What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 234 added, 139 removed, 690 unchanged (35% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 12,045 $ 2,929

Accounts receivable, less allowances of $ 13,861 at March 31, 2025 and $ 14,093 at December 31, 2024

Accounts receivable, less allowances of $ 15,005 at June 30, 2025 and $ 14,093 at December 31, 2024

89,554 156,743

1 unchanged sentence

Prepaid expenses and other current assets 12,138 11,488

Income taxes receivable 5,036 —

TOTAL CURRENT ASSETS 336,981 373,568

23 unchanged sentences

Common stock, $ 0.01 par value, shares authorized:

50,000,000 at March 31, 2025 and December 31, 2024;

50,000,000 at June 30, 2025 and December 31, 2024;

shares issued and outstanding:

22,414,005 at March 31, 2025 and 22,155,735 at December 31, 2024

22,657,435 at June 30, 2025 and 22,155,735 at December 31, 2024

Paid-in capital 282,252 280,566

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net sales $ 131,862 $ 141,666 $ 271,947 $ 283,908

3 unchanged sentences

Selling, general and administrative expenses 37,495 38,331 68,963 77,867

Income from operations

Goodwill impairment 33,237 — 33,237 —

(Loss) income from operations

( 37,207 ) 1,167 ( 36,108 ) 2,997

Interest expense ( 5,054 ) ( 5,157 ) ( 9,969 ) ( 10,771 )

1 unchanged sentence

( 220 ) ( 82 ) ( 747 ) ( 256 )

Loss on equity securities — ( 14,152 ) — ( 14,152 )

Loss before income taxes and equity in losses

1 unchanged sentence

Income tax benefit (provision)

2,782 57 2,924 ( 153 )

Equity in losses, net of taxes

— — — ( 2,092 )

$ ( 39,699 ) $ ( 18,167 ) $ ( 43,900 ) $ ( 24,427 )

BASIC LOSS PER COMMON SHARE

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Other comprehensive income, net of taxes:

$ ( 39,699 ) $ ( 18,167 ) $ ( 43,900 ) $ ( 24,427 )

Other comprehensive (loss) income, net of taxes:

Net change in translation adjustment 195 14,205 612 14,245

1 unchanged sentence

Effect of retirement benefit obligations 4 12 8 25

Other comprehensive income, net of taxes

Other comprehensive (loss) income, net of taxes

( 262 ) 14,239 30 14,493

Comprehensive loss

21 unchanged sentences

22,414 $ 224 $ 281,211 $ ( 37,736 ) $ ( 18,023 ) $ 225,676

— — — ( 39,699 ) — ( 39,699 )

Other comprehensive loss, net of taxes

— — — — ( 262 ) ( 262 )

Net issuance of restricted shares granted to employees and directors 243 3 ( 3 ) — — —

Stock compensation expense — — 1,044 — — 1,044

Dividends (1)

— — — ( 991 ) — ( 991 )

BALANCE AT JUNE 30, 2025

22,657 $ 227 $ 282,252 $ ( 78,426 ) $ ( 18,285 ) $ 185,768

Common stock Paid-in

16 unchanged sentences

22,073 $ 221 $ 277,496 $ ( 20,771 ) $ ( 33,245 ) $ 223,701

(1) Cash dividends declared per share of common stock were $ 0.0425 and $ 0.0425 in the three months ended March 31, 2025 and 2024, respectively.

— — — ( 18,167 ) — ( 18,167 )

Other comprehensive income, net of taxes

— — — — 14,239 14,239

Net issuance of restricted shares granted to employees and directors 92 1 ( 1 ) — — —

Stock compensation expense — — 1,044 — — 1,044

Shares effectively repurchased for required employee withholding taxes ( 7 ) — ( 55 ) — — ( 55 )

Dividends (1)

— — — ( 957 ) — ( 957 )

BALANCE AT JUNE 30, 2024

22,158 $ 222 $ 278,484 $ ( 39,895 ) $ ( 19,006 ) $ 219,805

(1) Cash dividends declared per share of common stock were $ 0.085 and $ 0.085 in the six months ended June 30, 2025 and 2024, respectively.

