Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 20,762,149 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,763 | $ 7,600 |
Accounts receivable, less allowances of $6,546 at September 30, 2018 and $6,190 at December 31, 2017 | 147,520 | 108,033 |
Inventory | 209,203 | 132,436 |
Prepaid expenses and other current assets | 13,290 | 10,354 |
Income taxes receivable | 2,952 | |
TOTAL CURRENT ASSETS | 378,728 | 258,423 |
PROPERTY AND EQUIPMENT, net | 26,455 | 23,065 |
INVESTMENTS | 24,987 | 23,978 |
INTANGIBLE ASSETS, net | 359,369 | 88,479 |
DEFERRED INCOME TAXES | 9,070 | 5,826 |
OTHER ASSETS | 1,825 | 1,750 |
TOTAL ASSETS | 800,434 | 401,521 |
CURRENT LIABILITIES | ||
Current maturity of term loan | 1,249 | |
Short term loan | 73 | 69 |
Accounts payable | 60,026 | 25,461 |
Accrued expenses | 61,293 | 44,121 |
Income taxes payable | 1,864 | |
TOTAL CURRENT LIABILITIES | 122,641 | 71,515 |
DEFERRED RENT & OTHER LONG-TERM LIABILITIES | 21,166 | 20,249 |
DEFERRED INCOME TAXES | 34,070 | 4,423 |
INCOME TAXES PAYABLE, LONG-TERM | 311 | 311 |
REVOLVING CREDIT FACILITY | 87,227 | 94,744 |
TERM LOAN | 263,009 | |
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, 2018 and December 31, 2017; shares issued and outstanding: 20,762,149 at September 30, 2018 and 14,902,527 at December 31, 2017 | 208 | 149 |
Paid-in capital | 257,547 | 178,909 |
Retained earnings | 46,169 | 60,546 |
Accumulated other comprehensive loss | (31,914) | (29,325) |
TOTAL STOCKHOLDERS' EQUITY | 272,010 | 210,279 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 800,434 | $ 401,521 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts receivable, allowances | $ 6,546 | $ 6,190 |
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 | 20,762,149 | 14,902,527 |
Common stock, shares outstanding | 20,762,149 | 14,902,527 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net Sales | $ 209,448 | $ 165,957 | $ 476,268 | $ 396,706 |
Cost of sales | 135,663 | 108,769 | 305,318 | 252,780 |
Gross margin | 73,785 | 57,188 | 170,950 | 143,926 |
Distribution expenses | 16,612 | 13,495 | 49,376 | 39,510 |
Selling, general and administrative expenses | 42,113 | 34,088 | 122,330 | 99,572 |
Restructuring expenses | 552 | 272 | 1,353 | 526 |
Impairment of goodwill | 2,205 | 2,205 | ||
Income (loss) from operations | 12,303 | 9,333 | (4,314) | 4,318 |
Interest expense | (5,634) | (1,172) | (12,413) | (3,114) |
Loss on early retirement of debt | (66) | (110) | ||
Income (loss) before income taxes and equity in earnings | 6,669 | 8,161 | (16,793) | 1,094 |
Income tax (provision) benefit | (906) | (3,505) | 4,669 | (863) |
Equity in earnings (losses), net of taxes | 185 | (326) | 417 | 672 |
NET INCOME (LOSS) | $ 5,948 | $ 4,330 | $ (11,707) | $ 903 |
BASIC INCOME (LOSS) PER COMMON SHARE | $ 0.29 | $ 0.30 | $ (0.61) | $ 0.06 |
DILUTED INCOME (LOSS) PER COMMON SHARE | $ 0.29 | $ 0.29 | $ (0.61) | $ 0.06 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net income (loss) | $ 5,948 | $ 4,330 | $ (11,707) | $ 903 |
Other comprehensive income (loss), net of taxes: | ||||
Translation adjustment | 124 | 2,246 | (1,985) | 7,534 |
Derivative fair value adjustment | (381) | (4) | (658) | 10 |
Effect of retirement benefit obligations | 19 | 16 | 54 | 47 |
Other comprehensive income (loss), net of taxes | (238) | 2,258 | (2,589) | 7,591 |
Comprehensive income (loss) | $ 5,710 | $ 6,588 | $ (14,296) | $ 8,494 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (11,707) | $ 903 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 16,807 | 10,697 |
Impairment of goodwill | 2,205 | |
Amortization of financing costs | 1,103 | 401 |
Deferred rent | 357 | (469) |
Stock compensation expense | 3,027 | 2,482 |
Undistributed equity in earnings, net of taxes | (417) | (644) |
Loss on early retirement of debt | 66 | 110 |
Changes in operating assets and liabilities (excluding the effects of business acquisitions) | ||
Accounts receivable | (13,245) | (10,524) |
Inventory | (51,392) | (32,508) |
Prepaid expenses, other current assets and other assets | 905 | 1,901 |
Accounts payable, accrued expenses and other liabilities | 29,059 | 14,539 |
Income taxes receivable | (2,952) | (862) |
Income taxes payable | (4,245) | (6,949) |
NET CASH USED IN OPERATING ACTIVITIES | (30,429) | (20,923) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (5,420) | (4,269) |
Filament acquisition, net of cash acquired | (217,521) | |
Other acquisition, net of cash acquired | (9,072) | |
NET CASH USED IN INVESTING ACTIVITIES | (222,941) | (13,341) |
FINANCING ACTIVITIES | ||
Proceeds from revolving credit facility | 203,237 | 191,087 |
Repayments of revolving credit facility | (210,271) | (149,289) |
Proceeds from Term Loan | 275,000 | |
Repayment of Term Loan | (1,375) | |
Proceeds from short term loan | 216 | 119 |
Payments on short term loan | (206) | (114) |
Payment of financing costs | (11,171) | (39) |
Payment of equity issuance costs | (936) | |
Payments for capital leases | (67) | (72) |
Payments of tax withholding for stock based compensation | (442) | (188) |
Proceeds from exercise of stock options | 143 | 1,453 |
Cash dividends paid | (2,405) | (1,855) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 251,723 | 31,602 |
Effect of foreign exchange on cash | (190) | 312 |
DECREASE IN CASH AND CASH EQUIVALENTS | (1,837) | (2,350) |
Cash and cash equivalents at beginning of period | 7,600 | 7,883 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 5,763 | 5,533 |
Line of Credit | ||
FINANCING ACTIVITIES | ||
Repayment of Term Loan | $ (9,500) |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
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 third parties and its own internet websites. On March 2, 2018, the Company expanded its portfolio of products and brands through the acquisition of Taylor Holdco LLC and its subsidiaries (doing business as Filament Brands) (“Filament”). Filament primarily designs, markets, and distributes consumer and food service precision measurement products, including kitchen scales, thermometers and timers, bath scales, wine accessories, kitchen tools, hydration products, and select outdoor products. The nine months ended September 30, 2018 includes the operations of Filament for the period from March 2, 2018 to September 30, 2018. See Note C– Acquisition to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q S-X. 10-K Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2017 and 2016, net sales for the third and fourth quarters accounted for 60% and 61% of total annual net sales, respectively. In anticipation of the pre-holiday Revenue recognition The Company sells products wholesale, to retailers and distributors, and retail, directly to the consumer. Wholesale sales and retail sales are recognized at the point in time the customer obtains control of the products, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. The Company offers various sales incentives and promotional programs to its customers 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 returns are reflected as reductions of revenue at the time of sale. See Note B – Revenue to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional information. 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 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. 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 unaudited 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 unaudited condensed consolidated statements of operations. Pursuant to this agreement, the Company sold to HSBC $20.7 million and $59.4 million of receivables during the three and nine months ended September 30, 2018, respectively, and $23.6 million and $62.8 million of receivables during the three and nine months ended September 30, 2017, respectively. At September 30, 2018, $13.6 million of receivables sold are outstanding and are due to HSBC from customers. Charges of $111,000 and $300,000 related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2018, respectively. Charges of $88,000 and $218,000 related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the three and nine months 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 product-by-product The components of inventory are as follows: September 30, December 31, 2018 2017 (in thousands) Finished goods $ 199,583 $ 125,355 Work in process 398 86 Raw materials 9,222 6,995 Total $ 209,203 $ 132,436 Fair value of financial instruments The Company determined that 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, based on a recognized index rate. Derivatives The Company accounts for derivative instruments in accordance with Accounting Standard Codification (“ASC”) Topic No. 815, Derivatives and Hedging For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in operations. 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 were to 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 quantitative goodwill impairment testing described in ASU Topic No. 350, Intangibles – Goodwill and Other The Company also evaluates qualitative factors to determine whether or not its indefinite lived intangibles have been impaired and then performs quantitative tests if required. These tests can include the relief from royalty model or other valuation models. 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 carrying amount of the asset is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset exceeds the fair value of the asset. During the third quarter of 2018, in advance of its October 1, 2018 annual impairment test, the Company performed an interim impairment assessment of its European tableware reporting unit, which resulted in a $2.2 million non-cash 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 claims IBNR, actual claims may vary significantly from estimated claims. Restructuring expenses Costs associated with restructuring activities are recorded at fair value when a liability has been incurred. A liability has been incurred at the point of closure for any remaining operating lease obligations and at the communication date for severance. In connection with the Company’s March 2018 acquisition of Filament, the Company commenced a restructuring plan to integrate the operations of Filament with the Company’s operations and realize the savings expected from the synergies of the acquisition. During the three and nine months ended September 30, 2018 the Company incurred $0.6 million and $1.4 million, respectively, of severance restructuring charges. At September 30, 2018, $0.8 million of restructuring changes were accrued. 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, respectively, of restructuring expense related to the execution of this plan, primarily related to severance. Adoption of new accounting pronouncements Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2017-01, Clarifying the Definition of a Business Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers Effective January 1, 2018, the Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, both non-financial and Effective September 30, 2018, the Company adopted ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Accounting pronouncements to be adopted in future periods Updates not listed below were assessed and either determined to not be applicable or are expected to have a minimal effect on the Company’s financial position, results of operations, and disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement- Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), right-of-use right-of-use |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2018 | |
