Slides
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Investor Presentation February 2026
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Forward-Looking Statements 2 Investor Presentation In this presentation, the use of the words “advance,” “believe,” “continue,” “could,” “commit,” “deliver,” “drive,” “enable,”“expect,” “gain,” “generate,” “goal,” “grow,” “improve” “intend,” “maintain,” “may,” “outlook,” “plan,” “positioned,” “project,” “projected,” “reduce,” “should,” “take,” “target,” “unlock,” “will,” “would,” “yield,” or similar expressions is intended to identify forward-looking statements. Such statements include all statements regarding the growth of Lifetime Brands, Inc. (the "Company”), the Company’s financial guidance, the Company’s ability to navigate the current environment and advance the Company’s strategy, the Company’s commitment to increasing investments in future growth initiatives, the Company’s initiatives to create value, the Company’s efforts to mitigate geopolitical factors and tariffs, the Company’s current and projected financial and operating performance, results, and profitability and all guidance related thereto, including forecasted exchange rates and effective tax rates, as well as the Company’s continued growth and success, future plans and intentions regarding the Company and its consolidated subsidiaries. Such statements represent the Company’s current judgments, estimates, and assumptions about possible future events. The Company believes these judgments, estimates, and assumptions are reasonable, but these statements are not guarantees of any events or financial or operational results, and actual results may differ materially due to a variety of important factors. Such factors might include, among others, the Company’s ability to comply with the requirements of its credit agreements; the availability of funding under such credit agreements; the Company’s ability to maintain adequate liquidity and financing sources and an appropriate level of debt, as well as to deleverage its balance sheet; seasonality of the Company's cash flows; the possibility of impairments to the Company’s goodwill; the possibility of impairments to the Company’s intangible assets; the highly seasonal nature of the Company’s business; the Company’s ability to drive future growth and profitability from its European operations; changes in U.S. or foreign trade or tax law and policy; changes in general economic conditions that could impact the Company’s customers and affect customer purchasing practices or consumer spending; customer ordering behavior; theperformance of the Company’s newer products; expenses and other challenges relating to the integration of any future acquisitions; changes in demand for the Company’s products; changes in the Company’s management team; the significant influence of the Company’s largest stockholder; fluctuations in foreign exchange rates; changes in U.S. trade policy or the trade policies of nations in which the Company or the Company’s suppliers do business; shortages of and price volatility forcertain commodities; global health epidemic; social unrest, including related protests and disturbances; the emergence, continuation and consequences of geopolitical conditions, including political instability in the U.S. and abroad, unrest and sanctions, war, conflict, including the ongoing conflicts between Russia and the Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan; legislative and regulatory risks, including those relating to the recent enactment of the One Big Beautiful Bill Act and the impact of a continued shutdown of the U.S. government; macro-economic challenges, including labor disputes, depreciation of the U.S. dollar, volatility in the capital markets, inflationary impacts and disruptions to the global supply chain; dependence on third-party manufacturers; increase in supply chain costs; including raw materials, sourcing, transportation and energy; the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures and/or economic sanctions implemented by the U.S. and other governments; impact of tariffs and trade policies, particularly with respect to China; the Company’s ability to successfully integrate acquired businesses; the Company’s expectations regarding customer purchasing practices and the futurelevel of demand for the Company’s products; the Company’s ability to execute on the goals and strategies set forth in the Company’s Project concord plan; and significant changes in the competitive environment and the effect of competition on the Company’s markets, including on the Company’s pricing policies, financing sources and ability to maintain an appropriate level of debt. The Company undertakes no obligation to update these forward-looking statements other than as required by law.
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Non-GAAP Financial Measures 3 Investor Presentation This presentation contains non-GAAP financial measures, including adjusted income (loss) from operations, adjusted net income (loss), adjusted diluted income (loss) per common share and adjusted EBITDA, adjusted leverage ratio and free cash flow. A non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets, or statements of cash flows of a company; or, includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the mostdirectly comparable measure so calculated and presented. These non-GAAP financial measures are provided because the Company’s management uses these financial measures in evaluating the Company’s on-going financial results and trends, and management believes that exclusion of certain items allows for more accurate period-to-period comparison of the Company’s operating performance by investors and analysts. Management uses these non-GAAP financial measures as indicators of business performance. These non-GAAP financial measures should be viewed as a supplement to, and not a substitute for, GAAP financial measures of performance. As required by the rules of the Securities and Exchange Commission (the “SEC”), the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the Appendix attached hereto. Use of Projections This presentation contains projections with respect to the Company. The Company’s independent auditors have not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. These projections should not be relied upon as being necessarily indicative of future results.
