Lifetime Brands, Inc 8-K/A, filed Nov 6, 2026
Lifetime Brands, Inc (LCUT)
8-K/A
2026-11-06
For: 2026-11-06
View Original
Added on
November 06, 2026
About this 8-K/A
Lifetime Brands, Inc filed this 8-K/A on November 6, 2026.
Lifetime Brands, Inc. clarified that Adjusted EBITDA for the trailing twelve months ended September 30, 2026 was $92.4 million before limitations and $84.5 million after the permitted non-recurring charge limitation; no other reported financial results changed. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 8-K/A
AMENDMENT NO.1
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 6, 2026
__________________________
(Exact Name of Registrant as Specified in Its Charter)
__________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Lifetime Brands, Inc. (the “Company”) on November 5, 2026 under Items 2.02 and 9.01 (the “Original 8-K”). Amendment No. 1 is being filed solely to clarify the Adjusted EBITDA measures for the trailing twelve months ended September 30, 2026 in the press release filed by the Company on November 5, 2026, announcing, among other things, financial results for the quarter ended September 30, 2026 (the “Earnings Release”), which was furnished as Exhibit 99.1 to the Original 8-K (the “Earnings Release”). The Earnings Release inadvertently omitted Adjusted EBITDA, before limitations, for the trailing twelve-month period ended September 30, 2026, which was $92.4 million. A revised version of the Earnings Release, which updates solely the information included under “Trailing Twelve Months Financial Results,” is included herewith as Exhibit 99.1 and is being posted on the Company’s website. There are no additional changes to the Earnings Release or the Original 8-K.
Item 2.02 Results of Operations and Financial Condition.
On November 6, 2026, the Company issued a revised Earnings Release as described above. A copy of the revised Earnings Release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit No. | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL document) | |||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lifetime Brands, Inc. | ||||||||
Date: November 6, 2026 | By: | /s/ Laurence Winoker | ||||||
| Laurence Winoker Executive Vice President, Treasurer and Chief Financial Officer | ||||||||
Exhibit 99.1
Lifetime Brands, Inc. Reports Third Quarter 2026 Financial Results
Declares Regular Quarterly Dividend
Board Authorizes $20M Share Repurchase Program
GARDEN CITY, NY, November 6, 2026 – Lifetime Brands, Inc. (NasdaqGS: LCUT). On November 5, 2026, Lifetime Brands, Inc. (the “Company”) issued a press release disclosing, among other matters, its financial results for the quarter ended September 30, 2026. Subsequent to the press release, the Company identified an inadvertent omission of Adjusted EBITDA, before limitations, for the trailing twelve-month period ended September 30, 2026, which was $92.4 million. This updated release clarifies the Adjusted EBITDA measures for the trailing twelve months ended September 30, 2026 and there are no other changes in the Company’s reported financial results. The updated release reads as follows.
GARDEN CITY, NY, November 5, 2026 – Lifetime Brands, Inc. (NasdaqGS: LCUT), a leading global designer, developer and marketer of a broad range of branded consumer products used in the home, today reported its financial results for the quarter ended September 30, 2026.
Rob Kay, Lifetime's Chief Executive Officer, commented, “We delivered net sales growth of 3.4% and expanded gross margin by 140 basis points in the third quarter as momentum continues across key parts of the business. International sales grew 18.8% and the segment approached breakeven as Project Concord takes hold. Home décor continues to grow, our Farberware relaunch is performing well, and our Dollar General partnership, launched in 2024, is on track to approach $20 million in sales this year. This year’s refinancing lowered our borrowing costs and strengthened our financial flexibility, and our new $20 million share repurchase authorization provides additional flexibility to return capital to shareholders. We look forward to sharing our capital allocation strategy and the tailwinds we see for 2027 at our Investor Day on December 1st.”
Third Quarter Financial Results:
Consolidated net sales for the three months ended September 30, 2026 were $177.7 million, representing an increase of $5.8 million, or 3.4%, as compared to net sales of $171.9 million for the corresponding period in 2025. In constant currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2026 average rates to 2025 local currency amounts, consolidated net sales increased by $5.8 million, or 3.4%, as compared to consolidated net sales in the corresponding period in 2025. A table reconciling this non-GAAP financial measure to consolidated net sales, as reported, is included below.
Gross margin for the three months ended September 30, 2026 was $64.9 million, or 36.5%, as compared to $60.4 million, or 35.1%, for the corresponding period in 2025. Gross margin for the current period included a charge for inventory reserves associated with a stock keeping unit rationalization ("SKU rationalization") of $3.3 million.
Selling, general and administrative expenses for the three months ended September 30, 2026 were $38.2 million, an increase of $2.7 million, or 7.6%, as compared to $35.5 million for the corresponding period in 2025.
Loss from operations was zero, as compared to income from operations of $6.7 million for the corresponding period in 2025. Loss from operations for the current period included a SKU rationalization charge of $3.3 million.
Adjusted income from operations(1) was $13.8 million, as compared to adjusted income from operations of $11.5 million for the corresponding period in 2025. The 2026 period included adjustments for acquisition-related intangible amortization expense of $4.3 million, acquisition-related diligence expenses of $0.3 million, restructuring expenses of $0.6 million, warehouse relocation and redesign expenses of $5.3 million, and a SKU rationalization charge of $3.3 million. The 2025 period included adjustments for acquisition-related intangible amortization expense of $4.4 million, restructuring expenses of $0.3 million and warehouse relocation and redesign expenses of $0.1 million.
