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                            FORM 10-Q
               SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                               OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
For quarter ended September 30, 1996

Commission file number 1-19254

                                
                    Lifetime Hoan Corporation
     (Exact name of registrant as specified in its charter)

Delaware                                               11-2682486
(State or other jurisdiction of incorporation or organization)   (I.R.S. Empl
oyer
Identification No.)

One Merrick Avenue, Westbury, NY                                 11590
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code  (516) 683-
6000
                                
                          Not applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)


  Indicate by check mark whether the registrant (1) has  filed
  all  reports required to be filed by Section 13 or 15(d)  of
  the Securities Exchange Act of 1934 during the preceding  12
  months (or for such shorter periods that the registrant  was
  required to file such reports), and (2) has been subject  to
  such filing requirements for the past 90 days.
  Yes X No

              APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value 11,276,194 shares outstanding as of
                        October 31, 1996
                                
                                
                              INDEX
                                
                    LIFETIME HOAN CORPORATION


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 1996
    and December 31, 1995                                       3

Condensed Consolidated Statements of Income for the
    Three and Nine months ended September 30, 1996 and 1995     4
Condensed Consolidated Statement of Changes in Stockholders' Equity for the
    Nine months ended September 30, 1996                        5
Condensed Consolidated Statements of Cash Flows for the
    Nine months ended September 30, 1996 and 1995               6
Notes to Condensed Consolidated Financial Statements for the
    Nine months ended September 30, 1996                        7


Item 2. Management's Discussion and Analysis of Financial
Condition
    and Results of Operations                                   8


PART II. OTHER INFORMATION                                     11


SIGNATURES                                                     13

ITEM 1.  FINANCIAL STATEMENTS

                   CONDENSED CONSOLIDATED BALANCE SHEETS
                         LIFETIME HOAN CORPORATION
                                                                
                                                   September     December
                                                      30,           31,
                                                     1996          1995
                                                 (unaudited)      (Note)
                                                       
ASSETS                                                               
CURRENT ASSETS                                                       
Cash and cash equivalents                             $56,847       $89,797
Accounts receivable, less allowances of $734,000                           
(1996)
and $663,000 (1995)                                14,211,673    12,682,401
Merchandise inventories                            43,410,089    43,337,000
Prepaid expenses                                    5,608,638     4,578,813
Deferred income taxes                               1,116,000     1,186,000
Other current assets                                1,840,996       695,241
TOTAL CURRENT ASSETS                               66,244,243    62,569,252
PROPERTY AND EQUIPMENT, at cost, net of                                    
accumulated depreciation
and amortization of $3,680,959 (1996) and           8,749,752     7,882,166
$2,841,202 (1995)
EXCESS OF COST OVER NET ASSETS ACQUIRED, net of                            
accumulated amortization of $757,000 (1996) and     1,922,202     1,971,102
$708,100 (1995)
OTHER INTANGIBLES, net of accumulated                                      
amortization of
     $238,294 (1996) and $24,000 (1995)            11,316,071     2,452,748
OTHER ASSETS                                          938,938       880,766
                                                  $89,171,206   $75,756,034
                                                                         
LIABILITIES AND STOCKHOLDERS' EQUITY                                       
CURRENT LIABILITIES                                                        
Accounts payable and trade acceptances             $5,387,069    $3,072,401
Accrued expenses                                    6,401,823     5,931,414
Income taxes                                          976,518       232,447
Short term borrowings                               8,400,000     4,600,000
TOTAL CURRENT LIABILITIES                          21,165,410    13,836,262
                                                                           
STOCKHOLDERS' EQUITY                                                       
Series B Preferred Stock, $1 par value,                                    
authorized 2,000,000
shares; none issued                                                        
Common Stock, $.01 par value, authorized                                   
25,000,000 shares;
issued and outstanding 11,276,194 (1996) and          112,762       112,573
11,257,276 (1995)
Paid-in capital                                    61,221,113    61,103,589
Retained earnings                                   7,661,480     1,845,007
                                                   68,995,355    63,061,169
Less:
Notes receivable for shares issued to                 908,064     1,048,064
stockholders
Deferred compensation                                  81,495        93,333
                                                   68,005,796    61,919,772
                                                                           
                                                  $89,171,206   $75,756,034
                                                                         
                                                                     

Note:  The Balance Sheet at December 31, 1995 has been derived  from  the
audited financial statements at that date but does not include all of the
information  and  footnotes  required by  generally  accepted  accounting
principles for complete financial statements.
                                                          
See notes to condensed consolidated financial
statements.
                                     