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Slide(s) Lifetime Brands at a Glance 5 Staying Ahead of U.S. Tariff Policy Changes, Proactively Addressing Expected Impacts 6 - 9 Lifetime Brands Investment Highlights 10 Leading Positions Across Product Categories 11 Lifetime’s Strong, Recognized Brands 12 Meeting Consumers Where They Shop… 13 Seizing the Opportunity 14 We Excel In Innovation 15 International Business Segment 16 Strategic Growth Initiatives 17 History of Successful Launches into Adjacent Product Categories 18 Commercial Food Service 19 M&A in Focus 20 Lead by Industry Veterans 21 Financial Platform to Drive Growth 22 - 28 Appendix 29 - 38 4 Investor Presentation Table of Contents
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Lifetime Brands At A Glance 5 Investor Presentation Leading durables consumer products company with a focus on home products 91% As of September 30, 2025 Core market is U.S. 36.5% September 2025 YTD Gross Margin 2 Million ft2 of distribution space across United States, Europe and Asia #1 or # 2 Positions As of September 30, 2025 in Kitchen Tools, Cutlery, Barware Accessories, Bath Scales $443.9 Million September 2025 YTD Consolidated Net Sales $47.2 Million LTM September 30, 2025 Adjusted EBITDA $76.8M Market Cap* 12.9M Float* 43% Insider Ownership* 22.7M Shares Outstanding* 28 Leading Brands Omnichannel sales and go-to market Presence in over 100 International Markets Defined Growth Initiatives Proven Innovator *As of 10/31/2025 LCUT Data based decisions
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6 Staying Ahead of U.S. Tariff Policy Changes, Proactively Addressing Expected Impacts Lifetime Brands has a strong financial profile and remains well positioned to succeed even in the challenged operating environment created by the current trade policy uncertainty. Resilient liquidity position Asset-light model and track record of producing positive cash flows in all economic environments Experienced management team with successful record of navigating many macro shocks Low average selling price with relative inelasticity of demand for most of its products Historic trends of consumers to eat more at home during difficult economic times Investor Presentation
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Staying Ahead of U.S. Tariff Policy Changes, Proactively Addressing Expected Impacts, continued Lifetime has implemented a multifaceted strategy to offset the impact of continued trade policy uncertainty 7 Began shifting manufacturing footprint outside of China nearly two years ago. Shifting manufacturing / sourcing footprint to distributed geographies • Includes Cambodia, India, Indonesia, Malaysia, Vietnam in Asia, and Mexico and in North America Acquired a Mexico manufacturing operation two years ago. Looking to meaningfully expand facility to mitigate tariff impacts. Long established factories in Vietnam and India. Working with manufacturing partners to expand additional categories in Vietnam from traditionally metals to add plastic product categories. Investor Presentation
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Additional Implemented Actions 8 Beginning in Q4 2024, Lifetime started building its U.S. inventory position to preempt supply disruption and additional tariff costs in the event of high tariff rates. Lifetime ceased importing any products from China when the 145% tariffs were implemented. Lifetime began importing China products during the “pause” with a reduction of tariffs to 30%. This is to build a sufficient buffer to transition our manufacturing footprint to geographically distributed model. Lifetime has passed through price increases to customers to compensate for the costs of any tariffs paid. This continues to be modified over time as the administration frequently shifts tariff rates. Staying Ahead of U.S. Tariff Policy Changes, Proactively Addressing Expected Impacts, continued Investor Presentation
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9 Changes to cost structure to protect against a demand impact created by trade policy uncertainty. Lifetime has taken preemptive actions to counter the economic impacts that may arise from the inflationary and recession risks that exist resulting from the trade and fiscal policy being pursued by the U.S. government. These actions can be quickly reversed as and when the current economic environment evolves. Reduction in infrastructure costs: • Headcount, salary, and personnel related expenses Reduction in discretionary expenditures: • Discretionary marketing and product development expenses • Travel and trade show related expenses Focus on working capital management to improve liquidity Staying Ahead of U.S. Tariff Policy Changes, Proactively Addressing Expected Impacts, continued Investor Presentation
