Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 31, 2016 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
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 | 14,429,719 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,649 | $ 7,131 |
Accounts receivable, less allowances of $4,513 at June 30, 2016 and $5,300 at December 31, 2015 | 81,055 | 90,576 |
Inventory (Note A) | 150,593 | 136,890 |
Prepaid expenses and other current assets | 9,107 | 8,783 |
Income taxes receivable (Note H) | 4,668 | |
TOTAL CURRENT ASSETS | 252,072 | 243,380 |
PROPERTY AND EQUIPMENT, net | 22,910 | 24,877 |
INVESTMENTS (Note B) | 23,486 | 24,973 |
INTANGIBLE ASSETS, net (Note C) | 93,397 | 96,593 |
DEFERRED INCOME TAXES (Note H) | 7,122 | 6,486 |
OTHER ASSETS | 2,196 | 2,022 |
TOTAL ASSETS | 401,183 | 398,331 |
CURRENT LIABILITIES | ||
Current maturity of Credit Agreement Term Loan (Note D) | 9,836 | 19,646 |
Short term loan (Note D) | 131 | 252 |
Accounts payable | 25,942 | 27,245 |
Accrued expenses | 34,343 | 40,154 |
Income taxes payable (Note H) | 4,064 | |
TOTAL CURRENT LIABILITIES | 70,252 | 91,361 |
DEFERRED RENT & OTHER LONG-TERM LIABILITIES | 18,906 | 18,556 |
DEFERRED INCOME TAXES (Note H) | 9,091 | 8,596 |
REVOLVING CREDIT FACILITY (Note D) | 105,925 | 65,617 |
CREDIT AGREEMENT TERM LOAN (Note D) | 4,426 | 14,733 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $1.00 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: 50,000,000 at June 30, 2016 and 25,000,000 at December 31, 2015; shares issued and outstanding: 14,429,719 at June 30, 2016 and 14,030,221 at December 31, 2015 | 144 | 140 |
Paid-in capital | 170,374 | 165,780 |
Retained earnings | 41,025 | 47,733 |
Accumulated other comprehensive loss (Note K) | (18,960) | (14,185) |
TOTAL STOCKHOLDERS' EQUITY | 192,583 | 199,468 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 401,183 | $ 398,331 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowances | $ 4,513 | $ 5,300 |
Preferred stock, par value | $ 1 | $ 1 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 25,000,000 |
Common stock, shares issued | 14,429,719 | 14,030,221 |
Common stock, shares outstanding | 14,429,719 | 14,030,221 |
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, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net sales | $ 118,050 | $ 120,935 | $ 228,975 | $ 238,592 |
Cost of sales | 75,056 | 77,424 | 145,430 | 150,173 |
Gross margin | 42,994 | 43,511 | 83,545 | 88,419 |
Distribution expenses | 12,377 | 12,547 | 25,694 | 26,030 |
Selling, general and administrative expenses | 29,845 | 31,951 | 61,653 | 65,547 |
Restructuring expenses | 1,060 | 1,701 | ||
Loss from operations | (288) | (987) | (5,503) | (3,158) |
Interest expense (Note D) | (1,122) | (1,459) | (2,315) | (2,890) |
Financing expense | (154) | |||
Loss on early retirement of debt | (272) | (272) | ||
Loss before income taxes and equity in earnings | (1,682) | (2,446) | (8,090) | (6,202) |
Income tax benefit (Note H) | 473 | 717 | 2,743 | 2,080 |
Equity in earnings (losses), net of taxes (Note B) | 18 | 2 | (132) | 290 |
NET LOSS | $ (1,191) | $ (1,727) | $ (5,479) | $ (3,832) |
BASIC LOSS PER COMMON SHARE (NOTE G) | $ (0.08) | $ (0.12) | $ (0.39) | $ (0.28) |
DILUTED LOSS PER COMMON SHARE (NOTE G) | (0.08) | (0.12) | (0.39) | (0.28) |
Cash dividends declared per common share | $ 0.0425 | $ 0.0375 | $ 0.0850 | $ 0.0750 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss | $ (1,191) | $ (1,727) | $ (5,479) | $ (3,832) |
Other comprehensive income (loss), net of taxes: | ||||
Translation adjustment | (3,076) | 1,198 | (4,755) | (1,507) |
Derivative fair value adjustment | (4) | 17 | (47) | (37) |
Effect of retirement benefit obligations | 13 | 20 | 27 | 40 |
Other comprehensive income (loss), net of taxes | (3,067) | 1,235 | (4,775) | (1,504) |
Comprehensive loss | $ (4,258) | $ (492) | $ (10,254) | $ (5,336) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES | ||
Net loss | $ (5,479) | $ (3,832) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 7,062 | 7,193 |
Amortization of financing costs | 333 | 313 |
Deferred rent | (37) | 503 |
Deferred income taxes | 113 | |
Stock compensation expense | 1,290 | 1,523 |
Undistributed equity in (earnings) losses, net | 132 | (290) |
Gain on disposal of fixed assets | (17) | |
Loss on early retirement of debt | 272 | |
Changes in operating assets and liabilities (excluding the effects of business acquisitions) | ||
Accounts receivable | 7,562 | 29,752 |
Inventory | (16,357) | (16,011) |
Prepaid expenses, other current assets and other assets | (1,359) | (2,351) |
Accounts payable, accrued expenses and other liabilities | (3,748) | (663) |
Income taxes receivable | (4,311) | |
Income taxes payable | (5,031) | (5,513) |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (19,575) | 10,624 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (1,091) | (2,881) |
Proceeds from disposition of GSI | 567 | |
Acquisitions | (614) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,138) | (2,881) |
FINANCING ACTIVITIES | ||
Proceeds from Revolving Credit Facility | 120,334 | 129,229 |
Repayments of Revolving Credit Facility | (79,206) | (130,571) |
Repayment of Credit Agreement Term Loan | (20,500) | (5,000) |
Proceeds from Short Term Loan | 37 | |
Payments on Short Term Loan | (117) | (688) |
Payments for capital leases | (32) | |
Payments of tax withholding for stock based compensation | (65) | |
Proceeds from exercise of stock options | 1,191 | 541 |
Cash dividends paid (Note K) | (1,198) | (1,033) |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 20,407 | (7,485) |
Effect of foreign exchange on cash | (176) | (370) |
DECREASE IN CASH AND CASH EQUIVALENTS | (482) | (112) |
Cash and cash equivalents at beginning of period | 7,131 | 5,068 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 6,649 | $ 4,956 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
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, Fred and Friends, Built NY, Lifetime Sterling and The English Table internet websites. 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, 2015. Operating results for the three and six month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2015 and 2014, net sales for the third and fourth quarters accounted for 59% and 60% 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 $301,000 and $290,000 for the three months ended June 30, 2016 and 2015, respectively, and $695,000 and $699,000 for the six months ended June 30, 2016 and 2015, 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, 2016 2015 (in thousands) Finished goods $ 147,884 $ 133,618 Work in process 1,618 1,754 Raw materials 1,091 1,518 Total $ 150,593 $ 136,890 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. 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 December 2015, the Company commenced an in-depth review of its U.S. Wholesale business segment, which included the evaluation of the segment’s efficiency and effectiveness. The Company expanded this restructuring plan in the first quarter of 2016 to focus on more specific actions required to achieve the plan’s objectives. During the three and six months ended June 30, 2016, the Company recorded $1.1 million and $1.7 million, respectively, of restructuring expense related to the execution of this plan. At June 30, 2016, $158,000 was accrued related to severance expense from the restructuring plan. The Company expects the remaining severance will be paid in the third quarter of 2016 and does not anticipate that it will incur any further charges related to the U.S. Wholesale restructuring. Adoption of New Accounting Pronouncements Effective January 1, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Effective January 1, 2016, the Company adopted ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement Effective January 1, 2016, the Company adopted ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments Accounting Pronouncements to be Adopted in Future Periods In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02, Leases, In July 2015, the FASB issued ASU 2015-11, Inventory: Simplifying the Measurement of Inventory In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2016 | |