Net loss was $(4.2) million, or $(0.19) per diluted share, as compared to net loss of $(1.2) million, or $(0.05) per diluted share, in the corresponding period in 2025. Net loss for the current period included a SKU rationalization charge of $3.3 million.
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Adjusted net income(1) was $8.4 million, or $0.37 per diluted share, as compared to adjusted net income of $2.5 million, or $0.11 per diluted share, in the corresponding period in 2025.
(1) A table reconciling this non-GAAP financial measure to its most comparable GAAP financial measure, as reported, is included below.
Nine Months Financial Results:
Consolidated net sales for the nine months ended September 30, 2026 were $462.8 million, an increase of $18.9 million, or 4.3%, as compared to net sales of $443.9 million for the corresponding period in 2025. In constant currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2026 average rates to 2025 local currency amounts, consolidated net sales increased by $17.8 million, or 4.0%, as compared to consolidated net sales in the corresponding period in 2025. A table reconciling this non-GAAP financial measure to consolidated net sales, as reported, is included below.
Gross margin for the nine months ended September 30, 2026 was $212.3 million, or 45.9%, as compared to $161.9 million, or 36.5%, for the corresponding period in 2025. Gross margin for the current period included a tariff refund benefit of $40.1 million.
Selling, general and administrative expenses for the nine months ended September 30, 2026 were $114.5 million, an increase of $10.0 million, or 9.6%, as compared to $104.5 million for the corresponding period in 2025. Selling, general and administrative expenses for the prior period included a net legal settlement gain of $6.4 million.
Income from operations was $29.4 million, as compared to loss from operations of $(29.4) million for the corresponding period in 2025. Income from operations for the current period included a tariff refund benefit of $40.1 million. Loss from operations for the prior period included a non-cash goodwill impairment charge of $33.2 million related to the U.S. segment.
Adjusted income from operations(1) was $59.8 million, as compared to $11.5 million for the corresponding period in 2025. The 2026 period included adjustments for acquisition-related intangible amortization expense of $12.9 million, acquisition-related diligence expenses of $2.3 million, restructuring expenses of $4.7 million, warehouse relocation and redesign expenses of $7.2 million, and SKU rationalization of $3.3 million. The 2025 period included adjustments for acquisition-related intangible amortization expense of $13.1 million, non-recurring gain related to a litigation settlement of $6.4 million, acquisition-related diligence expenses of $0.2 million, restructuring expenses of $0.3 million, warehouse relocation and redesign expenses of $0.2 million, severance expenses of $0.3 million and goodwill impairment charge of $33.2 million.
Net income was $10.6 million, or $0.47 per diluted share, as compared to net loss of $(45.1) million, or $(2.08) per diluted share, in the corresponding period in 2025. Net income for the current period included a pre-tax tariff refund benefit of $40.1 million. Net loss for the prior period included a non-cash goodwill impairment charge of $33.2 million.
Adjusted net income(1) was $35.3 million, or $1.57 per diluted share, as compared to adjusted net loss(1) of $(5.4) million, or $(0.25) per diluted share, in the corresponding period in 2025.
Trailing Twelve Months Financial Results:
Net income was $28.8 million for the trailing twelve months ended September 30, 2026.
Adjusted EBITDA(1) was $92.4 million for the trailing twelve months ended September 30, 2026, before limitations. After giving effect to the non-recurring charge limitation permitted under the Company’s Debt Agreements, Adjusted EBITDA for the trailing twelve months ended September 30, 2026 was $84.5 million. The limitations in the trailing twelve month period primarily relate to one-time expenses incurred for the move of our East Coast distribution operations and stock keeping unit rationalization. These Adjusted EBITDA amounts, both before and after giving effect to the non-recurring charge limitation permitted under the debt agreements, are reflected in the Company’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 5, 2026
Liquidity as of September 30, 2026 was $123.3 million, consisting of $5.9 million of cash and cash equivalents, $96.4 million of availability under the ABL Agreement, and $21.0 million of available funding under the Receivables Purchase Agreement.
(1) A table reconciling this non-GAAP financial measure to its most comparable GAAP financial measure, as reported, is included below.
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Subsequent Event
On November 3, 2026 (the "Effective Date"), the Company's Board of Directors (the "Board") authorized an increase to the Company’s previously-authorized share repurchase program (the “Repurchase Program”) such that the amount of the Company’s common stock, $0.01 par value per share (the “Common Stock”), available for repurchase as of the Effective Date is $20 million (exclusive of fees and commissions).
Under the Repurchase Program, Lifetime Brands may repurchase its Common Stock through a variety of methods, including open market purchases, which may or may not be pursuant to Rule 10b5-1 trading plans, privately negotiated transactions, block trades accelerated share repurchase, tender offers, or any combination of such methods. The timing and amount of shares of Common Stock that may be repurchased under the Repurchase Plan will depend on a variety of factors including, but not limited to, the share price, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The Repurchase Program does not have an expiration date and may be amended or terminated by the Board at any time without prior notice. Prior to the Effective Date, there was approximately $11.1 million available for repurchase under the Repurchase Program.
