What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 239 added, 192 removed, 713 unchanged (38% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

2024 December 31,

1 unchanged sentence

Cash and cash equivalents $ 5,984 $ 16,189

Accounts receivable, less allowances of $ 13,684 at June 30, 2024 and $ 15,952 at December 31, 2023

Accounts receivable, less allowances of $ 13,237 at September 30, 2024 and $ 15,952 at December 31, 2023

142,238 155,180

28 unchanged sentences

Common stock, $ 0.01 par value, shares authorized:

50,000,000 at June 30, 2024 and December 31, 2023;

50,000,000 at September 30, 2024 and December 31, 2023;

shares issued and outstanding:

22,157,912 at June 30, 2024 and 21,813,266 at December 31, 2023

22,157,361 at September 30, 2024 and 21,813,266 at December 31, 2023

Paid-in capital 279,530 277,728

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

8 unchanged sentences

Interest expense ( 5,834 ) ( 5,246 ) ( 16,605 ) ( 16,110 )

Mark to market (loss) gain on interest rate derivatives

Mark to market loss on interest rate derivatives

( 928 ) ( 98 ) ( 1,184 ) ( 135 )

1 unchanged sentence

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

(Loss) income before income taxes and equity in losses

Income (loss) before income taxes and equity in losses

1,851 8,268 ( 20,331 ) 1,477

Income tax benefit (provision)

Income tax provision

( 1,507 ) ( 3,015 ) ( 1,660 ) ( 2,909 )

1 unchanged sentence

— ( 1,047 ) ( 2,092 ) ( 9,687 )

NET INCOME (LOSS)

$ 344 $ 4,206 $ ( 24,083 ) $ ( 11,119 )

BASIC LOSS PER COMMON SHARE

BASIC INCOME (LOSS) PER COMMON SHARE

$ 0.02 $ 0.20 $ ( 1.12 ) $ ( 0.52 )

DILUTED LOSS PER COMMON SHARE

DILUTED INCOME (LOSS) PER COMMON SHARE

$ 0.02 $ 0.20 $ ( 1.12 ) $ ( 0.52 )

1 unchanged sentence

LIFETIME BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income (loss)

$ 344 $ 4,206 $ ( 24,083 ) $ ( 11,119 )

Other comprehensive income, net of taxes:

Other comprehensive income (loss), net of taxes:

Net change in translation adjustment 872 ( 1,242 ) 15,117 1,556

1 unchanged sentence

Effect of retirement benefit obligations 13 12 38 35

Other comprehensive income, net of taxes

Other comprehensive income (loss), net of taxes

682 ( 795 ) 15,175 573

Comprehensive loss

Comprehensive income (loss)

$ 1,026 $ 3,411 $ ( 8,908 ) $ ( 10,546 )

31 unchanged sentences

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

— — — 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, 2024 and 2023, respectively.

Common stock Paid-in

27 unchanged sentences

21,814 $ 218 $ 275,915 $ ( 18,596 ) $ ( 34,486 ) $ 223,051

(1) Cash dividends declared per share of common stock were $ 0.085 and $ 0.085 in the six months ended June 30, 2024 and 2023, respectively.

— — — 4,206 — 4,206

Other comprehensive loss, net of taxes

— — — — ( 795 ) ( 795 )

Stock compensation expense — — 898 — — 898

Dividends (1)

— — — ( 943 ) — ( 943 )

BALANCE AT SEPTEMBER 30, 2023

21,814 $ 218 $ 276,813 $ ( 15,333 ) $ ( 35,281 ) $ 226,417

(1) Cash dividends declared per share of common stock were $ 0.1275 and $ 0.1275 in the nine months ended September 30, 2024 and 2023, 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

$ ( 24,083 ) $ ( 11,119 )

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

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

Depreciation and amortization 16,241 14,616

1 unchanged sentence

Mark to market loss on interest rate derivatives

Non-cash lease adjustment ( 965 ) ( 1,255 )