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands) (unaudited)

Three Months Ended

Six Months Ended

OPERATING ACTIVITIES

2 unchanged sentences

Depreciation and amortization 11,135 9,833

Goodwill impairment 33,237 —

Amortization of financing costs 1,390 1,471

2 unchanged sentences

( 1,134 ) ( 965 )

Provision for doubtful accounts

Provision (recovery) for doubtful accounts

1,408 ( 287 )

Deferred income taxes — 144

Stock compensation expense 2,106 1,844

Equity in losses, net of taxes

Loss on equity securities — 14,152

Changes in operating assets and liabilities

3 unchanged sentences

Accounts payable, accrued expenses and other liabilities ( 27,319 ) ( 3,213 )

Income taxes receivable ( 5,036 ) ( 3,546 )

Income taxes payable ( 869 ) ( 639 )

22 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

13 unchanged sentences

In the opinion of management, all adjustments, which consist of normal recurring accruals and non-recurring adjustments, considered necessary for a fair presentation have been included.

Certain immaterial amounts from the prior year have been reclassified to conform to the current year presentation.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The Company’s business and working capital needs are seasonal, with a majority of sales occurring in the third and fourth quarters.

1 unchanged sentence

In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period.

The increase in inventory levels at March 31, 2025 compared to December 31, 2024 was due to preemptive measures taken in anticipation of, and designed to mitigate, the impact of the tariffs that went into effective in April 2025.

The Company’s current estimates contemplate current and expected future conditions, as applicable;

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Distribution expenses

10 unchanged sentences

The sale of accounts receivable, under the Receivables Purchase Agreement with HSBC, is excluded from the Company’s unaudited condensed consolidated balance sheets at the time of sale and the related sale expense is included in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations.

The Company did not sell receivables to HSBC during the three months ended March 31, 2025 and March 31, 2024.

At March 31, 2025, $ 16.0 million of accounts receivables were available for sale to HSBC, net of applicable charges.

The Company did not sell receivables to HSBC during the three and six months ended June 30, 2025 and June 30, 2024.

At June 30, 2025, $ 19.2 million of accounts receivables were available for sale to HSBC, net of applicable charges.

Inventory consists principally of finished goods sourced from third-party suppliers.

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Fair value of financial instruments

16 unchanged sentences

reporting unit exceeded the carrying value of goodwill by 5 %.

In the second quarter of 2025, the Company observed a sustained decline in the market valuation of the Company's common stock.

Additionally, the Company's near term forecasts for the U.S.

reporting unit were revised downward due to changes in retailer and consumer buying patterns, which were impacted by the recent changes in the U.S tariff policies.

Based on these factors the Company concluded that impairment indicators for the U.S.

reporting unit were present in the second quarter.

The Company performed an interim impairment test of the goodwill in the U.S.

reporting unit by comparing its fair value with its carrying value.

The analysis was performed by using a discounted cash flow and market multiple method.

Accordingly, this fair value measurement is classified as Level 3 since it is based primarily on unobservable inputs.

Based upon the analysis per formed, the Company's U.S.

reporting unit goodwill was fully impaired and a $ 33.2 million non-cash goodwill impairment charge was recognized in the second quarter of 2025.

The goodwill impairment charge was the result of the decline in the Company's near term forecasts that were revised downward due to the changes in retailer and consumer buying patterns and an increase to the company-specific risk premium, which is an input to the cost of capital assumption, to address the potential risks in the long-term forecast which remain uncertain at this time.

As of June 30, 2025, the carrying value of the Company's total goodwill has been reduced to zero .

The significant assumptions used under the income approach, or discounted cash flow method, are projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”), and the cost of capital.

Projected net sales and projected EBITDA were determined to be significant assumptions because they are the 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.

Cost of capital was also determined to be a significant assumption as it is

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

the discount rate used to calculate the current fair value of those projected cash flows.

The calculation of cost of capital includes a number of subjective inputs, including a company-specific risk premium to capture the perceived risks associated with the reporting unit’s projected cash flows used in the discounted cash flow method.

1 unchanged sentence

From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit.

Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results.

In addition, sustained declines in the Company’s stock price and related market capitalization could impact key assumptions in the overall estimated fair values of its reporting units and could result in non-cash impairment charges that could be material to the Company’s consolidated balance sheet or results of operations.

Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, an impairment charge will be recorded to reduce the reporting unit to fair value.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

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.

2 unchanged sentences

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.

The Company purchases almost all of its product from third-party manufacturers outside the U.S., primarily in China.

This concentration in suppliers exposes the Company to risks associated with doing business globally, including risks relating to the tariffs recently implemented and that may be implemented in the future.

As of April 9, 2025, the U.S.

has imposed an aggregate 145% tariff on imports from China.

Other recent tariff policy updates that went into effect in April 2025 include a 10% universal tariff for all countries and reciprocal tariffs for specific countries, which have been paused for 90 days.

