Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | LCUT | |
Entity Registrant Name | LIFETIME BRANDS, INC | |
Entity Central Index Key | 874,396 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,000,171 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 4,956 | $ 5,068 |
Accounts receivable, less allowances of $6,313 at June 30, 2015 and $6,663 at December 31, 2014 | 77,530 | 107,211 |
Inventory (Note A) | 154,244 | 137,924 |
Prepaid expenses and other current assets | 12,719 | 7,914 |
Deferred income taxes (Note H) | 171 | |
TOTAL CURRENT ASSETS | 249,620 | 258,117 |
PROPERTY AND EQUIPMENT, net | 25,999 | 26,801 |
INVESTMENTS (Note C) | 26,697 | 28,155 |
INTANGIBLE ASSETS, net (Note D) | 100,104 | 103,597 |
OTHER ASSETS | 2,947 | 4,732 |
TOTAL ASSETS | 405,367 | 421,402 |
CURRENT LIABILITIES | ||
Current maturity of Credit Agreement Term Loan (Note E) | 20,000 | 10,000 |
Short term loan (Note E) | 115 | 765 |
Accounts payable | 32,691 | 28,694 |
Accrued expenses | 31,174 | 36,961 |
Deferred income taxes (Note H) | 3,219 | 2,293 |
Income taxes payable (Note H) | 5,156 | |
TOTAL CURRENT LIABILITIES | 87,199 | 83,869 |
DEFERRED RENT & OTHER LONG-TERM LIABILITIES | 19,812 | 20,160 |
DEFERRED INCOME TAXES (Note H) | 1,474 | 1,485 |
REVOLVING CREDIT FACILITY (Note E) | 91,308 | 92,655 |
CREDIT AGREEMENT TERM LOAN (Note E) | $ 20,000 | $ 35,000 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.01 par value, shares authorized: 100 shares of Series A and 2,000,000 shares of Series B; none issued and outstanding | ||
Common stock, $.01 par value, shares authorized: 25,000,000; shares issued and outstanding: 14,000,171 at June 30, 2015 and 13,712,081 at December 31, 2014 | $ 140 | $ 137 |
Paid-in capital | 164,034 | 160,315 |
Retained earnings | 32,826 | 37,703 |
Accumulated other comprehensive loss (Note K) | (11,426) | (9,922) |
TOTAL STOCKHOLDERS' EQUITY | 185,574 | 188,233 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 405,367 | $ 421,402 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowances | $ 6,313 | $ 6,663 |
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 | 14,000,171 | 13,712,081 |
Common stock, shares outstanding | 14,000,171 | 13,712,081 |
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 Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | $ 120,935 | $ 115,321 | $ 238,592 | $ 233,732 |
Cost of sales | 77,424 | 74,469 | 150,173 | 148,548 |
Gross margin | 43,511 | 40,852 | 88,419 | 85,184 |
Distribution expenses | 12,547 | 12,460 | 26,030 | 24,806 |
Selling, general and administrative expenses | 31,951 | 31,424 | 65,547 | 65,607 |
Restructuring expenses | 125 | 125 | ||
Loss from operations | (987) | (3,157) | (3,158) | (5,354) |
Interest expense (Note E) | (1,459) | (1,672) | (2,890) | (3,062) |
Financing expense | (154) | |||
Loss on early retirement of debt | (319) | |||
Loss before income taxes and equity in earnings | (2,446) | (4,829) | (6,202) | (8,735) |
Income tax benefit (Note H) | 717 | 1,586 | 2,080 | 2,771 |
Equity in earnings (losses), net of taxes (Note C) | 2 | 41 | 290 | (167) |
NET LOSS | $ (1,727) | $ (3,202) | $ (3,832) | $ (6,131) |
BASIC LOSS PER COMMON SHARE (NOTE G) | $ (0.12) | $ (0.24) | $ (0.28) | $ (0.46) |
DILUTED LOSS PER COMMON SHARE (NOTE G) | (0.12) | (0.24) | (0.28) | (0.46) |
Cash dividends declared per common share | $ 0.0375 | $ 0.0375 | $ 0.0750 | $ 0.0750 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net loss | $ (1,727) | $ (3,202) | $ (3,832) | $ (6,131) |
Other comprehensive income (loss), net of taxes: | ||||
Translation adjustment | 1,198 | 1,042 | (1,507) | 1,732 |
Derivative fair value adjustment | 17 | (43) | (37) | (34) |
Effect of retirement benefit obligations | 20 | 7 | 40 | 14 |
Other comprehensive income (loss), net of taxes | 1,235 | 1,006 | (1,504) | 1,712 |
Comprehensive loss | $ (492) | $ (2,196) | $ (5,336) | $ (4,419) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | $ (3,832) | $ (6,131) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Provision for doubtful accounts | 191 | 156 |
Depreciation and amortization | 7,193 | 7,329 |
Amortization of financing costs | 313 | 311 |
Deferred rent | 503 | (530) |
Stock compensation expense | 1,523 | 1,439 |
Undistributed equity in (earnings) losses, net | (290) | 167 |
Loss on early retirement of debt | 319 | |
Changes in operating assets and liabilities (excluding the effects of business acquisitions) | ||
Accounts receivable | 29,561 | 33,180 |
Inventory | (16,011) | (18,960) |
Prepaid expenses, other current assets and other assets | (2,351) | (4,050) |
Accounts payable, accrued expenses and other liabilities | (663) | (17,356) |
Income taxes payable | (5,513) | (3,277) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 10,624 | (7,403) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (2,881) | (2,713) |
Kitchen Craft acquisition, net of cash acquired | (61,676) | |
Other acquisitions, net of cash acquired | (5,280) | |
NET CASH USED IN INVESTING ACTIVITIES | (2,881) | (69,669) |
FINANCING ACTIVITIES | ||
Proceeds from Revolving Credit Facility | 129,229 | 138,869 |
Repayments of Revolving Credit Facility | (130,571) | (90,853) |
Repayments of Senior Secured Term Loan | (20,625) | |
Proceeds from Credit Agreement Term Loan | 50,000 | |
Repayment of Credit Agreement Term Loan | (5,000) | |
Proceeds from Short Term Loan | 37 | 868 |
Payments on Short Term Loan | (688) | |
Payment of financing costs | (1,375) | |
Proceeds from exercise of stock options | 541 | 1,460 |
Cash dividends paid (Note K) | (1,033) | (1,007) |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (7,485) | 77,337 |
Effect of foreign exchange on cash | (370) | 17 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (112) | 282 |
Cash and cash equivalents at beginning of period | 5,068 | 4,947 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 4,956 | $ 5,229 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
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 ® ® ® ® ® 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, 2014. Operating results for the three and six month periods ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2014 and 2013, net sales for the third and fourth quarters accounted for 60% and 61% 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 $290,000 and $312,000 for the three months ended June 30, 2015 and 2014, respectively, and $699,000 and $682,000 for the six months ended June 30, 2015 and 2014, 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 consists 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: June 30, December 31, (in thousands) Finished goods $ 151,022 $ 134,564 Work in process 1,694 1,887 Raw materials 1,528 1,473 Total $ 154,244 $ 137,924 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, 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 $22.8 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 these periods. 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 income (loss). The effect of recording these derivatives at fair value resulted in an unrealized gain of $17,000 and an unrealized loss of $43,000, net of taxes, for the three months ended June 30, 2015 and 2014, respectively, and an unrealized loss of $37,000 and $34,000, net of taxes, for the six months ended June 30, 2015 and 2014, 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 a liability of $94,000 and $32,000 at June 30, 2015 and December 31, 2014, 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. These foreign exchange contracts have not been designated as hedges as required in order to apply hedge accounting. The changes in the fair value of these contracts are recorded in earnings immediately. A gain of $122,000 is included in selling, general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2015. The aggregate gross notional amount of foreign exchange contracts at June 30, 2015 was $12.0 million. The fair value of the Company’s foreign exchange contracts was an asset of $122,000 and is included within other assets 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. New Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2015 | |