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Lifetime Brands Investment Highlights 10 Investor Presentation Leading global designer, developer and marketer of a broad range of durable consumer products with a focus on the home Leading portfolio of strong, recognizable brands with multi-channel growth opportunities in core end markets Best-in-class innovation engine to strategically drive market share and maintain industry leadership Robust M&A Pipeline for growth above end market growth rates Focus: Existing product lines, food service, pet, outdoor, and international Efficient global platform includes cross and omni channel Go-to-Market with industry- leading scale and operational effectiveness Dependable cash generation in all macro- economic environments Tenured Management Team with proven track record: consistently executed operational and financial success across various end-market and external environments Secure & sustainable dividend Resilient business model Shareholder friendly capital allocation priorities
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Leading Positions Across Product Categories 11 Investor Presentation Portfolio of brands with significant brand equity Kitchenware Cutlery Kitchen & Bath Measurement Barware / Pantryware Tableware #1 U.S. category supplier* #1 U.S. provider* #2 market share in measurement* #1 U.S. wine/bar opener supplier*; leading global barware supplier Leader in bridal, flatware, and everyday housewares dinnerware *Circana
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Lifetime’s Strong, Recognized Brands 12 Investor Presentation
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Meeting Consumers Where They Shop… 13 Investor Presentation Mass Market Off-Price & Dollar Channel Department Stores Specialty Stores Warehouse Clubs E-commerce/TV Grocery Independent Retailers Commercial DTC Over 7,000 Specialty Gourmet Shops Ecommerce sites for direct-to- consumer sales.
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Seizing the Opportunity 14 + Successfully launched in 2024; full year 2025 sales expected greater than $15 million Performing in line with expectationsOne of the most successful launches in LCUT history Licensing agreement allowed entry into Dollar General (target channel for expansion) Products created with best-in-class innovation Products expected to enter mass market channels Market share expansion of Dolly in Dollar General of Dolly in other retailers of Additional Brands in Dollar General Investor Presentation
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We Excel In Innovation 15 Investor Presentation Cosmetic Updates (Level 1) Innovation (Level 3) Organic growth model driven by modernized and disruptive product design Disruptive Innovation (Level 4) Degrees of Innovation (Level 2)
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International Business Segment 16 Investor Presentation UK represents over 65% of sales in our International Business segment, which has been hard hit by economic factors. Normalization will provide significant upside opportunity. International business significantly restructured; today, right sized to be profitable Total addressable market internationally of $82 billion* Presence in over 100 markets Recently stablished direct country managers, which greatly increases effectiveness and competitiveness in these markets New direct go-to-market strategy in Australia and New Zealand expected to increase profitability in these regions 65% * Internal Estimate
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Strategic Growth Initiatives 17 Investor Presentation Capitalizing on opportunities that fit core competencies in manufacturing, design and innovation. Consumer demand in pet, higher end cutlery, outdoor, storage and organization. Opportunity to leverage recognized brands and strengths in design, manufacturing and distribution from the consumer side to further penetrate the commercial market. Expand into Adjacent Product Categories Food Service Significant cash flow and strong balance sheet position Lifetime well to pursue a disciplined M&A strategy. Disciplined M&A
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History of Successful Launches into Adjacent Product Categories 18 Investor Presentation Organic and external investments to create incremental growth Pursue identified categories and/or product development that present high growth or margin opportunities 2019 Launched Mikasa Hospitality and developed new line of soft-handle KitchenAid tools for mass market; invested and optimized infrastructure for pure play and omni-channel ecommerce; and launched Instant branded tools and accessories 2021 Launched KitchenAid cutlery line filling in best product offering; launched KitchenAid bakeware line; international launch of KitchenAid; acquisition and incubation of Year & Day tabletop brand; and introduced Beautiful by Drew Barrymore as a new brand exclusively at Walmart 2020 Developed line of pet products under Built and Fred brands; and developed line of storage products under Built and Copco brands 2022 Acquired S’well to grow hydration and storage categories 2024 Launched Build a Board as a product adjacency; FY24E sales of $11 million Awarded Best in Show for the 2024 Houseware's Show; and launched new Dolly Parton brand and entered Dollar retail channel GROWTH INITIATIVE 2025 Launch of Jamie Oliver brand for Tabletop in international markets
