Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 14,816,128 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,533 | $ 7,883 |
Accounts receivable, less allowances of $4,658 at September 30, 2017 and $5,725 at December 31, 2016 | 119,732 | 104,556 |
Inventory (Note A) | 175,645 | 135,212 |
Prepaid expenses and other current assets | 7,110 | 8,796 |
Income taxes receivable (Note I) | 862 | |
TOTAL CURRENT ASSETS | 308,882 | 256,447 |
PROPERTY AND EQUIPMENT, net | 20,091 | 21,131 |
INVESTMENTS (Note C) | 24,480 | 22,712 |
INTANGIBLE ASSETS, net (Note D) | 90,045 | 89,219 |
DEFERRED INCOME TAXES (Note I) | 8,458 | 8,459 |
OTHER ASSETS | 1,768 | 1,886 |
TOTAL ASSETS | 453,724 | 399,854 |
CURRENT LIABILITIES | ||
Current maturity of Credit Agreement Term Loan (Note E) | 9,343 | |
Short term loan | 123 | 113 |
Accounts payable | 47,987 | 29,698 |
Accrued expenses | 45,339 | 45,212 |
Income taxes payable (Note I) | 6,920 | |
TOTAL CURRENT LIABILITIES | 93,449 | 91,286 |
DEFERRED RENT & OTHER LONG-TERM LIABILITIES | 17,429 | 18,973 |
DEFERRED INCOME TAXES (Note I) | 6,290 | 5,666 |
REVOLVING CREDIT FACILITY (Note E) | 128,457 | 86,201 |
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 September 30, 2017 and December 31, 2016; shares issued and outstanding: 14,797,199 at September 30, 2017 and 14,555,936 at December 31, 2016 | 148 | 146 |
Paid-in capital | 177,459 | 173,600 |
Retained earnings | 59,900 | 60,981 |
Accumulated other comprehensive loss (Note L) | (29,408) | (36,999) |
TOTAL STOCKHOLDERS' EQUITY | 208,099 | 197,728 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 453,724 | $ 399,854 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, allowances | $ 4,658 | $ 5,725 |
Preferred stock, par value | $ 1 | $ 1 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 14,797,199 | 14,555,936 |
Common stock, shares outstanding | 14,797,199 | 14,555,936 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net sales | $ 165,957 | $ 170,124 | $ 396,706 | $ 399,099 |
Cost of sales | 108,769 | 111,802 | 252,780 | 257,232 |
Gross margin | 57,188 | 58,322 | 143,926 | 141,867 |
Distribution expenses | 13,495 | 14,531 | 39,510 | 40,225 |
Selling, general and administrative expenses | 34,088 | 33,009 | 99,572 | 94,662 |
Restructuring expenses | 272 | 526 | 1,701 | |
Income from operations | 9,333 | 10,782 | 4,318 | 5,279 |
Interest expense (Note E) | (1,172) | (1,231) | (3,114) | (3,546) |
Loss on early retirement of debt | (110) | (272) | ||
Income (loss) before income taxes and equity in earnings | 8,161 | 9,551 | 1,094 | 1,461 |
Income tax (provision) benefit (Note I) | (3,505) | (2,961) | (863) | (218) |
Equity in earnings (losses), net of taxes (Note C) | (326) | (138) | 672 | (270) |
NET INCOME | $ 4,330 | $ 6,452 | $ 903 | $ 973 |
BASIC INCOME PER COMMON SHARE (NOTE H) | $ 0.30 | $ 0.45 | $ 0.06 | $ 0.07 |
DILUTED INCOME PER COMMON SHARE (NOTE H) | 0.29 | 0.44 | 0.06 | 0.07 |
Cash dividends declared per common share | $ 0.0425 | $ 0.0425 | $ 0.1275 | $ 0.1275 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net income | $ 4,330 | $ 6,452 | $ 903 | $ 973 |
Other comprehensive income (loss), net of taxes: | ||||
Translation adjustment | 2,246 | (2,007) | 7,534 | (6,762) |
Derivative fair value adjustment | (4) | 33 | 10 | (14) |
Effect of retirement benefit obligations | 16 | 14 | 47 | 41 |
Other comprehensive income (loss), net of taxes | 2,258 | (1,960) | 7,591 | (6,735) |
Comprehensive income (loss) | $ 6,588 | $ 4,492 | $ 8,494 | $ (5,762) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net income | $ 903 | $ 973 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 10,697 | 11,744 |
Amortization of financing costs | 401 | 513 |
Deferred rent | (469) | (125) |
Stock compensation expense | 2,482 | 2,115 |
Undistributed equity in (earnings) losses, net | (644) | 270 |
Loss (gain) on disposal of fixed assets | (23) | |
Loss on early retirement of debt | 110 | 272 |
Changes in operating assets and liabilities (excluding the effects of business acquisitions) | ||
Accounts receivable | (10,524) | (42,360) |
Inventory | (32,508) | (34,552) |
Prepaid expenses, other current assets and other assets | 1,901 | (412) |
Accounts payable, accrued expenses and other liabilities | 14,539 | 38,410 |
Income taxes receivable | (862) | (1,967) |
Income taxes payable | (6,949) | (5,246) |
NET CASH USED IN OPERATING ACTIVITIES | (20,923) | (30,388) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (4,269) | (1,982) |
Proceeds from disposition of GSI | 567 | |
Acquisitions | (9,072) | (9,382) |
NET CASH USED IN INVESTING ACTIVITIES | (13,341) | (10,797) |
FINANCING ACTIVITIES | ||
Proceeds from Revolving Credit Facility | 191,087 | 200,144 |
Repayments of Revolving Credit Facility | (149,289) | (136,175) |
Repayment of Credit Agreement Term Loan | (9,500) | (23,000) |
Proceeds from Short Term Loan | 119 | 118 |
Payments on Short Term Loan | (114) | (248) |
Payments of financing costs | (39) | (13) |
Payments for capital leases | (72) | (55) |
Payments of tax withholding for stock based compensation | (188) | (74) |
Proceeds from exercise of stock options | 1,453 | 1,217 |
Cash dividends paid (Note L) | (1,855) | (1,804) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 31,602 | 40,110 |
Effect of foreign exchange on cash | 312 | (225) |
DECREASE IN CASH AND CASH EQUIVALENTS | (2,350) | (1,300) |
Cash and cash equivalents at beginning of period | 7,883 | 7,131 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 5,533 | $ 5,831 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
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, Fitz and Floyd, Housewares Deals and Lifetime Sterling 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 S-X. 10-K The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2016 and 2015, net sales for the third and fourth quarters accounted for 61% and 59% of total annual net sales, respectively. In anticipation of the pre-holiday 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 $694,000 and $578,000 for the three months ended September 30, 2017 and 2016, respectively, and $1.7 million and $1.6 million for the nine months ended September 30, 2017 and 2016, 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 wholesale 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 In September 2016, the Company identified and corrected an error in the accumulated depreciation balance relating to certain leasehold improvements at one of its U.S. warehouses. Accordingly, distribution expense for the three and nine months ended September 30, 2016 includes $1.3 million of additional depreciation expense to properly reflect the accumulated depreciation balance of these assets as of September 30, 2016. Accounts receivable The Company periodically reviews the collectability of its accounts receivable and establishes allowances for estimated losses that could result from the inability of its customers to make required payments. A considerable amount of judgment is required to assess the ultimate realization of these receivables including assessing the initial and on-going The Company also maintains an allowance for anticipated customer deductions. The allowances for deductions are primarily based on contracts with customers. However, in certain cases the Company does not have a formal contract and, therefore, customer deductions are non-contractual. non-contractual Receivable purchase agreement The Company has an uncommitted Receivables Purchase Agreement with HSBC Bank USA, National Association (“HSBC”), as Purchaser (the “Receivables Purchase Agreement”). The sale of accounts receivable, under the Company’s Receivable Purchase Agreement with HSBC, are reflected as a reduction of accounts receivable in the Company’s condensed consolidated balance sheet at the time of sale and any related expense is included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations. Pursuant to this agreement, the Company sold to HSBC $23.6 million and $62.8 million of Receivables during the three and nine month periods ended September 30, 2017, respectively. A charge of $88,000 and $218,000 related to the sale of the Receivables is included in selling, general and administrative expenses in the condensed consolidated statement of operations for the three and nine month periods ended September 30, 2017, respectively. 