As the Company sources almost all of its products from suppliers located outside the United States, primarily in China, any new or increased tariffs, quotas, embargoes, or other trade barriers could impact our supply chain and cost structure.

Additionally, retaliatory measures by affected countries, could further disrupt operations or reduce our competitiveness in international markets.

The Company continues to monitor these changing tariffs and trade restrictions.

The Company is developing a plan to mitigate the impact of the increase price of goods imported by the Company into the U.S.

The Company may seek to increase prices to its customers, negotiate product costs with its suppliers and further diversify its imports to countries that are expected to be subject to lower tariffs.

To the extent the tariffs remain in place and the Company cannot mitigate the impact of the increase on the price of goods imported by the Company into the U.S., it may result in lower gross margin that the Company realizes from the sale of its products which could materially adversely affect the Company’s results of operations and financial condition and result in an impairment of our long-lived assets, including goodwill within the U.S.

segment reporting unit.

The Company performed a recoverability test for long-lived assets, including intangible assets with finite lives, within the U.S.

asset group as of June 30, 2025, and concluded that no impairment existed as total estimated future undiscounted cash flows expected to be generated by the asset group exceeded the asset group's carrying amount.

See NOTE 5 — INTANGIBLE ASSETS to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

13 unchanged sentences

The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

New accounting pronouncements

5 unchanged sentences

Early adoption is permitted.

The new guidance is effective for public business entities for annual periods beginning after December 15, 2024 on a prospective basis.

The new guidance is effective for public business entities for

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

annual periods beginning after December 15, 2024 on a prospective basis.

Retrospective application is permitted.

13 unchanged sentences

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 $ 0.7 million and $ 0.6 million for the three months ended March 31, 2025 and 2024, respectively.

Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $ 0.8 million and $ 1.4 million, respectively, for the three and six months ended June 30, 2025 and $ 0.6 million and $ 1.2 million, respectively, for the three and six months ended June 30, 2024.

Net sales exclude taxes that are collected from customers and remitted to the taxing authorities.

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended

June 30, 2025

The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Kitchenware $ 82,549 $ 80,787 $ 162,070 $ 164,317

10 unchanged sentences

The Company has operating leases for corporate offices, distribution facilities, a manufacturing plant, and certain vehicles.

The components of lease expense for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

The components of lease expense for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended

Six Months Ended

2025 2024 2025 2024

Operating lease expenses (1) :

3 unchanged sentences

(1) Expenses are recorded within distribution expenses and selling, general and administrative expenses on the unaudited condensed consolidated statement of operations.

Supplemental cash flow information for lease related liabilities and assets for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended

Supplemental cash flow information for lease related liabilities and assets for the six months ended June 30, 2025 and 2024 were as follows (in thousands):

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases $ 9,710 $ 9,493

Three Months Ended

Six Months Ended

Right-of-use assets obtained in exchange for lease obligations:

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

The aggregate future lease payments for operating leases as of March 31, 2025 were as follows (in thousands):

2025 (excluding the three months ended March 31, 2025)

June 30, 2025

The aggregate future lease payments for operating leases as of June 30, 2025 were as follows (in thousands):

2025 (excluding the six months ended June 30, 2025)

Thereafter 9,385

3 unchanged sentences

Average lease terms and discount rates were as follows:

March 31, 2025

June 30, 2025

Operating leases:

8 unchanged sentences

NOTE 4 — INVESTMENT

As of March 31, 2025, the Company has a 24.7 % interest in Grupo Vasconia S.A.B.

As of June 30, 2025, the Company has a 24.7 % interest in Grupo Vasconia S.A.B.

(“Vasconia”), an integrated manufacturer of aluminum products and a housewares company in Mexico.

5 unchanged sentences

Investments — Equity Securities , with any changes in fair value recorded within income (loss) on equity securities on the consolidated statements of operations.

The fair value of the Vasconia investment was not material as of March 31, 2025.

The fair value of the Vasconia investment was not material as of June 30, 2025.

Given Vasconia's limited trading activity, recent operating results of Vasconia and impact of the bankruptcy related activity, the fair value of the Vasconia investment was measured using the income approach based on Level 3 unobservable inputs.

Prior to accounting for the investment in Vasconia at fair value, equity in losses, net of taxes recognized for the three months ended March 31, 2024 was $ 2.1 million.

Prior to accounting for the investment in Vasconia at fair value, equity in losses, net of taxes recognized for the six months ended June 30, 2024 was $ 2.1 million.