Dividend
On November 3, 2026, the Board declared a quarterly dividend of $0.0425 per share of Common Stock payable on February 12, 2027 to stockholders of record on January 29, 2027.
Full Year 2026 Guidance Updates
For the full year ending December 31, 2026, the Company is updating its financial guidance as follows:
(in millions - except per share data):
Previous Guidance for the Year Ending December 31, 2026 | Updated Guidance for the Year Ending December 31, 2026 | ||||||||||
| Net sales | $650 to $700 | $660 to $700 | |||||||||
| Income from operations | $48 to $50.5 | $42.5 to $45 | |||||||||
| Adjusted income from operations | $81.5 to $84 | $81.5 to $84 | |||||||||
| Net income | $23 to $24.5 | $19 to $20.5 | |||||||||
| Adjusted net income | $46 to $47.5 | $46 to $47.5 | |||||||||
| Diluted income per common share | $1.03 to $1.10 per share | $0.84 to $0.91 per share | |||||||||
| Adjusted diluted income per common share | $2.06 to $2.13 per share | $2.04 to $2.11 per share | |||||||||
| Weighted-average diluted shares | 22.3 | 22.5 | |||||||||
Adjusted EBITDA, before limitation | $90.5 to $93 | $90.5 to $93 | |||||||||
Tables reconciling non-GAAP financial measures to GAAP financial measures, as reported, are included below.
Conference Call
The Company has scheduled a conference call for Thursday, November 5, 2026 at 11:00 a.m. (Eastern Time). The dial-in number for the conference call is 1-833-862-0366 (USA) or 1-412-634-6210 (International).
In addition, a live webcast of the conference call will be accessible through:
https://viavid.webcasts.com/starthere.jsp?ei=1779613&tp_key=66d252e00e
For those who cannot listen to the live broadcast, an audio replay of the webcast will be available on the Company’s investor relations website at https://lifetimebrands.gcs-web.com/ or via telephone replay by dialing 1-844-512-2921 (USA) or 1-412-317-6671 (International) and entering access code 10212812. The replay of the webcast will be available for one year.
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Non-GAAP Financial Measures
This earnings release contains non-GAAP financial measures, including constant currency net sales, adjusted income from operations, adjusted net income (loss), adjusted diluted income (loss) per common share, adjusted EBITDA and adjusted EBITDA, before limitation. A non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets, or statements of cash flows of a company; or, includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. These non-GAAP financial measures are provided because the Company's management uses these financial measures in evaluating the Company’s on-going financial results and trends, and management believes that exclusion of certain items allows for more accurate period-to-period comparison of the Company’s operating performance by investors and analysts. Management uses these non-GAAP financial measures as indicators of business performance. These non-GAAP financial measures should be viewed as a supplement to, and not a substitute for, GAAP financial measures of performance. As required by SEC rules, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
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Forward-Looking Statements
In this press release, the use of the words “advance,” “believe,” “continue,” “could,” “deliver,” “drive,” “enable,” “expect,” “gain,” “goal,” “grow,” “intend,” “maintain,” “manage,” “may,” “outlook,” “plan,” “positioned,” “project,” “projected,” “should,” “take,” “target,” “unlock,” “will,” “would”, or similar expressions is intended to identify forward-looking statements. Such statements include all statements regarding the growth of the Company, the Company’s financial guidance, the Company’s capital allocation strategy and plans, including potential share repurchases, the Company’s ability to navigate the current environment and advance the Company’s strategy, the Company’s commitment to increasing investments in future growth initiatives, the Company’s initiatives to create value, the Company’s efforts to mitigate geopolitical factors and tariffs, the Company’s current and projected financial and operating performance, results, and profitability and all guidance related thereto, including forecasted exchange rates and effective tax rates, as well as the Company’s continued growth and success, future plans and intentions regarding the Company and its consolidated subsidiaries. Such statements represent the Company’s current judgments, estimates, and assumptions. The Company believes these judgments, estimates, and assumptions are reasonable, but these statements are not guarantees of any events or financial or operational results, and actual results may differ materially due to a variety of important factors. Such factors might include, among others, the Company’s ability to comply with the requirements of its credit agreements; the availability of funding under such credit agreements; the Company’s ability to maintain adequate liquidity and financing sources and an appropriate level of debt, as well as to deleverage its balance sheet; seasonality of the Company's cash flows; the possibility of impairments to the Company’s goodwill; the possibility of impairments to the Company’s intangible assets; the highly seasonal nature of the Company’s business; the Company’s ability to drive future growth and profitability from its European operations; changes in U.S. or foreign trade or tax law and policy; changes in general economic conditions that could impact the Company’s customers and affect customer purchasing practices or consumer spending; customer ordering behavior; the performance of the Company’s newer products; expenses and other challenges relating to the integration of any future acquisitions; changes in demand for the Company’s products; changes in the Company’s management team; the significant influence of the Company’s largest stockholder; fluctuations in foreign exchange rates; changes in U.S. trade policy or the trade policies of nations in which the Company or the Company’s suppliers do business; shortages of and price volatility for certain commodities; global health epidemic; social unrest, including related protests and disturbances; the emergence, continuation and consequences of geopolitical conditions, including political instability in the U.S. and abroad, unrest, sanctions, war and armed conflicts, increasing regional and global tensions, and associated disruptions and volatility in energy and oil markets; macro-economic challenges, including labor disputes, depreciation of the U.S. dollar, volatility in the capital markets, inflationary impacts and disruptions to the global supply chain; dependence on third-party manufacturers; increase in supply chain costs, including raw materials, sourcing, transportation and energy; the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures and/or economic sanctions implemented by the U.S. and other governments; impact of tariffs and trade policies, particularly with respect to China, including the risk of frequent changes, legal challenges, or reinstatement in modified form; the Company’s ability to successfully integrate acquired businesses; the Company’s expectations regarding customer purchasing practices and the future level of demand for the Company’s products; the Company’s ability to execute on the goals and strategies set forth in the Company’s Project Concord plan; and significant changes in the competitive environment and the effect of competition on the Company’s markets, including on the Company’s pricing policies, financing sources and ability to maintain an appropriate level of debt. The Company undertakes no obligation to update these forward-looking statements other than as required by law.
