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What changed in LIFETIME BRANDS, INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LIFETIME BRANDS, INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+335 added−293 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-13)

Top changes in LIFETIME BRANDS, INC's 2025 10-K

335 paragraphs added · 293 removed · 243 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe Company’s sales and marketing efforts are supported from its principal office and showroom in Garden City, New York, as well as showrooms in New York, New York; Medford, Massachusetts; Atlanta, Georgia; Bentonville, Arkansas; Issaquah, Washington; Pawtucket, Rhode Island; Menomonee Falls, Wisconsin; and Aston, England. 6 Table of Contents The Company generally collaborates with its largest wholesale customers and in many instances produces specific versions of the Company’s product lines with exclusive designs and/or packaging for them.
Biggest changeThe Company has developed a range of promotional programs for use in the ordinary course of business to promote sales throughout the year. 6 Table of Contents The Company’s sales and marketing efforts are supported from its principal office and showroom in Garden City, New York, as well as showrooms in New York, New York; Medford, Massachusetts; Atlanta, Georgia; Bentonville, Arkansas; Issaquah, Washington; Pawtucket, Rhode Island; Menomonee Falls, Wisconsin; and Aston, England.
The Company also has a subsidiary in the People’s Republic of China (“China”) to supply the Company’s products to the Chinese market and subsidiaries based in Hong Kong, Australia and New Zealand to facilitate the sale of its products to Asia Pacific region and smaller markets elsewhere in the world.
The Company also has a subsidiary in the People’s Republic of China (“China”) to supply the Company’s products to the Chinese market and subsidiaries based in Hong Kong, Australia and New Zealand to facilitate the sale of its products to the Asia Pacific region and smaller markets elsewhere in the world.
The Company has manufacturing operations in Mexico to manufacture certain of the Company’s products. COMPETITION The markets for kitchenware, tableware and other products used in the home are highly competitive and include numerous domestic and foreign competitors, some of which are larger than the Company.
The Company has manufacturing operations in Mexico to manufacture certain of the Company’s products. COMPETITION The markets for kitchenware, tableware and other home solution products used in the home are highly competitive and include numerous domestic and foreign competitors, some of which are larger than the Company.
The primary competitive factors in selling such products are innovative products, brand, quality, aesthetic appeal to consumers, packaging, breadth of product line, distribution capability and selling price. PATENTS AND LICENSES The Company owns approximately 1,050 design and utility patents.
The primary competitive factors in selling such products are innovative products, brand, quality, aesthetic appeal to consumers, packaging, breadth of product line, distribution capability and selling price. PATENTS AND LICENSES The Company owns approximately 1,060 design and utility patents.
The Company operates distribution facilities at the following locations: Location Size (square feet) Rialto, California 703,000 Robbinsville, New Jersey 700,000 Aston, England 228,000 Winchendon, Massachusetts 175,000 Las Cruces, New Mexico 47,000 Medford, Massachusetts 5,600 Additionally, the Company uses third-party operated distribution facilities to supplement its distribution capacity, including a distribution facility located in Rotterdam, Netherlands.
The Company operates distribution facilities at the following locations: Location Size (square feet) Rialto, California 703,000 Robbinsville, New Jersey 700,000 Aston, England 228,000 Winchendon, Massachusetts 175,000 Las Cruces, New Mexico 47,000 Medford, Massachusetts 5,600 Additionally, the Company uses third-party operated distribution facilities to supplement its distribution capacity, including distribution facilities located in Rotterdam, Netherlands, Australia and New Zealand.
Item 1. Business OVERVIEW 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 designs, sources and sells branded kitchenware, tableware and other home solution 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 top brands and their respective product categories as of December 31, 2024 are: Brand Licensed/Owned Product Category Farberware® Licensed (1) Kitchenware Mikasa® Owned Tableware and Home Solutions KitchenAid® Licensed Kitchenware Taylor® Owned Kitchenware and Home Solutions Pfaltzgraff® Owned Kitchenware, Tableware and Home Solutions Fred® & Friends Owned Kitchenware Kamenstein® Owned Kitchenware BUILT NY® Owned Home Solutions S'well® Owned Home Solutions Rabbit® Owned Kitchenware (1) The Company has a royalty free license to utilize the Farberware® brand, primarily for its kitchenware products, for a term that expires in 2195, subject to earlier termination under certain circumstances.
The Company’s top brands and their respective product categories as of December 31, 2025 are: Brand Licensed/Owned Product Category Farberware® Licensed (1) Kitchenware KitchenAid® Licensed Kitchenware Mikasa® Owned Tableware and Home Solutions Taylor® Owned Kitchenware and Home Solutions Pfaltzgraff® Owned Kitchenware, Tableware and Home Solutions Dolly Parton® Licensed Kitchenware, Tableware and Home Solutions Fred® & Friends Owned Kitchenware S'well® Owned Home Solutions Sabatier® Licensed Kitchenware Kamenstein® Owned Kitchenware (1) The Company has a royalty free license to utilize the Farberware® brand, primarily for its kitchenware products, for a term that expires in 2195, subject to earlier termination under certain circumstances.
SOURCES OF SUPPLY The Company sources its products from hundreds of suppliers, almost all of which are located outside the United States. Most of the Company’s suppliers are located in China.
SOURCES OF SUPPLY The Company sources its products from hundreds of suppliers, almost all of which are located outside the United States.
At December 31, 2024, the Company had approximately 1,180 full-time employees, of whom approximately 130 were located in Asia, 190 were located in Europe and 860 were located in the United States and Puerto Rico. The Company also hires seasonal workers at its distribution centers through temporary staffing agencies.
At December 31, 2025, the Company had approximately 1,080 full-time employees, of whom approximately 130 were located in Asia Pacific, 160 were located in Europe and 790 were located in the United States and Puerto Rico. The Company also hires seasonal workers at its distribution centers through temporary staffing agencies.
DESIGN AND INNOVATION At the heart of the Company is a culture of innovation and new product development. The Company’s global in-house design and development teams currently consist of approximately 70 professional designers, artists and engineers. Utilizing the latest available design tools, technology and materials, these teams create new products, redesign existing products and create packaging and merchandising concepts.
The Company’s global in-house design and development teams currently consist of approximately 75 professional designers, artists and engineers. Utilizing the latest available design tools, technology and materials, these teams create new products, redesign existing products and create packaging and merchandising concepts.
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.
During the year ended December 31, 2025, sales to TJX accounted for 11% of consolidated net sales. Sales to Amazon and TJX are included in the Company’s U.S. and International segments. Sales to Walmart and Costco are included in the Company’s U.S. segment. No other customers accounted for 10% or more of the Company’s sales during these periods.
Further, the Company offers professional development opportunities to cultivate talent throughout the Company. The Company also aims to foster an inclusive community. 7 Table of Contents REGULATORY MATTERS The Company and its affiliates are subject to significant regulation by various governmental, regulatory and other administrative authorities.
Further, the Company offers professional development opportunities to eligible employees in order to cultivate talent throughout the Company. 7 Table of Contents REGULATORY MATTERS The Company and its affiliates are subject to significant regulation by various governmental, regulatory and other administrative authorities.
The Company originally entered into a licensing arrangement for use of the KitchenAid brand in 2000, and has renewed the license, typically for three to four year periods, since that time. HUMAN CAPITAL The Company aspires to hire and retain the best and brightest employees.
The Company originally entered into a licensing arrangement for use of the KitchenAid brand in 2000, and has renewed the license, typically for three to four year periods, since that time. HUMAN CAPITAL The Company seeks to attract, develop and retain qualified employees to support its operations and strategic objectives.
The Company has a presence in Canada through a strategic alliance with a Canadian company to distribute many of the Company’s products in Canada. The Company is a Delaware corporation, incorporated on December 22, 1983.
The Company has a presence in Canada through a strategic alliance with a Canadian company to distribute many of the Company’s products in Canada.
(“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 years ended December 31, 2025, 2024 and 2023, sales to Amazon accounted for 12%, 13% and 11% of consolidated net sales, respectively. During the years ended December 31, 2025, 2024 and 2023, sales to Costco accounted for 11% of consolidated net sales, respectively.
As of December 31, 2024, the Company occupied 27,000 square feet of this facility. SALES AND MARKETING The Company’s sales and marketing staff coordinates directly with its wholesale customers to devise marketing strategies and merchandising concepts and to furnish advice on advertising and product promotion.
SALES AND MARKETING The Company’s sales and marketing staff coordinates directly with its wholesale customers to devise marketing strategies and merchandising concepts and to furnish advice on advertising and product promotion.
CUSTOMERS The Company’s wholesale customers include mass market merchants, specialty stores, department stores, warehouse clubs, grocery stores, off-price retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce.
CUSTOMERS The Company’s wholesale customers include mass market merchants, specialty stores, department stores, warehouse clubs, grocery stores, off-price retailers, dollar channel retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce retailers and marketplaces. The Company’s products are sold globally to a diverse customer base including mass market merchants (such as Walmart Inc.
In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period. 8 Table of Contents
In 2025, net sales for the third and fourth quarters accounted for 58% of total annual net sales, respectively. In anticipation of the pre-holiday shipping season, inventory levels typically increase primarily in the June through October time period. 8 Table of Contents
The Company also does business with independent retailers, including through business-to-business websites aimed at independent retailers. The Company also operates its own consumer websites that provide information about the Company’s products and offer consumers the opportunity to purchase a limited selection of the Company’s products directly. During the years ended December 31, 2024, 2023 and 2022, Wal-Mart Stores, Inc.
The Company also operates its own consumer websites that provide information about the Company’s products and offer consumers the opportunity to purchase a limited selection of the Company’s products directly. During the years ended December 31, 2025, 2024 and 2023, Walmart accounted for 17%, 19% and 21% of consolidated net sales, respectively.
As a manufacturer and distributor of consumer products, the Company is subject to the Consumer Products Safety Act in the United States and the Consumer Protection Act in the U.K. Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which the Company or its subsidiaries and affiliates sell products.
Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which the Company or its subsidiaries and affiliates sell products. The Company’s spice filling operation and other certain scale products are regulated by the U.S. Food and Drug Administration.
The Company also sources products from suppliers across various countries including, Hong Kong, Taiwan, Japan, South Korea, Vietnam, Cambodia, Malaysia, Philippines, Thailand, India, the United States, Canada, Mexico, Argentina, Chile, Paraguay, Uruguay, the U.K., Italy, Portugal, Netherlands, Poland, Turkey, Czech Republic, Indonesia, Australia and New Zealand.
While the Company maintains key supplier relationships in China, it actively sources from a diverse global network spanning various countries including, Hong Kong, Taiwan, Japan, Vietnam, Cambodia, Malaysia, Philippines, Bangladesh, India, the United States, Canada, Mexico, the U.K., Portugal, the Netherlands, Turkey, Czech Republic, Germany, Slovakia, and Indonesia.
The Company’s products are sold globally to a diverse customer base including mass market merchants (such as Walmart and Target), specialty stores (such as Williams Sonoma and Dunelm), department stores (such as Macy’s, Kohl’s and Belk), warehouse clubs (such as Costco, and BJs), grocery stores (such as Publix, Kroger, Meijer, and Winn-Dixie), off-price retailers (such as TJX Companies and Ross Stores), food service distributors (such as US Foods, Clark Food Service and Jetro), food and beverage outlets (such as Starbucks) and e-commerce (such as Amazon).
(“Walmart”) and Target), specialty stores (such as Williams Sonoma and Dunelm), department stores (such as Macy’s, Kohl’s and Belk), warehouse clubs (such as Costco Wholesale Corporation (“Costco”), and BJs), grocery stores (such as Publix, Kroger, Meijer, and Fred Meyer), off-price retailers (such as the TJX Companies, Inc.
SEASONALITY The Company’s business and working capital needs are seasonal with a majority of sales occurring in the third and fourth quarters. In 2024, net sales for the third and fourth quarters accounted for 58% of total annual net sales, respectively.
The Company’s international operations are subject to additional risks, including compliance with foreign laws and regulations, value-added and other indirect taxes, import and export duties and tariffs, anti-dumping regulations and trade restrictions. SEASONALITY The Company’s business and working capital needs are seasonal with a majority of sales occurring in the third and fourth quarters.
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The Company has developed many promotional programs for use in the ordinary course of business to promote sales throughout the year.
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Item 1. Business OVERVIEW The Company is a Delaware corporation, incorporated on December 22, 1983.
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The Company’s spice filling operation and other certain scale products are regulated by the U.S. Food and Drug Administration.
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(“TJX”) and Ross Stores), dollar channel retailers (such as Dollar General), food service distributors (such as US Foods, Clark Food Service and Jetro), food and beverage outlets (such as Starbucks) and e-commerce retailers and online marketplaces (such as Amazon.com, Inc. (“Amazon”)). The Company also does business with independent retailers, including through business-to-business websites aimed at independent retailers.