REVENUE | NOTE B — REVENUE The Company sells products wholesale, to retailers and distributors, and sells products retail, directly to consumers. Wholesale sales and retail sales are recognized at the point in time the customer obtains control of the products in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is not a formality, the customer must have accepted the product or service. The Company’s principal terms of sale are FOB Shipping Point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB Shipping Point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $0.9 million and $2.2 million for the three and nine months ended September 30, 2018, respectively and $0.5 million and $1.7 million for the three and nine months ended September 30, 2017, 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 represent forms of variable consideration, and an estimate of sales returns are reflected as reductions in net sales in the Company’s unaudited condensed consolidated statements of operations. These estimates are based on historical experience and other known factors or as the most likely amount in a range of possible outcomes. On a quarterly basis, variable consideration is assessed on a portfolio approach in estimating the extent to which the components of variable consideration are constrained. Payment terms with customers vary by customer, but generally range from 30 to 90 days or at the point of sale for the Company’s retail direct sales. The Company incurs certain direct incremental costs to obtain contracts with customers, such as sales-related commissions, where the recognition period for the related revenue is less than one year. These costs are expensed as incurred and recorded within selling, general and administrative expenses in the unaudited condensed consolidated statement of operations. Incidental items that are immaterial in the context of the contract are expensed as incurred. The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the three and nine months ended September 30, 2018 (in thousands). Three Months Ended Nine Months Ended September 30, 2018 September 30, 2018 U.S. Wholesale Kitchenware $ 96,265 $ 220,863 Tableware 53,646 106,765 Home Solutions 28,607 66,033 International Kitchenware 13,843 38,782 Tableware 8,617 24,607 Retail Direct 8,470 19,218 Total net sales $ 209,448 $ 476,268 United States $ 175,540 $ 386,913 United Kingdom 17,432 47,409 Rest of World 16,476 41,946 Total net sales $ 209,448 $ 476,268 |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2018 | |
ACQUISITION | NOTE C — ACQUISITION On December 22, 2017, the Company entered into an agreement providing for the acquisition of Filament by the Company. The acquisition was completed on March 2, 2018. The aggregate consideration for Filament, after taking into account certain adjustments, was $295.4 million, consisting of $218.5 million of cash consideration and 5,593,116 newly issued shares of the Company’s common stock, with a value equal to $76.9 million based on the market value of the Company’s common stock as of March 2, 2018. The cash portion of the consideration was revised for certain adjustments as defined in the agreement. The purchase price, as adjusted, has been determined to be as follows (in thousands): Cash $ 218,506 Share consideration 76,905 Total purchase price $ 295,411 The purchase price was allocated based on the Company’s preliminary estimate of the fair value of the assets acquired and liabilities assumed, as follows (in thousands): Accounts receivable $ 26,453 Inventory 26,696 Other assets 8,663 Other liabilities (24,746 ) Deferred income tax (26,633 ) Goodwill and other intangibles 284,978 Total allocated value $ 295,411 The acquisition is being accounted for as a business combination using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations The nine months ended September 30, 2018 includes the operations of Filament for the period from March 2, 2018, the date of acquisition, to September 30, 2018. The unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2018, includes $38.6 million and $77.2 million, respectively of net sales contributed by Filament. Unaudited Pro forma Results The following table presents the Company’s pro forma consolidated net sales, income (loss) before income taxes and equity in earnings and net income (loss) for the three and nine months ended September 30, 2018 and 2017. The unaudited pro forma results include the historical statement of operations information of the Company and of Filament, giving effect to the Filament acquisition and related financing as if they had occurred at the beginning of the periods presented. The unaudited pro forma results do not include any revenue or cost reductions that may be achieved through the business combination or the impact of non-recurring The unaudited pro forma results are not necessarily indicative of the operating results that would have occurred if the Filament acquisition had been completed as of the date for which the pro forma financial information is presented. In addition, the unaudited pro forma results do not purport to project the future condensed consolidated operating results of the combined company. Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 (In thousands, except per share data) Net sales $ 209,448 $ 209,119 $ 502,079 $ 516,432 Income (loss) before income taxes and equity in earnings 6,956 9,742 (15,416 ) (1,238 ) Net income (loss) 6,145 5,009 (10,671 ) (801 ) Diluted income (loss) per common share 0.30 0.24 (0.52 ) (0.04 ) |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2018 | |
INVESTMENTS | NOTE D — INVESTMENTS The Company owns approximately a 30% interest in Grupo Vasconia S.A.B. (“Vasconia”), an integrated manufacturer of aluminum products and one of Mexico’s largest housewares companies. Shares of Vasconia’s capital stock are traded on the Bolsa Mexicana de Valores, the Mexican Stock Exchange. The Quotation Key is VASCONI. The Company accounts for its investment in Vasconia using the equity method of accounting and records its proportionate share of Vasconia’s net income in the Company’s statement of operations. Accordingly, the Company has recorded its proportionate share of Vasconia’s net income (reduced for amortization expense related to the customer relationships acquired) for the three and nine months ended September 30, 2018 and 2017 in the accompanying unaudited 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 18.69 and MXN 19.68 at September 30, 2018 and December 31, 2017, respectively. The Company’s proportionate share of Vasconia’s net income has been translated from MXN to USD using the average exchange rates of MXN 18.94 and MXN 17.81 during the three months ended September 30, 2018 and 2017, respectively, and MXN 18.71 to MXN 19.38 and MXN 17.81 to MXN 20.30 during the nine months ended September 30, 2018 and 2017, respectively. The effect of the translation of the Company’s investment resulted in an increase to the investment of $0.8 million during the nine months ended September 30, 2018 and an increase to the investment of $1.3 million during the nine months ended September 30, 2017. These translation effects are recorded in accumulated other comprehensive income (loss). Included within prepaid expenses and other current assets at September 30, 2018 and December 31, 2017 are amounts due from Vasconia of $147,000 and $64,000, respectively. No amounts were due to Vasconia at September 30, 2018 or December 31, 2017. Summarized statement of income information for Vasconia in USD and MXN is as follows: Three Months Ended September 30, 2018 2017 (in thousands) USD MXN USD MXN Net sales $ 41,222 $ 780,938 $ 40,184 $ 715,577 Gross profit 7,762 147,039 7,553 134,507 Income from operations 1,063 20,136 1,766 31,440 Net income (loss) (1,233 ) (23,361 ) (648 ) (11,538 ) Nine Months Ended September 30, 2018 2017 (in thousands) USD MXN USD MXN Net Sales $ 128,853 $ 2,452,673 $ 118,743 $ 2,236,897 Gross Profit 24,867 473,763 23,162 437,718 Income from operations 5,867 112,466 5,881 112,027 Net Income 862 17,484 1,754 35,168 The Company recorded equity in earnings of Vasconia, net of taxes, of $185,000 and $417,000, for the three and nine months ended September 30, 2018, respectively. The Company recorded equity in losses of Vasconia of $326,000 and equity in earnings of Vasconia of $672,000 for the three and nine months ended September 30, 2017, respectively. Equity in earnings for the three and nine months ended September 30, 2018, includes deferred tax benefit of $580,000 and $274,000, respectively, due to the requirement to record tax benefits for foreign currency translation gains and losses through other comprehensive income (loss), with a corresponding adjustment to deferred tax liabilities. Equity in earnings for the three and nine months ended September 30, 2017, includes deferred tax expense of $0.1 million and a deferred tax benefit of $0.2 million, respectively. As of September 30, 2018 and December 31, 2017, the fair value (based upon Vasconia’s quoted stock price) of the Company’s investment in Vasconia was $32.8 million and $31.8 million, respectively. The carrying value of the Company’s investment in Vasconia was $24.8 million and $23.8 million as of September 30, 2018 and December 31, 2017, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
INTANGIBLE ASSETS | NOTE E — INTANGIBLE ASSETS Intangible assets consist of the following (in thousands): September 30, 2018 December 31, 2017 Gross Impairment Accumulated Amortization Net Gross Accumulated Amortization Net Goodwill $ 104,232 $ (2,205 ) $ — $ 102,027 $ 15,772 $ — $ 15,772 Indefinite-lived intangible assets: Trade names 62,216 — — 62,216 7,616 — 7,616 Finite-lived intangible assets: Licenses 15,847 — (9,717 ) 6,130 15,847 (9,375 ) 6,472 Trade names 38,355 — (13,084 ) 25,271 33,368 (11,109 ) 22,259 Customer relationships 183,250 — (24,861 ) 158,389 52,961 (16,966 ) 35,995 Other 6,434 — (1,098 ) 5,336 1,165 (800 ) 365 Total $ 410,334 $ (2,205 ) $ (48,760 ) $ 359,369 $ 126,729 $ (38,250 ) $ 88,479 A summary of the activities related to the Company’s intangible assets for the nine months ended September 30, 2018 consists of the following (in thousands): Goodwill and Intangible Assets, December 31, 2017 $ 88,479 Goodwill acquired 88,898 Trade names acquired 60,000 Customer relationships acquired 131,450 Other intangibles acquired 5,292 Impairment of goodwill (2,205 ) Foreign currency translation adjustment (1,391 ) Amortization (11,154 ) Goodwill and intangible assets, September 30, 2018 $ 359,369 The Company’s European tableware business has experienced a decline in operating performance and has reduced its expectations for future cash flows. Therefore, the Company performed an interim impairment assessment in the third quarter, which resulted in a $2.2 million non-cash The European tableware business is a reporting unit within the International segment. The fair value of the reporting unit was determined based on a combined income and market approach. The significant assumption used under the income approach, or discounted cash flow method, was projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”), terminal growth rates, and the cost of capital. Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. The market approach is based on a market multiple (revenue and EBITDA) and requires an estimate of appropriate multiples based on market data. The resulting fair value was approximately 12% below the reporting units carrying value. In accordance with ASC 360-10, |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