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 The components of inventory are as follows: September 30, December 31, 2017 2016 (in thousands) Finished goods $ 172,819 $ 132,564 Work in process 1,689 1,521 Raw materials 1,137 1,127 Total $ 175,645 $ 135,212 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. 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 2016, to reduce costs and achieve synergies, the Company began the process of integrating its legal entities operating in Europe. During the three and nine months ended September 30, 2017, the Company recorded $272,000 and $526,000, of restructuring expense related to the execution of this plan, primarily related to severance. The Company expects to incur approximately $0.6 million of additional restructuring charges in 2017 related to this integration. In December 2015, the Company commenced an in-depth Goodwill, intangible assets and long-lived assets Goodwill and intangible assets deemed to have indefinite lives are not amortized but, instead, are subject to an annual impairment assessment. Additionally, if events or conditions indicate the carrying value of a reporting unit may not be recoverable, the Company would evaluate goodwill and other intangible assets for impairment at that time. As it relates to the goodwill assessment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step Intangibles – Goodwill and Other two-step two-step two-step Long-lived assets, including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Employee healthcare The Company self-insures certain portions of its health insurance plans. 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 IBNR claims, actual claims may vary significantly from estimated claims. Adoption of new accounting pronouncements Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. 2016-09, Effective January 1, 2017, the Company adopted ASU 2015-11, Inventory: Simplifying the Measurement of Inventory first-in, first-out Accounting pronouncements to be adopted in future periods In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases, right-of-use right-of-use In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The Company intends to adopt the new guidance provided under Topic 606 on January 1, 2018, with a cumulative-effect adjustment to opening retained earnings under the modified retrospective approach. Currently, the Company recognizes revenue when title passes to customers and incentives and promotions are recognized as a reduction of revenue, which generally reflects the consideration the Company expects to receive in exchange for the goods sold. The Company’s implementation of this ASU includes the evaluation of its customer agreements to identify terms or conditions that could be considered a performance obligation such that, if material to the terms of the contract, consideration would be allocated to the performance obligation and could accelerate or defer the timing of recognizing revenue. The Company continues to evaluate the presentation of certain contract costs (whether presented gross or offset against revenues) and its principal versus agent arrangements. The Company’s evaluation of the new guidance provided under Topic 606 is not yet complete; however, based on the nature of the Company’s primary revenue sources and current policies, the Company does not expect a significant change in the timing and presentation of recognizing its revenue. |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2017 | |
ACQUISITION | NOTE B — ACQUISITION Fitz and Floyd On August 31, 2017, the Company acquired the Fitz and Floyd business, including the trade names and related working capital, from Fitz and Floyd Enterprises, LLC (“Fitz”) for cash in the amount of $9.1 million. The purchase price was funded by borrowings under the Company’s revolving credit facility. The assets and operating results of the Fitz and Floyd brands are reflected in the Company’s condensed consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations The purchase price was allocated based on the Company’s preliminary estimate of the fair values of the assets acquired and liabilities assumed, as follows (in thousands): Purchase Price Accounts Receivable $ 3,115 Inventory 5,424 Other assets 389 Other liabilities (2,056 ) Goodwill and other intangibles 2,200 Total allocated value $ 9,072 On the basis of estimated fair values, the excess of the purchase price over the net assets acquired of $2.2 million has been allocated as follows: $1.7 million for customer relationships and trade names and $0.5 million for goodwill. The goodwill recognized results from such factors as assembled workforce and the value of other synergies expected from combining operations with the Company. All the goodwill and other intangibles are included in the U.S. Wholesale segment. Customer relationships and trade names are amortized on a straight-line basis over their estimated useful lives (see Note D). |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2017 | |
INVESTMENTS | NOTE C — INVESTMENTS The Company owns an approximately 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 nine month periods ended September 30, 2017 and 2016 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 18.25 and MXN 20.70 at September 30, 2017 and December 31, 2016, 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 17.81 and MXN 18.73 during the three months ended September 30, 2017 and 2016, respectively, and MXN 17.81 to MXN 20.30 and MXN 17.79 to MXN 18.27 during the nine months ended September 30, 2017 and 2016, respectively. The effect of the translation of the Company’s investment resulted in an increase to the investment of $1.3 million and a decrease to the investment of $2.5 million during the nine months ended September 30, 2017 and 2016, respectively (also see Note L). These translation effects are recorded in accumulated other comprehensive income (loss). Included within prepaid expenses and other current assets at September 30, 2017 and December 31, 2016 are amounts due from Vasconia of $47,000 and $83,000, respectively. Included within accrued expenses and accounts payable at September 30, 2017 and December 31, 2016 are amounts due to Vasconia of $70,000 and $220,000, respectively. A summarized statement of income information for Vasconia in USD and MXN is as follows: Three Months Ended September 30, 2017 2016 (in thousands) USD MXN USD MXN Net sales $ 40,184 $ 715,577 $ 34,416 $ 644,788 Gross profit 7,553 134,507 5,736 107,474 Income from operations 1,766 31,440 630 11,798 Net loss (648 ) (11,538 ) (215 ) (4,020 ) Nine Months Ended September 30, 2017 2016 (in thousands) USD MXN USD MXN Net sales $ 118,743 $ 2,236,897 $ 109,594 $ 2,002,137 Gross profit 23,162 437,718 18,601 339,808 Income from operations 5,881 112,027 3,626 65,933 Net income 1,754 35,168 521 9,274 The Company recorded equity in losses of Vasconia of $326,000 and equity in earnings of Vasconia of $672,000, net of taxes, for the three and nine months ended September 30, 2017, respectively. The Company recorded equity in losses of Vasconia of $138,000 and $459,000, net of taxes, for the three and nine months ended September 30, 2016, respectively. Due to the requirement to record tax benefits/ expenses for foreign currency translation losses/ gains through other comprehensive income (loss), with a corresponding adjustment to deferred tax liabilities, equity in earnings (losses) for the three and nine months ended September 30, 2017 includes a deferred tax expense of $0.1 million and deferred tax benefit of $0.2 million, respectively. Equity in losses for the three and nine months ended September 30, 2016 includes deferred tax expense of $0.1 million and $0.5 million, respectively. As of September 30, 2017 and December 31, 2016, the fair value (based upon Vasconia’s quoted stock price on the Mexican Stock Exchange using the average exchange rates of MXN 18.25 and MXN 20.70, respectively) of the Company’s investment in Vasconia was $34.3 million and $29.0 million, respectively. The carrying value of the Company’s investment in Vasconia was $24.2 million and $22.5 million as of September 30, 2017 and December 31, 2016, respectively. The Company evaluated the disclosure requirements of ASC Topic No. 860, Transfers and Servicing |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