Removed
The Company is subject to risks and uncertainties associated with economic and political conditions around the world, including but not limited to, foreign government regulations, taxes including value-added taxes, import and export duties/tariffs and quotas, anti-dumping regulations, incidents and fears involving security, man-made or natural disasters, health epidemics, terrorism and wars, political unrest and other restrictions on trade and travel.
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As of December 31, 2025, the Company occupied 27,000 square feet of the facility located in the Netherlands. The facilities in Australia and New Zealand are contracted based on usage.
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The Company generally collaborates with its largest wholesale customers and in many instances produces specific versions of the Company’s product lines with exclusive designs and/or packaging for them. DESIGN AND INNOVATION At the heart of the Company is a culture of innovation and new product development.
Added
As a manufacturer and distributor of consumer products, the Company is subject to the Consumer Products Safety Act in the United States and applicable consumer protection and product safety laws in the United Kingdom, the European Union and other jurisdictions in which it operates.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

97 edited+48 added−14 removed137 unchanged
Biggest changeThese general economic factors include, among others: • recession, inflation, deflation, unemployment and other factors adversely affecting consumer spending patterns generally; • government policies, including tax policies relating to value-added taxes, import and export duties and quotas, anti-dumping regulations and related tariffs, import and export controls and social compliance standards; • conditions affecting the retail environment for the home and other matters that influence consumer spending in the home retail industry specifically; • conditions affecting the housing markets; • consumer credit availability and consumer debt levels; • material input costs, including fuel and energy costs, freight costs, and labor cost inflation; • foreign currency translation; • interest rates and the ability to hedge interest rate risks; • the impact of natural disasters, conflicts and terrorist activities; • public health epidemics, such as the COVID-19 pandemic; • unfavorable economic conditions in the United States, the U.K., continental Europe, Asia and elsewhere; • political unrest, war, terrorism, geopolitical uncertainties, trade policies and sanctions, including the repercussions of the military conflict in Ukraine, Israel and surrounding areas (and any broadening of the conflict); • unstable economic and political conditions, lack of legal regulation enforcement, civil unrest and potential accompanying shifts in laws and regulations; and The occurrence of negative events related to any of the foregoing may adversely impact the Company’s results of operations and financial condition .
Biggest changeThese general economic factors include, among others: • recession, inflation, deflation, unemployment and other factors adversely affecting consumer spending patterns generally; • government policies, including tax policies relating to value-added taxes, import and export duties and quotas, anti-dumping regulations and related tariffs, import and export controls and social compliance standards; • conditions affecting the retail environment for the home and other matters that influence consumer spending in the home retail industry specifically; • conditions affecting the housing markets; • consumer credit availability and consumer debt levels, including tightening lending standards or increased credit defaults; • material input costs, including fuel and energy costs, freight costs, and labor cost inflation; • foreign currency translation, foreign exchange rate volatility, currency controls, and restrictions on capital movements; • interest rates and the ability to hedge interest rate risks; • the impact of natural disasters, conflicts and terrorist activities; • public health epidemics, such as the COVID-19 pandemic; • uncertainties relating to, and the potential for unfavorable economic conditions in the United States, the U.K., continental Europe, Asia and elsewhere; • political unrest, war, terrorism, geopolitical uncertainties, trade policies and sanctions, including the repercussions of the ongoing conflicts between Russia and the Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan (and any broadening of the conflict); • unstable economic and political conditions, lack of legal regulation enforcement, civil unrest and potential accompanying shifts in laws and regulations; and • legislative and regulatory risk.
Macroeconomic risks The Company’s business may be materially adversely affected by market conditions and by global and economic conditions and other factors beyond its control. The Company’s performance is affected by general economic factors, the strength of retail economies and political conditions that are beyond its control.
Macroeconomic risks The Company’s business may be materially adversely affected by market conditions, global and economic conditions and other factors beyond its control. The Company’s performance is affected by general economic factors, the strength of retail economies and political conditions that are beyond its control.
The Company does not expect that its disclosure controls or the Company’s internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
The Company does not expect that its disclosure controls or the Company’s internal controls over financial reporting will prevent or detect all errors or fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
New product introductions and product innovation are significant contributors to the Company’s growth strategy and the Company’s long-term success in the competitive retail environment depends in part on the Company’s ability to develop and market a continuing stream of innovative new products that meet changing consumer preferences.
New product introductions and product innovation are significant contributors to the Company’s growth strategy. The Company’s long-term success in the competitive retail environment depends in part on the Company’s ability to develop and market a continuing stream of innovative new products that meet changing consumer preferences.
The uncertainties associated with developing and introducing new products, such as the market demands and the costs of development and production may impede the successful development and introduction of new products.
The uncertainties associated with developing and introducing new products, such as market demands and the costs of development and production may impede the successful development and introduction of new products.
Acceptance of the new products may not meet sales expectations due to several factors, such as the Company’s failure to accurately predict market demand or its inability to resolve technical issues in a timely and cost-effective manner. Additionally, the inability to develop new products on a timely basis could result in the loss of business to competitors.
Acceptance of new products may not meet sales expectations due to several factors, such as the Company’s failure to accurately predict market demand or its inability to resolve technical issues in a timely and cost-effective manner. Additionally, the inability to develop new products on a timely basis could result in the loss of business to competitors.
Therefore, the Company is subject to increases and decreases in its investments in these entities resulting from the impact of fluctuations in foreign currency exchange rates. These entities also bear risks similar to those risks faced by the Company.
Therefore, the Company is subject to increases and decreases in its investments in these entities resulting from the impact of fluctuations in foreign currency exchange rates. These entities also bear risks similar to those faced by the Company.
Wayfair, Inc. et al reversed longstanding precedent that remote sellers are not required to collect state and local sales taxes and established that a state may enforce or adopt laws requiring online retailers to collect and remit sales tax if there is a substantial nexus between the online retailer’s activity and the state, even if the retailer has no physical presence within the taxing state.
Wayfair, Inc. et al reversed the longstanding precedent that remote sellers are not required to collect state and local sales taxes and established that a state may enforce or adopt laws requiring online retailers to collect and remit sales tax if there is a substantial nexus between the online retailer’s activity and the state, even if the retailer has no physical presence within the taxing state.
The Company’s leverage and the effects of seasonal fluctuations in its cash flow, borrowing requirements and ability to borrow could have significant negative consequences on the Company’s financial condition and results of operations, including: • impairing the Company’s ability to meet the financial covenants, if and when applicable, contained in the Debt Agreements or to generate cash sufficient to pay interest or principal due under its Debt Agreements, which could result in an acceleration of some or all of the Company’s outstanding debt; • limiting the Company’s ability to borrow money, dispose of assets or sell equity to fund the Company’s working capital, capital expenditures, dividend payments, debt service, strategic initiatives or for other obligations or purposes; • limiting the Company’s flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, its operations or business; • limiting the Company’s ability to enter into derivative agreements to hedge interest rate and foreign exchange risk; • making the Company more highly leveraged than some of its competitors, which may place the Company at a competitive disadvantage; • making the Company more vulnerable to downturns in the economy or its business; • requiring a substantial portion of the Company’s cash flow from operations to make interest payments; • making it more difficult for the Company to satisfy other obligations; • risking credit rating downgrades of the Company, which could increase future debt costs and limit the future availability of debt financing; and • preventing the Company from borrowing additional funds as needed or taking advantage of business opportunities as they arise, pay cash dividends or repurchase common stock.
The Company’s leverage and the effects of seasonal fluctuations in its cash flow, borrowing requirements and ability to borrow could have significant negative consequences on the Company’s financial condition and results of operations, including: • impairing the Company’s ability to meet the financial covenants, if and when applicable, contained in the Debt Agreements or to generate cash sufficient to pay interest or principal due under its Debt Agreements, which could result in an acceleration of some or all of the Company’s outstanding debt; • limiting the Company’s ability to borrow money, dispose of assets or sell equity to fund the Company’s working capital, capital expenditures, dividend payments, debt service, strategic initiatives or for other obligations or purposes; • limiting the Company’s flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, its operations or business; • limiting the Company’s ability to enter into derivative agreements to hedge interest rate and foreign exchange risk; • making the Company more highly leveraged than some of its competitors, which may place the Company at a competitive disadvantage; • making the Company more vulnerable to downturns in the economy or its business; • requiring a substantial portion of the Company’s cash flow from operations to make interest payments; • making it more difficult for the Company to satisfy other obligations; 11 Table of Contents • risking credit rating downgrades of the Company, which could increase future debt costs and limit the future availability of debt financing; and • preventing the Company from borrowing additional funds as needed or taking advantage of business opportunities as they arise, pay cash dividends or repurchase common stock.
The Company sources its products from suppliers located principally in Asia, Europe and the United States, which subjects the Company to various risks, including man-made or natural disasters, adverse macroeconomic conditions (including inflation, slower growth, and recession), and foreign currency changes, all of which could create disruptions in our supply chain.
The Company sources its products from suppliers located principally in Asia, Europe and the United States, which subjects the Company to various risks, including man-made or natural disasters, adverse macroeconomic conditions (including inflation, slower growth, and recession), and foreign currency changes, all of which could create disruptions in its supply chain.
Any changes in purchasing practices or decline in the financial condition, of Walmart, Costco and Amazon or other large customers, may have a material adverse impact on the business, results of operations and financial condition of the Company. The Company’s large customers also have significant purchasing leverage.
Any changes in purchasing practices or decline in the financial condition, of Walmart, Costco, Amazon and TJX or other large customers, may have a material adverse impact on the business, results of operations and financial condition of the Company. The Company’s large customers also have significant purchasing leverage.
In particular, the concentration of the Company’s business with Walmart, Costco and Amazon extends to its international business as well as through the Company’s strategic alliance in Canada, due to the market presence of Walmart, Costco and Amazon in these foreign countries.
In particular, the concentration of the Company’s business with Walmart, Costco, Amazon and TJX extends to its international business as well as through the Company’s strategic alliance in Canada, due to the market presence of Walmart, Costco, Amazon and TJX in these foreign countries.
Given the Company’s reliance upon non-domestic suppliers, any significant changes to the U.S. trade policies (and those of other countries in response) or changes without sufficient notice may cause a material adverse effect on its ability to source products from other countries or significantly increase the costs of obtaining such products, which could result in a material adverse effect on our financial results.
Given the Company’s reliance upon non-domestic suppliers, primarily China, any significant changes to the U.S. trade policies (and those of other countries in response) or changes without sufficient notice may cause a material adverse effect on its ability to source products from other countries or significantly increase the costs of obtaining such products, which could result in a material adverse effect on our financial results.
Under the Stockholders Agreement, for so long as Taylor Parent continues to beneficially own at least 50% of the shares it received at the consummation of the acquisition, neither the Company nor any of its subsidiaries may take any of the following actions without the approval of the directors designated by Taylor Parent, such approval not to be unreasonably withheld: (i) enter into any agreement 22 Table of Contents for a transaction that would result in a change of control of the Company; (ii) consummate any transaction for the sale of all or substantially all of the Company’s assets; (iii) file for reorganization pursuant to Chapter 11, or for liquidation pursuant to Chapter 7, of the U.S.
Under the Stockholders Agreement, for so long as Taylor Parent continues to beneficially own at least 50% of the shares it received at the consummation of the acquisition, neither the Company nor any of its subsidiaries may take any of the following actions without the approval of the directors designated by Taylor Parent, such approval not to be unreasonably withheld: (i) enter into any agreement for a transaction that would result in a change of control of the Company; (ii) consummate any transaction for the sale of all or substantially all of the Company’s assets; (iii) file for reorganization pursuant to Chapter 11, or for liquidation pursuant to Chapter 7, of the U.S.
Accordingly, Taylor Parent’s influence over the Company and the consequences of such control could have a material adverse effect on the Company’s business and business prospects and negatively impact the trading price of its common stock. Item 1B. Unresolved Staff Comments None. 23 Table of Contents
Accordingly, Taylor Parent’s influence over the Company and the consequences of such control could have a material adverse effect on the Company’s business and business prospects and negatively impact the trading price of its common stock. 24 Table of Contents Item 1B. Unresolved Staff Comments None.
If the Company is unable to establish or adequately protect its intellectual property rights, the Company’s business, financial condition and results of operations could be materially and adversely affected. If the Company is unable to protect the confidentiality of its proprietary information and know-how, the value of the Company’s technology, products and services could be harmed significantly.
If the Company is unable to establish or adequately protect its intellectual property rights, the Company’s business, financial condition and results of operations could be materially and adversely affected. If the Company is unable to protect the confidentiality of its proprietary information and know-how, the value of the Company’s technology, products and services could be materially adversely affected.