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 a market value of £5.5 million ($9.0 million), at the date of closing. The purchase price also included contingent cash consideration of up to £5.5 million ($9.0 million). 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 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, determined as of the date of the acquisition. The maximum undiscounted contingent consideration to be paid under 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. In April 2015, the Company entered into a Deed of Variation and Settlement with the sellers of Kitchen Craft to amend the calculation and financial targets of the contingent consideration included in the purchase agreement. The maximum undiscounted contingent consideration to be paid remains unchanged at £5.5 million. As a result of the amendment, in April 2015, a charge of £1.0 (approximately $1.5 million) was recorded in selling, general and administration expenses. As of June 30, 2015, the fair value of the amended contingent consideration is £3.2 million (approximately $5.0 million). This valuation is based upon an option pricing approach with level 3 fair value inputs. 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 (which has been completed) and terminate the Plan. There was no impact, nor is there any expected future impact, to the Company’s annual statement of operations in connection with the planned termination of the Plan, which is expected to occur in 2015. The Company’s results of operations for the three and six months ended June 30, 2014 includes the operations of Kitchen Craft for the period from January 15, 2014 to June 30, 2014. Kitchen Craft’s results of operations for the period from January 1, 2014 to January 14, 2014 were immaterial. For the three and six months ended June 30, 2014, the Company’s results from operations reflect a $0.4 million and $0.9 million, respectively, charge in cost of sales for the increase in fair value of Kitchen Craft’s acquired inventory and $0.9 million charge of related acquisition costs. Had these charges not been incurred, the reported net loss would have been $2.9 million and $5.0 million in the three and six months ended June 30, 2014, respectively (basic and diluted per loss per common share of $(0.21) and $(0.37), respectively). |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2015 | |
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. 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 six month periods ended June 30, 2015 and 2014 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 15.68 and MXN 14.74 at June 30, 2015 and December 31, 2014, 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 15.31 and MXN 12.99 during the three months ended June 30, 2015 and 2014, respectively, and MXN 15.13 to 15.19 and MXN 13.00 to 13.10 during the six months ended June 30, 2015 and 2014, respectively. The effect of the translation of the Company’s investment resulted in a decrease to the investment of $0.8 million and an increase to the investment of $0.6 million during the six months ended June 30, 2015 and 2014, respectively (also see Note K). These translation effects are recorded in accumulated other comprehensive loss. Included within accrued expenses at June 30, 2015 are amounts due to Vasconia of $35,000. Included in prepaid expenses and other current assets at December 31, 2014 are amounts due from Vasconia of $33,000. Summarized statement of income information for Vasconia in USD and MXN is as follows: Three Months Ended June 30, 2015 2014 (in thousands) USD MXN USD MXN Net sales $ 49,650 $ 760,472 $ 48,462 $ 629,527 Gross profit 10,646 163,063 8,978 116,624 Income from operations 3,862 59,150 2,223 28,874 Net income 2,318 35,510 1,367 17,756 Six Months Ended June 30, 2015 2014 (in thousands) USD MXN USD MXN Net Sales $ 96,989 $ 1,467,907 $ 91,712 $ 1,201,723 Gross Profit 20,082 304,075 16,816 220,320 Income from operations 6,609 100,198 3,977 52,082 Net Income 3,564 54,122 1,476 19,194 The Company recorded equity in earnings of Vasconia, net of taxes, of $2,000 and $0.3 million for the three months ended June 30, 2015 and 2014, respectively and $0.3 million for the six months ended June 30, 2015 and 2014, respectively. Equity in earnings for the three and six months ended June 30, 2015 includes a deferred tax expense of $0.6 million due to the requirement to record tax benefits for foreign currency translation losses through other comprehensive income (loss), with a corresponding adjustment to deferred tax liabilities. As of June 30, 2015 and December 31, 2014, the fair value (based upon Vasconia’s quoted stock price) of the Company’s investment in Vasconia was $31.5 million and $30.8 million, respectively. The carrying value of the Company’s investment in Vasconia was $26.3 million and $27.8 million as of June 30, 2015 and December 31, 2014, 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 of June 30, 2015 and December 31, 2014, the carrying value of the Company’s investment in GSI was $0 and therefore the Company has not recorded its share of equity in losses in the three and six months ended June 30, 2015. The Company will continue to monitor the operating results of GSI and will record equity in earnings when the equity in earnings exceeds the Company’s previously unrecognized losses. The Company recorded equity in losses of GSI of $234,000 and $447,000, net of taxes for the three and six months ended June 30, 2014, respectively. The Company evaluated the disclosure requirements of ASC Topic No. 860, Transfers and Servicing |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
INTANGIBLE ASSETS | NOTE D — INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): June 30, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Goodwill $ 18,101 $ — $ 18,101 $ 18,101 $ — $ 18,101 Indefinite-lived intangible assets: Trade names 7,616 — 7,616 7,616 — 7,616 Finite-lived intangible assets: Licenses 15,847 (8,235 ) 7,612 15,847 (8,007 ) 7,840 Trade names 29,724 (5,668 ) 24,056 29,768 (4,568 ) 25,200 Customer relationships 50,823 (8,773 ) 42,050 50,823 (6,754 ) 44,069 Other 1,202 (533 ) 669 1,202 (431 ) 771 Total $ 123,313 $ (23,209 ) $ 100,104 $ 123,357 $ (19,760 ) $ 103,597 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2015 | |
