LIFETIME BRANDS, INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of December 31, 2024, that the Company’s controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer of the Company, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Controls There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and acquisitions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and 44 Table of Contents • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2024 was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report. 45 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lifetime Brands, Inc. Opinion on Internal Control Over Financial Reporting We have audited Lifetime Brands, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Lifetime Brands, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated March 13, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Jericho, New York March 13, 2025 46 Table of Contents Item 9B. Other Information Rule 10b5-1 Trading Plans None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2024. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Items 10, 11, 12, 13 and 14 The information required under these items is contained in the Company’s 2025 Proxy Statement, which will be filed with the SEC within 120 days after the close of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference. The Company has adopted insider trading policies and procedures regarding securities transactions (the “Insider Trading Policy”) that apply to all officers, directors, employees, consultants and contractors of the Company and its subsidiaries, as well as the Company itself. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company’s securities, as well as the applicable rules and regulations of Nasdaq. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K. PART IV Item 15. Exhibits and Financial Statement Schedules (a) See Financial Statements and Financial Statement Schedule on page F-1. (b) Exhibits: Exhibit Index No. Description 2.1 Agreement and Plan of Merger, dated as of December 22, 2017, by and among the Company, TPP Acquisition I Corp., TPP Acquisition II LLC, Taylor Parent, LLC, Taylor Holdco, LLC, and CP Taylor GP, LLC. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 29, 2017) Holdco, LLC, and CP Taylor GP, LLC. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 29, 2017) 3.1 Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005) 3.2 Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 10, 2016) 3.3 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 8, 2016) 4.1 Description of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019) 10.1 License Agreement dated December 14, 1989 between the Company and Farberware, Inc. (incorporated by reference to the Company’s registration statement No. 33-40154 on Form S-1)(P) 10.2 Fourth Amended and Restated Employment Agreement, dated as of June 27, 2019, between the Company and Jeffrey Siegel (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 28, 2019) 47 Table of Contents 10.3 First Amendment to the Fourth Amended and Restated Employment Agreement, dated as of October 11, 2019, between the Company and Jeffrey Siegel (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed October 15, 2019) * 10.4 Transition Agreement, dated as of November 1, 2022, by and among the Company and Jeffrey Siegel (incorporated by reference to Exhibit 10.3 to the Company's quarter report on Form 10-Q for the quarter ended September 30, 2022). 10.5 Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Daniel Siegel, effective April 13, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020) 10.6 Lease Agreement, dated as of May 10, 2006, between AG Metropolitan Endo, L.L.C and the Company for the property located at 1000 Stewart Avenue in Garden City, New York (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed May 15, 2006) 10.7 First Amendment to the Lease Agreement, dated as of September 26, 2006, between AG Metropolitan Endo, L.L.C and the Company for the property located at 1000 Stewart Avenue in Garden City, New York (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006) 10.8 Amended and Restated 2000 Long-Term Incentive Plan, dated June 28, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2018) 10.9 Form of Restricted Stock Award Agreement under the Amended and Restated 2000 Long-term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 10, 2015) 10.10 Form of Deferred Stock (Performance-Vesting) Award Agreement under the Amended and Restated 2000 Long-term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 10, 2015)* 10.11 Amended and Restated 2000 Incentive Bonus Compensation Plan, effective as of June 22, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 23, 2017) 10.12 Amended and Restated 2000 Long-Term Incentive Plan, effective as of June 25, 2020 (filed as Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 29, 2020 and incorporated by reference herein) 10.13 Amended and Restated 2000 Long-Term Incentive Plan, effective as of June 23, 2022 (filed as Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 28, 2022 and incorporated by reference herein) 10.14 Amended and Restated 2000 Long-Term Incentive Plan, effective as of June 20, 2024 (filed as Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 25, 2024 and incorporated by reference herein) 10.15 Amended and Restated Employment Agreement, dated September 10, 2015, between the Company and Laurence Winoker (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 16, 2015) 10.16 Amendment to the Amended and Restated Employment Agreement, dated November 8, 2017, between the Company and Laurence Winoker (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017) 10.17 Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Laurence Winoker, effective April 13, 2020 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020) 10.18 Third Amendment to the Amended and Restated Employment Agreement, dated as of August 1, 2022, between the Company and Laurence Winoker (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2022) 10.19 Fourth Amendment to the Amended and Restated Employment Agreement, dated as of March 8, 2023, by and between the Company and Laurence Winoker (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) 10.20 Fifth Amendment to the Amended and Restated Employment Agreement, dated as of November 8, 2023, by and between the Company and Laurence Winoker (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023) 48 Table of Contents 10.21 Shares Subscription Agreement by and among the Company, Ekco, S.A.B. and Mr. José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando, dated as of June 8, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed June 11, 2007) 10.22 Amendment No. 1 dated September 5, 2007 to the Shares Subscription Agreement by and among the Company, Ekco, S.A.B. and Mr. José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008) 10.23 Amendment No. 2 dated September 25, 2008 to the Shares Subscription Agreement by and among the Company, Ekco, S.A.B. and Mr. José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008) 10.24 Employment Agreement, dated as of November 8, 2017, between the Company and Daniel Siegel (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017) 10.25 Amendment to the Employment Agreement, dated as of October 11, 2019, between the Company and Daniel Siegel (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed October 15, 2019) 10.26 Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Daniel Siegel, effective April 13, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020) 10.27 Second Amendment, dated February 1, 2021, to the Employment Agreement, dated as of November 8, 2017, by and between Lifetime Brands, Inc. and Daniel Siegel (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 1, 2021) 10.28 Third Amendment, dated March 8, 2023, to the Employment Agreement, dated as of November 8, 2017, by and between Lifetime Brands, Inc. and Daniel Siegel (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) 10.29 Fourth Amendment to the Employment Agreement, dated as of November 8, 2023, by and between the Company and Daniel Siegel (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023) 10.30 Form of Amended and Restated Director’s and Officer’s Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 28, 2016) 10.31 Receivables Purchase Agreement, dated as of September 30, 2016 by and among the Company, as a Seller and as a Seller Agent and initial Servicer, for itself and each of its subsidiaries thereto as a Seller, and HSBC Bank USA, National Association, as Purchaser (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 4, 2016) 10.32 Lease Agreement (Single Tenant Facility), dated as of February 14, 2017 between Baseline Opportunity LLC and Lifetime Brands Inc. for property located at 1221 North Alder Avenue, Rialto, California (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017) 10.33 Voting Agreement, dated as of December 22, 2017, by and among Taylor Parent, LLC, and Jeffrey Siegel, Ronald Shiftan, Daniel Siegel and Clifford Siegel (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 29, 2017) 10.34 Employment Agreement, dated as of December 22, 2017, between the Company and Robert B. Kay (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 29, 2017) 10.35 Amendment to the Employment Agreement, dated as of October 11, 2019, between the Company and Robert B. Kay (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 15, 2019) 10.36 Letter Agreement Amending and Supplementing Employment Agreement between Lifetime Brands, Inc. and Robert B. Kay, effective April 13, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020) 10.37 Second Amendment, dated February 1, 2021, to the Employment Agreement, dated as of December 22, 2017, by and between Lifetime Brands, Inc. and Robert Kay (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 1, 2021) 10.38 Third Amendment, dated March 8, 2023, to the Employment Agreement, dated as of December 22, 2017, by and between Lifetime Brands, Inc. and Robert Kay (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) 10.39 Stockholders Agreement, dated as of March 2, 2018, between the Company and Taylor Parent, LLC (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed March 6, 2018) 49 Table of Contents 10.40 Amendment to Stockholders Agreement, dated as of October 11, 2019, between the Company and Taylor Parent, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 15, 2019) 10.41 Second Amendment, dated October 19, 2023, to that certain Stockholders Agreement, dated as of March 2, 2018, by and between Lifetime Brands, Inc. and Taylor Parent, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023) 10.42 Letter Agreement and Joinder, dated as of November 9, 2018, by and among the Company, Taylor Parent, LLC and Centre Capital Investors V, LP. (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed November 15, 2018) 10.43 Credit Agreement, dated as of March 2, 2018, by and among the Company, the other Borrowers from time to time party thereto, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K filed March 6, 2018) 10.44 Amendment No. 1, dated as of December 28, 2021, by and among the Company, the other Loan Parties party thereto (as defined therein), and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K filed December 29, 2021) 10.45 Amendment No. 2, dated as of August 26, 2022, by and among the Company, the other Loan Parties party thereto (as defined therein), and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K filed August 29, 2022) 10.46 Loan Agreement, dated as of March 2, 2018, by and among the Company, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Golub Capital LLC, as Syndication Agent. (incorporated by reference to Exhibit 10.03 to the Company’s Current Report on Form 8-K filed March 6, 2018) 10.47 Amendment No. 1, dated as of December 29, 2022, by and among the Company, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Golub Capital LLC, as Syndication Agent. (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed January 3, 2023) 10.48 Amendment No. 2, dated as of November 14, 2023, by and among the Company, the other Loan Parties party thereto (as defined therein), and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 15, 2023) 10.49 Amendment No.1 to the Receivables Purchase Agreement, dated as of October 9, 2020 by and among the Company, as a Seller and as a Seller Agent and initial Servicer, for itself and each of its subsidiaries thereto as a Seller, and HSBC Bank USA, National Association, as Purchaser (incorporated by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020) 10.50 Amendment No.2 to the Receivables Purchase Agreement, dated as of January 6, 2023 by and among the Company, as a Seller and as a Seller Agent and initial Servicer, for itself and each of its subsidiaries thereto as a Seller, and HSBC Bank USA, National Association, as Purchaser (incorporated by reference to Exhibit 10.45 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) 10.51 Amendment No.3 to the Receivables Purchase Agreement, dated as of December 21, 2023 by and among the Company, as a Seller and as a Seller Agent and initial Servicer, for itself and each of its subsidiaries thereto as a Seller, and HSBC Bank USA, National Association, as Purchaser (incorporated by reference to Exhibit 10 .50 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 202 3 ) 10.52 Amendment No.4 to the Receivables Purchase Agreement, dated as of February 23, 2024 by and among the Company, as a Seller and as a Seller Agent and initial Servicer, for itself and each of its subsidiaries thereto as a Seller, and HSBC Bank USA, National Association, as Purchaser ( inc orporated by reference to Exhibit 10.51 to the Company ’ s Annual Report on Form 10-K for the year en ded D ecem ber 31, 2023) 10.53 Amendment to Option Grant Certificates, dated as of March 8, 2023 by and among the Company and Jeffrey Siegel (incorporated by reference to Exhibit 10.46 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) 10.54+ Lease Agreement, dated January 23, 2025, by and between the Company and CRP/TCC Rhoton Owner LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 29, 2025) 10.55* Amendment Agreement No.6, dated as of March 13, 2025 to the Shares Subscription Agreement by and among the Company, Grupo Vasconia, S.A.B. and Mr. José Ramón Elizondo Anaya and Mr. Miguel Ángel Huerta Pando 19.1* Insider Trading Policy 21.1* Subsidiaries of the Company 50 Table of Contents 23.1* Consent of Ernst & Young LLP 23.2* Consent of Castillo Miranda Y Compania, S.C. 31.1* Certification by Robert B. Kay, Chief Executive Officer and Director, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification by Laurence Winoker, Executive Vice President – Finance, Treasurer and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification by Robert B. Kay, Chief Executive Officer and Director, and Laurence Winoker, Executive Vice President – Finance, Treasurer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (**) 97.1 Compensation Recoupment Policy of Lifetime Brands, Inc. (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023) 99.1* Report of Independent Registered Accounting Firm on the consolidated financial statements of Grupo Vasconia, S.A.B. (formerly Ekco, S.A.B.) 101.INS* Inline XBRL Instance Document (the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL Notes to exhibits: (*) Filed herewith. (**) Furnished herewith. + Portions of this exhibit are redacted in accordance with Regulation S-K Item 601(b)(10)(iv). 