On March 13, 2025, the Company and Vasconia entered into Amendment No.

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 5 — INTANGIBLE ASSETS

Intangible assets consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

Gross Accumulated

Intangible assets consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Gross Impairment Accumulated

Amortization Net Gross Accumulated

7 unchanged sentences

Total $ 302,806 $ ( 33,237 ) $ ( 127,912 ) $ 141,657 $ 302,568 $ ( 119,041 ) $ 183,527

(1) The gross and net value at March 31, 2025 and December 31, 2024 reflect a reduction of $ 79.8 million impairment charges within U.S.

(1) The net value at June 30, 2025 reflects a reduction of $ 113.0 million impairment charges within U.S.

segment and $ 11.9 million impairment charges within International segment.

The gross and net value at December 31, 2024 reflect a reduction of $ 79.8 million impairment charges within U.S.

segment and $ 11.9 million impairment charges within International segment.

Goodwill impairment test

In the second quarter of 2025, the Company observed a sustained decline in the market valuation of the Company's common stock.

Additionally, the Company's near term forecasts for the U.S.

reporting unit were revised downward due to changes in retailer and consumer buying patterns, which were impacted by the recent changes in the U.S tariff policies.

Based on these factors the Company concluded that impairment indicators for the U.S.

reporting unit were present in the second quarter.

The Company performed an interim impairment test of the goodwill in the U.S.

reporting unit by comparing its fair value with its carrying value.

The analysis was performed by using a discounted cash flow and market multiple method.

Accordingly, this fair value measurement is classified as Level 3 since it is based primarily on unobservable inputs.

Based upon the analysis per formed, the Company's U.S.

reporting unit goodwill was fully impaired and a $ 33.2 million non-cash goodwill impairment charge was recognized in the second quarter of 2025.

As of June 30, 2025, the carrying value of the Company's total goodwill has been reduced to zero .

NOTE 6 — DEBT

8 unchanged sentences

The percentage applied to the Company’s Excess Cash Flow is based on the Company’s Total Net Leverage Ratio (as defined in the Debt Agreements).

When an Excess Cash Flow payment is required, each lender has the option to decline a portion or all of the prepayment amount payable to it.

When an Excess Cash Flow payment is required, each lender has the option to decline a portion or all of the

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

prepayment amount payable to it.

Per the Term Loan, when the Company makes an Excess Cash Flow prepayment, the payment is first applied to satisfy the next eight (8) scheduled future quarterly required payments of the Term Loan in order of maturity and then to the remaining scheduled installments on a pro rata basis.

2 unchanged sentences

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 on a pro forma basis pursuant to the Term Loan, after giving effect to such increase, is no greater than 3.25 to 1.00, subject to certain limitations and for the period defined pursuant to the Term Loan but not to mature earlier than the maturity date of the then existing term loans.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

As of March 31, 2025 and December 31, 2024, the total availability under the ABL Agreement were as follows (in thousands):

March 31, 2025

As of June 30, 2025 and December 31, 2024, the total availability under the ABL Agreement were as follows (in thousands):

June 30, 2025

December 31, 2024

8 unchanged sentences

The Company’s borrowing capacity may be further limited by the Term Loan financial covenant of 5.00 to 1.00 maximum Total Net Leverage Ratio.

As of March 31, 2025, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $ 63.2 million.

As of June 30, 2025, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $ 65.7 million.

The current and non-current portions of the Company’s Term Loan included in the condensed consolidated balance sheets were as follows (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current portion of Term Loan:

6 unchanged sentences

Total Non-current portion of Term Loan $ 128,456 $ 130,949

The 2024 excess cash flow payment of $ 1.2 million was paid on April 4, 2025 and reduces the scheduled quarterly payment due on June 30, 2025.

As of March 31, 2025, the Company estimates no excess cash flow payment will be due for 2025.

The 2024 excess cash flow payment of $ 1.2 million was paid on April 4, 2025 and reduced the scheduled quarterly payment due on June 30, 2025.

As of June 30, 2025, the Company estimates no excess cash flow payment will be due for 2025.

The Company’s payment obligations under its Debt Agreements are unconditionally guaranteed by its existing and future U.S.

2 unchanged sentences

The obligations of the foreign subsidiary borrowers under the ABL Agreement are secured by security interests in substantially all of the assets of, and stock in, such foreign subsidiary borrowers, subject to certain limitations.