INVESTMENTS | NOTE B — 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, 2016 and 2015 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 18.51 and MXN 17.38 at June 30, 2016 and December 31, 2015, 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 18.09 and MXN 15.31 during the three months ended June 30, 2016 and 2015, respectively, and MXN 18.06 to MXN 18.07 and MXN 15.13 to MXN 15.19 during the six months ended June 30, 2016 and 2015. The effect of the translation of the Company’s investment resulted in a decrease to the investment of $1.7 million and a decrease to the investment of $2.5 million during the six months ended June 30, 2016 and 2015, respectively (also see Note K). These translation effects are recorded in accumulated other comprehensive income (loss). Included within prepaid expenses and other current assets at December 31, 2015 are amounts due from Vasconia of $55,000. Included within accrued expenses and accounts payable at June 30, 2016 and December 31, 2015 are amounts due to Vasconia of $71,000 and $28,000, respectively. A summarized statement of income information for Vasconia in USD and MXN is as follows: Three Months Ended June 30, 2016 2015 (in thousands) USD MXN USD MXN Net sales $ 37,854 $ 684,771 $ 49,650 $ 760,472 Gross profit 7,446 134,700 10,646 163,063 Income from operations 2,073 37,502 3,862 59,150 Net income 516 9,335 2,318 35,510 Six Months Ended June 30, 2016 2015 (in thousands) USD MXN USD MXN Net Sales $ 75,178 $ 1,357,349 $ 96,989 $ 1,467,907 Gross Profit 12,864 232,334 20,082 304,075 Income from operations 2,996 54,135 6,609 100,198 Net Income 736 13,294 3,564 54,122 The Company recorded equity in losses of Vasconia, net of taxes, of $171,000 and $321,000 for the three and six months ended June 30, 2016, respectively. The Company recorded equity in earnings of Vasconia, net of taxes, of $2,000 and $296,000 for the three and six months ended June 30, 2015, respectively. 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, equity in losses for the three and six months ended June 30, 2016 includes deferred tax expense of $0.3 million and $0.5 million, respectively. Equity in earnings for the three and six month periods ended 2015 include deferred tax expense of $0.6 million. As of June 30, 2016 and December 31, 2015, the fair value (based upon Vasconia’s quoted stock price) of the Company’s investment in Vasconia was $33.8 million and $35.9 million, respectively. The carrying value of the Company’s investment in Vasconia was $23.2 million and $24.7 million as of June 30, 2016 and December 31, 2015, respectively. During the three months ended June 30, 2016 the Company sold its 40% equity interest in GS Internacional S/A (“GSI”), a wholesale distributor of branded housewares products in Brazil. The Company initially acquired GSI in December 2011 and accounted for this investment using the equity method of accounting; however, impairment losses in 2014 reduced the investment balance to zero. Upon the sale of its equity interest in GSI the Company recognized a net gain of $189,000. This gain is included within Equity in earnings (losses), net of tax, and represents the net consideration received of R$2.3 million (approximately $567,000) reduced by currency translation losses of $378,000 which were reclassified out of Other comprehensive income (loss). The Company evaluated the disclosure requirements of ASC Topic No. 860, Transfers and Servicing |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
INTANGIBLE ASSETS | NOTE C — INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): June 30, 2016 December 31, 2015 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 (8,689 ) 7,158 15,847 (8,462 ) 7,385 Trade names 29,864 (7,962 ) 21,902 29,724 (6,818 ) 22,906 Customer relationships 50,922 (12,832 ) 38,090 50,823 (10,806 ) 40,017 Other 1,267 (737 ) 530 1,202 (634 ) 568 Total $ 123,617 $ (30,220 ) $ 93,397 $ 123,313 $ (26,720 ) $ 96,593 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2016 | |
DEBT | NOTE D — 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. At June 30, 2016 and December 31, 2015, borrowings outstanding under the Revolving Credit Facility were $105.9 million and $65.6 million, respectively, and open letters of credit were $2.2 million and $1.4 million, respectively. At June 30, 2016, availability under the Revolving Credit Facility was approximately $58.3 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, 2016 and December 31, 2015, $14.5 million and $35.0 million, respectively, was outstanding under the Term Loan. At June 30, 2016 and December 31, 2015, unamortized debt issuance costs were $238,000 and $621,000. In May 2015 the credit agreement was amended to provide for a $10.0 million prepayment of the Term Loan, if such amount was greater than the payment that would have been required pursuant to the agreement’s original terms (50% of the Company’s excess cash flow for the 2015 fiscal year). In April 2016, the Company made a prepayment of $15.2 million in accordance with the amended terms. In connection therewith, the Company wrote-off debt issuance costs of $0.3 million. Interest rates on outstanding borrowings at June 30, 2016 ranged from 2.5% to 5.0%. 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 4.00 to 1.00 for each fiscal quarter ending June 30 and September 30, 2016; and 3.75 to 1.00 for each fiscal quarter ending thereafter. For any fiscal quarter of the Company ending on September 30 th Pursuant to the Credit Agreement, as of June 30, 2016, the maximum additional permitted indebtedness other than certain subordinated indebtedness was $51.0 million. The Company was in compliance with the financial covenants of the Credit Agreement at June 30, 2016. In August 2016, the Company amended the Credit Agreement, among other things, to allow the sale of certain accounts receivable by the Company to other financial institutions (subject to approval of the Credit Agreement’s administrative agent) and revise the definition of EBITDA to provide that non-recurring charges shall not exceed $5.0 million during the term of the Credit Agreement (previous limit was $2.0 million). 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, 2016 and December 31, 2015, borrowings of RMB 870,000 ($131,000) and RMB 1.6 million ($252,000), respectively were outstanding under the HSBC Facility. Outstanding borrowings at June 30, 2016 carried an interest rate of 5.0%. |
DERIVATIVES
DERIVATIVES | 6 Months Ended |
Jun. 30, 2016 | |
