LIFETIME BRANDS, INC 10-Q

Item 1. Financial Statements LIFETIME BRANDS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) September 30, 2021 December 31, 2020 (unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 8,682 $ 35,963 Accounts receivable, less allowances of $ 17,968 at September 30, 2021 and $ 17,013 at December 31, 2020 169,223 170,037 Inventory 256,922 203,164 Prepaid expenses and other current assets 8,991 12,129 TOTAL CURRENT ASSETS 443,818 421,293 PROPERTY AND EQUIPMENT, net 21,629 23,120 OPERATING LEASE RIGHT-OF-USE ASSETS 89,211 96,543 INVESTMENTS 22,144 20,032 INTANGIBLE ASSETS, net 231,014 244,025 OTHER ASSETS 1,991 2,468 TOTAL ASSETS $ 809,807 $ 807,481 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Current maturity of term loan $ 8,549 $ 17,657 Accounts payable 60,594 66,095 Accrued expenses 108,579 80,050 Income taxes payable 2,152 4,788 Current portion of operating lease liabilities 12,397 11,480 TOTAL CURRENT LIABILITIES 192,271 180,070 OTHER LONG-TERM LIABILITIES 14,779 16,483 INCOME TAXES PAYABLE, LONG-TERM 1,444 1,444 OPERATING LEASE LIABILITIES 93,978 102,355 DEFERRED INCOME TAXES 11,031 10,714 REVOLVING CREDIT FACILITY 1,600 27,302 TERM LOAN 238,729 238,977 STOCKHOLDERS’ EQUITY Preferred stock, $ 1.00 par value, shares authorized: 100 shares of Series A and 2,000,000 shares of Series B; none issued and outstanding — — Common stock, $ 0.01 par value, shares authorized: 50,000,000 at September 30, 2021 and December 31, 2020; shares issued and outstanding: 22,018,193 at September 30, 2021 and 21,755,195 at December 31, 2020 220 218 Paid-in capital 270,309 268,666 Retained earnings 18,999 424 Accumulated other comprehensive loss ( 33,553 ) ( 39,172 ) TOTAL STOCKHOLDERS’ EQUITY 255,975 230,136 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 809,807 $ 807,481 See accompanying notes to unaudited condensed consolidated financial statements. - 2 - Table of Contents LIFETIME BRANDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net sales $ 224,777 $ 224,750 $ 607,066 $ 519,960 Cost of sales 141,662 145,958 391,790 334,066 Gross margin 83,115 78,792 215,276 185,894 Distribution expenses 18,893 18,961 56,470 50,710 Selling, general and administrative expenses 42,542 38,325 116,879 114,274 Restructuring expenses — — — 253 Goodwill and other impairments — — — 20,100 Income from operations 21,680 21,506 41,927 557 Interest expense ( 3,835 ) ( 4,128 ) ( 11,668 ) ( 13,094 ) Mark to market gain (loss) on interest rate derivatives 120 99 664 ( 2,316 ) Income (loss) before income taxes and equity in earnings (losses) 17,965 17,477 30,923 ( 14,853 ) Income tax provision ( 5,589 ) ( 3,711 ) ( 9,837 ) ( 3,013 ) Equity in earnings (losses), net of taxes 195 147 341 ( 362 ) NET INCOME (LOSS) $ 12,571 $ 13,913 $ 21,427 $ ( 18,228 ) BASIC INCOME (LOSS) PER COMMON SHARE $ 0.58 $ 0.66 $ 1.00 $ ( 0.87 ) DILUTED INCOME (LOSS) PER COMMON SHARE $ 0.57 $ 0.65 $ 0.98 $ ( 0.87 ) See accompanying notes to unaudited condensed consolidated financial statements. - 3 - Table of Contents LIFETIME BRANDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 12,571 $ 13,913 $ 21,427 $ ( 18,228 ) Other comprehensive income (loss), net of taxes: Translation adjustment 240 2,145 4,463 ( 4,827 ) Net change in cash flow hedges 992 216 1,055 ( 2,560 ) Effect of retirement benefit obligations 33 20 101 59 Other comprehensive income (loss), net of taxes 1,265 2,381 5,619 ( 7,328 ) Comprehensive income (loss) $ 13,836 $ 16,294 $ 27,046 $ ( 25,556 ) See accompanying notes to unaudited condensed consolidated financial statements. - 4 - Table of Contents LIFETIME BRANDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (unaudited) Common stock Paid-in capital Retained earnings Accumulated other comprehensive loss Total Shares Amount BALANCE AT DECEMBER 31, 2020 21,755 $ 218 $ 268,666 $ 424 $ ( 39,172 ) $ 230,136 Comprehensive income (loss): Net income — — — 3,067 — 3,067 Translation adjustment — — — — 1,829 1,829 Net change in cash flow hedges — — — — ( 173 ) ( 173 ) Effect of retirement benefit obligations — — — — 27 27 Total comprehensive income 4,750 Performance shares issued to employees 150 1 ( 1 ) — — — Net issuance of restricted shares granted to employees 177 2 ( 2 ) — — — Stock compensation expense — — 1,439 — — 1,439 Net exercise of stock options 44 — 184 — — 184 Shares effectively repurchased for required employee withholding taxes ( 146 ) ( 1 ) ( 2,159 ) — — ( 2,160 ) Dividends (1) — — — ( 943 ) — ( 943 ) BALANCE AT MARCH 31, 2021 21,980 $ 220 $ 268,127 $ 2,548 $ ( 37,489 ) $ 233,406 Comprehensive income: Net income — — — 5,789 — 5,789 Translation adjustment — — — — 2,394 2,394 Net change in cash flow hedges — — — — 236 236 Effect of retirement benefit obligations — — — — 41 41 Total comprehensive income 8,460 Net issuance of restricted shares granted to employees and directors 44 — — — — — Stock compensation expense — — 1,323 — — 1,323 Net exercise of stock options 50 1 550 — — 551 Shares effectively repurchased for required employee withholding taxes ( 67 ) ( 1 ) ( 1,024 ) — — ( 1,025 ) Dividends (1) — — — ( 914 ) — ( 914 ) BALANCE AT JUNE 30, 2021 22,007 $ 220 $ 268,976 $ 7,423 $ ( 34,818 ) $ 241,801 Comprehensive income: Net income — — — 12,571 — 12,571 Translation adjustment — — — — 240 240 Net change in cash flow hedges — — — — 992 992 Effect of retirement benefit obligations — — — — 33 33 Total comprehensive income 13,836 Stock compensation expense — — 1,192 — — 1,192 Net exercise of stock options 12 — 142 — — 142 Shares effectively repurchased for required employee withholding taxes ( 1 ) — ( 1 ) — — ( 1 ) Dividends (1) — — — ( 995 ) — ( 995 ) BALANCE AT SEPTEMBER 30, 2021 22,018 $ 220 $ 270,309 $ 18,999 $ ( 33,553 ) $ 255,975 (1) Cash dividends declared per share of common stock were $ 0.1275 and $ 0.1275 in the nine months ended September 30, 2021 and 2020, respectively. - 5 - Table of Contents Common stock Paid-in capital Retained earnings (accumulated deficit) Accumulated other comprehensive loss Total Shares Amount BALANCE AT DECEMBER 31, 2019 21,256 $ 213 $ 263,386 $ 7,173 $ ( 34,455 ) $ 236,317 Comprehensive (loss) income: Net loss — — — ( 28,164 ) — ( 28,164 ) Translation adjustment — — — — ( 4,458 ) ( 4,458 ) Net change in cash flow hedges — — — — ( 2,877 ) ( 2,877 ) Effect of retirement benefit obligations — — — — 20 20 Total comprehensive loss ( 35,479 ) Performance shares issued to employees 62 1 ( 1 ) — — — Net issuance of restricted shares granted to employees 220 2 ( 2 ) — — — Stock compensation expense — — 1,320 — — 1,320 Shares effectively repurchased for required employee withholding taxes ( 52 ) ( 1 ) ( 298 ) — — ( 299 ) Dividends (1) — — — ( 932 ) — ( 932 ) BALANCE AT MARCH 31, 2020 21,486 $ 215 $ 264,405 $ ( 21,923 ) $ ( 41,770 ) $ 200,927 Comprehensive (loss) income: Net loss — — — ( 3,977 ) — ( 3,977 ) Translation adjustment — — — — ( 2,514 ) ( 2,514 ) Net change in cash flow hedges — — — — 101 101 Effect of retirement benefit obligations — — — — 19 19 Total comprehensive loss ( 6,371 ) Net issuance of restricted shares granted to employees and directors 309 3 ( 3 ) — — — Stock compensation expense — — 1,415 — — 1,415 Shares effectively repurchased for required employee withholding taxes ( 26 ) — ( 187 ) — — ( 187 ) Dividends (1) — — — ( 913 ) — ( 913 ) BALANCE AT JUNE 30, 2020 21,769 $ 218 $ 265,630 $ ( 26,813 ) $ ( 44,164 ) $ 194,871 Comprehensive income Net income — — — 13,913 — 13,913 Translation adjustment — — — — 2,145 2,145 Derivative fair value adjustment — — — — 216 216 Effect of retirement benefit obligations — — — — 20 20 Total comprehensive income 16,294 Stock compensation expense — — 1,570 — — 1,570 Shares effectively repurchased for required employee withholding taxes ( 1 ) — — — — — Dividends (1) — — — ( 942 ) — ( 942 ) BALANCE AT SEPTEMBER 30, 2020 21,768 $ 218 $ 267,200 $ ( 13,842 ) $ ( 41,783 ) $ 211,793 (1) Cash dividends declared per share of common stock were $ 0.1275 and $ 0.1275 in the nine months ended September 30, 2021 and 2020, respectively. See accompanying notes to unaudited condensed consolidated financial statements. - 6 - Table of Contents LIFETIME BRANDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended September 30, 2021 2020 OPERATING ACTIVITIES Net income (loss) $ 21,427 $ ( 18,228 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 17,560 18,385 Goodwill and other impairments — 20,100 Amortization of financing costs 1,309 1,326 Mark to market (gain) loss on interest rate derivatives ( 664 ) 2,316 Non-cash lease expense ( 1,089 ) 2,915 Provision (recovery) for doubtful accounts ( 166 ) 3,011 Stock compensation expense 3,973 4,321 Undistributed (earnings) losses from equity investment, net of taxes ( 341 ) 362 Changes in operating assets and liabilities Accounts receivable 659 ( 55,466 ) Inventory ( 54,117 ) ( 37,303 ) Prepaid expenses, other current assets and other assets 4,733 3,573 Accounts payable, accrued expenses and other liabilities 24,093 100,798 Income taxes receivable — 1,577 Income taxes payable ( 2,779 ) 1,521 NET CASH PROVIDED BY OPERATING ACTIVITIES 14,598 49,208 INVESTING ACTIVITIES Purchases of property