Operating leases, net

( 1,476 ) ( 1,617 )

(Recovery) provision for doubtful accounts

4 unchanged sentences

Contingent consideration fair value adjustments — ( 50 )

Gain on early retirement of debt — ( 1,520 )

Gain on extinguishments of debt, net

Loss on equity securities 14,152 —

6 unchanged sentences

Income taxes payable ( 663 ) ( 230 )

NET CASH PROVIDED BY OPERATING ACTIVITIES

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

( 1,737 ) 16,961

22 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

14 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, 2023.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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

13 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

Distribution expenses

11 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, 2024 and June 30, 2023.

At June 30, 2024, $ 18.7 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, 2024 and September 30, 2023.

At September 30, 2024, $ 18.0 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,

2024 December 31, 2023

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

Fair value of financial instruments

9 unchanged sentences

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.

15 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

The Company also evaluates qualitative factors to determine whether impairment indicators exist for its indefinite-lived intangibles and performs quantitative tests if required.

32 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

During the six months ended June 30, 2023, the Company incurred $ 0.8 million of unallocated corporate expense related to the termination payment with its former Executive Chairman, Jeffrey Siegel (the “Executive Chairman”).

September 30, 2024

During the nine months ended September 30, 2023, the Company incurred $ 0.8 million of unallocated corporate expense related to the termination payment with its former Executive Chairman, Jeffrey Siegel (the “Executive Chairman”).

On November 1, 2022, the Company entered into a transition agreement with its Executive Chairman which terminated his employment with the Company, effective March 31, 2023.

2 unchanged sentences

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 November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

In November 2023, the FASB issued Accounting Standards Update No.

(“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures:

2 unchanged sentences

Early adoption is permitted.

Management is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

The adoption requires additional disclosures, but is not expected to have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

6 unchanged sentences

Management is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The guidance requires additional disclosure in the notes to the financial statements for specified information about certain costs and expenses.

The new guidance is effective for public business entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments in this ASU may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

Management 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.

The Company sells products wholesale, to retailers and distributors, and 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.

2 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 $ 0.6 million and $ 1.2 million for the three and six months ended June 30, 2024, respectively and $ 0.5 million and $ 0.9 million for the three and six months ended June 30, 2023, respectively.

Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $ 0.9 million and $ 2.2 million for the three and nine months ended September 30, 2024, respectively and $ 0.8 million and $ 1.7 million for the three and nine months ended September 30, 2023, respectively.

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

3 unchanged sentences

While many of the sales incentives and promotions are contractually agreed upon with the Company’s customers, certain of the sales incentives and promotions are non-contractual and require the Company to estimate the amount of variable consideration 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.

On a quarterly

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

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.

2 unchanged sentences

Incidental items that are immaterial in the context of the contract are expensed as incurred.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

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, 2024 and 2023 (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

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, 2024 and 2023 (in thousands):

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

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, 2024 and 2023 were as follows (in thousands):

The components of lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

2024 2023 2024 2023

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, 2024 and 2023 were as follows (in thousands):

Six Months Ended

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Supplemental cash flow information for lease related liabilities and assets for the nine months ended September 30, 2024 and 2023 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 $ 14,280 $ 14,279

Six Months Ended

Nine Months Ended

September 30,

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

Operating leases $ 479 $ 5,582

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

The aggregate future lease payments for operating leases as of June 30, 2024 were as follows (in thousands):

2024 (excluding the six months ended June 30, 2024)

The aggregate future lease payments for operating leases as of September 30, 2024 were as follows (in thousands):

2024 (excluding the nine months ended September 30, 2024)

Thereafter 12,313

3 unchanged sentences

Average lease terms and discount rates were as follows:

June 30, 2024

September 30, 2024

Operating leases:

2 unchanged sentences

NOTE 4 — INVESTMENT

As of June 30, 2024, the Company owned 24.7 % of the outstanding capital stock of Grupo Vasconia S.A.B.

