 | ' | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
USD ($) | Second Amended and Restated Credit Agreement | Amended And Restated Credit Agreement | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | HSBC Facility | HSBC Facility | |
USD ($) | USD ($) | Minimum | Maximum | Multi-currency Borrowings | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Alternate Base Rate | Alternate Base Rate | Alternate Base Rate | Euro Dollar Rate | Euro Dollar Rate | Amended And Restated Credit Agreement | Alternate Base Rate Spread | Alternate Base Rate Spread | Eurocurrency Rate Spread | Eurocurrency Rate Spread | USD ($) | CNY | |||
USD ($) | USD ($) | At any time any Term Loan is outstanding or at any time no Term Loan is outstanding and availability under the Revolving Credit Facility is less than $17.5 million and continuing until availability of at least $20.0 million is maintained for three consecutive months, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 for each four consecutive fiscal quarter period. | Each fiscal quarter end in 2015 | Each fiscal quarter ending thereafter | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | USD ($) | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | Amended And Restated Credit Agreement | |||||||||||
USD ($) | Each fiscal quarter end during 2014 | Minimum | Maximum | Minimum | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, maturity date | ' | '2019-01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, maximum borrowing capacity | ' | ' | ' | $175,000,000 | ' | ' | $40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,900,000 | 18,000,000 |
New Term Loan facility | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility interest rate description | ' | ' | ' | 'Each borrowing under the Revolving Credit Facility bears interest, at the Company's option, at one of the following rates (i) the Alternate Base Rate, defined as the greater of the Prime Rate, Federal Funds Rate plus 0.5% or the Adjusted LIBO Rate plus 1.0%, plus a margin of 0.75% to 1.25%, or (ii) the Eurodollar Rate, defined as the Adjusted LIBO Rate plus a margin of 1.75% to 2.25%. The respective margins are based upon availability which is a function of usage and the borrowing base. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate above federal funds rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate above adjusted LIBOR rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | 1.25% | 1.75% | 2.25% | ' | 3.00% | 3.50% | 4.00% | 4.50% | ' | ' |
Interest rates on outstanding borrowings | ' | ' | ' | ' | 2.13% | 4.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.44% | 6.44% |
Percentage of line of credit facility unused capacity commitment fee | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Open letters of credit | ' | ' | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowing under credit facility | 951,000 | ' | ' | 113,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,500,000 | ' | ' | ' | ' | 951,000 | 5,900,000 |
Availability under revolving credit facility | ' | ' | ' | 57,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of capital stock of foreign subsidiaries pledged as collateral | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility terms | ' | ' | ' | ' | ' | ' | ' | 'The Second Amended and Restated Credit Agreement provides for customary restrictions and events of default. Restrictions include limitations on additional indebtedness, acquisitions, investments and payment of dividends, among other things. Further, the Second Amended and Restated Credit Agreement provides that at any time any Term Loan is outstanding or at any time no Term Loan is outstanding and availability under the Revolving Credit Facility is less than $17.5 million and continuing until availability of at least $20.0 million is maintained for three consecutive months, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 for each four consecutive fiscal quarter periods. The Second Amended and Restated Credit Agreement also provides that when the Term Loan is outstanding, the Company is required to maintain a Senior Leverage Ratio within defined parameters not to exceed 4.00 to 1.00 at the fiscal quarter ending September 30, 2014; 4.25 to 1.00 at the fiscal quarter ending December 31, 2014; 3.50 to 1.00 at each fiscal quarter end in 2015; and 2.50 to 1.00 at each fiscal quarter end thereafter; provided that for any fiscal quarter ending on September 30 of any year, the maximum Senior Leverage Ratio specified above shall be increased by an additional 0.25:1.00. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum availability under revolving credit to maintain minimum fixed charge ratio for four consecutive months | ' | ' | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum availability under revolving credit to maintain minimum fixed charge ratio for three consecutive months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425.00% | 350.00% | ' | 400.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in senior leverage ratio | ' | ' | ' | ' | ' | ' | ' | 250.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum senior leverage ratio | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Stock_Option_Detail