and equipment ( 3,361 ) ( 1,645 ) Proceeds from sale of shares of equity method investment 3,061 — Acquisition ( 178 ) — NET CASH USED IN INVESTING ACTIVITIES ( 478 ) ( 1,645 ) FINANCING ACTIVITIES Proceeds from revolving credit facility 16,845 107,418 Repayments of revolving credit facility ( 42,531 ) ( 113,652 ) Repayments of term loan ( 10,478 ) ( 7,583 ) Payments for finance lease obligations ( 71 ) ( 75 ) Payments of tax withholding for stock based compensation ( 3,186 ) ( 486 ) Proceeds from the exercise of stock options 877 — Cash dividends paid ( 2,913 ) ( 1,862 ) NET CASH USED IN FINANCING ACTIVITIES ( 41,457 ) ( 16,240 ) Effect of foreign exchange on cash 56 ( 18 ) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 27,281 ) 31,305 Cash and cash equivalents at beginning of period 35,963 11,370 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,682 $ 42,675 See accompanying notes to unaudited condensed consolidated financial statements. - 7 - LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES Organization and business Lifetime Brands, Inc. (“the Company”) designs, sources and sells branded kitchenware, tableware and other products used in the home and markets its products under a number of widely-recognized brand names and trademarks, which are either owned or licensed by the Company or through retailers’ private labels and their licensed brands. The Company’s products, which are targeted primarily towards consumers purchasing moderately priced kitchenware, tableware and housewares, are sold through virtually every major level of trade. The Company generally markets several lines within each of its product categories under more than one brand. 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. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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. 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, 2020. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Company’s business and working capital needs are highly seasonal, with a majority of sales occurring in the third and fourth quarters. In 2020 and 2019, net sales for the third and fourth quarters accounted for 62 % and 60 % of total annual net sales, respectively. In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period. The Company’s current estimates contemplate current and expected future conditions, as applicable, however it is reasonably possible that actual conditions could differ from expectations, which could materially affect the Company’s results of operations and financial position. Revenue recognition The Company sells products wholesale, to retailers and distributors, and retail, directly to the consumer. Wholesale sales and retail sales are primarily recognized at the point in time the customer obtains control of the products, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. The Company offers various sales incentives and promotional programs to its customers in the normal course of business. These incentives and promotions typically include arrangements such as cooperative advertising, buydowns, volume rebates and discounts. These arrangements and an estimate for products expected to be returned are reflected as reductions of revenue at the time of sale. See NOTE 2 —REVENUE to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information. Cost of sales Cost of sales consist primarily of costs associated with the production and procurement of product, inbound freight costs, purchasing costs, royalties, tooling, and other product procurement related charges. - 8 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) Distribution expenses Distribution expenses consist primarily of warehousing expenses and freight-out expenses. Handling costs of products sold are included in cost of sales. Accounts receivable The Company periodically reviews the collectability of its accounts receivable and establishes allowances for estimated losses that could result from the inability of its customers to make required payments, taking into consideration customer credit history and financial condition, industry and market segment information, credit reports, and economic trends and conditions such as the impacts of the COVID-19 pandemic. A considerable amount of judgment is required to assess the ultimate realization of these receivables, including assessing the initial and on-going creditworthiness of the Company’s customers. The Company also maintains an allowance for anticipated customer deductions. The allowances for deductions are primarily based on contracts with customers. However, in certain cases, the Company does not have a formal contract and, therefore, customer deductions are non-contractual. To evaluate the reasonableness of non-contractual customer deductions, the Company analyzes currently available information and historical trends of deductions. Receivable purchase agreement The Company has an uncommitted Receivables Purchase Agreement with HSBC Bank USA, National Association (“HSBC”) as Purchaser (the “Receivables Purchase Agreement”). The sale of accounts receivable, under the 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. Pursuant to the Receivable Purchase Agreement, the Company sold to HSBC $ 33.7 million and $ 113.2 million of receivables during the three and nine months ended September 30, 2021, respectively, and $ 43.0 million and $ 116.9 million of receivables during the three and nine months ended September 30, 2020, respectively. Charges of $ 0.1 million and $ 0.3 million related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively. Charges of $ 0.1 million and $ 0.4 million related to the sale of the receivables are included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2020, respectively. At September 30, 2021 and 2020, $ 15.8 million and $ 26.7 million, respectively, of receivables sold were outstanding and due to HSBC from customers. Inventory Inventory consists principally of finished goods sourced from third-party suppliers. Inventory also includes finished goods, work in process and raw materials related to the Company’s manufacture of sterling silver products. Inventory is priced using the lower of cost (first-in, first-out basis) or net realizable value. The Company estimates the selling price of its inventory on a product by product basis based on the current selling environment. If the estimated selling price is lower than the inventory’s cost, the Company reduces the value of the inventory to its net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. The components of inventory were as follows (in thousands): September 30, 2021 December 31, 2020 Finished goods $ 245,117 $ 194,209 Work in process 224 45 Raw materials 11,581 8,910 Total $ 256,922 $ 203,164 - 9 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) Fair value of financial instruments The Company determined that the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are reasonable estimates of their fair values because of their short-term nature. The Company determined that the carrying amounts of borrowings outstanding under its ABL Agreement and Term Loan (each as defined in NOTE 7 — DEBT to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q) approximate fair value since such borrowings bear interest at variable market rates. Derivatives The Company accounts for derivative instruments in accordance with Accounting Standard Codification (“ASC”) Topic 815, Derivatives and Hedging ( “ASC 815” ) . ASC 815 requires that all derivative instruments be recognized on the balance sheet at fair value as either an asset or liability. Changes in the fair value of derivatives that qualify as hedges and have been designated as part of a hedging relationship for accounting purposes have no net impact on earnings until the hedged item is recognized in earnings. The changes in the fair value of hedges are included in accumulated other comprehensive loss and are subsequently recognized in the Company’s unaudited condensed consolidated statements of operations to mirror the location of the hedged items impacting earnings. Changes in fair value of derivatives that do not qualify as hedging instruments for accounting purposes are recorded in the Company’s unaudited condensed consolidated statements of operations. Goodwill, intangible assets and long-lived assets Goodwill and intangible assets deemed to have indefinite lives are not amortized but, instead, are subject to an annual impairment assessment. Additionally, if events or conditions were to indicate the carrying value of a reporting unit may not be recoverable, the Company would evaluate goodwill and other intangible assets for impairment at that time. As it relates to the goodwill assessment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment testing described in the Financial Accounting Standards Board's (“FASB”) Accounting Standards Update No. (“ASU”) Topic 350, Intangibles – Goodwill and Other. If, after assessing qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is considered to be unimpaired. However, if based on the Company’s qualitative assessment it concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the qualitative assessment, the Company will proceed with performing the quantitative impairment test. The Company reviews goodwill and other intangibles that have indefinite lives for impairment annually as of October 1 or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available, including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. 