                                     
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                (UNAUDITED)
                         LIFETIME HOAN CORPORATION
                                     
                                     
                                                                       
                                 Three Months Ended      Nine Months Ended
                                   September 30,           September 30,
                                  1996       1995        1996        1995
                                                                  
Net sales                     $25,116,29 $22,093,672 $65,380,614 $56,327,592
                                                                   
Cost of sales                  11,707,992 11,758,701  32,782,813  29,673,714
                                                                      
                               13,408,304 10,334,971  32,597,801  26,653,878
                                                                       
                                                                            
Selling, general and            8,502,046  6,378,161  22,622,276  18,152,488
administrative expenses                                                  
                                                                            
INCOME FROM OPERATIONS          4,906,258  3,956,810   9,975,525   8,501,390
                                                               
                                                                            
Other (income) deductions:                                                  
   Interest expense               193,399    152,198     527,932     217,932
   Other (income), net           (25,120)   (23,980)    (78,881)   (121,321)
                                                                            
INCOME BEFORE INCOME TAXES      4,737,979  3,828,592   9,526,474   8,404,779
                                                               
                                                                            
Provision for federal, state                                                
and local
income taxes                    1,865,000  1,465,000   3,710,000   3,252,000
                                                               
                                                                            
NET INCOME                     $2,872,979 $2,363,592  $5,816,474  $5,152,779
                                                                       
                                                                            
NET INCOME PER SHARE                $0.25      $0.20       $0.50       $0.44
                                                                            
WEIGHTED AVERAGE SHARES                                                     
   OUTSTANDING                 11,535,483  11,530,253  11,526,207  11,636,283
                                                                      
                                                                  
                                                                  
                                     
                                     
                                     
                                     
                                     
         See notes to condensed consolidated financial statements



      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                   (UNAUDITED)
                                        
                            LIFETIME HOAN CORPORATION
                                        
                                        
                                        