Summary of Stock Option (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Options | ' |
Beginning balance | 2,371,650 |
Grants | 394,400 |
Exercises | -339,331 |
Cancellations | -32,200 |
Expirations | -17,000 |
Ending balance | 2,377,519 |
Options exercisable at End of Period | 1,527,594 |
Weighted-average exercise price | ' |
Beginning balance | $12.75 |
Grants | $18.83 |
Exercises | $8.44 |
Cancellations | $12.23 |
Expirations | $21.67 |
Ending balance | $14.32 |
Options exercisable at End of Period | $13.87 |
Weighted-average remaining contractual life (years) | ' |
Options outstanding, End of Period | '6 years 2 months 9 days |
Options exercisable, End of Period | '4 years 11 months 19 days |
Aggregate intrinsic value | ' |
Options outstanding, End of period | $7,681,733 |
Options exercisable, End of period | $6,148,510 |
Stock_Compensation_Additional_
Stock Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total intrinsic value of stock options exercised | ' | ' | $3,000,000 | $1,700,000 |
Unrecognized stock option compensation cost | 5,600,000 | ' | 5,600,000 | ' |
Weighted-average recognition period | ' | ' | '2 years 8 months 27 days | ' |
Stock compensation expense | 680,000 | 740,000 | 2,133,000 | 2,131,000 |
Options available for grant in period | 276,362 | ' | 276,362 | ' |
Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Weighted-average recognition period | ' | ' | '8 months 12 days | ' |
Restricted stock granted in period | ' | ' | 21,511 | ' |
Restricted stock vesting period | ' | ' | '1 year | ' |
Restricted stock vesting percentage | ' | ' | 100.00% | ' |
Fair value of restricted stock at weighted average grant date | ' | ' | $16.07 | ' |
Unrecognized restricted stock compensation cost | $247,000 | ' | $247,000 | ' |
Calculations_of_Basic_and_Dilu
Calculations of Basic and Diluted Loss per Common Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share Disclosure [Line Items] | ' | ' | ' | ' |
Net income (loss) - basic and diluted | ($1,586) | $1,093 | ($7,717) | ($107) |
Weighted-average shares outstanding - basic | 13,619 | 12,707 | 13,460 | 12,758 |
Effect of dilutive securities: | ' | ' | ' | ' |
Stock options | ' | 339 | ' | ' |
Weighted-average shares outstanding - diluted | 13,619 | 13,046 | 13,460 | 12,758 |
Basic income (loss) per common share | ($0.12) | $0.09 | ($0.57) | ($0.01) |
Diluted income (loss) per common share | ($0.12) | $0.08 | ($0.57) | ($0.01) |
Income_Loss_per_Common_Share_A
Income (Loss) per Common Share - Additional Information (Detail) (Stock Option) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Option | ' | ' | ' | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Diluted Income (Loss) Per Common Share | 2,377,519 | 336,500 | 2,443,481 | 2,476,500 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Examination [Line Items] | ' |
Gross liability for tax positions | $245,000 |
Reduction in Income Tax Liability if Tax Positions Sustained | $245,000 |
Income tax examination years description | 'The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2010. |
State Tax Authority | Minimum | ' |
Income Tax Examination [Line Items] | ' |
Income tax examination year | '2009 |
State Tax Authority | Maximum | ' |
Income Tax Examination [Line Items] | ' |
Income tax examination year | '2013 |
Business_Segments_Additional_I
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable business segment | 3 |
Segment_Reporting_Information_
Segment Reporting Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | $162,244 | $142,229 | $395,976 | $337,862 | ' |
Depreciation and amortization | -3,299 | -2,517 | -10,628 | -7,707 | ' |
Income from operations | 8,428 | 11,693 | 3,074 | 11,590 | ' |
Assets | 456,664 | ' | 456,664 | ' | 336,739 |
U.S. Wholesale | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 125,341 | 128,143 | 296,155 | 299,457 | ' |
Depreciation and amortization | -1,888 | -2,161 | -6,409 | -6,340 | ' |
International | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 33,247 | 10,360 | 87,969 | 25,433 | ' |
Depreciation and amortization | -1,373 | -290 | -4,054 | -1,170 | ' |
Retail Direct | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 3,656 | 3,726 | 11,852 | 12,972 | ' |
Depreciation and amortization | -38 | -66 | -165 | -197 | ' |
Operating Segments | U.S. Wholesale | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Income from operations | 9,919 | 15,294 | 13,096 | 23,671 | ' |
Assets | 316,369 | ' | 316,369 | ' | 291,757 |