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”), terminal growth rates, and the cost of capital. Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. For the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies and related valuation multiples used in the market analysis. 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. The Company also evaluates qualitative factors to determine whether or not its indefinite lived intangibles have been impaired and then performs quantitative tests if required. These tests can include the relief from royalty model or other valuation models. - 10 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) Long-lived assets, including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated declines in revenue or operating profit or material adverse changes in the business climate that indicate that the carrying amount of an asset may be impaired. When impairment indicators are present, the recoverability of the asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset is not recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of each long-lived asset exceeds the fair value of the asset. See NOTE 6 — INTANGIBLE ASSETS to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information. Leases The Company determines if an arrangement is a lease at the inception of a contract. Operating lease right-of-use (“ROU”) assets are included in operating lease right-of-use assets on the condensed consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the current portion of operating lease liability and operating lease liabilities, respectively, on the condensed consolidated balance sheets. Finance leases are included in property and equipment, net, accrued expenses and other long-term liabilities. The Company’s finance leases are not material to the Company’s condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset may also include any lease payments made, adjusted for any prepaid or accrued rent payments, lease incentives, and initial direct costs incurred. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For certain equipment leases, the Company applies a portfolio approach to effectively account for any ROU assets and lease liabilities. Leases with an initial term of twelve months or less are not recorded on the balance sheet. 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. Employee healthcare The Company self-insures certain portions of its health insurance plan. The Company maintains an accrual for estimated unpaid claims and claims incurred but not yet reported (“IBNR”). Although management believes that it uses the best information available to estimate IBNR claims, actual claims may vary significantly from estimated claims. Restructuring expenses Costs associated with restructuring activities are recorded at fair value when a liability has been incurred. A liability has been incurred at the communication date for severance. Charges associated with lease terminations, related to restructuring activities, are recognized at the effective date of the lease modification. During the three and nine months ended September 30, 2021, the Company did not incur any restructuring expenses. During the nine months ended September 30, 2020, the Company’s international segment incurred $ 0.3 million of restructuring expenses related to severance associated with the strategic reorganization of the international segment’s product development and sales workforce. The strategic reorganization is the result of the Company’s efforts to achieve product development efficiencies and a country tailored international sales approach. Adoption of new accounting pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles and simplifies the application of U.S. GAAP for other areas of Topic 740 by clarifying and amending the existing guidance. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. - 11 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) New accounting pronouncements Updates not listed below were assessed and either determined to not be applicable or are expected to have a minimal effect on the Company’s financial position, results of operations, and disclosures. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The new guidance is effective for public business entities that meet the definition of a Smaller Reporting Company, as defined by the Securities and Exchange Commission for interim and annual periods beginning after December 15, 2022. The Company met the definition of a Smaller Reporting Company as of the one-time determination date of November 15, 2019. Early adoption is permitted. Management is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to account for contract modifications, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate that is expected to be discontinued as a result of reference rate reform. The guidance in ASU 2020-04 may be applied to contract modifications and hedging relationships as of any date from March 12, 2020 but no later than December 31, 2022 and should be applied on a prospective basis. The Company has not yet applied the guidance in ASU 2020-04 and is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. NOTE 2 — REVENUE The Company sells products wholesale, to retailers and distributors, and sells products retail, directly to consumers. Wholesale sales and retail sales are recognized at the point in time the customer obtains control of the products in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is not a formality, the customer must have accepted the product or service. The Company’s principal terms of sale are Free On Board (“FOB”) Shipping Point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB Shipping Point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $ 1.0 million and $ 2.4 million for the three and nine months ended September 30, 2021, respectively, and $ 0.9 million and $ 2.6 million for the three and nine months ended September 30, 2020, respectively. Net sales exclude taxes that are collected from customers and remitted to the taxing authorities. The Company offers various sales incentives and promotional programs to its wholesale customers from time to time in the normal course of business. These incentives and promotions typically include arrangements such as cooperative advertising, buydowns, volume rebates and discounts. These arrangements, which represent forms of variable consideration and an estimate of sales returns, are reflected as reductions in net sales in the Company’s unaudited condensed consolidated statements of operations. These estimates are based on historical experience and other known factors or as the most likely amount in a range of possible outcomes. On a quarterly basis, variable consideration is assessed on a portfolio approach in estimating the extent to which the components of variable consideration are constrained. Payment terms vary by customer, but generally range from 30 to 90 days or at the point of sale for the Company’s retail direct sale s. The Company incurs certain direct incremental costs to obtain contracts with customers, such as sales-related co mmissions, where the recognition period for the related revenue is less than one year. These costs are expensed as incurred and recorded within selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. Incidental items that are immaterial in the context of the contract are expensed as incurred. - 12 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) 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, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 U.S. segment Kitchenware $ 113,429 $ 119,566 $ 337,051 $ 283,258 Tableware 51,667 51,285 119,188 98,534 Home Solutions 32,628 30,688 84,249 81,546 Total U.S. segment 197,724 201,539 540,488 463,338 International segment 27,053 23,211 66,578 56,622 Total net sales $ 224,777 $ 224,750 $ 607,066 $ 519,960 United States $ 189,456 $ 193,432 $ 522,170 $ 447,087 United Kingdom 15,741 15,646 38,376 36,418 Rest of World 19,580 15,672 46,520 36,455 Total net sales $ 224,777 $ 224,750 $ 607,066 $ 519,960 NOTE 3 — ACQUISITION On February 26, 2021, the Company acquired the business and certain assets of Year & Day, a designer and distributor of ceramic dinnerware, stainless steel flatware and Italian glassware for $ 0.2 million. The assets and operating results of the Year & Day brand are reflected in the Company’s condensed consolidated financial statements in accordance with ASC Topic No. 805, Business Combinations, commencing from the acquisition date. The purchase price was allocated based on the Company’s preliminary estimate of the fair values of the assets acquired which consisted of inventory of $ 0.3 million and liabilities assumed of $ 0.1 million. The Year & Day acquisition did not