51 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Lifetime Brands, Inc. /s/ Robert B. Kay Robert B. Kay Chief Executive Officer and Director Date: March 13, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert B. Kay Chief Executive Officer and Director March 13, 2025 Robert B. Kay (Principal Executive Officer) /s/ Laurence Winoker Executive Vice President March 13, 2025 Laurence Winoker Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Jeffrey Siegel Chairman of the Board of Directors March 13, 2025 Jeffrey Siegel /s/ Jeffrey Herbert Evans Director March 13, 2025 Jeffrey Herbert Evans /s/ Rachael Jarosh Director March 13, 2025 Rachael Jarosh /s/ Cherrie Nanninga Director March 13, 2025 Cherrie Nanninga /s/ Craig Phillips Director March 13, 2025 Craig Phillips /s/ Veronique Gabai-Pinsky Director March 13, 2025 Veronique Gabai-Pinsky /s/ Bruce Pollack Director March 13, 2025 Bruce Pollack /s/ Michael J. Regan Director March 13, 2025 Michael J. Regan /s/ Michael Schnabel Director March 13, 2025 Michael Schnabel 52 Table of Contents Item 15 LIFETIME BRANDS, INC. LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE The following consolidated financial statements of Lifetime Brands, Inc. are filed as part of this Annual Report under Item 8 – Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the Years ended December 31, 2024, 2023, and 2022 F- 5 Consolidated Statements of Comprehensive Income ( Loss ) for the Years ended December 31, 2024, 2023, and 2022 F- 6 Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2024, 2023, and 2022 F- 7 Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023, and 2022 F- 8 Notes to Consolidated Financial Statements F- 9 The following consolidated financial statement schedule of Lifetime Brands, Inc. required pursuant to Item 15(a) is submitted herewith: Schedule II – Valuation and Qualifying Accounts S- 1 All other financial schedules are not required under the related instructions or are inapplicable, and therefore have been omitted. F -1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Lifetime Brands, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lifetime Brands, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss) , stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and for 2023 and 2022 the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We did not audit the 2023 or 2022 financial statements of Grupo Vasconia, S.A.B. and Subsidiaries, a corporation in which the Company has a 24.7% interest. In the consolidated financial statements, the Company’s investment in Grupo Vasconia, S.A.B. and Subsidiaries is stated at $1.8 million as of December 31, 2023, and the Company’s equity in losses of Grupo Vasconia, S.A.B. and Subsidiaries is stated at $ 5.8 million in 2023 and $ 3.3 million in 2022. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Grupo Vasconia, S.A.B. and Subsidiaries, is based solely on the report of the other auditors. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 13, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Estimation of Variable Consideration Description of the Matter For the year ended December 31, 2024, the Company reported net sales of $683.0 million. As described in Note 2 to the consolidated financial statements, the Company offers various contractual and non-contractual sales incentives and promotional programs to its customers in the normal course of business. These sales incentives and promotions represent variable consideration and are reflected as reductions in net sales in the Company’s consolidated statements of operations. Sales incentives and promotions that are non-contractual require the Company to estimate the amount of variable consideration based on historical experience and other known factors. F -2 Table of Contents Auditing the Company’s measurement of the variable consideration associated with the non-contractual sales incentives and promotions is challenging because the method of calculation involves subjective management assumptions about estimates of the expected discounts. For example, in addition to historical experience, the Company considers specific known events and industry trends to estimate the expected discounts. Changes in these assumptions can have a material effect on the amount of net sales recognized. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the estimation of variable consideration. Among others, we tested management’s review controls over the determination of significant assumptions used in estimating the variable consideration. We also tested controls over management’s review of the completeness and accuracy of the underlying data used in the analysis. To test the Company’s measurement of variable consideration related to the non-contractual sales incentives and promotions, our audit procedures included, among others, evaluating the Company’s methodologies, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used in management's analyses. We inspected a selection of communications between the sales and finance departments that were used to support the estimation of the variable consideration. For a sample of transactions, we performed detailed transactional testing of customer deductions to validate the timing and amount of the sales allowances recorded. We performed corroborative inquiries of sales division executives to evaluate the ongoing sales promotions and spending needs at year end. Additionally, we performed retrospective analyses over management’s historical estimates in order to assess the reasonableness of how the Company measures certain variable consideration discounts. Goodwill – Quantitative Impairment Assessment Description of the Matter As of December 31, 2024, the Company’s intangible asset balance includes goodwill of $33.2 million. As discussed in Note 6, the Company’s goodwill is assessed annually for impairment using either a qualitative or quantitative approach as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Auditing management’s quantitative impairment test for goodwill was complex and judgmental due to the measurement uncertainty in estimating the fair value of the reporting unit. Specifically, the fair value estimate of the Company’s U.S. reporting unit was sensitive to assumptions including projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”), and the cost of capital. These assumptions are forward-looking and are affected by such factors as future market or economic conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s valuation of the reporting unit. This included testing management’s review controls relating to the Company’s valuation models and significant assumptions, described above. As part of our audit, we assessed the methodologies and significant assumptions used for the purposes of performing the impairment tests, among other procedures. We evaluated our historical experience with management’s effort in producing accurate projections of revenue growth and profitability by comparing its historical projections to the Company’s actual performance. We tested the significant assumptions discussed above, as well as the completeness and accuracy of the underlying data used in the valuations. We assessed the appropriateness of the Company’s projections by comparing them to market expectations. We engaged our valuation specialists to assess the reasonableness of the cost of capital, the valuation models and significant assumptions used in the valuation of the U.S. reporting unit. In order to reflect the uncertainty inherent in the projections, we inspected the sensitivity analyses performed by the Company and performed our own sensitivity analyses by adjusting the significant assumptions and evaluated the potential outcome for the U.S. reporting unit. In addition, we tested the reconciliation of the fair value of the reporting units developed by management to the stock market capitalization of the Company as of the valuation date and evaluated the implied control premium for reasonableness. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1984. Jericho, New York March 13, 2025 F -3 Table of Contents LIFETIME BRANDS, INC. CONSOLIDATED BALANCE SHEETS (in thousands - except share data) December 31, 2024 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,929 $ 16,189 Accounts receivable, less allowances of $ 14,093 at December 31, 2024 and $ 15,952 at December 31, 2023 156,743 155,180 Inventory 202,408 188,647 Prepaid expenses and other current assets 11,488 16,339 TOTAL CURRENT ASSETS 373,568 376,355 PROPERTY AND EQUIPMENT, net 15,049 16,970 OPERATING LEASE RIGHT-OF-USE ASSETS 59,571 69,756 INVESTMENTS — 1,826 INTANGIBLE ASSETS, net 183,527 199,133 OTHER ASSETS 2,595 3,102 TOTAL ASSETS $ 634,310 $ 667,142 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Current maturity of term loan $ 4,891 $ 4,742 Accounts payable 60,029 54,154 Accrued expenses 70,848 78,356 Income taxes payable 830 641 Current portion of operating lease liabilities 15,145 14,075 TOTAL CURRENT LIABILITIES 151,743 151,968 OTHER LONG-TERM LIABILITIES 15,955 9,126 INCOME TAXES PAYABLE, LONG-TERM 706 1,493 OPERATING LEASE LIABILITIES 56,740 70,009 DEFERRED INCOME TAXES 5,601 7,438 REVOLVING CREDIT FACILITY 42,693 60,395 TERM LOAN 130,949 135,834 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 December 31, 2024 and 2023; shares issued and outstanding: 22,155,735 at December 31, 2024 and 21,813,266 at December 31, 2023 222 218 Paid-in capital 280,566 277,728 Accumulated deficit ( 32,550 ) ( 13,568 ) Accumulated other comprehensive loss ( 18,315 ) ( 33,499 ) TOTAL STOCKHOLDERS’ EQUITY 229,923 230,879 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 634,310 $ 667,142 See Notes to consolidated financial statements. F -4 Table of Contents LIFETIME BRANDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands – except per share data) Year Ended December 31, 2024 2023 2022 Net sales $ 682,952 $ 686,683 $ 727,662 Cost of sales 422,249 432,044 467,346 Gross margin 260,703 254,639 260,316 Distribution expenses 73,810 69,194 74,948 Selling, general and administrative expenses 159,809 152,648 154,545 Restructuring expenses — 856 1,420 Wallace facility remediation expense — — 5,140 Income from operations 27,084 31,941 24,263 Interest expense ( 22,208 ) ( 21,728 ) ( 17,205 ) Mark to market (loss) gain on interest rate derivatives ( 466 ) ( 499 ) 1,971 Gain on extinguishments of debt, net — 761 — Loss on equity securities ( 14,152 ) — — (Loss) income before income taxes and equity in losses ( 9,742 ) 10,475 9,029 Income tax provision ( 3,331 ) ( 6,222 ) ( 5,728 ) Equity in losses, net of taxes ( 2,092 ) ( 12,665 ) ( 9,467 ) NET LOSS $ ( 15,165 ) $ ( 8,412 ) $ ( 6,166 ) BASIC LOSS PER COMMON SHARE $ ( 0.71 ) $ ( 0.40 ) $ ( 0.29 ) DILUTED LOSS PER COMMON SHARE $ ( 0.71 ) $ ( 0.40 ) $ ( 0.29 ) See Notes to consolidated financial statements. F -5 Table of Contents LIFETIME BRANDS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2024 2023 2022 Net loss $ ( 15,165 ) $ ( 8,412 ) $ ( 6,166 ) Other comprehensive income (loss), net of tax: Net change in translation adjustment 14,230 3,458 ( 4,320 ) Net change in cash flow hedges 381 ( 1,057 ) 845 Effect of retirement benefit obligations 573 ( 46 ) 1,170 Other comprehensive income (loss), net of taxes 15,184 2,355 ( 2,305 ) Comprehensive income (loss) $ 19 $ ( 6,057 ) $ ( 8,471 ) See Notes to consolidated financial statements. F -6 Table of Contents LIFETIME BRANDS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common stock Paid-in capital Retained earnings (accumulated deficit) Accumulated other comprehensive loss Shares Amount