INTANGIBLE ASSETS | NOTE D — INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): September 30, 2017 December 31, 2016 Gross Accumulated Net Gross Accumulated Net Goodwill $ 15,765 $ — $ 15,765 $ 14,201 $ — $ 14,201 Indefinite-lived intangible assets: Trade names 7,616 — 7,616 7,616 — 7,616 Finite-lived intangible assets: Licenses 15,847 (9,255 ) 6,592 15,847 (8,919 ) 6,928 Trade names 33,295 (10,421 ) 22,874 31,150 (8,286 ) 22,864 Customer relationships 52,755 (15,935 ) 36,820 49,372 (12,188 ) 37,184 Other 1,163 (785 ) 378 1,266 (840 ) 426 Total $ 126,441 $ (36,396 ) $ 90,045 $ 119,452 $ (30,233 ) $ 89,219 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
DEBT | NOTE E — DEBT The Company’s Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A, as Administrative Agent and Co-Collateral Co-Collateral At September 30, 2017 and December 31, 2016, borrowings outstanding under the Revolving Credit Facility were $128.5 million and $86.2 million, respectively, and open letters of credit were $3.2 million and $2.4 million, respectively. In April 2017, the Company repaid the $7.0 million outstanding balance under the Term Loan. As of September 30, 2017 and December 31, 2016, $0 and $9.5 million was outstanding under the Term Loan, respectively. At September 30, 2017 and December 31, 2016, unamortized debt issuance costs were $0 and $157,000, respectively. At September 30, 2017, availability under the Revolving Credit Facility was approximately $43.4 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. Interest rates on outstanding borrowings at September 30, 2017 ranged from 2.25% to 5.25%. 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 Company was in compliance with the financial covenants of the Credit Agreement as of September 30, 2017. |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 2017 | |
DERIVATIVES | NOTE F- The Company is a party to interest rate swap agreements with an aggregate notional value of $7.9 million and $14.0 million, at September 30, 2017 and December 31, 2016, 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 inventory purchases denominated in foreign currencies. The aggregate gross notional value of foreign exchange contracts at September 30, 2017 and December 31, 2016 were $40.5 million and $38.3 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): Derivatives designated as hedging instruments Balance Sheet Location September 30, December 31, Interest rate swaps Prepaid expenses $ 12 $ — Accrued expenses — 4 Deferred rent & other long-term — 3 Derivatives not designated as hedging Balance Sheet Location September 30, December 31, Foreign exchange contracts Prepaid expenses and other current assets $ — $ 924 Accrued expenses 1,762 — 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 recognized in other comprehensive income (loss) as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Derivatives designated as hedging instruments 2017 2016 2017 2016 Interest rate swaps $ (4 ) $ 33 $ 10 $ (14 ) 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 recognized in earnings as follows (in thousands): Location of Gain (Loss) Recognized in Earnings on Derivatives Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments 2017 2016 2017 2016 Foreign exchange contracts Selling, general and administrative expense $ (1,082 ) $ 403 $ (2,648 ) $ 1,271 |
STOCK COMPENSATION
STOCK COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
STOCK COMPENSATION | NOTE G — STOCK COMPENSATION On June 22, 2017, the shareholders of the Company approved an amendment to the Company’s Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”). The Plan revised the terms and conditions of the Amended and Restated 2000 Long-Term Incentive Plan to increase the shares available for grant under the plan by 437,500 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 September 30, 2017, there were 592,369 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 nine months ended September 30, 2017 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2017 1,775,400 $ 13.44 Grants 125,750 17.38 Exercises (132,000 ) 12.16 Cancellations (27,700 ) 16.32 Expirations (90,250 ) 20.53 Options outstanding, September 30, 2017 1,651,200 13.40 4.6 $ 8,293,000 Options exercisable, September 30, 2017 1,383,506 $ 12.73 3.9 $ 7,850,000 The aggregate intrinsic value in the table above represents the total pre-tax in-the-money The total intrinsic value of stock options exercised for the nine month periods ended September 30, 2017 and 2016 was $0.9 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 September 30, 2017, before the effect of income taxes, was $1.3 million and is expected to be recognized over a weighted-average period of 2.2 years. Restricted Stock A summary of the Company’s restricted stock activity and related information for the nine months ended September 30, 2017 is as follows: Restricted Weighted- Non-vested 161,824 $ 15.35 Grants 133,352 18.32 Vested (64,795 ) 15.38 Cancellations (6,064 ) 16.07 Non-vested 224,317 $ 17.09 Total unrecognized compensation expense remaining $ 3,310,000 Weighted-average years expected to be recognized over 2.8 The total fair value of restricted stock that vested during the nine months ended September 30, 2017 was $1.2 million. Performance awards 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 periods, 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 nine months ended September 30, 2017 is as follows: Performance- (1) Weighted- Non-vested 145,962 $ 15.32 Grants 87,000 18.45 Cancellations (4,070 ) 16.52 Non-vested 228,892 $ 16.49 Total unrecognized compensation expense remaining $ 2,090,000 Weighted-average years expected to be recognized over 1.9 (1) Represents the target number of shares to be issued for each performance-based award. The Company recognized total stock compensation expense of $1.0 million for the three months ended September 30, 2017, of which $0.2 million represents stock option compensation expense and $0.8 million represents restricted stock and performance based compensation expense. For the nine months ended September 30, 2017 the Company recognized total stock compensation expense of $2.5 million, of which $0.8 million represents stock option compensation expense, $1.7 million represents restricted stock and performance based compensation expense. The Company recognized total stock compensation expense of $0.8 million for the three months ended September 30, 2016, of which $0.4 million represents stock option compensation expense and $0.4 million represents restricted stock and performance based compensation expense. For the nine months ended September 30, 2016 the Company recognized total stock compensation expense of $2.1 million, of which $1.0 million represents stock option compensation expense, $1.1 million represents restricted stock and performance based compensation expense and $32,000 represents stock awards granted in 2016. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2017 | |
INCOME PER COMMON SHARE | NOTE H — INCOME PER COMMON SHARE Basic income per common share has been computed by dividing net income by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period. Diluted income per common share adjusts net income and basic income per common share for the effect of all potentially dilutive shares of the Company’s common stock. The calculations of basic and diluted income per common share for the three and nine month periods ended September 30, 2017 and 2016 are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (in thousands, except per share amounts) Net income – basic and diluted $ 4,330 $ 6,452 $ 903 $ 973 Weighted-average shares outstanding – basic 14,572 14,266 14,422 14,129 Effect of dilutive securities: Stock options and other stock awards 471 365 478 365 Weighted-average shares outstanding – diluted 15,043 14,631 14,900 14,494 Basic income per common share $ 0.30 $ 0.45 $ 0.06 $ 0.07 Diluted income per common share $ 0.29 $ 0.44 $ 0.06 $ 0.07 The computation of diluted income per common share for the three and nine months ended September 30, 2017 excludes 390,950 shares and 1,461,698 shares, respectively, related to options to purchase shares and other stock awards. The computation of diluted income per common share for the three and nine months ended September 30, 2016 excludes 523,375 shares and 1,632,551 shares, respectively, related to options to purchase shares and other stock awards. These shares, in each case, were excluded due to their antidilutive effect. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