have a material impact on the Company's consolidated statement of operations for the three and nine months ended September 30, 2021. NOTE 4 — LEASES 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 nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease expenses (1) : Fixed lease expense $ 4,471 $ 4,450 $ 13,467 $ 13,755 Variable lease expense 917 977 2,844 2,897 Total $ 5,388 $ 5,427 $ 16,311 $ 16,652 (1) Expenses are recorded within distribution expenses and selling, general and administrative expenses on the unaudited condensed consolidated statement of operations. - 13 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) Supplemental cash flow information for lease related liabilities and assets for the nine months ended September 30, 2021 and 2020 were as follows (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 14,556 $ 10,839 Nine Months Ended September 30, 2021 2020 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,307 $ 38 During the three and nine months ended September 30, 2020, in response to the COVID-19 pandemic, the Company negotiated COVID-19 related rent concessions for several of its leased properties. The majority of these rent concessions were in the form of deferred rent payments for one or more months. The Company applied the guidance issued in the FASB Staff Q&A - Topic 842 and Topic 840: Accounting For Lease Concessions Related to the Effects of the COVID-19 Pandemic, and elected to account for these rent concessions as if no changes to the lease were made and continued to recognize the straight-line lease expense. The COVID-19 related deferred rent payments as of September 30, 2020, totaled $1.4 million and were deferred to the fourth quarter of fiscal year 2020 and into fiscal year 2021. As of September 30, 2021, all deferred payments have been paid. The aggregate future lease payments for operating leases as of September 30, 2021 were as follows (in thousands): Operating 2021 (excluding the nine months ended September 30, 2021) $ 4,623 2022 18,522 2023 18,540 2024 18,122 2025 18,023 2026 17,450 Thereafter 38,522 Total lease payments 133,802 Less: Interest ( 27,427 ) Present value of lease payments $ 106,375 Average lease terms and discount rates were as follows: September 30, 2021 Operating leases: Weighted-average remaining lease term (years) 7.5 Weighted-average discount rate 6.2 % - 14 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) NOTE 5 — INVESTMENTS As of September 30, 2021, the Company owned approximately 25 % of the outstanding capital stock of Grupo Vasconia S.A.B. (“Vasconia”), an integrated manufacturer of aluminum products and one of Mexico’s largest housewares companies. Shares of Vasconia’s capital stock are traded on the Bolsa Mexicana de Valores, the Mexican Stock Exchange. The Quotation Key is VASCONI. The Company accounts for its investment in Vasconia using the equity method of accounting and records its proportionate share of Vasconia’s net income in the Company’s condensed consolidated statements of operations. Accordingly, the Company has recorded its proportionate share of Vasconia’s net income (reduced for amortization expense related to the customer relationships acquired) for the three and nine months ended September 30, 2021 and 2020 in the accompanying unaudited condensed consolidated statements of operations. On June 30, 2021, Vasconia sold shares, which diluted the Company’s investment ownership from approximately 30 % to approximately 27 %. The Company recorded a non-cash gain of $ 1.7 million, increasing the Company’s investment balance. Additionally, a loss of $ 2.0 million was recognized for the proportionate share of the diluted ownership for amounts previously recognized in accumulated other comprehensive loss. The net loss of $ 0.3 million was included in equity in earnings (losses), net of taxes, in the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 30, 2021. On July 29, 2021, the Company sold 2.2 million shares further reducing its ownership from approximately 27 % to approximately 25 % in Vasconia for net cash proceeds of approximately $ 3.1 million, as a result the Company recorded a gain of $ 1.0 million, after decreasing the Company’s investment balance. The gain on the sale resulted in a tax expense of $ 0.1 million. Additionally, a loss of $ 1.4 million was recognized for the proportionate share of the reduced ownership for amounts previously recognized in accumulated other comprehensive loss. The net loss, including taxes, of $ 0.5 million was included in equity in earnings (losses), net of taxes, in the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021. The Company continues to apply the equity method of accounting. The value of the Company’s investment balance has been translated from Mexican Pesos (“MXN”) to U.S. Dollars (“USD”) using the spot rates of MXN 20.54 and MXN 19.88 at September 30, 2021 and December 31, 2020, respectively. The Company’s proportionate share of Vasconia’s net income has been translated from MXN to USD using the following exchange rates: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Average exchange rate (USD to MXN) 20.01 22.06 20.01 - 20.33 19.91 - 23.31 The effect of the translation of the Company’s investment, as well as the translation of Vasconia’s balance sheet, resulted in an increase to the investment of $ 1.3 million and a decrease of $ 3.4 million during the nine months ended September 30, 2021 and 2020, respectively. These translation effects are recorded in accumulated other comprehensive loss. Summarized income statement information for the three and nine months ended September 30, 2021 and 2020 for Vasconia in USD and MXN is as follows (in thousands): Three Months Ended September 30, 2021 2020 USD MXN USD MXN Net sales $ 61,783 $ 1,236,289 $ 39,565 $ 872,647 Gross profit 12,958 259,285 9,556 210,770 Income from operations 3,886 77,756 2,957 65,229 Net income 2,952 59,063 536 11,812 - 15 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) Nine Months Ended September 30, 2021 2020 USD MXN USD MXN Net sales $ 174,468 $ 3,508,858 $ 99,932 $ 2,171,695 Gross profit 40,837 821,125 21,025 459,731 Income from operations 14,169 284,799 3,821 87,229 Net income (loss) 4,562 91,063 ( 36 ) ( 6,344 ) The Company recorded equity in earnings of Vasconia, net of taxes, of $ 0.7 million and $ 1.2 million for the three and nine months ended September 30, 2021, respectively. The Company recorded equity in earnings (losses) of Vasconia, net of taxes, of $ 0.1 million and $( 0.2 ) million for the three and nine months ended September 30, 2020, respectively. Included within the Company's unaudited condensed consolidated balance sheets were the following amounts due to and due from Vasconia (in thousands): Vasconia due to and due from balances Balance Sheet Location September 30, 2021 December 31, 2020 Amounts due from Vasconia Prepaid expenses and other current assets $ 69 $ 55 Amounts due to Vasconia Accrued expenses and Accounts payable ( 58 ) ( 91 ) As of September 30, 2021 and December 31, 2020, the fair value (based on Level 1 inputs using the quoted stock price) of the Company’s investment in Vasconia was $ 33.7 million and $ 32.8 million, respectively. The carrying value of the Company’s investment in Vasconia was $ 22.1 million and $ 20.0 million as of September 30, 2021 and December 31, 2020, respectively. Lifetime Brands Do Brasil Participacoes Ltda., a 100 % owned subsidiary of the Company, was dissolved on May 5, 2020. The subsidiary held a note receivable relating to the 2016 sale of its 40 % equity interest in GS International S/A (“GSI”), a wholesale distributor of branded housewares products in Brazil, which was accounted for as an equity method investment. The final installment due on the note receivable was received prior to dissolution of the subsidiary. Foreign currency translation losses of $ 0.2 million, which were previously recorded as a component of stockholder’s equity within accumulated other comprehensive loss, were recognized in earnings upon dissolution of this subsidiary for the nine months ended September 30, 2020. The Company included this loss within equity in earnings (losses), net of taxes. - 16 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) NOTE 6 — INTANGIBLE ASSETS Intangible assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Impairment Accumulated Amortization Net Goodwill $ 30,271 $ — $ 30,271 $ 49,371 $ ( 19,100 ) $ — $ 30,271 Indefinite-lived intangible assets: Trade names 49,600 — 49,600 50,600 ( 1,000 ) — 49,600 Finite-lived intangible assets: Licenses 15,847 ( 11,084 ) 4,763 15,847 — ( 10,742 ) 5,105 Trade names 51,851 ( 23,146 ) 28,705 52,030 — ( 20,874 ) 31,156 Customer relationships 177,300 ( 63,270 ) 114,030 177,801 — ( 54,008 ) 123,793 Other 6,567 ( 2,922 ) 3,645 6,582 — ( 2,482 ) 4,100 Total $ 331,436 $ ( 100,422 ) $ 231,014 $ 352,231 $ ( 20,100 ) $ ( 88,106 ) $ 244,025 In the first quarter of 2020, as a result of the economic downturn caused by the COVID-19 pandemic, the Company concluded that a triggering event had occurred and performed an interim impairment test of goodwill and certain intangible