Total BALANCE AT DECEMBER 31, 2021 22,018 $ 220 $ 271,556 $ 17,419 $ ( 33,549 ) $ 255,646 Net loss — — — ( 6,166 ) — ( 6,166 ) Other comprehensive loss, net of tax — — — — ( 2,305 ) ( 2,305 ) Performance shares issued to employees 167 2 ( 2 ) — — — Net issuance of restricted shares granted to employees and directors 260 3 ( 3 ) — — — Stock compensation expense — — 3,861 — — 3,861 Net exercise of stock options 25 — 233 — — 233 Shares effectively repurchased for required employee withholding taxes ( 93 ) ( 1 ) ( 1,066 ) — — ( 1,067 ) Stock repurchase ( 597 ) ( 6 ) — ( 6,314 ) — ( 6,320 ) Dividends (1) — — — ( 3,794 ) — ( 3,794 ) BALANCE AT DECEMBER 31, 2022 21,780 $ 218 $ 274,579 $ 1,145 $ ( 35,854 ) $ 240,088 Net loss — — — ( 8,412 ) — ( 8,412 ) Other comprehensive income, net of tax — — — — 2,355 2,355 Performance shares issued to employees 120 1 ( 1 ) — — — Net issuance of restricted shares granted to employees and directors 325 3 ( 3 ) — — — Stock compensation expense — — 3,690 — — 3,690 Shares effectively repurchased for required employee withholding taxes ( 92 ) ( 1 ) ( 537 ) — — ( 538 ) Stock repurchase ( 320 ) ( 3 ) — ( 2,536 ) — ( 2,539 ) Dividends (1) — — — ( 3,765 ) — ( 3,765 ) BALANCE AT DECEMBER 31, 2023 21,813 $ 218 $ 277,728 $ ( 13,568 ) $ ( 33,499 ) $ 230,879 Net loss — — — ( 15,165 ) — ( 15,165 ) Other comprehensive income, net of tax — — — — 15,184 15,184 Performance shares issued to employees 152 2 ( 2 ) — — — Net issuance of restricted shares granted to employees and directors 302 3 ( 3 ) — — — Stock compensation expense — — 3,924 — — 3,924 Shares effectively repurchased for required employee withholding taxes ( 111 ) ( 1 ) ( 1,081 ) — — ( 1,082 ) Dividends (1) — — — ( 3,817 ) — ( 3,817 ) BALANCE AT DECEMBER 31, 2024 22,156 $ 222 $ 280,566 $ ( 32,550 ) $ ( 18,315 ) $ 229,923 (1) Cash dividend declared per share of common stock, were $ 0.17 , $ 0.17 and $ 0.17 in 2022, 2023 and 2024, respectively. See Notes to consolidated financial statements. F -7 Table of Contents LIFETIME BRANDS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 OPERATING ACTIVITIES Net loss $ ( 15,165 ) $ ( 8,412 ) $ ( 6,166 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 22,314 19,571 19,536 Amortization of financing costs 2,859 1,968 1,809 Mark to market loss (gain) on interest rate derivatives 466 499 ( 1,971 ) Operating leases, net ( 2,010 ) ( 1,889 ) ( 1,483 ) Provision for doubtful accounts 950 2,116 662 Deferred income taxes ( 2,039 ) ( 2,130 ) ( 3,825 ) Stock compensation expense 3,920 3,687 3,846 Equity in losses, net of taxes 2,092 12,665 9,467 Contingent consideration fair value adjustment — ( 650 ) — Gain on extinguishments of debt, net — ( 761 ) — Loss on equity securities 14,152 — — Wallace facility remediation expense — — 5,140 Changes in operating assets and liabilities (excluding the effects of business acquisitions) Accounts receivable ( 3,206 ) ( 14,972 ) 33,889 Inventory ( 14,557 ) 35,428 47,443 Prepaid expenses, other current assets and other assets 5,200 ( 1,833 ) ( 2,447 ) Accounts payable, accrued expenses and other liabilities 4,185 10,846 ( 81,365 ) Income taxes payable ( 592 ) 298 ( 216 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 18,569 56,431 24,319 INVESTING ACTIVITIES Purchases of property and equipment ( 2,227 ) ( 2,801 ) ( 2,975 ) Acquisition — — ( 17,956 ) NET CASH USED IN INVESTING ACTIVITIES ( 2,227 ) ( 2,801 ) ( 20,931 ) FINANCING ACTIVITIES Proceeds from revolving credit facility 268,209 162,391 276,288 Repayments of revolving credit facility ( 285,264 ) ( 113,530 ) ( 265,662 ) Proceeds from Term Loan — 55,991 — Repayments of Term Loan ( 7,500 ) ( 149,540 ) ( 6,216 ) Payment of financing costs — ( 9,537 ) ( 1,021 ) Payments for finance lease obligations ( 45 ) ( 27 ) ( 32 ) Payments of tax withholding for stock based compensation ( 1,081 ) ( 537 ) ( 1,067 ) Proceeds from the exercise of stock options — — 233 Payments for stock repurchase — ( 2,539 ) ( 6,320 ) Cash dividends paid ( 3,809 ) ( 3,734 ) ( 3,820 ) NET CASH USED IN FINANCING ACTIVITIES ( 29,490 ) ( 61,062 ) ( 7,617 ) Effect of foreign exchange on cash ( 112 ) 23 ( 155 ) DECREASE IN CASH AND CASH EQUIVALENTS ( 13,260 ) ( 7,409 ) ( 4,384 ) Cash and cash equivalents at beginning of year 16,189 23,598 27,982 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,929 $ 16,189 $ 23,598 See Notes to consolidated financial statements. F -8 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES Organization and business 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 consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial information and with the instructions to Form 10-K. The accompanying consolidated financial statements include estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with U.S. GAAP. The most significant of these estimates and assumptions relate to revenue recognition, allowances for doubtful accounts, reserves for sales returns and allowances and customer chargebacks, inventory mark-down provisions, impairment of goodwill, intangible assets and long-lived assets, stock-based compensation expense, derivative valuations, accruals related to the Company’s tax positions and tax valuation allowances. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Risk and uncertainties The Company’s current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from expectations, which could materially affect the Company’s results of operations and financial position. Foreign currency The Company has certain foreign subsidiaries in which the functional currency is the local currency. Foreign currency denominated assets and liabilities at these subsidiaries are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses are translated into U.S. dollars at average exchange rates for the relevant period. Income and losses resulting from translation are recorded as a cumulative translation adjustment in accumulated other comprehensive income (loss). The Company and its foreign subsidiaries conduct business in currencies other than their respective functional currencies. Transactions are remeasured to the subsidiaries’ functional currency at the exchange rate in effect on the dates of such transactions. Foreign currency gains and losses relating to the differences between these recorded amounts and the functional currency equivalent actually received or paid are included within selling, general and administrative expenses. The foreign currency losses were $ 0.6 million $ 0.1 million, and $ 1.5 million for the years ended 2024, 2023, and 2022, respectively. 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. F -9 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 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 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, duties and tariffs, royalties and other product procurement related charges. Handling costs of products sold are also included in cost of sales. Distribution expenses Distribution expenses consist primarily of warehousing expenses and freight-out expenses. Advertising expenses Advertising expenses are expensed as incurred and are included in selling, general and administrative expenses. Advertising expenses were $ 7.8 million, $ 7.5 million and $ 6.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. Accounts receivable The Company periodically reviews the collectability of its accounts receivable and establishes allowances for estimated credit 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 expectations of current and future economic conditions. 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. Contractual deductions for incentives and promotions granted to customers such as cooperative advertising, are recorded as a reduction to accounts receivable at the time of the sale. These deductions are primarily fixed amounts, however, in certain cases, these deductions are not fixed and, therefore, the allowance is estimated based on currently available information and historical trends of deductions. The sales of accounts receivable, under the Company’s Receivable Purchase Agreement with HSBC, are reflected as a reduction of accounts receivable in the Company’s consolidated balance sheet at the time of sale and any related expense is included in selling, general and administrative expenses in the Company’s consolidated statements of operations. 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. Property and equipment Property and equipment is stated at cost. Equipment under finance leases is recorded at the present value of the total minimum lease payments. Property and equipment, other than leasehold improvements and equipment under finance leases, are depreciated using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over 30 years, machinery and equipment and computer hardware and software are depreciated over periods ranging from 3 years to 10 years. Leasehold improvements are amortized over the term of the lease or the estimated useful lives of the improvements, whichever is shorter. Equipment under finance leases are amortized over the shorter of the lease term or the assets’ useful lives. Advances paid towards the acquisition of property and equipment and the cost of property and equipment not ready for use before the end of the period are classified as construction in progress. Cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. F -10 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Concentration of credit risk The Company’s cash and cash equivalents are potentially subject to concentration of credit risk. The Company maintains cash with several financial institutions that, in some cases, is in excess of Federal Deposit Insurance Corporation insurance limits. Concentrations of credit risk with respect to trade accounts receivables is limited due to the large number of entities comprising the Company’s customer base, however the Company’s largest customers may account for a higher percentage of the outstanding balance. During the years ended December 31, 2024, 2023 and 2022, Wal-Mart Stores, Inc. (“Walmart”), accounted for 19 %, 21 % and 19 % of consolidated net sales, respectively. During the years ended December 31, 2024, 2023 and 2022, sales to Costco Wholesale Corporation (“Costco”) accounted for 11 %, 11 %, and 13 % of consolidated net sales. During the year ended December 31, 2024, 2023 and 2022, Amazon.com Inc., (“Amazon”), accounted for 13 %, 11 % and 11 % of consolidated net sales. Sales to Costco and Amazon are included in the Company’s U.S. and International segments. No other customers accounted for 10% or more of the Company’s sales during these periods. Fair value measurements Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, provides enhanced guidance for using fair value to measure assets and liabilities and establishes a common definition of fair value, provides a framework for measuring fair value under U.S. GAAP and expands disclosure requirements about fair value measurements. Fair value measurements included in the Company’s consolidated financial statements relate to the fair value of the Vasconia investment that use Level 3 unobservable inputs as described in NOTE 5 — EQUITY INVESTMENTS, the Company’s annual goodwill and other intangible asset impairment tests that use Level 3 unobservable inputs as described in NOTE 6 — GOODWILL AND INTANGIBLE ASSETS and derivatives that use Level 2 observable inputs as described in NOTE 8 — DERIVATIVES. 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 approximate fair value since such borrowings bear interest at variable market rates. Derivatives The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging. 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 are included in accumulated other comprehensive loss and are subsequently recognized in the Company’s consolidated statements of operations in the same period that the hedged items are recognized in earnings. Changes in fair value of derivatives that do not qualify as hedging instruments for accounting purposes are recorded in the 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 on October 1. 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 FASB’s ASC Topic 350, Intangibles – Goodwill and Other. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit exceed its carrying amount, then no further testing is performed for that reporting unit. 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. See NOTE 6 — GOODWILL AND INTANGIBLE ASSETS for further discussion regarding goodwill impairment. F -11 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. If the qualitative assessment determines that it is more likely than not that the fair value of the intangible asset is more than its carrying amount, then the Company concludes that the intangible asset is not impaired. If the Company does not choose to perform the qualitative assessment, or if the qualitative assessment determines that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, then the Company calculates the fair value of the intangible asset and compares it to the corresponding carrying value. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess carrying value over the fair value. See NOTE 6 — GOODWILL AND INTANGIBLE ASSETS for further discussion regarding indefinite-lived intangible asset impairment testing. 