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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 20202023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission File No. 001-38214
HAMILTON BEACH BRANDS HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware31-1236686
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4421 Waterfront Dr.Glen AllenVA23060
(Address of principal executive offices) (Zip Code)
Registrant'sRegistrant’s telephone number, including area code: (804) 273-9777
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, Par Value $0.01 Per ShareHBBNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock, Par Value $0.01 Per Share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes ¨    No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨   No þ

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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
                                              Yes þ     No ¨ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
     Yes þ     No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨Accelerated filerþ
Non-accelerated filer  
(Do not check if a smaller reporting company)
¨Smaller reporting companyEmerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management'smanagement’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes     No þ

Aggregate market value of Class A Common Stock and Class B Common Stock held by non-affiliates as of June 30, 20202023 (the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter): $81,044,593$65,108,439

Number of shares of Class A Common Stock outstanding atas of March 19, 2021: 9,814,7321, 2024: 10,306,823
Number of shares of Class B Common Stock outstanding atas of March 19, 2021: 4,043,6371, 2024: 3,613,096

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company'sCompany’s Proxy Statement for its 20212024 annual meeting of stockholders are incorporated herein by reference in Part III of this Form 10-K.



HAMILTON BEACH BRANDS HOLDING COMPANY
TABLE OF CONTENTS
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Table of Contents
PART I
Item 1. BUSINESS

General

Throughout this Annual Report on Form 10-K and the notes to consolidated financial statements, references to “Hamilton Beach Holding”, “the Company”, “we”, “us” and “our” and similar references are to Hamilton Beach Brands Holding Company (“and its subsidiaries on a consolidated basis unless otherwise noted or as the context otherwise requires. Hamilton Beach Holding” or the “Company”)Brands Holding Company is a holding company and operates through its wholly-ownedindirect, wholly owned subsidiary, Hamilton Beach Brands, Inc., a Delaware corporation (“HBB”). HBB is the Company'sCompany’s single reportable segment.

The only material assets held by Hamilton Beach Brands Holding CompanyWe are its investments in its consolidated subsidiaries. Substantially all of its cash flows are provided by dividends paid or distributions made by its subsidiaries. Hamilton Beach Brands Holding Company has not guaranteed any obligations of its subsidiaries.

The Company also previously operated through its former wholly-owned subsidiary, The Kitchen Collection, LLC ("KC"), which is reported as discontinued operations in all periods presented herein. KC completed its dissolution on April 3, 2020 with a pro-rata distribution of its remaining assets to creditors, at which time the KC legal entity ceased to exist.

HBB is a leading designer, marketer and distributor of a wide range of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, fast food chains, bars and hotels. HBB operates in the consumer, commercial and specialty small appliance markets.

On September 29, 2017, NACCO Industries, Inc. ("NACCO"), Hamilton Beach Holding's former parent company, spun-off the Company to NACCO stockholders. In the spin-off, NACCO stockholders, in addition to retaining their shares of NACCO common stock, received one share of Hamilton Beach Brands Holding Company Class A common stock ("Class A Common") and one share of Hamilton Beach Brands Holding Company Class B common stock ("Class B Common") for each share of NACCO Class A or Class B common stock. In accordance with applicable authoritative accounting guidance, the Company accounted for the spin-off from NACCO based on the historical carrying value of assets and liabilities. As a result of the distribution of one share of Class A Common and one share of Class B Common for each share of NACCO Class A or NACCO Class B common stock, the earnings per share amounts for the Company for periods prior to the spin-off have been calculated based upon the number of shares distributed in the spin-off. NACCO did not receive any proceeds from the spin-off.

The Company makes itsWe make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) available, free of charge, through itsour website, www.hamiltonbeachbrands.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website is intended to be inactive textual references only.

Recent Developments

On February 5, 2024, we announced that our Hamilton Beach Health® subsidiary acquired HealthBeacon PLC (“HealthBeacon”), a medical technology firm and strategic partner of the Company. HealthBeacon develops connected devices that enable patients with chronic conditions to manage their injectable medication regimens at home and provides other health services. This acquisition is a key step in growing our Hamilton Beach Health® business, which empowers people to take control of their health and wellness through innovative solutions.

Sales and Marketing
HBB designs, markets
We design, market and distributesdistribute a wide range of branded, small electric household and specialty housewares appliances, including but not limited to, air fryers, blenders, coffee makers, food processors, indoor electric grills, irons, juicers, mixers, slow cookers, toasters and toaster ovens. HBBWe also designs, marketsdesign, market and distributesdistribute commercial products for restaurants, fast food chains, bars and hotels. HBBWe generally markets itsmarket our “good” and “better” consumer products under the Hamilton Beach®Beach® and Proctor Silex®Silex® brands. HBB participatesWe participate in the premium market with itsour owned brands Hamilton Beach®Beach® Professional and Weston® Weston® farm-to-table and field-to-table food processing equipment. Additionally, the Company participateswe participate in the premium market through multiyear licensing agreements to market and distribute a line of countertop appliances under the Wolf Gourmet®Gourmet® brand, a line of premium garment care products under the CHI®CHI® brand and the Bartesian®Bartesian® premium cocktail delivery system. The Company also sells TrueAir®We continue to expand in the home, health and wellness market, selling air purifiers under the Clorox®and BrightlineTrueAirTM ®brand personal care products. HBB markets its brands and Brita® water filtration systems. Our acquisition of HealthBeacon represents a key expansion in our home medical category. Prior to the acquisition, we had an existing strategic alliance to sell Hamilton Beach Health® smart Injection Care Management Systems under our Hamilton Beach Health® brand. We market our commercial products under the Hamilton Beach Commercial®Commercial® and the Proctor Silex Commercial®Commercial® brands. HBB suppliesWe supply private label products on a limited basis. HBBWe also licenseslicense certain of itsour trademarks to various licensees in categories such as microwave ovens, among others.
Sales promotion activities are supported through print and digital marketing vehicles. HBB promotesWe promote certain of itsour innovative products primarily through the use of television, internetdigital and print advertising.
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Customers

Sales in North America are generated predominantly by a network of inside sales employees to mass merchandisers, ecommerce retailers, national department stores, variety store chains, drug store chains, specialty home retailers, distributors, restaurants, bars, hotels and other retail outlets. Walmart Inc. and its global subsidiaries (“Walmart”) accounted for approximately 35%27%, 33%26% and 33%28% of the HBB’sour revenue in 2020, 20192023, 2022 and 2018,2021, respectively. Amazon.com, Inc. and its subsidiaries (“Amazon.com”) accounted for approximately 16%24%, 14%23% and 10%22% of the HBB'sour revenue in 2020, 20192023, 2022 and 2018,2021, respectively. HBB’sOur five largest customers accounted for approximately 64%, 58%,61% and 53%61% of HBB’sour revenue for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively.


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Product Warranty
HBB's
Our warranty program to the consumer consists generally of an assurance-type limited warranty lasting for varying periods of up to ten years for electric appliances, with the majority of products having a warranty of one to three years. There is no guarantee to the consumer as HBBwe may repair or replace, at itsour option, those products returned under warranty.

Seasonality and Working Capital

The market for small electric household and specialty housewares appliances is highly seasonal in nature. The majority of HBB'sour revenue and operating profit typically occurs in the second half of the year due to the fall holiday-selling season. Due to the seasonality of purchases of itsour products, HBBwe generally usesuse a substantial amount of cash or short-term debt borrowings under our$150.0 million senior secured floating-rate revolving credit facility (the “HBB Facility”) to finance inventory in anticipation of the fall holiday-selling season.

Patents, Trademarks, Copyrights and Licenses
HBB holds
We hold patents and trademarks registered in the United States ("(“U.S.") and foreign countries for various products. HBB believes itsWe believe that our business is not dependent upon any individual patent, copyright or license, but that the Hamilton Beach®, Proctor Silex®, Hamilton Beach® Professional and Weston® trademarks are material to itsour business.

Product Design and Development
HBB
We incurred $10.0$12.4 million, $12.1$11.8 million and $11.0$8.6 million in 2020, 20192023, 2022 and 2018,2021, respectively, in expenses on product design and development activities.

Key Suppliers and Raw Material
HBB’s
Our products are suppliedproduced to itsour specifications by third-party suppliers. HBB doesWe do not maintain long-term purchase contracts with suppliers and operatesoperate mainly on a purchase order basis. HBB generally negotiatesWe negotiate the purchases from itsour foreign suppliers in U.S. dollars.

During 2020, HBB2023, we purchased substantially all of itsour finished products from suppliers in China. HBB purchases itsWe purchase our inventory from approximately 6360 suppliers, one of which represented more than 10% of purchases during the year ended December 31, 2020. HBB believes2023. We believe the loss of any one supplier would not have a long-term material adverse effect on itsour business because there are adequate supplier choices available that can meet HBB’sour production and quality requirements. However, the loss of a supplier could, in the short term, adversely affect HBB’sour business until alternative supply arrangements are secured.

The principal raw materials used by HBB’sour third-party suppliers to manufacture itsour products are plastic, glass, steel, copper, aluminum and packaging materials. HBB believesWe believe adequate quantities of raw materials are available from various suppliers.

Competition
HBB believes
We believe the principal areas of competition with respect to itsour products are product design and innovation, quality, price, product features, supply chain excellence, merchandising, promotion and warranty. HBB competesWe compete with many manufacturers and distributors of housewares products. As brick and mortarbrick-and-mortar retailers generally purchase a limited selection of branded, small electric appliances, HBB competeswe compete with other suppliers for retail shelf space. In the ecommerce channel, HBBwe must compete with a broad list of competitors for brand reputation through compelling content, strong ratings and reviews from consumers.

To meet these competitive challenges, the Company haswe have focused on continued innovation in itsour leading brands as well as expanding into new categories using existing core competencies. HBB’sOur presence in a significant number of housewares product categories across various price points allows the Companyus to meet the needs of a wide range of retailers and consumers. Based on publicly available information about the industry, HBB believes it iswe are one of the largest full-line distributors and marketers of small electric household and specialty housewares appliances in North America, including the U.S., Canada, Mexico and Latin America, based on key product categories. Hamilton Beach® is the #1 small kitchen appliance brand in the US,U.S., in brick-and-mortar and ecommerce channels, based on units sold. To a lesser degree, our retail product lines compete outside of North America. Our commercial products compete globally and have generated a strong position in these markets.

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Government Regulation

To a lesser degree, HBB retail product lines compete outside of North America. HBB's commercial products compete globally. The competition in these geographic markets is fragmented and HBB is not yet a significant participant although our commercial business has generated a stronger position in these markets.
Government Regulation
HBB isOur operations are subject to numerousvarious laws and regulations administered by federal, state, local and stateforeign government agencies, including laws and regulations related to health, safety and environmental regulations. HBB believes the impact of expendituresmatters. Based on current information, we do not expect compliance with environmental requirements to comply with such laws will not have a material adverse effect on HBB.our financial condition or results of operations.

As a marketer and distributor of consumer products, HBB iswe are subject to the Consumer Products Safety Act and the Federal Hazardous Substances Act, which empowerempowers the U.S. Consumer Product Safety Commission (“CPSC”) to seek to exclude products that are found to be unsafe or hazardous from the market. Under certain circumstances, the CPSC could require HBBus to repair, replace or refund the purchase price of one or more of HBB’sour products, or HBBwe may voluntarily do so. In addition, the Food and Drug Administration (“FDA”), and other governmental authorities regulate the development, manufacture, sale and distribution of certain of our products. For certain products in our Hamilton Beach Health® business, government regulations may require detailed inspection of, and controls over, research and development, clinical investigations, product approvals and manufacturing, marketing and promotion, sampling, distribution, record-keeping, storage and disposal practices. We are also subject to data privacy and security regulations, tax and securities regulations, accounting and reporting standards and other financial laws and regulations.
Throughout
Past, current or future regulations, their interpretation, or their application could have a material adverse impact on our operations. For example, current or future regulations may be passed that could prevent, delay, revoke or result in the world,rejection of regulatory clearance of certain of our products. We cannot predict the effect on our operations resulting from current or future governmental regulation or the interpretation or application of these regulations. In addition, if we fail to comply with any applicable regulatory requirements, penalties could be imposed on us.

In addition, electrical appliances are subject to various mandatory and voluntary standards, including requirements in some jurisdictions that products be listed by Underwriters’ Laboratories, Inc. (“UL”) or other similar recognized laboratories. HBB also uses Intertek Testing Services for certification and testing of compliance with UL standards, as well as other national and industry specific standards. HBB endeavorsWe endeavor to have itsdesign our products designed to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold.

Section 1502For more information about the risks we face regarding regulatory requirements, see Part I, Item 1A of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") requires public companies to disclose whether certain minerals, commonly known as "conflict minerals," are necessary to the functionality or production of a product manufactured by those companies and if those minerals originated in the Democratic Republic of the Congo ("DRC") or an adjoining country. HBB conducts supply-chain due diligence investigations required by the conflict minerals rules and makes disclosures required by the Dodd Frank Act. Our compliance with these investigation and disclosurethis Annual Report titled, “Risk Factors - Government regulations could impose costly requirements could adversely affecton our ability to sell products to customers that HBB is unable to designate as "DRC conflict free."
Transactions with Related Partiesbusiness.”

Mr. Alfred M. Rankin is the former executive chairman of the Company and current non-executive chairman of the Board of the Company. Mr. Rankin provides consulting services to the Company under the terms of a consulting agreement pursuant to which Mr. Rankin supports the president and chief executive officer of the Company upon request. Fees for consulting services rendered by Mr. Rankin were $0.5 million for each of the years ended December 31, 2020 and 2019. There were no fees for consulting services rendered by Mr. Rankin in 2018.
Human Capital ManagementResources

The Company’s successOur business is a result of its organizationaldependent upon, and focused on, people—our employees, our customers and the consumers who enjoy our appliances, and the communities in which we live. Our culture is built on and centered around Good Thinking®, which incorporates teamwork, service and inspired thinking into all areas of our business. The Company employed approximately 700 individuals, as of December 31, 2020, in four countries—Canada, China, Mexico, and the United States. There are approximately 500 employees in the United States with about half of this group based at the Company’s headquarters in Richmond, Virginia, which is home to the Company’s product design, development and marketing teams (led by long-tenured Company leaders) and its state-of-the-art test kitchen. We pride ourselves on attracting and retaining highly dedicated and customer-focused employees at all levels of the organization. As an example, our engineering department, which focuses on continued innovation and development, has on average 12 years of experience with the Company.

We believe that our Good Thinkingthis values-based culture is a core strength that provides the foundation for our working environment and our employees. OurGood Thinking® is more than developing new products; it inspires everything we do.

Within this culture, our people are our most valuable resource, and we expect them to remain the key to our success for decades to come. We strive to create an environment that attracts, engages and develops the talent necessary to enable our performance and growth, including by offering competitive compensation and benefits, providing attractive professional growth opportunities and insisting that everyone be treated with dignity and respect and be afforded equal opportunity. We also recognize the basic human need to feel a sense of inclusion, belonging and meaning. So, we strive to foster an environment in which our people are passionate about our business is about people–and our Good Thinking® culture, have a seat at the table and genuinely believe that they are doing meaningful work. We believe that employees with diverse backgrounds, experiences and viewpoints bring value to our Company, especially when coupled with a strong culture of trust in which competing ideas are not only allowed but encouraged to emerge. We strongly believe that this type of environment drives discretionary effort, morale, creativity, initiative and retention—and, in turn, long-term competitive advantage and value creation. Within the framework of our Good Thinking® culture, we operate as One Team and strive to enrich the lives of our customers who enjoyand consumers by delivering innovative solutions that improve everyday living, all while having a positive, lasting impact on our appliances,people and the communities in which we live. In 2020, we adopted a parental leave policy that provides four weeks of paid leave. In response to COVID-19, we enacted swift measures to provide safe environments for our employees world-wide by implementing recommended safety protocols at all of our locations. We also provided periods of time-off, time-away, and other increased flexibility (above and beyond federal and state mandates) for our employees. Then, in a joint effort with our employees at our corporate headquarters, we increased our donations in 2020 to a local foodbank that provides meals and other support to families in need. We recognize that the strength of our relationships with our employees, customers, and other stakeholders directly contributes to our long-term success and, in 2021, will continue internal assessment of opportunities to implement corporate social responsibility initiatives.operate.


We are committed to achieving the highest standards of legal and ethical conduct, including by protecting the human rights and fair treatment of our employees. Our policies and programs—including our Code of Corporate Conduct and other compliance policies, our employment-related policies and our Human Rights Policy—are designed to support this effort.

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As of December 31, 2023, we employed approximately 700 employees in four countries—Canada, China, Mexico and the United States, of which approximately 98% were full time and the remaining were part time. Approximately 2% of our workforce is covered by collective bargaining agreements, all of whom are based in Canada. There are approximately 500 employees in the United States with about half of those based at our headquarters in Richmond, Virginia, which is home to our product design, development and marketing teams as well as our state-of-the-art test kitchen and UL-certified test laboratory. Most of the remaining employees in the United States support the operation of our Byhalia, Mississippi distribution centers. We consider employee relations to be good.

Occupational Health and Safety
One of our top priorities is protecting the health and safety of our workforce. We are committed to maintaining a safe work environment and operating in a safe, secure and responsible manner. We require all of our personnel to perform their work in a manner that complies with legal requirements protecting the safety and health of all persons from unreasonable risks. In addition to maintaining property and equipment in safe operating conditions, our occupational health and safety framework includes certain safety training programs and safety-related processes and procedures as we strive to ensure the health and safety of our workforce. Employees are encouraged to initiate safety improvements, participate in safety committees and always reinforce safe behaviors.

Talent Acquisition, Development and Retention
The long-term success and growth of our business depend in large part on our ability to execute an effective talent strategy that attracts, engages and grows a highly talented and committed workforce capable of enabling and leading our performance. To meet our talent objectives, we utilize key strategies and processes related to recruitment while we remain focused on continuing to strengthen our onboarding and ongoing learning development. We monitor market compensation and benefits to be able to attract, retain and promote employees and reduce turnover and our associated costs. Through our total rewards programs, we strive to offer competitive compensation, benefits and services to our full-time employees including, incentive plans, recognition plans, defined contribution plans, healthcare benefits, tax-advantaged spending accounts, employee assistance programs and other programs such as sick leave, paid vacation and holidays.

We are a learning organization committed to the goal of continuous improvement and the development of our workforce. To empower our employees to reach their full potential, we offer certain training, learning experiences and resources, such as “Hamilton Beach University”—an ongoing, cross-functional learning program designed not only to help employees learn about our Company, our products and our industry but also to stay abreast of emerging trends and to develop job-specific skills.

Diversity and Inclusion
As an equal opportunity employer, we make decisions without regard to race, color, religion, creed, gender, sexual orientation, gender identity, marital status, national origin, age, veteran status, disability or any other protected class. We strive to cultivate diversity of perspective in our workforce and believe teammates with diverse backgrounds, experiences and viewpoints bring value to our organization and improve our Good Thinking® and, in turn, our decision-making. We strive to create a workplace in which employee differences are embraced and competing perspectives are encouraged to emerge, allowing robust collaboration and teamwork to drive better decision making and more favorable results for all stakeholders. All employees participate in training intended to enhance our awareness of the benefits of a diverse and inclusive workforce, to encourage more meaningful collaboration and to strengthen team effectiveness.
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Information about our Executive Officers
There exists no arrangement or understanding between any executive officer and any other person pursuant to which such executive officer was selected.
The following tables settable sets forth, as of March 22, 2021,6, 2024, the name, age, current position and principal occupation and employment during the past five years of the Company’s executive officers.
EXECUTIVE OFFICERS OF THE COMPANY
NameAgeCurrent PositionOther Positions
Gregory H. Trepp5962Director and Chief Executive Officer of Hamilton Beach Holding (from February 2024), Director, President and Chief Executive Officer of Hamilton Beach Holding (from September 2017); President and Chief Executive Officer of HBB (from prior to 2015)Chief Executive Officer of KC (from prior2019 to 2015 to April 2020)
Gregory E. Salyers60Senior Vice President, Global Operations of HBB (from prior to 2015)February 2024)
R. Scott Tidey5659President of Hamilton Beach Holding (from February 2024), Senior Vice President, Global Sales of HBB (from January 2023 to February 2024), Senior Vice President, Consumer Sales & Marketing of HBB (from March 2021 to January 2023), Senior Vice President, North America Sales and Marketing of HBB (from prior to 2015)2019 to March 2021)
Michelle O. MosierSally M. Cunningham5549
Senior Vice President, Chief Financial Officer and Treasurer of Hamilton Beach Holding (from January 2020)
SuccessorMay2023), Senior Vice President and Chief Financial Officer of HBBHamilton Beach Holding (from October 2018March 2023 to December 2019);May 2023), Finance Consultant of Azurite, LLC (from November 2021 to February 2023), Senior Vice President and Chief Financial Officer of United Sporting CompaniesAscent Industries Co. (a steel and chemical production and distribution company), (from September 2015June 2020 to August 2021), Vice President, Corporate Administration of Ascent Industries Co. (from prior to 2019 to June 2018) a subsidiary of SportsCo Holding, Inc. which filed for Chapter 11 bankruptcy in June 2019, and Controller for Reynolds Groups Holdings Limited (from September 2011 to August 2015).2020)
Dana B. SykesLawrence K. Workman, Jr.5954Senior Vice President, General Counsel and Secretary of Hamilton Beach Holding (from January 2020)July 2021), Vice President, GeneralBusiness Development and Corporate Counsel of Coca-Cola Consolidated, Inc. (a Coca-Cola manufacturing and Secretary of HBBbottling company), (from September 2015prior to December 2019); From2019 to July 2014 to September 2015, Associate General Counsel, Assistant Secretary, Senior Director, Human Resources of HBB, and Assistant Secretary of KC (from May 2015 to April 2020)2021)

Item 1A. RISK FACTORS

Our business is subject to various risks and uncertainties. Any of the risks and uncertainties described below could materially adversely affect our business, financial condition and results of operations and should be considered in evaluating us. Although the risks are organized by headings and each risk is described separately, many of the risks are interrelated. While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, performance or financial condition in the future. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

Industry Risks

HBB’sOur business is sensitive to the strength of the North American consumer markets and weakness in these markets could adversely affect itsour business.

The strength of the economy in the U.S., and to a lesser degree in Canada and Mexico, has a significant impact on HBB’sour performance. Weakness in consumer confidence and poor financial performance by mass merchandisers, ecommerce retailers, warehouse clubs, department stores or any of HBB’sour other customers could result in reduced revenue and profitability. A general slowdown in the consumer sector could result in additional pricing and marketing support pressures on HBB.the Company. Additionally, in periods of uncertain economic conditions, such as inflation, rising interest rates, recessions or economic slowdowns, our customers may purchase less of our products as they manage their inventory levels to adjust to changes in consumers’ spending habits in response to such economic conditions. These circumstances could adversely impact our revenue and profitability.

HBBOur business is dependent on key customers and the loss of, or significant decline in business from, one or more of itsour key customers could materially reduce itsour revenue and profitability and itsour ability to sustain or grow itsour business.

HBB reliesWe rely on several key customers. During fiscal 2023, Walmart and Amazon.com accounted for approximately 27% and 24% of our revenue, respectively. Although HBB haswe have long-established relationships with many customers, it doesincluding Walmart and Amazon, we do not have any long-term supply contracts with these customers, and purchases are generally made using individual purchase orders. A loss of or significant reduction in sales to any key customer could result in significant decreases in HBB’sour revenue and profitability and an inability to sustain or grow itsour business.

HBBWe must receive a continuous flow of new orders from itsour large, high-volume retail customers; however, it may be unable to continually meet the needs of those customers. In addition, failureFailure to obtain anticipated orders or delays or cancellations of orders or significant pressure to reduce prices from key customers could impair itsour ability to sustain or grow itsour business. In addition, we may be unable to continually meet the needs of those customers, which could damage our customer relationships and result in reduced new orders.
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As a result of dependence on its key customers, HBBwe could experience a material adverse effect on itsour revenue and profitability if any of the following were to occur:
the insolvency or bankruptcy of any key customer;
a declining market in which customers materially reduce orders or demand lower prices; or
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a strike or work stoppage at a key customer facility, which could affect both its suppliers and customers.
If HBBwe were to lose, or experience a significant decline in business from any major customer, or if any major customers were to go bankrupt, HBBwe might be unable to find alternate distribution outlets.

Additionally, as cyber attacks are increasing in frequency, we are vulnerable to a decline in revenue in the event of a cyber attack at any of our key customers. If our key customers’ websites or systems are disrupted for a considerable amount of time, whether due to a cyber attack or other disruption, we could experience lost sales to consumers and the key customers’ inability to submit new purchase orders, which could result in reduced revenue and profitability.

The increasing concentration of HBB’sour branded small electric household and specialty housewares appliance sales among a few retailers and the trend toward private label brands could materially reduce revenue and profitability.

During fiscal 2023, our five largest customers accounted for a total of approximately 64% of our revenue. With the growing trend towards the concentration of HBB’sthe industry and our branded small electric household and specialty housewares appliance sales among fewer retailers, HBB iswe are increasingly dependent upon fewer customers whose bargaining strength is growing as a result of this concentration. HBB sellsWe sell a substantial quantity of products to mass merchandisers, ecommerce retailers, national department stores, variety store chains, drug store chains, specialty home retailers and other retail outlets. As a result, these retailers generally have a large selection of small electric household and specialty housewares appliance suppliers from which to choose from.choose. In addition, certain of HBB’sour larger customers use their own private label brands on household appliances that compete directly with some of HBB’sour products. As the retailers in the small electric household appliance industry become more concentrated, competition for sales to these retailers may increase and cause pricing pressures, which could materially reduce our revenue and profitability.

If HBB iswe are unable to continue to enhance existing products, as well as develop and market new products that respond to customerconsumer needs and preferences and achieve market acceptance, we may experience a decrease in demand for our products, which could materially reduce revenue and profitability, which have historically benefited from sales of new products.

HBBWe may not be able to compete as effectively with competitors, and ultimately satisfy the needs and preferences of customers,consumers, unless HBBwe can continue to enhance existing products and develop new innovative products for the markets in which HBB competes.we compete. Product development requires significant financial, technological and other resources. Product improvements and new product introductions also require significant research, planning, design, development, engineering and testing at the technological and product process levels, and HBBwe may not be able to timely develop and introduce product improvements or new products. In addition, the development of new products in our Hamilton Beach Health® business may require significant lead times for research and development, clinical investigations and product approvals, as well as significant capital investments. Competitors’ new products may beat HBB’sour products to market, be higher quality or more reliable, be more effective with more features, obtain better market acceptance or render HBB’sour products obsolete. Any new products that HBB developswe develop may not receive market acceptance or otherwise generate any meaningful revenue or profit relative to our expectations based on, among other things, commitments to fund advertising, marketing, promotional programs and development.

HBB’sOur inability to compete effectively with competitors in itsour industry could result in lost market share and decreased revenue.

The small electric household, specialty housewares appliances and commercial appliance industry does not have substantial entry barriers. As a result, HBB competeswe compete with many manufacturers and distributors of housewares products. Additional competitors may also enter this market and cause competition to intensify. For example, some of HBB’sour customers have expressed interest in sourcing, or expanding the extent of sourcing, small electric household and commercial appliances directly from manufacturers in Asia. We believe competition is based upon several factors, including product design and innovation, quality, price, product features, merchandising, promotion and warranty. If HBB failswe fail to compete effectively with these manufacturers and distributors, itwe could lose market share and experience a decrease in revenue, which would adversely affect our results of operations.
 
HBBWe also competescompete with established companies, a number of which have substantially greater facilities, personnel, financial and other resources. In addition, HBB competeswe compete with its ownour retail customers, who use their own private label brands, and importers and foreign manufacturers of unbranded products. Some competitors may be willing to reduce prices and accept lower profit margins to compete. As a result of this competition, HBBwe could lose market share and revenue.
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Changes in consumer shopping trends and changes in distribution channels could result in lost market share and decreased revenue and profitability.