assets as of March 31, 2020, which resulted in an impairment charge of $ 20.1 million. The Company performed the first quarter 2020 interim impairment test of goodwill by comparing its fair value with its carrying value. The analysis was performed by using a discounted cash flow method and market multiple method. For goodwill, the outcome of the valuation is largely dependent upon estimates made by the Company with respect to significant assumptions, including projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”), terminal growth rates, and the cost of capital under the discounted cash flow method. For the three and nine months ended September 30, 2021, there were no impairment triggering events identified. NOTE 7 — DEBT The Company’s credit agreement, dated as of March 2, 2018 (the “ABL Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), includes a senior secured asset-based revolving credit facility in the maximum aggregate principal amount of $ 150.0 million, which facility will mature on March 2, 2023, and a loan agreement (the “Term Loan” and together with the ABL Agreement, the “Debt Agreements”) that provides for a senior secured term loan credit facility in the original principal amount of $ 275.0 million, which matures on February 28, 2025. The Term Loan requires the Company to make an annual prepayment of principal based upon a percentage of the Company's excess cash flow, (“Excess Cash Flow”), if any. 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, lenders have the option to decline a portion or all of the prepayment amount. This estimated amount is recorded in current maturity of term loan on the unaudited condensed consolidated balance sheets. Additionally, the Term Loan facility requires quarterly payments, which commenced on June 30, 2018, of principal equal to 0.25 % of the original aggregate principal amount of the Term Loan facility. Per the Debt Agreements, when the Company makes an Excess Cash Flow payment, the payment is first applied to satisfy the future quarterly required payments in order of maturity. The quarterly principal payments have been satisfied through maturity of the Term Loan by the annual Excess Cash Flow payments. The maximum borrowing amount under the ABL Agreement may be increased to up to $ 200.0 million if certain conditions are met. One or more tranches of additional term loans (the “Incremental Facilities”) may be added under the Term Loan if certain conditions are met. The Incremental Facilities may not exceed the sum of (i) $ 50.0 million plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company’s secured net leverage ratio, as defined in and computed pursuant to the Term Loan, is no greater than 3.75 to 1.00, subject to certain limitations and for the period defined pursuant to the Term Loan. - 17 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) As of September 30, 2021 and December 31, 2020, the total availability under the ABL Agreement was as follows (in thousands): September 30, 2021 December 31, 2020 Maximum aggregate principal allowed $ 150,000 $ 150,000 Outstanding borrowings under the ABL Agreement ( 1,600 ) ( 27,302 ) Standby letters of credit ( 3,311 ) ( 2,698 ) Total availability under the ABL Agreement $ 145,089 $ 120,000 Availability under the ABL Agreement depends on the valuation of certain current assets comprising the borrowing base. The borrowing capacity under the ABL Agreement will depend, in part, on eligible levels of accounts receivable and inventory that fluctuate regularly. Due to the seasonality of the Company’s business, this may mean that the Company will have greater borrowing availability during the third and fourth quarters of each year. Consequently, the $ 150.0 million commitment thereunder may not represent actual borrowing capacity. The current and non-current portions of the Company’s Term Loan facility included in the condensed consolidated balance sheets were as follows (in thousands): September 30, 2021 December 31, 2020 Current portion of Term Loan facility: Estimated Excess Cash Flow principal payment $ 10,000 $ 19,120 Estimated unamortized debt issuance costs ( 1,451 ) ( 1,463 ) Total Current portion of Term Loan facility $ 8,549 $ 17,657 Non-current portion of Term Loan facility: Term Loan facility, net of current portion $ 242,127 $ 243,485 Estimated unamortized debt issuance costs ( 3,398 ) ( 4,508 ) Total Non-current portion of Term Loan facility $ 238,729 $ 238,977 The estimated Excess Cash Flow principal payment recorded at September 30, 2021 represents the Company’s estimate for the 2022 Excess Cash Flow payment. The 2021 Excess Cash Flow payment, paid on March 30, 2021, totaled $ 10.5 million. The Excess Cash Flow payment differs from the estimated amount at December 31, 2020 of $ 19.1 million as certain lenders opted to not require payment per the terms of the Debt Agreements. The Company’s payment obligations under its Debt Agreements are unconditionally guaranteed by its existing and future U.S. subsidiaries with certain minor exceptions. Certain payment obligations under the ABL Agreement are also direct obligations of its foreign subsidiary borrowers designated as such under the ABL Agreement and, subject to limitations on such guaranty, are guaranteed by the foreign subsidiary borrowers, as well as by the Company. The obligations of the Company under the Debt Agreements and any hedging arrangements and cash management services and the guarantees by its domestic subsidiaries in respect of those obligations are secured by substantially all of the assets and stock (but in the case of foreign subsidiaries, limited to 65 % of the capital stock in first-tier foreign subsidiaries and not including the stock of subsidiaries of such first-tier foreign subsidiaries) owned by the Company and the U.S. subsidiary guarantors, subject to certain exceptions. Such security interest consists of (1) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and its domestic subsidiaries (the “ABL Collateral”) pledged as collateral in favor of lenders under the ABL Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under the Term Loan and (2) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and its domestic subsidiaries (the “Term Loan Collateral”) pledged as collateral in favor of lenders under the Term Loan and a second-priority lien in the Term Loan Collateral in favor of the lenders under the ABL Agreement. Borrowings under the ABL Agreement bear interest, at the Company’s option, at one of the following rates: (i) alternate base rate, defined, for any day, as the greater of the prime rate, a federal funds and overnight bank funding based rate plus 0.5 % or one-month LIBOR plus 1.0 %, plus a margin of 0.25 % to 0.75 %, or (ii) LIBOR plus a margin of 1.25 % to 1.75 %. The - 18 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) respective margins are based upon the Company’s total leverage ratio, as defined in and computed pursuant to the ABL Agreement. The interest rate on outstanding borrowings under the ABL Agreement at September 30, 2021 was 3.5 %. In addition, the Company pays a commitment fee of 0.375 % on the unused portion of the ABL Agreement. The Term Loan facility bears interest, at the Company’s option, at one of the following rates: (i) alternate base rate, defined, for any day, as the greater of (x) the prime rate, (y) a federal funds and overnight bank funding based rate plus 0.5 % or (z) one-month LIBOR, but not less than 1.0 %, plus 1.0 %, which alternate base rate shall not be less than 2 %, plus a margin of 2.5 % or (ii) LIBOR, but not less than 1.0 %, plus a margin of 3.5 %. The interest rate on outstanding borrowings under the Term Loan at September 30, 2021 was 4.5 %. The Debt Agreements provide for customary restrictions and events of default. Restrictions include limitations on additional indebtedness, acquisitions, investments and payment of dividends, among other things. Further, the ABL Agreement provides that during any period (a) commencing on the last day of the most recently ended four consecutive fiscal quarters on or prior to the date availability under the ABL Agreement is less than the greater of $ 15.0 million and 10 % of the aggregate commitment under the ABL Agreement at any time and (b) ending on the day after such availability has exceeded the greater of $ 15.0 million and 10 % of the aggregate commitment under the ABL Agreement for 45 consecutive days, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 as of the last day of any period of four consecutive fiscal quarters. The Company was in compliance with the covenants of the Debt Agreements at September 30, 2021. 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 . NOTE 8 — DERIVATIVES Interest Rate Swap Agreements The Company's total outstanding notional value of interest rate swaps was $ 75.0 million at September 30, 2021. The Company designated a portion of these interest rate swaps as cash flow hedges of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings. The hedge periods of these agreements commenced in April 2018 and expire in March 2023. The original notional values are reduced over these periods. The aggregate notional value of designated interest rate swaps was $ 50.0 million at September 30, 2021. In June 2019, the Company entered into additional interest rate swap agreements, with an aggregate notional value of $ 25.0 million at September 30, 2021. 