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Commercial Food Service 19 Investor Presentation Build out of Mikasa hospitality products for the commercial food service industry in 2023 Existing presence in back-of-house industry segment for 15 years Focus on developing a complete front-of-house product line similar in scope and quality to the top existing names Plan to add future category additions including glassware, buffet and hospitality service, and expanded smallwares $2 billion food service addressable market* Expect $30+ million sales in 2025 Target $60 million sales opportunity in North America within 5 years *Source: Tabletop News GROWTH INITIATIVE
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M&A in Focus 20 Investor Presentation Immediate attention in new categories, food service and international Acquisition Criteria High free cash flow conversion Speed to market and larger market share Attractive end market demographics Fold in acquisitions are highly accretive day 1 Margin expansion Revenue Growth GROWTH INITIATIVE Given the macro environment, Lifetime is being more selective with M&A
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Led by Industry Veterans 21 Investor Presentation Leading global designer, developer and marketer of a broad range of durable consumer products with a focus on the home Rob Kay CEO • Assumed CEO role in March 2018 following merger of LCUT with Filament Brands • Chairman and CEO of Filament Brands since its inception in 2012 • Seasoned operating executive with over 20 years experience building and running companies. • Held several senior management roles as the Chairman, CEO and President of companies in the manufacturing and consumer products space including Kaz, Inc., The OneCare Company and Key Components, Inc. Laurence Winoker CFO • With the company since July 2007 • Prior to LCUT, served as Senior Vice-President, Controller and Treasurer of MacAndrews & Forbes Holdings Inc., a holding company with controlling interests in a diversified portfolio of public and private companies including Revlon, Inc. • Serving as Senior Vice-President, Treasurer and Controller of Revlon, Inc. from 1999 to 2003 Public company expertise Industry experience Operational excellence
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Financial Platform to Drive Growth
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23 Summary of Recent Operating Results (1) Adjusted income from operations, adjusted diluted income (loss) per common share, and adjusted EBITDA represent non- GAAP financial measures. These non-GAAP financial measures are provided because the Company uses them in evaluating its financial results and trends and as an indicator of business performance. See the Appendix for a reconciliation to the most directly comparable GAAP measure. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 ($ in millions, except per share amounts) Net sales $171.9 $183.8 $443.9 $467.7 Income (loss) from operations 6.7 8.6 (29.4) 11.6 Non-cash goodwill impairment — — 33.2 — Other adjustments 4.8 4.6 7.6 12.9 Adjusted income from operations(1) 11.5 13.2 11.5 24.5 Net income (loss) (1.2) 0.3 (45.1) (24.1) Diluted income (loss) per common share (0.05) 0.02 (2.08) (1.12) Adjusted diluted income (loss) per common share(1) 0.11 0.21 (0.25) 0.03 Adjusted EBITDA(1) $13.4 $16.9
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24 Business Generates Strong Cash Flow with Low CapEx (1) Free cash flow, a non-GAAP financial measure, is calculated as Cash Flow from Operations less CapEx. (2) Adjusted EBITDA represent non-GAAP financial measure. See the Appendix for a reconciliation to the most directly comparable GAAP measure. (3) % conversion calculated as Free Cash Flow / Adjusted EBITDA. (4) Amount represents Adjusted EBITDA, before limitation. See Appendix for a reconciliation to the most directly comparable G AAP measure. 1 1 1 1 1 1 1 1 1 1 1 (2) (2) (2) ($ in millions) Cash flow conversion was suppressed in 2021 and 2022 as the Company made a strategic investment in inventory as a response to COVID supply chain risks. Cash flow recovery for the 2023 period largely attributable to inventory reductions as Company returns to normalized levels. Cash flow conversion for the 2024 and LTM 9/30/2025 was lower primarily due to investment in inventory to mitigate impact of tariffs expected in 2025. 34.7% 36.6% 93.5% 29.6% 43.2% % Conversion(3) $95.1 $58.2 $57.3 $55.4 $47.2 Adjusted EBITDA(2)(4) (1) Financial model enables Lifetime to execute its business plan