Traditional brick-and-mortar retail channels have experienced low growth or declines in recent years, while the ecommerce channel has experienced significant growth. Consumer shopping preferences have shifted, and may continue to shift in the future, to distribution channels other than traditional brick-and-mortar retail channels. Success in the ecommerce channel requires providing products at the right price, products that earn strong ratings and reviews and meaningful engagement with online shoppers. HBB hasconsumers. We have invested in industry leadingindustry-leading selling and marketing capabilities, while maintaining itsour presence in traditional brick-and-mortar retail channels. However, if we are not successful in developing and utilizing ecommerce channels that future consumers may prefer, we may experience a loss in market share and decreased revenue and profitability.

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HBB’s business involves the potential for product recalls, which could affect HBB’s revenue and profitability.

As a marketer and distributor of consumer products, HBB is subject to the Consumer Products Safety Act and the Federal Hazardous Substances Act, which empower the CPSC to seek to exclude from the market those products that are found to be unsafe or hazardous. Under certain circumstances, the CPSC could require HBB to repair, replace or refund the purchase price of one or more of our products, or HBB may voluntarily do so. Electrical appliances are subject to various mandatory and voluntary standards. Any repurchases or recalls of our products could be costly to us and could damage our reputation or the value of our brands. If HBB is required to remove, or HBB voluntarily removes our products from the market, our reputation or brands could be tarnished, and HBB might have large quantities of finished products that could not be sold. Furthermore, failure to timely notify the CPSC of a potential safety hazard can result in fines being assessed against HBB. Additionally, laws regulating certain consumer products exist in some states, as well as in other countries in which HBB sells our products, and more restrictive laws and regulations may be adopted in the future. HBB’s results of operations are also susceptible to adverse publicity regarding the quality and safety of our products. In particular, product recalls may result in a decline in sales for a particular product.

The markets for HBB'sour products are highly seasonal and dependent on consumer spending, which could result in significant variations in revenue and profitability.

Sales of HBBour products are related to consumer spending, including general economic conditions affecting disposable consumer income such as unemployment rates, business conditions, inflation rates, interest rates, levels of consumer confidence, energy prices, mortgage rates, the level of consumer debt and taxation. Declines in consumer spending or a shift in consumer spending away from small electric household and specialty housewares appliances may significantly reduce demand for our products and reduce orders from retailers for our products, which could lead to increased inventories. Additionally, this may result in lower sales volume, higher price concessions and lower gross margins.

In addition, the retail market for small electric household and specialty housewares appliances areis highly seasonal in nature. Accordingly, HBBwe generally recognizesrecognize a substantial portion of our revenue in the second half of the year as sales increase significantly with the fall holiday-selling season. Accordingly, quarter-to-quarter comparisons of our past operating results of HBB are meaningful only when comparing equivalent time periods, if at all. Any economic downturn, decrease in consumer spending or shift in consumer spending away from small electric household and specialty housewares appliances may significantly reduce revenue and profitability.

Business Risks

OurUncertain or unfavorable global economic conditions may have an adverse effect on our business, operating results of operations have been adversely affected and in the future, may be materially adversely impacted by the coronavirus (COVID-19) pandemic.financial condition.

The ongoing global COVID-19 pandemicOur business has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including business shutdownspast been, and limitations, travel restrictions, border closings, restrictions on public gatherings and shelter-in-place restrictions. This has negatively impacted the global economy, disrupted financial markets and resulted in increased unemployment levels, all of which have negatively impacted various industries. The continued spread of COVID-19 and efforts to contain the virus could:

may continue to impact demand for our products;
cause the Company to experience an increasebe, adversely affected by changes in global economic conditions including inflation, rising interest rates, consumer spending rates, availability and costs as a result of the Company’s emergency measures, delayed payments from customers and increased risk of uncollectible accounts;
limit the Company’s access to further capital resources, if needed, and increase associated costs;
result in disruptions to our supply chain; and
adversely impact economies and financial markets of our international operations resulting in an economic downturn that could affect the value of foreign currencies.
The situation surrounding the COVID-19 pandemic remains fluid and the potential for a material impact on the Company’s results of operations, financial condition, liquidity, and stock price increases the longer the virus impacts activity levels in the United States and globally. For this reason, the Company cannot reasonably estimate with any degree of certainty the future impact the COVID-19 pandemic may have on the Company’s results of operations, financial position, liquidity and stock price. The extent of any impact will depend on the extent of new outbreaks, the extent to which new shutdowns may be needed, the nature of government public health guidelines and the public’s adherence to those guidelines, the impact of government economic relief on the US economy, unemployment levels, the success of businesses reopening fully, the timing for proven treatmentsraw materials and availability of vaccines for COVID-19, consumer confidencecapital markets and demand for our products. Any of these factors
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could cause or contribute to the risks and uncertainties included within this Annual Report on Form 10-K and could materially adversely affect our business, financial condition, results of operations and/or stock price.

HBB is subject to foreign currency exchange risk.

HBB’s products are supplied by third-party suppliers located primarily in China. HBB generally negotiates the purchasesimpacts from its foreign suppliers in U.S. dollars. A weakening of the U.S. dollar against local currencies could result in certain non-U.S. manufacturers increasing the U.S. dollar prices for future product purchases.

As a result of our international operations, we are exposed to foreign currency risks that arise from our normal business operations, including risks in connection with our transactions that are denominated in foreign currencies. In addition, we translate sales and other results denominated in foreign currencies into U.S. dollars for purposes of our consolidated financial statements. As a result, appreciation of the U.S. dollar against these foreign currencies generally will have a negative impact on our reported revenues and profitability, while depreciation of the U.S. dollar against these foreign currencies will generally have a positive effect on reported revenues and profitability.

Any hedging activities HBB engages in may only offset a portion of the adverse financial impact resulting from unfavorable changes in foreign currency exchange rates. HBB cannot predict with any certainty changes in foreign currency exchange rates or the degree to which HBB can mitigate these risks.

Increases in costs of products may materially reduce our profitability.global military conflicts.

Factors that are largely beyond HBB'sour control, such as inflation and commodity prices for the raw materials needed by suppliers of HBB’sour products, may affect the cost of products. Historically, the costs of our products and HBB may not be ablehave fluctuated due to pass those costs on to its customers.cost pressures resulting from economic conditions. As an example, HBB’sour products require a substantial amount of plastic. Because the primary resource used in plastic is petroleum, the cost and availability of plastic varies to a great extent with the price of petroleum. When the prices of petroleum, as well as steel, aluminum and copper, increase significantly, supplier price increases may materially reduce our profitability.profitability if we are unable to pass price increases on to our customers. The Company has also experienced increased transportation costs in the past due to global supply chain challenges, including the cost of ocean freight from China, and could be subject to future increases in transportation costs. In addition, our ability to meet customers’ demands depends, in part, on our ability to obtain the timely and adequate shipment of our products. Certain transportation industry vendors may experience capacity constraints due to increases in volume, shipping availability, port congestion, labor shortages or other factors. If our transportation industry vendors become capacity constrained, then we may have to identify new vendors or explore alternative order fulfillment methods to ensure we have sufficient shipping capabilities. We cannot predict if we will be able to obtain alternative shipping sources within the time frames that we require and at a comparable cost, which could lead to significant delays in shipping our products and additional costs.

Our distribution network is limited to one distribution center per region, which could result in significant delays or loss of sales if there are disruptions at any of our distribution centers. There are several possibilities that could cause a disruption to our distribution network such as, fires, floods, loss of power, severe weather, impacts from climate change, labor shortages, equipment failures and lack of access to equipment. For example, our U.S. distribution center located in Byhalia, Mississippi is located in a geographic area that is subject to greater risk of tornados. If operations at the Byhalia, Mississippi distribution center are disrupted, it could result in a material loss of revenue and additional costs to bring the facility back to full operating capacity.


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Although we take measures to mitigate the impact of increased product and transportation costs through pricing, if inflationary pressures are sustained, or if pricing strategies are ineffective or are not implemented in a timely manner, we may only be able to recover a portion of our increased costs in future periods which may have a material adverse effect on our business, financial condition, results of operations and cash flows. Our ability to raise prices to reflect increased costs may also be limited by competitive conditions in the market for our products.

To the extent that HBB relieswe rely on newly acquired businesses or new product lines to expand itsour business, these acquisitions or new product lines may not contribute positively to HBB’sour earnings because anticipated sales volumes and synergies may not materialize, cost savings may be less than expected or acquired businesses may carry unexpected liabilities.

HBBWe may acquire partial or full ownership in businesses or may acquire rights to market and distribute particular products or lines of products. For example, in February 2024, our Hamilton Beach Health® business acquired HealthBeacon, a developer of connected devices that enable patients to manage their injectable medication regimens at home. The acquisition of a business, or of the rights to market specific products or use specific product names, may involve a financial commitment by HBB,us, either in the form of cash or stock consideration. HBBWe may not be able to acquire businesses and develop products that will contribute positively to HBB’sour earnings. Anticipated synergies may not materialize, cost savings may be less than expected, sales of products may not meet expectations or acquired businesses may carry unexpected liabilities.

HBB dependsWe depend on third-party suppliers for all of our products, which subjects the Company to risks, including unanticipated increases in expenses, decreases in revenue and disruptions in the supply chain.

HBB isWe are dependent on third-party suppliers for the manufacturing and distribution of our products. Our ability to select reliable suppliers that provide timely deliveries of quality products will impact our success in meeting customer demand. Any supplier'ssupplier’s inability to timely deliver products that meet desired specifications or any unanticipated changes in suppliers could be disruptive and costly. Any significant failure by HBB to obtain quality products, in sufficient quantities, on a timely basis, and at an affordable cost or any significant delays or interruptions of supply would have a material adverse effect on our revenue and profitability. As certain suppliers are primarily based in China, international operations areOur supply chain is subject to additional risks including, among others:

currency fluctuations;
labor unrest;
potential political, economic or social instability and social instability;government restrictions;
restrictions on transfers of funds;
import and export duties and quotas;
changes in domestic and international customs and tariffs, including embargoes and customs restrictions;
uncertainties involving the costs and ability to transport products;
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long distance shipping routes dependent upon a small group of shipping and rail carriers and import facilities;
unexpected changes in regulatory environments;
regulatory issues involved in dealing with foreign suppliers and in exporting and importing products;
protection of intellectual property;
difficulty in complying with a variety of foreign laws;
difficulty in obtaining distribution and administrative support;
natural or human induced disasters such as earthquakes, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, power or water shortages, telecommunications failures and medical epidemics or pandemics, including potential consequences from the coronavirus;pandemics; and
potentially adverse tax consequences, including significant changes in tax law.

The foregoing factors could have a material adverse effect on our ability to maintain or increase the supply of products, which may result in material increases in our expenses and decreases in our revenue and profitability.

Our financial results may be negatively impacted by transportation constraints on shipping capabilities.Given that the majority of our suppliers are based in China, finding suppliers outside of China could result in additional risks, including additional compliance requirements with foreign laws and taxes, obtaining distribution and administrative support and training new personnel.

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Certain products rely upon a single third-party supplier.

In some cases, we use a single supplier to meet customers’ demands depends,source a single product. An unforeseen disruption in part, onthe supplier’s operations could impact our ability to obtain the timely and adequate shipment of our products. Certain transportation industry vendors may experience capacity constraints duedeliver products to increases in volume. For example, in the third and fourth quarters of 2020, congestion in several areas of the supply chain, including the supply chain from China to our distribution facility as well as certain customers' ability to send in equipment to pick up or receive goods due to congestion at their facilities, impacted our ability to ship inventorycustomers in a timely manner and resulted in increased freight charges. If our transportation industry vendors become capacity constrained, then weto meet demand. We may have to identify new vendors or explore alternative order fulfillment methods to ensure we have sufficient shipping capabilities. We have experienced and may continue to experience significant delays while locating a new supplier, if able to at all, which could result in shippinghigher costs. Additionally, our reliance on a single supplier with respect to certain products could limit our negotiating leverage with such supplier.

We are subject to changes in our customers’ inventory management strategies.

Retailers may adjust their purchasing patterns to reduce the amount of inventory they carry to more closely match consumers’ spending habits. If our larger customers tighten their inventory on hand and do not provide us with sufficient lead time to react, we may be subject to excess or obsolete inventory, additional storage costs and/or missed sales. Without sufficient lead time, we may not be able to meet retailers demands as we are dependent on third-party suppliers for the manufacturing and distribution of our products and, therefore, must make purchases well in advance to customers and incur additional costsdeliver products to establish alternative shipping sourcesour customers. Additionally, if existing vendorswe are unable to sufficiently handlesource inventory at the correct levels in time with our shipping volume. customers’ orders, we could lose sales and experience a reduction in revenue.

We cannot predict if we willmay not be able to obtain alternative shipping sources within the time frames that we requireattract, retain and at a comparable cost.develop key talent.

The Company is dependent on key personnel and the loss of these key personnel could significantly reduce its consolidated profitability.

The Company is highly dependent on the skills, experience and services of its and its subsidiaries’ key personnel and the loss of key personnel could have a material adverse effect on its consolidated business, operating results and financial condition. Employment and retention of qualified personnel is important to the successful conduct of Hamilton Beach Holding’sour business. Therefore, the Company'sour success also depends upon itsour ability to recruit, hire, train and retain current and additional skilled and experienced management personnel. The Company'sOur inability to hire and retain personnel with the requisite skills could impair itsour ability to manage and operate itsour consolidated business effectively and could significantly reduce itsour consolidated profitability.

The Company’sOur business could suffer if information technology systems are disrupted, cease to operate effectively or become subject to a securitycybersecurity breach.

The Company relies heavilyWe rely on information technology systems to operate websites;websites, record and process transactions;transactions, respond to customer inquiries;inquiries, manage inventory;inventory, purchase, sell and ship merchandise on a timely basis; andbasis, maintain cost-efficient operations.operations, and to comply with regulatory, legal, and tax requirements. Given the significant number of transactions that are completed annually, it is vital to maintain constant operation of computer hardware and software systems and maintain cybersecurity. In addition, we collect, store, have access to and otherwise process certain confidential or sensitive data.

Cyber-attacksOur information technology systems, some of which are becoming more sophisticated and includedependent on services provided by third parties, may be vulnerable to damage, interruption or shutdown due to any number of causes outside of our control such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance, security breaches, computer viruses or other malicious codes, attacks to gainransomware, unauthorized access to data,attempts, denial of service attacks, phishing, hacking and other security breaches that could lead tocyberattacks. Additionally, the loss of valuable business data, misappropriation of our consumers’ or employees’ personal information, or a disruption of our critical systems. The Audit Review Committee of the Company is regularly briefed on cybersecurity matters, however despite our security efforts, if unauthorizedincrease in hybrid working where employees, including third-party employees, access does occur, we could become the subject of regulatory action or litigation from our customers, employees, suppliers, and shareholders, which could damage our reputation, require significant expenditures of capital, and cause us to lose business and revenue. Additionally, unauthorized access could also cause interruptions in our operations and might require us to spend significant management time and other resources investigating the event and dealing with local and federal law enforcement.
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While we have not experienced any material impacts from a cyber-attack, any one or more future cyber-attacks could have a material adverse effect on our financial statements.

Ourtechnology infrastructure remotely may create additional information technology systems may be vulnerable from time to time to damage and other technical malfunctions. Ifdata security risks.If our systems are damaged, or fail to function properly, we may have to make monetary investments to repair or replace the systems and could endure delays in operations. Any material disruption or slowdown of our systems, including our failure to successfully upgrade systems, could cause information, including data related to customer orders, to be lost or delayed. Such a loss or delay could reduce demand and cause our sales and/or profitability to decline.

The Company’sCyber attacks are becoming more sophisticated and include computer viruses or other malicious codes, attacks to gain unauthorized access to data and other security breaches that could lead to the loss of valuable business data, misappropriation of our consumers’ or employees’ personal information or a disruption of our critical systems. Although we attempt to monitor and mitigate against cyber risks, including through investing in new technologies and developing third-party cybersecurity risk management capabilities, we may incur significant costs in protecting against or remediating cyberattacks or other cyber incidents. While we maintain a cyber insurance policy that provides coverage for security incidents, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on financially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. If unauthorized access does occur, we could suffer ifalso become the implementationsubject of its enterprise resource planning (“ERP”) system is not successfulregulatory action or is more difficult, costly orlitigation from our customers, employees, suppliers and shareholders, which could damage our reputation, require significant expenditures of capital and cause us to lose business and revenue. Additionally, unauthorized access could also cause interruptions in our operations and might require us to spend significant management time consuming than expected.and other resources investigating the event and dealing with local and federal law enforcement.

HBB recently implemented an enterprise resource planning (“ERP”) system in the U.S and will be implementing the ERP system at other subsidiaries over the next few years. Such an implementation
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There is a major undertaking from a financial, management and personnel perspective. The implementation, integration and successful operation of the ERP system may prove to be more difficult, costly, or time consuming than expected, and there can be no assurance that this systemthe measures we have taken to protect our information systems will be beneficial toprevent or limit the extent anticipated. Any disruptions, delaysimpact of a future cyber incident. While we have not experienced any material impacts from a cyber attack, any one or deficiencies in the implementation, integration or operation of our new ERP systemmore future cyber attacks could cause information, including data related to customer orders, to be lost or delayed. Suchhave a loss or delay could reduce demand and cause our sales and/or profitability to decline. In addition, any significant disruption, delay or deficiency in the design and implementation of the ERP system could adversely affect our ability to process orders, ship products, send invoices and track payments, fulfill contractual obligations or otherwise operate our business. For example, shipping challenges from the implementation, integration and operation of the ERP system resulted in a significant order backlog during the third quarter of 2020. Any additional disruptions, delays or deficiencies in the implementation, integration or operation of our new ERP system could adversely affectmaterial adverse effect on our financial position,condition and results of operations and cash flows in addition to the effectiveness of our internal controls over financial reporting.operations.

Failure to maintain data privacy could have a material adverse effect on our business, financial condition and results of operations.

The Company is subject to certain laws, rules and regulations enacted to protect businesses and personal data (“Privacy Laws”), which may include the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act, (“CCPA”), as well as industry self-regulatory codes that create new compliance obligations. The administration, enforcement and regulation of Privacy Laws are quickly evolving and subject to changes in interpretation. Future changes in Privacy Laws may require the Company to incur additional and unexpected expenses and may subject the Company to additional compliance risk. Any failure to comply with Privacy Laws could have a material adverse impact on our financial condition and results of operations.

Financial Risks

HBB may be subject to risks relating to increasing cash requirements of certain employee benefits plans, which may affect its financial position.

Because HBB’s defined benefit pension plans are frozen and no longer provide for the accrual of future benefits, the expenses recorded for, and cash contributions required to be made to its defined benefit pension plans are dependent on, changes in market interest rates and the value of plan assets, which, in turn, are dependent on actual investment returns. Significant changes in market interest rates, decreases in the value of plan assets or investment losses on plan assets may require HBB to increase the cash contributed to its defined benefit pension plans which may affect its financial position.

TheOur financing arrangement of HBB containsarrangements contain various restrictions that could limit operating flexibility.

HBB’sOur credit facility contains covenants and other restrictions that, among other things, require HBBus to satisfy certain financial tests, maintain certain financial ratios and restrict HBB’sour ability to incur additional indebtedness. The restrictions and covenants in HBB’sour credit facility, and other future financing arrangements may limit HBB’sour ability to respond to market conditions, provide for capital investment needs, pay dividends or take advantage of business opportunities by limiting the amount of additional borrowings HBBwe may incur. Additionally, our exposure to rising interest rates subjects us to increased debt obligations with respect to existing floating rate debt during periods where such rates are in effect.

We are subject to foreign currency exchange risk.


As a result of our international operations, we are exposed to foreign currency risks that arise from our normal business operations, including risks in connection with our transactions that are denominated in foreign currencies. In addition, we translate sales and other results denominated in foreign currencies into U.S. dollars for purposes of our consolidated financial statements. As a result, appreciation of the U.S. dollar against these foreign currencies generally will have a negative impact on our reported revenues and profitability, while depreciation of the U.S. dollar against these foreign currencies will generally have a positive effect on reported revenues and profitability.


Any hedging activities we engage in may only offset a portion of the adverse financial impact resulting from unfavorable changes in foreign currency exchange rates. We cannot predict with any certainty changes in foreign currency exchange rates or the degree to which we can mitigate these risks.

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Regulatory Risks

We restated certain of our previously issued consolidated financial statements, which resulted in unanticipated costs and may lead to, among other things, shareholder litigation, loss of investor confidence, negative impacts on our stock price and certain other risks.

As discussed in the Explanatory Note, Note 2, “Restatement of Previously Issued Consolidated Financial Statements” and in Note 16 “Quarterly Results of Operations (Unaudited)” under Item 8 of the 2019 Form 10-K/A, in 2020, we restated our previously issued consolidated financial statements as of December 31, 2019 and 2018, for the years ended December 31, 2019, 2018 and 2017, and the relevant unaudited interim financial information for each of the quarters during the years ended December 31, 2019 and 2018. The determination that our previously issued financial statements would be restated was made following the identification of certain misstatements arising out of the operations of our Mexican subsidiaries. Although the Company has restated these financial statements, we have become subject to a number of additional risks and uncertainties, including unanticipated costs for accounting and legal fees in connection with the restatement, shareholder litigation and government investigations. Any such proceeding could result in substantial defense costs regardless of the outcome of the litigation or investigation. If we do not prevail in any such litigation, we could be required to pay substantial damages or settlement costs. In addition, the restatement and related matters could impair our reputation and could cause our counterparties to lose confidence in us. Each of these occurrences could have an adverse effect on our business, results of operations, financial condition and stock price.

We have identified material weaknesses in our internal control over financial reporting which, if not timely remediated, may adversely affect the accuracy and reliability of our financial statements, and our reputation, business and stock price, as well as lead to a loss of investor confidence in us.

As described under Item 9A, Controls and Procedures, we concluded that our disclosure controls and procedures were not effective as of December 31, 2020 and that we had, as of such date, material weaknesses in our internal control over financial reporting related to internal control deficiencies within the income tax process and material weaknesses identified in the prior period related to our Mexican subsidiaries, which continue to exist as of December 31, 2020. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. The material weakness related to income taxes identified in Item 9A, did not result in any adjustments or restatements of our audited and unaudited consolidated financial statements or disclosures for any prior period previously reported by the Company.

We intend to remediate these material weaknesses. While we believe the steps we take to remediate these material weaknesses will improve the effectiveness of our internal control over financial reporting and will remediate the identified deficiencies, if our remediation efforts are insufficient to address the material weakness or we identify additional material weaknesses in our internal control over financial reporting in the future, our ability to analyze, record and report financial information accurately, to prepare our financial statements within the time periods specified by the rules and forms of the SEC and to otherwise comply with our reporting obligations under the federal securities laws may be adversely affected. The occurrence of, or failure to remediate, these material weaknesses and any future material weaknesses in our internal control over financial reporting may adversely affect the accuracy and reliability of our financial statements and have other consequences that could materially and adversely affect our business, including an adverse impact on the market price of our common stock, potential actions or investigations by the SEC or other regulatory authorities, shareholder lawsuits, a loss of investor confidence and damage to our reputation.

HBB may become subject to claims under foreign laws and regulations, which may be expensive, time-consuming and distracting.

Because HBB haswe have employees, property and business operations outside of the U.S., HBB iswe are subject to the laws and the court systems of many jurisdictions. HBBWe may become subject to claims outside the U.S. for violations or alleged violations of laws with respect to theour current or future foreign operations of HBB.operations. In addition, these laws may be changed or new laws may be enacted in the future. International litigation is often expensive, time-consuming and distracting. As a result, any of these risks could significantly reduce HBB’sour profitability and itsour ability to operate itsour businesses effectively.

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HBB’sOur obligations relating to environmental matters may exceed our expectations.

HBB isWe are subject to laws and regulations relating to the protection of the environment, including those governing the
management and disposal of hazardous substances. HBB isWe are investigating or remediating historical contamination at some current and former sites related to HBB’sour prior manufacturing operations or the operations of businesses HBBthat we have acquired. The costs of investigating and remediating historical contamination may increase based on the findings of investigations and the effectiveness of remediation methods. In addition, the discovery of additional contamination at these or other sites could result in significant cleanup costs that could have a material adverse effect on HBB’sour financial conditions and results of operations. Future changes to environmental laws could require HBBus to incur significant additional expense.

HBBWe could, under some circumstances, also be held financially liable for or suffer other adverse effects due to environmental violations or contamination caused by prior owners of businesses HBB haswe have acquired. In certain circumstances, HBB’sour financial liability for cleanup costs takes into account agreements with an unrelated third party. HBB’sOur liability for these costs could increase if the unrelated third party does not, or cannot, perform its obligations under those agreements. In addition, under some of the agreements through which HBB haswe have sold real estate, HBB haswe have retained responsibility for certain contingent environmental liabilities arising from pre-closing operations. These liabilities may not arise, if at all, until years after HBBwe sold these operations and could require us to incur significant additional expenses, which could materially adversely affect HBB’sour results of operations and financial condition.

The Company is subject to litigation risk which could adversely affect our financial condition, results of operations and liquidity.

From time to time we are subject to claims involving product liability, infringement of intellectual property and patent rights of third parties and other matters. Any such claims, with or without merit, could be time consuming and expensive, and may require the Company to incur substantial costs and divert the resources of management. Due to the uncertainties of litigation, unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of an adverse impact on the Company’s financial position, results of operations and cash flows of the period in which the ruling occurs, or in future periods.

HBB’sOur business subjects itus to product liability claims, which could affect theour reputation, revenue and profitability of HBB.profitability.

HBB facesWe face exposure to product liability claims if one of our products is alleged to have caused property damage, bodily injury or other adverse effects up to a defined self-insured loss limit per claim and maintainsmaintain product liability insurance for claims above this self-insured level. If a product liability claim is brought against HBB,us, our revenue and profitability could be affected adversely as a result of negative publicity related to the claim, costs associated with any replacement of the product or expenses related to defending these claims. This could be true even if the claims themselves are ultimately settled for immaterial amounts. In addition, HBBwe may not be able to maintain product liability insurance on terms acceptable to HBBus in the future. If the number of product liability claims HBB experienceswe experience exceeds historical amounts, if HBB iswe are unable to maintain product liability insurance or if HBB’sour product liability claims exceed the amount of our insurance coverage, HBB’sour results of operations and financial condition could be affected adversely.

Government regulationsOur business involves the potential for product recalls, which could impose costly requirements on HBB.affect our revenue and profitability.

The SEC adopted conflict mineral rules under Section 1502products that we sell are subject to various mandatory and voluntary standards. As a marketer and distributor of consumer products, we are subject to the Dodd-FrankConsumer Products Safety Act on August 22, 2012. The rules require disclosure ofand the useFederal Hazardous Substances Act, which empower the CPSC to seek to exclude from the market those products that are found to be unsafe or hazardous. In addition, the FDA and other governmental authorities regulate the development, manufacture, sale and distribution of certain minerals, commonly known as “conflict minerals,” which are mined fromof our products. Under certain circumstances, the DRCCPSC, the FDA or other government agencies could require us to repair, replace or refund the purchase price of one or more of our products, or we may voluntarily do so. Any repurchases or recalls of our products could be costly to us and adjoining countries. Since HBB’s supply chain is complex, ultimately it may not be able to designate all products as “DRC conflict free” which may adversely affect itscould damage our reputation with certain customers. In such event, HBB may also face difficulties in satisfying customers who require products purchased from HBB to be “DRC conflict free”. If HBB is not able to meet such requirements, customers may choose not to purchase HBB products, which could adversely affect sales andor the value of portionsour brands. If we are required to remove, or we voluntarily remove our products from the market, our reputation or brands could be tarnished, and we might have large quantities of HBB’s inventory.finished products that could not be sold. Furthermore, failure to timely notify the CPSC, the FDA or other applicable government agencies of a potential safety hazard can result in fines being assessed against us.