DEBT | NOTE E — DEBT Credit Agreement The Company’s Credit Agreement, which expires 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 Term Loan facility of $50.0 million. At June 30, 2015 and December 31, 2014, borrowings outstanding under the Revolving Credit Facility were $91.3 million and $92.7 million, respectively, and open letters of credit were $1.9 million and $2.3 million, respectively. At June 30, 2015, availability under the Revolving Credit Facility was approximately $69.1 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, and may be lower in the first and second quarters when the Company’s inventory level is lower due to seasonality. The Company’s payment obligations under the Revolving Credit Facility are unconditionally guaranteed by each of its existing U.S. subsidiaries and will be unconditionally guaranteed by each of its 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 Credit Agreement and, subject to limitations on such guaranties, 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 the 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 interests consist 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. As of June 30, 2015 and December 31, 2014, $40.0 million and $45.0 million, respectively, was outstanding under the Term Loan. In May 2015 the credit agreement was amended to provide for the prepayment of the Term Loan in 2016, in the amount of the greater of $10.0 million and an amount equal to 50% of the Company’s excess cash flow for the 2015 fiscal year. Interest rates on outstanding borrowings at June, 2015 ranged from 2.125% to 4.6875%. In addition, the Company pays a commitment fee of 0.375% on the unused portion of the Revolving Credit Facility. The 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 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 1.20 to 1.00 for each of four consecutive fiscal quarter periods. The 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 4.50 to 1.00 for each remaining fiscal quarter ending during 2015; 4.00 to 1.00 for each fiscal quarter ending March 31, June 30 and September 30, 2016; and 3.75 to 1.00 for each fiscal quarter ending thereafter. Pursuant to the Credit Agreement, as of June 30, 2015, the maximum additional permitted indebtedness other than certain subordinated indebtedness was $66.0 million. The Company was in compliance with the financial covenants of the Credit Agreement at June 30, 2015. 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 Company’s 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 June 30, 2015, RMB 700,000 ($115,000) was outstanding and the average interest rate was 6.15% under the HSBC Facility. |
STOCK COMPENSATION
STOCK COMPENSATION | 6 Months Ended |
Jun. 30, 2015 | |
STOCK COMPENSATION | NOTE F STOCK COMPENSATION On June 10, 2015, the shareholders of the Company approved the Company’s Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”). The Plan revised the terms and conditions of the 2000 Long-Term Incentive Plan to increase the shares available for grant under the plan by 650,000 shares, permit certain awards under the Plan to continue to qualify for the exemption from the $1.0 million deduction limit under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and include and clarify several features that promote good governance. At June 30, 2015, there were 636,560 shares available for awards that could be granted under the Company’s Amended and Restated 2000 Long-Term Incentive Plan. Option Awards A summary of the Company’s stock option activity and related information for the six months ended June 30, 2015 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2015 2,326,627 $ 14.19 Grants 29,600 15.23 Exercises (84,825 ) 7.95 Cancellations (19,000 ) 15.09 Expirations (16,000 ) 29.96 Options outstanding, June 30, 2015 2,236,402 14.32 5.6 $ 6,084,000 Options exercisable, June 30, 2015 1,704,360 $ 13.82 4.8 $ 5,526,000 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 June 30, 2015. 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 June 30, 2015 and the exercise price. The total intrinsic value of stock options exercised for the six months ended June 30, 2015 and 2014 was $0.6 million and $0.9 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 June 30, 2015, before the effect of income taxes, was $3.9 million and is expected to be recognized over a weighted-average period of 2.3 years. Restricted Stock A summary of the Company’s restricted stock activity and related information for the six months ended June 30, 2015 is as follows: Restricted Weighted- Nonvested restricted shares, January 1, 2015 26,511 $ 15.86 Grants 95,073 14.84 Vested (22,982 ) 16.04 Nonvested restricted shares, June 30, 2015 98,602 $ 14.85 Total unrecognized compensation expense remaining $ 1,360,000 Weighted-average years expected to be recognized over 3.0 The total fair value of restricted stock that vested during the six months ended June 30, 2015 was $350,000. Performance shares During the quarter ended June 30, 2015, awards for performance shares were granted under the Plan. Each performance award represents the right to receive up to 150% of the target number of shares of common stock. The number of shares of common stock earned will be determined based on the attainment of specified performance goals by December 31, 2017, as determined by the Compensation Committee. The shares are subject to the terms and conditions of the Plan. A summary of the Company’s performance-based award activity and related information for the six months ended June 30, 2015 is as follows: Performance- awards Weighted- Nonvested performance-based awards, January 1, 2015 — $ — Grants (at target) 66,650 14.84 Nonvested performance-based awards, June 30, 2015 66,650 $ 14.84 Total unrecognized compensation expense remaining $ 924,000 Weighted-average years expected to be recognized over 2.5 The Company recognized total stock compensation expense of $0.8 million for the three months ended June 30, 2015, of which $0.6 million represents stock option compensation expense and $0.2 million represents restricted stock and performance based compensation expense. For the six months ended June 30, 2015 the Company recognized total stock compensation expense of $1.5 million, of which $1.2 million represents stock option compensation expense, $0.3 million represents restricted stock and performance based stock compensation expense and $53,000 represents stock awards granted in 2015. Total stock compensation expense for the three and six months ended June 30, 2014 was $713,000 and $1.4 million, respectively, of which $623,000 and $1.3 million, respectively, represents stock option compensation expense, and $90,000 and $168,000, respectively, represents restricted stock compensation expense. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2015 | |
LOSS PER COMMON SHARE | NOTE G — LOSS PER COMMON SHARE Basic loss per common share has been computed by dividing net loss by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period. Diluted loss per common share adjusts net loss and basic loss per common share for the effect of all potentially dilutive shares of the Company’s common stock. The calculations of basic and diluted loss per common share for the three and six month periods ended June 30, 2015 and 2014 are as follows: Three Months Ended Six Months Ended 2015 2014 2015 2014 (in thousands, except per share amounts) Net loss – basic and diluted $ (1,727 ) $ (3,202 ) $ (3,832 ) $ (6,131 ) Weighted-average shares outstanding – basic and diluted 13,845 13,483 13,779 13,379 Basic and diluted loss per common share $ (0.12 ) $ (0.24 ) $ (0.28 ) $ (0.46 ) The computation of diluted loss per common share for the three months ended June 30, 2015 excludes options to purchase 2,236,402 shares and 93,602 shares of restricted stock. The computation of diluted loss per common share for the three months ended June 30, 2014 excludes options to purchase 2,591,487 shares. The computation of diluted loss per common share for the six months ended June 30, 2015 excludes options to purchase 2,256,665 shares and 46,801 shares of restricted stock. The computation of diluted loss per common share for the six months ended June 30, 2014 excludes options to purchase 2,476,462 shares. These shares were excluded due to their antidilutive effects. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 is a gross liability of tax and interest of $373,000. The Company believes that $214,000 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 June 30, 2015, the periods subject to examination for the Company’s major state jurisdictions are the years ended 2010 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 six months ended June 30, 2015 and 2014. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 6 Months Ended |