DEBT | NOTE F — DEBT In connection with the Company’s acquisition of Filament, on March 2, 2018, the Company entered into a credit agreement (the “ABL Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the lenders and issuing banks party thereto, evidencing a senior secured asset-based revolving credit facility provided to the Company in the maximum aggregate principal amount of $150.0 million, which facility will mature on March 2, 2023, and a new loan agreement (the “Term Loan” and together with the ABL Agreement, the “Debt Agreements”) with the Company, as the borrower and a guarantor, the other guarantors, JPMorgan, as administrative agent, Golub Capital LLC, as syndication agent, and the lenders party thereto, providing for a senior secured term loan credit facility to the Company in the original principal amount of $275.0 million, which will mature on February 28, 2025. The Term Loan facility requires quarterly payments of principal equal to 0.25% of the original aggregate principal amount of the term loan facility beginning June 30, 2018. The maximum borrowing under the ABL Agreement may be increased to up to $200.0 million if certain conditions are met. One or more tranches of additional term loans (the “Incremental Facilities”) may be added under the Term Loan if certain conditions are met. The Incremental Facilities may not exceed the sum of (i) $50.0 million, plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company’s secured net leverage ratio, as defined in and computed pursuant to the Term Loan, is no greater than 3.75 to 1.00 subject to certain limitations and for the period defined pursuant to the Term Loan. At September 30, 2018, borrowings outstanding under the ABL Agreement were $87.2 million, and open letters of credit were $3.1 million. At September 30, 2018, availability under the ABL Agreement was approximately $59.6 million. Availability under the ABL Agreement depends on the valuation of certain current assets comprising the borrowing base. Due to the seasonality of the Company’s business, this may mean that the Company will have greater borrowing availability during the third and fourth quarters of each year. The borrowing capacity under the ABL Agreement will depend, in part, on eligible levels of accounts receivable and inventory that fluctuate regularly. Consequently, the $150.0 million commitment thereunder may not represent actual borrowing capacity at any given time. At September 30, 2018, $273.6 million was outstanding under the Term Loan. At September 30, 2018, unamortized debt issuance costs of $1.5 million and $7.9 million offset the short-term and long-term outstanding balances, respectively, of the Term Loan. The Company’s payment obligations under its Debt Agreements are unconditionally guaranteed by its existing and future U.S. subsidiaries, with certain minor exceptions. Certain payment obligations under the ABL Agreement are also direct obligations of its foreign subsidiary borrowers designated as such under the ABL Agreement and, subject to limitations on such guaranty, are guaranteed by the foreign subsidiary borrowers, as well as by the Company. The obligations of the Company under the Debt Agreements 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 interest consists of (1) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and its domestic subsidiaries (the “ABL Collateral”) pledged as collateral in favor of lenders under the ABL Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under the Term Loan and (2) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and its domestic subsidiaries (the “Term Loan Collateral”) pledged as collateral in favor of lenders under the Term Loan and a second-priority lien in the Term Loan Collateral in favor of the lenders under the ABL Agreement. Borrowings under the revolving credit facility bear interest, at the Company’s option, at one of the following rates: (i) alternate base rate, defined, for any day, as the greater of the prime rate, a federal funds and overnight bank funding based rate plus 0.5% or one-month The Term Loan facility bears interest, at the Company’s option, at one of the following rates: (i) alternate base rate, defined, for any day, as the greater of the prime rate, a federal funds and overnight bank funding based rate, plus 0.5% or one-month The Debt Agreements provide for customary restrictions and events of default. Restrictions include limitations on additional indebtedness, acquisitions, investments and payment of dividends, among other things. Further, the ABL Agreement provides that during any period (a) commencing on the last day of the most recently-ended four consecutive fiscal quarters on or prior to the date that availability under the ABL Agreement is less than the greater of $15.0 million and 10% of the aggregate commitment under the ABL Agreement at any time and (b) ending on the day after such availability has exceeded the greater of $15.0 million and 10% of the aggregate commitment under the ABL Agreement for forty-five (45) consecutive days, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 as of the last day of any period of four consecutive fiscal quarters. The Company was in compliance with the covenants of the Debt Agreements at September 30, 2018. At December 31, 2017, borrowings outstanding under the Company’s former credit facility were $94.7 million and open letters of credit were $3.2 million. Availability under the former credit agreement was approximately $58.0 million at December 31, 2017. Upon entering into the Debt Agreements in March 2018 the Company repaid its outstanding borrowings under its former credit agreement. In connection therewith, debt issuance costs of $66,000 were written off. |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 2018 | |
DERIVATIVES | NOTE G — DERIVATIVES The Company is a party to interest rate swap agreements, with an aggregate notional value of $125.0 million at September 30, 2018. The Company designated the interest rate swaps as cash flow hedges of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings. The hedge periods of these agreements commenced in April 2018 and will expire in March 2023. The notional amounts are reduced over these periods. 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 values of foreign exchange contracts at September 30, 2018 and December 31, 2017 were $9.7 million and $34.9 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 values of these contracts are recorded in earnings immediately. The fair values of the Company’s derivative financial instruments included in the unaudited 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 $ — $ 11 Accrued Expenses 168 — Deferred rent & other long-term liabilities 691 — Derivatives not designated as hedging Balance Sheet Location September 30, December 31, Foreign exchange contracts Accrued expenses $ 4 $ 1,951 The fair values of the derivative financial instruments 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 counterparties to the derivative financial instruments are major international financial institutions. The Company is exposed to credit risk for the net exchanges under these agreements, but not for the notional amounts. The Company does not anticipate non-performance The amounts of 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 2018 2017 2018 2017 Interest rate swaps $ (381 ) $ (4) $ (658 ) $ 10 During the three and nine months ended September 30, 2018 the Company recognized $0.3 million of interest expense related to the interest rate swaps. Gains or losses on the interest rate swaps will be reclassified into earnings as interest expense as the interest expense on the debt is recognized in earnings. In connection with the financing transaction described in Note F—Debt, to the unaudited condensed consolidated financial statements included in this Quarterly Report, in March 2018 the Company settled its outstanding interest rate swaps, which had been accounted for as hedges and had an aggregate notional value of $5.3 million. The net gain at such time in accumulated other comprehensive income at December 31, 2017 related to the interest rate swaps was reclassified into interest expense during the three months ended March 31, 2018. 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) Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments 2018 2017 2018 2017 Foreign exchange contracts Selling, general and administrative expense $ (193 ) $ (1,082 ) $ (240 ) $ (2,648 ) |
STOCK COMPENSATION
STOCK COMPENSATION | 9 Months Ended |
Sep. 30, 2018 | |