Additionally, laws regulating certain of our products exist in some states, as well as in other countries in which we sell our products, and more restrictive laws and regulations may be adopted in the future. Our results of operations are also susceptible to adverse publicity regarding the quality and safety of our products. In particular, product recalls may result in a decline in sales for a particular product.

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HBBFailure to comply with public health, consumer protection and other regulations could affect our reputation, revenue and profitability.

Some jurisdictions require that products be listed by UL, a not-for-profit organization that sets safety standards for products, or other similar recognized laboratories. We endeavor to design our products to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold. Failure to comply with such certification requirements could result in additional re-design expenses, fines, or product liability claims.

The Company’s good reputation is subject incritical to the ordinary coursesuccess of itsour business.

The Company has a strong reputation within our portfolio of trusted and well-known brands. Our customers’ and consumers’ perceptions of the Company and our brands as safe, reliable and of high quality are key to our continued success. Additionally, we have strategic alliances and licensing agreements with third-party brands, and our success also relies upon the reputation of these third-party brands. Failure to maintain our reputation and brand image could have a material adverse effect on our business, in the U.S.financial condition, results of operations and elsewhere,cash flows.

Compliance with multiple, and potentially conflicting, international laws and regulations, including anti-corruption laws, may be difficult, burdensome or expensive.

We are subject to many statutes, ordinances, rules and regulations in the U.S. and elsewhere that, if violated by HBBus or itsour affiliates, partners or vendors, could have a material adverse effect on HBB’sour business. HBB isFor example, we are required to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery, anti-corruption and anti-kickback laws adopted in many of the countries in which HBB doeswe do business which prohibit HBBthe Company from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business and also require maintenance of adequate record-keeping and internal accounting practices to accurately reflect transactions. Under the FCPA, companies operating in the U.S. may be held liable for actions taken by their strategic or local partners or representatives. If HBB doeswe do not properly implement and maintain practices and controls with respect to compliance with applicable anti-corruption, anti-bribery and anti-kickback laws, or if HBB failswe fail to enforce those practices and controls properly, HBBwe may be held responsible for their actions and may become subject to regulatory sanctions, including administrative costs related to governmental and internal investigations, civil and criminal penalties, injunctions and restrictions on HBB’sour business and capital raising activities, any of which could materially and adversely affect HBB’sour business, results of operations and financial condition.

Government regulations could impose costly requirements on our business.

The FDA and other governmental authorities regulate the development, manufacture, sale and distribution of certain of our products, and failure to comply with all applicable rules and regulations may adversely impact us. For certain products in our Hamilton Beach Health® business, government regulations may require detailed inspection of, and controls over, research and development, clinical investigations, product approvals and manufacturing, marketing and promotion, sampling, distribution, record-keeping, storage and disposal practices. Failure to comply with any applicable laws or regulations could result in fines or revocation of our operating permits and licenses or, in rare circumstances, market withdrawal of the product.

We may also be dependent on receiving FDA and other governmental or third-party approvals prior to manufacturing, marketing and shipping certain new products in the future, which may be costly and time-consuming. We cannot be certain that any such products will receive FDA or other necessary approvals. Also, receipt of approval in one country does not guarantee approval by the FDA or any other foreign regulatory agency.
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U.S. government trade actions could have a material adverse effect on Hamilton Beach Brands Holding Company’sour subsidiaries, financial position, and results of operation.

TheOver the past several years, the U.S. government has taken a number of trade actions that impact or could impact our operations, including imposing tariffs on certain goods imported into the United States. In addition, several governments, including the European Union, China and India, have imposed tariffs on certain goods imported from the United States. As the majority of our products are imported into the United States from China, many of our product lines are subject to the tariffs imposed under Section 301 of USU.S. trade law that have been applied to separate lists of Chinese goods imported into the United States.States, beginning during the Trump Administration and continuing in the Biden Administration. The Section 301 tariffs on goods covered by lists 1, 2, 3 and 4a affect approximately 25% of our total HBB purchases on an annualized basis. On December 13, 2019, the United States Trade Representative (USTR) announced a “Phase One” agreement with China pursuant to which the U.S. government agreed to suspend the 15% tariffs on List 4b products. On January 15, 2020, USTR issued a Federal Register notice reducing the rate of Section 301 tariffs on List 4a products to 7.5%, effective February 14, 2020. A number of lawsuits and other legal challenges with respect to the Section 301 tariff actions could result in changes to the tariffs, andTo date, the Biden Administration reportedly will be considering whetherhas effectively maintained and has continued to continue, amend, or revokedefend and to enforce these particular trade actions. We are continually evaluating the impact of the current and any possible new tariffs on our supply chain, costs, sales and profitability and are considering strategies to mitigate such impact, including reviewing sourcing options, filing requests for exclusion from the tariffs for certain product lines and working with our suppliers and customers. We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful. Given the uncertainty regarding the scope and duration of these trade actions by the U.S. government or other countries, as well as the potential for additional trade actions, the impact on our operations and results remains uncertain.

The Company is an “emerging growth company” and as a result of the reduced disclosure requirements applicableRisks Related to emerging growth companies, the reduced disclosures may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, the JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company that is neither (i) an emerging growth company nor (ii) an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company for up to five years, although we will lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if we are deemed to be a large accelerated filer under the federal securities laws.
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Registered Securities RiskCommon Stock

The amount and frequency of dividend payments made on Hamilton Beach Holding’sthe Company’s common stock could change.

The Company'sCompany’s Board of Directors (“Board”) has the powerauthority to determine the amount and frequency of the payment of dividends. Decisions regarding whether or not to pay dividends and the amount of any dividends are based on earnings, capital, and future expense requirements, financial conditions, contractual limitations, credit instruments and other factors our Board may consider. In addition, as a holding company, substantially all of our assets are held by our consolidated subsidiaries, and we primarily rely on dividends and other payments or distributions from our consolidated subsidiaries to meet our debt service and other obligations and to enable us to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization, which may limit our ability to pay dividends or make other payments. Accordingly, holders of our common stock should not rely on past payment of dividends in a particular amount as an indication of the amount of dividends, if any, that will be paid in the future.

Certain members of the Company'sCompany’s extended founding family own a substantial amount of Class A Common and Class B Common, and if they were to act in concert, could control the outcome of director elections and other stockholder votes on significant actions.

Hamilton Beach Holding has two classes of common stock: Company Class A Commoncommon stock (“Class A Common”) and Class B Common.common stock (“Class B Common”). Holders of Class A Common will beare entitled to cast one vote per share and, as of December 31, 2020,2023, accounted for approximately 19.25%22.14% of the voting power of Hamilton Beach Holding.the Company. Holders of Class B Common are entitled to cast ten votes per share and, as of December 31, 2020,2023, accounted for the remaining voting power of Hamilton Beach Holding.the Company. As of December 31, 2020,2023, certain members of the Company'sCompany’s extended founding family held approximately 34.41%32.34% of Class A Common and 80.75%92.99% of Class B Common. On the basis of this common stock ownership, certain members of the Company'sCompany’s extended founding family could exercise 71.83%79.56% of the Company'sCompany’s total voting power. Although there is no voting agreement among such family members, in writing or otherwise, if they were to act in concert, they would exert significant control over the outcome of director elections and other stockholder votes on significant actions, such as certain amendments to the Company'sCompany’s amended and restated certificate of incorporation and sale of the Company or substantially all of its assets. Because such family members could prevent other stockholders from exercising significant influence over significant corporate actions, the Company may be a less attractive takeover target, which could adversely affect the market price of its common stock.






Item 1B. UNRESOLVED STAFF COMMENTS
    
None.

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Item 1C. CYBERSECURITY

Risk Management and Strategy

The Company is subject to various cybersecurity risks that could impact our systems and our ability to operate. We have developed processes to assess, identify and manage our risks related to cybersecurity threats which are incorporated into the Company’s overall risk management process. On an ongoing basis we utilize threat prevention systems to monitor, block and protect our information technology systems which are monitored continuously by trained security personnel. Our process to prevent cybersecurity incidents involves layered security architecture to protect our networks, end-user devices, servers, and cloud solutions. On a regular basis, we conduct phishing email simulations and provide training resources to our employees. We have an Incident Response Plan to outline our process to manage cybersecurity threats and incidents. We utilize industry recognized security and compliance experts for regular security assessments. In order to oversee and identify risks from cybersecurity threats associated with our use of third-party service providers, we review their compliance against internationally recognized standards.

As of the filing of this Form 10-K, we are not aware of any cyber attacks that have occurred since the beginning of 2023 that have materially affected, or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. We describe whether any risks from cybersecurity threats, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “The Company’s business could suffer if information technology systems are disrupted, cease to operate effectively or become subject to a cybersecurity breach” included within our risk factor disclosures in Item 1A. Risk Factors of this Annual Report on Form 10-K, which information is incorporated herein by reference.

Governance

Cybersecurity is among our Board’s oversight priorities. Through their oversight role, the Board has allocated oversight of cybersecurity risk to our Audit Review Committee of the Board. Our Audit Review Committee plays a vital role in our cybersecurity risk management process and regularly reviews the Company’s cybersecurity and other information technology risks, controls and procedures. At multiple points throughout the year, management provides the Audit Review Committee with updates to our cybersecurity risk management process and our security monitoring and protection systems. The Audit Review Committee is kept informed of new security solutions planned for deployment. As part of their regular review of reports from management, the Audit Review Committee regularly reports cybersecurity risk updates to the Board, which enables the Board to incorporate the insights of such reports into its overall risk oversight analysis.

Our cybersecurity risk management processes are led by our VP, IT Business Solutions who has over 22 years of experience in various roles involving managing information systems and cybersecurity functions and developing cybersecurity strategies. Through these roles the VP, IT Business Solutions has implemented information technology security and privacy policies across multiple infrastructure and application platforms and led identity and access management. In order to enable the Company to prevent, detect, mitigate and remediate cybersecurity incidents, our security monitoring and protection systems are continuously monitored. The VP, IT Business Solutions is kept informed in accordance with our Incident Response Plan and reports matters to the Audit Review Committee as necessary. Additionally, we have a Cyber Security Task Force in place that is comprised of individuals across our various departments within our organization including information systems, legal, finance, internal audit, sales and marketing, engineering and supply chain teams which meets regularly to further advance our cybersecurity strategy.

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Item 2. PROPERTIES
The following table presents the principal distribution and office facilities owned or leased:
 Owned/ 
Facility LocationLeased
Function(s) (2)(3)
Glen Allen, VirginiaLeasedCorporate headquarters
Geel, Belgium(1)Distribution center
Shenzhen, People'sPeople’s Republic of China(1)Distribution center
Mexico City, MexicoLeasedMexico sales and administrative headquarters
Olive Branch, MississippiLeasedDistribution center
Belleville, Ontario, CanadaLeasedDistribution center
Southern Pines, North CarolinaOwnedService center for customer returns; catalogparts distribution center; parts distributioncall center
Shenzhen, People'sPeople’s Republic of ChinaLeasedAdministrative office
Markham, Ontario, CanadaLeasedCanada sales and administration headquarters
Joinville, Santa Catarina, Brazil(1)Distribution center
Shanghai, People'sPeople’s Republic of ChinaLeasedSales office
Suzhou, People's Republic of China(1)Distribution center
Tultitlan, Mexico(1)Distribution center
Byhalia, MississippiLeasedDistribution centercenters (2)

(1)This facility is not owned or leased by HBB. This facility is managed by a third-party distribution provider.
(2)The Company leases two distribution facilities in Byhalia, Mississippi
(3)Sales offices are also leased in several cities in the U.S., Canada China and Mexico.

Item 3. LEGAL PROCEEDINGS

The information required by this Item 3 is set forth in Note 11 "Contingencies"10 “Contingencies” included in our Financial Statements and Supplementary Data contained in Part IV of this Form 10-K and is hereby incorporated herein by reference to such information.

Item 4. MINE SAFETY DISCLOSURES
    
None.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's
Our Class A Common is traded on the New York Stock Exchange under the ticker symbol “HBB.” Because of transfer restrictions, no trading market has developed, or is expected to develop, for the Company'sour Class B Common. The Class B Common is convertible into Class A Common on a one-for-one basis.
The declaration of future dividends, record dates and payout dates for such future dividends will be at the discretion of the Board and will depend on various factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, restrictions imposed by applicable law, general business conditions and other factors that the Board deems relevant.
At December 31, 2020 and 2019,As of March 1, 2024, there were 773 and 780, respectively, Class A Common stockholders of record and 890 and 902, respectively,746 Class B commonCommon stockholders of record.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In May 2018, the CompanyNovember 2023, our Board approved a stock repurchase program for the purchase of up to $25.0$25 million of the Company'sour Class A Common Stock outstanding throughstarting January 1, 2024 and ending December 31, 2019. On November 5, 2019, the Company's2025. Our previously authorized share buyback program was approved by our Board adopted a new stock repurchase programin February 2022 for the purchase of up to $25.0$25 million of the Company'sour Class A Common Stock outstanding starting January 1, 2020February 22, 2022 and ending December 31, 2021. 2023.

During the yearyears ended December 31, 2019, the Company2023 and 2022, we repurchased 364,893250,772 and 261,049 shares for an aggregate purchase price of $6.0 million.$3.1 million and $3.0 million, respectively. There were no share repurchases during the years ended December 31, 2020 and 2018.
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Item 6. SELECTED FINANCIAL DATA

The following table sets forth the Company's selected historical financial data as of and for each of the periods indicated. Except where indicated, the results of operations, financial position, and cash flows of KC are reflected as discontinued operations for all periods reported. This information is only a summary and should be read in conjunction with the historical consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected consolidated financial information below as of December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018, are derived from our audited consolidated financial statements included in this Annual Report on Form 10-K. The selected financial data as of December 31, 2017 and 2016 and for the year ended December 31, 2016 are derived from unaudited consolidated financial statements, which were prepared on2021. During the same basis as our audited consolidated financial statements and reflect the impactfourth quarter of adjustments to our previously filed financial information.

 Year Ended December 31
 20202019201820172016
 (In thousands, except per share amounts)
Operating Statement Data:   
Revenue$603,713 $611,786 $630,082 $612,056 $601,006 
Operating profit$37,415 $26,794 $33,550 $37,956 $39,561 
Income from continuing operations, net of tax$24,067 $15,093 $23,059 $18,109 $24,277 
Income (loss) from discontinued operations, net of tax$22,191 $(28,600)$(5,361)$(2,225)$259 
Net income (loss)$46,258 $(13,507)$17,698 $15,884 $24,536 
Basic earnings (loss) per share:
Continuing operations$1.76 $1.10 $1.68 $1.32 $1.78 
Discontinued operations1.62 (2.09)(0.39)(0.16)0.01 
Basic earnings (loss) per share$3.39 $(0.99)$1.29 $1.16 $1.79 
Diluted earnings (loss) per share:
Continuing operations$1.76 $1.10 $1.68 $1.32 $1.78 
Discontinued operations1.62 (2.09)(0.39)(0.16)0.01 
Diluted earnings (loss) per share$3.37 $(0.99)$1.29 $1.16 $1.79 
Actual shares outstanding at December 31 (1)
13,686 13,516 13,713 13,673 13,673 
Basic weighted average shares outstanding (1)
13,657 13,690 13,699 13,673 13,673 
Diluted weighted average shares outstanding (1)
13,712 13,726 13,731 13,685 13,673 

(1)    On September 29, 2017, NACCO, Hamilton Beach Holding's former parent company, spun-off the Company to NACCO stockholders. The basic and diluted earnings (loss) per share amounts2023, we repurchased 111,123 shares for the Company for all periods prior to the spin-off have been calculated based upon the numberan aggregate purchase price of shares distributed in the spin-off.


$1.6 million.

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 Year Ended December 31
 20202019201820172016
 (In thousands, except per share amounts and employee data)
Balance Sheet Data at December 31:   
Net working capital(2)
$166,705 $106,839 $101,898 $91,111 $95,088 
Total assets$391,168 $288,663 $321,419 $325,276 $310,141 
Short-term portion of revolving credit agreements$ $23,497 $11,624 $31,346 $12,714 
Long-term portion of revolving credit agreements$98,360 $35,000 $35,000 $20,000 $26,000 
Stockholders' equity$80,105 $36,266 $56,819 $42,027 $62,948 
Cash Flow Data:
Net cash provided by (used for) operating activities from continuing operations$(27,934)$222 $17,955 $28,303 $58,025 
Net cash provided by (used for) investing activities from continuing operations$(3,812)$(4,122)$(7,759)$(6,177)$(4,788)
Net cash provided by (used for) financing activities from continuing operations$34,180 $1,062 $(9,255)$(26,532)$(61,837)
Other Data:
Cash dividends paid to NACCO Industries, Inc.$ $— $— $38,000 $42,000 
Cash dividends paid(1)
$5,053 $4,851 $4,658 $1,162 n/a
Purchase of treasury stock$ $5,960 $— $— n/a
Per share data:
Cash dividends paid(1)
$0.37 $0.36 $0.34 $0.09 n/a
Market value at December 31 (1)
$17.51 $19.10 $23.46 $25.69 n/a
Stockholders' equity at December 31$5.85 $2.68 $4.14 $3.07 $4.60 
Total employees at December 31 for continuing operations700 680 670 650 600 
Issuer Purchases of Equity Securities
(a)(b)(c)(d)
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of the Publicly Announced ProgramMaximum Dollar Value of Shares that May Yet Be Purchased Under the Program
Month #1
October 1 to 31, 2023
19,769 $12.14 19,769 $20,310,913 
Month #2
November 1 to 30, 2023
44,800 $13.99 44,800 $19,684,324 
Month #3
December 1 to 31, 2023
46,554 $15.83 46,554 $18,947,187 
111,123 $14.43 111,123 $18,947,187 

(1)    This information is only included for periods subsequent to the spin-off from NACCO.

(2)    Net working capital is defined as trade receivables, net plus inventory less accounts payable.






Item 6. RESERVED

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

During the quarter ended March 31, 2020, the Company discovered certain accounting irregularities at its Mexican subsidiaries. As a resultManagement’s discussion and analysis of the investigation performed, the Company, alongfinancial condition and results of operations should be read in conjunction with the Audit Review Committee and its third party experts, concluded that certain former employees of one of the Company’s Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries that resulted in expenditures being deferred on the balance sheet beyond the period for which the costs pertained. The Company recorded a non-cash write-off for certain amounts included in the Company’sour historical consolidated financial statements and related notes thereto and the other disclosures contained elsewhere in trade receivablesthis Annual Report on Form 10-K. The following discussion and prepaid expenses and other current assets, among other corrections, related to these transactions, and restated its consolidatedanalysis focuses on our financial statements as of December 31, 2019 and 2018, andresults for the years ended December 31, 2019, 2018,2023 and 20172022 and eachyear-to-year comparisons between these years. A discussion of the quarters during the years ended December 31, 2019 and 2018. The restatement also included corrections for other errors identified as immaterial, individually and in the aggregate, to our consolidated financial statements. These restated financial statements were previously filed on Form 10-K/Aresults of operations for the year ended December 31, 2019. All amounts2022 compared to the year ended December 31, 2021 is included herein reflectin Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the restated financial statements.year ended December 31, 2022.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company'sOur discussion and analysis of itsour financial condition and results of operations are based upon the Company'sour consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”)(GAAP). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosure of contingent assets and liabilities (if any). Actual results could differ from those estimates.

The Company believesWe believe the following critical accounting policies affect itsour more significant judgments and estimates used in the preparation of itsour consolidated financial statements.

Revenue Recognition: Revenue is recognized when control of the promised goods or services is transferred to the Company'sour customers, in an amount that reflects the consideration the Company expectswe expect to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenue. At contract inception, the Company assesseswe assess the goods and services promised in itsour contracts with customers and identifiesidentify a performance obligation for each promised good or service that is distinct. The Company hasWe have elected to account for shipping and handling activities performed after a customer obtains control of the goods as activities to fulfill the promise to transfer the goods, and therefore these activities are not assessed as a separate service to customers. The amount of revenue recognized varies primarily with price concessions and changes in returns. In addition, the Company offersWe offer price concessions to our customers for incentive offerings, special pricing agreements, price competition, promotions or other volume-based arrangements. We determine whether price concessions offered to our customers are a reduction of the transaction price and revenue or are advertising expense, depending on whether we receive a distinct good or service from our customers and, if so, whether we can reasonably estimate the fair value of that distinct good or service. We evaluated such agreements with our customers and determined they should be accounted for as variable consideration.

To estimate variable consideration, the Company applieswe apply both the expected value method and most likely amount method based on the form of variable consideration, according to which method would provide the better prediction. The expected value method involves a probability weighted determination of the expected amount, whereas the most likely amount method identifies the single most likely outcome in a range of possible amounts.

The Company monitors itsWe monitor our estimates of variable consideration, which includes returns and price concessions, and periodically makesmake adjustments to the carrying amounts as appropriate. During 2020,2023, there were no material adjustments to the aforesaid estimates and the Company'sour past results of operations have not been materially affected by a change in these estimates. Although there can be no assurances, the Company iswe are not aware of any circumstances that would be reasonably likely to materially change these estimates in the future.


Retirement Benefit Plans:


We maintain two defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. Our policy is to periodically make contributions to fund the defined benefit pension plans within the range allowed by applicable regulations. The defined benefit pension plan assets consist primarily of government and corporate bonds. There is no guarantee the actual return on the plans’ assets will equal the expected long-term rate of return on plan assets or that the plans will not incur investment losses.
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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
Retirement Benefit Plans: The Company maintains two defined benefit pension plans that provide benefits basedHistorically, we employed a total return on yearsinvestment approach whereby a mix of serviceequities and average compensation during certain periods. The Company's policy isfixed income investments were used to periodically make contributions to fundmaximize the defined benefit pension plans withinlong-term return of plan assets for a prudent level of risk. During 2022, our Board approved the range allowed by applicable regulations. Thetermination of our U.S. defined benefit pension plan (the “Plan”) with an effective date of September 30, 2022. The termination process is still ongoing and is expected to be completed in 2024. In light of the Plan termination process, volatility in the market and the funding status, the Plan transferred a significant portion of its assets consistto lower risk investments in 2022 to move towards a liability driven investing strategy whereby the assets are primarily of publicly traded stocks and government and corporate bonds. There is no guaranteefixed income investments. The fixed income investments that were chosen under this strategy, while not precisely the actual return onsame, are meant to parallel the plans’ assets will equalinvestments selected in determining the expected long-termdiscount rate of return on plan assets or that the plans will not incur investment losses.used to calculate our pension liability.

TheFor the Non-U.S. Plan, the expected long-term rate of return on defined benefit plan assets reflects management’sour expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. In establishing the expected long-term rate of return assumption for plan assets, the Company considerswe consider the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classesare used to determine the Company'sour estimated rate of return assumption are based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes.assumption.

Expected returns for the U.S. pension plan are based on a calculated market-related value for U.S. pension plan assets. Under this methodology, asset gains and losses resulting from actual returns that differ from the Company's expected returns which are recognized ratably in the market-related value of assets over three years. Expected returns for the non-U.S. pension plan are based on fair market value for non-U.S. pension plan assets. Under this methodology, asset gains and losses resulting from actual returns that differ from our expected returns which are recognized ratably in the market-related value of assets over three years.

The basis for the selection of the discount rate for each plan is determined by matching the timing of the payment of the expected obligations under the defined benefit plans against the corresponding yield of high-quality corporate bonds of equivalent maturities.

Changes to the estimate of any of these factors could result in a material change to the Company'sour pension obligation causing a related increase or decrease in reported net operating results in the period of change in the estimate. Because the 20202023 assumptions are used to calculate 20212024 pension expense amounts, a one percentage-point change in the expected long-term rate of return on plan assets would result in a change in pension expense for 20212024 of approximately $0.3 million for the plans. A one percentage-point change in the discount rate would result in a change in pension expense for 2021 by2024 of less than $0.1 million. A one percentage-point increase in the discount rate would have lowered the plans’ projected benefit obligation as of the end of 20202023 by approximately $1.7$1.0 million; while a one percentage-point decrease in the discount rate would have raised the plans’ projected benefit obligation as of the end of 20202023 by approximately $2.0$1.1 million.


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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
RESULTS OF OPERATIONS

TheOur results of operations for Hamilton Beach Holding were as follows for the years ended December 31:

20202023 Compared with 20192022
Year Ended December 31
2020% of Revenue2019% of Revenue$ Change% Change
Year Ended December 31Year Ended December 31
20232023% of Revenue2022% of Revenue$ Change% Change
RevenueRevenue$603,713 100.0 %$611,786 100.0 %$(8,073)(1.3)%Revenue$625,625 100.0 100.0 %$640,949 100.0 100.0 %$(15,324)(2.4)(2.4)%
Cost of salesCost of sales465,059 77.0 %483,234 79.0 %(18,175)(3.8)%Cost of sales481,949 77.0 77.0 %511,835 79.9 79.9 %(29,886)(5.8)(5.8)%
Gross profitGross profit138,654 23.0 %128,552 21.0 %10,102 7.9 %Gross profit143,676 23.0 23.0 %129,114 20.1 20.1 %14,562 11.3 11.3 %
Selling, general and administrative expensesSelling, general and administrative expenses99,990 16.6 %100,381 16.4 %(391)(0.4)%Selling, general and administrative expenses108,395 17.3 17.3 %90,120 14.1 14.1 %18,275 20.3 20.3 %
Amortization of intangible assetsAmortization of intangible assets1,249 0.2 %1,377 0.2 %(128)(9.3)%Amortization of intangible assets200 — — %200 — — %— — — %
Operating profit (loss)Operating profit (loss)37,415 6.2 %26,794 4.4 %10,621 39.6 %Operating profit (loss)35,081 5.6 5.6 %38,794 6.1 6.1 %(3,713)(9.6)(9.6)%
Interest expense, netInterest expense, net1,998 0.3 %2,975 0.5 %(977)(32.8)%Interest expense, net3,000 0.5 0.5 %4,589 0.7 0.7 %(1,589)(34.6)(34.6)%
Other expense (income), netOther expense (income), net1,685 0.3 %(358)(0.1)%2,043 (570.7)%Other expense (income), net385 0.1 0.1 %1,776 0.3 0.3 %(1,391)(78.3)(78.3)%
Income (loss) from continuing operations before income taxes33,732 5.6 %24,177 4.0 %9,555 39.5 %
Income (loss) before income taxesIncome (loss) before income taxes31,696 5.1 %32,429 5.1 %(733)(2.3)%
Income tax expenseIncome tax expense9,665 1.6 %9,084 1.5 %581 6.4 %Income tax expense6,454 1.0 1.0 %7,162 1.1 1.1 %(708)(9.9)(9.9)%
Net income from continuing operations24,067 4.0 %15,093 2.5 %8,974 59.5 %
Income (loss) from discontinued operations, net of tax22,191 n/m(28,600)n/m50,791 n/m
Net income (loss)Net income (loss)$46,258 $(13,507)$59,765 
Net income (loss)
Net income (loss)25,242 4.0 %25,267 3.9 %(25)(0.1)%
Effective income tax rate on continuing operations28.7 %37.6 %
Effective income tax rate20.4 %22.1 %

The following table identifies the components of the change in revenue for 2020 2023compared with 2019:2022:
Revenue
2019$611,786 
2022
2022
2022
(Decrease) increase from:
(Decrease) increase from:
(Decrease) increase from:(Decrease) increase from:
Unit volume and product mixUnit volume and product mix(14,093)
Unit volume and product mix
Unit volume and product mix
Foreign currency
Foreign currency
Foreign currencyForeign currency(4,219)
Average sales priceAverage sales price10,239 
2020$603,713 
Average sales price
Average sales price
2023
2023
2023

Revenue - Revenue decreased $8.1$15.3 million, or 1.3%. While unprecedented2.4% over the prior year due primarily to lower average selling price. Revenue decreased in the U.S., Canadian, and Latin American Consumer markets. Partially offsetting these revenue decreases was an increase in the Mexican Consumer market. The Global Commercial market had decreased revenue compared to 2022, when revenue grew 50% due to a continued strong rebound in the food service and hospitality industries from pandemic-driven demand continues for small kitchen appliances, the cutover to our new enterprise resource planning ("ERP") system during the third quarter of 2020 reduced shipping capabilities atsoftness, as well as the Company's US distribution centernew products, line extensions and resulted in a significant shortfall in revenue during the third quarter. Despite a strong finish to 2020, which made up for a significant portion of the revenue shortfall in the third quarter, revenue decreased year over year as a result of lower volumes. The lower sales volume in the US consumer market is the result of the ERP cutover challenges, while lower volume in the international consumer and global commercial markets is attributable to the pandemic. The impact of lower volume was partially offset by higher average sales price driven primarily by product and customer mix. Foreign currency had a negative impact on revenue of $4.2 million.initiatives.