Jun. 30, 2015 | |
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 directly to consumers through its Pfaltzgraff ® ® ® ® ® 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 Six Months Ended 2015 2014 2015 2014 (in thousands) Net sales U.S. Wholesale $ 94,601 $ 85,132 $ 181,122 $ 170,814 International 22,464 26,586 47,829 54,722 Retail Direct 3,870 3,603 9,641 8,196 Total net sales $ 120,935 $ 115,321 $ 238,592 $ 233,732 Income (loss) from operations U.S. Wholesale $ 3,133 $ 768 $ 5,084 $ 3,178 International (1,577 ) (708 ) (2,122 ) (915 ) Retail Direct (358 ) (417 ) (407 ) (716 ) Unallocated corporate expenses (2,185 ) (2,800 ) (5,713 ) (6,901 ) Total loss from operations $ (987 ) $ (3,157 ) $ (3,158 ) $ (5,354 ) Depreciation and amortization U.S. Wholesale $ 2,258 $ 2,314 $ 4,445 $ 4,521 International 1,340 1,339 2,670 2,681 Retail Direct 40 63 78 127 Total depreciation and amortization $ 3,638 $ 3,716 $ 7,193 $ 7,329 June 30, December 31, (in thousands) Assets U.S. Wholesale $ 281,056 $ 287,744 International 117,807 128,055 Retail Direct 376 535 Unallocated/ Corporate/ Other 6,128 5,068 Total assets $ 405,367 $ 421,402 |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
CONTINGENCIES | NOTE J CONTINGENCIES Wallace Silversmiths de Puerto Rico, Ltd. (“Wallace Silversmiths 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 Silversmiths 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 (“CERCLA”). The Company responded to the EPA’s Request for Information on behalf of Wallace Silversmiths de Puerto Rico. In July 2011, Wallace Silversmiths de Puerto Rico received a letter from the EPA requesting access to the property that it leases from PRIDCO to conduct environmental investigation, and the Company granted such access. In February 2013, the EPA requested access to conduct further environmental investigation at the property. PRIDCO agreed to such access and the Company consented. EPA conducted further investigation during 2013 and, in April 2015, the EPA notified the Company and PRIDCO that the results from vapor intrusion sampling required the implementation of measures to mitigate potential exposure to sub-slab soil gas. The Company reviewed the information provided by the EPA and requested that PRIDCO, as the property owner, find and implement a solution acceptable to the EPA. PRIDCO has not agreed to do so. During April 2015, the EPA also advised PRIDCO and the Company that in the coming months they plan to release Remedial Investigation results with respect to the San Germán Groundwater Contamination Site. Following discussions and information submissions by the Company with regard to site history and operations, on June 19, 2015, the EPA provided a letter acknowledging the Company’s agreement to cooperate with the EPA, without admission of fault or liability, to address the sub-slab soil gas contamination at the Wallace Silversmiths de Puerto Rico manufacturing facility site. The Company’s cooperation will be pursuant to a negotiated Administrative Settlement Order on Consent (“Consent Order”) that will explicitly state that undertaking activities pursuant to the Consent Order will neither constitute nor be construed as an admission of liability. In return the EPA has advised the Company that it will be entitled to protection from contribution actions or claims as provided by Sections 113(f)(2) and 122(h)(4) of CERCLA for any work conducted pursuant to the Consent Order. Discussions with EPA regarding such work are ongoing and environmental consultants retained by the Company are in the process of reviewing site documentation to evaluate vapor intrusion mitigation options. The Company is unable to determine what, if any, additional requirements or potential liabilities will result from the EPA’s Remedial Investigation. 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 | 6 Months Ended |
Jun. 30, 2015 | |
OTHER | NOTE K OTHER Cash dividends Dividends declared in the six months ended June 30, 2015 are as follows: Dividend per share Date declared Date of record Payment date $ 0.03750 March 4, 2015 May 1, 2015 May 15, 2015 $ 0.03750 June 10, 2015 July 31, 2015 August 14, 2015 On February 13 and May 15, 2015, the Company paid cash dividends of $514,000 and $520,000, respectively. In the three months ended June 30, 2015, the Company reduced retained earnings for the accrual of $528,000 relating to the dividend payable on August 15, 2015. On August 4, 2015, the Board of Directors declared a quarterly dividend of $0.0425 per share payable on November 13, 2015 to shareholders of record on October 30, 2015. Supplemental cash flow information Six Months Ended June 30, 2015 2014 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 2,423 $ 2,421 Cash paid for taxes 6,288 4,406 Non-cash investing activities: Translation adjustment $ 1,507 $ (1,732 ) Components of accumulated other comprehensive loss, net Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (10,385 ) $ (2,254 ) $ (7,680 ) $ (2,944 ) Translation gain (loss) during period 1,198 1,042 (1,507 ) 1,732 Balance at end of period $ (9,187 ) $ (1,212 ) $ (9,187 ) $ (1,212 ) Accumulated deferred losses on cash flow hedges: Balance at beginning of period $ (72 ) $ (22 ) $ (18 ) $ (31 ) Derivative fair value adjustment, net of taxes of $12 and $29 for the three months ended June 30, 2015 and 2014, respectively, and $25 and $23 for the six months ended June 30, 2015 and 2014, respectively. 17 (43 ) (37 ) (34 ) Balance at end of period $ (55 ) $ (65 ) $ (55 ) $ (65 ) Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (2,204 ) $ (738 ) $ (2,224 ) $ (745 ) Amounts reclassified from accumulated other comprehensive loss: (1) Amortization of actuarial losses, net of taxes of $13 and $5 for the three months ended June 30, 2015 and 2014, respectively, and $26 and $9 for the six months ended June 30, 2015 and 2014, respectively. 20 7 40 14 Balance at end of period $ (2,184 ) $ (731 ) $ (2,184 ) $ (731 ) Total accumulated other comprehensive loss at end of period $ (11,426 ) $ (2,008 ) $ (11,426 ) $ (2,008 ) (1) Amounts are recorded in selling, general and administrative expense on the condensed consolidated statements of operations. |
BASIS OF PRESENTATION AND SUM18
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014. Operating results for the three and six month periods ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2014 and 2013, net sales for the third and fourth quarters accounted for 60% and 61% 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 $290,000 and $312,000 for the three months ended June 30, 2015 and 2014, respectively, and $699,000 and $682,000 for the six months ended June 30, 2015 and 2014, 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 consists 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: June 30, December 31, (in thousands) Finished goods $ 151,022 $ 134,564 Work in process 1,694 1,887 Raw materials 1,528 1,473 Total $ 154,244 $ 137,924 |