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25 Strong Liquidity Position • Total debt, net of cash reduced by $37million since December 31, 2021. • Decrease in liquidity at September 30, 2025 is primarily due to lower EBITDA. • Total net leverage was 4.2x at September30, 2025. The target net leverage ratio is below 3.0x. December 31, 2021 2022 2023 2024 September 30, 2025 ($ in millions) Credit Facility due August 2027 $— $10.4 $60.4 $42.7 $62.4 Term Loan due August 2027 252.1 245.9 150.0 142.5 136.9 Debt, net of cash(1) 224.1 232.7 194.2 182.3 187.2 LTM Adjusted EBITDA(1,2) 95.1 58.2 57.3 55.4 47.2 Adjusted Leverage Ratio(1) 2.4x 4.0x 3.4x 3.5x 4.2x Liquidity(1) $174.3 $199.8 $133.9 $111.7 $50.9 Liquidity, without leverage constraint 174.3 199.8 163.1 153.7 151.7 (1) Refer to the Appendix of this presentation for description and definition of terms. (2) Amount represents Adjusted EBITDA, before limitation. See Appendix for a reconciliation to the most directly comparable G AAP measure. Capital resource capacity supports firm execution of the business plan
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Strong Financial Foundation for Growth 26 Investor Presentation Steady Cash Flows • Strong free cash flow • Scalable critical infrastructure • Diverse and financially strong customer base Significant cash flows will enable investments in growth and allow for strategic M&A activity Strong Credit Profile • Attractive, low-risk credit facility • Use of strong cash flows to reduce debt • Continued focus on increasing liquidity Disciplined Capital Allocation • Internal investment opportunities • Strategic and disciplined M&A activity • Low maintenance CapEx requirements Commitment to Shareholder Returns • Committed to maintaining dividend • Drive share price improvement
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• Projecting improved operating results for the International Segment in 2025 compared to 2024 • Goal remains to achieve breakeven in operating income for the International Segment in2026 Pursue opportunities to improve operating efficiency in the Company’s current warehouse Project Concord Update Lifetime's comprehensive plan to propel growth and streamline the cost structure of the International operations. First announced publicly in March 2025 during the fourth quarter earnings call. Key Initiatives Improve efficiency in warehouse labor management and costs Redesign of sales team and product management teams Product resourcing Investor Presentation
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Relocation of East Coast Distribution Center 28 Investor Presentation In January 2025, Lifetime announced the relocation of its primary east coast distribution center to Hagerstown, Maryland. Scheduled to be fully operational in Q3 2026. The new distribution center will serve as the cornerstone for Lifetime's future infrastructure. Key Advantages: • Increases the current distribution capacity by 327,000 ft2; • Rent abatement for the additional capacity for the first three years the lease term; • State and local tax abatements & incentives of $13 million; and • Expected to significantly contain Lifetime’s future distribution expenses. Estimated Capital Expenditures and One-time Costs: • Capital expenditures for equipment and certain leasehold improvements - approximately $9 million; • One-time exit costs to close the current east coast distribution center - up to $7 million; and • One-time relocation costs to start-up the Hagerstown distribution center - up to $7 million.
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Appendix
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30 Adjusted income from operations - U.S GAAP Reconciliation (1) For the three and nine months ended September 30, 2025 and 2024, warehouse redesign expenses were related to the U.S. segment. (2) Adjusted income from operations for the three and nine months ended September 30, 2025 excludes acquisition intangible amortization expense, a legal settlement gain, net, acquisition related expenses, restructuring expenses, warehouse redesign expenses, severance expenses, and goodwill impairment. Adjusted income from operations for the three and nine months ended September 30, 2024, excludes acquisition intangible amortization expense, acquisition related expenses, and warehouse redesign expenses. Note: Certain columns and rows within the tables may not add due to rounding. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 ($ in millions) Income (loss) from operations $6.7 $8.6 $(29.4) $11.6 Adjustments: Acquisition intangible amortization expense 4.4 3.7 13.1 11.2 Legal settlement gain, net — — (6.4) — Acquisition related expenses — 0.2 0.2 0.9 Restructuring expenses 0.3 — 0.3 — Warehouse redesign expenses(1) 0.1 0.7 0.2 0.7 Severance expense — — 0.3 — Goodwill impairment — — 33.2 — Total adjustments 4.8 4.6 40.9 12.9 Adjusted income from operations(2) $11.5 $13.2 $11.5 $24.5