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 security interests in substantially all of the assets and stock (but in the case of foreign subsidiaries, limited to 65 % of the capital stock in first-tier foreign subsidiaries and not including the stock of subsidiaries of such first-tier foreign subsidiaries) owned by the Company and the U.S.

subsidiary guarantors, subject to certain exceptions.

Such security interests consist of (1) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and certain of its 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 certain of its 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.

The obligations of the Company under the Debt Agreements and any

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

hedging arrangements and cash management services and the guarantees by its domestic subsidiaries in respect of those obligations are secured by security interests in 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.

Borrowings under the revolving credit facility bear interest, at the Company’s option, at one of the following rates:

3 unchanged sentences

In addition, the Company pays a commitment fee of 0.20 % to 0.25 % per annum based on the average daily unused portion of the aggregate commitment under the ABL Agreement.

The interest rate on outstanding borrowings under the ABL Agreement at March 31, 2025 was between 3.79 % and 5.86 %.

The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the three months ended March 31, 2025.

The interest rate on outstanding borrowings under the ABL Agreement at June 30, 2025 was between 3.30 % and 5.79 %.

The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the six months ended June 30, 2025.

The Term Loan 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 (x) the prime rate, (y) a federal funds and overnight bank funding based rate plus 0.5 % or (z) one-month Adjusted Term SOFR, but not less than 1.0 %, plus 1.0 %, plus a margin of 4.5 % or (ii) Adjusted Term SOFR (Term SOFR plus the Term SOFR Adjustment) for the applicable interest period, but not less than 1.0 %, plus a margin of 5.5 %.

The interest rate on outstanding borrowings under the Term Loan at March 31, 2025 was 9.94 %.

The interest rate on outstanding borrowings under the Term Loan at June 30, 2025 was 9.93 %.

The Debt Agreements provide for customary restrictions and events of default.

2 unchanged sentences

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 availability under the ABL Agreement is less than the greater of $ 20.0 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 $ 20.0 million and 10 % of the aggregate commitment under the ABL Agreement for 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 March 31, 2025.

The Company was in compliance with the covenants of the Debt Agreements at June 30, 2025.

The Company expects that it will continue to borrow, subject to availability, and repay funds under the ABL Agreement based on working capital and other corporate needs .

3 unchanged sentences

The Company classifies cash flows from its derivative transactions as cash flows from operating activities in the consolidated statements of cash flows.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

The Company’s derivatives expose it to credit risks from possible non-performance by counterparties.

4 unchanged sentences

The Company does not anticipate non-performance by any of its counterparties.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Interest Rate Swap Agreements

3 unchanged sentences

These non-designated interest rate swaps serve 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 Company’s total outstanding notional value of interest rate swaps was $ 50.0 million at March 31, 2025.

The Company’s total outstanding notional value of interest rate swaps was $ 50.0 million at June 30, 2025.

Foreign Exchange Contracts

2 unchanged sentences

The Company purchases foreign currency forward contracts with terms less than 18 months.

The aggregate gross notional value of foreign exchange contracts at March 31, 2025 was $ 9.3 million.

The aggregate gross notional value of foreign exchange contracts at June 30, 2025 was $ 6.1 million.

The fair values of the Company’s derivative financial instruments included in the condensed consolidated balance sheets are presented as follows (in thousands):

Derivatives designated as hedging instruments Balance Sheet Location March 31, 2025 December 31, 2024

Derivatives designated as hedging instruments Balance Sheet Location June 30, 2025 December 31, 2024

Foreign exchange contracts Prepaid expenses and other current assets $ — $ 256

Accrued expenses 385 —

Derivatives not designated as hedging instruments Balance Sheet Location March 31, 2025 December 31, 2024

Derivatives not designated as hedging instruments Balance Sheet Location June 30, 2025 December 31, 2024

Interest rate swaps

3 unchanged sentences

The fair values of the foreign exchange contracts were based on Level 2 observable inputs using quoted market prices for similar assets in an active market.

The amounts of gains and losses, realized and unrealized, related to the Company’s derivative financial instruments designated as hedging instruments are recognized in other comprehensive income, net of taxes, as follows (in thousands):

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

Three Months Ended

June 30, Six Months Ended

Derivatives designated as hedging instruments 2025 2024 2025 2024

Foreign exchange contracts $ ( 461 ) $ 22 $ ( 590 ) $ 223

Realized gains and losses on foreign exchange contracts that are reported in other comprehensive income are reclassified into cost of sales as the underlying inventory purchased is sold.

During the three months ended March 31, 2025 and 2024, the Company reclassified $ 0.1 million of cash flow hedges in accumulated other comprehensive losses to earnings, related to foreign exchange contracts recognized in cost of sales.