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, 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 $22.8 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 these periods. 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 income (loss). The effect of recording these derivatives at fair value resulted in an unrealized gain of $17,000 and an unrealized loss of $43,000, net of taxes, for the three months ended June 30, 2015 and 2014, respectively, and an unrealized loss of $37,000 and $34,000, net of taxes, for the six months ended June 30, 2015 and 2014, 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 a liability of $94,000 and $32,000 at June 30, 2015 and December 31, 2014, 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. These foreign exchange contracts have not been designated as hedges as required in order to apply hedge accounting. The changes in the fair value of these contracts are recorded in earnings immediately. A gain of $122,000 is included in selling, general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2015. The aggregate gross notional amount of foreign exchange contracts at June 30, 2015 was $12.0 million. The fair value of the Company’s foreign exchange contracts was an asset of $122,000 and is included within other assets 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. |
New Accounting Pronouncements | New Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers |
BASIS OF PRESENTATION AND SUM19
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Components of Inventory | The components of inventory are as follows: June 30, December 31, (in thousands) Finished goods $ 151,022 $ 134,564 Work in process 1,694 1,887 Raw materials 1,528 1,473 Total $ 154,244 $ 137,924 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Purchase Price of Acquisition | 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, determined as of the date of the acquisition. The maximum undiscounted contingent consideration to be paid under 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. |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 2014 (in thousands) USD MXN USD MXN Net sales $ 49,650 $ 760,472 $ 48,462 $ 629,527 Gross profit 10,646 163,063 8,978 116,624 Income from operations 3,862 59,150 2,223 28,874 Net income 2,318 35,510 1,367 17,756 Six Months Ended June 30, 2015 2014 (in thousands) USD MXN USD MXN Net Sales $ 96,989 $ 1,467,907 $ 91,712 $ 1,201,723 Gross Profit 20,082 304,075 16,816 220,320 Income from operations 6,609 100,198 3,977 52,082 Net Income 3,564 54,122 1,476 19,194 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Components of Intangible Assets | Intangible assets consist of the following (in thousands): June 30, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Goodwill $ 18,101 $ — $ 18,101 $ 18,101 $ — $ 18,101 Indefinite-lived intangible assets: Trade names 7,616 — 7,616 7,616 — 7,616 Finite-lived intangible assets: Licenses 15,847 (8,235 ) 7,612 15,847 (8,007 ) 7,840 Trade names 29,724 (5,668 ) 24,056 29,768 (4,568 ) 25,200 Customer relationships 50,823 (8,773 ) 42,050 50,823 (6,754 ) 44,069 Other 1,202 (533 ) 669 1,202 (431 ) 771 Total $ 123,313 $ (23,209 ) $ 100,104 $ 123,357 $ (19,760 ) $ 103,597 |
STOCK COMPENSATION (Tables)
STOCK COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information for the six months ended June 30, 2015 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2015 2,326,627 $ 14.19 Grants 29,600 15.23 Exercises (84,825 ) 7.95 Cancellations (19,000 ) 15.09 Expirations (16,000 ) 29.96 Options outstanding, June 30, 2015 2,236,402 14.32 5.6 $ 6,084,000 Options exercisable, June 30, 2015 1,704,360 $ 13.82 4.8 $ 5,526,000 |
Summary of Restricted Stock Activity | A summary of the Company’s restricted stock activity and related information for the six months ended June 30, 2015 is as follows: Restricted Weighted- Nonvested restricted shares, January 1, 2015 26,511 $ 15.86 Grants 95,073 14.84 Vested (22,982 ) 16.04 Nonvested restricted shares, June 30, 2015 98,602 $ 14.85 Total unrecognized compensation expense remaining $ 1,360,000 Weighted-average years expected to be recognized over 3.0 |
Summary of Performance-based Award Activity | A summary of the Company’s performance-based award activity and related information for the six months ended June 30, 2015 is as follows: Performance- awards Weighted- Nonvested performance-based awards, January 1, 2015 — $ — Grants (at target) 66,650 14.84 Nonvested performance-based awards, June 30, 2015 66,650 $ 14.84 Total unrecognized compensation expense remaining $ 924,000 Weighted-average years expected to be recognized over 2.5 |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Calculations of Basic and Diluted Income (Loss) per Common Share | The calculations of basic and diluted loss per common share for the three and six month periods ended June 30, 2015 and 2014 are as follows: Three Months Ended Six Months Ended 2015 2014 2015 2014 (in thousands, except per share amounts) Net loss – basic and diluted $ (1,727 ) $ (3,202 ) $ (3,832 ) $ (6,131 ) Weighted-average shares outstanding – basic and diluted 13,845 13,483 13,779 13,379 Basic and diluted loss per common share $ (0.12 ) $ (0.24 ) $ (0.28 ) $ (0.46 ) |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 Six Months Ended 2015 2014 2015 2014 (in thousands) Net sales U.S. Wholesale $ 94,601 $ 85,132 $ 181,122 $ 170,814 International 22,464 26,586 47,829 54,722 Retail Direct 3,870 3,603 9,641 8,196 Total net sales $ 120,935 $ 115,321 $ 238,592 $ 233,732 Income (loss) from operations U.S. Wholesale $ 3,133 $ 768 $ 5,084 $ 3,178 International (1,577 ) (708 ) (2,122 ) (915 ) Retail Direct (358 ) (417 ) (407 ) (716 ) Unallocated corporate expenses (2,185 ) (2,800 ) (5,713 ) (6,901 ) Total loss from operations $ (987 ) $ (3,157 ) $ (3,158 ) $ (5,354 ) Depreciation and amortization U.S. Wholesale $ 2,258 $ 2,314 $ 4,445 $ 4,521 International 1,340 1,339 2,670 2,681 Retail Direct 40 63 78 127 Total depreciation and amortization $ 3,638 $ 3,716 $ 7,193 $ 7,329 June 30, December 31, (in thousands) Assets U.S. Wholesale $ 281,056 $ 287,744 International 117,807 128,055 Retail Direct 376 535 Unallocated/ Corporate/ Other 6,128 5,068 Total assets $ 405,367 $ 421,402 |
OTHER (Tables)
OTHER (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Cash Dividends Declared | Dividends declared in the six months ended June 30, 2015 are as follows: Dividend per share Date declared Date of record Payment date $ 0.03750 March 4, 2015 May 1, 2015 May 15, 2015 $ 0.03750 June 10, 2015 July 31, 2015 August 14, 2015 |
Supplemental Cash Flow Information | Supplemental cash flow information Six Months Ended June 30, 2015 2014 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 2,423 $ 2,421 Cash paid for taxes 6,288 4,406 Non-cash investing activities: Translation adjustment $ 1,507 $ (1,732 ) |