Lifetime Brands, Inc.
Lifetime Brands is a leading global designer, developer and marketer of a broad range of branded consumer products used in the home. The Company markets its products under well-known kitchenware brands, including Farberware®, KitchenAid®, Sabatier®, Amco Houseworks®, Chef’n® Chicago™ Metallic, Copco®, Fred® & Friends, Houdini™, KitchenCraft®, Kamenstein®, La Cafetière®, MasterClass®, Misto®, Swing-A-Way®, Taylor® Kitchen, Rabbit®, and Dolly®; respected tableware and giftware brands, including Mikasa®, Pfaltzgraff®, Fitz and Floyd®, Empire Silver™, Gorham®, International® Silver, Towle® Silversmiths, Wallace®, Wilton Armetale®, V&A®, Royal Botanic Gardens Kew®, Year & Day®, Dolly®, Royal Leerdam®, and ONIS®; and valued home solutions brands, including BUILT NY®, S’well®, Taylor® Bath, Taylor® Kitchen, Taylor® Weather, Elements®, Planet Box®, and Dolly®. The Company also provides exclusive private label products to leading retailers worldwide.
The Company’s corporate website is www.lifetimebrands.com.
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Contacts:
Lifetime Brands, Inc.
Laurence Winoker, Chief Financial Officer
516-203-3590
investor.relations@lifetimebrands.com
or
MZ North America
Shannon Devine
Main: 203-741-8811
LCUT@mzgroup.us
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LIFETIME BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands—except per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net sales | $ | 177,676 | $ | 171,912 | $ | 462,753 | $ | 443,859 | ||||||||||||||||||
| Cost of sales | 112,757 | 111,488 | 250,426 | 281,959 | ||||||||||||||||||||||
| Gross margin | 64,919 | 60,424 | 212,327 | 161,900 | ||||||||||||||||||||||
| Distribution expenses | 26,107 | 17,939 | 63,785 | 53,323 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 38,192 | 35,488 | 114,517 | 104,451 | ||||||||||||||||||||||
| Goodwill impairment | — | — | — | 33,237 | ||||||||||||||||||||||
| Restructuring expenses | 640 | 304 | 4,650 | 304 | ||||||||||||||||||||||
(Loss) income from operations | (20) | 6,693 | 29,375 | (29,415) | ||||||||||||||||||||||
| Interest expense, net | (2,111) | (5,013) | (10,745) | (14,982) | ||||||||||||||||||||||
Mark to market (loss) gain on interest rate derivatives | (39) | (8) | 465 | (755) | ||||||||||||||||||||||
| Loss on extinguishment of debt | (2,456) | — | (2,456) | — | ||||||||||||||||||||||
(Loss) income before income taxes | (4,626) | 1,672 | 16,639 | (45,152) | ||||||||||||||||||||||
Income tax benefit (provision) | 431 | (2,861) | (5,997) | 63 | ||||||||||||||||||||||
NET (LOSS) INCOME | $ | (4,195) | $ | (1,189) | $ | 10,642 | $ | (45,089) | ||||||||||||||||||
BASIC (LOSS) INCOME PER COMMON SHARE | $ | (0.19) | $ | (0.05) | $ | 0.48 | $ | (2.08) | ||||||||||||||||||
DILUTED (LOSS) INCOME PER COMMON SHARE | $ | (0.19) | $ | (0.05) | $ | 0.47 | $ | (2.08) | ||||||||||||||||||
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LIFETIME BRANDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands—except share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | 5,934 | $ | 4,267 | |||||||
Accounts receivable, less allowances of $10,730 at September 30, 2026 and $11,970 at December 31, 2025 | 154,381 | 161,861 | |||||||||
| Inventory | 214,588 | 194,046 | |||||||||
| Prepaid expenses and other current assets | 13,480 | 12,147 | |||||||||
| Income taxes receivable | — | 1,572 | |||||||||
| TOTAL CURRENT ASSETS | 388,383 | 373,893 | |||||||||
| PROPERTY AND EQUIPMENT, net | 25,999 | 15,441 | |||||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS | 92,024 | 48,506 | |||||||||
| INTANGIBLE ASSETS, net | 120,021 | 132,922 | |||||||||
| OTHER ASSETS | 3,424 | 1,793 | |||||||||
| TOTAL ASSETS | $ | 629,851 | $ | 572,555 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Current maturity of term loan | $ | — | $ | 5,022 | |||||||