Gross profit - The increase in gross profit of $10.1 million, or 7.9%, is primarily due to sales of higher margin products. As a percentage of revenue, grossGross profit margin increased from 21.0% to 23.0% primarilyin the current year compared to 20.1% in the prior year due to customerlower product costs and favorable product mix.

Selling, general and administrative expenses - Selling, general and administrative expenses increased $18.3 million due primarily to the $10.0 million insurance recovery recognized during the first quarter of 2022 which did not recur. Additionally, gross profitthere was an increase in 2020 includesemployee-related costs in the current year that was partially offset by a benefit of approximately $2.1decrease in outside services.

Interest expense - Interest expense, net decreased $1.6 million for tariff relief.due to decreased average borrowings outstanding under the HBB Facility, partially offset by higher interest rates.
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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
Selling, general and administrative expenses - Included in selling, general and administrative expenses are charges related to unauthorized transactions at our Mexican subsidiaries of $1.9 million in 2020 compared with $6.9 million in 2019. Offsetting this decrease in 2020 is an increase in incentive compensation expense of $3.3 million primarily driven by stronger Company performance as well as an increase in legal, other third-party fees and consulting expenses primarily related to the accounting irregularities at our Mexican subsidiaries and the implementation of our new ERP system.

Other expense (income), net - Other expense (income), net decreased $1.4 million. In 2023, other expense (income), net includes currency gains of $0.3 million in 2020 was $1.7 million due primarilythe current year compared to currency losses fromof $1.9 million in 2022. This decrease is driven by the re-measurementliquidation of liabilities related to inventory purchases denominatedthe Brazilian subsidiary, which resulted in US dollars by HBB’s foreign subsidiaries. Other income in 2019 was $0.4$2.1 million and included currency gains of $0.4 million.accumulated other comprehensive losses being released into other expense (income), net during the first quarter of 2022. Additionally, during 2022, we recorded a $0.3 million pension settlement charge which did not recur.

Income tax expense - The Company recognized income tax expense of $9.7 million on income from continuing operations before income taxes of $33.7 million, an effective tax rate of 28.7% in 2020 compared to income tax expense of $9.1 million on income from continuing operations before income taxes of $24.2 million, anwas 20.4% and 22.1% for the twelve months ended December 31, 2023 and 2022, respectively. The effective tax rate was lower for the twelve months ended December 31, 2023 due to the favorable impact of 37.6%foreign operations in 2019.the current year.
LIQUIDITY AND CAPITAL RESOURCES

Our cash flows are provided by dividends paid or distributions made by HBB. The higher effective tax rateonly material assets held by us are the investment in 2019 is attributableour consolidated subsidiary. As a result, certain statutory limitations or regulatory or financing agreements could affect the levels of distributions allowed to non-cash charges to write-off unrealizable assets at our Mexican subsidiaries for whichbe made by its subsidiary. We have not guaranteed any of the corresponding tax benefit has been substantially offset by an increase in unrecognized tax benefits and $1.6 millionobligations of deferred tax expense related to a change in judgment regarding the valuation allowance recorded against the deferred tax assets of KC.HBB.

2019 Compared with 2018Our principal sources of cash to fund liquidity needs are: (1) cash generated from operations and (2) borrowings available under the HBB Facility. Our primary use of funds consists of working capital requirements, operating expenses, payment of dividends, repurchase of shares, capital expenditures and payments of principal and interest on debt. As of December 31, 2023, we had cash and cash equivalents of $15.4 million, compared to $0.9 million as of December 31, 2022. We believe our liquidity and access to capital markets will be adequate to fund our cash requirements for the next 12 months and for the foreseeable future.

The resultsCompany has an agreement with a third-party administrator to provide an accounts payable tracking system which facilitates a participating supplier’s ability to monitor and voluntarily elect to sell payment obligations owed by the Company to the designated third-party financial institution. Participating suppliers can sell one or more of operations for Hamilton Beach Holding werethe Company’s payment obligations at their sole discretion. The Company has no economic interest in a supplier’s decision to sell one or more of its payment obligations. The Company’s rights and obligations with respect to such payment obligations, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to sell amounts under these arrangements. The agreement has a limit of $60.0 million in payment obligations ($85.0 million during peak season from August to January). There is no requirement to provide assets pledged as follows forsecurity or other forms of guarantees under the years endedagreement. The Company pays the third-party administrator based upon the original payment terms negotiated with participating suppliers. The payment of these obligations by the Company is included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of December 31:
Year Ended December 31
2019% of Revenue2018% of Revenue$ Change% Change
Revenue$611,786 100.0 %$630,082 100.0 %$(18,296)(2.9)%
Cost of sales483,234 79.0 %491,030 77.9 %(7,796)(1.6)%
Gross profit128,552 21.0 %139,052 22.1 %(10,500)(7.6)%
Selling, general and administrative expenses100,381 16.4 %104,121 16.5 %(3,740)(3.6)%
Amortization of intangible assets1,377 0.2 %1,381 0.2 %(4)(0.3)%
Operating profit26,794 4.4 %33,550 5.3 %(6,756)(20.1)%
Interest expense, net2,975 0.5 %2,916 0.5 %59 2.0 %
Other expense (income), net(358)(0.1)%149 — %(507)(340.3)%
Income from continuing operations before income taxes24,177 4.0 %30,485 4.8 %(6,308)(20.7)%
Income tax expense9,084 1.5 %7,426 1.2 %1,658 22.3 %
Net income from continuing operations15,093 2.5 %23,059 3.7 %(7,966)(34.5)%
Loss from discontinued operations, net of tax(28,600)n/m(5,361)n/m(23,239)n/m
Net income (loss)$(13,507)$17,698 $(31,205)
Effective income tax rate on continuing operations37.6 %24.4 %
31, 2023 and 2022, the Company has $55.0 million and $23.3 million, respectively, in outstanding payment obligations that are presented in Accounts payable on the Consolidated Balance Sheets. Of these totals, the third-party financial institution has made payments to participating suppliers to settle $48.9 million and $23.3 million, respectively, of our outstanding payment obligations.


We do not rely on the supplier finance program as a means to manage our cash flow, as our payment terms to the third-party financial institution are the same as our terms to our participating suppliers. Therefore, we do not face a material risk if any party terminates the agreement. Our participation has not had a material impact on our Consolidated Balance Sheets, Statement of Cash Flows or liquidity.


The following table presents selected cash flow information:


Year Ended December 31
(In thousands)
 20232022
Net cash provided by (used for) operating activities$88,636 $(3,418)
Net cash provided by (used for) investing activities$(5,174)$(2,279)
Net cash provided by (used for) financing activities$(70,072)$5,575 
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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
The following table identifies the components of the change in revenue for 2019 compared with 2018:
 Revenue
2018$630,082 
(Decrease) increase from:
Unit volume and product mix(19,613)
Average sales price(1,688)
Foreign currency3,005 
2019$611,786 

Revenue - Revenue decreased $18.3 million, or 2.9%. The decline is primarily due to lower sales volume in the U.S. consumer, international consumer and global commercial markets. Globally, our ecommerce business grew 27%; however, these gains were more than offset by the adverse impact of tariffs, a loss of placements in the dollar store channel resulting from HBB's decision not to maintain very low margin business, ongoing foot traffic challenges at some retailers and other pressure points facing individual retail companies. Revenue in the global commercial market decreased due primarily to lower volume driven by the adverse impact of tariffs.

Gross profit - The decline in gross profit of $10.5 million, or 7.6%, is primarily due to lower sales volume. As a percentage of revenue, gross profit margin declined from 22.1% to 21.0% primarily due to increased inbound freight expenses, the adverse impact of tariffs and unfavorable foreign currency movements.

Selling, general and administrative expenses - The decrease in selling, general and administrative expenses was mainly attributable to a $5.2 million decline in environmental expense due to the reduction to the environmental reserve at one site of $3.2 million related to a change in the expected type and extent of investigation and remediation activities and to a $1.5 million reduction in environmental expense due to the probable recovery of investigation and remediation costs associated with the same site from a responsible party in exchange for release from all future obligations by that party. Additionally, advertising expenses declined $3.1 million and employee-related costs decreased $2.0 million due to reduced incentive compensation expense. These decreases were partially offset by a one-time charge of $3.2 million recorded in the second quarter of 2019 for a contingent loss related to patent litigation. Additionally, certain former employees of one of our Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries and in doing so, expenditures were deferred on the balance sheet of the Company's Mexican subsidiaries beyond the period for which the costs pertained. Included in selling, general and administrative expenses are charges of $6.9 million in 2019 compared with charges of $4.9 million in 2018 to write-off unrealizable assets created as a result of these unauthorized transactions.

Other expense (income), net - Other income in 2019 includes currency gains of $0.4 million compared with other expense in 2018 related to currency losses of $0.5 million as the Mexican peso strengthened against the U.S. dollar.

Income tax expense - The Company recognized income tax expense of $9.1 million on income from continuing operations before income taxes of $24.2 million, an effective tax rate of 37.6% compared to income tax expense of $7.4 million, an effective tax rate of 24.4%. The increase in the effective tax rate is primarily due to $2.0 million of deferred tax expense related to a change in judgment regarding the valuation allowance recorded against certain deferred tax assets of KC. Additionally, certain former employees of one of our Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries and in doing so expenditures were deferred on the balance sheet of the Mexican subsidiaries beyond the period for which the costs pertained. Included in selling, general and administrative expenses are non-cash charges to write-off unrealizable assets for which the corresponding tax benefit has been substantially offset by an increase in unrecognized tax benefits.

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

LIQUIDITY AND CAPITAL RESOURCES

Hamilton Beach Brands Holding Company cash flows are provided by dividends paid or distributions made by its subsidiaries. The only material assets held by it are the investments in consolidated subsidiaries. As a result, certain statutory limitations or regulatory or financing agreements could affect the levels of distributions allowed to be made by its subsidiaries. Hamilton Beach Brands Holding Company has not guaranteed any of the obligations of its subsidiaries.

HBB's principal sources of cash to fund liquidity needs are: (i) cash generated from operations and (ii) borrowings available under the revolving credit facility, as defined below. HBB's primary use of funds consists of working capital requirements, operating expenses, capital expenditures, and payments of principal and interest on debt. At December 31, 2020, the Company had cash and cash equivalents for continuing operations of $2.4 million, compared to $2.1 million at December 31, 2019. 

The ongoing global COVID-19 pandemic has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including business shutdowns and limitations, travel restrictions, border closings, restrictions on public gatherings and shelter-in-place restrictions. This has negatively impacted the global economy, disrupted financial markets and resulted in increased unemployment levels, all of which have negatively impacted various industries. We believe we are well positioned to effectively navigate the COVID-19 pandemic for a number of reasons. Demand for certain retail small kitchen appliances in the US remains strong as consumers prepare more food and beverages at home. We are managing discretionary expenses, and have sufficient availability under the revolving credit facility to meet our future anticipated obligations. We have demonstrated effective management of net working capital which was a major contributor to improved borrowing activity during the year, with average debt down $11.6 million compared to the prior year ended December 31, 2019. Additionally, the Company is no longer impacted by KC’s losses and negative cash flow. We will continue to work with our customers, employees, suppliers and communities to address the impacts of COVID-19 and closely monitor our liquidity.

The following table presents selected cash flow information from continuing operations:
Year Ended December 31
(In thousands)
 202020192018
Net cash provided by (used for) operating activities from continuing operations$(27,934)$222 $17,955 
Net cash provided by (used for) investing activities from continuing operations$(3,812)$(4,122)$(7,759)
Net cash provided by (used for) financing activities from continuing operations$34,180 $1,062 $(9,255)
December 31, 20202023 Compared with December 31, 20192022
    
    Operating activities - Net cash provided by operating activities was $88.6 million compared to cash used for operating activities was $27.9of $3.4 million in 2022 primarily due to our focus on net working capital improvement. Net working capital provided cash of $49.5 million in 2023 compared to a use of cash of $39.0 million in 2022. Net cash provided by operating activities of $0.2accounts payable was $37.5 million in 2019 primarily2023 compared to $69.9 million used in 2022. Net cash provided by inventory was $30.8 million in 2023 compared to $26.4 million provided in 2022. Trade receivables used net cash of $18.8 million during 2023 compared to $4.5 million provided in the prior year due to an increasetiming of $59.9 million in net working capital. Trade receivables increased primarily due to increased fourth quarter sales in 2020 compared with prior year. The increase in inventory and accounts payable are primarily due to the earlier build of inventory to offset the impacts of longer lead times driven by shipping congestion in our supply chain from China, as well as to support expected strong demand in the first half of 2021.collections.

    Investing activities - Net cash used for investing activities was relatively flatincreased in 20202023 compared to 2019. Capital spending for2022 related to $1.6 million in secure loan payments made to HealthBeacon and internal-use software development costs was lower in 2020 as the Company implemented its new ERP system in July 2020. The decline in spending on internal-use software was offset by other investments.costs.

    Financing activities - Net cash provided byused for financing activities increased $33.1was $70.1 million in 2020 primarily due to an increase in HBB's net borrowing activity on the revolving credit facility. The increase in borrowings was used to fund net working capital.

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
December 31, 2019 Compared with December 31, 2018

    Operating activities - Net cash provided by operating activities decreased $17.7 million in 20192023 compared to the prior year primarily due to increased trade receivables, partially offset by a decline in inventory. Trade receivables increased primarily due to the timing of collections and increased fourth quarter sales in 2020 compared with prior year. The decline in inventory is primarily due to the continued efficient management of inventory levels.

    Investing activities - Net cash used for investing activities from continuing operations decreased $3.6 million in 2019 primarily due to lower capital expenditures related to HBB internal-use software development costs and tooling for new products.

Financing activities - Net cash provided by financing activities from continuing operations was $1.1of $5.6 million in 2019 compared to a use of cash of $9.3 million in 2018 primarily2022. The change is due to an increase in HBB's net borrowing activityour focus on the revolving credit facility. The increase in borrowings was used to fund net working capital improvement and stock repurchases.a significant reduction in borrowings outstanding on the HBB Facility.

Capital Resources

On November 23, 2020,The HBB entered into Amendment No. 8 to its Amended and Restated Credit Agreement. The Agreement amended and restated the Credit AgreementFacility expires in its entirety and extended the term of HBB's credit facility to June 30, 2025 increased the credit facility from $115.0 million to $125.0 million, amended the pricing grid and provided for an accordion feature to increase the facility by an additional $25.0 million upon HBB's request, subject to Lender consent. The Company expects. We expect to continue to borrow against the facility and make voluntary repayments within the next twelve months. As a resultRepayment of the amendment, repayment of the credit facilityHBB Facility is due on June 30, 2025, therefore all borrowings are classified as long term debt as of December 31, 2020.2023. The obligations under the HBB Facility are secured by substantially all of HBB'sHBB’s assets. At

As of December 31, 2020,2023, the borrowing base under the HBB Facility was $123.3$148.1 million and borrowings outstanding were $98.4$50.0 million. AAs oft December 31, 2020,2023, the excess availability under the HBB Facility was $24.9$98.1 million.

The maximum availability under the HBB Facility is governed by a borrowing base derived from advance rates against eligible trade receivables, inventory and trademarks of the borrowers, as defined in the HBB Facility. Borrowings bear interest at a floating rate, which can be a base rate, LIBORSecured Overnight Financing Rate (SOFR) or bankers'bankers’ acceptance rate, as defined in the HBB Facility, plus an applicable margin. The applicable margins, effective December 31, 2020,2023, for base rate loans and LIBORSOFR loans denominated in U.S. dollars were 0.0%0.00% and 1.75%1.55%, respectively. The applicable margins, effective December 31, 2020,2023, for base rate loans and bankers'bankers’ acceptance loans denominated in Canadian dollars were 0.0%0.00% and 1.75%1.55%, respectively. The HBB Facility also requires a fee of 0.25% per annum on the unused commitment. The margins and unused commitment fee under the HBB Facility are subject to quarterly adjustment based on average excess availability. The weighted average interest rate applicable to the HBB Facility for the year ended DDecember 31, 2023ecember 31, 2020 was 2.88%4.25%, including the floating rate margin and the effect of the interest rate swap agreements described below.

To reduce the exposure to changes in the market rate of interest, HBB haswe have entered into interest rate swap agreements for a portion of the HBB Facility. Terms of the interest rate swap agreements require HBBus to receive a variable interest rate and pay a fixed interest rate. HBB has interest rate swaps with notional values totaling $25.0 million at December 31, 2020 at an average fixed interest rate of 1.66%.

The HBB Facility includes restrictive covenants, which, among other things, limit the payment of dividends, to Hamilton Beach Holding, subject to achieving availability thresholds. Under Amendment No. 8 to the HBB Facility, dividends to Hamilton Beach HoldingDividends are not to exceed $6.0$7.0 million during any calendar year to the extent that for the thirty days prior to the dividend payment date, and after giving effect to the dividend payment, HBB maintains excess availability of not less than $15.0at least $18.0 million. Dividends to Hamilton Beach HoldingDividend amounts are discretionary to the extent that for the thirty days prior to the dividend payment date, and after giving effect to the dividend payment, HBB maintains excess availability of not less than $25.0at least $30.0 million. The HBB Facility also requires HBB to achieve a minimum fixed charge coverage ratio in certain circumstances, as defined in the HBB Facility. AtAs of December 31, 2020, HBB was2023, we were in compliance with all financial covenants in the HBB Facility.

We maintain an arrangement with a financial institution to sell certain U.S. trade receivables on a non-recourse basis.



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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
The Company maintains an arrangement with a financial institution to sell certain U.S. trade receivables on a non-recourse basis. The Company utilizes this arrangement as an integral part of financing working capital. 

HBB believes funds available from cash on hand, the HBB Facility and operating cash flows will provide sufficient liquidity to meet its operating needs and commitments arising during the next twelve months and until the expiration of the HBB Facility.

Contractual Obligations, Contingent Liabilities and Commitments

Following is a table which summarizes the contractual obligations of Hamilton Beach Holding as of December 31, 2020:2023:
Payments Due by Period Payments Due by Period
Contractual ObligationsContractual ObligationsTotal20212022202320242025ThereafterContractual ObligationsTotal20242025202620272028Thereafter
Revolving credit agreementsRevolving credit agreements$98,360 $— $— $— $— $98,360 $— 
Revolving credit agreements
Revolving credit agreements
Variable interest payments on HBB FacilityVariable interest payments on HBB Facility7,960 2,587 2,358 1,182 994 839 — 
Purchase and other obligationsPurchase and other obligations284,816 284,664 51 47 54 — — 
Operating lease obligationsOperating lease obligations77,091 7,081 6,738 6,405 6,355 6,395 44,117 
Finance lease obligations
Total contractual cash obligationsTotal contractual cash obligations$468,227 $294,332 $9,147 $7,634 $7,403 $105,594 $44,117 

Not included in the table above, HBB has a long-term liability of approximately $4.7 million for unrecognized tax benefits, including interest and penalties, as of December 31, 2020. At this time, the Company is unable to make a reasonable estimate of the timing of payments due to, among other factors, the uncertainty of the timing and outcome of its audits.

HBB’sOur variable interest payments are calculated based upon HBB'sour anticipated payment schedule and the December 31, 20202023 base rate and applicable margins, as defined in the HBB Facility. A 1/8%0.25% increase in the base rate would increase HBB’sour estimated total annual interest payments on the HBB Facility by approximately $0.3 million.

HBB'sOur purchase and other obligations are primarily for accounts payable, open purchase orders and accrued payroll and incentive compensation.

An event of default, as defined in the HBB Facility and in HBB'sour operating and finance lease agreements, could cause an acceleration of the payment schedule. No such event of default for HBBus has occurred or is anticipated to occur.

Pension funding can vary significantly each year due to plan amendments, changes inGiven the market valuefunded status of plan assets, legislation and the Company’s decisions to contribute above the minimum regulatory funding requirements. As a result,two defined benefit pension funding has not been included in the table above. HBB doesplans, we do not expect to contribute to itsthe pension plans in 2021.2024. Pension benefit payments are made from assets of the pension plans.

Off Balance Sheet Arrangements

The Company hasWe have not entered into any off balance sheet financing arrangements, other than operating leases, which are disclosed in the contractual obligations table above.arrangements.

Recently Issued and Adopted Accounting Standards Not Yet Adopted

The Company is an emerging growth companyRefer to Note 1 to the consolidated financial statements for discussion of recently issued and has elected not to opt out of the extended transition period for complying with new or revisedadopted accounting standards, which means that when a standard is issued or revised and it has different application dates for public or nonpublic entities, the Company can adopt the new or revised standard at the time nonpublic entities adopt the new or revised standard.standards.

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)," which requires an entity to recognize assets and liabilities for the rights and obligations created by leased assets. For nonpublic entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is planning to adopt ASU 2016-02 when required and is currently evaluating to what extent ASU 2016-02 will affect the Company's financial position, results of operations, cash flows and related disclosures.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326)," which requires an entity to recognize credit losses as an allowance rather than as a write-down. For nonpublic entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is planning to adopt ASU 2016-03 for its year ending December 31, 2022 and is currently evaluating to what extent ASU 2016-13 will affect the Company's financial position, results of operations, cash flows and related disclosures.

FORWARD-LOOKING STATEMENTS

The statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere throughout this Annual Report on Form 10-K that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.Act. These forward lookingforward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Such risks and uncertainties include, without limitation: (1) uncertain or unfavorable global economic conditions and impacts from global military conflicts; (2) the Company’s ability to source and ship products to meet the anticipated increase in demand, (2)demand; (3) the Company’s ability to successfully manage constraints throughout the anticipatedglobal transportation constraints, (3) the unpredictable nature of the COVID-19 pandemic and its potential impact on our business;supply chain; (4) changes in the sales prices, product mix or levels of consumer purchases of small electric and specialty housewares appliances,appliances; (5) changes in consumer retail and credit markets, including the increasing volume of transactions made through third-party internet sellers,sellers; (6) bankruptcy of or loss of major retail customers or suppliers,suppliers; (7) changes in costs, including transportation costs, of sourced products,products; (8) delays in delivery of sourced products,products; (9) changes in or unavailability of quality or cost effective suppliers,suppliers; (10) exchange rate fluctuations, changes in the import tariffs and monetary policies and other changes in the regulatory climate in the countries in which HBBthe Company operates or buys operates and/or sells products,products; (11) the impact of tariffs on customer purchasing patterns,patterns; (12) product liability, regulatory actions or other litigation, warranty claims or returns of products,products; (13) customer acceptance of, changes in costs of or delays in the development of new products,products; (14) increased competition, including consolidation within the industry,industry; (15) changes in customers’ inventory management strategies; (16) shifts in consumer shopping patterns, gasoline prices, weather conditions, the level of consumer confidence and disposable income as a result of economic conditions, unemployment rates or other events or conditions that may adversely affect the level of customer purchases of HBB products, (16)the Company’s products; (17) changes mandated by federal, state and other regulation, including tax, health, safety or environmental legislation, (17)legislation; (18) the result of shareholder or governmental actions relating to the restatement of our financial statements and accounting and legal fees that we may incur in connection with the restatement, (18) difficulties arising as a result of our implementation, integration or operation of an enterprise resource planning system in the US, (19) ourCompany’s ability to identify, acquire or develop, and successfully remediate the material weaknesses in our internal control over financial reporting disclosed in Item 9A of the Annual Report on Form 10-K within the time periodsintegrate, new businesses or new product lines; and in the manner currently anticipated, additional material weaknesses or other deficiencies that may arise in the future or our ability to maintain an effective system of internal controls, and (20)(19) other risk factors, including those described in the Company'sCompany’s filings with the Securities and Exchange Commission, including, but not limited to, this Annual Report on Form 10-K for the year ended December 31, 2020.10-K. Furthermore, the situation surrounding COVID-19future impact of unfavorable economic conditions, including inflation, changing interest rates, availability of capital markets and consumer spending rates remains fluid and the potential for a materialuncertain. In uncertain economic environments, we cannot predict whether or when such circumstances may improve or worsen, or what impact, if any, such circumstances could have on the Company’sour business, results of operations, cash flows and financial condition, liquidity, and stock price increases the longer the virus impacts activity levels in the US and globally. For this reason, the Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on its results of operations, financial position, liquidity and stock price. The extent of any impact will depend on the extent of new outbreaks, the extent to which new shutdowns may be needed, the nature of government public health guidelines and the public’s adherence to those guidelines, the impact of government economic relief on the US economy, unemployment levels, the success of businesses reopening fully, the timing for proven treatments and the availability of vaccines for COVID-19, consumer confidence and demand for our products.position.


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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK
HBB enters
We enter into certain financing arrangements that require interest payments based on floating interest rates. As such, the Company'sour financial results are subject to changes in the market rate of interest. There is an inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and business financing requirements. To reduce the exposure to changes in the market rate of interest, HBB haswe have entered into interest rate swap agreements for a portion of its floating rate financing arrangements. The Company doesWe do not enter into interest rate swap agreements for trading purposes. Terms of the interest rate swap agreements require HBBus to receive a variable interest rate and pay a fixed interest rate.

For purposesthe purpose of risk analysis, the Company useswe use sensitivity analysis to measure the potential loss in fair value of financial instruments sensitive to changes in interest rates. The Company assumesWe assume that a loss in fair value is an increase to its liabilities. The fair value of the Company'sour interest rate swap agreements was a payablereceivable of $1.2$4.0 million atas of December 31, 2020.2023. A hypothetical 10% relative decrease in interest rates would cause a decrease of $0.1$0.2 million in the fair value of interest rate swap agreements and the resulting fair value would be a payablereceivable of $1.2$3.8 million. Additionally, a hypothetical 10% relative increase in interest rates would notcause an increase of $0.2 million in the fair value of interest rate swap agreements and the resulting fair value would be a receivable of $4.2 million. Neither would have a material impact to the Company'sour interest expense, net of $2.0$3.0 million atas of December 31, 2020.2023.

FOREIGN CURRENCY EXCHANGE RATE RISK
HBB operates
We operate internationally through our foreign operating subsidiaries and entersenter into transactions denominated in foreign currencies, principally the Canadian dollar, the Mexican peso and, to a lesser extent, the Chinese yuan and Brazilian real. As such, HBB'sour financial results are subject to the variability that arises from exchange rate movements. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of revenue, expenses, assets and liabilities. The potential impact of currency fluctuation increases as international expansion increases.
HBB uses
We use forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies and not for trading purposes. These contracts generally mature within twelve months and require HBBus to buy or sell the functional currency in which the applicable subsidiary operates and buy or sell U.S. dollars at rates agreed to at the inception of the contracts.

For purposesthe purpose of risk analysis, the Company useswe use sensitivity analysis to measure the potential loss in fair value of financial instruments sensitive to changes in foreign currency exchange rates. The Company assumesWe assume that a loss in fair value is either a decrease to its assets or an increase to its liabilities. The fair value of the Company'sour foreign currency exchange contracts was a net payable of $0.5 million atas of December 31, 2020.2023. Assuming a hypothetical 10% weakening of the U.S. dollar atas of December 31, 2020,2023, the fair value of foreign currency-sensitive financial instruments, which represents forward foreign currency exchange contracts, would be decreased by $1.9$2.5 million compared with its fair value atas of December 31, 2020.2023.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item 8 is set forth in the Financial Statements and Supplementary Data contained in Part IV of this Form 10-K and is hereby incorporated herein by reference to such information.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with accountants on accounting and financial disclosure for the three-yeartwo-year period ended December 31, 20202023 that would require disclosure pursuant to this Item 9.