Components of Accumulated Other Comprehensive Loss, Net | Components of accumulated other comprehensive loss, net Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (10,385 ) $ (2,254 ) $ (7,680 ) $ (2,944 ) Translation gain (loss) during period 1,198 1,042 (1,507 ) 1,732 Balance at end of period $ (9,187 ) $ (1,212 ) $ (9,187 ) $ (1,212 ) Accumulated deferred losses on cash flow hedges: Balance at beginning of period $ (72 ) $ (22 ) $ (18 ) $ (31 ) Derivative fair value adjustment, net of taxes of $12 and $29 for the three months ended June 30, 2015 and 2014, respectively, and $25 and $23 for the six months ended June 30, 2015 and 2014, respectively. 17 (43 ) (37 ) (34 ) Balance at end of period $ (55 ) $ (65 ) $ (55 ) $ (65 ) Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (2,204 ) $ (738 ) $ (2,224 ) $ (745 ) Amounts reclassified from accumulated other comprehensive loss: (1) Amortization of actuarial losses, net of taxes of $13 and $5 for the three months ended June 30, 2015 and 2014, respectively, and $26 and $9 for the six months ended June 30, 2015 and 2014, respectively. 20 7 40 14 Balance at end of period $ (2,184 ) $ (731 ) $ (2,184 ) $ (731 ) Total accumulated other comprehensive loss at end of period $ (11,426 ) $ (2,008 ) $ (11,426 ) $ (2,008 ) (1) Amounts are recorded in selling, general and administrative expense on the condensed consolidated statements of operations. |
Basis of Presentation and Sum27
Basis of Presentation and Summary Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Percentage of total annual net sales in the third and fourth quarters | 60.00% | 61.00% | ||||
Shipping and handling revenue | $ 290,000 | $ 312,000 | $ 699,000 | $ 682,000 | ||
Derivative fair value adjustment gain (loss), net of tax | 17,000 | (43,000) | (37,000) | (34,000) | ||
Foreign exchange contract | Selling, general and administrative expenses | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Change in fair value recorded in earnings | 122,000 | 122,000 | ||||
Other Long Term Assets | Foreign exchange contract | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Notional amount | 12,000,000 | 12,000,000 | ||||
Fair value of derivative instruments, Asset | 122,000 | 122,000 | ||||
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 | 94,000 | $ 94,000 | $ 32,000 | |||
Interest Rate Swap Agreements | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Commencement date | 2013-03 | |||||
Expiry date | Jun. 30, 2018 | |||||
Derivative fair value adjustment gain (loss), net of tax | 17,000 | $ (43,000) | $ (37,000) | $ (34,000) | ||
Interest Rate Swap Agreements | Cash Flow Hedging | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Notional amount | $ 22,800,000 | $ 22,800,000 |
Components of Inventory (Detail
Components of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Finished goods | $ 151,022 | $ 134,564 |
Work in process | 1,694 | 1,887 |
Raw materials | 1,528 | 1,473 |
Total | $ 154,244 | $ 137,924 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - Thomas Plant $ / shares in Units, £ in Millions, $ in Millions | Jan. 15, 2014USD ($)shares | Jan. 15, 2014GBP (£)shares | Jun. 30, 2014USD ($)$ / shares | Jun. 30, 2015USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2014USD ($)$ / shares | Jun. 30, 2015GBP (£) | Jan. 15, 2014GBP (£) |
Business Acquisition [Line Items] | ||||||||
Percentage of equity interests acquired | 100.00% | 100.00% | ||||||
Business acquisition cash paid | $ 61.5 | £ 37.4 | ||||||
Business acquisition, issuance of common stock shares | shares | 581,432 | 581,432 | ||||||
Business acquisition, common stock value | $ 9 | £ 5.5 | ||||||
Business acquisition, contingent cash consideration payable | $ 9 | $ 9 | £ 5.5 | £ 5.5 | ||||
Business combination related costs | $ 0.9 | |||||||
Net loss | $ (2.9) | $ (5) | ||||||
Basic and diluted loss per common share | $ / shares | $ (0.21) | $ (0.37) | ||||||
Amended Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of contingent consideration | 5 | £ 3.2 | ||||||
Charge recoded in selling, general and administrative expenses | $ 1.5 | £ 1 | ||||||
Cost of Sales | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination increase in fair value of inventory | $ 0.4 | $ 0.9 |
Purchase Price of Acquisition (
Purchase Price of Acquisition (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | |
Business Acquisition [Line Items] | ||
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, determined as of the date of the acquisition. The maximum undiscounted contingent consideration to be paid under 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 Acquisition31
Purchase Price of Acquisition (Parenthetical) (Detail) £ in Millions, $ in Millions | Jun. 30, 2015USD ($) | Jun. 30, 2015GBP (£) | Jan. 15, 2014USD ($) | Jan. 15, 2014GBP (£) |
Thomas Plant | ||||
Business Acquisition [Line Items] | ||||
Undiscounted deferred and contingent consideration, higher range | $ 9 | £ 5.5 | $ 9 | £ 5.5 |
Investments - Additional Inform
Investments - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($)MXN / $ | Jun. 30, 2014USD ($)MXN / $ | Jun. 30, 2015USD ($)MXN / $ | Jun. 30, 2014USD ($)MXN / $ | Dec. 31, 2014USD ($)MXN / $ | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses), net of taxes | $ 2,000 | $ 41,000 | $ 290,000 | $ (167,000) | |
Grupo Vasconia S.A.B. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership in equity method investment | 30.00% | 30.00% | |||
Exchange rate at period end - MXN to USD | MXN / $ | 15.68 | 15.68 | 14.74 | ||
Increase (decrease) in equity method investment | $ (800,000) | 600,000 | |||
Equity in earnings (losses), net of taxes | $ 2,000 | $ 300,000 | 300,000 | $ 300,000 | |
Equity in earnings (losses), deferred taxes | 600,000 | 600,000 | |||
Fair value of investment | 31,500,000 | 31,500,000 | $ 30,800,000 | ||
Carrying value of investment | 26,300,000 | 26,300,000 | 27,800,000 | ||
Grupo Vasconia S.A.B. | Prepaid expenses and other current assets | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Due from related party | 33,000 | ||||
Grupo Vasconia S.A.B. | Accrued expense | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Due to related party | $ 35,000 | $ 35,000 | |||
Grupo Vasconia S.A.B. | Transaction 02 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Average daily exchange rate for period - MXN to USD | MXN / $ | 15.31 | 12.99 | |||
Grupo Vasconia S.A.B. | Transaction 02 | Minimum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Average daily exchange rate for period - MXN to USD | MXN / $ | 15.13 | 13 | |||
Grupo Vasconia S.A.B. | Transaction 02 | Maximum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Average daily exchange rate for period - MXN to USD | MXN / $ | 15.19 | 13.10 | |||
GS Internacional S/A | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership in equity method investment | 40.00% | 40.00% | |||
Equity in earnings (losses), net of taxes | $ 234,000 | $ 447,000 | |||
Carrying value of investment | $ 0 | $ 0 | $ 0 |
Summarized Statement of Income
Summarized Statement of Income Information for Vasconia in USD and MXN (Detail) MXN in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2015USD ($) | Jun. 30, 2015MXN | Jun. 30, 2014USD ($) | Jun. 30, 2014MXN | Jun. 30, 2015USD ($) | Jun. 30, 2015MXN | Jun. 30, 2014USD ($) | Jun. 30, 2014MXN | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Net sales | $ 120,935 | $ 115,321 | $ 238,592 | $ 233,732 | ||||
Gross profit | 43,511 | 40,852 | 88,419 | 85,184 | ||||
Income from operations | (987) | (3,157) | (3,158) | (5,354) | ||||
Net Income | (1,727) | (3,202) | (3,832) | (6,131) | ||||