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31 Adjusted net income (loss) — U.S. GAAP Reconciliation Adjusted net income (loss) and adjusted diluted income (loss) per common share (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net (loss) income as reported $(1.2) $0.3 $(45.1) $(24.1) Adjustments: Acquisition intangible amortization expense 4.4 3.7 13.1 11.2 Legal settlement gain, net — — (6.4) — Acquisition related expenses — 0.2 0.2 0.9 Restructuring expenses 0.3 — 0.3 — Warehouse redesign expenses(1) 0.1 0.7 0.2 0.7 Severance expense — — 0.3 — Mark to market loss on interest rate derivatives — 0.9 0.8 1.2 Loss on equity securities — — — 14.2 Goodwill impairment — — 33.2 — Income tax effect on adjustments (1.1) (1.4) (10.3) (3.5) Adjusted net income (loss)(2) $2.5 $4.5 $(5.4) $0.7 Adjusted diluted income (loss) per common share(3) $0.11 $0.21 $(0.25) $0.03 (1) For the three and nine months ended September 30, 2025 and 2024, warehouse redesign expenses were related to the U.S. segment. (2) Adjusted net income and adjusted diluted income per common share in the three and nine months ended September 30, 2025 excludes acquisition intangible amortization expense, a legal settlement gain, net, acquisition related expenses, warehouse redesign expenses, severance expense, mark to market loss on inter est rate derivatives, and goodwill impairment. The income tax effect on adjustments reflects the statutory tax rates applied on the adjustments and the income tax provision adjustment. Adjusted net income and adjusted diluted income per common share in the three and nine months ended September 30, 2024, excludes acquisition intangible amortization expense, acquisition related expenses, warehouse redesign expenses, mark to market loss on interest rate derivatives, and loss on equi ty securities. The income tax effect on adjustments reflects the statutory tax rates applied on the adjustments. (3) Adjusted diluted income (loss) per common share is calculated based on diluted weighted- average shares outstanding of 21,834 and 21,610 for the three month period ended September 30, 2025 and 2024, respectively. Adjusted diluted income (loss) per common share is calculated based on diluted weighted -average shares outstanding of 21,683 and 21,643 for the nine month period ended September 30, 2025 and 2024, respectively. The diluted weighted- average shares outstanding for the three and nine months ended September 30, 2025 include the effect of dilutive securities of 66 and zero, respectively. The diluted weighted- average shares outstanding for the three and nine months ended September 30, 2024 included the effect of dilutive securities of 48 and 189, respectively. Note: Certain columns and rows within the tables may not add due to rounding.
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32 Adjusted EBITDA — U.S. GAAP Reconciliation LTM September 2025 Three Months Ended Twelve Months Ended December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 September 30, 2025 (in millions) Net income (loss) as reported $8.9 $(4.2) $(39.7) $(1.2) $(36.2) Income tax provision (benefit) 1.7 (0.1) (2.8) 2.9 1.6 Interest expense 5.6 4.9 5.1 5.0 20.6 Depreciation and amortization 6.1 5.7 5.4 5.4 22.6 Gain on disposition of fixed assets — — — (0.1) (0.1) Mark to market (gain) loss on interest rate derivatives (0.7) 0.5 0.2 — — Goodwill impairment — — 33.2 — 33.2 Stock compensation expense 1.0 1.1 1.0 1.0 4.1 Legal settlement gain, net(1) — (4.6) — — (4.6) Severance expense — — 0.3 — 0.3 Acquisition related expenses 0.1 — 0.1 — 0.3 Restructuring expenses — — — 0.3 0.3 Warehouse redesign expenses(2) 0.2 — 0.1 0.1 0.5 Pro forma adjustments(3) 4.5 Adjusted EBITDA(4) $23.0 $3.3 $3.0 $13.4 $47.2 (1) For the twelve months ended September 30, 2025, legal settlement gain, net included a net settlement of $6.4 million, and adjusted for legal fees incurred from March 2, 2018 through March 31, 2025 of $1.8 million. (2) For the twelve months ended September 30, 2025, the warehouse redesign expenses were related to the U.S. segment. (3) Pro forma adjustments represent the amount of operating expense reductions projected by the Company as a result of actions t aken through September 30, 2025 or expected to be taken within 18 months of September 30, 2025, net of the benefits realized during the twelve months ended September 30, 2025. These actions include cost savings initiatives for the U.S. segment related to reductions in employee expenses (i.e., including terminated employees, furloughed employees and temporary salary reductions) and costs saving for the International segment related to Project Concord. (4) Adjusted EBITDA is a non-GAAP financial measure that is defined in the Company’s debt agreements. Adjusted EBITDA is defined as net income (loss), adjusted to exclude income tax provision (benefit), interest expense, depreciation and amortization, gain on disposition of fixed assets, mark to market (gain) loss 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. Note: Certain columns and rows within the tables may not add due to rounding.