| Accounts payable | 63,716 | 45,844 | |||||||||
| Accrued expenses | 78,378 | 64,294 | |||||||||
| Income taxes payable | 3,173 | — | |||||||||
| Current portion of operating lease liabilities | 13,414 | 16,143 | |||||||||
| TOTAL CURRENT LIABILITIES | 158,681 | 131,303 | |||||||||
| OTHER LONG-TERM LIABILITIES | 13,409 | 14,261 | |||||||||
| INCOME TAXES PAYABLE, LONG-TERM | 686 | 686 | |||||||||
| OPERATING LEASE LIABILITIES | 94,088 | 42,442 | |||||||||
| DEFERRED INCOME TAXES | 1,560 | 1,554 | |||||||||
| REVOLVING CREDIT FACILITY | 89,858 | 54,105 | |||||||||
| TERM LOAN | 58,351 | 125,927 | |||||||||
| STOCKHOLDERS’ EQUITY | |||||||||||
Preferred stock, $1.00 par value, shares authorized: 100 shares of Series A and 2,000,000 shares of Series B; none issued and outstanding | — | — | |||||||||
Common stock, $0.01 par value, shares authorized: 50,000,000 at September 30, 2026 and December 31, 2025; shares issued and outstanding: 22,984,460 at September 30, 2026 and 22,654,207 at December 31, 2025 | 230 | 227 | |||||||||
| Paid-in capital | 286,472 | 283,449 | |||||||||
Accumulated deficit | (55,736) | (63,354) | |||||||||
Accumulated other comprehensive loss | (17,748) | (18,045) | |||||||||
| TOTAL STOCKHOLDERS’ EQUITY | 213,218 | 202,277 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 629,851 | $ | 572,555 | |||||||
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LIFETIME BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
Net income (loss) | $ | 10,642 | $ | (45,089) | |||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 16,235 | 16,533 | |||||||||
| Goodwill impairment | — | 33,237 | |||||||||
| Non-cash restructuring charges | 296 | — | |||||||||
| Amortization of financing costs | 1,828 | 2,077 | |||||||||
| Gain on disposition of fixed assets | — | (94) | |||||||||
Mark to market (gain) loss on interest rate derivatives | (465) | 755 | |||||||||
| Operating leases, net | (658) | (1,734) | |||||||||
Provision for doubtful accounts | 71 | 1,129 | |||||||||
| Stock compensation expense | 2,893 | 3,100 | |||||||||
| Loss on extinguishment of debt | 2,456 | — | |||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | 7,261 | 29,010 | |||||||||
| Inventory | (20,911) | (15,912) | |||||||||
| Prepaid expenses, other current assets and other assets | 753 | (224) | |||||||||
| Accounts payable, accrued expenses and other liabilities | 31,645 | (15,843) | |||||||||
| Income taxes receivable | 1,572 | (2,215) | |||||||||
| Income taxes payable | 3,179 | (860) | |||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 56,797 | 3,870 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property and equipment | (8,670) | (3,221) | |||||||||
Net proceeds from sale of property | — | 94 | |||||||||
NET CASH USED IN INVESTING ACTIVITIES | (8,670) | (3,127) | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Proceeds from revolving credit facility | 269,389 | 236,941 | |||||||||
| Repayments of revolving credit facility | (233,287) | (219,726) | |||||||||
| Proceeds from term loan | 60,000 | — | |||||||||
| Repayments of term loan | (135,000) | (5,625) | |||||||||
| Payment of finance costs | (4,653) | — | |||||||||
| Payments for finance lease obligations | (36) | (33) | |||||||||
| Payments of tax withholding for stock based compensation | (183) | (416) | |||||||||
| Proceeds from the exercise of stock options | 294 | — | |||||||||
| Cash dividends paid | (2,936) | (2,858) | |||||||||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (46,412) | 8,283 | |||||||||
| Effect of foreign exchange on cash | (48) | 170 | |||||||||
INCREASE IN CASH AND CASH EQUIVALENTS | 1,667 | 9,196 | |||||||||
| Cash and cash equivalents at beginning of period | 4,267 | 2,929 | |||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 5,934 | $ | 12,125 | |||||||
9
LIFETIME BRANDS, INC.