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Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: As required by Exchange Act Rule 13a-15(b), ourCompany management, including ourthe Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of ourthe Company’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based on that evaluation, ourthe Chief Executive Officer and Chief Financial Officer concluded that ourthe Company’s disclosure controls and procedures were not effective as of December 31, 2020 because of the material weaknesses in our internal control over financial reporting described in the "Management's Report on Internal Control over Financial Reporting." Notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer have determined, based on the procedures we have performed, that the consolidated financial statements included in this Annual2023.
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Report on Form 10-K present fairly, in all material respects, our financial condition, results of operations and cash flows at December 31, 2020 and for the periods presented in accordance with U.S. GAAP.

Management’s Report on Internal Control over Financial Reporting: Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of management, including ourthe Chief Executive Officer and our Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this evaluation, management concluded that we did not maintainit maintained effective internal control over financial reporting as of December 31, 2020 due to the material weaknesses as described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Mexican subsidiaries

As of December 31, 2019, we identified two material weaknesses at our Mexican subsidiaries related to (1) the design and operating effectiveness of review controls for account reconciliations and manual journal entries and (2) the design and operating effectiveness of transaction level controls over authorization of spending with vendors, adjusting product costing and selling prices, new customer setup and accounting for price concessions with our customers.2023. The material weaknesses at our Mexican subsidiaries as of December 31, 2019 were not remediated during our fiscal year ended December 31, 2020.

We are committed to remediating the control deficiencies that gave rise to the material weaknesses. Management is responsible for implementing changes and improvements to internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses.

With oversight from the Audit Review Committee, we have taken significant steps to remediate the internal control deficiencies at our Mexican subsidiaries by redesigning our controls, many of which operated for the first time during the fourth quarter. Our efforts have consisted primarily of strengthening our organization and designing a suite of controls that address the material weaknesses. Because many of our controls operated for the first time during the fourth quarter, we have not had a sufficient period of time to demonstrate operating effectiveness in 2020.Until the remediation actions are fully implemented and the operational effectiveness of related internal controls is validated through testing, the material weaknesses described above will continue to exist.

Income taxes

Management determined that we did not design and maintain effective controls over our income tax accounting process to identify and accurately measure deferred tax assets, deferred tax liabilities and income taxes payable and the related income tax expense. While the control deficiency did not result in a misstatement of our previously issued consolidated financial statements, the control deficiency could result in a material misstatement of the aforementioned account balances or disclosures that would result in a material misstatement in our annual or interim consolidated financial statements that would not be prevented or detected. Our management has concluded that the deficiency constitutes a material weakness in our internal control over financial reporting.

With oversight from the Audit Review Committee, we have developed a plan to remediate the material weakness in internal control over financial reporting related to our income taxes accounting process, which consists of:

a.Reviewing the organization structure, resources, processes, and controls in place to measure and record income taxes to enhance the effectiveness of the design and operation of those controls;
b.Enhancing monitoring activities related to income taxes; and
c.Evaluating and enhancing the level of precision in the management review controls related to income taxes.

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We expect to implement the remediation actions in 2021. Until the remediation actions are fully implemented and the operational effectiveness of related internal controls is validated through testing, the material weakness described above will continue to exist.

We are committed to achieving and maintaining a strong internal control environment and believe the remediation measures will strengthen our internal control over financial reporting and remediate the material weakness identified.

The Company'sCompany’s effectiveness of internal control over financial reporting as of December 31, 20202023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 15 of this Form 10-K and incorporated herein by reference.

Changes in Internal Control over Financial Reporting: There have beenwere no changes in the Company'sCompany’s internal control over financial reporting that occurredidentified during the fourth quarter of 2020, other than described above2023, in "Management's Report on Internal Control over Financial Reporting",connection with the evaluation by the Company’s management required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.


Item 9B. OTHER INFORMATION
None.
None of the Company's directors or "officers" (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the Company's fiscal quarter ended December 31, 2023.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to our Directors of the Company will be set forth in the 20212024 Proxy Statement under the subheadings “Part II — Proposals To Be Voted On At The 20212024 Annual Meeting — Proposal 1 — Election of Directors — Director Nominee Information,” which information is incorporated herein by reference.

Information with respect to the audit review committee and the audit review committee financial expert will be set forth in the 20212024 Proxy Statement under the subheadings “Part I — Corporate Governance Information — Board Committees,” and “Part I — Corporate Governance Information — Description of Committees,” which information is incorporated herein by reference.
Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 by the Company'sour Directors, executive officers and holders of more than ten percent of the Company'sCompany’s equity securities will be set forth in the 20212024 Proxy Statement under the subheading “Part IV — Other Important Information — Delinquent Section 16(a) Beneficial Ownership Reporting Compliance,Reports,” which information is incorporated herein by reference.

Information regarding theour executive officers of the Company is included in this Form 10-K as Item 4Aunder the subheading “Information about our Executive Officers” of Part I as permitted by Instruction 3 to Item 401(b) of Regulation S-K.I.
The Company has
We have adopted a code of business conduct and ethics applicable to all Company personnel, including the principal executive officer, principal financial officer, principal accounting officer or controller, or other persons performing similar functions. The code of business conduct and ethics, entitled the “Code of Corporate Conduct,” is posted on the Company'sour website at www.hamiltonbeachbrands.com/investors/corporate-governance. If we make any amendments to, or grant any waiver from, the code that are required to be disclosed pursuant to the Securities Exchange Act of 1934, we will make such
disclosure on our website.

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Item 11. EXECUTIVE COMPENSATION

Information with respect to executive compensation will be set forth in the 20212024 Proxy Statement under the headings “Part III — Executive Compensation Information” which information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
     STOCKHOLDER MATTERS

Information with respect to security ownership of certain beneficial owners and management will be set forth in the 20212024 Proxy Statement under the subheading “Part IV — Other Important Information — Beneficial Ownership of Class A Common and Class B Common,” which information is incorporated herein by reference.

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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information with respect to certain relationships and related transactions will be set forth in the 20212024 Proxy Statement under the subheadings “Part I — Corporate Governance Information — Review and Approval of Related Person Transactions,” which information is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to principal accountant fees and services will be set forth in the 20212024 Proxy Statement under the heading “Part II — Proposals To Be Voted On At The 20212024 Annual Meeting — Proposal 4 — Ratification of the Appointment of Ernst & Young LLP as the Company'sCompany’s Independent Registered Public Accounting Firm for 2021,2024,” which information is incorporated herein by reference.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Documents that are filed as part of this report
The response to Item 15(a)(1) is set forth beginning at page F-2F-1 of this Form 10-K.
(a)(2) Financial Statement Schedules
The response to Item 15(a)(2) is set forth beginning at page F-37F-35 of this Form 10-K.
(a)(3) and (b) Exhibits required by Item 601 of Regulation S-K

The response to Item 15(a)(3) and (b) is set forth as follows:

(2) Plan of acquisition, reorganization, arrangement, liquidation or succession.
2.1
(3) Articles of Incorporation and By-laws.
3.1
3.2
(4) Instruments defining the rights of security holders, including indentures.
4.1
4.2
4.3
(10) Material Contracts.
10.1
10.2
10.3
10.4
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(10) Material Contracts.
10.510.1
10.610.2
10.710.3
10.810.4
10.910.5
10.10
10.11
10.12
10.13
10.1410.6
10.1510.7
10.1610.8
10.1710.9
10.1810.10
10.1910.11
10.2010.12
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10.2110.13
10.2210.14
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10.2310.15
10.2410.16
10.17
10.18
10.19
10.20
10.21*
10.25*10.22*
10.26*10.23*
10.27*10.24*
10.28*10.25*
10.29*10.26*
10.30*10.27*
10.31*10.28*
10.32*10.29*
10.33*10.30*
10.34*10.31*
10.32*
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10.33*
10.35*10.34*
10.36*10.35*
10.37*10.36*
10.37*
10.38*
10.39*

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10.40*
10.4110.41*
10.42

(21) Subsidiaries of the registrant.
21.1

(23) Consents of experts and counsel.
23.1

(31) Rule 13a-14(a)/15d-14(a) Certifications.
31(i)(1) 
31(i)(2) 
(32)

(97) Policy relating to recovery of erroneously awarded compensation
97.1
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item15(b)Item 15(b) of this Annual Report on Form 10-K.



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Item 16. Form 10-K Summary

None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.

 Hamilton Beach Brands Holding Company
(Registrant)
SignatureTitleDate
By:  /s/ Michelle O. MosierSally M. CunninghamSenior Vice President, Chief Financial Officer and Treasurer
(Principal
(Principal Financial Officer)/(Principal Accounting Officer)
March 22, 20216, 2024
 Michelle O. MosierSally M. Cunningham

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Hamilton Beach Brands Holding Company hereby appoints Michelle O. Mosier as the true and lawful attorney or attorney-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as director of Hamilton Beach Brands Holding Company, a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2020 and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorney-in-fact full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorney-in-fact substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Gregory H. Trepp 
Gregory H. TreppPresident and Chief Executive Officer (Principal Executive Officer), DirectorMarch 22, 20216, 2024
/s/ Michelle O. MosierSally M. Cunningham 
Michelle O. MosierSally M. CunninghamSenior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)/(Principal Accounting Officer)March 22, 20216, 2024
/s/ Mark R. Belgya
Mark R. BelgyaDirectorMarch 22, 20216, 2024
/s/ J.C. Butler, Jr.
J.C. Butler, Jr.DirectorMarch 22, 20216, 2024
/s/ Paul D. Furlow
Paul D. FurlowDirectorMarch 22, 20216, 2024
/s/ John P. Jumper
John P. JumperDirectorMarch 6, 2024
/s/ Dennis W. LaBarre
Dennis W. LaBarreDirectorMarch 6, 2024
/s/ Michael S. Miller
Michael S. MillerDirectorMarch 6, 2024
/s/ Alfred M. Rankin, Jr.
Alfred M. Rankin, Jr.DirectorMarch 6, 2024
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SignatureTitleDate
/s/ John P. Jumper
John P. JumperDirectorMarch 22, 2021
/s/ Dennis W. LaBarre
Dennis W. LaBarreDirectorMarch 22, 2021
/s/ Michael S. Miller
Michael S. MillerDirectorMarch 22, 2021
/s/ Alfred M. Rankin, Jr.
Alfred M. Rankin, Jr.DirectorMarch 22, 2021
/s/ Thomas T. Rankin
Thomas T. RankinDirectorMarch 22, 20216, 2024
/s/ James A. Ratner
James A. RatnerDirectorMarch 22, 20216, 2024
/s/ Clara R. Williams
Clara R. WilliamsDirectorMarch 22, 20216, 2024
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ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15(a)(1) AND (2)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENTS
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 20202023

HAMILTON BEACH BRANDS HOLDING COMPANY
GLEN ALLEN, VIRGINIA

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FORM 10-K
ITEM 15(a)(1) AND (2)
HAMILTON BEACH BRANDS HOLDING COMPANY
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of Hamilton Beach Brands Holding Company are incorporated by reference in Item 8:
F-3
F-4
F-6
F-7
F-8
F-9
F-10
F-11
The following consolidated financial statement schedule of Hamilton Beach Brands Holding Company is included in Item 15(a)(2):
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, or the required information is shown in the consolidated financial statements, and therefore have been omitted.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors and Stockholders of Hamilton Beach Brands Holding Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hamilton Beach Brands Holding Company (the Company) as of December 31, 20202023 and 2019,2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2020,2023, and the related notes and the financial statement scheduleFinancial Statement Schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 22, 20216, 2024 expressed an adverseunqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Valuation of customer price concession accrual
Description of the Matter
As described in Notes 1 and 9 to the consolidated financial statements, the Company offers price concessions to certain of its customers, which results in variable consideration. The Company recognizes a reduction to revenue and a corresponding accrual for price concessions as the related products are sold based on the estimated amount of customer sales incentives to be deducted by trade customers. This estimate is made by applying either the expected value method or most likely amount method according to which method would provide the better prediction.

Auditing the valuation of the customer price concession accrual was complex and involved especially challenging judgment because the calculation involves subjective management assumptions about estimates of expected price concessions. For example, the adjustment to the price concession accrual reflects management’s assumptions about future deductions to be taken by customers which is subjective in nature as it relies upon retrospective analysis of price concessions claimed by customers and management’s knowledge of its customer base, and changes in those assumptions can have a material effect on the customer price concession accrual.


How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls that address the risk of material misstatement relating to the customer price concession accrual. For example, we tested controls over management’s review of adjustments to the customer price concession accrual, as well as their review of significant assumptions such as the amount of future deductions to be taken by customers. We also tested controls over the completeness and accuracy of data underlying the accrual including the validation of third-party sales data.

Our audit procedures included, among others, testing a sample of the underlying data used by management in development of the customer price concession accrual, testing a sample of credit memos issued subsequent to year-end, evaluated the significant assumptions made by management by performing a hindsight analysis, and performing inquiries of executives within the Company responsible for the respective customer relationships.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 20172017.

Cleveland, Ohio
March 22, 20216, 2024




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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors and Stockholders of Hamilton Beach Brands Holding Company

Opinion on Internal Control overOver Financial Reporting

We have audited Hamilton Beach Brands Holding Company’s internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Hamilton Beach Brands Holding Company (the Company) has not maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2023, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment. Management has identified material weaknesses in internal controls related to (1) the design and operation of review controls at its Mexican subsidiaries over account reconciliations and manual journal entries, (2) the design and operation of transaction level controls at its Mexican subsidiaries over authorizations for spending with vendors, adjusting product costs and selling prices, new customer setup and accounting for price concessions with customers, and (3) the design and operation of controls over the company’s income tax accounting process.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 20202023 consolidated financial statements of the Company. These material weaknesses were considered in determining the nature, timingCompany and extent of audit tests applied in our audit of the 2020 consolidated financial statements, and this report does not affect our report dated March 22, 2021, which6, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting included in Item 9A.Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & Young LLP

Cleveland, Ohio
March 22, 2021






6, 2024



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HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31 Year Ended December 31
202020192018 202320222021
(In thousands, except per share data) (In thousands, except per share data)
RevenueRevenue$603,713 $611,786 $630,082 
Cost of salesCost of sales465,059 483,234 491,030 
Gross profitGross profit138,654 128,552 139,052 
Selling, general and administrative expensesSelling, general and administrative expenses99,990 100,381 104,121 
Amortization of intangible assetsAmortization of intangible assets1,249 1,377 1,381 
Operating profit (loss)Operating profit (loss)37,415 26,794 33,550 
Interest expense, netInterest expense, net1,998 2,975 2,916 
Other expense (income), netOther expense (income), net1,685 (358)149 
Income (loss) from continuing operations before income taxes33,732 24,177 30,485 
Income (loss) before income taxes
Income tax expense (benefit)Income tax expense (benefit)9,665 9,084 7,426 
Net income (loss) from continuing operations24,067 15,093 23,059 
Income (loss) from discontinued operations, net of tax22,191 (28,600)(5,361)
Net income (loss)Net income (loss)$46,258 $(13,507)$17,698 
Basic earnings (loss) per share:
Continuing operations$1.76 $1.10 $1.68 
Discontinued operations1.62 (2.09)(0.39)
Net income (loss)
Net income (loss)
Basic earnings (loss) per shareBasic earnings (loss) per share$3.39 $(0.99)$1.29 
Diluted earnings (loss) per share:
Continuing operations$1.76 $1.10 $1.68 
Discontinued operations1.62 (2.09)(0.39)
Basic earnings (loss) per share
Basic earnings (loss) per share
Diluted earnings (loss) per shareDiluted earnings (loss) per share$3.37 $(0.99)$1.29 
Diluted earnings (loss) per share
Diluted earnings (loss) per share
Basic weighted average shares outstanding
Basic weighted average shares outstanding
Basic weighted average shares outstandingBasic weighted average shares outstanding13,657 13,690 13,699 
Diluted weighted average shares outstandingDiluted weighted average shares outstanding13,712 13,726 13,731 
See notes to consolidated financial statements.

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HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31 Year Ended December 31
202020192018 202320222021
(In thousands) (In thousands)
Net income (loss)Net income (loss)$46,258 $(13,507)$17,698 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax: 
Foreign currency translation adjustmentForeign currency translation adjustment1,481 510 (73)
Loss on long-term intra-entity foreign currency transactions(3,035)(79)(1,006)
Foreign currency translation adjustment
Foreign currency translation adjustment
Gain (loss) on long-term intra-entity foreign currency transactions
Cash flow hedging activityCash flow hedging activity(540)(1,569)100 
Reclassification of foreign currency adjustments into earnings
Reclassification of hedging activities into earningsReclassification of hedging activities into earnings(463)349 153 
Pension plan adjustmentPension plan adjustment630 1,410 (1,920)
Reclassification of pension adjustments into earningsReclassification of pension adjustments into earnings583 348 556 
Total other comprehensive income (loss), net of taxTotal other comprehensive income (loss), net of tax$(1,344)$969 $(2,190)
Comprehensive income (loss)Comprehensive income (loss)$44,914 $(12,538)$15,508 
See notes to consolidated financial statements.

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HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
December 31
December 31December 31
20202019 20232022
(In thousands) (In thousands)
AssetsAssets  Assets  
Current assetsCurrent assets  Current assets  
Cash and cash equivalentsCash and cash equivalents$2,415 $2,142 
Trade receivables, netTrade receivables, net144,797 108,381 
InventoryInventory173,962 109,806 
Prepaid expenses and other current assetsPrepaid expenses and other current assets15,118 11,345 
Current assets of discontinued operations0 5,383 
Total current assets
Total current assets
Total current assetsTotal current assets336,292 237,057 
Property, plant and equipment, netProperty, plant and equipment, net23,490 22,324 
Right-of-use lease assets
GoodwillGoodwill6,253 6,253 
Other intangible assets, netOther intangible assets, net1,892 3,141 
Deferred income taxes6,965 6,248 
Deferred tax assets
Deferred costsDeferred costs13,449 10,941 
Other non-current assetsOther non-current assets2,827 2,085 
Non-current assets of discontinued operations0 614 
Total assetsTotal assets$391,168 $288,663 
Liabilities and stockholders' equity
Total assets
Total assets
Liabilities and stockholders’ equity
Current liabilities
Current liabilities
Current liabilitiesCurrent liabilities
Accounts payableAccounts payable$152,054 $111,348 
Accounts payable to NACCO Industries, Inc.505 496 
Revolving credit agreements0 23,497 
Accounts payable
Accounts payable
Accrued compensation
Accrued compensation
Accrued compensationAccrued compensation15,981 15,027 
Accrued product returnsAccrued product returns6,853 8,697 
Lease liabilities
Other current liabilitiesOther current liabilities23,677 12,534 
Current liabilities of discontinued operations0 29,723 
Total current liabilities
Total current liabilities
Total current liabilitiesTotal current liabilities199,070 201,322 
Revolving credit agreementsRevolving credit agreements98,360 35,000 
Lease liabilities, non-current
Other long-term liabilitiesOther long-term liabilities13,633 16,075 
Total liabilities
Total liabilities
Total liabilitiesTotal liabilities311,063 252,397 
Stockholders’ equityStockholders’ equity
Preferred stock, par value $0.01 per sharePreferred stock, par value $0.01 per share0 
Class A Common stock, par value $0.01 per share; 10,006 and 9,805 shares issued as of December 31, 2020 and 2019, respectively100 98 
Class B Common stock, par value $0.01 per share, convertible into Class A on a 1-for-1 basis; 4,045 and 4,076 shares issued as of December 31, 2020 and 2019, respectively41 41 
Preferred stock, par value $0.01 per share
Preferred stock, par value $0.01 per share
Class A Common stock, par value $0.01 per share; 11,161 and 10,663 shares issued as of December 31, 2023 and 2022, respectively
Class B Common stock, par value $0.01 per share, convertible into Class A on a one-for-one basis; 3,616 and 3,844 shares issued as of December 31, 2023 and 2022, respectively
Capital in excess of par valueCapital in excess of par value58,485 54,509 
Treasury stockTreasury stock(5,960)(5,960)
Retained earningsRetained earnings44,915 3,710 
Accumulated other comprehensive lossAccumulated other comprehensive loss(17,476)(16,132)
Total stockholders’ equityTotal stockholders’ equity80,105 36,266 
Total liabilities and stockholders' equity$391,168 $288,663 
Total liabilities and stockholders’ equity
See notes to consolidated financial statements.
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HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
Year Ended December 31Year Ended December 31
202020192018 202320222021
(In thousands) (In thousands)
Operating activitiesOperating activities   Operating activities  
Net income (loss) from continuing operations$24,067 $15,093 $23,059 
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used for) operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization3,907 4,002 4,277 
Deferred income taxesDeferred income taxes(1,431)1,487 5,474 
Stock compensation expenseStock compensation expense3,978 2,797 3,618 
Brazil foreign currency loss
Brazil foreign currency loss
Brazil foreign currency loss
OtherOther2,055 616 837 
Net changes in operating assets and liabilities:Net changes in operating assets and liabilities:
Affiliate payable
Affiliate payable
Affiliate payableAffiliate payable9 (1,920)(5,300)
Trade receivablesTrade receivables(41,314)(22,769)18,529 
InventoryInventory(65,808)13,674 (12,255)
Other assetsOther assets(550)1,127 (4,586)
Accounts payableAccounts payable40,215 (7,043)(7,719)
Other liabilitiesOther liabilities6,938 (6,842)(7,979)
Net cash provided by (used for) operating activities from continuing operations(27,934)222 17,955 
Net cash provided by (used for) operating activities
Investing activitiesInvesting activities
Expenditures for property, plant and equipmentExpenditures for property, plant and equipment(3,312)(4,122)(7,759)
Expenditures for property, plant and equipment
Expenditures for property, plant and equipment
Issuance of secured loan
OtherOther(500)
Net cash provided by (used for) investing activities from continuing operations(3,812)(4,122)(7,759)
Net cash provided by (used for) investing activities
Financing activitiesFinancing activities
Net additions (reductions) to revolving credit agreements
Net additions (reductions) to revolving credit agreements
Net additions (reductions) to revolving credit agreementsNet additions (reductions) to revolving credit agreements39,761 11,873 (4,597)
Purchase of treasury stockPurchase of treasury stock0 (5,960)
Cash dividends paidCash dividends paid(5,053)(4,851)(4,658)
Financing fees paidFinancing fees paid(528)
Net cash provided by (used for) financing activities from continuing operations34,180 1,062 (9,255)
Cash flows from discontinued operations
Net cash provided by (used for) operating activities from discontinued operations(6,193)3,953 (5,499)
Net cash provided by (used for) investing activities from discontinued operations6 585 (305)
Net cash provided by (used for) financing activities from discontinued operations0 (103)
Cash provided by (used for) discontinued operations(6,187)4,435 (5,804)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash25 (785)309 
Other financing
Net cash provided by (used for) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash
Increase (decrease) for the period from continuing operations2,459 (3,623)1,250 
Increase (decrease) for the year from discontinued operations(6,187)4,435 (5,804)
Increase (decrease) for the year
Increase (decrease) for the year
Increase (decrease) for the year
Balance at the beginning of the year
Balance at the beginning of the year
Balance at the beginning of the yearBalance at the beginning of the year7,164 6,352 10,906 
Balance at the end of the yearBalance at the end of the year$3,436 $7,164 $6,352 
Reconciliation of cash, cash equivalents and restricted cashReconciliation of cash, cash equivalents and restricted cash
Continuing operations:
Reconciliation of cash, cash equivalents and restricted cash
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$2,415 $2,142 $4,420 
Restricted cash included in prepaid expenses and other current assetsRestricted cash included in prepaid expenses and other current assets208 
Restricted cash included in other non-current assetsRestricted cash included in other non-current assets813 
Cash and cash equivalents of discontinued operations0 5,022 1,932 
Total cash, cash equivalents, and restricted cash$3,436 $7,164 $6,352 
Total cash, cash equivalents and restricted cash
Total cash, cash equivalents and restricted cash
Total cash, cash equivalents and restricted cash
See notes to consolidated financial statements.
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HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
Class A Common Stock
Class A Common Stock
Class A Common StockClass B Common StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders’ Equity
(In thousands, except per share data)(In thousands, except per share data)
Balance, January 1, 2021
Net income (loss)
Issuance of common stock, net of conversions
Class A Common StockClass B Common StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders' Equity
Stock compensation expense
Stock compensation expense
Stock compensation expense
Cash dividends, $0.395 per share
(In thousands, except per share data)
Balance, January 1, 2018$88 $48 $47,773 $$7,860 $(13,743)$42,026 
Net income— — — — 17,698 — 17,698 
Issuance of common stock, net of conversions(4)323 — — — 324 
Stock compensation expense— — 3,618 — — — 3,618 
Cash dividends, $0.34 per share— — — — (4,658)— (4,658)
Reclassification due to adoption of ASU 2018-02— — — — 1,168 (1,168)— 
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)Other comprehensive income (loss)— — — — — (2,899)(2,899)
Reclassification adjustment to net incomeReclassification adjustment to net income— — — — — 709 709 
Balance, December 31, 2018$93 $44 $51,714 $$22,068 $(17,101)$56,818 
Net loss— — — — (13,507)— (13,507)
Balance, December 31, 2021
Net income (loss)
Issuance of common stock, net of conversionsIssuance of common stock, net of conversions(3)(2)— — — 
Purchase of treasury stockPurchase of treasury stock— — — (5,960)— — (5,960)
Stock compensation expenseStock compensation expense— — 2,797 — — — 2,797 
Cash dividends, $0.355 per share— — — — (4,851)— (4,851)
Cash dividends, $0.415 per share
Other comprehensive income (loss)Other comprehensive income (loss)— — — — — 272 272 
Reclassification adjustment to net income (loss)Reclassification adjustment to net income (loss)— — — — — 697 697 
Balance, December 31, 2019$98 $41 $54,509 $(5,960)$3,710 $(16,132)$36,266 
Net income    46,258  46,258 
Balance, December 31, 2022
Net income (loss)
Issuance of common stock, net of conversionsIssuance of common stock, net of conversions2  (2)   0 
Purchase of treasury stock
Stock compensation expenseStock compensation expense  3,978    3,978 
Cash dividends, $0.37 per share    (5,053) (5,053)
Cash dividends, $0.435 per share
Other comprehensive income (loss)Other comprehensive income (loss)     (1,464)(1,464)
Reclassification adjustment to net income (loss)Reclassification adjustment to net income (loss)     120 120 
Balance, December 31, 2020$100 $41 $58,485 $(5,960)$44,915 $(17,476)$80,105 
Balance, December 31, 2023
See notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)





NOTE 1 - Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Throughout this Annual Report on Form 10-K and the notes to consolidated financial statements, references to “Hamilton Beach Holding”, “the Company”, “we”, “us” and “our” and similar references are to Hamilton Beach Brands Holding Company and its subsidiaries on a consolidated basis unless otherwise noted or as the context otherwise requires. Hamilton Beach Brands Holding Company is a holding company and operates through its wholly-ownedindirect, wholly owned subsidiary Hamilton Beach Brands, Inc., a Delaware corporation (“HBB”) (collectively “Hamilton Beach Holding” or. HBB is the “Company”).Company’s single reportable segment.

The Company also previously operated through its other wholly-owned subsidiary, The Kitchen Collection, LLC ("KC"), which is reported as discontinued operations in all periods presented herein. KC completed its dissolution on April 3, 2020 with a pro-rata distribution of its remaining assets to creditors, at which time the KC legal entity ceased to exist. See Note 2 for further information on discontinued operations.

The only material assets held by Hamilton Beach Brands Holding CompanyWe are its investments in its consolidated subsidiaries. Substantially all of its cash flows are provided by dividends paid or distributions made by its subsidiaries. Hamilton Beach Brands Holding Company has not guaranteed any obligations of its subsidiaries.

HBB is a leading designer, marketer and distributor of a wide range of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, bars and hotels. HBB operates in the consumer, commercial and specialty small appliance markets.