As of September 30, 2024, the Company owned 24.7 % of the outstanding capital stock of Grupo Vasconia S.A.B.

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

3 unchanged sentences

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

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.

As a result of the loss of significant influence, the accumulated other comprehensive losses previously recognized under the equity method of accounting was reclassified to the carrying value of the Vasconia investment and subsequently resulted in a non-cash loss of $ 14.2 million to reduce the investment to its fair value.

The fair value of the Vasconia investment was not material as of June 30, 2024.

As a result of the loss of significant influence, the accumulated other comprehensive losses previously recognized under the equity method of accounting were reclassified to the carrying value of the Vasconia investment and subsequently resulted in a non-cash loss of

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

$ 14.2 million to reduce the investment to its fair value during the three months ended June 30, 2024.

The fair value of the Vasconia investment was not material as of September 30, 2024.

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 and the three and six months ended June 30, 2023, included the following:

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 and the three and nine months ended September 30, 2023, included the following:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Vasconia equity in losses, net of taxes

3 unchanged sentences

$ — $ ( 1,047 ) $ ( 2,092 ) $ ( 9,687 )

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

NOTE 5 — INTANGIBLE ASSETS

Intangible assets consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024 December 31, 2023

Intangible assets consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024 December 31, 2023

Gross Accumulated

2 unchanged sentences

$ 33,237 $ — $ 33,237 $ 33,237 $ — $ 33,237

Indefinite-lived intangible assets:

Trade names (1)

Indefinite-lived intangible asset:

Trade name (1)

42,000 — 42,000 42,000 — 42,000

7 unchanged sentences

Total $ 302,740 $ ( 114,763 ) $ 187,977 $ 302,607 $ ( 103,474 ) $ 199,133

(1) The gross and net value at June 30, 2024 and December 31, 2023 reflect a reduction of $ 91.7 million in impairment charges on goodwill and $ 1.0 million in impairment charges on indefinite-lived intangible assets.

(2) The gross value and accumulated amortization at June 30, 2024 and December 31, 2023 reflect a reduction of $ 44.1 million and $( 29.3 ) million, respectively, for the net $ 14.8 million previous impairment charge on finite-lived intangible assets within the international segment and a $ 6.5 million reduction in gross value for previous impairment charges on finite-lived intangible assets within the U.S.

(1) The gross and net value at September 30, 2024 and December 31, 2023 reflect a reduction of $ 91.7 million in impairment charges on goodwill and $ 1.0 million impairment charge on the indefinite-lived intangible asset.

(2) The gross value and accumulated amortization at September 30, 2024 and December 31, 2023 reflect a reduction of $ 44.1 million and $( 29.3 ) million, respectively, for the net $ 14.8 million previous impairment charge on finite-lived intangible assets within the international segment and a $ 6.5 million reduction in gross value for previous impairment charges on finite-lived intangible assets within the U.S.

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, 2024

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, commencing on March 31, 2024, with the remaining balance payable on the maturity date.

6 unchanged sentences

The Incremental Facilities may not exceed the sum of (i) $ 50.0 million plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company’s secured net leverage ratio, as defined in and computed on a pro forma basis pursuant to the Term Loan, after giving effect to such increase, is no greater than 3.25 to 1.00, subject to certain limitations and for the period defined pursuant to the Term Loan but not to mature earlier than the maturity date of the then existing term loans.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

As of June 30, 2024 and December 31, 2023, the total availability under the ABL Agreement were as follows (in thousands):

June 30, 2024

As of September 30, 2024 and December 31, 2023, the total availability under the ABL Agreement were as follows (in thousands):

September 30, 2024

December 31, 2023

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, 2024, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $ 97.2 million.

As of September 30, 2024, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $ 51.6 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, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current portion of Term Loan:

7 unchanged sentences

Total Non-current portion of Term Loan $ 130,170 $ 135,834

The estimated Excess Cash Flow principal payment recorded at June 30, 2024 represents the Company’s estimate for the Excess Cash Flow Payment due in 2025.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

The estimated Excess Cash Flow principal payment recorded at September 30, 2024 represents the Company’s estimate for the Excess Cash Flow Payment due in 2025.

