What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 231 added, 179 removed, 745 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 12,125 $ 2,929

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

Accounts receivable, less allowances of $ 15,636 at September 30, 2025 and $ 14,093 at December 31, 2024

127,827 156,743

27 unchanged sentences

Common stock, $ 0.01 par value, shares authorized:

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

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

shares issued and outstanding:

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

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

Paid-in capital 283,248 280,566

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Goodwill impairment — — 33,237 —

(Loss) income from operations

Restructuring expenses 304 — 304 —

Income (loss) from operations

6,693 8,613 ( 29,415 ) 11,610

3 unchanged sentences

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

Loss before income taxes and equity in losses

Income (loss) before income taxes and equity in losses

1,672 1,851 ( 45,152 ) ( 20,331 )

Income tax benefit (provision)

Income tax (provision) benefit

( 2,861 ) ( 1,507 ) 63 ( 1,660 )

1 unchanged sentence

— — — ( 2,092 )

NET (LOSS) INCOME

$ ( 1,189 ) $ 344 $ ( 45,089 ) $ ( 24,083 )

BASIC LOSS PER COMMON SHARE

BASIC (LOSS) INCOME PER COMMON SHARE

$ ( 0.05 ) $ 0.02 $ ( 2.08 ) $ ( 1.12 )

DILUTED LOSS PER COMMON SHARE

DILUTED (LOSS) INCOME PER COMMON SHARE

$ ( 0.05 ) $ 0.02 $ ( 2.08 ) $ ( 1.12 )

1 unchanged sentence

LIFETIME BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net (loss) income

$ ( 1,189 ) $ 344 $ ( 45,089 ) $ ( 24,083 )

Other comprehensive (loss) income, net of taxes:

Other comprehensive income, net of taxes:

Net change in translation adjustment ( 81 ) 872 531 15,117

1 unchanged sentence

Effect of retirement benefit obligations 5 13 13 38

Other comprehensive (loss) income, net of taxes

Other comprehensive income, net of taxes

65 682 95 15,175

Comprehensive loss

Comprehensive (loss) income

$ ( 1,124 ) $ 1,026 $ ( 44,994 ) $ ( 8,908 )

29 unchanged sentences

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

— — — ( 1,189 ) — ( 1,189 )

Other comprehensive income, net of taxes

— — — — 65 65

Stock compensation expense — — 996 — — 996

Dividends (1)

— — — ( 995 ) — ( 995 )

BALANCE AT SEPTEMBER 30, 2025

22,657 $ 227 $ 283,248 $ ( 80,610 ) $ ( 18,220 ) $ 184,645

Common stock Paid-in

26 unchanged sentences

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.

— — — 344 — 344

Other comprehensive income, net of taxes

— — — — 682 682

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

Stock compensation expense — — 1,046 — — 1,046

Dividends (1)

— — — ( 959 ) — ( 959 )

BALANCE AT SEPTEMBER 30, 2024

22,157 $ 222 $ 279,530 $ ( 40,510 ) $ ( 18,324 ) $ 220,918

(1) Cash dividends declared per share of common stock were $ 0.1275 and $ 0.1275 in the nine months ended September 30, 2025 and 2024, respectively.

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands) (unaudited)

Six Months Ended

Nine Months Ended

September 30,

OPERATING ACTIVITIES

$ ( 45,089 ) $ ( 24,083 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 16,533 16,241

1 unchanged sentence

Amortization of financing costs 2,077 2,195

Gain on disposition of fixed assets ( 94 ) —

Mark to market loss on interest rate derivatives

14 unchanged sentences

Income taxes payable ( 860 ) ( 663 )

NET CASH PROVIDED BY OPERATING ACTIVITIES

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

3,870 ( 1,737 )

1 unchanged sentence

Purchases of property and equipment ( 3,221 ) ( 1,604 )

Net proceeds from sale of property

NET CASH USED IN INVESTING ACTIVITIES

7 unchanged sentences

Cash dividends paid ( 2,858 ) ( 2,893 )

NET CASH USED IN FINANCING ACTIVITIES

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

8,283 ( 6,882 )

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

5 unchanged sentences

The Company sells its products directly to retailers (who may resell the Company’s products through their websites) and, to a lesser extent, to distributors.

The Company also sells a limited selection of its products directly to consumers through its own websites.

The Company also sells a selection of its products directly to consumers through its own websites.

Basis of presentation

7 unchanged sentences

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 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.

Operating results for the three and nine months ended September 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.

14 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 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 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.

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

At September 30, 2025, $ 13.6 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.

5 unchanged sentences

The components of inventory were as follows (in thousands):

September 30,

2025 December 31, 2024

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Fair value of financial instruments

18 unchanged sentences

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.

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.

reporting unit were present as of June 30, 2025.

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.

reporting unit as of June 30, 2025 by comparing its fair value with its carrying value.