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. Income taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company accounts for foreign income taxes based upon anticipated reinvestment of profits into respective foreign tax jurisdictions. The Company applies the authoritative guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . In accordance with this guidance, tax positions must meet a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position. A valuation allowance is required to be established or maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. Share-based compensation The Company accounts for its share-based compensation arrangements in accordance with ASC Topic 718, Compensation: Stock-based Compensation, which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service period. Forfeitures are accounted for as they occur. The Company uses the Black-Scholes option valuation model to estimate the fair value of its stock options. The Black-Scholes option valuation model requires the input of subjective assumptions including the expected stock price volatility of the Company’s common stock and the risk-free interest rate. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options on the date of the option grant. Performance share awards are initially valued at the Company’s closing stock price on the date of grant. 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, as determined by the Compensation Committee of the Board of Directors, by the end of the performance period. Compensation expense for performance awards is recognized over the vesting period and will vary based on remeasurement during the performance period. If achievement of the performance metrics is not probable of achievement during the performance period, compensation expense is reversed. The awards are forfeited if the performance metrics are not achieved as of the end of the performance period. The performance share awards vest at the end of a three year period, as determined by the Compensation Committee. The Company bases the estimated fair value of restricted stock awards on the date of grant. The estimated fair value is determined based on the closing price of the Company’s common stock on the date of grant multiplied by the number of shares awarded. Compensation expense is recognized on a straight-line basis over the vesting period. Cash-settled performance-based awards represent the right to receive up to 150 % of the target number of deferred stock units with payment in cash equivalent to the value of one share of the Company’s common stock. The number of deferred stock units earned will F -12 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 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 cash-settled performance-based awards are subject to the terms and conditions of the Company’s Plan. Compensation expense for cash-settled performance-based awards is recognized over the vesting period and will vary based on remeasurement during the performance period. If achievement of the performance metrics is not probable of achievement during the performance period, compensation expense is reversed. The awards are forfeited if the performance metrics are not achieved as of the end of the performance period. The cash - settled performance-based awards are liability-classified awards and are recorded within accrued expenses and other long-term liabilities in the Company’s consolidated balance sheet. These awards are remeasured to fair value at the end of each reporting period until settlement. The cash-settled performance-based awards vest at the end of a three year period, as determined by the Compensation Committee. 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 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 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 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. Periods to extend the lease are included in the lease term when the Company is reasonably certain that the extension option would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability. 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 12 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. Generally, a liability has been incurred at the communication date for severance. During the year ended December 31, 2023, the Company incurred $ 0.8 million of restructuring expense in connection with the termination of the Company’s Executive Chairman as described below. In 2022, the Company’s international segment incurred $ 0.4 million of restructuring expenses related to severance associated with the reorganization of the International segment’s workforce. The reorganization was the result of the Company’s efforts to realign the management and operating structure of the European business in response to changing market conditions. In 2022, the Company’s U.S. segment incurred $ 0.4 million of restructuring expense in connection with the reorganization of the U.S. segment’s sales management structure. The payment was made in 2023. In 2022, the Company incurred $ 0.6 million of unallocated expense related to the termination payment with its Executive Chairman, Jeffrey Siegel. On November 1, 2022, the Company entered into a transition agreement with Jeffrey Siegel, which terminated his employment with the Company, effective March 31, 2023. The transition agreement amended Mr. Siegel’s employment agreement which was to expire on December 31, 2022. The employment agreement provided for a one-time payment, which was paid on April 7, F -13 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 2023. The one-time payment of $ 1.4 million, was recognized over the remaining employment period with $ 0.6 million recognized in the fourth quarter of 2022 and the remaining $ 0.8 million recognized in 2023. Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, certain taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and estimable. Adopted accounting pronouncements In December 2024, the Company adopted Accounting Standards Update No. (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements. The Company adopted this guidance on a retrospective basis and the adoption did not have a material impact on the Company’s consolidated financial statements. Refer to NOTE 12 — BUSINESS SEGMENTS. 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: This guidance is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. The new guidance is effective for public business entities for annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application is permitted. 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 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 $ 3.2 million, $ 2.7 million and $ 4.6 million for the years ended December 31, 2024, 2023 and 2022, 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 sales incentives and promotions represent variable consideration and are reflected as reductions in net sales in the Company’s consolidated statements of operations. 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 F -14 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 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 sales. The Company incurs certain direct incremental costs to obtain contracts with customers, such as sales-related commissions, 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 consolidated statement of operations. Incidental items that are immaterial in the context of the contract are expensed as incurred. The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the years ended December 31, 2024, 2023 and 2022 (in thousands). Year Ended December 31, 2024 2023 2022 (in thousands) U.S. segment Kitchenware $ 384,307 $ 386,681 $ 402,869 Tableware 132,762 138,258 148,775 Home Solutions 110,133 108,140 117,535 Total U.S. segment 627,202 633,079 669,179 International segment 55,750 53,604 58,483 Total net sales $ 682,952 $ 686,683 $ 727,662 Year ended December 31, 2024 2023 2022 (in thousands) United States $ 599,488 $ 599,146 $ 640,021 United Kingdom 35,555 34,959 38,210 Rest of World 47,909 52,578 49,431 Total net sales $ 682,952 $ 686,683 $ 727,662 NOTE 3 — LEASES The Company has operating leases for corporate offices, distribution facilities, manufacturing plants, and certain vehicles. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. 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. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments that do not depend on changes in index rates or payments based on usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. The Company’s lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. ROU assets also include any advance lease payments. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. F -15 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 The components of lease costs for the year ended December 31, 2024, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Operating lease costs (1) : Fixed lease expense $ 17,063 $ 16,911 $ 17,855 Variable lease expense 6,202 5,432 4,698 Total $ 23,265 $ 22,343 $ 22,553 (1) Expenses are recorded within distribution expenses and selling, general and administrative expenses. Supplemental cash flow information for the year ended December 31, 2024, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 19,073 $ 18,800 $ 19,338 Total $ 19,073 $ 18,800 $ 19,338 Year Ended December 31, 2024 2023 2022 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 2,177 $ 5,718 $ 2,540 Total $ 2,177 $ 5,718 $ 2,540 Included in machinery, furniture and equipment as of December 31, 2024 and 2023 is $ 0.3 million and $ 0.2 million, respectively, related to assets recorded under finance leases. Included in accumulated depreciation and amortization at December 31, 2024 and December 31, 2023 were less than $ 0.1 million, related to assets recorded under finance leases. The aggregate future lease payments for operating leases as of December 31, 2024 were as follows (in thousands): Operating 2025 $ 19,198 2026 18,840 2027 14,606 2028 12,819 2029 6,661 Thereafter 13,572 Total lease payments 85,696 Less: Interest ( 13,811 ) Present value of lease payments $ 71,885 Average lease terms and discount rates were as follows: December 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) Operating leases 5.2 5.9 Weighted-average discount rate Operating leases 6.6 % 6.4 % F -16 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 On January 23, 2025, the Company entered into a lease agreement for a new distribution center in Hagerstown, Maryland (“Hagerstown Facility”). The term of the lease is 180 months following the rent commencement date, which will occur in the first quarter of 2026. Base rent for the first year of the lease is $ 7.3 million, escalating by 3 % annually. A portion of the base rent will be abated for the first 36 months at the annual prevailing rate for a total rent abatement of $ 7.2 million. The lease agreement also includes a total tenant improvement allowance of $ 5.1 million. NOTE 4 — SALE OF ACCOUNTS RECEIVABLE To improve its liquidity during seasonally high working capital periods, the Company has an uncommitted Receivables Purchase Agreement with HSBC Bank USA, as Purchaser (the “Receivables Purchase Agreement”). Under the Receivables Purchase Agreement, the Company may offer to sell certain eligible accounts receivables (the “Receivables”) to HSBC Bank USA, which may accept such offer, and purchase the offered Receivables. Under the Receivables Purchase Agreement, following each purchase of Receivables, the outstanding aggregate purchased Receivables shall not exceed $ 30.0 million. HSBC Bank USA will assume the credit risk of the Receivables purchased; and, the Company will continue to be responsible for all non-credit risk matters. The Company will service the Receivables, and as such servicer, collect and otherwise enforce the Receivables on behalf of HSBC Bank USA. The term of the agreement is for 364 days and automatically extends for annual successive terms unless terminated. Either party may terminate the agreement at any time upon 60 days prior written notice to the other party. The Company did not sell receivables to HSBC during the year ended December 31, 2024 and December 31, 2023. At December 31, 2024, $ 26.0 million of accounts receivables were available for sale to HSBC, net of applicable charges. NOTE 5 — EQUITY INVESTMENTS The Company owns 24.7 % interest in Grupo Vasconia S.A.B (“Vasconia”), an integrated manufacturer of aluminum products and a housewares company in Mexico. Shares of Vasconia’s capital stock are traded on the Bolsa Mexicana de Valores, the Mexican Stock Exchange. The Quotation Key is VASCONI. During the second quarter of 2024, Vasconia’s shareholders’ approved a resolution to a reorganization process in terms of the Law of Commercial Bankruptcy in Mexico and subsequently a bankruptcy suit was filed against Vasconia by one of its largest suppliers. The Company concluded that the recent events constituted a loss of significant influence and resulted in the discontinuation of the equity method of accounting. The Company 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 were 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 during the three months ended June 30, 2024. The fair value of the Vasconia investment was not material as of December 31, 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 years ended December 31, 2024, 2023 and 2022 in the accompanying consolidated statements of operations are as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Vasconia equity in losses, net of taxes $ ( 2,092 ) $ ( 5,831 ) $ ( 3,300 ) Impairment on investment in Vasconia — ( 6,834 ) ( 6,167 ) Equity in (losses) earnings, net of taxes $ ( 2,092 ) $ ( 12,665 ) $ ( 9,467 ) On March 13, 2025, the Company and Vasconia entered into Amendment No. 6 of the Shares Subscription Agreement, which among other items, terminated the