There was no Excess Cash Flow payment due in 2024.

6 unchanged sentences

Such security interests consist of (1) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and certain of its subsidiaries (the “ABL Collateral”) pledged as collateral in favor of lenders under the ABL Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under the Term Loan and (2) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and certain of its subsidiaries (the “Term Loan Collateral”) pledged as collateral in favor of lenders under the Term Loan and a second-priority lien in the Term Loan Collateral in favor of the lenders under the ABL Agreement.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

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

3 unchanged sentences

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

The interest rate on outstanding borrowings under the ABL Agreement at June 30, 2024 was between 4.91 % and 8.75 %.

The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the six months ended June 30, 2024.

The interest rate on outstanding borrowings under the ABL Agreement at September 30, 2024 was between 4.79 % and 6.68 %.

The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the nine months ended September 30, 2024.

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, 2024 was 10.94 %.

The interest rate on outstanding borrowings under the Term Loan at September 30, 2024 was 10.73 %.

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, 2024.

The Company was in compliance with the covenants of the Debt Agreements at September 30, 2024.

On June 8, 2023, the Company completed the repurchase of $ 47.2 million in principal amount of the Term Loan, for $ 95 per $ 100 of principal.

The repurchase was executed by way of a reverse Dutch auction, pursuant to and in accordance with the terms and conditions provided for in the Term Loan.

In connection therewith, debt issuance costs of $ 0.5 million were written off and fees of $ 0.4 million were incurred.

The gain on the early retirement of the Term Loan of $ 1.5 million, net of fees and expenses, was recognized during the three and six months ended June 30, 2023.

In connection therewith, debt issuance costs of $ 0.5 million were written

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

off and fees of $ 0.4 million were incurred.

The gain on the early retirement of the Term Loan of $ 1.5 million, net of fees and expenses, was recognized during the three and nine months ended September 30, 2023.

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 .

4 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, 2024.

The Company’s total outstanding notional value of interest rate swaps was $ 50.0 million at September 30, 2024.

The Company’s interest rate swaps that were designated 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 expired in March 2023.

The Company has no designated interest rate swaps at June 30, 2024.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

The Company has no designated interest rate swaps at September 30, 2024.

Foreign Exchange Contracts

4 unchanged sentences

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 value of foreign exchange contracts at June 30, 2024 was $ 5.2 million.

The aggregate gross notional value of foreign exchange contracts at September 30, 2024 was $ 2.8 million.

These foreign exchange contracts have been designated as hedges in order to apply hedge accounting.

4 unchanged sentences

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 June 30, 2024, these foreign exchange contracts have been designated as hedges in to order to apply hedge accounting.

The Company does not enter into such contracts for speculative purposes, and as of September 30, 2024, these foreign exchange contracts have been designated as hedges in to order to apply hedge accounting.

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, 2024 December 31, 2023

Derivatives designated as hedging instruments Balance Sheet Location September 30, 2024 December 31, 2023

Foreign exchange contracts Prepaid expenses and other current assets $ — $ 56

Accrued expenses 167 144

Derivatives not designated as hedging instruments Balance Sheet Location June 30, 2024 December 31, 2023

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Derivatives not designated as hedging instruments Balance Sheet Location September 30, 2024 December 31, 2023

Interest rate swaps

5 unchanged sentences

The Company is exposed to credit risk for the net exchanges under these agreements, but not for the notional amounts.

As of June 30, 2024, the Company did not anticipate non-performance by any of its counterparties.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

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

As of September 30, 2024, the Company did not anticipate non-performance by any of its counterparties.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Derivatives designated as hedging instruments 2024 2023 2024 2023

2 unchanged sentences

$ ( 203 ) $ 435 $ 20 $ ( 1,018 )

Realized gains and losses on the interest rate swaps that are reported in other comprehensive income are reclassified into earnings as the interest expense on the debt is recognized.