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33 Adjusted EBITDA — U.S. GAAP Reconciliation LTM December 2024 Three Months Ended Year Ended March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 2024 (in millions) Net (loss) income as reported $(6.3) $(18.2) $0.3 $8.9 $(15.2) Loss on equity securities — 14.2 — — $14.2 Equity in losses, net of taxes 2.1 — — — $2.1 Income tax provision (benefit) 0.2 (0.1) 1.5 1.7 3.3 Interest expense 5.6 5.2 5.8 5.6 22.2 Depreciation and amortization 4.9 4.9 6.4 6.1 22.3 Mark to market loss (gain) on interest rate derivatives 0.2 0.1 0.9 (0.7) 0.5 Stock compensation expense 0.8 1.0 1.0 1.0 3.9 Acquisition related expenses 0.1 0.6 0.2 0.1 1.1 Warehouse redesign expenses(1) — — 0.7 0.2 1.0 Adjusted EBITDA(2) $7.7 $7.8 $16.9 $23.0 $55.4 (1) For the year ended December 31, 2024, the warehouse redesign expenses were related to the U.S. segment. (2) Adjusted EBITDA is a non-GAAP financial measure that is defined in the Company’s 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. Note: Certain columns and rows within the tables may not add due to rounding.
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34 Adjusted EBITDA — U.S. GAAP Reconciliation LTM December 2023 Three Months Ended Year Ended March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 December 31, 2023 (in millions) Net (loss) income as reported $(8.8) $(6.5) $4.2 $2.7 $(8.4) Undistributed equity losses, net 2.8 5.9 1.0 3.0 $12.7 Income tax (benefit) provision (1.3) 1.2 3.0 3.3 6.2 Interest expense 5.3 5.5 5.2 5.6 21.7 Depreciation and amortization 4.9 4.9 4.8 5.0 19.6 Mark to market loss (gain) on interest rate derivatives 0.2 (0.2) 0.1 0.4 0.5 Stock compensation expense 0.9 1.0 0.9 0.9 3.7 Contingent consideration fair value adjustment — (0.1) — (0.6) (0.7) (Gain) loss on extinguishments of debt, net — (1.5) — 0.8 (0.8) Acquisition related expenses 0.5 0.2 0.2 0.4 1.3 Restructuring expenses 0.9 — — — 0.9 Warehouse redesign expenses(1) 0.2 0.2 0.2 0.1 0.6 Adjusted EBITDA(2) $5.5 $10.7 $19.7 $21.5 $57.3 (1) For the year ended December 31, 2023, the warehouse redesign expenses related to the U.S. segment. (2) Adjusted EBITDA is a non-GAAP financial measure that is defined in the Company’s debt agreements. Adjusted EBITDA is defined as net (loss) income, adjusted to exclude undistributed equity in losses, 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. Note: Certain columns and rows within the tables may not add due to rounding.
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35 Adjusted EBITDA — U.S. GAAP Reconciliation LTM December 2022 Three Months Ended Twelve Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 December 31, 2022 (in millions) Net income (loss) as reported $0.4 $(3.5) $(6.4) $3.3 $(6.2) Undistributed equity (earnings) losses, net (0.4) (0.3) 8.2 2.1 $9.5 Income tax provision (benefit) 1.7 (0.1) 1.8 2.3 5.7 Interest expense 3.8 3.7 4.6 5.1 17.2 Depreciation and amortization 4.9 5.0 4.6 5.0 19.5 Mark to market (gain) loss on interest rate derivatives (1.0) (0.3) (0.6) — (2.0) Stock compensation expense 1.2 1.4 1.0 0.3 3.8 Acquisition related expenses 1.1 0.1 0.1 0.2 1.5 Restructuring expenses — — — 1.4 1.4 Warehouse relocation and redesign expenses(1) 0.4 0.1 0.1 — 0.6 S'well integration costs(2) 0.7 0.9 0.3 — 1.9 Wallace facility remediation expense — — 5.1 — 5.1 Adjusted EBITDA, before limitation $12.8 $7.0 $18.8 $19.7 $58.2 Pro forma projected synergies adjustment(3) 3.6 Pro forma adjusted EBITDA, before limitation(5) $61.8 Permitted non-recurring charge limitation(4) (3.6) Pro forma Adjusted EBITDA(4) $12.8 $7.0 $18.8 $19.7 $58.2 (1) For the year ended December 31, 2022, the warehouse relocation and redesign expenses included $0.5 million of expenses related to the International segment and $0.1 million of expenses related to the U.S. segment. (2) For the year ended December 31, 2022, S'well integration costs included $0.5 million of expenses related to inventory step up adjustment in connection with S'well acquisition. (3) Pro forma projected synergies represents the projected cost savings of $2.3 million associated with the reorganization of the International segment’s workforce, $0.9 million associated with the Executive Chairman's cessation of service in such role, and $0.4 million associated with reorganization of the U.S. segment’s sales management structure. (4) Permitted non-recurring charges include restructuring expenses, integration charges, Wallace facility remediation expense, and warehouse relocation and redesign expenses. These are permitted exclusions from the Company’s consolidated adjusted EBITDA, subject to limitations, pursuant to the Company’s Debt Agreements. (5) Adjusted EBITDA is a non-GAAP financial measure that is defined in the Company’s Debt Agreements. Adjusted EBITDA is defined as net income (loss), adjusted to exclude undistributed equity in (earnings) losses, income tax provision (benefit), interest expense, depreciation and amortization, mark to market (gain) loss 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. Note: Certain columns and rows within the tables may not add due to rounding.