Company’s rights to designate individuals to be nominated as members of Vasconia Board of Directors. The Company did not have any designated members to the Vasconia Board of Directors as of the date of the amendment. F -17 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 NOTE 6 — GOODWILL AND INTANGIBLE ASSETS The Company’s intangible assets consist of the following (in thousands): Year Ended December 31, 2024 2023 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Goodwill (1) $ 33,237 $ — $ 33,237 $ 33,237 $ — $ 33,237 Indefinite - lived intangible assets: Trade name (2) — — — 42,000 — 42,000 Finite -lived intangible assets: Licenses 15,847 ( 12,566 ) 3,281 15,847 ( 12,110 ) 3,737 Trade names (2) 104,459 ( 28,619 ) 75,840 62,493 ( 23,862 ) 38,631 Customer relationships 143,157 ( 73,505 ) 69,652 143,158 ( 63,630 ) 79,528 Other 5,868 ( 4,351 ) 1,517 5,872 ( 3,872 ) 2,000 Total $ 302,568 $ ( 119,041 ) $ 183,527 $ 302,607 $ ( 103,474 ) $ 199,133 (1) The gross and net value at December 31, 2024 and 2023 reflect a reduction of $ 79.8 million impairment charges within U.S. segment and $ 11.9 million impairment charges within International segment. (2) During 2024, in connection with the annual impairment test completed as of October 1, 2024, the Company determined that one trade name, that was previously estimated to contribute to cash flows indefinitely, has a definite life. Accordingly, the trade name, with a carrying value of $ 42.0 million, was reclassified from indefinite-lived intangible asset to a finite-lived intangible asset as of October 1, 2024. The trade name is being amortized over an estimated useful life of 15 years. A summary of the activities related to the Company’s intangible assets for the years ended December 31, 2024, 2023 and 2022 consists of the following (in thousands): Intangible Assets Goodwill Total Intangible Assets and Goodwill Goodwill and Intangible Assets, December 31, 2021 $ 182,407 $ 30,271 $ 212,678 Acquisition of goodwill — 2,966 2,966 Acquisition of trade name 13,000 — 13,000 Foreign currency translation adjustment ( 227 ) — ( 227 ) Amortization ( 14,530 ) — ( 14,530 ) Goodwill and Intangible Assets, December 31, 2022 180,650 33,237 213,887 Foreign currency translation adjustment 81 — 81 Amortization ( 14,835 ) — ( 14,835 ) Goodwill and Intangible Assets, December 31, 2023 165,896 33,237 199,133 Foreign currency translation adjustment ( 17 ) — ( 17 ) Amortization ( 15,589 ) — ( 15,589 ) Goodwill and Intangible Assets, December 31, 2024 $ 150,290 $ 33,237 $ 183,527 The weighted-average amortization periods for the Company’s finite-lived intangible assets as of December 31, 2024 are as follows: Years Trade names 15 Licenses 33 Customer relationships 14 Other 9 F -18 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Estimated amortization expense for each of the five succeeding fiscal years is as follows (in thousands): Year ending December 31, 2025 $ 17,432 2026 17,078 2027 16,374 2028 15,915 2029 15,403 Goodwill impairment test The Company reviews goodwill and other intangibles that have indefinite lives for impairment annually as of October 1st or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. For goodwill, impairment testing is based upon the best information available using a combination of the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach. The significant assumptions used under the income approach, or discounted cash flow method, are projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”) and the cost of capital. Projected net sales and projected EBITDA were determined to be significant assumptions because they are the primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit . Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results. In addition, sustained declines in the Company’s stock price and related market capitalization could impact key assumptions in the overall estimated fair values of its reporting units and could result in non-cash impairment charges that could be material to the Company’s consolidated balance sheet or results of operations. Should the carrying value of a reporting unit be in excess of the estimated fair value of that reporting unit, an impairment charge will be recorded to reduce the reporting unit to fair value. The Company also evaluates qualitative factors to determine whether or not its indefinite-lived intangible have been impaired and then performs quantitative tests if required. These tests can include the relief from royalty model or other valuation models. The significant assumptions used in the relief from royalty model are future net sales for the related brand, royalty rate and the cost of capital to determine the fair value of the indefinite lived intangible. Projected net sales for the related brand and royalty rate were determined to be significant assumptions because they are the primary drivers of the projected cash flows in the relief from royalty 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. International Reporting Unit The carrying value of the goodwill for the International reporting unit was zero as of December 31, 2024 and 2023. U.S. Reporting Unit The Company performed its annual impairment assessment of its U.S. reporting unit as of October 1, 2024 by comparing the fair value of the reporting unit with its carrying value. The Company performed the analysis using a discounted cash flow and market multiple method. As of October 1, 2024, the fair value of the U.S. reporting unit exceeded the carrying value of goodwill by 5.4 %. Management’s projections used to estimate the cash flows included organic net sales growth and net sales growth through new customer channels as well as continued operating efficiencies in future periods. Changes in any of the significant assumptions used in the valuation of the reporting unit, including projected net sales, projected EBITDA and cost of capital could materially affect the expected cash flows, and such impacts could potentially result in a material non-cash impairment charge. F -19 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 As of December 31, 2024, the Company assessed the carrying value of goodwill and determined, based on qualitative factors, that no impairment indicators existed for goodwill. Annual indefinite-lived trade name impairment test The Company values its indefinite-lived trade name using a relief-from-royalty approach, which assumes the value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company. The Company bypassed the optional qualitative impairment analysis for its indefinite-lived trade name asset annual October 1, 2024 impairment test. The Company completed the quantitative impairment analysis by comparing the fair value of the indefinite-lived trade name to its carrying value using a relief from royalty approach, which assumes the value of the trade name is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the trade name and instead licensed the trade name from another company. The Company determined that the fair value exceeded its carrying value as of October 1, 2024, and therefore the indefinite-lived intangible asset was not impaired. As of October 1, 2024, the fair value of the Company’s indefinite-lived trade name exceeded its carrying value by 2.4 %. In connection with the annual impairment analysis, the Company determined that the trade name, previously estimated to contribute to cash flows indefinitely, has a definite life. Accordingly, the trade name was reclassified from indefinite-lived to finite-lived or amortizable intangible asset as of October 1, 2024. The trade name will be amortized over an estimated useful life of 15 years. NOTE 7 — DEBT On August 26, 2022, the Company entered into Amendment No. 2 (the “Amendment”) to the Company’s credit agreement, dated as of March 2, 2018 (as amended, the “ABL Agreement”) among the Company, as a Borrower, certain subsidiaries of the Company, as Borrowers and/or Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender. The ABL Agreement provides for a senior secured asset-based revolving credit facility in the maximum aggregate principal amount of $ 200.0 million, which facility will mature on August 26, 2027. On November 14, 2023, the Company entered into Amendment No. 2 to amend the Loan Agreement, dated as of March 2, 2018, among the Company, as borrower, the other loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, the “Term Loan” and together with the ABL Agreement, the “Debt Agreements”). The Term Loan has a principal amount of $ 150.0 million, and matures on August 26, 2027. The Term Loan will be repaid in quarterly payments of principal each equal to 1.25 % of the aggregate principal amount of the Term Loan, which commenced on March 31, 2024, with the remaining balance payable on the maturity date. The Term Loan requires the Company to make an annual prepayment of principal, beginning with those for the fiscal year ending December 31, 2024, 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, each lender has the option to decline a portion or all of the prepayment amount payable to it. Per the Term Loan, when the Company makes an Excess Cash Flow prepayment, the payment is first applied to satisfy the next eight (8) scheduled future quarterly required payments of the Term Loan in order of maturity and then to the remaining scheduled installments on a pro rata basis. The maximum borrowing amount under the ABL Agreement may be increased to up to $ 250.0 million if certain conditions are met. One or more tranches of additional term loans (the “Incremental Term 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 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. F -20 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 As of December 31, 2024 and 2023, the total availability under the ABL Agreement were as follows (in thousands): December 31, 2024 December 31, 2023 Maximum aggregate principal allowed $ 176,329 $ 181,919 Outstanding borrowings under the ABL Agreement ( 42,693 ) ( 60,395 ) Standby letters of credit ( 8,828 ) ( 2,894 ) Total availability under the ABL Agreement $ 124,808 $ 118,630 Availability under the ABL Agreement is limited to the lesser of the $ 200.0 million commitment thereunder and the borrowing base and therefore 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, the Company may have greater borrowing availability during the third and fourth quarters of each year. Consequently, the $ 200.0 million commitment thereunder may not represent actual borrowing capacity. 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 December 31, 2024, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $ 82.8 million. The current and non-current portions of the Company’s Term Loan included in the consolidated balance sheets were as follows (in thousands): December 31, 2024 December 31, 2023 Current portion of Term Loan: Term Loan payment $ 7,500 $ 7,500 Estimated unamortized debt issuance costs ( 2,609 ) ( 2,758 ) Total Current portion of Term Loan $ 4,891 $ 4,742 Non-current portion of Term Loan: Term Loan, net of current portion $ 135,000 $ 142,500 Estimated unamortized debt issuance costs ( 4,051 ) ( 6,666 ) Total Non-current portion of Term Loan $ 130,949 $ 135,834 The estimated 2024 excess cash flow payment of $ 1.3 million will be applied to the 2025 scheduled quarterly payments of the Term Loan, per the terms of the debt agreement. As of December 31, 2024, the future principal payments of the Term Loan are as follows (in thousands): 2025 $ 7,500 2026 7,500 2027 127,500 Total $ 142,500 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 foreign subsidiary borrowers under the ABL Agreement are secured by security interests in substantially all of the assets of, and stock in, such foreign subsidiary borrowers, subject to certain limitations. The obligations of the Company under the Debt Agreements and any hedging arrangements and cash management services and the guarantees by its domestic subsidiaries in respect of those obligations are secured by security interests in substantially all of the assets and stock (but in the case of foreign subsidiaries, limited to 65 % of the capital stock in first-tier foreign subsidiaries and not including the stock of subsidiaries of such first-tier foreign subsidiaries) owned by the Company and the U.S. subsidiary guarantors, subject to certain exceptions. Such security interests consist of (1) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and certain of its subsidiaries (the “ABL Collateral”) pledged as collateral in favor of lenders under the ABL Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under F -21 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 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. Borrowings under the revolving credit facility bear interest, at the Company’s option, at one of the following rates: (i) an 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 Adjusted Term SOFR plus 1.0 % as of a specified date in advance of the determination, but in each case not less than 1.0 %, plus a margin of 0.25 % to 0.50 %, or (ii) Adjusted Term SOFR, which is the Term SOFR Rate for the selected 1, 3 or 6 month interest period plus 0.10 % (or Euro Interbank Offered Rate “EURIBOR” for borrowings denominated in Euro; or Sterling Overnight Index Average “SONIA” for borrowings denominated in Pounds Sterling), but in each case not less than zero, plus a margin of 1.25 % to 1.50 %. The respective margins are based upon average quarterly availability, as defined in and computed pursuant to the ABL Agreement. 