At March 31, 2025, the estimated amount of existing net gains expected to be reclassified into earnings within the next 12 months was below $ 0.1 million.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Realized gains and losses on foreign exchange contracts that are reported in other comprehensive (loss) income are reclassified into cost of sales as the underlying inventory purchased is sold.

During the three and six months ended June 30, 2025, the Company reclassified $ 0.02 million and $ 0.1 million, respectively, of cash flow hedges in accumulated other comprehensive losses to earnings, related to foreign exchange contracts recognized in cost of sales.

At June 30, 2025, the estimated amount of existing net losses expected to be reclassified into earnings within the next 12 months was $ 0.4 million.

During the three and six months ended June 30, 2024, the Company reclassified $ 0.02 million and $ 0.2 million, respectively, of cash flow hedges in accumulated other comprehensive losses to earnings, related to foreign exchange contracts recognized in cost of sales.

Interest and mark to market losses related to the Company’s derivative financial instruments not designated as hedging instruments that were recognized in earnings are as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

Derivatives not designated as hedging instruments Location of gain (loss) 2025 2024 2025 2024

4 unchanged sentences

NOTE 8 — STOCK COMPENSATION

As of March 31, 2025, there were 1,142,889 shares available for the grant of awards under the Company’s Amended and Restated 2000 Long Term Incentive Plan (“Plan”), assuming maximum performance of performance-based awards.

As of June 30, 2025, there were 908,049 shares available for the grant of awards under the Company’s Amended and Restated 2000 Long Term Incentive Plan (“Plan”), assuming maximum performance of performance-based awards.

Option Awards

A summary of the Company’s stock option activity and related information for the three months ended March 31, 2025 is as follows:

A summary of the Company’s stock option activity and related information for the six months ended June 30, 2025 is as follows:

Options Weighted-

5 unchanged sentences

Grants 44,500 5.13

Options outstanding, March 31, 2025 (1)

Options outstanding, June 30, 2025 (1)

827,000 11.07 4.5 $ —

Options exercisable, March 31, 2025

Options exercisable, June 30, 2025

700,000 $ 11.73 3.7 $ —

2 unchanged sentences

(1) Includes a non-plan stock option award of 15,000 stock options granted in 2024.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had all option holders exercised their exercisable in-the-money stock options on March 31, 2025.

The intrinsic value is calculated for each in-the-money stock option as the difference between the closing price of the Company’s common stock on March 31, 2025 and the exercise price.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

The intrinsic value is calculated for each in-the-money stock option as the difference between the closing price of the Company’s common stock on June 30, 2025 and the exercise price.

Restricted Stock

A summary of the Company’s restricted stock activity and related information for the three months ended March 31, 2025 is as follows:

A summary of the Company’s restricted stock activity and related information for the six months ended June 30, 2025 is as follows:

Shares Weighted-

4 unchanged sentences

Vested ( 286,320 ) 9.96

Non-vested restricted shares, March 31, 2025

( 6,751 ) 7.91

Non-vested restricted shares, June 30, 2025

889,153 $ 6.07

Total unrecognized compensation expense remaining (in thousands) $ 4,776

Weighted-average years expected to be recognized over 1.7

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

The total fair value of restricted stock that vested during the three months ended March 31, 2025 was $ 1.0 million.

The total fair value of restricted stock that vested during the six months ended June 30, 2025 was $ 1.3 million.

Performance shares

2 unchanged sentences

The shares are subject to the terms and conditions of the Company’s Plan.

A summary of the Company’s performance-based award activity and related information for the three months ended March 31, 2025 is as follows:

A summary of the Company’s performance-based award activity and related information for the six months ended June 30, 2025 is as follows:

average grant

4 unchanged sentences

( 128,796 ) 11.96

Non-vested performance-based awards, March 31, 2025

Non-vested performance-based awards, June 30, 2025

732,172 $ 6.70

7 unchanged sentences

The cash-settled performance-based awards are subject to the terms and conditions of the Company’s Plan.