On September 29, 2017, NACCO Industries, Inc. ("NACCO"), Hamilton Beach Holding's former parent company, spun-off the Company to NACCO stockholders. In the spin-off, NACCO stockholders, in addition to retaining their shares of NACCO common stock, received 1 share of Hamilton Beach Brands Holding Company Class A common stock ("Class A Common") and 1 share of Hamilton Beach Brands Holding Company Class B common stock ("Class B Common") for each share of NACCO Class A or Class B common stock. In accordance with applicable authoritative accounting guidance, the Company accounted for the spin-off from NACCO based on the historical carrying value of assets and liabilities. As a result of the distribution of 1 share of Class A Common and 1 share of Class B Common for each share of NACCO Class A or NACCO Class B common stock, the earnings per share amounts for the Company for periods prior to the spin-off have been calculated based upon the number of shares distributed in the spin-off. NACCO did not receive any proceeds from the spin-off.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)(GAAP). Intercompany balances and transactions have been eliminated.

Prior Period Restatement

During the quarter ended March 31, 2020, the Company discovered certain accounting irregularities at its Mexican subsidiaries.As a result of the investigation performed, the Company, along with the Audit Review Committee and its third party experts, concluded that certain former employees of one of the Company’s Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries that resulted in expenditures being deferred on the balance sheet beyond the period for which the costs pertained.The Company recorded a non-cash write-off for certain amounts included in the Company’s historical consolidated financial statements in trade receivables and prepaid expenses and other current assets, among other corrections, related to these transactions, and restated its consolidated financial statements as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018, and 2017 and each of the quarters during the years ended December 31, 2019 and 2018. The restatement also included corrections for other errors identified as immaterial, individually and in the aggregate, to our consolidated financial statements. All amounts included herein reflect the restated financial statements.





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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




Segment Information

As of December 31, 2020,2023, HBB is the Company’s single reportable operating segment. ThisThe Company’s reportable segment is supporteddetermined based on (1) financial information reviewed by the chief operating decision maker (“CODM”) (2) operational structure of HBBthe Company which is designed and managed to share resources across the entire suite of products offered by the business. Such resources include researchbusiness, and development, product design, marketing, operations, and administrative functions. The Company's chief operating decision maker does not regularly review financial information for individual product categories, sales channels, or geographic regions that would allow decisions to be made about(3) the basis upon which the CODM makes resource allocation of resources or performance.decisions. Since the Company operates in 1one reportable segment, all required financial segment information can be found in the consolidated financial statements.

Discontinued Operations

A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity's operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of December 31, 2019. There are no assets and liabilities of discontinued operations as of December 31, 2020. KC’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.

Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of KC. The discontinued operations exclude general corporate allocations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires managementthe Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosure of contingent assets and liabilities (if any). Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less.

Trade Receivables

Allowances for doubtful accounts are maintained against trade receivables for estimated losses resulting from the inability of customers to make required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as general trends of the entire customer pool. Accounts are written off against the allowance when it becomes evident collection will not occur.
HBBThe Company maintains significant trade receivables balances with several large retail customers. AtAs of December 31, 20202023 and 2019,2022, receivables from HBB’sthe Company’s five largest customers represented 66%72% and 69%73%, respectively, of HBB'sHBB’s net trade receivables. HBB’sThe Company’s significant credit concentration is uncollateralized; however, historically, minimal credit losses have been incurred.











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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

Accounts payable - Supplier Finance Program


The Company has an agreement with a third-party administrator to provide an accounts payable tracking system which facilitates a participating supplier’s ability to monitor and voluntarily elect to sell payment obligations owed by the Company to the designated third-party financial institution. Participating suppliers can sell one or more of the Company’s payment obligations at their sole discretion. The Company has no economic interest in a supplier’s decision to sell one or more of its payment obligations. The Company’s rights and obligations with respect to such payment obligations, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to sell amounts under these arrangements. The agreement has a limit of $60.0 million in payment obligations ($85.0 million during peak season from August to January). There is no requirement to provide assets pledged as security or other forms of guarantees under the agreement. The Company pays the third-party administrator based upon the original payment terms negotiated with participating suppliers. The payment of these obligations by the Company is included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of December 31, 2023 and 2022, the Company has $55.0 million and $23.3 million, respectively, in outstanding payment obligations that are presented in Accounts payable on the Consolidated Balance Sheets. Of these totals, the third-party financial institution has made payments to participating suppliers to settle $48.9 million and $23.3 million, respectively, of our outstanding payment obligations.

Transfer of Financial Assets

HBBThe Company has entered into an arrangement with a financial institution to sell certain U.S. trade receivables on a non-recourse basis. HBB utilizes this arrangement as an integral part of financing working capital.  Under the terms of the agreement, HBBthe Company receives cash proceeds and retains no rights or interest and has no obligations with respect to the sold receivables. These transactions, which are accounted for as sold receivables, which result in a reduction in trade receivables because the agreement transfers effective control over and risk related to the receivables to the buyer. Under this arrangement, HBBthe Company derecognized $162.4$128.7 million, $162.7$118.5 million and $165.4$140.7 million of trade receivables during 2020, 20192023, 2022 and 2018,2021, respectively. The losses incurred on sold receivables in the consolidated results of operations for the years ended December 31, 2020, 2019,2023, 2022 and 20182021 were not material. The Company does not carry any servicing assets or liabilities. Cash proceeds from this arrangement are reflected as operating activities.

Inventory

Inventory is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. Adjustments to the carrying value are recorded for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions.

Assets Held for Sale

We classify assets and liabilities as held for sale (disposal group) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When we classify a disposal group as held for sale, we test for impairment. An impairment charge, up to the carrying value of the disposal group, is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale.

During the fourth quarter of 2020, wethe Company committed to a plan to sell ourits Brazilian subsidiary and determined that weit met all of the criteria to classify the assets and liabilities of this business as held for sale. We expectIn April 2021, the divestitureCompany made the decision to occur duringwind down the fiscal year ended December 31, 2021.Brazilian subsidiary and enter into a licensing agreement with a third party to service the Brazilian market. The carrying amounts of the major classesassets were reclassified to held and used during the second quarter of assets that2021. During the first quarter of 2022, the criteria for substantially complete liquidation were classified as held for sale are as follows: $2.6 million of Trade receivables, net,met, and $0.8 million of Inventory. As of December 31, 2020, the total of these amounts are included in the Prepaid expenses and other current assets line item on the Consolidated Balance Sheet. The carrying value of disposal group approximates the fair value, which we determined based on the expected sales price. In addition, the disposal group had $2.3$2.1 million of accumulated other comprehensive losses at Decemberwere released into other expense (income), net in the consolidated results of operations during the three months ended March 31, 2020, which will be recognized in net income in 2021 upon deconsolidation.2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation, amortization and accumulated impairment losses. Depreciation and amortization are recorded generally using the straight-line method over the estimated useful lives of the assets. Estimated lives for buildings are up to 40 years, and for machinery, equipment and furniture and fixtures range from three to seven years. Leasehold improvements are depreciated over the shorter of the estimated useful life or the term of the lease. The units-of-production method is used to amortize certain tooling for sourced products. Costs incurred to develop software for internal use are capitalized and amortized over the estimated useful life of the software. Gains or losses from the sale of assets are included in selling, general and administrative expenses. Repairs and maintenance are charged to expense as incurred. Interest is capitalized for qualifying long-term capital asset projects as a part of the historical cost of acquiring the asset.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




The Company evaluates long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is estimated at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. Goodwill is not amortized but evaluated at least annually for impairment. The Company conducts its annual test for impairment as of October 1 of each year and it may be conducted more frequently if changes in circumstances or the occurrence of events indicates that a potential impairment exists. Using a qualitative assessment in the current year, the Company determined that it was more-likely-than-not that the goodwill was not impaired and a quantitative test for impairment was not required.

Intangible assets with finite lives are amortized over their estimated useful lives, which represent the period over which the asset is expected to contribute directly or indirectly to future cash flows. Intangible assets with finite lives are reviewed for impairment whenever events and circumstances indicate the carrying value of such assets may not be recoverable and exceed their fair value. If an impairment loss exists, the carrying amount of the intangible asset is adjusted to a new cost basis. The new cost basis is amortized over the remaining useful life of the asset.

NaNNo impairment has been recognized for identifiable intangible assets or goodwill for any period presented.

Environmental Liabilities

HBBThe Company and environmental consultants are investigating or remediating historical environmental contamination at some current and former sites operated by HBBthe Company or by businesses ithas acquired. Liabilities for environmental matters are recorded in the period when it is determined to be probable and reasonably estimable that the Company will incur costs. When only a range of amounts is reasonably estimable and no amount within the range is more probable than another, the Company records the low end of the range. Environmental liabilities are recorded on an undiscounted basis and associated expense is recorded in selling, general and administrative expenses. When recovery of a portion of an environmental liability is probable, such amounts are recognized as a reduction to selling, general and administrative expenses and included in prepaid expenses and other current assets (current portion) and other non-current assets until settled.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to the Company'sCompany’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are excluded from revenue. At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promised good or service that is distinct. The Company has elected to account for shipping and handling activities performed after a customer obtains control of the goods as activities to fulfill the promise to transfer the goods, and therefore these activities are not assessed as a separate service to customers. The amount of revenue recognized varies primarily with price concessions and changes in returns. In addition, theThe Company offers price concessions to ourits customers for incentive offerings, special pricing agreements, price competition, promotions or other volume-based arrangements. We determineThe Company determines whether price concessions offered to ourits customers are a reduction of the transaction price and revenue or are advertising expense, depending on whether we receivethe Company receives a distinct good or service from ourits customers and, if so, whether wethe Company can reasonably estimate the fair value of that distinct good or service. WeThe Company evaluated such agreements with ourits customers and determined they should be accounted for as variable consideration.

To estimate variable consideration, the Company applies both the expected value method and most likely amount method based on the form of variable consideration, according to which method would provide the better prediction. The expected value method involves a probability weighted determination of the expected amount, whereas the most likely amount method identifies the single most likely outcome in a range of possible amounts.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




Product Development Costs

Expenses associated with the development of new products and changes to existing products are charged to expense as incurred. These costs, included in selling, general and administrative expenses, amounted to $10.0$12.4 million, $12.1$11.8 million and $11.0$8.6 million in 2020, 2019,2023, 2022 and 2018,2021, respectively.

Foreign Currency

Assets and liabilities of foreign operations are translated into U.S. dollars at the fiscal year-end exchange rate. Revenue and expenses of all foreign operations are translated using average monthly exchange rates prevailing during the year. The related translation adjustments, including translation on long-term intra-entity foreign currency transactions, are recorded as a separate component of stockholders’ equity.

Financial Instruments

Financial instruments held by the Company include cash and cash equivalents, trade receivables, accounts payable, revolving credit agreements, interest rate swap agreements and forward foreign currency exchange contracts. The Company does not hold or issue financial instruments or derivative financial instruments for trading purposes. Interest rate swap agreements and forward foreign currency exchange contracts held by the Company have been designated as hedges of forecasted cash flows. The Company holds these derivative contracts with high-quality financial institutions and limits the amount of credit exposure to any one institution. The Company does not currently hold any nonderivative instruments designated as hedges or any derivatives designated as fair value hedges.

The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies. The Company offsets fair value amounts related to foreign currency exchange contracts executed with the same counterparty. These contracts hedge firm commitments and forecasted transactions relating to cash flows associated with sales and purchases denominated in currencies other than the subsidiaries’ functional currencies. Changes in the fair value of forward foreign currency exchange contracts that are effective as hedges are recorded in accumulated other comprehensive income (loss) (“AOCI”). Deferred gains or losses are reclassified from AOCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in cost of sales.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
The Company uses interest rate swap agreements to partially reduce risks related to floating rate financing agreements that are subject to changes in the market rate of interest. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. The Company’s interest rate swap agreements and its variable rate financings are predominately based upon LIBOR (London Interbank OfferedSOFR (Secured Overnight Financing Rate). For cash flow hedges, the Company formally assesses, both at inception and on a quarterly basis thereafter, whether the designated derivative instrument is highly effective in offsetting changes in cash flows of the hedged item. Changes in the fair value of interest rate swap agreements that are effective as hedges are recorded in AOCI. Deferred gains or losses are reclassified from AOCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense, net. The Company discontinues hedge accounting prospectively when the derivative is not highly effective as a hedge, the underlying hedged transaction is no longer probable or the hedging instrument expires, is sold, terminated or exercised.

The Company periodically enters into foreign currency exchange contracts that do not meet the criteria for hedge accounting. These derivatives are used to reduce the Company’s exposure to foreign currency risk related to forecasted purchase or sales transactions or forecasted intercompany cash payments or settlements. Gains and losses on these derivatives are included in other expense, net.

Cash flows from hedging activities are reported in the Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




Fair Value Measurements

The Company defines the fair value measurement of its financial assets and liabilities as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3 - Unobservable inputs are used when little or no market data is available.

The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.

Stock Compensation

Pursuant to the Executive Long-Term Equity Incentive Plan (the "Executive Plan"“Executive Plan”) established in September 2017, and amended and restated in March 2020,2022, the Company grants stockshares of Class A Common, subject to transfer restrictions, as a means of retaining and rewarding selected employees for long-term performance. Shares awarded under the Executive Plan are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the restriction period ends after three, five or ten years from the award date or at the earliest of (i)(1) three years after the participant'sparticipant’s retirement date, or (ii)(2) the participant'sparticipant’s death or permanent disability. The Company issued 94,898, 118,688,169,227, 150,062 and 5,512158,272 shares of stock of Class A Common in the years ended December 31, 2020, 2019,2023, 2022 and 2018,2021, respectively. After the issuance of these shares, there were 430,902553,341 shares of Class A common stockCommon available for issuance under this plan. Stock compensation expense related to the Executive Plan was $2.9$4.2 million, $1.6$2.3 million and $2.7$2.1 million for the years ended December 31, 2020, 2019,2023, 2022 and 2018,2021, respectively, and was based on the fair value of Class A Common on the grant date.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
The Company also has a stock compensation plan for non-employee directors of the Company under which a portion of the annual retainer for each non-employee director is paid in transfer-restricted shares of Class A common stock.Common. For the year ended DecemberDecember 31, 2020, $100,0002023, $110,000 ($150,000 for the Chairman) of the non-employee director'sdirector’s annual retainer of $162,000$175,000 ($250,000 for the Chairman) was paid in transfer-restricted shares of Class A common stock.Common. For the year ended December 31, 2019, $95,0002022, $110,000 ($150,000 for the Chairman) of the non-employee director'sdirector’s annual retainer of $155,000$175,000 ($250,000 for the Chairman) was paid in transfer-restricted shares of Class A common stock.Common. Shares awarded under the plan are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the transfer restriction period ends at the earliest of (i)(1) ten years after the Quarter Date with respect to which such Required Shares were issued or transferred, (ii)(2) the date of the director'sdirector’s death or date the director terminates service as a director due to permanent disability, (iii)(3) five years (or earlier with the approval of the Board of Directors)Board) after the director'sdirector’s date of retirement from the Board, of Directors, or (iv)(4) the date the director has both retired from the Board of Directors and has reached age 70. Pursuant to this plan, the Company issued 74,337100,238, 90,223 and 50,237, and 33,82257,735 shares in the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively. In addition to the mandatory retainer fee received in transfer-restricted stock, directors may elect to receive shares of Class A common stockCommon in lieu of cash for up to 100% of the balance of their annualannual retainer, committee retainer and any committee chairman'schairman’s fees. These voluntary shares are not subject to any restrictions.restrictions. There were no shares issued under voluntary elections in 2023 and 2022. Total shares issued under voluntary elections were 2,3431,768 in 2020. NaN shares were issued under voluntary elections in 2019.2021. After the issuance of these shares, there were 41,60493,408 shares of Class A common stockCommon available for issuance under this plan. Stock compensation expense related to these awards was $1.2 million, $1.1 million $1.2 million, and $0.9$1.1 million for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively. Stock compensation expense represents fair value based on the market price of the shares of Class A common stockCommon on the grant date.

Leases

The Company adopted Topic 842 on January 1, 2022. The Company determines whether an arrangement is a lease at inception, considering whether the contract conveys a right to control the use of the identified asset for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases are included in Right-of-use lease assets, Lease liabilities and Lease liabilities, non-current on the Consolidated Balance Sheets.

Right-of-use lease assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Lease liabilities are classified between current and non-current liabilities based on their contractual payment terms. The right-of-use lease asset includes prepaid rent and reflects the unamortized balance of lease incentives. The Company’s leases may include renewal options, and the renewal option is included in the lease term if it is concluded that it is reasonably certain that we will exercise that option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company has operating leases for real estate, equipment and production specific tooling assets used by our third-party suppliers. The Company has finance leases for certain equipment. The Company has elected not to record short-term leases with initial terms of twelve months or less in its Consolidated Balance Sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense for finance leases is recognized on a straight-line basis over the lease term unless a purchase option is exercised to transfer title at the end of the lease term in which case the expense is amortized over the useful life of the asset. Variable lease payments that do not depend on an index or a rate, such as the Company’s proportionate share of actual costs for utilities, common area maintenance, insurance and property taxes, are excluded from the measurement of the lease liability, unless subject to fixed minimum requirements, and are recognized as variable lease cost when the obligation for that payment is incurred. The Company combines lease and non-lease components as a single component for all asset classes. Lease expense is classified as cost of sales or selling, general and administrative expenses in its Consolidated Statements of Operations based on the use of the leased item.

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company’s estimated incremental borrowing rate reflects a secured rate based on recent debt issuances, its estimated credit rating, lease term, as well as publicly available data for instruments with similar characteristics.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)





Treasury Stock

The Company records the aggregate purchase price of treasury stock at cost and includes treasury stock as a reduction to stockholders'stockholders’ equity.

Income Taxes

Tax law requires certain items to be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible for tax purposes, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities using currently enacted tax rates. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the provision for income taxes in the period that includes the enactment date. ManagementThe Company is required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. Changes in the calculated deferred tax assets and liabilities may occur in certain circumstances, including statutory income tax rate changes, statutory tax law changes or changes in the Company'sCompany’s structure or tax status.

The Company'sCompany’s tax assets, liabilities and tax expense are supported by historical earnings and losses and the Company'sCompany’s best estimates and assumptions of future earnings.earnings by jurisdiction. The Company assesses whether a valuation allowance should be established against the Company'sCompany’s deferred tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses. When the Company determines, based on all available evidence, that it is more likely than not that deferred tax assets will not be realized, a valuation allowance is established.

Accounting Standards Not Yet Adopted

The Company is an emerging growth company and has elected not to opt out of the extended transition period for complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public or nonpublic entities, the Company can adopt the new or revised standard at the time nonpublic entities adopt the new or revised standard.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)," which requires an entity to recognize assets and liabilities for the rights and obligations created by leased assets. For nonpublic entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is planning to adopt ASU 2016-02 when required and is currently evaluating to what extent ASU 2016-02 will affect the Company's financial position, results of operations, cash flows and related disclosures.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326)," which requires an entity to recognize and present financial assets at the net amount expected to be collected. This guidance replaces the current incurred loss impairment methodology for recognizing credit losses for financial assets and requires consideration of a broader range of reasonable and supportable information for estimating credit losses. The Company considers a combination of factors, such as historical losses, the aging of trade receivables, customers’ financial strength, credit standing and payment and default history in determining the appropriate estimate of expected credit losses. The Company adopted ASU 2016-13 and related amendments for the fiscal year beginning January 1, 2023; however, the adoption of this guidance did not have a material impact on the Company’s financial condition, results of operations or cash flows.

In September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The new accounting rules create certain disclosure requirements for a buyer in a supplier finance program. The new accounting rules require qualitative and quantitative disclosures including key terms of the program, balance sheet presentation of related amounts, and the obligation amount the buyer has confirmed as valid to the finance provider, including a rollforward of the obligation. Only the amount of the obligation outstanding is required to be disclosed in interim periods. The accounting rules do not impact the recognition, measurement, or financial statement presentation of supplier finance program obligations. The Company adopted this guidance in the first quarter of 2023. The new accounting rules did not have an allowance rather than asimpact on the Company’s financial condition, results of operations or cash flows. The Company included a write-down. For nonpublic entities,new disclosure in accordance with the amendments arenew accounting rules. The annual requirement for the rollforward of the obligation is not effective foruntil the fiscal yearsyear beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted.January 1, 2024. The Company is planning to adopt ASU 2016-03 for its year ending December 31, 2022 and is currently evaluating to what extent ASU 2016-13 will affect the Company's financial position, results of operations, cash flows and related disclosures.at this time.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

Recently Issued Accounting Standards



NOTE 2 - Discontinued OperationsIn November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements on an annual and interim basis. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Updates should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently in the process of evaluating the impact of the new requirements but does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

On October 10, 2019,In December 2023, the Board approvedFASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances income tax disclosure requirements primarily involving more detailed disclosure for income taxes paid and the wind downeffective tax rate reconciliation. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively but retrospective application is permitted. The Company is currently in the process of KC's retail operations dueevaluating the impact of the new requirements but does not expect the adoption of this guidance to further deterioration in foot traffic which lowered the Company's outlook for the prospect ofhave a future return to profitability. By December 31, 2019, all retail stores were closed and operations ceased. Accordingly, KC is reported as discontinued operations in all periods presented. KC completed its dissolution on April 3, 2020 with a pro-rata distribution of its remaining assets to creditors, at which time the KC legal entity ceased to exist and was no longer consolidated by the Company. Neither Hamilton Beach Brands Holding Company nor Hamilton Beach Brands, Inc. received a distribution.

KC’s operating results are reflected as discontinued operations for all periods presented. The major line items constituting the income (loss) from discontinued operations, net of tax are as follows:

 Year Ended December 31
 202020192018
 (In thousands)
Revenue$631 $100,860 $113,469 
Cost of sales0 62,927 61,972 
Gross profit631 37,933 51,497 
Selling, general and administrative expenses1,346 54,047 58,035 
Adjustment of lease termination liability (1)
(16,457)15,186 
Adjustment of other current liabilities(2)
(6,608)
Operating profit (loss)22,350 (31,300)(6,538)
Interest expense0 583 361 
Other expense, net88 26 33 
Income (loss) from discontinued operations before income taxes22,262 (31,909)(6,932)
Income tax expense (benefit)71 (3,309)(1,571)
Income (loss) from discontinued operations, net of tax$22,191 $(28,600)$(5,361)

(1)    For the year ended December 31, 2020, represents an adjustment to the lease termination obligation basedmaterial impact on the final distribution of KC's remaining assets on April 3, 2020.
(2)    Represents an adjustment to the carrying value of substantially all of the other current liabilities based on the final distribution of KC's remaining assets on April 3, 2020.






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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)





Due to the dissolution of KC, there were no assets or liabilities associated with KC as of December 31, 2020. The major classes of assets and liabilities included as part of discontinued operations as of December 31, 2019 are as follows:

December 31
2019
(In thousands)
Assets
Cash and cash equivalents$5,022 
Prepaid expenses and other current assets361 
Current assets of discontinued operations$5,383 
Deferred income taxes614 
Non-current assets of discontinued operations$614 
Liabilities
Accounts payable$4,594 
Lease termination liability17,248 
Other current liabilities7,881 
Current liabilities of discontinued operations$29,723 

Neither Hamilton Beach Brands Holding Company nor HBB has guaranteed any obligations of KC.Company’s consolidated financial statements.

NOTE 32 - Property, Plant and Equipment, Net

Property, plant and equipment, net includes the following:
December 31 December 31
20202019 20232022
LandLand$226 $226 
Furniture and fixturesFurniture and fixtures10,957 10,169 
Building and improvementsBuilding and improvements10,145 10,116 
Machinery and equipmentMachinery and equipment33,601 32,761 
Internal-use capitalized softwareInternal-use capitalized software15,582 2,902 
Construction in progress, including internal-use capitalized software not yet in serviceConstruction in progress, including internal-use capitalized software not yet in service1,214 11,685 
Property, plant and equipment, at costProperty, plant and equipment, at cost71,725 67,859 
Less allowances for depreciation and amortizationLess allowances for depreciation and amortization48,235 45,535 
$23,490 $22,324 

Depreciation expense from property, plant and equipment, net for the years ended December 31, 2023, 2022 and 2021 was $4.2 million, $4.7 million, and $4.7 million, respectively.











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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




NOTE 43 - Intangible Assets

Intangible assets other than goodwill, which are subject to amortization, consist of the following:
 Gross Carrying
Amount
Accumulated
Amortization
Net
Balance
Balance at December 31, 2020   
Customer relationships$5,760 $(5,760)$0 
Trademarks3,100 (1,208)1,892 
Other intangibles1,240 (1,240)0 
$10,100 $(8,208)$1,892 
Balance at December 31, 2019   
Customer relationships$5,760 $(4,840)$920 
Trademarks3,100 (1,008)2,092 
Other intangibles1,240 (1,111)129 
$10,100 $(6,959)$3,141 

 Gross Carrying
Amount
Accumulated
Amortization
Net
Balance
Balance as of December 31, 2023   
Trademarks$3,100 $(1,808)$1,292 
$3,100 $(1,808)$1,292 
Balance as of December 31, 2022   
Trademarks3,100 (1,608)1,492 
$3,100 $(1,608)$1,492 

Amortization expense for intangible assets was $1.2$0.2 million for each of the years presented in 2020, and $1.4 million in 2019 and 2018.

the consolidated statements of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
Expected annual amortization expense of intangible assets for the next five years is $0.2 million. The weighted average amortization period forremaining useful life of the trademark intangible assetsasset is approximately 8.96.5 years.

NOTE 54 - Current and Long-Term Financing

Financing arrangements exist at the subsidiary level. Hamilton Beach Brands Holding Company has not guaranteed any borrowings of its subsidiaries.

The following table summarizes HBB'sHBB’s available and outstanding borrowings:
December 31 December 31
20202019 20232022
Total outstanding borrowings for continuing operations:  
Total outstanding borrowings:Total outstanding borrowings:  
Revolving credit agreementsRevolving credit agreements$98,360 $58,305 
Book overdrafts0 192 
Total outstanding borrowings
Total outstanding borrowings
Total outstanding borrowingsTotal outstanding borrowings$98,360 $58,497 
Current portion of borrowings outstanding$0 $23,497 
Long-term portion of borrowings outstanding98,360 35,000 
$98,360 $58,497 
  
Total available borrowings, net of limitations, under revolving credit agreementsTotal available borrowings, net of limitations, under revolving credit agreements$123,277 $114,366 
  
Unused revolving credit agreements$24,917 $56,061 
Total available borrowings, net of limitations, under revolving credit agreements
Total available borrowings, net of limitations, under revolving credit agreements
 
Unused available borrowings
    
Weighted average stated interest rate on total borrowingsWeighted average stated interest rate on total borrowings2.51 %4.16 %Weighted average stated interest rate on total borrowings6.84 %3.80 %
Weighted average effective interest rate on total borrowings (including interest rate swap agreements)Weighted average effective interest rate on total borrowings (including interest rate swap agreements)2.88 %3.82 %Weighted average effective interest rate on total borrowings (including interest rate swap agreements)4.25 %3.49 %

Including swap settlements, interest paid on total debt was $2.1$3.0 million, $3.1$4.5 million and $3.1$2.8 million during 2020, 2019,2023, 2022 and 2018,2021, respectively. Interest capitalized was $0.3 millionnot material in 2020, $0.4 million in 20192023, 2022 and $0.3 million in 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

2021.



On November 23, 2020, HBB entered into Amendment No. 8 to Amended and Restated Credit Agreement. The Agreement amended and restated the Credit Agreemenhat in its entirety and extended the term of HBB'ss a $150.0 million senior secured floating-rate revolving credit facility to (the “HBB Facility”) that expires in June 30, 2025 increased the credit facility from $115.0 million to $125.0 million, amended the pricing grid and provided for an accordion feature to increase the facility by an additional $25 million upon HBB's request, subject to Lender consent.. The Company expects to continue to borrow against the facility and make voluntary repayments within the next twelve months. As a resultRepayment of the amendment, repayment of the credit facilityHBB Facility is due on June 30, 2025, therefore all borrowings are classified as long termlong-term debt as of December 31, 2020.2023. The obligations under the HBB Facility are secured by substantially all of HBB'sHBB’s assets. The HBB Facility also requires HBB to achieve a minimum fixed charge coverage ratio in certain circumstances, as defined in the HBB Facility. As of December 31, 2023, HBB was in compliance with all financial covenants in the HBB Facility.