INCOME TAXES | NOTE I — INCOME TAXES On a quarterly basis, the Company evaluates its tax positions and revises its estimates accordingly. The estimated value of the Company’s uncertain tax positions at September 30, 2017 is a gross liability of tax and interest of $117,000. The Company believes that $54,000 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 2014. At September 30, 2017, the periods subject to examination for the Company’s major state jurisdictions are the years ended 2013 through 2016. The Company’s policy for recording interest and penalties is to record such items as a component of income taxes. Interest and penalties were not material to the Company’s financial position, results of operations or cash flows as of and for the three and nine month periods ended September 30, 2017 and 2016. The Company’s effective tax rate for the nine months ended September 30, 2017 was 78.9% as compared to 14.9% for the 2016 period. The effective tax rate for the nine months ended September 30, 2017 increased due to a change in the jurisdictional mix in forecasted earnings for the year, foreign losses for which no benefit was recorded and expense generated on share based compensation pursuant to the requirements of ASU 2014-09, |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2017 | |
BUSINESS SEGMENTS | NOTE J — 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, Fitz and Floyd, Housewares Deals 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 Nine Months Ended 2017 2016 2017 2016 (in thousands) Net sales U.S. Wholesale $ 137,096 $ 139,607 $ 319,258 $ 314,613 International 25,330 26,736 65,923 71,969 Retail Direct 3,531 3,781 11,525 12,517 Total net sales $ 165,957 $ 170,124 $ 396,706 $ 399,099 Income (loss) from operations U.S. Wholesale $ 14,798 $ 14,367 $ 20,745 $ 15,846 International (1,573 ) 1,024 (6,473 ) 1,037 Retail Direct (259 ) (97 ) (420 ) (54 ) Unallocated corporate expenses (3,633 ) (4,512 ) (9,534 ) (11,550 ) Income from operations $ 9,333 $ 10,782 $ 4,318 $ 5,279 Depreciation and amortization U.S. Wholesale $ 3,010 $ 3,386 $ 7,613 $ 7,837 International 1,048 1,264 3,013 3,804 Retail Direct 5 32 71 103 Total depreciation and amortization $ 4,063 $ 4,682 $ 10,697 $ 11,744 September 30, December 31, 2017 2016 (in thousands) Assets U.S. Wholesale $ 332,117 $ 287,313 International 106,295 95,698 Retail Direct 458 501 Unallocated/ Corporate/ Other 14,854 16,342 Total assets $ 453,724 $ 399,854 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
CONTINGENCIES | NOTE K — 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 sub-surface OU-1, 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 of this litigation, individually or collectively, would have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows. |
OTHER
OTHER | 9 Months Ended |
Sep. 30, 2017 | |
OTHER | NOTE L — OTHER Cash dividends Dividends declared in the nine months ended September 30, 2017 are as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 March 8, 2017 May 1, 2017 May 15, 2017 $ 0.0425 June 22, 2017 August 1, 2017 August 15, 2017 $ 0.0425 August 4, 2017 November 1, 2017 November 15, 2017 On February 15, 2017, May 15, 2017 and August 15, 2017 the Company paid cash dividends of $613,000, $613,000 and $619,000, respectively, to shareholders of record on February 1, 2017, May 1, 2017 and August 1, 2017, respectively. In the three months ended September 30, 2017, the Company reduced retained earnings for the accrual of $638,000 relating to the dividend payable on November 15, 2017. On November 7, 2017, the Board of Directors declared a quarterly dividend of $0.0425 per share payable on February 15, 2018 to shareholders of record on February 1, 2018. Supplemental cash flow information Nine Months Ended 2017 2016 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 2,695 $ 2,998 Cash paid for taxes 8,675 6,361 Non-cash Translation adjustment $ 7,534 $ (7,140 ) Components of accumulated other comprehensive loss, net Three Months Ended Nine Months Ended 2017 2016 2017 2016 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (30,356 ) $ (17,716 ) $ (35,644 ) $ (12,961 ) Translation gain (loss) during period 2,246 (2,007 ) 7,534 (7,140 ) Amounts reclassified from accumulated other comprehensive loss: (1) Currency translation adjustment — — — 378 Balance at end of period $ (28,110 ) $ (19,723 ) $ (28,110 ) $ (19,723 ) Accumulated deferred gains (losses) on cash flow hedges: Balance at beginning of period $ 11 $ (67 ) $ (3 ) $ (20 ) Derivative fair value adjustment, net of taxes of $2 and $22 for the three month periods ended September 30, 2017 and 2016, respectively and $7 and $10 for the nine month periods ended September 30, 2017 and 2016, respectively. (4 ) 33 10 (14 ) Balance at end of period $ 7 $ (34 ) $ 7 $ (34 ) Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (1,321 ) $ (1,177 ) $ (1,352 ) $ (1,204 ) Amounts reclassified from accumulated other comprehensive loss: (2) Amortization of actuarial losses, net of taxes of $10 and $9 for the three month periods ended September 30, 2017 and 2016, respectively and $31 and $27 for the nine month periods ended September 30, 2017 and 2016, respectively. 16 14 47 41 Balance at end of period $ (1,305 ) $ (1,163 ) $ (1,305 ) $ (1,163 ) Total accumulated other comprehensive loss at end of period $ (29,408 ) $ (20,920 ) $ (29,408 ) $ (20,920 ) (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 SUM19
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 S-X. 10-K The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2016 and 2015, net sales for the third and fourth quarters accounted for 61% and 59% of total annual net sales, respectively. In anticipation of the pre-holiday |
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 $694,000 and $578,000 for the three months ended September 30, 2017 and 2016, respectively, and $1.7 million and $1.6 million for the nine months ended September 30, 2017 and 2016, 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 wholesale 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 In September 2016, the Company identified and corrected an error in the accumulated depreciation balance relating to certain leasehold improvements at one of its U.S. warehouses. Accordingly, distribution expense for the three and nine months ended September 30, 2016 includes $1.3 million of additional depreciation expense to properly reflect the accumulated depreciation balance of these assets as of September 30, 2016. |
Accounts receivable | Accounts receivable The Company periodically reviews the collectability of its accounts receivable and establishes allowances for estimated losses that could result from the inability of its customers to make required payments. A considerable amount of judgment is required to assess the ultimate realization of these receivables including assessing the initial and on-going The Company also maintains an allowance for anticipated customer deductions. The allowances for deductions are primarily based on contracts with customers. However, in certain cases the Company does not have a formal contract and, therefore, customer deductions are non-contractual. non-contractual |
Receivable purchase agreement | Receivable purchase agreement The Company has an uncommitted Receivables Purchase Agreement with HSBC Bank USA, National Association (“HSBC”), as Purchaser (the “Receivables Purchase Agreement”). The sale of accounts receivable, under the Company’s Receivable Purchase Agreement with HSBC, are reflected as a reduction of accounts receivable in the Company’s condensed consolidated balance sheet at the time of sale and any related expense is included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations. Pursuant to this agreement, the Company sold to HSBC $23.6 million and $62.8 million of Receivables during the three and nine month periods ended September 30, 2017, respectively. A charge of $88,000 and $218,000 related to the sale of the Receivables is included in selling, general and administrative expenses in the condensed consolidated statement of operations for the three and nine month periods ended September 30, 2017, respectively. |