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 and expire in February 2025. Foreign Exchange Contracts The Company is party from time to time to certain foreign exchange contracts, primarily to offset the earnings impact related to fluctuations in foreign currency exchange rates associated with inventory purchases denominated in foreign currencies. Fluctuations in the value of certain foreign currencies as compared to the USD may positively or negatively affect the Company’s revenues, gross margins, operating expenses, and retained earnings, all of which are expressed in USD. Where the Company deems it prudent, the Company engages in hedging programs using foreign currency forward contracts aimed at limiting the impact of foreign currency exchange rate fluctuations on earnings. The Company purchases foreign currency forward contracts with terms less than 18 months to protect against currency exchange risks associated with the payment of merchandise purchases to foreign suppliers. The Company does not hedge the translation of foreign currency profits into USD, as the Company regards this as an accounting exposure rather than an economic exposure. The aggregate gross notional values of foreign exchange contracts at September 30, 2021 was $ 31.3 million. These foreign exchange contracts have been designated as hedges in order to apply hedge accounting. The Company is exposed to market risks as well as changes in foreign currency exchange rates as measured against the USD and each other, and to changes to the credit risk of derivative counterparties. The Company attempts to minimize these risks primarily by using foreign currency forward contracts and by maintaining counterparty credit limits. These hedging activities provide only limited protection against currency exchange and credit risk. Factors that could influence the effectiveness of the Company’s hedging programs include those impacting currency markets and the availability of hedging instruments and - 19 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) liquidity of the credit markets. All foreign currency forward contracts that the Company enters into are components of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated currency exposure. The Company does not enter into such contracts for speculative purposes, and as of September 30, 2021, the Company did not have any foreign currency forward contract derivatives that are not designated as hedges. 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 September 30, 2021 December 31, 2020 Interest rate swaps Accrued expenses 409 504 Other Long-Term Liabilities 410 1,034 Foreign exchange contracts Prepaid expenses and other current assets 582 — Other Assets 86 — Derivatives not designated as hedging instruments Balance Sheet Location September 30, 2021 December 31, 2020 Interest rate swaps Other Long-Term Liabilities 1,077 1,742 The fair values of the interest rate swaps have been obtained from the counterparties to the agreements and were based on Level 2 observable inputs using proprietary models and estimates about relevant future market conditions. The 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 counterparties to the derivative financial instruments are major international financial institutions. The Company is exposed to credit risk for the net exchanges under these agreements, but not for the notional amounts. As of September 30, 2021, the Company did not anticipate non-performance by any of its counterparties. 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 (loss), net of taxes, as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Derivatives designated as hedging instruments 2021 2020 2021 2020 Interest rate swaps $ 147 $ 216 $ 540 $ ( 2,669 ) Foreign exchange contracts 845 — 515 109 $ 992 $ 216 $ 1,055 $ ( 2,560 ) Realized gains and losses on the interest rate swaps are reclassified into earnings as the interest expense on the debt is recognized. The Company had no terminated or matured interest rate swaps during the three and nine months ended September 30, 2021. Realized gains and losses on foreign exchange contracts that are reported in other comprehensive income (loss) are reclassified into cost of sales as the underlying inventory purchased is sold. During the three months ended September 30, 2021, the Company reclassified $ 0.5 million of cash flow hedges in other comprehensive losses to earnings. This was comprised of $ 0.2 million related to realized interest rate swap losses and a loss of $ 0.3 million related to foreign exchange contracts recognized in cost of sales. During the nine months ended September 30, 2021, the Company reclassified $ 1.3 million of cash flow hedges in other comprehensive losses to earnings. This was comprised of $ 0.7 million related to realized interest rate swap losses and a loss of $ 0.6 million related to foreign exchange contracts recognized in cost of sales. At September 30, 2021, the estimated amount of existing losses expected to be reclassified into earnings within the next 12 months was $ 0.6 million. During the three months ended September 30, 2020, the Company reclassified $ 0.3 million of cash flow hedges in other comprehensive losses to earnings related to realized interest rate swap losses. During the nine months ended September 30, 2020, the Company reclassified $ 0.7 million of cash flow hedges in other comprehensive losses to earnings. This was - 20 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) comprised of $ 0.9 million related to realized interest rate swap losses and a gain of $ 0.2 million related to foreign exchange contracts recognized in cost of sales. Interest and mark to market gains (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 September 30, Nine Months Ended September 30, Derivatives not designated as hedging instruments Location of gain (loss) 2021 2020 2021 2020 Interest rate swaps Mark to market gain (loss) on interest rate derivatives $ 120 $ 99 $ 664 $ ( 2,316 ) Interest expense ( 116 ) ( 111 ) ( 342 ) ( 213 ) $ 4 $ ( 12 ) $ 322 $ ( 2,529 ) NOTE 9 — STOCK COMPENSATION Option Awards A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2021 is as follows: Options Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding, January 1, 2021 1,286,900 $ 13.28 Grants 48,000 14.18 Exercises (1) ( 235,325 ) 11.70 Expirations ( 4,000 ) 19.10 Options outstanding, September 30, 2021 1,095,575 13.64 5.1 $ 5,153 Options exercisable, September 30, 2021 912,115 $ 14.31 4.5 $ 3,700 Total unrecognized stock option expense remaining (in thousands) $ 560 Weighted-average years expected to be recognized over 1.6 (1) Includes the exercise of 1,000 options settled in cash in accordance with the Company’s Amended and Restated 2000 Long-Term Incentive Plan ("the Plan"). 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 stock options on September 30, 2021. 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, 2021 and the exercise price. - 21 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) Restricted Stock A summary of the Company’s restricted stock activity and related information for the nine months ended September 30, 2021 is as follows: Restricted Shares Weighted- average grant date fair value Non-vested restricted shares, January 1, 2021 795,587 $ 7.54 Grants 220,658 14.27 Vested ( 552,880 ) 7.07 Cancellations ( 400 ) 11.42 Non-vested restricted shares, September 30, 2021 462,965 $ 11.31 Total unrecognized compensation expense remaining (in thousands) $ 4,272 Weighted-average years expected to be recognized over 1.7 The total fair value of restricted stock that vested during the nine months ended September 30, 2021 was $ 8.4 million. Performance shares Each performance award represents the right to receive up to 150 % of the target number of shares of common stock. The number of shares of common stock earned will be determined based on the attainment of specified performance goals at the end of the performance period, as determined by the Compensation Committee of the Board of Directors. 