Accordingly, the Company is subject to various risks, including: • U.S.-imposed embargoes of sales to specific countries; • foreign import controls (which may be arbitrarily imposed or enforced); • import regulations and duties; • export regulations (which require the Company to comply with stringent licensing regimes); • anti-dumping regulations; • price and currency controls; • exchange rate fluctuations; • dividend remittance restrictions; • expropriation of assets; • war, civil uprisings and riots; • government instability; • the necessity of obtaining governmental approval for new and continuing products and operations; • legal systems or decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied; • restructuring and integration of the Company's European operations; • public health epidemics; 19 Table of Contents • unanticipated income taxes, excise duties, import taxes, export taxes or other governmental assessments • locating and entering into agreements with third-party logistics providers to assist in certain locations outside the United States.
Accordingly, the Company is subject to various risks, including: • U.S.-imposed embargoes and sanctions on sales to specific countries; • foreign import controls (which may be arbitrarily imposed or enforced); • import regulations and duties; • export regulations (which require the Company to comply with stringent licensing regimes); • anti-dumping regulations; • price and currency controls; • exchange rate fluctuations; 20 Table of Contents • dividend remittance restrictions; • expropriation of assets; • war, civil unrest and riots; • government instability; • the necessity of obtaining governmental approval for new and continuing products and operations; • legal systems or decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied; • restructuring and integration of the Company's European operations; • public health epidemics; • unanticipated income taxes, excise duties, import taxes, export taxes or other governmental assessments; • locating and entering into agreements with third-party logistics providers to assist in certain locations outside the United States.
The Company’s success and sales growth is also dependent on its evaluation of consumer preferences and changing trends. As certain online retailers grow they may continue to demand lower pricing, special packaging, shorter lead times for the delivery of products, smaller more frequent shipments, or impose other requirements on product suppliers.
The Company’s success and sales growth is also dependent on its evaluation of consumer preferences and changing trends. 15 Table of Contents As certain online retailers grow they may continue to demand lower pricing, special packaging, shorter lead times for the delivery of products, smaller more frequent shipments, or impose other requirements on product suppliers.
A disruption from such third‑party suppliers, 16 Table of Contents manufacturers or service providers, capacity constraints, production disruptions, price increases, quality control issues, recalls or other decreased availability of parts and products could adversely affect our ability to meet our commitments to customers and have a material adverse effect on our business, financial condition and results of operations.
A disruption from such third‑party suppliers, manufacturers or service providers, capacity constraints, production disruptions, price increases, quality control issues, recalls or other decreased availability of parts and products could adversely affect our ability to meet our commitments to customers and have a material adverse effect on our business, financial condition and results of operations.
To the extent that consultants, vendors, key employees or other third parties apply technology independently developed by them or by others to the Company’s proposed products in the absence of a valid license or suitable non-disclosure or assignment of inventions provisions, disputes may arise as to the ownership of or rights to use such technology, which may not be resolved in the Company’s favor.
To the extent that 19 Table of Contents consultants, vendors, key employees or other third parties apply technology independently developed by them or by others to the Company’s proposed products in the absence of a valid license or suitable non-disclosure or assignment of inventions provisions, disputes may arise as to the ownership of or rights to use such technology, which may not be resolved in the Company’s favor.
The Company is also subject to the risks of currency controls and devaluations. Currency controls may limit the Company’s ability to convert currencies into U.S. dollars or 12 Table of Contents other currencies, as needed, to pay dividends or make other payments from funds held by subsidiaries in countries imposing such controls, which could adversely affect the Company’s liquidity.
The Company is also subject to the risks of currency controls and devaluations. Currency controls may limit the Company’s ability to convert currencies into U.S. dollars or other currencies, as needed, to pay dividends or make other payments from funds held by subsidiaries in countries imposing such controls, which could adversely affect the Company’s liquidity.
The Company holds certain rights to use the Farberware brand for kitchen tools, cutlery, cutting boards, shears and certain other products which together represent a material portion of its sales, through a fully-paid, royalty-free license for a term that expires in 2195, subject to earlier termination under certain circumstances.
The Company holds certain rights to use the Farberware brand for kitchen tools, cutlery, cutting boards, shears and certain other products which together represent a material portion of its sales, through a fully-paid, royalty-free license for a term that expires in 18 Table of Contents 2195, subject to earlier termination under certain circumstances.
The Company, especially its foreign subsidiaries and affiliates, transacts business in currencies other than the U.S. dollar, primarily U.K. pounds, and to a lesser degree, Chinese renminbi, Euros, Hong Kong dollars, Mexican peso and Canadian dollars. Such transactions affect the Company’s operating results and financial condition.
The Company, especially its foreign subsidiaries and affiliates, transacts business in currencies other than the U.S. dollar, primarily U.K. pounds, and to a lesser degree, Australian dollars, Chinese renminbi, Euros, Hong Kong dollars, New Zealand dollars, Mexican peso and Canadian dollars. Such transactions affect the Company’s operating results and financial condition.
The Company does not have access to its vendors’ financial information and the Company is unable to assess its vendors’ financial condition, including their liquidity. Interruption of supplies from any of the Company’s vendors, or the loss of one or more key vendors, could have a negative effect on the Company’s business and operating results.
The Company does 17 Table of Contents not have access to its vendors’ financial information and the Company is unable to assess its vendors’ financial condition, including their liquidity. Interruption of supplies from any of the Company’s vendors, or the loss of one or more key vendors, could have a negative effect on the Company’s business and operating results.
If the Company expands its international operations, it will be subject to increased foreign exchange variability which could have a material adverse effect on the Company’s results of operations. The Company’s business requires it to maintain large fixed costs that can affect its profitability.
If the Company expands its international operations, it will be subject to increased foreign exchange variability which could have a material adverse effect on the Company’s results of operations. 13 Table of Contents The Company’s business requires it to maintain large fixed costs that can affect its profitability.
The Company’s projections are based on management’s best estimate of sales using historical sales data and other information deemed relevant. These projections are highly subjective since sales can fluctuate substantially based on the demands of retail customers and due to other risks described in this Annual Report.
The Company’s projections are based on management’s best estimate of sales using historical sales data and other information deemed relevant. These projections 14 Table of Contents are highly subjective since sales can fluctuate substantially based on the demands of retail customers and due to other risks described in this Annual Report.
Similarly, geopolitical risks, including instability resulting from civil unrest, political demonstrations, strikes and armed conflict or other crises, such as conflicts in Ukraine, Israel and surrounding areas (and any broadening of the conflict), and resulting sanctions could change the global supply chain dynamics and demand.
Similarly, geopolitical risks, including instability resulting from civil unrest, political demonstrations, strikes and armed conflict or other crises, such as conflicts in Ukraine, the Middle East and surrounding areas (and any broadening of the conflict), and resulting sanctions could change the global supply chain dynamics and demand.
This potential negative impact on the Company’s e-commerce business could have a material adverse effect on the Company’s overall business, results of operations and financial condition. 20 Table of Contents A failure in or compromise of the Company’s operating systems or infrastructure or those of third parties could disrupt the Company’s business and cause losses.
This potential negative impact on the Company’s e-commerce business could have a material adverse effect on the Company’s overall business, results of operations and financial condition. A failure in or compromise of the Company’s operating systems or infrastructure or those of third parties could disrupt the Company’s business and cause losses.
Supply chain risks The Company’s reliance on international suppliers subject the Company to regional regulatory, man-made or natural disasters, health epidemics, political or military conflicts, economic and foreign currency exchange risk that could materially and adversely affect the Company’s operating results.
Supply chain risks The Company’s reliance on international suppliers subjects the Company to regional regulatory, man-made or natural disasters, health epidemics, political or military conflicts, economic and foreign currency exchange risk that could materially affect the Company’s operating results.
If the Company’s brick-and-mortar retail customers fail to maintain or grow their overall market position through the 15 Table of Contents integration of physical retail presence and digital retail, these customers may experience financial difficulties including store closures, bankruptcies or liquidations.
If the Company’s brick-and-mortar retail customers fail to maintain or grow their overall market position through the integration of physical retail presence and digital retail, these customers may experience financial difficulties including store closures, bankruptcies or liquidations.
These regulations and laws may cover taxation, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services, broadband residential Internet access and the characteristics and quality of products and services.
These regulations and laws may cover taxation, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, 21 Table of Contents consumer protection, the provision of online payment services, broadband residential Internet access and the characteristics and quality of products and services.
If SOFR increases, the Company may not be able to rely on the 11 Table of Contents Receivables Purchase Agreement, which could have a material and adverse effect upon the Company’s financial condition, results of operations and cash flows.
If SOFR increases, the Company may not be able to rely on the Receivables Purchase Agreement, which could have a material and adverse effect upon the Company’s financial condition, results of operations and cash flows.
If the Company is unable to mitigate any cost increases from the foregoing factors through various customer pricing actions and cost reduction initiatives, its financial condition may be adversely affected. Conversely, in the event that there is deflation, the Company may experience pressure from its customers to reduce prices.
If the Company is unable to mitigate any cost increases from the foregoing factors through various customer pricing actions and cost reduction initiatives, its financial condition may be adversely affected. Conversely, in the event that there is deflation, the Company 9 Table of Contents may experience pressure from its customers to reduce prices.
While the Company now collects, remits and reports sales tax in states that it does business, it is possible that Company’s effective income tax rate, the cost of the Company’s e-commerce business, and the growth of its e-commerce business could be materially adversely effected other new laws or regulations governing the Internet and e-commerce.
While the Company now collects, remits and reports sales tax in states in which it does business, it is possible that Company’s effective income tax rate, the cost of the Company’s e-commerce business, and the growth of its e-commerce business could be materially adversely affected by other new laws or regulations governing the Internet and e-commerce.
In addition, the Company’s business is seasonal with a significant amount of its revenue realized during 10 Table of Contents the latter portion of the year. Therefore, the Company’s borrowing needs fluctuate widely based upon its seasonal working capital requirements.
In addition, the Company’s business is seasonal with a significant amount of its revenue realized during the latter portion of the year. Therefore, the Company’s borrowing needs fluctuate widely based upon its seasonal working capital requirements.
Decisions by large customers to increase their purchases 14 Table of Contents directly from overseas vendors could have a material adverse effect on the Company’s business, results of operations and financial condition.
Decisions by large customers to increase their purchases directly from overseas vendors could have a material adverse effect on the Company’s business, results of operations and financial condition.
If other parties breach confidentiality or other agreements, or if the Company’s registered intellectual property is not protected in the U.S. or foreign jurisdictions, this could harm the Company by enabling the Company’s competitors and other entities, who may have greater 18 Table of Contents experience and financial resources, to copy or use the Company’s proprietary information in the advancement of their products, methods or technologies.
If other parties breach confidentiality or other agreements, or if the Company’s registered intellectual property is not protected in the U.S. or foreign jurisdictions, this could harm the Company by enabling the Company’s competitors and other entities, who may have greater experience and financial resources, to copy or use the Company’s proprietary information in the development of their products, methods or technologies.
The Company’s wholesale customers include mass market merchants, specialty stores, department stores, warehouse clubs, grocery stores, off-price retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce.
The Company’s wholesale customers include mass market merchants, specialty stores, department stores, warehouse clubs, grocery stores, off-price retailers, dollar channel retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce retailers and marketplaces.
Significant portions of the Company’s business are dependent on trade names, trademarks and patents, some of which are licensed from third parties. In 2024, sales of licensed brands accounted for approximately 18% of the Company’s gross sales. The Company’s licenses for many of these brands require it to pay royalties based on sales.
Significant portions of the Company’s business are dependent on trade names, trademarks and patents, some of which are licensed from third parties. In 2025, sales of licensed brands accounted for approximately 20% of the Company’s gross sales. The Company’s licenses for many of these brands require it to pay royalties based on sales.
Any significant violations of regulations or the occurrence of the events listed above could result in civil or criminal sanctions or the loss of export or other licenses, which could have a material adverse effect on the Company’s business, results of operations and financial condition.
Any significant violations of regulations or the occurrence of the events listed above could result in civil or criminal sanctions, monetary fines, reputational harm, or the loss of export or other licenses, which could have a material adverse effect on the Company’s business, results of operations and financial condition.
In addition, the Company must keep up to date with competitive technology trends, including the use of improved technology, creative user interfaces and other online marketing tools such as paid search, which may increase its costs and which may not succeed in increasing sales or attracting customers.
In addition, the Company must keep up to date with competitive technology trends, including the use of improved technology, artificial intelligence-driven search or recommendation platforms, creative user interfaces and other online marketing tools such as paid search, which may increase its costs and which may not succeed in increasing sales or attracting customers.
This amount is recorded in the current maturity of the Term Loan on the consolidated balance sheets. At December 31, 2024, borrowings under the Debt Agreements represented approximately 29% of total capital (indebtedness plus stockholders’ equity).
This amount is recorded in the current maturity of the Term Loan on the consolidated balance sheets. At December 31, 2025, borrowings under the Debt Agreements represented approximately 33% of total capital (indebtedness plus stockholders’ equity).
The Company has entered into foreign exchange derivative contracts to hedge the volatility of exchange rates related to a portion of its international inventory purchases. The Company cannot ensure, however, that these hedges will fully offset the impact of foreign currency rate movements.