Common Stock Paid-in Retained Notes Deferred Receivable Shares Amount Capital Earnings from Compensati Total Stockholders on Balance at Dec. 31, 1995 11,257,276 $112,573 $61,103,589 $1,845,006 ($1,048,064) ($93,333) $61,919,771 Exercise of stock 17,860 178 111,388 111,566 options Exercise of 1,058 11 6,136 6,147 warrants Net income for the nine months ended September 5,816,474 5,816,474 30, 1996 Repayment of note receivable 140,000 140,000 Amortization of deferred 11,838 11,838 compensation Balance at Sept. 30, 1996 11,276,194 $112,762 $61,221,113 $7,661,480 ($908,064) ($81,495) $68,005,796
See notes to condensed consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) LIFETIME HOAN CORPORATION Nine Nine Months Months Ended Ended September September 30, 30, 1996 1995 OPERATING ACTIVITIES Net income $5,816,474 $5,152,779 Adjustments to reconcile net income to net cash provided by / (used in) operating activities: Depreciation and amortization 1,122,484 649,971 Amortization of deferred compensation 11,838 44,909 Deferred tax (benefit) 70,000 (246,000) Provision for losses on accounts 446,256 460,568 receivable Changes in operating assets and liabilities: Accounts receivable (1,975,528) (1,814,681) Merchandise inventories (73,089) (14,753,000) Prepaid expenses, other current assets and other assets (2,233,752) (567,463) Accounts payable and trade acceptances and accrued expenses 2,785,077 819,287 Income taxes payable 744,071 (38,234) NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES 6,713,831 (10,291,864) INVESTING ACTIVITIES Purchase of property and equipment, net (1,726,877) (569,068) Purchase of intangibles (9,077,617) (2,000,000) NET CASH (USED IN) INVESTING ACTIVITIES (10,804,494) (2,569,068) FINANCING ACTIVITIES Proceeds from short term borrowings, net 3,800,000 11,700,000 Proceeds from the exercise of warrants 6,147 43,447 Proceeds from the exercise of stock 111,566 247,963 options Repurchase of common stock, net (1,609,352) Repayment of note receivable 140,000 - NET CASH PROVIDED BY FINANCING ACTIVITIES 4,057,713 10,382,058 (DECREASE) IN CASH AND CASH EQUIVALENTS (32,950) (2,478,874) Cash and cash equivalents at beginning of 89,797 2,724,429 period CASH AND CASH EQUIVALENTS AT END OF $56,847 $245,555 PERIOD... See notes to condensed consolidated financial statements. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) LIFETIME HOAN CORPORATION Note A - Basis of PresentationThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. Note B - Inventories Merchandise inventories, principally finished goods, are recorded at the lower of cost (first-in, first-out basis) or market. Note C - Line of Credit Agreement The Company has available an unsecured $25,000,000 line of credit with a bank (the "Line") which may be used for short term borrowings or letters of credit. As of September 30, 1996, the Company had $8,400,000 of borrowings and $9,561,000 of letters of credit and trade accepatances outstanding. The line is cancelable by either party at any time. Borrowings under the Line bear interest payable daily at a negotiated short term borrowing rate (7.00% at September 30, 1996). The Company is charged a nominal fee on the entire Line. Note D - Capital Stock Net Income Per Share: Net income per common share is based on net income divided by the weighted average number of common shares and equivalents outstanding during the periods. As of September 30, 1996, 775,737 shares of Common Stock have been reserved for issuance upon the exercise of options. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth the operating data of the Company as a percentage of net sales for the periods indicated below. Three Months Nine Months Ended Ended September 30, September 30, 1996 1995 1996 1995 Net sales 100. % 100. % 100.0 % 100. % 0 0 0 Cost of sales 46.6 53.2 50.1 52.7 Gross profit 53.4 46.8 49.9 47.3 Selling, general and 33.9 28.9 34.6 32.2 administrative expenses Income from operations 19.5 17.9 15.3 15.1 Other (income), expense 0.8 0.6 0.8 0.2 Income before income taxes 18.8 17.3 14.5 14.9 Income taxes 7.4 6.6 5.7 5.8 Net Income 11.4 % 10.7 % 8.9 % 9.1 % Three Months Ended September 30, 1996 Compared to Three Months Ended September 30, 1995 Net SalesNet sales for the three months ended September 30, 1996 were $25.1 million, an increase of $3.0 million or 13.7% from the comparable 1995 period. The sales growth was primarily due to net sales from the Farberware Outlet Stores acquired in April 1996, increased net sales of Farberware products, Smart Choice lines and net sales from the new Hoffritzr line, partially offset by decreased sales of other Company products. Gross Profit Gross profit for the three months ended September 30, 1996 was $13.4 million, an increase of $3.1 million or 29.7% over the comparable 1995 period. Gross profit as a percentage of net sales was 53.4% as compared to 46.8% for the 1995 period. This increase is primarily due to a reduction of royalty expense due to the Farberware acquisition and changes in product mix. Selling, General and Administrative Expenses Selling, general and administrative expenses for the three months ended September 30, 1996 were $8.5 million, an increase of $2.1 million or 33.3% from the comparable 1995 period. Selling, general and administrative expenses as a percentage of net sales were 33.9% during this three month period in 1996 as compared to 28.9% for the 1995 period. This increase is primarily attributable to the operations of the Farberware Outlet Stores and increased personnel related expenses. Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30, 1995 Net SalesNet sales for the nine months ended September 30, 1996 were $65.4 million, an increase of $9.1 million or 16.1% from the comparable 1995 period. The sales growth was primarily due to net sales from the Farberware Outlet Stores acquired in April 1996, increased net sales of Farberware products, Smart Choice lines and net sales from the new Hoffritzr line, partially offset by decreased sales of other Company products. Gross Profit Gross profit for the nine months ended September 30, 1996 was $32.6 million, an increase of $5.9 million or 22.3% over the comparable 1995 period. Gross profit as a percentage of net sales was 49.9% as compared to 47.3% for the 1995 period. This increase is primarily due to a reduction of royalty expense due to the Farberware acquisition and changes in product mix. Selling, General and Administrative Expenses Selling, general and administrative expenses for the nine months ended September 30, 1996 were $22.6 million, an increase of $4.5 million or 24.6% from the comparable 1995 period. Selling, general and administrative expenses as a percentage of net sales were 34.6% during this nine month period in 1996 as compared to 32.2% for the 1995 period. This percentage increase is primarily attributable to the operations of the Farberware Outlet Stores. LIQUIDITY AND CAPITAL RESOURCES The Company has available an unsecured $25,000,000 line of credit with a bank (the "Line") which may be used for short term borrowings or letters of credit. Borrowings under the Line bear interest payable daily at a negotiated short term borrowing rate (7.0% at September 30, 1996). The Company is charged a nominal fee on the entire Line. As of September 30, 1996, the Company had $8,400,000 of borrowings and $9,561,000 of letters of credit and trade acceptances outstanding under the Line and, as a result, the availability under the Line was $7,039,000. The Line is cancelable by either party at any time. At September 30, 1996, the Company had cash and cash equivalents of $57,000 versus $90,000 at December 31, 1995, a decrease of $33,000. The decrease is primarily attributable to the Company's increased prepaid expenses and other current assets offset by increased accounts payable and trade acceptances. Products are sold to retailers primarily on 30-day credit terms, and to distributors primarily on 60-day credit terms. The Company believes that its cash and cash equivalents, internally generated funds and its existing credit arrangements will be sufficient to finance its operations for the next 12 months. The results of operations of the Company for the periods discussed have not been significantly affected by inflation or foreign currency fluctuation. The Company negotiates its purchase orders with its foreign manufacturers in United States dollars. Thus, notwithstanding any fluctuation in foreign currencies, the Company's cost for any purchase order is not subject to change after the time the order is placed. However, the long term weakening of the United States dollar against local currencies could lead certain manufacturers to increase their United States dollar prices for products. The Company believes it would be able to compensate for any such price increase. PART II - OTHER INFORMATION Item 6. Exhibit(s) and Reports on Form 8-K. (a) Exhibit(s) in the third quarter of 1996: Exhibit 27. Financial Data Schedule (b) Reports on Form 8-K in the third quarter of 1996: NONE Exhibit 27. Financial Data Schedule Lifetime Hoan Corporation Financial Data Schedule Pursuant to Item 601(c) of Regulation S-K This schedule contains summary financial information extracted from the financial statements included in the form 10-Q for the nine months ended September 30, 1996. Item Item Description Amount Number 5-02(1) Cash and Cash Items $ 56,847 5-02(2) Marketable Securities $ 0 5- Notes and Accounts Receivable - $ 14,286,673 02(3)(a)( Trade 1) 5-02(4) Allowances for Doubtful $ 75,000 Accounts 5-02(6) Inventory $ 43,410,089 5-02(9) Total Current Assets $ 66,244,243 5-02(13) Property, Plant and Equipment $ 12,430,711 5-02(14) Accumulated Depreciation $ 3,680,959 5-02(18) Total Assets $ 89,171,206 5-02(21) Total Current Liabilities $ 21,165,410 5-02(22) Bonds, Mortgages and Similar $ 0 Debt 5-02(28) Preferred Stock - Mandatory $ 0 Redemption 5-02(29) Preferred Stock - No Mandatory $ 0 Redemption 5-02(30) Common Stock $ 112,762 5-02(31) Other Stockholders' Equity $ 67,893,034 5-02(32) Total Liabilities and $ 89,171,206 Stockholders' Equity 5- Net Sales of Tangible Products $ 65,185,081 03(b)1(a) 5-03(b)1 Total Revenues $ 65,380,614 5- Cost of Tangible Goods Sold $ 32,782,813 03(b)2(a) 5-03(b)2 Total Costs and Expenses Applicable to Sales and Revenues $ 32,782,813 5-03(b)3 Other Costs and Expenses $ 0 5-03(b)5 Provision for Doubtful Accounts $ 446,256 and Notes 5- Interest and Amortization of $ 527,932 03(b)(8) Debt Discount 5- Income Before Taxes and Other $ 9,526,474 03(b)(10) Items 5- Income Tax Expense $ 3,710,000 03(b)(11) 5- Income/Loss Continuing $ 5,816,474 03(b)(14) Operations 5- Discontinued Operations $ 0 03(b)(15) 5- Extraordinary Items $ 0 03(b)(17) 5- Cumulative effect - Changes in 03(b)(18) Accounting Principles $ 0 5- Net Income or Loss $ 5,816,474 03(b)(19) 5- Earnings Per Share - Primary $ 0.50 03(b)(20) 5- Earnings Per Share - Fully $ 0.50 03(b)(20) Diluted SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Lifetime Hoan Corporation /s/ Milton L. Cohen November 14, 1996 __________________________________ Milton L. Cohen Chairman of the Board of Directors and President (Principal Executive Officer) /s/ Fred Spivak November 14, 1996 __________________________________ Fred Spivak Vice President - Finance and Treasurer (Principal Financial and Accounting Officer)