Grupo Vasconia S.A.B. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Net sales | 49,650 | MXN 760,472 | 48,462 | MXN 629,527 | 96,989 | MXN 1,467,907 | 91,712 | MXN 1,201,723 |
Gross profit | 10,646 | 163,063 | 8,978 | 116,624 | 20,082 | 304,075 | 16,816 | 220,320 |
Income from operations | 3,862 | 59,150 | 2,223 | 28,874 | 6,609 | 100,198 | 3,977 | 52,082 |
Net Income | $ 2,318 | MXN 35,510 | $ 1,367 | MXN 17,756 | $ 3,564 | MXN 54,122 | $ 1,476 | MXN 19,194 |
Components of Intangible Assets
Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule of Intangible Assets Disclosure [Line Items] | ||
Goodwill, Gross | $ 18,101 | $ 18,101 |
Goodwill, Accumulated Amortization | 0 | 0 |
Goodwill, Net | 18,101 | 18,101 |
Indefinite-Lived Trade Names, Gross | 7,616 | 7,616 |
Indefinite-Lived Trade Names, Accumulated Amortization | 0 | 0 |
Indefinite-Lived Trade Names, Net | 7,616 | 7,616 |
Intangible Assets, Gross (Including Goodwill) | 123,313 | 123,357 |
Finite-Lived Intangible Assets, Accumulated Amortization | (23,209) | (19,760) |
Intangible Assets, Net (Including Goodwill) | 100,104 | 103,597 |
License | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 15,847 | 15,847 |
Finite-Lived Intangible Assets, Accumulated Amortization | (8,235) | (8,007) |
Finite-Lived Intangible Assets, Net | 7,612 | 7,840 |
Trade Names | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 29,724 | 29,768 |
Finite-Lived Intangible Assets, Accumulated Amortization | (5,668) | (4,568) |
Finite-Lived Intangible Assets, Net | 24,056 | 25,200 |
Customer Relationships | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 50,823 | 50,823 |
Finite-Lived Intangible Assets, Accumulated Amortization | (8,773) | (6,754) |
Finite-Lived Intangible Assets, Net | 42,050 | 44,069 |
Other | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,202 | 1,202 |
Finite-Lived Intangible Assets, Accumulated Amortization | (533) | (431) |
Finite-Lived Intangible Assets, Net | $ 669 | $ 771 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 6 Months Ended | ||||
Jun. 30, 2015USD ($) | Jun. 30, 2015CNY (¥) | May. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||
Outstanding borrowing under credit facility | $ 115,000 | $ 765,000 | |||
Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Excess cash flow percentage related to prepayment of term loan | 50.00% | ||||
Minimum availability under revolving credit to maintain minimum fixed charge ratio for four consecutive months | $ 17,500,000 | ||||
Second Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maturity date | 2019-01 | ||||
Minimum | Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Prepayment of term loan | $ 10,000,000 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 175,000,000 | ||||
Open letters of credit | 1,900,000 | 2,300,000 | |||
Outstanding borrowing under credit facility | 91,300,000 | 92,700,000 | |||
Availability under revolving credit facility | $ 69,100,000 | ||||
Credit facility, maximum borrowing capacity terms | 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, and may be lower in the first and second quarters when the Company's inventory level is lower due to seasonality. | ||||
Percentage of capital stock of foreign subsidiaries pledged as collateral | 65.00% | 65.00% | |||
Revolving Credit Facility | Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
New Term Loan facility | $ 50,000,000 | ||||
Credit facility terms | The 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 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 of four consecutive fiscal quarter periods. The 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 for each fiscal quarter ending during 2015; and 3.25 to 1.00 for each fiscal quarter ending thereafter. | ||||
Revolving Credit Facility | Amended and Restated Credit Agreement | For each of four consecutive fiscal quarter periods | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio minimum | 120.00% | 120.00% | |||
Revolving Credit Facility | Amended and Restated Credit Agreement | For each remaining fiscal quarter ending during 2015 | |||||
Debt Instrument [Line Items] | |||||
Senior leverage ratio | 450.00% | 450.00% | |||
Revolving Credit Facility | Amended and Restated Credit Agreement | For each fiscal quarter ending March 31, June 30 and September 30, 2016 | |||||
Debt Instrument [Line Items] | |||||
Senior leverage ratio | 400.00% | 400.00% | |||
Revolving Credit Facility | Amended and Restated Credit Agreement | For each fiscal quarter ending thereafter | |||||
Debt Instrument [Line Items] | |||||
Senior leverage ratio | 375.00% | 375.00% | |||
Revolving Credit Facility | Multi-currency Borrowings | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 40,000,000 | ||||
Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rates on outstanding borrowings | 2.125% | 2.125% | |||
Percentage of line of credit facility unused capacity commitment fee | 0.375% | ||||
Revolving Credit Facility | Minimum | Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Minimum availability under revolving credit to maintain minimum fixed charge ratio for three consecutive months | $ 20,000,000 | ||||
Revolving Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rates on outstanding borrowings | 4.6875% | 4.6875% | |||
Other than certain subordinated indebtedness | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 66,000,000 | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowing under credit facility | 40,000,000 | $ 45,000,000 | |||
HSBC Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | 2,900,000 | ¥ 18,000,000 | |||
Outstanding borrowing under credit facility | $ 115,000 | ¥ 700,000 | |||
Interest rates on outstanding borrowings | 6.15% | 6.15% |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - USD ($) | Jun. 10, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Amount of limitation on deductibility under Section 162(m) of Internal Revenue Code (in dollars) | $ 1,000,000 | ||||
Total intrinsic value of stock options exercised | $ 600,000 | $ 900,000 | |||
Unrecognized stock option compensation cost | $ 3,900,000 | 3,900,000 | |||
Stock compensation expense | 800,000 | $ 713,000 | 1,523,000 | 1,439,000 | |
Stock compensation expense, stock option | 600,000 | 623,000 | 1,200,000 | 1,300,000 | |
Stock compensation expense, Performance based and restricted share | 200,000 | $ 90,000 | $ 300,000 | $ 168,000 | |
Stock compensation expense, stock awards granted in 2015 | $ 53,000 | ||||
Long Term Incentive Plan 2000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase shares available for grant under the plan | 650,000 | ||||
Shares available for awards | 636,560 | 636,560 | |||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period | 2 years 3 months 18 days | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period | 3 years | ||||
Total fair value of restricted stock vested | $ 350,000 | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period | 2 years 6 months | ||||
Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares range percentage | 150.00% |
Summary of Stock Option (Detail
Summary of Stock Option (Detail) - Jun. 30, 2015 - USD ($) | Total |
Options | |
Beginning balance | 2,326,627 |
Grants | 29,600 |
Exercises | (84,825) |
Cancellations | (19,000) |
Expirations | (16,000) |
Ending balance | 2,236,402 |
Options exercisable at End of Period | 1,704,360 |
Weighted-average exercise price | |
Beginning balance | $ 14.19 |
Grants | 15.23 |
Exercises | 7.95 |
Cancellations | 15.09 |
Expirations | 29.96 |