DERIVATIVES | NOTE E — DERIVATIVES The Company is a party to interest rate swap agreements with an aggregate notional value of $17.5 million and $20.1 million, at June 30, 2016 and December 31, 2015, respectively, 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 Company has also entered into certain foreign exchange contracts, primarily to offset the earnings impact related to fluctuations in foreign currency exchange rates associated with sales and inventory purchases denominated in foreign currencies. The aggregate gross notional value of foreign exchange contracts at June 30, 2016 and December 31, 2015 were $12.0 million and $5.5 million, respectively. 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. The fair values of the Company’s derivative financial instruments included in the condensed consolidated balance sheets are presented as follows (in thousands): Liabilities Derivatives designated as hedging instruments Balance Sheet Location June 30, December 31, Interest rate swaps Accrued Expenses $ 45 $ 10 Deferred rent & other 68 25 Assets Derivatives not designated as hedging instruments Balance Sheet Location June 30, December 31, Foreign exchange contracts Prepaid expenses and $ 623 $ 261 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. The amounts of the gains and losses related to the Company’s derivative financial instruments designated as hedging instruments are presented as follows (in thousands): Amount of Gain (Loss) Recognized in Other comprehensive income (loss) on Derivatives Three Months Ended June 30, Six Months Ended June 30, Derivatives designated as hedging instruments 2016 2015 2016 2015 Interest rate swaps $ (4 ) $ 17 $ (47 ) $ (37 ) No amounts recorded in accumulated other comprehensive income (loss) are expected to be reclassified to interest expense in the next twelve months. The amounts of the gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments are presented as follows (in thousands): Amount of Gain Recognized in Earnings on Location of Gain Three Months Six Months Derivatives not designated as hedging instruments 2016 2015 2016 2015 Foreign exchange contracts Selling, general and $ 433 $ 122 $ 867 $ 122 |
STOCK COMPENSATION
STOCK COMPENSATION | 6 Months Ended |
Jun. 30, 2016 | |
STOCK COMPENSATION | NOTE F STOCK COMPENSATION Option Awards A summary of the Company’s stock option activity and related information for the six months ended June 30, 2016 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2016 2,242,202 $ 14.28 Grants 56,850 15.69 Exercises (138,443 ) 8.60 Cancellations (23,375 ) 15.32 Expirations (218,100 ) 27.93 Options outstanding, June 30, 2016 1,919,134 13.16 5.2 $ 4,879,600 Options exercisable, June 30, 2016 1,566,326 $ 12.45 4.6 $ 4,702,600 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, 2016. 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, 2016 and the exercise price. The total intrinsic value of stock options exercised for the six month periods ended June 30, 2016 and 2015 was $0.9 million and $0.6 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, 2016, before the effect of income taxes, was $2.2 million and is expected to be recognized over a weighted-average period of 2.0 years. Restricted Stock A summary of the Company’s restricted stock activity and related information for the six months ended June 30, 2016 is as follows: Restricted Weighted- Nonvested restricted shares, January 1, 2016 101,435 $ 14.77 Grants 109,170 15.64 Vested (42,972 ) 14.84 Cancellations (2,000 ) 14.84 Nonvested restricted shares, June 30, 2016 165,633 $ 15.33 Total unrecognized compensation expense remaining $ 2,347,300 Weighted-average years expected to be recognized over 3.1 The total fair value of restricted stock that vested during the six months ended June 30, 2016 was $658,300. Performance shares 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 the end of the performance period, 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, 2016 is as follows: Performance- awards (1) Weighted- Nonvested performance-based awards, January 1, 2016 66,150 $ 14.84 Grants 82,000 15.69 Cancellations (1,691 ) 14.84 Nonvested performance-based awards, June 30, 2016 146,459 $ 15.32 Total unrecognized compensation expense remaining $ 1,734,900 Weighted-average years expected to be recognized over 2.1 (1) Represents the target number of shares to be issued for each performance-based award. The Company recognized total stock compensation expense of $0.5 million for the three months ended June 30, 2016, of which $0.2 million represents stock option compensation expense and $0.3 million represents restricted stock and performance based compensation expense. For the six months ended June 30, 2016 the Company recognized total stock compensation expense of $1.3 million, of which $0.7 million represents stock option compensation expense, $0.6 million represents restricted stock and performance based compensation expense and $32,000 represents stock awards granted in 2016. 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, $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 compensation expense and $53,000 represents stock awards granted in 2015. At June 30, 2016, there were 403,279 shares available for awards that could be granted under the Company’s Amended and Restated 2000 Long-Term Incentive Plan. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 and 2015 are as follows: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (in thousands, except per share amounts) Net loss – basic and diluted $ (1,191 ) $ (1,727 ) $ (5,479 ) $ (3,832 ) Weighted-average shares outstanding – basic and diluted 14,155 13,845 14,059 13,779 Basic and diluted loss per common share $ (0.08 ) $ (0.12 ) $ (0.39 ) $ (0.28 ) The computation of diluted loss per common share for the three and six months ended June 30, 2016 excludes options to purchase 1,919,134 shares and 2,053,393 shares, respectively and excludes 165,633 and 133,746 restricted shares, respectively. The computation of diluted loss per common share for the three and six months ended June 30, 2015 excludes options to purchase 2,236,402 shares and 2,256,665 shares, respectively and excludes 93,602 and 46,801 restricted shares, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 is a gross liability of tax and interest of $171,000. The Company believes that $69,000 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 2013. At June 30, 2016, the periods subject to examination for the Company’s major state jurisdictions are the years ended 2012 through 2015. 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 month periods ended June 30, 2016 and 2015. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 6 Months Ended |
Jun. 30, 2016 | |
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. The Retail Direct segment is where the Company markets and sells a limited selection of its products directly to consumers through its Pfaltzgraff, Mikasa, Fred and Friends, Built NY and Lifetime Sterling internet 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 are 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 2016 2015 2016 2015 (in thousands) Net sales U.S. Wholesale $ 92,738 $ 94,601 $ 175,006 $ 181,122 International 21,560 22,464 45,233 47,829 Retail Direct 3,752 3,870 8,736 9,641 Total net sales $ 118,050 $ 120,935 $ 228,975 $ 238,592 Loss from operations U.S. Wholesale $ 3,268 $ 3,133 $ 1,479 $ 5,084 International (382 ) (1,577 ) 13 (2,122 ) Retail Direct 6 (358 ) 43 (407 ) Unallocated corporate expenses (3,180 ) (2,185 ) (7,038 ) (5,713 ) Loss from operations $ (288 ) $ (987 ) $ (5,503 ) $ (3,158 ) Depreciation and amortization U.S. Wholesale $ 2,272 $ 2,258 $ 4,451 $ 4,445 International 1,270 1,340 2,540 2,670 Retail Direct 36 40 71 78 Total depreciation and amortization $ 3,578 $ 3,638 $ 7,062 $ 7,193 June 30, December 31, 2016 2015 (in thousands) Assets U.S. Wholesale $ 273,760 $ 269,143 International 113,395 115,128 Retail Direct 256 443 Unallocated/ Corporate/ Other 13,772 13,617 Total assets $ 401,183 $ 398,331 |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