From time to time, the Company enters into foreign exchange derivative contracts to hedge the volatility of exchange rates related to a portion of its international inventory purchases. The Company cannot ensure, however, that these hedges will fully offset the impact of foreign currency rate movements.
The Company has a substantial amount of indebtedness and is dependent on the availability of its bank loan facilities to finance its liquidity needs. As of December 31, 2024, the Company had $185.2 million of consolidated debt outstanding under a senior secured term loan credit facility and senior secured asset-based revolving credit facility.
The Company has a substantial amount of indebtedness and is dependent on the availability of its bank loan facilities to finance its liquidity needs. As of December 31, 2025, the Company had $189.1 million of consolidated debt outstanding under a senior secured term loan credit facility and senior secured asset-based revolving credit facility.
In addition, as a result of the desire of retailers to more closely manage inventory levels and optimize their supply chains, retailers may evaluate suppliers based on their ability to deliver orders at the quantity and schedule specified, which is known as the "on-time-in-full" delivery metric.
In addition, as retailers continue to closely manage inventory levels and optimize their supply chains, retailers may evaluate suppliers based on their ability to deliver orders at the quantity and schedule specified, which is known as the "on-time-in-full" delivery metric.
The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets.
The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets. In addition, increased review by U.S.
In addition, the Company’s organizational structure may limit its ability to transfer funds between countries, particularly into and out of the United States, without incurring adverse tax consequences.
In addition, the Company’s organizational structure may limit its ability to transfer funds between countries, particularly into and out of the United States, without incurring adverse tax consequences. Regulatory restrictions may also limit the Company’s ability to transfer funds in certain jurisdictions.
Potential difficulties the Company may encounter as part of the integration process include the following: • the potential inability to successfully combine businesses in a manner that permits the Company to achieve the cost synergies expected to be achieved as a result of the consummation of the acquisition and other benefits anticipated to result from the acquisition; • the potential inability to integrate acquired companies’ products and services; • challenges leveraging the customer information and technology of the two companies; • challenges effectuating the Company’s diversification strategy, including challenges achieving revenue growth from sales of each company’s products and services to the clients and customers of the other company; • complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks, and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, clients, employees, lenders, and other constituencies; • risks associated with locating and entering into agreements with third-party logistics providers to assist in certain locations or to develop strategies to address inventory surges; and • potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition.
Potential difficulties the Company may encounter as part of the integration process include the following: 12 Table of Contents • the potential inability to successfully combine businesses in a manner that permits the Company to achieve the cost synergies expected to be achieved as a result of the consummation of the acquisition and other benefits anticipated to result from the acquisition; • the potential inability to integrate acquired companies’ products and services; • challenges leveraging the customer information and technology of the two companies; • challenges effectuating the Company’s diversification strategy, including challenges achieving revenue growth from sales of each company’s products and services to the clients and customers of the other company; • complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks, and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, clients, employees, lenders, and other constituencies; • risks associated with locating and entering into agreements with third-party logistics providers to assist in certain locations or to develop strategies to address inventory surges; and • potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including contingent liabilities, litigation exposure, tax exposures, environmental matters, compliance deficiencies or indemnification disputes; and • the risk of loss of key employees, customers, suppliers or other business relationships of the acquired business following the transaction.
Changes at the Company’s large customers, or actions taken by them, and consolidation in the retail industry could materially adversely affect the Company’s operating results. 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.
Changes at the Company’s large customers, or actions taken by them, and consolidation in the retail industry could materially adversely affect the Company’s operating results. During the years ended December 31, 2025, 2024 and 2023, Walmart accounted for 17%, 19% and 21% of consolidated net sales, respectively.
A majority of the Company’s products are sourced from vendors outside the U.S. During the last several years there have also been significant changes to U.S. trade policies, sanctions, legislation, treaties and tariffs, including, but not limited to, trade policies and tariffs affecting products from outside of the U.S.
During the last several years there have been significant changes to U.S. trade policies, sanctions, legislation, treaties and tariffs, including, but not limited to, trade policies and tariffs affecting products from outside of the U.S.
The Company has made significant efforts to secure its computer network to mitigate the risk of possible cyber-attacks, including, but not limited to, data breaches, and is continuously working to upgrade its existing information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest extent possible, against cyber risks and security breaches.
The Company has made significant efforts to secure its computer network to mitigate the risk of possible cyber-attacks, including, but not limited to, data breaches, and is continuously working to upgrade its existing information technology systems and provide employee awareness training around phishing, malware, and other cyber risks in an effort to protect against cybersecurity threats and security breaches.
These risks include, but are not limited to, increases in fuel costs, fuel shortages, the availability of ships, increased security restrictions, transportation reroutes in response to geopolitical conflict, work stoppages, weather disruptions and carriers’ ability to provide delivery services to meet the Company’s shipping needs.
These risks include, but are not limited to, increases in fuel costs, fuel shortages, the availability of ships, increased security restrictions, transportation reroutes in response to geopolitical conflict, work stoppages, weather disruptions and carriers’ ability to provide delivery services to meet the Company’s shipping needs. Port congestion or other disruptions affecting major shipping lanes or ports may also delay deliveries.
The Company’s borrowings bear interest at floating rates. An increase in interest rates would adversely affect the Company’s profitability. For example, in 2024 interest expense increased by $0.5 million compared to the prior year as a result of a higher interest rate environment, partially offset by lower average outstanding borrowings.
The Company’s borrowings bear interest at floating rates. An increase in interest rates would adversely affect the Company’s profitability. For example, in 2025 interest expense decreased by $2.2 million compared to the prior year as a result of a lower interest rate environment, and lower average outstanding borrowings.
Sales of KitchenAid branded products, to a lesser extent, also represent a material portion of the Company’s sales. The Company also holds a license to use the KitchenAid brand for certain products, including products for kitchen tools, cutlery and bakeware, subject to a license agreement that will expire in December 2026.
The Company also holds a license to use the KitchenAid brand for certain products, including products for kitchen tools, cutlery and bakeware, subject to a license agreement that will expire in December 2026.
However, there are specific additional risks related to these organizations, such as the failure of the Company’s partners or other investors to meet their obligations and higher credit and liquidity risks related to thinly capitalized entities.
However, there are additional risks related to these operations, including the failure of the Company’s partners or other investors to meet their obligations, governance or compliance failures, and higher credit and liquidity risks related to thinly capitalized entities.
In order to operate more efficiently and control costs, the Company may announce restructuring plans from time to time, including workforce reductions, global facility consolidations and other cost reduction initiatives that are intended to generate operating expense savings.
In order to operate more efficiently and control costs, the Company may announce restructuring plans from time to time, including workforce reductions, global facility consolidations and other cost reduction initiatives that are intended to generate operating expense savings. These initiatives may require upfront cash expenditures, including severance, lease termination costs, asset write-offs and other restructuring charges.
The Company may incur material costs to comply with increasingly stringent environmental laws and enforcement policies. Moreover, there are proposed international accords and treaties, as well as federal, state and local laws and regulations, which would attempt to control or limit the causes of climate change, including the effect of greenhouse gas emissions on the environment.
Moreover, there are proposed international accords and treaties, as well as federal, state and local laws and regulations, which would attempt to control or limit the causes of climate change, including the effect of greenhouse gas emissions on the environment.
As a result of such disruptions, the Company may experience in the future extended lead times, delays in supplier deliveries, and increased freight costs. The risk of ongoing supply disruptions may further result in delayed deliveries of our products. Changes in currency exchange rates might negatively affect the Company and its overseas vendors’ profitability and business prospects.
The risk of ongoing supply disruptions may further result in delayed deliveries of our products. Changes in currency exchange rates might negatively affect the Company and its overseas vendors’ profitability and business prospects.
The Company’s projections of product demand, sales and net income are highly subjective in nature and the Company’s future sales and net income could vary materially from the Company’s projections. From time to time, the Company may provide projections to its stockholders, lenders, the investment community, and other stakeholders of the Company’s future sales and net income.
From time to time, the Company may provide projections to its stockholders, lenders, the investment community, and other stakeholders of the Company’s future sales and net income.
The other 50% owner of the joint venture has the right to terminate the Company’s license if the Company materially breaches any of the material terms of the license and fails to cure the material breach within 180 days of notice of the breach, if it is determined in an arbitration proceeding that money damages alone would not be sufficient compensation to the licensor and that the breach is so egregious as to warrant termination of the license and forfeiture of the Company’s rights to use the brand under that license agreement. 17 Table of Contents If the Company were to lose the Farberware license for kitchen tools, cutlery, cutting boards, shears and certain other products through termination as a result of an uncured breach, its business, results of operations and financial condition would be materially adversely affected.
The other 50% owner of the joint venture has the right to terminate the Company’s license if the Company materially breaches any of the material terms of the license and fails to cure the material breach within 180 days of notice of the breach, if it is determined in an arbitration proceeding that money damages alone would not be sufficient compensation to the licensor and that the breach is so egregious as to warrant termination of the license and forfeiture of the Company’s rights to use the brand under that license agreement.
These include laws and regulations that govern: • discharges into the air, water and land; • the handling and disposal of solid and hazardous substances and wastes; and • remediation of contamination associated with release of hazardous substances at the Company’s facilities and at off-site disposal locations.
These include laws and regulations that govern: • discharges into the air, water and land; • the handling and disposal of solid and hazardous substances and wastes; and • remediation of contamination associated with release of hazardous substances at the Company’s facilities and at off-site disposal locations. 23 Table of Contents The Company may incur material costs to comply with increasingly stringent environmental laws and enforcement policies.
Additionally, the Company’s purchases that are to be delivered this new distribution facility will require the Company to arrange for transportation, primarily by sea, from ports in Asia and Europe to a new port in the United States. The relocation subjects the Company to certain risks such as delays in construction, increase in exit and relocation costs, and transportation risks.
The Company expects to incur exit costs of approximately $7 million as well as start-up costs of approximately $7 million. Additionally, the Company’s purchases that are to be delivered this new distribution facility will require the Company to arrange for transportation, primarily by sea, from ports in Asia and Europe to a new port in the United States.
The marketing of certain of the Company’s consumer products involve an inherent risk of product liability claims or recalls or other regulatory or enforcement actions initiated by the U.S. Consumer Product Safety Commission, by the Office of Fair Trading in the U.K., by other regulatory authorities or through private causes of action.
The marketing of certain of the Company’s consumer products involve an inherent risk of product liability claims or recalls or other regulatory or enforcement actions initiated by the U.S.
Potential product liability claims may exceed the amount of the Company’s insurance coverage (which is subject to self-insured retention amounts) and could materially damage the Company’s business and its financial condition. Additionally, the Company’s product standards could be impacted by new or revised environmental rules and regulations or other social initiatives.
Potential product liability claims may exceed the amount of the Company’s insurance coverage (which is subject to self-insured retention amounts) and could materially damage the Company’s business and its financial condition.
Changes in labor or other laws may be enacted, in China or in other countries in which the Company does business, which could have a material adverse effect on the Company’s operations and/or those of the Company’s suppliers.
Changes in labor or other laws may be enacted, in China or in other countries in which the Company does business, which could have a material adverse effect on the Company’s operations and/or those of the Company’s suppliers. Disruptions in maritime trade routes or other transportation channels could result in extended lead times, delivery delays and increased freight costs.
Any failure to comply with GDPR, the California Consumer Privacy Act, or other regulatory standards, could subject the Company to legal and reputational risks.
Any failure to comply with GDPR, U.S. federal or state privacy and data protection laws, or other regulatory standards, could subject the Company to legal and reputational risks.
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.
During the years ended December 31, 2025, 2024 and 2023, sales to Amazon accounted for 12%, 13% and 11% of consolidated net sales, respectively. During the years ended December 31, 2025, 2024 and 2023, sales to Costco accounted for 11% of consolidated net sales, respectively.
As a result, an increasing portion of total consumer expenditures with retailers is occurring online and through mobile commerce applications. This overall trend has negatively affected many brick-and-mortar retailers.
The retail environment is highly competitive and rapidly evolving with the increase pace of technological development. Consumers are increasingly embracing shopping online. As a result, an increasing portion of total consumer expenditures with retailers is occurring online and through mobile commerce applications. This overall trend has negatively affected many brick-and-mortar retailers.
For example, the Company is not fully insured against hurricane, earthquake, acts of war, and terrorism related losses. A loss for which the Company is not fully insured could have a material adverse effect on the business, financial condition, results of operations and prospects.
A loss for which the Company is not fully insured or for which insurance proceeds are insufficient or delayed, could have a material adverse effect on the business, financial condition, results of operations and prospects.
The implementation of restructuring plans could be disruptive to the Company’s operations, result in higher than anticipated charges and otherwise adversely affect the Company’s results of operations and financial condition.
The implementation of restructuring plans could be disruptive to the Company’s operations, result in higher than anticipated charges and otherwise adversely affect the Company’s results of operations and financial condition. Workforce reductions may also result in the loss of key personnel, decreased employee morale, or challenges in recruiting and retaining talent.