Ending balance | 14.32 |
Options exercisable at End of Period | $ 13.82 |
Weighted-average remaining contractual life (years) | |
Options outstanding, Ending balance | 5 years 7 months 6 days |
Options exercisable, Ending balance | 4 years 9 months 18 days |
Aggregate intrinsic value | |
Options outstanding, end of period | $ 6,084,000 |
Options exercisable, end of period | $ 5,526,000 |
Summary of Restricted Stock Act
Summary of Restricted Stock Activity (Detail) - Jun. 30, 2015 - USD ($) | Total |
Weighted-average exercise price | |
Grants | $ 15.23 |
Restricted Stock | |
Number of shares | |
Beginning balance | 26,511 |
Grants | 95,073 |
Vested | (22,982) |
Ending balance | 98,602 |
Total unrecognized compensation expense remaining | $ 1,360,000 |
Weighted-average years expected to be recognized over | 3 years |
Weighted-average exercise price | |
Beginning balance | $ 15.86 |
Grants | 14.84 |
Vested | 16.04 |
Ending balance | $ 14.85 |
Summary of Performance-based Aw
Summary of Performance-based Award Activity (Detail) - Jun. 30, 2015 - Performance Shares - USD ($) | Total |
Number of shares | |
Grants (at target) | 66,650 |
Ending balance | 66,650 |
Total unrecognized compensation expense remaining | $ 924,000 |
Weighted-average years expected to be recognized over | 2 years 6 months |
Weighted-average grant date fair value | |
Grants (at target) | $ 14.84 |
Ending balance | $ 14.84 |
Calculations of Basic and Dilut
Calculations of Basic and Diluted Loss per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share Disclosure [Line Items] | ||||
Net loss - basic and diluted | $ (1,727) | $ (3,202) | $ (3,832) | $ (6,131) |
Weighted-average shares outstanding - basic and diluted | 13,845 | 13,483 | 13,779 | 13,379 |
Basic and diluted loss per common share | $ (0.12) | $ (0.24) | $ (0.28) | $ (0.46) |
Loss per Common Share - Additio
Loss per Common Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Options Held | ||||
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 | 2,236,402 | 2,591,487 | 2,256,665 | 2,476,462 |
Restricted Stock | ||||
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 | 93,602 | 46,801 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - Jun. 30, 2015 - USD ($) | Total |
Income Tax Examination [Line Items] | |
Gross liability for tax and interest positions | $ 373,000 |
Reduction in income tax liability if tax positions sustained | $ 214,000 |
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 | 2,010 |
State Tax Authority | Maximum | |
Income Tax Examination [Line Items] | |
Income tax examination year | 2,013 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable business segment | 3 |
Segment Reporting Information (
Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 120,935 | $ 115,321 | $ 238,592 | $ 233,732 | |
Depreciation and amortization | 3,638 | 3,716 | 7,193 | 7,329 | |
Income(loss) from operations | (987) | (3,157) | (3,158) | (5,354) | |
Assets | 405,367 | 405,367 | $ 421,402 | ||
Unallocated corporate expenses | |||||
Segment Reporting Information [Line Items] | |||||
Income(loss) from operations | (2,185) | (2,800) | (5,713) | (6,901) | |
Assets | 6,128 | 6,128 | 5,068 | ||
U.S. Wholesale | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 94,601 | 85,132 | 181,122 | 170,814 | |
Depreciation and amortization | 2,258 | 2,314 | 4,445 | 4,521 | |
U.S. Wholesale | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income(loss) from operations | 3,133 | 768 | 5,084 | 3,178 | |
Assets | 281,056 | 281,056 | 287,744 | ||
International | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 22,464 | 26,586 | 47,829 | 54,722 | |
Depreciation and amortization | 1,340 | 1,339 | 2,670 | 2,681 | |
International | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income(loss) from operations | (1,577) | (708) | (2,122) | (915) | |
Assets | 117,807 | 117,807 | 128,055 | ||
Retail Direct | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 3,870 | 3,603 | 9,641 | 8,196 | |
Depreciation and amortization | 40 | 63 | 78 | 127 | |
Retail Direct | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income(loss) from operations | (358) | $ (417) | (407) | $ (716) | |
Assets | $ 376 | $ 376 | $ 535 |
Cash Dividends Declared (Detail
Cash Dividends Declared (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0375 | $ 0.0375 | $ 0.0750 | $ 0.0750 |
Payment date | Aug. 15, 2015 | |||
Dividend Payment 1st | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.03750 | |||
Date declared | Mar. 4, 2015 | |||
Date of record | May 1, 2015 | |||
Payment date | May 15, 2015 | |||
Dividend Payment 2nd | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.03750 | |||
Date declared | Jun. 10, 2015 | |||
Date of record | Jul. 31, 2015 | |||
Payment date | Aug. 14, 2015 |
Other - Additional Information
Other - Additional Information (Detail) - USD ($) | Aug. 04, 2015 | May. 15, 2015 | Feb. 13, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Other [Line Items] | |||||||
Cash dividend paid | $ 520,000 | $ 514,000 | $ 1,033,000 | $ 1,007,000 | |||
Dividend payable | $ 528,000 | $ 528,000 | |||||
Dividend payable date | Aug. 15, 2015 | ||||||
Quarterly dividend declared | $ 0.0375 | $ 0.0375 | $ 0.0750 | $ 0.0750 | |||
Subsequent Event | Dividend Declared | |||||||
Other [Line Items] | |||||||
Dividend payable date | Nov. 13, 2015 | ||||||
Dividend declaration date | Aug. 4, 2015 | ||||||
Quarterly dividend declared | $ 0.0425 | ||||||
Dividend declared, date of record | Oct. 30, 2015 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 2,423 | $ 2,421 |
Cash paid for taxes | 6,288 | 4,406 |
Non-cash investing activities: | ||
Translation adjustment | $ 1,507 | $ (1,732) |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||
Accumulated translation adjustment: | ||||||
Balance at beginning of period | $ (10,385) | $ (2,254) | $ (7,680) | $ (2,944) | ||
Translation gain (loss) during period | 1,198 | 1,042 | (1,507) | 1,732 | ||
Balance at end of period | (9,187) | (1,212) | (9,187) | (1,212) | ||
Accumulated deferred losses on cash flow hedges: | ||||||
Balance at beginning of period | (72) | (22) | (18) | (31) | ||
Derivative fair value adjustment, net of taxes of $12 and $29 for the three months ended June 30, 2015 and 2014, respectively, and $25 and $23 for the six months ended June 30, 2015 and 2014, respectively. | 17 | (43) | (37) | (34) | ||
Balance at end of period | (55) | (65) | (55) | (65) | ||
Accumulated effect of retirement benefit obligations: | ||||||
Balance at beginning of period | (2,204) | (738) | (2,224) | (745) | ||
Amounts reclassified from accumulated other comprehensive loss: | ||||||
Amortization of actuarial losses, net of taxes of $13 and $5 for the three months ended June 30, 2015 and 2014, respectively, and $26 and $9 for the six months ended June 30, 2015 and 2014, respectively. | [1] | 20 | 7 | 40 | 14 | |
Balance at end of period | (2,184) | (731) | (2,184) | (731) | ||
Total accumulated other comprehensive loss at end of period | $ (11,426) | $ (2,008) | $ (11,426) | $ (2,008) | $ (9,922) | |
[1] | Amounts are recorded in selling, general and administrative expense on the condensed consolidated statements of operations. |
Components of Accumulated Oth49
Components of Accumulated Other Comprehensive Loss, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Derivative fair value adjustment, tax | $ 12 | $ 29 | $ 25 | $ 23 |
Amortization of actuarial losses, taxes | $ 13 | $ 5 | $ 26 | $ 9 |