CONTINGENCIES | NOTE J CONTINGENCIES Wallace Silversmiths de Puerto Rico, Ltd. (“WSPR”), 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, WSPR 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”). In July 2011, WSPR received a letter from the EPA requesting access to the property that it leases from PRIDCO to conduct an environmental investigation, and the Company granted such access. In February 2013, the EPA requested access to conduct a further environmental investigation at the property. PRIDCO agreed to such access and the Company consented. EPA conducted a further investigation during 2013 and, in April 2015, notified the Company and PRIDCO that the results from vapor intrusion sampling may warrant 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. While WSPR did not cause the sub-surface condition that resulted in the potential for vapor intrusion, in order to protect the health of its employees and continue its business operations, it has nevertheless implemented corrective action measures to prevent vapor intrusion such as sealing floors of the building and conducting periodic air monitoring to address potential exposure. On August 13, 2015, the EPA released its remedial investigation and feasibility study (“RI/FS”) for the Site. On December 11, 2015, the EPA issued the Record of Decision (“ROD”) for OU-1, electing to implement its preferred remedy which consists of soil vapor extraction and dual-phase extraction/ in-situ in-situ Accordingly, based on the above uncertainties and variables, it is not possible at this time for the Company to estimate its share of liability, if any, related to this matter. However, in the event of one or more adverse determinations related to this matter, it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material. 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, 2016 | |
OTHER | NOTE K OTHER Cash dividends Dividends declared in the six months ended June 30, 2016 are as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 March 3, 2016 May 2, 2016 May 16, 2016 $ 0.0425 June 9, 2016 August 1, 2016 August 15, 2016 On February 15, 2016 and May 16, 2016, the Company paid cash dividends of $594,000 and $602,000, respectively. In the three months ended June 30, 2016, the Company reduced retained earnings for the accrual of $619,000 relating to the dividend payable on August 15, 2016. On August 4, 2016, the Board of Directors declared a quarterly dividend of $0.0425 per share payable on November 15, 2016 to shareholders of record on November 1, 2016. Supplemental cash flow information Six Months Ended 2016 2015 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 1,971 $ 2,423 Cash paid for taxes 5,923 6,288 Non-cash investing activities: Translation adjustment $ 5,133 $ 1,507 Components of accumulated other comprehensive loss, net Three Months Ended Six Months Ended 2016 2015 2016 2015 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (14,640 ) $ (10,385 ) $ (12,961 ) $ (7,680 ) Translation loss during period (3,454 ) 1,198 (5,133 ) (1,507 ) Amounts reclassified from accumulated other comprehensive loss: (1) Currency translation adjustment 378 — 378 — Balance at end of period $ (17,716 ) $ (9,187 ) $ (17,716 ) $ (9,187 ) Accumulated deferred losses on cash flow hedges: Balance at beginning of period $ (63 ) $ (72 ) $ (20 ) $ (18 ) Derivative fair value adjustment, net of taxes of $3 and $12 for the three month periods ended June 30, 2016 and 2015, respectively and $32 and $25 for the six month periods ended June 30, 2016 and 2015, respectively. (4 ) 17 (47 ) (37 ) Balance at end of period $ (67 ) $ (55 ) $ (67 ) $ (55 ) Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (1,190 ) $ (2,204 ) $ (1,204 ) $ (2,224 ) Amounts reclassified from accumulated other comprehensive loss: (2) Amortization of actuarial losses, net of taxes of $9 and $13 for the three month periods ended June 30, 2016 and 2015, respectively and $18 and $26 for the six month periods ended June 30, 2016 and 2015, respectively. 13 20 27 40 Balance at end of period $ (1,177 ) $ (2,184 ) $ (1,177 ) $ (2,184 ) Total accumulated other comprehensive loss at end of period $ (18,960 ) $ (11,426 ) $ (18,960 ) $ (11,426 ) (1) Amount is recorded in equity in earnings (losses) on the condensed consolidated statements of operations. (2) 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, 2016 | |
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, 2015. Operating results for the three and six month periods ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2015 and 2014, net sales for the third and fourth quarters accounted for 59% and 60% 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 $301,000 and $290,000 for the three months ended June 30, 2016 and 2015, respectively, and $695,000 and $699,000 for the six months ended June 30, 2016 and 2015, 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, 2016 2015 (in thousands) Finished goods $ 147,884 $ 133,618 Work in process 1,618 1,754 Raw materials 1,091 1,518 Total $ 150,593 $ 136,890 |
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. |
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 December 2015, the Company commenced an in-depth review of its U.S. Wholesale business segment, which included the evaluation of the segment’s efficiency and effectiveness. The Company expanded this restructuring plan in the first quarter of 2016 to focus on more specific actions required to achieve the plan’s objectives. During the three and six months ended June 30, 2016, the Company recorded $1.1 million and $1.7 million, respectively, of restructuring expense related to the execution of this plan. At June 30, 2016, $158,000 was accrued related to severance expense from the restructuring plan. The Company expects the remaining severance will be paid in the third quarter of 2016 and does not anticipate that it will incur any further charges related to the U.S. Wholesale restructuring. |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements Effective January 1, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Effective January 1, 2016, the Company adopted ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement Effective January 1, 2016, the Company adopted ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments |
Accounting Pronouncements to be Adopted in Future Periods | Accounting Pronouncements to be Adopted in Future Periods In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02, Leases, In July 2015, the FASB issued ASU 2015-11, Inventory: Simplifying the Measurement of Inventory In May 2014, the 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, 2016 | |