STOCK COMPENSATION | NOTE H — STOCK COMPENSATION On June 28, 2018, the shareholders of the Company approved an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”). The amendment and restatement of the Plan revised the terms and conditions of the Plan to, among other things, increase the shares available for grant under the Plan by 900,000 shares. As of September 30, 2018, there were 900,439 shares available for the grant of awards under the Plan. Option Awards A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2018 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2018 1,456,200 $ 13.64 Grants 205,750 13.56 Exercises (31,000 ) 4.60 Cancellations (15,250 ) 17.66 Expirations (14,250 ) 17.39 Options outstanding, September 30, 2018 1,601,450 13.73 4.4 $ 695,000 Options exercisable, September 30, 2018 1,281,020 $ 13.53 3.4 $ 695,000 The aggregate intrinsic value in the table above represents the total pre-tax in-the-money The total intrinsic value of those stock options that were exercised in the nine months ended September 30, 2018 and 2017 was $221,000 and $0.9 million, respectively. The intrinsic value of a stock option that is exercised in calculated at the date of exercise. Total unrecognized stock option compensation expense at September 30, 2018, before the effect of income taxes, was $1.2 million and is expected to be recognized over a weighted-average period of 1.7 years. Restricted Stock A summary of the Company’s restricted stock activity and related information for the nine months ended September 30, 2018 is as follows: Restricted Weighted- Non-vested 219,317 $ 17.12 Grants 223,759 13.25 Vested (85,927 ) 17.23 Cancellations (12,302 ) 15.21 Non-vested 344,847 $ 14.65 Total unrecognized compensation expense remaining $ 4,228,000 Weighted-average years expected to be recognized over 1.7 The fair value of restricted stock that vested during the nine months ended September 30, 2018 was $1.0 million. Performance shares Each performance award represents the right to receive up to 150% of the target number of shares of common stock. The number of shares of common stock earned will be determined based on the attainment of specified performance goals, as determined by the Compensation Committee, by the end of the performance period. 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, 2018 is as follows: Performance- (1) Weighted- Non-vested 228,892 $ 16.49 Grants 182,175 12.81 Vested (58,888 ) 14.84 Cancellations (8,397 ) 16.13 Non-vested 343,782 $ 14.83 Total unrecognized compensation expense remaining $ 3,012,000 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 total fair value of performance-based awards that vested during the nine months ended September 30, 2018 was $792,000. The Company recognized total stock compensation expense of $1.3 million for the three months ended September 30, 2018, of which $0.2 million represents stock option compensation expense and $1.1 million represents restricted stock and performance based stock compensation expense. For the nine months ended September 30, 2018, the Company recognized total stock compensation expense of $3.0 million, of which $0.6 million represents stock option compensation expense and $2.4 million represents restricted stock and performance based stock compensation expense. 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 stock 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 and $1.7 million represents restricted stock and performance based stock compensation expense. |
INCOME (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2018 | |
INCOME (LOSS) PER COMMON SHARE | NOTE I — INCOME (LOSS) PER COMMON SHARE Basic income (loss) per common share has been computed by dividing net income (loss) by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period. Diluted income (loss) per common share adjusts net income (loss) and basic income (loss) per common share for the effect of all potentially dilutive shares of the Company’s common stock. The calculations of basic and diluted income (loss) per common share for the three and nine months ended September 30, 2018 and 2017 are as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (in thousands, except per share amounts) Net income (loss) – basic and diluted $ 5,948 $ 4,330 $ (11,707 ) $ 903 Weighted-average shares outstanding – basic 20,357 14,572 19,123 14,422 Effect of dilutive securities: Stock options and other stock awards 124 471 — 478 Weighted-average shares outstanding – basic and diluted 20,481 15,043 19,123 14,900 Basic income (loss) per common share $ 0.29 $ 0.30 $ (0.61) $ 0.06 Diluted income (loss) per common share $ 0.29 $ 0.29 $ (0.61) $ 0.06 The computation of diluted income (loss) per common share for the three and nine months ended September 30, 2018 excludes 1,361,494 shares and 1,745,914 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, 2017 excludes 390,950 shares and 1,461,698 shares, respectively, related to options to purchase shares and other stock awards. These shares were excluded due to their antidilutive effects. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES | NOTE J — INCOME TAXES On December 22, 2017, the Tax Act was enacted. The Tax Act revised the U.S. corporate income tax by, among other things, lowering the corporate income tax rate from 35% to 21%, adopting a quasi-territorial income tax system and imposing a one-time The Securities and Exchange Commission issued Staff Accounting Bulletin 118 (“SAB 118”) to provide guidance to companies that have not yet completed their accounting for the Tax Act in the period of enactment. SAB 118 provides that the Company include in its financial statements a reasonable estimate of the impact of the Tax Act on earnings to the extent such estimate has been determined. Accordingly, in the year ended December 31, 2017, the Company recorded a provisional income tax expense of $3.3 million associated with the re-measurement one-time As of September 30, 2018 the Company has not changed the provisional estimates recognized in 2017, and the Company is not yet able to calculate a reasonable estimate for the impact of the one-time Pursuant to SAB 118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company will continue to calculate the impact of the Tax Act and will record any resulting tax adjustments during 2018. Since January 1, 2018, the Tax Act has subjected the Company to a tax on global intangible low-taxed Income tax provision of $0.9 million, an effective income tax rate of 13.6%, for the three months ended September 30, 2018, reflects the reduced U.S. corporate income tax rate offset by state taxes and non-deductible non-U.S. non-deductible non-U.S. Income tax provision of $3.5 million and $0.9 million for the three and nine months ended September 30, 2017, respectively, represent taxes on both U.S. and foreign earnings at a combined effective income tax benefit rates of 42.9% and 78.8%, respectively. 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, 2018 is a gross liability of $4.0 million. The Company believes that $3.0 million 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, Illinois and the United Kingdom. The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2015. At September 30, 2018, the periods subject to examination for the Company’s major state jurisdictions are the years ended 2013 through 2017. 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 results of operations or cash flows as of and for the three and nine months ended September 30, 2018 and 2017. At September 30, 2018, interest and penalties included in the Company’s uncertain tax position gross liability was approximately $1.2 million. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2018 | |
BUSINESS SEGMENTS | NOTE K — BUSINESS SEGMENTS The Company has 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 third party and its own 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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Net sales U.S. Wholesale $ 178,518 $ 137,096 $ 393,661 $ 319,258 International 22,460 25,330 63,389 65,923 Retail Direct 8,470 3,531 19,218 11,525 Total net sales $ 209,448 $ 165,957 $ 476,268 $ 396,706 Income (loss) from operations U.S. Wholesale $ 18,505 $ 14,798 $ 15,078 $ 20,745 International (2,628 ) (1,573 ) (6,052 ) (6,473 ) Retail Direct 1,610 (259 ) 1,465 (420 ) Unallocated corporate expenses (5,184 ) (3,633 ) (14,805 ) (9,534 ) Income (loss) from operations $ 12,303 $ 9,333 $ (4,314) $ 4,318 Depreciation and amortization U.S. Wholesale $ 5,006 $ 3,010 $ 13,435 $ 7,613 International 1,067 1,048 3,359 3,013 Retail Direct 3 5 13 71 Total depreciation and amortization $ 6,076 $ 4,063 $ 16,807 $ 10,697 September 30, December 31, (in thousands) Assets U.S. Wholesale $ 681,388 $ 281,398 International 100,324 105,984 Retail Direct 901 613 Unallocated/ Corporate/ Other 17,821 13,526 Total assets $ 800,434 $ 401,521 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
CONTINGENCIES | NOTE L — 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. The 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 in-situ in-situ Accordingly, based on the above uncertainties and variables, it is not possible at this time for the Company to estimate its share of liability, if any, related to this matter. However, in the event of one or more adverse determinations related to this matter, it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material. The Company is, from time to time, involved in other legal proceedings. The Company believes that other current litigation is routine in nature and incidental to the conduct of the Company’s business and that none such litigation, individually or collectively, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
OTHER
OTHER | 9 Months Ended |
Sep. 30, 2018 | |
OTHER | NOTE M — OTHER Cash dividends Dividends declared in the nine months ended September 30, 2018 are as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 March 8, 2018 May 1, 2018 May 15, 2018 $ 0.0425 June 28, 2018 August 1, 2018 August 15, 2018 $ 0.0425 July 31, 2018 November 1, 2018 November 15, 2018 On February 15, 2018, May 15, 2018 and August 15, 2018, the Company paid dividends of $0.6 million, $0.9 million and $0.9 million respectively, to shareholders of record on February 1, 2018, May 1, 2018 and August 1, 2018 respectively. In the three months ended September 30, 2018, the Company reduced retained earnings for the accrual of $0.9 million relating to the dividend payable on November 15, 2018. On November 7, 2018 the Board of Directors declared a quarterly dividend of $0.0425 per share payable on February 15, 2019 to shareholders of record on February 1, 2019. Supplemental cash flow information Nine Months Ended September 30, 2018 2017 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 11,003 $ 2,695 Cash paid for taxes 2,527 8,675 Non-cash Translation gain (loss) adjustment $ (1,985 ) $ 7,534 Components of accumulated other comprehensive loss, net Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (29,930 ) $ (30,356 ) $ (27,821 ) $ (35,644 ) Translation gain (loss) during period 124 2,246 (1,985 ) 7,534 Balance at end of period $ (29,806 ) $ (28,110 ) $ (29,806 ) $ (28,110 ) Accumulated deferred gains (losses) on cash flow hedges: Balance at beginning of period $ (263 ) $ 11 $ 14 $ (3 ) Amounts reclassified from accumulated other comprehensive loss: (1) Settlement of cash flow hedge — — (14 ) — Derivative fair value adjustment, net of taxes of $127 and $2 for the three month periods ended September 30, 2018 and 2017, respectively and $215 and $7 for the nine months ended September 30, 2018 and 2017, respectively. (381 ) (4 ) (644 ) 10 Balance at end of period $ (644 ) $ 7 $ (644 ) $ 7 Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (1,483 ) $ (1,321 ) $ (1,518 ) $ (1,352 ) Amounts reclassified from accumulated other comprehensive loss: (2) Amortization of actuarial losses, net of taxes of $12 and $10 for the three month periods ended September 30, 2018 and 2017, respectively and $36 and $31 for the nine months ended September 30, 2018 and 2017, respectively. 19 16 54 47 Balance at end of period $ (1,464 ) $ (1,305 ) $ (1,464 ) $ (1,305 ) Total accumulated other comprehensive loss at end of period $ (31,914 ) $ (29,408 ) $ (31,914 ) $ (29,408 ) (1) Amount is recorded as interest expense on the unaudited condensed consolidated statements of operations. (2) Amounts are recorded in selling, general and administrative expense on the unaudited condensed consolidated statements of operations. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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 (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q S-X. 10-K Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2017 and 2016, net sales for the third and fourth quarters accounted for 60% and 61% of total annual net sales, respectively. In anticipation of the pre-holiday |