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

1 unchanged sentence

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.

reporting unit goodwill was fully impaired and a $ 33.2 million non-cash goodwill impairment charge was recognized.

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 .

As of September 30, 2025, the Company's goodwill balance was 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

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 calculation of cost of capital includes

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.

September 30, 2025

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.

Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies.

4 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 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.

Restructuring Expenses

Restructuring costs are recognized at fair value when the related liability is incurred.

For severance and other employee-related costs, a liability is generally incurred on the date the restructuring plan is communicated to affected employees.

For the three and nine months ended September 30, 2025, the Company's International segment incurred $ 0.3 million of restructuring expenses related to severance associated with the reorganization of the International segment's workforce.

The reorganization is in connection with Project Concord and primarily affects the structure of the International segment's merchandising and sales workforce.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

New accounting pronouncements

5 unchanged sentences

Early adoption is permitted.

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.

The new guidance is effective for public business entities for 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 $ 0.8 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.

Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $ 1.1 million and $ 2.5 million, respectively, for the three and nine months ended September 30, 2025 and $ 0.9 million and $ 2.2 million, respectively, for the three and nine months ended September 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

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,

September 30, 2025

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, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

11 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 and six months ended June 30, 2025 and 2024 were as follows (in thousands):

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

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

2025 2024 2025 2024

4 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 six months ended June 30, 2025 and 2024 were as follows (in thousands):

Six Months Ended

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

Nine Months Ended

September 30,

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

Operating cash flows for operating leases $ 14,636 $ 14,280

Six Months Ended

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

Operating leases $ 754 $ 423

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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)

September 30, 2025

Nine Months Ended

September 30,

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

Operating leases $ 754 $ 479

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

2025 (excluding the nine months ended September 30, 2025)

Thereafter 9,234

3 unchanged sentences

Average lease terms and discount rates were as follows:

June 30, 2025

September 30, 2025

Operating leases:

8 unchanged sentences

NOTE 4 — INVESTMENT

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

As of September 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.

2 unchanged sentences

During the second quarter of 2024, Vasconia’s shareholders approved a resolution to a reorganization process in terms of the Law of Commercial Bankruptcy in Mexico and subsequently a bankruptcy suit was filed against Vasconia by one of its largest suppliers.

The Company concluded that the recent events constituted a loss of significant influence and resulted in the discontinuation of the equity method of accounting.

The Company concluded that the events constituted a loss of significant influence and resulted in the discontinuation of the equity method of accounting.

The Company accounts for its Vasconia investment at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 321:

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 June 30, 2025.

The fair value of the Vasconia investment was not material as of September 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 six months ended June 30, 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 nine months ended September 30, 2024 was $ 2.1 million.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

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

1 unchanged sentence

The Company did not have any designated members nominated to the Vasconia board of directors as of the date of the amendment.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

NOTE 5 — INTANGIBLE ASSETS

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Gross Impairment Accumulated

8 unchanged sentences

Total $ 302,751 $ ( 33,237 ) $ ( 132,243 ) $ 137,271 $ 302,568 $ ( 119,041 ) $ 183,527

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

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

segment and $ 11.9 million impairment charges within International segment.

4 unchanged sentences

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.

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.

reporting unit were present as of June 30, 2025.

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.

reporting unit as of June 30, 2025 by comparing its fair value with its carrying value.

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

1 unchanged sentence

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.

reporting unit goodwill was fully impaired and a $ 33.2 million non-cash goodwill impairment charge was recognized.

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

As of September 30, 2025, the Company's goodwill balance was zero .

NOTE 6 — DEBT

5 unchanged sentences

The Term Loan has a principal amount of $ 150.0 million, and matures on August 26, 2027.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The Term Loan requires the Company to make quarterly payments of principal each equal to 1.25 % of the aggregate principal amount of the Term Loan, which commenced on March 31, 2024, with the remaining balance payable on the maturity date.

1 unchanged sentence

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

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

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 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.

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

June 30, 2025

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

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

As of September 30, 2025, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $ 25.2 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current portion of Term Loan:

7 unchanged sentences

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.

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

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 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

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

5 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 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 interest rate on outstanding borrowings under the ABL Agreement at September 30, 2025 was between 3.27 % and 5.76 %.

The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the nine months ended September 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 June 30, 2025 was 9.93 %.

The interest rate on outstanding borrowings under the Term Loan at September 30, 2025 was 9.75 %.

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 June 30, 2025.

The Company was in compliance with the covenants of the Debt Agreements at September 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 .

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

NOTE 7 — DERIVATIVES

2 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.

9 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 June 30, 2025.

The Company’s total outstanding notional value of interest rate swaps was $ 50.0 million at September 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 June 30, 2025 was $ 6.1 million.