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 nine months ended September 30, 2021 is as follows: Performance- based stock awards (1) Weighted- average grant date fair value Non-vested performance-based awards, January 1, 2021 431,046 $ 9.94 Grants 176,915 14.18 Vested ( 150,273 ) 12.79 Cancellations ( 21,358 ) 12.76 Non-vested performance-based awards, September 30, 2021 436,330 $ 10.54 Total unrecognized compensation expense remaining (in thousands) $ 2,793 Weighted-average years expected to be recognized over 2.0 (1) Represents the target number of shares to be issued for each performance-based award. The total fair value of performance-based awards that vested during the nine months ended September 30, 2021 was $ 2.1 million. At September 30, 2021, there were 357,858 shares available for awards that could be granted under the Plan, assuming maximum performance of performance-based awards. - 22 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) The Company recorded stock compensation expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Stock Compensation Expense Components 2021 2020 2021 2020 Equity based stock option expense $ 95 $ 143 $ 321 $ 428 Restricted and performance-based stock awards expense 1,097 1,427 3,633 3,877 Stock compensation expense for equity based awards $ 1,192 $ 1,570 $ 3,954 $ 4,305 Liability based stock option expense 9 5 19 16 Total Stock Compensation Expense $ 1,201 $ 1,575 $ 3,973 $ 4,321 - 23 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) NOTE 10 — INCOME (LOSS) PER COMMON SHARE Basic income (loss) per common share has been computed by dividing net income (loss) by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period. Diluted income (loss) per common share adjusts net income (loss) and basic income (loss) per common share for the effect of all potentially dilutive shares of the Company’s common stock. 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 income (loss) per common share for the three and nine months ended September 30, 2021 and 2020 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands, except per share amounts) Net income (loss) – Basic and Diluted $ 12,571 $ 13,913 $ 21,427 $ ( 18,228 ) Weighted-average shares outstanding – Basic 21,549 20,935 21,343 20,835 Effect of dilutive securities: Stock options and other stock awards 536 350 621 — Weighted-average shares outstanding – Diluted 22,085 21,285 21,964 20,835 Basic income (loss) per common share $ 0.58 $ 0.66 $ 1.00 $ ( 0.87 ) Diluted income (loss) per common share $ 0.57 $ 0.65 $ 0.98 $ ( 0.87 ) Antidilutive Securities (1) 337 1,850 394 2,133 (1) Stock options and other stock awards that have been excluded from the denominator as their inclusion would have been anti-dilutive. NOTE 11— INCOME TAXES Income tax provision of $ 5.6 million and $ 9.8 million for the three and nine months ended September 30, 2021, respectively, represent taxes on both U.S. and foreign earnings at combined effective income tax provision rates of 31.1 % and 31.8 %, respectively. The effective tax rate for the three and nine months ended September 30, 2021 differs from the federal statutory income tax rate of 21.0% primarily due to state and local tax expense, and foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance. For the three and nine months ended September 30, 2020, the Company had used a discrete effective tax rate method to calculate taxes. Income tax provision of $ 3.7 million and $ 3.0 million for the three and nine months ended September 30, 2020, respectively, represent taxes on both U.S. and foreign earnings at combined effective income tax provision rates of 21.2 % and ( 20.3 )%, respectively. The effective tax rate for the three months ended September 30, 2020 is consistent with the federal statutory income tax rate of 21.0% and includes an increase for state and local tax expense offset by other items that are not material. The negative rate for the nine months ended September 30, 2020 reflects tax expense on a pretax financial reporting loss. The effective rate for the nine months ended September 30, 2020 differs from the federal statutory income tax rate primarily due to state and local tax expense, equity based awards, and the non-deductible portion of the U.S. goodwill impairment recorded in the three months ended March 31, 2020. The Company has identified the following jurisdictions as “major” tax jurisdictions: U.S. Federal, California, Georgia, Illinois, Massachusetts, New Jersey, New York and the United Kingdom. The Company's New York State tax returns for years 2015-2016 remain under audit. The audit has been expanded to include tax years 2017-2019. As of September 30, 2021, there are no material assessments in any given year. 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 September 30, 2021 and September 30, 2020. - 24 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) NOTE 12 – BUSINESS SEGMENTS The Company has two reportable segments, U.S. and International. The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of its operations. The U.S. segment includes the Company’s primary domestic business that designs, markets and distributes its products to retailers, distributors and directly to consumers through its own websites. The International segment consists of certain business operations conducted outside the U.S. Management evaluates the performance of the U.S. and International segments based on net sales and income from operations. Such measures give recognition to specifically identifiable operating costs such as cost of sales, distribution expenses and selling, general and administrative expenses. Certain general and administrative expenses, such as senior executive salaries and benefits, stock compensation, director fees, and accounting, legal and consulting fees, are not allocated to the specific segments and are reflected as unallocated corporate expenses. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Net sales U.S. $ 197,724 $ 201,539 $ 540,488 $ 463,338 International 27,053 23,211 66,578 56,622 Total net sales $ 224,777 $ 224,750 $ 607,066 $ 519,960 Income from operations U.S. $ 30,958 $ 29,111 $ 66,339 $ 28,383 International ( 2,402 ) ( 1,353 ) ( 6,168 ) ( 11,904 ) Unallocated corporate expenses ( 6,876 ) ( 6,252 ) ( 18,244 ) ( 15,922 ) Income from operations $ 21,680 $ 21,506 $ 41,927 $ 557 Depreciation and amortization U.S. $ 4,624 $ 4,926 $ 13,913 $ 14,922 International 1,213 1,164 3,647 3,463 Total depreciation and amortization $ 5,837 $ 6,090 $ 17,560 $ 18,385 September 30, 2021 December 31, 2020 (in thousands) Assets U.S. $ 694,138 $ 661,321 International 106,924 110,222 Unallocated corporate 8,745 35,938 Total Assets $ 809,807 $ 807,481 - 25 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) NOTE 13 — CONTINGENCIES Wallace EPA Matter Wallace Silversmiths de Puerto Rico, Ltd. (“WSPR”), a wholly-owned subsidiary of the Company, operates a manufacturing facility in San Germán, Puerto Rico that is leased from the Puerto Rico Industrial Development Company (“PRIDCO”). In March 2008, the U.S. Environmental Protection Agency (the “EPA”) announced that the San Germán Ground Water Contamination site in Puerto Rico (the “Site”) had been added to the Superfund National Priorities List due to contamination present in the local drinking water supply. In May 2008, WSPR received from the EPA a Notice of Potential Liability and Request for Information pursuant to 42 U.S.C. Sections 9607(a) and 9604(e) of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). In July 2011, WSPR received a letter from the EPA requesting access to the property that it leases from PRIDCO to conduct an environmental investigation, and the Company granted such access. In February 2013, the EPA requested access to conduct a further environmental investigation at the property. PRIDCO agreed to such access and the Company consented. The EPA conducted a further investigation during 2013 and, in April 2015, notified the Company and PRIDCO that the results from vapor intrusion sampling may warrant the implementation of measures to mitigate potential exposure to sub-slab soil gas. The Company reviewed the information provided by the EPA and requested that PRIDCO, as the property owner, find and implement a solution acceptable to the EPA. While WSPR did not cause the sub-surface condition that resulted in the potential for vapor intrusion, in order to protect the health of its employees and continue its business operations, it has nevertheless implemented corrective action measures to prevent vapor intrusion, such as sealing the floors of the building and conducting periodic air monitoring to address potential exposure. On August 13, 2015, the EPA released its remedial investigation and feasibility study (“RI/FS”) for the Site. On December 11, 2015, the EPA issued the Record of Decision (“ROD”) for an initial operable unit, electing to implement its preferred remedy which consists of soil vapor extraction and dual-phase extraction/in-situ treatment. This selected remedy includes soil vapor extraction (“SVE”) to address soil (vadose zone) source areas at the Site, impermeable cover as necessary for the implementation of SVE, dual phase extraction in the shallow saprolite zone, and in-situ treatment as needed to address residual sources. The EPA’s total net present worth estimated cost for its selected remedy is $ 7.3 million. The EPA also designated a second operable unit under which the EPA has and will continue to conduct further investigations to determine the nature and extent of groundwater contamination, as well as a determination by the EPA on the necessity of any further response actions to address groundwater contamination. In February 2017, the EPA indicated that it planned to expand its field investigation for the RI/FS to a second operable unit to further determine the nature and extent of the groundwater contamination at and from the Site and to determine the nature of the remedial action needed to address the contamination. The EPA has requested access to the property occupied by WSPR to install monitoring wells and to undertake groundwater sampling as part of this expanded investigation. WSPR has consented to the EPA’s access request, provided that the EPA receives PRIDCO’s consent, as the property owner. WSPR never used the primary contaminant of concern and did not take up its tenancy at the Site until after the EPA had discovered the contamination in the local water supply. The EPA has also issued notices of potential liability to a number of other entities affiliated with the Site, which used the contaminants of concern. In December 2018, the Company, WSPR, and other identified potentially responsible parties affiliated with the Site entered into tolling agreements to extend the statute of limitations for potential claims for the recovery of response costs for the initial operable unit under Section 107 of CERCLA. In February 2020, the tolling agreements were extended to November 2020. In November 2020, the tolling agreements were extended to November 2021. The Department of Justice has asked the parties to extend the tolling agreements to November 2022, and we anticipate that all parties will do so. 