Any cybersecurity incidents could lead to negative publicity, loss of sales and profits or cause the Company to incur significant costs to reimburse third- parties for damages, which could adversely impact profits.
Cybersecurity incidents may also arise from vulnerabilities in third-party service providers, including cloud service providers, payment processors, logistics providers and other vendors upon which the Company relies. Any cybersecurity incidents could lead to negative publicity, loss of sales and profits or cause the Company to incur significant costs to reimburse third- parties for damages, which could adversely impact profits.
The Company’s worldwide operations could be subject to natural and man-made disasters, telecommunications failures, water shortages, tsunamis, floods, earthquakes, hurricanes, typhoons, fires, extreme weather conditions, conflicts, acts of terrorism, health epidemics and other business interruptions. The occurrence of any of these business disruptions could seriously harm the Company’s business, revenue and financial condition and increase the Company’s costs and expenses.
Operational and regulatory risks Interruptions in the Company’s operations caused by outside forces could cause material losses. The Company’s worldwide operations could be subject to natural and man-made disasters, telecommunications failures, water shortages, tsunamis, floods, earthquakes, hurricanes, typhoons, fires, extreme weather conditions, conflicts, acts of terrorism, health epidemics and other business interruptions.
There can be no assurance that the Company would be able to reduce its cost base to offset any such price concessions, which could adversely impact its results of operations and cash flows. 9 Table of Contents The Company’s business may be materially adversely affected by the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments.
There can be no assurance that the Company would be able to reduce its cost base to offset any such price concessions, which could adversely impact its results of operations and cash flows.
In addition, the development of additional distribution space abroad involves significant financial and operational risks; and • difficulties in managing a global enterprise.
In addition, the development of additional distribution space abroad involves significant financial and operational risks; • difficulties in managing a global enterprise; and • data protection, privacy and anti-corruption compliance requirements that may impose significant costs and penalties for non-compliance.
Additionally, the Company must comply with increasingly complex and rigorous regulatory standards enacted to protect businesses and personal data, including the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act.
Additionally, the Company must comply with increasingly complex and rigorous regulatory standards enacted to protect businesses and personal data, including the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act. GDPR and similar international data protection laws impose strict requirements regarding the collection, use, storage, transfer and protection of personal data, and provide for significant penalties for non-compliance.
Failure to successfully navigate these risks could have a material adverse effect on the Company’s business and results of operations. The Company is subject to cyber security risks and may incur increasing costs in efforts to minimize those risks and to comply with regulatory standards.
The Company is subject to cyber security risks and may incur increasing costs in efforts to minimize those risks and to comply with regulatory standards.
The vast majority of the Company’s inventory is purchased from Chinese suppliers in U.S. dollars, including inventory purchased by the Company’s international operations. As a result, the gross margin from international operations is subject to volatility from movements in exchange rates, which could have an adverse effect on the financial condition and results of operations and profitability from international operations.
As a result, the gross margin from international operations is subject to volatility from movements in exchange rates, which could have an adverse effect on the financial condition and results of operations and profitability from international operations. In addition, there may be a timing lag between exchange rate movements and the Company’s ability to adjust pricing, which could compress margins.
The Company’s international operations present special challenges that the Company may not be able to meet, and this could materially and adversely affect the Company’s financial results. The Company conducts business outside of the United States through subsidiaries, affiliates and joint ventures. These entities have operations and assets in the U.K., Mexico, Netherlands, Canada, China and Hong Kong.
The Company conducts business outside of the United States through subsidiaries, affiliates and joint ventures. These entities have operations and assets in the U.K., the Netherlands, Canada, China, Hong Kong, Australia, New Zealand and Mexico.
As a result of the Company’s prior acquisition of Filament, Taylor Parent has significant influence over the Company and its interests may conflict with the Company’s or its stockholders in the future. As a result of the issuance of common stock to Taylor Parent, Taylor Parent has significant influence over the Company.
Any failure to effectively manage succession planning, talent development and retention could disrupt operations, delay strategic initiatives and adversely affect the Company’s financial performance. As a result of the Company’s prior acquisition of Filament, Taylor Parent has significant influence over the Company and its interests may conflict with the Company’s or its stockholders in the future.
Over time, controls are revised, as necessary, due to changes in conditions or deterioration in the degree of compliance with policies or procedures.
Over time, controls are revised, as necessary, due to changes in conditions or deterioration in the degree of compliance with policies or procedures. In addition, increased reliance on information technology systems and evolving cybersecurity threats may place additional strain on the Company’s control environment.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe full Board of Directors is responsible for the oversight of the Company’s cybersecurity risk management. The Board is updated by the EVP, Global Supply Chain & Import regularly to remain informed on the Company’s efforts in managing risks associated with cybersecurity threats.
Biggest changeThe full Board of Directors is responsible for the oversight of the Company’s cybersecurity risk management. The Board is updated periodically by management, including the EVP, Global Supply Chain & Import, regarding the Company’s efforts in managing risks associated with cybersecurity threats.
“Risk Factors” for a discussion of cybersecurity risks. 24 Table of Contents
“Risk Factors” for a discussion of cybersecurity risks. 25 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties The following table lists the principal properties at which the Company operated its business at December 31, 2024: Location Description Size (square feet) Owned/ Leased Rialto, California (1) West Coast warehouse and distribution facility 703,000 Leased Robbinsville, New Jersey (1)(4) Principal East Coast warehouse and distribution facility 700,000 Leased Aston, England (2) Offices, showroom, warehouse and distribution facility 250,000 Leased Winchendon, Massachusetts (1) Warehouse and distribution facility, and spice packing line 175,000 Owned Garden City, New York (3) Corporate headquarters/main showroom 159,000 Leased Las Cruces, New Mexico (1) Offices, warehouse and distribution facility 56,000 Leased San Germán, Puerto Rico (1) Sterling silver manufacturing facility 55,000 Leased Medford, Massachusetts (1) Offices, showroom, warehouse and distribution facility 44,000 Leased Oak Brook, Illinois (1) Offices 18,000 Leased Seattle, Washington (1) Offices 17,500 Leased Shanghai, China (3) Offices 16,300 Leased New York, New York (1) Offices and showrooms 12,000 Leased Chihuahua, Mexico Manufacturing facility 12,000 Leased Atlanta, Georgia (1) Showrooms 11,000 Leased Guangzhou, China (3) Offices 10,000 Leased Bentonville, Arkansas (1) Offices and showroom 7,000 Leased Newtown, Pennsylvania (1) Offices 5,900 Leased Pawtucket, Rhode Island (1) Offices and showroom 4,900 Leased Menomonee Falls, Wisconsin (1) Showroom 4,000 Leased Tianjin, China (3) Offices 2,400 Leased Minneapolis, Minnesota (1) Offices 1,956 Leased Kowloon, Hong Kong (3) Offices 1,814 Leased Issaquah, Washington (1) Offices and showroom 1,125 Leased (1) Location primarily used by the U.S. segment.
Biggest changeProperties The following table lists the principal properties at which the Company operated its business at December 31, 2025: Location Description Size (square feet) Owned/ Leased Rialto, California (1) West Coast warehouse and distribution facility 703,000 Leased Robbinsville, New Jersey (1)(4) Principal East Coast warehouse and distribution facility 700,000 Leased Aston, England (2) Offices, showroom, warehouse and distribution facility 250,000 Leased Winchendon, Massachusetts (1) Warehouse and distribution facility, and spice packing line 175,000 Owned Garden City, New York (3) Corporate headquarters/main showroom 159,000 Leased Las Cruces, New Mexico (1) Offices, warehouse and distribution facility 56,000 Leased San Germán, Puerto Rico (1) Sterling silver manufacturing facility 55,000 Leased Medford, Massachusetts (1) Offices, showroom, warehouse and distribution facility 44,000 Leased Shanghai, China (3) Offices 21,700 Leased Oak Brook, Illinois (1) Offices 18,000 Leased Seattle, Washington (1) Offices 17,500 Leased New York, New York (1) Offices and showrooms 12,000 Leased Chihuahua, Mexico (1) Manufacturing facility 12,000 Leased Atlanta, Georgia (1) Showrooms 11,000 Leased Guangzhou, China (3) Offices 10,000 Leased Bentonville, Arkansas (1) Offices and showroom 7,000 Leased Pawtucket, Rhode Island (1) Offices and showroom 4,900 Leased Menomonee Falls, Wisconsin (1) Showroom 4,000 Leased Tianjin, China (3) Offices 2,400 Leased Minneapolis, Minnesota (1) Offices 1,956 Leased Kowloon, Hong Kong (3) Offices 1,814 Leased Issaquah, Washington (1) Offices and showroom 1,125 Leased (1) Location primarily used by the U.S. segment.
The Facility will serve as the Company’s primary east coast distribution facility primarily for its U.S. segment, which will replace the Company’s existing Robbinsville, New Jersey facility, the lease for which expires in November 2026. 25 Table of Contents
The Facility will serve as the Company’s primary East Coast distribution facility primarily for its U.S. segment, which will replace the Company’s existing Robbinsville, New Jersey facility, the lease for which expires in November 2026. 26 Table of Contents
(2) Location used by the International segment. (3) Location used by both segments. (4) In January 2025, the Company entered into a lease agreement for warehouse and distribution space in Hagerstown, Maryland (the “Hagerstown Facility”). The Company expects that the facility will be operational by the second quarter of 2026.
(2) Location used by the International segment. (3) Location used by both segments. (4) In January 2025, the Company entered into a lease agreement for warehouse and distribution space in Hagerstown, Maryland (the “Hagerstown Facility”).
Added
The Company expects the lease to commence in the second quarter of 2026 and the facility to be fully operational in the third quarter of 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings For a description of our legal proceedings, please see NOTE 13 — COMMITMENTS AND CONTINGENCIES, to the Company's consolidated financial statements included in this Annual Report on Form 10-K. Item 4. Mine Safety Disclosure Not applicable. 26 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings For a description of our legal proceedings, please see NOTE 13 — COMMITMENTS AND CONTINGENCIES, to the Company’s consolidated financial statements included in this Annual Report on Form 10-K. Item 4. Mine Safety Disclosure Not applicable. 27 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHemscott Group Index New Peer Group Old Peer Group Nasdaq Market Index 12/31/2019 (1)(2) $ 100.00 $ 100.00 $ 100.00 $ 100.00 $ 100.00 12/31/2020 $ 223.17 $ 118.80 $ 133.63 $ 124.02 $ 144.92 12/31/2021 $ 237.14 $ 126.81 $ 155.76 $ 156.51 $ 177.06 12/31/2022 $ 114.40 $ 79.15 $ 92.38 $ 105.86 $ 119.45 12/31/2023 $ 104.16 $ 55.14 $ 103.84 $ 115.60 $ 172.77 12/31/2024 $ 93.80 $ 64.94 $ 75.92 $ 108.50 $ 223.87 (1) The graph assumes $100 was invested as of the close of trading on December 31, 2019 and dividends were reinvested.
Biggest changeHemscott Group Index Peer Group Nasdaq Market Index 12/31/2020 (1)(2) $ 100.00 $ 100.00 $ 100.00 $ 100.00 12/31/2021 $ 106.26 $ 106.74 $ 116.56 $ 122.18 12/31/2022 $ 51.26 $ 66.62 $ 69.13 $ 82.43 12/31/2023 $ 46.67 $ 46.42 $ 77.70 $ 119.22 12/31/2024 $ 42.03 $ 54.67 $ 56.81 $ 154.48 12/31/2025 $ 29.26 $ 22.07 $ 50.50 $ 187.14 (1) The graph assumes $100 was invested as of the close of trading on December 31, 2020 and dividends were reinvested.
New peer group comprises of The Buckle, Inc., Delta Apparel, Inc., Unifi, Inc., Universal Electronics Inc., iRobot Corporation, Hamilton Beach Brands Holding Company, Helen of Troy Limited, Vera Bradley, Inc., Johnson Outdoors Inc., Lands’ End, Movado Group, Inc., Oxford Industries, Inc., JAKKS Pacific, Inc., YETI Holdings, Inc., Solo Brands, Inc., Superior Group of Companies.
Peer group comprises of The Buckle, Inc., Delta Apparel, Inc., Unifi, Inc., Universal Electronics Inc., iRobot Corporation, Hamilton Beach Brands Holding Company, Helen of Troy Limited, Vera Bradley, Inc., Johnson Outdoors Inc., Lands’ End, Movado Group, Inc., Oxford Industries, Inc., JAKKS Pacific, Inc., YETI Holdings, Inc., Solo Brands, Inc., Superior Group of Companies.
The Board of Directors currently intends to continue paying cash dividends for the foreseeable future, although the Board of Directors may in its discretion determine to modify or eliminate such dividends at any time. 27 Table of Contents PERFORMANCE GRAPH The following chart compares the cumulative total return on the Company’s common stock with the Nasdaq Market Index, the Hemscott Group Index for Housewares & Accessories, the Company’s peer group, which is comprised of companies that we believe have comparable characteristics and are in the same industry or line-of-business.