Components of Inventory | The components of inventory are as follows: June 30, December 31, 2016 2015 (in thousands) Finished goods $ 147,884 $ 133,618 Work in process 1,618 1,754 Raw materials 1,091 1,518 Total $ 150,593 $ 136,890 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Grupo Vasconia S.A.B. | |
Summarized Statement of Income Information for Vasconia in USD and MXN | A summarized statement of income information for Vasconia in USD and MXN is as follows: Three Months Ended June 30, 2016 2015 (in thousands) USD MXN USD MXN Net sales $ 37,854 $ 684,771 $ 49,650 $ 760,472 Gross profit 7,446 134,700 10,646 163,063 Income from operations 2,073 37,502 3,862 59,150 Net income 516 9,335 2,318 35,510 Six Months Ended June 30, 2016 2015 (in thousands) USD MXN USD MXN Net Sales $ 75,178 $ 1,357,349 $ 96,989 $ 1,467,907 Gross Profit 12,864 232,334 20,082 304,075 Income from operations 2,996 54,135 6,609 100,198 Net Income 736 13,294 3,564 54,122 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Components of Intangible Assets | Intangible assets consist of the following (in thousands): June 30, 2016 December 31, 2015 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 (8,689 ) 7,158 15,847 (8,462 ) 7,385 Trade names 29,864 (7,962 ) 21,902 29,724 (6,818 ) 22,906 Customer relationships 50,922 (12,832 ) 38,090 50,823 (10,806 ) 40,017 Other 1,267 (737 ) 530 1,202 (634 ) 568 Total $ 123,617 $ (30,220 ) $ 93,397 $ 123,313 $ (26,720 ) $ 96,593 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Values of Derivative Financial Instruments Included in Condensed Consolidated Balance Sheets | The fair values of the Company’s derivative financial instruments included in the condensed consolidated balance sheets are presented as follows (in thousands): Liabilities Derivatives designated as hedging instruments Balance Sheet Location June 30, December 31, Interest rate swaps Accrued Expenses $ 45 $ 10 Deferred rent & other 68 25 Assets Derivatives not designated as hedging instruments Balance Sheet Location June 30, December 31, Foreign exchange contracts Prepaid expenses and $ 623 $ 261 |
Gains and Losses Related to Derivative Financial Instruments Designated as Hedging Instruments and Not Designated as Hedging Instruments | The amounts of the gains and losses related to the Company’s derivative financial instruments designated as hedging instruments are presented as follows (in thousands): Amount of Gain (Loss) Recognized in Other comprehensive income (loss) on Derivatives Three Months Ended June 30, Six Months Ended June 30, Derivatives designated as hedging instruments 2016 2015 2016 2015 Interest rate swaps $ (4 ) $ 17 $ (47 ) $ (37 ) Amount of Gain Recognized in Earnings on Location of Gain Three Months Six Months Derivatives not designated as hedging instruments 2016 2015 2016 2015 Foreign exchange contracts Selling, general and $ 433 $ 122 $ 867 $ 122 |
STOCK COMPENSATION (Tables)
STOCK COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2016 2,242,202 $ 14.28 Grants 56,850 15.69 Exercises (138,443 ) 8.60 Cancellations (23,375 ) 15.32 Expirations (218,100 ) 27.93 Options outstanding, June 30, 2016 1,919,134 13.16 5.2 $ 4,879,600 Options exercisable, June 30, 2016 1,566,326 $ 12.45 4.6 $ 4,702,600 |
Summary of Restricted Stock Activity | A summary of the Company’s restricted stock activity and related information for the six months ended June 30, 2016 is as follows: Restricted Weighted- Nonvested restricted shares, January 1, 2016 101,435 $ 14.77 Grants 109,170 15.64 Vested (42,972 ) 14.84 Cancellations (2,000 ) 14.84 Nonvested restricted shares, June 30, 2016 165,633 $ 15.33 Total unrecognized compensation expense remaining $ 2,347,300 Weighted-average years expected to be recognized over 3.1 |
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, 2016 is as follows: Performance- awards (1) Weighted- Nonvested performance-based awards, January 1, 2016 66,150 $ 14.84 Grants 82,000 15.69 Cancellations (1,691 ) 14.84 Nonvested performance-based awards, June 30, 2016 146,459 $ 15.32 Total unrecognized compensation expense remaining $ 1,734,900 Weighted-average years expected to be recognized over 2.1 (1) Represents the target number of shares to be issued for each performance-based award. |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Calculations of Basic and Diluted Loss per Common Share | The calculations of basic and diluted loss per common share for the three and six month periods ended June 30, 2016 and 2015 are as follows: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (in thousands, except per share amounts) Net loss – basic and diluted $ (1,191 ) $ (1,727 ) $ (5,479 ) $ (3,832 ) Weighted-average shares outstanding – basic and diluted 14,155 13,845 14,059 13,779 Basic and diluted loss per common share $ (0.08 ) $ (0.12 ) $ (0.39 ) $ (0.28 ) |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 are 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 2016 2015 2016 2015 (in thousands) Net sales U.S. Wholesale $ 92,738 $ 94,601 $ 175,006 $ 181,122 International 21,560 22,464 45,233 47,829 Retail Direct 3,752 3,870 8,736 9,641 Total net sales $ 118,050 $ 120,935 $ 228,975 $ 238,592 Loss from operations U.S. Wholesale $ 3,268 $ 3,133 $ 1,479 $ 5,084 International (382 ) (1,577 ) 13 (2,122 ) Retail Direct 6 (358 ) 43 (407 ) Unallocated corporate expenses (3,180 ) (2,185 ) (7,038 ) (5,713 ) Loss from operations $ (288 ) $ (987 ) $ (5,503 ) $ (3,158 ) Depreciation and amortization U.S. Wholesale $ 2,272 $ 2,258 $ 4,451 $ 4,445 International 1,270 1,340 2,540 2,670 Retail Direct 36 40 71 78 Total depreciation and amortization $ 3,578 $ 3,638 $ 7,062 $ 7,193 June 30, December 31, 2016 2015 (in thousands) Assets U.S. Wholesale $ 273,760 $ 269,143 International 113,395 115,128 Retail Direct 256 443 Unallocated/ Corporate/ Other 13,772 13,617 Total assets $ 401,183 $ 398,331 |
OTHER (Tables)
OTHER (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Cash Dividends Declared | Dividends declared in the six months ended June 30, 2016 are as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 March 3, 2016 May 2, 2016 May 16, 2016 $ 0.0425 June 9, 2016 August 1, 2016 August 15, 2016 |
Supplemental Cash Flow Information | Supplemental cash flow information Six Months Ended 2016 2015 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 1,971 $ 2,423 Cash paid for taxes 5,923 6,288 Non-cash investing activities: Translation adjustment $ 5,133 $ 1,507 |
Components of Accumulated Other Comprehensive Loss, Net | Components of accumulated other comprehensive loss, net Three Months Ended Six Months Ended 2016 2015 2016 2015 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (14,640 ) $ (10,385 ) $ (12,961 ) $ (7,680 ) Translation loss during period (3,454 ) 1,198 (5,133 ) (1,507 ) Amounts reclassified from accumulated other comprehensive loss: (1) Currency translation adjustment 378 — 378 — Balance at end of period $ (17,716 ) $ (9,187 ) $ (17,716 ) $ (9,187 ) Accumulated deferred losses on cash flow hedges: Balance at beginning of period $ (63 ) $ (72 ) $ (20 ) $ (18 ) Derivative fair value adjustment, net of taxes of $3 and $12 for the three month periods ended June 30, 2016 and 2015, respectively and $32 and $25 for the six month periods ended June 30, 2016 and 2015, respectively. (4 ) 17 (47 ) (37 ) Balance at end of period $ (67 ) $ (55 ) $ (67 ) $ (55 ) Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (1,190 ) $ (2,204 ) $ (1,204 ) $ (2,224 ) Amounts reclassified from accumulated other comprehensive loss: (2) Amortization of actuarial losses, net of taxes of $9 and $13 for the three month periods ended June 30, 2016 and 2015, respectively and $18 and $26 for the six month periods ended June 30, 2016 and 2015, respectively. 13 20 27 40 Balance at end of period $ (1,177 ) $ (2,184 ) $ (1,177 ) $ (2,184 ) Total accumulated other comprehensive loss at end of period $ (18,960 ) $ (11,426 ) $ (18,960 ) $ (11,426 ) (1) Amount is recorded in equity in earnings (losses) on the condensed consolidated statements of operations. (2) 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, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Percentage of total annual net sales in the third and fourth quarters | 59.00% | 60.00% | ||||