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. The EPA released its proposed plan for a second operable unit in July 2019. The public comment period for the proposed plan ended on September 10, 2019. On September 30, 2019, the EPA issued the ROD for operable unit 2 (“OU-2”), electing to implement its preferred remedy which consists of in-situ treatment of groundwater and a monitored natural attenuation program including monitoring of the plume fringe at the Site. The EPA’s estimated total net present worth cost for its selected remedy is $ 17.3 million. In August 2021, WSPR received a Notice of Liability from the Department of Justice on behalf of the EPA, and in September 2021, WSPR submitted a good faith offer to conduct additional testing and remedial design, which is under consideration by the EPA. - 26 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) The Company has reserved $ 0.5 million to cover probable and estimable liabilities with respect to the above testing and remedial design. However, it is not possible at this time for the Company to estimate its share of its ultimate liability related to this matter. 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. U.S. Customs and Border Protection matter By letter dated August 26, 2019, the Company was advised that U.S. Customs and Border Protection ("CBP") had commenced an investigation, pursuant to 19 U.S.C. §1592, regarding the Company’s tariff classification of certain tableware and kitchenware. The issue centers on whether such merchandise meets the criteria for reduced duty rates as specified sets as those terms are defined in Chapter 69, Note 6(b), Harmonized Tariff System of the United States. The period of investigation is stated to be from August 26, 2014 to the present. Since being notified of the investigation, the Company has obtained a significant amount of evidence that, the Company believes, supports that the imported products were properly classified as specified sets. The Company's counsel filed a Lead Protest and Application for Further Review with CBP on February 5, 2020 (the "Lead Protest") relating to a single shipment made during the investigation period. CBP approved the Company’s Lead Protest on June 8, 2020 stating that the specified set requirement was fulfilled with respect to the protested shipment based on information provided by the Company. Based on this decision, no additional duties will be owed for the seven tableware collections imported in this shipment. The Company also compiled and submitted to CBP a complete set of supporting documents for three additional protests (for the remaining 29 tableware collections that were imported by the Company under the protested shipments). One of the additional protests was approved on October 15, 2020; the other two remain pending. If the CBP approves these additional claims and accepts the evidence presented, then no additional duties will be owed for the remaining protested shipments. Because the period of investigation covers a five-year period, the Company is compiling supporting documentation packages for all tableware collections imported during this period. In the event CBP accepts the evidence presented, then no additional duties or penalties will be owed. If CBP rejects the Company’s position, then the estimated amount of duties that could be owed is $ 2.2 million. In such event, it is reasonably possible that additional penalties could be assessed, depending upon the level of culpability found, of up to $ 4.4 million for negligence and up to $ 8.8 million for gross negligence. In the event penalties are assessed, the Company will have the opportunity to further contest CBP’s findings and seek cancellation or mitigation of such assessments. Accordingly, based on the above uncertainties and variables, the Company considers the potential losses related to this matter to be reasonably possible, but not probable. However, in the event of one or more adverse determinations related to this matter, it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material. Other The Company is, from time to time, involved in other legal proceedings. The Company believes that other current litigation is routine in nature and incidental to the conduct of the Company’s business and that none of this litigation, individually or collectively, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. - 27 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) NOTE 14 — OTHER Cash dividends Dividends declared in the nine months ended September 30, 2021 were as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 3/9/2021 5/3/2021 5/17/2021 $ 0.0425 6/24/2021 8/2/2021 8/16/2021 $ 0.0425 8/3/2021 11/1/2021 11/15/2021 During the nine months ended September 30, 2021, the Company paid dividends of $ 2.9 million. This included payments made on February 12, 2021, May 17, 2021 and August 16, 2021 of $ 0.9 million, $ 0.9 million and $ 0.9 million, respectively, to shareholders of record on January 29, 2021, May 3, 2021 and August 2, 2021 respectively, and payments of $ 0.2 million for dividends payable upon the vesting of restricted shares and performance shares. In the three months ended September 30, 2021, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on November 15, 2021. For the nine months ended September 30, 2021, the Company reduced retained earnings for the accrual of $ 2.9 million relating to the dividend payable on May 17, 2021, August 16, 2021 and November 15, 2021. On November 2, 2021, the Board of Directors declared a quarterly dividend of $ 0.0425 per share payable on February 14, 2022 to shareholders of record on January 31, 2022. Supplemental cash flow information Nine Months Ended September 30, 2021 2020 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest $ 10,279 $ 11,750 Cash paid for taxes, net of refunds 12,616 ( 85 ) Non-cash investing activities: Translation income (loss) adjustment $ 1,059 $ ( 5,062 ) - 28 - Table of Contents LIFETIME BRANDS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (unaudited) Components of accumulated other comprehensive loss, net Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Accumulated translation adjustment: Balance at beginning of period $ ( 31,623 ) $ ( 40,991 ) $ ( 35,846 ) $ ( 34,019 ) Translation (loss) income during period ( 1,122 ) 2,145 1,059 ( 5,062 ) Amounts reclassified from accumulated other comprehensive loss (1) 1,362 — 3,404 235 Translation Adjustment 240 2,145 4,463 ( 4,827 ) Balance at end of period $ ( 31,383 ) $ ( 38,846 ) $ ( 31,383 ) $ ( 38,846 ) Accumulated deferred losses on cash flow hedges: Balance at beginning of period $ ( 1,062 ) $ ( 1,612 ) $ ( 1,125 ) $ 1,164 Change in unrealized gain (losses) 528 ( 89 ) ( 255 ) ( 3,224 ) Amounts reclassified from accumulated other comprehensive loss: Settlement of cash flow hedge (2) 464 305 1,310 664 Net change in cash flow hedges, net of taxes of $( 247 ), $( 73 ), $( 301 ), $ 856 992 216 1,055 ( 2,560 ) Balance at end of period $ ( 70 ) $ ( 1,396 ) $ ( 70 ) $ ( 1,396 ) Accumulated effect of retirement benefit obligations: Balance at beginning of period $ ( 2,133 ) $ ( 1,561 ) $ ( 2,201 ) $ ( 1,600 ) Amounts reclassified from accumulated other comprehensive loss: (3) Amortization of actuarial loss, net of taxes 33 20 101 59 Balance at end of period $ ( 2,100 ) $ ( 1,541 ) $ ( 2,100 ) $ ( 1,541 ) Total accumulated other comprehensive loss at end of period $ ( 33,553 ) $ ( 41,783 ) $ ( 33,553 ) $ ( 41,783 ) (1) Amounts are recorded in equity in earnings (losses) on the unaudited condensed statements of operations. (2) Amounts reclassified are recorded in interest expense and cost of sales on the unaudited condensed consolidated statement of operations. (3) Amounts are recorded in selling, general and administrative expense on the unaudited condensed consolidated statements of operations. - 29 - Table of Contents