The Board of Directors currently intends to continue paying cash dividends for the foreseeable future, although the Board of Directors may in its discretion determine to modify or eliminate such dividends at any time. 28 Table of Contents PERFORMANCE GRAPH The following chart compares the cumulative total return on the Company’s common stock with the Nasdaq Market Index, the Hemscott Group Index for Housewares & Accessories, the Company’s peer group, which is comprised of companies that we believe have comparable characteristics and are in the same industry or line-of-business.
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 were issued or outstanding at December 31, 2024. For a discussion of dividends paid by the Company in 2024 and 2023, refer to Item 7.
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 were issued or outstanding at December 31, 2025. For a discussion of dividends paid by the Company in 2025 and 2024, refer to Item 7.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded under the symbol “LCUT” on the Nasdaq Global Select Market (“Nasdaq”). At February 28, 2025, the Company estimates that there were approximately 3,782 record holders of the Company’s common stock.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded under the symbol “LCUT” on the Nasdaq Global Select Market (“Nasdaq”). At February 28, 2026, the Company estimates that there were approximately 3,645 record holders of the Company’s common stock.
Measurement points are at the last trading day of each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024.
Measurement points are at the last trading day of each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025.
Used with permission. All rights reserved. Copyright 1980-2024. Index Data: Copyright NASDAQ OMX, Inc. Used with permission. All rights reserved. Item 6. [Reserved] 28 Table of Contents
(2) The graph was prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2026. Index Data: Copyright NASDAQ OMX, Inc. Used with permission. All rights reserved. Item 6. [Reserved] 29 Table of Contents
Removed
Old peer Group comprises of Acushnet Holdings Corp., Crocs, Inc., Hamilton Beach Brands Holding Co., Helen of Troy Ltd., Lands’ End, Inc., Johnson Outdoors Inc., Movado Group, Inc., Oxford Industries, Inc., The Buckle, Inc. and Tupperware Brands Corp., Unifi, Inc., Universal Electronics Inc., Vera Bradley, Inc., YETI Holdings, Inc. (2) The graph was prepared by Zacks Investment Research, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe increase in the expenses as a percentage of sales was a result of higher depreciation expense due to changes in asset retirement obligation estimates and less labor management efficiencies resulting in an increase of employee expenses, partially offset by lower storage expenses.
Biggest changeThe decrease in distribution expenses as a percentage of sales was primarily attributable to lower depreciation expense due to changes in asset retirement obligation estimates in the prior year, improved labor management efficiencies and decreased employee expenses, net of higher software costs, due to the launch of a new warehouse management system at the Company’s West Coast distribution center in September 2024. 33 Table of Contents Distribution expenses as a percentage of net sales for the International segment were approximately 26.3% in 2025 and 24.7% in 2024, respectively.
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.
Derivatives The Company’s risk management strategy includes the use of 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 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 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 may not represent actual borrowing capacity.
In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period. Consistent with the seasonality of the Company’s net sales and inventory levels, the Company also experiences seasonality in its inventory turnover and turnover days from one quarter to the next.
In anticipation of the pre-holiday shipping season, inventory levels typically increase primarily in the June through October time period. Consistent with the seasonality of the Company’s net sales and inventory levels, the Company also experiences seasonality in its inventory turnover and turnover days from one quarter to the next.
The mark to market amount represents the change in the fair value on the Company’s interest rate derivatives that have not been designated as hedging instruments. These derivatives were entered into for purposes of locking-in a fixed interest rate on the Company's variable interest rate debt.
The mark to market amount represents the change in the fair value on the Company’s interest rate derivatives that have not been designated as hedging instruments for accounting purposes. These derivatives were entered into for purposes of locking-in a fixed interest rate on the Company's variable interest rate debt.
Adjusted EBITDA is defined as net (loss) income, adjusted to exclude equity in losses, net of taxes, income tax (benefit) provision, interest expense, depreciation and amortization, mark to market loss (gain) on interest rate derivatives, stock compensation expense, (gain) loss on extinguishments of debt, net, and other items detailed in the table above that are consistent with exclusions permitted by our debt agreements.
Adjusted EBITDA is defined as net (loss) income, adjusted to exclude loss on equity securities, equity in losses, net of taxes, income tax provision (benefit), interest expense, depreciation and amortization, mark to market loss (gain) on interest rate derivatives, stock compensation expense, and other items detailed in the table above that are consistent with exclusions permitted by our debt agreements.
Incidental items that are immaterial in the context of the contract are expensed as incurred. 36 Table of Contents LIQUIDITY AND CAPITAL RESOURCES The Company’s principal sources of funds consists of cash provided by operating activities, borrowings available under its revolving credit facility and from time-to-time working capital reductions.
Incidental items that are immaterial in the context of the contract are expensed as incurred. 37 Table of Contents LIQUIDITY AND CAPITAL RESOURCES The Company’s principal sources of funds consists of cash provided by operating activities, borrowings available under its revolving credit facility and from time-to-time working capital reductions.
On an on-going basis, management evaluates its estimates and judgments based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
On an ongoing basis, management evaluates its estimates and judgments based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The obligations of the Company under the Debt Agreements and any hedging arrangements 38 Table of Contents 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.
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.
ABOUT THE COMPANY The Company designs, sources and sells branded kitchenware, tableware and other products used in the home.
ABOUT THE COMPANY The Company designs, sources and sells branded kitchenware, tableware and other home solution products used in the home.
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.
If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then no further testing is performed for that reporting unit.
On a quarterly basis, variable consideration is assessed on a portfolio approach in estimating the extent to which the components of variable consideration are constrained. Payment terms vary by customer, but generally range from 30 to 90 days or at the point of sale for the Company’s retail direct sales.
On a quarterly basis, variable consideration is assessed on a portfolio approach in estimating the extent to which the components of variable consideration are constrained. 36 Table of Contents 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.
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 34 Table of Contents non-cash impairment charges that could be material to the Company’s consolidated balance sheet or results of operations.
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.
Such security interests consist of (1) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and certain of its subsidiaries (the “ABL Collateral”) pledged as collateral in favor of lenders under the ABL Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under the Term Loan and (2) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and certain of its subsidiaries (the “Term Loan Collateral”) pledged as collateral in favor of lenders under the Term Loan and a second-priority lien in the Term Loan Collateral in favor of the lenders under the ABL Agreement.
Such security interests consist of (1) a first-priority lien, subject to certain 39 Table of Contents permitted liens, with respect to certain assets of the Company and certain of its subsidiaries (the “ABL Collateral”) pledged as collateral in favor of lenders under the ABL Agreement and a second-priority lien in the ABL Collateral in favor of the lenders under the Term Loan and (2) a first-priority lien, subject to certain permitted liens, with respect to certain assets of the Company and certain of its subsidiaries (the “Term Loan Collateral”) pledged as collateral in favor of lenders under the Term Loan and a second-priority lien in the Term Loan Collateral in favor of the lenders under the ABL Agreement.
The effective tax rate in 2024 differs from the federal statutory rate primarily due to state and local tax expense, nondeductible expenses and losses, and UK foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance, offset by a reduction in the Company’s accrual for uncertain tax positions and the release of the valuation allowance on foreign losses in the Netherlands. 33 Table of Contents The effective tax rate in 2023 differs from the federal statutory rate primarily due to state and local tax expense, nondeductible expenses, and foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.
The effective tax rate in 2024 differs from the federal statutory rate primarily due to state and local tax expense, nondeductible expenses and losses, and UK foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance, offset by a reduction in the Company’s accrual for uncertain tax positions and the release of the valuation allowance on foreign losses in the Netherlands.
As of December 31, 2024, the estimated discounted obligations under the agreements with the former executives amounted to $4.7 million, with $0.4 million payable within 12 months.
As of December 31, 2025, the estimated discounted obligations under the agreements with the former executives amounted to $4.7 million, with $0.4 million payable within 12 months.
For a discussion of 2023 compared to 2022 refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations”, in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
For a discussion of the year ended December 31, 2024 compared to December 31, 2023, please refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations”, in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended 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.
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 42 Table of Contents with inventory purchases.
SEASONALITY The Company’s business and working capital needs are seasonal, with a majority of sales occurring in the third and fourth quarters. In 2024, 2023 and 2022, net sales for the third and fourth quarters accounted for 58%, 57% and 54% of total annual net sales, respectively.
SEASONALITY The Company’s business and working capital needs are seasonal, with a majority of sales occurring in the third and fourth quarters. In 2025, 2024 and 2023, net sales for the third and fourth quarters accounted for 58%, 58% and 57% of total annual net sales, respectively.
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.
As of December 31, 2025, the future principal payments of the Term Loan are as follows (in thousands): 2026 $ 7,500 2027 127,500 Total $ 135,000 The Company’s payment obligations under its Debt Agreements are unconditionally guaranteed by its existing and future U.S. subsidiaries with certain minor exceptions.
MATERIAL CASH REQUIREMENTS The Company’s material cash requirements include the following: Debt As of December 31, 2024, the Company had an outstanding Term Loan facility, which matures on August 26, 2027, for an aggregate principal amount of $142.5 million, with $7.5 million amounts due within 12 months.
MATERIAL CASH REQUIREMENTS The Company’s material cash requirements include the following: Debt As of December 31, 2025, the Company had an outstanding Term Loan facility, which matures on August 26, 2027, for an aggregate principal amount of $135 million, with $7.5 million amounts due within 12 months.
Distribution expenses in 2024 and 2023 included $1.0 million and $0.6 million, respectively, for redesign costs related to the Company’s U.S. warehouses. As a percentage of sales shipped from the Company’s warehouses, excluding warehouse redesign expenses, distribution expenses were 9.7% and 9.4% f or 2024 and 2023.
Distribution expenses in 2025 and 2024 included $0.3 million and $1.0 million, respectively, for redesign costs related to the Company’s U.S. warehouses. As a percentage of sales shipped from the Company’s warehouses, excluding warehouse redesign expenses, distribution expenses were 9.6% and 9.7% f or 2025 and 2024.
These sales incentives and promotions represent variable consideration and are reflected as reductions 35 Table of Contents in net sales in the Company’s consolidated statements of operations.
These sales incentives and promotions represent variable consideration and are reflected as reductions in net sales in the Company’s consolidated statements of operations.
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 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, 2025, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $53.1 million.
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.
The interest rate on outstanding borrowings under the Term Loan at December 31, 2025 was 9.35%. 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.
Non-GAAP financial measure Adjusted EBITDA is a non-GAAP financial measure within the meaning of Regulation G and Item 10(e) of Regulation S-K, each promulgated by the SEC. This measure is provided because management of the Company uses this financial measure in evaluating the 39 Table of Contents Company’s on-going financial results and trends.
Non-GAAP financial measure Adjusted EBITDA is a non-GAAP financial measure within the meaning of Regulation G and Item 10(e) of Regulation S-K, each promulgated by the SEC. This measure is provided because management of the Company uses this financial measure in evaluating the Company’s ongoing financial results and trends.
For the three months ended December 31, 2024 inventory turnover was 2.4 times, or 150 days, as compared to 2.5 times, or 145 days, for the three months ended December 31, 2023. Inventory turns have remained relatively consistent.
For the three months ended December 31, 2025 inventory turnover was 2.4 times, or 152 days, as compared to 2.4 times, or 150 days, for the three months ended December 31, 2024. Inventory turns have remained relatively consistent.
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 interest rate on outstanding borrowings under the ABL Agreement at December 31, 2025 was between 3.29% and 7.13%. The Company paid a commitment fee of 0.25% on the unused portion of the ABL Agreement during the year ended December 31, 2025.
Year Ended December 31, 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 61.8 62.9 64.2 Gross margin 38.2 37.1 35.8 Distribution expenses 10.8 10.1 10.3 Selling, general and administrative expenses 23.4 22.2 21.3 Restructuring expenses — 0.1 0.2 Wallace facility remediation expense — — 0.7 Income from operations 4.0 4.7 3.3 Interest expense (3.3) (3.2) (2.4) Mark to market (loss) gain on interest rate derivatives (0.1) (0.1) 0.3 Gain on extinguishments of debt, net — 0.1 — Loss on equity securities (2.0) — — (Loss) income before income taxes and equity in losses (1.4) 1.5 1.2 Income tax provision (0.5) (0.9) (0.8) Equity in losses, net of taxes (0.3) (1.8) (1.2) Net loss (2.2) % (1.2) % (0.8) % 31 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS 2024 COMPARED TO 2023 Net Sales Net sales for the year ended December 31, 2024 were $683.0 million, a decrease of $3.7 million, or 0.5%, compared to net sales of $686.7 million in 2023.