Shipping and handling revenue | $ 301,000 | $ 290,000 | $ 695,000 | $ 699,000 | ||
Restructuring Charges | 1,060,000 | 1,701,000 | ||||
OTHER ASSETS | 2,196,000 | 2,196,000 | $ 2,022,000 | |||
Current maturity of Credit Agreement Term Loan | 9,836,000 | 9,836,000 | 19,646,000 | |||
Credit Agreement Term Loan | 4,426,000 | 4,426,000 | 14,733,000 | |||
Employee Severance | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Restructuring Reserve | $ 158,000 | $ 158,000 | ||||
Restatement Adjustment | Accounting Standards Update 2015-03 | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
OTHER ASSETS | (621,000) | |||||
Current maturity of Credit Agreement Term Loan | (354,000) | |||||
Credit Agreement Term Loan | $ (267,000) |
Components of Inventory (Detail
Components of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Finished goods | $ 147,884 | $ 133,618 |
Work in process | 1,618 | 1,754 |
Raw materials | 1,091 | 1,518 |
Total | $ 150,593 | $ 136,890 |
Investments - Additional Inform
Investments - Additional Information (Detail) BRL in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016USD ($)MXN / $ | Jun. 30, 2016BRLMXN / $ | Jun. 30, 2015USD ($)MXN / $ | Jun. 30, 2016USD ($)MXN / $ | Jun. 30, 2015USD ($)MXN / $ | Dec. 31, 2015USD ($)MXN / $ | ||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity in earnings (losses), net of taxes | $ 18,000 | $ 2,000 | $ (132,000) | $ 290,000 | |||
Reclassification of losses for currency translation out of Other comprehensive income (loss) and into to Equity in earnings (losses) | [1] | (378,000) | (378,000) | ||||
Sales proceeds from disposal of equity method investment | 567,000 | ||||||
GS Internacional S/A | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Carrying value of investment | $ 0 | $ 0 | |||||
Equity interest, percentage sold | 40.00% | 40.00% | |||||
Reclassification of losses for currency translation out of Other comprehensive income (loss) and into to Equity in earnings (losses) | $ 378,000 | ||||||
Sales proceeds from disposal of equity method investment | 567,000 | BRL 2.3 | |||||
Gain on disposal of equity method investment | $ 189,000 | ||||||
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 / $ | 18.51 | 18.51 | 17.38 | ||||
Decrease in equity method investment | $ (1,700,000) | (2,500,000) | |||||
Equity in earnings (losses), net of taxes | $ (171,000) | 2,000 | (321,000) | 296,000 | |||
Equity in earnings (losses), deferred taxes | 300,000 | $ 600,000 | 500,000 | $ 600,000 | |||
Fair value of investment | 33,800,000 | 33,800,000 | $ 35,900,000 | ||||
Carrying value of investment | $ 23,200,000 | $ 23,200,000 | 24,700,000 | ||||
Grupo Vasconia S.A.B. | Transaction 02 | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Average daily exchange rate for period - MXN to USD | MXN / $ | 18.09 | 18.09 | 15.31 | ||||
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 / $ | 18.06 | 15.13 | |||||
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 / $ | 18.07 | 15.19 | |||||
Grupo Vasconia S.A.B. | Prepaid expenses and other current assets | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Due from related party | 55,000 | ||||||
Grupo Vasconia S.A.B. | Accrued expenses and accounts payable | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Due to related party | $ 71,000 | $ 71,000 | $ 28,000 | ||||
[1] | Amount is recorded in equity in earnings (losses) on the condensed consolidated statements of operations. |
Summarized Statement of Income
Summarized Statement of Income Information for Vasconia in USD and MXN (Detail) - Grupo Vasconia S.A.B. MXN in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016USD ($) | Jun. 30, 2016MXN | Jun. 30, 2015USD ($) | Jun. 30, 2015MXN | Jun. 30, 2016USD ($) | Jun. 30, 2016MXN | Jun. 30, 2015USD ($) | Jun. 30, 2015MXN | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Net sales | $ 37,854 | MXN 684,771 | $ 49,650 | MXN 760,472 | $ 75,178 | MXN 1,357,349 | $ 96,989 | MXN 1,467,907 |
Gross profit | 7,446 | 134,700 | 10,646 | 163,063 | 12,864 | 232,334 | 20,082 | 304,075 |
Income from operations | 2,073 | 37,502 | 3,862 | 59,150 | 2,996 | 54,135 | 6,609 | 100,198 |
Net income | $ 516 | MXN 9,335 | $ 2,318 | MXN 35,510 | $ 736 | MXN 13,294 | $ 3,564 | MXN 54,122 |
Components of Intangible Assets
Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
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) | 123,617 | 123,313 |
Finite-Lived Intangible Assets, Accumulated Amortization | (30,220) | (26,720) |
Intangible Assets, Net (Including Goodwill) | 93,397 | 96,593 |
License | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 15,847 | 15,847 |
Finite-Lived Intangible Assets, Accumulated Amortization | (8,689) | (8,462) |
Finite-Lived Intangible Assets, Net | 7,158 | 7,385 |
Trade Names | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 29,864 | 29,724 |
Finite-Lived Intangible Assets, Accumulated Amortization | (7,962) | (6,818) |
Finite-Lived Intangible Assets, Net | 21,902 | 22,906 |
Customer Relationships | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 50,922 | 50,823 |
Finite-Lived Intangible Assets, Accumulated Amortization | (12,832) | (10,806) |
Finite-Lived Intangible Assets, Net | 38,090 | 40,017 |
Other | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,267 | 1,202 |
Finite-Lived Intangible Assets, Accumulated Amortization | (737) | (634) |
Finite-Lived Intangible Assets, Net | $ 530 | $ 568 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Aug. 09, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2016CNY (¥) | Apr. 01, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | May 31, 2015USD ($) |
Second Amended and Restated Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maturity date | 2019-01 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding borrowing under credit facility | $ 14,500,000 | $ 35,000,000 | |||||
Prepayment of term loan | $ 15,200,000 | ||||||
Excess cash flow percentage related to prepayment of term loan | 50.00% | ||||||
Unamortized debt issuance costs | 238,000 | 621,000 | |||||
Write off of debt issuance cost | 300,000 | ||||||
Minimum availability under revolving credit to maintain minimum fixed charge ratio for four consecutive months | 17,500,000 | ||||||
Term Loan | Minimum | |||||||
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 | ||||||
Outstanding borrowing under credit facility | 105,900,000 | 65,600,000 | |||||
Open letters of credit | 2,200,000 | 1,400,000 | |||||
Availability under revolving credit facility | $ 58,300,000 | ||||||
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 | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rates on outstanding borrowings | 2.50% | 2.50% | |||||