Supplemental Information
(in thousands)
Reconciliation of GAAP to Non-GAAP Operating Results
Adjusted EBITDA for the twelve months ended September 30, 2026:
| Quarter Ended | Twelve Months Ended September 30, 2026 | ||||||||||||||||||||||||||||
| December 31, 2025 | March 31, 2026 | June 30, 2026 | September 30, 2026 | ||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
Net income (loss) as reported | $ | 18,152 | $ | (4,772) | $ | 19,609 | $ | (4,195) | $ | 28,794 | |||||||||||||||||||
Income tax (benefit) provision | (3,220) | (1,676) | 8,104 | (431) | 2,777 | ||||||||||||||||||||||||
| Interest expense, net | 5,048 | 4,512 | 4,122 | 2,111 | 15,793 | ||||||||||||||||||||||||
| Depreciation and amortization | 5,315 | 5,282 | 5,362 | 5,591 | 21,550 | ||||||||||||||||||||||||
Mark to market (gain) loss on interest rate derivatives | (1) | (294) | (210) | 39 | (466) | ||||||||||||||||||||||||
| Stock compensation expense | 201 | 1,043 | 949 | 901 | 3,094 | ||||||||||||||||||||||||
| Non-cash rent adjustment | (579) | (593) | (166) | 101 | (1,237) | ||||||||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | 2,456 | 2,456 | ||||||||||||||||||||||||
| Severance expense | 241 | — | — | — | 241 | ||||||||||||||||||||||||
| Acquisition-related diligence expenses | 1,799 | 1,104 | 972 | 182 | 4,057 | ||||||||||||||||||||||||
| Restructuring expenses | 24 | 2,030 | 1,980 | 640 | 4,674 | ||||||||||||||||||||||||
Warehouse relocation and redesign expenses(1) | 48 | 159 | 1,749 | 5,341 | 7,297 | ||||||||||||||||||||||||
SKU rationalization(2) | — | — | — | 3,342 | 3,342 | ||||||||||||||||||||||||
| Adjusted EBITDA, before limitation | 27,028 | 6,795 | 42,471 | 16,078 | 92,372 | ||||||||||||||||||||||||
Permitted non-recurring charge limitation (3) | (7,873) | ||||||||||||||||||||||||||||
Adjusted EBITDA(4)(5) | $ | 27,028 | $ | 6,795 | $ | 42,471 | $ | 16,078 | $ | 84,499 | |||||||||||||||||||
(1) For the twelve months ended September 30, 2026, warehouse relocation and redesign expenses were related to the U.S. segment.
(2) For the twelve months ended September 30, 2026, SKU rationalization included $2.0 million related to the U.S. segment, and $1.3 million related to the International segment.
(3) Permitted non-recurring charges include severance expenses, restructuring expenses, warehouse relocation and redesign expenses, and SKU rationalization. These are permitted exclusions from the Company’s adjusted EBITDA, subject to limitations, pursuant to the Company’s Debt Agreements.
(4) Adjusted EBITDA is a non-GAAP financial measure that is defined in the Company’s debt agreements. Adjusted EBITDA is defined as net income (loss), adjusted to exclude income tax (benefit) provision, interest, net, depreciation and amortization, gain on disposition of fixed assets, mark to market (gain) loss on interest rate derivatives, stock compensation expense, non-cash rent adjustment, loss on extinguishment of debt, and other items detailed in the table above that are consistent with exclusions permitted by the Company’s debt agreements. The quarters ended December 31, 2025, March 31, 2026, and June 30, 2026 have been recast for non-cash rent expense, to reflect the new definition of Adjusted EBITDA according to the Company's debt agreements.
(5) Adjusted EBITDA, less specified adjustment for the trailing twelve months ended September 30, 2026 was $44.4 million. It is used in the calculation of the Fixed Charge Ratio and minimum Adjusted EBITDA financial covenants. Adjusted EBITDA is defined above. The specified adjustment is defined as the IEEPA tariff refunds pursuant to the February 20, 2026 U.S. Supreme Court ruling that has been included in Net Income for the trailing twelve month period. IEEPA tariff refunds for the trailing twelve months ended September 30, 2026 was $40.1 million.
10
LIFETIME BRANDS, INC.
Supplemental Information
(in thousands—except per share data)
Reconciliation of GAAP to Non-GAAP Operating Results (continued)
Adjusted net income (loss) and adjusted diluted income (loss) per common share (in thousands -except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net (loss) income as reported | $ | (4,195) | $ | (1,189) | $ | 10,642 | $ | (45,089) | |||||||||||||||
Adjustments: | |||||||||||||||||||||||
Acquisition-related intangible amortization expense | 4,271 | 4,360 | 12,891 | 13,099 | |||||||||||||||||||
Legal settlement gain, net | — | — | — | (6,400) | |||||||||||||||||||
| Loss on extinguishment of debt | 2,456 | — | 2,456 | — | |||||||||||||||||||
| Acquisition-related diligence expenses | 182 | 49 | 2,258 | 172 | |||||||||||||||||||
Restructuring expenses | 640 | 304 | 4,650 | 304 | |||||||||||||||||||
Warehouse relocation and redesign expenses(1) | 5,341 | 76 | 7,249 | 215 | |||||||||||||||||||
Severance expense | — | — | — | 270 | |||||||||||||||||||
Mark to market loss (gain) on interest rate derivatives | 39 | 8 | (465) | 755 | |||||||||||||||||||
| Goodwill impairment | — | — | — | 33,237 | |||||||||||||||||||
SKU rationalization(2) | 3,342 | — | 3,342 | — | |||||||||||||||||||
Income tax effect on adjustments | (3,674) | (1,103) | (7,741) | (10,278) | |||||||||||||||||||
Income tax provision adjustment(3) | — | — | — | 8,309 | |||||||||||||||||||
Adjusted net income (loss)(4) | $ | 8,402 | $ | 2,505 | $ | 35,282 | $ | (5,406) | |||||||||||||||
Adjusted diluted income (loss) per common share(5) | $ | 0.37 | $ | 0.11 | $ | 1.57 | $ | (0.25) | |||||||||||||||
(1) For the three and nine months ended September 30, 2026 and 2025, warehouse relocation and redesign expenses were related to the U.S. segment.
(2) For the three and nine months ended September 30, 2026, SKU rationalization included $2.0 million related to the U.S. segment, and $1.3 million related to the International segment.