Year Ended December 31, 2025 2024 Net sales 100.0 % 100.0 % Cost of sales 62.9 61.8 Gross margin 37.1 38.2 Distribution expenses 11.4 10.8 Selling, general and administrative expenses 22.0 23.4 Goodwill impairment 5.1 — Restructuring expenses 0.1 — (Loss) income from operations (1.5) 4.0 Interest expense (3.1) (3.3) Mark to market loss on interest rate derivatives (0.1) (0.1) Gain on extinguishments of debt, net — — Loss on equity securities — (2.0) (Loss) income before income taxes and equity in losses (4.7) (1.4) Income tax benefit (provision) 0.5 (0.5) Equity in losses, net of taxes 0.0 (0.3) Net loss (4.2) % (2.2) % 32 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS 2025 COMPARED TO 2024 Net Sales Net sales for the year ended December 31, 2025 were $647.9 million, a decrease of $35.1 million, or 5.1%, compared to net sales of $683.0 million in 2024.
In constant currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2024 average rates to 2023 local currency amounts, net sales decreased $5.1 million, or 0.7%, as compared to consolidated net sales in the corresponding period in 2023.
In constant currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2025 average rates to 2024 local currency amounts, net sales decreased $36.9 million, or 5.4%, as compared to consolidated net sales in the corresponding period in 2024.
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 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 value of foreign exchange contracts at December 31, 2025 and 2024 were zero and $8.0 million, respectively.
Future interest obligations associated with debt and interest rate swaps total $40.9 million, with $17.1 million payable within 12 months. The future interest obligations are estimated by assuming the amounts outstanding under the Company’s debt agreements and the interest rates as of December 31, 2024 remain consistent to the end of the debt agreements.
Estimated future interest obligations associated with debt and interest rate swaps total $25.9 million, with $15.5 million payable within 12 months. The future interest obligations are estimated by assuming the amounts outstanding under the Company’s debt agreements and the interest rates as of December 31, 2025 remain consistent to the end of the debt agreements.
In connection with the relocation, the Company will exit the Robbinsville Facility. The Company expects to incur one-time exit costs up to $7.0 million for employee severance, certain employee relocation costs, and remaining lease costs for the Robbinsville Facility, which costs are expected to be incurred in 2025 and 2026.
In connection with the relocation, the Company expects to incur exit costs of approximately $7.0 million for employee severance, certain employee relocation costs, and remaining lease costs for the Robbinsville Facility, which costs are expected to be incurred in 2026.
As of December 31, 2024, the estimated minimum royalties payable under the noncancellable term of these agreements amounted to $8.2 million payable within 12 months. Post-retirement benefit The Company assumed retirement benefit obligations, which are paid to certain former executives of a business acquired in 2006.
As of December 31, 2025, the estimated minimum royalties payable under the noncancellable terms of these agreements amounted to $8.6 million payable within 12 months. 43 Table of Contents Post-retirement benefit The Company assumed retirement benefit obligations, which are paid to certain former executives of a business acquired in 2006.
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.
Dividends Dividends were declared in 2025 and 2024 as follows: Dividend per share Date declared Date of record Payment date $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 $0.0425 March 11, 2025 May 1, 2025 May 15, 2025 $0.0425 June 18, 2025 August 1, 2025 August 15, 2025 $0.0425 August 5, 2025 October 31, 2025 November 14, 2025 $0.0425 November 4, 2025 January 30, 2026 February 13, 2026 On March 9, 2026, the Board of Directors declared a quarterly dividend of $0.0425 per share payable on May 15, 2026 to shareholders of record on May 1, 2026.
Wallace EPA Matter As of December 31, 2024, in connection with the Wallace EPA Matter, the Company’s estimated remediation liability amounted to $5.4 million, with $1.0 million is expected to be paid within 12 months. On February 7, 2024, the Company provided financial assurance of $5.6 million in the form of a letter of credit.
Wallace EPA Matter As of December 31, 2025, in connection with the Wallace EPA Matter, the Company’s estimated remediation liability amounted to $5.3 million, with $0.8 million is expected to be paid within 12 months. The Company has provided financial assurance of $5.6 million in the form of a letter of credit.
Distribution expenses Distribution expenses were $73.8 million for the 2024 period as compared to $69.2 million for the 2023 period. Distribution expenses as a percentage of net sales were 10.8% and 10.1% in 2024 and 2023. Distribution expenses as a percentage of net sales for the U.S. segment were approximately 9.6% in 2024 and 8.8% in 2023.
Distribution expenses Distribution expenses were $74.1 million for the 2025 period as compared to $73.8 million for the 2024 period. Distribution expenses as a percentage of net sales were 11.4% and 10.8% in 2025 and 2024. Distribution expenses as a percentage of net sales for the U.S. segment were approximately 10.0% in 2025 and 9.6% in 2024.
The Hagerstown Facility will require capital expenditures for equipment and certain leasehold improvements of approximately $10.0 million. One-time relocation costs are estimated to be up to $7.0 million, which includes recruitment, relocation of inventory, set up costs and lease expenses prior to the Hagerstown Facility being fully operational. These one-time costs are expected to be incurred in 2026.
The Hagerstown Facility will require capital expenditures for equipment and certain leasehold improvements of approximately $9.3 million, of which $7.0 million remains to be purchased in 2026. Start-up costs are estimated to be approximately $7.0 million, which includes recruitment, relocation of inventory, set up costs and lease expenses prior to the Hagerstown Facility being fully operational.
The Company owns or licenses a number of leading brands in its industry, including Farberware®, KitchenAid®, Mikasa®, Taylor®, Pfaltzgraff® , BUILT NY®, S'well®, Fred® & Friends, KitchenCraft® , Rabbit®, and Kamenstein®.
The Company owns or licenses a number of leading brands in its industry, including Farberware®, KitchenAid®, Mikasa®, Taylor®, Pfaltzgraff®, Dolly Parton®, S'well®, Sabatier®, Kamenstein®, and Fred® & Friends.
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.
The Company reviews goodwill 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.
The following is a reconciliation of net (loss) income as reported to adjusted EBITDA for the years ended December 31, 2024 and 2023 and each fiscal quarter of 2024 and 2023: Three Months Ended Year Ended March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 December 31, 2024 (in thousands) Net (loss) income as reported $ (6,260) $ (18,167) $ 344 $ 8,918 $ (15,165) Loss on equity securities — 14,152 — — 14,152 Equity in losses, net of taxes 2,092 — — — 2,092 Income tax provision (benefit) 210 (57) 1,507 1,671 3,331 Interest expense 5,614 5,157 5,834 5,603 22,208 Depreciation and amortization 4,939 4,894 6,408 6,073 22,314 Mark to market loss (gain) on interest rate derivatives 174 82 928 (718) 466 Stock compensation expense 807 1,037 1,042 1,034 3,920 Acquisition related expenses 95 641 210 143 1,089 Warehouse redesign expenses (1) 18 35 662 249 964 Adjusted EBITDA (2) $ 7,689 $ 7,774 $ 16,935 $ 22,973 $ 55,371 (1) For the year ended December 31, 2024, the warehouse redesign expenses were related to the U.S. segment.
Adjusted EBITDA is defined as net (loss) income, adjusted to exclude income tax (benefit) provision, interest expense, depreciation and amortization, gain on disposition of fixed assets, mark to market loss (gain) on interest rate derivatives, goodwill impairment, stock compensation expense, legal settlement gain, net, and other items detailed in the table above that are consistent with exclusions permitted by our debt agreements . 41 Table of Contents Three Months Ended Year Ended March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 December 31, 2024 (in thousands) Net (loss) income as reported $ (6,260) $ (18,167) $ 344 $ 8,918 $ (15,165) Loss on equity securities — 14,152 — — 14,152 Equity in losses, net of taxes 2,092 — — — 2,092 Income tax provision (benefit) 210 (57) 1,507 1,671 3,331 Interest expense 5,614 5,157 5,834 5,603 22,208 Depreciation and amortization 4,939 4,894 6,408 6,073 22,314 Mark to market loss (gain) on interest rate derivatives 174 82 928 (718) 466 Stock compensation expense 807 1,037 1,042 1,034 3,920 Acquisition related expenses 95 641 210 143 1,089 Warehouse redesign expenses (1) 18 35 662 249 964 Adjusted EBITDA (2) $ 7,689 $ 7,774 $ 16,935 $ 22,973 $ 55,371 (1) For the year ended December 31, 2024, the warehouse redesign expenses related to the U.S. segment.
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.
As of December 31, 2025 and 2024, the total availability under the ABL Agreement were as follows (in thousands): December 31, 2025 December 31, 2024 Maximum aggregate principal allowed $ 185,588 $ 176,329 Outstanding borrowings under the ABL Agreement (54,105) (42,693) Standby letters of credit (11,564) (8,828) Total availability under the ABL agreement $ 119,919 $ 124,808 Availability under the ABL Agreement is limited to the lesser of the $200.0 million commitment and the borrowing base and therefore depends on the valuation of certain current assets comprising the borrowing base.
Equity in losses, net of taxes Equity in losses of Vasconia, net of taxes, was $2.1 million for the year ended December 31, 2024, as compared to $12.7 million for the year ended December 31, 2023.
Equity in losses, net of taxes Equity in losses of Vasconia, net of taxes, was $2.1 million for the year ended December 31, 2024.
Capital expenditures Capital expenditures for the year ended December 31, 2024 were $2.2 million.
Capital expenditures Capital expenditures for the year ended December 31, 2025 were $4.4 million.
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.
Goodwill, intangible assets and long-lived assets Goodwill is not amortized but, instead, is 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.
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.
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.
Net sales for the International segment in 2024 were $55.8 million, an increase of $2.2 million, or 4.1%, compared to net sales of $53.6 million for 2023.
Net sales for the International segment in 2025 were $56.7 million, an increase of $0.9 million, or 1.6%, compared to net sales of $55.8 million for 2024.
In constant currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2024 average exchange rates to 2023 local currency amounts, net sales increased approximately 1.6%. The increase was driven by higher sales with global trading business in Asia.
In constant currency, a non-GAAP financial measure, which excludes the impact of foreign exchange fluctuations and was determined by applying 2025 average exchange rates to 2024 local currency amounts, net sales decreased approximately 1.7%.
The following table sets forth statement of operations data of the Company as a percentage of net sales for the periods indicated below.
RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2025 COMPARED TO YEAR ENDED DECEMBER 31, 2024. The following table sets forth statement of operations data of the Company as a percentage of net sales for the periods indicated below.
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 37 Table of Contents quarterly required payments of the Term Loan in order of maturity and then to the remaining scheduled installments on a pro rata basis.
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. 38 Table of Contents The maximum borrowing amount under the ABL Agreement may be increased to up to $250.0 million if certain conditions are met.
Refer to NOTE 7 — DEBT for further details of these transactions. Loss on equity securities Loss on equity securities was $14.2 million for the year ended December 31, 2024. In the second quarter of 2024, the Company lost significant influence over its investment in Vasconia and discontinued the equity method of accounting.
As of December 31, 2025, the intent of the Company is to hold these derivative contracts until their maturity. Loss on equity securities Loss on equity securities was $14.2 million for the year ended December 31, 2024. In the second quarter of 2024, the Company lost significant influence over its investment in Vasconia and discontinued the equity method of accounting.
This change resulted in the reclassification of previously recognized accumulated other comprehensive losses to the investment balance and subsequently resulted in a non-cash loss of $14.2 million, to reduce the investment to its fair value. NOTE 5 — EQUITY INVESTMENTS for additional information. Income tax provision The income tax provision was $3.3 million in 2024 and $6.2 million in 2023.
This change resulted in the reclassification of previously recognized accumulated other comprehensive losses to the investment balance and subsequently resulted in a non-cash loss of $14.2 million, to reduce the investment to its fair value.
The current ratio has remained relatively consistent. At December 31, 2024, borrowings under the Company’s ABL Agreement were $42.7 million and $142.5 million was outstanding under the Term Loan. At December 31, 2023, borrowings under the Company’s ABL Agreement were $60.4 million and $150.0 million was outstanding under the Term Loan.
At December 31, 2024, borrowings under the Company’s ABL Agreement were $42.7 million and $142.5 million was outstanding under the Term Loan.
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.
One or more tranches of additional term loans (the “Incremental Term Facilities”) may be added under the Term Loan if certain conditions are met.
Based upon its evaluation of changes in customers’ creditworthiness, the Company may modify credit limits and/or terms of sale. However, notwithstanding the Company’s efforts to monitor its customers’ financial condition, the Company could be materially adversely affected by future changes in these conditions.
However, notwithstanding the Company’s efforts to monitor its customers’ financial condition, the Company could be materially adversely affected by future changes in these conditions.
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.
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.
Liquidity as of December 31, 2024 was $111.7 million, consisting of $2.9 million of cash and cash equivalents, $82.8 million of availability under the ABL Agreement, limited by the Term Loan financial covenant, and $26.0 million of available funding under the Receivables Purchase Agreement.
Liquidity as of December 31, 2025 was $76.6 million, consisting of $4.3 million of cash and cash equivalents, $53.1 million of availability under the ABL Agreement, limited by the Term Loan financial covenant, and $19.2 million of available funding under the Receivables Purchase Agreement.