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 The components of inventory are as follows: September 30, December 31, 2017 2016 (in thousands) Finished goods $ 172,819 $ 132,564 Work in process 1,689 1,521 Raw materials 1,137 1,127 Total $ 175,645 $ 135,212 |
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. |
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 2016, to reduce costs and achieve synergies, the Company began the process of integrating its legal entities operating in Europe. During the three and nine months ended September 30, 2017, the Company recorded $272,000 and $526,000, of restructuring expense related to the execution of this plan, primarily related to severance. The Company expects to incur approximately $0.6 million of additional restructuring charges in 2017 related to this integration. In December 2015, the Company commenced an in-depth |
Goodwill, intangible assets and long-lived assets | Goodwill, intangible assets and long-lived assets Goodwill and intangible assets deemed to have indefinite lives are not amortized but, instead, are subject to an annual impairment assessment. Additionally, if events or conditions indicate the carrying value of a reporting unit may not be recoverable, the Company would evaluate goodwill and other intangible assets for impairment at that time. As it relates to the goodwill assessment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step Intangibles – Goodwill and Other two-step two-step two-step Long-lived assets, including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Employee healthcare | Employee healthcare The Company self-insures certain portions of its health insurance plans. 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 IBNR claims, actual claims may vary significantly from estimated claims. |
Adoption of new accounting pronouncements | Adoption of new accounting pronouncements Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. 2016-09, Effective January 1, 2017, the Company adopted ASU 2015-11, Inventory: Simplifying the Measurement of Inventory first-in, first-out |
Accounting pronouncements to be adopted in future periods | Accounting pronouncements to be adopted in future periods In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases, right-of-use right-of-use In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The Company intends to adopt the new guidance provided under Topic 606 on January 1, 2018, with a cumulative-effect adjustment to opening retained earnings under the modified retrospective approach. Currently, the Company recognizes revenue when title passes to customers and incentives and promotions are recognized as a reduction of revenue, which generally reflects the consideration the Company expects to receive in exchange for the goods sold. The Company’s implementation of this ASU includes the evaluation of its customer agreements to identify terms or conditions that could be considered a performance obligation such that, if material to the terms of the contract, consideration would be allocated to the performance obligation and could accelerate or defer the timing of recognizing revenue. The Company continues to evaluate the presentation of certain contract costs (whether presented gross or offset against revenues) and its principal versus agent arrangements. The Company’s evaluation of the new guidance provided under Topic 606 is not yet complete; however, based on the nature of the Company’s primary revenue sources and current policies, the Company does not expect a significant change in the timing and presentation of recognizing its revenue. |
BASIS OF PRESENTATION AND SUM20
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Components of Inventory | The components of inventory are as follows: September 30, December 31, 2017 2016 (in thousands) Finished goods $ 172,819 $ 132,564 Work in process 1,689 1,521 Raw materials 1,137 1,127 Total $ 175,645 $ 135,212 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Purchase Price Allocated Based on Estimated Fair Value of Assets and Liabilities | The purchase price was allocated based on the Company’s preliminary estimate of the fair values of the assets acquired and liabilities assumed, as follows (in thousands): Purchase Price Accounts Receivable $ 3,115 Inventory 5,424 Other assets 389 Other liabilities (2,056 ) Goodwill and other intangibles 2,200 Total allocated value $ 9,072 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Grupo Vasconia S.A.B. | |
Summarized Income Statement 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 September 30, 2017 2016 (in thousands) USD MXN USD MXN Net sales $ 40,184 $ 715,577 $ 34,416 $ 644,788 Gross profit 7,553 134,507 5,736 107,474 Income from operations 1,766 31,440 630 11,798 Net loss (648 ) (11,538 ) (215 ) (4,020 ) Nine Months Ended September 30, 2017 2016 (in thousands) USD MXN USD MXN Net sales $ 118,743 $ 2,236,897 $ 109,594 $ 2,002,137 Gross profit 23,162 437,718 18,601 339,808 Income from operations 5,881 112,027 3,626 65,933 Net income 1,754 35,168 521 9,274 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Components of Intangible Assets | Intangible assets consist of the following (in thousands): September 30, 2017 December 31, 2016 Gross Accumulated Net Gross Accumulated Net Goodwill $ 15,765 $ — $ 15,765 $ 14,201 $ — $ 14,201 Indefinite-lived intangible assets: Trade names 7,616 — 7,616 7,616 — 7,616 Finite-lived intangible assets: Licenses 15,847 (9,255 ) 6,592 15,847 (8,919 ) 6,928 Trade names 33,295 (10,421 ) 22,874 31,150 (8,286 ) 22,864 Customer relationships 52,755 (15,935 ) 36,820 49,372 (12,188 ) 37,184 Other 1,163 (785 ) 378 1,266 (840 ) 426 Total $ 126,441 $ (36,396 ) $ 90,045 $ 119,452 $ (30,233 ) $ 89,219 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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): Derivatives designated as hedging instruments Balance Sheet Location September 30, December 31, Interest rate swaps Prepaid expenses $ 12 $ — Accrued expenses — 4 Deferred rent & other long-term — 3 Derivatives not designated as hedging Balance Sheet Location September 30, December 31, Foreign exchange contracts Prepaid expenses and other current assets $ — $ 924 Accrued expenses 1,762 — |
Gains and Losses Related to Derivative Financial Instruments Designated as Hedging Instruments | The amounts of the gains and losses related to the Company’s derivative financial instruments designated as hedging instruments are recognized in other comprehensive income (loss) as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Derivatives designated as hedging instruments 2017 2016 2017 2016 Interest rate swaps $ (4 ) $ 33 $ 10 $ (14 ) |
Gains and Losses Related to Derivative Financial Instruments Not Designated as Hedging Instruments | The amounts of the gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments are recognized in earnings as follows (in thousands): Location of Gain (Loss) Recognized in Earnings on Derivatives Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments 2017 2016 2017 2016 Foreign exchange contracts Selling, general and administrative expense $ (1,082 ) $ 403 $ (2,648 ) $ 1,271 |
STOCK COMPENSATION (Tables)
STOCK COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2017 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2017 1,775,400 $ 13.44 Grants 125,750 17.38 Exercises (132,000 ) 12.16 Cancellations (27,700 ) 16.32 Expirations (90,250 ) 20.53 Options outstanding, September 30, 2017 1,651,200 13.40 4.6 $ 8,293,000 Options exercisable, September 30, 2017 1,383,506 $ 12.73 3.9 $ 7,850,000 |
Summary of Restricted Stock Activity | A summary of the Company’s restricted stock activity and related information for the nine months ended September 30, 2017 is as follows: Restricted Weighted- Non-vested 161,824 $ 15.35 Grants 133,352 18.32 Vested (64,795 ) 15.38 Cancellations (6,064 ) 16.07 Non-vested 224,317 $ 17.09 Total unrecognized compensation expense remaining $ 3,310,000 Weighted-average years expected to be recognized over 2.8 |