Operating Segments | International | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Income from operations | 2,141 | 213 | 1,226 | -2,185 | ' |
Assets | 130,873 | ' | 130,873 | ' | 35,365 |
Operating Segments | Retail Direct | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Income from operations | -372 | -267 | -1,088 | -533 | ' |
Assets | 507 | ' | 507 | ' | 730 |
Unallocated corporate expenses | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Income from operations | -3,260 | -3,547 | -10,160 | -9,363 | ' |
Assets | $8,915 | ' | $8,915 | ' | $8,887 |
Cash_Dividends_Declared_Detail
Cash Dividends Declared (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Dividend Declared [Line Items] | ' | ' | ' | ' |
Dividend per share | $0.04 | $0.03 | $0.11 | $0.09 |
Payment date | 14-Nov-14 | ' | ' | ' |
Dividend Payment 1st | ' | ' | ' | ' |
Dividend Declared [Line Items] | ' | ' | ' | ' |
Dividend per share | ' | ' | $0.04 | $0.03 |
Date declared | ' | ' | 11-Mar-14 | 12-Mar-13 |
Date of record | ' | ' | 1-May-14 | 1-May-13 |
Payment date | ' | ' | 15-May-14 | 15-May-13 |
Dividend Payment 2nd | ' | ' | ' | ' |
Dividend Declared [Line Items] | ' | ' | ' | ' |
Dividend per share | ' | ' | $0.04 | $0.03 |
Date declared | ' | ' | 19-Jun-14 | 13-Jun-13 |
Date of record | ' | ' | 1-Aug-14 | 1-Aug-13 |
Payment date | ' | ' | 15-Aug-14 | 15-Aug-13 |
Dividend Payment 3rd | ' | ' | ' | ' |
Dividend Declared [Line Items] | ' | ' | ' | ' |
Dividend per share | ' | ' | $0.04 | $0.03 |
Date declared | ' | ' | 29-Jul-14 | 2-Aug-13 |
Date of record | ' | ' | 31-Oct-14 | 1-Nov-13 |
Payment date | ' | ' | 14-Nov-14 | 15-Nov-13 |
Other_Additional_Information_D
Other - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Aug. 15, 2014 | 15-May-14 | Feb. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Apr. 30, 2013 | Nov. 05, 2014 | |
Maximum | Subsequent Event | ||||||||
Other [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividend paid | $510,000 | $506,000 | $501,000 | ' | ' | $1,517,000 | $1,117,000 | ' | ' |
Dividend payable | ' | ' | ' | 510,000 | ' | 510,000 | ' | ' | ' |
Dividend payable date | ' | ' | ' | 14-Nov-14 | ' | ' | ' | ' | 13-Feb-15 |
Quarterly dividend declared | ' | ' | ' | $0.04 | $0.03 | $0.11 | $0.09 | ' | $0.04 |
Dividend declaration date | ' | ' | ' | ' | ' | ' | ' | ' | 5-Nov-14 |
Dividend declared, date of record | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jan-15 |
Stock repurchase program authorized amount | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Shares repurchased | ' | ' | ' | 0 | ' | 0 | 245,575 | ' | ' |
Shares repurchased, value | ' | ' | ' | ' | ' | ' | $3,200,000 | ' | ' |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | $3,664 | $2,742 |
Cash paid for taxes | 4,771 | 4,891 |
Non-cash investing activities: | ' | ' |
Translation adjustment | $1,577 | $190 |
Components_of_Accumulated_Othe
Components of Accumulated Other Comprehensive Loss, Net (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | ||||
Accumulated translation adjustment: | ' | ' | ' | ' | ' | ||||
Balance at beginning of period | ($1,212) | ($3,194) | ($2,944) | ($2,804) | ' | ||||
Translation gain (loss) during period | -3,309 | 200 | -1,577 | -190 | ' | ||||
Balance at end of period | -4,521 | -2,994 | -4,521 | -2,994 | ' | ||||
Accumulated deferred losses on cash flow hedges: | ' | ' | ' | ' | ' | ||||
Balance at beginning of period | -65 | -28 | -31 | -272 | ' | ||||
Derivative fair value adjustment, net of taxes of $49 and $32 for the three months ended September 30, 2014 and 2013, respectively, and $26 and $131 for the nine months ended September 30, 2014 and 2013, respectively | 73 | -48 | 39 | 196 | ' | ||||
Balance at end of period | 8 | -76 | 8 | -76 | ' | ||||
Accumulated effect of retirement benefit obligations: | ' | ' | ' | ' | ' | ||||
Balance at beginning of period | -731 | -1,134 | -745 | -1,160 | ' | ||||
Amounts reclassified from accumulated other comprehensive loss: | ' | ' | ' | ' | ' | ||||
Amortization of actuarial losses, net of taxes of $5 and $8 for the three months ended September 30, 2014 and 2013, respectively, and $14 and $27 for the nine months ended September 30, 2014 and 2013, respectively | 7 | [1] | 14 | [1] | 21 | [1] | 40 | [1] | ' |
Balance at end of period | -724 | -1,120 | -724 | -1,120 | ' | ||||
Total accumulated other comprehensive loss at end of period | ($5,237) | ($4,190) | ($5,237) | ($4,190) | ($3,720) | ||||
[1] | Amounts are recorded in selling, general and administrative expense on the Condensed consolidated statements of operations. |
Components_of_Accumulated_Othe1
Components of Accumulated Other Comprehensive Loss, Net (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Derivative fair value adjustment, tax | $49 | $32 | $26 | $131 |
Amortization of actuarial losses, taxes | $5 | $8 | $14 | $27 |