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.
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.
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.
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, 2025 December 31, 2024 Current portion of Term Loan: Term Loan payment $ 7,500 $ 7,500 Estimated unamortized debt issuance costs (2,478) (2,609) Total Current portion of Term Loan $ 5,022 $ 4,891 Non-current portion of Term Loan: Term Loan, net of current portion $ 127,500 $ 135,000 Estimated unamortized debt issuance costs (1,573) (4,051) Total Non-current portion of Term Loan $ 125,927 $ 130,949 As of December 31, 2025, the Company estimates no excess cash flow payment will be due for 2025.
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 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.
Distribution expenses as a percentage of net sales for the International segment were approximately 24.7% in 2024 and 25.0% in 2023, respectively. As a percentage of sales shipped from the Company’s international warehouses, distribution expenses were 22.1% and 22.3% f or 2024 and 2023, re spectively.
As a percentage of sales shipped from the Company’s international warehouses, distribution expenses were 23.1% and 22.1% f or 2025 and 2024, re spectively.
At December 31, 2024 and 2023, the Company had cash and cash equivalents of $2.9 million and $16.2 million, respectively, and working capital of $221.8 million at December 31, 2024, compared to $224.4 million at December 31, 2023. The current ratio (current assets to current liabilities) was 2.5 to 1.0 at December 31, 2024, and December 31, 2023.
At December 31, 2025 and 2024, the Company had cash and cash equivalents of $4.3 million and $2.9 million, respectively, and working capital of $242.6 million at December 31, 2025, compared to $221.8 million at December 31, 2024.
The Company expects that the Hagerstown Facility will be operational by the second quarter of 2026. Additionally, in connection with the relocation to the Hagerstown Facility, the Company will receive tax abatement and incentives over the term of the Lease from the State of Maryland and Washington County, Maryland totaling approximately $13 million.
Additionally, in connection with the relocation to the Hagerstown Facility, the Company will receive tax abatement and incentives over the term of the Lease from the State of Maryland and Washington County, Maryland totaling approximately $13.1 million. These incentives include real property tax abatement, employee state withholding tax credit, conditional grants and income tax credits.
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.
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 November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
Net sales for the U.S. segment in 2024 were $627.2 million, a decrease of $5.9 million, or 0.9%, compared to net sales of $633.1 million in 2023. Net sales for the U.S. segment’s Kitchenware product category in 2024 were $384.3 million, a decrease of $2.4 million, or 0.6%, compared to net sales of $386.7 million in 2023.
Net sales for the U.S. segment in 2025 were $591.2 million, a decrease of $36.0 million, or 5.7%, compared to net sales of $627.2 million in 2024.
This concentration exposes the Company to risks associated with doing business globally, including risks relating to tariffs. In January 2025, the Company announced the relocation of the Company’s east coast distribution facility currently located in Robbinsville, NJ (the “Robbinsville Facility”) to a warehouse and distribution space in Hagerstown, Maryland (the “Hagerstown Facility”).
Hagerstown Facility In January 2025, the Company announced the relocation of the Company’s East Coast distribution operations currently located in Robbinsville, NJ (the “Robbinsville Facility”) to Hagerstown, Maryland (the “Hagerstown Facility”).
The Company’s effective tax rate for 2024 was (34.2)%, compared to 59.4% for 2023. The negative rate for 2024 reflects tax expense on pretax financial reporting loss.
The negative rate for 2024 reflects tax expense on pretax financial reporting loss.
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.
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.
This reduced the availability under the revolving credit facility by the same amount. The Company believes that availability under the revolving credit facility under its ABL Agreement, cash on hand and cash flows from operations are sufficient to fund the Company’s operations for the next 12 months.
The Company believes that availability under the revolving credit facility under its ABL Agreement, cash on hand and cash flows from operations are sufficient to fund the Company’s operations for the next 12 months. However, if circumstances were to adversely change, the Company may seek alternative sources of liquidity including debt and/or equity financing.
The net sales decrease in the U.S. segment’s Kitchenware product category was driven by lower sales for kitchen tools and barware products. The decrease was partially offset by higher sales for cutlery and board, and bakeware products driven by new warehouse programs in 2024 and the launch of new product lines.
Net sales for the U.S. segment’s Kitchenware product category in 2025 were $374.9 million, a decrease of $9.4 million, or 2.4%, compared to net sales of $384.3 million in 2024. The net sales decrease in the U.S. segment’s Kitchenware product category was driven by lower sales for cutlery and board, bakeware products, barware products and kitchen tools.
Actual amounts borrowed and interest rates may vary over time. Leases The Company has operating leases for corporate offices, distribution facilities, manufacturing plants, and certain vehicles.
Actual amounts borrowed and interest rates may vary over time. Leases The Company has operating leases for corporate offices, distribution facilities, manufacturing plants, and certain vehicles. As of December 31, 2025, the Company had fixed lease payment obligations of $68.6 million, with $19.3 million payable within 12 months.
However, if circumstances were to adversely change, the Company may seek alternative sources of liquidity including debt and/or equity financing. However, there can be no assurance that any such alternative sources would be available or sufficient. The Company closely monitors the creditworthiness of its customers.
However, there can be no assurance that any such alternative sources would be available or sufficient. The Company closely monitors the creditworthiness of its customers. Based upon its evaluation of changes in customers’ creditworthiness, the Company may modify credit limits and/or terms of sale.
Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results.
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.
RESTRUCTURING 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.
RESTRUCTURING During 2025, the Company’s International segment incurred $0.3 million of restructuring expense related to severance associated with the reorganization of the International segment's workforce.
SG&A expenses for 2024 for the U.S. segment we re $123.0 million, an increase of $5.6 million, or 4.8%, compared to $117.4 million for 2023. As a percentage of net sales, SG&A expenses were 19.6% for 2024, compared to 18.5% for 2023.
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses for 2025 w ere $142.4 million, a decrease of $17.4 million, or 10.9%, as compared to $159.8 million for 2024. SG&A expenses for 2025 for the U.S. segment we re $117.5 million, a decrease of $5.5 million, or 4.5%, compared to $123.0 million for 2024.
The increase was a result of higher interest rates on outstanding borrowings in the current period, partially offset by lower average outstanding borrowings. Mark to market (loss) gain on interest rate derivatives Mark to market loss on interest rate derivatives was $0.5 million for both the year ended December 31, 2024, and December 31, 2023 .
Mark to market loss on interest rate derivatives Mark to market loss on interest rate derivatives was $0.8 million and $0.5 million, respectively, for the year ended December 31, 2025, and 2024.
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.
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. The Company adopted this ASU on a retrospective basis effective January 1, 2025. Refer to NOTE 11 — INCOME TAXES for the inclusion of new disclosures required.
Net sales for the U.S. segment’s Tableware product category in 2024 were $132.8 million, a decrease of $5.5 million, or 4.0%, compared to net sales of $138.3 million for 2023. The decrease was attributable to lower warehouse club programs in 2024 as well as other brick-and-mortar customers. This decline was partially offset by sales e-commerce customers.
The decrease was partially offset by higher sales for kitchen measurement products driven by a new warehouse program in 2025. Net sales for the U.S. segment’s Tableware product category in 2025 were $122.2 million, a decrease of $10.6 million, or 8.0%, compared to net sales of $132.8 million for 2024.
The change from 2024 compared to 2023 was attributable to higher repayments of the Term Loan in the 2023 period and financing costs incurred in connection with the Amendment No. 2 to the Term Loan. This was partially offset by higher proceeds from the revolving credit facility in the 2023 and no stock repurchases activities in the 2024 period.
Cash used in financing activities Net cash used in financing activities was $2.2 million in 2025 compared to $29.5 million in 2024. The change from 2025 compared to 2024 was attributable to higher net proceeds from the revolving credit facility in the 2025 period, compared to net repayments of revolving credit facility in the 2024 period.
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 .
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. 35 Table of Contents 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor the year ended December 31, 2024, approximately 7% of the Company’s net sales revenue was in foreign currencies, compared to 8% for the year ended December 31, 2023. These sales were primarily denominated in U.K. pounds, Euros and Canadian dollars. The Company makes most of its inventory purchases from Asia and uses the U.S. dollar for such purchases.
Biggest changeDollar, which subjects the outstanding principal to fluctuations in exchange rates. For the year ended December 31, 2025, approximately 8% of the Company’s net sales revenue was in foreign currencies, compared to 7% for the year ended December 31, 2024. These sales were primarily denominated in U.K. pounds, Euros, Canadian dollars and Australian dollars.
A hypothetical and instantaneous 100 basis point increase in the Company’s variable interest rates would increase interest expense by approximately $2.2 million over a twelve month period. The sensitivity analysis above assumes interest rate changes are instantaneous and parallel shifts in the yield curve occur. Interest rate swaps expose the Company to counterparty credit risk for nonperformance.
A hypothetical and instantaneous 100 basis point increase in the Company’s variable interest rates would increase interest expense by approximately $1.7 million over a twelve month period. The sensitivity analysis above assumes interest rate changes are instantaneous and parallel shifts in the yield curve occur. Interest rate swaps expose the Company to counterparty credit risk for nonperformance.
The Company entered into interest rate swap agreements in June 2019, March 2024, and October 2024, to manage interest rate exposure in connection with its variable interest rate borrowings with an aggregate notional value of $75.0 million at December 31, 2024.
The Company entered into interest rate swap agreements in June 2019, March 2024, and October 2024, to manage interest rate exposure in connection with its variable interest rate borrowings with an 44 Table of Contents aggregate notional value of $50.0 million at December 31, 2025.
Additional transactions exposing the Company to exchange rate risk include sales, certain inventory purchases and operating expenses. Through its subsidiaries, portions of the Company’s cash, trade accounts receivable and trade accounts payable are denominated in foreign currencies.
Additional transactions exposing the Company to exchange rate risk include sales, certain inventory purchases and operating expenses. Through its subsidiaries, portions of the Company’s cash, trade accounts receivable, trade accounts payable are denominated in foreign currencies. In addition, certain ABL borrowings held by the Company’s international subsidiaries are denominated in U.S.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of loss that may impact the consolidated financial position, results of operations or cash flows of the Company. The Company is exposed to market risk associated with changes in interest rates and foreign currency exchange rates. The Company believes it has moderate exposure to these risks.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of loss that may have an impact on the consolidated financial position, results of operations or cash flows of the Company. The Company is exposed to market risk associated with changes in interest rates and foreign currency exchange rates.
The Company has foreign operations through its acquisitions, investments and strategic alliances in the U.K., Netherlands, Mexico, Canada, Australia, New Zealand, Hong Kong and China; therefore, the Company is subject to increases and decreases in its investments resulting from the impact of fluctuations in foreign currency exchange rates.
The Company’s functional currency is the U.S. dollar. The Company has foreign operations through its acquisitions, investments and strategic alliances in the U.K., the Netherlands, Mexico, Canada, Australia, New Zealand, Hong Kong and China; therefore, the Company is subject to increases and decreases value of its net investments due to fluctuations in foreign currency exchange rates.
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. 43 Table of Contents The Company’s ABL Agreement and Term Loan bear interest at variable rates.
The Company purchases foreign currency forward contracts with terms less than 18 months. The aggregate gross notional value of foreign exchange contracts at December 31, 2025 and 2024 were zero and $8.0 million, respectively. The Company’s ABL Agreement and Term Loan bear interest at variable rates.
As of December 31, 2024, approximately $110.2 million of the Company’s debt carries a variable rate of interest, as compared to $185.4 million at December 31, 2023. The remainder of the debt at December 31, 2024 (approximately $75.0 million) carries a fixed rate of interest through the use of interest rate swaps.
As of December 31, 2025, approximately $139.1 million of the Company’s debt carries a variable rate of interest, as compared to $110.2 million at December 31, 2024. The remainder of the debt at December 31, 2025 (approximately $50.0 million) carries a fixed rate of interest through the use of interest rate swaps.
The Company assesses market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential loss in earnings and cash flows based on a hypothetical 10% or 100 basis point change in these rates. The Company’s functional currency is the U.S. dollar.
The Company believes it has moderate exposure to these risks. The Company assesses market risk based on changes in interest rates and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential loss in earnings and cash flows based on a hypothetical 10% or 100 basis point change in these rates.
In the Company’s consolidated statements of operations, foreign exchange gains and losses are recognized in SG&A expense. A hypothetical 10% change in exchange rates, with the U.S. dollar as the functional and reporting currency, would result in an increase of approximately $0.8 million in SG&A expenses.
A hypothetical 10% change in exchange rates, with the U.S. dollar as the functional and reporting currency, would result in an increase of approximately $2.0 million in SG&A expenses.
Added
The Company makes most of its inventory purchases from Asia and uses the U.S. dollar for such purchases. In the Company’s consolidated statements of operations, foreign exchange gains and losses are recognized in SG&A expense.

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