Summary of Performance-based Award Activity | A summary of the Company’s performance-based award activity and related information for the nine months ended September 30, 2017 is as follows: Performance- (1) Weighted- Non-vested 145,962 $ 15.32 Grants 87,000 18.45 Cancellations (4,070 ) 16.52 Non-vested 228,892 $ 16.49 Total unrecognized compensation expense remaining $ 2,090,000 Weighted-average years expected to be recognized over 1.9 (1) Represents the target number of shares to be issued for each performance-based award. |
INCOME PER COMMON SHARE (Tables
INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Calculations of Basic and Diluted Income per Common Share | The calculations of basic and diluted income per common share for the three and nine month periods ended September 30, 2017 and 2016 are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (in thousands, except per share amounts) Net income – basic and diluted $ 4,330 $ 6,452 $ 903 $ 973 Weighted-average shares outstanding – basic 14,572 14,266 14,422 14,129 Effect of dilutive securities: Stock options and other stock awards 471 365 478 365 Weighted-average shares outstanding – diluted 15,043 14,631 14,900 14,494 Basic income per common share $ 0.30 $ 0.45 $ 0.06 $ 0.07 Diluted income per common share $ 0.29 $ 0.44 $ 0.06 $ 0.07 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 Nine Months Ended 2017 2016 2017 2016 (in thousands) Net sales U.S. Wholesale $ 137,096 $ 139,607 $ 319,258 $ 314,613 International 25,330 26,736 65,923 71,969 Retail Direct 3,531 3,781 11,525 12,517 Total net sales $ 165,957 $ 170,124 $ 396,706 $ 399,099 Income (loss) from operations U.S. Wholesale $ 14,798 $ 14,367 $ 20,745 $ 15,846 International (1,573 ) 1,024 (6,473 ) 1,037 Retail Direct (259 ) (97 ) (420 ) (54 ) Unallocated corporate expenses (3,633 ) (4,512 ) (9,534 ) (11,550 ) Income from operations $ 9,333 $ 10,782 $ 4,318 $ 5,279 Depreciation and amortization U.S. Wholesale $ 3,010 $ 3,386 $ 7,613 $ 7,837 International 1,048 1,264 3,013 3,804 Retail Direct 5 32 71 103 Total depreciation and amortization $ 4,063 $ 4,682 $ 10,697 $ 11,744 September 30, December 31, 2017 2016 (in thousands) Assets U.S. Wholesale $ 332,117 $ 287,313 International 106,295 95,698 Retail Direct 458 501 Unallocated/ Corporate/ Other 14,854 16,342 Total assets $ 453,724 $ 399,854 |
OTHER (Tables)
OTHER (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Cash Dividends Declared | Dividends declared in the nine months ended September 30, 2017 are as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 March 8, 2017 May 1, 2017 May 15, 2017 $ 0.0425 June 22, 2017 August 1, 2017 August 15, 2017 $ 0.0425 August 4, 2017 November 1, 2017 November 15, 2017 |
Supplemental Cash Flow Information | Supplemental cash flow information Nine Months Ended 2017 2016 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 2,695 $ 2,998 Cash paid for taxes 8,675 6,361 Non-cash Translation adjustment $ 7,534 $ (7,140 ) |
Components of Accumulated Other Comprehensive Loss, Net | Components of accumulated other comprehensive loss, net Three Months Ended Nine Months Ended 2017 2016 2017 2016 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (30,356 ) $ (17,716 ) $ (35,644 ) $ (12,961 ) Translation gain (loss) during period 2,246 (2,007 ) 7,534 (7,140 ) Amounts reclassified from accumulated other comprehensive loss: (1) Currency translation adjustment — — — 378 Balance at end of period $ (28,110 ) $ (19,723 ) $ (28,110 ) $ (19,723 ) Accumulated deferred gains (losses) on cash flow hedges: Balance at beginning of period $ 11 $ (67 ) $ (3 ) $ (20 ) Derivative fair value adjustment, net of taxes of $2 and $22 for the three month periods ended September 30, 2017 and 2016, respectively and $7 and $10 for the nine month periods ended September 30, 2017 and 2016, respectively. (4 ) 33 10 (14 ) Balance at end of period $ 7 $ (34 ) $ 7 $ (34 ) Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (1,321 ) $ (1,177 ) $ (1,352 ) $ (1,204 ) Amounts reclassified from accumulated other comprehensive loss: (2) Amortization of actuarial losses, net of taxes of $10 and $9 for the three month periods ended September 30, 2017 and 2016, respectively and $31 and $27 for the nine month periods ended September 30, 2017 and 2016, respectively. 16 14 47 41 Balance at end of period $ (1,305 ) $ (1,163 ) $ (1,305 ) $ (1,163 ) Total accumulated other comprehensive loss at end of period $ (29,408 ) $ (20,920 ) $ (29,408 ) $ (20,920 ) (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 Sum29
Basis of Presentation and Summary Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Percentage of total annual net sales in the third and fourth quarters | 61.00% | 59.00% | ||||
Shipping and handling revenue | $ 694,000 | $ 578,000 | $ 1,700,000 | $ 1,600,000 | ||
Restructuring expenses | 272,000 | 526,000 | $ 1,701,000 | |||
Retained earnings | 59,900,000 | 59,900,000 | $ 60,981,000 | |||
Depreciation Adjustment | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Depreciation charge | 1,300,000 | |||||
Employee severance | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Additional restructuring cost expected to incur | 600,000 | 600,000 | ||||
Accounting Standards Update 2016-09 | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Retained earnings | $ (46,000) | |||||
Receivables purchase agreement | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Sale of Receivable | 23,600,000 | 62,800,000 | ||||
Receivables purchase agreement | Selling, general and administrative expenses | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Charge related to sale of receivables | $ 88,000 | $ 218,000 |
Components of Inventory (Detail
Components of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Finished goods | $ 172,819 | $ 132,564 |
Work in process | 1,689 | 1,521 |
Raw materials | 1,137 | 1,127 |
Total | $ 175,645 | $ 135,212 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Business acquisition cash paid | $ 9,072 | $ 9,382 | |||
Goodwill | $ 15,765 | 15,765 | $ 14,201 | ||
Fitz and Floyd Business | |||||
Business Acquisition [Line Items] | |||||
Business acquisition cash paid | $ 9,100 | ||||
Net sales | $ 2,100 | $ 2,100 | |||
Goodwill and other intangibles | 2,200 | ||||
Goodwill | 500 | ||||
Fitz and Floyd Business | Customer Relationships and Trade Names | |||||
Business Acquisition [Line Items] | |||||
Estimated fair value of intangible assets acquired | $ 1,700 |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocated Based on Estimated Fair Value of Assets and Liabilities (Detail) - Fitz and Floyd Business $ in Thousands | Aug. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Accounts Receivable | $ 3,115 |
Inventory | 5,424 |
Other assets | 389 |
Other liabilities | (2,056) |
Goodwill and other intangibles | 2,200 |
Total allocated value | $ 9,072 |
Investments - Additional Inform
Investments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)MXN / $ | Sep. 30, 2016USD ($)MXN / $ | Sep. 30, 2017USD ($)MXN / $ | Sep. 30, 2016USD ($)MXN / $ | Dec. 31, 2016USD ($)MXN / $ | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses), net of taxes | $ (326,000) | $ (138,000) | $ 672,000 | $ (270,000) | |
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 / $ | 18.25 | 18.25 | 20.70 | ||
Increase decrease in equity method investment | $ 1,300,000 | (2,500,000) | |||
Equity in earnings (losses), net of taxes | $ (326,000) | (138,000) | 672,000 | (459,000) | |
Equity in earnings (losses), deferred taxes expenses(benefits) | 100,000 | $ 100,000 | (200,000) | $ 500,000 | |
Fair value of investment | 34,300,000 | 34,300,000 | $ 29,000,000 | ||
Carrying value of investment | 24,200,000 | 24,200,000 | 22,500,000 | ||
Grupo Vasconia S.A.B. | Prepaid expenses and other current assets | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Due from related party | 47,000 | 47,000 | 83,000 | ||
Grupo Vasconia S.A.B. | Accounts payable and accrued expenses | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Due to related party | $ 70,000 | $ 70,000 | $ 220,000 | ||
Grupo Vasconia S.A.B. | Transaction 02 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Average daily exchange rate for period - MXN to USD | MXN / $ | 17.81 | 18.73 | |||