Percentage of line of credit facility unused capacity commitment fee | 0.375% | ||||||
Revolving Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rates on outstanding borrowings | 5.00% | 5.00% | |||||
Revolving Credit Facility | Maximum | Subsequent Event | After Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Non-recurring charges | $ 5,000,000 | ||||||
Revolving Credit Facility | Maximum | Subsequent Event | Prior to Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Non-recurring charges | $ 2,000,000 | ||||||
Revolving Credit Facility | Multi-currency Borrowings | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 40,000,000 | ||||||
Revolving Credit Facility | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
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 1.20 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 June 30 and September 30, 2016; and 3.75 to 1.00 for each fiscal quarter ending thereafter. For any fiscal quarter of the Company ending on September 30th, the maximum Senior Leverage Ratio is increased by an additional 0.25:1.00 in excess of the applicable level otherwise provided. | ||||||
Revolving Credit Facility | Term Loan | For each of four consecutive fiscal quarter periods | |||||||
Debt Instrument [Line Items] | |||||||
Fixed charge coverage ratio minimum | 120.00% | 120.00% | |||||
Revolving Credit Facility | Term Loan | 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 | Term Loan | For each fiscal quarter ending thereafter | |||||||
Debt Instrument [Line Items] | |||||||
Senior leverage ratio | 375.00% | 375.00% | |||||
Revolving Credit Facility | Term Loan | Additional in excess of the applicable level for any fiscal quarter ending on September 30th | |||||||
Debt Instrument [Line Items] | |||||||
Senior leverage ratio | 25.00% | 25.00% | |||||
Revolving Credit Facility | Term Loan | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Minimum availability under revolving credit to maintain minimum fixed charge ratio for three consecutive months | $ 20,000,000 | ||||||
Other than certain subordinated indebtedness | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | 51,000,000 | ||||||
HSBC Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | 2,900,000 | ¥ 18,000,000 | |||||
Outstanding borrowing under credit facility | $ 131,000 | ¥ 870,000 | $ 252,000 | ¥ 1,600,000 | |||
Interest rates on outstanding borrowings | 5.00% | 5.00% |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Commencement date | 2013-03 | |
Expiration date | Jun. 30, 2018 | |
Duration of losses in other comprehensive income expected to be reclassified to earnings | 12 months | |
Cash Flow Hedging | Interest Expense | ||
Derivative [Line Items] | ||
Gains (losses) in other comprehensive income expected to be reclassified to earnings | $ 0 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Contract | ||
Derivative [Line Items] | ||
Notional value | 17,500,000 | $ 20,100,000 |
Not Designated as Hedging Instrument | Foreign exchange contract | ||
Derivative [Line Items] | ||
Notional value | $ 12,000,000 | $ 5,500,000 |
Fair Values of Derivative Finan
Fair Values of Derivative Financial Instruments Included in Consolidated Balance Sheets (Detail) - Fair Value, Observable inputs, Level 2 - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Designated as Hedging Instrument | Interest Rate Contract | Deferred rent & other Long-term liability | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Liabilities | $ 68 | $ 25 |
Designated as Hedging Instrument | Interest Rate Contract | Accrued Expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Liabilities | 45 | 10 |
Not Designated as Hedging Instrument | Foreign exchange contract | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Assets | $ 623 | $ 261 |
Gains and Losses Related to Der
Gains and Losses Related to Derivative Financial Instruments Designated as Hedging Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Designated as Hedging Instrument | Interest Rate Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) recognized in OCI | $ (4) | $ 17 | $ (47) | $ (37) |
Gains and Losses Related to D36
Gains and Losses Related to Derivative Financial Instruments Not Designated as Hedging Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Not Designated as Hedging Instrument | Foreign exchange contract | Selling, general and administrative expenses | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain Recognized in Income on Derivative | $ 433 | $ 122 | $ 867 | $ 122 |
Summary of Stock Option (Detail
Summary of Stock Option (Detail) | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Options | |
Beginning balance | shares | 2,242,202 |
Grants | shares | 56,850 |
Exercises | shares | (138,443) |
Cancellations | shares | (23,375) |
Expirations | shares | (218,100) |
Ending balance | shares | 1,919,134 |
Options exercisable at End of Period | shares | 1,566,326 |
Weighted-average exercise price | |
Beginning balance | $ / shares | $ 14.28 |
Grants | $ / shares | 15.69 |
Exercises | $ / shares | 8.60 |
Cancellations | $ / shares | 15.32 |
Expirations | $ / shares | 27.93 |
Ending balance | $ / shares | 13.16 |
Options exercisable at End of Period | $ / shares | $ 12.45 |
Weighted-average remaining contractual life (years) | |
Options outstanding, Ending balance | 5 years 2 months 12 days |
Options exercisable, Ending balance | 4 years 7 months 6 days |
Aggregate intrinsic value | |
Options outstanding, end of period | $ | $ 4,879,600 |
Options exercisable, end of period | $ | $ 4,702,600 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total intrinsic value of stock options exercised | $ 900,000 | $ 600,000 | |||
Unrecognized stock option compensation cost | $ 2,200,000 | 2,200,000 | |||
Stock compensation expense | 500,000 | $ 800,000 | 1,290,000 | 1,523,000 | |
Stock compensation expense, stock option | 200,000 | 600,000 | 700,000 | 1,200,000 | |
Stock compensation expense, Performance based and restricted share | $ 300,000 | $ 200,000 | 600,000 | 300,000 | |
Stock compensation expense, stock awards granted | $ 32,000 | $ 53,000 | |||
Amended and Restated Long Term Incentive Plan Two Thousand | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant | 403,279 | 403,279 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period | 2 years | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period | 3 years 1 month 6 days | ||||
Total fair value of restricted stock vested | $ 658,300 | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period | [1] | 2 years 1 month 6 days | |||
Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares range percentage | 150.00% | ||||
[1] | Represents the target number of shares to be issued for each performance-based award. |
Summary of Restricted Stock Act
Summary of Restricted Stock Activity (Detail) - Restricted Stock | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Number of shares | |
Beginning balance | shares | 101,435 |
Grants | shares | 109,170 |
Vested | shares | (42,972) |
Cancellations | shares | (2,000) |
Ending balance | shares | 165,633 |
Total unrecognized compensation expense remaining | $ | $ 2,347,300 |
Weighted-average years expected to be recognized over | 3 years 1 month 6 days |
Weighted-average exercise price | |
Beginning balance | $ / shares | $ 14.77 |
Grants | $ / shares | 15.64 |
Vested | $ / shares | 14.84 |
Cancellations | $ / shares | 14.84 |