A summary of the Company’s cash-settled performance-based awards activity and related information for the three months ended March 31, 2025 is as follows:

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

A summary of the Company’s cash-settled performance-based awards activity and related information for the six months ended June 30, 2025 is as follows:

Cash-settled performance-based awards (1)

3 unchanged sentences

( 82,176 ) 5.91

Non-vested cash-settled performance-based awards, March 31, 2025

Non-vested cash-settled performance-based awards, June 30, 2025

Total unrecognized compensation expense remaining (in thousands) $ —

2 unchanged sentences

(2) Includes the forfeiture of performance-based awards granted in 2022 as the performance metric was not attained.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

The Company recorded stock compensation expense as follows (in thousands):

Three Months Ended

Six Months Ended

Stock Compensation Expense Components 2025 2024 2025 2024

8 unchanged sentences

Anti-dilutive securities are not included in the computation of diluted earnings per share under the treasury stock method.

The calculations of basic and diluted loss per common share for the three months ended March 31, 2025 and 2024 are as follows:

The calculations of basic and diluted loss per common share for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands, except per share amounts)

10 unchanged sentences

Antidilutive Securities (1)

1,583 1,507 1,500 1,556

(1) Stock options and other stock awards that have been excluded from the denominator as their inclusion would have been anti-dilutive.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 10— INCOME TAXES

Income tax benefit of $ 0.1 million and provision of $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively, represent taxes on both U.S.

Income tax benefit of $ 2.8 million and $ 2.9 million for the three and six months ended June 30, 2025, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax benefit rate of 6.5 % and 6.2 %, respectively.

The effective tax rate for the three months and six months ended June 30, 2025 differs from the federal statutory income tax rate of 21.0% primarily due to a partial valuation allowance on U.S.

deferred tax assets that are not more likely than not to be realized as a result of the goodwill impairment in the current quarter.

Income tax benefit of $ 0.1 million and income tax provision of $ 0.2 million for the three and six months ended June 30, 2024, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax benefit rate of 0.3 % and provision rate of ( 0.7 )%, respectively.

The negative rate for the three months ended March 31, 2024 reflects tax expense on a pretax financial reporting loss.

The effective tax rate for the three months ended March 31, 2025 differs from the federal statutory income tax rate of 21.0 % primarily due to foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

The effective tax rate for the three months ended March 31, 2024 differs from the federal statutory income tax rate of 21.0 % primarily due to the expiration of non-qualified stock options and the vesting of equity-based awards, where the book expense exceeded the tax deduction upon vesting, and foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

The effective tax rate for the three months ended June 30, 2024 differs from the federal statutory income tax rate of 21.0% primarily due to the expiration of non-qualified stock options and the vesting of equity-based awards, where the book expense exceeded the tax deduction upon vesting, and foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

The negative rate for the six months ended June 30, 2024 reflects tax expense on a pretax financial reporting loss.

The effective tax rate for the six months ended June 30, 2024 differs from the federal statutory income tax rate of 21.0% primarily due to foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

The Company has identified the following jurisdictions as “major” tax jurisdictions:

1 unchanged sentence

The Company evaluates its tax positions on a quarterly basis and revises its estimates accordingly.

There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three-month periods ended March 31, 2025 and March 31, 2024.

There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three-month periods ended June 30, 2025 and June 30, 2024.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S.

The OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain expiring provisions under the Tax Cuts and Job Acts (both domestic and international).

The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 11 – BUSINESS SEGMENTS

6 unchanged sentences

The Company has segmented its operations to reflect the manner in which the CODM reviews and evaluates the results of its operations.

The CODM allocates operating and capital resources and evaluates the performance of the Company’s segments based on segment net sales, segment gross margin, and segment income from operations.

The CODM allocates operating and capital resources and evaluates the performance of the Company’s segments based on segment net sales, segment gross margin, and segment (loss) income from operations.

Such measures give recognition to specifically identifiable operating costs.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Segment Performance Measures:

7 unchanged sentences

Total gross margin $ 50,839 $ 54,550 $ 101,476 $ 112,097

Income from operations

(Loss) income from operations

$ ( 29,620 ) $ 9,189 $ ( 27,722 ) $ 18,631

International ( 3,328 ) ( 2,932 ) ( 6,280 ) ( 6,021 )

Unallocated corporate income (expenses) (1)

Unallocated corporate expenses (1)

( 4,259 ) ( 5,090 ) ( 2,106 ) ( 9,613 )

Income from operations

(Loss) income from operations

$ ( 37,207 ) $ 1,167 $ ( 36,108 ) $ 2,997

(1) Unallocated corporate income for the three months ended March 31, 2025 included a net legal settlement gain of $ 6.4 million.

(1) Unallocated corporate expenses for the six months ended June 30, 2025 included a net legal settlement gain of $ 6.4 million.