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 at the point in time the customer obtains control of the products, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. The Company offers various sales incentives and promotional programs to its customers 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 returns are reflected as reductions of revenue at the time of sale. See Note B – Revenue to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional information. |
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 |
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. 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 unaudited 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 unaudited condensed consolidated statements of operations. Pursuant to this agreement, the Company sold to HSBC $20.7 million and $59.4 million of receivables during the three and nine months ended September 30, 2018, respectively, and $23.6 million and $62.8 million of receivables during the three and nine months ended September 30, 2017, respectively. At September 30, 2018, $13.6 million of receivables sold are outstanding and are due to HSBC from customers. Charges of $111,000 and $300,000 related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2018, respectively. Charges of $88,000 and $218,000 related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the three and nine months 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 product-by-product The components of inventory are as follows: September 30, December 31, 2018 2017 (in thousands) Finished goods $ 199,583 $ 125,355 Work in process 398 86 Raw materials 9,222 6,995 Total $ 209,203 $ 132,436 |
Fair value of financial instruments | Fair value of financial instruments The Company determined that 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, based on a recognized index rate. |
Derivatives | Derivatives The Company accounts for derivative instruments in accordance with Accounting Standard Codification (“ASC”) Topic No. 815, Derivatives and Hedging For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in operations. |
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 were to 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 quantitative goodwill impairment testing described in ASU Topic No. 350, Intangibles – Goodwill and Other The Company also evaluates qualitative factors to determine whether or not its indefinite lived intangibles have been impaired and then performs quantitative tests if required. These tests can include the relief from royalty model or other valuation models. 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 carrying amount of the asset is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset exceeds the fair value of the asset. During the third quarter of 2018, in advance of its October 1, 2018 annual impairment test, the Company performed an interim impairment assessment of its European tableware reporting unit, which resulted in a $2.2 million non-cash |
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 claims IBNR, actual claims may vary significantly from estimated claims. |
Restructuring expenses | Restructuring expenses Costs associated with restructuring activities are recorded at fair value when a liability has been incurred. A liability has been incurred at the point of closure for any remaining operating lease obligations and at the communication date for severance. In connection with the Company’s March 2018 acquisition of Filament, the Company commenced a restructuring plan to integrate the operations of Filament with the Company’s operations and realize the savings expected from the synergies of the acquisition. During the three and nine months ended September 30, 2018 the Company incurred $0.6 million and $1.4 million, respectively, of severance restructuring charges. At September 30, 2018, $0.8 million of restructuring changes were accrued. 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, respectively, of restructuring expense related to the execution of this plan, primarily related to severance. |
Adoption of new accounting pronouncements | Adoption of new accounting pronouncements Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2017-01, Clarifying the Definition of a Business Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers Effective January 1, 2018, the Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, both non-financial and Effective September 30, 2018, the Company adopted ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Accounting pronouncements to be adopted in future periods | Accounting pronouncements to be adopted in future periods Updates not listed below were assessed and either determined to not be applicable or are expected to have a minimal effect on the Company’s financial position, results of operations, and disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement- Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), right-of-use right-of-use |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Components of Inventory | The components of inventory are as follows: September 30, December 31, 2018 2017 (in thousands) Finished goods $ 199,583 $ 125,355 Work in process 398 86 Raw materials 9,222 6,995 Total $ 209,203 $ 132,436 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Company's Revenue Disaggregated by Geographic Region and Revenue | The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the three and nine months ended September 30, 2018 (in thousands). Three Months Ended Nine Months Ended September 30, 2018 September 30, 2018 U.S. Wholesale Kitchenware $ 96,265 $ 220,863 Tableware 53,646 106,765 Home Solutions 28,607 66,033 International Kitchenware 13,843 38,782 Tableware 8,617 24,607 Retail Direct 8,470 19,218 Total net sales $ 209,448 $ 476,268 United States $ 175,540 $ 386,913 United Kingdom 17,432 47,409 Rest of World 16,476 41,946 Total net sales $ 209,448 $ 476,268 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Purchase Price | The purchase price, as adjusted, has been determined to be as follows (in thousands): Cash $ 218,506 Share consideration 76,905 Total purchase price $ 295,411 |
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 value of the assets acquired and liabilities assumed, as follows (in thousands): Accounts receivable $ 26,453 Inventory 26,696 Other assets 8,663 Other liabilities (24,746 ) Deferred income tax (26,633 ) Goodwill and other intangibles 284,978 Total allocated value $ 295,411 |
Summary of Pro Forma Consolidated Net Sales and Income (Loss) Before Income Taxes and Equity in Earnings | The following table presents the Company’s pro forma consolidated net sales, income (loss) before income taxes and equity in earnings and net income (loss) for the three and nine months ended September 30, 2018 and 2017. The unaudited pro forma results include the historical statement of operations information of the Company and of Filament, giving effect to the Filament acquisition and related financing as if they had occurred at the beginning of the periods presented. Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 (In thousands, except per share data) Net sales $ 209,448 $ 209,119 $ 502,079 $ 516,432 Income (loss) before income taxes and equity in earnings 6,956 9,742 (15,416 ) (1,238 ) Net income (loss) 6,145 5,009 (10,671 ) (801 ) Diluted income (loss) per common share 0.30 0.24 (0.52 ) (0.04 ) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Grupo Vasconia S.A.B. | |
Summarized Income Statement Information for Vasconia in USD and MXN | Summarized statement of income information for Vasconia in USD and MXN is as follows: Three Months Ended September 30, 2018 2017 (in thousands) USD MXN USD MXN Net sales $ 41,222 $ 780,938 $ 40,184 $ 715,577 Gross profit 7,762 147,039 7,553 134,507 Income from operations 1,063 20,136 1,766 31,440 Net income (loss) (1,233 ) (23,361 ) (648 ) (11,538 ) Nine Months Ended September 30, 2018 2017 (in thousands) USD MXN USD MXN Net Sales $ 128,853 $ 2,452,673 $ 118,743 $ 2,236,897 Gross Profit 24,867 473,763 23,162 437,718 Income from operations 5,867 112,466 5,881 112,027 Net Income 862 17,484 1,754 35,168 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Components of Intangible Assets | Intangible assets consist of the following (in thousands): September 30, 2018 December 31, 2017 Gross Impairment Accumulated Amortization Net Gross Accumulated Amortization Net Goodwill $ 104,232 $ (2,205 ) $ — $ 102,027 $ 15,772 $ — $ 15,772 Indefinite-lived intangible assets: Trade names 62,216 — — 62,216 7,616 — 7,616 Finite-lived intangible assets: Licenses 15,847 — (9,717 ) 6,130 15,847 (9,375 ) 6,472 Trade names 38,355 — (13,084 ) 25,271 33,368 (11,109 ) 22,259 Customer relationships 183,250 — (24,861 ) 158,389 52,961 (16,966 ) 35,995 Other 6,434 — (1,098 ) 5,336 1,165 (800 ) 365 Total $ 410,334 $ (2,205 ) $ (48,760 ) $ 359,369 $ 126,729 $ (38,250 ) $ 88,479 |
Summary of Activities Relating to Intangible Assets | A summary of the activities related to the Company’s intangible assets for the nine months ended September 30, 2018 consists of the following (in thousands): Goodwill and Intangible Assets, December 31, 2017 $ 88,479 Goodwill acquired 88,898 Trade names acquired 60,000 Customer relationships acquired 131,450 Other intangibles acquired 5,292 Impairment of goodwill (2,205 ) Foreign currency translation adjustment (1,391 ) Amortization (11,154 ) Goodwill and intangible assets, September 30, 2018 $ 359,369 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Values of Derivative Financial Instruments Included in Unaudited Condensed Consolidated Balance Sheets | The fair values of the Company’s derivative financial instruments included in the unaudited 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 $ — $ 11 Accrued Expenses 168 — Deferred rent & other long-term liabilities 691 — Derivatives not designated as hedging Balance Sheet Location September 30, December 31, Foreign exchange contracts Accrued expenses $ 4 $ 1,951 |
Gains and Losses Related to Derivative Financial Instruments Designated as Hedging Instruments | The amounts of 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 2018 2017 2018 2017 Interest rate swaps $ (381 ) $ (4) $ (658 ) $ 10 |
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) Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments 2018 2017 2018 2017 Foreign exchange contracts Selling, general and administrative expense $ (193 ) $ (1,082 ) $ (240 ) $ (2,648 ) |
STOCK COMPENSATION (Tables)