Ending balance | $ / shares | $ 15.33 |
Summary of Performance-based Aw
Summary of Performance-based Award Activity (Detail) - Performance Shares | 6 Months Ended | |
Jun. 30, 2016USD ($)$ / sharesshares | ||
Number of shares | ||
Beginning balance | shares | 66,150 | [1] |
Grants | shares | 82,000 | [1] |
Cancellations | shares | (1,691) | [1] |
Ending balance | shares | 146,459 | [1] |
Total unrecognized compensation expense remaining | $ | $ 1,734,900 | [1] |
Weighted-average years expected to be recognized over | 2 years 1 month 6 days | [1] |
Weighted-average grant date fair value | ||
Beginning balance | $ / shares | $ 14.84 | |
Grants | $ / shares | 15.69 | |
Cancellations | $ / shares | 14.84 | |
Ending balance | $ / shares | $ 15.32 | |
[1] | Represents the target number of shares to be issued for each performance-based award. |
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, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share Disclosure [Line Items] | ||||
Net loss - basic and diluted | $ (1,191) | $ (1,727) | $ (5,479) | $ (3,832) |
Weighted-average shares outstanding - basic and diluted | 14,155 | 13,845 | 14,059 | 13,779 |
Basic and diluted loss per common share | $ (0.08) | $ (0.12) | $ (0.39) | $ (0.28) |
Loss Per Common Share - Additio
Loss Per Common Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Options | ||||
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 | 1,919,134 | 2,236,402 | 2,053,393 | 2,256,665 |
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 | 165,633 | 93,602 | 133,746 | 46,801 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Income Tax Examination [Line Items] | |
Gross liability for tax positions | $ 171,000 |
Tax positions that will be resolved within the next twelve months | $ 69,000 |
Income tax examination years description | The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2013. |
Domestic | Minimum | |
Income Tax Examination [Line Items] | |
Income tax examination year | 2,012 |
Domestic | Maximum | |
Income Tax Examination [Line Items] | |
Income tax examination year | 2,015 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
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, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 118,050 | $ 120,935 | $ 228,975 | $ 238,592 | |
Depreciation and amortization | 3,578 | 3,638 | 7,062 | 7,193 | |
Loss from operations | (288) | (987) | (5,503) | (3,158) | |
Assets | 401,183 | 401,183 | $ 398,331 | ||
Unallocated corporate expenses | |||||
Segment Reporting Information [Line Items] | |||||
Loss from operations | (3,180) | (2,185) | (7,038) | (5,713) | |
Assets | 13,772 | 13,772 | 13,617 | ||
U.S. Wholesale | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 92,738 | 94,601 | 175,006 | 181,122 | |
Depreciation and amortization | 2,272 | 2,258 | 4,451 | 4,445 | |
U.S. Wholesale | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Loss from operations | 3,268 | 3,133 | 1,479 | 5,084 | |
Assets | 273,760 | 273,760 | 269,143 | ||
International | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 21,560 | 22,464 | 45,233 | 47,829 | |
Depreciation and amortization | 1,270 | 1,340 | 2,540 | 2,670 | |
International | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Loss from operations | (382) | (1,577) | 13 | (2,122) | |
Assets | 113,395 | 113,395 | 115,128 | ||
Retail Direct | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 3,752 | 3,870 | 8,736 | 9,641 | |
Depreciation and amortization | 36 | 40 | 71 | 78 | |
Retail Direct | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Loss from operations | 6 | $ (358) | 43 | $ (407) | |
Assets | $ 256 | $ 256 | $ 443 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | Dec. 11, 2015USD ($) |
Capital cost | |
Commitments and Contingencies Disclosure [Line Items] | |
Remedial alternative, EPA preferred remedy | $ 7.3 |
Cash Dividends Declared (Detail
Cash Dividends Declared (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0425 | $ 0.0375 | $ 0.0850 | $ 0.0750 |
Payment date | Aug. 15, 2016 | |||
Dividend Payment 1st | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0425 | |||
Date declared | Mar. 3, 2016 | |||
Date of record | May 2, 2016 | |||
Payment date | May 16, 2016 | |||
Dividend Payment 2nd | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0425 | |||
Date declared | Jun. 9, 2016 | |||
Date of record | Aug. 1, 2016 | |||
Payment date | Aug. 15, 2016 |
Other - Additional Information
Other - Additional Information (Detail) - USD ($) | Aug. 04, 2016 | May 16, 2016 | Feb. 15, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Other [Line Items] | |||||||
Cash dividend paid | $ 602,000 | $ 594,000 | $ 1,198,000 | $ 1,033,000 | |||
Dividend payable | $ 619,000 | $ 619,000 | |||||
Dividend payable date | Aug. 15, 2016 | ||||||
Quarterly dividend declared | $ 0.0425 | $ 0.0375 | $ 0.0850 | $ 0.0750 | |||
Dividend Declared | Subsequent Event | |||||||
Other [Line Items] | |||||||
Dividend payable date | Nov. 15, 2016 | ||||||
Dividend declaration date | Aug. 4, 2016 | ||||||
Quarterly dividend declared | $ 0.0425 | ||||||
Dividend declared, date of record | Nov. 1, 2016 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 1,971 | $ 2,423 |
Cash paid for taxes | 5,923 | 6,288 |
Non-cash investing activities: | ||
Translation adjustment | $ 5,133 | $ 1,507 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||
Accumulated translation adjustment: | ||||||
Balance at beginning of period | $ (14,640) | $ (10,385) | $ (12,961) | $ (7,680) | ||
Translation loss during period | (3,454) | 1,198 | (5,133) | (1,507) | ||
Amounts reclassified from accumulated other comprehensive loss: | ||||||
Currency translation adjustment | [1] | 378 | 378 | |||
Balance at end of period | (17,716) | (9,187) | (17,716) | (9,187) | ||
Accumulated deferred gains (losses) on cash flow hedges: | ||||||
Balance at beginning of period | (63) | (72) | (20) | (18) | ||
Derivative fair value adjustment, net of taxes of $3 and $12 for the three month periods ended June 30, 2016 and 2015, respectively and $32 and $25 for the six month periods ended June 30, 2016 and 2015, respectively. | (4) | 17 | (47) | (37) | ||
Balance at end of period | (67) | (55) | (67) | (55) | ||
Accumulated effect of retirement benefit obligations: | ||||||
Balance at beginning of period | (1,190) | (2,204) | (1,204) | (2,224) | ||
Amounts reclassified from accumulated other comprehensive loss: | ||||||
Amortization of actuarial losses, net of taxes of $9 and $13 for the three month periods ended June 30, 2016 and 2015, respectively and $18 and $26 for the six month periods ended June 30, 2016 and 2015, respectively. | [2] | 13 | 20 | 27 | 40 | |
Balance at end of period | (1,177) | (2,184) | (1,177) | (2,184) | ||
Total accumulated other comprehensive loss at end of period | $ (18,960) | $ (11,426) | $ (18,960) | $ (11,426) | $ (14,185) | |
[1] | Amount is recorded in equity in earnings (losses) on the condensed consolidated statements of operations. | |||||
[2] | Amounts are recorded in selling, general and administrative expense on the condensed consolidated statements of operations. |
Components of Accumulated Oth51
Components of Accumulated Other Comprehensive Loss, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Derivative fair value adjustment, tax | $ 3 | $ 12 | $ 32 | $ 25 |
Amortization of actuarial losses, taxes | $ 9 | $ 13 | $ 18 | $ 26 |