UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2006 Lifetime Brands, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-19254 11-2682486 (Commission File Number) (IRS Employer Identification No.) One Merrick Avenue, Westbury, New York, 11590 (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) 516-683-6000 (Former Name or Former Address, if Changed Since Last Report) N/A Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d- 2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e- 4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operation and Financial Condition On March 2, 2006, Lifetime Brands, Inc. (the "Company") issued a press release announcing the Company's three months and full year ended December 31, 2005 results. A copy of the Company's press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated March 2, 2006. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Lifetime Brands, Inc. By: /s/ Robert McNally Robert McNally Vice President of Finance and Chief Financial Officer Date: March 3, 2006 Exhibit 99.1 LIFETIME BRANDS DELIVERS RECORD ANNUAL AND QUARTERLY RESULTS WESTBURY, N.Y., March 2, 2006 -- LIFETIME BRANDS, INC. (NASDAQ NM: LCUT), a leading designer, developer and marketer of a broad range of nationally branded consumer products used in the home, today announced results for the three months and full year ended December 31, 2005. Financial and Operating Highlights Net sales for 2005 increased 63% to $307.9 million. Net income for the year rose 66% to $14.1 million. Net income per diluted share increased 64% to $1.23. Net sales for the fourth quarter of 2005 increased 83% to $124.4 million. Net income for the quarter rose 35% to $7.2 million. Net income per diluted share increased 28% to $0.60. During the year, Lifetime achieved significant internal growth in all of its major product categories. During the quarter, the Company completed its integration of the Pfaltzgraff business it acquired in July 2005 and restructured Pfaltzgraff's supply chain to reduce the cost of products while keeping quality high. Jeffrey Siegel, Chairman, President and Chief Executive Officer, commented, "2005 was an outstanding year for our Company. Even before taking into account the contributions of the Pfaltzgraff and Salton businesses we acquired in 2005, our sales and earnings set records for both the year and the fourth quarter. "Our results for the year, as well as for the fourth quarter, reflect dynamic growth in our cutlery and kitchenware categories, which was powered by a successful rollout of KitchenAid(R) cutlery, increased retail placement of our expanded line of Farberware(R) cutlery and increased distribution of KitchenAid(R) and Farberware(R) tools and gadgets. "Over the past several months, we completed the integration of the Pfaltzgraff and Salton businesses, which have firmly established Lifetime as a leader in the important tabletop category. We have applied Lifetime's extensive overseas sourcing expertise for Pfaltzgraff, and have made good progress in reducing the cost of merchandising while keeping product quality at the same high level. "We expect that, in 2006, we will see growth across all the Company's major brands, products and customer base. This growth will be driven by our relentless commitment to innovation and new product development. At the 2006 International Home & Housewares Show, to be held in Chicago later this month, Lifetime will introduce approximately 825 new items. For the year, we expect to introduce approximately 1,400 new SKUs - double last year's number. "Overall, we are very pleased with the strength of our business, and are especially gratified by the strong organic sales momentum we achieved in the fourth quarter. As a result, our outlook for 2006 remains extremely positive. As we announced in January 2006, we expect net sales for the year to range from $380 million to $400 million, and earnings per share to range from $1.45 to $1.70." Lifetime has scheduled a conference call Thursday, March 2, at 11:00 a.m. Eastern time to discuss fourth-quarter 2005 results and additional matters. The dial-in number for the call is (706) 634-1218. A replay of the call will also be available through Thursday, March 9, and can be accessed by dialing (706) 645-9291, conference ID #4201405. A live webcast of the call will be broadcast at the Company's web site, www.lifetimebrands.com. For those who cannot listen to the live broadcast, an audio replay of the call will also be available on the site. Lifetime is a leading designer, marketer and distributor of kitchenware, cutlery & cutting boards, bakeware & cookware, pantryware & spices, tabletop and bath accessories, marketing its products under various trade names, including Farberware(R), KitchenAid(R), Pfaltzgraff(R), Calvin Klein(R), Cuisinart(R), Hoffritz(R), Sabatier(R), Nautica(R), Joseph Abboud Environments(R), Roshco(R), Baker's Advantage(R), Kamenstein(R), CasaModa(TM), and :USE(R). Lifetime's products are distributed through almost every major retailer in the United States. The information herein contains certain forward-looking statements including statements concerning the Company's future prospects. These statements involve risks and uncertainties, including risks relating to general economic conditions and risks relating to the Company's operations, such as the risk of loss of major customers and risks relating to changes in demand for the Company's products, as detailed from time to time in the Company's filings with the Securities and Exchange Commission. COMPANY CONTACT: INVESTOR RELATIONS: Robert McNally Harriet Fried Chief Financial Officer Lippert/Heilshorn & (516) 683-6000 Associates, Inc. (212) 838-3777 or hfried@lhai.com LIFETIME BRANDS, INC. INCOME STATEMENT (in 000's, except per share data) Three Months Ended December 31, (Unaudited) 2005 2004 % Increase Net Sales $124,381 $68,059 82.8% Cost of Sales 72,525 40,100 80.9% Distribution Expenses 10,795 6,426 68.0% SG&A 28,355 12,378 129.1% Income from Operations 12,706 9,155 38.8% Interest Expense 1,087 299 263.5% Other (Income) (34) (15) Income Before Taxes 11,653 8,871 31.3% Tax Provision 4,427 3,531 25.4% Net Income $7,226 $5,340 35.3% Diluted Earnings Per Common Share $0.60 $0.47 Weighted Average Shares 12,144 11,250 LIFETIME BRANDS, INC. INCOME STATEMENT (in 000's, except per share data) Twelve Months Ended December 31, (Unaudited) 2005 2004 % Increase Net Sales $307,897 $189,458 62.5% Cost of Sales 177,493 111,497 59.2% Distribution Expenses 32,966 22,830 44.4% SG&A 72,266 40,282 79.4% Income from Operations 25,172 14,849 69.5% Interest Expense 2,489 835 198.1% Other (Income) (73) (60) Income Before Taxes 22,756 14,074 61.7% Tax Provision 8,647 5,602 54.4% Net Income $14,109 $8,472 66.5% Diluted Earnings Per Common Share $1.23 $0.75 Weighted Average Shares 11,506 11,186 LIFETIME BRANDS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) December 31, December 31, 2005 2004 ASSETS CURRENT ASSETS Cash and cash equivalents $ 786 $ 1,741 Accounts receivable, net 49,158 34,083 Merchandise inventories 91,953 58,934 Prepaid expenses and other current assets 14,356 8,667 TOTAL CURRENT ASSETS 156,253 103,425 PROPERTY AND EQUIPMENT, net 23,989 20,003 INTANGIBLES, net 40,264 31,484 OTHER ASSETS 2,645 2,305 TOTAL ASSETS $ 223,151 $ 157,217 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Short-term borrowings $ 14,500 $ 19,400 Accounts payable and accrued expenses 46,091 28,037 Income taxes payable 9,819 5,476 TOTAL CURRENT LIABILITIES 70,410 52,913 DEFERRED RENT & OTHER LONG TERM LIABILITIES 2,287 2,072 DEFERRED INCOME TAX LIABILITIES 4,967 4,294 LONG TERM DEBT 5,000 5,000 STOCKHOLDERS' EQUITY 140,487 92,938 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 223,151 $ 157,217