Realized gains and losses on the interest rate swaps that are reported in other comprehensive income (loss) are reclassified into earnings as the interest expense on the debt is recognized.

The Company’s interest rate swaps that were designated as hedging instruments had an aggregate notional value of $ 25.0 million and matured during the three months ended March 31, 2023.

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 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.

At June 30, 2024, the estimated amount of existing net losses expected to be reclassified into earnings within the next 12 months was below $ 0.1 million.

During the three months ended June 30, 2023, the Company reclassified $ 0.04 million of cash flow hedges in accumulated other comprehensive losses to earnings.

This was a gain of $ 0.04 million related to foreign exchange contracts recognized in cost of sales.

During the six months ended June 30, 2023, the Company reclassified $ 0.9 million of cash flow hedges in accumulated other comprehensive losses to earnings.

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 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.

At September 30, 2024, 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 months ended September 30, 2023, the Company reclassified $ 0.2 million of cash flow hedges in accumulated other comprehensive losses to earnings.

This was a loss of $ 0.2 million related to foreign exchange contracts recognized in cost of sales.

During the nine months ended September 30, 2023, the Company reclassified $ 0.8 million of cash flow hedges in accumulated other comprehensive losses to earnings.

This was comprised of a gain of $ 0.1 million related to realized interest rate swap and a gain of $ 0.7 million related to foreign exchange contracts recognized in cost of sales.

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

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) 2024 2023 2024 2023

Interest rate swaps Mark to market (loss) gain on interest rate derivatives

Interest rate swaps Mark to market loss on interest rate derivatives

$ ( 928 ) $ ( 98 ) $ ( 1,184 ) $ ( 135 )

1 unchanged sentence

$ ( 630 ) $ 120 $ ( 356 ) $ 444

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 8 — STOCK COMPENSATION

1 unchanged sentence

The amendment and restatement of the Plan revised the terms and conditions of the Plan to, among other things, increase the shares available for grant under the Plan by 1,500,000 shares.

As of June 30, 2024, there were 1,804,161 shares available for the grant of awards under the Plan, assuming maximum performance of performance-based awards.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

As of September 30, 2024, there were 1,805,462 shares available for the grant of awards under the 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, 2024 is as follows:

A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2024 is as follows:

Options Weighted-

4 unchanged sentences

999,500 $ 13.31

Grants 50,000 9.76

Expirations ( 252,000 ) 18.68

Options outstanding, June 30, 2024

Options outstanding, September 30, 2024 (1)

812,500 11.34 5.0 $ 36

Options exercisable, June 30, 2024

Options exercisable, September 30, 2024

674,500 $ 11.78 4.3 $ 13

1 unchanged sentence

Weighted-average years expected to be recognized over 1.6

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 June 30, 2024.

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, 2024 and the exercise price.

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

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, 2024 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, 2024 is as follows:

A summary of the Company’s restricted stock activity and related information for the nine months ended September 30, 2024 is as follows:

Shares Weighted-

5 unchanged sentences

Cancellations ( 9,150 ) 10.01

Non-vested restricted shares, June 30, 2024

Non-vested restricted shares, September 30, 2024

595,152 $ 9.46

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, 2024 was $ 2.8 million.

The total fair value of restricted stock that vested during the nine months ended September 30, 2024 was $ 2.8 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.

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

The number of shares of common stock earned will be determined based on the attainment of specified performance goals at the end

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

A summary of the Company’s performance-based award activity and related information for the six months ended June 30, 2024 is as follows:

September 30, 2024

of the performance period, as determined by the Compensation Committee of the Board.

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, 2024 is as follows:

average grant

4 unchanged sentences

Cancellations ( 24,315 ) 13.23

Non-vested performance-based awards, June 30, 2024

Non-vested performance-based awards, September 30, 2024

530,444 $ 8.96

4 unchanged sentences

Therefore, no compensation expense has been recorded on these awards.