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36 Adjusted EBITDA — U.S. GAAP Reconciliation LTM December 2021 Three Months Ended Year Ended March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 December 31, 2021 (in millions) Net income (loss) as reported $3.1 $5.8 $12.6 $(0.6) $20.8 Undistributed equity losses (earnings), net 0.2 (0.4) (0.2) (0.5) (0.8) Income tax provision 2.4 1.8 5.6 6.7 16.5 Interest expense 4.0 3.8 3.8 3.9 15.5 Depreciation and amortization 6.0 5.8 5.8 5.0 22.5 Mark to market gain on interest rate derivatives (0.5) 0.0 (0.1) (0.4) (1.1) Intangible asset impairments — — — 14.8 14.8 Stock compensation expense 1.4 1.3 1.2 1.2 5.2 Acquisition related expenses 0.2 0.1 0.1 0.4 0.7 Warehouse relocation expenses(1) — — — 0.4 0.4 Wallace facility remediation expense — — 0.5 — 0.5 Adjusted EBITDA(2) $16.8 $18.2 $29.3 $30.9 $95.1 (1) Warehouse relocation expenses included $0.1 million of expenses related to the International segment and $0.3 million of expenses related to the U.S. segment. (2) Adjusted EBITDA is a non-GAAP financial measure which is defined in the Company’s Debt Agreements. Adjusted EBITDA is defined as net income (loss), adjusted to exclude undistributed equity in losses (earnings), income tax provision, interest expense, depreciation and amortization, mark to market gain on interest rate derivatives, intangible asset impairments, stock compensation expense, and other items detailed in the table above that are consistent with exclusions permitted by our Debt Agreements.
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Credit Statistics Definition 37 Other Indebtedness All other indebtedness includes outstanding letters of credits and other indebtedness as defined in the Company's debt agreements. Debt, net of Cash Debt, net of Cash is calculated as outstanding amounts on the credit facility and term loan less cash at September 30, 2025, December 31, 2024, 2023, 2022 & 2021, of $12.1 million, $2.9 million, $16.2 million, $23.6 million & $28.0 million, respectively LTM Adjusted EBITDA Adjusted EBITDA represents a non-GAAP financial measure. This non-GAAP financial measure is provided because the Company uses it in evaluating its financial results and trends and as an indicator of business performance. See the Appendix for a reconciliation to the most directly comparable GAAP measure. Adjusted Leverage Ratio Adjusted Leverage Ratio, a non-GAAP financial measure, is a calculated ratio of Net Debt and outstanding letters of credits over LTM Adjusted EBITDA. Outstanding letter of credits at September 30, 2025, December 31, 2024, 2023, 2022 & 2021 was $11.6 million, $8.8 million $2.9 million, $2.8 million & $3.7 million, respectively. Liquidity Liquidity represents cash on hand, borrowing capacity under the ABL agreement, limited by the Term Loan financial covenant, and available funding under the Receivables Purchase Agreement ("RPA"). Borrowing capacity is a measure defined in the Company's debt agreement. Available amount under the RPA at September 30, 2025 was $13.6 million.
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Thank You