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 December 31, 2024 was between 4.29 % and 7.88 %. The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the year ended December 31, 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 December 31, 2024 was 10.06 %. The Debt Agreements provide for customary restrictions and events of default. Restrictions include limitations on additional indebtedness, liens, acquisitions, investments and payment of dividends, among other things. Under the Term Loan, the Total Net Leverage Ratio is not permitted to be greater than 5.00 to 1.00 determined as of the end of each fiscal quarters. 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 December 31, 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 was $ 1.5 million, net of fees and expenses. In connection with the Term Loan Amendment, the Company reduced its outstanding principal by a net amount of $ 48.7 million through a voluntary prepayment of principal (in accordance with the terms of the original Term Loan Agreement), net of the issuance of new proceeds and an extension of a portion of existing Term Loan. In connection with the Term Loan Amendment that Company incurred fees of $ 9.1 million, which will be amortized over the life of the debt using the effective interest method. The Company recognized a loss of $ 0.7 million of unamortized debt issuance costs on the partial extinguishment for the portion of the Term Loan that was repaid. Other Credit Agreements A subsidiary of the Company holds a credit facility (“HSBC Facility”) with HSBC Bank (China) Company Limited, Shanghai Branch (“HSBC”) for up to $ 10.0 million Chinese renminbi ($ 1.4 million). The HSBC Facility is subject to annual renewal and may be used to fund general working capital needs of the Company’s subsidiary, which is a trading company in China. Borrowings under the HSBC Facility were guaranteed by the Company and were granted at the sole discretion of HSBC. No borrowings were outstanding under the HSBC Facility at December 31, 2024 and 2023. F -22 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 NOTE 8 — DERIVATIVES The Company’s risk management strategy includes the use derivative financial instruments to manage its exposure to interest rate movements and to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates primarily to offset the earnings impact related to inventory purchases. The Company does not enter into derivative transactions for trading purposes. The Company classifies cash flows from its derivative transactions as cash flows from operating activities in the consolidated statements of cash flows. The Company’s derivatives expose it to credit risks from possible non-performance by counterparties. The Company has limited its credit risk by entering into derivative transactions exclusively with investment-grade rated financial institutions and monitors the creditworthiness of these financial institutions on an ongoing basis. The Company utilizes standard counterparty master netting agreements that net certain foreign currency and interest rate swap transactions in the event of the insolvency of one of the parties to the transaction. These master netting arrangements permit the Company to net amounts due from the Company to counterparty with amounts due to the Company from the same counterparty. Although all of the Company’s recognized derivative assets and liabilities are subject to enforceable master netting arrangements, the Company has elected to present these assets and liabilities on a gross basis. The Company does not anticipate non-performance by any of its counterparties. Interest Rate Swap Agreements To manage its exposures to interest rate movements, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In June 2019 the Company entered into interest rate swap agreements, with an aggregate notional value of $ 25.0 million and expire in February 2025. In March 2024 and October 2024, the Company entered into new interest rate swap agreements, each with an aggregate notion value of $ 25.0 million and expire in August 2027. 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 $ 75.0 million at December 31, 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 December 31, 2024. Foreign Exchange Contracts To reduce the impact of changes in foreign currency exchange rates on its results, from time to time the Company is a party to certain foreign exchange contracts, primarily to offset the earnings impact related to fluctuations in foreign currency exchange rates associated with inventory purchases. The Company designates these contracts for accounting purposes as cash flow hedges. The Company purchases foreign currency forward contracts with terms less than 18 months. The aggregate gross notional values of foreign exchange contracts at December 31, 2024 and 2023 was $ 8.0 million and $ 9.8 million, respectively. The fair values of the Company’s derivative financial instruments included in the consolidated balance sheets are presented as follows (in thousands): December 31, Derivatives designated as hedging instruments Balance Sheet Location 2024 2023 Foreign exchange contracts Prepaid expenses and other current assets $ 256 $ 56 Accrued expenses — 144 December 31, Derivatives not designated as hedging instruments Balance Sheet Location 2024 2023 Interest rate swaps Prepaid expenses and other current assets $ 102 $ — Other assets 379 793 Other long-term liabilities 154 — F -23 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 The fair value 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 value of the foreign exchange contracts were based on Level 2 observable inputs using quoted market prices for similar assets in an active market. The amounts of the gains and (losses), realized and unrealized, net of taxes, related to the Company’s derivative financial instruments designated as hedging instruments are recognized in other comprehensive income (loss) as follows (in thousands): Year ended December 31, Derivatives designated as hedging instruments 2024 2023 2022 Interest rate swaps $ ( 12 ) $ ( 93 ) $ 523 Foreign exchange contracts 393 ( 964 ) 322 Total $ 381 $ ( 1,057 ) $ 845 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. 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 year ended December 31, 2024, the Company reclassified $ 0.2 million of cash flow hedges in accumulated other comprehensive losses to earnings, related to foreign exchange contracts recognized in cost of sales. At December 31, 2024, the estimated amount of existing net gains expected to be reclassified into earnings within the next 12 months was $ 0.2 million. During the year ended December 31, 2023, the Company reclassified $ 0.5 million of cash flow hedges in accumulated other comprehensive losses to earnings. This comprised of a charge of $ 0.1 million related to interest rate swaps recognized in interest expense and a gain of $ 0.4 million related to foreign exchange contracts recognized in cost of sales. The amounts of the gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments are recognized in earnings as follows (in thousands): Year Ended December 31, Derivatives not designated as hedging instruments Location of gain (loss) 2024 2023 2022 Interest rate swaps Mark to market (loss) gain on interest rate derivatives $ ( 466 ) $ ( 499 ) $ 1,971 Interest expense 1,127 802 ( 55 ) $ 661 $ 303 $ 1,916 F -24 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 NOTE 9 — CAPITAL STOCK Cash dividends Dividends were declared in 2024 and 2023 as follows: Dividend per share Date declared Date of record Payment date $ 0.0425 March 8, 2023 May 1, 2023 May 15, 2023 $ 0.0425 June 22, 2023 August 1, 2023 August 15, 2023 $ 0.0425 August 2, 2023 November 1, 2023 November 15, 2023 $ 0.0425 November 7, 2023 February 1, 2024 February 15, 2024 $ 0.0425 March 8, 2024 May 1, 2024 May 15, 2024 $ 0.0425 June 20, 2024 August 1, 2024 August 15, 2024 $ 0.0425 August 6, 2024 November 1, 2024 November 15, 2024 $ 0.0425 November 5, 2024 January 31, 2025 February 14, 2025 On March 11, 2025, the Board of Directors declared a quarterly dividend of $ 0.0425 per share payable on May 15, 2025 to shareholders of record on May 1, 2025. Stock repurchase program On March 14, 2022, the Company announced that its Board of Directors of the Company authorized the repurchase of up to $ 20.0 million of the Company’s common stock, replacing the Company’s previously-authorized $ 10.0 million share repurchase program. The repurchase authorization permits the Company to effect repurchases from time to time through open market purchases and privately negotiated transactions. No shares were repurchased during the year ended December 31, 2024. During the year ended December 31, 2023, the Company repurchased 320,204 shares for a total costs of $ 2.5 million, and thereafter retired the shares. During the year ended December 31, 2022, the Company repurchased 597,195 shares for a total costs of $ 6.3 million. As of December 31, 2024, the remaining dollar amount available for repurchases under the Board authorized plan was $ 11.1 million. Preferred stock The Company is authorized to issue 100 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred Stock, none of which has been issued or is outstanding at December 31, 2024. Long-term incentive plan The Company’s Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”) provides for the granting of awards of up to 9,717,500 shares of common stock. On June 20, 2024, the stockholders of the Company approved an amendment and restatement of the Plan. 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 to 9,717,500 shares. These shares of the Company’s common stock are available for grants to directors, officers, employees, consultants and service providers and affiliates in the form of stock options or other equity-based awards. The Plan authorizes the Board of Directors of the Company, or a duly appointed committee thereof, to issue incentive stock options, non-qualified options, restricted stock, performance-based awards and other stock-based awards. Options that have been granted under the Plan expire over a range of 5 years to 10 years from the date of grant and vest over a range of up to 4 years from the date of grant. Shares of restricted stock that have been granted under the Plan vest over a range of up to 4 years from the date of grant. Performance-based awards that have been granted under the Plan vest after 3 years based upon the attainment of specified performance goals. As of December 31, 2024, there were 1,838,644 shares available for the grant of awards under the Plan assuming maximum performance of performance-based awards. F -25 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Stock options A summary of the Company’s stock option activity and related information for the three years ended December 31, 2024, is as follows: Options Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding at December 31, 2021 1,094,575 $ 13.64 Grants 56,000 11.45 Exercises ( 60,000 ) 11.64 Cancellations ( 11,375 ) 11.16 Expirations ( 13,450 ) 13.99 Options outstanding at December 31, 2022 1,065,750 13.66 Grants 50,000 5.92 Cancellations ( 4,375 ) 11.27 Expirations ( 111,875 ) 13.38 Options outstanding at December 31, 2023 999,500 13.31 Grants (1) 65,000 9.46 Cancellations ( 12,500 ) 9.39 Expirations ( 269,500 ) 18.09 Options outstanding at December 31, 2024 (1) 782,500 11.41 4.7 $ — Options exercisable at December 31, 2024 657,000 $ 11.83 4.0 $ — (1) Includes a non-plan stock option award of 15,000 stock options . The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had all option holders exercised their exercisable in-the-money stock options on December 31, 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 December 31, 2024 and the exercise price. No stock options were exercised in the year ended December 31, 2024 and December 31, 2023. The total intrinsic values of those stock options that were exercised in the year ended December 31, 2022 was $ 0.1 million. The intrinsic value of a stock option that is exercised is calculated at the date of exercise. Total unrecognized stock option compensation expense at December 31, 2024, before the effect of income taxes, was $ 0.4 million and is expected to be recognized over a weighted-average period of 1.5 years. The Company values stock options using the Black-Scholes option valuation model. The Black-Scholes option valuation model, as well as other available models, was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. The Black-Scholes option valuation model requires the input of highly subjective assumptions including the expected stock price volatility and risk-free interest rate. Because the Company’s stock options have characteristics significantly different from those of traded options, changes in the subjective input assumptions can materially affect the fair value estimates of the Company’s stock options. The weighted-average per share grant date fair value of stock options granted during the years ended December 31, 2024, 2023 and 2022, was $ 5.13 , $ 2.61 and $ 5.44 , respectively. The fair values for these stock options were estimated at the dates of grant using the following weighted-average assumptions: 2024 2023 2022 Historical volatility 58 % 55 % 53 % Expected term (years) 6.3 6.3 6.3 Risk-free interest rate 4.07 % 4.25 % 3.15 % Expected dividend yield 1.74 % 2.87 % 1.48 % F -26 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Restricted Stock A summary of the Company’s restricted stock activity and related information for the three years ended December 31, 2024 is as follows: Restricted Shares Weighted- average grant date fair value Non-vested restricted shares, December 31, 2021 429,601 $ 11.47 Grants 266,713 12.03 Vested ( 205,290 ) 11.46 Cancellations ( 6,881 ) 10.92 Non-vested restricted shares, December 31, 2022 484,143 11.79 Grants 333,300 5.37 Vested ( 212,162 ) 11.20 Cancellations ( 7,753 ) 10.86 Non-vested restricted shares, December 31, 2023 597,528 8.44 Grants 313,199 9.54 Vested ( 306,425 ) 7.53 Cancellations ( 10,776 ) 9.96 Non-vested restricted shares, December 31, 2024 593,526 $ 9.46 Total unrecognized compensation expense remaining (in thousands) $ 3,524 Weighted-average years expected to be recognized over 1.5 The total fair value of restricted stock that vested during the year ended December 31, 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 of Directors. The shares are subject to the terms and conditions of the Plan. F -27 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 A summary of the Company’s performance-based award activity and related information for the three years ended December 31, 2024 is as follows: Performance - based awards (1) Weighted- average grant date fair value Non-vested performance-based awards, December 31, 2021 436,330 $ 10.54 Grants 123,000 12.19 Achieved performance over target (2) 12,035 9.20 Vested ( 166,935 ) 9.20 Cancellations ( 4,128 ) 10.64 Non-vested performance-based awards, December 31, 2022 400,302 11.56 Grants 191,075 5.92 Achieved performance over target (3) 16,942 6.36 Vested ( 119,739 ) 6.36 Cancellations ( 1,608 ) 12.25 Non-vested performance-based awards, December 31, 2023 486,972 10.44 Grants 219,975 9.76 Vested ( 152,188 ) 14.18 Cancellations ( 25,352 ) 13.08 Non-vested performance-based awards, December 31, 2024 (4) 529,407 $ 8.96 Total unrecognized compensation expense remaining (in thousands) $ 1,805 Weighted-average years expected to be recognized over 1.8 (1) Represents the target number of shares to be issued for each performance-based award. (2) Represents the number of shares earned over target for performance-based awards granted in 2019 based on performance goals attained. These awards vested in the three months ended March 31, 2022. (3) Represents the number of shares earned over target for performance-based awards granted in 2020 based on performance goals attained. These awards vested in the three months ended March 31, 2023. (4) The performance metric for the performance-based awards granted in 2022 was not attained at the end of the performance period. Therefore, no compensation expense has been recorded on these awards and these awards will not vest. The total fair value of performance-based awards that vested during the year ended December 31, 2024 was $ 1.5 million. On March 11, 2025, the Compensation Committee of the Board of Directors determined the performance goals set forth in the performance-based awards granted in 2022 were not attained. Cash-settled performance-based awards Each cash-settled performance-based award represents the right to receive up to 150 % of the target number of deferred stock units with payment in cash equivalent to the value of one share of the Company’s common stock. The number of deferred stock units 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 cash-settled performance-based awards are subject to the terms and conditions of the Company’s Plan. F -28 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 A summary of the Company’s cash-settled performance-based awards activity and related information for the year ended December 31, 2024 is as follows: Cash-settled performance-based awards (1) Weighted- average fair value Non-vested cash stock unit awards, December 31, 2021 — $ — Grants 87,825 7.66 Cancellations ( 2,049 ) 10.61 Non-vested cash-settled performance-based awards, December 31, 2022 85,776 7.59 Cancellations ( 2,165 ) 6.52 Non-vested cash-settled performance-based awards, December 31, 2023 83,611 6.71 Cancellations ( 1,435 ) 6.25 Non-vested cash-settled performance-based awards, December 31, 2024 (2) 82,176 $ 5.91 Total unrecognized compensation expense remaining (in thousands) $ — Weighted-average years expected to be recognized over 0.0 (1) Represents the target number of units to be settled in cash. (2) The performance metric for the cash-settled performance-based awards granted in 2022 was not attained at the end of the performance period. Therefore, no compensation expense has been recorded on these awards and these awards will not vest. On March 11, 2025, the Compensation Committee of the Board of Directors determined the performance goals set forth in the cash-settled performance-based awards granted in 2022 were not attained. The Company recorded stock compensation expense as follows (in thousands): Year Ended December 31, Stock Compensation Expense Components 2024 2023 2022 Equity based stock option expense $ 245 $ 270 $ 275 Restricted and performance-based stock awards expense 3,679 3,420 3,586 Stock compensation expense for equity based awards 3,924 3,690 3,861 Liability based stock option expense ( 4 ) ( 3 ) ( 15 ) Total Stock Compensation Expense $ 3,920 $ 3,687 $ 3,846 F -29 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 NOTE 10 — 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. 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. 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 years ended December 31, 2024, 2023 and 2022, are as follows: 2024 2023 2022 (in thousands - except per share amounts) Net loss – Basic and Diluted $ ( 15,165 ) $ ( 8,412 ) $ ( 6,166 ) Weighted-average shares outstanding – Basic 21,481 21,195 21,558 Effect of dilutive securities: Stock options and other stock awards — — — Weighted-average shares outstanding – Diluted 21,481 21,195 21,558 Basic loss per common share $ ( 0.71 ) $ ( 0.40 ) $ ( 0.29 ) Diluted loss per common share $ ( 0.71 ) $ ( 0.40 ) $ ( 0.29 ) Antidilutive shares (1) 1,479 1,633 1,681 (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 The components of (loss) income before income taxes and equity in losses are as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Domestic $ 16,509 $ 22,134 $ 20,796 Foreign ( 12,099 ) ( 11,659 ) ( 11,767 ) Foreign - loss on equity securities ( 14,152 ) — — Total (loss) income before income taxes and equity in earnings $ ( 9,742 ) $ 10,475 $ 9,029 The provision for income taxes (before equity in losses) consists of: Year Ended December 31, 2024 2023 2022 (in thousands) Current: Federal $ 4,254 $ 6,326 $ 6,890 State and local 913 1,447 1,888 Foreign 203 579 775 Deferred ( 2,039 ) ( 2,130 ) ( 3,825 ) Income tax provision $ 3,331 $ 6,222 $ 5,728 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. F -30 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Significant components of the Company’s deferred income tax assets and (liabilities) are as follows: December 31, 2024 2023 (in thousands) Deferred income tax assets: Operating lease liabilities $ 17,257 $ 20,571 Stock options 819 1,454 Inventory 2,573 3,323 Operating loss carryforwards 23,262 21,036 Accounts receivable allowances 2,473 2,343 Accrued compensation 979 913 Deferred compensation 448 668 Environmental remediation accrual 1,331 1,379 Capitalized research and experimental expenditures 3,881 3,109 Section 163j interest carryforward 2,458 904 Other 1,971 1,536 Total deferred income tax assets $ 57,452 $ 57,236 Deferred income tax liabilities: Operating lease right-of-use assets $ ( 14,243 ) $ ( 17,060 ) Fixed assets ( 304 ) ( 1,248 ) Intangibles ( 26,814 ) ( 26,207 ) Total deferred income tax liabilities ( 41,361 ) ( 44,515 ) Net deferred income tax asset 16,091 12,721 Valuation allowance ( 21,692 ) ( 20,159 ) Net deferred income tax liability $ ( 5,601 ) $ ( 7,438 ) The Company has capital loss carryforwards of $ 7.1 million in foreign jurisdictions at December 31, 2024 that are offset entirely by a valuation allowance. At December 31, 2024, the Company has net operating losses in foreign jurisdictions of $ 81.1 million and $ 11.6 million in state jurisdictions that are fully offset by valuation allowance, and $ 5.4 million of net operating losses in foreign jurisdictions that are not offset by valuation allowance. Approximately $ 85.8 million of foreign net operating losses can be carried forward indefinitely. The remaining definite-lived foreign net operating losses, if not utilized, will expire beginning in 2026 through 2034. The state net operating losses begin to expire in 2026. F -31 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 The provision for income taxes (before equity in losses) differs from the amounts computed by applying the applicable federal statutory rates as follows: Year Ended December 31, 2024 2023 2022 Federal income taxes at the statutory rate 21.0 % 21.0 % 21.0 % Increases (decreases): State and local income taxes, net of Federal income tax benefit ( 3.5 ) 5.7 13.9 Foreign rate differences 14.2 ( 19.7 ) 6.9 Foreign withholding tax ( 1.7 ) 5.0 6.1 Non-deductible expenses ( 5.7 ) 3.4 2.9 Non-deductible compensation ( 6.7 ) 4.5 4.2 Loss on equity securities ( 43.6 ) — — Uncertain tax positions 7.7 ( 0.9 ) 1.2 Research and development credit 3.0 ( 2.5 ) ( 5.4 ) Federal return to provision 1.0 0.7 ( 3.4 ) Equity-based compensation ( 4.7 ) 5.0 0.1 Valuation Allowance ( 15.2 ) 37.2 15.9 Provision for income taxes ( 34.2 ) % 59.4 % 63.4 % The estimated values of the Company’s gross uncertain tax positions at December 31, 2024, 2023 and 2022 consist of the following: Year Ended December 31, 2024 2023 2022 (in thousands) Balance at January 1 $ ( 990 ) $ ( 1,130 ) $ ( 1,071 ) Additions based on tax positions related to the current year ( 27 ) ( 27 ) ( 79 ) Reductions for tax position of prior years 560 167 20 Balance at December 31 $ ( 457 ) $ ( 990 ) $ ( 1,130 ) The Company had approximately $ 0.2 million and $ 0.4 million, net of federal and state tax benefit, accrued at December 31, 2024 and 2023, respectively, for the payment of interest and penalties. The Company’s policy for recording interest and penalties is to record such items as a component of the provision for income taxes. If the Company’s tax positions are ultimately sustained, the Company’s liability, including interest, would be reduced by $ 0.7 million, all of which would impact the Company’s tax provision. On a quarterly basis, the Company evaluates its tax positions and revises its estimates accordingly. The Company believes that it is reasonably possible that an immaterial amount of its tax positions will be resolved within the next 12 months. The Company is no longer subject to U.S. Federal income tax examinations for the years prior to 2021. The Company has identified the following jurisdictions as “major” tax jurisdictions: U.S. Federal, California, Massachusetts, New Jersey, New York, and the United Kingdom. At December 31, 2024, the periods subject to examination by the Company’s major state jurisdictions are generally for the years ended 2020 through 2023. In certain jurisdictions, Filament, an acquired entity, may have additional periods subject to examination. As of December 31, 2024, there are no material assessments in any given year. NOTE 12 — BUSINESS SEGMENTS Segment information The Company operates in two reportable segments: U.S. and International. The U.S. segment is the Company’s domestic business that designs, markets and distributes its products to retailers and distributors, as well as directly to consumers through third parties and its own internet websites primarily in the U.S. The International segment is the Company’s international business that sells and distributes products to consumers primarily in the U.K., the European Union and the Asia Pacific region. F -32 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 The Company’s chief operation decision maker (“CODM”) is the Company’s Chief Executive Officer. The Company has segmented its operations to reflect the manner in which the CODM reviews and evaluates the results of its operations. The CODM allocates operating and capital resources and evaluates the performance of the Company’s segments based on segment net sales, segment gross margin, and segment income from operations. Such measures give recognition to specifically identifiable operating costs. Significant segment expenses that are included in segment operating income consist of cost of sales, distribution expenses and selling, general and administrative expenses. Certain general and administrative expenses are not allocated to the Company’s segments as these represent corporate level activities and are reflected below as unallocated corporate expenses. These costs primarily include senior executive salaries and benefits, stock compensation, director fees and accounting, legal fees and consulting fees. Year Ended December 31, 2024 2023 2022 Segment Performance Measures: (in thousands) Net sales: U.S. $ 627,202 $ 633,079 $ 669,179 International 55,750 53,604 58,483 Total net sales $ 682,952 $ 686,683 $ 727,662 Gross margin: U.S. $ 240,265 $ 236,568 $ 241,093 International 20,438 18,071 19,223 Total gross margin $ 260,703 $ 254,639 $ 260,316 Income from operations: U.S. (1) $ 57,215 $ 63,341 $ 61,479 International (1) ( 10,523 ) ( 11,064 ) ( 12,153 ) Unallocated corporate expenses (2) ( 19,608 ) ( 20,336 ) ( 25,063 ) Total income from operations $ 27,084 $ 31,941 $ 24,263 F -33 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Year Ended December 31, 2024 2023 2022 Supplemental information for significant segment expenses: (in thousands) Cost of sales: U.S. $ 386,937 $ 396,511 $ 428,086 International 35,312 35,533 39,260 Total cost of sales $ 422,249 $ 432,044 $ 467,346 Freight-out expenses: U.S. $ 13,487 $ 13,636 $ 13,333 International 3,099 3,402 4,032 Total freight-out expenses $ 16,586 $ 17,038 $ 17,365 Warehouse expenses: U.S. $ 46,545 $ 42,148 $ 47,691 International 10,679 10,008 9,892 Total warehouse expenses $ 57,224 $ 52,156 $ 57,583 Selling, general and administrative expenses: U.S. $ 123,018 $ 117,443 $ 118,175 International 17,183 15,725 17,018 Unallocated corporate expenses 19,608 19,480 19,352 Total selling, general and administrative expenses $ 159,809 $ 152,648 $ 154,545 Other expenses: U.S .