The total fair value of performance-based awards that vested during the six months ended June 30, 2024 was $ 1.5 million.

The total fair value of performance-based awards that vested during the nine months ended September 30, 2024 was $ 1.5 million.

Cash-settled performance-based awards

2 unchanged sentences

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

A summary of the Company’s cash-settled performance-based awards activity and related information for the six months ended June 30, 2024 is as follows:

A summary of the Company’s cash-settled performance-based awards activity and related information for the nine months ended September 30, 2024 is as follows:

Cash-settled performance-based awards (1)

2 unchanged sentences

Cancellations ( 1,419 ) 6.77

Non-vested cash-settled performance-based awards, June 30, 2024

Non-vested cash-settled performance-based awards, September 30, 2024

82,192 $ 6.54

4 unchanged sentences

Therefore, no compensation expense has been recorded on these awards.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

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

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Stock Compensation Expense Components 2024 2023 2024 2023

4 unchanged sentences

Total Stock Compensation Expense $ 1,042 $ 898 $ 2,886 $ 2,770

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

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 — 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 loss per common share for the three and six months ended June 30, 2024 and 2023 are as follows:

The calculations of basic and diluted income (loss) per common share for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands, except per share amounts)

Net loss – Basic and Diluted

Net income (loss) – Basic and Diluted

$ 344 $ 4,206 $ ( 24,083 ) $ ( 11,119 )

3 unchanged sentences

Weighted-average shares outstanding – Diluted 21,610 21,293 21,454 21,188

Basic loss per common share

Basic income (loss) per common share

$ 0.02 $ 0.20 $ ( 1.12 ) $ ( 0.52 )

Diluted loss per common share

Diluted income (loss) per common share

$ 0.02 $ 0.20 $ ( 1.12 ) $ ( 0.52 )

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

NOTE 10— INCOME TAXES

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 $ 1.2 million and income tax benefit of $ 0.1 million for the three and six months ended June 30, 2023, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax provision rate of 212.3 % and income tax benefit rate of 1.6 %, respectively.

The effective tax rate for the three months ended June 30, 2023 differs from the federal statutory income tax rate of 21.0 % primarily due to state and local tax expense, 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, partially offset by a benefit for federal credits.

The effective tax rate for the six months ended June 30, 2023 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.

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.

Income tax provision of $ 3.0 million and $ 2.9 million for the three and nine months ended September 30, 2023, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax provision rate of 36.5 % and 197.0 %, respectively.

The effective tax rate for the three months ended September 30, 2023 differs from the federal statutory income tax rate of 21.0 % primarily due to foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

The effective tax rate for the nine months ended September 30, 2023 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, 2024 and June 30, 2023.

There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three-month periods ended September 30, 2024 and September 30, 2023.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

NOTE 11 – BUSINESS SEGMENTS

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

13 unchanged sentences

Total depreciation and amortization $ 6,408 $ 4,821 $ 16,241 $ 14,616

September 30,

2024 December 31,

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

NOTE 12 — CONTINGENCIES

3 unchanged sentences

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.

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 organic compounds 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.

5 unchanged sentences

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.

In order to protect the health of its employees and continue its business operations, WSPR has implemented corrective action measures to respond to 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.

2 unchanged sentences

The EPA’s total net present worth estimated cost for its selected remedy is $ 7.3 million.

In February 2017, the EPA indicated that it planned to expand its field investigation for the RI/FS to a second operable unit (“OU-2”) to 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.

In February 2017, the EPA indicated that it planned to expand its field investigation for the RI/FS to a second operable unit (“OU-2”) to determine the nature and extent of the groundwater damage at and from the Site and to determine the nature of the remedial action needed to address the damage.

The EPA requested access to the property occupied by WSPR to install monitoring wells and to undertake groundwater sampling as part of this expanded investigation.

WSPR consented to the EPA’s access request, provided that the EPA received 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.