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 / $ | 17.81 | 17.79 | |||
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 / $ | 20.30 | 18.27 |
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 | 9 Months Ended | ||||||
Sep. 30, 2017USD ($) | Sep. 30, 2017MXN | Sep. 30, 2016USD ($) | Sep. 30, 2016MXN | Sep. 30, 2017USD ($) | Sep. 30, 2017MXN | Sep. 30, 2016USD ($) | Sep. 30, 2016MXN | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Net sales | $ 40,184 | MXN 715,577 | $ 34,416 | MXN 644,788 | $ 118,743 | MXN 2,236,897 | $ 109,594 | MXN 2,002,137 |
Gross profit | 7,553 | 134,507 | 5,736 | 107,474 | 23,162 | 437,718 | 18,601 | 339,808 |
Income from operations | 1,766 | 31,440 | 630 | 11,798 | 5,881 | 112,027 | 3,626 | 65,933 |
Net income (loss) | $ (648) | MXN (11,538) | $ (215) | MXN (4,020) | $ 1,754 | MXN 35,168 | $ 521 | MXN 9,274 |
Components of Intangible Assets
Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Intangible Assets Disclosure [Line Items] | ||
Goodwill, Gross | $ 15,765 | $ 14,201 |
Goodwill, Accumulated Amortization | 0 | 0 |
Goodwill, Net | 15,765 | 14,201 |
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) | 126,441 | 119,452 |
Finite-Lived Intangible Assets, Accumulated Amortization | (36,396) | (30,233) |
Intangible Assets, Net (Including Goodwill) | 90,045 | 89,219 |
License | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 15,847 | 15,847 |
Finite-Lived Intangible Assets, Accumulated Amortization | (9,255) | (8,919) |
Finite-Lived Intangible Assets, Net | 6,592 | 6,928 |
Trade Names | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 33,295 | 31,150 |
Finite-Lived Intangible Assets, Accumulated Amortization | (10,421) | (8,286) |
Finite-Lived Intangible Assets, Net | 22,874 | 22,864 |
Customer Relationships | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 52,755 | 49,372 |
Finite-Lived Intangible Assets, Accumulated Amortization | (15,935) | (12,188) |
Finite-Lived Intangible Assets, Net | 36,820 | 37,184 |
Other | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,163 | 1,266 |
Finite-Lived Intangible Assets, Accumulated Amortization | (785) | (840) |
Finite-Lived Intangible Assets, Net | $ 378 | $ 426 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Apr. 01, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
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 | $ 0 | $ 9,500,000 | |
Unamortized debt issuance costs | 0 | 157,000 | |
Repayment of term loan | $ 7,000,000 | ||
Minimum availability under revolving credit to maintain minimum fixed charge ratio for four consecutive months | 17,500,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 175,000,000 | ||
Outstanding borrowing under credit facility | 128,500,000 | 86,200,000 | |
Open letters of credit | 3,200,000 | $ 2,400,000 | |
Availability under revolving credit facility | $ 43,400,000 | ||
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% | ||
Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rates on outstanding borrowings | 2.25% | ||
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 | 5.25% | ||
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. | ||
Revolving Credit Facility | Term Loan | For each of four consecutive fiscal quarter periods | |||
Debt Instrument [Line Items] | |||
Fixed charge coverage ratio minimum | 120.00% | ||
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 |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
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] | ||
Accumulated other comprehensive loss expected to be reclassified to income | $ 0 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Contract | ||
Derivative [Line Items] | ||
Notional amount | 7,900,000 | $ 14,000,000 |
Not Designated as Hedging Instrument | Foreign exchange contract | ||
Derivative [Line Items] | ||
Notional amount | $ 40,500,000 | $ 38,300,000 |
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Designated as Hedging Instrument | Interest Rate Contract | Deferred rent & other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Liabilities | $ 3 | |
Designated as Hedging Instrument | Interest Rate Contract | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Liabilities | 4 | |
Designated as Hedging Instrument | Interest Rate Contract | Prepaid expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Liabilities | $ 12 | |
Not Designated as Hedging Instrument | Foreign exchange contract | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Assets | $ 924 | |
Not Designated as Hedging Instrument | Foreign exchange contract | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Assets | $ 1,762 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Designated as Hedging Instrument | Interest Rate Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) recognized in OCI | $ (4) | $ 33 | $ 10 | $ (14) |
Gains and Losses Related to D40
Gains and Losses Related to Derivative Financial Instruments Not Designated as Hedging Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Not Designated as Hedging Instrument | Foreign exchange contract | Selling, general and administrative expenses | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ (1,082) | $ 403 | $ (2,648) | $ 1,271 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - USD ($) | Jun. 22, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total intrinsic value of stock options exercised | $ 900,000 | $ 900,000 | ||||
Unrecognized stock option compensation cost | $ 1,300,000 | 1,300,000 | ||||
Stock compensation expense | 1,000,000 | $ 800,000 | 2,482,000 | 2,115,000 | ||
Stock compensation expense, stock option | 200,000 | 400,000 | 800,000 | 1,000,000 | ||
Stock compensation expense, Performance based and restricted share | $ 800,000 | $ 400,000 | $ 1,700,000 | 1,100,000 | ||
Stock compensation expense, stock awards granted | $ 32,000 | |||||
Amended and Restated Long Term Incentive Plan Two Thousand | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Revised terms and conditions of the plan | The Plan revised the terms and conditions of the Amended and Restated 2000 Long-Term Incentive Plan to increase the shares available for grant under the plan by 437,500 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. | |||||
Increase in share available for grant | 437,500 | |||||
Shares available for grant | 592,369 | 592,369 | ||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 2 years 2 months 12 days | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 2 years 9 months 18 days | |||||
Total fair value of restricted stock vested | $ 1,200,000 | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average recognition period | [1] | 1 year 10 months 25 days | ||||
Number of shares range percentage | 150.00% | |||||
[1] | Represents the target number of shares to be issued for each performance-based award. |
Summary of Stock Option (Detail
Summary of Stock Option (Detail) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Options | |
Beginning balance | shares | 1,775,400 |
Grants | shares | 125,750 |
Exercises | shares | (132,000) |
Cancellations | shares | (27,700) |
Expirations | shares | (90,250) |
Ending balance | shares | 1,651,200 |
Options exercisable at End of Period | shares | 1,383,506 |
Weighted-average exercise price | |
Beginning balance | $ / shares | $ 13.44 |
Grants | $ / shares | 17.38 |
Exercises | $ / shares | 12.16 |
Cancellations | $ / shares | 16.32 |
Expirations | $ / shares | 20.53 |
Ending balance | $ / shares | 13.40 |
Options exercisable at End of Period | $ / shares | $ 12.73 |
Weighted-average remaining contractual life (years) | |
Options outstanding, Ending balance | 4 years 7 months 6 days |
Options exercisable, Ending balance | 3 years 10 months 25 days |
Aggregate intrinsic value | |
Options outstanding, end of period | $ | $ 8,293,000 |
Options exercisable, end of period | $ | $ 7,850,000 |
Summary of Restricted Stock Act
Summary of Restricted Stock Activity (Detail) - Restricted Stock | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Number of shares | |
Beginning balance | shares | 161,824 |
Grants | shares | 133,352 |
Vested | shares | (64,795) |
Cancellations | shares | (6,064) |
Ending balance | shares | 224,317 |
Total unrecognized compensation expense remaining | $ | $ 3,310,000 |
Weighted-average years expected to be recognized over | 2 years 9 months 18 days |
Weighted-average exercise price | |
Beginning balance | $ / shares | $ 15.35 |
Grants | $ / shares | 18.32 |
Vested | $ / shares | 15.38 |
Cancellations | $ / shares | 16.07 |
Ending balance | $ / shares | $ 17.09 |
Summary of Performance-based Aw
Summary of Performance-based Award Activity (Detail) - Performance Shares | 9 Months Ended | |
Sep. 30, 2017USD ($)$ / sharesshares | ||
Number of shares | ||
Beginning balance | shares | 145,962 | [1] |
Grants | shares | 87,000 | [1] |
Cancellations | shares | (4,070) | [1] |
Ending balance | shares | 228,892 | [1] |
Total unrecognized compensation expense remaining | $ | $ 2,090,000 | [1] |
Weighted-average years expected to be recognized over | 1 year 10 months 25 days | [1] |
Weighted-average grant date fair value | ||
Beginning balance | $ / shares | $ 15.32 | |
Grants | $ / shares | 18.45 | |
Cancellations | $ / shares | 16.52 | |
Ending balance | $ / shares | $ 16.49 | |
[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 Income per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share Disclosure [Line Items] | ||||
Net income - basic and diluted | $ 4,330 | $ 6,452 | $ 903 | $ 973 |
Weighted-average shares outstanding - basic | 14,572 | 14,266 | 14,422 | 14,129 |
Effect of dilutive securities: | ||||
Stock options and other stock awards | 471 | 365 | 478 | 365 |
Weighted-average shares outstanding - diluted | 15,043 | 14,631 | 14,900 | 14,494 |
Basic income per common share | $ 0.30 | $ 0.45 | $ 0.06 | $ 0.07 |
Diluted income per common share | $ 0.29 | $ 0.44 | $ 0.06 | $ 0.07 |
Income Per Common Share - Addit
Income Per Common Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock Options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Diluted Income Per Common Share | 390,950 | 523,375 | 1,461,698 | 1,632,551 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Apr. 01, 2020 | Sep. 30, 2017 | Sep. 30, 2016 |
Income Tax Examination [Line Items] | |||
Gross liability for tax positions | $ 117,000 | ||
Tax positions that will be resolved within the next twelve months | $ 54,000 | ||
Income tax examination years description | The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2014. | ||
State Jurisdiction | Minimum | |||
Income Tax Examination [Line Items] | |||
Income tax examination year | 2,013 | ||
State Jurisdiction | Maximum | |||
Income Tax Examination [Line Items] | |||
Income tax examination year | 2,016 | ||
Domestic | |||
Income Tax Examination [Line Items] | |||
Effective income tax rate | 78.90% | 14.90% | |
Foreign | UNITED KINGDOM | |||
Income Tax Examination [Line Items] | |||
Effective income tax rate, change in enacted rate | 18.00% | ||
Foreign | Scenario, Forecast | UNITED KINGDOM | |||
Income Tax Examination [Line Items] | |||
Effective income tax rate, change in enacted rate | 17.00% |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable business segment | 3 |
Segment Reporting Information (
Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 165,957 | $ 170,124 | $ 396,706 | $ 399,099 | |
Depreciation and amortization | 4,063 | 4,682 | 10,697 | 11,744 | |
Income (loss) from operations | 9,333 | 10,782 | 4,318 | 5,279 | |
Assets | 453,724 | 453,724 | $ 399,854 | ||
Unallocated corporate expenses | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) from operations | (3,633) | (4,512) | (9,534) | (11,550) | |
Assets | 14,854 | 14,854 | 16,342 | ||
U.S. Wholesale | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 137,096 | 139,607 | 319,258 | 314,613 | |
Depreciation and amortization | 3,010 | 3,386 | 7,613 | 7,837 | |
U.S. Wholesale | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) from operations | 14,798 | 14,367 | 20,745 | 15,846 | |
Assets | 332,117 | 332,117 | 287,313 | ||
International | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 25,330 | 26,736 | 65,923 | 71,969 | |
Depreciation and amortization | 1,048 | 1,264 | 3,013 | 3,804 | |
International | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) from operations | (1,573) | 1,024 | (6,473) | 1,037 | |
Assets | 106,295 | 106,295 | 95,698 | ||
Retail Direct | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 3,531 | 3,781 | 11,525 | 12,517 | |
Depreciation and amortization | 5 | 32 | 71 | 103 | |
Retail Direct | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income (loss) from operations | (259) | $ (97) | (420) | $ (54) | |
Assets | $ 458 | $ 458 | $ 501 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0425 | $ 0.0425 | $ 0.1275 | $ 0.1275 |
Dividend Payment 1st | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0425 | |||
Date declared | Mar. 8, 2017 | |||
Date of record | May 1, 2017 | |||
Payment date | May 15, 2017 | |||
Dividend Payment 2nd | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0425 | |||
Date declared | Jun. 22, 2017 | |||
Date of record | Aug. 1, 2017 | |||
Payment date | Aug. 15, 2017 | |||
Dividend Payment 3rd | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.0425 | |||
Date declared | Aug. 4, 2017 | |||
Date of record | Nov. 1, 2017 | |||
Payment date | Nov. 15, 2017 |
Other - Additional Information
Other - Additional Information (Detail) - USD ($) | Nov. 07, 2017 | Aug. 15, 2017 | May 15, 2017 | Feb. 15, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Other [Line Items] | ||||||||
Cash dividend paid | $ 1,855,000 | $ 1,804,000 | ||||||
Quarterly dividend declared | $ 0.0425 | $ 0.0425 | $ 0.1275 | $ 0.1275 | ||||
Dividend Paid | ||||||||
Other [Line Items] | ||||||||
Cash dividend paid | $ 619,000 | $ 613,000 | $ 613,000 | |||||
Dividend declared, date of record | Aug. 1, 2017 | May 1, 2017 | Feb. 1, 2017 | |||||
Dividend payable | $ 638,000 | $ 638,000 | ||||||
Dividend payable date | Nov. 15, 2017 | |||||||
Dividend Declared | Subsequent Event | ||||||||
Other [Line Items] | ||||||||
Dividend declared, date of record | Feb. 1, 2018 | |||||||
Dividend payable date | Feb. 15, 2018 | |||||||
Dividend declaration date | Nov. 7, 2017 | |||||||
Quarterly dividend declared | $ 0.0425 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 2,695 | $ 2,998 |
Cash paid for taxes | 8,675 | 6,361 |
Non-cash investing activities: | ||
Translation adjustment | $ 7,534 | $ (7,140) |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance at beginning of period | $ 197,728 | |||||
Balance at end of period | $ 208,099 | 208,099 | ||||
Total accumulated other comprehensive loss at end of period | (29,408) | $ (20,920) | (29,408) | $ (20,920) | $ (36,999) | |
Accumulated translation adjustment: | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance at beginning of period | (30,356) | (17,716) | (35,644) | (12,961) | ||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 2,246 | (2,007) | 7,534 | (7,140) | ||
Amounts reclassified from accumulated other comprehensive loss | [1] | 378 | ||||
Balance at end of period | (28,110) | (19,723) | (28,110) | (19,723) | ||
Accumulated deferred gains (losses) on cash flow hedges: | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance at beginning of period | 11 | (67) | (3) | (20) | ||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (4) | 33 | 10 | (14) | ||
Balance at end of period | 7 | (34) | 7 | (34) | ||
Accumulated effect of retirement benefit obligations: | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Balance at beginning of period | (1,321) | (1,177) | (1,352) | (1,204) | ||
Amounts reclassified from accumulated other comprehensive loss | [2] | 16 | 14 | 47 | 41 | |
Balance at end of period | $ (1,305) | $ (1,163) | $ (1,305) | $ (1,163) | ||
[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 Oth55
Components of Accumulated Other Comprehensive Loss, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Accumulated deferred gains (losses) on cash flow hedges: | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Derivative fair value adjustment, tax | $ 2 | $ 22 | $ 7 | $ 10 | |
Accumulated effect of retirement benefit obligations: | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Amortization of actuarial losses, taxes | [1] | $ 10 | $ 9 | $ 31 | $ 27 |
[1] | Amounts are recorded in selling, general and administrative expense on the condensed consolidated statements of operations. |