STOCK COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 is as follows: Options Weighted- Weighted- Aggregate Options outstanding, January 1, 2018 1,456,200 $ 13.64 Grants 205,750 13.56 Exercises (31,000 ) 4.60 Cancellations (15,250 ) 17.66 Expirations (14,250 ) 17.39 Options outstanding, September 30, 2018 1,601,450 13.73 4.4 $ 695,000 Options exercisable, September 30, 2018 1,281,020 $ 13.53 3.4 $ 695,000 |
Summary of Restricted Stock Activity | A summary of the Company’s restricted stock activity and related information for the nine months ended September 30, 2018 is as follows: Restricted Weighted- Non-vested 219,317 $ 17.12 Grants 223,759 13.25 Vested (85,927 ) 17.23 Cancellations (12,302 ) 15.21 Non-vested 344,847 $ 14.65 Total unrecognized compensation expense remaining $ 4,228,000 Weighted-average years expected to be recognized over 1.7 |
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, 2018 is as follows: Performance- (1) Weighted- Non-vested 228,892 $ 16.49 Grants 182,175 12.81 Vested (58,888 ) 14.84 Cancellations (8,397 ) 16.13 Non-vested 343,782 $ 14.83 Total unrecognized compensation expense remaining $ 3,012,000 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 (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Calculations of Basic and Diluted Loss per Common Share | The calculations of basic and diluted income (loss) per common share for the three and nine months ended September 30, 2018 and 2017 are as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 (in thousands, except per share amounts) Net income (loss) – basic and diluted $ 5,948 $ 4,330 $ (11,707 ) $ 903 Weighted-average shares outstanding – basic 20,357 14,572 19,123 14,422 Effect of dilutive securities: Stock options and other stock awards 124 471 — 478 Weighted-average shares outstanding – basic and diluted 20,481 15,043 19,123 14,900 Basic income (loss) per common share $ 0.29 $ 0.30 $ (0.61) $ 0.06 Diluted income (loss) per common share $ 0.29 $ 0.29 $ (0.61) $ 0.06 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Net sales U.S. Wholesale $ 178,518 $ 137,096 $ 393,661 $ 319,258 International 22,460 25,330 63,389 65,923 Retail Direct 8,470 3,531 19,218 11,525 Total net sales $ 209,448 $ 165,957 $ 476,268 $ 396,706 Income (loss) from operations U.S. Wholesale $ 18,505 $ 14,798 $ 15,078 $ 20,745 International (2,628 ) (1,573 ) (6,052 ) (6,473 ) Retail Direct 1,610 (259 ) 1,465 (420 ) Unallocated corporate expenses (5,184 ) (3,633 ) (14,805 ) (9,534 ) Income (loss) from operations $ 12,303 $ 9,333 $ (4,314) $ 4,318 Depreciation and amortization U.S. Wholesale $ 5,006 $ 3,010 $ 13,435 $ 7,613 International 1,067 1,048 3,359 3,013 Retail Direct 3 5 13 71 Total depreciation and amortization $ 6,076 $ 4,063 $ 16,807 $ 10,697 September 30, December 31, (in thousands) Assets U.S. Wholesale $ 681,388 $ 281,398 International 100,324 105,984 Retail Direct 901 613 Unallocated/ Corporate/ Other 17,821 13,526 Total assets $ 800,434 $ 401,521 |
OTHER (Tables)
OTHER (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Cash Dividends Declared | Dividends declared in the nine months ended September 30, 2018 are as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 March 8, 2018 May 1, 2018 May 15, 2018 $ 0.0425 June 28, 2018 August 1, 2018 August 15, 2018 $ 0.0425 July 31, 2018 November 1, 2018 November 15, 2018 |
Supplemental Cash Flow Information | Supplemental cash flow information Nine Months Ended September 30, 2018 2017 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 11,003 $ 2,695 Cash paid for taxes 2,527 8,675 Non-cash Translation gain (loss) adjustment $ (1,985 ) $ 7,534 |
Components of Accumulated Other Comprehensive Loss, Net | Components of accumulated other comprehensive loss, net Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ (29,930 ) $ (30,356 ) $ (27,821 ) $ (35,644 ) Translation gain (loss) during period 124 2,246 (1,985 ) 7,534 Balance at end of period $ (29,806 ) $ (28,110 ) $ (29,806 ) $ (28,110 ) Accumulated deferred gains (losses) on cash flow hedges: Balance at beginning of period $ (263 ) $ 11 $ 14 $ (3 ) Amounts reclassified from accumulated other comprehensive loss: (1) Settlement of cash flow hedge — — (14 ) — Derivative fair value adjustment, net of taxes of $127 and $2 for the three month periods ended September 30, 2018 and 2017, respectively and $215 and $7 for the nine months ended September 30, 2018 and 2017, respectively. (381 ) (4 ) (644 ) 10 Balance at end of period $ (644 ) $ 7 $ (644 ) $ 7 Accumulated effect of retirement benefit obligations: Balance at beginning of period $ (1,483 ) $ (1,321 ) $ (1,518 ) $ (1,352 ) Amounts reclassified from accumulated other comprehensive loss: (2) Amortization of actuarial losses, net of taxes of $12 and $10 for the three month periods ended September 30, 2018 and 2017, respectively and $36 and $31 for the nine months ended September 30, 2018 and 2017, respectively. 19 16 54 47 Balance at end of period $ (1,464 ) $ (1,305 ) $ (1,464 ) $ (1,305 ) Total accumulated other comprehensive loss at end of period $ (31,914 ) $ (29,408 ) $ (31,914 ) $ (29,408 ) (1) Amount is recorded as interest expense on the unaudited condensed consolidated statements of operations. (2) Amounts are recorded in selling, general and administrative expense on the unaudited condensed consolidated statements of operations. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Percentage of total annual net sales in the third and fourth quarters | 60.00% | 61.00% | ||||
Impairment of goodwill | $ 2,205 | $ 2,205 | ||||
Restructuring charges | 552 | $ 272 | 1,353 | $ 526 | ||
Employee Severance | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Restructuring charges | 600 | 1,400 | ||||
Accrued restructuring change | 800 | 800 | ||||
Receivables Purchase Agreement | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Sale of receivable | 20,700 | 23,600 | 59,400 | 62,800 | ||
Sale of receivable, outstanding | 13,600 | 13,600 | ||||
Receivables Purchase Agreement | Selling, General and Administrative Expenses | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Charge related to sale of receivables | $ 111 | $ 88 | $ 300 | $ 218 |
Components of Inventory (Detail
Components of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Finished goods | $ 199,583 | $ 125,355 |
Work in process | 398 | 86 |
Raw materials | 9,222 | 6,995 |
Total | $ 209,203 | $ 132,436 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Shipping and handling revenue | $ 209,448 | $ 165,957 | $ 476,268 | $ 396,706 |
Shipping and Handling [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Shipping and handling revenue | $ 900 | $ 500 | $ 2,200 | $ 1,700 |
Summary of Company's Revenue Di
Summary of Company's Revenue Disaggregated by Geographic Region and Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 209,448 | $ 165,957 | $ 476,268 | $ 396,706 |
U. S. Wholesale | Kitchenware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 96,265 | 220,863 | ||
U. S. Wholesale | Tableware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 53,646 | 106,765 | ||
U. S. Wholesale | Home Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 28,607 | 66,033 | ||
International | Kitchenware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 13,843 | 38,782 | ||
International | Tableware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 8,617 | 24,607 | ||
Retail Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 8,470 | 19,218 | ||
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 175,540 | 386,913 | ||
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 17,432 | 47,409 | ||
Rest of World | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 16,476 | $ 41,946 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - Filament - USD ($) $ in Thousands | Mar. 02, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
Business Acquisition [Line Items] | |||
Business acquisition, date of acquisition agreement | Dec. 22, 2017 | ||
Business acquisition, effective date of acquisition | Mar. 2, 2018 | ||
Aggregate acquisition agreement amount | $ 295,411 | ||
Business acquisition, cash consideration | $ 218,506 | ||
Business acquisition, equity interest issued or issuable, number of shares | 5,593,116 | ||
Business combination, consideration transferred, equity interests issued and issuable | $ 76,905 | ||
Goodwill | $ 4,900 | ||
Net sales | $ 38,600 | $ 77,200 |
Summary of Purchase Price (Deta
Summary of Purchase Price (Detail) - Filament $ in Thousands | Mar. 02, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 218,506 |
Share consideration | 76,905 |
Total purchase price | $ 295,411 |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocated Based on Estimated Fair Value of Assets and Liabilities (Detail) - Filament $ in Thousands | Mar. 02, 2018USD ($) |
Business Acquisition [Line Items] | |
Accounts receivable | $ 26,453 |
Inventory | 26,696 |
Other assets | 8,663 |
Other liabilities | (24,746) |
Deferred income tax | (26,633) |
Goodwill and other intangibles | 284,978 |
Total allocated value | $ 295,411 |
Summary of Pro Forma Consolidat
Summary of Pro Forma Consolidated Net Sales and Income (Loss) Before Income Taxes and Equity in Earnings (Detail) - Filament - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 209,448 | $ 209,119 | $ 502,079 | $ 516,432 |
Income (loss) before income taxes and equity in earnings | 6,956 | 9,742 | (15,416) | (1,238) |
Net income (loss) | $ 6,145 | $ 5,009 | $ (10,671) | $ (801) |
Diluted income (loss) per common share | $ 0.30 | $ 0.24 | $ (0.52) | $ (0.04) |
Investments - Additional Inform
Investments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)$ / $ | Sep. 30, 2017USD ($)$ / $ | Sep. 30, 2018USD ($)$ / $ | Sep. 30, 2017USD ($)$ / $ | Dec. 31, 2017USD ($)$ / $ | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses), net of taxes | $ 185,000 | $ (326,000) | $ 417,000 | $ 672,000 | |
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 | $ / $ | 18.69 | 18.69 | 19.68 | ||
Increase (decrease) in equity method investment | $ 800,000 | 1,300,000 | |||
Due to related party | $ 0 | 0 | $ 0 | ||
Equity in earnings (losses), net of taxes | 185,000 | (326,000) | 417,000 | 672,000 | |
Equity in earnings, deferred taxes | (580,000) | $ 100,000 | (274,000) | $ (200,000) | |
Fair value of investment | 32,800,000 | 32,800,000 | 31,800,000 | ||
Carrying value of investment | 24,800,000 | 24,800,000 | 23,800,000 | ||
Grupo Vasconia S.A.B. | Prepaid expenses and other current assets | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Due from related party | $ 147,000 | $ 147,000 | $ 64,000 | ||
Grupo Vasconia S.A.B. | Transaction 02 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Average daily exchange rate for period - MXN to USD | $ / $ | 18.94 | 17.81 | |||
Grupo Vasconia S.A.B. | Minimum | Transaction 02 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Average daily exchange rate for period - MXN to USD | $ / $ | 18.71 | 17.81 | |||
Grupo Vasconia S.A.B. | Maximum | Transaction 02 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Average daily exchange rate for period - MXN to USD | $ / $ | 19.38 | 20.30 |
Summarized Statement of Income