(3) The income tax provision adjustment is calculated using the effective tax rate for the three and nine months ended September 30, 2025 of 0.0% applied to the goodwill impairment adjustment. The income tax provision adjustment for the three and nine months ended September 30, 2025 provides important comparative analysis because the effective tax method was unusual due to timing of certain non-deductible expenses, including goodwill impairment.
(4) Adjusted net income and adjusted diluted income per common share for the three and nine months ended September 30, 2026 excludes acquisition-related intangible amortization expense, loss on extinguishment of debt, acquisition-related diligence expenses, restructuring expenses, warehouse relocation and redesign expenses, mark to market loss (gain) on interest rate derivatives and SKU rationalization. The income tax effect on adjustments reflects the statutory tax rates applied on the adjustments and the income tax provision adjustment.
Adjusted net income and adjusted diluted income per common share for the three and nine months ended September 30, 2025 excludes acquisition-related intangible amortization expense, a legal settlement gain, net, acquisition related diligence expenses, restructuring expenses, warehouse relocation and redesign expenses, severance expense, mark to market loss on interest rate derivatives, and goodwill impairment. The income tax effect on adjustments reflects the statutory tax rates applied on the adjustments.
(5) Adjusted diluted income per common share is calculated based on diluted weighted-average shares outstanding of 22,789 and 21,834 for the three months ended September 30, 2026 and 2025, respectively. Adjusted diluted income per common share is calculated based on diluted weighted-average shares outstanding of 22,481 and 21,683 for the nine month period ended September 30, 2026 and 2025, respectively. The diluted weighted-average shares outstanding for the three and nine months ended September 30, 2026 include the effect of dilutive securities of 543 and 460, respectively. The diluted weighted-average shares outstanding for the three and nine months ended September 30, 2025 included the effect of dilutive securities of 66 and zero, respectively.
11
Adjusted income from operations (in thousands): | ||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(Loss) income from operations | $ | (20) | $ | 6,693 | $ | 29,375 | $ | (29,415) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Acquisition-related intangible amortization expense | 4,271 | 4,360 | 12,891 | 13,099 | ||||||||||||||||||||||
Legal settlement gain, net | — | — | — | (6,400) | ||||||||||||||||||||||
| Acquisition-related diligence expenses | 182 | 49 | 2,258 | 172 | ||||||||||||||||||||||
Restructuring expenses | 640 | 304 | 4,650 | 304 | ||||||||||||||||||||||
Warehouse relocation and redesign expenses(1) | 5,341 | 76 | 7,249 | 215 | ||||||||||||||||||||||
SKU rationalization(2) | 3,342 | — | 3,342 | — | ||||||||||||||||||||||
Severance expense | — | — | — | 270 | ||||||||||||||||||||||
| Goodwill impairment | — | — | — | 33,237 | ||||||||||||||||||||||
Total adjustments | 13,776 | 4,789 | 30,390 | 40,897 | ||||||||||||||||||||||
Adjusted income from operations(3) | $ | 13,756 | $ | 11,482 | $ | 59,765 | $ | 11,482 | ||||||||||||||||||
(1) For the three and nine months ended September 30, 2026 and 2025, warehouse relocation and redesign expenses were related to the U.S. segment.
(2) For the three and nine months ended September 30, 2026, SKU rationalization included $2.0 million related to the U.S. segment, and $1.3 million related to the International segment.
(3) Adjusted income from operations for the three and nine months ended September 30, 2026 excludes acquisition-related intangible amortization expense, acquisition-related diligence expenses, restructuring expenses, warehouse relocation and redesign expenses, and SKU rationalization. Adjusted income from operations for the three and nine months ended September 30, 2025, excludes acquisition-related intangible amortization expense, a legal settlement gain, net, acquisition-related diligence expenses, restructuring expenses, warehouse relocation and redesign expenses, severance expenses, and goodwill impairment.
12
LIFETIME BRANDS, INC.
Supplemental Information
(in thousands)
Reconciliation of GAAP to Non-GAAP Operating Results (continued)
Constant Currency:
As Reported Three Months Ended September 30, | Constant Currency (1) Three Months Ended September 30, | Year-Over-Year Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | 2026 | 2025 | Increase (Decrease) | 2026 | 2025 | Increase (Decrease) | Currency Impact | Excluding Currency | Including Currency | Currency Impact | |||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | $ | 161,293 | $ | 158,121 | $ | 3,172 | $ | 161,293 | $ | 158,112 | $ | 3,181 | $ | 9 | 2.0% | 2.0% | —% | ||||||||||||||||||||||||||||||||||||||||||
| International | 16,383 | 13,791 | 2,592 | 16,383 | 13,775 | 2,608 | 16 | 18.9% | 18.8% | (0.1)% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 177,676 | $ | 171,912 | $ | 5,764 | $ | 177,676 | $ | 171,887 | $ | 5,789 | $ | 25 | 3.4% | 3.4% | —% | ||||||||||||||||||||||||||||||||||||||||||
As Reported Nine Months Ended September 30, | Constant Currency (1) Nine Months Ended September 30, | Year-Over-Year Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | 2026 | 2025 | Increase (Decrease) | 2026 | 2025 | Increase (Decrease) | Currency Impact | Excluding Currency | Including Currency | Currency Impact | |||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | $ | 420,167 | $ | 405,946 | $ | 14,221 | $ | 420,167 | $ | 405,954 | $ | 14,213 | $ | (8) | 3.5% | 3.5% | —% | ||||||||||||||||||||||||||||||||||||||||||
| International | 42,586 | 37,913 | 4,673 | 42,586 | 38,975 | 3,611 | (1,062) | 9.3% | 12.3% | 3.0% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 462,753 | $ | 443,859 | $ | 18,894 | $ | 462,753 | $ | 444,929 | $ | 17,824 | $ | (1,070) | 4.0% | 4.3% | 0.3% | ||||||||||||||||||||||||||||||||||||||||||
(1) “Constant Currency” is determined by applying the 2026 average exchange rates to the prior year local currency sales amounts, with the difference between the change in “As Reported” net sales and “Constant Currency” net sales, reported in the table as “Currency Impact.” Constant currency sales growth is intended to exclude the impact of fluctuations in foreign currency exchange rates.