The aggregate gross notional value of foreign exchange contracts at September 30, 2025 was $ 3.4 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 June 30, 2025 December 31, 2024

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

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

Accrued expenses 132 —

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

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

Interest rate swaps

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

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 (loss) income, net of taxes, as follows (in thousands):

September 30, 2025

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Derivatives designated as hedging instruments 2025 2024 2025 2024

Foreign exchange contracts $ 141 $ ( 203 ) $ ( 449 ) $ 20

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.

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 and nine months ended September 30, 2025, the Company reclassified $ 0.03 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 September 30, 2025, the estimated amount of existing net losses expected to be reclassified into earnings within the next 12 months was $ 0.2 million.

During the three and nine months ended September 30, 2024, the Company reclassified $ 0.03 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

September 30, Nine Months Ended

September 30,

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

4 unchanged sentences

NOTE 8 — STOCK COMPENSATION

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.

As of September 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 six months ended June 30, 2025 is as follows:

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

Options Weighted-

5 unchanged sentences

Grants 44,500 5.13

Options outstanding, June 30, 2025 (1)

Options outstanding, September 30, 2025 (1)

827,000 11.07 4.3 $ —

Options exercisable, June 30, 2025

Options exercisable, September 30, 2025

700,000 $ 11.73 3.5 $ —

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

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 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.

September 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 September 30, 2025 and the exercise price.

Restricted Stock

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

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

Shares Weighted-

5 unchanged sentences

( 6,751 ) 7.91

Non-vested restricted shares, June 30, 2025

Non-vested restricted shares, September 30, 2025

889,153 $ 6.07

1 unchanged sentence

Weighted-average years expected to be recognized over 1.6

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

The total fair value of restricted stock that vested during the nine months ended September 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 six months ended June 30, 2025 is as follows:

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

average grant

4 unchanged sentences

( 128,796 ) 11.96

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

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

732,172 $ 6.70

9 unchanged sentences

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:

September 30, 2025

A summary of the Company’s cash-settled performance-based awards activity and related information for the nine months ended September 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, June 30, 2025

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

Total unrecognized compensation expense remaining (in thousands) $ —

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Stock Compensation Expense Components 2025 2024 2025 2024

4 unchanged sentences

Total Stock Compensation Expense $ 994 $ 1,042 $ 3,100 $ 2,886

NOTE 9 — LOSS PER COMMON SHARE

Basic loss per common share has been computed by dividing net loss by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period.

Diluted loss per common share adjusts net loss and basic loss per common share for the effect of all potentially dilutive shares of the Company’s common stock.

NOTE 9 — (LOSS) INCOME PER COMMON SHARE

Basic (loss) income per common share has been computed by dividing net (loss) income by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period.

Diluted (loss) income per common share adjusts net (loss) income and basic (loss) income per common share for the effect of all potentially dilutive shares of the Company’s common stock.

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 and six months ended June 30, 2025 and 2024 are as follows:

The calculations of basic and diluted (loss) income per common share for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except per share amounts)

Net loss – Basic and Diluted

Net (loss) income – Basic and Diluted

$ ( 1,189 ) $ 344 $ ( 45,089 ) $ ( 24,083 )

3 unchanged sentences

Weighted-average shares outstanding – Diluted 21,768 21,610 21,683 21,454

Basic loss per common share

Basic (loss) income per common share

$ ( 0.05 ) $ 0.02 $ ( 2.08 ) $ ( 1.12 )

Diluted loss per common share

Diluted (loss) income per common share

$ ( 0.05 ) $ 0.02 $ ( 2.08 ) $ ( 1.12 )

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

NOTE 10— INCOME TAXES

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 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.

Income tax provision of $ 2.9 million and income tax benefit of $( 0.1 ) million for the three and nine months ended September 30, 2025, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax provision rate of 171.1 % and benefit rate of 0.14 %, respectively.

The effective tax rate for the three months ended September 30, 2025 differs from the federal statutory income tax rate of 21.0% primarily due to the impact of non-deductible expenses, foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance and 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 second quarter.

The effective tax rate for the nine months ended September 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 second quarter.

Income tax provision of $ 1.5 million and $ 1.7 million for the three and nine months ended September 30, 2024, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax provision rate of 81.4 % and ( 8.2 )%, respectively.

The effective tax rate for the three months ended September 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 negative rate for the nine months ended September 30, 2024 reflects tax expense on a pretax financial reporting loss.

The effective tax rate for the nine months ended September 30, 2024 differs from the federal statutory income tax rate of 21.0% primarily due to the impact of non-deductible expenses and 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 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.

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

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 with various provisions impacting the Company, including interest expense limitation and deduction of domestic R&D expenses.

The Company assessed the impact of OBBBA as not material to the 2025 financial statements.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 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 (loss) 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 income (loss) from operations.