Summarized Statement of Income Information for Vasconia in USD and MXN (Detail) - Grupo Vasconia S.A.B. $ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018USD ($) | Sep. 30, 2018MXN ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017MXN ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018MXN ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017MXN ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Net sales | $ 41,222 | $ 780,938 | $ 40,184 | $ 715,577 | $ 128,853 | $ 2,452,673 | $ 118,743 | $ 2,236,897 |
Gross profit | 7,762 | 147,039 | 7,553 | 134,507 | 24,867 | 473,763 | 23,162 | 437,718 |
Income from operations | 1,063 | 20,136 | 1,766 | 31,440 | 5,867 | 112,466 | 5,881 | 112,027 |
Net income (loss) | $ (1,233) | $ (23,361) | $ (648) | $ (11,538) | $ 862 | $ 17,484 | $ 1,754 | $ 35,168 |
Components of Intangible Assets
Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Intangible Assets Disclosure [Line Items] | ||
Goodwill, Gross | $ 104,232 | $ 15,772 |
Goodwill, Accumulated Impairment | (2,205) | |
Goodwill, Net | 102,027 | 15,772 |
Indefinite-Lived Trade Names, Gross | 62,216 | 7,616 |
Indefinite-Lived Trade Names, Accumulated Impairment | 0 | 0 |
Indefinite-Lived Trade Names, Net | 62,216 | 7,616 |
Intangible Assets, Gross (Including Goodwill) | 410,334 | 126,729 |
Goodwill, Accumulated Impairment | (2,205) | |
Finite-Lived Intangible Assets, Accumulated Amortization | (48,760) | (38,250) |
Intangible Assets, Net (Including Goodwill) | 359,369 | 88,479 |
License | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 15,847 | 15,847 |
Finite-Lived Intangible Assets, Accumulated Amortization | (9,717) | (9,375) |
Finite-Lived Intangible Assets, Net | 6,130 | 6,472 |
Trade Names | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 38,355 | 33,368 |
Finite-Lived Intangible Assets, Accumulated Amortization | (13,084) | (11,109) |
Finite-Lived Intangible Assets, Net | 25,271 | 22,259 |
Customer Relationships | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 183,250 | 52,961 |
Finite-Lived Intangible Assets, Accumulated Amortization | (24,861) | (16,966) |
Finite-Lived Intangible Assets, Net | 158,389 | 35,995 |
Other | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 6,434 | 1,165 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,098) | (800) |
Finite-Lived Intangible Assets, Net | $ 5,336 | $ 365 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Goodwill and Intangible Assets | ||
Goodwill and intangible assets, Beginning Balance | $ 88,479 | |
Goodwill acquired | 88,898 | |
Impairment of goodwill | $ (2,205) | (2,205) |
Foreign currency translation adjustment | (1,391) | |
Amortization | (11,154) | |
Goodwill and Intangible Assets, Ending Balance | $ 359,369 | 359,369 |
Trade Names | ||
Goodwill and Intangible Assets | ||
Intangible assets acquired | 60,000 | |
Customer Relationships | ||
Goodwill and Intangible Assets | ||
Intangible assets acquired | 131,450 | |
Other | ||
Goodwill and Intangible Assets | ||
Intangible assets acquired | $ 5,292 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Schedule of Intangible Assets Disclosure [Line Items] | ||
Impairment of goodwill | $ 2,205 | $ 2,205 |
Percentage of reporting unit fair value below its carrying value | 12.00% | 12.00% |
Impairment of assets | $ 22,900 | $ 22,900 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Thousands | Mar. 02, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 275,000 | |||
Debt instrument, maturity date | Feb. 28, 2025 | |||
Debt instrument, quarterly repayment percentage of principal | 0.25% | |||
Debt instrument, date of first required payment | Jun. 30, 2018 | |||
Line of credit facility, description | The Incremental Facilities may not exceed the sum of (i) $50.0 million, plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company's secured net leverage ratio, as defined in and computed pursuant to the Term Loan, is no greater than 3.75 to 1.00 subject to certain limitations and for the period defined pursuant to the Term Loan. | |||
Debt instrument leverage ratio | 3.75 | |||
Outstanding borrowings under term loan | $ 273,600 | |||
Unamortized debt issuance costs- short term | 1,500 | |||
Unamortized debt issuance costs- long term | $ 7,900 | |||
Interest rates on outstanding borrowings | 5.70% | |||
Line of credit facility description | The Term Loan facility bears interest, at the Company's option, at one of the following rates (i) alternate base rate, defined, for any day, as the greater of the prime rate, a federal funds and overnight bank funding based rate, plus 0.5% or one-month LIBOR (at the Company's option), plus 1.0%, plus a margin of 2.50% or (ii) LIBOR plus a margin of 3.50%. | |||
Term Loan | Prime rate, federal funds and overnight bank funding based rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Term Loan | One-month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Term Loan | Alternate Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% | |||
Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.50% | |||
Former Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowing under credit facility | $ 94,700 | |||
Open letters of credit | 3,200 | |||
Availability under credit facility | $ 58,000 | |||
Write off of debt issuance cost | $ 66 | |||
ABL Agreement | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 150,000 | |||
Outstanding borrowing under credit facility | 87,200 | |||
Open letters of credit | 3,100 | |||
Availability under credit facility | $ 59,600 | |||
Credit facility, maximum borrowing capacity terms | The borrowing capacity under the ABL Agreement will depend, in part, on eligible levels of accounts receivable and inventory that fluctuate regularly. Consequently, the $150.0 million commitment thereunder may not represent actual borrowing capacity at any given time. | |||
ABL Agreement | Senior Secured Asset Based Revolving Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 150,000 | |||
Line of credit facility, expiration date | Mar. 2, 2023 | |||
Line of credit facility maximum borrowing capacity if certain conditions are met | $ 200,000 | |||
Increase in line of credit facility | $ 50,000 | |||
ABL Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility description | Borrowings under the revolving credit facility bear interest, at the Company's option, at one of the following rates (i) alternate base rate, defined, for any day, as the greater of the prime rate, a federal funds and overnight bank funding based rate plus 0.5% or one-monthLIBOR, plus 1.0%, plus a margin of 0.25% to 0.75%, or (ii) LIBOR plus a margin of 1.25% to 1.75%. The respective margins are based upon the Company's total leverage ratio, as defined in and computed pursuant to the ABL Agreement. | |||
ABL Agreement | Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rates on outstanding borrowings | 2.50% | |||
Percentage of line of credit facility unused capacity commitment fee | 0.375% | |||
ABL Agreement | Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rates on outstanding borrowings | 6.00% | |||
ABL Agreement | Revolving Credit Facility | Prime rate, federal funds and overnight bank funding based rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
ABL Agreement | Revolving Credit Facility | One-month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
ABL Agreement | Revolving Credit Facility | Alternate Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.25% | |||
ABL Agreement | Revolving Credit Facility | Alternate Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.75% | |||
ABL Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
ABL Agreement | Revolving Credit Facility | LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.75% | |||
Debt Agreements | ||||
Debt Instrument [Line Items] | ||||
Percentage of capital stock of foreign subsidiaries pledged as collateral | 65.00% | |||
Minimum availability under revolving credit to maintain minimum fixed charge ratio for four consecutive months | $ 15,000 | |||
Commitment Fee Percentage | 10.00% | |||
Number of days company required to maintain minimum fixed charge coverage ratio | 45 days | |||
Fixed charge coverage ratio minimum | 110.00% | |||
Credit facility terms | The Debt Agreements provide for customary restrictions and events of default. Restrictions include limitations on additional indebtedness, acquisitions, investments and payment of dividends, among other things. Further, the ABL Agreement provides that during any period (a) commencing on the last day of the most recently-ended four consecutive fiscal quarters on or prior to the date that availability under the ABL Agreement is less than the greater of $15.0 million and 10% of the aggregate commitment under the ABL Agreement at any time and (b) ending on the day after such availability has exceeded the greater of $15.0 million and 10% of the aggregate commitment under the ABL Agreement for forty-five (45) consecutive days, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 as of the last day of any period of four consecutive fiscal quarters. |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | ||||||
Commencement date | 2018-04 | |||||
Expiration date | Mar. 31, 2023 | |||||
Interest expenses | $ 5,634 | $ 1,172 | $ 12,413 | $ 3,114 | ||
Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Interest expenses | 300 | 300 | ||||
Not Designated as Hedging Instrument | Foreign exchange contract | ||||||
Derivative [Line Items] | ||||||
Notional amount | 9,700 | 9,700 | $ 34,900 | |||
Designated as Hedging Instrument | Interest Rate Contract | Cash Flow Hedging | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 125,000 | $ 125,000 | $ 5,300 |
Fair Values of Derivative Finan
Fair Values of Derivative Financial Instruments Included in Unaudited Condensed Consolidated Balance Sheets (Detail) - Fair Value, Observable inputs, Level 2 - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Designated as Hedging Instrument | Interest Rate Contract | Prepaid expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Assets | $ 11 | |
Designated as Hedging Instrument | Interest Rate Contract | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Assets | $ 168 | |
Designated as Hedging Instrument | Interest Rate Contract | Deferred rent & other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Assets | 691 | |
Not Designated as Hedging Instrument | Foreign exchange contract | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative Assets | $ 4 | $ 1,951 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Designated as Hedging Instrument | Interest Rate Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) recognized in OCI | $ (381) | $ (4) | $ (658) | $ 10 |
Gains and Losses Related to D_2
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
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 | $ (193) | $ (1,082) | $ (240) | $ (2,648) |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 28, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total intrinsic value of stock options exercised | $ 221 | $ 900 | ||||
Unrecognized stock option compensation cost | $ 1,200 | 1,200 | ||||