13
LIFETIME BRANDS, INC.
Supplemental Information
Reconciliation of GAAP to Non-GAAP Guidance
Adjusted EBITDA guidance for the full year ending December 31, 2026 (in millions):
| Net income guidance | $19 to $20.5 | ||||
| Income tax expense | 7.5 to 8.5 | ||||
Interest expense, net(1) | 13.5 | ||||
| Depreciation and amortization | 21.5 | ||||
| Stock compensation expense | 4 | ||||
| Non-cash rent adjustment | 0.5 | ||||
| Loss on extinguishment of debt | 2.5 | ||||
Acquisition-related diligence expenses | 2 | ||||
| Restructuring expenses | 7 | ||||
| Warehouse relocation and redesign expenses | 9.5 | ||||
| SKU rationalization | 3.5 | ||||
Adjusted EBITDA guidance, before limitation | $90.5 to $93 | ||||
Adjusted net income and adjusted diluted income per common share guidance for the full year ending December 31, 2026 (in millions - except per share data): | |||||
| Net income guidance | $19 to $20.5 | ||||
Acquisition-related intangible amortization expense | 17 | ||||
| Acquisition-related diligence expenses | 2 | ||||
| Restructuring expenses | 7 | ||||
| Warehouse relocation and redesign expenses | 9.5 | ||||
| Loss on extinguishment of debt | 2.5 | ||||
| SKU rationalization | 3.5 | ||||
| Mark to market gain on interest rate derivatives | (0.5) | ||||
| Income tax effect on adjustment | (14) | ||||
| Adjusted net income guidance | $46 to $47.5 | ||||
| Adjusted diluted income per share guidance | $2.04 to $2.11 | ||||
Adjusted income from operations guidance for the full year ending December 31, 2026 (in millions): | ||||||||||||||
| Income from operations guidance | $42.5 to $45 | |||||||||||||
Acquisition-related intangible amortization expense | 17 | |||||||||||||
| Acquisition-related diligence expenses | 2 | |||||||||||||
| Restructuring expenses | 7 | |||||||||||||
| Warehouse relocation and redesign expenses | 9.5 | |||||||||||||
| SKU rationalization | 3.5 | |||||||||||||
| Adjusted income from operations | $81.5 to $84 | |||||||||||||
(1) Includes estimate for interest expense and mark to market gain on interest rate derivatives and interest income related to tariff refunds.
14
LIFETIME BRANDS, INC.
Supplemental Information
Reconciliation of GAAP to Non-GAAP Previous Guidance
Adjusted EBITDA guidance for the full year ending December 31, 2026 (in millions):
| Net income guidance | $23 to $24.5 | ||||
| Income tax expense | 8.5 to 9.5 | ||||
Interest expense(1) | 16.5 | ||||
| Depreciation and amortization | 22 | ||||
| Stock compensation expense | 4 | ||||
| Acquisition-related diligence expenses | 2 | ||||
| Restructuring expenses | 7.5 | ||||
| Warehouse relocation and redesign expenses | 7 | ||||
| Adjusted EBITDA guidance | $90.5 to $93 | ||||
Adjusted net income and adjusted diluted income per common share guidance for the full year ending December 31, 2026 (in millions - except per share data): | |||||
| Net income guidance | $23 to $24.5 | ||||
| Acquisition-related intangible amortization expense | 17 | ||||
| Acquisition-related diligence expenses | 2 | ||||
| Restructuring expenses | 7.5 | ||||
| Warehouse relocation and redesign expenses | 7 | ||||
| Mark to market gain on interest rate derivatives | (0.5) | ||||
| Income tax effect on adjustment | (10) | ||||
| Adjusted net income guidance | $46 to $47.5 | ||||
| Adjusted diluted income per share guidance | $2.06 to $2.13 | ||||
Adjusted income from operations guidance for the full year ending December 31, 2026 (in millions): | ||||||||||||||
| Income from operations guidance | $48 to $50.5 | |||||||||||||
| Acquisition-related intangible amortization expense | 17 | |||||||||||||
| Acquisition-related diligence expenses | 2 | |||||||||||||
| Restructuring expenses | 7.5 | |||||||||||||
| Warehouse relocation and redesign expenses | 7 | |||||||||||||
| Adjusted income from operations | $81.5 to $84 | |||||||||||||
(1) Includes estimate for interest expense and mark to market gain on interest rate derivatives.
15