FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
Commission file number 1-19254
Lifetime Hoan Corporation
(Exact name of registrant as specified in its charter)
Delaware 11-2682486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Merrick Avenue, Westbury, NY 11590
(Address of principal executive offices) (Zip Code)
(516) 683-6000
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No__
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act)
Yes ___ No X_
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value 10,926,448 shares outstanding as of April 30, 2004
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LIFETIME HOAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<table>
<caption>
<s>
<c> <c> <c>
March 31,
2004 December 31,
(unaudited) 2003
ASSETS
CURRENT ASSETS
Cash and cash equivalents $719 $1,175
Accounts receivable, less allowances of
$3,422 in 2004 and $3,349 in 2003 22,579 31,977
Merchandise inventories 48,564 49,294
Prepaid expenses 2,192 2,129
Other current assets 5,165 3,709
TOTAL CURRENT ASSETS 79,219 88,284
PROPERTY AND EQUIPMENT, net 20,200 20,563
GOODWILL 16,145 16,145
OTHER INTANGIBLES, net 9,398 9,530
OTHER ASSETS 2,093 2,214
TOTAL ASSETS $127,055 $136,736
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $13,000 $16,800
Accounts payable and trade acceptances 6,859 8,405
Accrued expenses 14,147 17,156
Income taxes payable 2,134 4,613
TOTAL CURRENT LIABILITIES 36,140 46,974
DEFERRED RENT & OTHER LONG-TERM LIABILITIES 1,639 1,593
DEFERRED INCOME TAX LIABILITIES 3,128 2,088
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value, shares
authorized: 25,000,000; shares issued and
outstanding: 10,901,448 in 2004 and
10,842,540 in 2003 109 109
Paid-in capital 63,808 63,409
Retained earnings 22,710 23,042
Notes receivable for shares issued to
stockholders (479) (479)
TOTAL STOCKHOLDERS' EQUITY 86,148 86,081
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $127,055 $136,736
</table>
See notes to condensed consolidated financial statements.
LIFETIME HOAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
<table>
<caption>
<s>
Three Months Ended March 31,
<c> <c> <c>
2004 2003
Net Sales $37,129 $24,284
Cost of Sales 21,689 13,426
Distribution Expenses 5,181 4,454
Selling, General and Administrative Expenses 9,574 7,321
Income (Loss) from Operations 685 (917)
Interest Expense 127 111
Other Income (15) (17)
Income (Loss) Before Income Taxes 573 (1,011)
Tax Provision (Benefit) 228 (409)
NET INCOME (LOSS) $345 ($602)
BASIC AND DILUTED INCOME (LOSS) PER
COMMON SHARE $0.03 ($0.06)
WEIGHTED AVERAGE SHARES - BASIC 10,864 10,561
WEIGHTED AVERAGE SHARES AND COMMON SHARE
EQUIVALENTS - DILUTED 11,141 10,561
</table>
See notes to condensed consolidated financial statements.
LIFETIME HOAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<table>
<caption>
<s>
Three Months Ended
March 31,
<c> <c> <c>
2004 2003
OPERATING ACTIVITIES
Net income (loss) $345 ($602)
Adjustments to reconcile net income
(loss) to net cash provided by operating
activities:
Depreciation and amortization 952 844
Deferred income taxes (572) 412
Deferred rent and other long term liabilities 46 29
Provision for losses on accounts receivable 23 49
Reserve for sales returns and allowances 2,567 1,316
Changes in operating assets and liabilities:
Accounts receivable 6,808 5,098
Merchandise inventories 730 (1,430)
Prepaid expenses, other current assets
and other assets 214 (677)
Accounts payable and trade acceptances
and accrued expenses (4,522) 334
Accrued income taxes payable (2,479) (1,661)
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,112 3,712
INVESTING ACTIVITIES
Purchase of property and equipment (457) (305)
NET CASH USED IN INVESTING ACTIVITIES (457) (305)
FINANCING ACTIVITIES
Repayment of short-term borrowings (3,800) (2,700)
Cash dividends paid (678) (661)
Payment of capital lease obligations (32) -
Proceeds from the exercise of stock options 399 -
NET CASH USED IN FINANCING ACTIVITIES (4,111) (3,361)
(DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (456) 46
Cash and cash equivalents at beginning of
period 1,175 62
CASH AND CASH EQUIVALENTS AT END OF PERIOD $719 $108
</table>
See notes to condensed consolidated financial statements.
LIFETIME HOAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting
principles generally accepted in the United States for complete
financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2004 are not
necessarily indicative of the results that may be expected for
the year ending December 31, 2004. It is suggested that these
condensed consolidated financial statements be read in
conjunction with the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2003.
Note B - Inventories
Merchandise inventories, principally finished goods, are priced
at the lower of cost (first-in, first-out basis) or market
method.
Note C - Distribution Expenses
Distribution expenses primarily consist of freight-out,
warehousing expenses, and handling costs of products sold.
During 2003, these expenses also included relocation charges,
duplicate rent and other costs associated with the Company's move
into its Robbinsville, New Jersey warehouse, amounting to $0.4
million in the first quarter of 2003. No such relocations
charges were incurred during the first quarter of 2004.
Note D - Credit Facility
As of March 31, 2004, the Company had $1.1 million of letters of
credit and trade acceptances outstanding and $13.0 million of
borrowings under its $35 million three-year secured, reducing
revolving credit agreement (the "Agreement"), and as a result,
the availability under the Agreement was $20.9 million. Interest
rates on borrowings at March 31, 2004 ranged from 2.875% to
3.3125%. The Company's obligations under the Agreement are
secured by all assets of the Company. The credit facility
matures in November 2004.
Note E - Capital Stock and Stock Options
Cash Dividends: On January 30, 2004, the Board of Directors of
the Company declared a quarterly cash dividend of $0.0625 per
share to stockholders of record on February 6, 2004, paid on
February 20, 2004. On April 12, 2004, the Board of Directors
declared a regular quarterly cash dividend of $0.0625 per share
to stockholders of record on May 4, 2004, to be paid on May 20,
2004.
Earnings (Loss) Per Share: Basic earnings (loss) per share have
been computed by dividing net income (loss) by the weighted
average number of common shares outstanding of 10,864,000 for the
three months ended March 31, 2004 and 10,561,000 for the three
months ended March 31, 2003. Diluted earnings (loss) per share
have been computed by dividing net income (loss) by the weighted
average number of common shares outstanding, including the
dilutive effects of stock options, of 11,141,000 for the three
months ended March 31, 2004 and 10,561,000 for the three months
ended March 31, 2003. The effects of outstanding stock options
on the weighted average number of common shares outstanding have
been excluded for purposes of determining diluted loss per share
for the 2003 period presented as their effects would be
antidilutive.
LIFETIME HOAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note E - Capital Stock and Stock Options (continued)
Accounting for Stock Option Plan: The Company has a stock option
plan, which is more fully described in the footnotes to the
financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003. The Company
accounts for options granted under the plan under the recognition
and measurement principles of APB Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations. No
stock-based employee compensation cost is reflected in net income
(loss), as all options granted under the plans had an exercise
price equal to the market values of the underlying common stock
on the date of grant. The following table illustrates the effect
on net income (loss) and net income (loss) per share if the
Company had applied the fair value recognition provisions of
Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation" to stock-based employee
compensation.
<table>
<caption>
<s>
Three Months Ended
March 31,
(in thousands, except per
share data)
<c> <c> <c>
2004 2003
Net income(loss), as reported $345 ($602)
Deduct: Total stock option
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects (32) (8)
Proforma net income (loss) $313 ($610)
Income (loss) per common share:
Basic and diluted - as reported $0.03 ($0.06)
Basic and diluted - proforma $0.03 ($0.06)
</table>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth income statement data of the
Company as a percentage of net sales for the periods indicated
below.
<table>
<caption>
<s>
Three Months Ended
March 31,
<c> <c> <c>
2004 2003
Net sales 100.0 % 100.0 %
Cost of sales 58.4 55.3
Distribution expenses 14.0 18.4
Selling, general and administrative
expenses 25.8 30.1
Income (loss) from operations 1.8 (3.8)
Interest expense 0.3 0.5
Other income 0.0 (0.1)
Income (loss) before income taxes 1.5 (4.2)
Tax provision (benefit) 0.6 (1.7)
Net income (loss) 0.9 % (2.5) %
</table>
Seasonality
Although the Company sells its products throughout the year, the
Company has traditionally had higher net sales during its third
and fourth quarters. Accordingly, operating results for the
three months ending March 31, 2004 are not necessarily indicative
of the results that may be expected for the year ending December
31, 2004.
Three Months Ended March 31, 2004
Compared to Three Months ended March 31, 2003
Net Sales
Net sales for the three months ended March 31, 2004 were $37.1
million, an increase of $12.9 million or 52.9% over the
comparable 2003 period. The increase in sales volume in the
first quarter was attributable primarily to higher sales of
KitchenAid branded products and, to a lesser extent, increased
shipments of Kamenstein pantryware products. Sales for the first
quarter of 2004 also included $1.5 million of sales of Gemco and
:USE products. The Gemco and :USE product lines were acquired in
the fourth quarter of 2003. The Outlet Stores also had increased
sales, primarily as a result of the Company being responsible for
70% of the space in each store in the first quarter of 2004 as
compared to 50% of the space in each store during the first
quarter of 2003.
Cost of Sales
Cost of sales for the three months ended March 31, 2004 was $21.7
million, an increase of $8.3 million or 61.5% from the comparable
2003 period. Cost of sales as a percentage of net sales increased
to 58.4% from 55.3%, primarily as a result of higher sales of
KitchenAid branded products which generate lower margins due to
the added costs of royalties and higher sales of Kamenstein and
Gemco products which generate lower gross profit margins than the
Company's other major product categories.
Distribution Expenses
Distribution expenses for the three months ended March 31, 2004
were $5.2 million, an increase of $0.7 million, or 16.0%, from
the comparable 2003 period. Excluding the expenses associated
with the move to the new Robbinsville, New Jersey warehouse,
which were $0.4 million in the first quarter of 2003,
distribution expenses increased by approximately $1.1 million in
the first quarter of 2004 and as a percentage of net sales, were
14.0% in the first quarter of 2004 as compared to 16.9% in 2003.
The higher expenses were primarily due to increased personnel and
freight-out costs related to the increased level of shipments.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months
ended March 31, 2004 were $9.6 million, an increase of 31.0%, or
$2.3. million, over the comparable 2003 period. As a percentage
of net sales, selling, general and administrative expenses for
the three months ended March 31, 2004 were 25.8%, as compared to
30.1% for the three months ended March 31, 2003. The increase in
selling, general and administrative expenses resulted primarily
from higher personnel costs in the Company's selling, marketing
and product development departments. The Outlet Stores also
contributed to the increase in selling, general and
administrative expenses, primarily as a result of the Company
being responsible for 70% of the expenses in each store in the
first quarter of 2004 as compared to 50% of the expenses in each
store during the first quarter of 2003.
Tax Provision (Benefit)
Income tax expense in the first quarter of 2004 was $0.2 million,
compared to an income tax benefit of $0.4 million in the
comparable 2003 quarter. The increase in income tax expense is
directly related to the increase in income before taxes from 2004
to 2003. Income taxes as a percentage of income before taxes
remained consistent from year-to-year at approximately 40%.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $35 million three-year secured, reducing
revolving credit facility under an agreement (the "Agreement")
with a group of banks. The credit facility has a maturity date
of November 8, 2004. Borrowings under the Agreement are secured
by all of the assets of the Company. Under the terms of the
Agreement, the Company is required to satisfy certain financial
covenants, including limitations on indebtedness and sale of
assets; a minimum fixed charge ratio; and net worth maintenance.
Borrowings under the Agreement have different interest rate
options that are based on an alternate base rate, LIBOR rate, or
the lender's cost of funds rate. As of March 31, 2004, the
Company had $1.1 million of letters of credit and trade
acceptances outstanding and $13.0 million of borrowings under the
Agreement and, as a result, the availability under the Agreement
was $20.9 million. Interest rates on borrowings at March 31,
2004 ranged from 2.875% to 3.3125%. Management is currently
evaluating alternative borrowing arrangements and other available
sources of financing to replace the Agreement upon its maturity
which include, but are not limited to, entering into a new credit
facility or term loan arrangement. The Company has had
preliminary meetings with its banks and believes that it will be
able to enter into a definitive multi-year credit facility on
terms no less favorable than its current agreement; however,
there can be no assurance that financing will be available in
amounts or on terms acceptable to the Company, if at all. Should
the Company not be able to obtain financing it could have a
material adverse impact on the Company's financial condition.
At March 31, 2004 the Company had cash and cash equivalents of
$0.7 million compared to $1.2 million at December 31, 2003.
On April 12, 2004, the Board of Directors declared a regular
quarterly cash dividend of $0.0625 per share to stockholders of
record on May 4, 2004, to be paid on May 20, 2004. The dividend
to be paid will be approximately $0.7 million.
The Company believes that its cash and cash equivalents,
internally generated funds and its existing credit arrangements
will be sufficient to finance its operations for at least the
next twelve months.
The results of operations of the Company for the periods
discussed have not been significantly affected by inflation or
foreign currency fluctuation. The Company negotiates all of its
purchase orders with its foreign manufacturers in United States
dollars. Thus, notwithstanding any fluctuation in foreign
currencies, the cost of the Company's purchase orders is
generally not subject to change after the time the order is
placed. However, the weakening of the United States dollar
against local currencies could lead certain manufacturers to
increase their United States dollar prices for products. The
Company believes it would be able to compensate for any such
price increase.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
Market risk represents the risk of loss that may impact the
consolidated financial position, results of operations or cash
flows of the Company. The Company is exposed to market risk
associated with changes in interest rates. The Company's line of
credit bears interest at variable rates. The Company is subject
to increases and decreases in interest expense on its variable
rate debt resulting from fluctuations in the interest rates of
such debt. There have been no changes in interest rates that
would have a material impact on the consolidated financial
position, results of operations or cash flows of the Company for
the three-month period ended March 31, 2004.
Item 4. Controls and Procedures
The Chief Executive Officer and the Chief Financial Officer of
the Company (its principal executive officer and principal
financial officer, respectively) have concluded, based on their
evaluation as of a date within 90 days prior to the date of the
filing of this Report on Form 10-Q, that the Company's controls
and procedures are effective to ensure that information required
to be disclosed by the Company in the reports filed by it under
the Securities and Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and include controls and
procedures designed to ensure that information required to be
disclosed by the Company in such reports is accumulated and
communicated to the Company's management, including the Chief
Executive Officer and Chief Financial Officer of the Company, as
appropriate to allow timely decisions regarding required
disclosure.
There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of such evaluation.
PART II - OTHER INFORMATION
Forward Looking Statements: This Quarterly Report on Form 10-Q
contains certain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including statements concerning the Company's
future products, results of operations and prospects. These
forward-looking statements involve risks and uncertainties,
including risks relating to general economic and business
conditions, including changes which could affect customer payment
practices or consumer spending; industry trends; the loss of
major customers; changes in demand for the Company's products;
the timing of orders received from customers; cost and
availability of raw materials; increases in costs relating to
manufacturing and transportation of products; dependence on
foreign sources of supply and foreign manufacturing; and the
seasonal nature of the business as detailed from time to time in
the Company's filings with the Securities and Exchange
Commission. Such statements are based on management's current
expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ
materially from those described in the forward-looking
statements.
Item 6. Exhibit(s) and Reports on Form 8-K.
(a)Exhibit(s) in the first quarter of 2004:
Exhibit 31.1 Certification by Jeffrey Siegel, Chief
Executive Officer, pursuant to Rule 13a-
14(a) or Rule 15d-14(a) of the Securities
and Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Exhibit 31.2 Certification by Robert McNally, Chief
Financial Officer, pursuant to Rule 13a-
14(a) or Rule 15d-14(a) of the Securities
and Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Exhibit 32 Certification by Jeffrey Siegel, Chief
Executive Officer, and Robert McNally,
Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002.
(b)Reports on Form 8-K in the first quarter of 2004:
On February 26, 2004, the Company filed a report on
Form 8-K announcing results of operations and financial
condition for its fourth quarter and year ended December
31, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Lifetime Hoan Corporation
May 14, 2004
/s/ Jeffrey Siegel
__________________________________
Jeffrey Siegel
Chief Executive Officer and President
(Principal Executive Officer)
May 14, 2004
/s/ Robert McNally
__________________________________
Robert McNally
Vice President - Finance and Treasurer
(Principal Financial and Accounting Officer)
Exhibit 31.1
CERTIFICATION
I, Jeffrey Siegel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lifetime
Hoan Corporation ("the registrant");
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report:
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a. designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c. disclosed in this report any change in the registrant's
internal controls over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially
affected or is reasonably likely to materially affect the
registrant's internal controls over financial reporting; and
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
controls over financial reporting, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls over financial reporting.
Date: May 14, 2004
__/s/ Jeffrey Siegel______________
Jeffrey Siegel
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Robert McNally, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lifetime
Hoan Corporation ("the registrant");
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report:
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a. designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c. disclosed in this report any change in the registrant's
internal controls over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially
affected or is reasonably likely to materially affect the
registrant's internal controls over financial reporting; and
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation of
internal controls over financial reporting, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls over financial reporting.
Date: May 14, 2004
___/s/ Robert McNally___________
Robert McNally
Vice President and Chief Financial Officer
EXHIBIT 32
Certification by Jeffrey Siegel, Chief Executive Officer, and
Robert McNally, Chief Financial Officer,
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
I, Jeffrey Siegel, Chief Executive Officer, and I, Robert
McNally, Chief Financial Officer, of Lifetime Hoan Corporation, a
Delaware corporation (the "Company"), each hereby certifies that:
(1) The Company's periodic report on Form 10-Q for the period
ended March 31, 2004 (the "Form 10-Q") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended; and
(2) The information contained in the Form 10-Q fairly presents,
in all material respects, the financial condition and results of
operations of the Company.
/s/ Jeffrey Siegel /s/ Robert McNally
Jeffrey Siegel Robert McNally
Chief Executive Officer Chief Financial Officer
Date: May 14, 2004 Date: May 14, 2004