The maximum availability under the HBB Facility is governed by a borrowing base derived from advance rates against eligible trade receivables, inventoryinventory and trademarks of the borrowers, as defined in the HBB Facility. Borrowings bear interest at a floating rate, which can be a base rate, LIBOR,SOFR or bankers'bankers’ acceptance rate, as defined in the HBB Facility, plus an applicable margin. The applicable margins, effective December 31, 2020,2023, for base rate loans and LIBORSOFR loans denominated in U.S. dollars were 0.0%0.00% and 1.75%1.55%, respectively. The applicable margins, effective December 31, 2020,2023, for base rate loans and bankers'bankers’ acceptance loans denominated in Canadian dollars were 0.0%0.00% and 1.75%1.55%, respectively. The HBB Facility also requires a fee of 0.25% per annum on the unused commitment. The margins and unused commitment fee under the HBB Facility are subject to quarterly adjustment based on average excess availability.

To reduce the exposure to changes in the market rate of interest, HBB has entered into interest rate swap agreements for a portion of the HBB Facility. Terms of the interest rate swap agreements require HBB to receive a variable interest rate and pay a fixed interest rate. HBB has interest rate swaps with notional values totaling $25.0 million at December 31, 2020 at an average fixed interest rate of 1.7%.

The HBB Facility includes restrictive covenants, which, among other things, limit the payment of dividends to Hamilton Beach Holding, subject to achieving availability thresholds. Under Amendment No. 8 to the HBB Facility, dividends to Hamilton Beach HoldingDividends are not to exceed $6.0$7.0 million during any calendar year to the extent that for the thirty days prior to the dividend payment date, and after giving effect to the dividend payment, HBB maintains excess availability of not less than $15.0$18.0 million. Dividends to Hamilton Beach HoldingDividend amounts are discretionary to the extent that for the 30thirty days prior to the dividend payment date, and after giving effect to the dividend payment, HBB maintains excess availability of not less than $25.0$30 million. The HBB Facility also requires HBBCompany expects to achieve a minimum fixed charge coverage ratio in certain circumstances, as defined incontinue to borrow against the HBB Facility. At December 31, 2020, HBB was in compliance with all financial covenants infacility and make voluntary repayments within the HBB Facility.next twelve months.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
NOTE 65 - Fair Value Disclosure

Recurring Fair Value Measurements

The Company measures its derivatives at fair value using significant observable inputs, which is Level 2 as defined in the fair value hierarchy. The Company uses a present value technique that incorporates the LIBORSOFR swap curve, foreign currency spot rates and foreign currency forward rates to value its derivatives, including its interest rate swap agreements and foreign currency exchange contracts, andcontracts. The Company also incorporates the effect of its subsidiaryHBB and counterparty credit risk into the valuation.

Other Fair Value Measurement Disclosures

The carrying amounts of cash and cash equivalents, trade receivables and accounts payable approximate fair value due to the short-term maturities of these instruments. The fair valuesvalue of revolving credit agreements,the HBB Facility, including book overdrafts, which approximate book value, were determined using current rates offered for similar obligations taking into account subsidiaryHBB’s credit risk, which is Level 2 as defined in the fair value hierarchy. The fair value of assets held for sale, classified as Level 3, were determined using a market approach based on market participant inputs.

There were no transfers into or out of Levels 1, 2 or 23 during the years ended December 31, 20202023 and 2019. There was one transfer into Level 3 related to the $3.4 million of assets held for sale during the year ended December 31, 2020.2022.

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HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




NOTE 76 - Derivative Financial Instruments

Foreign Currency Derivatives

HBB held forward foreign currency exchange contracts with total notional amounts of $12.3$16.9 million and $13.2$11.3 million atas of December 31, 2020,2023 and 2019,2022, respectively, denominated primarily in Canadian dollars and Mexican pesos. The fair value of these contracts approximated a payable of $0.5 million atas of December 31, 20202023 and a payablereceivable of $0.3$0.1 million atas of December 31, 2019.2022.

Forward foreign currency exchange contracts that qualify for hedge accounting are used to hedge transactions expected to occur within the next twelve months. The mark-to-market effect of forward foreign currency exchange contracts that are considered effective as hedges has been included in AOCI.

Interest Rate Derivatives

HBB has interest rate swaps that hedge interest payments on its one-month LIBORSOFR borrowings. All swaps have been designated as cash flow hedges.

The following table summarizes the notional amounts, related rates and remaining terms of interest rate swap agreements for HBB atas of December 31, in millions:
Notional AmountAverage Fixed RateRemaining Term at Notional AmountAverage Fixed RateRemaining Term at
2020201920202019December 31, 2020 2023202220232022December 31, 2023
Interest rate swapsInterest rate swaps$0 $20.0 0 %1.4 %n/aInterest rate swaps$25.0 $$50.0 1.6 1.6 %0.9 %Extending to January 2024
Interest rate swapsInterest rate swaps$25.0 $15.0 1.7 %1.6 %Extending to January 2024Interest rate swaps$25.0 $$— 1.4 1.4 %— %Extending to January 2028
Delayed start interest rate swapsDelayed start interest rate swaps$0 $10.0 0 %1.7 %n/aDelayed start interest rate swaps$25.0 $$50.0 1.8 1.8 %1.6 %Extending to January 2029

The fair value of HBB'sHBB’s interest rate swap agreements was a payablereceivable of $1.2$4.0 million atas of December 31, 20202023 and a payablereceivable of $0.1$5.4 million atas of December 31, 2019.2022. The mark-to-market effect of interest rate swap agreements that are considered effective as hedges has been included in AOCI. The interest rate swap agreements held by HBB on December 31, 20202023 are expected to continue to be effective as hedges.
The following table summarizes the fair value of derivative instruments at December 31 as recorded in the Consolidated Balance Sheets:
 Asset DerivativesLiability Derivatives
 Balance sheet location20202019Balance sheet location20202019
Interest rate swap agreements      
CurrentPrepaid expenses and other current assets$0 $Other current liabilities$380 $21 
Long-termOther non-current assets0 Other long-term liabilities779 61 
Foreign currency exchange contracts      
CurrentPrepaid expenses and other current assets0 Other current liabilities518 308 
Total derivatives $0 $ $1,677 $390 









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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

The following table summarizes the fair value of derivative instruments as of December 31, as recorded in the Consolidated Balance Sheets:
 Asset DerivativesLiability Derivatives
 Balance sheet location20232022Balance sheet location20232022
Interest rate swap agreements      
CurrentPrepaid expenses and other current assets$511 $837 Other current liabilities$ $— 
Long-termOther non-current assets3,501 4,539 Other long-term liabilities — 
Foreign currency exchange contracts      
CurrentPrepaid expenses and other current assets 174 Other current liabilities538 101 
Total derivatives $4,012 $5,550  $538 $101 



NOTE 87 - Leasing Arrangements

HBBOn January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842)”, which at commencement of the Company’s leases, requires recognition of right-of-use assets and corresponding liabilities based on the present value of future lease payments over the lease term. Some of the Company’s leases, primarily those for real estate assets, may contain both lease and non-lease components, the Company has elected to combine and account for lease and non-lease components as a single lease component. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets and lease expense for these leases are recognized on a straight-line basis over the lease term. The Company’s leases have remaining lease terms of one month to 11 years, some of which include options to extend the leases for up to 5 years. The renewal option is included in the lease term if it is concluded that it is reasonably certain that the Company will exercise that option.

The assets associated with the Company’s leases primarily consist of real estate and equipment. Real estate leases are comprised of warehouses, corporate headquarters and sales offices. Equipment leases include office and warehouse facilitiesequipment as well as machinery and equipmentCompany specific tooling used by third-party suppliers in the production process. Payments under noncancellable operating leases that expire at various dates through 2034. Many leases include renewal and/these lease arrangements may be fixed or fair value purchase options.variable.
December 31
20232022
Operating lease cost$8,380 $7,841 
Finance lease cost
Amortization of leased assets29 — 
Interest on lease liabilities14 — 
Finance lease cost43 — 
Variable lease cost (1)
354,024 357,569 
Short term lease cost (2)
280 834 
Total lease cost$362,727 $366,244 

Future minimum operating lease payments at December 31, 2020 are:(1) Primarily related to production specific tooling assets provided by third-party suppliers which are included in product purchases.
 Operating
Leases
2021$7,081 
20226,738 
20236,405 
20246,355 
20256,395 
Subsequent to 202544,117 
Total minimum lease payments$77,091 
(2) Leases with an initial term of 12 months or less

Rental expense from continuing operations netDuring the second quarter of sublease rental income2023, the Company recognized a $0.5 million impairment charge related to the consolidation of warehouses and the intention to sub-lease to a third-party, which is included within cost of sales in the Consolidated Statement of Operations. The impairment was measured using a discounted cash flow based on the marketed rate of the warehouse and the time expected to identify a sub-lessor.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
The following table presents supplemental cash flow and non-cash information related to leases:
December 31
20232022
Cash paid for amounts included in the measurement of lease liabilities – operating cash flows from leases$8,429 $7,750 
Right-of-use assets obtained in exchange for lease obligations of operating leases – non-cash activity$981 $5,430 
Right-of-use assets obtained in exchange for lease obligations of finance leases – non-cash activity$377 $— 

The following table reconciles the undiscounted future lease payments for all operating and finance leases is reportedto the lease liabilities recorded in selling, generalthe Consolidated Balance Sheet as of December 31, 2023:
Undiscounted Future Lease Payments
2024$8,398 
20256,609 
20266,062 
20275,768 
20285,566 
Thereafter27,780 
Total lease payments60,183 
Less: impact of discounting12,091 
Present value of lease payments$48,092 

The following table summarizes the weighted-average lease term and administrative expenses and was $6.2 million in 2020 and $5.6 million in 2019 and 2018.discount rate.
December 31
20232022
Weighted average remaining lease term - operating leases9.09.7
Weighted average remaining lease term - finance leases4.50.0
Weighted average discount rate - operating leases (1)
5.0 %4.8 %
Weighted average discount rate - finance leases (1)
7.6 %— %
(1) The discount rates used to present value the lease liabilities are based on estimates of the Company’s incremental borrowing rate.

As of December 31, 2023, the Company did not have any additional material operating or finance leases that had not yet commenced.

NOTE 98 - Stockholders' Equity and Earnings Per Share

Capital Stock

The authorized capital stock of the Company consists of Class A Common, Class B Common and one series of Preferred stock. Voting, dividend, conversion and liquidation rights of the Preferred stock isare established by the Board upon issuance of such preferredPreferred stock.

Hamilton Beach Brands Holding CompanyThe Company’s Class A Common is traded on the New York Stock Exchange under the ticker symbol “HBB.” Because of transfer restrictions on Class B Common, no trading market has developed, or is expected to develop, for the Class B Common.

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HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
Subject to the rights of the holders of any series of preferred stock, each share of Class A Common will entitle the holder of the share to 1one vote on all matters submitted to stockholders, and each share of the Company'sCompany’s Class B Common will entitle the holder of the share to 10ten votes on all such matters. Subject to the rights of the preferred stockholders, each share of Class A Common and Class B Common will be equal in respect of rights to dividends, except that in the case of dividends payable in stock, only Class A Common will be distributed with respect to Class A Common and only Class B Common will be distributed with respect to Class B Common. As the liquidation and dividend rights are identical, any distribution of earnings would be allocated to Class A and Class B stockholders on a proportionate basis, and accordingly the net income per share for each class of common stock is identical.

The following table sets forth the Company’s authorized capital stock information:
December 31
20232022
Preferred stock, par value $0.01 per share
Preferred stock authorized5,000 5,000 
Preferred stock outstanding — 
Class A Common stock, par value $0.01 per share
Class A Common authorized70,000 70,000 
Class A Common issued(1)(2)
11,161 10,663 
Treasury Stock877 626 
Class B Common stock, par value $0.01 per share, convertible into Class A on a one-for-one basis
Class B Common authorized30,000 30,000 
Class B Common issued(1)
3,616 3,844 
(1)    Class B Common converted to Class A Common were 228 shares during 2023 and 156 shares 2022.
(2)     The Company issued Class A Common of 270 during 2023 and 240 during 2022 related to the Company’s stock compensation plan.

Stock Repurchase Program

In November 2023, the Company’s Board approved a stock repurchase program for the purchase of up to $25 million of the Company’s Class A Common outstanding starting January 1, 2024 and ending December 31, 2025. The Company's previously authorized share buyback program was approved by the Company’s Board in February 2022 for the purchase of up to $25 million of the Company’s Class A Common outstanding starting February 22, 2022 and ending December 31, 2023.

During the years ended December 31, 2023 and 2022, the Company repurchased 250,772 and 261,049 shares for an aggregate purchase price of $3.1 million and $3.0 million, respectively. There were no share repurchases during the year ended December 31, 2021.

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HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)





The following table sets forth the Company's authorized capital stock information:
December 31
20202019
(In thousands)
Preferred stock, par value $0.01 per share
Preferred stock authorized5,000 5,000 
Preferred stock outstanding0 
Class A Common stock, par value $0.01 per share
Class A Common stock authorized70,000 70,000 
Class A Common issued(1)(2)
10,006 9,805 
Treasury Stock365 365 
Class B Common stock, par value $0.01 per share, convertible into Class A on a 1-for-1 basis
Class B Common stock authorized30,000 30,000 
Class B Common issued(1)
4,045 4,076 
(1)    Class B Common converted to Class A Common were 31 shares during 2020 and 345 shares 2019.
(2)     The Company issued Class A Common shares of 170 during 2020 and 169 during 2019 related to the Company's stock compensation plan.

Stock Repurchase Program

In May 2018, the Company approved a stock repurchase program for the purchase of up to $25.0 million of the Company's Class A Common Stock outstanding through December 31, 2019. On November 5, 2019, the Company's Board adopted a new stock repurchase program for the purchase of up to $25.0 million of the Company's Class A Common Stock outstanding starting January 1, 2020 and ending December 31, 2021. During the year ended December 31, 2019, the Company repurchased 364,893 shares for an aggregate purchase price of $6.0 million. There were 0 share repurchases during the years ended December 31, 2020 and 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




Accumulated Other Comprehensive Income (Loss)

The following table summarizes changes in accumulated other comprehensive income (loss) by component and related tax effects for periods shown:
Foreign CurrencyForeign CurrencyDeferred Gain (Loss) on Cash Flow HedgingPension Plan AdjustmentTotal
Balance, January 1, 2021
Foreign CurrencyDeferred Gain (Loss) on Cash Flow HedgingPension Plan AdjustmentTotal
Balance, January 1, 2018$(7,573)$508 $(6,678)$(13,743)
Reclassification due to adoption of ASU 2018-02118 (1,286)(1,168)
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)Other comprehensive income (loss)(1,162)174 (2,583)(3,571)
Reclassification adjustment to net income (loss)Reclassification adjustment to net income (loss)213 729 942 
Tax effectsTax effects83 (134)490 439 
Balance, December 31, 2018$(8,652)$879 $(9,328)$(17,101)
Balance, December 31, 2021
Other comprehensive income (loss)Other comprehensive income (loss)481 (2,199)1,882 164 
Reclassification adjustment to net income (loss)Reclassification adjustment to net income (loss)490 727 1,217 
Tax effectsTax effects(50)489 (851)(412)
Balance, December 31, 2019$(8,221)$(341)$(7,570)$(16,132)
Balance, December 31, 2022
Other comprehensive income (loss)Other comprehensive income (loss)(896)(718)844 (770)
Reclassification adjustment to net income (loss)Reclassification adjustment to net income (loss)0 (642)701 59 
Tax effectsTax effects(658)357 (332)(633)
Balance, December 31, 2020$(9,775)$(1,344)$(6,357)$(17,476)
Balance, December 31, 2023

Earnings per share

The weighted average number of shares of Class A Common and Class B Common outstanding used to calculate basic and diluted earnings (loss) per share were as follows:
 202020192018
Basic weighted average shares outstanding13,657 13,690 13,699 
Dilutive effect of share-based compensation awards55 36 32 
Diluted weighted average shares outstanding13,712 13,726 13,731 
Basic earnings (loss) per share:
Continuing operations$1.76 $1.10 $1.68 
Discontinued operations1.62 (2.09)(0.39)
Basic and diluted earnings (loss) per share$3.39 $(0.99)$1.29 
Diluted earnings (loss) per share:
Continuing operations$1.76 $1.10 $1.68 
Discontinued operations1.62 (2.09)(0.39)
Diluted earnings (loss) per share$3.37 $(0.99)$1.29 
 202320222021
Basic weighted average shares outstanding14,036 13,970 13,880 
Dilutive effect of share-based compensation awards24 26 50 
Diluted weighted average shares outstanding14,060 13,996 13,930 
Basic earnings (loss) per share$1.80 $1.81 $1.54 
Diluted earnings (loss) per share$1.80 $1.81 $1.53 

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HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




NOTE 109 - Revenue

Revenue is recognized when control of the promised goods or services is transferred to the Company'sCompany’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services, which includes an estimate for variable consideration.

HBB’sThe Company’s warranty program to the consumer consists generally of an assurance-type limited warranty lasting for varying periods of up to ten years for electric appliances, with the majority of products having a warranty of one to three years. There is no guarantee to the customerconsumer as HBBthe Company may repair or replace, atin its option, thosediscretion, products returned under warranty. Accordingly, the Company determined that no separate performance obligation exists.

HBBThe Company’s products are not sold with a general right of return. However, based on historical experience,Subject to certain terms and conditions, however, the Company will agree to accept a portion of products sold that, based on historical experience, are estimated to be returned due tofor reasons such as product failure and excess inventory stocked by the customer, which, subject to certain terms and conditions, HBB will agree to accept.customer. Product returns, customer programs and incentive offerings, including special pricing agreements, price competition, promotions and other volume-based incentives are accounted for as variable consideration.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
A description of revenue sources and performance obligations for HBBthe Company are as follows:

Consumer and Commercial product revenue
Transactions with both consumer and commercial customers generally originate upon the receipt of a purchase order from thea customer, which in some cases are governed by master sales agreements, specifying product(s) that the customer desires. Contracts for product revenue have an original duration of one year or less, and payment terms are generally standard and based on customer creditworthiness. Revenue from product sales is recognized at the point in time when control transfers to the customer, which is either when a product is shipped from the Company'sCompany’s facility, or delivered to customers, depending on the shipping terms. The amount of revenue recognized varies primarily with price concessions and changes in returns. In addition, theThe Company offers price concessions to ourits customers for incentive offerings, special pricing agreements, price competition, promotions or other volume-based arrangements. WeThe Company evaluated such agreements with ourits customers and determined returns and price concessions should be accounted for as variable consideration.

Consumer product revenue consists of sales of small electric household and specialty housewares appliances to traditional brick and mortarbrick-and-mortar and ecommerce retailers, distributors and directly to the end consumer. A majority of this revenue is in North America.

Commercial product revenue consists of sales of products for restaurants, fast-food chains, bars and hotels. Approximately one-half of ourthe Company’s commercial sales areis in the U.S. and the other half is in markets across the globe.

License revenue
From time to time, the Company enters into exclusive and non-exclusive licensing agreements which grant the right to use certain of HBB’sthe Company’s intellectual property ("IP"(“IP”) in connection with designing, manufacturing, distributing, advertising, promoting and selling the licensees’ products during the term of the agreement. The IP that is licensed generally consists of trademarks, trade names, patents, trade dress, logos and/or logosproducts (the “Licensed IP”). In exchange for granting the right to use the Licensed IP, HBBthe Company receives a royalty payment, which is a function of (1) the total net sales of products that use the Licensed IP and (2) the royalty percentage that is stated in the licensing agreement. HBBThe Company recognizes revenue at the later of when the subsequent sales occur or satisfyingwhen the performance obligation is satisfied (over time).


The following table presents the Company’s revenue on a disaggregated basis for the year ending:
Year Ended
December 31
 202320222021
Consumer products$568,006 $573,898 $612,795 
Commercial products52,327 61,455 40,978 
Licensing5,292 5,596 4,621 
     Total revenues$625,625 $640,949 $658,394 






Walmart Inc. and its global subsidiaries accounted for approximately 27%, 26% and 28% of the Company’s revenue in 2023, 2022 and 2021, respectively. Amazon.com, Inc. and its subsidiaries accounted for approximately 24%, 23% and 22% of The Company’s revenue in 2023, 2022 and 2021 respectively. The Company’s five largest customers accounted for approximately 64%, 61% and 61% of its revenue in 2023, 2022 and 2021, respectively.

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HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)





The following table presents the HBB's revenue on a disaggregated basis for the year ending:

Year Ended
December 31
 2020 20192018
Consumer products$568,685 $559,279 $576,270 
Commercial products30,066 48,028 50,153 
Licensing4,962 4,479 3,659 
     Total revenues$603,713 $611,786 $630,082 

Walmart Inc. and its global subsidiaries accounted for approximately 35%, 33%, and 33% of HBB’s revenue in 2020, 2019, and 2018, respectively. Amazon.com, Inc. and its subsidiaries accounted for approximately 16%, 14%, and 10% of the HBB's revenue in 2020, 2019, and 2018 respectively. HBB’s five largest customers accounted for approximately 64%, 58%, and 53% of the HBB’s revenue in 2020, 2019, and 2018, respectively.

NOTE 1110 - Contingencies

VariousThe Company is involved in various legal and regulatory proceedings and claims that have been or may be asserted against Hamilton Beach Brands Holdings Company and certain subsidiaries relating toarisen in the conductordinary course of its businesses,business, including product liability, patent infringement, asbestos related claims, environmental and other claims. TheseAlthough it is difficult to predict the ultimate outcome of these proceedings and claims, are incidental to the ordinary courseCompany believes the ultimate disposition of businessthese matters will not have a material adverse effect on the financial condition, results of operation or cash flows of the Company. Management believes that it has meritorious defenses and will vigorously defend the Company in these actions. Any costs that managementthe Company estimates will be paid as a result of these claims are accrued when the liability is considered probable and the amount of such costs can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, the Company discloses the nature of the contingency and, in some circumstances, an estimate of the possible loss.

HBB is a defendant in a legal proceeding in whichProceedings and claims asserted against the plaintiff alleges that certain HBB products infringe the plaintiff’s patents. On May 3, 2019, the jury returned its verdict finding that the Company had infringed certain patents of the plaintiff and, as a result, awarded the plaintiff damages in the amount of $3.2 million. The damages award was subsequently reduced to $2.1 million because the Court determined that part of the damages award based on lost profits was speculative. On August 14, 2020, the court entered an order awarding the plaintiff additional sales post-trial and interest on the damages award through July 31, 2020 and continuing interest in a de minimis amount until the judgment is satisfied. Both parties filed a Notice of Appeal with the US Circuit Court of Appeals for the Federal Circuit and oral argument is expected to be in the second quarter of 2021. As of December 31, 2020, the accrual for the contingent loss is $3.1 million. HBB maintains that it does not infringe any valid patent claim and the damages award is not supported by the evidence and continues to vigorously pursue the appeal of the judgment and adverse lower court rulings.

Hamilton Beach Brands Holding Company is a defendant in a legal proceeding instituted in February 2020 in which the plaintiff seeks to hold the Company liable for the unsatisfied portion of an agreed final judgment that plaintiff obtained against KC related to KC’s failure to continue to operate NaN stores during the term of the store leases. All KC stores were closed by December 31, 2019 and on January 23, 2020 a Certificate of Dissolution of Ohio Limited Liability Company was filed with the Ohio Secretary of State, effective as of January 21, 2020. In February 2020, KC agreed to the entry of a final judgment in favor of the plaintiff in the amount of $8.1 million and in April 2020 the plaintiff received $0.3 million in the final distribution of KC assets to KC creditors. The Company believes that the plaintiff’s claims are without merit and will vigorously defend against plaintiff’s claims.


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HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




These matters are subject to inherent uncertainties and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of an adverse impact on the Company'sCompany’s financial position and on the results of operations and cash flows for the period in which the ruling occurs, or in future periods.

Environmental matters

HBBThe Company is investigating or remediating historical environmental contamination at some current and former sites operated by HBBit or by businesses it acquired. Based on the current stage of the investigation or remediation at each known site, HBBthe Company estimates the total investigation and remediation costs and the period of assessment and remediation activity required for each site. The estimate of future investigation and remediation costs is primarily based on variables associated with site clean-up, including, but not limited to, physical characteristics of the site, the nature and extent of the contamination and applicable regulatory programs and remediation standards. No assessment can fully characterize all subsurface conditions at a site. There is no assurance that additional assessment and remediation efforts will not result in adjustments to estimated remediation costs or the time frame for remediation at these sites.

HBB'sThe Company’s estimates of investigation and remediation costs may change if it discovers contamination at additional sites or additional contamination at known sites, if the effectiveness of its current remediation efforts change, if applicable federal or state regulations change or if HBB'sthe Company’s estimate of the time required to remediate the sites changes. HBB's revisedThe Company’s current estimates may differ materially from original estimates.

AtAs of December 31, 20202023 and December 31, 2019, HBB2022, the Company had accrued undiscounted obligations of $3.1$3.4 million and $4.4$3.2 million respectively, for environmental investigation and remediation activities. The reductionincrease in the amount accrued atas of December 31, 20202023 compared to December 31, 20192022 is due to a change in the expected type and extent of investigation and remediation activities associated with onesome of the sites. HBBThe Company estimates that it is reasonably possible that it may incur additional expenses in the range of 0zero to $1.7$1.5 million related to the environmental investigation and remediation at these sites. Additionally, the Company recorded a $1.5 million receivable asAs of December 31, 2019 related to a probable recovery2023, the Company has $1.0 million, classified as restricted cash, associated with reimbursement of environmental investigation and remediation costs associated with one of the sites from a responsible party in exchange for release from all future obligations by that party. Asfor one site. Additionally, the Company has a $1.3 million asset associated with the reimbursement of December 31, 2020, the receivable has been collectedcosts associated with two sites, which is included in prepaid expenses and $1.0 million is restricted cash.other current assets (current portion) and other non-current assets.

F-26
NOTE 12 - Income Taxes

The components of income (loss) from continuing operations before income taxes and the income tax expense for the years ended December 31 are as follows:
 202020192018
Income (loss) from continuing operations before income taxes  
Domestic$31,140 $24,835 $30,835 
Foreign2,592 (658)(350)
 $33,732 $24,177 $30,485 
Income tax expense (benefit) within continuing operations  
Current income tax expense (benefit):  
Federal$7,006 $2,966 $(323)
State1,877 1,106 356 
Foreign2,213 3,525 1,919 
Total current11,096 7,597 1,952 
Deferred income tax expense (benefit):  
Federal(924)856 5,592 
State(325)1,676 447 
Foreign(182)(1,045)(565)
Total deferred(1,431)1,487 5,474 
 $9,665 $9,084 $7,426 
F-28

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




NOTE 11 - Income Taxes

The components of income (loss) before income taxes and the income tax expense (benefit) for the years ended December 31 are as follows:
 202320222021
Income (loss) before income taxes  
Domestic$24,008 $34,400 $27,187 
Foreign7,688 (1,971)1,770 
$31,696 $32,429 $28,957 
Income tax expense (benefit)  
Current income tax expense (benefit):  
Federal$3,412 $6,297 $2,520 
State1,452 2,463 1,015 
Foreign2,496 (1,970)2,006 
Total current7,360 6,790 5,541 
Deferred income tax expense (benefit):  
Federal910 (669)1,815 
State(9)(153)556 
Foreign(1,807)1,194 (261)
Total deferred(906)372 2,110 
 $6,454 $7,162 $7,651 
The Company made 0$3.1 million, $5.3 million and $6.4 million federal income tax payments during 20202023, 2022 and made payments of $1.9 million and $8.3 million during 2019 and 2018,2021, respectively, to the IRS and to NACCO as a member of the consolidated income tax return for periods prior to spin off.IRS. The Company made foreign and state income tax payments of $2.9$3.2 million, $3.6$4.0 million and $2.6 million during 2020, 2019,2023, 2022 and 2018,2021, respectively. During the same periods,Income tax refunds totaled $0.1 million in 2023 and $0.5 million in 2022. No income tax refunds totaled $1.0 millionwere received in 2020 and $0.1 million in 2019 and 2018.2021.