Details see NOTE 12 — CONTINGENCIES

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Supplemental information for significant segment expenses:

15 unchanged sentences

International 3,654 3,820 7,400 7,996

Unallocated corporate (income) expenses (1)

Unallocated corporate expenses (1)

4,259 5,090 2,106 9,613

Total selling, general and administrative expenses $ 37,495 $ 38,331 $ 68,963 $ 77,867

(1) Unallocated corporate income for the three months ended March 31, 2025 included a net legal settlement gain of $ 6.4 million.

Goodwill impairment:

$ 33,237 $ — $ 33,237 $ —

(1) Unallocated corporate expenses for the six months ended June 30, 2025 included a net legal settlement gain of $ 6.4 million.

Details see NOTE 12 — CONTINGENCIES

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

7 unchanged sentences

Total capital expenditures $ 1,173 $ 498 $ 2,746 $ 1,098

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

2025 December 31,

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 12 — CONTINGENCIES

39 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

to Enter the Decree, and the court entered the Decree into order on December 14, 2023, thereby effectuating the Decree.

4 unchanged sentences

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.

As of March 31, 2025, the remaining liability is $ 5.4 million.

As of June 30, 2025, the remaining liability is $ 5.4 million.

Legal Settlement Gain

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 13 — OTHER

Cash dividends

Dividends declared in the three months ended March 31, 2025 were as follows:

Dividends declared in the six months ended June 30, 2025 were as follows:

Dividend per share Date declared Date of record Payment date

$ 0.0425 3/11/2025 5/1/2025 5/15/2025

During the three months ended March 31, 2025, the Company paid dividends of $ 1.0 million.

This included payments made on February 14, 2025 of $ 0.9 million to stockholders of record on January 31, 2025 and payments of $ 0.1 million for dividends payable upon the vesting of restricted shares.

In the three months ended March 31, 2025, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on May 15, 2025.

$ 0.0425 6/18/2025 8/1/2025 8/15/2025

During the six months ended June 30, 2025, the Company paid dividends of $ 1.9 million.

This included payments made on February 14, 2025 and May 15, 2025 of $ 0.9 million and $ 0.9 million to stockholders of record on January 31, 2025 and May 1, 2025, and payments of $ 0.1 million for dividends payable upon the vesting of restricted shares.

In the three months ended June 30, 2025, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on August 15, 2025.

On August 5, 2025, the Board declared a quarterly dividend of 0.0425 per share of common stock payable on November 14, 2025 to stockholders of record on October 31, 2025.

Stock repurchase program

1 unchanged sentence

The repurchase authorization permits the Company to effect repurchases from time to time through open market purchases and privately negotiated transactions.

No shares were repurchased during the three months ended March 31, 2025.

As of March 31, 2025, the remaining dollar amount available for repurchases under the Board of Directors’ authorized plan was $ 11.1 million.

No shares were repurchased during the six months ended June 30, 2025.

As of June 30, 2025, the remaining dollar amount available for repurchases under the Board of Directors’ authorized plan was $ 11.1 million.

Supplemental cash flow information

Three Months Ended

Six Months Ended

(in thousands)

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Components of accumulated other comprehensive loss, net

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

2 unchanged sentences

Translation adjustment during period 195 53 612 93

Amounts reclassified from accumulated other comprehensive loss (1)

— 14,152 — 14,152

Net change in translation adjustment 195 14,205 612 14,245

Balance at end of period $ ( 17,772 ) $ ( 18,369 ) $ ( 17,772 ) $ ( 18,369 )

Accumulated deferred gains on cash flow hedges:

Accumulated deferred (losses) gains on cash flow hedges:

Balance at beginning of period $ 118 $ 67 $ 247 $ ( 134 )

Change in unrealized (losses) gains

( 483 ) 2 ( 675 ) 72

Amounts reclassified from accumulated other comprehensive loss:

1 unchanged sentence

Net change in cash flow hedges, net of taxes of $ 0 , $ 0 , $ 0 , $ 0

( 461 ) 22 ( 590 ) 223

Balance at end of period $ ( 343 ) $ 89 $ ( 343 ) $ 89

6 unchanged sentences

$ ( 18,285 ) $ ( 19,006 ) $ ( 18,285 ) $ ( 19,006 )

(1) Amounts reclassified to the Vasconia investment carrying value as a result of the discontinuation of the equity method investment of accounting and recognized as a loss on equity securities in the unaudited condensed consolidated statements of operations, to reduce the Vasconia investment to its fair value.

(2) Amounts reclassified are recorded in cost of sales on the unaudited condensed consolidated statement of operations.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements