Lifetime Brands, Inc. · NASDAQ:LCUT
Lifetime Brands — Merger or Acquisition (December 2017)
26 slides from Lifetime Brands's merger presentation, Dec 22, 2017
Slide 1: Creating a Premier Housewares Platform
253 186 45 58 174 118 55 84 168 246 100 56 CREATING A PREMIER HOUSEWARES PLATFORM
Slide 2: Important Information
IMPORTANT INFORMATION Forward-Looking Statements This presentation contains forward-looking statements, including the Company’s statements related to the proposed acquisition of Taylor and statements regarding expected benefits of the acquisition and the timing and financing thereof. Actual results
Slide 3: Presenters
PRESENTERS Jeffrey Siegel Chairman and Chief Executive Officer Robert B. Kay Chairman and Chief Executive Officer Laurence Winoker Chief Financial Officer
Slide 4: Agenda
AGENDA A Transformational Transaction Filament Brands Transaction Overview A Premier Housewares Platform Note: Dollar values in millions throughout unless otherwise noted, all figures assume current tax law
Slide 5: A Transformational Transaction
A TRANSFORMATIONAL TRANSACTION
Slide 6: Transformational definition
trans-for-ma-tion-al The act or an instance of transforming The state of being transformed A marked change for the better
Slide 7: Creating a Premier Housewares Platform
CREATING A PREMIER HOUSEWARES PLATFORM SCALE: Increased scale creates key advantages in today’s dynamic environment BRANDS: Adds three new leading brands into our portfolio PRODUCTS: Expansion into complementary product segments CUSTOMERS: Increased relevance at retail and partnerships in new channe
Slide 8: Scale: #1 North American Non-Electric Housewares Company
SCALE: #1 NORTH AMERICAN NON-ELECTRIC HOUSEWARES COMPANY Source: Euromonitor Retail Sales Data for North America CY2016 Housewares industry, including cooking utensils, dishes, tableware, cutlery, drinkware, and other small articles used in a home #1 #3
Slide 9: Our Leading Brands
OUR LEADING BRANDS © LifetimeBrands Filament FARBERWARE TAYLOR MIKASA ‘| SS “rabbit KitchenCraft © LifetimeBrands
Slide 10: Adds New Complementary Product Segments
ADDS NEW COMPLEMENTARY PRODUCT SEGMENTS Enhanced Kitchen Measurement #1 Wine & Bar #1 Commercial #1 Weather Measurement Kitchen Tools & Gadgets Bath Measurement #1 New Segment New Segment Enhanced Segment New Segment New Segment New Segment #1 (1) (1) Pro forma for transaction with Lifetime Brands
Slide 11: Increased Relevance with Customers
INCREASED RELEVANCE WITH CUSTOMERS Combined Revenue Relative to Lifetime Brands Key New Relationships 1.2x 11.1x 1.9x 1.6x 11.1x 1.7x 1.2x Direct-to-Consumer 1.2x 1.4x 2.0x 7.6x
Slide 12: Leading Housewares Consolidation Platform
LEADING HOUSEWARES CONSOLIDATION PLATFORM Proven Integration Capabilities and Repeatable M&A Strategy 2013 2014 2017 2014 2016 2016 2014 2012 2014 2014 2016 2012 2013 2017 14 transactions
Slide 13: Expanded Management Capabilities
EXPANDED MANAGEMENT CAPABILITIES Highly Experienced Filament Brands Team Robert B. Kay
Slide 14: Profitability: Enhanced Margins and Cash Flow
+30% PROFITABILITY: ENHANCED MARGINS AND CASH FLOW Milestone on the Road to Surpassing $100 million in EBITDA Net Sales EBITDA EBITDA Margin +2x +400 bps $770 $85+ 11% (1) (1) Meaningfully Accretive EPS Accretive Note: Represents pro forma estimated figures at close (1) Includes $8 million of estima
Slide 15: Filament Brands
FILAMENT BRANDS
Slide 16: Filament Brands Overview
FILAMENT BRANDS OVERVIEW Net Sales Profile Key Brands Net Sales: $178 million Note: Represents figures for PF LTM Q3 2017 Category Brands #1 Segment Position Weather Measurement/Travel Kitchen Tools & Gadgets Wine & Bar Kitchen Measurement Commercial Retail Direct Bath Measurement Kitchenware 36% Co
Slide 17: Iconic Brands and Robust Product Portfolio
ICONIC BRANDS AND ROBUST PRODUCT PORTFOLIO
Slide 18: Award Winning Innovation Engine
AWARD WINNING INNOVATION ENGINE Taylor Digital Scale 2017 RBT by Rabbit Wine Decanter 2016 Starbucks Hydration Chef’n Freshforce Citrus Press 2,000+ Reviews Red Dot Design Award Winner Strategic Partner and Exclusive Hydration Supplier
Slide 19: Transaction Overview
a TRANSACTION OVERVIEW
Slide 20: Key Transaction Highlights
KEY TRANSACTION HIGHLIGHTS Consideration(1) Value Creation Capital Structure Dividend Timing Aggregate purchase consideration of approximately $313 million Inclusive of synergies and the effect of the net present value of inherited tax attributes, represents a Pro Forma Adjusted EBITDA multiple of a
Slide 21: Key Governance Highlights
KEY GOVERNANCE HIGHLIGHTS Management Board of Directors Shareholder Considerations Jeffrey Siegel, currently Chairman and CEO of Lifetime Brands, will serve as Executive Chairman of Lifetime Brands Robert B. Kay, currently CEO of Filament Brands, shall become CEO of Lifetime Brands Lifetime Brands w
Slide 22: Commitment to Rapid Deleveraging
COMMITMENT TO RAPID DELEVERAGING Committed financing in place to execute transaction High levels of cash flow generation from the combined companies that exceed industry averages High Free Cash Flow conversion drives rapid deleveraging Expect to maintain Lifetime’s current dividend per share Expect
Slide 23: $8 Million of Identified Synergy Opportunities
$8 MILLION OF IDENTIFIED SYNERGY OPPORTUNITIES Supply Chain Sales & Marketing Overlapping G&A Consolidate warehouses and eliminate overlapping functions related to warehousing Rationalize footprint and workforce in China Utilize Lifetime’s in-house sales force to reduce costs Eliminate overlapping m
Slide 24: A Premier Housewares Platform
A PREMIER HOUSEWARES PLATFORM
Slide 25: Transaction Creates Critical Mass
TRANSACTION CREATES CRITICAL MASS Net Sales: $590 million $770 million EBITDA: $46 million $85+ million(1) Leading Brands: 5 8 Product Segments Served: 22 27 #1 Positions 5 9 Operational Efficiencies: Improving Enhanced Free Cash Flow: Strong Stronger Transaction Creates a Larger and More Diversifie
Slide 26: Closing Thoughts
CLOSING THOUGHTS Creates company of meaningful scale in the Housewares industry with critical mass across all channels including eCommerce Milestone significantly accelerates Lifetime’s strategic objective to surpass $100 million in EBITDA Creates premier platform to continue to drive consolidation
Lifetime Brands — Merger or Acquisition (December 2017) on 6ix