A reconciliation of the federal statutory and effective income tax rate for the years ended December 31 is as follows:
202020192018
 $%$%$%
Income (loss) from continuing operations before income taxes$33,732 $24,177 $30,485 
Statutory taxes at 21%$7,092 21.0 %$5,077 21.0 %$6,402 21.0 %
State and local income taxes1,136 3.4 %1,031 4.3 %729 2.4 %
Valuation allowances614 1.8 %2,190 9.1 %42 0.1 %
Other non-deductible expenses415 1.2 %253 1.0 %429 1.4 %
Credits(700)(2.1)%(1,195)(4.9)%(348)(1.1)%
Loss on Kitchen Collection dissolution616 1.8 %%%
Unrecognized tax benefits708 2.1 %2,719 11.2 %1,427 4.7 %
Other, net(216)(0.6)%(991)(4.1)%(1,255)(4.1)%
Income tax provision$9,665 28.7 %$9,084 37.6 %$7,426 24.4 %

A detailed summary of the total deferred tax assets and liabilities in the Company's Consolidated Balance Sheets resulting from differences in the book and tax basis of assets and liabilities follows:
 December 31
 20202019
Deferred tax assets  
Tax carryforwards$3,002 $2,867 
Inventory2,114 316 
Accrued expenses and reserves4,436 5,896 
Other employee benefits4,700 1,500 
Other2,374 1,412 
Total deferred tax assets16,626 11,991 
Less: Valuation allowances(2,102)(1,069)
 14,524 10,922 
Deferred tax liabilities  
Inventory1,099 
Accrued pension benefits3,262 2,623 
Depreciation and amortization3,198 2,051 
Total deferred tax liabilities7,559 4,674 
Net deferred tax asset$6,965 $6,248 

As of December 31, 2020 and 2019, respectively, HBB maintained valuation allowances with respect to certain deferred tax assets relating primarily to operating losses in certain non-U.S. jurisdictions that HBB believes are not likely to be realized.


202320222021
 $%$%$%
Income (loss) before income taxes$31,696 $32,429 $28,957 
Statutory taxes at 21%$6,656 21.0 %$6,810 21.0 %$6,081 21.0 %
State and local income taxes1,224 3.9 %1,850 5.7 %1,357 4.7 %
Valuation allowances13 0.1 %642 2.0 %297 1.0 %
Other non-deductible expenses402 1.3 %384 1.2 %579 2.0 %
Credits(860)(2.7)%(900)(2.8)%(681)(2.4)%
Effect of foreign operations(946)(3.0)%(526)(1.6)%(399)(1.4)%
Unrecognized tax benefits422 1.3 %(1,179)(3.6)%687 2.4 %
Other, net(457)(1.5)%81 0.2 %(270)(0.9)%
Income tax provision$6,454 20.4 %$7,162 22.1 %$7,651 26.4 %

F-29F-27

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

A detailed summary of the total deferred tax assets and liabilities in the Company’s Consolidated Balance Sheets resulting from differences in the book and tax basis of assets and liabilities follows:
 December 31
 20232022
Deferred tax assets  
Tax carryforwards$2,206 $2,195 
Lease liabilities2,208 2,219 
Inventory1,420 1,216 
Accrued expenses and reserves3,131 1,696 
Other employee benefits316 2,835 
Other302 1,155 
Total deferred tax assets9,583 11,316 
Less: Valuation allowances(2,780)(2,153)
 6,803 9,163 
Deferred tax liabilities  
Right-of-use lease assets70 69 
Accrued pension benefits3,349 3,130 
Depreciation and amortization803 2,847 
Total deferred tax liabilities4,222 6,046 
Net deferred tax asset$2,581 $3,117 


Certain items have been reclassified from their prior year classifications to conform to the current year presentation. These reclassifications had no effect on net income or stockholder's equity as previously reported.

As of December 31, 2023 and 2022, respectively, the Company maintained valuation allowances with respect to certain deferred tax assets relating primarily to operating losses in certain non-U.S. jurisdictions that the Company believes are not likely to be realized.

The following table summarizes the tax carryforwards and associated carryforward periods and related valuation allowances where the Company has determined that realization is uncertain:
 December 31, 2020
 Net deferred tax
asset
Valuation
allowance
Carryforwards
expire during:
Non-U.S. net operating loss$3,002 $1,363 2021 - Indefinite
 December 31, 2023
 Net deferred tax
asset
Valuation
allowance
Carryforwards
expire during:
Non-U.S. net operating loss$2,780 $2,780 2024 - Indefinite

 December 31, 2019
 Net deferred tax
asset
Valuation
allowance
Carryforwards
expire during:
Non-U.S. net operating loss$2,867 $987 2020 - Indefinite
 December 31, 2022
 Net deferred tax
asset
Valuation
allowance
Carryforwards
expire during:
Non-U.S. net operating loss$1,923 $1,923 2023 - Indefinite

Based upon the review of historical earnings and the relevant expiration of carryforwards, the Company believes the valuation allowances are appropriate and does not expect to release valuation allowances within the next twelve months that would have a significant effect on the Company’s financial position or results of operations.
F-28

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
As of December 31, 2020,2023, the cumulative unremitted earnings of the Company'sCompany’s foreign subsidiaries are approximately $15.6$19.3 million. The Company has recorded the tax impact for the unremitted earnings as allowed under the Tax Cuts and Jobs Act (the "Tax Act"“Tax Act”), a portion of which is classified in other long-term liabilities as the Company has elected to make payments over eight years. The Company continues to conclude all material entities’ foreign earnings will be indefinitely reinvested in its foreign operations and will remain offshore in order to meet the capital and business needs outside of the U.S. As a result, the Company does not provide a deferred tax liability with respect to the cumulative unremitted earnings. It is not practicable to determine the deferred tax liability associated with these undistributed earnings due to the availability of foreign tax credits. The Company made an accounting policy election to account forcredits and the global intangible low-tax income as a current period expense when incurred.complexity of the rules governing the utilization of such credits under the new rules under the Tax Act. The Company recognizes any tax impacts of global intangible low-taxed income (GILTI) as period costs similar to other special deductions, and not as deferred taxes for basis differences.
The following is a reconciliation of the Company'sCompany’s total gross unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the financial statements for the years ended December 31, 2020, 2019,2023, 2022 and 2018.2021. Approximately $4.0$1.4 million, $3.0$0.2 million and $1.4$3.8 million of these gross amounts as of December 31, 2020, 2019,2023, 2022 and 2018,2021, respectively, relate to permanent items that, if recognized, would impact the effective income tax rate. This amount differs from the gross unrecognized tax benefits presented in the table below due to the decrease in U.S. federal income taxes which would occur upon the recognition of the state tax benefits included herein.
202020192018 202320222021
Balance at January 1$4,266 $1,576 $881 
Balance as of January 1
Additions (reductions) based on tax positions related to prior yearsAdditions (reductions) based on tax positions related to prior years(116)97 91 
Additions based on tax positions related to the current yearAdditions based on tax positions related to the current year130 2,593 1,110 
Reductions for lapse of statute of limitationsReductions for lapse of statute of limitations(166)
Reductions due to settlements with taxing authoritiesReductions due to settlements with taxing authorities0 (506)
Balance at December 31$4,114 $4,266 $1,576 
Balance as of December 31

The Company records interest and penalties on uncertain tax positions as a component of the income tax provision. The Company recognized no income or expense as of December 31, 2023. The Company recognized income of $1.5 million related to the reversal of interest and penalties as of December 31, 2022. The Company recognized expense of $0.7 million and $0.1$1.1 million related to interest and penalties as of December 31, 20202021. There were no accruals for interest and 2019, respectively.penalties as of December 31, 2023 and 2022. The total amount of interest and penalties accrued was $0.7 million and $0.1$1.9 million as of December 31, 2020 and 2019, respectively. It is reasonably possible within the next 12 months there could be a change in unrecognized tax benefits related to the restatement which is expected to have an approximate $4.7 million effect on the Company's cash flows.2021.


F-30

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




In general, the Company operates in taxing jurisdictions that provide a statute of limitations period ranging from three to five years for the taxing authorities to review the applicable tax filings. The examination of NACCO's 2013-2016 U.S. federal tax returns is ongoing, and exam years from 2017 onwards remain open for federal tax returns. The Company is generally open for examination of state and foreign jurisdictions for the tax year 20162017 and beyond. In addition, the Company has extended the U.S. federal statute of limitations for tax years 2017 through 2019 related to a specific issue. Other than the extension related to a specific issue, the Company does not have any material taxing jurisdictions in which the statute of limitations has been extended beyond the applicable time frame allowed by law.

NOTE 1312 - Retirement Benefit Plans

Defined Benefit Plans

The Company maintains 2two defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. The Company'sCompany’s U.S. plan was frozen, effective December 31, 1996, for participation and benefit accrual purposes (except cash balance interest credits required by law). Similarly, the Company’s non-U.S. plan was frozen, effective December 31, 2008.

F-29

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
During 2022, the Board approved the termination of our U.S. defined benefit pension plan (the “Plan”) with an effective date of September 30, 2022. The termination process is still ongoing and is expected to be completed in 2024. Benefit obligations under the Plan will be settled through a combination of lump sum payments to eligible plan participants and the purchase of a group annuity contract, under which future benefit obligations will be transferred to a third-party insurance company. The Company currently expects that all surplus assets remaining after the Plan termination will be transferred to a qualified replacement plan. The deferred loss within Accumulated Other Comprehensive Income will be recognized fully when the plan is terminated or as settlements occur, which would trigger accelerated recognition.
The weighted-average assumptions used in accounting for the defined benefit plans were as follows for the years ended December 31:
202020192018 202320222021
U.S. PlanU.S. Plan  
Discount rate for pension benefit obligation
Discount rate for pension benefit obligation
Discount rate for pension benefit obligationDiscount rate for pension benefit obligation1.87 %2.88 %4.00 %5.01 %5.34 %2.46 %
Discount rate for net periodic benefit (income) expenseDiscount rate for net periodic benefit (income) expense2.88 %4.00 %3.30 %Discount rate for net periodic benefit (income) expense5.34 %3.22 %1.87 %
Expected long-term rate of return on assets for net periodic pension (income) expenseExpected long-term rate of return on assets for net periodic pension (income) expense7.50 %7.50 %7.50 %Expected long-term rate of return on assets for net periodic pension (income) expense4.00 %6.44 %7.25 %
Non-U.S. PlanNon-U.S. Plan
Discount rate for pension benefit obligationDiscount rate for pension benefit obligation2.38 %2.96 %3.50 %
Discount rate for pension benefit obligation
Discount rate for pension benefit obligation4.63 %5.15 %2.90 %
Discount rate for net periodic benefit (income) expenseDiscount rate for net periodic benefit (income) expense2.96 %3.50 %3.50 %Discount rate for net periodic benefit (income) expense5.15 %2.90 %2.38 %
Expected long-term rate of return on assets for net periodic pension (income) expenseExpected long-term rate of return on assets for net periodic pension (income) expense5.00 %5.50 %5.50 %Expected long-term rate of return on assets for net periodic pension (income) expense6.00 %4.75 %4.75 %

Set forth below is a detail of the net periodic pension (income) expense, included in other expense (income), net for the defined benefit plans for the years ended December 31:
202020192018 202320222021
U.S. PlanU.S. Plan
Interest costInterest cost$527 $727 $681 
Interest cost
Interest cost
Expected return on plan assetsExpected return on plan assets(2,011)(1,987)(2,047)
Amortization of actuarial lossAmortization of actuarial loss631 561 623 
Settlement loss
Net periodic pension (income) expenseNet periodic pension (income) expense$(853)$(699)$(743)
  
Non-U.S. PlanNon-U.S. Plan
Non-U.S. Plan
Non-U.S. Plan
Interest cost
Interest cost
Interest costInterest cost$128 $144 $142 
Expected return on plan assetsExpected return on plan assets(253)(263)(286)
Amortization of actuarial loss70 72 200 
Amortization of actuarial loss (gain)
Net periodic pension (income) expenseNet periodic pension (income) expense$(55)$(47)$56 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




Set forth below is the detail of other changes in plan assets and benefit obligations recognized in other comprehensive loss (income) for the years ended December 31:
 202020192018
U.S. Plan  
Current year actuarial loss (gain)$(1,080)$(1,727)$2,347 
Amortization of actuarial loss(631)(561)(623)
Total recognized in other comprehensive loss (income)$(1,711)$(2,288)$1,724 
Non-U.S. Plan
Current year actuarial loss$236 $(155)$236 
Amortization of actuarial loss(70)(72)(200)
Total recognized in other comprehensive loss (income)$166 $(227)$36 

 202320222021
U.S. Plan  
Current year actuarial loss (gain)$(33)$5,558 $(2,228)
Settlement loss (347)— 
Amortization of actuarial loss(358)(520)(591)
Total recognized in other comprehensive loss (income)$(391)$4,691 $(2,819)
Non-U.S. Plan
Current year actuarial loss (gain)$(108)$(114)$(742)
Amortization of actuarial (loss) gain(118)16 (63)
Total recognized in other comprehensive loss (income)$(226)$(98)$(805)
The following table sets forth the changes in the benefit obligation and the plan assets during the year and the funded status of the defined benefit plans atas of December 31:
 20202019
 U.S.
Plan
Non-U.S.
Plan
U.S. PlanNon-U.S.
Plan
Change in benefit obligation    
Projected benefit obligation at beginning of year$19,374 $4,570 $19,131 $4,084 
Interest cost527 128 727 144 
Actuarial (gain) loss972 399 1,266 311 
Benefits paid(1,895)(205)(1,750)(182)
Foreign currency exchange rate changes0 108 213 
Projected benefit obligation at end of year$18,978 $5,000 $19,374 $4,570 
Accumulated benefit obligation at end of year$18,978 $5,000 $19,374 $4,570 
Change in plan assets    
Fair value of plan assets at beginning of year$28,900 $5,350 $25,671 $4,744 
Actual return on plan assets4,065 428 4,979 726 
Benefits paid(1,895)(205)(1,750)(182)
Foreign currency exchange rate changes0 (76)62 
Fair value of plan assets at end of year$31,070 $5,497 $28,900 $5,350 
Funded status at end of year$12,092 $497 $9,526 $780 
Amounts recognized in the balance sheets consist of:    
Non-current assets$12,092 $497 $9,526 $780 
Components of accumulated other comprehensive loss consist of:  
Actuarial loss$(7,429)$(1,224)$(9,140)$(1,058)
Deferred taxes1,901 395 2,280 348 
 $(5,528)$(829)$(6,860)$(710)
The actuarial loss included in accumulated other comprehensive loss expected to be recognized in net periodic pension (income) expense in 2021 is $0.7 million.
 20232022
 U.S.
Plan
Non-U.S.
Plan
U.S. PlanNon-U.S.
Plan
Change in benefit obligation    
Projected benefit obligation at beginning of year$14,495 $3,238 $17,004 $4,607 
Interest cost674 162 478 127 
Actuarial (gain) loss(350)186 (952)(979)
Benefits paid(1,903)(265)(1,497)(265)
Settlements  (538)— 
Foreign currency exchange rate changes 80 — (252)
Projected benefit obligation at end of year$12,916 $3,401 $14,495 $3,238 
Accumulated benefit obligation at end of year$12,916 $3,401 $14,495 $3,238 
Change in plan assets    
Fair value of plan assets at beginning of year$26,294 $4,401 $33,019 $5,772 
Actual return on plan assets765 551 (4,690)(598)
Benefits paid(1,903)(265)(1,497)(265)
Settlements  (538)— 
Other (142)— (178)
Foreign currency exchange rate changes 109 — (330)
Fair value of plan assets at end of year$25,156 $4,654 $26,294 $4,401 
Funded status at end of year$12,240 $1,253 $11,799 $1,163 
Amounts recognized in the balance sheets consist of:    
Deferred costs$12,240 $1,253 $11,799 $1,163 
Components of accumulated other comprehensive loss consist of:  
Actuarial loss$(8,910)$(95)$(9,301)$(321)
Deferred taxes2,265 63 2,378 92 
 $(6,645)$(32)$(6,923)$(229)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




The Company recognizes as a component of benefit cost (income), as of the measurement date, any unrecognized actuarial net gains or losses that exceed 10% of the larger of the projected benefit obligations or the plan assets, defined as the "corridor."“corridor.” Amounts outside the corridor are amortized over the average expected remaining lifetime of inactive participants for the pension plans. The gain (loss) amounts recognized in AOCI are not expected to be fully recognized until the plan is terminated or as settlements occur, which would trigger accelerated recognition.
The Company'sCompany’s policy is to make contributions to fund its pension plans within the range allowed by applicable regulations. The Company does not expect to contribute to its U.S. and non-U.S. pension plans in 2021.2024.
Pension benefit payments are made from assets of the pension plans.
Given the Company’s plan to terminate the Plan, the below reflects the timing and value of the estimated benefit payments for lump sums expected to be paid out to participants and the amount expected to be paid for annuity contracts in anticipation of terminating the plan. Future pension benefit payments expected to be paid from assets of the pension plans are:
 U.S. PlanNon-U.S. Plan
2021$1,879 $236 
20221,860 240 
20231,713 237 
20241,553 246 
20251,461 254 
2026 - 20295,606 1,327 
 $14,072 $2,540 
 U.S. PlanNon-U.S. Plan
2024$13,241 $237 
2025— 244 
2026— 252 
2027— 263 
2028— 262 
2029-2033— 1,235 
 $13,241 $2,493 
Historically, the Company employed a total return on investment approach whereby a mix of equities and fixed income investments were used to maximize the long-term return of plan assets for a prudent level of risk. In light of the Plan termination process, volatility in the market and the Plan’s funding status, the Plan transferred a significant portion of its assets to lower risk investments in 2022 to move towards a liability driven investing strategy whereby the assets are primarily fixed income investments. The fixed income investments that were chosen under this strategy, while not precisely the same, are meant to parallel the investments selected in determining the discount rate used to calculate the Company’s pension liability.
For the Non-U.S. Plan, the expected long-term rate of return on defined benefit plan assets reflects management'sthe Company’s expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. In establishing the expected long-term rate of return assumption for plan assets, the Company considers the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classesare used to determine the Company'sCompany’s estimated rate of return assumption were based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes.
Expected returns for U.S. pension plans are based on a calculated market-related value for U.S. pension plan assets. Under this methodology, asset gains and losses resulting from actual returns that differ from the Company'sCompany’s expected returns are recognized in the market-related value of assets ratably over three years. Expected returns for non-U.S. pension plans are based on fair market value for non-U.S. pension plan assets.
The pension plans maintain investment policies that, among other things, establish a portfolio asset allocation methodology with percentage allocation bands for individual asset classes. The investment policies provide that investments are reallocated between asset classes as balances exceed or fall below the appropriate allocation bands.
The following is the actual allocation percentage and target allocation percentage for the U.S. pension plan assets at December 31:
 2020
Actual
Allocation
2019
Actual
Allocation
Target Allocation
Range
U.S. equity securities45.5 %45.9 %36.0% - 54.0%
Non-U.S. equity securities20.3 %20.4 %16.0% - 24.0%
Fixed income securities33.8 %33.2 %30.0% - 40.0%
Money market0.4 %0.5 %0.0% - 10.0%



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)


The following is the actual allocation percentage and target allocation percentage for the U.S. pension plan assets as of December 31:


 
2023
Actual
Allocation
2022
Actual
Allocation
Target Allocation
Range
Fixed income securities96.2 %95.9 %95.0% - 100.0%
Money market3.8 %4.1 %0.0% - 5.0%
The following is the actual allocation percentage and target allocation percentage for the Non-U.S. pension plan assets atas of December 31:
2020
Actual
Allocation
2019
Actual
Allocation
Target Allocation
Range
2023
Actual
Allocation
2022
Actual
Allocation
Target Allocation
Range
Canadian equity securitiesCanadian equity securities29.5 %30.2 %25.0% - 35.0%Canadian equity securities31.4 %40.0 %25.0% - 35.0%
Non-Canadian equity securitiesNon-Canadian equity securities34.4 %32.3 %25.0% - 35.0%Non-Canadian equity securities31.2 %40.6 %25.0% - 35.0%
Fixed income securitiesFixed income securities36.1 %37.5 %30.0% - 50.0%Fixed income securities37.4 %19.4 %30.0% - 50.0%
Cash and cash equivalents0 %%0.0% - 5.0%
Money marketMoney market %— %0.0% - 5.0%
The fair value of each major category of the Company'sCompany’s U.S. pension plan assets are valued using quoted market prices in active markets for identical assets, or Level 1 in the fair value hierarchy. The fair value of each major category of the Company'sCompany’s Non-U.S. pension plan assets are valued using observable inputs, either directly or indirectly, other than quoted market prices in active markets for identical assets. Following are the values as of December 31:
U.S. PlanNon-U.S. Plan
U.S. PlanU.S. PlanNon-U.S. Plan
2020201920202019 2023202220232022
U.S. equity securitiesU.S. equity securities$14,113 $13,255 $1,064 $929 
Non-U.S. equity securitiesNon-U.S. equity securities6,321 5,904 2,445 2,412 
Fixed income securitiesFixed income securities10,510 9,596 1,988 2,009 
Money marketMoney market126 145 0 
TotalTotal$31,070 $28,900 $5,497 $5,350 

Defined Contribution Plans

HBB maintains a defined contribution (401(k)) plan for substantially all U.S. employees and similar plans for employees outside of the U.S. The Company'sCompany’s U.S. plan provides employer safe harbor contributions based on plan provisions and both defined contribution retirement plans provide for a separate employer contribution. These plans permit additional profit-sharing contributions, determined annually, that are based on a formula that includes (i)(1) the effect of actual operating profit results compared with targeted operating profit results and (ii)(2) the age and/or compensation of the participants. Total costs, including Company contributions, for these plans were $5.1 million in 2020, $5.0 million in 2019 and $5.32023, $5.2 million in 2018.

2022 and $5.0 million in 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




NOTE 1413 - Data by Geographic Region
Revenue and property, plant and equipment related to continuing operations outside the U.S., based on customer and asset location, are as follows:
U.S.OtherConsolidated U.S.OtherConsolidated
2020   
20232023  
Revenue from unaffiliated customersRevenue from unaffiliated customers$493,573 $110,140 $603,713 
Property, plant and equipment, netProperty, plant and equipment, net$18,021 $5,469 $23,490 
2019
2022
Revenue from unaffiliated customers
Revenue from unaffiliated customers
Revenue from unaffiliated customersRevenue from unaffiliated customers$463,608 $148,178 $611,786 
Property, plant and equipment, netProperty, plant and equipment, net$16,828 $5,496 $22,324 
2018
2021
Revenue from unaffiliated customers
Revenue from unaffiliated customers
Revenue from unaffiliated customersRevenue from unaffiliated customers$488,520 $141,562 $630,082 
Property, plant and equipment, netProperty, plant and equipment, net$15,344 $5,498 $20,842 
No single country outside of the U.S. comprised 10% or more of HBB'sHBB’s revenue from unaffiliated customers. There is one single country outside of the U.S. that comprised 10% or more of HBB’s property, plant and equipment, net.

NOTE 1514 - Quarterly Results of Operations (Unaudited)Subsequent Events

A summaryOn February 2, 2024, the Company acquired HealthBeacon PLC (“HealthBeacon”), a medical technology firm and strategic partner of the unaudited resultsCompany, for 6.9 million euros (approximately $7.5 million). As a result, the secured loans made under the Facility Agreement with HealthBeacon were extinguished. As of operations for the year ended December 31, 2023, the outstanding loan balance including accrued interest was 1.5 million euros ($1.6 million) and is as follows:
 2020
 First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Revenue$120,846 $138,297 $110,549 $234,021 
Gross profit$25,040 $35,254 $23,748 $54,612 
Operating profit$503 $10,895 $(2,405)$28,422 
Income (loss) from continuing operations, net of tax$(1,354)$8,065 $(2,010)$19,366 
Income (loss) from discontinued operations, net of tax22,866 (305)0 (370)
Net income (loss)$21,512 $7,760 $(2,010)$18,996 
Basic earnings (loss) per share:
Continuing operations$(0.10)$0.59 $(0.15)$1.41 
Discontinued operations1.68 (0.02)0 (0.03)
Basic earnings (loss) per share$1.58 $0.57 $(0.15)$1.39 
Diluted earnings (loss) per share:
Continuing operations$(0.10)$0.59 $(0.15)$1.40 
Discontinued operations1.68 (0.02)0 (0.03)
Diluted earnings (loss) per share$1.58 $0.57 $(0.15)$1.37 
included in prepaid expenses and other current assets. The funding of the loan by the Company is included in cash used in investing activities in the Consolidated Statement of Cash Flows.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)




 2019
 First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Revenue$126,642 $131,065 $149,508 $204,570 
Gross profit$26,702 $28,507 $30,946 $42,397 
Operating profit$111 $3,185 $4,439 $19,060 
Income (loss) from continuing operations, net of tax$(662)$1,898 $553 $13,304 
Income (loss) from discontinued operations, net of tax(2,723)(2,516)(2,753)(20,608)
Net income (loss)$(3,385)$(618)$(2,200)$(7,304)
Basic and diluted earnings (loss) per share:
Continuing operations$(0.05)$0.14 $0.04 $0.98 
Discontinued operations(0.20)(0.18)(0.20)(1.52)
Basic and diluted earnings (loss) per share$(0.25)$(0.04)$(0.16)$(0.54)








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SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
HAMILTON BEACH BRANDS HOLDING COMPANY
YEAR ENDED DECEMBER 31, 2020, 2019,2023, 2022 AND 20182021
 Additions  
DescriptionDescriptionBalance at Beginning of PeriodCharged to
Costs and
Expenses
Charged to
Other Accounts
— Describe
Deductions
— Describe
Balance at
End of
Period (B)
Description
DescriptionBalance at Beginning of PeriodCharged to
Costs and
Expenses
Charged to
Other Accounts
— Describe
Deductions
— Describe
Balance at
End of
Period (B)
(In thousands)(In thousands)(In thousands)
2020      
20232023 
Reserves deducted from asset accounts:Reserves deducted from asset accounts:      Reserves deducted from asset accounts: 
Allowance for doubtful accountsAllowance for doubtful accounts$1,023 $412 $0 $291 (A) $1,144 
Deferred tax valuation allowancesDeferred tax valuation allowances$7,625 $614 $6,137 (C, D)$2,102 
2019
2022
Reserves deducted from asset accounts:
Reserves deducted from asset accounts:
Reserves deducted from asset accounts:Reserves deducted from asset accounts:       
Allowance for doubtful accountsAllowance for doubtful accounts$713 $309 $$(1)(A) $1,023 
Deferred tax valuation allowancesDeferred tax valuation allowances$1,162 $6,502 $$39 (C)$7,625 
2018
2021
Reserves deducted from asset accounts:Reserves deducted from asset accounts:
Reserves deducted from asset accounts:
Reserves deducted from asset accounts:
Allowance for doubtful accounts
Allowance for doubtful accounts
Allowance for doubtful accountsAllowance for doubtful accounts$1,177 $11 $$475 (A) $713 
Deferred tax valuation allowancesDeferred tax valuation allowances$1,968 $$$806 (C)$1,162 
Deferred tax valuation allowances
Deferred tax valuation allowances

(A)Write-offs, net of recoveries and foreign exchange rate adjustments.
(B)Balances which are not required to be presented and those which are immaterial have been omitted.
(C)Foreign exchange rate adjustments and utilization of foreign entity losses.
(D)Utilization of Kitchen Collection losses.



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