Such measures give recognition to specifically identifiable operating costs.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Total gross margin $ 60,424 $ 67,417 $ 161,900 $ 179,514

(Loss) income from operations

Income (loss) from operations

$ 12,941 $ 16,191 $ ( 14,781 ) $ 34,822

2 unchanged sentences

( 3,687 ) ( 4,286 ) ( 5,793 ) ( 13,899 )

(Loss) income from operations

Income (loss) from operations

$ 6,693 $ 8,613 $ ( 29,415 ) $ 11,610

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

(1) Unallocated corporate expenses for the nine months ended September 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

June 30, 2025

September 30, 2025

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

21 unchanged sentences

$ — $ — $ 33,237 $ —

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

Restructuring expenses:

International $ 304 $ — $ 304 $ —

(1) Unallocated corporate expenses for the nine months ended September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

September 30,

2025 December 31,

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

NOTE 12 — CONTINGENCIES

23 unchanged sentences

The tolling agreements have been extended multiple times and currently expire in November 2025.

In October 2025, the U.S.

government requested that the parties extend the tolling agreement until November 10, 2026.

WSPR agreed to the extension.

The tolling agreements do not constitute in any way an admission or acknowledgment of any fact, conclusion of law, or liability by the parties to the agreements.

3 unchanged sentences

In August 2021, WSPR received a Notice of Liability for the Site from the Department of Justice on behalf of the EPA, and in September 2021, WSPR responded with a good faith offer to conduct additional testing and remedial design work for OU-1.

WSPR has actively participated in negotiations among the U.S.

WSPR actively participated in negotiations among the U.S.

Government (the Department of Justice and the EPA) and other potentially responsible parties with respect to the remedial work at OU-1, which negotiations culminated in the finalization of a Consent Decree for Remedial Design and Remedial Action at Operable Unit One of the San German Groundwater Contamination Site (“Decree”).

3 unchanged sentences

Government simultaneously lodged the Decree for public comment.

No comments were received during the public comment period.

On September 6, 2023, at the conclusion of the public comment period, the U.S.

Government filed a Motion

No comments were received during the public

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

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

September 30, 2025

comment period.

On September 6, 2023, at the conclusion of the public comment period, the U.S.

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

On January 10, 2024, EPA issued a notice to proceed with the OU-1 remedial work.

The Company thereafter commenced remedial work on OU-1 in accordance with the Decree.

The Company reserved $ 5.6 million to cover probable and estimable liabilities with respect to the above remedial design and remedial action for the initial operable unit.

WSPR submitted the final draft Remedial Design Work Plan, Supplemental Pre-Design Investigation Work Plan, and Pilot Study Work Plan to EPA on May 30, 2025, and awaits EPA approval on those documents to move forward with the remediation.

The Company reserved $ 5.6 million to cover probable and estimable liabilities with respect to the above remedial design and remedial action for OU-1.

However, it is not possible at this time for the Company to estimate its share of its ultimate liability for the Site.

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

As of September 30, 2025, the remaining probable and reasonably estimable liability related to the above remedial design and remedial action for OU-1 is $ 5.4 million.

Legal Settlement Gain

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

NOTE 13 — OTHER

Cash dividends

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

Dividends declared in the nine months ended September 30, 2025 were as follows:

Dividend per share Date declared Date of record Payment date

1 unchanged sentence

$ 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.

$ 0.0425 8/5/2025 10/31/2025 11/14/2025

During the nine months ended September 30, 2025, the Company paid dividends of $ 2.9 million.

This included payments made on February 14, 2025, May 15, 2025 and August 15, 2025 of $ 0.9 million, $ 0.9 million and $ 1.0 million to stockholders of record on January 31, 2025, May 1, 2025 and August 1, 2025 respectively, and payments of $ 0.1 million for dividends payable upon the vesting of restricted shares.

In the three months ended September 30, 2025, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on November 14, 2025.

On November 4, 2025, the Board declared a quarterly dividend of $ 0.0425 per share of common stock payable on February 13, 2026 to stockholders of record on January 30, 2026.

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 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.

No shares were repurchased during the nine months ended September 30, 2025.

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

Supplemental cash flow information

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Components of accumulated other comprehensive loss, net

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss (1)

— 14,152 — 14,152

Net change in translation adjustment ( 81 ) 872 531 15,117

Balance at end of period $ ( 17,853 ) $ ( 17,497 ) $ ( 17,853 ) $ ( 17,497 )

Accumulated deferred (losses) gains on cash flow hedges:

Accumulated deferred losses on cash flow hedges:

Balance at beginning of period $ ( 343 ) $ 89 $ 247 $ ( 134 )

Change in unrealized (losses) gains

Change in unrealized gain (losses)

113 ( 235 ) ( 562 ) ( 163 )

1 unchanged sentence

Settlement of cash flow hedge (2)

28 32 113 183

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

12 unchanged sentences

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