Stock compensation expense | 1,300 | $ 1,000 | 3,027 | 2,482 | ||
Stock compensation expense, stock option | 200 | 200 | 600 | 800 | ||
Stock compensation expense, Performance based and restricted share | $ 1,100 | $ 800 | $ 2,400 | $ 1,700 | ||
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 | On June 28, 2018, the shareholders of the Company approved an amendment and restatement of the Company's Amended and Restated 2000 Long-Term Incentive Plan (the "Plan"). The amendment and restatement of the Plan revised the terms and conditions of the Plan to, among other things, increase the shares available for grant under the Plan by 900,000 shares. | |||||
Increase in share available for grant | 900,000 | |||||
Shares available for grant | 900,439 | 900,439 | ||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 1 year 8 months 12 days | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average recognition period | 1 year 8 months 12 days | |||||
Total fair value of performance-based awards, vested | $ 1,000 | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average recognition period | [1] | 1 year 10 months 25 days | ||||
Total fair value of performance-based awards, vested | $ 792 | |||||
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, 2018USD ($)$ / sharesshares | |
Options | |
Beginning balance | shares | 1,456,200 |
Grants | shares | 205,750 |
Exercises | shares | (31,000) |
Cancellations | shares | (15,250) |
Expirations | shares | (14,250) |
Ending balance | shares | 1,601,450 |
Options exercisable at End of Period | shares | 1,281,020 |
Weighted-average exercise price | |
Beginning balance | $ / shares | $ 13.64 |
Grants | $ / shares | 13.56 |
Exercises | $ / shares | 4.60 |
Cancellations | $ / shares | 17.66 |
Expirations | $ / shares | 17.39 |
Ending balance | $ / shares | 13.73 |
Options exercisable at End of Period | $ / shares | $ 13.53 |
Weighted-average remaining contractual life (years) | |
Options outstanding, Ending balance | 4 years 4 months 24 days |
Options exercisable, Ending balance | 3 years 4 months 24 days |
Aggregate intrinsic value | |
Options outstanding, end of period | $ | $ 695,000 |
Options exercisable, end of period | $ | $ 695,000 |
Summary of Restricted Stock Act
Summary of Restricted Stock Activity (Detail) - Restricted Stock $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of shares | |
Beginning balance | shares | 219,317 |
Grants | shares | 223,759 |
Vested | shares | (85,927) |
Cancellations | shares | (12,302) |
Ending balance | shares | 344,847 |
Total unrecognized compensation expense remaining | $ | $ 4,228 |
Weighted-average years expected to be recognized over | 1 year 8 months 12 days |
Weighted-average exercise price | |
Beginning balance | $ / shares | $ 17.12 |
Grants | $ / shares | 13.25 |
Vested | $ / shares | 17.23 |
Cancellations | $ / shares | 15.21 |
Ending balance | $ / shares | $ 14.65 |
Summary of Performance-based Aw
Summary of Performance-based Award Activity (Detail) - Performance Shares $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($)$ / sharesshares | ||
Number of shares | ||
Beginning balance | shares | 228,892 | [1] |
Grants | shares | 182,175 | [1] |
Vested | shares | (58,888) | [1] |
Cancellations | shares | (8,397) | [1] |
Ending balance | shares | 343,782 | [1] |
Total unrecognized compensation expense remaining | $ | $ 3,012 | [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 | $ 16.49 | |
Grants | $ / shares | 12.81 | |
Vested | $ / shares | 14.84 | |
Cancellations | $ / shares | 16.13 | |
Ending balance | $ / shares | $ 14.83 | |
[1] | Represents the target number of shares to be issued for each performance-based award. |
Calculations of Basic and Dilut
Calculations of Basic and Diluted Loss per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share Disclosure [Line Items] | ||||
Net income (loss)- basic and diluted | $ 5,948 | $ 4,330 | $ (11,707) | $ 903 |
Weighted-average shares outstanding - basic | 20,357 | 14,572 | 19,123 | 14,422 |
Effect of dilutive securities: | ||||
Stock options and other stock awards | 124 | 471 | 478 | |
Weighted-average shares outstanding - basic and diluted | 20,481 | 15,043 | 19,123 | 14,900 |
BASIC INCOME (LOSS) PER COMMON SHARE | $ 0.29 | $ 0.30 | $ (0.61) | $ 0.06 |
DILUTED INCOME (LOSS) PER COMMON SHARE | $ 0.29 | $ 0.29 | $ (0.61) | $ 0.06 |
Income (Loss) Per Common Shar_2
Income (Loss) Per Common Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock Options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of diluted income (loss) per common share | 1,361,494 | 390,950 | 1,745,914 | 1,461,698 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Tax Examination [Line Items] | |||||
Corporate income tax rate | 21.00% | 35.00% | |||
Provisional income tax expense | $ 3,300 | ||||
Income tax (provision) benefit | $ (906) | $ (3,505) | $ 4,669 | $ (863) | |
Gross liability for tax positions | 4,000 | 4,000 | |||
Change in unrecognized tax benefits reasonably possible | 3,000 | $ 3,000 | |||
Income tax examination years description | The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2015. | ||||
Interest and Penalties | |||||
Income Tax Examination [Line Items] | |||||
Gross liability for tax positions | $ 1,200 | $ 1,200 | |||
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 | 2,017 | ||||
Domestic | |||||
Income Tax Examination [Line Items] | |||||
Effective income tax rate | 13.60% | 42.90% | 27.80% | 42.90% | |
Foreign | |||||
Income Tax Examination [Line Items] | |||||
Effective income tax rate, change in enacted rate | 78.80% | 78.80% |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018Segment | |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 209,448 | $ 165,957 | $ 476,268 | $ 396,706 | |
Depreciation and amortization | 6,076 | 4,063 | 16,807 | 10,697 | |
Income (Loss) from operations | 12,303 | 9,333 | (4,314) | 4,318 | |
Assets | 800,434 | 800,434 | $ 401,521 | ||
Unallocated corporate expenses | |||||
Segment Reporting Information [Line Items] | |||||
Income (Loss) from operations | (5,184) | (3,633) | (14,805) | (9,534) | |
Assets | 17,821 | 17,821 | 13,526 | ||
U. S. Wholesale | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 178,518 | 137,096 | 393,661 | 319,258 | |
Depreciation and amortization | 5,006 | 3,010 | 13,435 | 7,613 | |
U. S. Wholesale | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income (Loss) from operations | 18,505 | 14,798 | 15,078 | 20,745 | |
Assets | 681,388 | 681,388 | 281,398 | ||
International | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 22,460 | 25,330 | 63,389 | 65,923 | |
Depreciation and amortization | 1,067 | 1,048 | 3,359 | 3,013 | |
International | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income (Loss) from operations | (2,628) | (1,573) | (6,052) | (6,473) | |
Assets | 100,324 | 100,324 | 105,984 | ||
Retail Direct | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 8,470 | 3,531 | 19,218 | 11,525 | |
Depreciation and amortization | 3 | 5 | 13 | 71 | |
Retail Direct | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Income (Loss) from operations | 1,610 | $ (259) | 1,465 | $ (420) | |
Assets | $ 901 | $ 901 | $ 613 |
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) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Dividend Payment 1st | |
Dividends Payable [Line Items] | |
Dividend per share | $ 0.0425 |
Date declared | Mar. 8, 2018 |
Date of record | May 1, 2018 |
Payment date | May 15, 2018 |
Dividend Payment 2nd | |
Dividends Payable [Line Items] | |
Dividend per share | $ 0.0425 |
Date declared | Jun. 28, 2018 |
Date of record | Aug. 1, 2018 |
Payment date | Aug. 15, 2018 |
Dividend Payment 3rd | |
Dividends Payable [Line Items] | |
Dividend per share | $ 0.0425 |
Date declared | Jul. 31, 2018 |
Date of record | Nov. 1, 2018 |
Payment date | Nov. 15, 2018 |
Other - Additional Information
Other - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 07, 2018 | Aug. 15, 2018 | May 15, 2018 | Feb. 15, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Other [Line Items] | |||||||
Dividend paid | $ 2,405 | $ 1,855 | |||||
Dividend Paid | |||||||
Other [Line Items] | |||||||
Dividend paid | $ 900 | $ 900 | $ 600 | ||||
Dividend declared, date of record | Aug. 1, 2018 | May 1, 2018 | Feb. 1, 2018 | ||||
Dividend payable | $ 900 | $ 900 | |||||
Dividend payable date | Nov. 15, 2018 | ||||||
Dividend Declared | Subsequent Event | |||||||
Other [Line Items] | |||||||
Dividend declared, date of record | Feb. 1, 2019 | ||||||
Dividend payable date | Feb. 15, 2019 | ||||||
Quarterly dividend declared | $ 0.0425 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 11,003 | $ 2,695 |
Cash paid for taxes | 2,527 | 8,675 |
Non-cash investing activities: | ||
Translation gain (loss) adjustment | $ (1,985) | $ 7,534 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Balance at beginning of period | $ 210,279 | ||||
Balance at end of period | $ 272,010 | 272,010 | |||
Accumulated Translation Adjustment: | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Balance at beginning of period | (29,930) | $ (30,356) | (27,821) | $ (35,644) | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 124 | 2,246 | (1,985) | 7,534 | |
Balance at end of period | (29,806) | (28,110) | (29,806) | (28,110) | |
Accumulated Deferred Gains (Losses) on Cash Flow Hedges: | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Balance at beginning of period | (263) | 11 | 14 | (3) | |
Amounts reclassified from accumulated other comprehensive loss | [1] | (14) | |||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (381) | (4) | (644) | 10 | |
Balance at end of period | (644) | 7 | (644) | 7 | |
Accumulated Effect of Retirement Benefit Obligations: | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Balance at beginning of period | (1,483) | (1,321) | (1,518) | (1,352) | |
Amounts reclassified from accumulated other comprehensive loss | [2] | 19 | 16 | 54 | 47 |
Balance at end of period | (1,464) | (1,305) | (1,464) | (1,305) | |
Accumulated Other Comprehensive Income (Loss) | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Balance at end of period | $ (31,914) | $ (29,408) | $ (31,914) | $ (29,408) | |
[1] | Amount is recorded as interest expense on the unaudited condensed consolidated statements of operations. | ||||
[2] | Amounts are recorded in selling, general and administrative expense on the unaudited condensed consolidated statements of operations. |
Components of Accumulated Oth_2
Components of Accumulated Other Comprehensive Loss, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Accumulated Deferred Gains (Losses) on Cash Flow Hedges: | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Derivative fair value adjustment, tax | $ 127 | $ 2 | $ 215 | $ 7 | |
Accumulated Effect of Retirement Benefit Obligations: | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Amortization of actuarial losses, taxes | [1] | $ 12 | $ 10 | $ 36 | $ 31 |
[1] | Amounts are recorded in selling, general and administrative expense on the unaudited condensed consolidated statements of operations. |