(1) $ — $ — $ 415 International (1) — — 434 Unallocated corporate expenses (2) — 856 5,711 Total other expenses $ — $ 856 $ 6,560 (1) In 2022, other expenses and income from operations includes restructuring expenses of $ 0.4 million for the U.S. segment and $ 0.4 million for the International segment, as described in NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES. (2) The Company recognized expenses of $ 5.1 million in 2022 for estimated remediation costs related to the Wallace EPA Matter, as described in NOTE 13 — COMMITMENTS AND CONTINGENCIES. In 2023 and 2022, the Company recognized $ 0.8 million and $ 0.6 million, respectively, of restructuring expenses within unallocated corporate expenses, as described in NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES. December 31, 2024 2023 2022 (in thousands) Depreciation and amortization: U.S. $ 21,144 $ 18,489 $ 18,279 International 1,170 1,082 1,257 Total depreciation and amortization $ 22,314 $ 19,571 $ 19,536 Capital expenditures: U.S. $ 1,931 $ 2,427 $ 2,088 International 296 374 887 Total capital expenditures $ 2,227 $ 2,801 $ 2,975 F -34 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 December 31, 2024 2023 (in thousands) Assets: U.S. $ 542,420 $ 560,716 International 88,961 90,237 Unallocated corporate 2,929 16,189 Total assets $ 634,310 $ 667,142 Year Ended December 31, 2024 2023 (in thousands) Goodwill: U.S. $ 33,237 $ 33,237 Total goodwill $ 33,237 $ 33,237 Geographical information The following table sets forth long-lived assets by the major geographic locations: December, 2024 2023 (in thousands) Long-lived assets, excluding intangible assets, at period-end: United States $ 54,526 $ 66,341 United Kingdom 21,187 22,692 Rest of World 1,502 2,621 Total $ 77,215 $ 91,654 F -35 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 NOTE 13 — COMMITMENTS AND CONTINGENCIES Royalties The Company has license agreements that require the payment of minimum royalties on sales of licensed products. The estimated future minimum royalties payable under the noncancellable term of these agreements are as follows (in thousands): Year ending December 31, 2025 $ 8,163 2026 60 Total $ 8,223 Legal proceedings 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 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. 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. 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. On December 11, 2015, the EPA issued the Record of Decision (“ROD”) for an initial operable unit (“OU-1”), 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. 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. 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. government 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. The tolling agreements have been extended multiple times and currently expire in November 2025. 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 OU-2 in July 2019, and on September 30, 2019, the EPA issued the ROD for OU-2. The EPA elected to implement its preferred remedy consisting 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 for OU-2 is $ 17.3 million, and the EPA is currently leading remediation of OU-2. F -36 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 In August 2021, WSPR received a Notice of Liability for the Site from the Department of Justice on behalf of the EPA, and in September 2021, WSPR responded with a good faith offer to conduct additional testing and remedial design work for OU-1. WSPR has actively participated in negotiations among the U.S. Government (the Department of Justice and the EPA) and other potentially responsible parties with respect to the remedial work at OU-1, which negotiations culminated in the finalization of a Consent Decree for Remedial Design and Remedial Action at Operable Unit One of the San German Groundwater Contamination Site (“Decree”). 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 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 Decree, and the court entered the Decree into order on December 14, 2023, thereby effectuating the Decree. On January 10, 2024, EPA issued a notice to proceed with the OU-1 remedial work. The Company thereafter commenced remedial work on OU-1 in accordance with the Decree. The Company reserved $ 5.6 million to cover probable and estimable liabilities with respect to the above remedial design and remedial action for the initial operable unit. However, it is not possible at this time for the Company to estimate its share of its ultimate liability for the Site. In the event of one or more adverse determinations related to this matter, it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material. As of December 31, 2024, the remaining liability is $ 5.4 million. Gain Contingency Settlement In 2015, Taylor Precision Products, Inc. (“Taylor” and/or the “Plaintiff”), acquired by the Company on March 2, 2018, commenced a legal action related to a 2013 acquisition, alleging that the seller failed to sufficiently disclose certain adverse information as part of the acquisition. In February 2025, the Company received a net settlement of $ 6.4 million related to this case. The Company will recognize this settlement in the statement of operations for the quarter ended March 31, 2025. 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. NOTE 14 — RETIREMENT PLANS 401(k) plan and other defined contribution plans The Company maintains a defined contribution retirement plan for eligible employees under Section 401(k) of the Internal Revenue Code. Participants can make voluntary contributions up to the Internal Revenue Service limit of $23,000 ($30,500 for employees 50 years old or over) for 2024. The Company’s United Kingdom-based subsidiary, Lifetime Brands Europe Limited, maintains a defined contribution pension plan. Retirement benefit obligations The Company assumed retirement benefit obligations, which are paid to certain former executives of a business acquired in 2006. The obligations under the agreements with these former executives are unfunded and amounted to $ 4.7 million at December 31, 2024 and $ 5.6 million at December 31, 2023. The discount rate used to calculate the retirement benefit obligations was 5.35 % at December 31, 2024 and 4.66 % at December 31, 2023. The retirement benefit obligations are included in accrued expenses and other long-term liabilities. The Company expects to recognize less than $ 0.1 million of actuarial losses included in accumulated other comprehensive loss in net periodic benefit cost in 2025. F -37 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Expected benefit payments for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter are as follows (in thousands): Year ending December 31, 2025 $ 354 2026 351 2027 347 2028 342 2029 337 2030 through 2034 1,592 NOTE 15 — OTHER Inventory The components of inventory are as follows: December 31, 2024 2023 (in thousands) Finished goods $ 192,480 $ 180,860 Work in process 62 106 Raw materials 9,866 7,681 Total $ 202,408 $ 188,647 Property and equipment Property and equipment (including finance leases) consist of: December 31, 2024 2023 (in thousands) Machinery, furniture and equipment $ 83,622 $ 80,140 Leasehold improvements 39,377 38,962 Computer hardware and software 39,154 38,408 Building and improvements 983 960 Construction in progress 381 569 Land 100 100 Total 163,617 159,139 Less: accumulated depreciation and amortization ( 148,568 ) ( 142,169 ) Total $ 15,049 $ 16,970 Depreciation and amortization expense of property and equipment for the years ended December 31, 2024, 2023 and 2022 was $ 6.7 million, $ 4.7 million and $ 5.0 million, respectively. F -38 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Accrued expenses Accrued expenses consist of: December 31, 2024 2023 (in thousands) Customer allowances and rebates $ 25,527 $ 29,162 Compensation and benefits 13,286 12,434 Vendor invoices 9,677 10,504 Freight 5,912 5,627 Wallace facility remediation 980 5,640 Royalties 5,598 5,104 Professional fees 2,628 2,284 Interest 1,026 1,740 Other non-income tax liabilities 1,164 555 Commissions 646 622 Other 4,404 4,684 Total $ 70,848 $ 78,356 Customer allowances and rebates, includes estimated variable consideration related to certain advertising, sales incentives and promotional deductions, volume rebates as well as allowances for returns. Other long-term liabilities Other long-term liabilities consist of: December 31, 2024 2023 (in thousands) Retirement benefit obligations $ 4,315 $ 5,063 Wallace facility remediation (1) 4,457 — Other non-income tax liabilities 3,075 3,156 Other long-term obligations 4,108 907 Total $ 15,955 $ 9,126 (1) The Wallace facility remediation liability was classified within accrued expenses in the Company’s Consolidated Balance Sheet at December 31, 2023. Based on current estimates of the project timeline a portion of the liability is classified within other long-term liabilities in the Company’s Consolidated Balance Sheet at December 31, 2024. Supplemental disclosure of cash flow information Year Ended December 31, 2024 2023 2022 (in thousands) Cash paid for interest $ 19,961 $ 18,626 $ 15,421 Cash paid for taxes, net of refunds 5,962 8,054 9,757 F -39 Table of Contents LIFETIME BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Components of accumulated other comprehensive loss, net Year Ended December 31, 2024 2023 2022 (in thousands) Accumulated translation adjustment: Balance at beginning of year $ ( 32,614 ) $ ( 36,072 ) $ ( 31,752 ) Translation adjustment during period 78 3,458 ( 4,320 ) Amount reclassified from accumulated other comprehensive loss (1) 14,152 — — Translation Adjustment 14,230 3,458 ( 4,320 ) Balance at end of year $ ( 18,384 ) $ ( 32,614 ) $ ( 36,072 ) Accumulated deferred gains (losses) on cash flow hedges: Balance at beginning of year $ ( 134 ) $ 923 $ 78 Change in unrealized gains (losses) 199 ( 527 ) 2,126 Amounts reclassified from accumulated other comprehensive loss: (2) Settlement of cash flow hedges 182 ( 530 ) ( 1,281 ) Net change in cash flow hedges, net of taxes of $ 12 , $( 30 ) and $( 190 ) 381 ( 1,057 ) 845 Balance at end of year $ 247 $ ( 134 ) $ 923 Accumulated effect of retirement benefit obligations: Balance at beginning of year $ ( 751 ) $ ( 705 ) $ ( 1,875 ) Change in retirement benefit obligations, net of tax of $( 173 ), $ 31 and $( 359 ) 519 ( 93 ) 1,054 Amount reclassified from accumulated other comprehensive loss: (3) Amortization of loss, net of tax of $( 17 ), $( 16 ) and $( 39 ) 54 47 116 Net effects of retirement benefit obligations 573 ( 46 ) 1,170 Balance at end of year $ ( 178 ) $ ( 751 ) $ ( 705 ) Total accumulated other comprehensive loss at end of period $ ( 18,315 ) $ ( 33,499 ) $ ( 35,854 ) (1) Amount is recorded in equity in losses on the consolidated statements of operations. (2) Amounts are recorded in interest expense and cost of goods sold on the consolidated statements of operations. (3) Amount is recorded in selling, general and administrative expenses on the consolidated statements of operations. F -40 Item 15(a) LIFETIME BRANDS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in thousands) COL. A COL. B COL. C COL. D COL. E Description Balance at beginning of period Additions Deductions Balance at end of period Accounts receivable allowances: Year ended December 31, 2024 Allowance for doubtful accounts (a) $ 7,311 $ 950 $ ( 69 ) $ 8,192 Allowance for anticipated customer deductions (b) 8,641 3,837 ( 6,577 ) 5,901 Total accounts receivable allowances: $ 15,952 $ 4,787 $ ( 6,646 ) $ 14,093 Year ended December 31, 2023 Allowance for doubtful accounts (a) $ 5,195 $ 2,116 $ — $ 7,311 Allowance for anticipated customer deductions (b) 9,411 6,900 ( 7,670 ) 8,641 Total accounts receivable allowances: $ 14,606 $ 9,016 $ ( 7,670 ) $ 15,952 Year ended December 31, 2022 Allowance for doubtful accounts (a) $ 4,656 $ 662 $ ( 123 ) $ 5,195 Allowance for anticipated customer deductions (b) 11,888 5,961 ( 8,438 ) 9,411 Total accounts receivable allowances: $ 16,544 $ 6,623 $ ( 8,561 ) $ 14,606 Deferred tax valuation allowance: Year ended December 31, 2024 $ 20,159 $ 2,516 $ ( 983 ) $ 21,692 Year ended December 31, 2023 $ 16,323 $ 3,895 $ ( 59 ) $ 20,159 Year ended December 31, 2022 $ 15,072 $ 1,932 $ ( 681 ) $ 16,323 (a) The allowance for doubtful accounts represents allowances for estimated credit 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 expectations of current and future economic conditions. Additions to the allowance for doubtful accounts are recognized in selling, general and administrative expense in the Company’s consolidated statement of operations. Deductions to the allowance for doubtful accounts represents receivables previously reserved that have been written-off, less any recoveries. (b) Additions to the allowance for anticipated customer deductions is recognized as a reduction of net sales. Deductions to the allowance for anticipated customer deductions includes deductions that were ultimately taken by the customer. S-1