The EPA has also issued notices of potential liability to a number of other entities affiliated with the Site, which used the organic compounds of concern.

In December 2018, the Company, WSPR, and other identified potentially responsible parties affiliated with the Site entered into tolling agreements with the U.S.

7 unchanged sentences

WSPR has 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 (“Consent Decree”).

On July 26, 2023, the U.S.

Government filed a complaint in United States District Court for the District of Puerto Rico for the purpose of seeking judicial approval of the Consent Decree.

As required by

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

applicable regulations, the U.S.

Government simultaneously lodged the Consent Decree for public comment.

Government filed a complaint in United States District Court for the District of Puerto Rico for the purpose of seeking judicial approval of the Decree.

As required by applicable regulations, the U.S.

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 to Enter the Consent Decree, which the court granted on December 1, 2023, thereby effectuating the Consent Decree.

Government filed a Motion

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

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 Consent Decree.

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

The Company has 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.

16 unchanged sentences

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 $ 0.1 million.

In such event, it is reasonably possible that additional penalties could be assessed, depending upon the level of culpability found, of up to $ 0.3 million for negligence and up to $ 0.6 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.

In the third quarter of fiscal 2024, the statute of limitations has expired for the collection of nearly all of the duties and penalties related to this matter.

At this time, the Company considers any potential losses related to this matter would not have a material adverse effect on the Company’s results of operations.

The Company is, from time to time, involved in other legal proceedings.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

NOTE 13 — OTHER

Cash dividends

Dividends declared in the six months ended June 30, 2024 were as follows:

Dividends declared in the nine months ended September 30, 2024 were as follows:

Dividend per share Date declared Date of record Payment date

1 unchanged sentence

$ 0.0425 6/20/2024 8/1/2024 8/15/2024

During the six months ended June 30, 2024, the Company paid dividends of $ 2.0 million.

This included payments made on February 15, 2024 and May 15, 2024 of $ 0.9 million and $ 0.9 million to stockholders of record on February 1, 2024 and May 1, 2024, and payments of $ 0.2 million for dividends payable upon the vesting of restricted shares and performance shares.

In the three months ended June 30, 2024, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on August 15, 2024.

On August 6, 2024, the Board declared a quarterly dividend of 0.0425 per share of common stock payable on November 15, 2024 to stockholders of record on November 1, 2024.

$ 0.0425 8/6/2024 11/1/2024 11/15/2024

During the nine months ended September 30, 2024, the Company paid dividends of $ 2.9 million.

This included payments made on February 15, 2024, May 15, 2024 and August 15, 2024 of $ 0.9 million, $ 0.9 million and $ 0.9 million to stockholders of record on February 1, 2024, May 1, 2024 and August 1, 2024 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, 2024, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on November 15, 2024.

On November 5, 2024, the Board declared a quarterly dividend of $ 0.0425 per share of common stock payable on February 14, 2025 to stockholders of record on January 31, 2025.

Stock repurchase program

1 unchanged sentence

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

No repurchases were effected during the six months ended June 30, 2024.

As of June 30, 2024, the remaining dollar amount available for repurchases under the Board authorized plan was $ 11.1 million.

No repurchases were effected during the nine months ended September 30, 2024.

As of September 30, 2024, the remaining dollar amount available for repurchases under the Board 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, 2024

September 30, 2024

Components of accumulated other comprehensive loss, net

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss (1)

14,152 — 14,152 —

Net change in translation adjustment 872 ( 1,242 ) 15,117 1,556

Balance at end of period $ ( 17,497 ) $ ( 34,516 ) $ ( 17,497 ) $ ( 34,516 )

Accumulated deferred gains (losses) on cash flow hedges:

Accumulated deferred losses on cash flow hedges:

Balance at beginning of period $ 89 $ ( 530 ) $ ( 134 ) $ 923

Change in unrealized gains (losses)

Change in unrealized (losses) gains

( 235 ) 254 ( 163 ) ( 257 )

17 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